Hanesbrands Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year
ended
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or
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þ
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
July 2, 2006 to December 30,
2006
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Commission file number: 001-32891
Hanesbrands Inc.
(Exact name of registrant as
specified in its charter)
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Maryland
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20-3552316
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(State of
incorporation)
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(I.R.S. employer identification
no.)
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1000 East Hanes Mill Road
Winston-Salem, North Carolina
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27105
(Zip code)
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(Address of principal executive
office)
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(336) 519-4400
(Registrants telephone
number including area code)
Securities registered pursuant to Section 12(b) of the
Act:
Common Stock, par value $0.01 per share
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the
Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Exchange
Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference into
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of December 29, 2006, the aggregate market value of the
registrants common stock held by non-affiliates was
approximately $1,948,022,535 (based on the closing price of the
common stock of $23.62 per share on that date, as reported
on the New York Stock Exchange and, for purposes of this
computation only, the assumption that all of the
registrants directors and executive officers are
affiliates).
As of February 1, 2007, there were 96,363,203 shares
of the registrants common stock outstanding.
TABLE OF
CONTENTS
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Page
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1
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2
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Business
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3
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Risk Factors
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14
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Unresolved Staff
Comments
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27
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Properties
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27
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Legal Proceedings
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28
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Submission of Matters to a Vote of
Security Holders
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28
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Market for Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
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29
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Selected Financial Data
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30
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Managements Discussion and
Analysis of Financial Condition and Results of
Operations
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31
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Quantitative and Qualitative
Disclosures about Market Risk
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68
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Financial Statements and
Supplementary Data
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69
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Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
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69
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Controls and Procedures
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69
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Other Information
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69
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Directors, Executive Officers and
Corporate Governance
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70
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Executive Compensation
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75
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Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters
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98
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Certain Relationships and Related
Transactions, and Director Independence
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99
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Principal Accounting Fees and
Services
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104
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Exhibits and Financial Statement
Schedules
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104
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105
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F-1
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E-1
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Exhibit 10.5 |
Exhibit 21 |
Exhibit 23.1 |
Exhibit 31.1 |
Exhibit 31.2 |
Exhibit 32.1 |
Exhibit 32.2 |
Exhibit 99.1 |
Trademarks,
Trade Names and Service Marks
We own or have rights to use the trademarks, service marks and
trade names that we use in conjunction with the operation of our
business. Some of the more important trademarks that we own or
have rights to use that appear in this
Form 10-K
include the Hanes, Champion, Playtex,
Bali, Just My Size, barely there,
Wonderbra, C9 by Champion, Leggs,
Beefy-T, Outer Banks and Duofold marks, which
may be registered in the United States and other jurisdictions.
We do not own any trademark, trade name or service mark of any
other company appearing in this
Form 10-K.
FORWARD-LOOKING
STATEMENTS
Forward-looking statements include all statements that do not
relate solely to historical or current facts, and can generally
be identified by the use of words such as may,
believe, will, expect,
project, estimate, intend,
anticipate, plan, continue
or similar expressions. In particular, information appearing
under Risk Factors, Managements
Discussion and Analysis of Financial Condition and Results of
Operations and Business includes
forward-looking statements. Forward-looking statements
inherently involve many risks and uncertainties that could cause
actual results to differ materially from those projected in
these statements. Where, in any forward-looking statement, we
express an expectation or belief as to future results or events,
such expectation or belief is based on the current plans and
expectations of our management and expressed in good faith and
believed to have a reasonable basis, but there can be no
assurance that the expectation or belief will result or be
achieved or accomplished. The following include some but not all
of the factors that could cause actual results or events to
differ materially from those anticipated:
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our ability to migrate our production and manufacturing
operations to lower-cost locations around the world;
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the highly competitive and evolving nature of the industry in
which we compete;
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our ability to effectively manage our inventory and reduce
inventory reserves;
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failure by us to successfully streamline our operations;
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retailer consolidation and other changes in the apparel
essentials industry;
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our ability to keep pace with changing consumer preferences in
intimate apparel;
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loss of or reduction in sales to any of our top customers,
especially Wal-Mart Stores, Inc.;
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financial difficulties experienced by any of our top customers;
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risks associated with our foreign operations or foreign supply
sources, such as disruption of markets, changes in import and
export laws, currency restrictions and currency exchange rate
fluctuations;
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the impact of economic and business conditions and industry
trends in the countries in which we operate our supply chain;
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failure by us to protect against dramatic changes in the
volatile market price of cotton, the primary material used in
the manufacture of our products;
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costs and adverse publicity arising from violations of labor and
environmental laws by us or any of our third-party manufacturers;
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our ability to attract and retain key personnel;
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our substantial debt and debt service requirements that restrict
our operating and financial flexibility, and impose significant
interest and financing costs;
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the risk of inflation or deflation;
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consumer disposable income and spending levels, including the
availability and amount of individual consumer debt;
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the receipt of licenses and other rights associated with Sara
Lee Corporations branded apparel business;
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rapid technological changes;
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future financial performance, including availability, terms and
deployment of capital;
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the outcome of any pending or threatened litigation;
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our ability to comply with environmental and occupational health
and safety laws and regulations;
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general economic conditions; and
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possible terrorists attacks and ongoing military action in the
Middle East and other parts of the world.
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There may be other factors that may cause our actual results to
differ materially from the forward-looking statements. Our
actual results, performance or achievements could differ
materially from those expressed in, or implied by, the
forward-looking statements. We can give no assurances that any
of the events anticipated by the forward-looking statements will
occur or, if any of them does, what impact they will have on our
results of operations and financial condition. You should
carefully read the factors described in the Risk
Factors section of this
Form 10-K
for a description of certain risks that could, among other
things, cause our actual results to differ from these
forward-looking statements.
All forward-looking statements speak only as of the date of this
Form 10-K
and are expressly qualified in their entirety by the cautionary
statements included in this
Form 10-K.
We undertake no obligation to update or revise forward-looking
statements which may be made to reflect events or circumstances
that arise after the date made or to reflect the occurrence of
unanticipated events, other than as required by law.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange
Commission, or the SEC. You can inspect, read and
copy these reports, proxy statements and other information at
the public reference facilities the SEC maintains at 100 F
Street, N.E., Washington, D.C. 20549.
We make available free of charge at www.hanesbrands.com (in the
Investors section) copies of materials we file with,
or furnish to, the SEC. You can also obtain copies of these
materials at prescribed rates by writing to the Public Reference
Section of the SEC at 100 F Street, N.E., Washington, D.C.
20549. You can obtain information on the operation of the public
reference facilities by calling the SEC at
1-800-SEC-0330.
The SEC also maintains a website at www.sec.gov that makes
available reports, proxy statements and other information
regarding issuers that file electronically with it. By referring
to our website, www.hanesbrands.com, we do not incorporate our
website or its contents into this
Form 10-K.
2
PART I
General
We are a consumer goods company with a portfolio of leading
apparel brands, including Hanes, Champion,
Playtex, Bali, Just My Size, barely
there and Wonderbra. We design, manufacture, source
and sell a broad range of apparel essentials such as t-shirts,
bras, panties, mens underwear, kids underwear,
socks, hosiery, casualwear and activewear.
We were spun off from Sara Lee Corporation, or Sara
Lee, on September 5, 2006. In connection with the
spin off, Sara Lee contributed its branded apparel Americas and
Asia business to us and distributed all of the outstanding
shares of our common stock to its stockholders on a pro rata
basis. As a result of the spin off, Sara Lee ceased to own any
equity interest in our company. In this
Form 10-K,
we describe the businesses contributed to us by Sara Lee in the
spin off as if the contributed businesses were our business for
all historical periods described. References in this
Form 10-K
to our assets, liabilities, products, businesses or activities
of our business for periods including or prior to the spin off
are generally intended to refer to the historical assets,
liabilities, products, businesses or activities of the
contributed businesses as the businesses were conducted as part
of Sara Lee and its subsidiaries prior to the spin off.
Following the spin off, we changed our fiscal year end from the
Saturday closest to June 30 to the Saturday closest to
December 31. This change created a transition period
beginning on July 2, 2006, the day following the end of our
2006 fiscal year on July 1, 2006, and ending on
December 30, 2006.
Our products are sold through multiple distribution channels.
During the six months ended December 30, 2006,
approximately 47% of our net sales were to mass merchants, 20%
were to national chains and department stores, 9% were direct to
consumer, 9% were in our international segment and 15% were to
other retail channels such as embellishers, specialty retailers,
warehouse clubs and sporting goods stores. In addition to
designing and marketing apparel essentials, we have a long
history of operating a global supply chain that incorporates a
mix of self-manufacturing, third-party contractors and
third-party sourcing.
The apparel essentials segment of the apparel industry is
characterized by frequently replenished items, such as t-shirts,
bras, panties, mens underwear, kids underwear, socks
and hosiery. Growth and sales in the apparel essentials industry
are not primarily driven by fashion, in contrast to other areas
of the broader apparel industry. Rather, we focus on the core
attributes of comfort, fit and value, while remaining current
with regard to consumer trends.
3
Our business is organized into five operating segments. These
segmentsinnerwear, outerwear, hosiery, international and
otherare reportable segments for financial reporting
purposes. The following table summarizes our operating segments
by category:
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Segment
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Primary Products
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Primary Brands
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Innerwear
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Intimate apparel, such as bras,
panties and bodywear
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Hanes, Playtex, Bali, barely
there, Just My Size, Wonderbra
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Mens underwear and
kids underwear
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Hanes, Champion, Polo Ralph
Lauren*
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Socks
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Hanes, Champion
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Outerwear
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Activewear, such as performance
t-shirts and shorts
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Hanes, Champion, Just My
Size
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Casualwear, such as t-shirts,
fleece and sport shirts
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Hanes, Just My Size,
Outerbanks, Hanes Beefy-T
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Hosiery
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Hosiery
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Leggs, Hanes, Just My
Size
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International
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Activewear, mens underwear,
kids underwear, intimate apparel, socks, hosiery and
casualwear
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Hanes, Wonderbra**, Playtex**,
Champion, Rinbros, Bali
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Other
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Nonfinished products, including
fabric and certain other materials
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Not applicable
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Brand used under a license agreement. |
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As a result of the February 2006 sale of Sara Lees
European branded apparel business, we are not permitted to sell
this brand in the member states of the European Union, or the
EU, several other European countries and South
Africa. |
Our brands have a strong heritage in the apparel essentials
industry. According to The NPD Group/Consumer Panel
TrackSM,
or NPD, our brands hold either the number one or
number two U.S. market position by sales in most product
categories in which we compete, on a rolling year-end basis as
of December 2006. According to a 2006 survey of consumer brand
awareness by Womens Wear Daily, Hanes is the most
recognized apparel and accessory brand among women in the United
States. According to Millward Brown Market Research, Hanes
is found in over 85% of the United States households who
have purchased mens or womens casual clothing or
underwear in the
12-month
period ended December 31, 2006. We sell high-volume,
frequently replenished apparel essentials. The majority of our
core styles continue from year to year, with variations only in
color, fabric or design details, and are frequently replenished
by consumers.
According to NPD, we are the largest seller of apparel
essentials in the United States as measured by sales on a
rolling year-end basis as of December 2006. We sell our
products primarily through large, high-volume retailers,
including mass merchants, department stores and national chains.
We have met the demands of our customers by developing
vertically integrated operations and an extensive network of
owned facilities and third-party manufacturers over a broad
geographic footprint. We have strong, long-term relationships
with our top customers, including relationships of more than ten
years with each of our top ten customers. The size and
operational scale of the high-volume retailers with which we do
business require extensive category and product knowledge and
specialized services regarding the quantity, quality and
planning of orders. In the late 1980s, we undertook a shift in
our approach to our relationships with our largest customers
when we sought to align significant parts of our organization
with corresponding parts of their organizations. For example, we
are organized into teams that sell to and service our customers
across a range of functional areas, such as demand planning,
replenishment and logistics. We also have entered into
customer-specific programs such as the introduction in 2004 of
C9 by Champion products marketed and sold through Target
Corporation, or Target, stores. Through these
efforts, we have become the largest apparel essentials supplier
to many of our customers.
Our ability to react to changing customer needs and industry
trends will continue to be key to our success. Our design,
research and product development teams, in partnership with our
marketing teams, drive our efforts to bring innovations to
market. We intend to leverage our insights into consumer demand
in the apparel essentials industry to develop new products
within our existing lines and to modify our existing core
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products in ways that make them more appealing, addressing
changing customer needs and industry trends. Examples of our
success to date include:
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Tagless garmentswhere the label is embroidered or printed
directly on the garment instead of attached on a tagwhich
we first released in t-shirts under our Hanes brand
(2002), and subsequently expanded into other products such as
outerwear tops (2003) and panties (2004).
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Comfort Soft bands in our underwear and bra lines,
which deliver to our consumers a softer, more comfortable feel
with the same durable fit (2004 and 2005).
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New versions of our Double Dry wicking products and Friction
Free running products under our Champion brand (2005).
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The no poke wire which was successfully introduced
to the market in our Bali brand bras (2004).
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Our
Industry
The overall U.S. apparel market and the core categories
critical to our future success will continue to be influenced by
a number of broad-based trends:
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the U.S. population is predicted to increase at a rate of
less than 1% annually, with the rate of increase declining
through 2050, with a continued aging of the population and a
shift in the ethnic mix;
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changing attitudes about fashion, the need for versatility, and
continuing preferences for more casual apparel are expected to
support the strength of basic or classic styles of relaxed
apparel;
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the impact of a continued deflationary environment in our
business and the apparel essentials industry;
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continued increases in body size across all age groups and
genders, and especially among children, will drive demand for
plus-sized apparel; and
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intense competition and continued consolidation in the retail
industry, the shifting of formats among major retailers,
convenience and value will continue to be key drivers.
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In addition, we anticipate growth in the apparel essentials
industry will be driven in part by product improvements and
innovations. Improvements in product features, such as stretch
in t-shirts or tagless garment labels, or in increased variety
through new sizes or styles, such as half sizes and boy leg
briefs, are expected to enhance consumer appeal and category
demand. Often the innovations and improvements in our industry
are not trend-driven, but are designed to react to identifiable
consumer needs and demands. As a consequence, the apparel
essentials market is characterized by lower fashion risks
compared to other apparel categories.
Our
Brands
Our portfolio of leading brands is designed to address the needs
and wants of various consumer segments across a broad range of
apparel essentials products. Each of our brands has a particular
consumer positioning that distinguishes it from its competitors
and guides its advertising and product development. We discuss
our brands in more detail below.
Hanes is the largest and most widely recognized brand in
our portfolio. According to a 2006 survey of consumer brand
awareness by Womens Wear Daily, Hanes is the most
recognized apparel and accessory brand among women in the United
States. The Hanes brand covers all of our product
categories, including mens underwear, kids
underwear, bras, panties, socks, t-shirts, fleece and sheer
hosiery. Hanes stands for outstanding comfort, style and
value. According to Millward Brown Market Research, Hanes
is found in over 85% of the United States households who
have purchased mens or womens casual clothing or
underwear in the
12-month
period ended December 31, 2006.
Champion is our second-largest brand. Specializing in
athletic performance apparel, the Champion brand is
designed for everyday athletes. We believe that
Champions combination of comfort, fit and style
provides athletes with mobility, durability and
up-to-date
styles, all product qualities that are important in the sale of
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athletic products. We also distribute products under the C9
by Champion brand exclusively through Target stores.
Playtex, the third-largest brand within our portfolio,
offers a line of bras, panties and shapewear, including products
that offer solutions for hard to fit figures. Bali is the
fourth-largest brand within our portfolio. Bali offers a
range of bras, panties and shapewear sold in the department
store channel. Our brand portfolio also includes the following
well-known brands: Leggs, Just My Size,
barely there, Wonderbra, Outer Banks and
Duofold. These brands serve to round out our product
offerings, allowing us to give consumers a variety of options to
meet their diverse needs.
Our
Segments
We manage and report our operations in five segments, each of
which is a reportable segment: innerwear, outerwear, hosiery,
international and other. These segments are organized
principally by product category and geographic location.
Management of each segment is responsible for the assets and
operations of these businesses. For more information about our
segments, see Note 20 to our Combined and Consolidated
Financial Statements included in this
Form 10-K.
Innerwear
The innerwear segment focuses on core apparel essentials, and
consists of products such as womens intimate apparel,
mens underwear, kids underwear, socks, thermals and
sleepwear, marketed under well-known brands that are trusted by
consumers. We are an intimate apparel category leader in the
United States with our Hanes, Playtex,
Bali, barely there, Just My Size and
Wonderbra brands, offering a full line of bras, panties
and bodywear. We are also a leading manufacturer and marketer of
mens underwear and kids underwear under the Hanes
and Champion brand names. We also produce underwear
products under a licensing agreement with Polo Ralph Lauren. Our
net sales for the six months ended December 30, 2006 from
our innerwear segment were $1.3 billion, representing
approximately 57% of total segment net sales.
Outerwear
We are a leader in the casualwear and activewear markets through
our Hanes, Champion and Just My Size
brands, where we offer products such as t-shirts and fleece.
Our casualwear lines offer a range of quality, comfortable
clothing for men, women and children marketed under the Hanes
and Just My Size brands. The Just My Size
brand offers casual apparel designed exclusively to meet the
needs of plus-size women. In addition to activewear for men and
women, Champion provides uniforms for athletic programs
and in 2004 launched an apparel program at Target stores, C9
by Champion. We also license our Champion name for
collegiate apparel and footwear. We also supply our t-shirts,
sportshirts and fleece products to screen printers and
embellishers, who imprint or embroider the product and then
resell to specialty retailers and organizations such as resorts
and professional sports clubs. We sell our products to screen
printers and embellishers primarily under the Hanes,
Hanes Beefy-T and Outer Banks brands. Our net
sales for the six months ended December 30, 2006 from our
outerwear segment were $616 million, representing
approximately 27% of total segment net sales.
Hosiery
We are the leading marketer of womens sheer hosiery in the
United States. We compete in the hosiery market by striving to
offer superior values and executing integrated marketing
activities, as well as focusing on the style of our hosiery
products. We market hosiery products under our Hanes,
Leggs and Just My Size brands. Our net sales
for the six months ended December 30, 2006 from our hosiery
segment were $144 million, representing approximately 6% of
total segment net sales. Consistent with a sustained decline in
the hosiery industry due to changes in consumer preferences, our
net sales from hosiery sales have declined each year since 1995.
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International
International includes products that span across the innerwear,
outerwear and hosiery reportable segments. Our net sales in this
segment included sales in Europe, Asia, Canada and Latin
America. Japan, Canada and Mexico are our largest international
markets, and we also have opened sales offices in India and
China. Our net sales for the six months ended December 30,
2006 from our international segment were $198 million,
representing approximately 9% of total segment net sales.
Other
Our net sales in this segment are comprised of sales of
nonfinished products such as fabric and certain other materials
in the United States, Asia and Latin America in order to
maintain asset utilization at certain manufacturing facilities.
Our net sales for the six months ended December 30, 2006
from our other segment were $19 million, representing
approximately 1% of total segment net sales.
Design,
Research and Product Development
At the core of our design, research and product development
capabilities is a team of more than 300 professionals. As
part of plan to consolidate our operations, we combined our
design, research and development teams into an integrated group
for all of our product categories. A facility located in
Winston-Salem, North Carolina, is the center of our research,
technical design and product development efforts. We also employ
creative design and product development personnel in our design
center in New York City. During the six months ended
December 30, 2006 and fiscal 2006, 2005 and 2004, we spent
approximately $23 million, $55 million,
$51 million and $53 million, respectively, on design,
research and product development.
Customers
In the six months ended December 30, 2006, approximately
91% of our net sales were to customers in the United States and
approximately 9% were to customers outside the United States.
Domestically, almost 82% of our net sales were wholesale sales
to retailers, 9% were wholesale sales to third-party
embellishers and 9% were direct to consumer. We have
well-established relationships with some of the largest apparel
retailers in the world. Our largest customers are Wal-Mart
Stores, Inc., or Wal-Mart, Target and Kohls
Corporation, or Kohls, accounting for 28%, 15%
and 6%, respectively, of our total sales in the six months ended
December 30, 2006. As is common in the apparel essentials
industry, we generally do not have purchase agreements that
obligate our customers, including Wal-Mart, to purchase our
products. However, all of our key customer relationships have
been in place for ten years or more. Wal-Mart and Target are our
only customers with sales that exceed 10% of any individual
segments sales. In our innerwear segment, Wal-Mart
accounted for 35% of sales and Target accounted for 12% of sales
during the six months ended December 30, 2006. In our
outerwear segment, Wal-Mart accounted for 24% of sales and
Target accounted for 29% of sales during the six months ended
December 30, 2006. In our hosiery and international
segments, Wal-Mart accounted for 22% and 14% of sales,
respectively, during the six months ended December 30, 2006.
Due to their size and operational scale, high-volume retailers
require extensive category and product knowledge and specialized
services regarding the quantity, quality and timing of product
orders. We have organized multifunctional customer management
teams, which has allowed us to form strategic long-term
relationships with these customers and efficiently focus
resources on category, product and service expertise. Smaller
regional customers attracted to our leading brands and quality
products also represent an important component of our
distribution, and our organizational model provides for an
efficient use of resources that delivers a high level of
category and channel expertise and services to these customers.
Sales to the mass merchant channel accounted for approximately
47% of our net sales in the six months ended December 30,
2006. We sell all of our product categories in this channel
primarily under our Hanes, Just My Size,
Playtex and C9 by Champion brands. Mass merchants
feature high-volume, low-cost sales of basic apparel items along
with a diverse variety of consumer goods products, such as
grocery and drug
7
products and other hard lines, and are characterized by large
retailers, such as Wal-Mart. Wal-Mart, which accounted for
approximately 28% of our net sales during the six months ended
December 30, 2006, is our largest mass merchant customer.
Sales to the national chains and department stores channel
accounted for approximately 20% of our net sales during the six
months ended December 30, 2006. These retailers target a
higher-income consumer than mass merchants, focus more of their
sales on apparel items rather than other consumer goods such as
grocery and drug products, and are characterized by large
retailers such as Sears, Roebuck and Co., JC Penney Company,
Inc. and Kohls. We sell all of our product categories in
this channel. Traditional department stores target higher-income
consumers and carry more high-end, fashion conscious products
than national chains or mass merchants and tend to operate in
higher-income areas and commercial centers. Traditional
department stores are characterized by large retailers such as
Macys and Dillards, Inc. We sell products in our
intimate apparel, hosiery and underwear categories through these
department stores.
Sales to the direct to consumer channel accounted for
approximately 9% of our net sales in the six months ended
December 30, 2006. We sell our branded products directly to
consumers through our 220 outlet stores, as well as our catalogs
and our web sites operating under the Hanes name as well
as OneHanes Place, Outer Banks, Just My Size
and Champion. Our outlet stores are value-based,
offering the consumer a savings of 25% to 40% off suggested
retail prices, and sell first-quality, excess, post-season,
obsolete and slightly imperfect products. Our catalogs and web
sites address the growing direct to consumer channel that
operates in todays 24/7 retail environment, and we have an
active database of approximately two million consumers receiving
our catalogs and emails. Our web sites have experienced
significant growth and we expect this trend to continue as more
consumers embrace this retail shopping channel.
Sales in our international segment represented approximately 9%
of our net sales during the six months ended December 30,
2006, and included sales in Europe, Asia, Canada and Latin
America. Japan, Canada and Mexico are our largest international
markets, and we also have opened sales offices in India and
China. We operate in several locations in Latin America
including Mexico, Puerto Rico, Argentina, Brazil and Central
America. From an export business perspective, we use
distributors to service customers in the Middle East and Asia,
and have a limited presence in Latin America. The primary focus
of the export business is Hanes underwear and
Bali, Playtex, Wonderbra and barely
there intimate apparel.
Sales in other channels represented approximately 15% of our net
sales during the six months ended December 30, 2006. We
sell t-shirts, golf and sport shirts and fleece sweatshirts to
third-party embellishers primarily under our Hanes,
Hanes Beefy-T and Outer Banks brands. Sales to
third-party embellishers accounted for approximately 9% of our
net sales during the six months ended December 30, 2006. We
also sell a significant range of our underwear, activewear and
sock products under the Champion brand to wholesale
clubs, such as Costco, and sporting goods stores, such as The
Sports Authority, Inc. We sell primarily legwear and underwear
products under the Hanes and Leggs brands to
food, drug and variety stores. We sell our branded apparel
essentials products to the U.S. military for sale to
servicemen and servicewomen.
Inventory
Effective inventory management is a key component of our future
success. Because our customers do not purchase our products
under long-term supply contracts, but rather on a purchase order
basis, effective inventory management requires close
coordination with the customer base. We employ various types of
inventory management techniques that include collaborative
forecasting and planning, vendor-managed inventory, key event
management and various forms of replenishment management
processes. We have demand management planners in our customer
management group who work closely with customers to develop
demand forecasts that are passed to the supply chain. We also
have professionals within the customer management group who
coordinate daily with our larger customers to help ensure that
our customers planned inventory levels are in fact
available at their individual retail outlets. Additionally,
within our supply chain organization we have dedicated
professionals that translate the demand forecast into our
inventory strategy and specific production plans. These
individuals work closely with our customer management team to
balance inventory investment/exposure with customer service
targets.
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Seasonality
Generally, our diverse range of product offerings helps mitigate
the impact of seasonal changes in demand for certain items.
Nevertheless, we are subject to some degree of seasonality.
Sales are typically higher in the two quarters ending in
September and December. Socks, hosiery and fleece products
generally have higher sales during this period as a result of
cooler weather,
back-to-school
shopping and holidays. Sales levels in a period are also
impacted by customers decisions to increase or decrease
their inventory levels in response to anticipated consumer
demand.
Marketing
Our strategy is to bring consumer-driven innovation to market in
a compelling way. Our approach is to build targeted, effective
multimedia advertising and marketing campaigns regarding our
portfolio of key brands. In addition, we will explore new
marketing opportunities through which we can communicate the key
features and benefits of our brands to consumers. For example,
in fiscal 2005, we launched our comprehensive Look Who
Weve Got Our Hanes on Now marketing campaign, which
we believe significantly increased positive consumer attitudes
about the Hanes brand in the areas of stylishness,
distinctiveness and
up-to-date
products. We believe that the strength of our consumer insights,
our distinctive brand propositions and our focus on integrated
marketing give us a competitive advantage in the fragmented
apparel marketplace.
Distribution
We distribute our products for the U.S. market primarily
from
U.S.-based
company-owned and company-operated distribution centers. As of
December 30, 2006, we operated 32 distribution centers and
also performed direct ship services from selected Central
America-, Caribbean Basin- and Mexico-based operations to the
U.S. markets. International distribution operations use a
combination of third-party logistics providers, as well as owned
and operated distribution operations, to distribute goods to our
various international markets. We are currently in the process
of consolidating several of our U.S. distribution centers.
In this process, we intend to centralize our distribution
centers around our Winston-Salem, North Carolina, base, and we
announced the closure of three distribution centers in the
United States during the six months ended December 30,
2006. During the six months ended December 30, 2006, we
opened our first West Coast distribution center in California.
Manufacturing
and Sourcing
During the six months ended December 30, 2006,
approximately 77% of our finished goods sold in the United
States were manufactured through a combination of facilities we
own and operate and facilities owned and operated by third-party
contractors. These contractors perform some of the steps in the
manufacturing process for us, such as cutting
and/or
sewing. We sourced the remainder of our finished goods from
third-party manufacturers who supply us with finished products
based on our designs. We believe that our balanced approach to
product supply, which relies on a combination of owned,
contracted and sourced manufacturing located across different
geographic regions, increases the efficiency of our operations,
reduces product costs and offers customers a reliable source of
supply.
Finished
Goods That Are Manufactured by Hanesbrands
The manufacturing process for finished goods that we manufacture
begins with raw materials we obtain from third parties. The
principal raw materials in our product categories are cotton and
synthetics. Our costs for cotton yarn and cotton-based textiles
vary based upon the fluctuating and often volatile cost of
cotton, which is affected by, among other factors, weather,
consumer demand, speculation on the commodities market and the
relative valuations and fluctuations of the currencies of
producer versus consumer countries. We attempt to mitigate the
effect of fluctuating raw material costs by entering into
short-term supply agreements that set the price we will pay for
cotton yarn and cotton-based textiles in future periods. We also
enter into hedging contracts on cotton designed to protect us
from severe market fluctuations in the wholesale prices of
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cotton. In addition to cotton yarn and cotton-based textiles, we
use thread and trim for product identification, buttons,
zippers, snaps and lace.
Fluctuations in crude oil or petroleum prices may also influence
the prices of items used in our business, such as chemicals,
dyestuffs, polyester yarn and foam. Alternate sources of these
materials and services are readily available. After they are
sourced, cotton and synthetic materials are spun into yarn,
which is then knitted into cotton, synthetic and blended
fabrics. We spin a significant portion of the yarn and knit a
significant portion of the fabrics we use in our owned and
operated facilities. To a lesser extent, we purchase fabric from
several domestic and international suppliers in conjunction with
scheduled production. These fabrics are cut and sewn into
finished products, either by us or by third-party contractors.
Most of our cutting and sewing operations are located in Central
America and the Caribbean Basin.
In making decisions about the location of manufacturing
operations and third-party sources of supply, we consider a
number of factors including local labor costs, quality of
production, applicable quotas and duties, and freight costs.
Although, according to a 2005 study, approximately 80% of our
workforce in fiscal 2005 was located outside the United States,
approximately 70% of our labor costs in fiscal 2005 were related
to our domestic workforce. We continue to evaluate actions to
reduce our U.S. workforce over time, which should have the
effect of reducing our total labor costs. Over the past ten
years, we have engaged in a substantial asset relocation
strategy designed to eliminate or relocate portions of our
U.S.-based
manufacturing operations to lower-cost locations in Central
America, the Caribbean Basin and Asia. For example, at an owned
textile manufacturing facility in the Dominican Republic, which
began production in early 2006, and through a strategic alliance
with a third-party textile manufacturer in El Salvador, which
began production in 2005, textiles are knit, dyed, finished and
cut in accordance with our specifications. We expect to achieve
cost efficiencies from our operations at these facilities
primarily as a result of lower labor costs. In addition, because
these manufacturing facilities are located in close proximity to
the sewing operations to which the manufactured textiles must be
transported, we expect to achieve additional efficiencies by
reducing the amount of time needed to produce finished goods. We
also expect to increase asset utilization through the operations
at these facilities. In connection with moving operations from
other facilities, we reduced excess manufacturing capacity. We
closed two of our owned textile facilities in the United States
in connection with these projects.
During the six months ended December 30, 2006, we announced
decisions to close four textile and sewing plants in the United
States, Puerto Rico and Mexico and consolidate three
distribution centers in the United States. As further plans are
developed and approved by management and our board of directors,
we expect to recognize additional restructuring costs to
eliminate duplicative functions within the organization and
transition a significant portion of our manufacturing capacity
to lower-cost locations. As a result of these efforts, we expect
to incur approximately $250 million in restructuring and
related charges over the next three years of which approximately
half is expected to be noncash.
Finished
Goods That Are Manufactured by Third Parties
In addition to our manufacturing capabilities, we also source
finished goods designed by us from third-party manufacturers,
also referred to as turnkey products. Many of these
turnkey products are sourced from international suppliers by our
strategic sourcing hubs in Hong Kong and other locations in Asia.
All contracted and sourced manufacturing must meet our high
quality standards. Further, all contractors and third-party
manufacturers must be preaudited and adhere to our strict
supplier and business practices guidelines. These requirements
provide strict standards covering hours of work, age of workers,
health and safety conditions and conformity with local laws.
Each new supplier must be inspected and agree to comprehensive
compliance terms prior to performance of any production on our
behalf. We audit compliance with these standards and maintain
strict compliance performance records. In addition to our audit
procedures, we require certain of our suppliers to be Worldwide
Responsible Apparel Production, or WRAP, certified.
WRAP is a stringent apparel certification program that
independently monitors and certifies compliance with certain
specified manufacturing standards that are intended to ensure
that a given factory produces sewn goods under lawful, humane,
and ethical conditions. WRAP uses third-party, independent
certification firms and requires
factory-by-factory
certification.
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Trade
Regulation
We are exposed to certain risks of doing business outside of the
United States. We import goods from company-owned facilities in
Mexico, Central America and the Caribbean Basin, and from
suppliers in those areas and in Asia, Europe, Africa and the
Middle East. These import transactions had been subject to
constraints imposed by bilateral agreements that imposed quotas
that limited the amount of certain categories of merchandise
from certain countries that could be imported into the United
States and the EU.
Pursuant to a 1995 Agreement on Textiles and Clothing under the
World Trade Organization, or WTO, effective
January 1, 2005, the United States and other WTO member
countries were required, with few exceptions, to remove quotas
on goods from WTO member countries. The complete removal of
quotas would benefit us, as well as other apparel companies, by
allowing us to source products without quantitative limitation
from any country. Several countries, including the United
States, have imposed safeguard quotas on China pursuant to the
terms of Chinas Accession Agreement to the WTO, and others
may impose similar restrictions in the future. Our management
evaluates the possible impact of these and similar actions on
our ability to import products from China. We do not expect the
imposition of these safeguards to have a material impact on us.
Our management monitors new developments and risks relating to
duties, tariffs and quotas. In response to the changing import
environment resulting from the elimination of quotas, management
has chosen to continue its balanced approach to manufacturing
and sourcing. We attempt to limit our sourcing exposure through
geographic diversification with a mix of company-owned and
contracted production, as well as shifts of production among
countries and contractors. We will continue to manage our supply
chain from a global perspective and adjust as needed to changes
in the global production environment.
Competition
The apparel essentials market is highly competitive and rapidly
evolving. Competition generally is based upon price, brand name
recognition, product quality, selection, service and purchasing
convenience. Our businesses face competition today from other
large corporations and foreign manufacturers. These competitors
include Berskhire Hathaway Inc. through its subsidiary Fruit of
the Loom, Inc., Warnaco Group Inc., VF Corporation (which in
January 2007 agreed to sell its intimate apparel business to
Fruit of the Loom, Inc.) and Maidenform Brands, Inc. in our
innerwear business segment and Gildan Activewear, Inc. and
Berkshire Hathaway Inc. through its subsidiaries Russell
Corporation and Fruit of the Loom, Inc. in our outerwear
business segment. We also compete with many small manufacturers
across all of our business segments. Additionally, department
stores and other retailers, including many of our customers,
market and sell apparel essentials products under private labels
that compete directly with our brands. We also face intense
competition from specialty stores who sell private label apparel
not manufactured by us such as Victorias Secret, Old Navy
and The Gap.
Our competitive strengths include our strong brands with leading
market positions, our high-volume, core essentials focus, our
significant scale of operations and our strong customer
relationships.
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Strong Brands with Leading Market Positions. According to
NPD, our brands hold either the number one or number two
U.S. market position by sales in most product categories in
which we compete, on a rolling year-end basis as of December
2006. According to NPD, our largest brand, Hanes, is the
top-selling apparel brand in the United States by units sold, on
a rolling year-end basis as of December 2006.
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High-Volume, Core Essentials Focus. We sell high-volume,
frequently replenished apparel essentials. The majority of our
core styles continue from year to year, with variations only in
color, fabric or design details, and are frequently replenished
by consumers. We believe that our status as a high-volume seller
of core apparel essentials creates a more stable and predictable
revenue base and reduces our exposure to dramatic fashion shifts
often observed in the general apparel industry.
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Significant Scale of Operations. According to NPD, we are
the largest seller of apparel essentials in the United States as
measured by sales on a rolling year-end basis as of
December 2006. Most of our products are sold to large
retailers which have high-volume demands. We believe that we are
able to
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leverage our significant scale of operations to provide us with
greater manufacturing efficiencies, purchasing power and product
design, marketing and customer management resources than our
smaller competitors.
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Strong Customer Relationships. We sell our products
primarily through large, high-volume retailers, including mass
merchants, department stores and national chains. We have
strong, long-term relationships with our top customers,
including relationships of more than ten years with each of our
top ten customers. In the late 1980s, we undertook a shift in
our approach to our relationships with our largest customers
when we sought to align significant parts of our organization
with corresponding parts of their organizations. We also have
entered into customer-specific programs such as the introduction
in 2004 of C9 by Champion products marketed and sold
through Target stores. Through these efforts, we have become the
largest apparel essentials supplier to many of our customers.
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Intellectual
Property
Overview
We market our products under hundreds of trademarks, service
marks and trade names in the United States and other countries
around the world, the most widely recognized being Hanes,
Champion, Playtex, Bali, Just My
Size, barely there, Wonderbra, C9 by
Champion, Leggs, Beefy-T, Outer
Banks, Duofold, Sol y Oro, Rinbros,
Zorba and Ritmo. Some of our products are sold
under trademarks that have been licensed from third parties,
such as Polo Ralph Lauren mens underwear, and we
also hold licenses from various toy and media companies that
give us the right to use certain of their proprietary
characters, names and trademarks.
Some of our own trademarks are licensed to third parties for
noncore product categories, such as Champion for
athletic-oriented accessories. In the United States, the
Playtex trademark is owned by Playtex Marketing
Corporation, of which we own a 50% share and which grants to us
a perpetual royalty-free license to the Playtex trademark
on and in connection with the sale of apparel in the United
States and Canada. The other 50% share of Playtex Marketing
Corporation is owned by Playtex Products, Inc., an unrelated
third-party, which has a perpetual royalty-free license to the
Playtex trademark on and in connection with the sale of
non-apparel products in the United States. Outside the United
States and Canada, we own the Playtex trademark and perpetually
license such trademark to Playtex Products, Inc. for non-apparel
products. In addition, as described below, as part of Sara
Lees sale in February 2006 of its European branded apparel
business, an affiliate of Sun Capital Partners, Inc., or
Sun Capital, has an exclusive, perpetual,
royalty-free license to sell and distribute apparel products
under the Wonderbra and Playtex trademarks in the
member states of the EU, as well as several other European
nations and South Africa. We also own a number of copyrights.
Our trademarks and copyrights are important to our marketing
efforts and have substantial value. We aggressively protect
these trademarks and copyrights from infringement and dilution
through appropriate measures, including court actions and
administrative proceedings.
Although the laws vary by jurisdiction, trademarks generally
remain valid as long as they are in use
and/or their
registrations are properly maintained and have not been found to
have become generic. Most of the trademarks in our portfolio,
including all of our core brands, are covered by trademark
registrations in the countries of the world in which we do
business, with registration periods ranging between seven and
20 years depending on the country. Trademark registrations
generally can be renewed indefinitely as long as the trademarks
are in use. We have an active program designed to ensure that
our trademarks are registered, renewed, protected and
maintained. We plan to continue to use all of our core
trademarks and plan to renew the registrations for such
trademarks for as long as we continue to use them. Most of our
copyrights are unregistered, although we have a sizable
portfolio of copyrighted lace designs that are the subject of a
number of registrations at the U.S. Copyright Office.
We place high importance on product innovation and design, and a
number of these innovations and designs are the subject of
patents. However, we do not regard any segment of our business
as being dependent upon any single patent or group of related
patents. In addition, we own proprietary trade secrets,
technology, and know how that we have not patented.
12
Shared
Trademark Relationship with Sun Capital
In February 2006, Sara Lee sold its European branded apparel
business to an affiliate of Sun Capital. In connection with the
sale, Sun Capital received an exclusive, perpetual, royalty-free
license to sell and distribute apparel products under the
Wonderbra and Playtex trademarks in the member
states of the EU, as well as Belarus, Bosnia-Herzegovina,
Bulgaria, Croatia, Macedonia, Moldova, Morocco, Norway, Romania,
Russia, Serbia-Montenegro, South Africa, Switzerland, Ukraine,
Andorra, Albania, Channel Islands, Lichtenstein, Monaco,
Gibraltar, Guadeloupe, Martinique, Reunion and French Guyana,
which we refer to as the Covered Nations. We are not
permitted to sell Wonderbra and Playtex branded
products in the Covered Nations and without our agreement Sun
Capital is not permitted to sell Wonderbra and
Playtex branded products outside of the Covered Nations.
In connection with the sale, we also have received an exclusive,
perpetual royalty-free license to sell DIM and UNNO
branded products in Panama, Honduras, El Salvador, Costa
Rica, Nicaragua, Belize, Guatemala, Mexico, Puerto Rico, the
United States, Canada and, for DIM products, Japan. We
are not permitted to sell DIM or UNNO branded
apparel products outside of these countries and Sun Capital is
not permitted to sell DIM or UNNO branded apparel
products inside these countries. We also are not permitted to
distribute or sell certain apparel products, not including
Hanes products, in the Covered Nations until February
2007. In addition, the rights to certain European-originated
brands previously part of Sara Lees branded apparel
portfolio were transferred to Sun Capital and are not included
in our brand portfolio.
Licensing
Relationship with Tupperware Corporation
In December 2005, Sara Lee sold its direct selling business,
which markets cosmetics, skin care products, toiletries and
clothing in 18 countries, to Tupperware Corporation, or
Tupperware. In connection with the sale, Dart
Industries Inc., or Dart, an affiliate of
Tupperware, received a three-year exclusive license agreement to
use the C Logo, Champion U.S.A., Wonderbra,
W by Wonderbra, The One and Only Wonderbra,
Playtex, Just My Size and Hanes trademarks
for the manufacture and sale, under the applicable brands, of
certain mens and womens apparel in the Philippines,
including underwear, socks, sportswear products, bras, panties
and girdles, and for the exhaustion of similar product inventory
in Malaysia. Dart also received a ten-year, royalty-free,
exclusive license to use the Girls Attitudes
trademark for the manufacture and sale of certain
toiletries, cosmetics, intimate apparel, underwear, sports wear,
watches, bags and towels in the Philippines. The rights and
obligations under these agreements were assigned to us as part
of the spin off.
In connection with the sale of Sara Lees direct selling
business, Tupperware also signed two five-year distributorship
agreements providing Tupperware with the right, which is
exclusive for the first three years of the agreements, to
distribute and sell, through
door-to-door
and similar channels, Playtex, Champion,
Rinbros, Aire, Wonderbra, Hanes and
Teens by Hanes apparel items in Mexico that we have
discontinued
and/or
determined to be obsolete. The agreements also provide
Tupperware with the exclusive right for five years to distribute
and sell through such channels such apparel items sold by us in
the ordinary course of business. The agreements also grant a
limited right to use such trademarks solely in connection with
the distribution and sale of those products in Mexico.
Under the terms of the agreements, we reserve the right to apply
for, prosecute and maintain trademark registrations in Mexico
for those products covered by the distributorship agreement. The
rights and obligations under these agreements were assigned to
us as part of the spin off.
Environmental
Matters
We are subject to various federal, state, local and foreign laws
and regulations that govern our activities, operations and
products that may have adverse environmental, health and safety
effects, including laws and regulations relating to generating
emissions, water discharges, waste, product and packaging
content and workplace safety. Noncompliance with these laws and
regulations may result in substantial monetary penalties and
criminal sanctions. We are aware of hazardous substances or
petroleum releases at a few of our facilities and are working
with the relevant environmental authorities to investigate and
address such releases. We also have been identified as a
potentially responsible party at a few waste
disposal sites undergoing investigation
13
and cleanup under the federal Comprehensive Environmental
Response, Compensation and Liability Act (commonly known as
Superfund) or state Superfund equivalent programs. Where we have
determined that a liability has been incurred and the amount of
the loss can reasonably be estimated, we have accrued amounts in
our balance sheet for losses related to these sites. Compliance
with environmental laws and regulations and our remedial
environmental obligations historically have not had a material
impact on our operations, and we are not aware of any proposed
regulations or remedial obligations that could trigger
significant costs or capital expenditures in order to comply.
Government
Regulation
We are subject to U.S. federal, state and local laws and
regulations that could affect our business, including those
promulgated under the Occupational Safety and Health Act, the
Consumer Product Safety Act, the Flammable Fabrics Act, the
Textile Fiber Product Identification Act, the rules and
regulations of the Consumer Products Safety Commission and
various environmental laws and regulations. Our international
businesses are subject to similar laws and regulations in the
countries in which they operate. Our operations also are subject
to various international trade agreements and regulations. See
Trade Regulation. While we believe that we are
in compliance in all material respects with all applicable
governmental regulations, current governmental regulations may
change or become more stringent or unforeseen events may occur,
any of which could have a material adverse effect on our
financial position or results of operations.
Employees
As of December 30, 2006, we had approximately 49,000
employees, approximately 13,300 of whom were located in the
United States. As of December 30, 2006, in the United
States, approximately 100 were covered by collective bargaining
agreements. A portion of our international employees were also
covered by collective bargaining agreements. We believe our
relationships with our employees are good.
This section describes circumstances or events that could have a
negative effect on our financial results or operations or that
could change, for the worse, existing trends in our businesses.
The occurrence of one or more of the circumstances or events
described below could have a material adverse effect on our
financial condition, results of operations and cash flows or on
the trading prices of our common stock. The risks and
uncertainties described in this
Form 10-K
are not the only ones facing us. Additional risks and
uncertainties that currently are not known to us or that we
currently believe are immaterial also may adversely affect our
businesses and operations.
Risks
Related to Our Business
A
significant portion of our textile manufacturing operations are
located in higher-cost locations, placing us at a product cost
disadvantage to our competitors who have a higher percentage of
their manufacturing operations in lower-cost, offshore
locations.
Though there has been a general industry-wide migration of
manufacturing operations to lower-cost locations, such as
Central America, the Caribbean Basin and Asia, a significant
portion of our textile manufacturing operations are still
located in higher-cost locations, such as the United States. In
addition, our competitors generally source or produce a greater
portion of their textiles from regions with lower costs than us,
placing us at a cost disadvantage. Our competitors are able to
exert pricing pressure on us by using their manufacturing cost
savings to reduce prices of their products, while maintaining
higher margins than us. To remain competitive, we must, among
other things, react to these pricing pressures by lowering our
prices from time to time. We will continue to experience pricing
pressure and remain at a cost disadvantage to our competitors
unless we are able to successfully migrate a greater portion of
our textile manufacturing operations
14
to lower-cost locations. However, we cannot guarantee that our
migration plans, as executed, will relieve these pricing
pressures and our cost disadvantage.
We are in
the process of relocating a significant portion of our textile
manufacturing operations to overseas locations and this process
involves significant costs and the risk of operational
interruption.
We currently are relocating and expect to continue to relocate a
significant portion of our textile manufacturing operations to
locations in Central America, the Caribbean Basin and Asia. The
process of relocating significant portions of our textile
manufacturing and production operations has resulted in and will
continue to result in significant costs. As further plans are
developed and approved by management and our board of directors,
we expect to recognize additional restructuring costs to
eliminate duplicative functions within the organization and
transition a significant portion of our manufacturing capacity
to lower-cost locations. As a result of these efforts, we expect
to incur approximately $250 million in restructuring and
related charges over the next three years of which approximately
half is expected to be noncash. This process also may result in
operational interruptions, which may have an adverse effect on
our business, results of operations and financial condition.
The
integration of our information technology systems is complex,
and any delay or problem with this integration may cause serious
disruption or harm to our business.
As part of our efforts to consolidate our operations, we are in
the process of integrating currently unrelated information
technology systems across our company which has resulted in
operational inefficiencies and in some cases increased our
costs. This process involves the replacement of eight
independent systems environments running on different technology
platforms with a unified enterprise system that will integrate
all of our departments and functions onto common software that
runs off a single database. We are subject to the risk that we
will not be able to absorb the level of systems change, commit
the necessary resources or focus the management attention
necessary for the implementation to succeed. Many key strategic
initiatives of major business functions, such as our supply
chain and our finance operations, depend on advanced
capabilities enabled by the new systems and if we fail to
properly execute or if we miss critical deadlines in the
implementation of this initiative, we could experience serious
disruption and harm to our business.
We
operate in a highly competitive and rapidly evolving market, and
our market share and results of operations could be adversely
affected if we fail to compete effectively in the
future.
The apparel essentials market is highly competitive and evolving
rapidly. Competition is generally based upon price, brand name
recognition, product quality, selection, service and purchasing
convenience. Our businesses face competition today from other
large corporations and foreign manufacturers. These competitors
include Berskhire Hathaway Inc. through its subsidiary Fruit of
the Loom, Inc., Warnaco Group Inc., VF Corporation (which
in January 2007 agreed to sell its intimate apparel business to
Fruit of the Loom, Inc.) and Maidenform Brands, Inc. in our
innerwear business segment and Gildan Activewear, Inc. and
Berkshire Hathaway Inc. through its subsidiaries Russell
Corporation and Fruit of the Loom, Inc. in our outerwear
business segment. We also compete with many small companies
across all of our business segments. Additionally, department
stores and other retailers, including many of our customers,
market and sell apparel essentials products under private labels
that compete directly with our brands. These customers may buy
goods that are manufactured by others, which represents a lost
business opportunity for us, or they may sell private label
products manufactured by us, which have significantly lower
gross margins than our branded products. We also face intense
competition from specialty stores that sell private label
apparel not manufactured by us, such as Victorias Secret,
Old Navy and The Gap. Increased competition may result in a loss
of or a reduction in shelf space and promotional support and
reduced prices, in each case decreasing our cash flows,
operating margins and profitability. Our ability to remain
competitive in the areas of price, quality, brand recognition,
research and product development, manufacturing and distribution
will, in large part, determine our future success. If we fail to
compete successfully, our market share, results of operations
and financial condition will be materially and adversely
affected.
15
If we
fail to manage our inventory effectively, we may be required to
establish additional inventory reserves or we may not carry
enough inventory to meet customer demands, causing us to suffer
lower margins or losses.
We are faced with the constant challenge of balancing our
inventory with our ability to meet marketplace needs. Excess
inventory reserves can result from the complexity of our supply
chain, a long manufacturing process and the seasonal nature of
certain products. As a result, we are subject to high levels of
obsolescence and excess stock. Based on discussions with our
customers and internally generated projections, we produce,
purchase
and/or store
raw material and finished goods inventory to meet our expected
demand for delivery. However, we sell a large number of our
products to a small number of customers, and these customers
generally are not required by contract to purchase our goods.
If, after producing and storing inventory in anticipation of
deliveries, demand is lower than expected, we may have to hold
inventory for extended periods or sell excess inventory at
reduced prices, in some cases below our cost. There are inherent
uncertainties related to the recoverability of inventory, and it
is possible that market factors and other conditions underlying
the valuation of inventory may change in the future and result
in further reserve requirements. Excess inventory can reduce
gross margins or result in operating losses, lowered plant and
equipment utilization and lowered fixed operating cost
absorption, all of which could have a material adverse effect on
our business, results of operations or financial condition. For
example, while our total inventory reserves were approximately
$99 million at December 30, 2006, $88 million at
July 1, 2006 and $89 million at July 3, 2004, our
total inventory reserves were approximately $116 million at
July 2, 2005, due in part to lower demand for some of our
products than forecasted.
Conversely, we also are exposed to lost business opportunities
if we underestimate market demand and produce too little
inventory for any particular period. Because sales of our
products are generally not made under contract, if we do not
carry enough inventory to satisfy our customers demands
for our products within an acceptable time frame, they may seek
to fulfill their demands from one or several of our competitors
and may reduce the amount of business they do with us. Any such
action would have a material adverse effect on our business,
results of operations and financial condition.
Sales of
and demand for our products may decrease if we fail to keep pace
with evolving consumer preferences and trends, which could have
an adverse effect on net sales and profitability.
Our success depends on our ability to anticipate and respond
effectively to evolving consumer preferences and trends and to
translate these preferences and trends into marketable product
offerings. If we are unable to successfully anticipate, identify
or react to changing styles or trends or misjudge the market for
our products, our sales may be lower than expected and we may be
faced with a significant amount of unsold finished goods
inventory. In response, we may be forced to increase our
marketing promotions, provide markdown allowances to our
customers or liquidate excess merchandise, any of which could
have a material adverse effect on our net sales and
profitability. Our brand image may also suffer if customers
believe that we are no longer able to offer innovative products,
respond to consumer preferences or maintain the quality of our
products.
We rely
on a relatively small number of customers for a significant
portion of our sales, and the loss of or material reduction in
sales to any of our top customers would have a material adverse
effect on our business, results of operations and financial
condition.
During the six months ended December 30, 2006, our top ten
customers accounted for 62% of our net sales and our top
customer, Wal-Mart, accounted for 28% of our net sales. We
expect that these customers will continue to represent a
significant portion of our net sales in the future. In addition,
our top ten customers are the largest market participants in our
primary distribution channels across all of our product lines.
Any loss of or material reduction in sales to any of our top ten
customers, especially Wal-Mart, would be difficult to recapture,
and would have a material adverse effect on our business,
results of operations and financial condition.
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We
generally do not sell our products under contracts, and, as a
result, our customers are generally not contractually obligated
to purchase our products, which causes some uncertainty as to
future sales and inventory levels.
We generally do not enter into purchase agreements that obligate
our customers to purchase our products, and as a result, most of
our sales are made on a purchase order basis. For example, we
have no agreements with Wal-Mart that obligate Wal-Mart to
purchase our products. If any of our customers experiences a
significant downturn in its business, or fails to remain
committed to our products or brands, the customer is generally
under no contractual obligation to purchase our products and,
consequently, may reduce or discontinue purchases from us. In
the past, such actions have resulted in a decrease in sales and
an increase in our inventory and have had an adverse effect on
our business, results of operations and financial condition. If
such actions occur again in the future, our business, results of
operations and financial condition will likely be similarly
affected.
Further
consolidation among our customer base and continued growth of
our existing customers could result in increased pricing
pressure, reduced floor space for our products and other changes
that could be harmful to our business.
In recent years there has been a growing trend toward retailer
consolidation. As a result of this consolidation, the number of
retailers to which we sell our products continues to decline
and, as such, larger retailers now are able to exercise greater
negotiating power when purchasing our products. Continued
consolidation in the retail industry could result in further
price and other competition that may damage our business.
Additionally, as our customers grow larger, they increasingly
may require us to provide them with some of our products on an
exclusive basis, which could cause an increase in the number of
stock keeping units, or SKUs, we must carry and,
consequently, increase our inventory levels and working capital
requirements.
Moreover, as our customers consolidate and grow larger they may
increasingly seek markdown allowances, incentives and other
forms of economic support which reduce our gross margins and
affect our profitability. Our financial performance is
negatively affected by these pricing pressures when we are
forced to reduce our prices without being able to
correspondingly reduce our production costs.
Our
customers generally purchase our products on credit, and as a
result, our results of operations and financial condition may be
adversely affected if our customers experience financial
difficulties.
During the past several years, various retailers, including some
of our largest customers, have experienced significant
difficulties, including restructurings, bankruptcies and
liquidations. This could adversely affect us because our
customers generally pay us after goods are delivered. Adverse
changes in our customers financial position could cause us
to limit or discontinue business with that customer, require us
to assume more credit risk relating to that customers
future purchases or limit our ability to collect accounts
receivable relating to previous purchases by that customer, all
of which could have a material adverse effect on our business,
results of operations and financial condition.
International
trade regulations may increase our costs or limit the amount of
products that we can import from suppliers in a particular
country, which could have an adverse effect on our
business.
Because a significant amount of our manufacturing and production
operations are in, or our products are sourced from, overseas
locations, we are subject to international trade regulations.
The international trade regulations to which we are subject or
may become subject include tariffs, safeguards or quotas. These
regulations could limit the countries from which we produce or
source our products or significantly increase the cost of
operating in or obtaining materials originating from certain
countries. Restrictions imposed by international trade
regulations can have a particular impact on our business when,
after we have moved our operations to a particular location, new
unfavorable regulations are enacted in that area or favorable
regulations
17
currently in effect are changed. The countries in which our
products are manufactured or into which they are imported may
from time to time impose additional new regulations, or modify
existing regulations, including:
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additional duties, taxes, tariffs and other charges on imports,
including retaliatory duties or other trade sanctions, which may
or may not be based on WTO rules, and which would increase the
cost of products purchased from suppliers in such countries;
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quantitative limits that may limit the quantity of goods which
may be imported into the United States from a particular
country, including the imposition of further
safeguard mechanisms by the U.S. government or
governments in other jurisdictions, limiting our ability to
import goods from particular countries, such as China;
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changes in the classification of products that could result in
higher duty rates than we have historically paid;
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modification of the trading status of certain countries;
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requirements as to where products are manufactured;
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creation of export licensing requirements, imposition of
restrictions on export quantities or specification of minimum
export pricing; or
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creation of other restrictions on imports.
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Adverse international trade regulations, including those listed
above, would have a material adverse effect on our business,
results of operations and financial condition.
Significant
fluctuations and volatility in the price of cotton and other raw
materials we purchase may have a material adverse effect on our
business, results of operations and financial
condition.
Cotton is the primary raw material used in the manufacture of
many of our products. Our costs for cotton yarn and cotton-based
textiles vary based upon the fluctuating and often volatile cost
of cotton, which is affected by weather, consumer demand,
speculation on the commodities market, the relative valuations
and fluctuations of the currencies of producer versus consumer
countries and other factors that are generally unpredictable and
beyond our control. In addition, fluctuations in crude oil or
petroleum prices may also influence the prices of related items
used in our business, such as chemicals, dyestuffs, polyester
yarn and foam.
We are not always successful in our efforts to protect our
business from the volatility of the market price of cotton
through short-term supply agreements and hedges, and our
business can be adversely affected by dramatic movements in
cotton prices. For example, we estimate that, excluding the
impact of futures contracts, a change of $0.01 per pound in
cotton prices would affect our annual raw material costs by
$3.7 million, at current levels of production. The ultimate
effect of this change on our earnings cannot be quantified, as
the effect of movements in cotton prices on industry selling
prices are uncertain, but any dramatic increase in the price of
cotton would have a material adverse effect on our business,
results of operations and financial condition.
We
incurred substantial indebtedness in connection with the spin
off, which subjects us to various restrictions and could
decrease our profitability and otherwise adversely affect our
business.
We incurred substantial indebtedness of $2.6 billion in
connection with our spin off from Sara Lee as described in
Managements Discussion and Analysis of Financial
Condition and Results of OperationsLiquidity and Capital
Resources. In December 2006, we repaid $500 million
of that indebtedness with the proceeds of an offering of
$500 million of our Floating Rate Senior Notes due 2014
(the Floating Rate Senior Notes). We are subject to
significant financial and operating restrictions contained in
the senior secured credit facility we entered into on
September 5, 2006 (the Senior Secured Credit
Facility) and the senior secured second lien credit
facility we entered into on September 5, 2006 (the
Second Lien Credit Facility and, together with the
Senior Secured
18
Credit Facility, the Credit Facilities) and the
indenture governing the Floating Rate Senior Notes. These
restrictions affect, and in some cases significantly limit or
prohibit, among other things, our ability to:
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borrow funds;
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pay dividends or make other distributions;
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make investments;
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engage in transactions with affiliates; or
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create liens on our assets.
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In addition, the Credit Facilities require us to maintain
financial ratios. If we fail to comply with the covenant
restrictions contained in the Credit Facilities, that failure
could result in a default that accelerates the maturity of the
indebtedness under such facilities.
Our substantial leverage also could put us at a significant
competitive disadvantage compared to our competitors which are
less leveraged. These competitors could have greater financial
flexibility to pursue strategic acquisitions, secure additional
financing for their operations by incurring additional debt,
expend capital to expand their manufacturing and production
operations to lower-cost areas and apply pricing pressure on us.
In addition, because many of our customers rely on us to fulfill
a substantial portion of their apparel essentials demand, any
concern these customers may have regarding our financial
condition may cause them to reduce the amount of products they
purchase from us. Our substantial leverage could also impede our
ability to withstand downturns in our industry or the economy in
general.
As a
result of our substantial indebtedness, we may not have
sufficient funding for our operations and capital
requirements.
We paid $2.4 billion of the proceeds of the borrowings we
incurred in connection with the spin off to Sara Lee and, as a
result, those proceeds are not available for our business needs,
such as funding working capital or the expansion of our
operations. In addition, the restrictions contained in the
Credit Facilities and in the indenture governing the Floating
Rate Senior Notes restrict our ability to obtain additional
capital in the future to:
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fund capital expenditures or acquisitions;
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meet our debt payment obligations and capital commitments;
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fund any operating losses or future development of our business
affiliates;
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obtain lower borrowing costs that are available from secured
lenders or engage in advantageous transactions that monetize our
assets; or
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conduct other necessary or prudent corporate activities.
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We may need to incur additional debt or issue equity in order to
fund working capital and capital expenditures or to make
acquisitions and other investments. We cannot assure you that
debt or equity financing will be available to us on acceptable
terms or at all. If we are not able to obtain sufficient
financing, we may be unable to maintain or expand our business.
It may be more expensive for us to raise funds through the
issuance of additional debt than it was while we were part of
Sara Lee.
If we raise funds through the issuance of debt or equity, any
debt securities or preferred stock issued will have rights,
preferences and privileges senior to those of holders of our
common stock in the event of a liquidation, and the terms of the
debt securities may impose restrictions on our operations. If we
raise funds through the issuance of equity, the issuance would
dilute the ownership interest of our stockholders.
19
To
service our substantial debt obligations, we may need to
increase the portion of the income of our foreign subsidiaries
that is expected to be remitted to the United States, which
could significantly increase our income tax expense.
We pay U.S. federal income taxes on that portion of the
income of our foreign subsidiaries that is expected to be
remitted to the United States and be taxable. The amount of the
income of our foreign subsidiaries we remit to the United States
may significantly impact our U.S. federal income tax rate.
In order to service our substantial debt obligations, we may
need to increase the portion of the income of our foreign
subsidiaries that we expect to remit to the United States, which
may significantly increase our income tax expense. Consequently,
we believe that our tax rate in future periods is likely to be
higher, on average, than our historical income tax rates in
periods prior to the spin off on September 5, 2006.
If we
fail to meet our payment or other obligations under some of the
Credit Facilities, the lenders could foreclose on, and acquire
control of, substantially all of our assets.
In connection with our incurrence of indebtedness under the
Credit Facilities, the lenders under those facilities have
received a pledge of substantially all of our existing and
future direct and indirect subsidiaries, with certain customary
or
agreed-upon
exceptions for foreign subsidiaries and certain other
subsidiaries. Additionally, these lenders generally have a lien
on substantially all of our assets and the assets of our
subsidiaries, with certain exceptions. As a result of these
pledges and liens, if we fail to meet our payment or other
obligations under the Senior Secured Credit Facility or the
Second Lien Credit Facility, the lenders under those facilities
will be entitled to foreclose on substantially all of our assets
and, at their option, liquidate these assets.
Our
supply chain relies on an extensive network of foreign
operations and any disruption to or adverse impact on such
operations may adversely affect our business, results of
operations and financial condition.
We have an extensive global supply chain in which a significant
portion of our products are manufactured in or sourced from
locations in Central America, the Caribbean Basin, Mexico and
Asia. Potential events that may disrupt our foreign operations
include:
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political instability and acts of war or terrorism;
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disruptions in shipping and freight forwarding services;
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increases in oil prices, which would increase the cost of
shipping;
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interruptions in the availability of basic services and
infrastructure, including power shortages;
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fluctuations in foreign currency exchange rates resulting in
uncertainty as to future asset and liability values, cost of
goods and results of operations that are denominated in foreign
currencies;
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extraordinary weather conditions or natural disasters, such as
hurricanes, earthquakes or tsunamis; and
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the occurrence of an epidemic, the spread of which may impact
our ability to obtain products on a timely basis.
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Disruptions to our foreign operations have an adverse impact on
our supply chain that can result in production and sourcing
interruptions, increases in our cost of sales and delayed
deliveries of our products to our customers, all of which can
have an adverse affect on our business, results of operations
and financial condition.
The loss
of one or more of our suppliers of finished goods or raw
materials may interrupt our supplies and materially harm our
business.
We purchase all of the raw materials used in our products and
approximately 23% of the apparel designed by us from a limited
number of third-party suppliers and manufacturers. Our ability
to meet our customers needs depends on our ability to
maintain an uninterrupted supply of raw materials and finished
products from
20
our third-party suppliers and manufacturers. Our business,
financial condition or results of operations could be adversely
affected if any of our principal third-party suppliers or
manufacturers experience production problems, lack of capacity
or transportation disruptions. The magnitude of this risk
depends upon the timing of the changes, the materials or
products that the third-party manufacturers provide and the
volume of production.
Our dependence on third parties for raw materials and finished
products subjects us to the risk of supplier failure and
customer dissatisfaction with the quality of our products.
Quality failures by our third-party manufacturers or changes in
their financial or business condition that affect their
production could disrupt our ability to supply quality products
to our customers and thereby materially harm our business.
We may
suffer negative publicity if we or our third-party manufacturers
violate labor laws or engage in practices that are viewed as
unethical or illegal, which could cause a loss of
business.
We cannot fully control the business and labor practices of our
third-party manufacturers, the majority of whom are located in
Central America, the Caribbean Basin and Asia. If one of our own
manufacturing operations or one of our third-party manufacturers
violates or is accused of violating local or international labor
laws or other applicable regulations, or engages in labor or
other practices that would be viewed in any market in which our
products are sold as unethical, we could suffer negative
publicity which could tarnish our brands image or result
in a loss of sales. In addition, if such negative publicity
affected one of our customers, it could result in a loss of
business for us.
We have
approximately 49,000 employees worldwide, and our business
operations and financial performance could be adversely affected
by changes in our relationship with our employees or changes to
U.S. or foreign employment regulations.
We have approximately 49,000 employees worldwide. This means we
have a significant exposure to changes in domestic and foreign
laws governing our relationships with our employees, including
wage and hour laws and regulations, fair labor standards,
minimum wage requirements, overtime pay, unemployment tax rates,
workers compensation rates, citizenship requirements and
payroll taxes, which likely would have a direct impact on our
operating costs. We have approximately 35,700 employees outside
of the United States. A significant increase in minimum wage or
overtime rates in countries where we have employees could have a
significant impact on our operating costs and may require that
we relocate those operations or take other steps to mitigate
such increases, all of which may cause us to incur additional
costs, expend resources responding to such increases and lower
our margins.
In addition, some of our employees are members of labor
organizations or are covered by collective bargaining
agreements. If there were a significant increase in the number
of our employees who are members of labor organizations or
become parties to collective bargaining agreements, we would
become vulnerable to a strike, work stoppage or other labor
action by these employees that could have an adverse effect on
our business.
Due to
the extensive nature of our foreign operations, fluctuations in
foreign currency exchange rates could negatively impact our
results of operations.
We sell a majority of our products in transactions denominated
in U.S. dollars; however, we purchase many of our products,
pay a portion of our wages and make other payments in our supply
chain in foreign currencies. As a result, if the
U.S. dollar were to weaken against any of these currencies,
our cost of sales could increase substantially. We are also
exposed to gains and losses resulting from the effect that
fluctuations in foreign currency exchange rates have on the
reported results in our Combined and Consolidated Financial
Statements due to the translation of operating results and
financial position of our foreign subsidiaries. We use foreign
exchange forward and option contracts to hedge material exposure
to adverse changes in foreign exchange rates. In addition,
currency fluctuations can impact the price of cotton, the
primary raw material we use in our business.
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We have
significant unfunded employee benefit liabilities; if
assumptions underlying our calculation of these liabilities
prove incorrect, the amount of these liabilities could increase
or we could be required to make contributions to these plans in
excess of our current expectations, both of which could have a
negative impact on our cash flows, liquidity and results of
operations.
We assumed significant unfunded employee benefit liabilities of
$299 million as of September 5, 2006 for pension,
postretirement and other retirement benefit qualified and
nonqualified plans from Sara Lee in connection with the spin
off. Included in these unfunded liabilities are pension
obligations that have not been reflected in our historical
financial statements for periods prior to the six months ended
December 30, 2006 because these obligations have
historically been obligations of Sara Lee. The pension
obligations we assumed were $225 million more than the
corresponding pension assets we acquired, and as a result our
pension plans are underfunded. As a result of provisions of the
Pension Protection Act of 2006, we may be required, commencing
with plan years beginning after 2007, to make larger
contributions to our pension plans than Sara Lee made with
respect to these plans in past years. In addition, we could be
required to make contributions to the pension plans in excess of
our current expectations if financial conditions change or if
the assumptions we have used to calculate our pension costs and
obligations prove to be inaccurate. A significant increase in
our funding obligations could have a negative impact on our cash
flows, liquidity and results of operations.
We are
prohibited from selling our Wonderbra and Playtex intimate
apparel products in the EU, as well as certain other countries
in Europe and South Africa, and therefore are unable to take
advantage of business opportunities that may arise in such
countries.
In February 2006, Sara Lee sold its European branded apparel
business to Sun Capital. In connection with the sale, Sun
Capital received an exclusive, perpetual, royalty-free license
to sell and distribute apparel products under the Wonderbra
and Playtex trademarks in the member states of the
EU, as well as Russia, South Africa, Switzerland and certain
other nations in Europe. Due to the exclusive license, we are
not permitted to sell Wonderbra and Playtex
branded products in these nations and Sun Capital is not
permitted to sell Wonderbra and Playtex branded
products outside of these nations. We also are not permitted to
distribute or sell certain apparel products, not including
Hanes products, in these nations until February 2007.
Consequently, we will not be able to take advantage of business
opportunities that may arise relating to the sale of
Wonderbra and Playtex products in these nations.
For more information on these sales restrictions see
BusinessIntellectual Property.
The
success of our business is tied to the strength and reputation
of our brands, including brands that we license to other
parties. If other parties take actions that weaken, harm the
reputation of or cause confusion with our brands, our business,
and consequently our sales and results of operations, may be
adversely affected.
We license some of our important trademarks to third parties.
For example, we license Champion to third parties
for athletic-oriented accessories. Although we make concerted
efforts to protect our brands through quality control mechanisms
and contractual obligations imposed on our licensees, there is a
risk that some licensees may not be in full compliance with
those mechanisms and obligations. In that event, or if a
licensee engages in behavior with respect to the licensed marks
that would cause us reputational harm, we could experience a
significant downturn in that brands business, adversely
affecting our sales and results of operations. Similarly, any
misuse of the Wonderbra and Playtex brands by Sun
Capital could result in negative publicity and a loss of sales
for our products under these brands, any of which may have a
material adverse effect on our business, results of operations
or financial condition.
We
design, manufacture, source and sell products under trademarks
that are licensed from third parties. If any licensor takes
actions related to their trademarks that would cause their
brands or our company reputational harm, our business may be
adversely affected.
We design, manufacture, source and sell a number of our products
under trademarks that are licensed from third parties such as
our Polo Ralph Lauren mens underwear. Because we do
not control the brands licensed to us, our licensors could make
changes to their brands or business models that could result in
a
22
significant downturn in a brands business, adversely
affecting our sales and results of operations. If any licensor
engages in behavior with respect to the licensed marks that
would cause us reputational harm, or if any of the brands
licensed to us violates the trademark rights of another or are
deemed to be invalid or unenforceable, we could experience a
significant downturn in that brands business, adversely
affecting our sales and results of operations, and we may be
required to expend significant amounts on public relations,
advertising and, possibly, legal fees.
Risks
Related to Our Spin Off from Sara Lee
If the
IRS determines that the spin off does not qualify as a
tax-free distribution or a tax-free
reorganization, we may be subject to substantial
liability.
Sara Lee has received a private letter ruling from the Internal
Revenue Service, or the IRS, to the effect that,
among other things, the spin off qualifies as a tax-free
distribution for U.S. federal income tax purposes under
Section 355 of the Internal Revenue Code of 1986, as
amended, or the Internal Revenue Code, and as part
of a tax-free reorganization under Section 368(a)(1)(D) of
the Internal Revenue Code, and the transfer to us of assets and
the assumption by us of liabilities in connection with the spin
off will not result in the recognition of any gain or loss for
U.S. federal income tax purposes to Sara Lee.
Although the private letter ruling relating to the qualification
of the spin off under Sections 355 and 368(a)(1)(D) of the
Internal Revenue Code generally is binding on the IRS, the
continuing validity of the ruling is subject to the accuracy of
factual representations and assumptions made in connection with
obtaining such private letter ruling. Also, as part of the
IRSs general policy with respect to rulings on spin off
transactions under Section 355 of the Internal Revenue
Code, the private letter ruling obtained by Sara Lee is based
upon representations by Sara Lee that certain conditions which
are necessary to obtain tax-free treatment under
Section 355 and Section 368(a)(1)(D) of the Internal
Revenue Code have been satisfied, rather than a determination by
the IRS that these conditions have been satisfied. Any
inaccuracy in these representations could invalidate the ruling.
If the spin off does not qualify for tax-free treatment for
U.S. federal income tax purposes, then, in general, Sara
Lee would be subject to tax as if it has sold the common stock
of our company in a taxable sale for its fair market value. Sara
Lees stockholders would be subject to tax as if they had
received a taxable distribution equal to the fair market value
of our common stock that was distributed to them, taxed as a
dividend (without reduction for any portion of a Sara Lees
stockholders basis in its shares of Sara Lee common stock)
for U.S. federal income tax purposes and possibly for
purposes of state and local tax law, to the extent of a Sara
Lees stockholders pro rata share of Sara Lees
current and accumulated earnings and profits (including any
arising from the taxable gain to Sara Lee with respect to the
spin off). It is expected that the amount of any such taxes to
Sara Lees stockholders and to Sara Lee would be
substantial.
Pursuant to a tax sharing agreement we entered into with Sara
Lee in connection with the spin off, we agreed to indemnify Sara
Lee and its affiliates for any liability for taxes of Sara Lee
resulting from: (1) any action or failure to act by us or
any of our affiliates following the completion of the spin off
that would be inconsistent with or prohibit the spin off from
qualifying as a tax-free transaction to Sara Lee and to Sara
Lees stockholders under Sections 355 and 368(a)(1)(D)
of the Internal Revenue Code, or (2) any action or failure
to act by us or any of our affiliates following the completion
of the spin off that would be inconsistent with or cause to be
untrue any material, information, covenant or representation
made in connection with the private letter ruling obtained by
Sara Lee from the IRS relating to, among other things, the
qualification of the spin off as a tax-free transaction
described under Sections 355 and 368(a)(1)(D) of the
Internal Revenue Code. Our indemnification obligations to Sara
Lee and its affiliates are not limited in amount or subject to
any cap. We expect that the amount of any such taxes to Sara Lee
would be substantial. For more information about the tax sharing
agreement, see Certain Relationships and Related
Transactions, and Director Independence below.
23
We have
virtually no operating history as an independent company upon
which our performance can be evaluated and, accordingly, our
prospects must be considered in light of the risks that any
newly independent company encounters.
Prior to the consummation of the spin off, we operated as part
of Sara Lee. Accordingly, we have virtually no experience
operating as an independent company and performing various
corporate functions, including human resources, tax
administration, legal (including compliance with the
Sarbanes-Oxley Act of 2002 and with the periodic reporting
obligations of the Securities Exchange Act of 1934, or the
Exchange Act), treasury administration, investor
relations, internal audit, insurance, information technology and
telecommunications services, as well as the accounting for many
items such as equity compensation, income taxes, derivatives,
intangible assets and pensions. Our prospects must be considered
in light of the risks, expenses and difficulties encountered by
companies in the early stages of independent business
operations, particularly companies such as ours in highly
competitive markets with complex supply chain operations.
Our
historical financial information is not necessarily indicative
of our results as a separate company and therefore may not be
reliable as an indicator of our future financial
results.
Much of our historical financial statements have been created
from Sara Lees financial statements using our historical
results of operations and historical bases of assets and
liabilities as part of Sara Lee. For example, we operated as
part of Sara Lee for all periods discussed in this
Form 10-K,
other than the last four months of the six months ended
December 30, 2006. Accordingly, the historical financial
information we have included in this
Form 10-K
is not necessarily indicative of what our financial position,
results of operations and cash flows would have been if we had
been a separate, stand-alone entity during all of the periods
presented.
Much of the historical financial information is not necessarily
indicative of what our results of operations, financial position
and cash flows will be in the future and, for periods prior to
the six months ended December 30, 2006, does not reflect
many significant changes in our capital structure, funding and
operations resulting from the spin off. While our historical
results of operations include all costs of Sara Lees
branded apparel business, our historical costs and expenses do
not include all of the costs that would have been or will be
incurred by us as an independent company. In addition, we have
not made adjustments to our historical financial information to
reflect changes, many of which are significant, that occurred in
our cost structure, financing and operations as a result of the
spin off, including the substantial debt we incurred and pension
liabilities we assumed in connection with the spin off. These
changes include potentially increased costs associated with
reduced economies of scale and purchasing power.
Our effective income tax rate as reflected in our historical
financial information for periods prior to the six months ended
December 30, 2006 also may not be indicative of our future
effective income tax rate. Among other things, the rate may be
materially impacted by:
|
|
|
|
|
changes in the mix of our earnings from the various
jurisdictions in which we operate;
|
|
|
|
the tax characteristics of our earnings;
|
|
|
|
the timing and amount of earnings of foreign subsidiaries that
we repatriate to the United States, which may increase our tax
expense and taxes paid;
|
|
|
|
the timing and results of any reviews of our income tax filing
positions in the jurisdictions in which we transact
business; and
|
|
|
|
the expiration of the tax incentives for manufacturing
operations in Puerto Rico, which are no longer in effect.
|
24
We and
Sara Lee provide a number of services to each other pursuant to
a master transition services agreement. When this agreement
terminates, we will be required to replace Sara Lees
services internally or through third parties on terms that may
be less favorable to us.
Under the terms of a master transition services agreement that
we entered into with Sara Lee in connection with the spin off,
we and Sara Lee are providing to each other, for a fee,
specified support services related to human resources and
payroll functions, financial and accounting functions and
information technology for periods of up to 12 months
following the spin off (with some renewal terms available). When
the master transition services agreement terminates, Sara Lee
will no longer be obligated to provide any of these services to
us or pay us for the services we are providing Sara Lee, and we
will be required to either enter into a new agreement with Sara
Lee or another services provider or assume the responsibility
for these functions ourselves. At such time, the economic terms
of the new arrangement may be less favorable than the
arrangement with Sara Lee under the master transition services
agreement, which may have a material adverse effect on our
business, results of operations and financial condition. For
more information about the master transition services agreement,
see Certain Relationships and Related Transactions, and
Director Independence below.
We agreed
with Sara Lee to certain restrictions in order to comply with
U.S. federal income tax requirements for a tax-free spin
off and we may not be able to engage in acquisitions and other
strategic transactions that may otherwise be in our best
interests.
Current U.S. federal tax law that applies to spin offs
generally creates a presumption that the spin off would be
taxable to Sara Lee but not to its stockholders if we engage in,
or enter into an agreement to engage in, a plan or series of
related transactions that would result in the acquisition of a
50% or greater interest (by vote or by value) in our stock
ownership during the four-year period beginning on the date that
begins two years before the spin off, unless it is established
that the transaction is not pursuant to a plan related to the
spin off. U.S. Treasury Regulations generally provide that
whether an acquisition of our stock and a spin off are part of a
plan is determined based on all of the facts and circumstances,
including specific factors listed in the regulations. In
addition, the regulations provide certain safe
harbors for acquisitions of our stock that are not
considered to be part of a plan related to the spin off.
There are other restrictions imposed on us under current
U.S. federal tax law for spin offs and with which we will
need to comply in order to preserve the favorable tax treatment
of the distribution, such as continuing to own and manage our
apparel business and limitations on sales or redemptions of our
common stock for cash or other property following the
distribution.
In our tax sharing agreement with Sara Lee, we agreed that,
among other things, we will not take any actions that would
result in any tax being imposed on Sara Lee as a result of the
spin off. Further, for the two-year period following the spin
off, we agreed, among other things, not to: (1) sell or
otherwise issue equity securities or repurchase any of our stock
except in certain circumstances permitted by the IRS guidelines;
(2) voluntarily dissolve or liquidate or engage in any
merger (except certain cash acquisition mergers), consolidation,
or other reorganizations except for certain mergers of our
wholly-owned subsidiaries to the extent not inconsistent with
the tax-free status of the spin off; (3) sell, transfer or
otherwise dispose of more than 50% of our assets, excluding any
sales conducted in the ordinary course of business; or
(4) cease, transfer or dispose of all or any portion of our
socks business.
We are, however, permitted to take certain actions otherwise
prohibited by the tax sharing agreement if we provide Sara Lee
with an unqualified opinion of tax counsel or private letter
ruling from the IRS, acceptable to Sara Lee, to the effect that
these actions will not affect the tax-free nature of the spin
off. These restrictions could substantially limit our strategic
and operational flexibility, including our ability to finance
our operations by issuing equity securities, make acquisitions
using equity securities, repurchase our equity securities, raise
money by selling assets or enter into business combination
transactions. For more information about the tax sharing
agreement, see Certain Relationships and Related
Transactions, and Director Independence below.
25
The terms
of our spin off from Sara Lee, anti-takeover provisions of our
charter and bylaws, as well as Maryland law and our stockholder
rights agreement, may reduce the likelihood of any potential
change of control or unsolicited acquisition proposal that you
might consider favorable.
The terms of our spin off from Sara Lee could delay or prevent a
change of control that our stockholders may favor. An
acquisition or issuance of our common stock could trigger the
application of Section 355(e) of the Internal Revenue Code.
Under the tax sharing agreement that we entered into with Sara
Lee, we are required to indemnify Sara Lee for the resulting tax
in connection with such an acquisition or issuance and this
indemnity obligation might discourage, delay or prevent a change
of control that our stockholders may consider favorable. Our
charter and bylaws and Maryland law contain provisions that
could make it harder for a third-party to acquire us without the
consent of our board of directors. Our charter permits our board
of directors, without stockholder approval, to amend the charter
to increase or decrease the aggregate number of shares of stock
or the number of shares of stock of any class or series that we
have the authority to issue. In addition, our board of directors
may classify or reclassify any unissued shares of common stock
or preferred stock and may set the preferences, conversion or
other rights, voting powers and other terms of the classified or
reclassified shares. Our board of directors could establish a
series of preferred stock that could have the effect of
delaying, deferring or preventing a transaction or a change in
control that might involve a premium price for our common stock
or otherwise be in the best interest of our stockholders. Our
board of directors also is permitted, without stockholder
approval, to implement a classified board structure at any time.
Our bylaws, which only can be amended by our board of directors,
provide that nominations of persons for election to our board of
directors and the proposal of business to be considered at a
stockholders meeting may be made only in the notice of the
meeting, by our board of directors or by a stockholder who is
entitled to vote at the meeting and has complied with the
advance notice procedures of our bylaws. Also, under Maryland
law, business combinations between us and an interested
stockholder or an affiliate of an interested stockholder,
including mergers, consolidations, share exchanges or, in
circumstances specified in the statute, asset transfers or
issuances or reclassifications of equity securities, are
prohibited for five years after the most recent date on which
the interested stockholder becomes an interested stockholder. An
interested stockholder includes any person who beneficially owns
10% or more of the voting power of our shares or any affiliate
or associate of ours who, at any time within the two-year period
prior to the date in question, was the beneficial owner of 10%
or more of the voting power of our stock. A person is not an
interested stockholder under the statute if our board of
directors approved in advance the transaction by which he
otherwise would have become an interested stockholder. However,
in approving a transaction, our board of directors may provide
that its approval is subject to compliance, at or after the time
of approval, with any terms and conditions determined by our
board. After the five-year prohibition, any business combination
between us and an interested stockholder generally must be
recommended by our board of directors and approved by two
supermajority votes or our common stockholders must receive a
minimum price, as defined under Maryland law, for their shares.
The statute permits various exemptions from its provisions,
including business combinations that are exempted by our board
of directors prior to the time that the interested stockholder
becomes an interested stockholder.
In addition, we have adopted a stockholder rights agreement
which provides that in the event of an acquisition of or tender
offer for 15% of our outstanding common stock, our stockholders
shall be granted rights to purchase our common stock at a
certain price. The stockholder rights agreement could make it
more difficult for a third-party to acquire our common stock
without the approval of our board of directors.
These and other provisions of Maryland law or our charter and
bylaws could have the effect of delaying, deferring or
preventing a transaction or a change in control that might
involve a premium price for our common stock or otherwise be
considered favorably by our stockholders.
26
|
|
Item 1B.
|
Unresolved
Staff Comments
|
Not applicable.
We own and lease facilities supporting our administrative,
manufacturing, distribution and direct outlet activities. We own
our approximately 470,000 square-foot headquarters located
in Winston-Salem, North Carolina. Our headquarters house
our various sales, marketing and corporate business functions.
Research and development as well as certain product-design
functions also are located in Winston-Salem, while other design
functions are located in New York City.
As of December 30, 2006, we had 164 manufacturing,
distribution and office facilities in 21 countries. We owned 76
of our manufacturing, distribution and office facilities and
leased the others as of December 30, 2006. The leases for
these facilities expire between 2007 and 2016, with the
exception of some seasonal warehouses that we lease on a
month-by-month
basis. For more information about our capital lease obligations,
see Managements Discussion and Analysis of Financial
Condition and Results of OperationsFuture Contractual
Obligations and Commitments.
As of December 30, 2006, we also operated 220 direct outlet
stores in 41 states, most of which are leased under
five-year, renewable lease agreements. We believe that our
facilities, as well as equipment, are in good condition and meet
our current business needs.
The following table summarizes our facility space by country as
of December 30, 2006:
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Owned
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|
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Leased
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Facilities by Country(1)
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Square Feet
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Square Feet
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Total
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United States
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|
|
13,516,172
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4,424,132
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17,940,304
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|
Non-U.S. facilities:
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Mexico
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960,114
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|
558,138
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|
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|
1,518,252
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|
Dominican Republic
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|
|
761,762
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|
|
|
474,792
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|
|
|
1,236,554
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|
Honduras
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|
|
356,279
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|
|
|
458,710
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|
|
|
814,989
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|
Costa Rica
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|
|
618,628
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|
|
|
75,926
|
|
|
|
694,554
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|
Canada
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|
316,780
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|
|
|
126,777
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|
|
|
443,557
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|
El Salvador
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|
187,056
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|
|
|
42,375
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|
|
|
229,431
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|
Brazil
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|
172,736
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|
|
|
172,736
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|
Thailand
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131,356
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|
|
|
3,122
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|
|
|
134,478
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|
Argentina
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|
102,434
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|
|
|
|
|
|
|
102,434
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|
Belgium
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|
|
|
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|
101,934
|
|
|
|
101,934
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|
10 other countries
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|
|
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|
131,037
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|
|
131,037
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|
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|
|
|
|
|
|
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Total
non-U.S. facilities
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3,434,409
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|
2,145,547
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|
|
5,579,956
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|
|
|
|
|
|
|
|
|
|
|
|
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Totals
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16,950,581
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|
|
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6,569,679
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|
|
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23,520,260
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|
|
|
|
|
|
|
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|
|
|
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(1) |
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Excludes vacant land. |
27
The following table summarizes the facility space primarily used
by our segments as of December 30, 2006:
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Number of
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Owned
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|
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Leased
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|
|
|
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Facilities by Segment(1)
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Facilities
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Square Feet
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Square Feet
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Total
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Innerwear
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77
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|
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6,686,834
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3,531,397
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10,218,231
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Outerwear
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25
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6,136,558
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|
637,650
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|
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6,774,208
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Hosiery
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|
|
6
|
|
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1,733,940
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|
|
|
149,934
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|
|
1,883,874
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International
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|
28
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558,916
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|
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|
1,031,831
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|
|
|
1,590,747
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Other(2)
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Totals
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136
|
|
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15,116,248
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|
|
|
5,350,812
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|
|
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20,467,060
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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(1) |
|
Excludes vacant land, our outlet stores, property held for sale,
sourcing offices not associated with a particular segment, and
office buildings housing corporate functions. |
|
(2) |
|
Our other segment is comprised of sales of nonfinished products
such as fabric and certain other materials in the United States,
Asia and Latin America in order to maintain asset utilization at
certain manufacturing facilities used by one or more of the
innerwear, outerwear, hosiery or international segments. No
facilities are used primarily by our other segment. |
|
|
Item 3.
|
Legal
Proceedings
|
Although we are subject to various claims and legal actions that
occur from time to time in the ordinary course of our business,
we are not party to any pending legal proceedings that we
believe could have a material adverse effect on our business,
results of operations or financial condition.
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Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
No matters were submitted to a vote of stockholders during the
three months ended December 30, 2006.
28
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
Market
for our Common Stock
Our common stock currently is traded on the New York Stock
Exchange, or the NYSE, under the symbol
HBI. A when-issued trading market for
our common stock on the NYSE began on August 16, 2006, and
regular way trading of our common stock began on
September 6, 2006. Prior to August 16, 2006, there was
no public market for our common stock. Each share of our common
stock has attached to it one preferred stock purchase right.
These rights initially will be transferable with and only with
the transfer of the underlying share of common stock. We have
not made any repurchases of our equity securities in the past
year, nor have we made any unregistered sales of our equity
securities.
The following table sets forth the high and low prices for our
common stock for the indicated periods:
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High
|
|
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Low
|
|
|
Quarter ended September 30,
2006 (September 6, 2006 through September 30, 2006)
|
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$
|
23.20
|
|
|
$
|
19.55
|
|
Quarter ended December 30,
2006
|
|
$
|
24.77
|
|
|
$
|
21.70
|
|
The market price of our common stock has fluctuated since the
spin off and is likely to fluctuate in the future. Changes in
the market price of our common stock may result from, among
other things:
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quarter-to-quarter
variations in operating results;
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|
operating results being different from analysts estimates;
|
|
|
|
changes in analysts earnings estimates or opinions;
|
|
|
|
announcements of new products or pricing policies by us or our
competitors;
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|
|
announcements of acquisitions by us or our competitors;
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developments in existing customer relationships;
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|
actual or perceived changes in our business strategy;
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developments in new litigation and claims;
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sales of large amounts of our common stock;
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|
|
changes in market conditions in the apparel essentials industry;
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changes in general economic conditions; and
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|
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fluctuations in the securities markets in general.
|
Holders
of Record
On February 1, 2007, there were 65,143 holders of record of
our common stock. Because many of the shares of our common stock
are held by brokers and other institutions on behalf of
stockholders, we are unable to determine the total number of
stockholders represented by these record holders, but we believe
that at the time of the spin off on September 5, 2006,
there were more than 25,000 beneficial owners of our common
stock.
Dividends
We currently do not pay regular dividends on our outstanding
stock. The declaration of any future dividends and, if declared,
the amount of any such dividends, will be subject to our actual
future earnings, capital requirements, regulatory restrictions,
debt covenants, other contractual restrictions and to the
discretion
29
of our board of directors. Our board of directors may take into
account such matters as general business conditions, our
financial condition and results of operations, our capital
requirements, our prospects and such other factors as our board
of directors may deem relevant.
|
|
Item 6.
|
Selected
Financial Data
|
The following table presents our selected historical financial
data. The statements of income data for each of the fiscal years
in the three fiscal years ended July 1, 2006 and the
six-month period ended December 30, 2006, and the balance
sheet data as of December 30, 2006, July 1, 2006 and
July 2, 2005 have been derived from our audited Combined
and Consolidated Financial Statements included elsewhere in this
Form 10-K.
The statements of income data for the years ended June 28,
2003 and June 29, 2002 and the balance sheet data as of
July 3, 2004, June 28, 2003 and June 29, 2002 has
been derived from our financial statements not included in this
Form 10-K.
Our historical financial data are not necessarily indicative of
our future performance or what our financial position and
results of operations would have been if we had operated as a
separate, stand-alone entity during all of the periods shown.
The data should be read in conjunction with our historical
financial statements and Managements Discussion and
Analysis of Financial Condition and Results of Operations
included elsewhere in this
Form 10-K.
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|
|
|
|
|
|
|
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|
|
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|
Six Months
|
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|
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|
|
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|
|
|
|
|
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|
Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
June 28,
|
|
|
June 29,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
(dollars in thousands, except per share data)
|
|
|
Statements of Income
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
2,250,473
|
|
|
$
|
4,472,832
|
|
|
$
|
4,683,683
|
|
|
$
|
4,632,741
|
|
|
$
|
4,669,665
|
|
|
$
|
4,920,840
|
|
Cost of sales
|
|
|
1,530,119
|
|
|
|
2,987,500
|
|
|
|
3,223,571
|
|
|
|
3,092,026
|
|
|
|
3,010,383
|
|
|
|
3,278,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
720,354
|
|
|
|
1,485,332
|
|
|
|
1,460,112
|
|
|
|
1,540,715
|
|
|
|
1,659,282
|
|
|
|
1,642,334
|
|
Selling, general and
administrative expenses
|
|
|
547,469
|
|
|
|
1,051,833
|
|
|
|
1,053,654
|
|
|
|
1,087,964
|
|
|
|
1,126,065
|
|
|
|
1,146,549
|
|
Gain on curtailment of
postretirement benefits
|
|
|
(28,467
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
|
|
|
11,278
|
|
|
|
(101
|
)
|
|
|
46,978
|
|
|
|
27,466
|
|
|
|
(14,397
|
)
|
|
|
27,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
190,074
|
|
|
|
433,600
|
|
|
|
359,480
|
|
|
|
425,285
|
|
|
|
547,614
|
|
|
|
468,205
|
|
Other expenses
|
|
|
7,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
70,753
|
|
|
|
17,280
|
|
|
|
13,964
|
|
|
|
24,413
|
|
|
|
(2,386
|
)
|
|
|
(11,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
111,920
|
|
|
|
416,320
|
|
|
|
345,516
|
|
|
|
400,872
|
|
|
|
550,000
|
|
|
|
479,449
|
|
Income tax expense (benefit)
|
|
|
37,781
|
|
|
|
93,827
|
|
|
|
127,007
|
|
|
|
(48,680
|
)
|
|
|
121,560
|
|
|
|
139,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
74,139
|
|
|
$
|
322,493
|
|
|
$
|
218,509
|
|
|
$
|
449,552
|
|
|
$
|
428,440
|
|
|
$
|
339,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share basic(1)
|
|
$
|
0.77
|
|
|
$
|
3.35
|
|
|
$
|
2.27
|
|
|
$
|
4.67
|
|
|
$
|
4.45
|
|
|
$
|
3.53
|
|
Net income per share diluted(2)
|
|
$
|
0.77
|
|
|
$
|
3.35
|
|
|
$
|
2.27
|
|
|
$
|
4.67
|
|
|
$
|
4.45
|
|
|
$
|
3.53
|
|
Weighted average shares basic(1)
|
|
|
96,309
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
Weighted average shares diluted(2)
|
|
|
96,620
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
June 28,
|
|
|
June 29,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
(in thousands)
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
155,973
|
|
|
$
|
298,252
|
|
|
$
|
1,080,799
|
|
|
$
|
674,154
|
|
|
$
|
289,816
|
|
|
$
|
106,250
|
|
Total assets
|
|
|
3,435,620
|
|
|
|
4,903,886
|
|
|
|
4,257,307
|
|
|
|
4,402,758
|
|
|
|
3,915,573
|
|
|
|
4,064,730
|
|
Noncurrent liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
2,484,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other noncurrent liabilities
|
|
|
271,168
|
|
|
|
49,987
|
|
|
|
53,559
|
|
|
|
35,934
|
|
|
|
49,251
|
|
|
|
59,971
|
|
Total noncurrent liabilities
|
|
|
2,755,168
|
|
|
|
49,987
|
|
|
|
53,559
|
|
|
|
35,934
|
|
|
|
49,251
|
|
|
|
59,971
|
|
Total stockholders or parent
companies equity
|
|
|
69,271
|
|
|
|
3,229,134
|
|
|
|
2,602,362
|
|
|
|
2,797,370
|
|
|
|
2,237,448
|
|
|
|
1,762,824
|
|
|
|
|
(1) |
|
Prior to the spin off on September 5, 2006, the number of
shares used to compute basic and diluted earnings per share is
96,306,232, which was the number of shares of our common stock
outstanding on September 5, 2006. |
|
(2) |
|
Subsequent to the spin off on September 5, 2006, the number
of shares used to compute diluted earnings per share is based on
the number of shares of our common outstanding, plus the
potential dilution that could occur if restricted stock units
and options granted under the equity-based compensation
arrangements were exercised or converted into common stock. |
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
This managements discussion and analysis of financial
condition and results of operations, or MD&A, contains
forward-looking statements that involve risks and uncertainties.
Please see Forward-Looking Statements in this
Form 10-K
for a discussion of the uncertainties, risks and assumptions
associated with these statements. This discussion should be read
in conjunction with our historical financial statements and
related notes thereto and the other disclosures contained
elsewhere in this
Form 10-K.
On October 26, 2006, our Board of Directors approved a
change in our fiscal year end from the Saturday closest to
June 30 to the Saturday closest to December 31. We
refer to the resulting transition period from July 2, 2006
to December 30, 2006 in this
Form 10-K
as the six months ended December 30, 2006. All references
to fiscal years 2006 and earlier, unless otherwise noted, are
references to our 52- or
53-week
fiscal year that ended on the Saturday closest to June 30
of that calendar year. Fiscal years 2006, 2005 and 2004 were
52-, 52- and
53-week
years, respectively. All reported results for fiscal 2004
include the impact of the additional week. The results of
operations for the periods reflected herein are not necessarily
indicative of results that may be expected for future periods,
and our actual results may differ materially from those
discussed in the forward-looking statements as a result of
various factors, including but not limited to those listed under
Risk Factors in this
Form 10-K
and included elsewhere in this
Form 10-K.
MD&A is a supplement to our Combined and Consolidated
Financial Statements and notes thereto included elsewhere in
this
Form 10-K,
and is provided to enhance your understanding of our results of
operations and financial condition. Our MD&A is organized as
follows:
|
|
|
|
|
Overview. This section provides a general description of
our company and operating segments, business and industry
trends, our key business strategies and background information
on other matters discussed in this MD&A.
|
|
|
|
Components of Net Sales and Expense. This section
provides an overview of the components of our net sales and
expense that are key to an understanding of our results of
operations.
|
|
|
|
Combined and Consolidated Results of Operations and
Operating Results by Business Segment. These sections
provide our analysis and outlook for the significant line items
on our statements of income, as well as other information that
we deem meaningful to an understanding of our results of
operations on both a combined and consolidated basis and a
business segment basis.
|
31
|
|
|
|
|
Liquidity and Capital Resources. This section provides an
analysis of our liquidity and cash flows, as well as a
discussion of our commitments that existed as of
December 30, 2006.
|
|
|
|
Significant Accounting Policies and Critical Estimates.
This section discusses the accounting policies that are
considered important to the evaluation and reporting of our
financial condition and results of operations, and whose
application requires significant judgments or a complex
estimation process.
|
|
|
|
Recently Issued Accounting Standards. This section
provides a summary of the most recent authoritative accounting
standards and guidance that the company will be required to
adopt in a future period.
|
Overview
Our
Company
We are a consumer goods company with a portfolio of leading
apparel brands, including Hanes, Champion, Playtex, Bali,
Just My Size, barely there and Wonderbra. We design,
manufacture, source and sell a broad range of apparel essentials
such as t-shirts, bras, panties, mens underwear,
kids underwear, socks, hosiery, casualwear and activewear.
Our brands hold either the number one or number two
U.S. market position by sales in most product categories in
which we compete.
We were spun off from Sara Lee on September 5, 2006. In
connection with the spin off, Sara Lee contributed its branded
apparel Americas and Asia business to us and distributed all of
the outstanding shares of our common stock to its stockholders
on a pro rata basis. As a result of the spin off, Sara Lee
ceased to own any equity interest in our company. In this
Form 10-K,
we describe the businesses contributed to us by Sara Lee in the
spin off as if the contributed businesses were our business for
all historical periods described. References in this
Form 10-K
to our assets, liabilities, products, businesses or activities
of our business for periods including or prior to the spin off
are generally intended to refer to the historical assets,
liabilities, products, businesses or activities of the
contributed businesses as the businesses were conducted as part
of Sara Lee and its subsidiaries prior to the spin off.
Our
Segments
During the six months ended December 30, 2006, we changed
our internal reporting structure such that operations are
managed and reported in five operating segments, each of which
is a reportable segment: innerwear, outerwear, hosiery,
international and other. These segments are organized
principally by product category and geographic location.
Management of each segment is responsible for the assets and
operations of these businesses. Prior to the six months ended
December 30, 2006, we evaluated segment operating
performance based upon a definition of segment operating profit
that included restructuring and related accelerated depreciation
charges. Beginning in the six months ended December 30,
2006, we began evaluating the operating performance of our
segments based upon a new definition of segment operating
profit, which is defined as operating profit before general
corporate expenses, amortization of trademarks and other
identifiable intangibles and restructuring and related
accelerated depreciation charges. Prior period segment results
have been conformed to the new measurements of segment financial
performance.
|
|
|
|
|
Innerwear. The innerwear segment focuses on core apparel
essentials, and consists of products such as womens
intimate apparel, mens underwear, kids underwear,
socks, thermals and sleepwear, marketed under well-known brands
that are trusted by consumers. We are an intimate apparel
category leader in the United States with our Hanes, Playtex,
Bali, barely there, Just My Size and Wonderbra brands. We
are also a leading manufacturer and marketer of mens
underwear, and kids underwear under the Hanes and
Champion brand names. Our net sales for the six months
ended December 30, 2006 from our innerwear segment were
$1.3 billion, representing approximately 57% of total
segment net sales.
|
|
|
|
Outerwear. We are a leader in the casualwear and
activewear markets through our Hanes, Champion and
Just My Size brands, where we offer products such as
t-shirts and fleece. Our casualwear lines offer a range of
quality, comfortable clothing for men, women and children
marketed under the Hanes and Just My Size brands.
The Just My Size brand offers casual apparel designed
exclusively to meet the needs of plus-size women. In addition to
activewear for men and women, Champion provides
|
32
|
|
|
|
|
uniforms for athletic programs and in 2004 launched an apparel
program at Target stores, C9 by Champion. We also license
our Champion name for collegiate apparel and footwear. We
also supply our t-shirts, sportshirts and fleece products to
screen printers and embellishers, who imprint or embroider the
product and then resell to specialty retailers and organizations
such as resorts and professional sports clubs. Our net sales for
the six months ended December 30, 2006 from our outerwear
segment were $616 million, representing approximately 27%
of total segment net sales.
|
|
|
|
|
|
Hosiery. We are the leading marketer of womens
sheer hosiery in the United States. We compete in the hosiery
market by striving to offer superior values and executing
integrated marketing activities, as well as focusing on the
style of our hosiery products. We market hosiery products under
our Hanes, Leggs and Just My Size brands.
Our net sales for the six months ended December 30, 2006
from our hosiery segment were $144 million, representing
approximately 6% of total segment net sales. Consistent with a
sustained decline in the hosiery industry due to changes in
consumer preferences, our net sales from hosiery sales have
declined each year since 1995.
|
|
|
|
International. International includes products that span
across the innerwear, outerwear and hosiery reportable segments.
Our net sales for the six months ended December 30, 2006 in
our international segment were $198 million, representing
approximately 9% of total segment net sales and included sales
in Europe, Asia, Canada and Latin America. Japan, Canada and
Mexico are our largest international markets, and we also have
opened sales offices in India and
China. .
|
|
|
|
Other. Our net sales for the six months ended
December 30, 2006 in our other segment were
$19 million, representing approximately 1% of total segment
net sales and are comprised of sales of nonfinished products
such as fabric and certain other materials in the United States,
Asia and Latin America in order to maintain asset utilization at
certain manufacturing facilities.
|
Business
and Industry Trends
Our businesses are highly competitive and evolving rapidly.
Competition generally is based upon price, brand name
recognition, product quality, selection, service and purchasing
convenience. While the majority of our core styles continue from
year to year, with variations only in color, fabric or design
details, other products such as intimate apparel and sheer
hosiery have a heavier emphasis on style and innovation. Our
businesses face competition today from other large corporations
and foreign manufacturers, as well as department stores,
specialty stores and other retailers that market and sell
apparel essentials products under private labels that compete
directly with our brands.
Our distribution channels range from direct to consumer sales at
our outlet stores, to national chains and department stores to
warehouse clubs and mass-merchandise outlets. For the six months
ended December 30, 2006, approximately 47% of our net sales
were to mass merchants, 20% were to national chains and
department stores, 9% were direct to consumer, 9% were in our
international segment and 15% were to other retail channels such
as embellishers, specialty retailers, warehouse clubs and
sporting goods stores.
In recent years, there has been a growing trend toward retailer
consolidation, and as result, the number of retailers to which
we sell our products continues to decline. For the six months
ended December 30, 2006, for example, our top ten customers
accounted for 62% of our net sales and our top customer,
Wal-Mart, accounted for over $630 million of our sales. Our
largest customers in the six months ended December 30, 2006
were Wal-Mart, Target and Kohls, which accounted for 28%,
15% and 6% of total sales, respectively. This trend toward
consolidation has had and will continue to have significant
effects on our business. Consolidation creates pricing pressures
as our customers grow larger and increasingly seek to have
greater concessions in their purchase of our products, while
they also are increasingly demanding that we provide them with
some of our products on an exclusive basis. To counteract these
and other effects of consolidation, it has become increasingly
important to increase operational efficiency and lower costs. As
discussed below, for example, we are moving more of our supply
chain from domestic to foreign locations to lower the costs of
our operational structure.
33
Anticipating changes in and managing our operations in response
to consumer preferences remains an important element of our
business. In recent years, we have experienced changes in our
net sales, revenues and cash flows in accordance with changes in
consumer preferences and trends. For example, since fiscal 1995,
net sales in our hosiery segment have declined in connection
with a larger sustained decline in the hosiery industry. The
hosiery segment only comprised 6% of our net sales in the six
months ended December 30, 2006 however, and as a result,
the decline in the hosiery segment has not had a significant
impact on our net sales, revenues or cash flows. Generally, we
manage the hosiery segment for cash, placing an emphasis on
reducing our cost structure and managing cash efficiently.
Our
Key Business Strategies
Our core strategies are to build our largest, strongest brands
in core categories by driving innovation in key items, to
continually reduce our costs by consolidating our organization
and globalizing our supply chain and to use our strong,
consistent cash flows to fund business growth, supply-chain
reorganization and debt reduction and to repurchase shares to
offset dilution. Specifically, we intend to focus on the
following strategic initiatives:
|
|
|
|
|
Increase the Strength of Our Brands with Consumers. We
intend to increase our level of marketing support behind our key
brands with targeted, effective advertising and marketing
campaigns. For example, in fiscal 2005, we launched a
comprehensive marketing campaign titled Look Who
Weve Got Our Hanes on Now, which we believe
significantly increased positive consumer attitudes about the
Hanes brand in the areas of stylishness, distinctiveness
and
up-to-date
products. Our ability to react to changing customer needs and
industry trends will continue to be key to our success. Our
design, research and product development teams, in partnership
with our marketing teams, drive our efforts to bring innovations
to market. We intend to leverage our insights into consumer
demand in the apparel essentials industry to develop new
products within our existing lines and to modify our existing
core products in ways that make them more appealing, addressing
changing customer needs and industry trends.
|
|
|
|
Strengthen Our Retail Relationships. We intend to expand
our market share at large, national retailers by applying our
extensive category and product knowledge, leveraging our use of
multi-functional customer management teams and developing new
customer-specific programs such as C9 by Champion for
Target. Our goal is to strengthen and deepen our existing
strategic relationships with retailers and develop new strategic
relationships. Additionally, we plan to expand distribution by
providing manufacturing and production of apparel essentials
products to specialty stores and other distribution channels,
such as direct to consumer through the Internet.
|
|
|
|
Develop a Lower-Cost Efficient Supply Chain. As a
provider of high-volume products, we are continually seeking to
improve our cost-competitiveness and operating flexibility
through supply chain initiatives. Over the next several years,
we will continue to transition additional parts of our supply
chain from the United States to locations in Central America,
the Caribbean Basin and Asia in an effort to optimize our cost
structure. We intend to continue to self-manufacture core
products where we can protect or gain a significant cost
advantage through scale or in cases where we seek to protect
proprietary processes and technology. We plan to continue to
selectively source product categories that do not meet these
criteria from third-party manufacturers. We expect that in
future years our supply chain will become more balanced across
the Eastern and Western Hemispheres. We expect that these
changes in our supply chain will result in significant cost
efficiencies and increased asset utilization.
|
|
|
|
Create a More Integrated, Focused Company. Historically,
we have had a decentralized operating structure, with many
distinct operating units. We are in the process of consolidating
functions, such as purchasing, finance, manufacturing/sourcing,
planning, marketing and product development, across all of our
product categories in the United States. We also are in the
process of integrating our distribution operations and
information technology systems. We believe that these
initiatives will streamline our operations, improve our
inventory management, reduce costs, standardize processes and
allow us to distribute our products more effectively to
retailers. We expect that our initiative to
|
34
|
|
|
|
|
integrate our technology systems also will provide us with more
timely information, increasing our ability to allocate capital
and manage our business more effectively.
|
Restructuring
and Transformation Plans
Over the past several years, we have undertaken a variety of
restructuring efforts designed to improve operating efficiencies
and lower costs. We have closed plant locations, reduced our
workforce, and relocated some of our domestic manufacturing
capacity to lower cost locations. For example, we recently
announced decisions to close four textile and sewing plants in
the United States, Puerto Rico and Mexico and consolidate three
distribution centers in the United States. While we believe that
these efforts have had and will continue to have a beneficial
impact on our operational efficiency and cost structure, we have
incurred significant costs to implement these initiatives. In
particular, we have recorded charges for severance and other
employment-related obligations relating to workforce reductions,
as well as payments in connection with lease and other contract
terminations. These amounts are included in the Cost of
sales, Restructuring and Selling,
general and administrative expenses lines of our
statements of income. As a result of the restructuring actions
taken since the beginning of fiscal 2004 through the spin off on
September 5, 2006, our cost structure was reduced and
efficiencies improved, generating savings of $80.2 million
for periods prior to the spin off. Savings from recently
announced restructuring actions are expected to occur in future
periods. For more information about our restructuring actions,
see Note 4, titled Restructuring to our
Combined and Consolidated Financial Statements included in this
Form 10-K.
As further plans are developed and approved by management and
our board of directors, we expect to recognize additional
restructuring costs to eliminate duplicative functions within
the organization and transition a significant portion of our
manufacturing capacity to lower-cost locations. As a result of
these efforts, we expect to incur approximately
$250 million in restructuring and related charges over the
next three years of which approximately half is expected to be
noncash. As part of our efforts to consolidate our operations,
we also are in the process of integrating information technology
systems across our company. This process involves the
replacement of eight independent information technology
platforms with a unified enterprise system, which will integrate
all of our departments and functions into common software that
runs off a single database. Once this plan is developed and
approved by management, a number of variables will impact the
cost and timing of installing and transitioning to new
information technology systems over the next several years.
Components
of Net Sales and Expense
Net
sales
We generate net sales by selling apparel essentials such as
t-shirts, bras, panties, mens underwear, kids
underwear, socks, hosiery, casualwear and activewear. Our net
sales are recognized net of discounts, coupons, rebates,
volume-based incentives and cooperative advertising costs. We
recognize net sales when title and risk of loss pass to our
customers. Net sales include an estimate for returns and
allowances based upon historical return experience. We also
offer a variety of sales incentives to resellers and consumers
that are recorded as reductions to net sales.
Cost
of sales
Our cost of sales includes the cost of manufacturing finished
goods, which consists largely of labor and raw materials such as
cotton and petroleum-based products. Our cost of sales also
includes finished goods sourced from third-party manufacturers
that supply us with products based on our designs as well as
charges for slow moving or obsolete inventories. Rebates,
discounts and other cash consideration received from a vendor
related to inventory purchases are reflected in cost of sales
when the related inventory item is sold. Our costs of sales do
not include shipping and handling costs, and thus our gross
margins may not be comparable to those of other entities that
include such costs in costs of sales.
35
Selling,
general and administrative expenses
Our selling, general and administrative expenses include
selling, advertising, shipping, handling and distribution costs,
research and development, rent on leased facilities,
depreciation on owned facilities and equipment and other general
and administrative expenses. Also included for periods presented
prior to the spin off on September 5, 2006 are allocations
of corporate expenses that consist of expenses for business
insurance, medical insurance, employee benefit plan amounts and,
because we were part of Sara Lee during all periods presented,
allocations from Sara Lee for certain centralized administration
costs for treasury, real estate, accounting, auditing, tax, risk
management, human resources and benefits administration. These
allocations of centralized administration costs were determined
on bases that we and Sara Lee considered to be reasonable and
take into consideration and include relevant operating profit,
fixed assets, sales and payroll. Selling, general and
administrative expenses also include management payroll,
benefits, travel, information systems, accounting, insurance and
legal expenses.
Restructuring
We have from time to time closed facilities and reduced
headcount, including in connection with previously announced
restructuring and business transformation plans. We refer to
these activities as restructuring actions. When we decide to
close facilities or reduce headcount, we take estimated charges
for such restructuring, including charges for exited
non-cancelable leases and other contractual obligations, as well
as severance and benefits. If the actual charge is different
from the original estimate, an adjustment is recognized in the
period such change in estimate is identified.
Other
Expenses
Our other expenses include charges such as losses on
extinguishment of debt and certain other non-operating items.
Interest
expense, net
As part of our historical relationship with Sara Lee, we engaged
in intercompany borrowings. We also have borrowed monies from
third parties under a credit facility and a revolving line of
credit. The interest charged under these facilities was recorded
as interest expense. We are no longer able to borrow from Sara
Lee. As part of the spin off on September 5, 2006, we
incurred $2.6 billion of debt in the form of the Senior
Secured Credit Facility, the Second Lien Credit Facility and a
bridge loan facility (the Bridge Loan Facility),
$2.4 billion of the proceeds of which was paid to Sara Lee,
and subsequent to the spin off, we repaid all amounts
outstanding under the Bridge Loan Facility with the
proceeds from the offering of the Floating Rate Senior Notes. As
a result, our interest expense in the current and future periods
will be substantially higher than in historical periods.
Our interest expense is net of interest income. Interest income
is the return we earned on our cash and cash equivalents and,
historically, on money we lent to Sara Lee as part of its
corporate cash management practices. Our cash and cash
equivalents are invested in highly liquid investments with
original maturities of three months or less.
Income
tax expense (benefit)
Our effective income tax rate fluctuates from period to period
and can be materially impacted by, among other things:
|
|
|
|
|
changes in the mix of our earnings from the various
jurisdictions in which we operate;
|
|
|
|
the tax characteristics of our earnings;
|
|
|
|
the timing and amount of earnings of foreign subsidiaries that
we repatriate to the United States, which may increase our tax
expense and taxes paid;
|
36
|
|
|
|
|
the timing and results of any reviews of our income tax filing
positions in the jurisdictions in which we transact
business; and
|
|
|
|
the expiration of the tax incentives for manufacturing
operations in Puerto Rico, which are no longer in effect.
|
In particular, to service the substantial amount of debt we
incurred in connection with and subsequent to the spin off and
to meet other general corporate needs, we may have less
flexibility than we have had previously regarding the timing or
amount of future earnings that we repatriate from foreign
subsidiaries. As a result, we believe that our income tax rate
in future periods is likely to be higher, on average, than our
historical effective tax rates in periods prior to the spin off
on September 5, 2006.
Inflation
and Changing Prices
We believe that changes in net sales and in net income that have
resulted from inflation or deflation have not been material
during the periods presented. There is no assurance, however,
that inflation or deflation will not materially affect us in the
future. Cotton is the primary raw material we use to manufacture
many of our products and is subject to fluctuations in prices.
Further discussion of the market sensitivity of cotton is
included in Quantitative and Qualitative Disclosures about
Market Risk.
Combined
and Consolidated Results of OperationsSix Months Ended
December 30, 2006 Compared with Six Months Ended
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
2,250,473
|
|
|
$
|
2,319,839
|
|
|
$
|
(69,366
|
)
|
|
|
(3.0
|
)%
|
Cost of sales
|
|
|
1,530,119
|
|
|
|
1,556,860
|
|
|
|
26,741
|
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
720,354
|
|
|
|
762,979
|
|
|
|
(42,625
|
)
|
|
|
(5.6
|
)
|
Selling, general and
administrative expenses
|
|
|
547,469
|
|
|
|
505,866
|
|
|
|
(41,603
|
)
|
|
|
(8.2
|
)
|
Gain on curtailment of
postretirement benefits
|
|
|
(28,467
|
)
|
|
|
|
|
|
|
28,467
|
|
|
|
NM
|
|
Restructuring
|
|
|
11,278
|
|
|
|
(339
|
)
|
|
|
(11,617
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
190,074
|
|
|
|
257,452
|
|
|
|
(67,378
|
)
|
|
|
(26.2
|
)
|
Other expenses
|
|
|
7,401
|
|
|
|
|
|
|
|
(7,401
|
)
|
|
|
NM
|
|
Interest expense, net
|
|
|
70,753
|
|
|
|
8,412
|
|
|
|
(62,341
|
)
|
|
|
(741.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
111,920
|
|
|
|
249,040
|
|
|
|
(137,120
|
)
|
|
|
(55.1
|
)
|
Income tax expense
|
|
|
37,781
|
|
|
|
60,424
|
|
|
|
22,643
|
|
|
|
37.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
74,139
|
|
|
$
|
188,616
|
|
|
$
|
(114,477
|
)
|
|
|
(60.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
2,250,473
|
|
|
$
|
2,319,839
|
|
|
$
|
(69,366
|
)
|
|
|
(3.0
|
)%
|
Net sales decreased $52 million, $12 million and
$17 million in our innerwear, hosiery and other segments,
respectively. These declines were offset by increases in net
sales of $13 million and $2 million in our outerwear
and international segments, respectively. Overall net sales
decreased due to a $28 million impact from our intentional
discontinuation of low-margin product lines in the outerwear
segment and a $12 million decrease in sheer hosiery sales.
Additionally, the acquisition of National Textiles, L.L.C. in
September 2005
37
caused a $16 million decrease in our other segment as sales
to this business were included in net sales in periods prior to
the acquisition. Finally, we experienced slower sell-through of
innerwear products in the mass merchandise and department store
retail channels during the latter half of the six months ended
December 30, 2006. We expect the trend of declining hosiery
sales to continue as a result of shifts in consumer preferences,
which is consistent with the long-term decline in the overall
hosiery industry.
Cost
of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Cost of sales
|
|
$
|
1,530,119
|
|
|
$
|
1,556,860
|
|
|
$
|
26,741
|
|
|
|
1.7
|
%
|
Cost of sales were lower year over year as a result of a
decrease in net sales, favorable spending from the benefits of
manufacturing cost savings initiatives and a favorable impact
from shifting certain production to lower cost locations. These
savings were offset partially by higher cotton costs, unusual
charges primarily to exit certain contracts and low margin
product lines, and accelerated depreciation as a result of our
announced plans to close four textile and sewing plants in the
United States, Puerto Rico and Mexico.
Gross
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Gross profit
|
|
$
|
720,354
|
|
|
$
|
762,979
|
|
|
$
|
(42,625
|
)
|
|
|
(5.6
|
)%
|
As a percent of net sales, gross profit percentage decreased to
32.0% for the six months ended December 30, 2006 from 32.9%
for the six months ended December 31, 2005. The decrease in
gross profit percentage was due to $21 million in
accelerated depreciation as a result of our announced plans to
close four textile and sewing plants, higher cotton costs of
$18 million, $15 million of unusual charges primarily
to exit certain contracts and low margin product lines and an
$11 million impact from lower manufacturing volume. The
higher costs were partially offset by $38 million of net
favorable spending from our prior year restructuring actions,
manufacturing cost savings initiatives and a favorable impact of
shifting certain production to lower cost locations. In
addition, the impact on gross profit from lower net sales was
$16 million.
Selling,
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
$
|
547,469
|
|
|
$
|
505,866
|
|
|
$
|
(41,603
|
)
|
|
|
(8.2
|
)%
|
Selling, general and administrative expenses increased partially
due to higher non-recurring spin off and related costs of
$17 million and incremental costs associated with being an
independent company of $10 million, excluding the corporate
allocations associated with Sara Lee ownership in the prior year
of $21 million. Media, advertising and promotion costs
increased $12 million primarily due to unusual charges to
exit certain license agreements and additional investments in
our brands. Other unusual charges increasing selling, general
and administrative expenses by $12 million primarily
included certain freight revenue being moved to net sales during
the six months ended December 30, 2006 and a reduction of
estimated allocations to inventory costs. In addition, we
experienced slightly higher spending of approximately
$10 million in numerous areas such as technology
consulting, distribution, severance and market research, which
were partially offset by headcount savings from prior year
restructuring actions and a reduction in pension and
postretirement expenses.
38
Gain
on Curtailment of Postretirement Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Gain on curtailment of
postretirement benefits
|
|
$
|
(28,467
|
)
|
|
$
|
|
|
|
$
|
28,467
|
|
|
|
NM
|
|
In December 2006, we notified retirees and employees that we
will phase out premium subsidies for early retiree medical
coverage and move to an access-only plan for early retirees by
the end of 2007. We will also eliminate the medical plan for
retirees ages 65 and older as a result of coverage
available under the expansion of Medicare with Part D drug
coverage and eliminate future postretirement life benefits. The
gain on curtailment represents the unrecognized amounts
associated with prior plan amendments that were being amortized
into income over the remaining service period of the
participants prior to the December 2006 amendments. We will
record postretirement benefit income related to this plan in
2007, primarily representing the amortization of negative prior
service costs, which is partially offset by service costs,
interest costs on the accumulated benefit obligation and
actuarial gains and losses accumulated in the plan. We expect to
record a final gain on curtailment of plan benefits in December
2007.
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Restructuring
|
|
$
|
11,278
|
|
|
$
|
(339
|
)
|
|
$
|
(11,617
|
)
|
|
|
NM
|
|
During the six months ended December 30, 2006, we approved
actions to close four textile and sewing plants in the United
States, Puerto Rico and Mexico and consolidate three
distribution centers in the United States. These actions
resulted in a charge of $11 million, representing costs
associated with the planned termination of 2,989 employees for
employee termination and other benefits in accordance with
benefit plans previously communicated to the affected employee
group. In connection with these restructuring actions, a charge
of $21 million for accelerated depreciation of buildings
and equipment is reflected in the Cost of sales line
of the Combined and Consolidated Statement of Income. These
actions are expected to be completed in early 2007. These
actions, which are a continuation of our long-term global supply
chain globalization strategy, are expected to result in benefits
of moving production to lower-cost manufacturing facilities,
improved alignment of sewing operations with the flow of
textiles, leveraging our large scale in high-volume products and
consolidating production capacity.
Operating
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Operating profit
|
|
$
|
190,074
|
|
|
$
|
257,452
|
|
|
$
|
(67,378
|
)
|
|
|
(26.2
|
)%
|
Operating profit for the six months ended December 30, 2006
decreased as compared to the six months ended December 31,
2005 primarily as a result of facility closures announced in the
current period and restructuring related costs of
$32 million, higher non-recurring spin off and related
charges of $17 million, higher costs associated with being
an independent company of $10 million, unusual charges of
$35 million primarily to exit certain contracts and low
margin product lines, charges to exit certain license agreements
and additional investments in our brands. In addition, we
experienced higher cotton and production related costs of
$29 million, lower gross margin from lower net sales of
$16 million and slightly higher selling, general and
administrative spending of approximately $10 million in
numerous areas such as technology consulting, distribution,
severance and market research. These higher costs were offset
partially by favorable spending from our prior year
restructuring actions, manufacturing cost savings initiatives, a
favorable impact of shifting
39
certain production to lower cost locations and lower corporate
allocations from Sara Lee totaling $59 million and the gain
on curtailment of postretirement benefits of $28 million.
Other
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Losses on early extinguishment of
debt
|
|
$
|
7,401
|
|
|
$
|
|
|
|
$
|
(7,401
|
)
|
|
|
NM
|
|
In connection with the offering of the Floating Rate Senior
Notes as described below under interest expense, net, we
recognized a $6 million loss on early extinguishment of
debt for unamortized debt issuance costs on the Bridge
Loan Facility entered into in connection with the spin off
from Sara Lee. We recognized approximately $1 million loss
on early extinguishment of debt related to unamortized debt
issuance costs on the Senior Secured Credit Facility for the
prepayment of $100 million of principal in December 2006.
Interest
Expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Interest expense, net
|
|
$
|
70,753
|
|
|
$
|
8,412
|
|
|
$
|
(62,341
|
)
|
|
|
(741.1
|
)%
|
In connection with the spin off, we incurred $2.6 billion
of debt pursuant to the Senior Secured Credit Facility, the
Second Lien Credit Facility and the Bridge Loan Facility,
$2.4 billion of the proceeds of which was paid to Sara Lee.
As a result, our net interest expense in the six months ended
December 30, 2006 was substantially higher than in the
comparable period.
Under the Credit Facilities, we are required to hedge a portion
of our floating rate debt to reduce interest rate risk caused by
floating rate debt issuance. During the six months ended
December 30, 2006, we entered into various hedging
arrangements whereby we capped the interest rate on
$1 billion of our floating rate debt at 5.75%. We also
entered into interest rate swaps tied to the
3-month
London Interbank Offered Rate, or LIBOR, whereby we
fixed the interest rate on an aggregate of $500 million of
our floating rate debt at a blended rate of approximately 5.16%.
Approximately 60% of our total debt outstanding at
December 30, 2006 is at a fixed or capped rate. There was
no hedge ineffectiveness during the current period related to
these instruments.
In December 2006, we completed an offering of $500 million
aggregate principal amount of Floating Rate Senior Notes due in
2014. The Floating Rate Senior Notes will bear interest at a per
annum rate, reset semiannually, equal to the six month LIBOR
plus a margin of 3.375 percent. The proceeds from the
offering were used to repay all outstanding borrowings under the
Bridge Loan Facility.
Income
Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Income tax expense
|
|
$
|
37,781
|
|
|
$
|
60,424
|
|
|
$
|
22,643
|
|
|
|
37.5
|
%
|
Our effective income tax rate increased from 24.3% for the six
months ended December 31, 2005 to 33.8% for the six months
ended December 30, 2006. The increase in our effective tax
rate as an independent company is attributable primarily to the
expiration of tax incentives for manufacturing in Puerto Rico of
$9 million, which were repealed effective for the periods after
July 1, 2006, higher taxes on remittances of foreign earnings
for the period of $9 million and $5 million tax effect of
lower unremitted earnings from foreign subsidiaries in the six
months ended December 30, 2006 taxed at rates less than the
U.S. statutory rate. The tax expense for both periods was
impacted by a number of significant items that are set out in
the
40
reconciliation of our effective tax rate to the
U.S. statutory rate in Note 17 titled Income
Taxes to our Combined and Consolidated Financial
Statements.
Net
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net income
|
|
$
|
74,139
|
|
|
$
|
188,616
|
|
|
$
|
(114,477
|
)
|
|
|
(60.7
|
)%
|
Net income for the six months ended December 30, 2006 was
lower than for the six months ended December 31, 2005
primarily as a result of reduced operating profit, increased
interest expense, higher incomes taxes as an independent company
and losses on early extinguishment of debt.
Operating
Results by Business SegmentSix Months Ended
December 30, 2006 Compared with Six Months Ended
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
1,295,868
|
|
|
$
|
1,347,582
|
|
|
$
|
(51,714
|
)
|
|
|
(3.8
|
)%
|
Outerwear
|
|
|
616,298
|
|
|
|
603,585
|
|
|
|
12,713
|
|
|
|
2.1
|
|
Hosiery
|
|
|
144,066
|
|
|
|
155,897
|
|
|
|
(11,831
|
)
|
|
|
(7.6
|
)
|
International
|
|
|
197,729
|
|
|
|
195,980
|
|
|
|
1,749
|
|
|
|
0.9
|
|
Other
|
|
|
19,381
|
|
|
|
36,096
|
|
|
|
(16,715
|
)
|
|
|
(46.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net segment sales
|
|
|
2,273,342
|
|
|
|
2,339,140
|
|
|
|
(65,798
|
)
|
|
|
(2.8
|
)
|
Intersegment
|
|
|
(22,869
|
)
|
|
|
(19,301
|
)
|
|
|
(3,568
|
)
|
|
|
(18.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
2,250,473
|
|
|
$
|
2,319,839
|
|
|
$
|
(69,366
|
)
|
|
|
(3.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating
profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
172,008
|
|
|
$
|
192,449
|
|
|
$
|
(20,441
|
)
|
|
|
(10.6
|
)
|
Outerwear
|
|
|
21,316
|
|
|
|
49,248
|
|
|
|
(27,932
|
)
|
|
|
(56.7
|
)
|
Hosiery
|
|
|
36,205
|
|
|
|
26,531
|
|
|
|
9,674
|
|
|
|
36.5
|
|
International
|
|
|
15,236
|
|
|
|
16,574
|
|
|
|
(1,338
|
)
|
|
|
(8.1
|
)
|
Other
|
|
|
(288
|
)
|
|
|
1,202
|
|
|
|
(1,490
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating profit
|
|
|
244,477
|
|
|
|
286,004
|
|
|
|
(41,527
|
)
|
|
|
(14.5
|
)
|
Items not included in segment
operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate expenses
|
|
|
(46,927
|
)
|
|
|
(24,846
|
)
|
|
|
(22,081
|
)
|
|
|
(88.9
|
)
|
Amortization of trademarks and
other intangibles
|
|
|
(3,466
|
)
|
|
|
(4,045
|
)
|
|
|
579
|
|
|
|
14.3
|
|
Gain on curtailment of
postretirement benefits
|
|
|
28,467
|
|
|
|
|
|
|
|
28,467
|
|
|
|
NM
|
|
Restructuring
|
|
|
(11,278
|
)
|
|
|
339
|
|
|
|
(11,617
|
)
|
|
|
NM
|
|
Accelerated depreciation
|
|
|
(21,199
|
)
|
|
|
|
|
|
|
(21,199
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit
|
|
|
190,074
|
|
|
|
257,452
|
|
|
|
(67,378
|
)
|
|
|
(26.2
|
)
|
Other expenses
|
|
|
(7,401
|
)
|
|
|
|
|
|
|
(7,401
|
)
|
|
|
NM
|
|
Interest expense, net
|
|
|
(70,753
|
)
|
|
|
(8,412
|
)
|
|
|
(62,341
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
111,920
|
|
|
$
|
249,040
|
|
|
$
|
(137,120
|
)
|
|
|
(55.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Innerwear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
1,295,868
|
|
|
$
|
1,347,582
|
|
|
$
|
(51,714
|
)
|
|
|
(3.8
|
)%
|
Segment operating profit
|
|
|
172,008
|
|
|
|
192,449
|
|
|
|
(20,441
|
)
|
|
|
(10.6
|
)
|
Net sales in our innerwear segment decreased primarily due to
lower mens underwear and kids underwear sales of
$36 million and lower thermal sales of $14 million, as
well as additional investments in our brands as compared to the
six months ended December 31, 2005. We experienced lower
sell-through of products in the mass merchandise and department
store retail channels primarily in the latter half of the six
months ended December 30, 2006.
As a percent of segment net sales, gross profit percentage in
the innerwear segment increased from 36.5% for the six months
ended December 31, 2005 to 37.0% for the six months ended
December 30, 2006, reflecting a positive impact of
favorable spending of $21 million from our prior year
restructuring actions, cost savings initiatives and savings
associated with moving to lower cost locations. These changes
were partially offset by an unfavorable impact of lower volumes
of $18 million, higher cotton costs of $7 million and
unusual costs of $8 million primarily associated with
exiting certain low margin product lines.
The decrease in segment operating profit is primarily
attributable to the gross profit impact of the items noted above
and higher allocated selling, general and administrative
expenses of $8 million. Media, advertising and promotion
costs were slightly higher due to changes in license agreements,
net of lower media spend on innerwear categories. Our total
selling, general and administrative expenses before segment
allocations increased as a result of unusual charges, higher
stand alone costs as an independent company and higher spending
in numerous areas such as technology consulting, distribution,
severance and market research, which were partially offset by
headcount savings from prior year restructuring actions and a
reduction in pension and postretirement expenses.
Outerwear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
616,298
|
|
|
$
|
603,585
|
|
|
|
12,713
|
|
|
|
2.1
|
%
|
Segment operating profit
|
|
|
21,316
|
|
|
|
49,248
|
|
|
|
(27,932
|
)
|
|
|
(56.7
|
)
|
Net sales in our outerwear segment increased primarily due to
$33 million of increased sales of activewear and
$33 million of increased sales of boys fleece as
compared to the six months ended December 31, 2005. These
changes were partially offset by the $28 million impact of
our intentional exit of certain lower margin fleece product
lines, lower womens and girls fleece sales of
$16 million and $9 million of lower sportshirt, jersey
and other fleece sales.
As a percent of segment net sales, gross profit percentage
declined from 20.7% for the six months ended December 31,
2005 to 19.8% for the six months ended December 30, 2006
primarily as a result of higher cotton costs of
$11 million, $5 million associated with exiting
certain low margin product lines and higher duty, freight and
contractor costs of $6 million, partially offset by
$19 million in cost savings initiatives and a favorable
impact with shifting production to lower cost locations.
The decrease in segment operating profit is primarily
attributable to the gross profit impact of the items noted
above, higher media advertising and promotion expenses directly
attributable to our casualwear products of $15 million and
higher allocated selling, general and administrative expenses of
$10 million. Our total selling, general and administrative
expenses before segment allocations increased as a result of
unusual charges, higher stand-alone costs as an independent
company and higher spending in numerous areas such as
42
technology consulting, distribution, severance and market
research, which were partially offset by headcount savings from
prior year restructuring actions and a reduction in pension and
postretirement expenses.
Hosiery
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
144,066
|
|
|
$
|
155,897
|
|
|
$
|
(11,831
|
)
|
|
|
(7.6
|
)%
|
Segment operating profit
|
|
|
36,205
|
|
|
|
26,531
|
|
|
|
9,674
|
|
|
|
36.5
|
|
Net sales in our hosiery segment decreased primarily due to the
continued decline in U.S. sheer hosiery consumption. As
compared to the six months ended December 31 2005, overall
sales for the hosiery segment declined 8% due to a continued
reduction in sales of Leggs to mass retailers and
food and drug stores and declining sales of Hanes to
department stores. Overall, the hosiery market declined 4.5% for
the six months ended December 30, 2006. We expect the trend
of declining hosiery sales to continue as a result of shifts in
consumer preferences, which is consistent with the long-term
decline in the overall hosiery industry.
Gross profit declined slightly primarily due to the decline in
net sales offset by favorable spending of $3 million from
cost savings initiatives and a reduction in pension and
postretirement expenses.
Segment operating profit increased due primarily to
$10 million of lower allocated selling, general and
administrative expenses.
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
197,729
|
|
|
$
|
195,980
|
|
|
$
|
1,749
|
|
|
|
0.9
|
%
|
Segment operating profit
|
|
|
15,236
|
|
|
|
16,574
|
|
|
|
(1,338
|
)
|
|
|
(8.1
|
)
|
Net sales in our international segment increased slightly due to
higher sales of t-shirts in Europe and higher sales in our
emerging markets in China, India and Brazil, partially offset by
softer sales in Mexico and lower sales in Japan due to a shift
in the launch of fall seasonal products. Changes in foreign
currency exchange rates increased net sales by $3 million.
As a percent of segment net sales, gross profit percentage
increased from 39.7% to 40.2% for the six months ended
December 30, 2006. The increase resulted primarily from a
$3 million decrease in overall spending and $1 million
from positive changes in foreign currency exchange rates. These
changes were offset by a $4 million impact from unfavorable
manufacturing efficiencies compared to the prior period.
The decrease in segment operating profit is attributable to the
gross profit impact of the items noted above offset by higher
allocated selling, general and administrative expenses of
$3 million.
43
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
December 31,
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
19,381
|
|
|
$
|
36,096
|
|
|
$
|
(16,715
|
)
|
|
|
(46.3
|
)%
|
Segment operating profit
|
|
|
(288
|
)
|
|
|
1,202
|
|
|
|
(1,490
|
)
|
|
|
NM
|
|
Net sales in the other segment decreased primarily due to the
acquisition of National Textiles, L.L.C. in September 2005 which
caused a $16 million decline as sales to this business were
previously included in net sales prior to the acquisition.
As a percent of segment net sales, gross profit percentage
increased from 4.8% for the six months ended December 31,
2005 to 9.9% for the six months ended December 30, 2006
primarily as a result of favorable manufacturing variances.
The decrease in segment operating profit is primarily
attributable to higher allocated selling, general and
administrative expenses in the current period of $2 million
offset by the favorable manufacturing variances noted above. As
sales of this segment are generated for the purpose of
maintaining asset utilization at certain manufacturing
facilities, gross profit and operating profit are lower than
those of our other segments.
General
Corporate Expenses
General corporate expenses increased primarily due to higher
nonrecurring spin off and related costs of $17 million and
higher stand alone costs of $10 million of operating as an
independent company.
Combined
and Consolidated Results of OperationsFiscal 2006 Compared
with Fiscal 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
4,472,832
|
|
|
$
|
4,683,683
|
|
|
$
|
(210,851
|
)
|
|
|
(4.5
|
)%
|
Cost of sales
|
|
|
2,987,500
|
|
|
|
3,223,571
|
|
|
|
236,071
|
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,485,332
|
|
|
|
1,460,112
|
|
|
|
25,220
|
|
|
|
1.7
|
|
Selling, general and
administrative expenses
|
|
|
1,051,833
|
|
|
|
1,053,654
|
|
|
|
1,821
|
|
|
|
0.2
|
|
Restructuring
|
|
|
(101
|
)
|
|
|
46,978
|
|
|
|
47,079
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
433,600
|
|
|
|
359,480
|
|
|
|
74,120
|
|
|
|
20.6
|
|
Interest expense, net
|
|
|
17,280
|
|
|
|
13,964
|
|
|
|
(3,316
|
)
|
|
|
(23.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
416,320
|
|
|
|
345,516
|
|
|
|
70,804
|
|
|
|
20.5
|
|
Income tax expense
|
|
|
93,827
|
|
|
|
127,007
|
|
|
|
33,180
|
|
|
|
26.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
322,493
|
|
|
$
|
218,509
|
|
|
$
|
103,984
|
|
|
|
47.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
4,472,832
|
|
|
$
|
4,683,683
|
|
|
$
|
(210,851
|
)
|
|
|
(4.5
|
)%
|
Net sales declined primarily due to the $142 million impact
from the discontinuation of low-margin product lines in the
innerwear, outerwear and international segments and a
$48 million decline in sheer hosiery sales. Other factors
netting to $21 million of this decline include lower
selling prices and changes in product sales mix. Going forward,
we expect the trend of declining hosiery sales to continue as a
result of shifts in consumer preferences.
44
Cost
of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Cost of sales
|
|
$
|
2,987,500
|
|
|
$
|
3,223,571
|
|
|
$
|
236,071
|
|
|
|
7.3
|
%
|
Cost of sales declined year over year primarily as a result of
the decline in net sales. As a percent of net sales, gross
margin increased from 31.2% in fiscal 2005 to 33.2% in fiscal
2006. The increase in gross margin percentage was primarily due
to a $140 million impact from lower cotton costs, and lower
charges for slow moving and obsolete inventories and a
$13 million impact from the benefits of prior year
restructuring actions partially offset by an $84 million
impact of lower selling prices and changes in product sales mix.
Although our fiscal 2006 results benefited from lower cotton
prices, we currently anticipate cotton costs to increase in
future periods.
Selling,
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
$
|
1,051,833
|
|
|
$
|
1,053,654
|
|
|
$
|
1,821
|
|
|
|
0.2
|
%
|
Selling, general and administrative expenses declined due to a
$31 million benefit from prior year restructuring actions,
an $11 million reduction in variable distribution costs and
a $7 million reduction in pension plan expense. These
decreases were partially offset by a $47 million decrease
in recovery of bad debts, higher share-based compensation
expense, increased advertising and promotion costs and higher
costs incurred related to the spin off. Measured as a percent of
net sales, selling, general and administrative expenses
increased from 22.5% in fiscal 2005 to 23.5% in fiscal 2006.
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Restructuring
|
|
$
|
(101
|
)
|
|
$
|
46,978
|
|
|
$
|
47,079
|
|
|
|
NM
|
|
The charge for restructuring in fiscal 2005 is primarily
attributable to costs for severance actions related to the
decision to terminate 1,126 employees, most of whom are located
in the United States. The income from restructuring in fiscal
2006 resulted from the impact of certain restructuring actions
that were completed for amounts more favorable than originally
expected which is partially offset by $4 million of costs
associated with the decision to terminate 449 employees.
Operating
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Operating profit
|
|
$
|
433,600
|
|
|
$
|
359,480
|
|
|
$
|
74,120
|
|
|
|
20.6
|
%
|
Operating profit in fiscal 2006 was higher than in fiscal 2005
as a result of the items discussed above.
Interest
Expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Interest expense, net
|
|
$
|
17,280
|
|
|
$
|
13,964
|
|
|
$
|
(3,316
|
)
|
|
|
(23.7
|
)%
|
Interest expense decreased year over year as a result of lower
average balances on borrowings from Sara Lee. Interest
income decreased significantly as a result of lower average cash
balances. As a result of the
45
spin off on September 5, 2006, our net interest expense
will increase substantially as a result of our increased
indebtedness.
Income
Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Income tax expense
|
|
$
|
93,827
|
|
|
$
|
127,007
|
|
|
$
|
33,180
|
|
|
|
26.1
|
%
|
Our effective income tax rate decreased from 36.8% in fiscal
2005 to 22.5% in fiscal 2006. The decrease in our effective tax
rate is attributable primarily to an $81.6 million charge
in fiscal 2005 related to the repatriation of the earnings of
foreign subsidiaries to the United States. Of this total,
$50.0 million was recognized in connection with the
remittance of current year earnings to the United States, and
$31.6 million related to earnings repatriated under the
provisions of the American Jobs Creation Act of 2004. The tax
expense for both periods was impacted by a number of significant
items which are set out in the reconciliation of our effective
tax rate to the U.S. statutory rate in Note 17 titled
Income Taxes to our Combined and Consolidated
Financial Statements.
Net
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net income
|
|
$
|
322,493
|
|
|
$
|
218,509
|
|
|
$
|
103,984
|
|
|
|
47.6
|
%
|
Net income in fiscal 2006 was higher than in fiscal 2005 as a
result of the items discussed above.
46
Operating
Results by Business SegmentFiscal 2006 Compared with
Fiscal 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
2,627,101
|
|
|
$
|
2,703,637
|
|
|
$
|
(76,536
|
)
|
|
|
(2.8
|
)%
|
Outerwear
|
|
|
1,140,703
|
|
|
|
1,198,286
|
|
|
|
(57,583
|
)
|
|
|
(4.8
|
)
|
Hosiery
|
|
|
290,125
|
|
|
|
338,468
|
|
|
|
(48,343
|
)
|
|
|
(14.3
|
)
|
International
|
|
|
398,157
|
|
|
|
399,989
|
|
|
|
(1,832
|
)
|
|
|
(0.5
|
)
|
Other
|
|
|
62,809
|
|
|
|
88,859
|
|
|
|
(26,050
|
)
|
|
|
(29.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net segment sales
|
|
|
4,518,895
|
|
|
|
4,729,239
|
|
|
|
(210,344
|
)
|
|
|
(4.4
|
)
|
Intersegment
|
|
|
(46,063
|
)
|
|
|
(45,556
|
)
|
|
|
(507
|
)
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
4,472,832
|
|
|
$
|
4,683,683
|
|
|
$
|
(210,851
|
)
|
|
|
(4.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating
profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
344,643
|
|
|
$
|
300,796
|
|
|
$
|
43,847
|
|
|
|
14.6
|
%
|
Outerwear
|
|
|
74,170
|
|
|
|
68,301
|
|
|
|
5,869
|
|
|
|
8.6
|
|
Hosiery
|
|
|
39,069
|
|
|
|
40,776
|
|
|
|
(1,707
|
)
|
|
|
(4.2
|
)
|
International
|
|
|
37,003
|
|
|
|
32,231
|
|
|
|
4,772
|
|
|
|
14.8
|
|
Other
|
|
|
127
|
|
|
|
(174
|
)
|
|
|
301
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating profit
|
|
|
495,012
|
|
|
|
441,930
|
|
|
|
53,082
|
|
|
|
12.0
|
|
Items not included in segment
operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate expenses
|
|
|
(52,482
|
)
|
|
|
(21,823
|
)
|
|
|
(30,659
|
)
|
|
|
(140.5
|
)
|
Amortization of trademarks and
other identifiable intangibles
|
|
|
(9,031
|
)
|
|
|
(9,100
|
)
|
|
|
69
|
|
|
|
0.8
|
|
Restructuring
|
|
|
101
|
|
|
|
(46,978
|
)
|
|
|
47,079
|
|
|
|
NM
|
|
Accelerated depreciation
|
|
|
|
|
|
|
(4,549
|
)
|
|
|
4,549
|
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit
|
|
|
433,600
|
|
|
|
359,480
|
|
|
|
74,120
|
|
|
|
20.6
|
|
Interest expense, net
|
|
|
(17,280
|
)
|
|
|
(13,964
|
)
|
|
|
(3,316
|
)
|
|
|
(23.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
416,320
|
|
|
$
|
345,516
|
|
|
$
|
70,804
|
|
|
|
20.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
2,627,101
|
|
|
$
|
2,703,637
|
|
|
$
|
(76,536
|
)
|
|
|
(2.8
|
)%
|
Segment operating profit
|
|
|
344,643
|
|
|
|
300,796
|
|
|
|
43,847
|
|
|
|
14.6
|
|
Net sales in the innerwear segment decreased primarily due to a
$65 million impact of our discontinuation of certain
sleepwear, thermal and private label product lines and the
closure of certain retail stores. Net sales were also negatively
impacted by $15 million of lower sock sales due to both
lower shipment volumes and lower pricing.
Gross profit percentage in the innerwear segment increased from
35.1% in fiscal 2005 to 37.2% in fiscal 2006, reflecting a
$78 million impact of lower charges for slow moving and
obsolete inventories, lower cotton costs and benefits from prior
restructuring actions, partially offset by lower gross margins
for socks due to pricing pressure and mix.
The increase in innerwear segment operating profit is primarily
attributable to the increase in gross margin and a
$37 million impact of lower allocated selling expenses and
other selling, general and administrative expenses due to
headcount reductions. This is partially offset by
$21 million related to higher allocated media advertising
and promotion costs.
47
Outerwear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
1,140,703
|
|
|
$
|
1,198,286
|
|
|
$
|
(57,583
|
)
|
|
|
(4.8
|
)%
|
Segment operating profit
|
|
|
74,170
|
|
|
|
68,301
|
|
|
|
5,869
|
|
|
|
8.6
|
|
Net sales in the outerwear segment decreased primarily due to
the $64 million impact of our exit of certain lower-margin
fleece product lines and a $33 million impact of lower
sales of casualwear products both in the retail channel and in
the embellishment channel, resulting from lower prices and an
unfavorable sales mix, partially offset by a $44 million
impact from higher sales of activewear products.
Gross profit percentage in the outerwear segment increased from
18.9% in fiscal 2005 to 20.0% in fiscal 2006, reflecting a
$72 million impact of lower charges for slow moving and
obsolete inventories, lower cotton costs, benefits from prior
restructuring actions and the exit of certain lower-margin
fleece product lines, partially offset by pricing pressures and
an unfavorable sales mix of t-shirts sold in the embellishment
channel.
The increase in outerwear segment operating profit is primarily
attributable to a higher gross profit percentage and a
$7 million impact of lower allocated selling, general and
administrative expenses due to the benefits of prior
restructuring actions.
Hosiery
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
290,125
|
|
|
$
|
338,468
|
|
|
$
|
(48,343
|
)
|
|
|
(14.3
|
)%
|
Segment operating profit
|
|
|
39,069
|
|
|
|
40,776
|
|
|
|
(1,707
|
)
|
|
|
(4.2
|
)
|
Net sales in the hosiery segment decreased primarily due to the
continued decline in sheer hosiery consumption in the United
States. Outside unit volumes in the hosiery segment decreased by
13% in fiscal 2006, with an 11% decline in Leggs
volume to mass retailers and food and drug stores and a 22%
decline in Hanes volume to department stores. Overall the
hosiery market declined 11%. We expect this trend to continue as
a result of shifts in consumer preferences.
Gross profit percentage in the hosiery segment increased from
38.0% in fiscal 2005 to 40.2% in fiscal 2006. The increase
resulted primarily from improved product sales mix and pricing.
The decrease in hosiery segment operating profit is primarily
attributable to lower sales volume.
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
398,157
|
|
|
$
|
399,989
|
|
|
$
|
(1,832
|
)
|
|
|
(0.5
|
)%
|
Segment operating profit
|
|
|
37,003
|
|
|
|
32,231
|
|
|
|
4,772
|
|
|
|
14.8
|
|
Net sales in the international segment decreased primarily as a
result of $4 million in lower sales in Latin America which
were mainly the result of a $13 million impact from our
exit of certain low-margin product lines. Changes in foreign
currency exchange rates increased net sales by $10 million.
Gross profit percentage increased from 39.1% in fiscal 2005 to
40.6% in fiscal 2006. The increase is due to lower allocated
selling, general and administrative expenses and margin
improvements in sales in Canada resulting from greater
purchasing power for contracted goods.
The increase in international segment operating profit is
primarily attributable to a $7 million impact of
improvements in gross profit in Canada.
48
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
62,809
|
|
|
$
|
88,859
|
|
|
$
|
(26,050
|
)
|
|
|
(29.3
|
)%
|
Segment operating profit
|
|
|
127
|
|
|
|
(174
|
)
|
|
|
301
|
|
|
|
NM
|
|
Net sales decreased primarily due to the acquisition of National
Textiles, L.L.C. in September 2005 which caused a
$72 million decline as sales to this business were
previously included in net sales prior to the acquisition. Sales
to National Textiles, L.L.C. subsequent to the acquisition of
this business are eliminated for purposes of segment reporting.
This decrease was partially offset by $40 million in fabric
sales to third parties by National Textiles, L.L.C. subsequent
to the acquisition. An additional offset was related to
increased sales of $7 million due to the acquisition of a
Hong Kong based sourcing business at the end of fiscal 2005.
Gross profit and segment operating profit remained flat as
compared to fiscal 2005. As sales of this segment are generated
for the purpose of maintaining asset utilization at certain
manufacturing facilities, gross profit and operating profit are
lower than those of our other segments.
General
Corporate Expenses
General corporate expenses not allocated to the segments
increased in fiscal 2006 from fiscal 2005 as a result of higher
incurred costs related to the spin off.
Combined
and Consolidated Results of OperationsFiscal 2005 Compared
with Fiscal 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
4,683,683
|
|
|
$
|
4,632,741
|
|
|
$
|
50,942
|
|
|
|
1.1
|
%
|
Cost of sales
|
|
|
3,223,571
|
|
|
|
3,092,026
|
|
|
|
(131,545
|
)
|
|
|
(4.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,460,112
|
|
|
|
1,540,715
|
|
|
|
(80,603
|
)
|
|
|
(5.2
|
)
|
Selling, general and
administrative expenses
|
|
|
1,053,654
|
|
|
|
1,087,964
|
|
|
|
34,310
|
|
|
|
3.2
|
|
Restructuring
|
|
|
46,978
|
|
|
|
27,466
|
|
|
|
(19,512
|
)
|
|
|
(71.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
359,480
|
|
|
|
425,285
|
|
|
|
(65,805
|
)
|
|
|
(15.5
|
)
|
Interest expense, net
|
|
|
13,964
|
|
|
|
24,413
|
|
|
|
10,449
|
|
|
|
42.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
345,516
|
|
|
|
400,872
|
|
|
|
(55,356
|
)
|
|
|
(13.8
|
)
|
Income tax expense (benefit)
|
|
|
127,007
|
|
|
|
(48,680
|
)
|
|
|
(175,687
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
218,509
|
|
|
$
|
449,552
|
|
|
$
|
(231,043
|
)
|
|
|
(51.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
4,683,683
|
|
|
$
|
4,632,741
|
|
|
$
|
50,942
|
|
|
|
1.1
|
%
|
Net sales increased year over year primarily as a result of a
$91 million impact from increases in net sales in the
innerwear and outerwear segments. Approximately
$106 million of this increase was due to increased sales of
our activewear products, primarily due to the introduction of
our C9 by Champion line toward the end of fiscal 2004.
Net sales were adversely affected by a $55 million impact
from declines in the hosiery and international segments. The
total impact of the 53rd week in fiscal 2004 was
$77 million.
49
Cost
of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Cost of sales
|
|
$
|
3,223,571
|
|
|
$
|
3,092,026
|
|
|
$
|
(131,545
|
)
|
|
|
(4.3
|
)%
|
Cost of sales increased year over year as a result of the
increase in net sales. Also contributing to the increase in cost
of sales was a $94 million impact from higher raw material
costs for cotton and charges for slow moving and obsolete
inventories. Our gross margin declined from 33.3% in fiscal 2004
to 31.2% in fiscal 2005.
Selling,
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
$
|
1,053,654
|
|
|
$
|
1,087,964
|
|
|
$
|
34,310
|
|
|
|
3.2
|
%
|
Selling, general and administrative expenses declined due to a
$36 million impact from lower benefit plan costs, increased
recovery of bad debts and a lower cost structure achieved
through prior restructuring actions, offset in part by increases
in total advertising and promotion costs. Selling, general and
administrative expenses in fiscal 2004 included a
$7.5 million charge related to the discontinuation of the
Lovable U.S. trademark, while selling, general and
administrative expenses in fiscal 2005 included a
$4.5 million charge for accelerated depreciation of
leasehold improvements as a result of exiting certain store
leases. Measured as a percent of net sales, selling, general and
administrative expenses declined from 23.5% in fiscal 2004 to
22.5% in fiscal 2005.
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Restructuring
|
|
$
|
46,978
|
|
|
$
|
27,466
|
|
|
$
|
(19,512
|
)
|
|
|
(71.0
|
)%
|
The charge for restructuring in fiscal 2005 is primarily
attributable to costs for severance actions related to the
decision to terminate 1,126 employees, most of whom are located
in the United States. The charge for restructuring in fiscal
2004 is primarily attributable to a charge for severance actions
related to the decision to terminate 4,425 employees, most of
whom are located outside the United States. The increase year
over year is primarily attributable to the relative costs
associated with terminating U.S. employees as compared to
international employees.
Operating
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Operating profit
|
|
$
|
359,480
|
|
|
$
|
425,285
|
|
|
|
(65,805
|
)
|
|
|
(15.5
|
)%
|
Operating profit in fiscal 2005 was lower than in fiscal 2004
primarily due to higher raw material costs for cotton and
charges for slow moving and obsolete inventories.
Interest
Expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Interest expense, net
|
|
$
|
13,964
|
|
|
$
|
24,413
|
|
|
$
|
10,449
|
|
|
|
42.8
|
%
|
Interest expense decreased year over year as a result of lower
average balances on borrowings from Sara Lee. Interest
income increased significantly as a result of higher average
cash balances. As a result of the
50
spin off on September 5, 2006, our net interest expense
will increase substantially as a result of our increased
indebtedness.
Income
Tax Expense (Benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Income tax expense (benefit)
|
|
$
|
127,007
|
|
|
$
|
(48,680
|
)
|
|
$
|
(175,687
|
)
|
|
|
NM
|
|
Our effective income tax rate increased from a negative 12.1% in
fiscal 2004 to 36.8% in fiscal 2005. The increase in our
effective tax rate is attributable primarily to an
$81.6 million charge in fiscal 2005 related to the
repatriation of the earnings of foreign subsidiaries to the
United States. Of this total, $50.0 million was recognized
in connection with the remittance of current year earnings to
the United States, and $31.6 million related to earnings
repatriated under the provisions of the American Jobs Creation
Act of 2004. The negative rate in fiscal 2004 is attributable
primarily to an income tax benefit of $128.1 million
resulting from Sara Lees finalization of tax reviews
and audits for amounts that were less than originally
anticipated and recognized in fiscal 2004. The tax expense for
both periods was impacted by a number of significant items which
are set out in the reconciliation of our effective tax rate to
the U.S. statutory rate in Note 17 titled Income
Taxes to our Combined and Consolidated Financial
Statements.
Net
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net income
|
|
$
|
218,509
|
|
|
$
|
449,552
|
|
|
$
|
(231,043
|
)
|
|
|
(51.4
|
)%
|
Net income in fiscal 2005 was lower than in fiscal 2004 as a
result of the decline in operating profit and the increase in
income tax expense, as discussed above.
51
Operating
Results by Business SegmentFiscal 2005 Compared with
Fiscal 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
2,703,637
|
|
|
$
|
2,668,876
|
|
|
$
|
34,761
|
|
|
|
1.3
|
%
|
Outerwear
|
|
|
1,198,286
|
|
|
|
1,141,677
|
|
|
|
56,609
|
|
|
|
5.0
|
|
Hosiery
|
|
|
338,468
|
|
|
|
382,728
|
|
|
|
(44,260
|
)
|
|
|
(11.6
|
)
|
International
|
|
|
399,989
|
|
|
|
410,889
|
|
|
|
(10,900
|
)
|
|
|
(2.7
|
)
|
Other
|
|
|
88,859
|
|
|
|
86,888
|
|
|
|
1,971
|
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net segment sales
|
|
|
4,729,239
|
|
|
|
4,691,058
|
|
|
|
38,181
|
|
|
|
0.8
|
|
Intersegment
|
|
|
(45,556
|
)
|
|
|
(58,317
|
)
|
|
|
12,761
|
|
|
|
21.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
4,683,683
|
|
|
$
|
4,632,741
|
|
|
$
|
50,942
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating
profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
300,796
|
|
|
$
|
366,988
|
|
|
$
|
(66,192
|
)
|
|
|
(18.0
|
)
|
Outerwear
|
|
|
68,301
|
|
|
|
47,059
|
|
|
|
21,242
|
|
|
|
45.1
|
|
Hosiery
|
|
|
40,776
|
|
|
|
38,113
|
|
|
|
2,663
|
|
|
|
7.0
|
|
International
|
|
|
32,231
|
|
|
|
38,248
|
|
|
|
(6,017
|
)
|
|
|
(15.7
|
)
|
Other
|
|
|
(174
|
)
|
|
|
35
|
|
|
|
(209
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating profit
|
|
|
441,930
|
|
|
|
490,443
|
|
|
|
(48,513
|
)
|
|
|
(9.9
|
)
|
Items not included in segment
operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate expenses
|
|
|
(21,823
|
)
|
|
|
(28,980
|
)
|
|
|
7,157
|
|
|
|
24.7
|
|
Amortization of trademarks and
other identifiable intangibles
|
|
|
(9,100
|
)
|
|
|
(8,712
|
)
|
|
|
(388
|
)
|
|
|
(4.5
|
)
|
Restructuring
|
|
|
(46,978
|
)
|
|
|
(27,466
|
)
|
|
|
(19,512
|
)
|
|
|
(71.0
|
)
|
Accelerated depreciation
|
|
|
(4,549
|
)
|
|
|
|
|
|
|
(4,549
|
)
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit
|
|
|
359,480
|
|
|
|
425,285
|
|
|
|
(65,805
|
)
|
|
|
(15.5
|
)
|
Interest expense, net
|
|
|
(13,964
|
)
|
|
|
(24,413
|
)
|
|
|
10,449
|
|
|
|
42.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
345,516
|
|
|
$
|
400,872
|
|
|
$
|
(55,356
|
)
|
|
|
(13.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
2,703,637
|
|
|
$
|
2,668,876
|
|
|
$
|
34,761
|
|
|
|
1.3
|
%
|
Segment operating profit
|
|
|
300,796
|
|
|
|
366,988
|
|
|
|
(66,192
|
)
|
|
|
(18.0
|
)
|
Net sales in the innerwear segment increased primarily due to a
$40 million impact from volume increases in the sales of
mens underwear and socks. Net sales were adversely
affected year over year by a $47 million impact of the
53rd week in fiscal 2004.
Gross profit percentage in the innerwear segment declined from
37.5% in fiscal 2004 to 35.1% in fiscal 2005, reflecting a
$60 million impact of higher raw material costs for cotton
and charges for slow moving and obsolete underwear inventories.
The decrease in innerwear segment operating profit is primarily
attributable to the following factors. First, we increased
inventory reserves by $30 million for slow moving and
obsolete underwear inventories in fiscal 2005 as compared to
fiscal 2004. Second, innerwear operating profit was adversely
affected by a $12 million impact of the 53rd week in
fiscal 2004. The remaining decrease in segment operating profit
was primarily the
52
result of higher unit volume offset in part by higher allocated
distribution and media advertising and promotion costs.
Outerwear
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
1,198,286
|
|
|
$
|
1,141,677
|
|
|
$
|
56,609
|
|
|
|
5.0
|
%
|
Segment operating profit
|
|
|
68,301
|
|
|
|
47,059
|
|
|
|
21,242
|
|
|
|
45.1
|
|
Net sales in the outerwear segment increased primarily due to
$106 million impact from increases in sales of activewear
products, offsetting $45 million in volume declines in
t-shirts sold through our embellishment channel. Net sales were
adversely affected year over year by an $18 million impact
of the 53rd week in fiscal 2004.
Gross profit percentage in the outerwear segment decreased from
21.2% in fiscal 2004 to 18.9% in fiscal 2005, reflecting a
$45 million impact of higher raw material costs for cotton
and additional
start-up
costs associated with new product rollouts. These charges are
partially offset by favorable manufacturing variances as a
result of higher sales volume.
The increase in outerwear segment operating profit is
attributable primarily to higher net sales and lower allocated
selling, general and administrative expenses. Segment operating
profit also was adversely affected year over year by a
$1 million impact of the 53rd week in fiscal 2004.
Hosiery
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
338,468
|
|
|
$
|
382,728
|
|
|
$
|
(44,260
|
)
|
|
|
(11.6
|
)%
|
Segment operating profit
|
|
|
40,776
|
|
|
|
38,113
|
|
|
|
2,663
|
|
|
|
7.0
|
|
Net sales in the hosiery segment decreased primarily due to
$42 million from unit volume decreases and $5 million
from unfavorable product sales mix. Outside unit volumes in the
hosiery segment decreased by 8% in fiscal 2005, with a 7%
decline in Leggs volume to mass retailers and food
and drug stores and a 13% decline in Hanes volume to
department stores. The 8% volume decrease was in line with the
overall hosiery market decline. Net sales also were adversely
affected year over year by a $6 million impact of the
53rd week in fiscal 2004.
Gross profit percentage in the hosiery segment decreased from
38.7% in fiscal 2004 to 38.0% in fiscal 2005. The decrease
resulted primarily from $1 million in unfavorable product
sales mix.
The increase in hosiery segment operating profit is attributable
primarily to a $16 million decrease in allocated media
advertising and promotion costs and allocated selling, general
and administrative expenses partially offset by a decrease in
sales. Hosiery segment operating profit was also adversely
affected year over year by a $2 million impact of the
53rd week in fiscal 2004.
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
399,989
|
|
|
$
|
410,889
|
|
|
$
|
(10,900
|
)
|
|
|
(2.7
|
)%
|
Segment operating profit
|
|
|
32,231
|
|
|
|
38,248
|
|
|
|
(6,017
|
)
|
|
|
(15.7
|
)
|
Net sales in the international segment decreased primarily as a
result of a $19 million decrease in sales from Latin
America and Asia, partially offset by an $11 million impact
from changes in foreign currency
53
exchange rates during fiscal 2005. Net sales were adversely
affected year over year by a $6 million impact of the
53rd week in fiscal 2004.
Gross profit percentage increased from 36.4% in fiscal 2004 to
39.1% in fiscal 2005. The increase resulted primarily from
margin improvements in Canada and Latin America, partially
offset by declines in Asia.
The decrease in international segment operating profit is
attributable primarily to the decrease in net sales and higher
allocated media advertising and promotion expenditures and
selling, general and administrative expenses in fiscal 2005 as
compared to fiscal 2004. These effects were offset in part by
the improvement in gross profit and $3 million from changes
in foreign currency exchange rates. International segment
operating profit also was affected adversely year over year by a
$2 million impact of the 53rd week in fiscal 2004.
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
|
Percent
|
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Change
|
|
|
Change
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
Net sales
|
|
$
|
88,859
|
|
|
$
|
86,888
|
|
|
$
|
1,971
|
|
|
|
2.3
|
%
|
Segment operating profit
|
|
|
(174
|
)
|
|
|
35
|
|
|
|
(209
|
)
|
|
|
NM
|
|
Net sales increased due to higher sales of yarn and other
materials to National Textiles, L.L.C. Gross profit and segment
operating profit remained flat as compared to fiscal 2004. As
sales of this segment are generated for the purpose of
maintaining asset utilization at certain manufacturing
facilities, gross profit and operating profit are lower than
those of our other segments.
General
Corporate Expenses
General corporate expenses not allocated to the segments
decreased in fiscal 2005 from fiscal 2004 as a result of lower
allocations of Sara Lee centralized costs and employee benefit
costs, offset in part by expenses incurred for the spin off.
Liquidity
and Capital Resources
Trends
and Uncertainties Affecting Liquidity
Following the spin off that occurred on September 5, 2006,
our capital structure, long-term capital commitments and sources
of liquidity changed significantly from our historical capital
structure, long-term capital commitments and sources of
liquidity. Our primary sources of liquidity are cash provided
from operating activities and availability under the Revolving
Loan Facility (as defined below). The following has or is
expected to negatively impact liquidity:
|
|
|
|
|
we incurred long-term debt in connection with the spin off of
$2.6 billion;
|
|
|
|
we expect to continue to invest in efforts to improve operating
efficiencies and lower costs;
|
|
|
|
we expect to continue to add new manufacturing capacity in
Central America, the Caribbean Basin and Asia;
|
|
|
|
we assumed net pension and other benefit obligations from Sara
Lee of $299 million; and
|
|
|
|
we may need to increase the portion of the income of our foreign
subsidiaries that is expected to be remitted to the United
States, which could significantly increase our income tax
expense.
|
We incurred indebtedness of $2.6 billion in connection with
the spin off as further described below. On September 5,
2006 we paid $2.4 billion of the proceeds from these
borrowings to Sara Lee and, as a result, those proceeds are not
available for our business needs, such as funding working
capital or the expansion of our operations. In addition, in
order to service our substantial debt obligations, we may need
to increase the portion of the income of our foreign
subsidiaries that is expected to be remitted to the United
States, which could significantly increase our income tax
expense. We believe that our cash provided from operating
54
activities, together with our available credit capacity, will
enable us to comply with the terms of our indebtedness and meet
presently foreseeable financial requirements.
We expect to continue the restructuring efforts that we have
undertaken over the last several years. For example, in the six
months ended December 30, 2006 we announced decisions to
close four textile and sewing plants in the United States,
Puerto Rico and Mexico and consolidate three distribution
centers in the United States. The implementation of these
efforts, which are designed to improve operating efficiencies
and lower costs, has resulted and is likely to continue to
result in significant costs. As further plans are developed and
approved by management and our board of directors, we expect to
recognize additional restructuring to eliminate duplicative
functions within the organization and transition a significant
portion of our manufacturing capacity to lower-cost locations.
As a result of these efforts, we expect to incur approximately
$250 million in restructuring and related charges over the
next three years of which approximately half is expected to be
noncash. We also expect to incur costs associated with the
integration of our information technology systems across our
company.
As we continue to add new manufacturing capacity in Central
America, the Caribbean Basin and Asia, our exposure to events
that could disrupt our foreign supply chain, including political
instability, acts of war or terrorism or other international
events resulting in the disruption of trade, disruptions in
shipping and freight forwarding services, increases in oil
prices (which would increase the cost of shipping),
interruptions in the availability of basic services and
infrastructure and fluctuations in foreign currency exchange
rates, is increased. Disruptions in our foreign supply chain
could negatively impact our liquidity by interrupting production
in offshore facilities, increasing our cost of sales, disrupting
merchandise deliveries, delaying receipt of the products into
the United States or preventing us from sourcing our products at
all. Depending on timing, these events could also result in lost
sales, cancellation charges or excessive markdowns.
We assumed $299 million in unfunded employee benefit
liabilities for pension, postretirement and other retirement
benefit qualified and nonqualified plans from Sara Lee in
connection with the spin off that occurred on September 5,
2006. Included in these liabilities are pension obligations that
have not been reflected in our historical financial statements
for periods prior to the spin off, because these obligations
have historically been obligations of Sara Lee. The pension
obligations we assumed are $225 million more than the
corresponding pension assets we acquired. In addition, we could
be required to make contributions to the pension plans in excess
of our current expectations if financial conditions change or if
our actual experience is significantly different than the
assumptions we have used to calculate our pension costs and
obligations. A significant increase in our funding obligations
could have a negative impact on our liquidity.
Net
Cash from Operating Activities
Net cash from operating activities decreased to
$136.1 million in the six months ended December 30,
2006 from $358.9 million in the six months ended
December 31, 2005. The $222.8 million decrease was
primarily the result of lower earnings in the business due to
higher interest expense and income taxes, a pension contribution
of $48.1 million and other changes in the use of working
capital. The net cash from operating activities of
$358.9 million for the six months ended December 31,
2005 was unusually high due to the timing of other working
capital reductions.
Net
Cash Used in Investing Activities
Net cash used in investing activities decreased to
$23.0 million in the six months ended December 30,
2006 from $49.9 million in the six months ended
December 31, 2005. The $26.9 million decrease was
primarily the result of more cash received from sales of
property and equipment, and lower purchases of property and
equipment, partially offset by the acquisition of a sewing
facility in Thailand in November 2006.
Net
Cash Used in Financing Activities
Net cash used in financing activities decreased to
$253.9 million in the six months ended December 30,
2006 from $881.4 million in the six months ended
December 31, 2005. The decrease was primarily the result of
net transactions with parent companies and related entities. In
connection with the spin off on September 5,
55
2006, we incurred indebtedness of $2.6 billion pursuant to
the $2.15 billion Senior Secured Credit Facility, the
$450 million Second Lien Credit Facility and the
$500 million Bridge Loan Facility. We used proceeds
from borrowings under these facilities to distribute a cash
dividend payment to Sara Lee of $1.95 billion and repay a
loan from Sara Lee in the amount of $450 million. In
connection with the incurrence of debt under these credit
facilities and the issuance of the Floating Rate Senior Notes in
December 2006, we paid $50 million in debt issuance costs,
which are included in the accompanying Combined and Consolidated
Balance Sheet. The debt issuance costs are being amortized to
interest expense in the accompanying Combined and Consolidated
Statement of Income over the life of these credit facilities.
In December 2006, we completed an offering of $500 million
aggregate principal amount of Floating Rate Senior Notes due in
2014. The proceeds from the offering were used to repay all
outstanding borrowings under the Bridge Loan Facility,
which were $500 million.
Also in December 2006, we elected to prepay $106.6 million
of long-term debt primarily under the Term B
Loan Facility (as defined below), which bears interest at a
higher rate than the Term A Loan Facility (as defined
below), to reduce our overall indebtedness and lower our ongoing
interest costs. Approximately $6.6 million of the amount
included in this prepayment was due in the first quarter of 2007.
Cash
and Cash Equivalents
As of December 30, 2006 and July 1, 2006, cash and
cash equivalents were $156.0 million and
$298.3 million, respectively. The decrease in cash and cash
equivalents as of December 30, 2006 was primarily the
result of transactions associated with the spin off,
$106.6 million prepayment of long-term debt and a voluntary
pension contribution of $48.1 million. The July 1,
2006 balance was also impacted by a $275 million bank
overdraft which was classified as a current liability. As part
of Sara Lee, we participated in Sara Lees cash pooling
arrangements under which positive and negative cash balances are
netted within geographic regions. The recapitalization
undertaken in conjunction with the spin off resulted in a
reduction in cash and cash equivalents. In periods after the
spin off, our primary sources of liquidity are cash provided
from operating activities and availability under the Revolving
Loan Facility.
Credit
Facilities and Notes Payable
In connection with the spin off, on September 5, 2006, we
entered into the $2.15 billion Senior Secured Credit
Facility which includes a $500 million revolving loan
facility, or the Revolving Loan Facility, that
was undrawn at the time of the spin off, the $450 million
Second Lien Credit Facility and the $500 million Bridge
Loan Facility with various financial institution lenders,
including Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as the
co-syndication agents and the joint lead arrangers and joint
bookrunners. Citicorp USA, Inc. is acting as administrative
agent and Citibank, N.A. is acting as collateral agent for the
Senior Secured Credit Facility and the Second Lien Credit
Facility. Morgan Stanley Senior Funding, Inc. acted as the
administrative agent for the Bridge Loan Facility. As a
result of this debt incurrence, the amount of interest expense
will increase significantly in periods after the spin off. We
paid $2.4 billion of the proceeds of these borrowings to
Sara Lee in connection with the consummation of the spin off. As
noted above, we repaid all amounts outstanding under the Bridge
Loan Facility with the proceeds of the offering of the
Floating Rate Senior Notes in December 2006.
Senior
Secured Credit Facility
The Senior Secured Credit Facility provides for aggregate
borrowings of $2.15 billion, consisting of: (i) a
$250.0 million Term A loan facility (the Term A
Loan Facility); (ii) a $1.4 billion Term B
loan facility (the Term B Loan Facility); and
(iii) the $500.0 million Revolving Loan Facility
that was undrawn as of December 30, 2006. Any issuance of
commercial paper would reduce the amount available under the
Revolving Loan Facility. As of December 30, 2006,
$122.5 million of standby and trade letters of credit were
issued under this facility and $377.5 million was available
for borrowing.
The Senior Secured Credit Facility is guaranteed by
substantially all of our existing and future direct and indirect
U.S. subsidiaries, with certain customary or
agreed-upon
exceptions for certain subsidiaries. We and
56
each of the guarantors under the Senior Secured Credit Facility
have granted the lenders under the Senior Secured Credit
Facility a valid and perfected first priority (subject to
certain customary exceptions) lien and security interest in the
following:
|
|
|
|
|
the equity interests of substantially all of our direct and
indirect U.S. subsidiaries and 65% of the voting securities
of certain foreign subsidiaries; and
|
|
|
|
substantially all present and future property and assets, real
and personal, tangible and intangible, of Hanesbrands and each
guarantor, except for certain enumerated interests, and all
proceeds and products of such property and assets.
|
The final maturity of the Term A Loan Facility is
September 5, 2012. The Term A Loan Facility will
amortize in an amount per annum equal to the following: year
15.00%; year 210.00%; year 315.00%; year
420.00%; year 525.00%; year 625.00%. The final
maturity of the Term B Loan Facility is September 5,
2013. The Term B Loan Facility will be repaid in equal
quarterly installments in an amount equal to 1% per annum,
with the balance due on the maturity date. The final maturity of
the Revolving Loan Facility is September 5, 2011. All
borrowings under the Revolving Loan Facility must be repaid
in full upon maturity. Outstanding borrowings under the Senior
Secured Credit Facility are prepayable without penalty.
At our option, borrowings under the Senior Secured Credit
Facility may be maintained from time to time as (a) Base
Rate loans, which shall bear interest at the higher of
(i) 1/2 of 1% in excess of the federal funds rate and
(ii) the rate published in the Wall Street Journal as the
prime rate (or equivalent), in each case in effect
from time to time, plus the applicable margin in effect from
time to time (which is currently 0.75% for the Term A
Loan Facility and the Revolving Loan Facility and
1.25% for the Term B Loan Facility), or
(b) LIBOR-based loans, which shall bear interest at the
LIBO Rate (as defined in the Senior Secured Credit Facility and
adjusted for maximum reserves), as determined by the
administrative agent for the respective interest period plus the
applicable margin in effect from time to time (which is
currently 1.75% for the Term A Loan Facility and the
Revolving Loan Facility and 2.25% for the Term B Loan
Facility).
The Senior Secured Credit Facility requires us to comply with
customary affirmative, negative and financial covenants. The
Senior Secured Credit Facility requires that we maintain a
minimum interest coverage ratio and a maximum total debt to
earnings before income taxes, depreciation expense and
amortization, or EBITDA ratio. The interest coverage
covenant requires that the ratio of our EBITDA for the preceding
four fiscal quarters to our consolidated total interest expense
for such period shall not be less than 2 to 1 for each fiscal
quarter ending after December 15, 2006. The interest
coverage ratio will increase over time until it reaches 3.25 to
1 for fiscal quarters ending after October 15, 2009. The
total debt to EBITDA covenant requires that the ratio of our
total debt to our EBITDA for the preceding four fiscal quarters
will not be more than 5.5 to 1 for each fiscal quarter ending
after December 15, 2006. This ratio limit will decline over
time until it reaches 3 to 1 for fiscal quarters after
October 15, 2009. The method of calculating all of the
components used in the covenants is included in the Senior
Secured Credit Facility. As of December 30, 2006, we were
in compliance with all covenants.
The Senior Secured Credit Facility contains customary events of
default, including nonpayment of principal when due; nonpayment
of interest, fees or other amounts after stated grace period;
inaccuracy of representations and warranties; violations of
covenants; certain bankruptcies and liquidations; any
cross-default of more than $50 million; certain judgments
of more than $50 million; certain events related to the
Employee Retirement Income Security Act of 1974, as amended, or
ERISA, and a change in control (as defined in the
Senior Secured Credit Facility).
Second
Lien Credit Facility
The Second Lien Credit Facility provides for aggregate
borrowings of $450 million by Hanesbrands
wholly-owned subsidiary, HBI Branded Apparel Limited, Inc. The
Second Lien Credit Facility is unconditionally guaranteed by
Hanesbrands and each entity guaranteeing the Senior Secured
Credit Facility, subject to the same exceptions and exclusions
provided in the Senior Secured Credit Facility. The Second Lien
Credit
57
Facility and the guarantees in respect thereof are secured on a
second-priority basis (subordinate only to the Senior Secured
Credit Facility and any permitted additions thereto or
refinancings thereof) by substantially all of the assets that
secure the Senior Secured Credit Facility (subject to the same
exceptions).
Loans under the Second Lien Credit Facility will bear interest
in the same manner as those under the Senior Secured Credit
Facility, subject to a margin of 2.75% for Base Rate loans and
3.75% for LIBOR based loans.
The Second Lien Credit Facility requires us to comply with
customary affirmative, negative and financial covenants. The
Second Lien Credit Facility requires that we maintain a minimum
interest coverage ratio and a maximum total debt to EBITDA
ratio. The interest coverage covenant requires that the ratio of
our EBITDA for the preceding four fiscal quarters to our
consolidated total interest expense for such period shall not be
less than 1.5 to 1 for each fiscal quarter ending after
December 15, 2006. The interest coverage ratio will
increase over time until it reaches 2.5 to 1 for fiscal quarters
ending after April 15, 2009. The total debt to EBITDA
covenant requires that the ratio of our total debt to our EBITDA
for the preceding four fiscal quarters will not be more than 6
to 1 for each fiscal quarter ending after December 15,
2006. This ratio will decline over time until it reaches 3.75 to
1 for fiscal quarters ending after October 15, 2009. The
method of calculating all of the components used in the
covenants is included in the Second Lien Credit Facility. As of
December 30, 2006, we were in compliance with all covenants.
The Second Lien Credit Facility contains customary events of
default, including nonpayment of principal when due; nonpayment
of interest, fees or other amounts after stated grace period;
inaccuracy of representations and warranties; violations of
covenants; certain bankruptcies and liquidations; any
cross-default of more than $60 million; certain judgments
of more than $60 million; certain ERISA-related events; and
a change in control (as defined in the Second Lien Credit
Facility).
The Second Lien Credit Facility matures on March 5, 2014,
may not be prepaid prior to September 5, 2007, and includes
premiums for prepayment of the loan prior to September 5,
2009 based on the timing of the prepayment. The Second Lien
Credit Facility will not amortize and will be repaid in full on
its maturity date.
Bridge
Loan Facility
Prior to its repayment in full, the Bridge Loan Facility
provided for a borrowing of $500 million and was
unconditionally guaranteed by each entity guaranteeing the
Senior Secured Credit Facility. The Bridge Loan Facility
was unsecured and was scheduled to mature on September 5,
2007. If the Bridge Loan Facility had not been repaid prior to
or at maturity, the outstanding principal amount of the facility
was to roll over into a rollover loan in the same amount that
was to mature on September 5, 2014. Lenders that extended
rollover loans to us would have been entitled to request that we
issue exchange notes to them in exchange for the
rollover loans, and also to request that we register such notes
upon request.
In December 2006 as discussed below, the proceeds from the
issuance of the Floating Rate Senior Notes were used to repay
the entire outstanding principal of the Bridge
Loan Facility. In connection with the issuance of the
Floating Rate Senior Notes, we recognized a $6 million loss
on early extinguishment of debt for unamortized finance fees on
our Bridge Loan Facility.
Notes Payable
Notes payable to banks were $14.3 million at
December 30, 2006, $3.5 million at July 1, 2006
and $83.3 million at July 2, 2005.
During the six months ended December 30, 2006, we amended
our short-term revolving facility arrangement with a Chinese
branch of a U.S. bank. The facility, renewable annually,
was initially in the amount of RMB 30 million and was
increased to RMB 56 million (approximately
$7.2 million) as of December 30, 2006. Borrowings
under the facility accrue interest at the prevailing base
lending rates published by the Peoples Bank of China from
time to time less 10%. As of December 30, 2006,
$6.6 million was
58
outstanding under this facility with $0.6 million of
borrowing available. We were in compliance with the covenants
contained in this facility at December 30, 2006.
We had other short-term obligations amounting to
$7.7 million which consisted of a short-term revolving
facility arrangement with an Indian branch of a U.S. bank
amounting to INR 220 million (approximately
$5.0 million) of which $3.9 million was outstanding at
December 30, 2006 which accrues interest at 10.5%, and
multiple short-term credit facilities and promissory notes
acquired as part of our acquisition of a sewing facility in
Thailand, totaling THB 241 million (approximately
$6.6 million) of which $3.8 million was outstanding at
December 30, 2006, which accrues interest at an average
rate of 5.9%.
Historically, we maintained a
364-day
short-term non-revolving credit facility under which the Company
could borrow up to 107 million Canadian dollars at a
floating rate of interest that was based upon either the
announced bankers acceptance lending rate plus 0.6% or the
Canadian prime lending rate. Under the agreement, we had the
option to borrow amounts for periods of time less than
364 days. The facility expired at the end of the
364-day
period and the amount of the facility could not be increased
until the next renewal date. During fiscal 2004 and 2005 we and
the bank renewed the facility. At the end of fiscal 2005, we had
borrowings under this facility of $82.0 million at an
interest rate of 3.16%. In 2006, the borrowings under this
agreement were repaid at the end of the year and the facility
was closed.
Floating
Rate Senior Notes
On December 14, 2006, we issued $500.0 million
aggregate principal amount of Floating Rate Senior Notes due
2014. The Floating Rate Senior Notes are senior unsecured
obligations that rank equal in right of payment with all of our
existing and future unsubordinated indebtedness. The Floating
Rate Senior Notes bear interest at an annual rate, reset
semi-annually, equal to LIBOR plus 3.375%. Interest is payable
on the Floating Rate Senior Notes on June 15 and December 15 of
each year beginning on June 15, 2007. The Floating Rate
Senior Notes will mature on December 15, 2014. The net
proceeds from the sale of the Floating Rate Senior Notes were
approximately $492.0 million. These proceeds, together with
our working capital, were used to repay in full the
$500 million outstanding under the Bridge
Loan Facility. The Floating Rate Senior Notes are
guaranteed by substantially all of our domestic subsidiaries.
We may redeem some or all of the Floating Rate Senior Notes at
any time on or after December 15, 2008 at a redemption
price equal to the principal amount of the Floating Rate Senior
Notes plus a premium of 102% if redeemed during the
12-month
period commencing on December 15, 2008, 101% if redeemed
during the
12-month
period commencing on December 15, 2009 and 100% if redeemed
during the
12-month
period commencing on December 15, 2010, as well as any
accrued and unpaid interest as of the redemption date. At any
time on or prior to December 15, 2008, we may redeem up to
35% of the principal amount of the Floating Rate Senior Notes
with the net cash proceeds of one or more sales of certain types
of capital stock at a redemption price equal to the product of
(x) the sum of (1) 100% and (2) a percentage
equal to the per annum rate of interest on the Floating Rate
Senior Notes then applicable on the date on which the notice of
redemption is given, and (y) the principal amount thereof,
plus accrued and unpaid interest to the redemption date,
provided that at least 65% of the aggregate principal amount of
the Floating Rate Senior Notes originally issued remains
outstanding after each such redemption. At any time prior to
December 15, 2008, we may also redeem all or a part of the
Floating Rate Senior Notes upon not less than 30 nor more than
60 days prior notice, at a redemption price equal to
100% of the principal amount of the Floating Rate Senior Notes
redeemed plus a specified premium as of, and accrued and unpaid
interest and additional interest, if any, to the redemption date.
Derivatives
We are required under the Credit Facilities entered into in
connection with the spin off to hedge a portion of our floating
rate debt to reduce interest rate risk caused by floating rate
debt issuance. During the six months ended
December 30, 2006, we entered into various hedging
arrangements whereby we capped the interest rate on
$1 billion of our floating rate debt at 5.75%. We also
entered into interest rate swaps tied to the
3-month
LIBOR rate whereby we fixed the interest rate on an aggregate of
$500 million of our floating rate debt at a
59
blended rate of approximately 5.16%. Approximately 60% of our
total debt outstanding at December 30, 2006 is at a fixed
or capped rate. There was no hedge ineffectiveness during the
current period related to these instruments.
Cotton is the primary raw material we use to manufacture many of
our products. We generally purchase our raw materials at market
prices. In fiscal 2006, we started to use commodity financial
instruments, options and forward contracts to hedge the price of
cotton, for which there is a high correlation between the hedged
item and the hedged instrument. We generally do not use
commodity financial instruments to hedge other raw material
commodity prices.
Off-Balance
Sheet Arrangements
We engage in off-balance sheet arrangements that we believe are
reasonably likely to have a current or future effect on our
financial condition and results of operations. These off-balance
sheet arrangements include operating leases for manufacturing
facilities, warehouses, office space, vehicles and machinery and
equipment.
Minimum operating lease obligations are scheduled to be paid as
follows: $32.4 million in 2007, $27.1 million in 2008,
$22.5 million in 2009, $17.6 million in 2010,
$12.6 million in 2011 and $15.1 million thereafter.
Future
Contractual Obligations and Commitments
The following table contains information on our contractual
obligations and commitments as of December 30, 2006.
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Fiscal Year
|
|
|
|
At December 30,
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|
|
Less than
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|
|
|
|
|
|
|
|
|
|
2006
|
|
|
1 year
|
|
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1-3 years
|
|
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3-5 years
|
|
|
Thereafter
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|
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(In thousands)
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|
|
Long-term debt
|
|
$
|
2,493,375
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|
|
$
|
9,375
|
|
|
$
|
89,000
|
|
|
$
|
124,500
|
|
|
$
|
2,270,500
|
|
Notes payable to banks
|
|
|
14,264
|
|
|
|
14,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on debt obligations(1)
|
|
|
1,371,515
|
|
|
|
202,264
|
|
|
|
396,688
|
|
|
|
379,686
|
|
|
|
392,877
|
|
Operating lease obligations
|
|
|
127,385
|
|
|
|
32,440
|
|
|
|
49,652
|
|
|
|
30,194
|
|
|
|
15,099
|
|
Capital lease obligations
including related interest payments
|
|
|
2,575
|
|
|
|
1,290
|
|
|
|
1,285
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|
|
|
|
|
|
|
|
|
Purchase obligations(2)
|
|
|
623,784
|
|
|
|
569,821
|
|
|
|
47,801
|
|
|
|
6,162
|
|
|
|
|
|
Other long-term obligations(3)
|
|
|
68,317
|
|
|
|
52,503
|
|
|
|
8,418
|
|
|
|
7,396
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
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Total
|
|
$
|
4,701,215
|
|
|
$
|
881,957
|
|
|
$
|
592,844
|
|
|
$
|
547,938
|
|
|
$
|
2,678,476
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
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|
|
(1) |
|
Interest obligations on floating rate debt instruments are
calculated for future periods using interest rates in effect at
December 30, 2006. |
|
(2) |
|
Purchase obligations, as disclosed in the table, are
obligations to purchase goods and services in the ordinary
course of business for production and inventory needs (such as
raw materials, supplies, packaging, and manufacturing
arrangements), capital expenditures, marketing services,
royalty-bearing license agreement payments and other
professional services. This table only includes purchase
obligations for which we have agreed upon a fixed or minimum
quantity to purchase, a fixed, minimum or variable pricing
arrangement, and an approximate delivery date. Actual cash
expenditures relating to these obligations may vary from the
amounts shown in the table above. We enter into purchase
obligations when terms or conditions are favorable or when a
long-term commitment is necessary. Many of these arrangements
are cancelable after a notice period without a significant
penalty. This table omits purchase obligations that did not
exist as of December 30, 2006, as well as obligations for
accounts payable and accrued liabilities recorded on the balance
sheet. |
|
(3) |
|
Represents the projected payment for long-term liabilities
recorded on the balance sheet for deferred compensation,
deferred income, and the fiscal 2007 projected minimum pension
contribution of |
60
|
|
|
|
|
$33 million. We have employee benefit obligations
consisting of pensions and other postretirement benefits
including medical. Other than the fiscal 2007 projected minimum
pension contribution of $33 million, pension and
postretirement obligations have been excluded from the table. A
discussion of our pension and postretirement plans is included
in Notes 15 and 16 to our Combined and Consolidated
Financial Statements. Our obligations for employee health and
property and casualty losses are also excluded from the table. |
Pension
Plans
Prior to the spin off on September 5, 2006, the exact
amount of contributions made to pension plans by us in any year
depended upon a number of factors and included minimum funding
requirements in the jurisdictions in which Sara Lee operated and
Sara Lees policy of charging its operating units for
pension costs. In conjunction with the spin off which occurred
on September 5, 2006, we established the Hanesbrands Inc.
Pension and Retirement Plan, which assumed the portion of the
underfunded liabilities and the portion of the assets of pension
plans sponsored by Sara Lee that relate to our employees. In
addition, we assumed sponsorship of certain other Sara Lee plans
and will continue sponsorship of the Playtex Apparel Inc.
Pension Plan and the National Textiles, L.L.C. Pension Plan. We
are required to make periodic pension contributions to the
assumed plans, the Playtex Apparel Inc. Pension Plan, the
National Textiles, L.L.C. Pension Plan and the Hanesbrands Inc.
Pension and Retirement Plan. Our net unfunded liability for
these qualified pension plans as of December 30, 2006 is
$173.1 million, exclusive of liabilities for our
nonqualified supplemental retirement plans. The levels of
contribution will differ from historical levels of contributions
by Sara Lee due to a number of factors, including the funded
status of the plans as of the completion of the spin off, as
well as our operation as a stand-alone company, regulatory
requirements, financing costs, tax positions and jurisdictional
funding requirements.
During the six months ended December 30, 2006, we were not
required to make any contributions to our pension plans, however
we voluntarily contributed $48 million to our pension plans
based upon minimum funding estimates for fiscal 2007. We
currently expect to contribute, at a minimum, an additional
$33 million to our pension plans during fiscal 2007. We may
make further contributions to our pension plans in fiscal 2007
depending upon changes in the funded status of those plans and
as we gain more clarity with respect to the Pension Protection
Act of 2006, or PPA, that was signed into law on
August 17, 2006. The United States Treasury Department is
in the process of developing implementation guidance for the
PPA, however, it is likely the PPA will accelerate minimum
funding requirements beginning in fiscal 2009. We may choose to
pre-fund some of this anticipated funding.
Share
Repurchase Program
On February 1, 2007, we announced that our Board of
Directors has granted authority for the repurchase of up to
10 million shares of our common stock. Share repurchases
will be made periodically in open-market transactions, and are
subject to market conditions, legal requirements and other
factors. Additionally, management has been granted authority to
establish a trading plan under
Rule 10b5-1
of the Exchange Act in connection with share repurchases, which
will allow use to repurchase shares in the open market during
periods in which the stock trading window is otherwise closed
for our company and certain of our officers and employees
pursuant to our insider trading policy.
Significant
Accounting Policies and Critical Estimates
We have chosen accounting policies that we believe are
appropriate to accurately and fairly report our operating
results and financial position in conformity with accounting
principles generally accepted in the United States. We apply
these accounting policies in a consistent manner. Our
significant accounting policies are discussed in Note 2,
titled Summary of Significant Accounting Policies,
to our Combined and Consolidated Financial Statements.
The application of these accounting policies requires that we
make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenues and expenses, and related
disclosures. These estimates and
61
assumptions are based on historical and other factors believed
to be reasonable under the circumstances. We evaluate these
estimates and assumptions on an ongoing basis and may retain
outside consultants to assist in our evaluation. If actual
results ultimately differ from previous estimates, the revisions
are included in results of operations in the period in which the
actual amounts become known. The accounting policies that
involve the most significant management judgments and estimates
used in preparation of our Combined and Consolidated Financial
Statements, or are the most sensitive to change from outside
factors, are the following:
Sales
Recognition and Incentives
We recognize sales when title and risk of loss passes to the
customer. We record provisions for any uncollectible amounts
based upon our historical collection statistics and current
customer information. Our management reviews these estimates
each quarter and makes adjustments based upon actual experience.
Note 2(d), titled Summary of Significant Accounting
PoliciesSales Recognition and Incentives, to our
Combined and Consolidated Financial Statements describes a
variety of sales incentives that we offer to resellers and
consumers of our products. Measuring the cost of these
incentives requires, in many cases, estimating future customer
utilization and redemption rates. We use historical data for
similar transactions to estimate the cost of current incentive
programs. Our management reviews these estimates each quarter
and makes adjustments based upon actual experience and other
available information.
Catalog
Expenses
We incur expenses for printing catalogs for our products to aid
in our sales efforts. We initially record these expenses as a
prepaid item and charge it against selling, general and
administrative expenses over time as the catalog is distributed
into the stream of commerce. Expenses are recognized at a rate
that approximates our historical experience with regard to the
timing and amount of sales attributable to a catalog
distribution.
Inventory
Valuation
We carry inventory on our balance sheet at the estimated lower
of cost or market. Cost is determined by the
first-in,
first-out, or FIFO, method for our inventories at
December 30, 2006. We carry obsolete, damaged, and excess
inventory at the net realizable value, which we determine by
assessing historical recovery rates, current market conditions
and our future marketing and sales plans. Because our assessment
of net realizable value is made at a point in time, there are
inherent uncertainties related to our value determination.
Market factors and other conditions underlying the net
realizable value may change, resulting in further reserve
requirements. A reduction in the carrying amount of an inventory
item from cost to market value creates a new cost basis for the
item that cannot be reversed at a later period. During the six
months ended December 30, 2006, we elected to convert all
inventory valued by the
last-in,
first-out, or LIFO, method to the FIFO method. In
accordance with the Statement of Financial Accounting Standards,
or SFAS, No. 154, Accounting Changes and Error
Corrections, or SFAS 154, a change from the
LIFO to FIFO method of inventory valuation constitutes a change
in accounting principle. Historically, inventory valued under
the LIFO method, which was 4% of total inventories, would have
had the same value if measured under the FIFO method. Therefore,
the conversion has no retrospective reporting impact.
Rebates, discounts and other cash consideration received from a
vendor related to inventory purchases are reflected as
reductions in the cost of the related inventory item, and are
therefore reflected in cost of sales when the related inventory
item is sold. While we believe that adequate write-downs for
inventory obsolescence have been provided in the Combined and
Consolidated Financial Statements, consumer tastes and
preferences will continue to change and we could experience
additional inventory write-downs in the future.
Depreciation
and Impairment of Property, Plant and Equipment
We state property, plant and equipment at its historical cost,
and we compute depreciation using the straight-line method over
the assets life. We estimate an assets life based on
historical experience, manufacturers estimates,
engineering or appraisal evaluations, our future business plans
and the period over
62
which the asset will economically benefit us, which may be the
same as or shorter than its physical life. Our policies require
that we periodically review our assets remaining
depreciable lives based upon actual experience and expected
future utilization. A change in the depreciable life is treated
as a change in accounting estimate and the accelerated
depreciation is accounted for in the period of change and future
periods. Based upon current levels of depreciation, the average
remaining depreciable life of our net property other than land
is five years.
We test an asset for recoverability whenever events or changes
in circumstances indicate that its carrying value may not be
recoverable. Such events include significant adverse changes in
business climate, several periods of operating or cash flow
losses, forecasted continuing losses or a current expectation
that an asset or asset group will be disposed of before the end
of its useful life. We evaluate an assets recoverability
by comparing the asset or asset groups net carrying amount
to the future net undiscounted cash flows we expect such asset
or asset group will generate. If we determine that an asset is
not recoverable, we recognize an impairment loss in the amount
by which the assets carrying amount exceeds its estimated
fair value.
When we recognize an impairment loss for an asset held for use,
we depreciate the assets adjusted carrying amount over its
remaining useful life. We do not restore previously recognized
impairment losses.
Trademarks
and Other Identifiable Intangibles
Trademarks and computer software are our primary identifiable
intangible assets. We amortize identifiable intangibles with
finite lives, and we do not amortize identifiable intangibles
with indefinite lives. We base the estimated useful life of an
identifiable intangible asset upon a number of factors,
including the effects of demand, competition, expected changes
in distribution channels and the level of maintenance
expenditures required to obtain future cash flows. As of
December 30, 2006, the net book value of trademarks and
other identifiable intangible assets was $137 million, of
which we are amortizing the entire balance. We anticipate that
our amortization expense for the 2007 fiscal year will be
$7.3 million.
We evaluate identifiable intangible assets subject to
amortization for impairment using a process similar to that used
to evaluate asset amortization described above under
Depreciation and Impairment of Property, Plant and
Equipment. We assess identifiable intangible assets not
subject to amortization for impairment at least annually and
more often as triggering events occur. In order to determine the
impairment of identifiable intangible assets not subject to
amortization, we compare the fair value of the intangible asset
to its carrying amount. We recognize an impairment loss for the
amount by which an identifiable intangible assets carrying
value exceeds its fair value.
We measure a trademarks fair value using the royalty saved
method. We determine the royalty saved method by evaluating
various factors to discount anticipated future cash flows,
including operating results, business plans, and present value
techniques. The rates we use to discount cash flows are based on
interest rates and the cost of capital at a point in time.
Because there are inherent uncertainties related to these
factors and our judgment in applying them, the assumptions
underlying the impairment analysis may change in such a manner
that impairment in value may occur in the future. Such
impairment will be recognized in the period in which it becomes
known.
Assets
and Liabilities Acquired in Business Combinations
We account for business acquisitions using the purchase method,
which requires us to allocate the cost of an acquired business
to the acquired assets and liabilities based on their estimated
fair values at the acquisition date. We recognize the excess of
an acquired businesss cost over the fair value of acquired
assets and liabilities as goodwill as discussed below under
Goodwill. We use a variety of information sources to
determine the fair value of acquired assets and liabilities. We
generally use third-party appraisers to determine the fair value
and lives of property and identifiable intangibles, consulting
actuaries to determine the fair value of obligations associated
with defined benefit pension plans, and legal counsel to assess
obligations associated with legal and environmental claims.
63
Goodwill
As of December 30, 2006, we had $281.5 million of
goodwill. We do not amortize goodwill, but we assess for
impairment at least annually and more often as triggering events
occur. Historically, we have performed our annual impairment
review in the second quarter of each year.
In evaluating the recoverability of goodwill, we estimate the
fair value of our reporting units. We have determined that our
reporting units are at the operating segment level. We rely on a
number of factors to determine the fair value of our reporting
units and evaluate various factors to discount anticipated
future cash flows, including operating results, business plans,
and present value techniques. As discussed above under
Trademarks and Other Identifiable Intangibles, there
are inherent uncertainties related to these factors, and our
judgment in applying them and the assumptions underlying the
impairment analysis may change in such a manner that impairment
in value may occur in the future. Such impairment will be
recognized in the period in which it becomes known.
We evaluate the recoverability of goodwill using a two-step
process based on an evaluation of reporting units. The first
step involves a comparison of a reporting units fair value
to its carrying value. In the second step, if the reporting
units carrying value exceeds its fair value, we compare
the goodwills implied fair value and its carrying value.
If the goodwills carrying value exceeds its implied fair
value, we recognize an impairment loss in an amount equal to
such excess.
Insurance
Reserves
Prior to the spin off on September 5, 2006, we were insured
through Sara Lee for property, workers compensation, and
other casualty programs, subject to minimum claims thresholds.
Sara Lee charged an amount to cover premium costs to each
operating unit. Subsequent to the spin off on September 5,
2006, we maintain our own insurance coverage for these programs.
We are responsible for losses up to certain limits and are
required to estimate a liability that represents the ultimate
exposure for aggregate losses below those limits. This liability
is based on managements estimates of the ultimate costs to
be incurred to settle known claims and claims not reported as of
the balance sheet date. The estimated liability is not
discounted and is based on a number of assumptions and factors,
including historical trends, actuarial assumptions and economic
conditions. If actual trends differ from the estimates, the
financial results could be impacted.
Income
Taxes
Prior to spin off on September 5, 2006, all income taxes
were computed and reported on a separate return basis as if we
were not part of Sara Lee. Deferred taxes were recognized for
the future tax effects of temporary differences between
financial and income tax reporting using tax rates in effect for
the years in which the differences are expected to reverse. Net
operating loss carryforwards had been determined in our Combined
and Consolidated Financial Statements as if we were separate
from Sara Lee, resulting in a different net operating loss
carryforward amount than reflected by Sara Lee. Given our
continuing losses in certain geographic locations on a separate
return basis, a valuation allowance has been established for the
deferred tax assets relating to these specific locations.
Federal income taxes are provided on that portion of our income
of foreign subsidiaries that is expected to be remitted to the
United States and be taxable, reflecting the historical
decisions made by Sara Lee with regards to earnings permanently
reinvested in foreign jurisdictions. In periods after the spin
off, we may make different decisions as to the amount of
earnings permanently reinvested in foreign jurisdictions, due to
anticipated cash flow or other business requirements, which may
impact our federal income tax provision and effective tax rate.
We periodically estimate the probable tax obligations using
historical experience in tax jurisdictions and our informed
judgment. There are inherent uncertainties related to the
interpretation of tax regulations in the jurisdictions in which
we transact business. The judgments and estimates made at a
point in time may change based on the outcome of tax audits, as
well as changes to, or further interpretations of, regulations.
Income tax expense is adjusted in the period in which these
events occur, and these adjustments are included in our Combined
and Consolidated Statements of Income. If such changes take
place, there is a risk that our effective tax rate may increase
or decrease in any period.
64
In conjunction with the spin off, we and Sara Lee entered into a
tax sharing agreement, which allocates responsibilities between
us and Sara Lee for taxes and certain other tax matters. Under
the tax sharing agreement, Sara Lee generally is liable for all
U.S. federal, state, local and foreign income taxes
attributable to us with respect to taxable periods ending on or
before September 5, 2006. Sara Lee also is liable for
income taxes attributable to us with respect to taxable periods
beginning before September 5, 2006 and ending after
September 5, 2006, but only to the extent those taxes are
allocable to the portion of the taxable period ending on
September 5, 2006. We are generally liable for all other
taxes attributable to us. Changes in the amounts payable or
receivable by us under the stipulations of this agreement may
impact our tax provision in any period.
Within 180 days after Sara Lee files its final consolidated
tax return for the period that includes September 5, 2006,
Sara Lee is required to deliver to us a computation of the
amount of deferred taxes attributable to our United States and
Canadian operations that would be included on our balance sheet
as of September 6, 2006. If substituting the amount of
deferred taxes as finally determined for the amount of estimated
deferred taxes that were included on that balance sheet at the
time of the spin off causes a decrease in the net book value
reflected on that balance sheet, then Sara Lee will be required
to pay us the amount of such decrease. If such substitution
causes an increase in the net book value reflected on that
balance sheet, then we will be required to pay Sara Lee the
amount of such increase. For purposes of this computation, our
deferred taxes are the amount of deferred tax benefits
(including deferred tax consequences attributable to deductible
temporary differences and carryforwards) that would be
recognized as assets on our balance sheet computed in accordance
with GAAP, but without regard to valuation allowances, less the
amount of deferred tax liabilities (including deferred tax
consequences attributable to deductible temporary differences)
that would be recognized as liabilities on our balance sheet
computed in accordance with GAAP, but without regard to
valuation allowances. Neither we nor Sara Lee will be required
to make any other payments to the other with respect to deferred
taxes.
Stock
Compensation
In connection with the spin off on September 5, 2006, we
established the Hanesbrands Inc. Omnibus Incentive Plan of 2006,
the (Omnibus Incentive Plan) to award stock options,
stock appreciation rights, restricted stock, restricted stock
units, deferred stock units, performance shares and cash to our
employees, non-employee directors and employees of our
subsidiaries to promote the interest of our Company and incent
performance and retention of employees.
On September 26, 2006, a number of awards were made to
employees and non-employee directors under the Omnibus Incentive
Plan. Two categories of these awards are intended to replace
award values that employees would have received under Sara Lee
incentive plans before the spin off. Three other categories of
these awards were to attract and retain certain employees,
including our 2006 annual awards. See Note 3 to the
Combined and Consolidated Financial Statements regarding
stock-based compensation for further information on these
awards. The cost of these equity-based awards is equal to the
fair value of the award at the date of grant, and compensation
expense is recognized for those awards earned over the service
period. We determined the fair value of the stock option awards
using the Black-Scholes option pricing model using the following
weighted average assumptions: weighted average expected
volatility of 30%; weighted average expected term of
3.7 years; expected dividend yield of 0%; and risk-free
interest rate ranging from 4.52% to 4.59%, with a weighted
average of 4.55%. We use the volatility of peer companies for a
period of time that is comparable to the expected life of the
option to determine volatility assumptions. We have utilized the
simplified method outlined in SEC Staff
Bulletin No. 107 to estimate expected lives of options
granted during the period.
Prior to spin off on September 5, 2006, Sara Lee restricted
stock units, or RSUs, and stock options were issued
to our employees in exchange for employee services. See
Note 3 to the Combined and Consolidated Financial
Statements regarding stock-based compensation for further
information on these awards. The cost of RSUs and other
equity-based awards is equal to the fair value of the award at
the date of grant, and compensation expense is recognized for
those awards earned over the service period. Certain of the Sara
Lee RSUs vest based upon the employee achieving certain defined
performance measures. During the
65
service periods prior to spin off on September 5, 2006,
management estimated the number of awards that will meet the
defined performance measures. With regard to stock options, at
the date of grant, we determined the fair value of the award
using the Black-Scholes option pricing formula. Management
estimated the period of time the employee will hold the option
prior to exercise and the expected volatility of Sara Lees
stock, each of which impacts the fair value of the stock options.
Defined
Benefit Pension and Postretirement Healthcare and Life Insurance
Plans
For a discussion of our net periodic benefit cost, plan
obligations, plan assets, and how we measure the amount of these
costs, see Notes 15 and 16 titled Defined Benefit
Pension Plans and Postretirement Healthcare and Life
Insurance Plans, respectively, to our Combined and
Consolidated Financial Statements.
In September 2006, the Financial Accounting Standards Board, or
FASB, issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement PlansAn Amendment of FASB
No. 87, 88, 106 and 132(R) (SFAS 158).
SFAS 158 requires that the funded status of defined benefit
postretirement plans be recognized on the companys balance
sheet, and changes in the funded status be reflected in
comprehensive income, effective fiscal years ending after
December 15, 2006, which we adopted as of and for the six
months ended December 30, 2006. SFAS 158 also requires
companies to measure the funded status of the plan as of the
date of its fiscal year end, effective for fiscal years ending
after December 15, 2008. The impact of adopting the funded
status provisions of SFAS 158 was an increase in assets of
$1.4 million, an increase in liabilities of
$25.7 million and a pretax increase in the accumulated
other comprehensive loss of $31.8 million.
Prior to the spin off on September 5, 2006, certain
eligible employees of our company participated in the defined
benefit pension plans and the postretirement healthcare and life
insurance plans of Sara Lee. In connection with the spin off on
September 5, 2006, we assumed $299 million in
obligations under the Sara Lee sponsored pension and
postretirement plans and the Sara Lee Corporation Supplemental
Executive Retirement Plan that related to our current and former
employees. The amount of the net liability actually assumed was
evaluated in a manner specified by ERISA and will be finalized
and certified by plan actuaries several months after the
completion of the spin off. Benefits under the pension and
postretirement benefit plans are generally based on age at
retirement and years of service and for some plans, benefits are
also based on the employees annual earnings. The net
periodic cost of the pension and postretirement plans is
determined using the projections and actuarial assumptions, the
most significant of which are the discount rate, the long-term
rate of asset return, and medical trend (rate of growth for
medical costs). The net periodic pension and postretirement
income or expense is recognized in the year incurred. Gains and
losses, which occur when actual experience differs from
actuarial assumptions, are amortized over the average future
service period of employees.
The following assumptions were used to calculate the pension
costs and obligations of the plans in which we participated
prior to the spin off and the assumptions used subsequent to the
spin off as a stand alone company.
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|
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|
|
|
|
|
|
|
|
|
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|
|
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|
December 30,
|
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|
July 1,
|
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|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
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|
|
2004
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|
|
Net periodic benefit
cost:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Discount rate
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5.77
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%
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|
5.60
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%
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5.50
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%
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|
5.50
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%
|
Long-term rate of return on plan
assets
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|
7.57
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%
|
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|
7.76
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%
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|
7.83
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%
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|
|
7.75
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%
|
Rate of compensation increase
|
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|
3.60
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%(1)
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4.00
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%(1)
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4.50
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%
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5.87
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%
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Plan obligations:
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|
|
|
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Discount rate
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5.77
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%
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5.80
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%
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5.60
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%
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5.50
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%
|
Rate of compensation increase
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|
3.60
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%(1)
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|
4.00
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%(1)
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4.00
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%
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4.50
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%
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|
|
|
(1) |
|
The compensation increase assumption applies to the Canadian
plans and portions of the Hanesbrands nonqualified retirement
plans, as benefits under these plans are not frozen at
December 30, 2006 and July 1, 2006. |
66
Subsequent to the spin off on September 5, 2006, the
Companys policies regarding the establishment of pension
assumptions are as follows:
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|
|
|
In determining the discount rate, we utilized the Citigroup
Pension Discount Curve (rounded to the nearest 10 basis
points) in order to determine a unique interest rate for each
plan and match the expected cash flows for each plan.
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|
Salary increase assumptions were based on historical experience
and anticipated future management actions.
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|
In determining the long-term rate of return on plan assets we
applied a proportionally weighted blend between assuming the
historical long-term compound growth rate of the plan portfolio
would predict the future returns of similar investments, and the
utilization of forward looking assumptions. The calculated long
term rate of return is reduced by a 1.00% expense load.
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|
|
|
Retirement rates were based primarily on actual experience while
standard actuarial tables were used to estimate mortality.
|
Prior to the spin off on September 5, 2006, Sara Lees
policies regarding the establishment of pension assumptions and
allocating the cost of participation in its company wide plans
during the periods presented were as follows:
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|
|
|
In determining the discount rate, Sara Lee utilized the yield on
high-quality fixed-income investments that have a AA bond rating
and match the average duration of the pension obligations.
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|
Salary increase assumptions were based on historical experience
and anticipated future management actions.
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|
In determining the long-term rate of return on plan assets Sara
Lee assumed that the historical long-term compound growth rate
of equity and fixed income securities would predict the future
returns of similar investments in the plan portfolio. Investment
management and other fees paid out of plan assets were factored
into the determination of asset return assumptions.
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|
Retirement rates were based primarily on actual experience while
standard actuarial tables were used to estimate mortality.
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|
Prior to the spin off on September 5, 2006, operating units
that participated in one of Sara Lees company-wide defined
benefit pension plans were allocated a portion of the total
annual cost of the plan. Consulting actuaries determined the
allocated cost by determining the service cost associated with
the employees of each operating unit. Other elements of the net
periodic benefit cost (interest on the projected benefit
obligation, the estimated return on plan assets, and the
amortization of deferred losses and prior service cost) were
allocated based upon the projected benefit obligation associated
with the current and former employees of the reporting entity as
a percentage of the projected benefit obligation of the entire
defined benefit plan.
|
Recently
Issued Accounting Standards
Accounting
for Uncertainty in Income Taxes
In June 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes: An Interpretation
of FASB Statement No. 109, or
FIN No. 48. This interpretation clarifies
the accounting for uncertainty in income taxes recognized in an
entitys financial statements in accordance with
SFAS No. 109. FIN No. 48 prescribes a
recognition threshold and measurement principles for the
financial statement recognition and measurement of tax positions
taken or expected to be taken on a tax return. This
interpretation is effective for fiscal years beginning after
December 15, 2006 and as such, we will adopt
FIN No. 48 in 2007. Since we are not liable for income
taxes related to taxable periods prior to September 5,
2006, we believe the impact of this interpretation is mitigated;
however our evaluation is not complete.
67
Fair
Value Measurements
The FASB has issued SFAS 157, Fair Value Measurements, or
SFAS 157, which provides guidance for using
fair value to measure assets and liabilities. The standard also
responds to investors requests for more information about
(1) the extent to which companies measure assets and
liabilities at fair value, (2) the information used to
measure fair value, and (3) the effect that fair-value
measurements have on earnings. SFAS 157 will apply whenever
another standard requires (or permits) assets or liabilities to
be measured at fair value. The standard does not expand the use
of fair value to any new circumstances. SFAS 157 is
effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods
within those fiscal years. We are currently evaluating the
impact of SFAS 157 on our results of operations and
financial position.
Pension
and Other Postretirement Benefits
In September 2006, the FASB issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans (an amendment of FASB Statements
No. 87, 88, 106, and 132R), or SFAS 158.
SFAS 158 requires an employer to recognize in its statement
of financial position an asset for a plans over funded
status, or a liability for a plans under funded status,
measure a plans assets and its obligations that determine
its funded status as of the end of the employers fiscal
year (with limited exceptions), and recognize changes in the
funded status of a defined benefit postretirement plan in the
year in which the changes occur. Those changes will be reported
in our comprehensive loss and as a separate component of
stockholders equity. We adopted the provision to recognize
the funded status of a benefit plan and the disclosure
requirements during the six months ended December 30, 2006.
The requirement to measure plan assets and benefit obligations
as of the date of the employers fiscal year-end is
effective for fiscal years ending after December 15, 2008.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
We are exposed to market risk from changes in foreign exchange
rates, interest rates and commodity prices. Our risk management
control system uses analytical techniques including market
value, sensitivity analysis and value at risk estimations. Prior
to the spin off on September 5, 2006, Sara Lee maintained
risk management control systems on our behalf to monitor the
foreign exchange, interest rate and commodities risks and Sara
Lees offsetting hedge position.
Foreign
Exchange Risk
We sell the majority of our products in transactions in
U.S. dollars; however, we purchase some raw materials, pay
a portion of our wages and make other payments in our supply
chain in foreign currencies. Our exposure to foreign exchange
rates exists primarily with respect to the Canadian dollar,
Mexican peso and Japanese yen against the U.S. dollar. We
use foreign exchange forward and option contracts to hedge
material exposure to adverse changes in foreign exchange rates.
A sensitivity analysis technique has been used to evaluate the
effect that changes in the market value of foreign exchange
currencies will have on our forward and option contracts. In
conjunction with the spin off, all foreign currency hedge
contracts were terminated and all gains and losses on these
contracts were realized at the time of termination.
Interest
Rates
Prior to the spin off on September 5, 2006, our interest
rate exposure primarily related to intercompany loans or other
amounts due to or from Sara Lee, cash balances (positive or
negative) in foreign cash pool accounts which we have maintained
with Sara Lee in the past and cash held in short-term investment
accounts outside of the United States. We have not historically
used financial instruments to address our exposure to interest
rate movements.
Various notes receivable and notes payable between us and Sara
Lee are reflected on the Combined and Consolidated Balance
Sheets. These notes receivable and payable were capitalized by
the parties in connection with the spin off that occurred on
September 5, 2006. In connection with the spin off, we
incurred (i) $1.65 billion of indebtedness funded
under the Senior Secured Credit Facility, which includes the
additional
68
$500.0 million Revolving Loan Facility which was undrawn at
the closing of the spin off and (ii) $450.0 million of
indebtedness under the Second Lien Credit Facility. We also
incurred $500.0 million of indebtedness under the Bridge
Loan Facility, which we repaid with the proceeds of the
offering of the Floating Rate Senior Notes. Each of these credit
facilities bears interests as described in
Managements Discussion and Analysis of Financial
Condition and Results of OperationsLiquidity and Capital
ResourcesCredit Facilities and Notes Payable,
and there can be no assurance that we will be able to refinance
this indebtedness at the same or better rates upon maturity. We
paid $2.4 billion of the proceeds of this debt to Sara Lee
and used the remainder to pay debt issuance costs and for
working capital.
We are required under the Senior Secured Credit Facility and the
Second Lien Credit Facility to hedge a portion of our floating
rate debt to reduce interest rate risk caused by floating rate
debt issuance. During the six months ended December 30,
2006, we entered into various hedging arrangements whereby we
capped the interest payable on $1 billion of our floating
rate debt at 5.75%. We also entered into interest rate swaps
tied to the
3-month
LIBOR rate whereby we fixed the interest payable on an aggregate
of $500 million of our floating rate debt at a blended rate
of approximately 5.16%. Approximately 60% of our total debt
outstanding at December 30, 2006 is at a fixed or capped
rate. After giving effect to these arrangements, a 25-basis
point movement in the annual interest rate charged on the
outstanding debt balances as of December 30, 2006 would
result in a change in annual interest expense of $5 million.
Commodities
Cotton is the primary raw material we use to manufacture many of
our products. In addition, fluctuations in crude oil or
petroleum prices may influence the prices of other raw materials
we use to manufacture our products, such as chemicals,
dyestuffs, polyester yarn and foam. We generally purchase our
raw materials at market prices. In fiscal 2006, we started to
use commodity financial instruments to hedge the price of
cotton, for which there is a high correlation between costs and
the financial instrument. We generally do not use commodity
financial instruments to hedge other raw material commodity
prices. At December 30, 2006, the potential change in fair
value of cotton commodity derivative instruments, assuming a 10%
adverse change in the underlying commodity price, was
$4.2 million.
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
Our financial statements required by this item are contained on
pages F-1 through F-59 of this
Form 10-K.
See Item 15(a)(1) for a listing of financial statements
provided.
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A.
|
Controls
and Procedures
|
As required by Exchange Act
Rule 13a-15(b),
our management, including the Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of the effectiveness
of our disclosure controls and procedures, as defined in
Exchange Act
Rule 13a-15(e),
as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures
were effective.
In connection with the evaluation required by Exchange Act
Rule 13a-15(d),
our management, including the Chief Executive Officer and Chief
Financial Officer, concluded that no changes in our internal
control over financial reporting occurred during the period
covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
|
|
Item 9B.
|
Other
Information
|
None.
69
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
Directors
and Executive Officers
The chart below lists our directors and executive officers and
is followed by biographic information about them. No family
relationship exists between any director or executive officer.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Positions
|
|
Lee A. Chaden
|
|
|
64
|
|
|
Executive Chairman and Director
|
Richard A. Noll
|
|
|
49
|
|
|
Chief Executive Officer and
Director
|
E. Lee Wyatt Jr.
|
|
|
54
|
|
|
Executive Vice President, Chief
Financial Officer
|
Gerald W. Evans Jr.
|
|
|
47
|
|
|
Executive Vice President, Chief
Supply Chain Officer
|
Michael Flatow
|
|
|
57
|
|
|
Executive Vice President, General
Manager, Wholesale Americas
|
Kevin D. Hall
|
|
|
48
|
|
|
Executive Vice President, Chief
Marketing Officer
|
Joia M. Johnson
|
|
|
46
|
|
|
Executive Vice President, General
Counsel and Corporate Secretary
|
Joan P. McReynolds
|
|
|
56
|
|
|
Executive Vice President, Chief
Customer Officer
|
Kevin W. Oliver
|
|
|
49
|
|
|
Executive Vice President, Human
Resources
|
Harry A. Cockrell(2)(3)
|
|
|
56
|
|
|
Director
|
Charles W. Coker(2)(3)
|
|
|
73
|
|
|
Director
|
Bobby J. Griffin(1)
|
|
|
58
|
|
|
Director
|
James C. Johnson(2)(3)
|
|
|
54
|
|
|
Director
|
Jessica T. Mathews
|
|
|
60
|
|
|
Director
|
J. Patrick Mulcahy(1)
|
|
|
63
|
|
|
Director
|
Alice M. Peterson(1)
|
|
|
54
|
|
|
Director
|
Andrew J. Schindler(2)(3)
|
|
|
62
|
|
|
Director
|
|
|
|
(1) |
|
Member of the Audit Committee |
|
(2) |
|
Member of the Compensation and Benefits Committee |
|
(3) |
|
Member of the Governance and Nominating Committee |
Lee A. Chaden has served as our Executive Chairman since
April 2006 and a director since our formation in September 2005.
From May 2003 until the completion of the spin off in September
2006, he also served as an Executive Vice President of Sara Lee.
From May 2004 until April 2006, Mr. Chaden served as Chief
Executive Officer of Sara Lee Branded Apparel. He has also
served at the Sara Lee corporate level as Executive Vice
PresidentGlobal Marketing and Sales from May 2003 to May
2004 and Senior Vice PresidentHuman Resources from 2001 to
May 2003. Mr. Chaden joined Sara Lee in 1991 as President
of the U.S. and Westfar divisions of Playtex Apparel, Inc.,
which Sara Lee acquired that year. While employed by Sara Lee,
Mr. Chaden also served as President and Chief Executive
Officer of Sara Lee Intimates, Vice President of Sara Lee
Corporation, Senior Vice President of Sara Lee Corporation and
Chief Executive Officer of Sara Lee Branded ApparelEurope.
Mr. Chaden currently serves on the Board of Directors of
Stora Enso Corporation.
Richard A. Noll has served as our Chief Executive Officer
since April 2006 and a director since our formation in September
2005. From December 2002 until the completion of the spin off in
September 2006, he also served as a Senior Vice President of
Sara Lee. From July 2005 to April 2006, Mr. Noll served as
President and Chief Operating Officer of Sara Lee Branded
Apparel. Mr. Noll served as Chief Executive Officer of the
Sara Lee Bakery Group from July 2003 to July 2005 and as the
Chief Operating Officer of the Sara Lee Bakery Group from July
2002 to July 2003. From July 2001 to July 2002, Mr. Noll
was Chief
70
Executive Officer of Sara Lee Legwear, Sara Lee Direct and Sara
Lee Mexico. Mr. Noll joined Sara Lee in 1992 and held a
number of management positions with increasing responsibilities
while employed by Sara Lee.
E. Lee Wyatt Jr. has served as our Executive Vice
President, Chief Financial Officer since the completion of the
spin off in September 2006. From September 2005 until the
completion of the spin off, Mr. Wyatt served as a Vice
President of Sara Lee and as Chief Financial Officer of Sara Lee
Branded Apparel. Prior to joining Sara Lee, Mr. Wyatt was
Executive Vice President, Chief Financial Officer and Treasurer
of Sonic Automotive, Inc. from April 2003 to September 2005, and
Vice President of Administration and Chief Financial Officer of
Sealy Corporation from September 1998 to February 2003.
Gerald W. Evans Jr. has served as our Executive Vice
President, Chief Supply Chain Officer since the completion of
the spin off in September 2006. From July 2005 until the
completion of the spin off, Mr. Evans served as a Vice
President of Sara Lee and as Chief Supply Chain Officer of Sara
Lee Branded Apparel. Prior to July 2005, Mr. Evans served
as President and Chief Executive Officer of Sara Lee Sportswear
and Underwear from March 2003 until June 2005 and as President
and Chief Executive Officer of Sara Lee Sportswear from March
1999 to February 2003.
Michael Flatow has served as our Executive Vice
President, General Manager, Wholesale Americas since the
completion of the spin off in September 2006. From August 2005
until the completion of the spin off, he served as a Vice
President of Sara Lee and as PresidentInnerwear Americas
for Sara Lee Branded Apparel. From April 2003 to August 2005,
Mr. Flatow served as President of the Intimates and Hosiery
Group of Sara Lee Branded Apparel. Mr. Flatow served as
Chief Customer Officer of Sara Lee Branded Apparel from July
2001 to April 2003, as President of Sara Lee Hosiery from May
1999 to July 2001 and as President of Champion Products from
1997 to May 1999.
Kevin D. Hall has served as our Executive Vice President,
Chief Marketing Officer since June 2006. From June 2005 until
June 2006, Mr. Hall served on the advisory board of, and
was a consultant to, Affinova, Inc., a marketing research
and strategy firm. From August 2001 until June 2005,
Mr. Hall served as Senior Vice President of Marketing for
Fidelity Investments Tax-Exempt Retirement Services Company, a
provider of 401(k), 403(b) and other defined contribution
retirement plans and services. From June 1985 to August 2001,
Mr. Hall served in various marketing positions with The
Procter & Gamble Company, most recently as general
manager of the Vidal Sassoon business worldwide.
Joia M. Johnson has served as our Executive Vice
President, General Counsel and Corporate Secretary since January
2007. From May 2000 until January 2007, Ms. Johnson served
as Executive Vice President, General Counsel and Secretary of
RARE Hospitality International, Inc., or RARE
Hospitality, an owner, operator and franchisor of
restaurants, including LongHorn Steakhouse, The Capital Grille
restaurants and Bugaboo Creek Steak House. From July 1999 until
May 2000, she served as Vice President, General Counsel and
Secretary of RARE Hospitality, and served as its Vice President
and General Counsel from May 1999 until July 1999. From January
1989 until May 1999, Ms. Johnson served as Vice President,
General Counsel and Secretary of H.J. Russell &
Company, a real estate development, construction and property
management firm. For six years during her employment with H.J.
Russell & Company, Ms. Johnson served as Corporate
Counsel for Concessions International, Inc., an airport food and
beverage concessionaire and affiliate of
H.J. Russell & Company.
Joan P. McReynolds has served our Executive Vice
President, Chief Customer Officer since the completion of the
spin off in September 2006. From August 2004 until the
completion of the spin off, Ms. McReynolds served as Chief
Customer Officer of Sara Lee Branded Apparel. From May 2003 to
July 2004, Ms. McReynolds served as Chief Customer Officer
for the food, drug and mass channels of customer management for
Sara Lee Branded Apparel. Prior to that, Ms. McReynolds
served as Vice President of sales for Sara Lee Hosiery from
January 1997 to April 2003.
Kevin W. Oliver has served as our Executive Vice
President, Human Resources since the completion of the spin off
in September 2006. From January 2006 until the completion of the
spin off, Mr. Oliver served as a Vice President of Sara Lee
and as Senior Vice President, Human Resources of Sara Lee
Branded Apparel.
71
From February 2005 to December 2005, Mr. Oliver served as
Senior Vice President, Human Resources for Sara Lee Food and
Beverage and from August 2001 to January 2005 as Vice President,
Human Resources for the Sara Lee Bakery Group.
Harry A. Cockrell has served as a member of our board of
directors since the completion of the spin off in September
2006. Mr. Cockrell has been serving as shareholder and
director of Pathfinder Investment Holdings Corporation, a
privately owned investment company which invests in and manages
hotels and resorts in the Philippines, since 1999, and of PTG
Investment Holdings Corporation and Pacific Tiger Group Limited
since 1999 and 2005, respectively, each of which is a privately
owned investment company which invests in diversified interests
in the Asia Pacific Region. From 1994 to 2003 Mr. Cockrell
served as a member of the Investment Committee of The Asian
Infrastructure Fund, an equity fund focused on investments in
Asian utility markets and from 1992 to 1998, Mr. Cockrell
served as a director of Jardine Fleming Asian Realty Inc., an
investment company focused mainly on Asian property projects.
Charles W. Coker has served as a member of our board of
directors since the completion of the spin off in September
2006. Mr. Coker served as Chairman of the Board of Sonoco
Products Company from 1990 to May 2005. Mr. Coker also
served as Chief Executive Officer of Sonoco Products from 1990
to 1998, as President from 1970 to 1990, and was reappointed
President from 1994 to 1996, while maintaining the title and
responsibility of Chairman and Chief Executive Officer.
Bobby J. Griffin has served as a member of our board of
directors since the completion of the spin off in September
2006. Since 1986, Mr. Griffin has served in various
management positions with Ryder System, Inc., including as
President, International Operations from March 2005 to present,
Executive Vice President, International Operations from 2003 to
March 2005 and Executive Vice President, Global Supply Chain
Operations from 2001 to 2003.
James C. Johnson has served as a member of our board of
directors since the completion of the spin off in September
2006. Since July 2004, Mr. Johnson has served as Vice
President, Corporate Secretary and Assistant General Counsel of
The Boeing Company. Prior to July 2004, Mr. Johnson served
in various positions with The Boeing Company beginning in 1998,
including as Senior Vice President, Corporate Secretary and
Assistant General Counsel from September 2002 until a management
reorganization in July 2004 and as Vice President, Corporate
Secretary and Assistant General Counsel from July 2001 until
September 2002. Mr. Johnson currently serves on the board
of directors of Ameren Corporation.
Jessica T. Mathews has served as a member of our board of
directors since October 2006. She has been serving as president
of the Carnegie Endowment for International Peace since 1997.
She was a senior fellow at the Council on Foreign Relations from
1993 to 1997, and in 1993 also served as deputy to the
Undersecretary of State for Global Affairs. From 1982 to 1993,
she was founding vice president and director of research of the
World Resources Institute, a center for policy research on
environmental and natural-resource management issues. She served
on the editorial board of the Washington Post from 1980 to 1982.
Ms. Mathews is a member of the Council on Foreign Relations
and the Trilateral Commission.
J. Patrick Mulcahy has served as a member of our board of
directors since the completion of the spin off in September
2006. From January 2005 to the present, Mr. Mulcahy has
served as Vice Chairman of Energizer Holdings, Inc. From 2000 to
January 2005, Mr. Mulcahy served as Chief Executive Officer
of Energizer Holdings, Inc. From 1967 to 2000, Mr. Mulcahy
served in a number of management positions with Ralston Purina
Company, including as Co-Chief Executive Officer from 1997 to
1999. In addition to serving on the board of directors of
Energizer Holdings, Inc., Mr. Mulcahy also currently serves
on the board of directors of Solutia Inc.
Alice M. Peterson has served as a member of our board of
directors since August 2006. Ms. Peterson is President of
Syrus Global, a provider of ethics and compliance solutions.
Ms. Peterson served as a director of TBC Corporation, a
marketer of private branded replacement tires, from July 2005 to
November 2005, when it was acquired by Sumitomo Corporation of
America. From 1998 to August 2004, she served as a director of
Fleming Companies. From December 2000 to December 2001,
Ms. Peterson served as president and general manager of RIM
Finance, LLC, a wholly owned subsidiary of Research In Motion,
Ltd., the maker of the
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BlackBerrytm
handheld device. She previously served in executive positions at
Sears, Kraft Foods Inc. and Pepisco, Inc. Ms. Peterson is a
director of the general partner of Williams Partners L.P.
Andrew J. Schindler has served as a member of our board
of directors since the completion of the spin off in September
2006. From 1974 to 2005, Mr. Schindler served in various
management positions with R.J. Reynolds Tobacco Holdings,
Inc., including Chairman of Reynolds America Inc. from December
2004 to December 2005 and Chairman and Chief Executive Officer
from 1999 to 2004. Mr. Schindler currently serves on the
board of directors of Arvin Meritor, Inc. and Krispy Kreme
Doughnuts, Inc.
Corporate
Governance
Board
of Directors
Our board of directors has ten members. Two of the members are
also employees of our company: Mr. Chaden is our Executive
Chairman and Mr. Noll is our Chief Executive Officer. The
other eight of the members are non-employee directors. The
non-employee directors are expected to meet regularly without
any employee directors or other Hanesbrands employees present.
Prior to the spin off, our board of directors consisted of
Mr. Chaden, Mr. Noll and two representatives of Sara
Lee. Our board of directors met three times during the six
months ended December 30, 2006.
Commencing with the first annual meeting of stockholders, our
directors will be elected at the annual meeting of stockholders
and will serve until our next annual meeting of stockholders.
Our board of directors maintains three standing committees that
are comprised entirely of independent directors: the Audit
Committee, the Compensation and Benefits Committee and the
Governance and Nominating Committee.
Hanesbrands has not yet had an annual meeting of stockholders.
Hanesbrands intends to encourage the members of its board of
directors to attend our annual meetings of stockholders.
Security holders may send written communications to our board of
directors or to specified individual directors by sending such
communications care of the Corporate Secretarys Office,
Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem,
North Carolina 27105. Such communications will be reviewed by
our legal department and, depending on the content, will be:
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forwarded to the addressees or distributed at the next scheduled
board meeting; or
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if they relate to financial or accounting matters, forwarded to
the Audit Committee or discussed at the next scheduled Audit
Committee meeting; or
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if they relate to the recommendation of the nomination of an
individual, forwarded to the Governance and Nominating Committee
or discussed at the next scheduled Governance and Nominating
Committee meeting; or
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if they relate to the operations of Hanesbrands, forwarded to
the appropriate officers of Hanesbrands, and the response or
other handling reported to the board at the next scheduled board
meeting.
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Audit
Committee
The Audit Committee, which has been established in accordance
with section 3(a)(58)(A) of the Exchange Act, currently is
comprised of Mr. Griffin, Mr. Mulcahy and
Ms. Peterson; Ms. Peterson is its chair. Each of the
members of our Audit Committee is financially literate, as
required under applicable New York Stock Exchange listing
standards. In addition, the board of directors has determined
that each of Ms. Peterson and Mr. Mulcahy possesses
the experience and qualifications required of an audit
committee financial expert as defined by the SEC, and is
independent, as that term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Exchange Act.
The Audit Committee is responsible for oversight on matters
relating to corporate accounting and financial matters and our
financial reporting and disclosure practices. In addition, the
Audit Committee is responsible for reviewing our audited
financial statements with management and the independent
registered
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public accounting firm, recommending whether our audited
financial statements should be included in our
Form 10-K
and preparing a report to stockholders to be included in our
annual proxy statement.
The Audit Committee operates under a written charter adopted by
the board of directors, which sets forth the responsibilities
and powers delegated by the board to the Audit Committee. A copy
of the Audit Committee charter is available in the
Investors section of our website,
www.hanesbrands.com.
Compensation
and Benefits Committee
The Compensation and Benefits Committee currently is comprised
of Mr. Cockrell, Mr. Coker, Mr. Johnson and
Mr. Schindler; Mr. Coker is its chair. The
responsibilities of the Compensation and Benefits Committee
include establishing and overseeing overall compensation
programs and salaries for key executives, evaluating the
performance of key executives including the Chief Executive
Officer and also reviewing and approving their salaries and
approving and overseeing the administration of our incentive
plans. The Compensation and Benefits Committee is also
responsible for reviewing and approving employee benefit plans
applicable to our key executives, recommending whether our
compensation discussion and analysis should be included in our
Form 10-K
and annually preparing a report to stockholders.
The Compensation and Benefits Committee operates under a written
charter adopted by the board of directors, which sets forth the
responsibilities and powers of the Compensation and Benefits
Committee. This charter may be found on our website,
www.hanesbrands.com.
Governance
and Nominating Committee
The Governance and Nominating Committee currently is comprised
of Mr. Cockrell, Mr. Coker, Mr. Johnson and
Mr. Schindler; Mr. Johnson is its chair. The
responsibilities of the Governance and Nominating Committee
include assisting the board of directors in identifying
individuals qualified to become board members and recommending
to the board the nominees for election as directors at the next
annual meeting of stockholders. The Governance and Nominating
Committee also is responsible for assisting the board in
determining the compensation of the board and its committees, in
monitoring a process to assess board effectiveness, in
developing and implementing our Corporate Governance Guidelines
and in overseeing the evaluation of the board of directors and
management.
The Governance and Nominating Committee will identify nominees
for director positions from various sources. In assessing
potential director nominees, the Governance and Nominating
Committee will consider individuals who have demonstrated
exceptional ability and judgment and who will be most effective,
in conjunction with the other nominees and board members, in
collectively serving interests of the stockholders. The
Governance and Nominating Committee also will consider any
potential conflicts of interest. All director nominees must
possess a reputation for the highest personal and professional
ethics, integrity and values. In addition, nominees must also be
willing to devote sufficient time and effort in carrying out
their duties and responsibilities effectively, and should be
committed to serve on the board for an extended period of time.
The Governance and Nominating Committee operates under a written
charter adopted by the board of directors, which sets forth the
responsibilities and powers of the Governance and Nominating
Committee. This charter may be found on our website,
www.hanesbrands.com.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more
than ten percent of a registered class of our equity securities,
to file reports of ownership and changes in ownership of these
securities with the SEC. Officers, directors and greater than
ten percent beneficial owners are required by applicable
regulations to furnish us with copies of all Section 16(a)
forms they file. Based solely upon a review of the forms
furnished to us during or with respect to the six months ended
December 30, 2006, all of our directors and officers
subject to the reporting requirements and each beneficial owner
of more than ten percent of our common stock satisfied all
applicable filing requirements under Section 16(a).
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Code of
Ethics
A copy of our Global Business Standards, which serves as our
code of ethics, is available in the Investors
section of our website. Our Global Business Standards apply to
all directors and employees of our company and its subsidiaries.
Any waiver of applicable requirements in the Global Business
Standards that is granted to any of our directors, to our
principal executive officer, to any of our senior financial
officers (including our principal financial officer, principal
accounting officer or controller) or to any other person who is
an executive officer of Hanesbrands requires the approval of the
Audit Committee and waivers will be disclosed on our website,
www.hanesbrands.com in the Investors section, or in
a Current Report on
Form 8-K.
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Item 11.
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Executive
Compensation
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Compensation
Discussion and Analysis
This compensation discussion and analysis section is intended to
provide information about our compensation objectives and
policies for our principal executive officer, our principal
financial officer and our three other most highly compensated
executive officers (we refer to these officers as our
named executive officers) that will place in context
the information contained in the tables that follow this
discussion. This section is organized as follows:
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Introduction. This section provides a brief introduction
to our Compensation and Benefits Committee and our compensation
consultant and information about the participation of our
executives in establishing compensation.
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Objectives of Our Compensation Program. In this section,
we describe our compensation philosophy, the benchmarking
activities we have undertaken and information about our standard
compensation policies.
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Elements of Compensation. This section includes a
description of the types of compensation payable to our
executive officers both while they are employed by our company
and on a post-termination basis, why we have chosen to pay each
of these types of compensation and how we determine the specific
amounts of compensation payable to our executive officers.
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Share Ownership and Retention Guidelines. This section
includes a description of the share ownership and retention
guidelines applicable to our named executive officers.
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Impact of Regulatory Requirements. This section discusses
the impact of Section 162(m) of the Internal Revenue Code
of 1986, as amended, or the Internal Revenue Code,
and various other regulatory requirements that impact decisions
regarding our executive compensation.
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Introduction
We were a wholly-owned subsidiary of Sara Lee until
September 5, 2006, the date of our spin off from Sara Lee.
Prior to the spin off, our executive officers were employees of
Sara Lee and their compensation was determined by the
Compensation and Benefits Committee of the board of directors of
Sara Lee, or the Sara Lee Compensation
Committee. In connection with the spin off, our board of
directors formed a Compensation and Benefits Committee, which
currently is comprised of Mr. Cockrell, Mr. Coker,
Mr. Johnson and Mr. Schindler, with Mr. Coker
serving as its chair. Our board of directors determined that
each of these directors is a non-employee director within the
meaning of Section 16 of the Exchange Act, an outside
director within the meaning of Section 162(m) of the
Internal Revenue Code and an independent director under
applicable New York Stock Exchange listing standards.
The Compensation and Benefits Committee has the authority to
retain an outside independent executive compensation consultant
to assist in the evaluation of executive officer compensation
and in order to ensure the objectivity and appropriateness of
the actions of the Compensation and Benefits Committee. The
Compensation and Benefits Committee has the sole authority to
retain, at our expense, and terminate any such consultant,
including sole authority to approve such consultants fees
and other retention terms. Our
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compensation consultant, Frederic W. Cook & Co.,
assists in the development of compensation programs for our
executive officers and our non-employee directors by providing
relevant market trend data, regulatory oversight and corporate
governance guidance. As part of the Cook firms engagement,
our management also has access to its services in developing
information to assist the Compensation and Benefits Committee in
fulfilling its responsibilities.
At the direction of the Compensation and Benefits Committee, our
management has worked with the Cook firm to develop information
about the compensation of our executive officers for the
Compensation and Benefits Committee to use in making decisions
about executive compensation. Members of management and a
representative of the Cook firm have attended all meetings of
the Compensation and Benefits Committee during the six months
ended December 30, 2006. However, all decisions regarding
compensation of executive officers are made solely by the
Compensation and Benefits Committee. Executive sessions of the
Compensation and Benefits Committee were not attended by any
members of management or by any representative of the Cook firm.
Objectives
of our Compensation Programs
We are committed to providing market competitive total
compensation packages in order to attract and motivate talented
employees. We believe in pay for performance and, as described
below, we link performance to pay throughout our organization in
order to create the appropriate level of incentives. We actively
manage our compensation structures and levels to adapt to
changes in the marketplace and the continuing evolution of our
company.
Our companys goal is to create a sustainable competitive
advantage by achieving higher productivity and lower costs than
our competitors. Our compensation objectives at all compensation
levels are designed to support this goal by:
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strategically choosing favorable locations and labor markets;
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linking pay to performance to create incentives to perform;
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ensuring compensation levels and components are actively managed
according to the supply and demand of relevant markets; and
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using equity compensation to align employees long-term
interests with those of the stockholders.
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In order to accomplish these goals, we use the following
operating principles:
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adherence to the highest legal and ethical standards;
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simplicity in design, structure and process;
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transparency and clarity in communicating our compensation
programs; and
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flexibility in design, process and approach.
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The
Development of Competitive Compensation Packages
As noted above, one objective of our compensation program is to
attract and motivate highly qualified and talented employees
through compensation packages that are appropriately competitive
with compensation packages offered by other companies in the
apparel and consumer products industries. To determine what
constitutes a competitive compensation package, the
Compensation and Benefits Committee generally targets total
compensation, cash compensation and long-term incentive
compensation, as well as the allocation among those elements of
compensation, for named executive officers at benchmarks
determined by median market rates of selected comparable
companies. For these purposes, the Compensation and Benefits
Committee determines market rates by considering two
sources: Peer Benchmark Companies and Validation Benchmark
Companies, which we refer to collectively as the Benchmark
Companies.
Peer Benchmark Companies. With the assistance of the Cook
firm, we have selected eight apparel companies as our primary
benchmarks, which we refer to collectively as the Peer
Benchmark Companies:
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VF Corp., Jones Apparel Group Inc., Liz Claiborne Inc.,
Quiksilver Inc., Phillips-Van Heusen Corp., Kellwood Inc.,
Warnaco Group Inc. and Carters Inc. The Peer Benchmark
Companies were selected consistent with best practices based on
industry classification and revenue size.
Validation Benchmark Companies. Because we identified a
limited number of apparel companies we believed to be
appropriate as Peer Benchmark Companies, we selected for
purposes of validation an additional 12 companies with
revenue sizes similar to ours from the consumer durables and
apparel, food and beverage and household and personal product
groups, which we refer to collectively as the Validation
Benchmark Companies: Fortune Brands Inc., Black &
Decker Corp., Newell Rubbermaid Inc., Brunswick Corp.,
Hormel Foods Corp., Mattel Inc., Hershey Co., Clorox Co.,
Jarden Corp., Stanley Works, Hasbro Inc. and Del Monte Foods Inc.
To illustrate our use of benchmarks, consider our equity
compensation policies. In making decisions regarding our equity
compensation policies, we consider potential
dilution (the number of shares used and available for
equity incentives as a percentage of fully diluted shares
outstanding). We selected a number of shares to be made
available for issuance under Hanesbrands Inc. Omnibus Incentive
Plan of 2006, or the Omnibus Incentive Plan, to
result in potential dilution consistent with the median for the
Benchmark Companies.
In addition to using benchmark data when making equity grants,
we also use this data when determining base salary levels as
discussed below.
Linking
Compensation to Performance
Our compensation program also seeks to link the compensation we
pay to our named executive officers to their performance. We
pursue this goal primarily through two elements of our
compensation package: equity compensation and non-equity based
compensation. Consistent with our operating policy of linking
compensation to performance, we generally provide only limited
perquisites to our named executive officers. In this respect, we
have eliminated or reduced many of the perquisites and similar
benefits that had been available to our executive officers prior
to the spin off. For example, we no longer pay country club fees
or provide financial advisory services. As another example, our
executives at the level of vice president and above were
previously provided with a company automobile for their use,
with most of the cost associated with the automobile being paid
by us. We have recently reduced the benefits under this program
by providing an automobile allowance program rather than an
automobile. The automobile allowance program consists of a
payment to our executives of an amount equal to 4% of their base
salary. We believe that these actions further reinforce a
linkage between compensation and performance.
Aligning
the Interests of our Named Executive Officers with
Stockholders
Our compensation program also seeks to align the interests of
our named executive officers with those of our stockholders,
which we accomplish through the equity compensation element of
our compensation package. We have a policy pursuant to which a
greater portion of the compensation paid to our named executive
officers is comprised of long-term incentive compensation as
compared to our other executives. To align the interests of our
named executive officers with the long-term interests of our
stockholders, we pay named executive officers a mix of stock
options and restricted stock units that vest over time.
In addition to the equity compensation element of our
compensation package, we will in 2007 have an annual incentive
program with payouts tied to the achievement of key financial
and operating metrics. Finally, to further align the interests
of employees with the interests of our stockholders and
strengthen the link between amounts earned and our
companys performance, under the Omnibus Incentive Plan the
Compensation and Benefits Committee may make retroactive
adjustments to, and the executive officer would be required to
reimburse us for, any cash or equity based incentive
compensation paid to the executive officer where such
compensation was predicated upon achieving certain financial
results that were substantially the subject of a restatement,
and as a result of the restatement it is determined that the
executive officer otherwise would not have been paid such
compensation, regardless of whether or not the restatement
resulted from the executive officers misconduct.
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Elements
of Compensation
The Compensation and Benefits Committee has undertaken a
comprehensive review of the compensation arrangements for
executive officers that were put in place prior to the spin off.
Although the Compensation and Benefits Committee has made some
minor changes to the arrangements that were in existence at the
time of the spin off, no significant changes have been made to
such arrangements. The compensation of our executives is
comprised of the following components:
Base
Salary
The base salaries for our named executive officers were
determined based on the scope of their responsibilities, taking
into account competitive market compensation paid by other
companies for similar positions. Generally, we believe that
executive base salaries should be targeted near the median of
the range of salaries for executives in similar positions and
with similar responsibilities at the Benchmark Companies. Base
salaries will be reviewed annually, and adjusted from time to
time to reflect individual responsibilities, performance and
experience, as well as market compensation levels.
As discussed below, in January 2007, the Compensation and
Benefits Committee, following a review of total compensation
opportunities for Hanesbrands executive officers and a
comparison of such opportunities to those available to executive
officers of the companies in Hanesbrands benchmarking
group, determined to increase the equity compensation component
of the total compensation opportunity of Richard A. Noll, our
Chief Executive Officer. The annual base salaries of
Hanesbrands executive officers remain unchanged, except
that Joan P. McReynolds annual base salary was increased
from $275,000 to $300,000 and Joia M. Johnsons base
salary was set at $330,000.
Annual
Bonus
Bonus compensation pursuant to the Hanesbrands Inc. Performance
Based Annual Incentive Plan, or the AIP, is designed
to incent performance based on objective performance measures.
Bonus opportunities exist at a target level, which for 2007
ranges from 85% to 150% of salary for our executive officers
(including our named executive officers), and a maximum level,
which for 2007 ranges from 128% to 225% of salary for these
officers. Annual targets under the AIP are linked to our
long-term financial targets. These targets are balanced with
shorter term key performance indicators that are expected to
change from year to year.
For 2007, the components that will be used to determine bonus
amounts under the AIP are net operating profit after taxes,
sales growth and key performance indicators. For each
participant in the AIP, including the named executive officers,
each of these three components is weighted from 0% to 80%. For
example, if sales growth is assigned a weight of 20% for a named
executive officer or other employee eligible to participate in
the AIP, that employee will be eligible to receive 20% of their
target bonus if sales increase by 2% over sales for the twelve
months ended December 30, 2006, and will be eligible to
receive 20% of their maximum bonus if sales increase by 4% over
such prior period sales. We define net operating profit after
taxes as operating profit, excluding certain actions, multiplied
by one minus our tax rate for the period. We disclose our
operating profit, excluding actions when we release our earnings
information for completed fiscal periods. For the
six months ended December 30, 2006, net operating
profit after taxes excluded plant closings, spin off and related
charges included in selling, general and administrative expenses
and gain on curtailment of postretirement benefits. Key
performance indicators for 2007 are workforce diversity, product
quality, customer service and inventory management.
For the six months ended December 30, 2006, the
Compensation and Benefits Committee determined to pay bonuses
pursuant to the AIP at 97% of the target level established for
an employee pursuant to the AIP, which target levels for our
executive officers ranged from 85% to 150%. The Compensation and
Benefits Committee made this determination based on the fact
that the change in our fiscal year end to the Saturday closest
to December 31 would create a transition period beginning
on July 2, 2006 and ending on December 30, 2006,
during which our company would be independent from Sara Lee for
less than four months. In making this determination, the
Compensation and Benefits Committee considered that payment of
bonuses at 97% of target levels results in bonus payments that
are consistent with the bonuses paid during the preceding four
years.
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Long-Term
Incentive Program
The Omnibus Incentive Plan permits the issuance of long-term
incentive awards to our employees, non-employee directors and
employees of our subsidiaries to promote the interests of our
company and our stockholders. The Omnibus Incentive Plan is
designed to promote these interests by providing such employees
and eligible non-employee directors with a proprietary interest
in pursuing the long-term growth, profitability and financial
success of our company. Awards under the Omnibus Incentive Plan
may be made in the form of stock options, stock appreciation
rights, restricted stock, restricted stock units, deferred stock
units, performance shares and cash. During the six months ended
December 30, 2006, the only types of grants awarded to our
executive officers were stock options and restricted stock
units. We believe that awards of this type are consistent with
the types of awards made by the Benchmark Companies. The awards
made pursuant to the Omnibus Incentive Plan during the six
months ended December 30, 2006 are discussed below under
Discussion of Summary Compensation Table and Grants of
Plan-Based Awards Table.
Awards under the Omnibus Incentive Plan may be made subject to
the attainment of performance goals relating to one or more
business criteria within the meaning of Section 162(m) of
the Internal Revenue Code, including, but not limited to,
revenue; revenue growth; earnings before interest and taxes;
earnings before interest, taxes, depreciation and amortization;
earnings per share; operating income; pre-or after-tax income;
net operating profit after taxes; ratio of operating earnings to
capital spending; cash flow (before or after dividends); cash
flow per share (before or after dividends); net earnings; net
sales; sales growth; share price performance; return on assets
or net assets; return on equity; return on capital (including
return on total capital or return on invested capital); cash
flow return on investment; total stockholder return; improvement
in or attainment of expense levels; and improvement in or
attainment of working capital levels. Any performance criteria
selected by the Compensation and Benefits Committee may be used
to measure our performance as a whole or the performance of any
of our business units and may be measured relative to a peer
group or index. No awards to date under the Omnibus Incentive
Plan have been performance based.
In January 2007, the Compensation and Benefits Committee
determined that annual equity grants to our executive officers
and other employees eligible to receive equity awards under the
Omnibus Incentive Plan should be awarded on the second trading
day following the day on which we release our earnings
information for the prior fiscal year. Equity awards to
executive officers and other employees are generally approved as
a dollar amount, which on the grant date is converted into
restricted stock units and, in the case of certain executive
officers, options, in each case using the closing price of our
common stock on the date of grant to determine the number of
restricted stock units and options. The Compensation and
Benefits Committee believes that granting awards following the
release of earnings allows sufficient time for the market to
absorb the impact of earnings information before the trading
price of our common stock is used to determine the number of
restricted stock units and options that will be awarded, as well
as the exercise price of any options awarded.
In January 2007, the Compensation and Benefits Committee,
following a review of total compensation opportunities for
Hanesbrands executive officers and a comparison of such
opportunities to those available to executive officers of the
companies in Hanesbrands benchmarking group, determined to
increase the equity compensation component of the total
compensation opportunity of Richard A. Noll, our Chief Executive
Officer. Commencing in 2007, Mr. Noll will be awarded
restricted stock units and stock options pursuant to the Omnibus
Incentive Plan with an aggregate value equal to 575% of his
annual base salary. Mr. Noll previously received equity
compensation with a value equal to 300% of his annual base
salary. Based on the benchmarking, the Committee did not
increase the equity compensation component of the total
compensation opportunities of our other executive officers,
which remain as the following percentages of such executive
officers annual base salaries: 225%, for Lee A. Chaden;
200%, for each of E. Lee Wyatt Jr., Gerald W. Evans Jr.,
and Michael Flatow; and 150%, for each of Kevin D. Hall, Joia M.
Johnson, Joan P. McReynolds and Kevin W. Oliver.
Allocation
of Compensation Elements
In determining the total compensation opportunities for our
executive officers, we consider the total compensation
opportunities available to executive officers at the Benchmark
Companies. Once we have
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determined total compensation opportunity levels, we then
determine the portions of such compensation that should be
represented by base salary, annual bonus and long-term
compensation. After reviewing information about the allocation
among the elements of compensation at the Benchmark Companies,
the Compensation and Benefits Committee approves an allocation
among these elements for our executives which is intended to
further the objectives of our compensation policy. For our named
executed officers, the percentage of total compensation
opportunity represented by these elements ranges from 30% base
salary, 25% annual bonus and 45% long-term equity incentive
compensation to, in the case of our Chief Executive Officer, 18%
base salary, 27% annual bonus and 55% long-term equity incentive
compensation.
Other
Compensation
Our executive officers are eligible to participate in certain
employee benefits plans and arrangements offered by our company.
These include the Hanesbrands Inc. Supplemental Employee
Retirement Plan, or the SERP, the Hanesbrands Inc.
Retirement Savings Plan, or the 401(k) Plan, the
Hanesbrands Inc. Executive Deferred Compensation Plan, or the
Executive Deferred Compensation Plan, the
Hanesbrands Inc. Executive Life Insurance Program, the
Hanesbrands Inc. Executive Disability Program and the
Hanesbrands Inc. Employee Stock Purchase Plan of 2006, or the
ESPP.
In addition to these plans, the Hanesbrands Inc. Pension and
Retirement Plan, or the Pension Plan, is a defined
benefit pension plan under which benefits have been frozen since
December 31, 2005, intended to be qualified under
Section 401(a) of the Internal Revenue Code, that provides
the benefits that had accrued for any of our employees,
including our executive officers, under the Sara Lee Corporation
Consolidated Pension and Retirement Plan as of December 31,
2005. Because the Pension Plan is frozen, no additional
employees will become eligible to participate in the Pension
Plan, and existing participants in the Pension Plan will not
accrue any additional benefits after December 31, 2005. The
Pension Plan and the SERP are described below under
Post-Termination Compensation.
The 401(k) Plan. Under the 401(k) Plan, our executive
officers and generally all full-time domestic exempt and
non-exempt salaried employees may contribute a portion of their
compensation to the plan on a pre-tax basis and receive a
matching employer contribution of up to a possible maximum of 4%
of their eligible compensation. In addition, exempt and
non-exempt salaried employees are eligible to receive an
employer contribution of up to an additional 4% of their
eligible compensation. Finally, employees who are exempt or
non-exempt salaried employees and who, on January 1, 2006,
had attained age 50 and completed 10 years of service
with Sara Lee are eligible to receive a non-matching employer
contribution of 10% of their eligible compensation if they are
not eligible for the transitional credits provided in the SERP
that are described below and if they were employed by us on
December 31, 2006. None of our named executive officers
will receive this 10% contribution, because with the exception
of Mr. Wyatt they were eligible for the transitional
credits. Mr. Wyatt was not eligible for either the
transitional credits or the 10% contribution as he did not meet
the length of service requirements.
The Executive Deferred Compensation Plan. Under the
Executive Deferred Compensation Plan, a group of approximately
250 executives at the director level and above, including our
executive officers, may defer receipt of cash and equity
compensation. The amount of compensation that may be deferred is
determined in accordance with the Executive Deferred
Compensation Plan based on elections by such participant. At the
election of the executive, amounts deferred under the Executive
Deferred Compensation Plan will earn a return equivalent to the
return on an investment in an interest-bearing account earning
interest based on the Federal Reserves published rate for
five year constant maturity Treasury notes at the beginning of
the calendar year, which will be 4.68% for 2007, or be invested
in a stock equivalent account and earn a return based on our
stock price. Prior to January 1, 2007, the interest rate
payable with respect to funds invested in the interest account
was 4.775%. The amount payable to participants will be payable
either on the withdrawal date elected by the participant or upon
the occurrence of certain events as provided under the Executive
Deferred Compensation Plan. A participant may designate one or
more beneficiaries to receive any portion of the obligations
payable in the event of death, however neither participants nor
their beneficiaries may transfer any right or interest in the
Executive Deferred Compensation Plan.
80
The Hanesbrands Inc. Executive Life Insurance Program.
The Hanesbrands Inc. Executive Life Insurance Program provides
life insurance coverage during active employment for certain of
our executives at the level of vice president and above,
including our executive officers, in an amount equal to three
times their annual base salary. We also offer continuing
coverage following retirement equal to such executive
officers annual base salary immediately prior to
retirement.
The Hanesbrands Inc. Executive Disability Program. The
Hanesbrands Inc. Executive Disability Program provides
disability coverage for a group of approximately 110 employees
at the level of vice president and above, including our
executive officers. If an executive officer becomes totally
disabled, the program will provide a monthly disability benefit
equal to 1/12 of the sum of (i) 75% of the executive
officers annual base salary up to an amount not in excess
of $500,000, and (ii) 50% of the three-year average of the
executive officers annual short-term incentive bonus up to
an amount not in excess of $250,000. The maximum monthly
disability benefit is $41,667 and is reduced by any disability
benefits that an executive officer is entitled to receive under
Social Security, workers compensation, a state compulsory
disability law or another plan of Hanesbrands providing benefits
for disability.
The ESPP. We intend to implement the ESPP in 2007. The
purpose of the ESPP is to provide an opportunity for eligible
employees and eligible employees of designated subsidiaries to
purchase a limited number of shares of our common stock at a
discount through voluntary automatic payroll deductions. The
ESPP is designed to attract, retain, and reward our employees
and to strengthen the mutuality of interest between our
employees and our stockholders. Our board of directors may at
any time amend, suspend or discontinue the ESPP, subject to any
stockholder approval needed to comply with the requirements of
the SEC, the Internal Revenue Code and the rules of the New York
Stock Exchange. The aggregate number of shares of our common
stock that may be issued under the ESPP will not exceed
2,442,000 shares (subject to mandatory adjustment in the
event of a stock split, stock dividend, recapitalization,
reorganization or similar transaction). The maximum amount
eligible for purchase of shares through the ESPP by any employee
in any year will be $25,000. An employee may contribute from his
or her cash earnings through payroll deductions during an
offering period and the accumulated deductions will be applied
to the purchase of shares on the first day of the next following
offering period. The ESPP will provide for consecutive offering
periods of three months each on a schedule determined by the
Compensation and Benefits Committee. The purchase price per
share will be at least 85% of the fair market value of our
shares immediately after the end of each offering period in
which an employee participates in the plan.
Perquisites. As discussed above, we have limited the
perquisites offered to our executive officers. In this respect,
we have eliminated or reduced many of the perquisites and
similar benefits that had been available to our executive
officers prior to the spin off. For example, we no longer pay
country club fees or provide financial advisory services. As
another example, our executives at the level of vice president
and above were previously provided with a company automobile for
their use, with most of the cost associated with the automobile
being paid by us. We have recently reduced the benefits under
this program by providing an automobile allowance program rather
than an automobile. The automobile allowance program consists of
a payment to our executives of an amount equal to 4% of their
base salary. In connection with the transition from our former
automobile program, all of our executives who were participating
in the former program, including our named executive officers,
were offered the one-time opportunity to purchase the
automobiles they had been using under that program at the lesser
of book value and fair market value. If an executive purchased
an automobile for a book value that was less than the fair
market value, the difference is reflected in the Other
Compensation column of the Summary Compensation Table.
Post-Termination
Compensation
Our named executive officers are eligible to receive
post-termination compensation pursuant to the Pension Plan, our
SERP and pursuant to Severance/Change in Control Agreements, or
Severance Agreements. Each of these arrangements is
discussed below.
The Pension Plan. The Pension Plan is a defined benefit
pension plan under which benefits have been frozen since
December 31, 2005, intended to be qualified under
Section 401(a) of the Internal Revenue Code,
81
that provides the benefits that had accrued for any of our
employees, including our executive officers, under the Sara Lee
Corporation Consolidated Pension and Retirement Plan as of
December 31, 2005. Because the Pension Plan is frozen, no
additional employees will become eligible to participate in the
Pension Plan, and existing participants in the Pension Plan will
not accrue any additional benefits after December 31, 2005.
The SERP. The SERP is a nonqualified supplemental
retirement plan. Although, as described above, the 401(k) Plan
provides for employer contributions to our executive officers at
the same percent of their eligible compensation as provided for
all employees who participate in the plan, compensation and
benefit limitations imposed on the 401(k) Plan by the Internal
Revenue Code generally prevent us from making the full employer
contributions contemplated by the 401(k) Plan with respect to
any employee whose compensation exceeds a threshold set by
Internal Revenue Code provisions, which threshold is currently
$220,000. Our executive officers are among those employees whose
compensation exceeds this threshold. One of the primary purposes
of the SERP is to provide to those employees whose compensation
exceeds this threshold benefits that would be earned under the
401(k) Plan but for these limitations. The SERP also provides
benefits consisting of (i) those supplemental retirement
benefits that had been accrued under the Sara Lee Corporation
Supplemental Executive Retirement Plan as of December 31,
2005 and (ii) transitional defined contribution credits for
one to five years and ranging from 4% to 15% of eligible
compensation for certain executives. These transitional credits
are being provided to a broad group of executives in connection
with our transition from providing both a defined benefit plan
(as discussed above, the Pension Plan is frozen) and a defined
contribution plan to providing only defined contribution plans,
in order to mitigate the negative impact of that transition. The
determination of the credits to be provided to an executive was
based on the extent to which such executive was negatively
impacted by the transition, including their age and years of
service as of January 1, 2006.
Severance Agreements. In connection with our spin off
from Sara Lee, we entered into Severance Agreements with the
following executive officers: Lee A. Chaden, Richard A. Noll, E.
Lee Wyatt Jr., Gerald W. Evans Jr., Michael Flatow, Kevin
D. Hall, Joan P. McReynolds and Kevin W. Oliver. The Severance
Agreements provide our executive officers with severance
benefits upon the involuntary termination of their employment.
The Severance Agreements also contain change in control benefits
for our executive officers to help keep them focused on their
work responsibilities during the uncertainty that accompanies a
change in control, to provide benefits for a period of time
after a change in control transaction and to help us attract and
retain key talent. Generally, the agreements provide for
severance pay and continuation of certain benefits if the
executive officers employment is terminated involuntarily
(for a reason other than cause as defined in the
agreement) within two years following a change in control, or
within three months prior to a change in control. The definition
of involuntary termination under the Severance
Agreements includes a voluntary termination by the executive
officer following a change in control for good
reason. Compensation that could potentially be paid to our
named executive officers pursuant to the Severance Agreements is
described below in Potential Payments upon
Termination or Change in Control. Each agreement is
effective for an unlimited term, unless we give at least
18 months prior written notice that the agreement will not
be renewed. In addition, if a change in control (as defined in
the Severance Agreements) occurs during the term of the
agreement, the agreement will automatically continue for two
years after the end of the month in which the change in control
occurs.
Share
Ownership and Retention Guidelines
We believe that our executives should have a significant equity
interest in Hanesbrands. In order to promote such equity
ownership and further align the interests of our executives with
our stockholders, we adopted share retention and ownership
guidelines for our key executives. The stock ownership
requirements vary based upon the executives level and
range from a minimum of one times the executives base
salary (two times the executives base salary in the case
of executive officers) to a maximum of four times the
executives base salary, in the case of the Chief Executive
Officer. The Compensation and Benefits Committee reviewed these
guidelines during the six months ended December 30, 2006
and did not effect any changes.
Our key executives have a substantial portion of their incentive
compensation paid in the form of our common stock. In addition
to shares directly held by a key executive, shares held for such
executive in the ESPP, the 401(k) Plan and the Executive
Deferred Compensation Plan (including hypothetical share
equivalents held in that plan) will be counted for purposes of
determining whether the ownership requirements
82
are met. Until the stock ownership guidelines are met, an
executive is required to retain 50% of any shares received (on a
net after tax basis) under our equity-based compensation plans.
Under our insider trading policy, no director or employee of
Hanesbrands is permitted to engage in short sales or
sales against the box or trade in puts, calls or
other options on our securities. The purpose of this prohibition
is to avoid the appearance that any Hanesbrands director,
officer or employee is trading on inside information.
Impact
of Regulatory Requirements
The Internal Revenue Code contains a provision that limits the
tax deductibility of certain compensation paid to named
executive officers. This provision disallows the deductibility
of certain compensation in excess of $1.0 million per year
unless it is considered performance-based compensation under the
Internal Revenue Code. We have adopted policies and practices
designed to ensure the maximum tax deduction possible under
Section 162(m) of the Internal Revenue Code of our annual
bonus payments and stock option awards. However, we may forgo
any or all of the tax deduction if we believe it to be in the
best long-term interests of our stockholders. Although most
compensation paid to our named executive officers for the six
months ended December 30, 2006 is expected to be tax
deductible, we expect that approximately $60,000 and $560,000 of
the compensation payable to Mr. Noll and Mr. Chaden,
respectively, will not be deductible.
In making decisions about executive compensation, we also
consider the impact of other regulatory provisions, including
the provisions of Section 409A of the Internal Revenue Code
regarding non-qualified deferred compensation, the golden
parachute provisions of Section 280G of the Internal
Revenue Code. For example, we generally have structured the
Severance Agreements to avoid the application of the
golden parachute provisions of Section 409A of
the Internal Revenue Code. In making decisions about executive
compensation, we also consider how various elements of
compensation will impact our financial results. For example, we
consider the impact of Statement of Financial Accounting
Standards No. 123(R), Share-Based Payment,
which requires us to recognize the cost of employee services
received in exchange for awards of equity instruments based upon
the grant date fair value of those awards.
83
Summary
of Compensation
The following table sets forth certain information with respect
to compensation for the six months ended December 30, 2006
earned by or paid to our named executive officers. Because the
period covered by this
Form 10-K
is six months, the compensation reflected herein does not
reflect the compensation that would have been earned by our
named executive officers during a typical fiscal year consisting
of 52 or 53 weeks.
Summary
Compensation Table
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Deferred
|
|
|
|
|
|
|
|
Name and
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
All Other
|
|
|
Total
|
|
Principal Position
|
|
Year
|
|
($)(1)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(2)
|
|
|
Earnings(3)
|
|
|
Compensation(4)
|
|
|
Compensation
|
|
|
Richard A. Noll
|
|
Six months ended
|
|
$
|
400,000
|
|
|
$
|
636,203
|
|
|
$
|
508,415
|
|
|
$
|
993,412
|
|
|
$
|
26,477
|
|
|
$
|
464,980
|
|
|
$
|
3,029,488
|
|
Chief Executive Officer
|
|
December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Lee Wyatt Jr
|
|
Six months ended
|
|
|
275,000
|
|
|
|
266,750
|
|
|
|
603,869
|
|
|
|
205,187
|
|
|
|
|
|
|
|
159,046
|
|
|
|
1,509,852
|
|
Executive Vice President, Chief
Financial Officer
|
|
December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee A. Chaden
|
|
Six months ended
|
|
|
329,600
|
|
|
|
479,568
|
|
|
|
1,241,602
|
(5)
|
|
|
1,241,603
|
(5)
|
|
|
|
(6)
|
|
|
430,112
|
|
|
|
3,722,485
|
|
Executive Chairman
|
|
December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald W. Evans Jr.
|
|
Six months ended
|
|
|
212,500
|
|
|
|
206,125
|
|
|
|
170,753
|
|
|
|
476,961
|
|
|
|
16,164
|
|
|
|
178,700
|
|
|
|
1,261,202
|
|
Executive Vice President, Chief
Supply Chain Officer
|
|
December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Flatow
|
|
Six months ended
|
|
|
212,500
|
|
|
|
206,125
|
|
|
|
170,753
|
|
|
|
201,728
|
|
|
|
42,118
|
|
|
|
193,508
|
|
|
|
1,026,732
|
|
Executive Vice President, General
Manager, Wholesale Americas
|
|
December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts shown include deferrals to the 401(k) Plan and the
Executive Deferred Compensation Plan. |
|
(2) |
|
The dollar values shown reflect the compensation cost of the
awards, before reflecting forfeitures, over the requisite
service period, as described in FAS 123R. The assumptions
we used in valuing these awards are described in Note 3,
Stock-Based Compensation, to our Combined and
Consolidated Financial Statements included in this
Form 10-K. |
|
(3) |
|
Neither the Executive Deferred Compensation Plan nor the SERP
provide for above-market or preferential earnings as
defined in applicable SEC rules. Increases in pension values are
determined for the period July 2, 2006 to December 30,
2006; because the defined benefit arrangements are frozen, the
values shown in this column represent solely the increase in the
actuarial value of pension benefits previously accrued as of
December 31, 2005. |
|
(4) |
|
Amounts reported in the Other Compensation column
include the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Gross
|
|
|
|
|
|
|
Personal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon
|
|
|
|
|
|
|
Use of
|
|
|
Imputed
|
|
|
|
|
|
|
|
|
Contribu-
|
|
|
|
|
|
Personal
|
|
|
|
|
|
|
Company
|
|
|
Income on
|
|
|
Imputed
|
|
|
Life
|
|
|
tions to
|
|
|
Contribu-
|
|
|
Use of
|
|
|
|
|
|
|
Auto-
|
|
|
Automobile
|
|
|
Reloca-
|
|
|
Insurance
|
|
|
401(k)
|
|
|
tions to
|
|
|
Company
|
|
|
Miscella-
|
|
|
|
mobile(A)
|
|
|
Purchase(B)
|
|
|
tion Costs
|
|
|
Premiums(C)
|
|
|
Plan(D)
|
|
|
SERP(E)
|
|
|
Aircraft
|
|
|
neous(F)
|
|
|
Richard A. Noll
|
|
$
|
10,592
|
|
|
$
|
31,599
|
|
|
$
|
|
|
|
$
|
25,606
|
|
|
$
|
8,800
|
|
|
$
|
383,626
|
|
|
$
|
625
|
|
|
$
|
4,133
|
|
E. Lee Wyatt Jr.
|
|
|
11,468
|
|
|
|
16,113
|
|
|
|
16,811
|
|
|
|
33,372
|
|
|
|
9,133
|
|
|
|
70,811
|
|
|
|
|
|
|
|
1,337
|
|
Lee A. Chaden
|
|
|
8,101
|
|
|
|
12,272
|
|
|
|
|
|
|
|
18,547
|
|
|
|
8,800
|
|
|
|
377,509
|
|
|
|
625
|
|
|
|
4,258
|
|
Gerald W. Evans Jr.
|
|
|
7,228
|
|
|
|
4,896
|
|
|
|
|
|
|
|
7,552
|
|
|
|
10,390
|
|
|
|
148,278
|
|
|
|
|
|
|
|
356
|
|
Michael Flatow
|
|
|
4,971
|
|
|
|
8,900
|
|
|
|
|
|
|
|
6,527
|
|
|
|
10,379
|
|
|
|
161,038
|
|
|
|
|
|
|
|
1,694
|
|
|
|
|
(A) |
|
Represents the cost to us of providing a company automobile for
the use of the named executive officer, as well as the imputed
cost of the executives personal use of the automobile. |
84
|
|
|
(B) |
|
Represents the difference between the fair market value and the
book value of an automobile purchased by the named executive
officer, if the automobile was purchased for a book value that
was less than the fair market value. In connection with the
transition from our former automobile program, all of our
executives who were participating in the former program,
including our named executive officers, were offered the
one-time opportunity to purchase the automobiles they had been
using under that program at the lesser of book value and fair
market value. |
|
(C) |
|
Represents the premiums paid by us for an insurance policy on
the life of the executive officer. |
|
(D) |
|
Represents our contribution to the 401(k) Plan during the six
months ended December 30, 2006. Under the 401(k) Plan, our
employees may contribute a portion of their compensation to the
plan on a pre-tax basis and receive a matching employer
contribution of up to a possible maximum of 4% of their eligible
compensation. In addition, exempt and non-exempt salaried
employees are eligible to receive an employer contribution of up
to an additional 4% of their eligible compensation. |
|
(E) |
|
Represents our contribution to the SERP during the six months
ended December 30, 2006. One of the primary purposes of the
SERP is to provide to those employees whose compensation exceeds
a threshold established by the Internal Revenue Code benefits
that would be earned under the 401(k) Plan but for these
limitations. The SERP also provides benefits consisting of
(i) those supplemental retirement benefits that had been
accrued under the Sara Lee Corporation Supplemental Executive
Retirement Plan as of December 31, 2005 and
(ii) transitional defined contribution credits for one to
five years and ranging from 4% to 15% of eligible compensation
for certain executives, which transition credits were in the
amount of $240,735 for Mr. Noll, $0 for Mr. Wyatt,
$257,680 for Mr. Chaden, $99,527 for Mr. Evans and
$116,503 for Mr. Flatow during the six months ended
December 30, 2006. These transitional credits are being
provided to a broad group of executives in connection with our
transition from providing both a defined benefit plan and a
defined contribution plan to providing only defined contribution
plans, in order to mitigate the negative impact of that
transition. The credits will be provided for up to five years,
and range from 4% to 15% of eligible compensation. The
determination of the credits to be provided to an executive was
based on the extent to which such executive was negatively
impacted by the transition, including their age and years of
service as of January 1, 2006. |
|
(F) |
|
Includes financial advisory services (Mr. Noll and
Mr. Chaden), personal use of company aircraft
(Mr. Noll and Mr. Chaden), reimbursement of commercial
airfare for travel by the officers spouse (Mr. Wyatt,
Mr. Chaden, Mr. Evans, and Mr. Flatow), country
club dues (Mr. Chaden and Mr. Flatow) and airline club
dues (Mr. Chaden and Mr. Flatow). Although we have
eliminated financial advisory services and country club dues as
perquisites, Sara Lee offered such services to our executives
during the portion of the six months ended December 30,
2006 prior to the spin off on September 5, 2006. |
|
|
|
(5) |
|
Because Mr. Chaden is eligible for retirement status, the
value of the restricted stock units and stock options awarded to
him during the six months ended December 30, 2006 are
reported in full (rather than recognized over the vesting period
as is the case for other executives). |
|
(6) |
|
The value of the pension benefits previously accrued by
Mr. Chaden decreased by $6,173. |
85
Grants of
Plan-Based Awards
The following table sets forth certain information with respect
to grants of plan-based awards for the six months ended
December 30, 2006 to the named executive officers.
Grants of
Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Stock
|
|
|
Awards: Number
|
|
|
Exercise or
|
|
|
Grant Date Fair
|
|
|
|
|
|
|
Awards: Number of
|
|
|
of Securities
|
|
|
Base Price of
|
|
|
Value of Stock
|
|
|
|
|
|
|
Shares of Stock
|
|
|
Underlying
|
|
|
Option
|
|
|
and Option
|
|
Name
|
|
Grant Date
|
|
|
or Units
|
|
|
Options (#)
|
|
|
Awards ($/Sh)
|
|
|
Awards(1)
|
|
|
Richard A. Noll
|
|
|
9/26/2006
|
(2)
|
|
|
38,742
|
|
|
|
121,382
|
|
|
|
22.37
|
|
|
|
1,733,326
|
|
|
|
|
9/26/2006
|
(3)
|
|
|
53,643
|
|
|
|
162,602
|
|
|
|
22.37
|
|
|
|
2,399,997
|
|
|
|
|
9/26/2006
|
(4)
|
|
|
67,054
|
|
|
|
203,252
|
|
|
|
22.37
|
|
|
|
2,999,998
|
|
|
|
|
9/26/2006
|
(5)
|
|
|
|
|
|
|
71,011
|
|
|
|
22.37
|
|
|
|
375,648
|
|
E. Lee Wyatt Jr.
|
|
|
9/26/2006
|
(2)
|
|
|
24,586
|
|
|
|
77,031
|
|
|
|
22.37
|
|
|
|
1,099,990
|
|
|
|
|
9/26/2006
|
(3)
|
|
|
24,586
|
|
|
|
74,526
|
|
|
|
22.37
|
|
|
|
1,099,991
|
|
|
|
|
9/26/2006
|
(6)
|
|
|
89,405
|
|
|
|
|
|
|
|
22.37
|
|
|
|
1,999,990
|
|
Lee A. Chaden
|
|
|
9/26/2006
|
(3)
|
|
|
33,152
|
|
|
|
100,488
|
|
|
|
22.37
|
|
|
|
1,483,212
|
|
|
|
|
9/26/2006
|
(4)
|
|
|
22,351
|
|
|
|
67,751
|
|
|
|
22.37
|
|
|
|
999,994
|
|
Gerald W. Evans Jr.
|
|
|
9/26/2006
|
(2)
|
|
|
13,721
|
|
|
|
42,989
|
|
|
|
22.37
|
|
|
|
613,880
|
|
|
|
|
9/26/2006
|
(3)
|
|
|
18,999
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
850,007
|
|
|
|
|
9/26/2006
|
(4)
|
|
|
18,999
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
850,007
|
|
|
|
|
9/26/2006
|
(5)
|
|
|
|
|
|
|
52,029
|
|
|
|
22.37
|
|
|
|
275,233
|
|
Michael Flatow
|
|
|
9/26/2006
|
(2)
|
|
|
13,721
|
|
|
|
42,989
|
|
|
|
22.37
|
|
|
|
613,880
|
|
|
|
|
9/26/2006
|
(3)
|
|
|
18,999
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
850,007
|
|
|
|
|
9/26/2006
|
(4)
|
|
|
18,999
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
850,007
|
|
|
|
|
(1) |
|
The dollar values shown reflect the full compensation cost of
the awards as described in FAS 123R. |
|
(2) |
|
In anticipation of our spin off from Sara Lee, our employees
generally received only a partial award of Sara Lee equity for
the fiscal year ended July 1, 2006 in August 2005. This
award represents the remaining portion of the awards. The value
of this award was split evenly between stock options and RSUs.
The stock options vest ratably on August 31, 2007 and
August 31, 2008 and expire on the seventh anniversary of
the date of grant. The exercise price of the stock options is
100% of the fair market value of our common stock on the date of
grant. The RSUs vest ratably on August 31, 2007 and
August 31, 2008. See Fiscal 2006 Awards for a
discussion of these awards. |
|
(3) |
|
This award represents the annual award for calendar year 2006.
The value of this award was split evenly between stock options
and RSUs. The stock options vest ratably on the first, second
and third anniversaries of the date of grant and expire on the
seventh anniversary of the date of grant. The exercise price of
the stock options is 100% of the fair market value of our common
stock on the date of grant. The RSUs vest ratably on the first,
second and third anniversaries of the date of grant. See
2006 Annual Awards for a discussion of these awards. |
|
(4) |
|
This award was granted in connection with the completion of the
spin off. The value of this award was split evenly between stock
options and RSUs. The stock options vest ratably on the first,
second and third anniversaries of the date of grant and expire
on the seventh anniversary of the date of grant. The exercise
price of the stock options is 100% of the fair market value of
our common stock on the date of grant. The RSUs vest on the
third anniversary of the date of grant. See Other
Awards for a discussion of these awards. |
|
(5) |
|
Most Sara Lee stock options granted prior to August 2006 had a
shortened exercise period as a result of employees terminating
employment with the Sara Lee controlled group due to the spin
off. This award represents stock options awarded to our
employees who were active at the time of the spin off and not of
retirement age to replace this lost value. The stock options
were exercisable on the date of grant and expire on the fifth
anniversary of the date of grant. The exercise price of the
stock options is 100% of the |
86
|
|
|
|
|
fair market value of our common stock on the date of grant. See
Sara Lee Option Replacement Awards for a discussion
of these awards. |
|
(6) |
|
This award was granted in connection with the completion of the
spin off. This award consists entirely of RSUs which vest
ratably on the first and second anniversaries of the date of
grant. |
Discussion
of Summary Compensation Table and Grant of Plan-Based Awards
Table
The base salaries for our named executive officers in the six
months ended December 30, 2006 were determined based on the
scope of their responsibilities, taking into account competitive
market compensation paid by other companies for similar
positions, taking into account the fact that we expected the
spin off to occur. For the six months ended December 30,
2006, the Compensation and Benefits Committee determined to pay
bonuses pursuant to the AIP at 97% of the target level
established for an employee pursuant to the AIP, which for our
executive officers ranged from 85% to 150%. The Compensation and
Benefits Committee made this determination based on the fact
that the change in our fiscal year end to the Saturday closest
to December 31 would create a transition period beginning
on July 2, 2006 and ending on December 30, 2006,
during which our company would be independent from Sara Lee for
less than four months. In making this determination, the
Compensation and Benefits Committee considered that payment of
bonuses at 97% of target levels results in bonus payments that
are consistent with the bonuses paid during the preceding four
years.
During the six months ended December 30, 2006, consistent
with the objectives of the Omnibus Incentive Plan of providing
employees with a proprietary interest in our company and
aligning employee interest with that of our stockholders, we
made awards in connection with the spin off. All of these
awards, including the date on which the awards were granted,
were approved by the Sara Lee Compensation Committee prior to
the spin off. The timing of these awards, as established prior
to the spin off, was the 15th trading date following the
completion of the spin off, which we believe was a reasonable
time period to permit the development of an orderly market for
the trading of our common stock. These awards were made as
follows:
Fiscal 2006 Awards. In anticipation of the spin off, our
employees generally received only a partial award of Sara Lee
equity for the fiscal year ended July 1, 2006 in August
2005. On September 26, 2006, we granted the remaining
portion of the award in a combination of stock options and RSUs
that will vest ratably over a two-year period to our employees.
Generally, 50% of the value of the award to our executive
officers was made in the form of stock options and 50% of the
value of the award was made in the form of RSUs. The number of
stock options granted to each recipient was determined based on
a Black-Scholes option-pricing model. The exercise price of the
stock options is 100% of the fair market value of our common
stock on the grant date. The awards made to our named executive
officers are reflected in the Summary Compensation
Table and the Grants of Plan-Based Award Table
above.
Sara Lee Option Replacement Awards. Most Sara Lee stock
options granted prior to August 2006 had a shortened exercise
period as a result of employees terminating employment with the
Sara Lee controlled group due to the spin off. On
September 26, 2006, we granted stock options to our
employees who were active at the time of the spin off and not of
retirement age to replace this lost value. We did not grant
these stock options to employees who qualified for early
retirement under the Sara Lee pension program because their Sara
Lee stock options remain exercisable until the original
expiration date. The replacement options were exercisable upon
grant at an exercise price that is equal to 100% of the fair
market value of our common stock on the date of grant. The stock
options may be exercised for five years. The number of stock
options granted to each recipient was determined based on a
Black-Scholes option-pricing model calculation of the lost value
of the Sara Lee stock options, which determination was made as
of September 5, 2006 upon the completion of the spin off.
The awards made to our named executive officers are reflected in
the Summary Compensation Table and the Grants
of Plan-Based Award Table above.
Other Awards. On September 26, 2006, we granted a
number of stock options and RSUs in connection with the
completion of the spin off. For our executive officers, the form
of these awards was generally evenly split between stock
options, which vest ratably over a three-year period, and RSUs,
which vest on the third anniversary of their grant date. The
number of stock options granted to each recipient was determined
based
87
on a Black-Scholes option-pricing model. The exercise price of
the stock options is 100% of the fair market value of our common
stock on the date of grant. The stock options generally expire
seven years after the date of grant. The awards made to our
named executive officers are reflected in the Summary
Compensation Table and the Grants of Plan-Based
Award Table above.
2006 Annual Awards. On September 26, 2006, we issued
our 2006 annual equity awards. For executive officers, the form
of these awards was split evenly between stock options and RSUs
that vest ratably over a three-year period. The number of stock
options granted to each recipient was determined based on a
Black-Scholes option-pricing model. The exercise price of the
stock options is 100% of the fair market value of our common
stock on the grant date. The awards made to our named executive
officers are reflected in the Summary Compensation
Table and the Grants of Plan-Based Award Table
above.
88
Outstanding
Equity Awards
The following table sets forth certain information with respect
to outstanding equity awards at December 30, 2006 with
respect to the named executive officers.
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Award
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market Value of
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
Name
|
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
|
Date)
|
|
|
Vested (#)
|
|
|
Vested ($)(1)
|
|
|
Richard A. Noll
|
|
|
(2
|
)
|
|
|
|
|
|
|
121,382
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
38,742
|
|
|
|
915,086
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
162,602
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
53,643
|
|
|
|
1,267,048
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
203,252
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
67,054
|
|
|
|
1,583,815
|
|
|
|
|
(5
|
)
|
|
|
71,011
|
|
|
|
|
|
|
|
22.37
|
|
|
|
9/26/2011
|
|
|
|
|
|
|
|
|
|
E. Lee Wyatt Jr.
|
|
|
(2
|
)
|
|
|
|
|
|
|
77,031
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
24,586
|
|
|
|
580,721
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
74,526
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
24,586
|
|
|
|
580,721
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,405
|
|
|
|
2,111,746
|
|
Lee A. Chaden
|
|
|
(3
|
)
|
|
|
|
|
|
|
100,488
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
33,152
|
|
|
|
783,050
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
67,751
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
22,351
|
|
|
|
527,931
|
|
Gerald W. Evans Jr.
|
|
|
(2
|
)
|
|
|
|
|
|
|
42,989
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
13,721
|
|
|
|
324,090
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
18,999
|
|
|
|
448,756
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
18,999
|
|
|
|
448,756
|
|
|
|
|
(5
|
)
|
|
|
52,029
|
|
|
|
|
|
|
|
22.37
|
|
|
|
9/26/2011
|
|
|
|
|
|
|
|
|
|
Michael Flatow
|
|
|
(2
|
)
|
|
|
|
|
|
|
42,989
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
13,721
|
|
|
|
324,090
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
18,999
|
|
|
|
448,756
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
57,588
|
|
|
|
22.37
|
|
|
|
9/26/2013
|
|
|
|
18,999
|
|
|
|
448,756
|
|
|
|
|
(1) |
|
Calculated by multiplying $23.62, the closing market price of
our common stock on December 29, 2006, by the number of
RSUs which have not vested. |
|
(2) |
|
These awards were granted on September 26, 2006. The stock
options vest ratably on August 31, 2007 and August 31,
2008 and expire on the seventh anniversary of the date of grant.
The exercise price of the stock options is 100% of the fair
market value of our common stock on the date of grant. The RSUs
vest ratably on August 31, 2007 and August 31, 2008. |
|
(3) |
|
These awards were granted on September 26, 2006. The stock
options vest ratably on the first, second and third
anniversaries of the date of grant and expire on the seventh
anniversary of the date of grant. The exercise price of the
stock options is 100% of the fair market value of our common
stock on the date of grant. The RSUs vest ratably on the first,
second and third anniversaries of the date of grant. |
|
(4) |
|
These awards were granted on September 26, 2006. The stock
options vest ratably on the first, second and third
anniversaries of the date of grant and expire on the seventh
anniversary of the date of grant. The exercise price of the
stock options is 100% of the fair market value of our common
stock on the date of grant. The RSUs vest on the third
anniversary of the date of grant. |
|
(5) |
|
These awards were granted on September 26, 2006. The stock
options were exercisable on the date of grant and expire on the
fifth anniversary of the date of grant. The exercise price of
the stock options is 100% of the fair market value of our common
stock on the date of grant. |
|
(6) |
|
These awards were granted on September 26, 2006. This award
was granted in connection with the completion of the spin off.
This award consists entirely of RSUs which vest ratably on the
first and second anniversaries of the date of grant. |
89
Option
Exercises and Stock Vested
The following table sets forth certain information with respect
to option and stock exercises during the six months ended
December 30, 2006 with respect to the named executive
officers.
Option
Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
Value
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Realized
|
|
|
Shares
|
|
|
Value
|
|
|
|
Acquired
|
|
|
Upon
|
|
|
Acquired on
|
|
|
Realized
|
|
|
|
on Exercise
|
|
|
Exercise
|
|
|
Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Richard A. Noll
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Lee Wyatt Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee A. Chaden
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald W. Evans Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Flatow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits
Certain of our executive officers participate in the Pension
Plan and the SERP. The Pension Plan is a frozen defined benefit
pension plan, intended to be qualified under Section 401(a)
of the Internal Revenue Code, that provides the benefits that
had accrued for our employees, including our executive officers,
under the Sara Lee Corporation Consolidated Pension and
Retirement Plan as of December 31, 2005. The SERP is an
unfunded deferred compensation plan that, in part, will provide
the nonqualified supplemental pension benefits that had accrued
for certain of our employees, including our executive officers,
under the Sara Lee Corporation Supplemental Executive Retirement
Plan with respect to benefits accrued through December 31,
2005 that could not be provided under the Sara Lee Corporation
Consolidated Pension and Retirement Plan because of various
Internal Revenue Code limitations.
Normal retirement age is age 65 for purposes of both the
Pension Plan and the SERP. The normal form of benefits under the
Pension Plan is a life annuity for single participants and a
qualified joint and survivor annuity for married participants.
The normal form of benefits under the SERP is a lump sum.
Mr. Chaden and Mr. Flatow are eligible for early
retirement under the Pension Plan and the SERP; each of which
provides that participants who have attained at least
age 55 and completed at least ten years of service are
eligible for unreduced benefits at age 62, or benefits
reduced by 5/12 of one percent thereof for each month by which
the date of commencement of such benefit precedes the first day
of the month coincident with or next following the month in
which the participant attains age 62. Approximately 1% of
the benefits payable to Mr. Flatow pursuant to the Pension
Plan are computed under a different formula pursuant to which
unreduced benefits are not available until age 65.
90
The following table sets forth certain information with respect
to the value of pension benefits accumulated by our named
executive officers, as well as pension benefits paid to them
during the six months ended December 30, 2006.
Pension
Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Present
|
|
|
Payments
|
|
|
|
|
Years
|
|
|
Value of
|
|
|
During
|
|
|
|
|
Credited
|
|
|
Accumulated
|
|
|
Last Fiscal
|
|
|
|
|
Service
|
|
|
Benefit
|
|
|
Year
|
Name
|
|
Plan Name
|
|
(#)
|
|
|
($)(1)
|
|
|
($)
|
|
Richard A. Noll
|
|
Hanesbrands Inc. Pension and
Retirement Plan
|
|
|
13.75
|
|
|
|
192,316
|
|
|
|
|
|
Hanesbrands Inc. Supplemental
Employee Retirement Plan
|
|
|
13.75
|
|
|
|
745,357
|
|
|
|
E. Lee Wyatt Jr.(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee A. Chaden(3)
|
|
Hanesbrands Inc. Pension and
Retirement Plan
|
|
|
13.50
|
|
|
|
511,439
|
|
|
|
Gerald W. Evans Jr.
|
|
Hanesbrands Inc. Pension and
Retirement Plan
|
|
|
22.50
|
|
|
|
195,245
|
|
|
|
|
|
Hanesbrands Inc. Supplemental
Employee Retirement Plan
|
|
|
22.50
|
|
|
|
378,404
|
|
|
|
Michael Flatow
|
|
Hanesbrands Inc. Pension and
Retirement Plan
|
|
|
19.17
|
|
|
|
539,704
|
|
|
|
|
|
Hanesbrands Inc. Supplemental
Employee Retirement Plan
|
|
|
19.17
|
|
|
|
941,488
|
|
|
|
|
|
|
(1) |
|
Present values are computed as of December 30, 2006 using
the FAS discount rate of 5.80% and the FAS healthy mortality
table (the sex-specific RP 2000 mortality table projected for
mortality improvement to 2015 with a white-collar adjustment).
These are the same assumptions that we use for financial
reporting purposes under generally accepted accounting
principles. The benefit is valued assuming the participant
commences the benefit as a life annuity at the earliest
unreduced age (age 65 or age 62 if eligible for
unreduced early retirement) and based upon the
participants service through December 31, 2005 (the
date on which service credits ceased). |
|
(2) |
|
Mr. Wyatt does not have any pension benefits because he was
not eligible to receive benefits prior to December 31, 2005. |
|
(3) |
|
Mr. Chaden does not have a SERP benefit because the
nonqualified benefits accrued by Mr. Chaden under Sara
Lees plan are funded with periodic payments made by Sara
Lee to trusts established on his behalf. |
91
Nonqualified
Deferred Compensation
The following table sets forth certain information with respect
to contributions to and withdrawals from nonqualified deferred
compensation plans by our named executive officers during the
six months ended December 30, 2006.
Nonqualified
Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions in
|
|
|
Contributions
|
|
|
Earnings
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
|
|
Last FY
|
|
|
in Last FY
|
|
|
in Last FY
|
|
|
Distributions
|
|
|
Last FYE
|
|
Name
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(3)(4)
|
|
|
($)
|
|
|
($)
|
|
|
Richard A. Noll
|
|
|
|
|
|
|
383,626
|
|
|
|
83,741
|
|
|
|
|
|
|
|
668,515
|
|
E. Lee Wyatt Jr.
|
|
|
228,783
|
|
|
|
70,811
|
|
|
|
55,453
|
|
|
|
|
|
|
|
481,876
|
|
Lee A. Chaden
|
|
|
|
|
|
|
377,509
|
|
|
|
132,635
|
|
|
|
|
|
|
|
828,739
|
|
Gerald W. Evans Jr.
|
|
|
|
|
|
|
148,278
|
|
|
|
229,059
|
|
|
|
197,762
|
|
|
|
2,253,145
|
|
Michael Flatow
|
|
|
|
|
|
|
161,038
|
|
|
|
42,687
|
|
|
|
|
|
|
|
306,263
|
|
|
|
|
(1) |
|
Entries include the participants deferrals of cash and
bonuses under the Executive Deferred Compensation Plan during
the six months ended December 30, 2006; all of these
amounts are included in the Summary Compensation Table in the
Salary or Bonus column as applicable.
Vested equity awards under the Omnibus Incentive Plan also are
eligible to be deferred under the Executive Deferred
Compensation Plan, but no such vested awards were deferred
during the six months ended December 30, 2006. |
|
(2) |
|
Represents our contribution to the SERP during the six months
ended December 30, 2006. One of the primary purposes of the
SERP is to provide to those employees whose compensation exceeds
a threshold established by the Internal Revenue Code benefits
that would be earned under the 401(k) Plan but for these
limitations. The SERP also provides benefits consisting of
(i) those supplemental retirement benefits that had been
accrued under the Sara Lee Corporation Supplemental Executive
Retirement Plan as of December 31, 2005 and
(ii) transitional defined contribution credits for one to
five years and ranging from 4% to 15% of eligible compensation
for certain executives, which transition credits were in the
amount of $240,735 for Mr. Noll, $0 for Mr. Wyatt,
$257,680 for Mr. Chaden, $99,527 for Mr. Evans and
$116,503 for Mr. Flatow during the six months ended
December 30, 2006. These transitional credits are being
provided to a broad group of executives in connection with our
transition from providing both a defined benefit plan and a
defined contribution plan to providing only defined contribution
plans, in order to mitigate the negative impact of that
transition. The credits will be provided for up to five years,
and range from 4% to 15% of eligible compensation. The
determination of the credits to be provided to an executive was
based on the extent to which such executive was negatively
impacted by the transition, including their age and years of
service as of January 1, 2006. All of these amounts are
included in the Summary Compensation Table in the All
Other Compensation column. |
|
(3) |
|
No portion of these earnings were included in the Summary
Compensation Table because neither the Executive Deferred
Compensation Plan nor the SERP provides for
above-market or preferential earnings as defined in
applicable SEC rules. |
|
(4) |
|
Entries include an adjustment for the one time dividend
associated with our spin off of from Sara Lee. Balances in the
plan were adjusted in the same manner as actual stockholders of
Sara Lee received a distribution of shares of our common stock
(in the ratio of one share of our common stock for every eight
shares of Sara Lee common stock). |
92
Potential
Payments upon Termination or Change in Control
The termination benefits provided to our executive officers upon
their voluntary termination of employment, or termination due to
death or total and permanent disability, do not discriminate in
scope, terms or operation in favor of our executive officers
compared to the benefits offered to all salaried employees. The
following describes the potential payments to executive officer
upon an involuntary severance or a termination of employment in
connection with a change in control. The information presented
in this section is computed assuming that the triggering event
took place on December 29, 2006, the last business day of
the six months ended December 30, 2006, and that the value
of a share of our common stock is the closing price per share of
our common stock as of December 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary Termination
|
|
|
Involuntary Termination
|
|
|
|
|
|
|
|
|
Retire-
|
|
|
For
|
|
|
Not for
|
|
|
Change
|
|
|
|
|
|
Resignation(1)
|
|
|
ment(1)
|
|
|
Cause(1)
|
|
|
Cause
|
|
|
in Control
|
|
|
Richard A. Noll
|
|
Severance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,600,000
|
(2)
|
|
$
|
6,000,000
|
(3)
|
|
|
Long-term incentive(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,374,994
|
|
|
|
Benefits and perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
(5)
|
|
|
257,210
|
(6)
|
|
|
Tax
gross-up(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,334,024
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,616,000
|
|
|
$
|
13,966,228
|
|
E. Lee Wyatt Jr.
|
|
Severance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
550,000
|
(2)
|
|
$
|
2,200,000
|
(3)
|
|
|
Long-term incentive(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,462,635
|
|
|
|
Benefits and perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
(5)
|
|
|
216,873
|
(6)
|
|
|
Tax
gross-up(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,644,906
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
566,000
|
|
|
$
|
7,524,414
|
|
Lee A. Chaden
|
|
Severance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,318,400
|
(2)
|
|
$
|
3,315,691
|
(3)
|
|
|
Long-term incentive(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,521,280
|
|
|
|
Benefits and perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
(5)
|
|
|
138,535
|
(6)
|
|
|
Tax
gross-up(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,334,400
|
|
|
$
|
4,975,506
|
|
Gerald W. Evans Jr.
|
|
Severance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
850,000
|
(2)
|
|
$
|
1,700,000
|
(3)
|
|
|
Long-term incentive(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,419,309
|
|
|
|
Benefits and perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
(5)
|
|
|
97,402
|
(6)
|
|
|
Tax
gross-up(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
866,000
|
|
|
$
|
3,216,711
|
|
Michael Flatow
|
|
Severance
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
850,000
|
(2)
|
|
$
|
1,700,000
|
(3)
|
|
|
Long-term incentive(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,419,309
|
|
|
|
Benefits and perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
(5)
|
|
|
95,372
|
(6)
|
|
|
Tax
gross-up(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
866,000
|
|
|
$
|
3,214,681
|
|
|
|
|
(1) |
|
Generally, if an executive is terminated by us for cause, or if
an officer voluntarily resigns or retires, that officer will
receive no severance benefit. |
|
(2) |
|
Generally, if an executive officers employment is
terminated by us for any reason other than for cause, or if an
executive officer terminates his or her employment at our
request, we will pay that officer benefits for a period of 12 to
24 months depending on his or her position and combined
continuous length of service with Hanesbrands and with Sara Lee.
The monthly severance benefit that we would pay to each
executive officer is based on the executive officers base
salary (and, in limited cases, determined bonus), divided by 12.
To receive these payments, the executive officer must sign an
agreement that prohibits, among other things, the executive
officer from working for our competitors, soliciting business
from our customers, attempting to hire our employees and
disclosing our confidential information. The executive officer
also must agree to release any claims against us. Payments
terminate if the terminated executive officer becomes employed
by one of our competitors. The terminated executive officer also
would receive a pro-rated payment under any incentive plans
applicable to the fiscal year in which the termination occurs
based on actual full fiscal year performance. We have not
estimated a value for these incentive |
93
|
|
|
|
|
plan payments because the officer would be entitled to such
payments if employed by us on the last day of our fiscal year,
regardless of whether termination occurred. |
|
(3) |
|
Includes both involuntary company-initiated terminations of the
named executive officers employment and terminations by
the named executive officer due to good reason as
defined in the officers Severance Agreement. The executive
receives a lump sum payment, two times (or three times in the
case of Mr. Noll) his or her cash compensation, consisting
of base salary, the greater of their current target bonus or
their average actual bonus over the prior three years and the
matching contribution to the defined contribution plan in which
the executive officer is participating (the amount of the
contribution to the defined contribution plan is reflected in
Benefits and perquisites). To receive these
payments, the executive officer must sign an agreement that
prohibits, among other things, the executive officer from
working for our competitors, soliciting business from our
customers, attempting to hire our employees and disclosing our
confidential information. The executive officer also must agree
to release any claims against us. Payments terminate if the
terminated executive officer becomes employed by one of our
competitors. The terminated officer will also receive a
pro-rated portion of his or her annual bonus for the fiscal year
in which the termination occurs based upon actual performance as
of the date of termination. We have not estimated a value for
these payments because the officer would be entitled to such
payments if employed by us on the last day of our fiscal year,
regardless of whether termination occurred. The terminated
officer will also receive a pro-rata portion of his or her
long-term cash incentive plan payment for any performance period
that is at least 50% completed prior to the executive
officers termination date and the replacement of lost
savings and retirement benefits through the SERP. We have not
estimated the value for long-term cash incentive plan payments
because we have not currently implemented such a plan. |
|
(4) |
|
Upon a change in control, as defined in the Omnibus Incentive
Plan, all outstanding awards under the Omnibus Incentive Plan,
including those to named executive officers, fully vest upon a
change in control regardless of whether a termination of
employment occurs, unless provided otherwise with respect to a
particular award under the Omnibus Incentive Plan. None of the
RSUs we have granted to date provide otherwise. All of the
options we have granted to date, however, provide that
acceleration upon a change in control will only occur if a
termination of employment also occurs. Stock options are valued
based upon the spread (i.e., the difference between
the closing price of our common stock on December 29, 2006
and the exercise price of the stock options) on all unvested
stock options; RSUs are valued based upon the number of unvested
RSUs multiplied by the closing price of our common stock on
December 29, 2006. |
|
(5) |
|
Reflects outplacement services ($16,000 for each of the named
executive officers). The terminated executive officers
eligibility to participate in our medical, dental and executive
life insurance plans would continue for the same number of
months for which he or she is receiving severance payments.
However, these continued welfare benefits are available do not
discriminate in scope, terms or operation in favor of our
executive officers compared to the involuntary termination
benefits offered to all salaried employees. The terminated
executive officers participation in all other benefit
plans would cease as of the date of termination of employment. |
|
(6) |
|
Reflects health and welfare benefits continuation ($145,210 for
Mr. Noll, $84,488 for Mr. Wyatt, $69,799 for
Mr. Chaden, $47,402 for Mr. Evans and $45,372 for
Mr. Flatow), three years of scheduled contributions to our
defined contribution plans ($96,000 for Mr. Noll, $44,000
for Mr. Wyatt, $52,736 for Mr. Chaden, $34,000 for
Mr. Evans and $34,000 for Mr. Flatow), full vesting of
any unvested retirement amounts ($72,385 for Mr. Wyatt),
and outplacement services ($16,000 for each of the named
executive officers). Terminated executive officers continue to
be eligible to participate in our medical, dental and executive
insurance plans during the severance period of two years (three
years for Mr. Noll) following the executive officers
termination date. In computing the value of continued
participation in our medical, dental and executive insurance
plans, we have assumed that the current cost to us of providing
these plans will increase annually at a rate of 8%. |
|
(7) |
|
In the event that any payments made in connection with a change
in control would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code, we will make tax
equalization payments with respect to the executive
officers compensation for all federal, state and local
income and excise taxes, and any penalties and interest, but
only if the total payments made in connection with a |
94
|
|
|
|
|
change in control exceed 330% of such executive officers
base amount (as determined under
Section 280G(b) of the Internal Revenue Code). Otherwise,
the payments made to such executive officer in connection with a
change in control that are classified as parachute payments will
be reduced so that the value of the total payments to such
executive officer is one dollar ($1) less than the maximum
amount such executive officer may receive without becoming
subject to the tax imposed by Section 4999 of the Internal
Revenue Code. |
Director
Compensation
Annual
Compensation
We compensate each non-employee director for service on our
board of directors as follows:
|
|
|
|
|
an annual cash retainer of $70,000, paid in quarterly
installments (as discussed below, this annual cash retainer was
recently increased to $95,000);
|
|
|
|
an additional annual cash retainer of $10,000 for the chair of
the Audit Committee (currently, Ms. Peterson), $5,000 for
the chair of the Compensation and Benefits Committee (currently,
Mr. Coker) and $5,000 for the chair of the Governance and
Nominating Committee (currently, Mr. Johnson);
|
|
|
|
an additional annual cash retainer of $5,000 for each member of
the Audit Committee other than the chair (currently,
Mr. Griffin and Mr. Mulcahy);
|
|
|
|
an annual grant of $70,000 in restricted stock units, with a
one-year vesting schedule; these units will be converted at
vesting into deferred stock units payable in stock six months
after termination of service on our board of directors; and
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reimbursement of customary expenses for attending board,
committee and stockholder meetings.
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Directors who are also our employees receive no additional
compensation for serving as a director.
The following table further summarizes the compensation paid to
the non-employee directors for the six months ended
December 30, 2006.
Director
Compensation
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Change in
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Pension
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Value and
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Nonqualified
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Fees Earned
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Non-Equity
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Deferred
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or Paid in
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Stock
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Option
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Incentive Plan
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Compensation
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All Other
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Cash
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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Name
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($)(1)
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($)(2)
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($)
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($)
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($)
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($)
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($)
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Alice M. Peterson
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40,000
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9,205
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49,205
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Bobby J. Griffin
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37,500
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9,205
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46,705
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J. Patrick Mulcahy
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37,500
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9,205
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46,705
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Charles W. Coker
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37,500
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9,205
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46,705
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James C Johnson
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37,500
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9,205
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46,705
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Harry A. Cockrell
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35,000
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9,205
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44,205
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Andrew J. Schindler
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35,000
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9,205
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44,205
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Jessica T. Mathews(3)
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17,500
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17,500
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(1) |
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For their service with us in 2006, we paid our directors an
amount equal to half of their annual cash retainer and a grant
of restricted stock units with one half the value of the annual
grant. |
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(2) |
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The dollar values shown reflect the compensation cost of the
awards, before reflecting forfeitures, over the requisite
service period, as described in FAS 123R. The aggregate
number of restricted stock units held by each non-employee
director (other than Ms. Mathews) is 1,565. |
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(3) |
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Ms. Mathews was elected to the Board effective
October 26, 2006; her annual retainer was pro rated
accordingly and she did not receive an award of restricted stock
units. |
95
After reviewing information about the compensation paid to
directors at the Benchmark Companies, the Compensation and
Benefits Committee determined to increase the equity portion of
annual director compensation from $70,000 to $95,000. We expect
that the Compensation and Benefits Committee will conduct a
similar review each year and may alter either the cash or equity
portion of director compensation following any such review.
The Compensation and Benefits Committee also determined that the
equity awards to the non-employee directors would continue to
consist of RSUs with a one-year vesting schedule, but that,
beginning with the 2008 annual grant, rather than converting to
deferred stock units payable in stock six months after
termination of service on our board of directors, they would be
payable upon vesting in shares of our common stock on a
one-for-one
basis. The Compensation and Benefits Committee considered this
appropriate in light of the stock ownership and retention
guidelines which it implemented for the non-employee directors
at the same time it implemented these changes in director
compensation.
Non-Employee
Director Deferred Compensation Plan
Under the Hanesbrands Inc. Non-Employee Director Deferred
Compensation Plan, or the Director Deferred Compensation
Plan, a nonqualified, unfunded deferred compensation plan,
our non-employee directors may defer all or a portion (not less
than 25 percent) of their annual retainer. At the election
of the director, amounts deferred under the Director Deferred
Compensation Plan will earn a return equivalent to the return on
an investment in an interest-bearing account earning interest
based on the Federal Reserves published rate for five year
constant maturity Treasury notes at the beginning of the
calendar year, or be invested in a stock equivalent account and
earn a return based on our stock price. Amounts deferred, plus
any dividend equivalents or interest, will be paid in cash or in
shares of our common stock as applicable. Any awards of
restricted stock or RSUs to non-employee directors that are
automatically deferred pursuant to the terms of the award are
deferred under the Director Deferred Compensation Plan. Amounts
deferred, plus any dividend equivalents or interest, will be
paid in cash or in shares of our common stock, as applicable,
with any shares of common stock being issued from the Omnibus
Incentive Plan. The amount payable to participants will be
payable either on the withdrawal date elected by the participant
or upon the occurrence of certain events as provided under the
Director Deferred Compensation Plan. A participant may designate
one or more beneficiaries to receive any portion of the
obligations payable in the event of death, however neither
participants nor their beneficiaries may transfer any right or
interest in the Director Deferred Compensation Plan.
Share
Ownership and Retention Guidelines
We believe that our directors who are not employees of
Hanesbrands should have a significant equity interest in our
company. Our non-employee directors receive a substantial
portion of their compensation in the form of equity-based
compensation. In order to promote such equity ownership and
further align the interests of these directors with our
stockholders, we are adopting share retention and ownership
guidelines for these directors. A non-employee director may not
dispose of any shares of our common stock until such director
holds shares of common stock with a value equal to at least
three times the current annual equity retainer, and may then
only dispose of shares in excess of those with that value. In
addition to shares directly held by a non-employee director,
shares held for such director in the Director Deferred
Compensation Plan (including hypothetical share equivalents held
in that plan) will be counted for purposes of determining
whether the ownership requirements are met. A director will not
be deemed to be in violation of these guidelines if the value of
the shares held by such director declines after a disposition,
such that the value is no longer at least equal to three times
the value of the current annual equity retainer.
Under our insider trading policy, no director or employee of
Hanesbrands is permitted to engage in short sales or
sales against the box or trade in puts, calls or
other options on our securities. The purpose of this prohibition
is to avoid the appearance that any Hanesbrands director,
officer or employee is trading on inside information.
96
Compensation
Committee Interlocks and Insider Participation
The current members of the Compensation and Benefits Committee
are Charles W. Coker, Harry A. Cockrell, James C. Johnson and
Andrew J. Schindler, and no other directors served on the
Compensation and Benefits Committee during the six months ended
December 30, 2006. No interlocking relationship exists
between our board of directors or Compensation and Benefits
Committee and the board of directors or compensation committee
of any other company, nor has any interlocking relationship
existed in the past.
Report of
Compensation and Benefits Committee on Executive
Compensation
Director Charles W. Coker was the Chair and Directors Harry A.
Cockrell, James C. Johnson, and Andrew J. Schindler served on
the Compensation and Benefits Committee. The Compensation and
Benefits Committee was comprised solely of non-employee
directors who were each: (i) independent as defined under
the NYSE listing standards, (ii) a non-employee director
for purposes of
Rule 16b-3
of the Exchange Act, and (iii) an outside director for
purposes of Section 162(m) of the Internal Revenue Code.
The Compensation and Benefits Committee has reviewed and
discussed the Compensation Discussion and Analysis
required by Item 402(b) of
Regulation S-K
with management. Based on such review and discussions, the
Compensation and Benefits Committee recommended to the Board of
Directors that the Compensation Discussion and
Analysis be included in this
Form 10-K.
Respectfully submitted,
Charles W. Coker, Chairman
Harry A. Cockrell
James C. Johnson
Andrew J. Schindler
97
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth information, as of
February 1, 2007 regarding beneficial ownership by
(1) each person who is known by us to beneficially own more
than 5% of our common stock, (2) each director and
executive officer and (3) all of our directors and
executive officers as a group. The address of each director and
executive officer shown in the table below is
c/o Hanesbrands Inc., 1000 East Hanes Mill Road,
Winston-Salem, North Carolina 27105.
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Beneficial Ownership
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Percentage of
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Name and Address of Beneficial Owner
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of our Common Stock(1)
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Class
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Capital Research and Management
Company(2)
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14,243,500
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14.8
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%
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Lee A. Chaden(3)
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2,426
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*
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Richard A. Noll(3)
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74,558
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*
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E. Lee Wyatt Jr.(3)
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823
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*
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Gerald W. Evans Jr.(3)(4)
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54,504
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*
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Michael Flatow(3)
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1,980
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*
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Kevin D. Hall
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Joia M. Johnson
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Joan P. McReynolds
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15,380
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*
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Kevin W. Oliver(3)
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13,124
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*
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Harry A. Cockrell
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Charles W. Coker(5)
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8,162
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*
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Bobby J. Griffin
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James C. Johnson
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Jessica T. Mathews
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J. Patrick Mulcahy
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Alice M. Peterson
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Andrew J. Schindler
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All directors and executive
officers as a group (16 persons)
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170,957
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*
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* |
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Less than 1%. |
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(1) |
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Beneficial ownership is determined under the rules and
regulations of the SEC, which provide that a person is deemed to
beneficially own all shares of common stock that such person has
the right to acquire within 60 days. Although shares that a
person has the right to acquire in 60 days are counted for
the purposes of determining that individuals beneficial
ownership, such shares generally are not deemed to be
outstanding for the purpose of computing the beneficial
ownership of any other person. Share numbers in this column
include shares of common stock subject to options exercisable
within 60 days of February 1, 2007 as follows: |
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Number of
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Name
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Options
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Gerald W. Evans Jr.
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52,029
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Joan P. McReynolds
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14,501
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Richard A. Noll
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71,011
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Kevin W. Oliver
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11,930
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All directors and executive
officers as a group
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149,471
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98
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No restricted stock units held by any director or executive
officer are vested or will vest within 60 days of
February 1, 2007. No shares have been pledged as security
by any of our executive officers or directors. |
|
(2) |
|
Information in this table and footnote regarding this beneficial
owner is based on Amendment No. 1 filed February 12,
2007 to the Schedule 13G jointly filed by Capital Group
International, Inc. (CGI) and Capital Guardian Trust
Company (CGT) with the SEC. By virtue of
Rule 13d-3
under the Exchange Act, CGI may be deemed to beneficially own
14,243,500 shares of our common stock. CGT, a bank as
defined in Section 3(a)(6) of the Exchange Act, may be
deemed to be the beneficial owner of 11,669,040 shares of
our common stock as a result of its serving as the investment
manager of various institutional accounts. CGIs and
CGTs address is 11100 Santa Monica Blvd., Los Angeles, CA
90025. |
|
(3) |
|
Includes ownership through interests in the 401(k) Plan. |
|
(4) |
|
Mr. Evans owns one ordinary share of one of our
subsidiaries, HBI Manufacturing (Thailand) Ltd., which
represents less than one percent of the outstanding equity
interests in that entity. |
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(5) |
|
Includes 6,402 shares of our common stock owned by
Mr. Cokers spouse, with respect to which
Mr. Coker disclaims beneficial ownership. |
Equity
Compensation Plan Information
The following table provides information about our equity
compensation plans as of December 30, 2006.
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Number of Securities to
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Weighted Average
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be Issued Upon Exercise
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Exercise Price of
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Number of Securities
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of Outstanding Options,
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Outstanding Options,
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Remaining Available for
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Plan Category
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Warrants and Rights
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Warrants and Rights
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Future Issuance
|
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Equity compensation plans approved
by security holders
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4,494,893
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$
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22.37
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11,052,107
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Equity compensation plans not
approved by security holders
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Total
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4,494,893
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$
|
22.37
|
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|
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11,052,107
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Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Certain
Relationships and Related Transactions
In accordance with the charter of our Governance and Nominating
Committee adopted in connection with the spin off, the
Governance and Nominating Committee is responsible for reviewing
conflicts of interest and related party transactions, waivers of
our related party transactions policy, and board and committee
independence. During the six months ended December 30,
2006, no such transactions were reviewed by the Governance and
Nominating Committee.
Prior to the spin off on September 5, 2006, we were a
wholly owned subsidiary of Sara Lee. In connection with the spin
off, we entered into a number of agreements with Sara Lee, which
are described below. Effective upon the completion of the spin
off, Sara Lee ceased to be a related party to us.
Master
Separation Agreement
The master separation agreement governs the contribution of Sara
Lees branded apparel Americas/Asia business to us, the
subsequent distribution of shares of our common stock to Sara
Lee stockholders and other matters related to Sara Lees
relationship with us. To effect the contribution, Sara Lee
agreed to transfer all of the assets of the branded apparel
Americas/Asia business to us and we agreed to assume, perform
and fulfill all of the liabilities of the branded apparel
Americas/Asia division in accordance with their respective
terms, except for certain liabilities to be retained by Sara
Lee. All assets transferred are generally transferred on an
as is, where is basis.
99
Under the master separation agreement, we also agreed to use
reasonable best efforts to obtain any required consents,
substitutions or amendments required to novate or assign all
rights and obligations under any contracts to be transferred in
connection with the contribution. Sara Lees agreement to
consummate the distribution was subject to the satisfaction of a
number of conditions including the following:
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the registration statement for our common stock being declared
effective by the SEC;
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|
any actions and filings with regard to applicable securities and
blue sky laws of any state being taken and becoming effective or
accepted;
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|
our common stock being accepted for listing on the New York
Stock Exchange, on official notice of distribution;
|
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|
|
no legal restraint or prohibition preventing the consummation of
the contribution or distribution or any other transaction
related to the spin off being in effect;
|
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|
Sara Lees receipt of a private letter ruling from the IRS
or an opinion of counsel to the effect, among other things, that
the spin off will qualify as a tax-free distribution for
U.S. federal income tax purposes under Section 355 of
the Internal Revenue Code and as part of a tax-free
reorganization under Section 368(a)(1)(D) of the Internal
Revenue Code;
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the contribution becoming effective in accordance with the
Master Separation Agreement and the ancillary agreements;
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Sara Lee receiving a satisfactory solvency opinion with regards
to our company from an investment banking or valuation
firm; and
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|
|
our receipt of the proceeds of the borrowings under the Senior
Secured Credit Facility, the Second Lien Credit Facility and the
Bridge Loan Facility and distribution of $2.4 billion
to Sara Lee.
|
We and Sara Lee agreed to waive, and neither we nor Sara Lee
will be able to seek, consequential, special, indirect or
incidental damages or punitive damages.
Tax
Sharing Agreement
We also entered into a tax sharing agreement with Sara Lee. This
agreement (i) governs the allocation of U.S. federal,
state, local, and foreign tax liability between us and Sara Lee,
(ii) provides for restrictions and indemnities in
connection with the tax treatment of the distribution, and
(iii) addresses other tax-related matters.
Under the tax sharing agreement, Sara Lee generally is liable
for all U.S. federal, state, local, and foreign income
taxes attributable to us with respect to taxable periods ending
on or before September 5, 2006 and for certain income taxes
attributable to us with respect to taxable periods beginning
before September 5, 2006 ending after September 5,
2006. We have agreed to indemnify Sara Lee (and Sara Lee has
agreed to indemnify us) for any tax detriments arising from an
inter-group adjustment, but only to the extent we (or Sara Lee)
realize a corresponding tax benefit.
Within 180 days after Sara Lee files its final consolidated
tax return for the period that includes September 5, 2006,
Sara Lee is required to deliver to us a computation of the
amount of deferred taxes attributable to our United States and
Canadian operations that would be included on our balance sheet
as of September 6, 2006. If substituting the amount of
deferred taxes as finally determined for the amount of estimated
deferred taxes that were included on that balance sheet at the
time of the spin off causes a decrease in the net book value
reflected on that balance sheet, then Sara Lee will be required
to pay us the amount of such decrease. If such substitution
causes an increase in the net book value reflected on that
balance sheet, then we will be required to pay Sara Lee the
amount of such increase. For purposes of this computation, our
deferred taxes are the amount of deferred tax benefits
(including deferred tax consequences attributable to deductible
temporary differences and carryforwards) that would be
recognized as assets on our balance sheet computed in accordance
with GAAP, but without regard to valuation allowances, less the
amount of deferred tax liabilities (including deferred tax
consequences attributable to deductible temporary differences)
that would
100
be recognized as liabilities on our balance sheet computed in
accordance with GAAP, but without regard to valuation
allowances. Neither we nor Sara Lee will be required to make any
other payments to the other with respect to deferred taxes.
The tax sharing agreement also provides that we are liable for
taxes incurred by Sara Lee that arise as a result of our taking
or failing to take certain actions that result in the
distribution failing to meet the requirements of a tax-free
distribution under Sections 355 and 368(a)(1)(D) of the
Code. We therefore have agreed that, among other things, we will
not take any actions that would result in any tax being imposed
on the spin off, including, subject to specified exceptions any
of the following actions during the two-year period following
the spin off:
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|
|
selling or acquiring from any person, any of our equity
securities;
|
|
|
|
disposing of assets that, in the aggregate, constitute more than
50% of our gross assets;
|
|
|
|
engaging in certain transactions with regard to our socks
business;
|
|
|
|
dissolving, liquidating or engaging in any merger,
consolidation, or other reorganization; or
|
|
|
|
taking any action that would cause Sara Lee to recognize gain
under any gain recognition agreement to which Sara Lee is a
party.
|
In addition, we have agreed not to engage in certain of the
actions described above, whether before or after the two-year
period following the spin off, if it is pursuant to an
arrangement negotiated (in whole or in part) prior to the first
anniversary of the spin off.
Notwithstanding the foregoing, we may engage in activities that
are prohibited by the tax sharing agreement if we provide Sara
Lee with an unqualified opinion of tax counsel or if Sara Lee
receives a supplemental private letter ruling from the IRS,
acceptable to Sara Lee, to the effect that these actions will
not affect the tax-free nature of the spin off.
Employee
Matters Agreement
We also entered into an employee matters agreement with Sara
Lee. This agreement allocates responsibility for employee
benefit matters on the date of and after the spin off, including
the treatment of existing welfare benefit plans, savings plans,
equity-based plans and deferred compensation plans as well as
our establishment of new plans. Under the employee matters
agreement, the 401(k) Plan assumed all liabilities from the Sara
Lee 401(k) Plan related to our current and former employees and
Sara Lee caused the accounts of our employees to be transferred
to the 401(k) Plan. The Pension Plan assumed all liabilities
from the Sara Lee Corporation Consolidated Pension and
Retirement Plan related to our current and former employees, and
Sara Lee caused the assets of these plans related to our current
and former employees to be transferred to the Pension Plan.
We have also agreed to assume the liabilities for, and Sara Lee
will transfer the assets of Sara Lees retirement plans
related to pension benefits accrued by our current and former
employees covered under Sara Lees Canadian retirement
plan, obligations under Sara Lees nonqualified deferred
compensation plan, and assume certain other defined contribution
plans and defined pension plan. We also agreed to assume medical
liabilities related to our employees under Sara Lees
employee healthcare plan.
Master
Transition Services Agreement
In connection with the spin off, we also entered into a master
transition services agreement with Sara Lee. Under the master
transition services agreement we and Sara Lee agreed to provide
each other with specified support services related to among
others:
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|
|
|
|
human resources and financial shared services for a period of
seven months with one
90-day
renewal term;
|
|
|
|
tax-shared services for a period of one year with one
15-month
renewal term; and
|
101
|
|
|
|
|
information technology services for a period ranging from six
months with no renewal term to one year with indefinite renewal
terms based on the service provided.
|
Each of these services is provided for a fee, which differs
depending upon the service.
Real
Estate Matters Agreement
Along with each of the other agreements relating to the spin
off, we entered into a real estate matters agreement with Sara
Lee. This agreement governs the manner in which Sara Lee will
transfer to or share with us various leased and owned properties
associated with the branded apparel business. The real estate
matters agreement describes the property to be transferred or
shared with us for each type of transaction (e.g., conveyance,
assignments and subleases) and includes the standard forms of
the proposed transfer documents (e.g., forms of conveyance and
assignment) as exhibits. Under the agreement, we have agreed to
accept the transfer of all of the properties allocated to us,
even if such properties have been damaged by a casualty or other
change in condition. We also have agreed to pay all costs and
expenses required to effect the transfers (including landlord
consent fees, landlord attorneys fees, title insurance
fees and transfer taxes).
Indemnification
and Insurance Matters Agreement
We also have entered into an indemnification and insurance
matters agreement with Sara Lee. This agreement provides general
indemnification provisions pursuant to which we have agreed to
indemnify Sara Lee and its affiliates, agents, successors and
assigns from all liabilities (other than liabilities related to
tax, which are solely covered by the tax sharing agreement)
arising from:
|
|
|
|
|
our failure to pay, perform or otherwise promptly discharge any
of our liabilities;
|
|
|
|
our business;
|
|
|
|
any breach by us of the master separation agreement or any of
the ancillary agreements; and
|
|
|
|
any untrue statement of a material fact or any omission to state
a material fact required to be stated with respect to the
information contained in our registration statement on
Form 10 or our information statement that was distributed
to Sara Lee stockholders.
|
Sara Lee has agreed to indemnify us and our affiliates, agents,
successors and assigns from all liabilities (other than
liabilities related to tax, which are solely covered by the tax
sharing agreement) arising from:
|
|
|
|
|
its failure to pay, perform or otherwise promptly discharge any
of its liabilities;
|
|
|
|
Sara Lees business;
|
|
|
|
any breach by Sara Lee of the master separation agreement or any
of the ancillary agreements; and
|
|
|
|
with regard to sections relating to Sara Lee, any untrue
statement of a material fact or any omission to state a material
fact required to be stated with respect to the information
contained in our registration statement on Form 10 or our
information statement that was distributed to Sara Lee
stockholders.
|
Further, under this agreement, we and Sara Lee have released
each other from any liabilities existing or alleged to have
existed on or before the date of the distribution. This
provision does not preclude us or Sara Lee from enforcing the
master separation agreement or any ancillary agreement we have
entered into with each other.
The indemnification and insurance matters agreement contains
provisions governing the recovery by and payment to us of
insurance proceeds related to our business and arising on or
prior to the date of the distribution and our insurance
coverage. We have agreed to reimburse Sara Lee, to the extent it
is required to pay, for amounts necessary to satisfy all
applicable self-insured retentions, fronted policies,
deductibles and retrospective premium adjustments and similar
amounts not covered by insurance policies in connection with our
liabilities.
102
Intellectual
Property Matters Agreement
We also entered into an intellectual property matters agreement
with Sara Lee. The intellectual property matters agreement
provides for the license by Sara Lee to us of certain software.
It also will govern the wind-down of our use of certain of Sara
Lees trademarks (other than those being transferred to us
in connection with the spin off).
Director
Independence
Eight of the ten members of our board of directors, Harry A.
Cockrell, Charles W. Coker, Bobby J. Griffin, James C. Johnson,
Jessica T. Mathews, J. Patrick Mulcahy, Alice M. Peterson and
Andrew J. Schindler, are independent under New York Stock
Exchange listing standards. In order to assist our board in
making the independence determinations required by these
standards, the board has adopted categorical standards of
independence. These standards are contained in our Corporate
Governance Guidelines, which are available in the
Investors section of our website,
www.hanesbrands.com. Each of these directors is also independent
under the standards contained in our Corporate Governance
Guidelines. In determining board independence, the board did not
discuss, and was not aware of any, transactions, relationships
or arrangements that existed with respect to any of these
directors that were discussed under Item 13 of this
Form 10-K.
Our Audit Committees charter requires that, within one
year of our listing on the New York Stock Exchange, the Audit
Committee be composed of at least three members, who must be
independent directors meeting the requirements of the New York
Stock Exchange listing standards and the rules of the SEC. Each
of the members of our Audit Committee, Mr. Griffin,
Mr. Mulcahy and Ms. Peterson, meets the standards of
independence applicable to audit committee members under
applicable SEC rules and New York Stock Exchange listing
standards.
Our Compensation and Benefits Committees charter requires
that, within one year of our listing on the New York Stock
Exchange, all of the members of the Compensation and Benefits
Committee must be independent directors who meet the
requirements of the New York Stock Exchange listing standards,
and that at least two of the directors appointed to serve on the
Compensation and Benefits Committee shall be non-employee
directors (within the meaning of
Rule 16b-3
promulgated under the Exchange Act) and outside
directors (within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the
regulations thereunder). Each of the members of our Compensation
and Benefits Committee, Mr. Cockrell, Mr. Coker,
Mr. Johnson and Mr. Schindler, is a non-employee
director within the meaning of Section 16 of the Exchange
Act, an outside director within the meaning of
Section 162(m) of the Internal Revenue Code and an
independent director under applicable New York Stock Exchange
listing standards.
Our Governance and Nominating Committees charter requires
that, within one year of the Companys listing on the New
York Stock Exchange, all of the members of the Governance and
Nominating Committee shall be independent directors who meet the
requirements of the New York Stock Exchange listing standards.
Each of the members of our Governance and Nominating Committee,
Mr. Cockrell, Mr. Coker, Mr. Johnson and
Mr. Schindler, is an independent director under applicable
New York Stock Exchange listing standards.
103
|
|
Item 14.
|
Principal
Accountant Fees and Services
|
The following table sets forth the fees billed to us by
PricewaterhouseCoopers LLP for services in the six months ended
December 30, 2006 and in the fiscal years ended
July 1, 2006 and July 2, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Audit fees
|
|
$
|
2,502,600
|
|
|
$
|
3,832,255
|
|
|
$
|
3,449,815
|
|
Audit-related fees
|
|
|
112,000
|
|
|
|
|
|
|
|
|
|
Tax fees
|
|
|
16,200
|
|
|
|
|
|
|
|
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
2,630,800
|
|
|
$
|
3,832,255
|
|
|
$
|
3,449,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the above table, in accordance with applicable SEC rules,
Audit fees include: (a) fees billed for
professional services for the audit of our Combined and
Consolidated Financial Statements included in this
Form 10-K,
and (b) fees billed for services that are normally provided
by the principal accountant in connection with statutory and
regulatory filings or engagements.
Audit related fees for the six months ended December 30,
2006 include services related to plan amendments to the
postretirement medical and life insurance plans, the issuance of
a comfort letter, consent and review of documents associated
with the offering of our Floating Rate Senior Notes, and review
of stock compensation calculations.
Tax fees for the six months ended December 30, 2006 include
consultation and compliance services for certain foreign
jurisdictions.
For the year ended July 2, 2005, tax fees of $199,886
billed directly to and paid by Sara Lee are not included in the
above table. For the year ended July 1, 2006, audit fees of
$3,519,193 billed directly to and paid by Sara Lee are not
included in the above table. These fees relate to professional
services for the audit of our Combined and Consolidated
Financial Statements included in our Registration Statement on
Form 10.
Our Audit Committee considers whether to pre-approve permissible
non-audit services and fees to be rendered by
PricewaterhouseCoopers LLP on a
case-by-case
basis, rather than pursuant to a general policy.
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules
|
(a)(1)-(2)
Financial Statements and Schedules
The financial statements and schedules listed in the
accompanying Index to Combined and Consolidated Financial
Statements on
page F-1
are filed as part of this Report.
(a)(3)
Exhibits
See Index to Exhibits beginning on
page E-1,
which is incorporated by reference herein. The Index to Exhibits
lists all exhibits filed with this Report and identifies which
of those exhibits are management contracts and compensation
plans.
104
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this
Form 10-K
to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 22nd day of February, 2007.
HANESBRANDS INC.
Richard A. Noll
Chief Executive Officer
POWER OF
ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and
severally, Lee A. Chaden, Richard A. Noll and E. Lee Wyatt Jr.,
and each one of them, his or her
attorneys-in-fact,
each with the power of substitution, for him or her in any and
all capacities, to sign any and all amendments to this
Form 10-K
and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said
attorneys-in-fact,
or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this
Form 10-K
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
/s/ Lee
A. Chaden
Lee
A. Chaden
|
|
Executive Chairman and Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Richard
A. Noll
Richard
A. Noll
|
|
Chief Executive Officer and
Director
(principal executive officer)
|
|
February 22, 2007
|
|
|
|
|
|
/s/ E.
Lee Wyatt
Jr.
E.
Lee Wyatt Jr.
|
|
Executive Vice President,
Chief Financial Officer
(principal financial officer)
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Dale
W. Boyles
Dale
W. Boyles
|
|
Vice President,
Chief Accounting Officer and Controller (principal accounting
officer)
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Harry
A. Cockrell
Harry
A. Cockrell
|
|
Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Charles
W. Coker
Charles
W. Coker
|
|
Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Bobby
J. Griffin
Bobby
J. Griffin
|
|
Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ James
C. Johnson
James
C. Johnson
|
|
Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Jessica
T. Mathews
Jessica
T. Mathews
|
|
Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ J.
Patrick
Mulcahy
J.
Patrick Mulcahy
|
|
Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Alice
M. Peterson
Alice
M. Peterson
|
|
Director
|
|
February 22, 2007
|
|
|
|
|
|
/s/ Andrew
J.
Schindler
Andrew
J. Schindler
|
|
Director
|
|
February 22, 2007
|
105
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Hanesbrands Inc.:
In our opinion, the accompanying combined and consolidated
financial statements listed in the accompanying index present
fairly, in all material respects, the financial position of
Hanesbrands Inc. at December 30, 2006, July 1, 2006,
and July 2, 2005 and the results of its operations and its
cash flows for the six months ended December 30, 2006 and
each of the three years in the period ended July 1, 2006 in
conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the
financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related combined
and consolidated financial statements. These financial
statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits of these statements in accordance with
the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
As discussed in Notes 15 and 16 to the combined and
consolidated financial statements, the Company changed the
manner in which it accounts for its defined benefit pension and
other postretirement plans effective December 30, 2006.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Greensboro, North Carolina
February 21, 2007
F-2
HANESBRANDS
(in
thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Net sales
|
|
$
|
2,250,473
|
|
|
$
|
4,472,832
|
|
|
$
|
4,683,683
|
|
|
$
|
4,632,741
|
|
Cost of sales
|
|
|
1,530,119
|
|
|
|
2,987,500
|
|
|
|
3,223,571
|
|
|
|
3,092,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
720,354
|
|
|
|
1,485,332
|
|
|
|
1,460,112
|
|
|
|
1,540,715
|
|
Selling, general and
administrative expenses
|
|
|
547,469
|
|
|
|
1,051,833
|
|
|
|
1,053,654
|
|
|
|
1,087,964
|
|
Gain on curtailment of
postretirement benefits
|
|
|
(28,467
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
|
|
|
11,278
|
|
|
|
(101
|
)
|
|
|
46,978
|
|
|
|
27,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
190,074
|
|
|
|
433,600
|
|
|
|
359,480
|
|
|
|
425,285
|
|
Other expenses
|
|
|
7,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
70,753
|
|
|
|
17,280
|
|
|
|
13,964
|
|
|
|
24,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
111,920
|
|
|
|
416,320
|
|
|
|
345,516
|
|
|
|
400,872
|
|
Income tax expense (benefit)
|
|
|
37,781
|
|
|
|
93,827
|
|
|
|
127,007
|
|
|
|
(48,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
74,139
|
|
|
$
|
322,493
|
|
|
$
|
218,509
|
|
|
$
|
449,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.77
|
|
|
$
|
3.35
|
|
|
$
|
2.27
|
|
|
$
|
4.67
|
|
Diluted
|
|
$
|
0.77
|
|
|
$
|
3.35
|
|
|
$
|
2.27
|
|
|
$
|
4.67
|
|
Weighted average shares
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
96,309
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
Diluted
|
|
|
96,620
|
|
|
|
96,306
|
|
|
|
96,306
|
|
|
|
96,306
|
|
See accompanying notes to Combined and Consolidated Financial
Statements.
F-3
HANESBRANDS
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
155,973
|
|
|
$
|
298,252
|
|
|
$
|
1,080,799
|
|
Trade accounts receivable less
allowances of $27,709 at December 30, 2006, $28,817 in
fiscal 2006, and $27,676 in fiscal 2005
|
|
|
488,629
|
|
|
|
536,241
|
|
|
|
595,247
|
|
Inventories
|
|
|
1,216,501
|
|
|
|
1,236,586
|
|
|
|
1,262,557
|
|
Deferred tax assets
|
|
|
136,178
|
|
|
|
102,498
|
|
|
|
30,745
|
|
Other current assets
|
|
|
73,899
|
|
|
|
48,765
|
|
|
|
59,800
|
|
Due from related entities
|
|
|
|
|
|
|
273,428
|
|
|
|
26,194
|
|
Notes receivable from parent
companies
|
|
|
|
|
|
|
1,111,167
|
|
|
|
90,551
|
|
Funding receivable with parent
companies
|
|
|
|
|
|
|
161,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,071,180
|
|
|
|
3,768,623
|
|
|
|
3,145,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, net
|
|
|
556,866
|
|
|
|
617,021
|
|
|
|
558,657
|
|
Trademarks and other identifiable
intangibles, net
|
|
|
137,181
|
|
|
|
136,364
|
|
|
|
145,786
|
|
Goodwill
|
|
|
281,525
|
|
|
|
278,655
|
|
|
|
278,781
|
|
Deferred tax assets
|
|
|
318,927
|
|
|
|
94,893
|
|
|
|
118,762
|
|
Other noncurrent assets
|
|
|
69,941
|
|
|
|
8,330
|
|
|
|
9,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,435,620
|
|
|
$
|
4,903,886
|
|
|
$
|
4,257,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholders or Parent Companies Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
221,707
|
|
|
$
|
207,648
|
|
|
$
|
196,455
|
|
Bank overdraft.
|
|
|
834
|
|
|
|
275,385
|
|
|
|
|
|
Accrued liabilities and other
|
|
|
|
|
|
|
|
|
|
|
|
|
Payroll and employee benefits
|
|
|
121,703
|
|
|
|
141,535
|
|
|
|
115,080
|
|
Advertising and promotion
|
|
|
72,436
|
|
|
|
61,839
|
|
|
|
62,855
|
|
Restructuring
|
|
|
17,029
|
|
|
|
21,938
|
|
|
|
51,677
|
|
Other
|
|
|
153,833
|
|
|
|
156,060
|
|
|
|
163,691
|
|
Notes payable to banks
|
|
|
14,264
|
|
|
|
3,471
|
|
|
|
83,303
|
|
Current portion of long-term debt
|
|
|
9,375
|
|
|
|
|
|
|
|
|
|
Due to related entities
|
|
|
|
|
|
|
43,115
|
|
|
|
59,943
|
|
Funding payable with parent
companies
|
|
|
|
|
|
|
|
|
|
|
317,184
|
|
Notes payable to parent companies
|
|
|
|
|
|
|
246,830
|
|
|
|
228,152
|
|
Notes payable to related entities
|
|
|
|
|
|
|
466,944
|
|
|
|
323,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
611,181
|
|
|
|
1,624,765
|
|
|
|
1,601,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
2,484,000
|
|
|
|
|
|
|
|
|
|
Pension and postretirement benefits
|
|
|
203,750
|
|
|
|
8,218
|
|
|
|
1,149
|
|
Other noncurrent liabilities
|
|
|
67,418
|
|
|
|
41,769
|
|
|
|
52,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
3,366,349
|
|
|
|
1,674,752
|
|
|
|
1,654,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders or parent
companies equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock (50,000,000
authorized shares; $.01 par value) Issued and
outstanding None
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock (500,000,000
authorized shares; $.01 par value) Issued and
outstanding 96,312,458 at December 30, 2006
|
|
|
963
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
94,852
|
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
33,024
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive
loss
|
|
|
(59,568
|
)
|
|
|
(8,384
|
)
|
|
|
(18,209
|
)
|
Parent companies equity
investment
|
|
|
|
|
|
|
3,237,518
|
|
|
|
2,620,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders or parent
companies equity
|
|
|
69,271
|
|
|
|
3,229,134
|
|
|
|
2,602,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders or parent companies equity
|
|
$
|
3,435,620
|
|
|
$
|
4,903,886
|
|
|
$
|
4,257,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Combined and Consolidated Financial
Statements.
F-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Parent
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
Companies
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Equity
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Loss
|
|
|
Investment
|
|
|
Total
|
|
|
Balances at June 28,
2003
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(30,077
|
)
|
|
$
|
2,267,525
|
|
|
$
|
2,237,448
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
449,552
|
|
|
|
449,552
|
|
Net transactions with parent
companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,661
|
|
|
|
112,661
|
|
Translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,680
|
)
|
|
|
|
|
|
|
(6,680
|
)
|
Net unrealized loss on qualifying
cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,389
|
|
|
|
|
|
|
|
4,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at July 3,
2004
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(32,368
|
)
|
|
$
|
2,829,738
|
|
|
$
|
2,797,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
218,509
|
|
|
|
218,509
|
|
Net transactions with parent
companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(427,676
|
)
|
|
|
(427,676
|
)
|
Translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,187
|
|
|
|
|
|
|
|
15,187
|
|
Net unrealized loss on qualifying
cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,028
|
)
|
|
|
|
|
|
|
(1,028
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at July 2,
2005
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(18,209
|
)
|
|
$
|
2,620,571
|
|
|
$
|
2,602,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
322,493
|
|
|
|
322,493
|
|
Net transactions with parent
companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294,454
|
|
|
|
294,454
|
|
Translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,518
|
|
|
|
|
|
|
|
13,518
|
|
Net unrealized loss on qualifying
cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,693
|
)
|
|
|
|
|
|
|
(3,693
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at July 1,
2006
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(8,384
|
)
|
|
$
|
3,237,518
|
|
|
$
|
3,229,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from July 2, 2006
through September 4, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,115
|
|
|
|
41,115
|
|
Net transactions with parent
companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(793,133
|
)
|
|
|
(793,133
|
)
|
Payments to Sara Lee Corporation in
connection with the spin off
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,400,000
|
)
|
|
|
(2,400,000
|
)
|
Consummation of spin off
transaction on September 5, 2006, including distribution of
Hanesbrands Inc. common stock by Sara Lee Corporation
|
|
|
96,306
|
|
|
|
963
|
|
|
|
84,537
|
|
|
|
|
|
|
|
|
|
|
|
(85,500
|
)
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
10,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,176
|
|
Exercise of stock options
|
|
|
6
|
|
|
|
|
|
|
|
139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139
|
|
Net income from September 5,
2006 through December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,024
|
|
|
|
|
|
|
|
|
|
|
|
33,024
|
|
Translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,989
|
)
|
|
|
|
|
|
|
(5,989
|
)
|
Minimum pension and post-retirement
liability, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,677
|
)
|
|
|
|
|
|
|
(63,677
|
)
|
Adoption of SFAS 158, net of
tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,079
|
|
|
|
|
|
|
|
19,079
|
|
Net unrealized loss on qualifying
cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(597
|
)
|
|
|
|
|
|
|
(597
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 30,
2006
|
|
|
96,312
|
|
|
$
|
963
|
|
|
$
|
94,852
|
|
|
$
|
33,024
|
|
|
$
|
(59,568
|
)
|
|
$
|
|
|
|
$
|
69,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Combined and Consolidated Financial
Statements.
F-5
HANESBRANDS
Combined and Consolidated Statements of Cash Flows
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
74,139
|
|
|
$
|
322,493
|
|
|
$
|
218,509
|
|
|
$
|
449,552
|
|
Adjustments to reconcile net income
to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
69,946
|
|
|
|
105,173
|
|
|
|
108,791
|
|
|
|
105,517
|
|
Amortization of intangibles
|
|
|
3,466
|
|
|
|
9,031
|
|
|
|
9,100
|
|
|
|
8,712
|
|
Impairment charges on intangibles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,880
|
|
Restructuring
|
|
|
(812
|
)
|
|
|
(4,220
|
)
|
|
|
2,064
|
|
|
|
(1,548
|
)
|
Gain on curtailment of
postretirement benefits
|
|
|
(28,467
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses on early extinguishment of
debt
|
|
|
7,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt issuance costs
|
|
|
2,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation expense
|
|
|
15,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes
|
|
|
3,485
|
|
|
|
(46,804
|
)
|
|
|
66,710
|
|
|
|
31,259
|
|
Other
|
|
|
1,693
|
|
|
|
1,456
|
|
|
|
1,942
|
|
|
|
4,842
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
22,004
|
|
|
|
59,403
|
|
|
|
(39,572
|
)
|
|
|
2,553
|
|
Inventories
|
|
|
23,191
|
|
|
|
69,215
|
|
|
|
58,924
|
|
|
|
(78,154
|
)
|
Other assets
|
|
|
(38,726
|
)
|
|
|
21,169
|
|
|
|
45,351
|
|
|
|
(1,727
|
)
|
Due to and from related entities
|
|
|
|
|
|
|
(5,048
|
)
|
|
|
19,972
|
|
|
|
(8,827
|
)
|
Accounts payable
|
|
|
17,546
|
|
|
|
(673
|
)
|
|
|
1,076
|
|
|
|
(12,005
|
)
|
Accrued liabilities and other
|
|
|
(36,689
|
)
|
|
|
(20,574
|
)
|
|
|
14,004
|
|
|
|
(37,618
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
|
136,079
|
|
|
|
510,621
|
|
|
|
506,871
|
|
|
|
471,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(29,764
|
)
|
|
|
(110,079
|
)
|
|
|
(67,135
|
)
|
|
|
(63,633
|
)
|
Acquisitions of business
|
|
|
(6,666
|
)
|
|
|
(2,436
|
)
|
|
|
(1,700
|
)
|
|
|
|
|
Proceeds from sales of assets
|
|
|
12,949
|
|
|
|
5,520
|
|
|
|
8,959
|
|
|
|
4,507
|
|
Other
|
|
|
450
|
|
|
|
(3,666
|
)
|
|
|
(204
|
)
|
|
|
(2,133
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing
activities
|
|
|
(23,031
|
)
|
|
|
(110,661
|
)
|
|
|
(60,080
|
)
|
|
|
(61,259
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on capital lease
obligations
|
|
|
(3,088
|
)
|
|
|
(5,542
|
)
|
|
|
(5,442
|
)
|
|
|
(4,730
|
)
|
Borrowings on notes payable to banks
|
|
|
10,741
|
|
|
|
7,984
|
|
|
|
88,849
|
|
|
|
79,987
|
|
Repayments on notes payable to banks
|
|
|
(3,508
|
)
|
|
|
(93,073
|
)
|
|
|
(5,546
|
)
|
|
|
(79,987
|
)
|
Issuance of debt under credit
facilities
|
|
|
2,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of debt issuance
|
|
|
(50,248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to Sara Lee Corporation
|
|
|
(2,424,606
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of debt under credit
facilities
|
|
|
(106,625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Floating Rate Senior
Notes
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of bridge loan facility
|
|
|
(500,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from stock options
exercised
|
|
|
139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in bank
overdraft.
|
|
|
(274,551
|
)
|
|
|
275,385
|
|
|
|
|
|
|
|
|
|
Borrowings (repayments) on notes
payable to related entities
|
|
|
|
|
|
|
143,898
|
|
|
|
(113,359
|
)
|
|
|
(24,178
|
)
|
Net transactions with parent
companies
|
|
|
193,255
|
|
|
|
(1,251,962
|
)
|
|
|
4,499
|
|
|
|
(13,782
|
)
|
Net transactions with related
entities
|
|
|
(195,381
|
)
|
|
|
(259,026
|
)
|
|
|
(10,378
|
)
|
|
|
16,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing
activities
|
|
|
(253,872
|
)
|
|
|
(1,182,336
|
)
|
|
|
(41,377
|
)
|
|
|
(25,813
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in foreign
exchange rates on cash
|
|
|
(1,455
|
)
|
|
|
(171
|
)
|
|
|
1,231
|
|
|
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and
cash equivalents
|
|
|
(142,279
|
)
|
|
|
(782,547
|
)
|
|
|
406,645
|
|
|
|
384,338
|
|
Cash and cash equivalents at
beginning of year
|
|
|
298,252
|
|
|
|
1,080,799
|
|
|
|
674,154
|
|
|
|
289,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of
period
|
|
$
|
155,973
|
|
|
$
|
298,252
|
|
|
$
|
1,080,799
|
|
|
$
|
674,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Combined and Consolidated Financial
Statements.
F-6
(1) Background
On February 10, 2005, Sara Lee Corporation (Sara
Lee) announced an overall transformation plan to drive
long-term growth and performance, which included spinning off
Sara Lees apparel business in the Americas and Asia (the
Branded Apparel Americas and Asia Business). In
connection with the spin off, Sara Lee incorporated Hanesbrands
Inc., a Maryland corporation (Hanesbrands and,
together with its consolidated subsidiaries, the
Company), to which it would transfer the assets and
liabilities related to the Branded Apparel Americas and Asia
Business. On August 31, 2006, Sara Lee transferred to the
Company substantially all the assets and liabilities, at
historical cost, comprising the Branded Apparel Americas and
Asia Business.
On September 5, 2006, as a condition to the distribution to
Sara Lees stockholders of all of the outstanding shares of
the common stock of Hanesbrands, the Company distributed to Sara
Lee a cash dividend payment of $1,950,000 and repaid a loan from
Sara Lee in the amount of $450,000, and Sara Lee distributed to
its stockholders all of the outstanding shares of
Hanesbrands common stock, with each stockholder receiving
one share of Hanesbrands common stock for each eight
shares of Sara Lees common stock that they held as of the
August 18, 2006 record date. As a result of such
distribution, Sara Lee ceased to own any equity interest in the
Company and the Company became an independent, separately
traded, publicly held company.
The Combined and Consolidated Financial Statements reflect the
consolidated operations of Hanesbrands Inc. and its subsidiaries
as a separate, stand-alone entity subsequent to
September 5, 2006, in addition to the historical operations
of the Branded Apparel Americas and Asia Business which were
operated as part of Sara Lee prior to the spin off. These
Combined and Consolidated Financial Statements do not include
Sara Lees European branded apparel operations or its
private label business in the U.K. which have historically been
operated and managed separately from the Branded Apparel
Americas and Asia Business and have been or will be disposed of
separately by Sara Lee. Under Sara Lees ownership, certain
of the Branded Apparel Americas and Asia Businesss
operations were divisions of Sara Lee and not separate legal
entities, while the Branded Apparel Americas and Asia
Businesss foreign operations were subsidiaries of Sara
Lee. Because a direct ownership relationship did not exist among
the various units comprising the Branded Apparel Americas and
Asia Business prior to the spin off on September 5, 2006,
Sara Lees parent companies equity investment is
shown in lieu of stockholders equity in the Combined and
Consolidated Financial Statements. Subsequent to the spin off on
September 5, 2006, the Company began accumulating its
retained earnings and recognized the par value and
paid-in-capital
in connection with the issuance of approximately
96,306 shares of common stock.
Prior to the spin off on September 5, 2006, the Branded
Apparel Americas and Asia Business utilized the services of Sara
Lee for certain functions. These services included providing
working capital, as well as certain legal, finance, internal
audit, financial reporting, tax advisory, insurance, global
information technology, environmental matters and human resource
services, including various corporate-wide employee benefit
programs. The cost of these services has been allocated to the
Company and included in the Combined and Consolidated Financial
Statements for periods prior to the spin off on
September 5, 2006. The allocations were determined on the
basis which Sara Lee and the Branded Apparel Americas and Asia
Business considered to be reasonable reflections of the
utilization of services provided by Sara Lee. A more detailed
discussion of the relationship with Sara Lee prior to the spin
off on September 5, 2006, including a description of the
costs which have been allocated to the Branded Apparel Americas
and Asia Business, as well as the method of allocation, is
included in Note 19 to the Combined and Consolidated
Financial Statements.
Management believes the assumptions underlying the Combined and
Consolidated Financial Statements for these periods are
reasonable. However, the Combined and Consolidated Financial
Statements included
F-7
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
herein for the period through September 5, 2006 do not
necessarily reflect the Branded Apparel Americas and Asia
Businesss operations, financial position and cash flows in
the future or what its results of operations, financial position
and cash flows would have been had the Branded Apparel Americas
and Asia Business been a stand-alone company during the periods
presented.
On October 26, 2006, our Board of Directors approved a
change in our fiscal year end from the Saturday closest to
June 30 to the Saturday closest to December 31. As a
result of this change, the Combined and Consolidated Financial
Statements include presentation of the transition period
beginning on July 2, 2006 and ending on December 30,
2006. Fiscal years 2006, 2005 and 2004 included 52, 52, and
53-weeks,
respectively. Unless otherwise stated, references to years
relate to fiscal years.
The following table presents certain financial information for
the six months ended December 30, 2006 and
December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
December 30, 2006
|
|
|
December 31, 2005
|
|
|
|
|
|
|
(unaudited)
|
|
|
Net sales
|
|
$
|
2,250,473
|
|
|
$
|
2,319,839
|
|
Cost of sales
|
|
|
1,530,119
|
|
|
|
1,556,860
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
720,354
|
|
|
|
762,979
|
|
Selling, general and
administrative expenses
|
|
|
547,469
|
|
|
|
505,866
|
|
Gain on curtailment of
postretirement benefits
|
|
|
(28,467
|
)
|
|
|
|
|
Restructuring
|
|
|
11,278
|
|
|
|
(339
|
)
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
190,074
|
|
|
|
257,452
|
|
Other expenses
|
|
|
7,401
|
|
|
|
|
|
Interest expense, net
|
|
|
70,753
|
|
|
|
8,412
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
111,920
|
|
|
|
249,040
|
|
Income tax expense
|
|
|
37,781
|
|
|
|
60,424
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
74,139
|
|
|
$
|
188,616
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.77
|
|
|
$
|
1.96
|
|
Diluted
|
|
$
|
0.77
|
|
|
$
|
1.96
|
|
Weighted average shares
outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
96,309
|
|
|
|
96,306
|
|
Diluted
|
|
|
96,620
|
|
|
|
96,306
|
|
(2) Summary
of Significant Accounting Policies
|
|
(a)
|
Combination
and Consolidation
|
The Combined and Consolidated Financial Statements include the
accounts of the Company, its controlled subsidiary companies
which in general are majority owned entities, and the accounts
of variable interest entities (VIEs) for which the Company is
deemed the primary beneficiary, as defined by the Financial
Accounting Standards Boards (FASB) Interpretation
No. 46, Consolidation of Variable Interest Entities
(FIN 46) and related interpretations. Excluded
from the accounts of the Company are Sara Lee entities which
F-8
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
maintained legal ownership of certain of the Companys
divisions (Parent Companies) until the spinoff on
September 5, 2006. The results of companies acquired or
disposed of during the year are included in the Combined and
Consolidated Financial Statements from the effective date of
acquisition, or up to the date of disposal. All intercompany
balances and transactions have been eliminated in consolidation.
In January 2003, the FASB issued FIN 46, which addresses
consolidation by business enterprises of VIEs that either:
(1) do not have sufficient equity investment at risk to
permit the entity to finance its activities without additional
subordinated financial support, or (2) have equity
investors that lack an essential characteristic of a controlling
financial interest. Throughout calendar 2003, the FASB released
numerous proposed and final FASB Staff Positions (FSPs)
regarding FIN 46, which both clarified and modified
FIN 46s provisions. In December 2003, the FASB issued
Interpretation No. 46
(FIN 46-R),
which replaced FIN 46.
FIN 46-R
retains many of the basic concepts introduced in FIN 46;
however, it also introduced a new scope exception for certain
types of entities that qualify as a business as
defined in
FIN 46-R,
revised the method of calculating expected losses and residual
returns for determination of the primary beneficiary, included
new guidance for assessing variable interests, and codified
certain FSPs on FIN 46. The Company adopted the provisions
of
FIN 46-R
in 2004.
The Company assessed its business relationship and the
underlying contracts with certain vendors, as well as all other
investments in businesses historically accounted for under the
equity method, and determined that consolidation of certain VIEs
was required.
In June 2002, the Company entered into a fixed supply contract
with a third party sewing operation. The Company evaluated the
contract, and although the Company had no equity interest in the
business, it was determined that it was the primary beneficiary
and beginning in 2004, the Company consolidated the business. In
the first quarter of fiscal 2006, the terms of the supply
contract changed and the operation no longer qualified for
consolidation as a VIE. Beginning in 2005, the Company
consolidated a second VIE, an Israeli manufacturer and supplier
of yarn. The Company has a 49% ownership interest in the Israeli
joint venture, however, based upon certain terms of the supply
contract, the Company has a disproportionate share of expected
losses and residual returns. The Company continues to
consolidate this VIE through the six months ended
December 30, 2006.
The effect of consolidating the above mentioned VIEs was the
inclusion of $10,632 of total assets and $8,290 of total
liabilities at December 30, 2006, $13,589 of total assets
and $8,666 of total liabilities at July 1, 2006, and
$21,396 of total assets and $13,219 of total liabilities at
July 2, 2005 on the Combined and Consolidated Balance
Sheets.
In relation to the Companys ownership of the Israeli joint
venture, the Company reported a minority interest of $5,574,
$4,935 and $8,100 in the Other noncurrent
liabilities line of the Combined and Consolidated Balance
Sheets at December 30, 2006, July 1, 2006 and
July 2, 2005, respectively.
The preparation of Combined and Consolidated Financial
Statements in conformity with U.S. generally accepted
accounting principles requires management to make use of
estimates and assumptions that affect the reported amount of
assets and liabilities, certain financial statement disclosures
at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period.
Actual results may vary from these estimates.
F-9
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
|
|
(c)
|
Foreign
Currency Translation
|
Foreign currency-denominated assets and liabilities are
translated into U.S. dollars at exchange rates existing at
the respective balance sheet dates. Translation adjustments
resulting from fluctuations in exchange rates are recorded as a
separate component of other comprehensive loss within
stockholders or parent companies equity. The Company
translates the results of operations of its foreign operations
at the average exchange rates during the respective periods.
Gains and losses resulting from foreign currency transactions,
the amounts of which are not material for any of the periods
presented, are included in the Selling, general and
administrative expenses line of the Combined and
Consolidated Statements of Income.
|
|
(d)
|
Sales
Recognition and Incentives
|
The Company recognizes sales when title and risk of loss passes
to the customer. The Company records a sales reduction for
returns and allowances based upon historical return experience.
The Company earns royalty revenues through license agreements
with manufacturers of other consumer products that incorporate
certain of the Companys brands. The Company accrues
revenue earned under these contracts based upon reported sales
from the licensee. The Company offers a variety of sales
incentives to resellers and consumers of its products, and the
policies regarding the recognition and display of these
incentives within the Combined and Consolidated Statements of
Income are as follows:
Discounts,
Coupons, and Rebates
The Company recognizes the cost of these incentives at the later
of the date at which the related sale is recognized or the date
at which the incentive is offered. The cost of these incentives
is estimated using a number of factors, including historical
utilization and redemption rates. All cash incentives of this
type are included in the determination of net sales. The Company
includes incentives offered in the form of free products in the
determination of cost of sales.
Volume-Based
Incentives
These incentives typically involve rebates or refunds of cash
that are redeemable only if the reseller completes a specified
number of sales transactions. Under these incentive programs,
the Company estimates the anticipated rebate to be paid and
allocates a portion of the estimated cost of the rebate to each
underlying sales transaction with the customer. The Company
includes these amounts in the determination of net sales.
Cooperative
Advertising
Under these arrangements, the Company agrees to reimburse the
reseller for a portion of the costs incurred by the reseller to
advertise and promote certain of the Companys products.
The Company recognizes the cost of cooperative advertising
programs in the period in which the advertising and promotional
activity first takes place. The Company generally includes the
costs of these incentives in the determination of net sales,
unless certain criteria under EITF
01-09,
Accounting for Consideration Given by a Vendor to a
Customer, are met which would result in classification of
the costs in the Selling, general and administrative
expenses line of the Combined and Consolidated Statements
of Income.
F-10
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Fixtures
and Racks
Store fixtures and racks are periodically provided to resellers
to display Company products. The Company expenses the cost of
these fixtures and racks in the period in which they are
delivered to the resellers. The Company includes the costs of
these amounts in the determination of net sales.
Advertising costs, which include the development and production
of advertising materials and the communication of these
materials through various forms of media, are expensed in the
period the advertising first takes place. The Company recognized
advertising expense in the Selling, general and
administrative expenses caption in the Combined and
Consolidated Statements of Income of $99,786 in the six months
ended December 30, 2006, $190,934 in fiscal 2006, $179,980
in fiscal 2005 and $188,695 in fiscal 2004.
|
|
(f)
|
Shipping
and Handling Costs
|
Revenue received for shipping and handling costs is included in
net sales and was $11,711 in the six months ended
December 30, 2006, $20,405 in fiscal 2006, $14,504 in
fiscal 2005 and $14,418 in fiscal 2004. Shipping costs, that
comprise payments to third party shippers, and handling costs,
which consist of warehousing costs in the Companys various
distribution facilities, were $123,850 in the six months ended
December 30, 2006, $235,690 in fiscal 2006, $246,770 in
fiscal 2005 and $246,353 in fiscal 2004. The Company recognizes
shipping, handling and distribution costs in the Selling,
general and administrative expenses line of the Combined
and Consolidated Statements of Income.
The Company incurs expenses for printing catalogs for products
to aid in the Companys sales efforts. The Company
initially records these expenses as a prepaid item and charges
it against selling, general and administrative expenses over
time as the catalog is distributed into the stream of commerce.
Expenses are recognized at a rate that approximates historical
experience with regard to the timing and amount of sales
attributable to a catalog distribution.
|
|
(h)
|
Research
and Development
|
Research and development costs are expensed as incurred and are
included in the Selling, general and administrative
expenses line of the Combined and Consolidated Statements
of Income. Research and development expense was $23,460 in the
six months ended December 30, 2006, $54,571 in fiscal year
2006, $51,364 in fiscal year 2005, $53,120 in fiscal year 2004.
|
|
(i)
|
Cash
and Cash Equivalents
|
All highly liquid investments with a maturity of three months or
less at the time of purchase are considered to be cash
equivalents. Prior to the spin off from Sara Lee on
September 5, 2006, a significant portion of our cash and
cash equivalents were in the Companys bank accounts that
were part of Sara Lees global cash funding system. With
respect to accounts in the Sara Lee global cash funding system,
the bank had a right to offset the accounts of the Company
against the other Sara Lee accounts.
F-11
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
|
|
(j)
|
Accounts
Receivable Valuation
|
Accounts receivable are stated at their net realizable value.
The allowance for doubtful accounts reflects the Companys
best estimate of probable losses inherent in the receivables
portfolio determined on the basis of historical experience,
specific allowances for known troubled accounts and other
currently available information.
Inventories are stated at the lower of cost or market. Rebates,
discounts and other cash consideration received from a vendor
related to inventory purchases are reflected as reductions in
the cost of the related inventory item, and are therefore
reflected in cost of sales when the related inventory item is
sold. During the six months ended December 30, 2006, the
Company elected to convert all inventory valued by the
last-in,
first-out, or LIFO, method to the
first-in,
first-out, or FIFO, method. In accordance with the
Statement of Financial Accounting Standards (SFAS) No. 154,
Accounting Changes and Error Corrections (SFAS 154),
a change from the LIFO to FIFO method of inventory valuation
constitutes a change in accounting principle. Historically,
inventory valued under the LIFO method, which was 4% of total
inventories, would have the same value if measured under the
FIFO method. Therefore, the conversion has no retrospective
reporting impact.
Property is stated at historical cost and depreciation expense
is computed using the straight-line method over the lives of the
assets. Machinery and equipment is depreciated over periods
ranging from three to 25 years and buildings and building
improvements over periods of up to 40 years. A change in
the depreciable life is treated as a change in accounting
estimate and the accelerated depreciation is accounted for in
the period of change and future periods. Additions and
improvements that substantially extend the useful life of a
particular asset and interest costs incurred during the
construction period of major properties are capitalized. Repairs
and maintenance costs are expensed as incurred. Upon sale or
disposition of an asset, the cost and related accumulated
depreciation are removed from the accounts.
Property is tested for recoverability whenever events or changes
in circumstances indicate that its carrying value may not be
recoverable. Such events include significant adverse changes in
the business climate, several periods of operating or cash flow
losses, forecasted continuing losses or a current expectation
that an asset or an asset group will be disposed of before the
end of its useful life. Recoverability of property is evaluated
by a comparison of the carrying amount of an asset or asset
group to future net undiscounted cash flows expected to be
generated by the asset or asset group. If these comparisons
indicate that an asset is not recoverable, the impairment loss
recognized is the amount by which the carrying amount of the
asset exceeds the estimated fair value. When an impairment loss
is recognized for assets to be held and used, the adjusted
carrying amount of those assets is depreciated over its
remaining useful life. Restoration of a previously recognized
impairment loss is not permitted under U.S. generally
accepted accounting principles.
|
|
(m)
|
Trademarks
and Other Identifiable Intangible Assets
|
The primary identifiable intangible assets of the Company are
trademarks and computer software. Identifiable intangibles with
finite lives are amortized and those with indefinite lives are
not amortized. The estimated useful life of a finite-lived
intangible asset is based upon a number of factors, including
the effects of demand, competition, expected changes in
distribution channels and the level of maintenance expenditures
F-12
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
required to obtain future cash flows. Finite-lived trademarks
are being amortized over periods ranging from five to
30 years, while computer software is being amortized over
periods ranging from two to ten years.
Identifiable intangible assets that are subject to amortization
are evaluated for impairment using a process similar to that
used in evaluating elements of property. Identifiable intangible
assets not subject to amortization are assessed for impairment
at least annually and as triggering events occur. The impairment
test for identifiable intangible assets not subject to
amortization consists of comparing the fair value of the
intangible asset to its carrying amount. An impairment loss is
recognized for the amount by which the carrying value exceeds
the fair value of the asset. In assessing fair value, management
relies on a number of factors to discount anticipated future
cash flows including operating results, business plans and
present value techniques. Rates used to discount cash flows are
dependent upon interest rates and the cost of capital at a point
in time. There are inherent uncertainties related to these
factors and managements judgment in applying them to the
analysis of intangible asset impairment.
Goodwill is the amount by which the purchase price exceeds the
fair value of the assets acquired and liabilities assumed in a
business combination. When a business combination is completed,
the assets acquired and liabilities assumed are assigned to the
reporting unit or units of the Company given responsibility for
managing, controlling and generating returns on these assets and
liabilities. The Company has determined that the reporting units
are at the operating segment level. In many instances, all of
the acquired assets and assumed liabilities are assigned to a
single reporting unit and in these cases all of the goodwill is
assigned to the same reporting unit. In those situations in
which the acquired assets and liabilities are allocated to more
than one reporting unit, the goodwill to be assigned to each
reporting unit is determined in a manner similar to how the
amount of goodwill recognized in a business combination is
determined.
Goodwill is not amortized; however, it is assessed for
impairment at least annually and as triggering events occur. The
annual review is performed at the end of the second quarter of
each fiscal year. Recoverability of goodwill is evaluated using
a two-step process. The first step involves comparing the fair
value of a reporting unit to its carrying value. If the carrying
value of the reporting unit exceeds its fair value, the second
step of the process involves comparing the implied fair value to
the carrying value of the goodwill of that reporting unit. If
the carrying value of the goodwill of a reporting unit exceeds
the implied fair value of that goodwill, an impairment loss is
recognized in an amount equal to such excess.
In evaluating the recoverability of goodwill, it is necessary to
estimate the fair values of the reporting units. In making this
assessment, management relies on a number of factors to discount
anticipated future cash flows including operating results,
business plans and present value techniques. Rates used to
discount cash flows are dependent upon interest rates and the
cost of capital at a point in time. There are inherent
uncertainties related to these factors and managements
judgment in applying them to the analysis of goodwill impairment.
|
|
(o)
|
Stock-Based
Compensation
|
The employees of the Company participated in the stock-based
compensation plans of Sara Lee prior to the Companys spin
off on September 5, 2006. As a result of the spin off and
consistent with the terms of the awards under Sara Lees
plans, the outstanding Sara Lee stock options granted will
generally expire six months after the spin off date. In
connection with the spin off, vesting for all nonvested
service-based Sara Lee restricted stock units (RSUs)
was accelerated to the spin off date resulting in the
recognition of $5,447
F-13
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
of additional compensation expense for the six months ended
December 30, 2006. An insignificant number of
performance-based Sara Lee RSUs remained unvested through the
spin off date.
In connection with the spin off, the Company established the
Hanesbrands Inc. Omnibus Incentive Plan of 2006, the
(Hanesbrands OIP) to award stock options, stock
appreciation rights, restricted stock, restricted stock units,
deferred stock units, performance shares and cash to its
employees, non-employee directors and employees of its
subsidiaries to promote the interests of the Company and incent
performance and retention of employees.
On July 3, 2005, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment (SFAS No. 123(R))
using the modified prospective method. SFAS No. 123(R)
requires companies to recognize the cost of employee services
received in exchange for awards of equity instruments based upon
the grant date fair value of those awards. Under the modified
prospective method of adopting SFAS No. 123(R), the
Company recognized compensation cost for all share-based
payments granted after July 3, 2005, plus any awards
granted to employees prior to July 3, 2005 that remained
unvested at that time. Under this method of adoption, no
restatement of prior periods is required. The cumulative effect
of adopting SFAS No. 123(R) was immaterial in fiscal
2006.
Prior to July 3, 2005, the Company recognized the cost of
employee services received in exchange for Sara Lee equity-based
instruments in accordance with Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to
Employees (APB No. 25). APB No. 25 required the
use of the intrinsic value method, which measures compensation
cost as the excess, if any, of the quoted market price of the
stock over the amount the employee must pay for the stock.
Compensation expense for substantially all equity-based awards
was measured under APB No. 25 on the date the awards were
granted. Under APB No. 25, no compensation expense has been
recognized for stock options, replacement stock options and
shares purchased by our employees under the Sara Lee Employee
Stock Purchase Plan (Sara Lee ESPP) during the years prior to
fiscal 2006. Compensation expense was recognized under APB
No. 25 for the cost of Sara Lee RSUs granted to employees
during the years prior to 2006.
During 2005 and 2004, had the cost of employee services received
in exchange for equity instruments been recognized based on the
grant-date fair value of those instruments in accordance with
the provisions of Statement of Financial Accounting Standards
No. 123, Accounting for Stock-based Compensation
(SFAS 123), the Companys net income would have been
impacted as shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2005
|
|
|
2004
|
|
|
Reported net income
|
|
$
|
218,509
|
|
|
$
|
449,552
|
|
Plus stock-based
employee compensation included in reported net income, net of
related tax effects
|
|
|
6,606
|
|
|
|
4,270
|
|
Less total stock-based
employee compensation expense determined under the fair-value
method for all awards, net of related tax effects
|
|
|
(10,854
|
)
|
|
|
(9,402
|
)
|
|
|
|
|
|
|
|
|
|
Pro forma net income
|
|
$
|
214,261
|
|
|
$
|
444,420
|
|
|
|
|
|
|
|
|
|
|
For the periods prior to the spin off on September 5, 2006,
income taxes were prepared on a separate return basis as if the
Company had been a group of separate legal entities. As a
result, actual tax transactions that would not have occurred had
the Company been a separate entity have been eliminated in the
preparation
F-14
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
of Combined and Consolidated Financial Statements for such
periods. Until the Company entered into a tax sharing agreement
with Sara Lee in connection with the spin off, there was no
formal tax sharing agreement between the Company and Sara Lee.
The tax sharing agreement allocates responsibilities between the
Company and Sara Lee for taxes and certain other tax matters.
Under the tax sharing agreement, Sara Lee generally is liable
for all U.S. federal, state, local and foreign income taxes
attributable to the Company with respect to taxable periods
ending on or before September 5, 2006. Sara Lee also is
liable for income taxes attributable to the Company with respect
to taxable periods beginning before September 5, 2006 and
ending after September 5, 2006, but only to the extent
those taxes are allocable to the portion of the taxable period
ending on September 5, 2006. The Company is generally
liable for all other taxes attributable to it. Changes in the
amounts payable or receivable by the Company under the
stipulations of this agreement may impact the Companys
financial position and cash flows in any period.
Within 180 days after Sara Lee files its final consolidated
tax return for the period that includes September 5, 2006,
Sara Lee is required to deliver to the Company a computation of
the amount of deferred taxes attributable to the Companys
United States and Canadian operations that would be included on
the Companys balance sheet as of September 6, 2006.
If substituting the amount of deferred taxes as finally
determined for the amount of estimated deferred taxes that were
included on that balance sheet at the time of the spin off
causes a decrease in the net book value reflected on that
balance sheet, then Sara Lee will be required to pay the Company
the amount of such decrease. If such substitution causes an
increase in the net book value reflected on that balance sheet,
then the Company will be required to pay Sara Lee the amount of
such increase. For purposes of this computation, the
Companys deferred taxes are the amount of deferred tax
benefits (including deferred tax consequences attributable to
deductible temporary differences and carryforwards) that would
be recognized as assets on the Companys balance sheet
computed in accordance with GAAP, but without regard to
valuation allowances, less the amount of deferred tax
liabilities (including deferred tax consequences attributable to
deductible temporary differences) that would be recognized as
liabilities on the Companys balance sheet computed in
accordance with GAAP, but without regard to valuation
allowances. Neither the Company nor Sara Lee will be required to
make any other payments to the other with respect to deferred
taxes.
Deferred taxes are recognized for the future tax effects of
temporary differences between financial and income tax reporting
using tax rates in effect for the years in which the differences
are expected to reverse. Given continuing losses in certain
jurisdictions in which the Company operates on a separate return
basis, a valuation allowance has been established for the
deferred tax assets in these specific locations. Net operating
loss carryforwards, charitable contribution carryforwards and
capital loss carryforwards have been determined in these
Combined and Consolidated Financial Statements as if the Company
had been a group of legal entities separate from Sara Lee, which
results in different carryforward amounts than those shown by
Sara Lee. Prior to the spin off, Sara Lee periodically estimated
the probable tax obligations using historical experience in tax
jurisdictions and informed judgments. There are inherent
uncertainties related to the interpretation of tax regulations
in the jurisdictions in which the Company transacts business.
The judgments and estimates made at a point in time may change
based on the outcome of tax audits, as well as changes to or
further interpretations of regulations. The Company adjusts its
income tax expense in the period in which these events occur. If
such changes take place, there is a risk that the tax rate may
increase or decrease in any period.
|
|
(q)
|
Financial
Instruments
|
The Company uses financial instruments, including forward
exchange, option and swap contracts, to manage its exposures to
movements in interest rates, foreign exchange rates and
commodity prices. The use of
F-15
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
these financial instruments modifies the exposure of these risks
with the intent to reduce the risk or cost to the Company. The
Company does not use derivatives for trading purposes and is not
a party to leveraged derivative contracts.
The Company formally documents its hedge relationships,
including identifying the hedging instruments and the hedged
items, as well as its risk management objectives and strategies
for undertaking the hedge transaction. This process includes
linking derivatives that are designated as hedges of specific
assets, liabilities, firm commitments or forecasted
transactions. The Company also formally assesses, both at
inception and at least quarterly thereafter, whether the
derivatives that are used in hedging transactions are highly
effective in offsetting changes in either the fair value or cash
flows of the hedged item. If it is determined that a derivative
ceases to be a highly effective hedge, or if the anticipated
transaction is no longer likely to occur, the Company
discontinues hedge accounting, and any deferred gains or losses
are recorded in the Selling, general and administrative
expenses line of the Combined and Consolidated Financial
Statements.
Derivatives are recorded in the Combined and Consolidated
Balance Sheets at fair value in other assets and other
liabilities. The fair value is based upon either market quotes
for actively traded instruments or independent bids for
nonexchange traded instruments.
On the date the derivative is entered into, the Company
designates the type of derivative as a fair value hedge, cash
flow hedge, net investment hedge or a natural hedge, and
accounts for the derivative in accordance with its designation.
Natural
Hedge
A derivative used as a hedging instrument whose change in fair
value is recognized to act as an economic hedge against changes
in the values of the hedged item is designated a natural hedge.
For derivatives designated as natural hedges, changes in fair
value are reported in earnings in the Selling, general and
administrative expenses line of the Combined and
Consolidated Statements of Income. Forward exchange contracts
are recorded as natural hedges when the hedged item is a
recorded asset or liability that is revalued in each accounting
period, in accordance with SFAS No. 52, Foreign
Currency Translation.
Cash Flow
Hedge
A hedge of a forecasted transaction or of the variability of
cash flows to be received or paid related to a recognized asset
or liability is designated as a cash flow hedge. The effective
portion of the change in the fair value of a derivative that is
designated as a cash flow hedge is recorded in the
Accumulated other comprehensive loss line of the
Combined and Consolidated Balance Sheets. When the hedged item
affects the income statement, the gain or loss included in
accumulated other comprehensive income (loss) is reported on the
same line in the Combined and Consolidated Statements of Income
as the hedged item. In addition, both the fair value of changes
excluded from the Companys effectiveness assessments and
the ineffective portion of the changes in the fair value of
derivatives used as cash flow hedges are reported in the
Selling, general and administrative expenses line in
the Combined and Consolidated Statements of Income.
|
|
(r)
|
Business
Acquisitions
|
All business acquisitions have been accounted for under the
purchase method. Cash, the fair value of other assets
distributed, securities issued unconditionally, and amounts of
consideration that are determinable at the date of acquisition
are included in determining the cost of an acquired business.
F-16
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
In November 2006, the Company acquired an Asian sewing
production facility for $6,666 in cash and the assumption of
$3,560 of debt. Goodwill of $2,766 was recognized as a result of
the purchase price exceeding the fair value of the assets and
liabilities acquired.
In September 2005, the Company acquired a domestic yarn and
textile production company for $2,436 in cash and the assumption
of $84,000 of debt. The fair value of the assets acquired, net
of liabilities assumed, approximated the purchase price based
upon preliminary valuations and no goodwill was recognized as a
result of the transaction. In fiscal 2005, purchases from the
acquired business accounted for approximately 18% of the
Companys total cost of sales. Following the acquisition,
substantially all of the yarn and textiles produced by the
acquired business have been used in products produced by the
Company, and those that were not have been sold to third parties.
|
|
(s)
|
Recently
Issued Accounting Standards
|
Accounting
for Uncertainty in Income Taxes
In June 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes: An Interpretation
of FASB Statement No. 109 (FIN No. 48). This
interpretation clarifies the accounting for uncertainty in
income taxes recognized in an entitys financial statements
in accordance with SFAS No. 109. FIN No. 48
prescribes a recognition threshold and measurement principles
for the financial statement recognition and measurement of tax
positions taken or expected to be taken on a tax return. This
interpretation is effective for fiscal years beginning after
December 15, 2006 and as such, the Company will adopt
FIN No. 48 in 2007. Since the Company is not liable
for income taxes related to taxable periods prior to
September 5, 2006, the Company believes the impact of this
interpretation is mitigated, however the Companys
evaluation is not complete.
Fair
Value Measurements
The FASB has issued FAS 157, Fair Value Measurements, or
SFAS 157, which provides guidance for using
fair value to measure assets and liabilities. The standard also
responds to investors requests for more information about
(1) the extent to which companies measure assets and
liabilities at fair value, (2) the information used to
measure fair value, and (3) the effect that fair-value
measurements have on earnings. SFAS 157 will apply whenever
another standard requires (or permits) assets or liabilities to
be measured at fair value. The standard does not expand the use
of fair value to any new circumstances. SFAS 157 is
effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods
within those fiscal years. The Company is currently evaluating
the impact of SFAS 157 on its results of operations and
financial position.
Pension
and Other Postretirement Benefits
In September 2006, the FASB issued SFAS No. 158,
Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans (an amendment of FASB Statements
No. 87, 88, 106, and 132R), or SFAS 158.
SFAS 158 requires an employer to recognize in its statement
of financial position an asset for a plans over funded
status, or a liability for a plans under funded status,
measure a plans assets and its obligations that determine
its funded status as of the end of the employers fiscal
year (with limited exceptions), and recognize changes in the
funded status of a defined benefit postretirement plan in the
year in which the changes occur. Those changes will be reported
in comprehensive loss and as a separate component of
stockholders equity. The Company adopted the provision to
recognize the funded status of a benefit plan and the disclosure
requirements during the six months ended December 30, 2006.
The requirement to measure
F-17
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
plan assets and benefit obligations as of the date of the
employers fiscal year-end is effective for fiscal years
ending after December 15, 2008.
A revision to the balance sheet classification was made to the
fiscal 2006 and 2005 Combined and Consolidated Balance Sheets
for the allowance for product returns of $12,811 and $20,153 for
fiscal 2006 and 2005, respectively, which had previously been
included in accounts receivable but has been reclassified into
accrued liabilities. This revision had no impact on the
Companys previously reported net income or parent
companies equity.
(3) Stock-Based
Compensation
The Company established the Hanesbrands OIP to award stock
options, stock appreciation rights, restricted stock, restricted
stock units, deferred stock units, performance shares and cash
to its employees, non-employee directors and employees of its
subsidiaries to promote the interests of the Company and incent
performance and retention of employees.
On September 26, 2006, a number of awards were made to
employees and non-employee directors under the Hanesbrands OIP.
Two categories of these awards are intended to replace award
values that employees would have received under Sara Lee
incentive plans before the spin off. Three other categories of
these awards were to attract and retain certain employees,
including the Companys 2006 annual awards.
Stock
Options
The exercise price of each stock option equals the market price
of Hanesbrands stock on the date of grant. Options can
generally be exercised over a term of between five and seven
years. Options vest ratably over two to three years with the
exception of one category of award which vested immediately upon
grant. The fair value of each option grant is estimated on the
date of grant using the Black-Scholes option-pricing model using
the following weighted average assumptions: weighted average
expected volatility of 30%; weighted average expected term of
3.7 years; expected dividend yield of 0%; and risk-free
interest rate ranging from 4.52% to 4.59%, with a weighted
average of 4.55%.
The Company uses the volatility of peer companies for a period
of time that is comparable to the expected life of the option to
determine volatility assumptions. The Company utilized the
simplified method outlined in SEC Staff Accounting
Bulletin No. 107 to estimate expected lives for
options granted during the period.
F-18
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
A summary of the changes in stock options outstanding to the
Companys employees under the Hanesbrands OIP during the
six months ended December 30, 2006 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
Contractual
|
|
|
|
|
|
|
Exercise
|
|
|
Intrinsic
|
|
|
Term
|
|
|
|
Shares
|
|
|
Price
|
|
|
Value
|
|
|
(Years)
|
|
|
Options outstanding at
July 1, 2006
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Granted
|
|
|
2,955
|
|
|
|
22.37
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
6
|
|
|
|
22.37
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at
December 30, 2006
|
|
|
2,949
|
|
|
$
|
22.37
|
|
|
$
|
3,686
|
|
|
|
5.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at
December 30, 2006
|
|
|
1,117
|
|
|
$
|
22.37
|
|
|
$
|
1,397
|
|
|
|
4.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were 1,123 options that vested during the six months ended
December 30, 2006. As of December 30, 2006, the
Company had unrecognized compensation expense related to stock
option awards of $9,211. The total intrinsic value of options
that were exercised during the six months ended
December 30, 2006 was $8. The weighted average fair value
of individual options granted during the six months ended
December 30, 2006 was $6.55.
Stock
Unit Awards
Restricted stock units (RSUs) of Hanesbrands stock are
granted to certain Company employees and non-employee directors
to incent performance and retention over periods ranging from
one to three years. Upon the achievement of defined goals, the
RSUs are converted into shares of the Companys common
stock on a
one-for-one
basis and issued to the grantees. All RSUs which have been
granted under the Hanesbrands OIP vest solely upon continued
future service to the Company. The cost of these awards is
determined using the fair value of the shares on the date of
grant, and compensation expense is recognized over the period
during which the grantees provide the requisite service to the
Company. A summary of the changes in the restricted stock unit
awards outstanding under the Hanesbrands OIP during the six
months ended December 30, 2006 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
Remaining
|
|
|
|
|
|
|
Grant-Date
|
|
|
Intrinsic
|
|
|
Contractual
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Value
|
|
|
Term (Years)
|
|
|
Nonvested share units at
July 1, 2006
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Granted
|
|
|
1,546
|
|
|
|
22.37
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested share units at
December 30, 2006
|
|
|
1,546
|
|
|
$
|
22.37
|
|
|
$
|
36,516
|
|
|
|
2.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable share units at
December 30, 2006
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
As of December 30, 2006, the Company had unrecognized
compensation expense related to stock unit awards of $27,380.
F-19
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
For all share-based payments under the Hanesbrands OIP, during
the six months ended December 30, 2006 the Company
recognized total compensation expense of $10,176 and recognized
a deferred tax benefit of $3,842. The Company satisfies the
requirement for common shares for share-based payments to
employees pursuant to the Hanesbrands OIP by issuing newly
authorized shares.
The employees of the Company participated in the stock-based
compensation plans of Sara Lee prior to the Companys spin
off on September 5, 2006. As a result of the spin off and
consistent with the terms of the awards under Sara Lees
plans, the outstanding Sara Lee stock options granted will
generally expire six months after the spin off date. In
connection with the spin off, vesting for all nonvested
service-based Sara Lee RSUs was accelerated to the spin off date
resulting in the recognition of $5,447 of additional
compensation expense for the six months ended December 30,
2006. An insignificant number of performance-based Sara Lee RSUs
remained unvested through the spin off date.
(4) Restructuring
The reported results for the six months ended December 30,
2006 and years ended July 1, 2006, July 2, 2005 and
July 3, 2004 reflect amounts recognized for restructuring
actions, including the impact of certain actions that were
completed for amounts more favorable than previously estimated.
The impact of restructuring on income before income taxes is
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Restructuring programs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended December 30,
2006 Restructuring actions
|
|
$
|
33,289
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Fiscal year 2006 Restructuring
actions
|
|
|
(398
|
)
|
|
|
4,119
|
|
|
|
|
|
|
|
|
|
Fiscal year 2005 Restructuring
actions
|
|
|
(504
|
)
|
|
|
(2,700
|
)
|
|
|
54,012
|
|
|
|
|
|
Fiscal year 2004 Restructuring
actions
|
|
|
90
|
|
|
|
(963
|
)
|
|
|
(2,352
|
)
|
|
|
29,014
|
|
Business Reshaping
|
|
|
|
|
|
|
(557
|
)
|
|
|
(133
|
)
|
|
|
(1,548
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in income
before income taxes
|
|
$
|
32,477
|
|
|
$
|
(101
|
)
|
|
$
|
51,527
|
|
|
$
|
27,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table illustrates where the costs (income)
associated with these actions are recognized in the Combined and
Consolidated Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Cost of sales
|
|
$
|
21,199
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Selling, general and
administrative expenses
|
|
|
|
|
|
|
|
|
|
|
4,549
|
|
|
|
|
|
Restructuring
|
|
|
11,278
|
|
|
|
(101
|
)
|
|
|
46,978
|
|
|
|
27,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in income
before income taxes
|
|
$
|
32,477
|
|
|
$
|
(101
|
)
|
|
$
|
51,527
|
|
|
$
|
27,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-20
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The impact of these costs (income) on the Companys
business segments is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Innerwear
|
|
$
|
8,063
|
|
|
$
|
(148
|
)
|
|
$
|
19,735
|
|
|
$
|
7,904
|
|
Outerwear
|
|
|
22,879
|
|
|
|
(416
|
)
|
|
|
17,437
|
|
|
|
5,684
|
|
Hosiery
|
|
|
2,228
|
|
|
|
(57
|
)
|
|
|
2,986
|
|
|
|
2,420
|
|
International
|
|
|
(23
|
)
|
|
|
(895
|
)
|
|
|
4,536
|
|
|
|
8,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in business
segment operating profit
|
|
|
33,147
|
|
|
|
(1,516
|
)
|
|
|
44,694
|
|
|
|
24,922
|
|
Decrease (increase) in general
corporate expenses
|
|
|
(670
|
)
|
|
|
1,415
|
|
|
|
6,833
|
|
|
|
2,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in operating
profit
|
|
$
|
32,477
|
|
|
$
|
(101
|
)
|
|
$
|
51,527
|
|
|
$
|
27,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended December 30, 2006 Restructuring
Actions
During the six months ended December 30, 2006, the Company,
in connection with its plans to migrate portions of its
manufacturing operations to lower-cost manufacturing facilities,
to improve alignment of sewing operations with the flow of
textiles and to consolidate production capacity, approved
various actions that will result in the closure of seven
facilities. The seven facilities include four textile and sewing
plants in the United States, Puerto Rico and Mexico and the
three distribution centers in the United States. All actions are
expected to be completed within a
12-month
period. The net impact of these actions was to reduce income
before income taxes by $33,289.
|
|
|
|
|
$12,090 of the net charge represents costs associated with the
planned termination of 2,989 employees for employee termination
and other benefits in accordance with benefit plans previously
communicated to the affected employee group. This charge is
reflected in the Restructuring line of the Combined
and Consolidated Statement of Income. As of December 30,
2006, 2,082 employees had been terminated and the severance
obligation remaining in accrued liabilities on the Combined and
Consolidated Balance Sheet was $5,334.
|
|
|
|
$21,199 of the net charge represents accelerated depreciation of
buildings and equipment for the period between the date on which
the action was approved and actual closure of the facilities.
This charge is reflected in the Cost of Sales line
of the Combined and Consolidated Statement of Income.
|
The following table summarizes the charges taken for the
restructuring activities approved during the six months ended
December 30, 2006 and the related status as of
December 30, 2006. Any accrued amounts remaining as of
December 30, 2006 represent those cash expenditures
necessary to satisfy remaining obligations, which will be paid
in the next year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
Restructuring
|
|
|
|
Restructuring
|
|
|
|
|
|
|
|
|
as of
|
|
|
|
Costs
|
|
|
Non-cash
|
|
|
Cash
|
|
|
December 30,
|
|
|
|
Recognized
|
|
|
Charges
|
|
|
Payments
|
|
|
2006
|
|
|
Employee termination and other
benefits
|
|
$
|
12,090
|
|
|
$
|
(15
|
)
|
|
$
|
(6,741
|
)
|
|
$
|
5,334
|
|
Accelerated depreciation
|
|
|
21,199
|
|
|
|
(21,199
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
33,289
|
|
|
$
|
(21,214
|
)
|
|
$
|
(6,741
|
)
|
|
$
|
5,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-21
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The following table summarizes planned and actual employee
terminations by location and business segment as of
December 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Employees
|
|
Innerwear
|
|
|
Outerwear
|
|
|
Hosiery
|
|
|
Total
|
|
|
United States
|
|
|
714
|
|
|
|
263
|
|
|
|
143
|
|
|
|
1,120
|
|
Mexico
|
|
|
|
|
|
|
1,869
|
|
|
|
|
|
|
|
1,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
714
|
|
|
|
2,132
|
|
|
|
143
|
|
|
|
2,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actions completed
|
|
|
|
|
|
|
1,997
|
|
|
|
85
|
|
|
|
2,082
|
|
Actions remaining
|
|
|
714
|
|
|
|
135
|
|
|
|
58
|
|
|
|
907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
714
|
|
|
|
2,132
|
|
|
|
143
|
|
|
|
2,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year 2006 Restructuring Actions
During 2006, the Company approved a series of actions to exit
certain defined business activities and to lower its cost
structure. Each of these actions is to be completed within a
12-month
period after being approved. The net impact of these actions was
to reduce income before income taxes by $4,119 in fiscal 2006.
The charge represents costs associated with terminating 460
employees and providing them with severance benefits in
accordance with benefits previously communicated to the affected
employee group. The specific locations of these employees are
summarized in a table contained in this note. This charge is
reflected in the Restructuring line of the Combined
and Consolidated Statement of Income. As of December 30,
2006, 355 employees had been terminated and the severance
obligation remaining in accrued liabilities on the Combined and
Consolidated Balance Sheet was $1,858.
The following table summarizes the charges taken for the
restructuring actions approved during 2006 and the related
status as of December 30, 2006. Any accrued amounts
remaining as of December 30, 2006 represent those cash
expenditures necessary to satisfy remaining obligations, which
will be primarily paid in the next year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
Restructuring as of
|
|
|
|
Restructuring
|
|
|
Non-Cash
|
|
|
Cash
|
|
|
December 30,
|
|
|
|
Recognized
|
|
|
Charges
|
|
|
Payments
|
|
|
2006
|
|
|
Employee termination and other
benefits
|
|
$
|
3,721
|
|
|
$
|
|
|
|
$
|
(1,863
|
)
|
|
$
|
1,858
|
|
The following table summarizes planned and actual employee
terminations by location and business segment as of
December 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Employees
|
|
Innerwear
|
|
|
Outerwear
|
|
|
International
|
|
|
Corporate
|
|
|
Total
|
|
|
United States
|
|
|
170
|
|
|
|
70
|
|
|
|
|
|
|
|
44
|
|
|
|
284
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
176
|
|
|
|
|
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
70
|
|
|
|
176
|
|
|
|
44
|
|
|
|
460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actions completed
|
|
|
78
|
|
|
|
70
|
|
|
|
176
|
|
|
|
31
|
|
|
|
355
|
|
Actions remaining
|
|
|
92
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
70
|
|
|
|
176
|
|
|
|
44
|
|
|
|
460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-22
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Fiscal
Year 2005 Restructuring Actions
During 2005, the Company approved a series of actions to exit
certain defined business activities and to lower its cost
structure. Each of these actions was to be completed within a
12-month
period after being approved. In 2005 these actions reduced
income before income taxes by $54,012.
During 2006, certain of these actions were completed for amounts
more favorable than originally estimated. As a result, costs
previously accrued were adjusted and resulted in an increase of
$2,700 to income before income taxes. The $2,700 consists of a
credit for employee termination benefits and resulted from
actual costs to settle the obligations being lower than
expected. The adjustment is reflected in the
Restructuring line of the Combined and Consolidated
Statement of Income.
During the six months ended December 30, 2006, certain of
these actions were completed for amounts more favorable than
originally estimated. As a result, costs previously accrued were
adjusted and resulted in an increase of $504 to income before
income taxes. The $504 consists of a credit for employee
termination benefits and resulted from actual costs to settle
obligations being lower than expected. The adjustment is
reflected in the Restructuring line of the Combined
and Consolidated Statement of Income.
After combining the amounts recognized in the six months ended
December 30, 2006, in fiscal year 2006, and fiscal year
2005, the restructuring actions completed by the Company under
these plans reduced income before income taxes by a total of
$50,808. This charge reflects the cost associated with
terminating 1,012 employees and providing them with severance
benefits in accordance with existing benefit plans or local
employment laws. The specific location of these employees is
summarized in a table contained in this note. This cumulative
charge is reflected in the Restructuring line in the
Combined and Consolidated Statements of Income for the six
months ended December 30, 2006, fiscal 2006 and fiscal
2005. As of the end of the six months ended December 30,
2006, all of the employees have been terminated and the
severance obligation remaining in accrued liabilities on the
Combined and Consolidated Balance Sheet was $8,027.
The following table summarizes the charges taken for the
restructuring actions approved during 2005 and the related
status as of December 30, 2006. Any accrued amounts
remaining as of December 30, 2006 represent those cash
expenditures necessary to satisfy remaining obligations, which
will be primarily paid in the next year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
Restructuring as of
|
|
|
|
Restructuring
|
|
|
Non-Cash
|
|
|
Cash
|
|
|
December 30,
|
|
|
|
Recognized
|
|
|
Charges
|
|
|
Payments
|
|
|
2006
|
|
|
Employee termination and other
benefits
|
|
$
|
43,418
|
|
|
$
|
|
|
|
$
|
(35,391
|
)
|
|
$
|
8,027
|
|
Noncancelable lease and other
contractual obligations
|
|
|
2,841
|
|
|
|
|
|
|
|
(2,841
|
)
|
|
|
|
|
Accelerated depreciation
|
|
|
4,549
|
|
|
|
(4,549
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50,808
|
|
|
$
|
(4,549
|
)
|
|
$
|
(38,232
|
)
|
|
$
|
8,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The following table summarizes planned and actual employee
terminations by location and business segment: All actions were
completed as of December 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Employees
|
|
Innerwear
|
|
|
Outerwear
|
|
|
Hosiery
|
|
|
International
|
|
|
Corporate
|
|
|
Total
|
|
|
United States
|
|
|
198
|
|
|
|
84
|
|
|
|
69
|
|
|
|
|
|
|
|
336
|
|
|
|
687
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186
|
|
|
|
|
|
|
|
186
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139
|
|
|
|
|
|
|
|
139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198
|
|
|
|
84
|
|
|
|
69
|
|
|
|
325
|
|
|
|
336
|
|
|
|
1,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
Year 2004 Restructuring Actions
During 2004, the Company approved a series of actions to exit
certain defined business activities and lower its cost
structure. In 2004, these actions reduced income before income
taxes by $29,014.
During 2005 and 2006, certain of these actions were completed
for amounts more favorable than originally estimated. As a
result, during 2005 and 2006, costs previously accrued were
adjusted and resulted in an increase of $2,352 and $963 to
income before income taxes, respectively. The $2,352 and the
$963 are composed of credits for employee termination benefits
and resulted from the actual costs to settle termination
obligations being lower than expected and certain employees
originally targeted for termination not being severed as
originally planned. This adjustment is reflected in the
Restructuring line of the respective years Combined
and Consolidated Statements of Income.
During the six months ended December 30, 2006, certain of
the termination benefits required additional funding above the
original estimates, resulting in additional charges of $90 for
employee termination benefits. The adjustment is reflected in
the Restructuring line of the Combined and
Consolidated Statement of Income.
After combining the amounts recognized in the six months ended
December 30, 2006 and the fiscal years 2006, 2005, and
2004, the restructuring actions completed by the Company under
these action plans reduced income before income taxes by a total
of $25,789. This charge reflects the cost associated with
terminating 4,425 employees and providing them with severance
benefits in accordance with existing benefit plans or local
employment laws. The specific location of these employees is
summarized in a table contained in this note. This cumulative
charge is reflected in the Restructuring line in the
Combined and Consolidated Statements of Income for fiscal years
2006, 2005 and 2004. As of the end of the six months ended
December 30, 2006, all of the employees have been
terminated and the severance obligation remaining in accrued
liabilities on the Combined and Consolidated Balance Sheet was
$36.
The following table summarizes the cumulative charges taken for
the restructuring actions approved during 2004 and the related
status as of December 30, 2006. Any accrued amounts
remaining as of the end of 2006 represent those cash
expenditures necessary to satisfy remaining obligations, which
will be primarily paid in the next year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
|
|
|
|
Cumulative
|
|
|
|
|
|
Restructuring as of
|
|
|
|
Restructuring
|
|
|
Cash
|
|
|
December 30,
|
|
|
|
Recognized
|
|
|
Payments
|
|
|
2006
|
|
|
Employee termination and other
benefits
|
|
$
|
25,789
|
|
|
$
|
(25,753
|
)
|
|
$
|
36
|
|
F-24
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The following table summarizes the employee terminations by
location and business segment. All actions were completed as of
December 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Puerto Rico
|
|
|
|
|
|
|
United
|
|
|
and
|
|
|
|
|
Number of Employees
|
|
States
|
|
|
Latin America
|
|
|
Total
|
|
|
Innerwear
|
|
|
319
|
|
|
|
950
|
|
|
|
1,269
|
|
Outerwear
|
|
|
46
|
|
|
|
2,549
|
|
|
|
2,595
|
|
Hosiery
|
|
|
185
|
|
|
|
|
|
|
|
185
|
|
International
|
|
|
|
|
|
|
353
|
|
|
|
353
|
|
Corporate
|
|
|
23
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
573
|
|
|
|
3,852
|
|
|
|
4,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
Reshaping
Beginning in the second quarter of 2001, the Companys
management approved a series of actions to exit certain defined
business activities. The final series of actions was approved in
the second quarter of 2002. Each of these actions was to be
completed in a
12-month
period after being approved. All actions included in this
program have been completed.
During the six months ended December 30, 2006, cash
payments of $84 were made for obligations related to these
actions, resulting in an ending accrual balance of $1,774 at
December 30, 2006.
(5) Inventories
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Raw materials
|
|
$
|
111,503
|
|
|
$
|
104,728
|
|
|
$
|
93,813
|
|
Work in process
|
|
|
197,645
|
|
|
|
196,170
|
|
|
|
181,556
|
|
Finished goods
|
|
|
907,353
|
|
|
|
935,688
|
|
|
|
987,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,216,501
|
|
|
$
|
1,236,586
|
|
|
$
|
1,262,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-25
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
(6) Property,
Net
Property is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Land
|
|
$
|
22,234
|
|
|
$
|
29,023
|
|
|
$
|
22,033
|
|
Buildings and improvements
|
|
|
412,558
|
|
|
|
463,146
|
|
|
|
405,277
|
|
Machinery and equipment
|
|
|
1,154,329
|
|
|
|
1,124,517
|
|
|
|
1,138,428
|
|
Construction in progress
|
|
|
22,928
|
|
|
|
32,235
|
|
|
|
41,005
|
|
Capital leases
|
|
|
19,787
|
|
|
|
25,966
|
|
|
|
28,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,631,836
|
|
|
|
1,674,887
|
|
|
|
1,635,101
|
|
Less accumulated depreciation
|
|
|
1,074,970
|
|
|
|
1,057,866
|
|
|
|
1,076,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, net
|
|
$
|
556,866
|
|
|
$
|
617,021
|
|
|
$
|
558,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total depreciation expense recognized in the six months
ended December 30, 2006 and fiscal years ended 2006, 2005
and 2004, was $69,946, $105,173, $108,791 and $105,517,
respectively.
(7) Notes Payable
to Banks
The Company had the following short-term obligations at
December 30, 2006, July 1, 2006 and July 2, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
|
|
|
Interest
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
Rate
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
364-day
credit facility
|
|
|
3.16
|
%
|
|
$
|
|
|
|
$
|
|
|
|
$
|
81,972
|
|
Short term revolving facility in
China
|
|
|
5.02
|
%
|
|
|
6,554
|
|
|
|
3,471
|
|
|
|
|
|
Other
|
|
|
8.22
|
%
|
|
|
7,710
|
|
|
|
|
|
|
|
1,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,264
|
|
|
$
|
3,471
|
|
|
$
|
83,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended December 30, 2006, the Company
amended its short-term revolving facility arrangement with a
Chinese branch of a U.S. bank. The facility, renewable
annually, was initially in the amount of RMB 30 million and
was increased to RMB 56 million ($7,168) as of
December 30, 2006. Borrowings under the facility accrue
interest at the prevailing base lending rates published by the
Peoples Bank of China from time to time less 10%. As of
December 30, 2006, $6,554 was outstanding under this
facility with $614 of borrowing available. The Company was in
compliance with the covenants contained in this facility at
December 30, 2006.
The Company had other short-term obligations amounting to $7,710
which consisted of a short-term revolving facility arrangement
with an Indian branch of a U.S. bank amounting to INR
220 million ($4,991) of which $3,877 was outstanding at
December 30, 2006 which accrues interest at 10.5%, and
multiple short-term credit facilities and promissory notes
acquired as part of the Companys acquisition of a sewing
facility in Thailand, totaling THB 241 million ($6,774) of
which $3,833 was outstanding at December 30, 2006 which
accrues interest at an average rate of 5.9%.
Historically, the Company maintained a
364-day
short-term non-revolving credit facility under which the Company
could borrow up to 107 million Canadian dollars at a
floating rate of interest that was based upon
F-26
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
either the announced bankers acceptance lending rate plus 0.6%
or the Canadian prime lending rate. Under the agreement, the
Company had the option to borrow amounts for periods of time
less than 364 days. The facility expired at the end of the
364-day
period and the amount of the facility could not be increased
until the next renewal date. During fiscal 2004 and 2005 the
Company and the bank renewed the facility. At the end of fiscal
2005, the Company had borrowings under this facility of $81,972
at an interest rate of 3.16%. In 2006, the borrowings under this
agreement were repaid at the end of the year and the facility
was closed.
Total interest paid on notes payable was $308, $2,588, $4,041
and $3,945 in the six months ended December 30, 2006 and
fiscal years ended 2006, 2005 and 2004, respectively.
(8) Long-term
debt
In connection with the spin off on September 5, 2006, the
Company entered into a $2,150,000 senior secured credit facility
(the Senior Secured Credit Facility), a $450,000
senior secured second lien credit facility (the Second
Lien Credit Facility) and a $500,000 bridge loan facility
(the Bridge Loan Facility). The Bridge
Loan Facility was paid off in full through the issuance of
$500,000 of floating rate senior notes (the Floating Rate
Senior Notes) issued in December 2006. The outstanding
balances at December 30, 2006 are reported in the
Current portion of long-term debt and
Long-term debt lines of the Combined and
Consolidated Balance Sheet. The following paragraphs describe
these facilities.
Senior
Secured Credit Facility
The Senior Secured Credit Facility provides for aggregate
borrowings of $2,150,000, consisting of: (i) a $250,000
Term A loan facility (the Term A
Loan Facility); (ii) a $1,400,000 Term B loan
facility (the Term B Loan Facility); and
(iii) a $500,000 revolving loan facility (the
Revolving Loan Facility). The Senior Secured Credit
Facility is guaranteed by substantially all of Hanesbrands
U.S. subsidiaries and is secured by equity interests in
substantially all of Hanesbrands direct and indirect U.S.
subsidiaries and 65% of the voting securities of certain foreign
subsidiaries and substantially all present and future assets of
Hanesbrands and the guarantors. At the Companys option,
borrowings under the Senior Secured Credit Facility may be
maintained from time to time as (a) Base Rate loans, which
shall bear interest at the higher of (i) 1/2 of 1% in
excess of the federal funds rate and (ii) the rate
published in the Wall Street Journal as the prime
rate (or equivalent), in each case in effect from time to
time, plus the applicable margin in effect from time to time
(which is currently 0.75% for the Term A Loan Facility and
the Revolving Loan Facility and 1.25% for the Term B
Loan Facility), or (b) LIBOR based loans, which shall
bear interest at the LIBO Rate (as defined in the Senior Secured
Credit Facility and adjusted for maximum reserves), as
determined by the administrative agent for the respective
interest period plus the applicable margin in effect from time
to time (which is currently 1.75% for the Term A
Loan Facility and the Revolving Loan Facility and
2.25% for the Term B Loan Facility). The final maturity of
the Term A Loan Facility is September 5, 2012. The
Term A Loan Facility amortizes in an amount per annum equal
to the following: year 15.00%; year 210.00%; year
315.00%; year 420.00%; year 525.00%; year
625.00%. The final maturity of the Term B
Loan Facility is September 5, 2013. The Term B
Loan Facility is payable in equal quarterly installments in
an amount equal to 1% per annum, with the balance due on
the maturity date. The final maturity of the Revolving
Loan Facility is September 5, 2011. As of
December 30, 2006, the Company had $0 outstanding under the
Revolving Loan Facility, $122,549 of standby and trade
letters of credit issued and outstanding under this facility and
$377,451 of borrowing
F-27
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
availability. At December 30, 2006, the interest rates on
the Term A Loan Facility and the Term B Loan Facility
were 7.13% and 7.63% respectively. Outstanding borrowings under
the Senior Secured Credit Facility are prepayable without
penalty.
The Senior Secured Credit Facility requires the Company to
comply with customary affirmative, negative, and financial
covenants, and includes customary events of default. As of
December 30, 2006, the Company was in compliance with all
covenants.
Second
Lien Credit Facility
The Second Lien Credit Facility provides for aggregate
borrowings of $450,000 by Hanesbrands wholly-owned
subsidiary, HBI Branded Apparel Limited, Inc. The Second Lien
Credit Facility is unconditionally guaranteed by Hanesbrands and
each entity guaranteeing the Senior Secured Credit Facility. The
Second Lien Credit Facility and the guarantees in respect
thereof are secured on a second-priority basis (subordinate only
to the Senior Secured Credit Facility and any permitted
additions thereto or refinancings thereof) by substantially all
of the assets that secure the Senior Secured Credit Facility.
Loans under the Second Lien Credit Facility bear interest in the
same manner as those under the Senior Secured Credit Facility,
subject to a margin of 2.75% for Base Rate loans and 3.75% for
LIBOR based loans. The Second Lien Credit Facility matures on
March 5, 2014, may not be prepaid prior to
September 5, 2007, and includes premiums for prepayment of
the loan prior to September 5, 2009 based upon timing of
the prepayments. The Second Lien Credit Facility will not
amortize and will be repaid in full on its maturity date. At
December 30, 2006 the interest rate on the Second Lien
Credit Facility was 9.13%. The Second Lien Credit Facility
requires the Company to comply with customary affirmative,
negative, and financial covenants, and includes customary events
of default. As of December 30, 2006, the Company was in
compliance with all covenants.
Bridge
Loan Facility
Prior to its repayment in full, the Bridge Loan Facility
provided for a borrowing of $500,000 and was unconditionally
guaranteed by each entity guaranteeing the Senior Secured Credit
Facility. The Bridge Loan Facility was unsecured and was
scheduled to mature on September 5, 2007. If the Bridge
Loan Facility had not been repaid prior to or at maturity, the
outstanding principal amount of the facility was to roll over
into a rollover loan in the same amount that was to mature on
September 5, 2014. Lenders that extended rollover loans to
the Company would have been entitled to request that the Company
issue exchange notes to them in exchange for the
rollover loans, and also to request that the Company register
such notes upon request. All amounts outstanding were repaid
through the issuance of Floating Rate Senior Notes as described
below.
Floating
Rate Senior Notes
On December 14, 2006, the Company issued $500,000 aggregate
principal amount of Floating Rate Senior Notes due 2014. The
Floating Rate Senior Notes are senior unsecured obligations that
rank equal in right of payment with all of the Companys
existing and future unsubordinated indebtedness. The Floating
Rate Senior Notes bear interest at an annual rate, reset
semi-annually, equal to the London Interbank Offered Rate, or
LIBOR, plus 3.375%. Interest is payable on the Floating Rate
Senior Notes on June 15 and December 15 of each year beginning
on June 15, 2007. The Floating Rate Senior Notes will
mature on December 15, 2014. The net proceeds from the sale
of the Floating Rate Senior Notes were approximately $492,000.
These proceeds, together with working capital, were used to
repay in full the $500,000 outstanding under the Bridge Loan
Facility. The Floating Rate Senior Notes are guaranteed by
substantially all of the Companys domestic
F-28
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
subsidiaries. The Floating Rate Senior Notes are redeemable on
or after December 15, 2008, subject to premiums based upon
timing of the prepayments.
Future principal payments for all of the facilities described
above are as follows: $9,375 due in fiscal year 2007, $34,375
due in fiscal year 2008, $54,625 due in fiscal year 2009,
$67,125 due in fiscal year 2010, $57,375 due in fiscal year 2011
and $2,270,500 thereafter. Reflected in these future principal
payments was a $100,000 prepayment made during the six months
ended December 30, 2006. This prepayment relieved any
requirement for the Company to make mandatory payments on the
Term B Loan Facility through fiscal 2008.
During the six months ended December 30, 2006, the Company
incurred $50,248 in debt issuance costs in connection with the
issuance of the Senior Secured Credit Facility, the Second Lien
Facility, Bridge Loan Facility and the Floating Rate Senior
Notes. Debt issuance costs are amortized to interest expense
over the respective lives of the debt instruments, which range
from five to eight years. As of December 30, 2006, the net
carrying value was $40,568 which is included in other noncurrent
assets in the Combined and Consolidated Balance Sheet. The
Companys debt issuance cost amortization was $2,279 for
the six months ended December 30, 2006. During the six
months ended December 30, 2006, the Company recognized
$7,401 of losses on early extinguishment of debt which is
comprised of a $6,125 loss for unamortized debt issuance costs
on the Bridge Loan Facility in connection with the issuance
of the Floating Rate Senior Notes and a $1,276 loss related to
unamortized debt issuance costs on the Senior Secured Credit
Facility for the prepayment of $100,000 of principal in December
2006 As discussed above, the proceeds from the issuance of the
Floating Rate Senior Notes were used to repay the entire
outstanding principal of the Bridge Loan Facility.
Total cash paid for interest related to the long term debt
during the six months ended December 30, 2006 was $68,569.
(9) Comprehensive
Income (Loss)
SFAS No. 130, Reporting Comprehensive Income,
requires that all components of comprehensive income,
including net income, be reported in the financial statements in
the period in which they are recognized. Comprehensive income is
defined as the change in equity during a period from
transactions and other events and circumstances from non-owner
sources. Net income and other comprehensive income, including
foreign currency translation adjustments, minimum pension
liabilities and unrealized gains and losses on qualifying cash
flow hedges, shall be reported, net of their related tax effect,
to arrive at comprehensive income. The Companys
comprehensive income is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Net income
|
|
$
|
74,139
|
|
|
$
|
322,493
|
|
|
$
|
218,509
|
|
|
$
|
449,552
|
|
Translation adjustments
|
|
|
(5,989
|
)
|
|
|
13,518
|
|
|
|
15,187
|
|
|
|
(6,680
|
)
|
Net unrealized income (loss) on
cash flow hedges, net of tax
|
|
|
(597
|
)
|
|
|
(3,693
|
)
|
|
|
(1,028
|
)
|
|
|
4,389
|
|
Minimum pension liability, net of
tax
|
|
|
(9,864
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
57,689
|
|
|
$
|
332,318
|
|
|
$
|
232,668
|
|
|
$
|
447,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The balances reported in the above table are net of the federal,
state and foreign statutory tax rates, as applicable.
In connection with the spin off on September 5, 2006, the
Company assumed obligations relating to the Companys
current and former employees included within Sara Lee sponsored
pension and retirement plans,
F-29
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
including $53,813 of additional minimum pension liability that
has not been reflected in comprehensive income for the six
months ended December 30, 2006 but is, however, included in
accumulated other comprehensive loss at December 30, 2006.
During the six months ended December 30, 2006, the Company
adopted one provision of SFAS 158 which requires a company
to report the unfunded positions of employee benefit plans on
the balance sheet while all other deferred charges are reported
as a component of accumulated other comprehensive income. The
impact of adopting the SFAS 158 provision was $19,079, net
of tax, which is not reflected in comprehensive income but is,
however, included in accumulated other comprehensive loss at
December 30, 2006.
The components of accumulated other comprehensive loss are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized
|
|
|
Pension
|
|
|
|
|
|
Accumulated
|
|
|
|
Cumulative
|
|
|
Income (Loss)
|
|
|
and
|
|
|
|
|
|
Other
|
|
|
|
Translation
|
|
|
on Cash Flow
|
|
|
Post-
|
|
|
Income
|
|
|
Comprehensive
|
|
|
|
Adjustment
|
|
|
Hedges
|
|
|
Retirement
|
|
|
Taxes
|
|
|
Loss
|
|
|
Balance at July 3, 2004
|
|
$
|
(33,600
|
)
|
|
$
|
1,883
|
|
|
$
|
|
|
|
$
|
(651
|
)
|
|
$
|
(32,368
|
)
|
Other comprehensive income (loss)
activity
|
|
|
15,187
|
|
|
|
(1,408
|
)
|
|
|
|
|
|
|
380
|
|
|
|
14,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 2, 2005
|
|
$
|
(18,413
|
)
|
|
$
|
475
|
|
|
$
|
|
|
|
$
|
(271
|
)
|
|
$
|
(18,209
|
)
|
Other comprehensive income (loss)
activity
|
|
|
13,518
|
|
|
|
(6,051
|
)
|
|
|
|
|
|
|
2,358
|
|
|
|
9,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 1, 2006
|
|
$
|
(4,895
|
)
|
|
$
|
(5,576
|
)
|
|
$
|
|
|
|
$
|
2,087
|
|
|
$
|
(8,384
|
)
|
Other comprehensive income (loss)
activity
|
|
|
(5,989
|
)
|
|
|
(1,050
|
)
|
|
|
(72,412
|
)
|
|
|
28,267
|
|
|
|
(51,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 30, 2006
|
|
$
|
(10,884
|
)
|
|
$
|
(6,626
|
)
|
|
$
|
(72,412
|
)
|
|
$
|
30,354
|
|
|
$
|
(59,568
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10) Leases
The Company leases certain buildings, equipment and vehicles
under agreements that are classified as capital leases. The
building leases have original terms that range from ten to
15 years, while the equipment and vehicle leases generally
have terms of less than seven years.
The gross amount of plant and equipment and related accumulated
depreciation recorded under capital leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Buildings
|
|
$
|
7,624
|
|
|
$
|
7,624
|
|
|
$
|
8,258
|
|
Machinery and equipment
|
|
|
3,700
|
|
|
|
3,700
|
|
|
|
3,660
|
|
Vehicles
|
|
|
8,463
|
|
|
|
14,642
|
|
|
|
16,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,787
|
|
|
|
25,966
|
|
|
|
28,358
|
|
Less accumulated depreciation
|
|
|
17,883
|
|
|
|
21,439
|
|
|
|
20,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net capital leases
|
|
$
|
1,904
|
|
|
$
|
4,527
|
|
|
$
|
8,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for capital lease assets was $1,003 in the
six months ended December 30, 2006, $3,233 in fiscal 2006,
$4,467 in fiscal 2005 and $4,321 in fiscal 2004.
F-30
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Rental expense under operating leases was $27,590 in the six
months ended December 30, 2006, $54,874 in fiscal 2006,
$52,055 in fiscal 2005 and $45,997 in fiscal 2004.
Future minimum lease payments under noncancelable operating
leases (with initial or remaining lease terms in excess of one
year) and future minimum capital lease payments as of
December 30, 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Operating
|
|
|
|
|
|
Leases
|
|
|
Leases
|
|
|
Year:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
$
|
1,290
|
|
|
$
|
32,440
|
|
|
|
2008
|
|
|
752
|
|
|
|
27,121
|
|
|
|
2009
|
|
|
533
|
|
|
|
22,531
|
|
|
|
2010
|
|
|
|
|
|
|
17,588
|
|
|
|
2011
|
|
|
|
|
|
|
12,606
|
|
|
|
Thereafter
|
|
|
|
|
|
|
15,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
|
2,575
|
|
|
$
|
127,385
|
|
|
|
Less amount representing interest
|
|
|
339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of net minimum capital lease payments
|
|
|
2,236
|
|
|
|
|
|
|
|
Less current installments of obligations under capital leases
|
|
|
1,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations under capital leases, excluding current installments
|
|
$
|
1,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) Commitments
and Contingencies
The Company is a party to various pending legal proceedings,
claims and environmental actions by government agencies. In
accordance with SFAS No. 5, Accounting for
Contingencies, the Company records a provision with respect
to a claim, suit, investigation, or proceeding when it is
probable that a liability has been incurred and the amount of
the loss can reasonably be estimated. Any provisions are
reviewed at least quarterly and are adjusted to reflect the
impact and status of settlements, rulings, advice of counsel and
other information pertinent to the particular matter. The
recorded liabilities for these items were not material to the
Combined and Consolidated Financial Statements of the Company in
any of the years presented. Although the outcome of such items
cannot be determined with certainty, the Companys legal
counsel and management are of the opinion that the final outcome
of these matters will not have a material adverse impact on the
consolidated financial position, results of operations or
liquidity.
License
Agreements
The Company is party to several royalty-bearing license
agreements for use of third-party trademarks in certain of their
products. The license agreements typically require a minimum
guarantee to be paid either at the commencement of the
agreement, by a designated date during the term of the agreement
or by the end of the agreement period. When payments are made in
advance of when they are due, the Company records a prepayment
and amortizes the expense in the Cost of sales line
of the Combined and Consolidated Income Statements uniformly
over the guaranteed period. For guarantees required to be paid
at the completion of the agreement, royalties are expensed
through Cost of sales as the related sales are made.
Management has reviewed all license agreements and concluded
that these guarantees do not fall under Statement of Financial
F-31
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Accounting Standards Interpretation No. 45
Guarantors Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of
Others, and accordingly, there are no liabilities recorded
at inception of the agreements.
For the six months ended December 30, 2006 and fiscal years
2006, 2005 and 2004, the Company incurred royalty expense of
approximately $16,401, $12,554, $10,571 and $9,570,
respectively. During the six months ended December 30,
2006, the Company incurred expense of $9,675 in connection with
the buy out of a license agreement and the settlement of certain
contractual terms relating to another license agreement. The
$9,675 was recorded in the Selling, general and
administrative expenses line of the Combined and
Consolidated Statement of Income.
Minimum amounts due under the license agreements are
approximately $6,294 in 2007, $320 in 2008, and $280 in 2009.
There are no minimum amounts due after fiscal year 2009.
(12) Intangible
Assets and Goodwill
The primary components of the Companys intangible assets
and the related accumulated amortization are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
Gross
|
|
|
Amortization
|
|
|
Value
|
|
|
Six months ended December 30,
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets subject to
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and brand names
|
|
$
|
182,520
|
|
|
$
|
53,616
|
|
|
$
|
128,904
|
|
Computer software
|
|
|
33,091
|
|
|
|
24,814
|
|
|
|
8,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
215,611
|
|
|
$
|
78,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value of intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
137,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
Gross
|
|
|
Amortization
|
|
|
Value
|
|
|
Fiscal year 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets subject to
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and brand names
|
|
$
|
182,914
|
|
|
$
|
50,815
|
|
|
$
|
132,099
|
|
Computer software
|
|
|
26,963
|
|
|
|
24,368
|
|
|
|
2,595
|
|
Other intangibles
|
|
|
1,873
|
|
|
|
203
|
|
|
|
1,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
211,750
|
|
|
$
|
75,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value of intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
136,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-32
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
Gross
|
|
|
Amortization
|
|
|
Value
|
|
|
Fiscal year 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets subject to
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and brand names
|
|
$
|
89,457
|
|
|
$
|
26,457
|
|
|
$
|
63,000
|
|
Computer software
|
|
|
24,721
|
|
|
|
22,836
|
|
|
|
1,885
|
|
Other intangibles
|
|
|
1,873
|
|
|
|
16
|
|
|
|
1,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
116,051
|
|
|
$
|
49,309
|
|
|
|
66,742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and brand names not
subject to amortization
|
|
|
|
|
|
|
|
|
|
|
79,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value of intangible assets
|
|
|
|
|
|
|
|
|
|
$
|
145,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortization expense for intangibles subject to amortization
was $3,466 in the six months ended December 30, 2006,
$9,031 in fiscal 2006, $9,100 in fiscal 2005, and $8,712 in
fiscal 2004. The estimated amortization expense for the next
five years, assuming no change in the estimated useful lives of
identifiable intangible assets or changes in foreign exchange
rates is as follows: $7,346 in 2007, $7,834 in 2008, $7,608 in
2009, $6,249 in 2010, and $5,146 in 2011.
No impairment charges were recognized in the six months ended
December 30, 2006, fiscal 2006 or fiscal 2005. However, as
a result of the annual impairment review, the Company concluded
that certain trademarks had lives that were no longer
indefinite. As a result of this conclusion, trademarks with a
net book value of $79,044 and $51,524 in fiscal 2006 and fiscal
2005 and, respectively, were moved from the indefinite lived
category and amortization was initiated over a 30 year
period.
Goodwill and the changes in those amounts during the period are
as follows:
|
|
|
|
|
|
|
|
|
Net book value at July 2, 2005
|
|
$
|
278,781
|
|
|
|
|
|
Foreign exchange
|
|
|
(126
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value at July 1, 2006
|
|
$
|
278,655
|
|
|
|
|
|
Acquisition of business
|
|
|
2,766
|
|
|
|
|
|
Foreign exchange
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value at
December 30, 2006
|
|
$
|
281,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There was no impairment of goodwill in any of the periods
presented.
(13) Guarantees
Due to the historical relationship between Sara Lee and the
Company prior to the spin off on September 5, 2006, there
are various contracts under which Sara Lee has guaranteed
certain third-party obligations relating to the Companys
business. Typically, these obligations arise from third-party
credit facilities guaranteed by Sara Lee and as a result of
contracts entered into by the Companys entities and
authorized by Sara Lee, under which Sara Lee agrees to indemnify
a third-party against losses arising from a breach of
representations and covenants related to such matters as title
to assets sold, the collectibility of receivables, specified
F-33
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
environmental matters, lease obligations and certain tax
matters. In each of these circumstances, payment by Sara Lee is
conditioned on the other party making a claim pursuant to the
procedures specified in the contract, which procedures allow
Sara Lee to challenge the other partys claims. In
addition, Sara Lees obligations under these agreements may
be limited in terms of time
and/or
amount, and in some cases Sara Lee or the related entities may
have recourse against third-parties for certain payments made by
Sara Lee. It is not possible to predict the maximum potential
amount of future payments under certain of these agreements, due
to the conditional nature of Sara Lees obligations and the
unique facts and circumstances involved in each particular
agreement. Historically, payments made by Sara Lee under these
agreements have not been material, and no amounts are accrued
for these items on the Combined and Consolidated Balance Sheets.
As of December 30, 2006, these contracts included the
guarantee of credit limits with third-party banks, and
guarantees over supplier purchases. The Company had not
guaranteed or undertaken any obligation on behalf of Sara Lee or
any other related entities as of December 30, 2006.
(14) Financial
Instruments and Risk Management
In connection with the spin off from Sara Lee on
September 5, 2006, the Company incurred debt of $2,600,000
plus an unfunded revolver with capacity of $500,000, all of
which bears interest at floating rates. During the six months
ended December 30, 2006, the Company has executed certain
interest rate cash flow hedges in the form of swaps and caps in
order to mitigate the Companys exposure to variability in
cash flows for the future interest payments on a designated
portion of borrowings.
The Company records gains and losses on these derivative
instruments using hedge accounting. Under this accounting
method, gains and losses are deferred into accumulated other
comprehensive loss until the hedged transaction impacts the
Companys earnings. However, on a quarterly basis hedge
ineffectiveness will be measured and any resulting
ineffectiveness will be recorded as gain or losses in the
respective measurement period.
During the six months ended December 30, 2006, the Company
deferred losses of $2,743 into accumulated other comprehensive
loss. There was no gain or loss recorded in earnings as a result
of hedge ineffectiveness for the six months ended
December 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional
|
|
Interest Rates
|
|
Interest Rate Swaps
|
|
|
Principal
|
|
Receive
|
|
|
Pay
|
|
|
|
3 year: Receive variable-pay fixed
|
|
|
|
$200,000
|
|
|
|
3-month LIBOR
|
|
|
|
5.18
|
%
|
|
4 year: Receive variable-pay fixed
|
|
|
|
100,000
|
|
|
|
3-month LIBOR
|
|
|
|
5.14
|
%
|
|
5 year: Receive variable-pay fixed
|
|
|
|
200,000
|
|
|
|
3-month LIBOR
|
|
|
|
5.15
|
%
|
|
|
(b)
|
Forward
Exchange, Option Contracts and Caps
|
The Company uses forward exchange and option contracts to reduce
the effect of fluctuating foreign currencies on short-term
foreign currency-denominated transactions, foreign
currency-denominated investments, other known foreign currency
exposures and to reduce the effect of fluctuating commodity
prices on raw materials purchased for production. Gains and
losses on these contracts are intended to offset losses and
gains on the hedged transaction in an effort to reduce the
earnings volatility resulting from fluctuating foreign currency
exchange rates and fluctuating commodity prices.
Cotton is the primary raw material the Company uses to
manufacture many of its products and is purchased at market
prices. In fiscal 2006, the Company started to use commodity
financial instruments to
F-34
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
hedge the price of cotton, for which there is a high correlation
between the hedged item and the hedged instrument. The notional
amounts outstanding under the futures contracts were 0 and
38,700 bales of cotton at December 30, 2006 and
July 1, 2006, respectively. The notional amounts
outstanding under the options contracts were 108,000 and 170,000
bales of cotton at December 30, 2006 and July 1, 2006,
respectively.
Historically, the principal currencies hedged by the Company
include the European euro, Mexican peso, Canadian dollar and
Japanese yen. The following table summarizes by major currency
the contractual amounts of the Companys foreign exchange
forward contracts in U.S. dollars. The bought amounts
represent the net U.S. dollar equivalent of commitments to
purchase foreign currencies, and the sold amounts represent the
net U.S. dollar equivalent of commitments to sell foreign
currencies. The foreign currency amounts have been translated
into a U.S. dollar equivalent value using the exchange rate
at the reporting date. Forward exchange contracts mature on the
anticipated cash requirement date of the hedged transaction,
generally within one year. There were no open foreign exchange
forward contracts at December 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Foreign currencybought
(sold):
|
|
|
|
|
|
|
|
|
|
|
|
|
Canadian dollar
|
|
$
|
(30,155
|
)
|
|
$
|
(36,413
|
)
|
|
$
|
(34,701
|
)
|
European euro
|
|
|
1,006
|
|
|
|
1,388
|
|
|
|
2,459
|
|
Japanese yen
|
|
|
(5,837
|
)
|
|
|
(17,078
|
)
|
|
|
(10,404
|
)
|
Mexican peso
|
|
|
|
|
|
|
(15,830
|
)
|
|
|
(13,799
|
)
|
Colombian peso
|
|
|
9,579
|
|
|
|
4,550
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
(1,365
|
)
|
|
|
|
|
The Company held foreign exchange option contracts to reduce the
foreign exchange fluctuations on anticipated purchase
transactions. There were no open option contracts at
December 30, 2006. The following table summarizes the
notional amount of option contracts to sell foreign currency, in
U.S. dollars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Foreign currencysold:
|
|
|
|
|
|
|
|
|
|
|
|
|
European euro
|
|
$
|
11,066
|
|
|
$
|
12,285
|
|
|
$
|
1,302
|
|
Japanese yen
|
|
|
6,029
|
|
|
|
|
|
|
|
|
|
For the interest rate swaps and caps and all forward exchange
and option contracts, the following table summarizes the net
derivative gains or losses deferred into accumulated other
comprehensive loss and reclassified to earnings in the six
months ended December 30, 2006 and fiscal years 2006, 2005
and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Net accumulated derivative gain
(loss) deferred at beginning of year
|
|
$
|
(5,576
|
)
|
|
$
|
475
|
|
|
$
|
1,883
|
|
|
$
|
(4,740
|
)
|
Deferral of net derivative gain
(loss) in accumulated other comprehensive loss
|
|
|
(2,604
|
)
|
|
|
(4,452
|
)
|
|
|
(1,620
|
)
|
|
|
3,585
|
|
Reclassification of net derivative
loss (gain) to income
|
|
|
1,554
|
|
|
|
(1,599
|
)
|
|
|
212
|
|
|
|
3,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net accumulated derivative gain
(loss) at end of year
|
|
$
|
(6,626
|
)
|
|
$
|
(5,576
|
)
|
|
$
|
475
|
|
|
$
|
1,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-35
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The Company expects to reclassify into earnings during the next
12 months net loss from accumulated other comprehensive
loss of approximately $6,626 at the time the underlying hedged
transactions are realized. During the six months ended
December 30, 2006 and the years ended July 1, 2006,
July 2, 2005 and July 3, 2004 the Company recognized
expense of $0, $0, $554 and $306, respectively, for hedge
ineffectiveness related to cash flow hedges. Amounts reported
for hedge ineffectiveness are not included in accumulated other
comprehensive loss and therefore, not included in the above
table.
There were no derivative losses excluded from the assessment of
effectiveness or gains or losses resulting from the
disqualification of hedge accounting for the six months ended
December 30, 2006 and fiscal years 2006, 2005 and 2004.
The carrying amounts of cash and cash equivalents, trade
accounts receivable, notes receivable, accounts payable and long
term debt approximated fair value as of December 30, 2006,
July 1, 2006, and July 2, 2005. The fair value of long
term debt approximates the carrying value as all the credit
facilities are at floating rates. The carrying amounts of the
Companys notes payable to parent companies, notes payable
to banks, notes payable to related entities and funding
receivable/payable with parent companies approximated fair value
as of December 30, 2006, July 1, 2006, and
July 2, 2005, primarily due to the short-term nature of
these instruments. The fair values of the remaining financial
instruments recognized in the Combined and Consolidated Balance
Sheets of the Company at the respective year ends were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Currency swaps
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
56,258
|
|
Interest rate swaps
|
|
|
(2,743
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forwards and
options
|
|
|
|
|
|
|
1,168
|
|
|
|
348
|
|
|
|
1,434
|
|
Interest rate options
|
|
|
711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity forwards and options
|
|
|
1,597
|
|
|
|
(1,216
|
)
|
|
|
|
|
|
|
|
|
The fair value of the swaps is determined based upon externally
developed pricing models, using financial market data obtained
from swap dealers. The fair value of the forwards and options is
based upon quoted market prices obtained from third-party
institutions.
The Company has issued certain foreign currency-denominated debt
instruments to a related entity and utilizes currency swaps to
reduce the variability of functional currency cash flows related
to the foreign currency debt.
The Company records gains and losses on these derivative
instruments using
mark-to-market
accounting. Under this accounting method, the changes in the
market value of outstanding financial instruments are recognized
as gains or losses in the period of change. All derivatives
using
mark-to-market
accounting were settled in 2005.
F-36
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The fair value of currency swaps is determined based upon
externally developed pricing models, using financial data
obtained from swap dealers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
Notional
|
|
|
Interest Rates(2)
|
|
Currency Swap
|
|
Principal(1)
|
|
|
Receive
|
|
|
Pay
|
|
|
2004: Receive variable
pay variable
|
|
$
|
247,875
|
|
|
|
2.5
|
|
|
|
1.7
|
|
|
|
|
(1) |
|
The notional principal is the amount used for the calculation of
interest payments that are exchanged over the life of the swap
transaction and is equal to the amount of foreign currency or
dollar principal exchanged at maturity, if applicable. |
|
(2) |
|
The weighted-average interest rates are at the balance sheet
date. |
|
|
(e)
|
Concentration
of Credit Risk
|
Trade accounts receivable due from customers that the Company
considers highly leveraged were $107,783 at December 30,
2006, $121,870 at July 1, 2006, $100,314 at July 2,
2005 and $79,598 at July 3, 2004. The financial position of
these businesses has been considered in determining allowances
for doubtful accounts.
(15) Defined
Benefit Pension Plans
Prior to the spin off from Sara Lee on September 5, 2006,
employees who met certain eligibility requirements participated
in defined benefit pension plans sponsored by Sara Lee. These
defined benefit pension plans included employees from a number
of domestic Sara Lee business units. All obligations pursuant to
these plans have historically been obligations of Sara Lee and
as such, were not included on the Companys historical
Combined and Consolidated Balance Sheets, prior to
September 5, 2006. The annual cost of the Sara Lee defined
benefit plans was allocated to all of the participating
businesses based upon a specific actuarial computation which was
followed consistently. In addition to participation in the Sara
Lee sponsored plans, the Company sponsors two noncontributory
defined benefit plans, the Playtex Apparel, Inc. Pension Plan
(the Playtex Plan) and the National Textiles, L.L.C.
Pension Plan (the National Textiles Plan), for
certain qualifying individuals.
On January 1, 2006, benefits under the Sara Lee Corporation
Consolidated Pension and Retirement Plan (the Sara Lee
Pension Plan) and the defined benefit portion of the Sara
Lee Supplemental Executive Retirement Plan were frozen. Further,
all Sara Lee retirement plans covering only Company employees
(such as the Playtex Apparel Pension Plan) were transferred to
the Company, and any Sara Lee retirement plans covering both
Sara Lee employees and Company employees (such as the Sara Lee
Corporation Consolidated Pension and Retirement Plan) were
legally partitioned such that the Companys employees have
been separated from the Sara Lee plans and the Company is
effectively the legal sponsor of a new partitioned plans.
Specifically, effective as of January 1, 2006, the Company
created the Hanesbrands Inc. Pension and Retirement Plan (the
Hanesbrands Pension Plan), a new frozen defined
benefit plan to receive assets and liabilities accrued under the
Sara Lee Pension Plan that are attributable to current and
former Company employees.
Total assets for the Hanesbrands Pension Plan remain within the
master trust of Sara Lee. A final transfer of assets from the
Sara Lee master trust to the trust funding the new Hanesbrands
Pension Plan will occur in fiscal 2007 once the allocation of
assets and liabilities has been completed in accordance with
governmental
F-37
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
regulations. The fair value of plan assets included in the
annual valuations represents a best estimate based upon a
percentage allocation of total assets of the Sara Lee trust and
will be adjusted once the final transfer is made.
In connection with the spin off on September 5, 2006, the
Company assumed Sara Lees obligations under the Sara Lee
Corporation Consolidated Pension and Retirement Plan, the Sara
Lee Supplemental Executive Retirement Plan, the Sara Lee Canada
Pension Plans and certain other plans that related to the
Companys current and former employees. Prior to the spin
off the obligations were not included in the Companys
Combined and Consolidated Financial Statements. The obligations
and costs related to all of these plans, in addition to those
obligations and costs related to the Playtex Plan and the
National Textiles Plan, are included in the Companys
Combined and Consolidated Financial Statements as of
December 30, 2006.
On September 29, 2006, SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans was issued. The objectives of
SFAS 158 are for an employer to a) recognize the
overfunded status of a plan as an asset and the underfunded
status of a plan as a liability in the balance sheet and to
recognize changes in the funded status in comprehensive income
or loss, and b) measure the funded status of a plan as of
the date of its balance sheet date. Additional minimum pension
liabilities and related intangible assets are also derecognized
upon adoption of the new standard. SFAS 158 requires
initial application of the requirement to recognize the funded
status of a benefit plan and the related disclosure provisions
as of the end of fiscal years ending after December 15,
2006. SFAS 158 requires initial application of the
requirement to measure plan assets and benefit obligations as of
the balance sheet date as of the end of fiscal years ending
after December 15, 2008. The Company adopted part
(a) of the statement as of December 30, 2006. The
following table summarizes the effect of required changes in the
additional minimum pension liabilities (AML) as of
December 30, 2006 prior to the adoption of SFAS 158 as
well as the impact of the initial adoption of SFAS 158:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior to AML
|
|
|
AML
|
|
|
Post AML,
|
|
|
FAS 158
|
|
|
Post AML,
|
|
|
|
and FAS 158
|
|
|
Adjustment
|
|
|
Pre FAS 158
|
|
|
Adjustment
|
|
|
Post FAS 158
|
|
|
Prepaid pension asset
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,356
|
|
|
$
|
1,356
|
|
Accrued pension liability
|
|
$
|
90,491
|
|
|
$
|
48,100
|
|
|
$
|
138,591
|
|
|
$
|
61,566
|
|
|
$
|
200,157
|
|
Intangible asset
|
|
$
|
|
|
|
$
|
436
|
|
|
$
|
436
|
|
|
$
|
(436
|
)
|
|
$
|
|
|
Accumulated other comprehensive
income, net of tax
|
|
$
|
|
|
|
$
|
(63,677
|
)
|
|
$
|
(63,677
|
)
|
|
$
|
(2,854
|
)
|
|
$
|
(66,531
|
)
|
Deferred tax asset
|
|
$
|
|
|
|
$
|
40,541
|
|
|
$
|
40,541
|
|
|
$
|
1,238
|
|
|
$
|
41,779
|
|
The annual expense incurred by the Company for these defined
benefit plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Participation in Sara Lee
sponsored defined benefit plans
|
|
$
|
725
|
|
|
$
|
30,835
|
|
|
$
|
46,675
|
|
|
$
|
67,340
|
|
Hanesbrands sponsored benefit plans
|
|
|
2,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Playtex Apparel, Inc. Pension Plan
|
|
|
(30
|
)
|
|
|
(234
|
)
|
|
|
9
|
|
|
|
753
|
|
National Textiles L.L.C. Pension
Plan
|
|
|
(425
|
)
|
|
|
(1,059
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pension plan expense
|
|
$
|
2,452
|
|
|
$
|
29,542
|
|
|
$
|
46,684
|
|
|
$
|
68,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-38
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The components of net periodic benefit cost and other amounts
recognized in other comprehensive loss of the Companys
noncontributory defined benefit pension plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Service cost
|
|
$
|
384
|
|
|
$
|
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
|
|
17,848
|
|
|
|
5,291
|
|
|
|
1,274
|
|
|
|
1,297
|
|
Expected return on assets
|
|
|
(17,011
|
)
|
|
|
(6,584
|
)
|
|
|
(1,510
|
)
|
|
|
(1,226
|
)
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transition asset
|
|
|
(98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
|
(1
|
)
|
|
|
|
|
|
|
232
|
|
|
|
232
|
|
Net actuarial loss
|
|
|
605
|
|
|
|
|
|
|
|
12
|
|
|
|
448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
$
|
1,727
|
|
|
$
|
(1,293
|
)
|
|
$
|
9
|
|
|
$
|
753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Changes in Plan Assets
and Benefit Obligations Recognized in Other Comprehensive
Loss
|
|
|
|
|
Net loss
|
|
$
|
111,505
|
|
Prior service credit
|
|
|
(385
|
)
|
|
|
|
|
|
Total recognized in other
comprehensive loss
|
|
|
111,120
|
|
|
|
|
|
|
Total recognized in net periodic
benefit cost and other comprehensive loss
|
|
$
|
112,847
|
|
|
|
|
|
|
The estimated net loss and prior service cost for the defined
benefit pension plans that will be amortized from accumulated
other comprehensive loss into net periodic benefit cost over the
next fiscal year are $2,692 and $43, respectively.
F-39
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The funded status of the Companys defined benefit pension
plans at the respective year ends was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Projected benefit
obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
$
|
113,305
|
|
|
$
|
22,456
|
|
|
$
|
23,910
|
|
Assumption of obligations
|
|
|
745,550
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
|
378
|
|
|
|
|
|
|
|
1
|
|
Interest cost
|
|
|
16,781
|
|
|
|
5,292
|
|
|
|
1,274
|
|
Benefits paid
|
|
|
(18,427
|
)
|
|
|
(7,129
|
)
|
|
|
(1,635
|
)
|
Net transfer in due to acquisition
|
|
|
|
|
|
|
94,011
|
|
|
|
|
|
Plan amendments
|
|
|
401
|
|
|
|
|
|
|
|
|
|
Actuarial (gain) loss
|
|
|
27,543
|
|
|
|
(1,325
|
)
|
|
|
(1,094
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
885,531
|
|
|
|
113,305
|
|
|
|
22,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
101,507
|
|
|
|
19,443
|
|
|
|
20,026
|
|
Assumption of assets
|
|
|
531,322
|
|
|
|
|
|
|
|
|
|
Actual return on plan assets
|
|
|
20,831
|
|
|
|
3,544
|
|
|
|
1,051
|
|
Net transfer in due to acquisition
|
|
|
|
|
|
|
85,649
|
|
|
|
|
|
Employer contributions
|
|
|
51,497
|
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(18,427
|
)
|
|
|
(7,129
|
)
|
|
|
(1,634
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
686,730
|
|
|
|
101,507
|
|
|
|
19,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$
|
(198,801
|
)
|
|
$
|
(11,798
|
)
|
|
$
|
(3,013
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net loss
|
|
|
|
|
|
|
3,580
|
|
|
|
1,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amounts
recognized
|
|
|
|
|
|
$
|
(8,218
|
)
|
|
$
|
(1,149
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the Companys Combined and
Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets
|
|
$
|
1,355
|
|
|
$
|
|
|
|
$
|
|
|
Current liabilities
|
|
|
(2,441
|
)
|
|
|
|
|
|
|
|
|
Noncurrent liabilities
|
|
|
(197,715
|
)
|
|
|
(11,798
|
)
|
|
|
(3,013
|
)
|
Accumulated other comprehensive
loss
|
|
|
(108,310
|
)
|
|
|
3,580
|
|
|
|
1,864
|
|
At December 30, 2006 the amounts recognized in accumulated
other comprehensive loss consists of:
|
|
|
|
|
Prior service cost
|
|
$
|
(385
|
)
|
Actuarial loss
|
|
|
(107,925
|
)
|
|
|
|
|
|
|
|
$
|
(108,310
|
)
|
|
|
|
|
|
F-40
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Accrued benefit costs related to the Companys defined
benefit pension plans are reported in the Other noncurrent
assets, Accrued liabilitiesPayroll and
employee benefits and Pension and postretirement
benefits lines of the Combined and Consolidated Balance
Sheets.
|
|
(a)
|
Measurement
Date and Assumptions
|
A September 30 measurement date was used to value plan
assets and obligations for the Companys defined benefit
pension plans for the six months ended December 30, 2006,
and a March 31 measurement date for all previous periods.
The weighted average actuarial assumptions used in measuring the
net periodic benefit cost and plan obligations for the periods
presented were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
December 30, 2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Net periodic benefit
cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.77
|
%
|
|
|
5.60
|
%
|
|
|
5.50
|
%
|
|
|
5.50
|
%
|
Long-term rate of return on plan
assets
|
|
|
7.57
|
|
|
|
7.76
|
|
|
|
7.83
|
|
|
|
7.75
|
|
Rate of compensation increase
|
|
|
3.60
|
(1)
|
|
|
4.00
|
(1)
|
|
|
4.50
|
|
|
|
5.87
|
|
Plan obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.77
|
%
|
|
|
5.80
|
%
|
|
|
5.60
|
%
|
|
|
5.50
|
%
|
Rate of compensation increase
|
|
|
3.60
|
(1)
|
|
|
4.00
|
(1)
|
|
|
4.00
|
|
|
|
4.50
|
|
|
|
|
(1) |
|
The compensation increase assumption applies to the Canadian
plans and portions of the Hanesbrands nonqualified retirement
plans, as benefits under these plans are not frozen at
December 30, 2006 and July 1, 2006. |
|
|
(b)
|
Plan
Assets, Expected Benefit Payments, and Funding
|
The allocation of pension plan assets as of the respective
period end measurement dates is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Asset category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
63
|
%
|
|
|
61
|
%
|
|
|
58
|
%
|
|
|
61
|
%
|
Debt securities
|
|
|
32
|
|
|
|
38
|
|
|
|
31
|
|
|
|
33
|
|
Real estate
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
4
|
|
Cash and other
|
|
|
5
|
|
|
|
1
|
|
|
|
7
|
|
|
|
2
|
|
The investment objectives for the pension plan assets are
designed to generate returns that will enable the pension plans
to meet their future obligations.
The Company plans to contribute a minimum of $33,000 to the
pension plans in fiscal 2007. Expected benefit payments to the
plans are as follows: $48,321 in fiscal 2007, $47,851 in fiscal
2008, $47,497 in fiscal 2009, $48,089 in fiscal 2010, $48,403 in
fiscal 2011 and $260,725 thereafter.
(16) Postretirement
Healthcare and Life Insurance Plans
Prior to the spin off from Sara Lee on September 5, 2006,
employees who met certain eligibility requirements participated
in post-retirement healthcare and life insurance sponsored by
Sara Lee. These plans included employees from a number of
domestic Sara Lee business units. All obligations pursuant to
these
F-41
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
plans have historically been obligations of Sara Lee and as
such, were not included on the Companys historical
Condensed Combined and Consolidated Balance Sheets, prior to
September 5, 2006. The annual cost of the Sara Lee defined
benefit plans was allocated to all of the participating
businesses based upon a specific actuarial computation which was
followed consistently.
In connection with the spin off on September 5, 2006, the
Company assumed Sara Lees obligations under the Sara Lee
postretirement plans. The obligations and costs related to all
of these plans are included in the Companys Combined and
Consolidated Financial Statements as of September 30, 2006.
In December 2006, the Company changed the postretirement plan
benefits to (a) pass along a higher share of retiree
medical costs to all retirees effective February 1, 2007,
(b) eliminate company contributions toward premiums for
retiree medical coverage effective December 1, 2007,
(c) eliminate retiree medical coverage options for all
current and future retirees age 65 and older and
(d) eliminate future postretirement life benefits. The gain
on curtailment represents the unrecognized amounts associated
with prior plan amendments that were being amortized into income
over the remaining service period of the participants prior to
the December 2006 amendments. A postretirement benefit income of
$28,467 is recorded in the Combined and Consolidated Statement
of Income for the six months ended December 30, 2006. The
Company will record a final gain on curtailment of plan benefits
in December 2007.
On September 29, 2006, SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans was issued. The objectives of
SFAS 158 are for an employer to a) recognize the
overfunded status of a plan as an asset and the underfunded
status of a plan as a liability in the balance sheet and to
recognize changes in the funded status in comprehensive income
or loss, and b) measure the funded status of a plan as of
the date of its balance sheet date. Additional minimum pension
liabilities and related intangible assets are also derecognized
upon adoption of the new standard. SFAS 158 requires
initial application of the requirement to recognize the funded
status of a benefit plan and the related disclosure provisions
as of the end of fiscal years ending after December 15,
2006. SFAS 158 requires initial application of the
requirement to measure plan assets and benefit obligations as of
the balance sheet date as of the end of fiscal years ending
after December 15, 2008. The Company adopted part
(a) of the statement as of December 30, 2006. The
following table summarizes the effect of the initial adoption of
SFAS 158:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-FAS 158
|
|
|
FAS 158 Adjustment
|
|
|
Post FAS 158
|
|
|
Accrued Postretirement Liability
|
|
$
|
44,358
|
|
|
$
|
(35,897
|
)
|
|
$
|
8,461
|
|
Accumulated Other Comprehensive
Income, net of tax
|
|
$
|
|
|
|
$
|
21,933
|
|
|
$
|
21,933
|
|
Deferred Tax Liability
|
|
$
|
|
|
|
$
|
13,964
|
|
|
$
|
13,964
|
|
The postretirement plan expense incurred by the Company for
these postretirement plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Year Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Hanesbrands postretirement health
care and life insurance plans
|
|
$
|
237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participation in Sara Lee
sponsored postretirement and life insurance plans
|
|
|
214
|
|
|
|
6,188
|
|
|
|
7,794
|
|
|
|
6,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
451
|
|
|
|
6,188
|
|
|
|
7,794
|
|
|
|
6,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-42
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The components of the Companys postretirement health-care
and life insurance plans for the six months ended
December 30, 2006 was as follows:
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
December 30,
|
|
|
|
2006
|
|
|
Service costs
|
|
$
|
470
|
|
Interest cost
|
|
|
967
|
|
Expected return on assets
|
|
|
(2
|
)
|
Amortization of:
|
|
|
|
|
Transition asset
|
|
|
64
|
|
Prior service cost
|
|
|
(1,456
|
)
|
Net actuarial loss
|
|
|
194
|
|
|
|
|
|
|
Net periodic pension cost
|
|
$
|
237
|
|
|
|
|
|
|
Other Changes in Plan Assets
and Benefit Obligations Recognized in Other Comprehensive
Loss
|
|
|
|
|
Net loss
|
|
$
|
(10,206
|
)
|
Transition asset
|
|
|
79
|
|
Prior service credit
|
|
|
46,024
|
|
|
|
|
|
|
Total recognized gain in other
comprehensive loss
|
|
|
35,897
|
|
|
|
|
|
|
Total recognized in net periodic
benefit cost and other comprehensive loss
|
|
$
|
35,660
|
|
|
|
|
|
|
The Company will record postretirement benefit income related to
the plan in fiscal 2007, primarily representing the amortization
of negative prior service costs, which will be partially offset
by service costs, interest costs on the accumulated benefit
obligation and actuarial gains and losses accumulated in the
plan. The Company expects to record a final gain on curtailment
of plan benefits in December 2007 of approximately $35,897, the
entire remaining balance in other comprehensive income.
F-43
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The funded status of the Companys postretirement
health-care and life insurance plans at year end was as follows:
|
|
|
|
|
|
|
December 30, 2006
|
|
|
Projected benefit
obligation:
|
|
|
|
|
Beginning of year
|
|
$
|
50,793
|
|
Service cost
|
|
|
470
|
|
Interest cost
|
|
|
967
|
|
Benefits paid
|
|
|
(1,824
|
)
|
Plan curtailments
|
|
|
(2,127
|
)
|
Plan amendments
|
|
|
(40,920
|
)
|
Actuarial (gain) loss
|
|
|
1,288
|
|
|
|
|
|
|
End of year
|
|
|
8,647
|
|
|
|
|
|
|
Fair value of plan
assets:
|
|
|
|
|
Beginning of year
|
|
|
184
|
|
Actual return on plan assets
|
|
|
2
|
|
Employer contributions
|
|
|
1,824
|
|
Benefits paid
|
|
|
(1,824
|
)
|
|
|
|
|
|
End of year
|
|
|
186
|
|
|
|
|
|
|
Funded status and accrued
benefit cost recognized
|
|
$
|
(8,461
|
)
|
|
|
|
|
|
Amounts recognized in the
Companys Combined and Consolidated Balance Sheet consist
of:
|
|
|
|
|
Current liabilities
|
|
$
|
(2,426
|
)
|
Noncurrent liabilities
|
|
|
(6,035
|
)
|
|
|
|
|
|
|
|
$
|
(8,461
|
)
|
|
|
|
|
|
Amounts recognized in
accumulated other comprehensive loss consist of:
|
|
|
|
|
Prior service credit
|
|
|
46,024
|
|
Initial net asset
|
|
|
79
|
|
Actuarial loss
|
|
|
(10,206
|
)
|
|
|
|
|
|
Other comprehensive gain recognized
|
|
$
|
35,897
|
|
|
|
|
|
|
Accrued benefit costs related to the Companys
postretirement healthcare and life insurance plans are reported
in the Accrued liabilitiesPayroll and employee
benefits and Pension and postretirement
benefits lines of the Combined and Consolidated Balance
Sheets.
(a) Measurement
Date and Assumptions
A September 30 measurement date was used to value plan
assets and obligations for the Companys postretirement
healthcare and life insurance plans. The weighted average
actuarial assumptions used in measuring the net periodic benefit
cost and plan obligations for these plans at the measurement
date were as follows: discount rate of 5.58% for plan
obligations and net periodic benefit cost; and long term rate of
return on plan assets of 3.70%.
F-44
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The assumed health care cost trend rate for fiscal year 2007 is
8.5% for participants under the age of 65 years, and 9.5%
for participants over the age of 65 years, with an assumed
decrease of 1% each year thereafter until fiscal year 2011 when
the ultimate trend rate is expected to be maintained. Because a
final curtailment of plan benefits is expected to occur in
December 2007, a 1% increase or decrease in the assumed health
care cost trend rate would not be expected to have an impact on
the total service and interest cost components for the six
months ended December 30, 2006 or the postretirement
benefit obligation as of December 30, 2006.
(b) Contributions
and Benefit Payments
The Company expects to make a contribution of $3,278 in fiscal
2007. Expected benefit payments to the plans are as follows:
$3,278 in fiscal 2007, $615 in fiscal 2008, $628 in fiscal 2009,
$642 in fiscal 2010, $654 in fiscal 2011 and $3,426 thereafter.
(17) Income
Taxes
The provision for income tax computed by applying the
U.S. statutory rate to income before taxes as reconciled to
the actual provisions were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Income before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
|
30.4
|
%
|
|
|
23.4
|
%
|
|
|
(35.5
|
)%
|
|
|
4.2
|
%
|
Foreign
|
|
|
69.6
|
|
|
|
76.6
|
|
|
|
135.5
|
|
|
|
95.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense at U.S. statutory
rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
Tax on remittance of foreign
earnings
|
|
|
8.1
|
|
|
|
3.3
|
|
|
|
14.5
|
|
|
|
4.7
|
|
Finalization of tax reviews and
audits
|
|
|
|
|
|
|
|
|
|
|
(5.8
|
)
|
|
|
(32.0
|
)
|
Foreign taxes less than
U.S. statutory rate
|
|
|
(11.6
|
)
|
|
|
(8.3
|
)
|
|
|
(7.7
|
)
|
|
|
(10.8
|
)
|
Taxes related to earnings
previously deemed permanently invested
|
|
|
|
|
|
|
|
|
|
|
9.1
|
|
|
|
|
|
Benefit of Puerto Rico foreign tax
credits
|
|
|
|
|
|
|
(4.5
|
)
|
|
|
(7.3
|
)
|
|
|
(8.2
|
)
|
Other, net
|
|
|
2.3
|
|
|
|
(3.0
|
)
|
|
|
(1.0
|
)
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes at effective worldwide tax
rates
|
|
|
33.8
|
%
|
|
|
22.5
|
%
|
|
|
36.8
|
%
|
|
|
(12.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-45
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Current and deferred tax provisions (benefits) were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Deferred
|
|
|
Total
|
|
|
Six Months ended
December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
17,918
|
|
|
$
|
5,848
|
|
|
$
|
23,766
|
|
Foreign
|
|
|
14,711
|
|
|
|
(3,511
|
)
|
|
|
11,200
|
|
State
|
|
|
1,667
|
|
|
|
1,148
|
|
|
|
2,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,296
|
|
|
$
|
3,485
|
|
|
$
|
37,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended July 1,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
119,598
|
|
|
$
|
(27,103
|
)
|
|
$
|
92,495
|
|
Foreign
|
|
|
18,069
|
|
|
|
(1,911
|
)
|
|
|
16,158
|
|
State
|
|
|
2,964
|
|
|
|
(17,790
|
)
|
|
|
(14,826
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
140,631
|
|
|
$
|
(46,804
|
)
|
|
$
|
93,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended July 2,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
28,332
|
|
|
$
|
74,780
|
|
|
$
|
103,112
|
|
Foreign
|
|
|
30,655
|
|
|
|
(8,070
|
)
|
|
|
22,585
|
|
State
|
|
|
1,310
|
|
|
|
|
|
|
|
1,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
60,297
|
|
|
$
|
66,710
|
|
|
$
|
127,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended July 3,
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
(95,476
|
)
|
|
$
|
43,322
|
|
|
$
|
(52,154
|
)
|
Foreign
|
|
|
13,497
|
|
|
|
(12,063
|
)
|
|
|
1,434
|
|
State
|
|
|
2,040
|
|
|
|
|
|
|
|
2,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(79,939
|
)
|
|
$
|
31,259
|
|
|
$
|
(48,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Cash payments for income taxes
|
|
$
|
18,687
|
|
|
$
|
14,035
|
|
|
$
|
16,099
|
|
|
$
|
11,753
|
|
Cash payments above represent cash tax payments made by the
Company in foreign jurisdictions. During the periods presented,
tax payments made in the U.S. were made by Sara Lee on the
Companys behalf and were settled in the funding payable
with parent companies account.
F-46
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The deferred tax assets and liabilities at the respective
year-ends were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nondeductible reserves
|
|
$
|
11,598
|
|
|
$
|
14,580
|
|
|
$
|
14,424
|
|
Inventory
|
|
|
77,750
|
|
|
|
97,633
|
|
|
|
99,887
|
|
Property and equipment
|
|
|
11,807
|
|
|
|
|
|
|
|
|
|
Intangibles
|
|
|
161,690
|
|
|
|
|
|
|
|
|
|
Capital loss
|
|
|
|
|
|
|
23,149
|
|
|
|
248,118
|
|
Accrued expenses
|
|
|
63,640
|
|
|
|
39,871
|
|
|
|
36,468
|
|
Employee benefits
|
|
|
90,180
|
|
|
|
65,105
|
|
|
|
49,412
|
|
Charitable contributions
|
|
|
|
|
|
|
|
|
|
|
11,216
|
|
Net operating loss and other tax
carryforwards
|
|
|
42,579
|
|
|
|
37,641
|
|
|
|
40,913
|
|
Other
|
|
|
14,423
|
|
|
|
7,237
|
|
|
|
8,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross deferred tax assets
|
|
|
473,667
|
|
|
|
285,216
|
|
|
|
508,799
|
|
Less valuation allowances
|
|
|
(14,591
|
)
|
|
|
(47,127
|
)
|
|
|
(269,633
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
459,076
|
|
|
|
238,089
|
|
|
|
239,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaids
|
|
|
3,971
|
|
|
|
5,803
|
|
|
|
5,837
|
|
Property and equipment
|
|
|
|
|
|
|
2,601
|
|
|
|
12,283
|
|
Intangibles
|
|
|
|
|
|
|
30,604
|
|
|
|
29,029
|
|
Foreign dividends declared but not
received
|
|
|
|
|
|
|
8,828
|
|
|
|
50,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
3,971
|
|
|
|
47,836
|
|
|
|
97,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
455,105
|
|
|
$
|
190,253
|
|
|
$
|
141,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The valuation allowance for deferred tax assets as of
December 30, 2006, July 1, 2006, and July 2, 2005
was $14,591, $47,127, and $269,633, respectively. The net change
in the total valuation allowance for the six months ended
December 30, 2006 and fiscal years ended July 1, 2006
and July 2, 2005 was ($32,536), ($222,506), and $1,301,
respectively.
The valuation allowance relates in part to deferred tax assets
established under SFAS No. 109 for loss carryforwards
at December 30, 2006, July 1, 2006, and July 2,
2005, of $11,736, $21,123, and $18,116, respectively, and to
foreign goodwill of $2,855 at December 30, 2006, $2,855 at
July 1, 2006, and $3,399 at July 2, 2005.
In addition, a $248,118 valuation allowance existed for capital
losses resulting from the sale of U.S. apparel capital
assets in 2001 and 2003. Of these capital losses $224,969
expired unused at July 1, 2006.
During the six months ended December 30, 2006, deferred tax
assets and the related valuation allowance were reduced by
$23,149 for the remaining capital losses and $9,387 in foreign
net operating losses retained by Sara Lee.
Since Sara Lee retained the liabilities related to income tax
contingencies for all periods prior to the spin off, such
amounts have been reflected in the Parent companies
equity investment line of the Combined and Consolidated
Balance Sheets.
F-47
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Within 180 days after Sara Lee files its final consolidated
tax return for the period that includes September 5, 2006,
Sara Lee is required to deliver to the Company a computation of
the amount of deferred taxes attributable to the Companys
United States and Canadian operations that would be included on
the Companys balance sheet as of September 6, 2006.
If substituting the amount of deferred taxes as finally
determined for the amount of estimated deferred taxes that were
included on that balance sheet at the time of the spin off
causes a decrease in the net book value reflected on that
balance sheet, then Sara Lee will be required to pay the Company
the amount of such decrease. If such substitution causes an
increase in the net book value reflected on that balance sheet,
then the Company will be required to pay Sara Lee the amount of
such increase. For purposes of this computation, the
Companys deferred taxes are the amount of deferred tax
benefits (including deferred tax consequences attributable to
deductible temporary differences and carryforwards) that would
be recognized as assets on the Companys balance sheet
computed in accordance with GAAP, but without regard to
valuation allowances, less the amount of deferred tax
liabilities (including deferred tax consequences attributable to
deductible temporary differences) that would be recognized as
liabilities on the Companys balance sheet computed in
accordance with GAAP, but without regard to valuation
allowances. Neither the Company nor Sara Lee will be required to
make any other payments to the other with respect to deferred
taxes.
In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during
the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of
deferred tax liabilities, projected future taxable income, and
tax planning strategies in making this assessment. Based upon
the level of historical taxable income and projections for
future taxable income over the periods which the deferred tax
assets are deductible, management believes it is more likely
than not the Company will realize the benefits of these
deductible differences, net of the existing valuation allowances.
At December 30, 2006, the Company has net operating loss
carryforwards of approximately $127,384 which will expire as
follows:
|
|
|
|
|
Years Ending:
|
|
|
|
|
December 29, 2007
|
|
$
|
3,541
|
|
January 3, 2009
|
|
|
1,570
|
|
January 2, 2010
|
|
|
660
|
|
January 1, 2011
|
|
|
64
|
|
December 31, 2011 and
thereafter
|
|
|
121,549
|
|
The Company recognized a $50,000 tax charge related to the
repatriation of the earnings of foreign subsidiaries to the
U.S. in 2005.
In addition, the Company recognized a $31,600 tax charge for
extraordinary dividends associated with the American Jobs
Creation Act of 2004 (Act). On October 22, 2004, the
President of the United States signed the Act which created a
temporary incentive for U.S. corporations to repatriate
accumulated income earned abroad by providing an 85% dividends
received deduction for certain dividends from controlled foreign
corporations.
At December 30, 2006, applicable U.S. federal income
taxes and foreign withholding taxes have not been provided on
the accumulated earnings of foreign subsidiaries that are
expected to be permanently reinvested. If these earnings had not
been permanently reinvested, deferred taxes of approximately
$64,100 would have been recognized in the Combined and
Consolidated Financial Statements.
F-48
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
(18) Stockholders
Equity
The Company is authorized to issue up to 500,000 shares of
common stock, par value $0.01 per share, and up to
50,000 shares of preferred stock, par value $0.01 per
share, and permits the Companys board of directors,
without stockholder approval, to increase or decrease the
aggregate number of shares of stock or the number of shares of
stock of any class or series that the Company is authorized to
issue. At December 30, 2006, 96,312 shares of common
stock were issued and outstanding and no shares of preferred
stock were issued or outstanding. Included within the
50,000 shares of preferred stock, 500 shares are
designated Junior Participating Preferred Stock, Series A
(the Series A Preferred Stock) and reserved for
issuance upon the exercise of rights under the rights agreement
described below.
Preferred
Stock Purchase Rights
Pursuant to a stockholder rights agreement entered into by the
Company prior to the spin off, one preferred stock purchase
right will be distributed with and attached to each share of the
Companys common stock. Each right will entitle its holder,
under the circumstances described below, to purchase from the
Company one one-thousandth of a share of the Series A
Preferred Stock at an exercise price of $75 per right.
Initially, the rights will be associated with the Companys
common stock, and will be transferable with and only with the
transfer of the underlying share of common stock. Until a right
is exercised, its holder, as such, will have no rights as a
stockholder with respect to such rights, including, without
limitation, the right to vote or to receive dividends.
The rights will become exercisable and separately certificated
only upon the rights distribution date, which will occur upon
the earlier of: (i) ten days following a public
announcement by the Company that a person or group (an
acquiring person) has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of its
outstanding shares of common stock (the date of the announcement
being the stock acquisition date); or (ii) ten
business days (or later if so determined by our board of
directors) following the commencement of or public disclosure of
an intention to commence a tender offer or exchange offer by a
person if, after acquiring the maximum number of securities
sought pursuant to such offer, such person, or any affiliate or
associate of such person, would acquire, or obtain the right to
acquire, beneficial ownership of 15% or more of our outstanding
shares of the Companys common stock.
Upon the Companys public announcement that a person or
group has become an acquiring person, each holder of a right
(other than any acquiring person and certain related parties,
whose rights will have automatically become null and void) will
have the right to receive, upon exercise, common stock with a
value equal to two times the exercise price of the right. In the
event of certain business combinations, each holder of a right
(except rights which previously have been voided as described
above) will have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times
the exercise price of the right.
The Company may redeem the rights in whole, but not in part, at
a price of $0.001 per right (subject to adjustment and payable
in cash, common stock or other consideration deemed appropriate
by the board of directors) at any time prior to the earlier of
the stock acquisition date and the rights expiration date.
Immediately upon the action of the board of directors
authorizing any redemption, the rights will terminate and the
holders of rights will only be entitled to receive the
redemption price. At any time after a person becomes an
acquiring person and prior to the earlier of (i) the time
any person, together with all affiliates and associates, becomes
the beneficial owner of 50% or more of the Companys
outstanding common stock and (ii) the occurrence of a
business combination, the board of directors may cause the
Company to exchange for all or part of the then-outstanding and
exercisable rights shares of its common stock at an exchange
ratio of one common share per right, adjusted to reflect any
stock split, stock dividend or similar transaction.
F-49
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
(19) Relationship
with Sara Lee and Related Entities
Effective upon the completion of the spin off on
September 5, 2006, Sara Lee ceased to be a related party to
the Company. The Company paid a dividend to Sara Lee of
$1,950,000 and repaid a loan in the amount of $450,000 which is
reflected in the Combined and Consolidated Statement of
Stockholders or Parent Companies Equity. An
additional payment of approximately $26,306 was paid to Sara Lee
in order to satisfy all outstanding payables from the Company to
Sara Lee and Sara Lee subsidiaries.
Prior to the spin off on September 5, 2006, the Company
participated in a number of Sara Lee administered programs such
as cash funding systems, insurance programs, employee benefit
programs and workers compensation programs. In connection
with the spin off from Sara Lee, the Company assumed $299,000 in
unfunded employee benefit liabilities for pension,
postretirement and other retirement benefit qualified and
nonqualified plans, and $37,554 of liabilities in connection
with property insurance, workers compensation, and other
programs.
Included in the historical information are costs of certain
services such as business insurance, medical insurance, and
employee benefit plans and allocations for certain centralized
administration costs for treasury, real estate, accounting,
auditing, tax, risk management, human resources and benefits
administration. Centralized administration costs were allocated
to the Company based upon a proportional cost allocation method.
These allocated costs are included in the Selling, general
and administrative expenses line of the Combined and
Consolidated Statement of Income and the Parent
companies equity investment line of the Combined and
Consolidated Balance Sheet. For the six months ended
December 30, 2006, the total amount allocated for
centralized administration costs by Sara Lee was $0.
In connection with the spin off, the Company entered into the
following agreements with Sara Lee:
|
|
|
|
|
Master Separation Agreement. This agreement governs the
contribution of Sara Lees branded apparel Americas/Asia
business to the Company, the subsequent distribution of shares
of Hanesbrands common stock to Sara Lee stockholders and
other matters related to Sara Lees relationship with the
Company. To effect the contribution, Sara Lee agreed to transfer
all of the assets of the branded apparel Americas/Asia business
to the Company and the Company agreed to assume, perform and
fulfill all of the liabilities of the branded apparel
Americas/Asia division in accordance with their respective
terms, except for certain liabilities to be retained by Sara Lee.
|
|
|
|
Tax Sharing Agreement. This agreement governs the
allocation of U.S. federal, state, local, and foreign tax
liability between the Company and Sara Lee, provides for
restrictions and indemnities in connection with the tax
treatment of the distribution, and addresses other tax-related
matters. This agreement also provides that the Company is liable
for taxes incurred by Sara Lee that arise as a result of the
Company taking or failing to take certain actions that result in
the distribution failing to meet the requirements of a tax-free
distribution under Sections 355 and 368(a)(1)(D) of the
Internal Revenue Code. The Company therefore has generally
agreed that, among other things, it will not take any actions
that would result in any tax being imposed on the spin off.
|
|
|
|
Employee Matters Agreement. This agreement allocates
responsibility for employee benefit matters on the date of and
after the spin off, including the treatment of existing welfare
benefit plans, savings plans, equity-based plans and deferred
compensation plans as well as the Companys establishment
of new plans.
|
|
|
|
Master Transition Services Agreement. Under this
agreement, the Company and Sara Lee agreed to provide each
other, for varying periods of time, with specified support
services related to among
|
F-50
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
|
|
|
|
|
others, human resources and financial shared services,
tax-shared services and information technology services. Each of
these services is provided for a fee, which differs depending
upon the service.
|
|
|
|
|
|
Real Estate Matters Agreement. This agreement governs the
manner in which Sara Lee will transfer to or share with the
Company various leased and owned properties associated with the
branded apparel business.
|
|
|
|
Indemnification and Insurance Matters Agreement. This
agreement provides general indemnification provisions pursuant
to which the Company and Sara Lee have agreed to indemnify each
other and their respective affiliates, agents, successors and
assigns from certain liabilities. This agreement also contains
provisions governing the recovery by and payment to the Company
of insurance proceeds related to its business and arising on or
prior to the date of the distribution and its insurance coverage.
|
|
|
|
Intellectual Property Matters Agreement. This agreement
provides for the license by Sara Lee to the Company of certain
software, and governs the wind-down of the Companys use of
certain of Sara Lees trademarks (other than those being
transferred to the Company in connection with the spin off).
|
During the periods presented prior to the spin off on
September 5, 2006, the Company participated in a number of
corporate-wide programs administered by Sara Lee. These programs
included participation in Sara Lees Global Cash Funding
System, insurance programs, employee benefit programs,
workers compensation programs, and tax planning services.
As part of the Companys participation in Sara Lees
Global Cash Funding System, Sara Lee provided all funding used
for working capital purposes or other investment needs. These
funding amounts are reflected in these financial statements and
described further below. Sara Lee has issued debt for general
corporate purposes and this debt and related interest have not
been allocated to these financial statements. The following is a
discussion of the relationship with Sara Lee, the services
provided and how they have been accounted for in the
Companys financial statements.
|
|
(a)
|
Amounts
due to or from Parent Companies and Related
Entities
|
The amounts due (to) from parent companies and related entities
were as follows:
|
|
|
|
|
|
|
|
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2005
|
|
|
Due from related entities
|
|
$
|
273,428
|
|
|
$
|
26,194
|
|
Funding receivable with parent
companies
|
|
|
161,686
|
|
|
|
|
|
Notes receivable from parent
companies
|
|
|
1,111,167
|
|
|
|
90,551
|
|
Due to related entities
|
|
|
(43,115
|
)
|
|
|
(59,943
|
)
|
Funding payable with parent
companies
|
|
|
|
|
|
|
(317,184
|
)
|
Notes payable to parent companies
|
|
|
(246,830
|
)
|
|
|
(228,152
|
)
|
Notes payable to related entities
|
|
|
(466,944
|
)
|
|
|
(323,046
|
)
|
|
|
|
|
|
|
|
|
|
Net amount due (to) from parent
companies and related entities
|
|
$
|
789,392
|
|
|
$
|
(811,580
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Allocation
of Corporate Costs
|
The costs of certain services that were provided by Sara Lee to
the Company during the periods presented have been reflected in
these financial statements, including charges for services such
as business insurance, medical insurance and employee benefit
plans and allocations for certain centralized administration
costs for treasury, real estate, accounting, auditing, tax, risk
management, human resources and benefits administration. These
allocations of centralized administration costs were determined
using a proportional cost allocation
F-51
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
method on bases that the Company and Sara Lee considered to be
reasonable, including relevant operating profit, fixed assets,
sales, and payroll. Allocated costs are included in the
Selling, general and administrative expenses line of
the Combined and Consolidated Income Statements and the
Parent companies equity investment line of the
Combined and Consolidated Balance Sheets. The total amount
allocated for centralized administration costs by Sara Lee in
the six months ended December 30, 2006 and the fiscal years
ended 2006, 2005 and 2004 was $0, $37,478, $34,213 and $32,568,
respectively. For the six months ended December 30, 2006,
there were no costs allocated as the Companys
infrastructure was in place and did not significantly benefit
from these services from Sara Lee. These costs represent
managements reasonable allocation of the costs incurred.
However, these amounts may not be representative of the costs
necessary for the Company to operate as a separate standalone
company. The Net transactions with parent companies
line item in the Combined and Consolidated Statements of Parent
Companies Equity primarily reflects dividends paid to
parent companies and costs paid by Sara Lee on behalf of the
Company.
|
|
(c)
|
Global
Cash Funding System
|
During the periods presented prior to the spin off on
September 5, 2006, the Company participated in Sara
Lees Global Cash Funding System. Sara Lee maintained a
separate program for domestic operating locations and foreign
locations.
Domestic Cash Funding SystemIn the Domestic Cash
Funding System, the Companys domestic operating locations
maintained a bank account with a specific bank as directed by
Sara Lee. These funding system bank accounts were linked
together and were globally managed by Sara Lee. The Company
recorded two types of transactions in the funding system bank
account as follows (1) cash collections from the
Companys operations were deposited into the account, and
(2) any cash borrowings or charges which were used to fund
operations were taken from the account. Cash collections
deposited into this account generally included all cash receipts
made by the operating locations. Cash borrowings made by the
Company from the Sara Lee cash concentration system were used to
fund operating expenses. Interest was not earned or paid on the
domestic cash funding system account. A portion of cash in the
Companys bank accounts during the periods presented was
part of the funding system utilized by Sara Lee where the bank
had a right of offset for the Company accounts against other
Sara Lee accounts.
For the periods presented prior to the spin off on
September 5, 2006, transactions between the Company and
Sara Lee consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2005
|
|
|
Payable (receivable) balance at
beginning of period
|
|
$
|
317,184
|
|
|
$
|
(55,379
|
)
|
Cash collections from operations
|
|
|
(2,225,050
|
)
|
|
|
(1,180,617
|
)
|
Cash borrowings and other payments
|
|
|
1,746,180
|
|
|
|
1,553,180
|
|
|
|
|
|
|
|
|
|
|
(Receivable) payable balance at
end of period
|
|
$
|
(161,686
|
)
|
|
$
|
317,184
|
|
|
|
|
|
|
|
|
|
|
Average balance during the period
|
|
$
|
77,749
|
|
|
$
|
130,902
|
|
|
|
|
|
|
|
|
|
|
The receivable or payable at the end of each period is reported
in the Funding receivable with parent companies or
Funding payable with parent companies line of the
Combined and Consolidated Balance Sheets. These amounts were
generally settled on a monthly basis, and therefore have been
shown in current assets or liabilities on the Combined and
Consolidated Balance Sheets. The Net transactions with
parent companies line on the Combined and Consolidated
Statements of Cash Flows primarily reflects the cash activity in
the funding (receivable) payable with parent and cash activity
in the Parent companies equity investment line
in the balance sheet.
F-52
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
Foreign Cash Pool SystemThe Company maintained a
bank account with a bank selected by Sara Lee in each foreign
operating location. Within each country, one Sara Lee entity is
designated as the cash pool leader and the individual bank
accounts that each subsidiary maintains were linked with the
countrys cash pool leader account. During each day, under
the cash pooling arrangement, each individual participant can
either deposit funds into the cash pool account from the
collection of receivables or withdraw funds from the account to
fund working capital or other cash needs of the business. At the
end of the day, the cash pool leader sweeps all cash balances in
the countrys cash pool accounts into the cash pool
leaders account, or funds any overdrawn accounts so that
each cash pool participant account has a zero balance at the end
of the day. The cash pool leader controls all funds in the
leaders account. As cash is swept into or out of a cash
pool account, an intercompany payable or receivable is
established between the cash pool leader and the participant.
The net receivable or payable balance in the intercompany
account earns interest or pays interest at the applicable
countrys market rate. The net interest income (expense)
recognized on the cash pool intercompany account by the Company
for the six months ended December 30, 2006 and fiscal years
ended 2006, 2005 and 2004 was ($60), ($1,092), $84 and $579,
respectively. At the end of the six months ended
December 30, 2006 and fiscal years ended 2006, 2005 and
2004, the Company reported the cash pool balances of $0, $1,109,
$14,458 and $42,913, respectively, in the Due from related
entities line and $0, $39,739, $40,740 and $49,970,
respectively, in the Due to related entities line of
the Combined and Consolidated Balance Sheets. Sara Lee and the
Company did not intend on repaying any of these outstanding
amounts upon completion of the spin off and therefore these
amounts are shown in current assets or liabilities on the
Combined and Consolidated Balance Sheet.
Certain of the Companys divisions had various short-term
loans to and from Sara Lee and other parent companies prior to
the spin off. The purpose of these loans was to provide funds
for certain working capital or other capital and operating
requirements of the business. These loans maintained fixed
interest rates ranging from 3.60% to 5.66%, 1.8% to 5.60%, and
1.32% to 5.60%, at July 1, 2006, July 2, 2005 and
July 3, 2004, respectively. The balances are reported in
the short-term Notes payable to parent companies
line and the short-term Notes receivable from parent
companies line in the Combined and Consolidated Balance
Sheets. Sara Lee and the Company did not intend on repaying
these outstanding amounts upon the completion of the spin off
and therefore have shown these amounts in current assets or
liabilities on the Combined and Consolidated Balance Sheets.
|
|
(e)
|
Other
Transactions with Sara Lee Related Entities
|
During all periods presented prior to the spin off on
September 5, 2006, the Companys entities engaged in
certain transactions with other Sara Lee businesses that are not
part of the Company, which included the purchase and sale of
certain inventory, the exchange of services, and royalty
arrangements involving the use of trademarks or other
intangibles.
Transactions with related entities are summarized in the table
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Sales to related entities
|
|
$
|
5
|
|
|
$
|
1,630
|
|
|
$
|
1,999
|
|
|
$
|
1,365
|
|
Net royalty income
|
|
|
2,026
|
|
|
|
1,554
|
|
|
|
3,152
|
|
|
|
3,782
|
|
Net service expense
|
|
|
7
|
|
|
|
4,449
|
|
|
|
8,915
|
|
|
|
10,170
|
|
Interest expense
|
|
|
7,878
|
|
|
|
23,036
|
|
|
|
30,759
|
|
|
|
32,041
|
|
Interest income
|
|
|
4,926
|
|
|
|
5,807
|
|
|
|
16,275
|
|
|
|
6,795
|
|
F-53
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
The outstanding balances, excluding interest, resulting from
such transactions are reported in the Due to related
entities and the Due from related entities
lines of the Combined and Consolidated Balance Sheets. Interest
income and expense with related entities are reported in the
Interest expense, net line of the Combined and
Consolidated Statements of Income. The remaining balances
included in this line represent interest with third parties.
In addition to trade transactions, certain divisions within the
Company had outstanding loans payable to related entities during
the periods presented. The purpose of these loans was to provide
additional capital to support operating requirements. These
loans maintained fixed interest rates consistent with those
related to intercompany loans with parent companies. The
balances are reported in the Notes payable to related
entities line of the Combined and Consolidated Balance
Sheets.
(20) Business
Segment Information
During the six months ended December 30, 2006, the Company
changed its internal reporting structure such that operations
are managed and reported in five operating segments, each of
which is a reportable segment: Innerwear, Outerwear, Hosiery,
International and Other. These segments are organized
principally by product category and geographic location.
Management of each segment is responsible for the assets and
operations of these businesses. Prior to the six months ended
December 30, 2006, the Company managed and reported its
operations in four operating segments, each of which was a
reportable segment: Innerwear, Outerwear, Hosiery and
International.
The types of products and services from which each reportable
segment derives its revenues are as follows:
|
|
|
|
|
Innerwear sells basic branded products that are replenishment in
nature under the product categories of womens intimate
apparel, mens underwear, kids underwear, sock,
thermals and sleepwear.
|
|
|
|
Outerwear sells basic branded products that are seasonal in
nature under the product categories of casualwear and activewear.
|
|
|
|
Hosiery sells products in categories such as panty hose and knee
highs.
|
|
|
|
International relates to the Europe, Asia, Canada and Latin
America geographic locations which sell products that span
across the innerwear, outerwear and hosiery reportable segments.
|
|
|
|
Other is comprised of sales of non finished products such as
fabric and certain other materials in the United States, Asia
and Latin America in order to maintain asset utilization at
certain manufacturing facilities.
|
Prior to the six months ended December 30, 2006, the
Company evaluated segment operating performance based upon a
definition of segment operating profit that included
restructuring and related accelerated depreciation charges.
Beginning in the six months ended December 30, 2006, the
Company began evaluating the operating performance of its
segments based upon a new definition of segment operating
profit, which is defined as operating profit before general
corporate expenses, amortization of trademarks and other
identifiable intangibles and restructuring and related
accelerated depreciation charges. In connection with this
change, the Company no longer allocates goodwill and trademarks
and other identifiable intangibles to its operating segments for
the purposes of evaluating operating performance. Prior period
segment results have been conformed to the new measurements of
segment financial performance. The accounting policies of the
segments are consistent with those described in Note 2,
Summary of Significant Accounting Policies.
F-54
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Net sales(1)(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
1,295,868
|
|
|
$
|
2,627,101
|
|
|
$
|
2,703,637
|
|
|
$
|
2,668,876
|
|
Outerwear
|
|
|
616,298
|
|
|
|
1,140,703
|
|
|
|
1,198,286
|
|
|
|
1,141,677
|
|
Hosiery
|
|
|
144,066
|
|
|
|
290,125
|
|
|
|
338,468
|
|
|
|
382,728
|
|
International
|
|
|
197,729
|
|
|
|
398,157
|
|
|
|
399,989
|
|
|
|
410,889
|
|
Other
|
|
|
19,381
|
|
|
|
62,809
|
|
|
|
88,859
|
|
|
|
86,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment net sales
|
|
|
2,273,342
|
|
|
|
4,518,895
|
|
|
|
4,729,239
|
|
|
|
4,691,058
|
|
Intersegment
|
|
|
(22,869
|
)
|
|
|
(46,063
|
)
|
|
|
(45,556
|
)
|
|
|
(58,317
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
2,250,473
|
|
|
$
|
4,472,832
|
|
|
$
|
4,683,683
|
|
|
$
|
4,632,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Segment operating
profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
172,008
|
|
|
$
|
344,643
|
|
|
$
|
300,796
|
|
|
$
|
366,988
|
|
Outerwear
|
|
|
21,316
|
|
|
|
74,170
|
|
|
|
68,301
|
|
|
|
47,059
|
|
Hosiery
|
|
|
36,205
|
|
|
|
39,069
|
|
|
|
40,776
|
|
|
|
38,113
|
|
International
|
|
|
15,236
|
|
|
|
37,003
|
|
|
|
32,231
|
|
|
|
38,248
|
|
Other
|
|
|
(288
|
)
|
|
|
127
|
|
|
|
(174
|
)
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating profit
|
|
|
244,477
|
|
|
|
495,012
|
|
|
|
441,930
|
|
|
|
490,443
|
|
Items not included in segment
operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate expenses
|
|
|
(46,927
|
)
|
|
|
(52,482
|
)
|
|
|
(21,823
|
)
|
|
|
(28,980
|
)
|
Amortization of trademarks and
other identifiable intangibles
|
|
|
(3,466
|
)
|
|
|
(9,031
|
)
|
|
|
(9,100
|
)
|
|
|
(8,712
|
)
|
Gain on curtailment of
postretirement benefits
|
|
|
28,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
|
|
|
(11,278
|
)
|
|
|
101
|
|
|
|
(46,978
|
)
|
|
|
(27,466
|
)
|
Accelerated depreciation
|
|
|
(21,199
|
)
|
|
|
|
|
|
|
(4,549
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating profit
|
|
|
190,074
|
|
|
|
433,600
|
|
|
|
359,480
|
|
|
|
425,285
|
|
Other expenses
|
|
|
(7,401
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(70,753
|
)
|
|
|
(17,280
|
)
|
|
|
(13,964
|
)
|
|
|
(24,413
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
111,920
|
|
|
$
|
416,320
|
|
|
$
|
345,516
|
|
|
$
|
400,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-55
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
1,354,183
|
|
|
$
|
2,664,833
|
|
|
$
|
2,517,796
|
|
Outerwear
|
|
|
761,653
|
|
|
|
798,724
|
|
|
|
707,690
|
|
Hosiery
|
|
|
110,400
|
|
|
|
155,098
|
|
|
|
144,312
|
|
International
|
|
|
222,561
|
|
|
|
298,698
|
|
|
|
268,492
|
|
Other
|
|
|
21,798
|
|
|
|
43,367
|
|
|
|
44,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,470,595
|
|
|
|
3,960,720
|
|
|
|
3,683,127
|
|
Corporate(3)
|
|
|
965,025
|
|
|
|
943,166
|
|
|
|
574,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,435,620
|
|
|
$
|
4,903,886
|
|
|
|
4,257,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Depreciation expense for fixed
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
20,945
|
|
|
$
|
52,815
|
|
|
$
|
61,336
|
|
|
$
|
53,764
|
|
Outerwear
|
|
|
10,417
|
|
|
|
22,525
|
|
|
|
18,727
|
|
|
|
20,500
|
|
Hosiery
|
|
|
4,960
|
|
|
|
12,645
|
|
|
|
11,356
|
|
|
|
15,172
|
|
International
|
|
|
1,529
|
|
|
|
2,783
|
|
|
|
3,123
|
|
|
|
7,479
|
|
Other
|
|
|
2,287
|
|
|
|
4,143
|
|
|
|
2,857
|
|
|
|
2,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,138
|
|
|
|
94,911
|
|
|
|
97,399
|
|
|
|
99,898
|
|
Corporate
|
|
|
29,808
|
|
|
|
10,262
|
|
|
|
11,392
|
|
|
|
5,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation expense for
fixed assets
|
|
$
|
69,946
|
|
|
$
|
105,173
|
|
|
$
|
108,791
|
|
|
$
|
105,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Additions to long-lived
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Innerwear
|
|
$
|
4,447
|
|
|
$
|
32,667
|
|
|
$
|
22,223
|
|
|
$
|
38,032
|
|
Outerwear
|
|
|
1,580
|
|
|
|
47,242
|
|
|
|
25,675
|
|
|
|
13,513
|
|
Hosiery
|
|
|
1,426
|
|
|
|
4,279
|
|
|
|
2,233
|
|
|
|
5,156
|
|
International
|
|
|
985
|
|
|
|
5,025
|
|
|
|
2,912
|
|
|
|
3,261
|
|
Other
|
|
|
189
|
|
|
|
659
|
|
|
|
365
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,627
|
|
|
|
89,872
|
|
|
|
53,408
|
|
|
|
60,041
|
|
Corporate
|
|
|
21,137
|
|
|
|
20,207
|
|
|
|
13,727
|
|
|
|
3,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total additions to long-lived
assets
|
|
$
|
29,764
|
|
|
$
|
110,079
|
|
|
$
|
67,135
|
|
|
$
|
63,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes sales between segments. Such sales are at transfer
prices that are at cost plus markup or at prices equivalent to
market value. |
F-56
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
|
|
|
(2) |
|
Intersegment sales included in the segments net sales are
as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Years Ended
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Innerwear
|
|
$
|
2,287
|
|
|
$
|
5,293
|
|
|
$
|
4,844
|
|
|
$
|
5,516
|
|
Outerwear
|
|
|
9,671
|
|
|
|
16,062
|
|
|
|
13,098
|
|
|
|
17,970
|
|
Hosiery
|
|
|
9,575
|
|
|
|
21,302
|
|
|
|
21,079
|
|
|
|
26,434
|
|
International
|
|
|
1,355
|
|
|
|
3,406
|
|
|
|
6,535
|
|
|
|
8,397
|
|
Other
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
22,869
|
|
|
|
46,063
|
|
|
|
45,556
|
|
|
|
58,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Principally cash and equivalents, certain fixed assets, net
deferred tax assets, goodwill, trademarks and other identifiable
intangibles, and certain other noncurrent assets. |
Sales to Wal-Mart, Target and Kohls were substantially in
the Innerwear and Outerwear segments and represented 28%, 15%
and 6% of total sales in the six months ended December 30,
2006, respectively.
Worldwide sales by product category for Innerwear, Outerwear,
Hosiery and Other were $1,433,772, $668,595, $151,594 and
$19,381, respectively, in the six months ended December 30,
2006.
(21) Geographic
Area Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended or at
|
|
|
Years Ended or at
|
|
|
|
December 30,
|
|
|
July 1,
|
|
|
July 2,
|
|
|
July 3,
|
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
Long-Lived
|
|
|
|
|
|
Long-Lived
|
|
|
|
|
|
Long-Lived
|
|
|
|
|
|
Long-Lived
|
|
|
|
Sales
|
|
|
Assets
|
|
|
Sales
|
|
|
Assets
|
|
|
Sales
|
|
|
Assets
|
|
|
Sales
|
|
|
Assets
|
|
|
United States
|
|
$
|
2,058,506
|
|
|
$
|
718,489
|
|
|
$
|
4,105,168
|
|
|
$
|
862,280
|
|
|
$
|
4,307,940
|
|
|
$
|
770,917
|
|
|
$
|
4,257,886
|
|
|
$
|
846,311
|
|
Mexico
|
|
|
38,920
|
|
|
|
19,194
|
|
|
|
77,516
|
|
|
|
35,376
|
|
|
|
79,352
|
|
|
|
42,897
|
|
|
|
97,848
|
|
|
|
45,745
|
|
Central America
|
|
|
23,793
|
|
|
|
104,420
|
|
|
|
3,185
|
|
|
|
49,166
|
|
|
|
4,511
|
|
|
|
98,168
|
|
|
|
4,304
|
|
|
|
101,015
|
|
Japan
|
|
|
43,707
|
|
|
|
16,302
|
|
|
|
85,898
|
|
|
|
4,979
|
|
|
|
91,337
|
|
|
|
6,202
|
|
|
|
85,129
|
|
|
|
7,126
|
|
Canada
|
|
|
57,898
|
|
|
|
6,008
|
|
|
|
118,798
|
|
|
|
6,828
|
|
|
|
113,782
|
|
|
|
7,496
|
|
|
|
109,228
|
|
|
|
7,904
|
|
Other
|
|
|
27,649
|
|
|
|
111,159
|
|
|
|
80,637
|
|
|
|
73,411
|
|
|
|
84,762
|
|
|
|
57,544
|
|
|
|
76,981
|
|
|
|
24,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,250,473
|
|
|
$
|
975,572
|
|
|
|
4,471,202
|
|
|
$
|
1,032,040
|
|
|
|
4,681,684
|
|
|
$
|
983,224
|
|
|
|
4,631,376
|
|
|
|
1,032,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party
|
|
|
|
|
|
|
|
|
|
|
1,630
|
|
|
|
|
|
|
|
1,999
|
|
|
|
|
|
|
|
1,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,250,473
|
|
|
|
|
|
|
$
|
4,472,832
|
|
|
|
|
|
|
$
|
4,683,683
|
|
|
|
|
|
|
|
4,632,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-57
HANESBRANDS
Notes to Combined and Consolidated Financial
Statement(Continued)
Six months ended December 30, 2006 and years ended July 1, 2006,
July 2, 2005 and July 3, 2004
(dollars in thousands, except per share data)
(22) Quarterly
Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Total
|
|
|
Six month period ending
December 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,118,968
|
|
|
$
|
1,131,505
|
|
|
|
*
|
|
|
|
*
|
|
|
$
|
2,250,473
|
|
Gross profit
|
|
|
365,631
|
|
|
|
354,723
|
|
|
|
|
|
|
|
|
|
|
|
720,354
|
|
Net income
|
|
|
50,345
|
|
|
|
23,794
|
|
|
|
|
|
|
|
|
|
|
|
74,139
|
|
Basic earnings per share
|
|
|
0.52
|
|
|
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
0.77
|
|
Diluted earnings per share
|
|
|
0.52
|
|
|
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
0.77
|
|
Fiscal 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,137,960
|
|
|
$
|
1,181,878
|
|
|
$
|
1,032,861
|
|
|
$
|
1,120,133
|
|
|
|
4,472,832
|
|
Gross profit
|
|
|
369,518
|
|
|
|
393,460
|
|
|
|
340,893
|
|
|
|
381,461
|
|
|
|
1,485,332
|
|
Net income
|
|
|
82,603
|
|
|
|
106,012
|
|
|
|
74,593
|
|
|
|
59,285
|
|
|
|
322,493
|
|
Basic earnings per share
|
|
|
0.86
|
|
|
|
1.10
|
|
|
|
0.77
|
|
|
|
0.62
|
|
|
|
3.35
|
|
Diluted earnings per share
|
|
|
0.86
|
|
|
|
1.10
|
|
|
|
0.77
|
|
|
|
0.62
|
|
|
|
3.35
|
|
Fiscal 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,217,359
|
|
|
$
|
1,239,144
|
|
|
$
|
1,071,830
|
|
|
$
|
1,155,350
|
|
|
|
4,683,683
|
|
Gross profit
|
|
|
388,128
|
|
|
|
382,432
|
|
|
|
328,776
|
|
|
|
360,776
|
|
|
|
1,460,112
|
|
Net income (loss)
|
|
|
101,406
|
|
|
|
100,921
|
|
|
|
25,166
|
|
|
|
(8,984
|
)
|
|
|
218,509
|
|
Basic earnings per share
|
|
|
1.05
|
|
|
|
1.05
|
|
|
|
0.26
|
|
|
|
(0.09
|
)
|
|
|
2.27
|
|
Diluted earnings per share
|
|
|
1.05
|
|
|
|
1.05
|
|
|
|
0.26
|
|
|
|
(0.09
|
)
|
|
|
2.27
|
|
Fiscal 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,181,892
|
|
|
$
|
1,146,289
|
|
|
$
|
1,084,327
|
|
|
$
|
1,220,233
|
|
|
|
4,632,741
|
|
Gross profit
|
|
|
395,054
|
|
|
|
377,737
|
|
|
|
368,891
|
|
|
|
399,033
|
|
|
|
1,540,715
|
|
Net income
|
|
|
84,705
|
|
|
|
79,227
|
|
|
|
82,644
|
|
|
|
202,976
|
|
|
|
449,552
|
|
Basic earnings per share
|
|
|
0.88
|
|
|
|
0.82
|
|
|
|
0.86
|
|
|
|
2.11
|
|
|
|
4.67
|
|
Diluted earnings per share
|
|
|
0.88
|
|
|
|
0.82
|
|
|
|
0.86
|
|
|
|
2.11
|
|
|
|
4.67
|
|
|
|
|
* |
|
The six months ended December 30, 2006 contains only first
and second quarter results as a result of changing our fiscal
year end to the Saturday closest to December 31. |
The amounts above include the impact of restructuring and
curtailment as described in notes 4 and 16,
respectively, to the Combined and Consolidated Financial
Statements.
(23) Subsequent
Event
On February 1, 2007, the Company announced that its Board
of Directors has granted authority for the repurchase of up to
10,000 shares of the Companys common stock. Share
repurchases will be made periodically in open-market
transactions, and are subject to market conditions, legal
requirements and other factors. Additionally, management has
been granted authority to establish a trading plan under
Rule 10b5-1
of the Securities Exchange Act of 1934 in connection with share
repurchases, which will allow the Company to repurchase shares
in the open market during periods in which the stock trading
window is otherwise closed for the Company and certain of its
officers and employees pursuant to the Companys insider
trading policy.
F-58
HANESBRANDS
VALUATION AND QUALIFYING ACCOUNTS
Six months ended December 30, 2006 and years ended July 1,
2006 and July 2, 2005
(dollars in thousands, except per share data)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
Beginning
|
|
|
costs and
|
|
|
|
|
|
|
|
|
at End
|
|
Description
|
|
of Year
|
|
|
Expenses
|
|
|
Deductions(1)
|
|
|
Other(2)
|
|
|
of Year
|
|
|
Allowance for trade accounts
receivable year-ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended December 30,
2006
|
|
|
28,817
|
|
|
|
19,508
|
|
|
|
(20,530
|
)
|
|
|
(86
|
)
|
|
|
27,709
|
|
Fiscal year ended July 1, 2006
|
|
|
27,676
|
|
|
|
56,883
|
|
|
|
(56,128
|
)
|
|
|
386
|
|
|
|
28,817
|
|
Fiscal year ended July 2, 2005
|
|
|
34,237
|
|
|
|
68,752
|
|
|
|
(76,369
|
)
|
|
|
1,056
|
|
|
|
27,676
|
|
|
|
|
(1) |
|
Represents accounts receivable write-offs. |
|
(2) |
|
Represents primarily currency translation adjustments. |
F-59
INDEX TO
EXHIBITS
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Articles of Amendment and
Restatement of Hanesbrands Inc. (incorporated by reference from
Exhibit 3.1 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
3
|
.2
|
|
Articles Supplementary
(Junior Participating Preferred Stock, Series A)
(incorporated by reference from Exhibit 3.2 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
3
|
.3
|
|
Amended and Restated Bylaws of
Hanesbrands Inc. (incorporated by reference from
Exhibit 3.3 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
4
|
.1
|
|
Rights Agreement between
Hanesbrands Inc. and Computershare Trust Company, N.A., Rights
Agent. (incorporated by reference from Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
4
|
.2
|
|
Form of Rights Certificate
(incorporated by reference from Exhibit 4.2 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
4
|
.3
|
|
Placement Agreement, dated
December 11, 2006, among Hanesbrands Inc., certain
subsidiaries of Hanesbrands Inc., Morgan Stanley & Co.
Incorporated and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated by reference from Exhibit 4.2 to
the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
December 15, 2006).
|
|
4
|
.4
|
|
Indenture, dated as of
December 14, 2006, among Hanesbrands Inc., certain
subsidiaries of Hanesbrands Inc., and Branch Banking and Trust
Company, as Trustee (incorporated by reference from
Exhibit 4.2 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
December 20, 2006).
|
|
4
|
.5
|
|
Registration Rights Agreement with
respect to Floating Rate Senior Notes due 2014, dated as of
December 14, 2006, among Hanesbrands Inc., certain
subsidiaries of Hanesbrands Inc., and Morgan Stanley &
Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, ABN AMRO Incorporated, Barclays Capital Inc.,
Citigroup Global Markets Inc., and HSBC Securities (USA) Inc.
(incorporated by reference from Exhibit 4.2 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
December 20, 2006).
|
|
10
|
.1
|
|
Hanesbrands Inc. Omnibus Incentive
Plan of 2006 (incorporated by reference from Exhibit 10.1
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.2
|
|
Form of Stock Option Grant Notice
and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan
of 2006 (incorporated by reference from Exhibit 10.3 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.3
|
|
Form of Restricted Stock Unit
Grant Notice and Agreement under the Hanesbrands Inc. Omnibus
Incentive Plan of 2006. (incorporated by reference from
Exhibit 10.4 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.4
|
|
Form of Non-Employee Director
Restricted Stock Unit Grant Notice and Agreement under the
Hanesbrands Inc. Omnibus Incentive Plan of 2006 (incorporated by
reference from Exhibit 10.2 to the Registrants
Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.5
|
|
Form of Non-Employee Director
Stock Option Grant Notice and Agreement under the Hanesbrands
Inc. Omnibus Incentive Plan of 2006.*
|
|
10
|
.6
|
|
Hanesbrands Inc. Retirement
Savings Plan (incorporated by reference from Exhibit 10.5
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.7
|
|
Hanesbrands Inc. Supplemental
Employee Retirement Plan (incorporated by reference from
Exhibit 10.6 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
E-1
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.8
|
|
Hanesbrands Inc. Performance-Based
Annual Incentive Plan (incorporated by reference from
Exhibit 10.7 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.9
|
|
Hanesbrands Inc. Executive
Deferred Compensation Plan (incorporated by reference from
Exhibit 10.8 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.10
|
|
Hanesbrands Inc. Executive Life
Insurance Plan (incorporated by reference from Exhibit 10.9
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.11
|
|
Hanesbrands Inc. Executive
Long-Term Disability Plan (incorporated by reference from
Exhibit 10.10 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.12
|
|
Hanesbrands Inc. Employee Stock
Purchase Plan of 2006 (incorporated by reference from
Exhibit 10.11 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.13
|
|
Hanesbrands Inc. Non-Employee
Director Deferred Compensation Plan (incorporated by reference
from Exhibit 10.12 to the Registrants Current Report
on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.14
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Richard A. Noll (incorporated by reference from
Exhibit 10.13 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.15
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Joan P. McReynolds (incorporated by reference from
Exhibit 10.14 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.16
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Kevin D. Hall (incorporated by reference from
Exhibit 10.15 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.17
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Michael Flatow (incorporated by reference from
Exhibit 10.16 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.18
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Gerald W. Evans Jr. (incorporated by reference from
Exhibit 10.17 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.19
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and E. Lee Wyatt Jr. (incorporated by reference from
Exhibit 10.18 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).
|
|
10
|
.20
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Lee A. Chaden (incorporated by reference from
Exhibit 10.19 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.21
|
|
Severance/Change in Control
Agreement dated September 1, 2006 between the Registrant
and Kevin W. Oliver (incorporated by reference from
Exhibit 10.20 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 5, 2006).*
|
|
10
|
.22
|
|
Master Separation Agreement dated
August 31, 2006 between the Registrant and Sara Lee
Corporation (incorporated by reference from Exhibit 10.21
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.23
|
|
Tax Sharing Agreement dated
August 31, 2006 between the Registrant and Sara Lee
Corporation (incorporated by reference from Exhibit 10.22
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.24
|
|
Employee Matters Agreement dated
August 31, 2006 between the Registrant and Sara Lee
Corporation (incorporated by reference from Exhibit 10.23
to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
E-2
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.25
|
|
Master Transition Services
Agreement dated August 31, 2006 between the Registrant and
Sara Lee Corporation (incorporated by reference from
Exhibit 10.24 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.26
|
|
Real Estate Matters Agreement
between the Registrant and Sara Lee Corporation (incorporated by
reference from Exhibit 10.25 to the Registrants
Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.27
|
|
Indemnification and Insurance
Matters Agreement dated August 31, 2006 between the
Registrant and Sara Lee Corporation (incorporated by reference
from Exhibit 10.26 to the Registrants Current Report
on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.28
|
|
Intellectual Property Matters
Agreement dated August 31, 2006 between the Registrant and
Sara Lee Corporation (incorporated by reference from
Exhibit 10.27 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.29
|
|
First Lien Credit Agreement dated
September 5, 2006 between the Registrant and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley
Senior Funding, Inc., as co-syndication agents and the joint
lead arrangers and joint bookrunners, Citicorp USA, Inc. as
administrative agent and Citibank, N.A. as collateral agent
(incorporated by reference from Exhibit 10.28 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.30
|
|
Second Lien Credit Agreement dated
September 5, 2006 between HBI Branded Apparel Limited,
Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as
co-syndication agents and the joint lead arrangers and joint
bookrunners, Citicorp USA, Inc. as administrative agent and
Citibank, N.A. as collateral agent (incorporated by reference
from Exhibit 10.29 to the Registrants Current Report
on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
10
|
.31
|
|
Bridge Loan Agreement dated
September 5, 2006 between the Registrant, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley Senior Funding, Inc., as co-syndication agents and the
joint lead arrangers and joint bookrunners and Morgan Stanley
Senior Funding, Inc. as administrative agent (incorporated by
reference from Exhibit 10.30 to the Registrants
Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 28, 2006).
|
|
21
|
.1
|
|
Subsidiaries of the Registrant.
|
|
23
|
.1
|
|
Consent of PricewaterhouseCoopers
LLP.
|
|
31
|
.1
|
|
Certification of Richard A. Noll,
Chief Executive Officer.
|
|
31
|
.2
|
|
Certification of E. Lee Wyatt Jr.,
Chief Financial Officer.
|
|
32
|
.1
|
|
Section 1350 Certification of
Richard A. Noll, Chief Executive Officer.
|
|
32
|
.2
|
|
Section 1350 Certification of
E. Lee Wyatt Jr., Chief Financial Officer.
|
|
99
|
.1
|
|
Categorical Standards for Director
Independence.
|
|
|
|
* |
|
Agreement relates to executive compensation. |
|
|
|
Portions of this exhibit were redacted pursuant to confidential
treatment request filed with the Secretary of the Securities and
Exchange Commission pursuant to Rule 406 under the
Securities Act of 1933, as amended. |
E-3
Exhibit 10.5
Exhibit 10.5
HANESBRANDS INC. OMNIBUS INCENTIVE PLAN OF 2006
NON-EMPLOYEE DIRECTOR
STOCK OPTION GRANT NOTICE AND AGREEMENT
To: [Name] (referred to as you or Grantee, in this agreement)
Hanesbrands Inc. (the Company) is pleased to confirm that you have been granted a stock option
Award (this Award) effective _________ _____, 20___ (the
Grant Date). This Award is subject to the terms of this Stock Option Grant Notice and Agreement
(this Agreement) and is made under the Hanesbrands Inc. Omnibus Incentive Plan of 2006 (the
Plan) which is incorporated into this Agreement by reference. Any capitalized terms used herein
that are otherwise undefined shall have the same meaning provided in the Plan.
1. Acceptance of Terms and Conditions. By electronically acknowledging and accepting this
Award within 30 days after the date of the electronic mail notification to you of the grant of this
Award (Email Notification Date), you agree that the Award is made at the discretion of the
Committee and that acceptance of this Award is no guarantee that future Awards will be made under
the Plan. You further agree to be bound by the terms and conditions herein, the Plan and any and
all conditions established by the Company in connection with Awards issued under the Plan, and
understand that this Award does not confer any legal or equitable right (other than those rights
constituting the Award itself) against the Company or any Subsidiary directly or indirectly, or
give rise to any cause of action at law or in equity against the Company. In order to exercise the
Award described in this Agreement, you must accept this Award within 30 days of the Email
Notification Date.
2. Exercise Right. Your Award is to purchase, on the terms and conditions set forth below,
the following number of shares (the Option Shares) of the Companys common stock, par value $.01
per share (the Common Stock) at the exercise price specified below (the Exercise Price).
|
|
|
|
|
Number of Option Shares |
|
Exercise Price Per Option Share |
|
|
$________ |
3. Option Type. This Award is comprised of non-qualified stock options and is intended to
conform in all respects with the Plan, a copy of which is available from the Companys Compensation
and Benefits Department, and the provisions of which are incorporated herein by reference. This
Award is not intended to qualify as an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
4. Expiration Date. The Option Shares granted herein expire on the [_________]
anniversary of the Grant Date (the Expiration Date), subject to earlier expiration upon your
death, disability or other termination of service, as provided below.
5. Vesting. This Award may be exercised only to the extent it has vested. Subject to the
restrictions of this Paragraph and Paragraph 6 below, and provided that, for each of the
below-stated dates on which you continue to serve on the Board of Directors of the Company (the
Board), you will vest in the below-stated percentage of the total number Option Shares awarded
under this Agreement until you are 100% vested in your Award:
|
|
|
Date |
|
Vested % of Option Shares Awarded |
[Date] |
|
[%] |
[Date] |
|
[%] |
[Date] |
|
[%] |
[Date] |
|
[%] |
If your Board service is terminated due to your death or permanent and total disability, all Option
Shares will vest as of the date of death or the date you are determined to be permanently and
totally disabled, and the last date on which vested Option Shares may be exercised is the
Expiration Date.
6. Termination of Service. Effective upon the date your Board service is terminated (other
than for death or permanent disability as described in Paragraph 5), any Options Shares not vested
will be forfeited, and the last date on which vested Option Shares may be exercised is the
Expiration Date.
7. Exercise. This Award may be exercised in whole or in part for the number of Option Shares
designated by you on either a paper form specified by the Company or via electronic instructions to
the Companys designated agent. Any such exercise of this Award shall be accompanied by full
payment of the Exercise Price for such number of Option Shares. Payment of the Exercise Price may
be made in one of the following forms:
a. in cash;
b. by surrendering previously acquired shares of Common Stock having a Fair Market
Value at the time of exercise equal to the Exercise Price;
c. by certifying ownership of shares of Common Stock having a Fair Market Value at the
time of exercise equal to the Exercise Price in exchange for a reduction in the number of
shares of Common Stock issuable upon the exercise of the Award; or
d. to the extent permitted by applicable law, by delivery of irrevocable instructions
to a broker to (1) promptly deliver to the Company the amount of sale proceeds from the
Stock Option shares or loan proceeds to pay the Exercise Price and any withholding taxes due
to the Company, and (2) deliver to you the balance of the Stock Option proceeds in the form
of cash or shares of Common Stock (as you select).
In connection with any payment of the Exercise Price by surrender or attesting to the ownership of
shares of Common Stock, proof acceptable to the Company shall be submitted substantiating the
shares owned. The value of previously acquired shares submitted (directly or by attestation) in
payment for the Option Shares purchased upon exercise shall be equal to the aggregate fair market
value (as defined in the Plan) of such previously acquired shares on the date of the exercise.
Option Shares will be considered finally exercised on the date on which your payment of the
Exercise Price has been received by the Company. The exercise of any portion of this Award will be
considered your acceptance of all terms and conditions specified in this Agreement. You are
personally responsible for the payment of all taxes related to the exercise.
8. Adjustments. If the number of outstanding shares of Company Common Stock is changed as a
result of a stock split or the like without additional consideration to the Company, the number of
Option Shares subject to this Award and the Exercise Price shall be adjusted to correspond to the
change in the outstanding shares of Common Stock.
9. Rights as a Stockholder. You shall have no rights as a stockholder of the Company with
respect to any Option Shares, including the right to vote, until and unless the ownership of such
Option Shares has been transferred to you.
10. No Rights to Continued Service. Nothing in this Agreement, the Participation
Guide/Prospectus for Hanesbrands Inc. Omnibus Incentive Plan of 2006 (the Plan Prospectus), or
the Plan confers on any Grantee any right to continue on the Board. You further acknowledge that
this Award is for future services to the Company and is not under any circumstances to be
considered compensation for past services.
2
11. Transferability of Option Shares. You may not offer, sell or otherwise dispose of any
Common Stock covered by the Option Shares in a way which would: (i) require the Company to file any
registration statement with the Securities and Exchange Commission (or any similar filing
under state law or the laws of any other country) or to amend or supplement any such filing or (ii)
violate or cause the Company to violate the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, any other state
or federal law, or the laws of any other country. The Company reserves the right to place
restrictions on Common Stock received by you pursuant to this Award.
12. Consent to Transfer Personal Data. By accepting this Award, you voluntarily acknowledge
and consent to the collection, use, processing and transfer of personal data as described in this
Paragraph. You are not obliged to consent to such collection, use, processing and transfer of
personal data. However, failure to provide the consent may affect your ability to participate in
the Plan. The Company holds certain personal information about you, that may include your name,
home address and telephone number, fax number, email address, marital status, sex, age, date of
birth, social security number or other payroll identification number, nationality, pay history,
personal bank account number, Plan enrollment forms and elections, any shares of stock or
directorships in the Company, details of all options or any other entitlements to shares of stock
awarded, canceled, purchased, vested, unvested or outstanding in the Grantees favor, for the
purpose of managing and administering the Plan (Data). The Company and/or its Subsidiaries will
transfer Data amongst themselves as necessary for the purpose of implementation, administration and
management of your participation in the Plan, and the Company may further transfer Data to any
third parties assisting the Company in the implementation, administration and management of the
Plan. These recipients may be located throughout the world, including the United States. You
authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form,
for the purposes of implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data as may be required for the administration of the Plan
and/or the subsequent holding of shares of stock on your behalf to a broker or other third party
with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at
any time, review Data, require any necessary amendments to it or withdraw the consents herein in
writing by contacting the Company; however, withdrawing your consent may affect your ability to
participate in the Plan.
13. Miscellaneous.
a. Interpretations. Any dispute, disagreement or question which arises under, or as a
result of, or in any way relates to the interpretation, construction or application of this
Agreement, the Plan Prospectus, or the Plan will be determined and resolved by the
Compensation and Benefits Committee of the Companys Board of Directors (Committee). Such
determination or resolution by the Committee will be final, binding and conclusive for all
purposes.
b. Modification. The Committee may amend or modify this Award in any manner to the
extent that the Committee would have had the authority under the Plan initially to grant
such Award, provided that no such amendment or modification shall impair your rights under
this Agreement without your consent. This Agreement generally may be amended, modified or
supplemented only by an instrument in writing signed by both parties hereto.
Notwithstanding anything in this Agreement, the Plan Prospectus, or the Plan to the
contrary, this Award may be amended by the Company without the consent of the Grantee,
including but not limited to modifications to any of the rights awarded to the Grantee under
this Agreement, at such time and in such manner as the Company may consider necessary or
desirable to reflect changes in law. In addition, the Grantee understands that the Company
may amend, resubmit, alter, change, suspend, cancel, or discontinue the Plan at any time
without limitation.
3
c. Conformity with the Plan. This Award is intended to conform in all respects with, and
is subject to, all applicable provisions of the Plan. Inconsistencies between this
Agreement, the Plan, or the Plan Prospectus shall be resolved in accordance with the terms
of the Plan. By your acceptance of this Agreement, you agree to be bound by all of the
terms of this Agreement, the Plan, and the Plan Prospectus.
d. Governing Law. All matters regarding or affecting the relationship of the Company
and its stockholders shall be governed by the General Corporation Law of the State of
Maryland. All other matters arising under this Agreement including matters of validity,
construction and interpretation, shall be governed by the internal laws of the State of
North Carolina, without regard to any states conflict of law principles. You and the
Company agree that all claims in respect of any action or proceeding arising out of or
relating to this Agreement shall be heard or determined in any state or federal court
sitting in North Carolina, and you agree to submit to the jurisdiction of such courts, to
bring all such actions or proceedings in such courts and to waive any defense of
inconvenient forum to such actions or proceedings. A final judgment in any action or
proceeding so brought shall be conclusive and may be enforced in any manner provided by law.
e. Successors and Assigns. Except as otherwise provided herein, this Agreement will
bind and inure to the benefit of the respective successors and permitted assigns of the
parties hereto whether so expressed or not.
f. Severability. Whenever feasible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Agreement.
14. Plan Documents. The Plan Prospectus is available by contacting Dreama Douglas at
336/519-4556.
4
Exhibit 21
Exhibit 21.1
SUBSIDIARIES OF HANESBRANDS INC.
All subsidiaries are wholly-owned, directly or indirectly, by Hanesbrands Inc. (other than
directors qualifying shares or similar interests ) unless otherwise indicated
U.S. Subsidiaries
|
|
|
|
|
Jurisdiction of |
Name of Subsidiary |
|
Formation |
BA International, L.L.C. |
|
Delaware |
Caribesock, Inc. |
|
Delaware |
Caribetex, Inc. |
|
Delaware |
CASA International, LLC |
|
Delaware |
Ceibena Del, Inc. |
|
Delaware |
Hanes Menswear, LLC |
|
Delaware |
Hanes Puerto Rico, Inc. |
|
Delaware |
Hanesbrands Direct, LLC |
|
Colorado |
Hanesbrands Distribution, Inc. |
|
Delaware |
HBI Branded Apparel Limited, Inc. |
|
Delaware |
HBI Branded Apparel Enterprises, LLC |
|
Delaware |
HBI Playtex BATH LLC |
|
Delaware |
HbI International, LLC |
|
Delaware |
HBI Sourcing, LLC |
|
Delaware |
Inner Self, LLC |
|
Delaware |
Jasper-Costa Rica, L.L.C. |
|
Delaware |
National Textiles, L.L.C. |
|
Delaware |
Playtex Dorado, LLC |
|
Delaware |
Playtex Industries, Inc. |
|
Delaware |
Playtex Marketing Corporation (50% owned) |
|
Delaware |
Seamless Textiles, LLC |
|
Delaware |
UPCR, Inc. |
|
Delaware |
UPEL, Inc. |
|
Delaware |
Non-U.S. Subsidiaries
|
|
|
|
|
Jurisdiction of |
Name of Subsidiary |
|
Formation |
Allende Internacional S. de R.L. de C.V. |
|
Mexico |
Bali Dominicana, Inc. |
|
Panama/DR |
Bali Dominicana Textiles, S.A. |
|
Panama/DR |
|
|
|
|
|
Jurisdiction of |
Name of Subsidiary |
|
Formation |
Bal-Mex S. de R.L. de C.V. |
|
Mexico |
Canadelle LP |
|
Canada |
Canadelle Holdings Corporation Limited |
|
Canada |
Cartex Manufacturera S. A. |
|
Costa Rica |
Caysock, Inc. |
|
Cayman Islands |
Caytex, Inc. |
|
Cayman Islands |
Caywear, Inc. |
|
Cayman Islands |
Ceiba Industrial, S. de R.L. |
|
Honduras |
Champion Products S. de R.L. de C.V. |
|
Mexico |
Choloma, Inc. |
|
Cayman Islands |
Confecciones Atlantida S. de R.L. |
|
Honduras |
Confecciones de Nueva Rosita S. de R.L. de C.V. |
|
Mexico |
Confecciones El Pedregal Inc. |
|
Cayman Islands |
Confecciones El Pedregal S.A. de C.V. |
|
El Salvador |
Confecciones del Valle, S. de R.L. de C.V. |
|
Honduras |
Confecciones Jiboa S.A. de C.V. |
|
El Salvador |
Confecciones La Caleta, Inc. |
|
Cayman Islands |
Confecciones La Herradura S.A. de C.V. |
|
El Salvador |
Confecciones La Libertad, S.A. de C.V. |
|
El Salvador |
DFK International Ltd. |
|
Hong Kong |
Dos Rios Enterprises, Inc. |
|
Cayman Islands |
Hanes Brands Incorporated de Costa Rica, S.A. |
|
Costa Rica |
Hanes Caribe, Inc. |
|
Cayman Islands |
Hanes Choloma, S. de R. L. |
|
Honduras |
Hanes Colombia, S.A. |
|
Colombia |
Hanes de Centro America S.A. |
|
Guatemala |
Hanes de El Salvador, S.A. de C.V. |
|
El Salvador |
Hanes de Honduras S. de R.L. de C.V. |
|
Honduras |
Hanes Dominican, Inc. |
|
Cayman Islands |
Hanes Menswear Puerto Rico, Inc. |
|
Puerto Rico |
Hanes Panama Inc. |
|
Panama |
Hanesbrands Apparel India Private Limited |
|
India |
Hanesbrands Argentina S.A. |
|
Argentina |
Hanesbrands Brasil Textil Ltda. |
|
Brazil |
Hanesbrands Canada NSULC |
|
Canada |
Hanesbrands Dominicana, Inc. |
|
Cayman Islands |
Hanesbrands Europe GmbH |
|
Germany |
Hanesbrands International (Shanghai) Co. Ltd. |
|
China |
Hanesbrands Japan Inc. |
|
Japan |
Hanesbrands Philippines Inc. |
|
Philippines |
Hanesbrands (HK) Limited |
|
Hong Kong |
|
|
|
|
|
Jurisdiction of |
Name of Subsidiary |
|
Formation |
Hanesbrands (Thailand) Ltd. |
|
Thailand |
HBI Alpha Holdings, Inc. |
|
Cayman Islands |
HBI Beta Holdings, Inc. |
|
Cayman Islands |
HBI Compania de Servicios, S.A. de C.V. |
|
El Salvador |
HBI RH Mexico, S. de R.L. de C.V. |
|
Mexico |
HBI Manufacturing (Thailand) Ltd. |
|
Thailand |
HBI Servicios Administrativos de Costa Rica, S.A. |
|
Costa Rica |
HBI Socks de Honduras, S. de R.L. de C.V. |
|
Honduras |
HBI Sourcing Asia Limited |
|
Hong Kong |
Indumentaria Andina S.A. |
|
Argentina |
Industria Textileras del Este, S. de R.L. |
|
Costa Rica |
Industrias Internacionales de San Pedro S. de R.L. de C.V. |
|
Mexico |
Inmobiliaria Rinplay, S. de R.L. de C.V. |
|
Mexico |
J.E. Morgan de Honduras, S.A. |
|
Honduras |
Jasper Honduras, S.A. |
|
Honduras |
Jogbra Honduras, S.A. |
|
Honduras |
Madero Internacional S. de R.L. de C.V. |
|
Mexico |
Manufacturera Ceibena S. de R.L. |
|
Honduras |
Manufacturera Comalapa S.A. de C.V. |
|
El Salvador |
Manufacturera de Cartago, S.R.L. |
|
Costa Rica |
Manufacturera San Pedro Sula, S. de R.L. |
|
Honduras |
Monclova Internacional S. de R.L. de C.V. |
|
Mexico |
Playtex Puerto Rico, Inc. |
|
Puerto Rico |
PT HBI Sourcing Indonesia |
|
Indonesia |
PTX (D.R.), Inc. |
|
Cayman Islands |
Rinplay S. de R.L. de C.V. |
|
Mexico |
Santiago Internacional Textil Limitada (in liquidation) |
|
Chile |
Seamless Puerto Rico, Inc. |
|
Puerto Rico |
Servicios Rinplay, S. De R.L. de C.V. |
|
Mexico |
Servicios de Soporte Intimate Apparel, S de RL |
|
Costa Rica |
SL Sourcing India Private Ltd.
(to be renamed HBI Sourcing India Private Ltd.) |
|
India |
SN Fibers (49% owned) |
|
Israel |
Socks Dominicana S.A. |
|
Dominican Republic |
Texlee El Salvador, S.A. de C.V. |
|
El Salvador |
The Harwood Honduras Companies, S. de R.L. |
|
Honduras |
TOS Dominicana, Inc. |
|
Cayman Islands |
Exhibit 23.1
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-137143) of Hanesbrands Inc. of our
report dated February 21, 2007, relating to the financial statements
and financial statement schedule, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
Greensboro, North Carolina
February 21, 2007
Exhibit 31.1
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Richard A. Noll, certify that:
1. |
|
I have reviewed this Transition Report on Form 10-K of Hanesbrands Inc.; |
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
3. |
|
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
4. |
|
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have: |
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is
being prepared; |
|
|
(b) |
|
Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
(c) |
|
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
5. |
|
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and |
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting. |
Date: February 22, 2007
|
|
|
|
|
|
|
|
|
/s/ Richard A. Noll |
|
|
Richard A. Noll |
|
|
Chief Executive Officer |
|
|
Exhibit 31.2
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, E. Lee Wyatt Jr., certify that:
1. |
|
I have reviewed this Transition Report on Form 10-K of Hanesbrands Inc.; |
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
3. |
|
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
4. |
|
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have: |
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is
being prepared; |
|
|
(b) |
|
Evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
(c) |
|
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
5. |
|
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and |
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting. |
Date: February 22, 2007
|
|
|
|
|
|
|
|
|
/s/ E. Lee Wyatt Jr. |
|
|
E. Lee Wyatt Jr. |
|
|
Executive Vice President, Chief Financial Officer |
|
|
Exhibit 32.1
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Transition Report of Hanesbrands Inc. (Hanesbrands) on Form 10-K for
the six month transition period from July 2, 2006 to December 30, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the Report), I, Richard A. Noll, Chief Executive
Officer of Hanesbrands, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
|
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
|
|
(2) |
|
The information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of Hanesbrands. |
Date: February 22, 2007
|
|
|
|
|
|
|
|
|
/s/ Richard A. Noll |
|
|
Richard A. Noll |
|
|
Chief Executive Officer |
|
|
The foregoing certification is being furnished to accompany Hanesbrands Inc.s Transition Report on
Form 10-K for the six month transition period from July 2, 2006 to December 30, 2006 (the Report)
solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed as
part of the Report or as a separate disclosure document and shall not be deemed incorporated by
reference into any other filing of Hanesbrands Inc. that incorporates the Report by reference. A
signed original of this written certification required by Section 906 has been provided to
Hanesbrands Inc. and will be retained by Hanesbrands Inc. and furnished to the Securities and
Exchange Commission or its staff upon request
Exhibit 32.2
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Transition Report of Hanesbrands Inc. (Hanesbrands) on Form 10-K for
the six month transition period from July 2, 2006 to December 30, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the Report), I, E. Lee Wyatt, Chief Financial Officer
of Hanesbrands, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
|
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
|
|
(2) |
|
The information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of Hanesbrands. |
Date: February 22, 2007
|
|
|
|
|
|
|
|
|
/s/ E. Lee Wyatt Jr. |
|
|
E. Lee Wyatt Jr. |
|
|
Executive Vice President, Chief Financial Officer |
|
|
The foregoing certification is being furnished to accompany Hanesbrands Inc.s Transition Report on
Form 10-K for the six month transition period from July 2, 2006 to December 30, 2006 (the Report)
solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed as
part of the Report or as a separate disclosure document and shall not be deemed incorporated by
reference into any other filing of Hanesbrands Inc. that incorporates the Report by reference. A
signed original of this written certification required by Section 906 has been provided to
Hanesbrands Inc. and will be retained by Hanesbrands Inc. and furnished to the Securities and
Exchange Commission or its staff upon request
Exhibit 99.1
Exhibit 99.1
CATEGORICAL STANDARDS FOR DIRECTOR INDEPENDENCE
No director will qualify as an independent director of Hanesbrands Inc. (Hanesbrands) unless
the Board of Directors of Hanesbrands Inc. (the Board) has affirmatively determined that the
director meets the standards for being an independent director established from time to time by the
New York Stock Exchange (NYSE), the U.S. Securities and Exchange Commission and any other
applicable governmental and regulatory bodies. To be considered independent under the rules of the
NYSE, the Board must affirmatively determine that a director has no material relationship with
Hanesbrands (either directly or as a partner, shareholder or officer of an organization that has a
relationship with Hanesbrands). To assist it in determining each directors independence in
accordance with the NYSEs rules, the Board has established guidelines, which provide that a
Hanesbrands will be deemed independent unless:
|
|
|
within the preceding three years, the Hanesbrands director was an employee, or an
immediate family member of the director was an executive officer, of Hanesbrands; |
|
|
|
|
within the preceding three years, the Hanesbrands director received during any
twelve-month period more than $100,000 in direct compensation from Hanesbrands, or an
immediate family member of the director received during any twelve-month period more than
$100,000 in direct compensation for services as an executive officer of Hanesbrands,
excluding director and committee fees and pension or other forms of deferred compensation
for prior service (provided such compensation is not contingent in any way on continued
service); |
|
|
|
|
any of (1) the Hanesbrands director or an immediate family member of the Hanesbrands
director is a current partner of a firm that is Hanesbrands internal or independent
auditor; (2) the Hanesbrands director is a current employee of such a firm; (3) an
immediate family member of the Hanesbrands director is a current employee of such a firm
and participates in the firms audit, assurance or tax compliance (but not tax planning)
practice; or (4) the Hanesbrands director or an immediate family member of the Hanesbrands
director was, within the last three years (but is no longer), a partner or employee of
such a firm and personally worked on Hanesbrands audit within that time; |
|
|
|
|
within the preceding three years, a Hanesbrands executive officer served on the board
of directors of a company that, at the same time, employed the Hanesbrands director, or an
immediate family member of the director, as an executive officer; |
|
|
|
|
the Hanesbrands director is a current executive officer or employee, or an immediate
family member of the Hanesbrands director is a current executive officer, of another
company that made payments to or received payments from Hanesbrands for property or
services in an amount which, in any of the last three fiscal years, exceeds the greater of
$1 million, or two percent (2%) of such other companys consolidated gross revenues; |
|
|
|
|
the Hanesbrands director serves as an officer, director or trustee of a charitable
organization, and discretionary charitable contributions by Hanesbrands to such
organization, in the aggregate in any one year, exceed the greater of $1 million, or two
percent (2%) of that organizations total annual charitable receipts (and discretionary
charitable contributions shall include corporate cash contributions (including support
for benefit events), grants from any charitable foundation established by Hanesbrands, and
product donations); or |
|
|
|
|
the Hanesbrands director is an executive officer of another company which is indebted
to Hanesbrands, or to which Hanesbrands is indebted, and the total amount of either
companys |
|
|
|
indebtedness to the other is more than two percent (2%) of the total consolidated assets of
the company the Hanesbrands director serves as an executive officer. |
For purposes of these guidelines, an immediate family member includes a persons spouse,
parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone (other than domestic employees) who shares such persons home, and
references to Hanesbrands include all subsidiaries and divisions that are consolidated with
Hanesbrands Inc.
The Board annually will review all commercial and charitable relationships between its
directors and Hanesbrands to determine whether the directors meet these categorical independence
tests. If a director has a relationship with Hanesbrands that is not covered by these independence
guidelines, those Hanesbrands directors who satisfy such guidelines will consider the relevant
circumstances and make an affirmative determination regarding whether such relationship is material
or immaterial, and whether the director would therefore be considered independent under the NYSEs
rules.
Hanesbrands will disclose in its proxy statement (a) the basis for any Board determination
that a relationship was immaterial despite the fact that it did not meet the categorical
independence tests of immateriality set forth above, and (b) any charitable contributions made by
Hanesbrands to any charitable organization in which a Hanesbrands director serves as an executive
officer if, within the preceding three years, contributions in any single fiscal year exceeded the
greater of $1 million, or two percent (2%) of such charitable organizations consolidated gross
revenues.