|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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
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(Address of principal executive office)
|
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(Zip code)
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Large accelerated filer
|
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x
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Accelerated filer
|
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
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¨
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Page
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PART I
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|
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Item 1
|
||
Item 1A
|
||
Item 1B
|
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Item 1C
|
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
|
|
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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|
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Item 15
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||
Item 1.
|
Business
|
Segment
|
Primary Products
|
Primary Brands
|
Innerwear
|
Intimate apparel, such as bras, panties, hosiery and shapewear
|
Hanes
,
Bali
,
Playtex
,
Maidenform
,
JMS/Just My Size
,
L’eggs
,
Flexees
,
barely there
,
Wonderbra
,
Lilyette
,
Donna Karan,*
DKNY
*
|
Men’s underwear and children’s underwear
|
Hanes
,
Champion
,
Polo Ralph Lauren
*
|
|
Socks
|
Hanes
,
Champion
|
|
|
|
|
Activewear
|
T-shirts, fleece, sport shirts, performance T-shirts and shorts, sports bras and thermals
|
Champion
,
Hanes
,
JMS/Just My Size
,
Hanes Beefy-T
,
Gear for Sports
,
Duofold
|
|
|
|
Direct to Consumer
|
Activewear, men’s underwear, children’s underwear, intimate apparel, socks and hosiery
|
Hanes
,
Bali
,
Champion
,
Playtex
,
barely there
,
JMS
/
Just My Size
,
L’eggs
,
Maidenform
,
Flexees
,
Lilyette
|
|
|
|
International
|
Activewear, men’s underwear, children’s underwear, intimate apparel, socks and hosiery
|
Hanes
,
Champion
,
Wonderbra
,
** Playtex
,
** Maidenform
,
Zorba
,
Kendall,
* Rinbros
,
Sol y Oro
,
Flexees
,
Lilyette
,
Polo Ralph Lauren,
* Track N Field
,
Ritmo
,
Maidenform
,
Donna Karan,* DKNY*
|
|
|
*
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Brand used under a license agreement.
|
**
|
As a result of the February 2006 sale of the European branded apparel business of Sara Lee Corporation, we are not permitted to sell this brand in the member states of the European Union, several other European countries and South Africa.
|
•
|
Tagless: Over a decade ago, we launched
Hanes
Tagless Tees that deliver superior softness without the itch and irritation of a tag. In 2012, our consumer-driven innovation process led us to expand this platform to the male underwear bottom category where research indicated that itchy tags were the number two consumer complaint. The Tagless platform also taps into the power of our supply chain, generating significant cost savings and allowing us to expand gross margins.
|
•
|
ComfortBlend: ComfortBlend, our fabric innovation that combines cotton and synthetic yarns for products that are softer, shrink less and dry faster, is an outgrowth of the performance fabric megatrend. In developing ComfortBlend, we worked through each step of the big idea process, testing the concept, the product and the advertising. We introduced
Hanes
men’s ComfortBlend underwear in 2012 with exceptional results and are now expanding this platform to socks, children’s underwear and panties.
|
•
|
Smart Sizes: Our Smart Sizes platform is another example of our consumer-driven innovation process, where research indicated the two most significant consumer complaints in the bra category were that the consumer could not find the right size and that the consumer could not find a comfortable bra. Smart Sizes effectively addresses both concerns by combining a simplified shopping system that eliminates the complicated cup-and-band combinations of traditional bra sizing systems with a more comfortable, flexible fit. We have successfully leveraged the Smart Sizes platform across our
Hanes
,
Playtex
,
Bali
,
JMS
/
Just My Size
and
barely there
brands where it is beginning to drive incremental purchases in a category where consumers typically buy only a little over three bras per year.
|
•
|
X-temp: X-Temp is our newest platform and brings a new level of technology and comfort to basic apparel.
Hanes
X-Temp garments are designed to keep consumers cooler and drier by increasing the rate of evaporation when body temperature rises and reducing the rate of evaporation as body temperature colls. The X-Temp platform was successfully introduced in
Hanes
men’s underwear and men’s socks in 2013 and will be available in women’s socks and panties in spring 2014, as well as bras, legwear, base layer and children’s underwear and socks later in the year.
|
Item 1A.
|
Risk Factors
|
•
|
changes in duties, taxes, tariffs and other charges on imports;
|
•
|
limitations on the quantity of goods which may be imported into the United States from a particular country;
|
•
|
requirements as to where products and/or inputs are manufactured or sourced;
|
•
|
creation of export licensing requirements, imposition of restrictions on export quantities or specification of minimum export pricing and/or export prices or duties;
|
•
|
limitations on foreign owned businesses; or
|
•
|
government actions to cancel contracts, re-denominate the official currency, renounce or default on obligations, renegotiate terms unilaterally or expropriate assets.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 1C.
|
Executive Officers of the Registrant
|
Name
|
Age
|
Positions
|
Richard A. Noll
|
56
|
Chairman of the Board of Directors and Chief Executive Officer
|
Gerald W. Evans, Jr.
|
54
|
Chief Operating Officer
|
Richard D. Moss
|
56
|
Chief Financial Officer
|
Joia M. Johnson
|
53
|
Chief Legal Officer, General Counsel and Corporate Secretary
|
Elizabeth L. Burger
|
43
|
Chief Human Resources Officer
|
Michael E. Faircloth
|
48
|
President, Chief Global Operations Officer
|
William J. Nictakis
|
53
|
Chief Commercial Officer - International Businesses and Global Retailers
|
W. Howard Upchurch
|
49
|
President, Innerwear
|
John T. Marsh
|
48
|
President, Activewear
|
Michael S. Ryan
|
46
|
Chief Accounting Officer and Controller
|
Item 2.
|
Properties
|
|
Owned Square
Feet
|
|
Leased Square
Feet
|
|
Total
|
|||
Properties by Country (1)
|
|
|
|
|
|
|||
United States
|
2,276,893
|
|
|
7,891,533
|
|
|
10,168,426
|
|
Non-U.S. facilities:
|
|
|
|
|
|
|||
El Salvador
|
1,426,866
|
|
|
150,951
|
|
|
1,577,817
|
|
Honduras
|
548,921
|
|
|
805,464
|
|
|
1,354,385
|
|
China
|
1,070,912
|
|
|
73,884
|
|
|
1,144,796
|
|
Dominican Republic
|
835,240
|
|
|
166,033
|
|
|
1,001,273
|
|
Mexico
|
75,255
|
|
|
521,048
|
|
|
596,303
|
|
Canada
|
—
|
|
|
381,025
|
|
|
381,025
|
|
Vietnam
|
251,337
|
|
|
131,735
|
|
|
383,072
|
|
Thailand
|
277,733
|
|
|
14,142
|
|
|
291,875
|
|
Costa Rica
|
—
|
|
|
168,790
|
|
|
168,790
|
|
Brazil
|
—
|
|
|
164,549
|
|
|
164,549
|
|
Argentina
|
116,538
|
|
|
7,642
|
|
|
124,180
|
|
13 other countries
|
—
|
|
|
156,647
|
|
|
156,647
|
|
Total non-U.S. facilities
|
4,602,802
|
|
|
2,741,910
|
|
|
7,344,712
|
|
Totals
|
6,879,695
|
|
|
10,633,443
|
|
|
17,513,138
|
|
|
|
(1)
|
Excludes vacant land.
|
|
Owned Square
Feet
|
|
Leased Square
Feet
|
|
Total
|
|||
Properties by Segment (1)
|
|
|
|
|
|
|||
Innerwear
|
3,928,924
|
|
|
4,474,574
|
|
|
8,403,498
|
|
Activewear
|
2,458,519
|
|
|
2,917,390
|
|
|
5,375,909
|
|
Direct to Consumer
|
—
|
|
|
1,962,495
|
|
|
1,962,495
|
|
International
|
191,793
|
|
|
1,017,640
|
|
|
1,209,433
|
|
Totals
|
6,579,236
|
|
|
10,372,099
|
|
|
16,951,335
|
|
|
|
(1)
|
Excludes vacant land, facilities under construction, facilities no longer in operation intended for disposal, sourcing offices not associated with a particular segment, and office buildings housing corporate functions.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
||||
2013
|
|
|
|
||||
Quarter Ended March 30, 2013
|
$
|
45.68
|
|
|
$
|
34.78
|
|
Quarter Ended June 29, 2013
|
$
|
52.88
|
|
|
$
|
43.91
|
|
Quarter Ended September 28, 2013
|
$
|
65.60
|
|
|
$
|
51.53
|
|
Quarter Ended December 28, 2013
|
$
|
71.80
|
|
|
$
|
58.13
|
|
|
|
|
|
||||
2012
|
|
|
|
||||
Quarter Ended March 31, 2012
|
$
|
29.91
|
|
|
$
|
21.96
|
|
Quarter Ended June 30, 2012
|
$
|
30.50
|
|
|
$
|
24.64
|
|
Quarter Ended September 29, 2012
|
$
|
34.00
|
|
|
$
|
27.74
|
|
Quarter Ended December 29, 2012
|
$
|
37.04
|
|
|
$
|
31.17
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (1)
|
||||
Plan Category
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders
|
4,251,475
|
|
|
$
|
27.53
|
|
|
5,247,137
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
4,251,475
|
|
|
$
|
27.53
|
|
|
5,247,137
|
|
|
|
(1)
|
The amount appearing under “Number of securities remaining available for future issuance under equity compensation plans” includes 3,442,441 shares available under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) and 1,804,696 shares available under the Hanesbrands Inc. Employee Stock Purchase Plan of 2006.
|
Item 6.
|
Selected Financial Data
|
|
Years Ended
|
||||||||||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
|
January 2,
2010 |
||||||||||
|
(amounts in thousands, except per share data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,627,802
|
|
|
$
|
4,525,721
|
|
|
$
|
4,434,291
|
|
|
$
|
4,146,012
|
|
|
$
|
3,746,201
|
|
Operating profit
|
515,186
|
|
|
440,115
|
|
|
447,127
|
|
|
380,865
|
|
|
262,381
|
|
|||||
Income from continuing operations
|
330,494
|
|
|
232,443
|
|
|
242,569
|
|
|
192,612
|
|
|
42,813
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(67,762
|
)
|
|
24,119
|
|
|
18,681
|
|
|
8,470
|
|
|||||
Net income
|
$
|
330,494
|
|
|
$
|
164,681
|
|
|
$
|
266,688
|
|
|
$
|
211,293
|
|
|
$
|
51,283
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share — basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.31
|
|
|
$
|
2.35
|
|
|
$
|
2.48
|
|
|
$
|
2.00
|
|
|
$
|
0.45
|
|
Discontinued operations
|
—
|
|
|
(0.69
|
)
|
|
0.25
|
|
|
0.19
|
|
|
0.09
|
|
|||||
Net income
|
$
|
3.31
|
|
|
$
|
1.67
|
|
|
$
|
2.73
|
|
|
$
|
2.19
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share — diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.25
|
|
|
$
|
2.32
|
|
|
$
|
2.44
|
|
|
$
|
1.97
|
|
|
$
|
0.45
|
|
Discontinued operations
|
—
|
|
|
(0.68
|
)
|
|
0.24
|
|
|
0.19
|
|
|
0.09
|
|
|||||
Net income
|
$
|
3.25
|
|
|
$
|
1.64
|
|
|
$
|
2.69
|
|
|
$
|
2.16
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
|
January 2,
2010 |
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
115,863
|
|
|
$
|
42,796
|
|
|
$
|
35,345
|
|
|
$
|
43,671
|
|
|
$
|
38,943
|
|
Working capital
|
1,244,388
|
|
|
1,151,857
|
|
|
1,397,072
|
|
|
1,318,321
|
|
|
943,582
|
|
|||||
Total assets
|
4,090,048
|
|
|
3,631,700
|
|
|
4,034,669
|
|
|
3,790,002
|
|
|
3,326,564
|
|
|||||
Noncurrent liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
1,467,000
|
|
|
1,317,500
|
|
|
1,807,777
|
|
|
1,990,735
|
|
|
1,727,547
|
|
|||||
Other noncurrent liabilities
|
393,147
|
|
|
551,666
|
|
|
612,112
|
|
|
407,243
|
|
|
385,323
|
|
|||||
Total stockholders’ equity
|
1,230,623
|
|
|
886,866
|
|
|
681,061
|
|
|
562,674
|
|
|
334,719
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
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.
|
•
|
2013
Highlights.
This section discusses some of the highlights of our performance and activities during
2013
.
|
•
|
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 consolidated basis and a business segment basis.
|
•
|
Liquidity and Capital Resources.
This section provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business, sources and uses of our cash and our financing arrangements.
|
•
|
Critical Accounting Policies and Estimates.
This section discusses the accounting policies that we consider 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 Pronouncements.
This section provides a summary of the most recent authoritative accounting pronouncements that we will be required to adopt in a future period.
|
•
|
Innerwear sells basic branded products that are replenishment in nature under the product categories of intimate apparel, men’s underwear, children’s underwear and socks.
|
•
|
Activewear sells basic branded products that are primarily seasonal in nature to both retailers and wholesalers, as well as licensed logo apparel in collegiate bookstores and other channels.
|
•
|
Direct to Consumer includes our Company-operated outlet stores, catalogs and website operations that sell our branded products directly to consumers.
|
•
|
International primarily relates to the Asia, Latin America, Canada and Australia geographic locations that sell products that span across the Innerwear and Activewear reportable segments.
|
•
|
Net sales in
2013
were $4.63 billion, compared with $4.53 billion in
2012
, representing a 2% increase.
|
•
|
Operating profit was $515 million in
2013
compared with $440 million in
2012
, representing a 17% increase. As a percent of sales, operating profit was 11.1% in 2013 compared to 9.7% in 2012.
|
•
|
Diluted earnings per share from continuing operations was $3.25 in
2013
, compared with $2.32 in
2012
, representing a 40% increase.
|
•
|
Operating cash flows were $591 million in
2013
compared to $554 million in
2012
.
|
•
|
We have completed our debt reduction plan by redeeming the remaining $250 million of 8% Senior Notes in the fourth quarter of 2013.
|
•
|
In October 2013, we expanded our portfolio of brands through the acquisition of Maidenform, a global intimate apparel company. Maidenform is a leading seller of bras, shapewear and panties under brands such as
Maidenform
,
Flexees
,
Lilyette
,
Self Expressions
and
Sweet Nothings
, as well as Donna Karan and DKNY intimate apparel under license. The acquisition is expected to create growth and cost savings opportunities and increased scale to serve retailers. The acquisition was an all cash transaction valued at approximately $581 million. Under the terms of the agreement, Maidenform stockholders received $23.50 in cash for each share of Maidenform common stock. We funded the acquisition with cash on hand and short-term borrowings under our Revolving Loan Facility, which we plan to retire through free cash flow. The acquisition of Maidenform in October 2013 added an incremental $98 million of net sales for the year.
|
•
|
As part of our cash deployment strategy, in 2013 we initiated three quarterly dividends, in June, September and December, of $0.20 per share.
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
4,627,802
|
|
|
$
|
4,525,721
|
|
|
$
|
102,081
|
|
|
2.3
|
%
|
Cost of sales
|
3,016,109
|
|
|
3,105,674
|
|
|
(89,565
|
)
|
|
(2.9
|
)
|
|||
Gross profit
|
1,611,693
|
|
|
1,420,047
|
|
|
191,646
|
|
|
13.5
|
|
|||
Selling, general and administrative expenses
|
1,096,507
|
|
|
979,932
|
|
|
116,575
|
|
|
11.9
|
|
|||
Operating profit
|
515,186
|
|
|
440,115
|
|
|
75,071
|
|
|
17.1
|
|
|||
Other expenses
|
17,501
|
|
|
40,315
|
|
|
(22,814
|
)
|
|
(56.6
|
)
|
|||
Interest expense, net
|
101,884
|
|
|
136,855
|
|
|
(34,971
|
)
|
|
(25.6
|
)
|
|||
Income from continuing operations before income tax expense
|
395,801
|
|
|
262,945
|
|
|
132,856
|
|
|
50.5
|
|
|||
Income tax expense
|
65,307
|
|
|
30,502
|
|
|
34,805
|
|
|
114.1
|
|
|||
Income from continuing operations
|
330,494
|
|
|
232,443
|
|
|
98,051
|
|
|
42.2
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(67,762
|
)
|
|
67,762
|
|
|
NM
|
|
|||
Net income
|
$
|
330,494
|
|
|
$
|
164,681
|
|
|
$
|
165,813
|
|
|
100.7
|
%
|
|
Net Sales
|
|
Operating Profit
|
||||||||||||
|
Years Ended
|
|
Years Ended
|
||||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||||
|
(dollars in thousands)
|
||||||||||||||
Innerwear
|
$
|
2,444,935
|
|
|
$
|
2,334,006
|
|
|
$
|
467,398
|
|
|
$
|
407,318
|
|
Activewear
|
1,306,936
|
|
|
1,318,012
|
|
|
170,749
|
|
|
72,820
|
|
||||
Direct to Consumer
|
380,079
|
|
|
372,359
|
|
|
34,737
|
|
|
25,890
|
|
||||
International
|
495,852
|
|
|
501,344
|
|
|
42,850
|
|
|
46,713
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
(200,548
|
)
|
|
(112,626
|
)
|
||||
Total
|
$
|
4,627,802
|
|
|
$
|
4,525,721
|
|
|
$
|
515,186
|
|
|
$
|
440,115
|
|
|
Years Ended
|
|
|
|||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
2,444,935
|
|
|
$
|
2,334,006
|
|
|
$
|
110,929
|
|
|
4.8
|
%
|
Segment operating profit
|
467,398
|
|
|
407,318
|
|
|
60,080
|
|
|
14.8
|
|
|
Years Ended
|
|
|
|||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
1,306,936
|
|
|
$
|
1,318,012
|
|
|
$
|
(11,076
|
)
|
|
(0.8
|
)%
|
Segment operating profit
|
170,749
|
|
|
72,820
|
|
|
97,929
|
|
|
134.5
|
|
|
Years Ended
|
|
|
|||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
380,079
|
|
|
$
|
372,359
|
|
|
$
|
7,720
|
|
|
2.1
|
%
|
Segment operating profit
|
34,737
|
|
|
25,890
|
|
|
8,847
|
|
|
34.2
|
|
|
Years Ended
|
|
|
|||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
495,852
|
|
|
$
|
501,344
|
|
|
$
|
(5,492
|
)
|
|
(1.1
|
)%
|
Segment operating profit
|
42,850
|
|
|
46,713
|
|
|
(3,863
|
)
|
|
(8.3
|
)
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
4,525,721
|
|
|
$
|
4,434,291
|
|
|
$
|
91,430
|
|
|
2.1
|
%
|
Cost of sales
|
3,105,674
|
|
|
2,941,083
|
|
|
164,591
|
|
|
5.6
|
|
|||
Gross profit
|
1,420,047
|
|
|
1,493,208
|
|
|
(73,161
|
)
|
|
(4.9
|
)
|
|||
Selling, general and administrative expenses
|
979,932
|
|
|
1,046,081
|
|
|
(66,149
|
)
|
|
(6.3
|
)
|
|||
Operating profit
|
440,115
|
|
|
447,127
|
|
|
(7,012
|
)
|
|
(1.6
|
)
|
|||
Other expenses
|
40,315
|
|
|
6,377
|
|
|
33,938
|
|
|
532.2
|
|
|||
Interest expense, net
|
136,855
|
|
|
156,198
|
|
|
(19,343
|
)
|
|
(12.4
|
)
|
|||
Income from continuing operations before income tax expense
|
262,945
|
|
|
284,552
|
|
|
(21,607
|
)
|
|
(7.6
|
)
|
|||
Income tax expense
|
30,502
|
|
|
41,983
|
|
|
(11,481
|
)
|
|
(27.3
|
)
|
|||
Income from continuing operations
|
232,443
|
|
|
242,569
|
|
|
(10,126
|
)
|
|
(4.2
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(67,762
|
)
|
|
24,119
|
|
|
(91,881
|
)
|
|
NM
|
|
|||
Net income
|
$
|
164,681
|
|
|
$
|
266,688
|
|
|
$
|
(102,007
|
)
|
|
(38.2
|
)%
|
•
|
Stronger net sales of our men’s underwear and children’s underwear product categories primarily resulting from price increases and space gains, partially offset by lower unit sales volume.
|
•
|
Higher net sales in the activewear and casualwear product categories as a result of higher unit sales volume and space gains and price increases.
|
•
|
Lower net sales in our branded printwear category primarily due to lower unit sales volume, especially in lightweight commodity-oriented products.
|
•
|
Lower net sales in the International segment primarily due to an unfavorable impact of foreign exchange rates.
|
•
|
Slightly lower net sales in our intimate apparel and socks product categories primarily as a result of lower unit sales volume, partially offset by price increases and space gains.
|
•
|
The sale of our European imagewear business to Smartwares, B.V. for €15 million (approximately $13 million, net of fees and other transaction related costs) in cash proceeds, resulted in a pre-tax loss of approximately $33 million in 2012.
|
•
|
In connection with the discontinuation of our private-label and Outer Banks domestic imagewear operations, we incurred pre-tax charges of approximately $63 million in 2012, substantially all noncash, for the write-down of intangibles, inventory markdowns and other related items.
|
|
Net Sales
|
|
Operating Profit
|
||||||||||||
|
Years Ended
|
|
Years Ended
|
||||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||||
|
(dollars in thousands)
|
||||||||||||||
Innerwear
|
$
|
2,334,006
|
|
|
$
|
2,261,166
|
|
|
$
|
407,318
|
|
|
$
|
346,293
|
|
Activewear
|
1,318,012
|
|
|
1,289,313
|
|
|
72,820
|
|
|
116,457
|
|
||||
Direct to Consumer
|
372,359
|
|
|
375,440
|
|
|
25,890
|
|
|
20,422
|
|
||||
International
|
501,344
|
|
|
508,372
|
|
|
46,713
|
|
|
54,154
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
(112,626
|
)
|
|
(90,199
|
)
|
||||
Total
|
$
|
4,525,721
|
|
|
$
|
4,434,291
|
|
|
$
|
440,115
|
|
|
$
|
447,127
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
2,334,006
|
|
|
$
|
2,261,166
|
|
|
$
|
72,840
|
|
|
3.2
|
%
|
Segment operating profit
|
407,318
|
|
|
346,293
|
|
|
61,025
|
|
|
17.6
|
|
•
|
Stronger net sales in our men’s underwear and children’s underwear categories primarily resulting from price increases and space gains, partially offset by lower unit sales volume.
|
•
|
Slightly lower net sales in our intimate apparel category, primarily due to lower net sales of bras and hosiery, partially offset by higher net sales of panties. The lower intimate apparel net sales were primarily the result of lower unit sales volume, partially offset by price increases and space gains.
|
•
|
Slightly lower net sales in our socks product category, primarily due to lower
Hanes
brand net sales partially offset by higher
Champion
brand net sales. The lower
Hanes
brand net sales were primarily due to lower unit sales volume,
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
1,318,012
|
|
|
$
|
1,289,313
|
|
|
$
|
28,699
|
|
|
2.2
|
%
|
Segment operating profit
|
72,820
|
|
|
116,457
|
|
|
(43,637
|
)
|
|
(37.5
|
)
|
•
|
Higher net sales in our activewear category, primarily due to higher unit sales volume, price increases and space gains.
|
•
|
Higher net sales in our retail casualwear category, primarily due to space gains for our
Hanes
brand in the mass merchant channel and price increases.
|
•
|
Higher net sales in our Gear for Sports licensed apparel, primarily due to higher unit sales volume and space gains.
|
•
|
Lower net sales in our branded printwear category, primarily due to lower unit sales volume, especially in lightweight commodity-oriented products.
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
372,359
|
|
|
$
|
375,440
|
|
|
$
|
(3,081
|
)
|
|
(0.8
|
)%
|
Segment operating profit
|
25,890
|
|
|
20,422
|
|
|
5,468
|
|
|
26.8
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
501,344
|
|
|
$
|
508,372
|
|
|
$
|
(7,028
|
)
|
|
(1.4
|
)%
|
Segment operating profit
|
46,713
|
|
|
54,154
|
|
|
(7,441
|
)
|
|
(13.7
|
)
|
•
|
Higher net sales in our activewear category in Australia primarily resulting from a benefit from the acquisition of the assets of the TNF Group Unit Trust from TNF Group Pty Ltd, as trustee, and of Player Sportswear Unit Trust from Player Sportswear Pty Ltd, as trustee (collectively “TNF”) in April 2011.
|
•
|
Higher net sales in Asia primarily due to space gains driven by the introduction of
Just My Size
brand and in Korea, higher unit sales volume in our
Hanes
and
Champion
brands in Japan, partially offset by a one-time termination fee of $5 million that we received in 2011 related to a royalty license agreement.
|
•
|
Lower net sales in Canada primarily due to lower sales volume in the mass merchant channel.
|
•
|
Lower net sales in Latin America primarily due to lower unit sales volume in our intimate apparel and men’s underwear categories in Mexico.
|
•
|
we have principal and interest obligations under our debt;
|
•
|
we acquired Maidenform in October 2013 and we may selectively pursue strategic acquisitions in the future;
|
•
|
we expect to continue to invest in efforts to improve operating efficiencies and lower costs;
|
•
|
we may increase or decrease the portion of the current-year income of our foreign subsidiaries that we remit to the United States, which could significantly impact our effective income tax rate;
|
•
|
our Board of Directors has authorized a regular quarterly dividend; and
|
•
|
our Board of Directors has authorized the repurchase of up to 10 million shares of our stock in the open market (2.8 million of which we have repurchased as of
December 28, 2013
at a cost of $75 million).
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(in thousands)
|
At
December 28, 2013
|
|
Fiscal
2014
|
|
Fiscal
2015-2016
|
|
Fiscal
2017-2018
|
|
Fiscal
2019 and
Thereafter
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on debt obligations (1)
|
$
|
577,486
|
|
|
$
|
94,153
|
|
|
$
|
182,500
|
|
|
$
|
173,333
|
|
|
$
|
127,500
|
|
Inventory purchase obligations
|
537,570
|
|
|
537,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
358,960
|
|
|
68,127
|
|
|
109,877
|
|
|
85,084
|
|
|
95,872
|
|
|||||
Marketing and advertising obligations
|
66,318
|
|
|
35,837
|
|
|
14,751
|
|
|
7,517
|
|
|
8,213
|
|
|||||
Defined benefit plan minimum contributions (2)
|
61,826
|
|
|
61,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term obligations (3)
|
216,183
|
|
|
77,505
|
|
|
90,450
|
|
|
31,192
|
|
|
17,036
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
7,588
|
|
|
7,588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
1,648,790
|
|
|
181,790
|
|
|
—
|
|
|
467,000
|
|
|
1,000,000
|
|
|||||
Notes payable
|
36,192
|
|
|
36,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
3,510,913
|
|
|
$
|
1,100,588
|
|
|
$
|
397,578
|
|
|
$
|
764,126
|
|
|
$
|
1,248,621
|
|
|
|
(1)
|
Interest obligations on floating rate debt instruments are calculated for future periods using interest rates in effect at
December 28, 2013
.
|
(2)
|
Represents only the required minimum pension contributions in
2014
. In addition to the required cash contributions, we may elect to make voluntary contributions to maintain an 80% funded level. For a discussion of our pension plan obligations, see Note 16, “Defined Benefit Pension Plans,” to our consolidated financial statements.
|
(3)
|
Represents the projected payment for long-term liabilities recorded on the Consolidated Balance Sheet for certain employee benefit claims, royalty-bearing license agreement payments, deferred compensation, capital leases and uncertain tax positions.
|
|
Years Ended
|
||||||
|
December 28,
2013 |
|
December 29,
2012 |
||||
|
(dollars in thousands)
|
||||||
Operating activities
|
$
|
591,281
|
|
|
$
|
553,607
|
|
Investing activities
|
(597,393
|
)
|
|
(27,866
|
)
|
||
Financing activities
|
93,757
|
|
|
(517,777
|
)
|
||
Effect of changes in foreign currency exchange rates on cash
|
(14,578
|
)
|
|
(513
|
)
|
||
Change in cash and cash equivalents
|
73,067
|
|
|
7,451
|
|
||
Cash and cash equivalents at beginning of year
|
42,796
|
|
|
35,345
|
|
||
Cash and cash equivalents at end of year
|
$
|
115,863
|
|
|
$
|
42,796
|
|
•
|
the equity interests of substantially all of our direct and indirect U.S. subsidiaries (other than U.S. subsidiaries directly or indirectly owned by foreign subsidiaries) and 65% of the voting securities of certain first tier foreign subsidiaries; and
|
•
|
substantially all present and future property and assets, real and personal, tangible and intangible, of us and each guarantor, except for certain enumerated interests, and all proceeds and products of such property and assets.
|
•
|
In determining the discount rate, we utilized the Aon Hewitt AA Above Median 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.
|
•
|
Salary increase assumptions were based on historical experience and anticipated future management actions. The salary increase assumption only applies to the Canadian plans and portions of the Hanesbrands nonqualified retirement plans, as benefits under these plans are not frozen. The benefits under the Hanesbrands Inc. Pension Plan were frozen as of December 31, 2005.
|
•
|
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.
|
•
|
Retirement rates were based primarily on actual experience while standard actuarial tables were used to estimate mortality.
|
|
Increase (Decrease) in
|
||||||
(in millions)
|
Pension
Expense
|
|
Benefit
Obligation
|
||||
1% decrease in discount rate
|
$
|
—
|
|
|
$
|
128
|
|
1% increase in discount rate
|
(1
|
)
|
|
(105
|
)
|
||
1% decrease in expected investment return
|
7
|
|
|
N/A
|
|
||
1% increase in expected investment return
|
(7
|
)
|
|
N/A
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
HANESBRANDS INC.
|
|
/s/ Richard A. Noll
|
Richard A. Noll
|
Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Richard A. Noll
|
|
Chief Executive Officer and
Chairman of the Board of Directors (principal executive officer) |
|
February 6, 2014
|
Richard A. Noll
|
|
|
|
|
|
|
|
|
|
/s/ Richard D. Moss
|
|
Chief Financial Officer
(principal financial officer)
|
|
February 6, 2014
|
Richard D. Moss
|
|
|
|
|
|
|
|
|
|
/s/ Michael S. Ryan
|
|
Chief Accounting Officer and Controller (principal accounting officer)
|
|
February 6, 2014
|
Michael S. Ryan
|
|
|
|
|
|
|
|
|
|
/s/ Lee A. Chaden
|
|
Director
|
|
February 6, 2014
|
Lee A. Chaden
|
|
|
|
|
|
|
|
|
|
/s/ Bobby J. Griffin
|
|
Director
|
|
February 6, 2014
|
Bobby J. Griffin
|
|
|
|
|
|
|
|
|
|
/s/ James C. Johnson
|
|
Director
|
|
February 6, 2014
|
James C. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Jessica T. Mathews
|
|
Director
|
|
February 6, 2014
|
Jessica T. Mathews
|
|
|
|
|
|
|
|
|
|
/s/ Robert F. Moran
|
|
Director
|
|
February 6, 2014
|
Robert F. Moran
|
|
|
|
|
|
|
|
|
|
/s/ J. Patrick Mulcahy
|
|
Director
|
|
February 6, 2014
|
J. Patrick Mulcahy
|
|
|
|
|
|
|
|
|
|
/s/ Ronald L. Nelson
|
|
Director
|
|
February 6, 2014
|
Ronald L. Nelson
|
|
|
|
|
|
|
|
|
|
/s/ Andrew J. Schindler
|
|
Director
|
|
February 6, 2014
|
Andrew J. Schindler
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Ann E. Ziegler
|
|
Director
|
|
February 6, 2014
|
Ann E. Ziegler
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 23, 2013, by and among Hanesbrands Inc., General Merger Sub Inc. and Maidenform Brands, Inc. (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2013).
|
|
|
|
3.1
|
|
Articles of Amendment and Restatement of Hanesbrands Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s 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 Registrant’s 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 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2008).
|
|
|
|
4.1
|
|
Rights Agreement between Hanesbrands Inc. and Computershare Trust Company, N.A., Rights Agent. (incorporated by reference from Exhibit 4.1 to the Registrant’s 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 Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006).
|
|
|
|
4.3
|
|
Indenture, dated as of August 1, 2008 (the “2008 Indenture”) among the Registrant, certain subsidiaries of the Registrant, and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (Commission file number 333-152733) filed with the Securities and Exchange Commission on August 1, 2008).
|
|
|
|
4.4
|
|
Fourth Supplemental Indenture (to the 2008 Indenture) dated November 9, 2010 among the Registrant, certain subsidiaries of the Registrant and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2010).
|
|
|
|
4.5
|
|
Sixth Supplemental Indenture (to the 2008 Indenture) dated July 1, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on October 31, 2013).
|
|
|
|
4.6
|
|
Eighth Supplemental Indenture (to the 2008 Indenture) dated September 11, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on October 31, 2013).
|
|
|
|
4.7
|
|
Tenth Supplemental Indenture (to the 2008 Indenture) dated October 8, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.6 to the Registrant’s Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on October 31, 2013).
|
|
|
|
4.8
|
|
Twelfth Supplemental Indenture (to the 2008 Indenture) dated November 4, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company(incorporated by reference from Exhibit 4.18 to the Registrant’s Registration Statement on Form S-3 (Commission file number 333-192932) filed with the Securities and Exchange Commission on December 18, 2013).
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
4.9
|
|
Thirteenth Supplemental Indenture (to the 2008 Indenture) dated December 16, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.19 to the Registrant’s Registration Statement on Form S-3 (Commission file number 333-192932) filed with the Securities and Exchange Commission on December 18, 2013).
|
|
|
|
10.1
|
|
Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2013).*
|
|
|
|
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 Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006).*
|
|
|
|
10.3
|
|
Form of Calendar Year Grant Restricted Stock Unit Grant Notice and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated).*
|
|
|
|
10.4
|
|
Form of Discretionary Grant Restricted Stock Unit Grant Notice and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated).*
|
|
|
|
10.5
|
|
Form of Performance Stock and Cash Award – Cash Component Grant Notice and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated).*
|
|
|
|
10.6
|
|
Form of Performance Stock and Cash Award – Stock Component Grant Notice and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated).*
|
|
|
|
10.7
|
|
Form of Non-Employee Director Restricted Stock Unit Grant Notice and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated). *
|
|
|
|
10.8
|
|
Form of Non-Employee Director Stock Option Grant Notice and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan of 2006 (incorporated by reference from Exhibit 10.5 to the Registrant’s Transition Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2007).*
|
|
|
|
10.9
|
|
Hanesbrands Inc. Supplemental Employee Retirement Plan (incorporated by reference from Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2010).*
|
|
|
|
10.10
|
|
Hanesbrands Inc. Performance-Based Annual Incentive Plan (incorporated by reference from Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006).*
|
|
|
|
10.11
|
|
Hanesbrands Inc. Executive Deferred Compensation Plan, as amended.*
|
|
|
|
10.12
|
|
Hanesbrands Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2009).*
|
|
|
|
10.13
|
|
Hanesbrands Inc. Executive Long-Term Disability Plan (incorporated by reference from Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2009).*
|
|
|
|
10.14
|
|
Hanesbrands Inc. Employee Stock Purchase Plan of 2006, as amended (incorporated by reference from Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2010).*
|
|
|
|
10.15
|
|
Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2009.*
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.16
|
|
Form of Severance/Change in Control Agreement entered into by and between Hanesbrands Inc. and certain of its executive officers prior to December 2010 and schedule of all such agreements with current executive officers (incorporated by reference from Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 24, 2013).*
|
|
|
|
10.17
|
|
Form of Severance/Change in Control Agreement entered into by and between Hanesbrands Inc. and certain of its executive officers after December 2010 and schedule of all such agreements with current executive officers.*
|
|
|
|
10.18
|
|
Master Separation Agreement dated August 31, 2006 between the Registrant and
Sara Lee Corporation (incorporated by reference from Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2006).
|
|
|
|
10.19
|
|
Tax Sharing Agreement dated August 31, 2006 between the Registrant and Sara Lee Corporation (incorporated by reference from Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2006).
|
|
|
|
10.20
|
|
Employee Matters Agreement dated August 31, 2006 between the Registrant and Sara Lee Corporation (incorporated by reference from Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2006).
|
|
|
|
10.21
|
|
Master Transition Services Agreement dated August 31, 2006 between the Registrant and Sara Lee Corporation (incorporated by reference from Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2006).
|
|
|
|
10.22
|
|
Real Estate Matters Agreement dated August 31, 2006 between the Registrant and Sara Lee Corporation (incorporated by reference from Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on September 28, 2006).
|
|
|
|
10.23
|
|
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 Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2006).
|
|
|
|
10.24
|
|
Intellectual Property Matters Agreement dated August 31, 2006 between the Registrant and Sara Lee Corporation (incorporated by reference from Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2006).
|
|
|
|
10.25
|
|
Amended and Restated Credit Agreement dated as of December 10, 2009 (the “Senior Secured Credit Facility”), among the Registrant, the various financial institutions and other persons from time to time party to the Senior Secured Credit Facility,
Barclays Bank PLC and Goldman Sachs Credit Partners L.P., as the co-documentation agents, Bank of America, N.A. and HSBC Securities (USA) Inc., as the co-syndication agents, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent, and J.P. Morgan Securities Inc., Banc of America Securities LLC, HSBC Securities (USA) Inc. and Barclays Capital, the investment banking division of Barclays Bank PLC, as the joint lead arrangers and joint bookrunners (incorporated by reference from Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2010).
|
|
|
|
10.26
|
|
First Amendment dated February 17, 2011 to the Senior Secured Credit Facility (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2011).
|
|
|
|
10.27
|
|
Second Amendment dated July 13, 2012 to the Senior Secured Credit Facility (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2012).
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.28
|
|
Third Amendment dated July 23, 2013 to the Senior Secured Credit Facility (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2013).
|
|
|
|
10.29
|
|
Fourth Amendment dated November 26, 2013 to the Senior Secured Credit Facility.
|
|
|
|
10.30
|
|
Receivables Purchase Agreement dated as of November 27, 2007 (the “Accounts Receivable Securitization Facility”) among HBI Receivables LLC and the Registrant, JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, Falcon Asset Securitization Company LLC, Bryant Park Funding LLC, and HSBC Securities (USA) Inc. (incorporated by reference from Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2008).†
|
|
|
|
10.31
|
|
Amendment No. 1 dated as of March 16, 2009 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2009).†
|
|
|
|
10.32
|
|
Amendment No. 2 dated as of April 13, 2009 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2009).†
|
|
|
|
10.33
|
|
Amendment No. 3 dated as of August 17, 2009 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2009).
|
|
|
|
10.34
|
|
Amendment No. 4 dated as of December 10, 2009 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2010).
|
|
|
|
10.35
|
|
Amendment No. 5 dated as of December 21, 2009 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2010).†
|
|
|
|
10.36
|
|
Amendment No. 6 dated as of December 18, 2010 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2011).
|
|
|
|
10.37
|
|
Amendment No. 7 dated as of January 31, 2011 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2011).†
|
|
|
|
10.38
|
|
Amendment No. 8 dated as of March 18, 2011 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2011).†
|
|
|
|
10.39
|
|
Amendment No. 9 dated as of March 16, 2012 to the Accounts Receivables Securitization Facility (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2012).
|
|
|
|
10.40
|
|
Amendment No. 10 dated as of March 15, 2013 among Hanesbrands Inc., HBI Receivables LLC, Regency Assets Limited, as assignee of HSBC Bank PLC, and PNC Bank, N.A., as committed purchasers, Regency Assets Limited, as assignee of Bryant Park Funding LLC, and Market Street Funding LLC, as conduit purchasers, HSBC Securities (USA) Inc. and PNC Bank, N.A., as managing agents, and HSBC Securities (USA) Inc., as assignee of JPMorgan Chase Bank, N.A., as agent, to the Receivables Purchase Agreement dated as of November 27, 2007 (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2013). †
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
24.1
|
|
Powers of Attorney (included on the signature pages hereto).
|
|
|
|
31.1
|
|
Certification of Richard A. Noll, Chief Executive Officer.
|
|
|
|
31.2
|
|
Certification of Richard D. Moss, Chief Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of Richard A. Noll, Chief Executive Officer.
|
|
|
|
32.2
|
|
Section 1350 Certification of Richard D. Moss, Chief Financial Officer.
|
|
|
|
101.INS XBRL
|
|
Instance Document
|
|
|
|
101.SCH XBRL
|
|
Taxonomy Extension Schema Document
|
|
|
|
101.CAL XBRL
|
|
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB XBRL
|
|
Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE XBRL
|
|
Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF XBRL
|
|
Taxonomy Extension Definition Linkbase Document
|
|
|
*
|
Management contract or compensatory plans or arrangements.
|
†
|
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
|
|
Consolidated Financial Statements:
|
Page
|
|
Years Ended
|
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||
Net sales
|
$
|
4,627,802
|
|
|
$
|
4,525,721
|
|
|
$
|
4,434,291
|
|
Cost of sales
|
3,016,109
|
|
|
3,105,674
|
|
|
2,941,083
|
|
|||
Gross profit
|
1,611,693
|
|
|
1,420,047
|
|
|
1,493,208
|
|
|||
Selling, general and administrative expenses
|
1,096,507
|
|
|
979,932
|
|
|
1,046,081
|
|
|||
Operating profit
|
515,186
|
|
|
440,115
|
|
|
447,127
|
|
|||
Other expenses
|
17,501
|
|
|
40,315
|
|
|
6,377
|
|
|||
Interest expense, net
|
101,884
|
|
|
136,855
|
|
|
156,198
|
|
|||
Income from continuing operations before income tax expense
|
395,801
|
|
|
262,945
|
|
|
284,552
|
|
|||
Income tax expense
|
65,307
|
|
|
30,502
|
|
|
41,983
|
|
|||
Income from continuing operations
|
330,494
|
|
|
232,443
|
|
|
242,569
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(67,762
|
)
|
|
24,119
|
|
|||
Net income
|
$
|
330,494
|
|
|
$
|
164,681
|
|
|
$
|
266,688
|
|
|
|
|
|
|
|
||||||
Earnings per share — basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.31
|
|
|
$
|
2.35
|
|
|
$
|
2.48
|
|
Discontinued operations
|
—
|
|
|
(0.69
|
)
|
|
0.25
|
|
|||
Net income
|
$
|
3.31
|
|
|
$
|
1.67
|
|
|
$
|
2.73
|
|
|
|
|
|
|
|
||||||
Earnings per share — diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.25
|
|
|
$
|
2.32
|
|
|
$
|
2.44
|
|
Discontinued operations
|
—
|
|
|
(0.68
|
)
|
|
0.24
|
|
|||
Net income
|
$
|
3.25
|
|
|
$
|
1.64
|
|
|
$
|
2.69
|
|
|
Years Ended
|
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||
Net income
|
$
|
330,494
|
|
|
$
|
164,681
|
|
|
$
|
266,688
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation
|
(13,594
|
)
|
|
(838
|
)
|
|
(9,890
|
)
|
|||
Cash flow hedges, net of tax effect of ($476), $1,264 and ($1,939), respectively
|
717
|
|
|
(1,906
|
)
|
|
2,922
|
|
|||
Interest rate hedge, net of tax effect of $0, ($1,371) and ($5,556), respectively
|
—
|
|
|
2,066
|
|
|
8,379
|
|
|||
Defined benefit plans, net of tax effect of ($61,582), ($11,514) and ($79,577), respectively
|
93,473
|
|
|
16,316
|
|
|
(121,447
|
)
|
|||
Other comprehensive income (loss)
|
80,596
|
|
|
15,638
|
|
|
(120,036
|
)
|
|||
Comprehensive income
|
$
|
411,090
|
|
|
$
|
180,319
|
|
|
$
|
146,652
|
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
115,863
|
|
|
$
|
42,796
|
|
Trade accounts receivable, net
|
578,558
|
|
|
506,278
|
|
||
Inventories
|
1,283,331
|
|
|
1,253,136
|
|
||
Deferred tax assets
|
197,260
|
|
|
166,189
|
|
||
Other current assets
|
68,654
|
|
|
59,126
|
|
||
Total current assets
|
2,243,666
|
|
|
2,027,525
|
|
||
Property, net
|
579,883
|
|
|
596,158
|
|
||
Trademarks and other identifiable intangibles, net
|
377,751
|
|
|
120,114
|
|
||
Goodwill
|
626,392
|
|
|
433,300
|
|
||
Deferred tax assets
|
207,426
|
|
|
397,529
|
|
||
Other noncurrent assets
|
54,930
|
|
|
57,074
|
|
||
Total assets
|
$
|
4,090,048
|
|
|
$
|
3,631,700
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Accounts payable
|
$
|
466,270
|
|
|
$
|
403,644
|
|
Accrued liabilities and other:
|
|
|
|
||||
Payroll and employee benefits
|
143,543
|
|
|
114,501
|
|
||
Advertising and promotion
|
73,841
|
|
|
74,132
|
|
||
Other
|
97,642
|
|
|
83,339
|
|
||
Notes payable
|
36,192
|
|
|
26,216
|
|
||
Accounts Receivable Securitization Facility
|
181,790
|
|
|
173,836
|
|
||
Total current liabilities
|
999,278
|
|
|
875,668
|
|
||
Long-term debt
|
1,467,000
|
|
|
1,317,500
|
|
||
Pension and postretirement benefits
|
263,819
|
|
|
446,267
|
|
||
Other noncurrent liabilities
|
129,328
|
|
|
105,399
|
|
||
Total liabilities
|
2,859,425
|
|
|
2,744,834
|
|
||
|
|
|
|
||||
Stockholders’ 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 — 99,455,478 and 98,269,868, respectively
|
995
|
|
|
983
|
|
||
Additional paid-in capital
|
285,227
|
|
|
292,029
|
|
||
Retained earnings
|
1,181,418
|
|
|
911,467
|
|
||
Accumulated other comprehensive loss
|
(237,017
|
)
|
|
(317,613
|
)
|
||
Total stockholders’ equity
|
1,230,623
|
|
|
886,866
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,090,048
|
|
|
$
|
3,631,700
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balances at January 1, 2011
|
96,207
|
|
|
$
|
962
|
|
|
$
|
294,829
|
|
|
$
|
480,098
|
|
|
$
|
(213,215
|
)
|
|
$
|
562,674
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
266,688
|
|
|
—
|
|
|
266,688
|
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,890
|
)
|
|
(9,890
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,301
|
|
|
11,301
|
|
|||||
Net unrecognized loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,447
|
)
|
|
(121,447
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15,822
|
|
|
—
|
|
|
—
|
|
|
15,822
|
|
|||||
Exercise of stock options, vesting of restricted stock units and other
|
1,310
|
|
|
13
|
|
|
15,364
|
|
|
—
|
|
|
—
|
|
|
15,377
|
|
|||||
Net transactions related to spin off
|
—
|
|
|
—
|
|
|
(59,464
|
)
|
|
—
|
|
|
—
|
|
|
(59,464
|
)
|
|||||
Balances at December 31, 2011
|
97,517
|
|
|
$
|
975
|
|
|
$
|
266,551
|
|
|
$
|
746,786
|
|
|
$
|
(333,251
|
)
|
|
$
|
681,061
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
164,681
|
|
|
—
|
|
|
164,681
|
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(838
|
)
|
|
(838
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
160
|
|
|||||
Net unrecognized gain from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,316
|
|
|
16,316
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
20,183
|
|
|
—
|
|
|
—
|
|
|
20,183
|
|
|||||
Exercise of stock options, vesting of restricted stock units and other
|
753
|
|
|
8
|
|
|
5,295
|
|
|
—
|
|
|
—
|
|
|
5,303
|
|
|||||
Balances at December 29, 2012
|
98,270
|
|
|
$
|
983
|
|
|
$
|
292,029
|
|
|
$
|
911,467
|
|
|
$
|
(317,613
|
)
|
|
$
|
886,866
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
330,494
|
|
|
—
|
|
|
330,494
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,543
|
)
|
|
—
|
|
|
(60,543
|
)
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,594
|
)
|
|
(13,594
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
717
|
|
|||||
Net unrecognized gain from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,473
|
|
|
93,473
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23,845
|
|
|
—
|
|
|
—
|
|
|
23,845
|
|
|||||
Net exercise of stock options, vesting of restricted stock units and other
|
1,185
|
|
|
12
|
|
|
(16,412
|
)
|
|
—
|
|
|
—
|
|
|
(16,400
|
)
|
|||||
Net transactions related to spin off
|
—
|
|
|
—
|
|
|
(14,235
|
)
|
|
—
|
|
|
—
|
|
|
(14,235
|
)
|
|||||
Balances at December 28, 2013
|
99,455
|
|
|
$
|
995
|
|
|
$
|
285,227
|
|
|
$
|
1,181,418
|
|
|
$
|
(237,017
|
)
|
|
$
|
1,230,623
|
|
|
Years Ended
|
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
330,494
|
|
|
$
|
164,681
|
|
|
$
|
266,688
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
76,125
|
|
|
78,784
|
|
|
76,174
|
|
|||
Amortization of intangibles
|
14,765
|
|
|
14,252
|
|
|
14,551
|
|
|||
Impairment of intangibles
|
—
|
|
|
37,425
|
|
|
—
|
|
|||
Loss on disposition of business
|
—
|
|
|
32,829
|
|
|
—
|
|
|||
Write-off on early extinguishment of debt
|
4,865
|
|
|
9,559
|
|
|
3,297
|
|
|||
Amortization of debt issuance costs
|
6,921
|
|
|
9,168
|
|
|
10,367
|
|
|||
Amortization of loss on interest rate hedge
|
—
|
|
|
2,560
|
|
|
11,292
|
|
|||
Stock compensation expense
|
24,178
|
|
|
20,496
|
|
|
16,173
|
|
|||
Deferred taxes
|
14,616
|
|
|
(32,583
|
)
|
|
1,948
|
|
|||
Other
|
(3,027
|
)
|
|
(9,813
|
)
|
|
1,661
|
|
|||
Changes in assets and liabilities, net of acquisition and disposition of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
4,803
|
|
|
(46,812
|
)
|
|
26,585
|
|
|||
Inventories
|
83,748
|
|
|
313,818
|
|
|
(287,908
|
)
|
|||
Other assets
|
12,857
|
|
|
5,453
|
|
|
3,639
|
|
|||
Accounts payable
|
30,897
|
|
|
(40,583
|
)
|
|
39,706
|
|
|||
Accrued liabilities and other
|
(9,961
|
)
|
|
(5,627
|
)
|
|
(10,695
|
)
|
|||
Net cash from operating activities
|
591,281
|
|
|
553,607
|
|
|
173,478
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(43,627
|
)
|
|
(40,994
|
)
|
|
(90,099
|
)
|
|||
Proceeds from sales of assets
|
6,089
|
|
|
424
|
|
|
13,620
|
|
|||
Acquisition of business, net of cash acquired
|
(559,855
|
)
|
|
—
|
|
|
(9,154
|
)
|
|||
Disposition of business
|
—
|
|
|
12,704
|
|
|
—
|
|
|||
Net cash from investing activities
|
(597,393
|
)
|
|
(27,866
|
)
|
|
(85,633
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings on notes payable
|
101,175
|
|
|
78,036
|
|
|
360,893
|
|
|||
Repayments on notes payable
|
(91,027
|
)
|
|
(115,117
|
)
|
|
(348,924
|
)
|
|||
Borrowings on Accounts Receivable Securitization Facility
|
145,715
|
|
|
177,300
|
|
|
280,629
|
|
|||
Repayments on Accounts Receivable Securitization Facility
|
(137,761
|
)
|
|
(170,397
|
)
|
|
(203,696
|
)
|
|||
Borrowings on Revolving Loan Facility
|
4,053,500
|
|
|
2,938,500
|
|
|
2,890,000
|
|
|||
Repayments on Revolving Loan Facility
|
(3,654,000
|
)
|
|
(2,885,500
|
)
|
|
(2,875,500
|
)
|
|||
Redemption of Floating Rate Senior Notes
|
—
|
|
|
(293,277
|
)
|
|
(197,458
|
)
|
|||
Redemption of debt under 8% Senior Notes
|
(250,000
|
)
|
|
(250,000
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(59,442
|
)
|
|
—
|
|
|
—
|
|
|||
Payments to amend and refinance credit facilities
|
(5,630
|
)
|
|
(2,353
|
)
|
|
(3,757
|
)
|
|||
Proceeds from stock options exercised
|
5,279
|
|
|
8,752
|
|
|
17,104
|
|
|||
Taxes paid related to net shares settlement of equity awards
|
(41,839
|
)
|
|
(4,705
|
)
|
|
(5,521
|
)
|
|||
Excess tax benefit from stock-based compensation
|
26,784
|
|
|
1,253
|
|
|
1,673
|
|
|||
Transactions with Sara Lee Corporation
|
—
|
|
|
—
|
|
|
(11,403
|
)
|
|||
Other
|
1,003
|
|
|
(269
|
)
|
|
920
|
|
|||
Net cash from financing activities
|
93,757
|
|
|
(517,777
|
)
|
|
(95,040
|
)
|
|||
Effect of changes in foreign exchange rates on cash
|
(14,578
|
)
|
|
(513
|
)
|
|
(1,131
|
)
|
|||
Change in cash and cash equivalents
|
73,067
|
|
|
7,451
|
|
|
(8,326
|
)
|
|||
Cash and cash equivalents at beginning of year
|
42,796
|
|
|
35,345
|
|
|
43,671
|
|
|||
Cash and cash equivalents at end of year
|
$
|
115,863
|
|
|
$
|
42,796
|
|
|
$
|
35,345
|
|
(1)
|
Background
|
(2)
|
Summary of Significant Accounting Policies
|
(3)
|
Maidenform Acquisition
|
Cash and cash equivalents
|
$
|
20,650
|
|
Trade accounts receivable, net
|
86,794
|
|
|
Inventories
|
125,179
|
|
|
Other current assets
|
29,860
|
|
|
Property, net
|
14,528
|
|
|
Trademarks and other identifiable intangibles, net
|
270,430
|
|
|
Other noncurrent assets
|
9,153
|
|
|
Total assets acquired
|
556,594
|
|
|
Accounts payables
|
34,101
|
|
|
Accrued liabilities and other
|
13,055
|
|
|
Deferred tax liabilities, noncurrent
|
118,189
|
|
|
Other noncurrent liabilities
|
4,070
|
|
|
Total liabilities assumed
|
169,415
|
|
|
Net assets acquired
|
387,179
|
|
|
Goodwill
|
193,326
|
|
|
Purchase price
|
$
|
580,505
|
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Net sales
|
$
|
5,067,197
|
|
|
$
|
5,125,998
|
|
Income from continuing operations
|
370,469
|
|
|
240,678
|
|
||
Earnings per share from continuing operations:
|
|
|
|
||||
Basic
|
$
|
3.71
|
|
|
$
|
2.44
|
|
Diluted
|
3.64
|
|
|
2.40
|
|
(4)
|
Earnings Per Share
|
|
Years Ended
|
|||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|||
Basic weighted average shares outstanding
|
99,859
|
|
|
98,709
|
|
|
97,710
|
|
Effect of potentially dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
1,536
|
|
|
1,245
|
|
|
1,163
|
|
Restricted stock units
|
427
|
|
|
314
|
|
|
376
|
|
Employee stock purchase plan and other
|
1
|
|
|
1
|
|
|
2
|
|
Diluted weighted average shares outstanding
|
101,823
|
|
|
100,269
|
|
|
99,251
|
|
(5)
|
Stock-Based Compensation
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
Options outstanding at January 1, 2011
|
6,218
|
|
|
$
|
22.35
|
|
|
$
|
19,914
|
|
|
6.90
|
Exercised
|
(772
|
)
|
|
22.17
|
|
|
|
|
|
|||
Forfeited
|
(132
|
)
|
|
20.50
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding at December 31, 2011
|
5,314
|
|
|
$
|
22.42
|
|
|
$
|
7,202
|
|
|
5.90
|
Exercised
|
(448
|
)
|
|
19.79
|
|
|
|
|
|
|||
Forfeited
|
(9
|
)
|
|
23.73
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding at December 29, 2012
|
4,857
|
|
|
$
|
22.68
|
|
|
$
|
59,744
|
|
|
4.91
|
Exercised
|
(2,077
|
)
|
|
23.42
|
|
|
|
|
|
|||
Forfeited
|
(2
|
)
|
|
22.37
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding at December 28, 2013
|
2,778
|
|
|
$
|
22.12
|
|
|
$
|
131,219
|
|
|
4.31
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at December 28, 2013
|
2,778
|
|
|
$
|
22.12
|
|
|
$
|
131,219
|
|
|
4.31
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
Nonvested share units outstanding at January 1, 2011
|
1,330
|
|
|
$
|
23.08
|
|
|
$
|
33,794
|
|
|
1.73
|
Granted — non-performanced based
|
497
|
|
|
23.60
|
|
|
|
|
|
|||
Granted — performanced based
|
256
|
|
|
23.46
|
|
|
|
|
|
|||
Vested
|
(741
|
)
|
|
21.06
|
|
|
|
|
|
|||
Forfeited
|
(117
|
)
|
|
22.82
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at December 31, 2011
|
1,225
|
|
|
$
|
24.61
|
|
|
$
|
26,782
|
|
|
2.37
|
Granted — non-performanced based
|
335
|
|
|
35.62
|
|
|
|
|
|
|||
Granted — performanced based
|
288
|
|
|
32.20
|
|
|
|
|
|
|||
Vested
|
(400
|
)
|
|
24.56
|
|
|
|
|
|
|||
Forfeited
|
(42
|
)
|
|
25.38
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at December 29, 2012
|
1,406
|
|
|
$
|
28.76
|
|
|
$
|
49,188
|
|
|
1.99
|
Granted — non-performanced based
|
201
|
|
|
67.37
|
|
|
|
|
|
|||
Granted — performanced based
|
224
|
|
|
52.93
|
|
|
|
|
|
|||
Vested
|
(606
|
)
|
|
27.95
|
|
|
|
|
|
|||
Forfeited
|
(32
|
)
|
|
28.17
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at December 28, 2013
|
1,193
|
|
|
$
|
40.23
|
|
|
$
|
82,742
|
|
|
1.79
|
(6)
|
Trade Accounts Receivable
|
|
Allowance
for Doubtful Accounts |
|
Allowance
for Chargebacks and Other Deductions |
|
Total
|
||||||
Balance at January 1, 2011
|
$
|
11,116
|
|
|
$
|
8,076
|
|
|
$
|
19,192
|
|
Charged to expenses
|
(1,142
|
)
|
|
6,393
|
|
|
5,251
|
|
|||
Deductions and write-offs
|
(1,250
|
)
|
|
(5,775
|
)
|
|
(7,025
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at December 31, 2011
|
8,724
|
|
|
8,694
|
|
|
17,418
|
|
|||
|
|
|
|
|
|
||||||
Charged to expenses
|
747
|
|
|
7,570
|
|
|
8,317
|
|
|||
Deductions and write-offs
|
(3,284
|
)
|
|
(7,511
|
)
|
|
(10,795
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at December 29, 2012
|
6,187
|
|
|
8,753
|
|
|
14,940
|
|
|||
|
|
|
|
|
|
||||||
Charged to expenses
|
1,445
|
|
|
5,288
|
|
|
6,733
|
|
|||
Deductions and write-offs
|
(2,346
|
)
|
|
(5,991
|
)
|
|
(8,337
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at December 28, 2013
|
$
|
5,286
|
|
|
$
|
8,050
|
|
|
$
|
13,336
|
|
(7)
|
Inventories
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Raw materials
|
$
|
170,524
|
|
|
$
|
167,883
|
|
Work in process
|
142,713
|
|
|
143,713
|
|
||
Finished goods
|
970,094
|
|
|
941,540
|
|
||
|
$
|
1,283,331
|
|
|
$
|
1,253,136
|
|
(8)
|
Property, Net
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Land
|
$
|
28,895
|
|
|
$
|
26,286
|
|
Buildings and improvements
|
477,167
|
|
|
483,814
|
|
||
Machinery and equipment
|
872,038
|
|
|
886,413
|
|
||
Construction in progress
|
20,855
|
|
|
13,155
|
|
||
Capital leases
|
4,031
|
|
|
3,709
|
|
||
|
1,402,986
|
|
|
1,413,377
|
|
||
Less accumulated depreciation
|
823,103
|
|
|
817,219
|
|
||
Property, net
|
$
|
579,883
|
|
|
$
|
596,158
|
|
(9)
|
Notes Payable
|
|
Interest
Rate as of
December 28,
2013
|
|
Principal Amount
|
||||||
December 28, 2013
|
|
December 29, 2012
|
|||||||
El Salvador
|
3.00%
|
|
$
|
30,000
|
|
|
$
|
25,000
|
|
Philippines
|
3.16%
|
|
1,417
|
|
|
1,216
|
|
||
China
|
6.02%
|
|
4,775
|
|
|
—
|
|
||
|
|
|
$
|
36,192
|
|
|
$
|
26,216
|
|
(10)
|
Debt
|
|
Interest
Rate as of December 28, 2013 |
|
Principal Amount
|
|
|
||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
Maturity Date
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||
Revolving Loan Facility
|
1.69%
|
|
$
|
467,000
|
|
|
$
|
67,500
|
|
|
July 2018
|
6.375% Senior Notes
|
6.38%
|
|
1,000,000
|
|
|
1,000,000
|
|
|
December 2020
|
||
Accounts Receivable Securitization Facility
|
1.22%
|
|
181,790
|
|
|
173,836
|
|
|
March 2014
|
||
8% Senior Notes
|
—
|
|
—
|
|
|
250,000
|
|
|
|
||
|
|
|
1,648,790
|
|
|
1,491,336
|
|
|
|
||
Less current maturities
|
|
|
181,790
|
|
|
173,836
|
|
|
|
||
|
|
|
$
|
1,467,000
|
|
|
$
|
1,317,500
|
|
|
|
•
|
the equity interests of substantially all of the Company’s direct and indirect U.S. subsidiaries (other than U.S. subsidiaries directly or indirectly owned by foreign subsidiaries) and
65%
of the voting securities of certain first tier foreign subsidiaries; and
|
•
|
substantially all present and future property and assets, real and personal, tangible and intangible, of the Company and each guarantor, except for certain enumerated interests, and all proceeds and products of such property and assets.
|
(11)
|
Commitments and Contingencies
|
(12)
|
Intangible Assets and Goodwill
|
|
Gross
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
Year ended December 28, 2013:
|
|
|
|
|
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks and brand names
|
$
|
136,379
|
|
|
$
|
75,559
|
|
|
$
|
60,820
|
|
Licensing agreements
|
58,901
|
|
|
11,501
|
|
|
47,400
|
|
|||
Customer and distributor relationships
|
37,654
|
|
|
2,430
|
|
|
35,224
|
|
|||
Computer software
|
68,254
|
|
|
56,658
|
|
|
11,596
|
|
|||
Other intangibles
|
3,281
|
|
|
770
|
|
|
2,511
|
|
|||
|
$
|
304,469
|
|
|
$
|
146,918
|
|
|
157,551
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
|
|
220,200
|
|
|||||
Net book value of intangible assets
|
|
|
|
|
$
|
377,751
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
Year ended December 29, 2012:
|
|
|
|
|
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks and brand names
|
$
|
140,855
|
|
|
$
|
76,606
|
|
|
$
|
64,249
|
|
Licensing agreements
|
47,600
|
|
|
7,612
|
|
|
39,988
|
|
|||
Customer and distributor relationships
|
3,327
|
|
|
1,300
|
|
|
2,027
|
|
|||
Computer software
|
62,820
|
|
|
50,556
|
|
|
12,264
|
|
|||
Other intangibles
|
1,921
|
|
|
335
|
|
|
1,586
|
|
|||
|
$
|
256,523
|
|
|
$
|
136,409
|
|
|
|
||
Net book value of intangible assets
|
|
|
|
|
$
|
120,114
|
|
|
Innerwear
|
|
Activewear
|
|
Direct to
Consumer |
|
International
|
|
Total
|
||||||||||
Net book value at December 31, 2011
|
$
|
245,505
|
|
|
$
|
171,386
|
|
|
$
|
255
|
|
|
$
|
16,250
|
|
|
$
|
433,396
|
|
Disposition of business
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
76
|
|
|||||
Net book value at December 29, 2012
|
245,505
|
|
|
171,214
|
|
|
255
|
|
|
16,326
|
|
|
433,300
|
|
|||||
Acquisition of business
|
181,726
|
|
|
—
|
|
|
2,900
|
|
|
8,700
|
|
|
193,326
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
(234
|
)
|
|||||
Net book value at December 28, 2013
|
$
|
427,231
|
|
|
$
|
171,214
|
|
|
$
|
3,155
|
|
|
$
|
24,792
|
|
|
$
|
626,392
|
|
(13)
|
Accumulated Other Comprehensive Loss
|
|
Cumulative Translation Adjustment
|
|
Hedges
|
|
Defined Benefit Plans
|
|
Income Taxes
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2011
|
$
|
(7,496
|
)
|
|
$
|
582
|
|
|
$
|
(540,388
|
)
|
|
$
|
214,051
|
|
|
$
|
(333,251
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
843
|
|
|
15,987
|
|
|
(6,712
|
)
|
|
10,118
|
|
|||||
Current-period other comprehensive income (loss) activity
|
(838
|
)
|
|
(576
|
)
|
|
11,843
|
|
|
(4,909
|
)
|
|
5,520
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 29, 2012
|
(8,334
|
)
|
|
849
|
|
|
(512,558
|
)
|
|
202,430
|
|
|
(317,613
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(400
|
)
|
|
15,418
|
|
|
(5,874
|
)
|
|
9,144
|
|
|||||
Current-period other comprehensive income (loss) activity
|
(13,594
|
)
|
|
1,593
|
|
|
139,637
|
|
|
(56,184
|
)
|
|
71,452
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 28, 2013
|
$
|
(21,928
|
)
|
|
$
|
2,042
|
|
|
$
|
(357,503
|
)
|
|
$
|
140,372
|
|
|
$
|
(237,017
|
)
|
Component of AOCI
|
|
Location of Reclassification into Income
|
|
Amount of Reclassification from AOCI
|
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|||||||||
Gain (loss) on foreign exchange contracts
|
|
Cost of sales
|
|
$
|
(400
|
)
|
|
$
|
(2,594
|
)
|
|
$
|
1,713
|
|
|
|
Income tax
|
|
160
|
|
|
1,034
|
|
|
(682
|
)
|
|||
|
|
Net of tax
|
|
$
|
(240
|
)
|
|
$
|
(1,560
|
)
|
|
$
|
1,031
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of loss on interest rate hedge
|
|
Interest expense, net
|
|
$
|
—
|
|
|
$
|
3,437
|
|
|
$
|
13,935
|
|
|
|
Income tax
|
|
—
|
|
|
(1,371
|
)
|
|
(5,556
|
)
|
|||
|
|
Net of tax
|
|
$
|
—
|
|
|
$
|
2,066
|
|
|
$
|
8,379
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of deferred actuarial loss and prior service cost
|
|
Selling, general and administrative expenses
|
|
$
|
15,418
|
|
|
$
|
15,987
|
|
|
$
|
9,148
|
|
|
|
Income tax
|
|
(6,034
|
)
|
|
(6,375
|
)
|
|
(3,648
|
)
|
|||
|
|
Net of tax
|
|
$
|
9,384
|
|
|
$
|
9,612
|
|
|
$
|
5,500
|
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications
|
|
|
|
$
|
9,144
|
|
|
$
|
10,118
|
|
|
$
|
14,910
|
|
(14)
|
Financial Instruments and Risk Management
|
|
|
|
Fair Value
|
||||||
|
Balance Sheet Location
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Hedges
|
Other current assets
|
|
$
|
32
|
|
|
$
|
708
|
|
Non-hedges
|
Other current assets
|
|
970
|
|
|
380
|
|
||
Total derivative assets
|
|
|
$
|
1,002
|
|
|
$
|
1,088
|
|
|
|
|
|
|
|
||||
Hedges
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
(184
|
)
|
Non-hedges
|
Accrued liabilities
|
|
(28
|
)
|
|
(84
|
)
|
||
Total derivative liabilities
|
|
|
$
|
(28
|
)
|
|
$
|
(268
|
)
|
|
|
|
|
|
|
||||
Net derivative asset
|
|
|
$
|
974
|
|
|
$
|
820
|
|
|
Amount of Gain (Loss) Recognized in
Accumulated Other Comprehensive Loss (Effective Portion) Year Ended |
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Foreign exchange contracts
|
1,593
|
|
|
(262
|
)
|
|
1,341
|
|
|||
Total
|
$
|
1,593
|
|
|
$
|
(262
|
)
|
|
$
|
1,338
|
|
|
Location of Loss
Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) |
|
Amount of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Loss into Income (Effective Portion) Year Ended |
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||||
Interest rate contracts
|
Interest
expense, net |
|
$
|
—
|
|
|
$
|
(2,560
|
)
|
|
$
|
(11,621
|
)
|
Interest rate contracts
|
Other expenses
|
|
—
|
|
|
(877
|
)
|
|
(2,314
|
)
|
|||
Foreign exchange contracts
|
Cost of sales
|
|
400
|
|
|
(47
|
)
|
|
(969
|
)
|
|||
Total
|
|
|
$
|
400
|
|
|
$
|
(3,484
|
)
|
|
$
|
(14,904
|
)
|
|
Location of Gain (Loss)
Recognized in Income on Derivative |
|
Amount of Gain (Loss) Recognized in
Income Year Ended |
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||||
Foreign exchange contracts
|
Selling, general and
administrative expenses |
|
$
|
458
|
|
|
$
|
(3,757
|
)
|
|
$
|
1,804
|
|
Total
|
|
|
$
|
458
|
|
|
$
|
(3,757
|
)
|
|
$
|
1,804
|
|
(15)
|
Fair Value of Assets and Liabilities
|
•
|
Market approach — prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
|
•
|
Cost approach — amount that would be required to replace the service capacity of an asset or replacement cost.
|
•
|
Income approach — techniques to convert future amounts to a single present amount based on market expectations, including present value techniques, option-pricing and other models.
|
|
Assets (Liabilities) at Fair Value as of
December 28, 2013 |
||||||||||
|
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
||||||
Defined benefit pension plan investment assets:
|
|
|
|
|
|
||||||
Hedge fund of funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
281,908
|
|
U.S. equity securities
|
140,880
|
|
|
27,902
|
|
|
—
|
|
|||
Foreign equity securities
|
50,661
|
|
|
77,152
|
|
|
—
|
|
|||
Debt securities
|
18,644
|
|
|
87,578
|
|
|
—
|
|
|||
Real estate
|
—
|
|
|
—
|
|
|
33,575
|
|
|||
Commodities
|
—
|
|
|
15,407
|
|
|
—
|
|
|||
Cash and other
|
5,872
|
|
|
—
|
|
|
—
|
|
|||
|
216,057
|
|
|
208,039
|
|
|
315,483
|
|
|||
Derivative contracts:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
—
|
|
|
1,002
|
|
|
—
|
|
|||
Foreign exchange derivative contracts
|
—
|
|
|
(28
|
)
|
|
—
|
|
|||
|
—
|
|
|
974
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Deferred compensation plan liability
|
—
|
|
|
(17,036
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
216,057
|
|
|
$
|
191,977
|
|
|
$
|
315,483
|
|
|
Assets (Liabilities) at Fair Value as of
December 29, 2012 |
||||||||||
|
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
||||||
Defined benefit pension plan investment assets:
|
|
|
|
|
|
||||||
Hedge fund of funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
253,391
|
|
U.S. equity securities
|
111,878
|
|
|
20,824
|
|
|
—
|
|
|||
Foreign equity securities
|
40,279
|
|
|
64,348
|
|
|
—
|
|
|||
Debt securities
|
6,443
|
|
|
96,385
|
|
|
—
|
|
|||
Real estate
|
—
|
|
|
—
|
|
|
32,584
|
|
|||
Commodities
|
—
|
|
|
13,086
|
|
|
—
|
|
|||
Cash and other
|
4,550
|
|
|
—
|
|
|
—
|
|
|||
|
163,150
|
|
|
194,643
|
|
|
285,975
|
|
|||
Derivative contracts:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
—
|
|
|
1,088
|
|
|
—
|
|
|||
Foreign exchange derivative contracts
|
—
|
|
|
(268
|
)
|
|
—
|
|
|||
|
—
|
|
|
820
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Deferred compensation plan liability
|
—
|
|
|
(8,493
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
163,150
|
|
|
$
|
186,970
|
|
|
$
|
285,975
|
|
|
Hedge fund of
funds
|
|
Real estate
|
||||
Balance at December 31, 2011
|
$
|
242,594
|
|
|
$
|
30,729
|
|
|
|
|
|
||||
Actual return on assets
|
13,190
|
|
|
3,590
|
|
||
Sale of assets
|
(2,393
|
)
|
|
(9,340
|
)
|
||
Purchase of assets
|
—
|
|
|
7,605
|
|
||
|
|
|
|
||||
Balance at December 29, 2012
|
253,391
|
|
|
32,584
|
|
||
|
|
|
|
||||
Actual return on assets
|
31,253
|
|
|
4,491
|
|
||
Sale of assets
|
(2,736
|
)
|
|
(6,992
|
)
|
||
Purchase of assets
|
—
|
|
|
3,492
|
|
||
|
|
|
|
||||
Balance at December 28, 2013
|
$
|
281,908
|
|
|
$
|
33,575
|
|
(16)
|
Defined Benefit Pension Plans
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Service cost
|
$
|
1,565
|
|
|
$
|
1,471
|
|
|
$
|
1,445
|
|
Interest cost
|
44,174
|
|
|
44,276
|
|
|
47,833
|
|
|||
Expected return on assets
|
(46,777
|
)
|
|
(44,708
|
)
|
|
(47,782
|
)
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service cost
|
35
|
|
|
31
|
|
|
29
|
|
|||
Net actuarial loss
|
15,382
|
|
|
15,946
|
|
|
9,119
|
|
|||
Net periodic benefit cost
|
$
|
14,379
|
|
|
$
|
17,016
|
|
|
$
|
10,644
|
|
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
|
|
|
|
|
|
||||||
Net (gain) loss
|
$
|
(155,314
|
)
|
|
$
|
(26,633
|
)
|
|
$
|
200,771
|
|
Prior service cost (credit)
|
208
|
|
|
(31
|
)
|
|
(29
|
)
|
|||
Total (gain) loss recognized in other comprehensive income
|
(155,106
|
)
|
|
(26,664
|
)
|
|
200,742
|
|
|||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
(140,727
|
)
|
|
$
|
(9,648
|
)
|
|
$
|
211,386
|
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Benefit obligation:
|
|
|
|
||||
Beginning of year
|
$
|
1,085,177
|
|
|
$
|
1,080,167
|
|
Service cost
|
1,565
|
|
|
1,471
|
|
||
Interest cost
|
44,483
|
|
|
44,276
|
|
||
Plan amendment
|
244
|
|
|
—
|
|
||
Benefits paid
|
(52,829
|
)
|
|
(49,951
|
)
|
||
Impact of exchange rate change
|
(3,198
|
)
|
|
55
|
|
||
Business combination
|
24,403
|
|
|
—
|
|
||
Actuarial (gain) loss
|
(99,780
|
)
|
|
9,159
|
|
||
End of year
|
1,000,065
|
|
|
1,085,177
|
|
||
|
|
|
|
||||
Fair value of plan assets:
|
|
|
|
||||
Beginning of year
|
643,768
|
|
|
599,889
|
|
||
Actual return on plan assets
|
86,524
|
|
|
65,101
|
|
||
Employer contributions
|
41,177
|
|
|
28,175
|
|
||
Benefits paid
|
(52,829
|
)
|
|
(49,951
|
)
|
||
Business combination
|
22,721
|
|
|
—
|
|
||
Impact of exchange rate change
|
(1,782
|
)
|
|
554
|
|
||
End of year
|
739,579
|
|
|
643,768
|
|
||
Funded status
|
$
|
(260,486
|
)
|
|
$
|
(441,409
|
)
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Benefit obligation
|
$
|
1,000,065
|
|
|
$
|
1,085,177
|
|
Plans with benefit obligation in excess of plan assets
|
|
|
|
||||
Benefit obligation
|
1,000,065
|
|
|
1,085,177
|
|
||
Fair value of plan assets
|
739,579
|
|
|
643,768
|
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Current liabilities
|
$
|
(3,289
|
)
|
|
$
|
(2,216
|
)
|
Noncurrent liabilities
|
(257,197
|
)
|
|
(439,193
|
)
|
||
Accumulated other comprehensive loss
|
(358,818
|
)
|
|
(513,924
|
)
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Prior service cost
|
$
|
288
|
|
|
$
|
79
|
|
Actuarial loss
|
358,530
|
|
|
513,845
|
|
||
|
$
|
358,818
|
|
|
$
|
513,924
|
|
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|||
Net periodic benefit cost:
|
|
|
|
|
|
|||
Discount rate
|
4.17
|
%
|
|
4.20
|
%
|
|
5.27
|
%
|
Long-term rate of return on plan assets
|
7.29
|
|
|
7.58
|
|
|
7.77
|
|
Rate of compensation increase (1)
|
3.74
|
|
|
3.75
|
|
|
3.75
|
|
|
|
|
|
|
|
|||
Plan obligations:
|
|
|
|
|
|
|||
Discount rate
|
4.96
|
%
|
|
4.17
|
%
|
|
4.20
|
%
|
Rate of compensation increase (1)
|
3.74
|
|
|
3.74
|
|
|
3.75
|
|
|
|
(1)
|
The compensation increase assumption applies to the international plans and portions of the nonqualified retirement plans, as benefits under these plans were not frozen at
December 28, 2013
,
December 29, 2012
and
December 31, 2011
.
|
|
December 28, 2013
|
|
December 29, 2012
|
||
Asset category:
|
|
|
|
||
Hedge fund of funds
|
38
|
%
|
|
39
|
%
|
U.S. equity securities
|
23
|
|
|
21
|
|
Foreign equity securities
|
17
|
|
|
16
|
|
Debt securities
|
14
|
|
|
16
|
|
Real estate
|
5
|
|
|
5
|
|
Commodities
|
2
|
|
|
2
|
|
Cash and other
|
1
|
|
|
1
|
|
(17)
|
Income Taxes
|
|
Years Ended
|
|||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
|||
Income before income tax expense:
|
|
|
|
|
|
|||
Domestic
|
21.5
|
%
|
|
(5.8
|
)%
|
|
7.4
|
%
|
Foreign
|
78.5
|
|
|
105.8
|
|
|
92.6
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|||
Tax expense at U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes
|
0.4
|
|
|
0.3
|
|
|
0.8
|
|
Tax on remittance of foreign earnings
|
2.5
|
|
|
3.1
|
|
|
1.9
|
|
Foreign taxes less than U.S. statutory rate
|
(19.6
|
)
|
|
(24.3
|
)
|
|
(20.0
|
)
|
Employee benefits
|
1.0
|
|
|
0.9
|
|
|
0.7
|
|
Change in valuation allowance
|
0.5
|
|
|
0.3
|
|
|
(0.7
|
)
|
Release of unrecognized tax benefit reserves
|
(2.3
|
)
|
|
(3.8
|
)
|
|
(0.7
|
)
|
Other, net
|
(1.0
|
)
|
|
0.1
|
|
|
(2.2
|
)
|
Taxes at effective worldwide tax rates
|
16.5
|
%
|
|
11.6
|
%
|
|
14.8
|
%
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year ended December 28, 2013
|
|
|
|
|
|
||||||
Domestic
|
$
|
24,166
|
|
|
$
|
16,310
|
|
|
$
|
40,476
|
|
Foreign
|
22,037
|
|
|
(590
|
)
|
|
21,447
|
|
|||
State
|
4,488
|
|
|
(1,104
|
)
|
|
3,384
|
|
|||
|
$
|
50,691
|
|
|
$
|
14,616
|
|
|
$
|
65,307
|
|
|
|
|
|
|
|
||||||
Year ended December 29, 2012
|
|
|
|
|
|
||||||
Domestic
|
$
|
21,222
|
|
|
$
|
(21,555
|
)
|
|
$
|
(333
|
)
|
Foreign
|
29,053
|
|
|
(2,022
|
)
|
|
27,031
|
|
|||
State
|
1,027
|
|
|
2,777
|
|
|
3,804
|
|
|||
|
$
|
51,302
|
|
|
$
|
(20,800
|
)
|
|
$
|
30,502
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2011
|
|
|
|
|
|
||||||
Domestic
|
$
|
10,869
|
|
|
$
|
1,581
|
|
|
$
|
12,450
|
|
Foreign
|
26,414
|
|
|
(460
|
)
|
|
25,954
|
|
|||
State
|
2,958
|
|
|
621
|
|
|
3,579
|
|
|||
|
$
|
40,241
|
|
|
$
|
1,742
|
|
|
$
|
41,983
|
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Cash payments for income taxes
|
$
|
34,221
|
|
|
$
|
32,274
|
|
|
$
|
37,665
|
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Deferred tax assets:
|
|
|
|
||||
Nondeductible reserves
|
$
|
790
|
|
|
$
|
3,578
|
|
Inventories
|
102,482
|
|
|
60,185
|
|
||
Property and equipment
|
7,179
|
|
|
9,116
|
|
||
Intangibles
|
50,355
|
|
|
151,979
|
|
||
Bad debt allowance
|
12,781
|
|
|
8,050
|
|
||
Accrued expenses
|
8,838
|
|
|
6,196
|
|
||
Employee benefits
|
150,391
|
|
|
231,378
|
|
||
Tax credits
|
30,020
|
|
|
23,564
|
|
||
Net operating loss and other tax carryforwards
|
60,724
|
|
|
84,253
|
|
||
Other
|
17,975
|
|
|
16,324
|
|
||
Gross deferred tax assets
|
441,535
|
|
|
594,623
|
|
||
Less valuation allowances
|
(32,131
|
)
|
|
(25,726
|
)
|
||
Deferred tax assets
|
409,404
|
|
|
568,897
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Derivatives
|
873
|
|
|
397
|
|
||
Prepaids
|
4,798
|
|
|
5,526
|
|
||
Deferred tax liabilities
|
5,671
|
|
|
5,923
|
|
||
Net deferred tax assets
|
$
|
403,733
|
|
|
$
|
562,974
|
|
Fiscal Year:
|
|
||
2014
|
$
|
6,220
|
|
2015
|
12,901
|
|
|
2016
|
14,993
|
|
|
2017
|
24,669
|
|
|
2018
|
18,647
|
|
|
Thereafter
|
30,863
|
|
|
|
||
Balance at December 31, 2011 (gross balance of $44,302)
|
$
|
41,637
|
|
Additions based on tax positions related to the current year
|
15,616
|
|
|
Additions for tax positions of prior years
|
(8,337
|
)
|
|
|
|
||
Balance at December 29, 2012 (gross balance of $51,572)
|
48,916
|
|
|
|
|
||
Additions based on tax positions related to the current year
|
12,377
|
|
|
Reductions for tax positions of prior years
|
(12,940
|
)
|
|
|
|
||
Balance at December 28, 2013 (gross balance of $51,315)
|
$
|
48,353
|
|
(18)
|
Stockholders’ Equity
|
(19)
|
Discontinued Operations
|
|
Years Ended
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
Net sales
|
$
|
89,686
|
|
|
$
|
202,852
|
|
Cost of sales
|
116,798
|
|
|
155,689
|
|
||
Gross profit (loss)
|
(27,112
|
)
|
|
47,163
|
|
||
Selling, general and administrative expenses
|
7,200
|
|
|
16,009
|
|
||
Impairment of intangibles
|
37,425
|
|
|
—
|
|
||
Operating profit (loss)
|
(71,737
|
)
|
|
31,154
|
|
||
Interest expense, net
|
5
|
|
|
99
|
|
||
Loss on disposal of business
|
32,829
|
|
|
—
|
|
||
Income (loss) from discontinued operations before income tax expense (benefit)
|
(104,571
|
)
|
|
31,055
|
|
||
Income tax expense (benefit)
|
(36,809
|
)
|
|
6,936
|
|
||
Net income (loss) from discontinued operations, net of tax
|
$
|
(67,762
|
)
|
|
$
|
24,119
|
|
(20)
|
Business Segment Information
|
•
|
Innerwear sells basic branded products that are replenishment in nature under the product categories of men’s underwear, children’s underwear, socks and intimates, which includes bras, panties, hosiery and shapewear.
|
•
|
Activewear sells basic branded products that are primarily seasonal in nature under the product categories of branded printwear and retail activewear, as well as licensed logo apparel in collegiate bookstores and other channels.
|
•
|
Direct to Consumer includes the Company’s value-based (“outlet”) stores and Internet operations which sell products from the Company’s portfolio of leading brands. The Company’s Internet operations are supported by its catalogs.
|
•
|
International primarily relates to the Asia, Latin America, Canada and Australia geographic locations that sell products that span across the Innerwear and Activewear reportable segments.
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
2,444,935
|
|
|
$
|
2,334,006
|
|
|
$
|
2,261,166
|
|
Activewear
|
1,306,936
|
|
|
1,318,012
|
|
|
1,289,313
|
|
|||
Direct to Consumer
|
380,079
|
|
|
372,359
|
|
|
375,440
|
|
|||
International
|
495,852
|
|
|
501,344
|
|
|
508,372
|
|
|||
Total net sales
|
$
|
4,627,802
|
|
|
$
|
4,525,721
|
|
|
$
|
4,434,291
|
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
467,398
|
|
|
$
|
407,318
|
|
|
$
|
346,293
|
|
Activewear
|
170,749
|
|
|
72,820
|
|
|
116,457
|
|
|||
Direct to Consumer
|
34,737
|
|
|
25,890
|
|
|
20,422
|
|
|||
International
|
42,850
|
|
|
46,713
|
|
|
54,154
|
|
|||
Total segment operating profit
|
715,734
|
|
|
552,741
|
|
|
537,326
|
|
|||
Items not included in segment operating profit:
|
|
|
|
|
|
||||||
General corporate expenses
|
(104,993
|
)
|
|
(99,100
|
)
|
|
(77,382
|
)
|
|||
Acquisition, integration and other action related charges
|
(80,790
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of intangibles
|
(14,765
|
)
|
|
(13,526
|
)
|
|
(12,817
|
)
|
|||
Total operating profit
|
515,186
|
|
|
440,115
|
|
|
447,127
|
|
|||
Other expenses
|
(17,501
|
)
|
|
(40,315
|
)
|
|
(6,377
|
)
|
|||
Interest expense, net
|
(101,884
|
)
|
|
(136,855
|
)
|
|
(156,198
|
)
|
|||
Income from continuing operations before income tax expense
|
$
|
395,801
|
|
|
$
|
262,945
|
|
|
$
|
284,552
|
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Assets:
|
|
|
|
||||
Innerwear
|
$
|
1,519,555
|
|
|
$
|
1,403,335
|
|
Activewear
|
654,049
|
|
|
645,021
|
|
||
Direct to Consumer
|
95,428
|
|
|
86,145
|
|
||
International
|
332,012
|
|
|
309,851
|
|
||
|
2,601,044
|
|
|
2,444,352
|
|
||
Corporate (1)
|
1,489,004
|
|
|
1,187,348
|
|
||
Total assets
|
$
|
4,090,048
|
|
|
$
|
3,631,700
|
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
42,990
|
|
|
$
|
42,617
|
|
|
$
|
40,266
|
|
Activewear
|
21,827
|
|
|
21,907
|
|
|
21,569
|
|
|||
Direct to Consumer
|
7,773
|
|
|
9,323
|
|
|
7,183
|
|
|||
International
|
3,535
|
|
|
4,154
|
|
|
2,196
|
|
|||
|
76,125
|
|
|
78,001
|
|
|
71,214
|
|
|||
Corporate
|
14,765
|
|
|
14,252
|
|
|
17,649
|
|
|||
Total depreciation and amortization expense
|
$
|
90,890
|
|
|
$
|
92,253
|
|
|
$
|
88,863
|
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Additions to long-lived assets:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
24,192
|
|
|
$
|
22,241
|
|
|
$
|
38,376
|
|
Activewear
|
11,653
|
|
|
11,532
|
|
|
37,028
|
|
|||
Direct to Consumer
|
2,188
|
|
|
2,962
|
|
|
6,336
|
|
|||
International
|
3,025
|
|
|
2,054
|
|
|
4,150
|
|
|||
|
41,058
|
|
|
38,789
|
|
|
85,890
|
|
|||
Corporate
|
2,569
|
|
|
2,202
|
|
|
4,072
|
|
|||
Total additions to long-lived assets
|
$
|
43,627
|
|
|
$
|
40,991
|
|
|
$
|
89,962
|
|
|
|
(1)
|
Principally cash and equivalents, certain fixed assets, net deferred tax assets, goodwill, trademarks and other identifiable intangibles, and certain other noncurrent assets.
|
(21)
|
Geographic Area Information
|
|
Years Ended or at
|
||||||||||||||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||||||||||||||
|
Sales
|
|
Long-Lived
Assets |
|
Sales
|
|
Long-Lived
Assets |
|
Sales
|
|
Long-Lived
Assets |
||||||||||||
United States
|
$
|
4,133,645
|
|
|
$
|
132,980
|
|
|
$
|
4,026,139
|
|
|
$
|
132,147
|
|
|
$
|
3,927,571
|
|
|
$
|
154,035
|
|
Canada
|
142,004
|
|
|
1,561
|
|
|
129,919
|
|
|
1,943
|
|
|
139,687
|
|
|
1,538
|
|
||||||
Japan
|
101,371
|
|
|
563
|
|
|
120,498
|
|
|
172
|
|
|
118,361
|
|
|
456
|
|
||||||
Mexico
|
68,379
|
|
|
1,659
|
|
|
70,482
|
|
|
1,871
|
|
|
79,696
|
|
|
1,933
|
|
||||||
Brazil
|
53,062
|
|
|
1,912
|
|
|
58,972
|
|
|
792
|
|
|
67,954
|
|
|
757
|
|
||||||
China
|
17,827
|
|
|
132,564
|
|
|
15,778
|
|
|
144,494
|
|
|
19,397
|
|
|
144,651
|
|
||||||
Central America and the Caribbean Basin
|
3,568
|
|
|
267,277
|
|
|
1,604
|
|
|
270,611
|
|
|
4,335
|
|
|
283,908
|
|
||||||
Other
|
107,946
|
|
|
41,367
|
|
|
102,329
|
|
|
44,128
|
|
|
77,290
|
|
|
48,128
|
|
||||||
|
$
|
4,627,802
|
|
|
$
|
579,883
|
|
|
$
|
4,525,721
|
|
|
$
|
596,158
|
|
|
$
|
4,434,291
|
|
|
$
|
635,406
|
|
(22)
|
Quarterly Financial Data (Unaudited)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
945,461
|
|
|
$
|
1,199,205
|
|
|
$
|
1,197,346
|
|
|
$
|
1,285,790
|
|
|
$
|
4,627,802
|
|
Gross profit
|
327,299
|
|
|
435,482
|
|
|
421,680
|
|
|
427,232
|
|
|
1,611,693
|
|
|||||
Net income
|
51,379
|
|
|
121,586
|
|
|
125,263
|
|
|
32,266
|
|
|
330,494
|
|
|||||
Basic earnings per share
|
0.52
|
|
|
1.22
|
|
|
1.25
|
|
|
0.32
|
|
|
3.31
|
|
|||||
Diluted earnings per share
|
0.51
|
|
|
1.19
|
|
|
1.23
|
|
|
0.32
|
|
|
3.25
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
973,133
|
|
|
$
|
1,180,651
|
|
|
$
|
1,218,681
|
|
|
$
|
1,153,256
|
|
|
$
|
4,525,721
|
|
Gross profit
|
255,114
|
|
|
366,932
|
|
|
399,930
|
|
|
398,071
|
|
|
1,420,047
|
|
|||||
Income (loss) from continuing operations
|
(24,271
|
)
|
|
67,316
|
|
|
111,183
|
|
|
78,215
|
|
|
232,443
|
|
|||||
Income (loss) from discontinued operations
|
(2,559
|
)
|
|
(66,085
|
)
|
|
(1,291
|
)
|
|
2,173
|
|
|
(67,762
|
)
|
|||||
Net income (loss)
|
$
|
(26,830
|
)
|
|
$
|
1,231
|
|
|
$
|
109,892
|
|
|
$
|
80,388
|
|
|
$
|
164,681
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share — basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.25
|
)
|
|
$
|
0.68
|
|
|
$
|
1.13
|
|
|
$
|
0.79
|
|
|
$
|
2.35
|
|
Discontinued operations
|
(0.03
|
)
|
|
(0.67
|
)
|
|
(0.01
|
)
|
|
0.02
|
|
|
(0.69
|
)
|
|||||
Net income (loss)
|
$
|
(0.27
|
)
|
|
$
|
0.01
|
|
|
$
|
1.11
|
|
|
$
|
0.81
|
|
|
$
|
1.67
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share — diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.25
|
)
|
|
$
|
0.67
|
|
|
$
|
1.11
|
|
|
$
|
0.78
|
|
|
$
|
2.32
|
|
Discontinued operations
|
(0.03
|
)
|
|
(0.66
|
)
|
|
(0.01
|
)
|
|
0.02
|
|
|
(0.68
|
)
|
|||||
Net income (loss)
|
$
|
(0.27
|
)
|
|
$
|
0.01
|
|
|
$
|
1.09
|
|
|
$
|
0.80
|
|
|
$
|
1.64
|
|
(23)
|
Consolidating Financial Information
|
|
Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended December 28, 2013
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net sales
|
$
|
3,933,591
|
|
|
$
|
762,257
|
|
|
$
|
2,300,794
|
|
|
$
|
(2,368,840
|
)
|
|
$
|
4,627,802
|
|
Cost of sales
|
3,097,826
|
|
|
396,489
|
|
|
1,852,065
|
|
|
(2,330,271
|
)
|
|
3,016,109
|
|
|||||
Gross profit
|
835,765
|
|
|
365,768
|
|
|
448,729
|
|
|
(38,569
|
)
|
|
1,611,693
|
|
|||||
Selling, general and administrative expenses
|
802,325
|
|
|
178,434
|
|
|
121,478
|
|
|
(5,730
|
)
|
|
1,096,507
|
|
|||||
Operating profit
|
33,440
|
|
|
187,334
|
|
|
327,251
|
|
|
(32,839
|
)
|
|
515,186
|
|
|||||
Equity in earnings of subsidiaries
|
425,833
|
|
|
215,230
|
|
|
—
|
|
|
(641,063
|
)
|
|
—
|
|
|||||
Other expenses
|
17,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,501
|
|
|||||
Interest expense, net
|
95,116
|
|
|
(20
|
)
|
|
6,867
|
|
|
(79
|
)
|
|
101,884
|
|
|||||
Income from continuing operations before income tax expense
|
346,656
|
|
|
402,584
|
|
|
320,384
|
|
|
(673,823
|
)
|
|
395,801
|
|
|||||
Income tax expense
|
16,162
|
|
|
21,850
|
|
|
27,295
|
|
|
—
|
|
|
65,307
|
|
|||||
Income from continuing operations
|
330,494
|
|
|
380,734
|
|
|
293,089
|
|
|
(673,823
|
)
|
|
330,494
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
330,494
|
|
|
$
|
380,734
|
|
|
$
|
293,089
|
|
|
$
|
(673,823
|
)
|
|
$
|
330,494
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
411,090
|
|
|
$
|
380,734
|
|
|
$
|
282,050
|
|
|
$
|
(662,784
|
)
|
|
$
|
411,090
|
|
|
Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended December 29, 2012
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net sales
|
$
|
3,887,087
|
|
|
$
|
661,270
|
|
|
$
|
2,284,831
|
|
|
$
|
(2,307,467
|
)
|
|
$
|
4,525,721
|
|
Cost of sales
|
3,170,582
|
|
|
318,326
|
|
|
1,849,219
|
|
|
(2,232,453
|
)
|
|
3,105,674
|
|
|||||
Gross profit
|
716,505
|
|
|
342,944
|
|
|
435,612
|
|
|
(75,014
|
)
|
|
1,420,047
|
|
|||||
Selling, general and administrative expenses
|
730,116
|
|
|
129,978
|
|
|
124,174
|
|
|
(4,336
|
)
|
|
979,932
|
|
|||||
Operating profit (loss)
|
(13,611
|
)
|
|
212,966
|
|
|
311,438
|
|
|
(70,678
|
)
|
|
440,115
|
|
|||||
Equity in earnings of subsidiaries
|
345,094
|
|
|
195,183
|
|
|
—
|
|
|
(540,277
|
)
|
|
—
|
|
|||||
Other expenses
|
40,315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,315
|
|
|||||
Interest expense, net
|
126,654
|
|
|
(9
|
)
|
|
10,210
|
|
|
—
|
|
|
136,855
|
|
|||||
Income from continuing operations before income tax expense (benefit)
|
164,514
|
|
|
408,158
|
|
|
301,228
|
|
|
(610,955
|
)
|
|
262,945
|
|
|||||
Income tax expense (benefit)
|
(24,467
|
)
|
|
28,281
|
|
|
26,688
|
|
|
—
|
|
|
30,502
|
|
|||||
Income from continuing operations
|
188,981
|
|
|
379,877
|
|
|
274,540
|
|
|
(610,955
|
)
|
|
232,443
|
|
|||||
Loss from discontinued operations, net of tax
|
(24,300
|
)
|
|
(31,792
|
)
|
|
(15,655
|
)
|
|
3,985
|
|
|
(67,762
|
)
|
|||||
Net income
|
$
|
164,681
|
|
|
$
|
348,085
|
|
|
$
|
258,885
|
|
|
$
|
(606,970
|
)
|
|
$
|
164,681
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
180,319
|
|
|
$
|
348,085
|
|
|
$
|
253,850
|
|
|
$
|
(601,935
|
)
|
|
$
|
180,319
|
|
|
Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net sales
|
$
|
3,864,207
|
|
|
$
|
666,270
|
|
|
$
|
2,489,968
|
|
|
$
|
(2,586,154
|
)
|
|
$
|
4,434,291
|
|
Cost of sales
|
3,098,797
|
|
|
321,305
|
|
|
2,050,099
|
|
|
(2,529,118
|
)
|
|
2,941,083
|
|
|||||
Gross profit
|
765,410
|
|
|
344,965
|
|
|
439,869
|
|
|
(57,036
|
)
|
|
1,493,208
|
|
|||||
Selling, general and administrative expenses
|
775,316
|
|
|
136,336
|
|
|
135,805
|
|
|
(1,376
|
)
|
|
1,046,081
|
|
|||||
Operating profit (loss)
|
(9,906
|
)
|
|
208,629
|
|
|
304,064
|
|
|
(55,660
|
)
|
|
447,127
|
|
|||||
Equity in earnings of subsidiaries
|
402,850
|
|
|
220,813
|
|
|
—
|
|
|
(623,663
|
)
|
|
—
|
|
|||||
Other expenses
|
6,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,377
|
|
|||||
Interest expense, net
|
145,711
|
|
|
(43
|
)
|
|
10,530
|
|
|
—
|
|
|
156,198
|
|
|||||
Income from continuing operations before income tax expense (benefit)
|
240,856
|
|
|
429,485
|
|
|
293,534
|
|
|
(679,323
|
)
|
|
284,552
|
|
|||||
Income tax expense (benefit)
|
(9,777
|
)
|
|
28,250
|
|
|
23,510
|
|
|
—
|
|
|
41,983
|
|
|||||
Income from continuing operations
|
250,633
|
|
|
401,235
|
|
|
270,024
|
|
|
(679,323
|
)
|
|
242,569
|
|
|||||
Income from discontinued operations, net of tax
|
16,055
|
|
|
—
|
|
|
6,447
|
|
|
1,617
|
|
|
24,119
|
|
|||||
Net income
|
$
|
266,688
|
|
|
$
|
401,235
|
|
|
$
|
276,471
|
|
|
$
|
(677,706
|
)
|
|
$
|
266,688
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
146,652
|
|
|
$
|
401,235
|
|
|
$
|
267,302
|
|
|
$
|
(668,537
|
)
|
|
$
|
146,652
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
December 28, 2013
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,695
|
|
|
$
|
7,811
|
|
|
$
|
102,357
|
|
|
$
|
—
|
|
|
$
|
115,863
|
|
Trade accounts receivable, net
|
44,366
|
|
|
69,944
|
|
|
465,662
|
|
|
(1,414
|
)
|
|
578,558
|
|
|||||
Inventories
|
825,300
|
|
|
208,250
|
|
|
405,756
|
|
|
(155,975
|
)
|
|
1,283,331
|
|
|||||
Deferred tax assets
|
178,732
|
|
|
15,373
|
|
|
3,155
|
|
|
—
|
|
|
197,260
|
|
|||||
Other current assets
|
37,429
|
|
|
14,354
|
|
|
16,871
|
|
|
—
|
|
|
68,654
|
|
|||||
Total current assets
|
1,091,522
|
|
|
315,732
|
|
|
993,801
|
|
|
(157,389
|
)
|
|
2,243,666
|
|
|||||
Property, net
|
82,786
|
|
|
50,193
|
|
|
446,904
|
|
|
—
|
|
|
579,883
|
|
|||||
Trademarks and other identifiable intangibles, net
|
8,385
|
|
|
88,716
|
|
|
280,650
|
|
|
—
|
|
|
377,751
|
|
|||||
Goodwill
|
232,882
|
|
|
124,247
|
|
|
269,263
|
|
|
—
|
|
|
626,392
|
|
|||||
Investments in subsidiaries
|
2,881,739
|
|
|
1,535,404
|
|
|
—
|
|
|
(4,417,143
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
139,102
|
|
|
53,317
|
|
|
15,007
|
|
|
—
|
|
|
207,426
|
|
|||||
Receivables from related entities
|
4,706,001
|
|
|
4,065,909
|
|
|
1,987,603
|
|
|
(10,759,513
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
52,712
|
|
|
412
|
|
|
1,806
|
|
|
—
|
|
|
54,930
|
|
|||||
Total assets
|
$
|
9,195,129
|
|
|
$
|
6,233,930
|
|
|
$
|
3,995,034
|
|
|
$
|
(15,334,045
|
)
|
|
$
|
4,090,048
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders’
Equity |
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
253,494
|
|
|
$
|
61,964
|
|
|
$
|
150,812
|
|
|
$
|
—
|
|
|
$
|
466,270
|
|
Accrued liabilities
|
184,653
|
|
|
63,906
|
|
|
66,497
|
|
|
(30
|
)
|
|
315,026
|
|
|||||
Notes payable
|
—
|
|
|
—
|
|
|
36,192
|
|
|
—
|
|
|
36,192
|
|
|||||
Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
181,790
|
|
|
—
|
|
|
181,790
|
|
|||||
Total current liabilities
|
438,147
|
|
|
125,870
|
|
|
435,291
|
|
|
(30
|
)
|
|
999,278
|
|
|||||
Long-term debt
|
1,467,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,467,000
|
|
|||||
Pension and postretirement benefits
|
253,299
|
|
|
2,159
|
|
|
8,361
|
|
|
—
|
|
|
263,819
|
|
|||||
Payables to related entities
|
5,699,670
|
|
|
3,114,701
|
|
|
1,673,828
|
|
|
(10,488,199
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
106,390
|
|
|
11,318
|
|
|
11,620
|
|
|
—
|
|
|
129,328
|
|
|||||
Total liabilities
|
7,964,506
|
|
|
3,254,048
|
|
|
2,129,100
|
|
|
(10,488,229
|
)
|
|
2,859,425
|
|
|||||
Stockholders’ equity
|
1,230,623
|
|
|
2,979,882
|
|
|
1,865,934
|
|
|
(4,845,816
|
)
|
|
1,230,623
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
9,195,129
|
|
|
$
|
6,233,930
|
|
|
$
|
3,995,034
|
|
|
$
|
(15,334,045
|
)
|
|
$
|
4,090,048
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
December 29, 2012
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,617
|
|
|
$
|
1,919
|
|
|
$
|
35,260
|
|
|
$
|
—
|
|
|
$
|
42,796
|
|
Trade accounts receivable, net
|
39,379
|
|
|
32,199
|
|
|
434,825
|
|
|
(125
|
)
|
|
506,278
|
|
|||||
Inventories
|
882,290
|
|
|
102,121
|
|
|
413,340
|
|
|
(144,615
|
)
|
|
1,253,136
|
|
|||||
Deferred tax assets
|
161,935
|
|
|
1,015
|
|
|
3,239
|
|
|
—
|
|
|
166,189
|
|
|||||
Other current assets
|
30,692
|
|
|
11,917
|
|
|
16,563
|
|
|
(46
|
)
|
|
59,126
|
|
|||||
Total current assets
|
1,119,913
|
|
|
149,171
|
|
|
903,227
|
|
|
(144,786
|
)
|
|
2,027,525
|
|
|||||
Property, net
|
90,820
|
|
|
41,326
|
|
|
464,012
|
|
|
—
|
|
|
596,158
|
|
|||||
Trademarks and other identifiable intangibles, net
|
10,662
|
|
|
93,727
|
|
|
15,725
|
|
|
—
|
|
|
120,114
|
|
|||||
Goodwill
|
232,882
|
|
|
124,247
|
|
|
76,171
|
|
|
—
|
|
|
433,300
|
|
|||||
Investments in subsidiaries
|
2,220,706
|
|
|
1,284,516
|
|
|
—
|
|
|
(3,505,222
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
224,559
|
|
|
154,325
|
|
|
18,645
|
|
|
—
|
|
|
397,529
|
|
|||||
Receivables from related entities
|
3,967,079
|
|
|
3,198,153
|
|
|
1,785,466
|
|
|
(8,950,698
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
51,686
|
|
|
271
|
|
|
5,117
|
|
|
—
|
|
|
57,074
|
|
|||||
Total assets
|
$
|
7,918,307
|
|
|
$
|
5,045,736
|
|
|
$
|
3,268,363
|
|
|
$
|
(12,600,706
|
)
|
|
$
|
3,631,700
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders’
Equity |
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
217,645
|
|
|
$
|
8,209
|
|
|
$
|
177,790
|
|
|
$
|
—
|
|
|
$
|
403,644
|
|
Accrued liabilities
|
145,962
|
|
|
57,375
|
|
|
68,666
|
|
|
(31
|
)
|
|
271,972
|
|
|||||
Notes payable
|
—
|
|
|
—
|
|
|
26,216
|
|
|
—
|
|
|
26,216
|
|
|||||
Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
173,836
|
|
|
—
|
|
|
173,836
|
|
|||||
Total current liabilities
|
363,607
|
|
|
65,584
|
|
|
446,508
|
|
|
(31
|
)
|
|
875,668
|
|
|||||
Long-term debt
|
1,317,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,317,500
|
|
|||||
Pension and postretirement benefits
|
433,490
|
|
|
—
|
|
|
12,777
|
|
|
—
|
|
|
446,267
|
|
|||||
Payables to related entities
|
4,835,465
|
|
|
2,582,287
|
|
|
1,281,957
|
|
|
(8,699,709
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
81,379
|
|
|
10,977
|
|
|
13,043
|
|
|
—
|
|
|
105,399
|
|
|||||
Total liabilities
|
7,031,441
|
|
|
2,658,848
|
|
|
1,754,285
|
|
|
(8,699,740
|
)
|
|
2,744,834
|
|
|||||
Stockholders’ equity
|
886,866
|
|
|
2,386,888
|
|
|
1,514,078
|
|
|
(3,900,966
|
)
|
|
886,866
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
7,918,307
|
|
|
$
|
5,045,736
|
|
|
$
|
3,268,363
|
|
|
$
|
(12,600,706
|
)
|
|
$
|
3,631,700
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 28, 2013
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net cash from operating activities
|
$
|
757,127
|
|
|
$
|
173,085
|
|
|
$
|
301,962
|
|
|
$
|
(640,893
|
)
|
|
$
|
591,281
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(13,493
|
)
|
|
(5,189
|
)
|
|
(24,945
|
)
|
|
—
|
|
|
(43,627
|
)
|
|||||
Proceeds from sales of assets
|
3,338
|
|
|
33
|
|
|
2,718
|
|
|
—
|
|
|
6,089
|
|
|||||
Acquisition of business, net of cash acquired
|
—
|
|
|
(61,870
|
)
|
|
(497,985
|
)
|
|
—
|
|
|
(559,855
|
)
|
|||||
Net cash from investing activities
|
(10,155
|
)
|
|
(67,026
|
)
|
|
(520,212
|
)
|
|
—
|
|
|
(597,393
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on notes payable
|
—
|
|
|
—
|
|
|
101,175
|
|
|
—
|
|
|
101,175
|
|
|||||
Repayments on notes payable
|
—
|
|
|
—
|
|
|
(91,027
|
)
|
|
—
|
|
|
(91,027
|
)
|
|||||
Borrowings on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
145,715
|
|
|
—
|
|
|
145,715
|
|
|||||
Repayments on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
(137,761
|
)
|
|
—
|
|
|
(137,761
|
)
|
|||||
Borrowings on Revolving Loan Facility
|
4,053,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,053,500
|
|
|||||
Repayments on Revolving Loan Facility
|
(3,654,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,654,000
|
)
|
|||||
Redemption of debt under 8% Senior Notes
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||||
Cash dividends paid
|
(59,442
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,442
|
)
|
|||||
Payments to amend and refinance credit facilities
|
(5,405
|
)
|
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(5,630
|
)
|
|||||
Proceeds from stock options exercised
|
5,279
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,279
|
|
|||||
Taxes paid related to net shares settlement of equity awards
|
(41,839
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,839
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
26,784
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,784
|
|
|||||
Other
|
1,116
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
1,003
|
|
|||||
Dividends paid to related entities
|
—
|
|
|
(6,696
|
)
|
|
(7,049
|
)
|
|
13,745
|
|
|
—
|
|
|||||
Net transactions with related entities
|
(822,887
|
)
|
|
(93,471
|
)
|
|
289,210
|
|
|
627,148
|
|
|
—
|
|
|||||
Net cash from financing activities
|
(746,894
|
)
|
|
(100,167
|
)
|
|
299,925
|
|
|
640,893
|
|
|
93,757
|
|
|||||
Effect of changes in foreign exchange rates on cash
|
—
|
|
|
—
|
|
|
(14,578
|
)
|
|
—
|
|
|
(14,578
|
)
|
|||||
Change in cash and cash equivalents
|
78
|
|
|
5,892
|
|
|
67,097
|
|
|
—
|
|
|
73,067
|
|
|||||
Cash and cash equivalents at beginning of year
|
5,617
|
|
|
1,919
|
|
|
35,260
|
|
|
—
|
|
|
42,796
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
5,695
|
|
|
$
|
7,811
|
|
|
$
|
102,357
|
|
|
$
|
—
|
|
|
$
|
115,863
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 29, 2012
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net cash from operating activities
|
$
|
791,636
|
|
|
$
|
168,544
|
|
|
$
|
133,699
|
|
|
$
|
(540,272
|
)
|
|
$
|
553,607
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(10,688
|
)
|
|
(5,493
|
)
|
|
(24,813
|
)
|
|
—
|
|
|
(40,994
|
)
|
|||||
Proceeds from sales of assets
|
70
|
|
|
16
|
|
|
338
|
|
|
—
|
|
|
424
|
|
|||||
Disposition of business
|
—
|
|
|
—
|
|
|
12,704
|
|
|
—
|
|
|
12,704
|
|
|||||
Net cash from investing activities
|
(10,618
|
)
|
|
(5,477
|
)
|
|
(11,771
|
)
|
|
—
|
|
|
(27,866
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on notes payable
|
—
|
|
|
—
|
|
|
78,036
|
|
|
—
|
|
|
78,036
|
|
|||||
Repayments on notes payable
|
—
|
|
|
—
|
|
|
(115,117
|
)
|
|
—
|
|
|
(115,117
|
)
|
|||||
Borrowings on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
177,300
|
|
|
—
|
|
|
177,300
|
|
|||||
Repayments on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
(170,397
|
)
|
|
—
|
|
|
(170,397
|
)
|
|||||
Borrowings on Revolving Loan Facility
|
2,938,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,938,500
|
|
|||||
Repayments on Revolving Loan Facility
|
(2,885,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,885,500
|
)
|
|||||
Redemption of Floating Rate Senior Notes
|
(293,277
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(293,277
|
)
|
|||||
Redemption of debt under 8% Senior Notes
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||||
Payments to amend and refinance credit facilities
|
(2,128
|
)
|
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(2,353
|
)
|
|||||
Proceeds from stock options exercised
|
8,752
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,752
|
|
|||||
Taxes paid related to net shares settlement of equity awards
|
(4,705
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,705
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
1,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,253
|
|
|||||
Other
|
(173
|
)
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(269
|
)
|
|||||
Dividends paid to related entities
|
—
|
|
|
(16,056
|
)
|
|
(16,901
|
)
|
|
32,957
|
|
|
—
|
|
|||||
Net transactions with related entities
|
(296,453
|
)
|
|
(147,818
|
)
|
|
(63,044
|
)
|
|
507,315
|
|
|
—
|
|
|||||
Net cash from financing activities
|
(783,731
|
)
|
|
(163,874
|
)
|
|
(110,444
|
)
|
|
540,272
|
|
|
(517,777
|
)
|
|||||
Effect of changes in foreign exchange rates on cash
|
—
|
|
|
—
|
|
|
(513
|
)
|
|
—
|
|
|
(513
|
)
|
|||||
Change in cash and cash equivalents
|
(2,713
|
)
|
|
(807
|
)
|
|
10,971
|
|
|
—
|
|
|
7,451
|
|
|||||
Cash and cash equivalents at beginning of year
|
8,330
|
|
|
2,726
|
|
|
24,289
|
|
|
—
|
|
|
35,345
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
5,617
|
|
|
$
|
1,919
|
|
|
$
|
35,260
|
|
|
$
|
—
|
|
|
$
|
42,796
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net cash from operating activities
|
$
|
490,106
|
|
|
$
|
202,098
|
|
|
$
|
128,746
|
|
|
$
|
(647,472
|
)
|
|
$
|
173,478
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(16,247
|
)
|
|
(10,090
|
)
|
|
(63,762
|
)
|
|
—
|
|
|
(90,099
|
)
|
|||||
Proceeds from sales of assets
|
381
|
|
|
918
|
|
|
12,321
|
|
|
—
|
|
|
13,620
|
|
|||||
Acquisition of business, net of cash acquired
|
—
|
|
|
—
|
|
|
(9,154
|
)
|
|
—
|
|
|
(9,154
|
)
|
|||||
Net cash from investing activities
|
(15,866
|
)
|
|
(9,172
|
)
|
|
(60,595
|
)
|
|
—
|
|
|
(85,633
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on notes payable
|
—
|
|
|
—
|
|
|
360,893
|
|
|
—
|
|
|
360,893
|
|
|||||
Repayments on notes payable
|
—
|
|
|
—
|
|
|
(348,924
|
)
|
|
—
|
|
|
(348,924
|
)
|
|||||
Borrowings on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
280,629
|
|
|
—
|
|
|
280,629
|
|
|||||
Repayments on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
(203,696
|
)
|
|
—
|
|
|
(203,696
|
)
|
|||||
Borrowings on Revolving Loan Facility
|
2,890,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,890,000
|
|
|||||
Repayments on Revolving Loan Facility
|
(2,875,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,875,500
|
)
|
|||||
Redemption of Floating Rate Senior Notes
|
(197,458
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197,458
|
)
|
|||||
Payments to amend and refinance credit facilities
|
(3,089
|
)
|
|
—
|
|
|
(668
|
)
|
|
—
|
|
|
(3,757
|
)
|
|||||
Proceeds from stock options exercised
|
17,104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,104
|
|
|||||
Taxes paid related to net shares settlement of equity awards
|
(5,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,521
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
1,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,673
|
|
|||||
Transactions with Sara Lee Corporation
|
(11,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,403
|
)
|
|||||
Other
|
975
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
920
|
|
|||||
Dividends paid to related entities
|
—
|
|
|
(43,784
|
)
|
|
(44,906
|
)
|
|
88,690
|
|
|
—
|
|
|||||
Net transactions with related entities
|
(300,226
|
)
|
|
(148,455
|
)
|
|
(110,101
|
)
|
|
558,782
|
|
|
—
|
|
|||||
Net cash from financing activities
|
(483,445
|
)
|
|
(192,239
|
)
|
|
(66,828
|
)
|
|
647,472
|
|
|
(95,040
|
)
|
|||||
Effect of changes in foreign exchange rates on cash
|
—
|
|
|
—
|
|
|
(1,131
|
)
|
|
—
|
|
|
(1,131
|
)
|
|||||
Change in cash and cash equivalents
|
(9,205
|
)
|
|
687
|
|
|
192
|
|
|
—
|
|
|
(8,326
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
17,535
|
|
|
2,039
|
|
|
24,097
|
|
|
—
|
|
|
43,671
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
8,330
|
|
|
$
|
2,726
|
|
|
$
|
24,289
|
|
|
$
|
—
|
|
|
$
|
35,345
|
|
17.
|
Miscellaneous
.
|
|
Grantee
|
|
Date
|
|
Grantee
|
|
Date
|
•
|
For the fiscal year ending
[DATE]
(“FY1”), your Target Award is $
[AMOUNT]
.
|
•
|
If you are granted a Target Award for the fiscal year ending
[DATE]
(“FY2”) and/or the fiscal year ending
[DATE]
(“FY3”), the Target Award value will be established by the Committee either immediately prior to the beginning of each fiscal year or shortly after the end of the preceding fiscal year.
|
Metric
|
Weighting
|
Threshold
|
Target
|
Maximum
|
[METRIC 1] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
[METRIC 2] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
[METRIC 3] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
•
|
[METRIC 1] will be determined by considering [CALCULATION METHOD].
|
•
|
[METRIC 2] will be determined by considering [CALCULATION METHOD].
|
•
|
[METRIC 3] will be determined by considering [CALCULATION METHOD].
|
•
|
If your employment terminates during the first or second fiscal year of the Performance Period, payment of your Award amount shall be made during the 2½- month period following the end of the calendar year in which your employment terminates; provided, however, that if you are a Top-50 Employee (as determined in accordance with Code Section 409A), the payment will not be made earlier than the date that is six months following your separation from service (as defined in Code Section 409A).
|
•
|
If your employment terminates during the last fiscal year of the Performance Period, payment of your Award amount shall be made at the date specified under Paragraph 4.
|
|
Grantee
|
|
Date
|
Metric
|
Weighting
|
Threshold
|
Target
|
Maximum
|
[METRIC 1] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
[METRIC 2] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
[METRIC 3] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
•
|
[METRIC 1]
will be determined by considering
[CALCULATION METHOD]
.
|
•
|
[METRIC 2]
will be determined by considering
[CALCULATION METHOD]
.
|
•
|
[METRIC 3]
will be determined by considering
[CALCULATION METHOD]
.
|
•
|
The Committee, in its discretion, may specify whether metrics include or exclude (or will be adjusted to include or exclude) extraordinary items, the impact of charges for restructurings or productivity initiatives, non-operating items, discontinued operations and other unusual and non-recurring items, the effects of currency fluctuations, the effects of financing activities (by way of example, without limitation, the effect on earnings per share of issuing convertible debt securities), the effects of acquisitions and acquisition expenses,
|
|
Grantee
|
|
Date
|
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 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 award 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.
|
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. Any capitalized terms used herein that are otherwise undefined shall have the same meaning provided in the Plan. Any inconsistencies between this Agreement, the Plan Prospectus or the Plan shall be resolved in accordance with the terms of the Plan.
|
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 state’s 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.
|
(a)
|
The
Company
has established this
Plan
to allow
Eligible Employee
s to defer compensation as described herein. The
Plan
is intended to be a top-hat plan described in Section 201(2) of
ERISA
.
|
(b)
|
Amounts deferred under the
Plan
on and after the
Effective Date
(and amounts described in Paragraph 5 of Supplement I to the
Plan
) are subject to the provisions of Section 409A of the
Code
; accordingly, as applied to those amounts, the
Plan
shall at all times be interpreted and administered so that it is consistent with such
Code
section notwithstanding any provision of the
Plan
to the contrary.
|
(a)
|
the
Participant’s
spouse (either opposite-sex or same-sex);
|
(b)
|
the
Participant’s
children (including adopted children), per stirpes;
|
(c)
|
the
Participant’s
beneficiary as designated by the
Participant
under the applicable life insurance plan sponsored by the
Company
or the
Employer
; or
|
(d)
|
the
Participant’s
estate.
|
(a)
|
Eligibility.
An
Eligible Employee
shall be eligible to make a
Deferral Election
only if he is an active, regular, full-time employee on the date such election is made.
|
(b)
|
Deferral Amounts.
Under the
Plan
, for each
Plan Year
, an
Eligible Employee
may make no more than one
Deferral Election
for each of the
Eligible Employee
’s
Long-Term
Incentive Payments
,
Annual Bonus
,
Annual Base Salary
and other payments in the amounts set forth below:
|
(i)
|
All or any portion of the
Eligible Employee
’
s
Annual Base Salary
.
|
(ii)
|
All or any portion not less than 25 percent of the
Eligible Employee
’
s
Annual Bonus
.
|
(iii)
|
The
Eligible Employee’s Long-Term Incentive Payment
in such increments and subject to such limitations and restrictions as the
Committee
may establish. Tranches of restricted stock units or other awards granted under the
Stock Plan
on a single date that vest on different dates may be treated as separate
Long-Term Incentive Payments
.
|
(iv)
|
With respect to any other bonuses and incentive payments under any plan or arrangement established by the
Company
or an
Employer
as the
Committee
may designate as compensation eligible for deferral under this
Plan
, in such increments and subject to such limitations and restrictions as the
Committee
may establish.
|
(c)
|
Timing and Other Requirements for Deferral Elections.
All
Deferral Elections
must be made in such form as the
Committee
may prescribe and must be received by the
Committee
no later than the date specified by the
Committee
.
|
(i)
|
With respect to deferrals of
Annual Base Salary
, the date specified by the
Committee
generally may be no later than the end of the calendar year preceding the calendar year in which the
Annual Base Salary
is anticipated to be paid.
|
(ii)
|
With respect to the deferral of an
Annual Bonus
, the date specified by the
Committee
generally may be no later than the end of the calendar year preceding the beginning of the measurement period for such
Annual Bonus
; provided, however, that if the
Committee
determines that such
Annual Bonus
qualifies as “performance-based compensation” (as defined in
Code
Section 409A(4)(B)(iii) and the regulations thereunder), such
Deferral Election
may be made no later than six months before the end of the measurement period.
|
(iii)
|
With respect to the initial deferral of a
Long-Term Incentive Payment
, the date specified by the
Committee
generally may be no later than the date that is 30 days after the date of grant and no later than 12 months prior to the earliest date on which such
Long-Term Incentive Payment
will become vested; provided, however, that: (A) if an initial deferral of a
Long-Term Incentive Payment
is not
|
(d)
|
Special Rule for Newly Eligible Employees.
Notwithstanding anything in paragraph (c) above to the contrary, in the first year in which an
Eligible Employee
becomes eligible to participate in the
Plan
, such
Participant
may make a
Deferral Election
within 30 days after the date the
Participant
first become eligible to participate; provided, however, that such election may only apply to compensation with respect to services to be performed subsequent to the election (with
Annual Bonuses
and
Long-Term Incentive Payments
prorated to the extent necessary to comply with regulations issued under
Code
Section 409A).
|
(e)
|
Elections Generally Irrevocable.
Deferral Elections
shall be irrevocable; provided, that if the
Committee
determines that a
Participant
has an
Unforeseeable Financial Emergency
, then the
Participant’s
Deferral Election
s then in effect shall be revoked for the balance of the
Plan Year
with respect to all amounts not previously deferred; however, such
Participant
may make a new
Deferral Election
for the following
Plan Year.
|
(f)
|
Investment Election.
As part of each
Deferral Election
, an
Eligible Employee
must elect the
Investment Funds
that shall apply to the
Deferral
in accordance with Section 4.2.
|
(g)
|
Distribution Dates.
As part of each
Deferral Election
, the
Eligible Employee
must specify a
Distribution Date
,
which cannot be prior to the January 1 following the first anniversary of the date the
Deferral Election
is made. The
Eligible Employee
may also specify that payment may be made on the earlier of the
Distribution Date
or the
Eligible Employee’s Separation from Service.
An
Eligible Employee
may make a different
Deferral Election
for each separate
Deferral
under the
Plan
. Except as provided in subsection (i) below, an election under this subsection (g) is irrevocable and shall apply only to that portion of the
Participant’s
Deferral Account
that is attributable to the
Deferral
.
|
(h)
|
Distribution Form.
As part of each
Deferral Election
, an
Eligible Employee
must elect the form in which the
Deferral
will be paid in accordance with Section 5.1. The distribution form specified may, but need not, be the same for all distribution events. Except as provided in Section 5.1, an
Eligible Employee
’
s
election as to the method of payment shall be irrevocable.
|
(i)
|
Re-Deferrals.
A
Participant
may make a
Re-Deferral Election
; provided, that no
Re-Deferral Election
shall be effective unless (i) the
Committee
receives the election at least 12 months prior to the
Distribution Date
to be changed, and (ii) the new
Distribution Date
is on or after the fifth anniversary of the prior
Distribution Date
. All
Re-Deferral Elections
shall be irrevocable and shall be made pursuant to such rules as the
Committee
may prescribe. If an initial deferral of a
Long-Term Incentive Payment
is not made within the time period specified in subsection 3.2(c), then a
Re-Deferral Election
may be made under this subsection no later than 12 months prior to the date on which such
Long-Term Incentive Payment
becomes vested. Notwithstanding any rules of the
Plan
to the contrary, the
Committee
, in its complete discretion, may modify the general redeferral rules set forth above as permitted by guidance issued under
Code
Section 409A.
|
(j)
|
Reduction for FICA and Income Taxes.
Notwithstanding a
Participant’s Deferral Election
or any
Plan
provision to the contrary,
the
Company
or an
Employer
may reduce a
Participant’s Deferrals
to the extent necessary to pay applicable Social Security taxes, including the Medicare portion of such taxes, or applicable state, local or foreign income taxes, payable on
Deferrals
before they would otherwise be paid or made available to the
Participant.
|
(k)
|
Change in Deferrals due to Change in Election under Section 125 Plan.
A change in a
Participant’s Deferrals
under the
Plan
will not be treated as an accelerated payment nor an impermissible
Deferral Election,
to the extent the change results solely from a change in the
Participant’s
election under a
Code
Section 125 plan maintained by the
Company
or an
Employer.
|
(e)
|
Stock Equivalent Account
.
|
(i)
|
Amounts to be invested in the
Stock Equivalent Account
shall be converted to common stock equivalents as of the applicable crediting date, based on the applicable
Market Value
of
Company
common stock. Fractional stock equivalents shall be computed.
|
(ii)
|
An amount equal to the number of common stock equivalents as of the record date multiplied by the dividend paid on applicable common stock on each dividend payment date shall be credited to the
Participant’s
Deferral Account
as soon as possible after the dividend payment date and shall be notionally invested in additional common stock equivalents.
|
(iii)
|
In the event of any stock dividend, stock split, combination or exchange of securities, merger, consolidation, recapitalization, spin-off or other distribution (other than normal cash dividends) of any or all of the assets of the
Company
to stockholders, or any other similar change or event, adjustments shall be made with respect to the number of common stock equivalents credited to a
Participant’s
Deferral Account
, as the
Committee,
in its discretion, may deem appropriate to reflect such change or event.
|
(f)
|
Interest Account
. Under the
Interest Account,
interest is credited at the rate determined by the
Committee
from time to time; provided, however, that the rate of interest from the
Effective Date
through the end of the
Company’s
2006 fiscal year shall be 4.775%, the rate of interest from January 1, 2007 through December 31, 2013 shall be the 5-year constant maturity Treasury note interest rate as published by the Federal Reserve in effect on the first business date of the applicable calendar year and, effective January 1, 2014, the rate of interest shall be designated from time to time by members of the
Company’s
management identified by the
Committee,
but not to exceed a rate that would be considered an above-market interest rate under applicable rules issued by the Securities and Exchange Commission.
|
(a)
|
Except as provided in subsection (b) below with respect to
Long-Term Incentive Payments
, if the
Participant
fails to make an investment election with respect to a
Deferral
, the
Deferral
shall be deemed to be invested in the
Investment Fund
identified by the
Committee
.
|
(b)
|
Any
Deferral
attributable to a
Long-Term Incentive Payment
in the form of common stock, restricted or otherwise, shall automatically be deemed to be invested in the
Stock Equivalent Account
and shall remain so invested for a minimum period of one year after such
Deferral
is credited under the
Plan
; thereafter, the
Participant
may make an investment election with respect to such
Deferral
in accordance with subsection (c) below.
|
(c)
|
Subject to subsection (b) above, a
Participant
may elect to transfer all or a part of his notional interest in an
Investment Fund
to one or more of the other available
Investment Funds
. Any such transfer shall be made in accordance with procedures established by the
Committee
.
|
(g)
|
Distribution Options.
Payment of a
Participant’s
Deferral
made under the
Plan
shall be made in a single lump sum or in substantially equal annual installments over a period not exceeding ten years as elected by the
Participant
in the
Deferral Election
. If installment payments are elected, then except as provided in Section 5.4, the amount to be paid to the
Participant
as of an applicable payment date shall be determined by dividing the
Participant’s Deferral Account
balance as of the applicable
Balance Calculation
Date
by the number of remaining installment payments. If a
Participant
fails to elect a method of payment, such payment shall be made in a single lump sum. Notwithstanding any provision of the
Plan
or a
Participant’s Deferral Election,
if a
Participant’s
distribution event is his
Separation from Service
, then payment shall be made in a single lump sum.
|
(h)
|
Time When Payments Begin.
If a
Participant’s
Deferral
is payable in a single lump sum, the payment shall be made within the 60-day period following the applicable
Balance Calculation Date
. If a
Participant’s
Deferral
is payable in installment payments, then the
Participant’s
Deferral
shall be paid in substantially equal annual installments commencing with the initial
Balance Calculation Date
and continuing on subsequent anniversaries of the initial
Balance Calculation Date;
provided that, if the
Participant’s
installments commenced before November 1, 2013, then
the remaining installment payments shall be made as of each subsequent January 1st (based on the preceding December 31st
Deferral Account
balance)
over the period elected by the
Participant
in the
|
(i)
|
Changing Distribution Method.
After the
original
Deferral Election
,
a
Participant
may elect to change the method of payment for a
Deferral
; provided, that such election shall be treated as a
Re-Deferral Election
. Installment payments shall be treated as a single payment for purposes of making a
Re-Deferral Election
, and the first scheduled installment will be the measuring standard for purposes of determining whether a
Re-Deferral Election
complies with the requirements of subsection 3.2(i) above.
|
(j)
|
Special Rule for Small Amounts.
Notwithstanding any election by the
Participant
regarding the timing and manner of payment of his
Deferrals
, upon a
Participant’s
Separation from Service
, if the total value of the
Participant’s
Deferral Account
(excluding
Grandfathered Deferrals
described in Supplement I to this
Plan
, and determined as of the last business day of the month in which the
Participant’s
Separation from Service
occurs) is less than $25,000, then the
Participant’s
Deferral Account
shall be distributed in a lump sum within 60 days after the month in which the
Participant’s
Separation from Service
occurs. Pursuant to subsection 5.1(b) above, a six-month delay shall be required for any such distribution to a
Top-50 Employee
.
|
1.
|
Background.
In connection with the establishment of the
Company
, Sara Lee Corporation (“
Sara Lee
”) and the
Company
caused the liabilities under the Sara Lee Corporation Executive Deferred Compensation
Plan
(the “
Sara Lee Plan
”) attributable to current and former employees of the
Company
(and of the
Company’s
predecessor, the Branded Apparel division of
Sara Lee
) to be transferred to the
Plan
. Current and former employees described in the immediately preceding sentence are described herein as “
Transferred Participants.
”
|
2.
|
Transfer, Effect of Transfer.
Effective on January 1, 2006 (the “
Transfer Date
”), the liabilities/account balances of the
Sara Lee Plan
attributable to the
Transferred Participants
were transferred to the
Company
, to be held and administered in accordance with the terms of the
Plan
, as amended; provided, that any elections made under the
Sara Lee Plan
shall remain in effect under the
Plan
, and beneficiary designations made under
the
Sara Lee Plan
shall remain in effect until changed in accordance with Section 2.4 of the
Plan
. The
Plan
is the successor to the
Sara Lee Plan
with regard to
Transferred Participants
.
|
3.
|
Special Rules for
Grandfathered Deferrals
. Any deferrals made by a
Transferred
Participant
under the
Sara Lee Plan
prior to January 1, 2005 (“
Grandfathered Deferrals
”) shall be subject to the rules set forth below.
|
(a)
|
Previously Elected Distribution Dates.
As part of each
Deferral Election
, the
Transferred
Participant
was required to specify a
Distribution Date
for the
Grandfathered Deferral
, which may differ for various
Grandfathered Deferrals
. Except as provided below, each
Distribution Date
is irrevocable and shall apply only to that portion of the
Transferred
Participant’s
Deferral Account
, which is attributable to that
Grandfathered Deferral
.
|
(b)
|
Previously Elected Distribution Form.
As part of each
Deferral Election
, a
Transferred
Participant
was required to elect the form in which the
Grandfathered Deferral
will be paid beginning on the selected
Distribution Date
as either (i) a single lump sum or (ii) substantially equal annual installments over a period not exceeding ten years. If a
Transferred
Participant’s
Grandfathered Deferral
is payable in a single lump sum, the payment shall be made within the 60-day period following the applicable
Balance Calculation Date
. If a
Transferred
Participant’s
Grandfathered Deferral
is payable in installment payments, then payments shall be made in substantially equal annual installments commencing in the month following the initial
Balance Calculation Date
and continuing on subsequent anniversaries of the initial
Balance Calculation Date;
provided that, if the
Participant’s
installments commenced before November 1, 2013, then
the remaining installment payments shall be made as of each subsequent January 1 (based on the preceding December 31st
Grandfathered Deferral Account
balance) over the period elected by the
Transferred
Participant
in the
Deferral Election
. Except as provided below, a
Transferred
Participant’s
election as to the time and method of payment shall be irrevocable.
|
(c)
|
Re-Deferral Elections for Grandfathered Amounts.
A
Transferred
Participant
may make a
Re-Deferral Election
with respect to
Grandfathered Deferrals
; provided, that no
Re-Deferral Election
shall be effective unless (i) the
Committee
receives the election prior to the
|
(d)
|
Change in Method of Payment of Grandfathered Deferrals.
A
Transferred
Participant
may make a one-time election to change the method of payment elected by the
Transferred
Participant
; provided, that such election shall not be effective unless the election to change the method of payment is received by the
Committee
prior to the December 1 of the calendar year preceding the calendar year in which the
Distribution Date
specified in the original
Deferral Election
occurs. All such elections must be made pursuant to such rules as the
Committee
may prescribe.
|
(e)
|
Unforeseeable Financial Emergency
. If the
Committee
determines that a
Participant
has incurred an
Unforeseeable Financial Emergency
, the
Participant
may withdraw in cash and/or stock the portion of the balance of his
Deferral Account
needed to satisfy the
Unforeseeable Financial Emergency
, to the extent that the
Unforeseeable Financial Emergency
may not be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the
Participant’s
assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. A withdrawal on account of an
Unforeseeable Financial Emergency
shall be paid as soon as possible following the date on which the withdrawal is approved.
|
(f)
|
Early Withdrawal with Penalty
. Notwithstanding the other provisions of the
Plan
and this Supplement to the contrary, a
Transferred
Participant
may request a withdrawal from his
Grandfathered Deferrals
, pro rata, by filing a request with the
Committee
in such form as the
Committee
may prescribe. Any withdrawal under this provision will be charged with a 10
|
(g)
|
Disability
. In the event a
Transferred Participant
becomes totally disabled (as defined above) before all
Grandfathered Deferrals
have been paid, payment of the
Transferred Participant’s Grandfathered Deferrals
shall be made or commence at the time and in the form of payment elected by the disabled
Transferred Participant
; provided, that the disabled
Transferred Participant
requests payment in writing within 180 days of becoming disabled. If such a request is not made, the disabled
Transferred Participant’s
Grandfathered Deferrals
will be paid pursuant to the
Deferral Elections
and the normal provisions of the Plan.
|
(h)
|
Death
. In the event a
Transferred Participant
dies before all
Grandfathered Deferrals
have been paid, payment of the
Transferred Participant’s Grandfathered Deferrals
shall be made
or shall commence in at the time and in the form of payment elected by the
Transferred
Participant’s
Beneficiary
or the executor/executrix of the
Transferred Participant’s
estate; provided, that the request is made in writing within 180 days of the
Transferred Participant’s
death. If such a request is not made, the deceased
Transferred Participant’s Grandfathered Deferrals
will be paid pursuant to the
Deferral Elections
and the normal provisions of the Plan.
|
(i)
|
Small Amounts.
Notwithstanding any election by the
Transferred
Participant
regarding the timing and manner of payment of his
Grandfathered Deferrals
, upon a
Participant’s
retirement or other termination of employment, if the total value of the
Transferred
Participant’s
Grandfathered Deferrals
(determined as of the end of the month in which the
Participant
retires or otherwise terminates his employment) is less than $10,000, then the
Transferred
Participant’s
Grandfathered Deferrals
shall be distributed in a lump sum as soon as practicable thereafter.
|
4.
|
Liberty Fabrics Plan Transfer
. Effective June 30, 2002, the account balances of certain participants in the Liberty Fabrics, Inc. Nonqualified Deferred Compensation
Plan
(the “
Liberty Plan
”) were transferred to and became subject to the provisions of the
Sara Lee Plan
. Those balances in the
Sara Lee Plan
were transferred to the
Plan
as part of the transfers described in this Supplement and shall be treated as separate
Grandfathered Deferrals
under the
Plan
. Accordingly, each
Liberty Plan
participant has specified a
Distribution Date
, method of payment, and investment alternative with respect to such transferred account balance. However, notwithstanding anything contained in the
Plan
to the contrary, a
Liberty Plan
participant may not make a one-time election to change the method of payment under Paragraph 3 above with respect to his transferred account balance.
|
5.
|
Rules for Non-Grandfathered Amounts.
Amounts transferred from the
Sara Lee Plan
that were deferred on or after January 1, 2005 shall be subject to the rules described in the
Plan
rather than under Paragraph 3 of this Supplement.
|
6.
|
General.
Except as expressly provided to the contrary in this Supplement,
Transferred Participants
will be subject to the terms and conditions of the
Plan
, as amended from time to time. The terms expressly defined in this Supplement shall supersede any conflicting terms of the
Plan
. All other defined terms used in this Supplement shall have the same meanings assigned to them by the
Plan
.
|
(a)
|
Eligibility for Severance.
|
(i)
|
Eligible Terminations
. Subject to subparagraph (a)(ii) below,
Executive
shall be eligible for severance payments and benefits under this section 2 if his employment terminates under one of the following circumstances:
|
(A)
|
Executive’s
employment is terminated involuntarily without
Cause
(defined in subparagraph 2(a)(ii)(A)); or
|
(B)
|
Executive
terminates his or her employment at the request of
Company
.
|
(ii)
|
Ineligible Terminations
. Notwithstanding subparagraph (a)(i) next above,
Executive
shall not be eligible for any severance payments or benefits under
|
(A)
|
A termination for
Cause
. For purposes of this
Agreement,
“
Cause”
means
Executive
has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation of financial impropriety; has willfully engaged in misconduct resulting in material harm to
Company
; has willfully failed to substantially perform duties after written notice; or is in willful violation of
Company
policies resulting in material harm to
Company
;
|
(B)
|
A termination as the result of
Disability.
For purposes of this
Agreement “Disability”
shall mean a determination under
Company’s
disability plan covering
Executive
that
Executive
is disabled;
|
(C)
|
A termination due to death;
|
(D)
|
A termination due to
Retirement.
For purposes of this
Agreement “Retirement”
shall mean
Executive’s
voluntary termination of employment on or after
Executive’s
attainment of the normal retirement age as defined in the Hanesbrands Inc. Pension and Retirement Plan (the “
Retirement Plan”
);
|
(E)
|
A voluntary termination of employment other than at the request of
Company
;
|
(F)
|
A termination following which
Executive
is immediately offered and accepts new employment with
Company
, or becomes a non-executive member of the Board;
|
(G)
|
The transfer of
Executive’s
employment to a subsidiary or affiliate of
Company
with his consent;
|
(H)
|
A termination of employment that qualifies
Executive
to receive
severance payments or benefits under section 3 below following a
Change in Control
; or
|
(I)
|
Any other termination of employment under circumstances not described in subparagraph 2(a)(i).
|
(iii)
|
Characterization of Termination
. The characterization of
Executive’s
termination shall be made by the
Committee
(as defined in section 5 below) which determination shall be final and binding.
|
(iv)
|
Termination Date
. For purposes of this section 2,
Executive’s
“
Termination Date
” shall mean the date specified in the separation and release agreement described under section 2(e) below.
|
(b)
|
Severance Benefits Payable
. If
Executive
is terminated under circumstances described in subparagraph 2(a)(i), and not described in subparagraph 2(a)(ii), then in lieu of any benefits payable under any other severance plan of the
Company
of any type and in consideration of the separation and release agreement and the covenants contained herein, the following shall apply:
|
(i)
|
Executive
shall be entitled to receive his
Base Salary
(the “
Salary Portion of Severance
”) during the “
Severance Period,
” payable as provided in section 2(c). The “
Severance Period”
shall mean the number of months determined by multiplying the number of
Executive’s
full years of employment with
Company
or any subsidiary or affiliate of
Company
(including periods of employment with Sara Lee Corporation) by two; provided, however, that in no event shall the
Severance Period
be less than twelve months or more than twenty-four months. “
Base Salary”
shall mean the annual salary in effect for
Executive
immediately prior to his
Termination Date.
At the discretion of the
Committee
,
Executive
may receive an additional salary portion in an amount equal to as much as 100% of
Executive’s
target bonus under the
Annual Incentive Plan.
|
(ii)
|
Executive
shall receive a pro-rata amount (determined based upon the number of days from the first day of the
Company’s
current fiscal year to
Executive’s
Termination Date
divided by the total number of days in the applicable performance period and based on actual performance and achievement of any performance goals) of:
|
(A)
|
The annual incentive, if any, payable under the
Annual Incentive Plan
in effect with respect to the fiscal year or
Short Year
in which the
Termination Date
occurs based on actual fiscal year performance (the “
Annual Incentive Portion of Severance
”). “
Annual Incentive Plan”
means the Hanesbrands Inc. annual incentive plan in which
Executive
participates as of the
Termination Date
; and
|
(B)
|
The long-term incentive payable under the
Omnibus Plan
in effect on
Executive’s
Termination Date
for any performance period or cycle that is at least fifty (50) percent completed prior to
Executive’s Termination Date
and which relates to the period of his service prior to his
Termination Date
. The “
Omnibus Plan”
means the Hanesbrands Inc. Omnibus Incentive Plan of 2006, as amended from time to time, and any successor plan or plans. The long-term incentive described in this section (“
Long-Term Cash Incentive Plan
”) includes cash long-term incentives, but does not include stock options, RSUs, or other equity awards.
|
(iii)
|
Beginning on his
Termination Date
,
Executive
shall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. If
Executive
elects continuation coverage for medical coverage, dental coverage or both, he shall pay the entire COBRA
premium charged for such continuation coverage during the S
everance Period
; provided, however, that
during the
Severance Period Company
shall reimburse
Executive
for that portion of the COBRA
premium paid that exceeds the amount payable by an active executive of
Company
for similar coverage, as adjusted from time to time. Such reimbursement shall be made to
Executive
on the 20
th
day of each calendar month during the
Severance Period,
or within ten (10) business days thereafter. The amount eligible for reimbursement under this subparagraph in any calendar year shall not affect any amounts eligible for reimbursement to be provided in any other calendar year. In addition,
Executive’s
right to reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. E
xecutive’s
right to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of medical and dental coverage otherwise provided pursuant to this subparagraph. The premium charged for any continuation coverage after the end of the
Severance Period
shall be entirely at
Executive’s
expense and shall be the actuarially determined cost of the continuation coverage as determined by an actuary selected by the
Company
(in accordance with the requirements under COBRA, to the extent applicable).
Executive
shall not be entitled to reimbursement of any portion of the premium charged for such coverage after the end of the
Severance Period. Executive’s
COBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions under
Company’s
group medical and dental plans. If
Executive
is eligible for early retirement under the terms of the
Retirement Plan
(or would become eligible if the
Severance Period
is considered as employment), then, after exhausting any COBRA continuation coverage under the group medical plan,
Executive
may elect to participate in any retiree medical plan available to similarly situated senior executives in accordance with the terms and conditions of such plan in effect on and after
Executive’s Termination Date
; provided, that such retiree medical coverage shall not be available to
Executive
unless he or she elects such coverage within thirty (30) days following his
Termination Date
.
The premium charged for such retiree medical coverage may be different (greater) than the premium charged an active employee for similar coverage;
|
(iv)
|
Except as otherwise provided herein or in the applicable plan
,
participation in all other
Company
plans available to similarly situated senior executives including but not limited to, qualified pension plans, stock purchase plans, matching grant programs, 401(k) plans and ESOPs, personal accident insurance, travel accident insurance, short and long term disability insurance, and accidental death and dismemberment insurance, shall cease on
Executive’s
Termination Date
. During the
Severance
|
(c)
|
Payment of Severance
. Subject to section 15:
|
(i)
|
Salary Portion.
The
Salary Portion of Severance
shall be paid as follows:
|
(A)
|
That portion of the
Salary Portion of Severance
that exceeds the “S
eparation Pay Limit,”
if any
,
shall be paid to
Executive
in a lump sum payment as soon as practicable following the
Termination Date
, but in no event later than the fifteenth day of the third month after the date of the termination of
Executive’s
employment. The
“Separation Pay Limit
” shall mean two (2) times the lesser of (1) the sum of
Executive’s
annualized compensation based upon the annual rate of pay for services provided to
Company
for the calendar year immediately preceding the calendar year in which the
Termination Date
occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if
Executive
had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under
Code
Section 401(a)(17) for the year in which the
Termination Date
occurs. The payment to be made to
Executive
pursuant to this subparagraph (A) is intended to be exempt from
Code
Section 409A
(as defined in section 15)
under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.
|
(B)
|
The remaining portion of the
Salary Portion of Severance
shall be paid during the
Severance Period
in accordance with
Company’s
payroll schedule, unless the
Committee
shall elect to pay the remaining
Salary Portion of Severance
in a lump sum payment or a combination of regular payments and a lump sum payment. Any lump sum payment shall be paid to
Executive
as soon as practicable following the
Termination Date
, but in no event later than the fifteenth day of the third month after the date of the termination of
Executive’s
employment. Notwithstanding the foregoing, in no event shall such remaining portion of the
Salary Portion of Severance
be paid to
Executive
later than December 31 of the second calendar year following the calendar year in which
Executive’s Termination Date
occurs. The payment(s) to be made to
Executive
pursuant to this subparagraph (B) are intended to be exempt from
Code
Section 409A
(as defined in section 15)
under the exemption found in Regulation Section 1.409A-1(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption).
|
(ii)
|
Incentive Portion.
The
Annual Incentive Portion of Severance
, if any, shall be paid in cash on the same date the active participants under the
Annual Incentive Plan
are paid. The
Long-Term Cash Incentive Plan
payout, if any, shall be paid in the same form and on the same date the active participants under the
Omnibus Plan
are paid.
|
(iii)
|
Withholding.
All payments hereunder shall be reduced by such amount as
Company
(or any subsidiary or affiliate of
Company
) may be required under all applicable federal, state, local or other laws or regulations to withhold or pay over with respect to such payment.
|
(d)
|
Termination of Benefits
. Notwithstanding any provisions in this
Agreement
to the contrary, all rights to receive or continue to receive severance payments and benefits under this section 2 shall cease on the earliest of: (i) the date
Executive
breaches any of the covenants in the separation and release agreement described in section 2(e); or (ii) the date
Executive
becomes reemployed by
Company
or any of its subsidiaries or affiliates.
|
(e)
|
Separation and Release Agreement
. No benefits under this section 2 shall be payable to
Executive
unless
Executive
and
Company
have executed a separation and release agreement within forty-five (45) days following the
Termination Date
and the
payment of severance benefits under this section 2 shall be subject to the terms and conditions of the separation and release agreement.
|
(f)
|
Death of Executive
.
In the event that
Executive
shall die prior to the payment in full of any benefits described above as payable to
Executive
for
Involuntary Termination
, payments of such benefits shall cease on the date of
Executive’s
death.
|
(a)
|
Eligibility for Change in Control Benefits
.
|
(i)
|
Eligible Terminations
. If (A) within three (3) months preceding a
Change in Control
, the
Executive’s
employment is terminated by the
Company
at the request of a third party in contemplation of a
Change in Control
, (B) within twenty-four (24) months following a
Change in Control, Executive
’s employment is terminated by
Company
other than on account of
Executive’s
death, disability or retirement and other than for
Cause,
or (C) within twenty-four (24) months following a
Change in Control
Executive
voluntarily terminates his employment for
Good Reason, Executive
shall be entitled to the
Change in Control
benefits as described in section 3(b) below.
|
(ii)
|
Good Reason
. For purposes of this section 3,
“Good Reason”
means the occurrence of any one or more of the following (without
Executive’s
written consent after a
Change in Control
):
|
(A)
|
A material adverse change in
Executive’s
duties or responsibilities;
|
(B)
|
A reduction in
Executive’s
annual base salary except any reduction of not more than ten (10) percent;
|
(C)
|
A material reduction in
Executive’s
level of participation in any of
Company’s
short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices or arrangements in which
Executive
participates except for any reduction applicable to all senior executives;
|
(D)
|
The failure of any successor to
Company
to assume and agree to perform this
Agreement
; or
|
(E)
|
Company’s
requiring
Executive
to be based at an office location which is at least fifty (50) miles from his or her office location at the time of the
Change in Control
.
|
(iii)
|
Change in Control.
For purposes of this
Agreement
, a
“Change in Control”
will occur:
|
(A)
|
Upon the acquisition by any individual, entity or group, including any
Person
(as defined in the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (as defined in Rule 13d‑3 promulgated under the Exchange Act), directly or indirectly, of twenty (20) percent or more of the combined voting power of the then outstanding capital stock of
Company
that by its terms may be voted on all matters submitted to stockholders of
Company
generally (“
Voting Stock
”); provided, however, that the following acquisitions shall not constitute a
Change in Control
:
|
1)
|
Any acquisition directly from
Company
(excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from
Company
);
|
2)
|
Any acquisition by
Company
;
|
3)
|
Any acquisition by an employee benefit plan (or related trust) sponsored or maintained by
Company
or any corporation controlled by
Company
; or
|
4)
|
Any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving
Company
, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (1), (2) and (3) of subparagraph 3(a)(iii)(B) below shall be satisfied; and provided further that, for purposes of clause (2) immediately above, if (i) any
Person
(other than
Company
or any employee benefit plan (or related trust) sponsored or maintained by
Company
or any corporation controlled by
Company
) shall become the beneficial owner of twenty (20) percent or more of the
Voting Stock
by reason of an acquisition of
Voting Stock
by
Company
, and (ii) such
Person
shall, after such acquisition by
Company
, become the beneficial owner of any additional shares of the
Voting Stock
and such beneficial ownership is publicly announced, then such additional beneficial ownership shall constitute a
Change in Control
; or
|
(B)
|
Upon the consummation of a reorganization, merger or consolidation of
Company
, or a sale, lease, exchange or other transfer of all or substantially all of the assets of
Company
; excluding, however, any such reorganization, merger, consolidation, sale, lease, exchange or other transfer with respect to which, immediately after consummation of such transaction:
|
1)
|
All or substantially all of the beneficial owners of the
Voting Stock
of
Company
outstanding immediately prior to such transaction continue to beneficially own, directly or indirectly (either by remaining outstanding or by being converted into voting securities of the entity resulting from such transaction), more than fifty (50) percent of the combined voting power of the voting securities of the entity resulting from such transaction (including, without limitation,
Company
or an entity which as a result of such transaction owns
Company
or all or substantially all of
Company
's property or assets, directly or indirectly) (the “
Resulting Entity
”) outstanding immediately after such transaction, in substantially the same proportions relative to each other as their ownership immediately prior to such transaction; and
|
2)
|
No
Person
(other than any
Person
that beneficially owned, immediately prior to such reorganization, merger, consolidation, sale or other disposition, directly or indirectly,
Voting Stock
representing twenty (20) percent or more of the combined voting power of
Company's
then outstanding
|
3)
|
At least a majority of the members of the board of directors of the entity resulting from such transaction were members of the board of directors of
Company
(the “
Board
”) at the time of the execution of the initial agreement or action of the
Board
authorizing such reorganization, merger, consolidation, sale or other disposition; or
|
(C)
|
Upon the consummation of a plan of complete liquidation or dissolution of
Company
; or
|
(D)
|
When the
Initial Directors
cease for any reason to constitute at least a majority of the
Board
. For this purpose, an “
Initial Director
” shall mean those individuals serving as the directors of
Company
as of the date of this
Agreement
; provided, however, that any individual who becomes a director of
Company
at or after the first annual meeting of stockholders of
Company
whose election, or nomination for election by the
Company’s
stockholders, was approved by the vote of at least a majority of the
Initial Directors
then comprising the
Board
(or by the nominating committee of the
Board
, if such committee is comprised of
Initial Directors
and has such authority) shall be deemed to have been an
Initial Director
; and provided further, that no individual shall be deemed to be an
Initial Director
if such individual initially was elected as a director of
Company
as a result of: (1) an actual or threatened solicitation by a
Person
(other than the
Board
) made for the purpose of opposing a solicitation by the
Board
with respect to the election or removal of directors; or (2) any other actual or threatened solicitation of proxies or consents by or on behalf of any
Person
(other than the
Board
).
|
(iv)
|
Termination Date.
For purposes of this section 3, “
Termination Date
” shall mean the date specified in the
Notice of Termination
as the date on which the conditions giving rise to
Executive’s
termination were first met.
|
(b)
|
Change in Control Benefits
.
In the event
Executive
becomes entitled to receive benefits under this section 3, the following shall apply:
|
(i)
|
In consideration of
Executive’s
covenants hereunder,
Executive
shall be entitled to receive the following amounts, payable as provided in section 3(j):
|
(A)
|
A lump sum payment equal to the unpaid portion of
Executive’s
annual
Base Salary
and vacation accrued through the
Termination Date
;
|
(B)
|
A lump sum payment equal to
Executive’s
prorated
Annual Incentive Plan
payment (as determined in accordance with subparagraph 2(b)(ii)(A) above);
|
(C)
|
A lump sum payment equal to
Executive’s
prorated
Long-Term Cash Incentive Plan
payment (as determined in accordance with subparagraph 2(b)(ii)(B) above); and
|
(D)
|
A lump sum payment equal to
two
times the sum of (1)
Executive’s
annual
Base Salary
; and (2) the greater of (i)
Executive’s
target annual incentive (as defined in the
Annual Incentive Plan
) for the year in which the
Change in Control
occurs and (ii)
Executive’s
average annual incentive calculated over the three (3) fiscal years immediately preceding the year in which the
Change in Control
occurs; and (3) an amount equal to the
Company
matching contribution to the defined contribution plan in which
Executive
is participating at the
Termination Date
(currently 4%).
|
(ii)
|
For a period of 24 months following
Executive’s Termination Date
(the “
CIC
Severance Period
”),
Executive
shall have the right to elect continuation of the life insurance, personal accident insurance, travel accident insurance and accidental death and dismemberment insurance coverages which insurance coverages shall be provided at the same levels and the same costs in effect immediately prior to the
Change in Control.
Beginning on his
Termination Date
,
Executive
shall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. If
Executive
elects continuation coverage for medical coverage, dental coverage or both, he shall pay the entire COBRA
premium charged for such continuation coverage during the
CIC
S
everance Period
; provided, however, that
during the
CIC Severance Period, Company
shall reimburse
Executive
for that portion of the COBRA
premium paid that exceeds the amount payable by an active executive of
Company
for similar coverage, as adjusted from time to time. Such reimbursement shall be made to
Executive
on the 20
th
day of each calendar month during the
CIC Severance Period,
or within ten (10) business days thereafter. The amount eligible for reimbursement under this subparagraph in any calendar year shall not affect any amounts eligible for reimbursement to be provided in any other calendar year. In addition,
Executive’s
right to reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit.
Executive’s
right to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of coverage otherwise provided pursuant to this subparagraph. The premium charged for any continuation coverage after the
|
(iii)
|
If the aggregate benefits accrued by
Executive
as of the
Termination Date
under the savings and retirement plans sponsored by
Company
are not fully vested pursuant to the terms of the applicable plan(s), the difference between the benefits
Executive
is entitled to receive under such plans and the benefits he would have received had he been fully vested will be provided to
Executive
under the Hanesbrands Inc. Supplemental Employee Retirement Plan (the
“Supplemental Plan”
). In addition, for purposes of determining
Executive’s
benefits under the
Supplemental Plan
and
Executive’s
right to post-retirement medical benefits under
Company’s
retiree medical plan, additional years of age and service credits equivalent to the length of the
CIC Severance Period
shall be included. However,
Executive
will not be eligible to begin receiving any retirement benefits under any such plans until the date he or she would otherwise be eligible to begin receiving benefits under such plans;
|
(iv)
|
Except as otherwise provided herein or in the applicable plan, participation in all other plans of
Company
or any subsidiary or affiliate of
Company
available to similarly situated
Executives
of
Company
, shall cease on
Executive’s
Termination Date
.
|
(c)
|
Termination for Disability
. If
Executive’s
employment is terminated due to
Disability
following a
Change in Control
,
Executive
shall receive his
Base Salary
through the
Termination Date
, at which time his benefits shall be determined in accordance with
Company’s
disability, retirement, insurance and other applicable plans and programs then in effect, and
Executive
shall not be entitled to any other benefits provided by this
Agreement
.
|
(d)
|
Termination for Retirement or Death
. If
Executive’s
employment is terminated by reason of his retirement or death following a
Change in Control
,
Executive’s
benefits shall be determined in accordance with
Company’s
retirement, survivor’s
|
(e)
|
Termination for Cause, or Other Than for Good Reason or Retirement
. If
Executive’s
employment is terminated either by
Company
for
Cause
, or voluntarily by
Executive
(other than for
Retirement
or
Good Reason
) following a
Change in Control
,
Company
shall pay
Executive
his full
Base Salary
and accrued vacation through the
Termination Date
, at the rate then in effect, plus all other amounts to which such
Executive
is entitled under any compensation plans of
Company
, at the time such payments are due, and
Company
shall have no further obligations to such
Executive
under this
Agreement
.
|
(f)
|
Separation and Release Agreement
. No benefits under this section 3 shall be payable to
Executive
unless
Executive
and
Company
have executed a “
Separation and Release Agreement”
(in substantially the form attached hereto as Exhibit A) within forty-five (45) days following the
Termination Date
and the payment of change in control benefits under this section 3 shall be subject to the terms and conditions of the
Separation and Release Agreement
.
|
(g)
|
Deferred Compensation
. All amounts previously deferred by or accrued to the benefit of
Executive
under any nonqualified deferred compensation plan sponsored by
Company
(including, without limitation, any vested amounts deferred under incentive plans), together with any accrued earnings thereon, shall be paid in accordance with the terms of such plan following
Executive’s
termination.
|
(h)
|
Notice of Termination
. Any termination of employment under this section 3 by
Company
or by
Executive
for
Good Reason
shall be communicated by a written notice which shall indicate the specific
Change in Control
termination provision relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive’s
employment under the provision so indicated (a “
Notice of Termination”)
.
|
(i)
|
Termination of Benefits
.
All rights to receive or continue to receive severance payments and benefits pursuant to this section 3 by reason of a
Change in Control
shall cease on the date
Executive
becomes reemployed by
Company
or any of its subsidiaries or affiliates.
|
(j)
|
Form and Timing of Benefits
. Subject to the provisions of this section 3 and to section 15, the
Change in Control
benefits described herein shall be paid to
Executive
in cash in a single lump sum payment as soon as practicable following the
Termination Date
, but in no event later than the fifteenth day of the third month after the date of the
Executive’s
termination of employment. The
Change in Control
benefits payable to
Executive
pursuant to this subparagraph (j) are intended to be exempt from
Code
Section 409A
(as defined in section 15)
under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.
|
(k)
|
Excise Tax Adjustment.
Subject to the limitation below, in the event that
Executive
becomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments or benefits payable under any other agreement
|
(i)
|
Any other payments or benefits received or to be received by
Executive
in connection with a
Change in Control
or
Executive’s
termination of employment (whether pursuant to the terms of this
Agreement
or any other plan, policy, arrangement or agreement with
Company
, or with any
Person
whose actions result in a
Change in Control
or any
Person
affiliated with
Company
or such
Person
s) shall be treated as “parachute payments” within the meaning of
Code
Section 280G(b)(2), and all “excess parachute payments” within the meaning of
Code
Section 280G(b)(1) shall be treated as subject to the
Excise Tax
, unless in the opinion of
Company’s
tax counsel as supported by
Company’s
independent auditors and acceptable to
Executive
, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of
Code
Section 280G(b)(4) in excess of the base amount within the meaning of
Code
Section 280G(b)(3), or are otherwise not subject to the
Excise Tax
;
|
(ii)
|
The value of any noncash benefits or any deferred payment or benefit shall be determined by
Company’s
independent auditors in accordance with the principles of
Code
Sections 280G(d)(3) and (4);
|
(iii)
|
Executive
shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation, and state and local income taxes at the highest marginal rate of taxation in the state and locality of
Executive’s
residence on the
Termination Date
, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes; and
|
(iv)
|
In the event the Internal Revenue Service adjusts any item included in
Company’s
computations under this section 3(k) so that
Executive
did not receive the full net benefit intended under the provisions of this section 3(k),
Company
shall reimburse
Executive
for the full amount necessary to make
|
(l)
|
Company’s Payment Obligation.
Subject to the provisions of section 4,
Company’s
obligation to make the payments and the arrangements provided in this section 3 shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which
Company
may have against
Executive
or anyone else. All amounts payable by
Company
under this section 3 shall be paid without notice or demand and each and every payment made by
Company
shall be final, and
Company
shall not seek to recover all or any part of such payment from
Executive
or from whomsoever may be entitled thereto, for any reason except as provided in section 3(k) above or in section 4.
|
(m)
|
Other Employment
.
Executive
shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under this section 3, and the obtaining of any such other employment shall in no event result in any reduction of
Company’s
obligations to make the payments and arrangements required to be made under this section 3, except to the extent otherwise specifically provided in this
Agreement
.
|
(n)
|
Payment of Legal Fees and Expenses.
To the extent permitted by law,
Company
shall reimburse
Executive
for all reasonable legal fees, costs of litigation or arbitration, prejudgment or pre-award interest, and other expenses incurred in good faith by
Executive
as a result of
Company’s
refusal to provide benefits under this section 3, or as a result of
Company
contesting the validity, enforceability or interpretation of the provisions of this section 3, or as the result of any conflict (including conflicts related to the calculation of parachute payments or the characterization of
Executive’s
termination) between
Executive
and
Company
; provided that the conflict or dispute is resolved in
Executive’s
favor and
Executive
acts in good faith in pursuing his rights under this section 3. Such reimbursement shall be made within thirty (30) days following final resolution, in favor of
Executive
, of the conflict or dispute giving rise to such fees and expenses. In no event shall
Executive
be entitled to receive the reimbursements provided for in this subparagraph if he acts in bad faith or pursues a claim without merit, or if he fails to prevail in any action instituted by him or
Company.
|
(o)
|
Arbitration for Change in Control Benefits
. Any dispute or controversy arising under or in connection with the benefits provided under this section 3 shall promptly and expeditiously be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of such arbitration proceeding utilizing a panel of three (3) arbitrators sitting in a location selected by
Executive
within fifty (50) miles from the location of his
|
EXECUTIVE:
|
|
|
HANESBRANDS INC.
|
|
|
|
|
|
|
Signature:
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Title:
|
|
10.
|
Release
.
|
(a)
|
Executive on behalf of Executive, Executive’s heirs, executors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge Company and any of its subsidiaries, affiliates, successors, assigns and past, present and future directors, officers, employees, trustees and shareholders (the “Released Parties”) from and against any and all complaints, claims, cross-claims, third-party claims, counterclaims, contribution claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which, at any time up to and including the date on which Executive signs this Agreement, exists, have existed, or may arise from any matter whatsoever occurring, including, but not limited to, any claims arising out of or in any way related to Executive’s employment with Company or its subsidiaries or affiliates and the conclusion thereof, which Executive, or any of Executive’s heirs, executors, administrators, assigns, affiliates, and agents ever had, now has or at any time hereafter may have, own or hold against any of the Released Parties based on any matter existing on or before the date on which Executive signs this Agreement. Executive acknowledges that in exchange for this release, Company is providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. By executing this Agreement, Executive is waiving, without limitation, all claims (except for the filing of a charge with an administrative agency) against the Released Parties arising under federal, state and local labor and antidiscrimination laws, any employment related claims under the employee Retirement Income Security Act of 1974, as amended, and any other restriction on the right to terminate employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, and the North
|
(b)
|
EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE RELEASED PARTIES FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”). EXECUTIVE FURTHER AGREES: (i) THAT EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990; (ii) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (iii) THAT EXECUTIVE’S WAIVER OF RIGHTS IN THIS RELEASE IS IN EXCHANGE FOR CONSIDERATION THAT WOULD NOT OTHERWISE BE OWING TO EXECUTIVE PURSUANT TO ANY PREEXISTING OBLIGATION OF ANY KIND HAD EXECUTIVE NOT SIGNED THIS RELEASE; (iv) THAT EXECUTIVE HEREBY IS AND HAS BEEN ADVISED IN WRITING BY COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (v) THAT COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE; (vi) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED, AND (vii) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE UPON THE EIGHTH DAY AFTER EXECUTIVE SIGNS THIS AGREEMENT.
|
(c)
|
To the maximum extent permitted by law, Executive covenants not to sue or to institute or cause to be instituted any action in any federal, state, or local agency or court against any of the Released Parties, including, but not limited to, any of the claims released this Agreement. Notwithstanding the foregoing, nothing herein shall prevent Executive or any of the Released Parties from filing a charge with an administrative agency, from instituting any action required to enforce the terms of this Agreement, or from challenging the validity of this Agreement. In addition, nothing herein shall be construed to prevent Executive from enforcing any rights Executive may have to recover vested benefits under the Employee Retirement Income Security Act of 1974, as amended.
|
(d)
|
Executive represents and warrants that: (i) Executive has not filed or initiated any legal, equitable, administrative, or other proceeding(s) against any of the Released Parties; (ii) no such proceeding(s) have been initiated against any of the Released Parties on Executive’s behalf; (iii) Executive is the sole owner of the actual or alleged claims, demands, rights, causes of action, and other matters that are released in this paragraph 10; (iv) the same have not been transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and (v) Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement.
|
(e)
|
The consideration offered herein is accepted by Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Executive expressly agrees that Executive is not entitled to and shall not receive any further payments, benefits, or other compensation or recovery of any kind from Company or any of the other Released Parties. Executive further agrees that in the event of any further proceedings whatsoever based upon any matter released herein, Company and each of the other Released Parties shall have no further monetary or other obligation of any kind to Executive, including without limitation any obligation for any costs, expenses and attorneys’ fees incurred by or on behalf of Executive.
|
EXECUTIVE:
|
|
|
HANESBRANDS INC.
|
|
|
|
|
|
|
Signature:
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Title:
|
|
Name
|
|
Date of Agreement
|
Richard D. Moss
|
|
November 3, 2011
|
Elizabeth L. Burger
|
|
August 22, 2013
|
Michael E. Faircloth
|
|
August 21, 2013
|
John T. Marsh
|
|
August 22, 2013
|
|
Years Ended
|
||||||||||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
|
January 2,
2010 |
||||||||||
Earnings, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income tax expense, noncontrolling interest and income/loss from equity investees
|
$
|
395,866
|
|
|
$
|
263,606
|
|
|
$
|
284,822
|
|
|
$
|
211,304
|
|
|
$
|
51,628
|
|
Fixed charges
|
129,034
|
|
|
163,475
|
|
|
183,030
|
|
|
174,045
|
|
|
190,421
|
|
|||||
Amortization of capitalized interest
|
2,754
|
|
|
2,842
|
|
|
3,252
|
|
|
3,824
|
|
|
3,722
|
|
|||||
Interest capitalized
|
(930
|
)
|
|
(1,155
|
)
|
|
(2,043
|
)
|
|
(2,190
|
)
|
|
(6,559
|
)
|
|||||
Noncontrolling interest in pre-tax income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,019
|
)
|
|
(1,173
|
)
|
|||||
Total earnings, as defined
|
$
|
526,724
|
|
|
$
|
428,768
|
|
|
$
|
469,061
|
|
|
$
|
385,964
|
|
|
$
|
238,039
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
97,054
|
|
|
$
|
130,094
|
|
|
$
|
148,759
|
|
|
$
|
139,827
|
|
|
$
|
158,567
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness
|
6,921
|
|
|
9,168
|
|
|
10,367
|
|
|
12,739
|
|
|
10,967
|
|
|||||
Interest factor in rental expenses
|
25,059
|
|
|
24,213
|
|
|
23,904
|
|
|
21,479
|
|
|
20,887
|
|
|||||
Total fixed charges, as defined
|
$
|
129,034
|
|
|
$
|
163,475
|
|
|
$
|
183,030
|
|
|
$
|
174,045
|
|
|
$
|
190,421
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.08
|
|
|
2.62
|
|
|
2.56
|
|
|
2.22
|
|
|
1.25
|
|
Note:
|
The Ratio of Earnings to Fixed Charges should be read in conjunction with our consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference in this Form 10-K. The interest expense included in the fixed charges calculation above excludes interest expense relating to the Company's uncertain tax positions. The interest factor in rental expenses is calculated as one-third of rent expense.
|
Name of Subsidiary
|
Jurisdiction of Formation
|
BA International, L.L.C.
|
Delaware
|
Caribesock, Inc.
|
Delaware
|
Caribetex, Inc.
|
Delaware
|
CASA International, LLC
|
Delaware
|
CC Products, Inc.
|
Delaware
|
Ceibena Del, Inc.
|
Delaware
|
Crescent Industries LLC
|
Delaware
|
Elizabeth Needlecraft LLC
|
Delaware
|
Event 1, Inc.
|
Kansas
|
GearCo, Inc.
|
Delaware
|
GFSI Holdings, Inc.
|
Delaware
|
GFSI, Inc.
|
Delaware
|
Hanes Menswear, LLC
|
Delaware
|
Hanes Puerto Rico, Inc.
|
Delaware
|
Hanesbrands Direct, LLC
|
Colorado
|
Hanesbrands Distribution, Inc.
|
Delaware
|
Hanesbrands Export Canada LLC
|
Delaware
|
HBI Branded Apparel Enterprises, LLC
|
Delaware
|
HBI Branded Apparel Limited, Inc.
|
Delaware
|
HBI Holdco 1 LLC
|
Delaware
|
HBI Holdco 2 LLC
|
Delaware
|
HbI International, LLC
|
Delaware
|
HBI Playtex BATH LLC
|
Delaware
|
HBI Receivables LLC
|
Delaware
|
HBI Sourcing, LLC
|
Delaware
|
Inner Self LLC
|
Delaware
|
Jasper-Costa Rica, L.L.C.
|
Delaware
|
Maidenform (Bangladesh) LLC
|
Delaware
|
Maidenform (Indonesia) LLC
|
Delaware
|
Maidenform Brands LLC
|
Delaware
|
Maidenform International LLC
|
Delaware
|
Maidenform LLC
|
Delaware
|
MF Retail LLC
|
Delaware
|
MFB International Holdings S.a r.l., US Branch
|
United States
|
Nicholas Needlecraft LLC
|
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
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Bali Dominicana Textiles, S.A.
|
Panama/DR
|
Bali Dominicana, Inc.
|
Panama/DR
|
Canadelle Holding Corporation Limited
|
Canada
|
Canadelle Limited Partnership
|
Canada
|
Cartex Manufacturera S. de R. L.
|
Costa Rica
|
CASA International, LLC Holdings S.C.S.
|
Luxembourg
|
Caysock, Inc.
|
Cayman Islands
|
Caytex, Inc.
|
Cayman Islands
|
Caywear, Inc.
|
Cayman Islands
|
Ceiba Industrial, S. De R.L.
|
Honduras
|
Choloma, Inc.
|
Cayman Islands
|
Confecciones Atlantida S. De R.L.
|
Honduras
|
Confecciones del Valle, S. De R.L.
|
Honduras
|
Confecciones El Pedregal Inc.
|
Cayman Islands
|
Confecciones El Pedregal S.A. de C.V.
|
El Salvador
|
Confecciones Jiboa S.A. de C.V.
|
El Salvador
|
Confecciones La Caleta
|
Cayman Islands
|
Confecciones La Herradura S.A. de C.V.
|
El Salvador
|
Confecciones La Libertad, Ltda de C.V.
|
El Salvador
|
Creaciones Textiles de Merida, S.A. de C.V.
|
Mexico
|
DFK International Limited
|
Hong Kong
|
Dos Rios Enterprises, Inc.
|
Cayman Islands
|
GFSI Canada Company
|
Canada
|
GFSI Southwest, S. de R.L. de C.V.
|
Mexico
|
H.N. Fibers Ltd (49%)
|
Israel
|
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 Centroamerica S.A.
|
Guatemala
|
Hanes de El Salvador, S.A. de C.V.
|
El Salvador
|
Hanes Dominican, Inc.
|
Cayman Islands
|
Hanes Ink Honduras, S.A. de C.V.
|
Honduras
|
Hanes Menswear Puerto Rico, Inc.
|
Puerto Rico
|
Hanes Panama Inc.
|
Panama
|
Hanesbrands (HK) Limited
|
Hong Kong
|
Hanesbrands (Nanjing) Textile Co., Ltd.
|
China
|
Hanesbrands (Vietnam) Company Limited
|
Vietnam
|
Hanesbrands Apparel India Private Limited
|
India
|
Hanesbrands Apparel South Africa (Proprietary) Limited
|
South Africa
|
Hanesbrands Argentina S.A.
|
Argentina
|
Hanesbrands Australia Pty Limited
|
Australia
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Hanesbrands Brasil Textil Ltda.
|
Brazil
|
Hanesbrands Canada NS ULC
|
Canada
|
Hanesbrands Caribbean Logistics, Inc.
|
Cayman Islands
|
Hanesbrands Chile SpA
|
Chile
|
Hanesbrands Dominicana, Inc.
|
Cayman Islands
|
Hanesbrands Dos Rios Textiles, Inc.
|
Cayman Islands
|
Hanesbrands El Salvador, Ltda. De C.V.
|
El Salvador
|
Hanesbrands Holdings
|
Mauritius
|
Hanesbrands International (Shanghai) Co. Ltd.
|
China
|
Hanesbrands International (Thailand) Ltd.
|
Thailand
|
Hanesbrands Japan Inc.
|
Japan
|
Hanesbrands Philippines Inc.
|
Philippines
|
Hanesbrands Poland sp. z o.o.
|
Poland
|
Hanesbrands ROH Asia Ltd.
|
Thailand
|
Hanesbrands Switzerland Holdings GmbH
|
Switzerland
|
HBI Alpha Holdings, Inc.
|
Cayman Islands
|
HBI Beta Holdings, Inc.
|
Cayman Islands
|
HBI Compania de Servicios, S.A. de C.V.
|
El Salvador
|
HbI International Holdings S.à r.l.
|
Luxembourg
|
HbI International Holdings S.à r.l., Luxembourg, Zurich Branch
|
Switzerland
|
HbI International/ Jordan Limited Liability Company
|
Jordan
|
HBI Manufacturing (Thailand) Ltd.
|
Thailand
|
HBI RH Mexico, S. De R.L. de C.V.
|
Mexico
|
HBI Risk Management Ltd.
|
Bermuda
|
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
|
HBI Uno Holdings, Inc.
|
Cayman Islands
|
Industria Textilera del Este ITE, S.R.L.
|
Costa Rica
|
Industrias El Porvenier, S. de R.L.
|
Honduras
|
Industrias Internacionales de San Pedro S. de R.L. de C.V.
|
Mexico
|
Inversiones Bonaventure S.A. de C.V.
|
El Salvador
|
J.E. Morgan de Honduras, S.A.
|
Honduras
|
Jasper Honduras, S.A.
|
Honduras
|
Jasper-Salvador, S.A. de C.V.
|
El Salvador
|
Jogbra Honduras, S.A.
|
Honduras
|
Maidenform (Asia) Limited
|
British Virgin Islands
|
Maidenform (U.K.) Limited
|
United Kingdom
|
Maidenform Brands Germany GmbH
|
Germany
|
Maidenform Brands International Limited
|
Ireland
|
Maidenform Brands Spain, S.R.L.
|
Spain
|
Manufacturera Ceibena S. de R.L.
|
Honduras
|
Manufacturera Comalapa S.A. de C.V.
|
El Salvador
|
Manufacturera de Cartago, S.R.L.
|
Costa Rica
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Manufacturera San Pedro Sula, S. de R.L.
|
Honduras
|
MF Brands S.A. de C.V.
|
Mexico
|
MF Supreme Brands de Mexico, S.A. de C.V.
|
Mexico
|
MFB International Holdings S.a r.l.
|
Luxembourg
|
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
|
Seamless Puerto Rico, Inc.
|
Puerto Rico
|
Servicios de Soporte Intimate Apparel, S. de R.L.
|
Costa Rica
|
Socks Dominicana S.A.
|
Dominican Republic
|
Texlee El Salvador, Ltda. de C.V.
|
El Salvador
|
The Harwood Honduras Companies, S. de R.L.
|
Honduras
|
Wonderbra (HK) Limited
|
Hong Kong
|
/s/ Richard A. Noll
|
Richard A. Noll
Chief Executive Officer
|
/s/ Richard D. Moss
|
Richard D. Moss
Chief Financial Officer
|
/s/ Richard A. Noll
|
Richard A. Noll
Chief Executive Officer
|
/s/ Richard D. Moss
|
Richard D. Moss
Chief Financial Officer
|