General

Russell Corporation (“Russell,” “we,” “our,” or the “Company”) is a leading authentic athletic and sporting goods company with over a century of success. Headquartered in Atlanta, Georgia, we sell athletic uniforms, apparel, athletic footwear, sporting goods, athletic equipment, and accessories for a wide variety of sports, outdoor and fitness activities under well-known brands such as Russell Athletic ® , JERZEES ® , Spalding ® , and Brooks ® . Other brands include American Athletic ® , Huffy Sports ® , Mossy Oak ® , Cross Creek ® , Moving Comfort ® , Bike ® , Dudley ® , Discus ® , and Sherrin ® . Since incorporating in 1902, the “Russell” name has been associated with quality apparel.

Over the past decade, competition in the apparel industry has grown increasingly intense due to globalization of supply, reduced trade restrictions and low barriers to entry. We have responded to these circumstances in several ways. In 1998, we initiated a restructuring and reorganization program with the objectives of (i) transitioning the Company from a manufacturing-driven business to a consumer-focused organization that markets branded apparel products and (ii) creating an efficient, low-cost operating structure with the flexibility to take advantage of future opportunities to further reduce costs, such as strategic outsourcing arrangements, transferring our sewing and assembly operations to offshore facilities, and utilizing increasingly efficient domestic facilities.

In 2003, we launched an operations improvement program that achieved significant cost reductions to offset selling price decreases, higher fiber costs and other cost increases. The program improved operating efficiencies and asset utilization, while streamlining processes in both our manufacturing and administrative areas through lower full-packaged sourcing costs, increased efficiencies in existing manufacturing operations, improved distribution costs, and expanded production with lower cost contractors.

In addition to the initiatives of the restructuring and reorganization program in our apparel business, we began evaluating selective acquisition opportunities to further diversify our portfolio of brands and products. In 2000, we acquired the Mossy Oak ® camouflage apparel business of Haas Outdoors, one of the premier camouflage brands in the world. In 2003, we completed two acquisitions that launched our participation in the sporting goods and athletic equipment markets. The acquisition of the Bike Athletic Company business introduced athletic supporters, knee and elbow pads, braces, and other protective equipment into our product offering. Then, with the May 2003 acquisition of the brands, contracts and related assets of the sporting goods business of Spalding Sports Worldwide, Inc., we became a leading marketer of basketballs and other inflatable sporting goods products.

During 2004, we further expanded our sports equipment product mix with three strategic acquisitions. In June, we acquired the assets of American Athletic, Inc., a leading supplier of gymnastics equipment and basketball backboard and backboard systems, which provided a platform for the extension of our Spalding business. In July, we acquired the Huffy Sports business, further expanding our line of basketball backboards, backboard systems and accessories. American Athletic and Huffy Sports now operate as part of our Spalding Group. Then, in December, we entered the athletic footwear business with the acquisition of Brooks Sports. The Brooks ® brand is a leader in high performance athletic footwear and apparel (primarily for running) and is considered an innovator in the technical athletic footwear and apparel industry.

Today, Russell is a major branded athletic and sporting goods company with a rich history of marketing athletic uniforms, apparel, athletic footwear, and equipment for a wide variety of sports and fitness activities. Our global position is built on well-known brands and quality products. Through Russell Athletic, the Company is a leading supplier of team uniforms in the U.S. Through the Spalding Group, Russell is also the largest provider of basketball equipment in the world. This position is solidified by our long association with the National Basketball Association (“NBA”). We are now in the second year of our current eight-year agreement with that league which allows us to continue our association with one of the fastest growing sports in the world.

We offer a diversified portfolio of brands and products across multiple distribution channels and our products are marketed and sold throughout North America and approximately 100 other countries. We market and distribute our products through mass merchandisers, sporting goods dealers, specialty running stores, department and sports specialty stores, college stores, on-line retailers, mail order houses, artwear distributors, screen printers, embroiderers, and on a limited basis through owned retail stores. We sell our products primarily through a combination of salaried sales persons, independent commissioned agents and independent licensees. We operate in two segments: Sporting Goods and Activewear.

The Sporting Goods segment consists of those products or brands that are associated with sports apparel, sports equipment and sporting goods sales at retail. This segment includes the Russell Athletic Group (consisting of Russell Athletic, Moving Comfort and Bike), the Spalding Group, Mossy Oak and Brooks. The Activewear segment primarily consists of sales of JERZEES ® branded products (t-shirts, sweats, knit shirts, career wear, and socks) the majority of which are sold through mass retailers or into the Artwear market. Fabric sales and certain private label manufacturing revenues are presented in the “all other” category.

For our apparel business, we produce or source products utilizing a combination of owned facilities primarily in the United States, Honduras and Mexico, as well as contractors and other suppliers around the world. Approximately 99% of our apparel sewing and assembly operations are conducted offshore. Our yarn spinning joint venture and partner supply the majority of our yarn requirements.

For our sporting goods and athletic equipment businesses, the products offered by Spalding, Brooks, Moving Comfort, and Bike are generally sourced from third-party contractors outside the United States, primarily in Asia. American Athletic produces gymnastics equipment, in-arena basketball backboards and systems in Company owned facilities in the United States. Huffy Sports produces a portion of its basketball backboards in Company-operated facilities, but utilizes a third party contractor in Asia for approximately 60% of its production and plans to increase offshore sourcing to 100% during 2006. Steel and other raw materials used in this production are sourced from a variety of suppliers and countries.

In January 2006, we announced a major restructuring that includes a number of initiatives developed to improve our long-term competitiveness. The pre-tax cost is expected to be $60 to $80 million over the next 2 to 3 years with projected annualized pre-tax cost savings of $35 to $40 million. The restructuring will focus on the continued shift offshore of textile/apparel manufacturing operations, the completion of operational changes to Huffy Sports’ backboard business and significant reductions in sales, marketing and administrative costs. These plans will impact approximately 2,300 positions globally, including 1,700 in the U.S., of which approximately 1,200 will eventually be replaced in Honduras and Mexico. As in our previous initiatives, the restructuring will be combined with focused marketing efforts, improved asset utilization and efficiency improvements which we expect will lead to increased sales, higher margins and improved profitability.

Our business, financial condition and results of operations are affected by many factors and are subject to a number of risks, including seasonal variation, raw material volatility and the materiality to us of significant customers. See Item 1A. “Risk Factors” for a discussion of these and other risks.

Financial Information About Segments

See Note 9 of “Notes to Consolidated Financial Statements” in Part II, Item 8 of this Report on Form 10-K for financial information regarding our segments.

We operate our global business primarily in two reportable segments: Sporting Goods and Activewear. The Sporting Goods segment consists of sports apparel, sports equipment and athletic footwear, which are sold principally under the brands Russell Athletic ® , Spalding ® , Brooks ® , American Athletic ® , Huffy Sports ® , Mossy Oak ® , Moving Comfort ® , Bike ® , Dudley ® , and Sherrin ® . We market and distribute products in the Sporting

Goods segment primarily through sporting goods dealers, specialty running stores, department and sports specialty stores, and college stores. Sporting Goods segment equipment and athletic footwear products are primarily sourced. The sports apparel products are both sourced and manufactured by the Company.

The Activewear segment consists of our basic, performance and careerwear apparel products, such as t-shirts, sweatshirts and sweatpants, knit shirts, socks, and career wear. Products in the Activewear segment are sold principally under the JERZEES ® and Cross Creek ® brands through mass merchandisers, distributors, screen printers, and embroiderers. Products in the Activewear segment are primarily manufactured by the Company utilizing a combination of owned facilities and third-party contractors.

Other segments that do not meet the quantitative thresholds for determining reportable segments primarily include our fabrics division, custom private label business and Frontier Yarns. These are included in the “All Other” data presented herein.

Prior to 2005, we operated our business along distribution channels and reported two segments: Domestic and International Apparel. In 2005 and after several acquisitions in prior years that have redefined Russell as an authentic athletic and sporting goods company, we realigned our operations by brands and products. Accordingly, the segment data presented herein for 2004 and 2003 has been restated to present our segment data on the new basis of segment reporting.

Our management evaluates performance and allocates resources based on profit or loss from operations before interest and income taxes (segment operating income). Segment operating income as presented by us may not be comparable to similarly titled measures used by other companies. The accounting policies of the reportable segments are the same as those described in Note 1 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2005. Except for transactions with Frontier Yarns, intersegment transfers are primarily recorded at cost, with no intercompany profit or loss on intersegment transfers.

Financial Information About Geographic Areas

See “Enterprise-wide Disclosures” from Note 9 of “Notes to Consolidated Financial Statements” in Part II, Item 8 of this Report on Form 10-K.

Our products are sold or licensed in more than 100 countries and we have sales, administrative, or manufacturing facilities in numerous foreign countries, including Australia, Honduras, Mexico, and the United Kingdom, with the majority of our foreign sales being in Europe, Australia and Mexico. Due to this, we are exposed to risks of change in social, political and economic conditions inherent in operating in foreign countries, including, but not limited to, the following: (i) currency fluctuations; (ii) import and export license requirements; (iii) trade restrictions; (iv) changes in tariffs and taxes; (v) restrictions on repatriating foreign profits back to the United States; (vi) foreign laws and regulations; (vii) difficulties in staffing and managing international operations; (viii) political unrest; and (ix) disruptions or delays in shipments.

We have foreign currency exposures relating to buying, selling and financing in currencies other than our functional currencies. We also have foreign currency exposure related to foreign denominated revenues and costs translated into U.S. dollars. These exposures are primarily concentrated in the Euro, British pound sterling and Mexican peso. Fluctuations in foreign currency exchange rates may affect the results of our operations and the value of our foreign assets, which in turn may adversely affect reported earnings and the comparability of period-to-period results of operations. Fluctuations in currency exchange rates may also affect the relative prices at which we and our foreign competitors sell products in the same markets. In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations. Fluctuations in foreign currency exchange rates could have a material adverse effect on our business, results of operations and financial condition. For further discussion of foreign currency exposures, see “Quantitative and Qualitative Disclosures About Market Risks” in Part II, Item 7A of this Report on Form 10-K.

Intellectual Property

We market our products under a number of trademarks and tradenames. We have registered trademarks in the United States for Russell Athletic ® , JERZEES ® , Bike ® , Cross Creek ® , Moving Comfort ® , Spalding ® , Infusion ® , Dudley ® , American Athletic ® , and Brooks ® and variations of these brands as well as other trademarks. We have similar trademark registrations internationally. We also have worldwide licenses to use certain registered Mossy Oak ® and Huffy Sports ® trademarks. The protection of our trademarks is important to our business. We believe that our registered and common law trademarks have significant value and these trademarks are instrumental to our ability to create and sustain demand for our products.

In December 2004, we entered into a new eight-year global partnership with the NBA, under which Spalding maintains its exclusive rights to produce and sell a complete line of NBA and team-identified basketballs (including the official game ball of the NBA). The Spalding ® NBA Game Ball will continue to be the only basketball used during all NBA practices, exhibitions, games and international competitions, and Spalding will also continue to serve as the official ball of the WNBA and NBDL, the NBA’s developmental league. The agreements also provide for Spalding and Huffy Sports to have exclusive rights to produce and sell NBA branded backboards and certain accessories to the retail channel. The agreements require us to (i) pay certain licensing fees, including fixed minimum fees plus a percentage of net sales of products, (ii) expend certain minimum amounts on advertising and promotion of NBA products, and (iii) provide a specified amount of product to the NBA and NBA teams free of charge. If we fail to comply with the material terms of the NBA agreements, including the obligation to pay licensing fees, the NBA may terminate the agreements.

Our Mossy Oak ® license from Haas Outdoors is perpetual and permits us to use certain of the licensor’s trademarks, service marks, trade names, logos, and copyrights on apparel and accessories. This license is non-exclusive for certain products including accessories, gloves, headwear, footwear, bags, and products incorporating performance features such as special fabrics. The Mossy Oak ® license also requires that we pay a licensing fee calculated as a percentage of net sales from our Mossy Oak ® products. If we fail to comply with the material terms of the Mossy Oak ® license, including the obligation to make royalty payments, Haas Outdoors may terminate the license. Our Huffy Sports ® license is perpetual and non-royalty bearing.

We have three non-exclusive licenses with licensing agents that cover approximately 338 colleges and universities. One of those licenses expires in September 2006 and another expires in March 2007. The third license automatically renews for rolling one-year terms, but is subject to termination without cause at any time on 90 days notice. We also have approximately 43 licenses directly with colleges and universities that are generally for one to two year terms and require us to pay a licensing fee of a percentage of net sales.

Product innovation is a highly important factor in our sporting goods and athletic equipment businesses and many of the innovations in the products marketed by those businesses have been patented. The loss of any of our patents could result in increased competition and reduced sales and margins of these products. However, we do not believe that the loss of any one patent would have a material effect on our business, results of operations and financial condition.

Competition

Competition in the apparel, sports equipment and athletic footwear industries varies by product line and we expect competition to intensify in all of our businesses. While no single competitor dominates any channel in which we operate, some of our competitors are larger, more diversified and have greater financial and other resources than we do. We, and others in our industry, face competition on many fronts, including, without limitation: (i) quality of product; (ii) brand recognition; (iii) price; (iv) product differentiation; (v) advertising; and (vi) customer service. We also compete with other global companies, many of which may have lower costs. Our ability to remain competitive in the areas of quality, price, marketing, product development, manufacturing, distribution, and order processing will, in large part, determine our future success. Our primary competitors in the Sporting Goods segment are adidas, ASICS, Champion, Lifetime, New Balance, Nike, Under Armour, and Wilson. Our primary competitors in the Activewear segment are Fruit of the Loom, Gildan, Hanes, and various private label and house brands. Competitors in the All Other segment consist of a wide variety of traditional textile companies, both foreign and domestic.

Employees

As of December 31, 2005, we employed approximately 15,500 persons. We have never had a strike or work stoppage and consider our relationship with our employees to be good.

Regulation

We are subject to federal, state and local laws and regulations affecting our business, including, but not limited to, those promulgated under the Occupational Safety and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, and the rules and regulations of the Consumer Products Safety Commission and various environmental laws and regulations. We believe that we are in compliance with all applicable governmental regulations under these statutes. We also believe that we are in compliance with all current environmental requirements and we expect no material environmental expenditures in the foreseeable future to maintain such compliance.

Our shareholders approved a proposal to change the Company’s state of incorporation from Alabama to Delaware (the “reincorporation”) at the annual meeting of shareholders held on April 21, 2004. On April 27, 2005, we completed the reincorporation.

Available Information

Our Internet address is www.russellcorp.com and our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available, free of charge, through the Investor Relations section of our website as soon as reasonably practicable after filing with the Securities and Exchange Commission.

Forward-Looking Information

This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains certain statements that describe our beliefs concerning future business conditions, prospects, growth opportunities, and the outlook for the Company based upon currently available information. Wherever possible, we have identified these “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”)) by words such as “anticipates,” “believes,” “could,” “may,” “intends,” “estimates,” “expects,” “projects,” and similar phrases. We include such statements because we believe it is important to communicate our future expectations to our stockholders, and we therefore make such forward-looking statements in reliance upon the safe harbor provisions of the Act. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any projections of net sales, gross margin, expenses, or earnings or losses from operations. These forward-looking statements are based upon assumptions we believe are reasonable.

Such forward-looking statements are subject to risks and uncertainties that could cause our actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements. Factors that could affect our financial performance or cause actual results to differ from estimates in, or underlying, such forward-looking statements include, among others, those set forth under Item 1A. “Risk Factors” and the following:

  a) changes in economic conditions such as changes in interest rates, currency exchange rates, commodity prices, and other external and political factors over which we have no control;

  b) changes in environmental and other laws and regulations;

  c) significant competitive activity, including, but not limited to, promotional and price competition;

  d) inherent risks in the marketplace associated with new products;

  e) changes in customer demand for our products and our ability to maintain customer relationships and grow our business;

  f) the ultimate cost of our restructuring, and our ability to complete the restructuring and achieve cost reductions within the projected time frame and with the expected savings;

  g) the collectibility of receivables from our customers;

  h) our debt structure, cash management and cash requirements;

  i) estimates and assumptions utilized in our accounting practices;

  j) risks associated with our new Honduras textile operation;

  k) our ability to efficiently utilize plants and equipment;

  l) our management of inventory levels and working capital;

  m) our investments in capital expenditures; and

  n) other risk factors listed from time to time in our SEC filings.

The risks listed above are not exhaustive and other sections of this Annual Report on Form 10-K may include additional factors that could adversely affect our business, financial condition, results of operations, and cash flows. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 1A. RISK FACTORS

The following factors, as well as factors described elsewhere in this Form 10-K or in other filings with the Securities and Exchange Commission, could adversely affect our consolidated financial position, results of operations or cash flows. Other factors not presently known to us or that we presently believe are not material could also affect our business operations and financial results.

We may fail to realize the cost savings and other benefits that we expect from our restructuring and cost savings initiatives and any savings that we do achieve may be offset by other competitive pressures.

In January 2006, we announced a restructuring that includes a number of specific actions which, combined with planned focused marketing efforts, improved asset utilization and efficiency improvements, have been developed to improve our long-term competitiveness. We expect these efforts to lead to increased sales, higher margins and improved profitability. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If we cannot successfully implement the strategic cost reductions included in our restructuring or other cost savings plans, we may not realize all anticipated cost savings and other benefits. Moreover, even if we realize the benefits of our efforts, any cost savings that we achieve may be offset by pressures from our customers to reduce prices or by higher fiber costs, higher costs associated with adding product features, higher energy and higher general and administrative expenses. Our failure to realize the anticipated benefits of our initiatives could have a material adverse effect on our business, results of operations and financial condition.

We rely on a few customers for a significant portion of our sales and we generally do not have any long-term contracts with any of these customers.

Some of our customers are material to our business and results of operations. For fiscal 2005, 2004 and 2003 respectively, Wal-Mart and its subsidiaries, our largest customer, represented approximately 16.9%, 19.3% and 21.2% of our consolidated gross sales. Our sales to Wal-Mart may increase or decrease in any given year, dependent upon Wal-Mart merchandising and sourcing decisions. In 2005, Wal-Mart notified us that we would not be the sole supplier of their boys’ basic fleece business, beginning in 2006. Our top ten customers accounted for approximately 38.9% of our 2005 gross sales as compared to 44% in 2004. We believe that consolidation in the retail industry, particularly in the sporting goods retail industry, and the strength of our customers have given certain customers the ability to make greater demands over suppliers such as us and we expect this trend to continue. However, we also believe that this consolidation may afford us greater cost savings potential as a result of more advantageous economies of scale, as we have such a broad array of products and brands focused on the sporting goods market. If consolidation continues, our sales and results of operations may be increasingly sensitive to

deterioration in the financial condition of, or other adverse developments with, one or more of our customers. Although we believe that our relationships with our major customers are good, we generally do not have long-term contracts with any of them, which is typical of our industry. As a result, although our customers provide indications of their product needs and purchases on a season by season basis, they generally purchase our products on an order-by-order basis and the relationship, as well as particular orders, can be terminated at any time. The loss of, or significant decrease in, business from any of our major customers could have a material adverse effect on our business, results of operations and financial condition.

We are dependent on joint ventures and other third parties for the purchase of yarn and other raw materials and the manufacture or sourcing of our products and if these parties fail to perform, we may not meet the demands of our customers.

Our apparel business produces most of its yarn in the joint venture we established with Frontier Spinning Mills and purchases the remainder from our joint venture partner and other third-party suppliers. In addition, we outsource a portion of our sewing and assembly requirements for our products sold in the United States and Canada. Most of the products offered by our sporting goods and athletic equipment businesses are sourced from third party contractors outside the United States or manufactured by third-party contractors. Our dependence on third parties for manufacturing and raw materials production and for sourcing of finished products could subject us to difficulties in obtaining timely delivery of products that meet our quality standards. Although we monitor the performance of our contractors, we cannot assure you that they will deliver our products in a timely manner or that they will meet our quality standards. In this event, failure to satisfy our customers’ requirements could result in our customers canceling orders, demanding reduced prices, refusing to accept orders or reducing future orders, any of which could materially adversely affect our business, results of operations and financial condition.

We do not have long-term supply contracts for any of our raw materials other than, for yarn, through our joint venture with Frontier Spinning Mills. As a result, other than with respect to Frontier Yarns, either we or our suppliers or manufacturers may unilaterally terminate the relationship at any time. In addition, we also compete for quality contractors, some of which have long-standing relationships with our competitors. After an initial period of disruption, we believe there are readily available alternative sources of supply and manufacturers; however, if we are unable to secure or maintain our relationships with suppliers and manufacturers, or experience a delay in obtaining an alternative source of supply, we may not be able to fulfill our customers’ requirements, which could have a material adverse effect on our business, results of operations and financial condition.

Our success is dependent upon the continued protection of our trademarks and other intellectual property rights. We may be forced to incur substantial costs to protect our intellectual property and, if we are unable to protect our intellectual property, the image of one or more of our brands may suffer.

Our registered and common law trademarks have significant value and some of our trademarks are instrumental to our ability to create and sustain demand for and market our products. We cannot assure you that third parties will not assert claims to our trademarks and other intellectual property or that we will be able to successfully resolve those claims. In addition, while we seek international protection of our intellectual property, the laws of some foreign countries may not allow us to protect our intellectual property to the same extent as the laws of the United States. In addition, we could incur substantial costs to defend legal actions taken against us relating to our use of trademarks, which could have a material adverse effect on our business, results of operations and financial condition.

Product innovation is a highly important factor in our sporting goods and athletic equipment businesses and many of the innovations in the products marketed by those businesses have been patented.

The demand for some of our products is cyclical and a downturn in the economy may reduce purchases of our products which could adversely affect our financial performance.

The apparel, sporting goods and footwear industries historically have been subject to substantial cyclical variations. As domestic and international economic conditions change, trends in discretionary consumer spending become

unpredictable and could be subject to reductions due to uncertainties about the future. When consumers reduce discretionary spending, purchases of specialty apparel, footwear and sporting goods may decline. Many of our products, particularly our premium Russell Athletic, Brooks and artwear products, are discretionary purchases. Any substantial decline in general economic conditions could affect consumer and corporate spending habits and have an adverse effect on our business, results of operations and financial condition.

The demand for some of our products is seasonal and unseasonably warm weather would likely reduce the demand for our core fleece products.

Our results of operations are affected by numerous factors, including seasonal variations. Typically, demand for our apparel products is higher during the third and fourth quarters of each fiscal year. Weather conditions also affect the demand for our apparel products, particularly for our fleece (sweatshirts and sweatpants) products. Demand in our basketball and basketball equipment business is typically higher in the second and fourth quarters, but is not as pronounced as the seasonality of our fleece business. Typically, demand for Brooks’ products is slightly higher in the first half of the year. Generally, we produce and store finished goods inventory, particularly fleece, to meet the expected demand for delivery in the upcoming season. If, after producing and storing inventory in anticipation of seasonal deliveries, demand is significantly less than expected, we may hold inventory for extended periods of time, sell excess inventory at reduced prices or write down our inventories. Those events would adversely affect our results of operations. Reduced demand could also result in lower plant and equipment utilization, which would have a negative impact on our business, results of operations and financial condition. In addition, due to the time that may elapse between production and shipment of goods, prices may not immediately reflect changes in our cost of raw materials and other costs.

Our business outside of the United States exposes us to uncertain conditions in overseas markets, including fluctuations in currency exchange rates.

Our foreign operations subject us to risks customarily associated with foreign operations. Net sales are collected in the local currency and we are exposed to the risk of changes in social, political and economic conditions inherent in operating in foreign countries, including:

  a) currency fluctuations;

  b) import and export license requirements;

  c) trade restrictions;

  d) changes in tariffs and taxes;

  e) restrictions on repatriating foreign profits back to the United States;

  f) foreign laws and regulations;

  g) difficulties in staffing and managing international operations;

  h) political unrest; and

  i) disruptions or delays in shipments.

We have foreign currency exposures relating to buying, selling and financing in currencies other than our functional currencies. We also have foreign currency exposure related to foreign denominated revenues and costs translated into U.S. dollars. Fluctuations in foreign currency exchange rates may affect the results of our operations and the value of our foreign assets, which in turn may adversely affect reported earnings and the comparability of period-to-period results of operations. Changes in currency exchange rates may affect the relative prices at which we and foreign competitors sell products in the same market. In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations. We cannot assure you that management of our foreign currency exposure will protect us from fluctuations in foreign currency exchange rates. Fluctuations in foreign currency exchange rates could have a material adverse effect on our business, results of operations and financial condition.

We are also subject to taxation in foreign jurisdictions. In addition, transactions between us and our foreign subsidiaries may be subject to United States and foreign withholding taxes. Applicable tax rates in foreign jurisdictions differ from those of the United States, and change periodically.

The raw materials used to manufacture our products are subject to price volatility which could increase our costs.

The raw materials used to manufacture our products are subject to price volatility caused by weather, supply conditions, government regulations, economic climate and other unpredictable factors. In addition, fluctuations in petroleum prices can influence the prices of chemicals, dyestuffs and polyester yarn. To reduce the risk caused by market fluctuations, we have in the past entered into futures contracts to hedge commodity prices, principally cotton, on portions of anticipated purchases. However, we do not currently hold any significant hedging positions and have no present intention to engage in further commodity hedging. The supply agreement with our yarn joint venture provides for pricing to be calculated on a conversion cost basis plus the actual cost of raw materials. We direct the timing and pricing of cotton purchases by the joint venture.

If one or more of our competitors is able to reduce their production costs by taking advantage of any reductions in raw material prices, we may face pricing pressures from those competitors and may be forced to reduce our prices or face a decline in net sales, either of which could have a material adverse effect on our business, results of operations and financial condition.

The apparel and footwear industries are subject to consumer preferences and if we misjudge consumer preferences, the image of one or more of our brands may suffer and the demand for our products may decrease.

The apparel and footwear industries are subject to shifting consumer demands and evolving fashion trends and our success is dependent upon our ability to anticipate and promptly respond to these changes. While the core of our apparel offerings is basic activewear and less subject to style trends, we do market a considerable number of performance products. Failure to anticipate, identify or promptly react to changing trends, styles, or brand preferences may result in decreased demand for our products, as well as excess inventories and markdowns, which could have a material adverse effect on our business, results of operations, and financial condition. In addition, if we misjudge consumer preferences, our brand image may be significantly impaired. At the same time, while we believe it is important to manage our inventory, this focus may result in not having an adequate supply of products to meet our customers’ demand and cause us to lose sales.

We have substantial debt and interest payment requirements that may restrict our operations and impair our ability to meet our obligations.

Our level of indebtedness could restrict our operations and make it more difficult for us to fulfill our obligations. Among other things, our indebtedness may:

  a) limit our ability to obtain additional financing for working capital, capital expenditures, strategic acquisitions and general corporate purposes;

  b) require us to dedicate all or a substantial portion of our cash flow to service our debt, which would reduce funds available for other business purposes, such as capital expenditures or acquisitions;

  c) limit our flexibility in planning for or reacting to changes in the markets in which we compete;

  d) place us at a competitive disadvantage relative to our competitors with less indebtedness;

  e) render us more vulnerable to general adverse economic and industry conditions; and

  f) make it more difficult for us to satisfy our financial obligations.

We and our subsidiaries may still be able to incur substantially more debt. The terms of the agreements governing our outstanding indebtedness permit additional borrowings. Our incurrence of additional debt could further increase the risks above.

Although there can be no assurances, we believe that the level of borrowings available to us, in addition to permitted sale/leaseback transactions combined with cash provided by our operations, will be sufficient to provide for our cash requirements. However, our ability to satisfy our obligations will depend on our future operating performance and financial results, which will be subject, in part, to factors beyond our control, including interest rates and general economic, financial and business conditions. If we are unable to generate sufficient cash flow to service our debt, we may be required to:

  a) refinance all or a portion of our debt;

  b) obtain additional financing;

  c) sell some of our assets or operations;

  d) reduce or delay capital expenditures; or

  e) revise or delay our strategic plans.

If we are required to take any of these actions, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot assure you that we would be able to take any of these actions, that these actions would enable us to continue to satisfy our capital requirements or that these actions would be permitted under the terms of our various debt instruments.

The covenants in the agreements governing our outstanding indebtedness impose restrictions that may limit our operating and financial flexibility and prevent us from engaging in transactions that we wish to consummate.

The instruments governing our outstanding indebtedness contain a number of significant restrictions and covenants that limit our ability and our subsidiaries’ ability to:

  a) incur liens and debt or provide guarantees regarding the obligations of any other person;

  b) issue redeemable preferred stock and subsidiary preferred stock;

  c) increase our common stock dividends above specified levels;

  d) make redemptions and repurchases of capital stock;

  e) make loans, investments and capital expenditures;

  f) prepay, redeem or repurchase debt;

  g) engage in mergers, acquisitions, consolidations and asset dispositions;

  h) engage in sale/leaseback transactions and affiliate transactions;

  i) change our business, amend certain of our agreements and issue and sell capital stock of subsidiaries; and

  j) restrict distributions from subsidiaries.

The apparel industry is subject to pricing pressures that may cause us to lower the prices we charge for our products and adversely impact our financial performance, such as our gross margins.

Prices in the apparel industry have been declining over the past several years primarily as a result of the trend to move sewing operations offshore, the introduction of new manufacturing technologies, growth of the mass retail channel of distribution, increased competition, and consolidation in the retail industry.

Products produced and sewn offshore generally cost less to make primarily because labor costs are lower.

Many of our competitors also source their product requirements from developing countries to achieve a lower cost operating environment, possibly in environments with lower costs than our offshore operations, and those manufacturers may use these cost savings to reduce prices.

To remain competitive, we must adjust our prices from time to time in response to these industry-wide pricing pressures. Our financial performance may be negatively affected by these pricing pressures if:

  a) we are forced to reduce our prices and we cannot reduce our production costs; or

  b) our production costs increase and we cannot increase our prices.

The markets in which we operate are highly competitive.

The markets in which we operate are extremely competitive. Some of our competitors are larger, more diversified and have greater financial and other resources than we do. Competition could result in reduced sales or prices, or both, which could have a material adverse effect on us. We, and other participants in our industry, face competition on many fronts, including:

  a) quality of product;

  b) brand recognition;

  c) price;

  d) product differentiation;

  e) advertising; and

  f) customer service.

We expect competition to intensify in each of our strategic business units. We also compete with other global companies, which may have lower costs. Our ability to remain competitive in the areas of quality, price, marketing, product development, manufacturing, distribution and order processing will, in large part, determine our future success. We cannot assure you that we will continue to compete successfully.

Changing international trade regulation may increase competition in our industry. Future quotas, duties or tariffs may increase our costs or limit the amount of products that we can import into a country.

The countries in which our products are manufactured or into which our goods are imported may from time to time impose safeguards, duties, tariffs, and requirements as to where raw materials must be purchased, additional workplace regulations, or other restrictions on our imports or adversely modify existing restrictions. Adverse changes in these costs and restrictions could harm our business. We cannot assure you that future trade agreements will not provide our competitors an advantage over us, or increase our costs, either of which could have a material adverse effect on our business, results of operations and financial condition.

Our operations are also subject to the effects of international trade agreements and regulations such as the North American Free Trade Agreement, the Caribbean Basin Trade Partnership Act, the U.S. – Dominican Republic – Central America Free Trade Agreement and the activities and regulations of the World Trade Organization. Generally, these trade agreements benefit our business by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country. However, some trade agreements can also impose requirements that negatively impact our business, such as limiting the countries from which we can purchase raw materials and setting limits on products that may be imported into the United States from a particular country. In addition, trade organizations may commence a new round of trade negotiations that liberalize textile trade. The elimination of safeguards may result in increased competition from developing countries which historically have lower labor costs. This increased competition could have a material adverse effect on our business, results of operations and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.