HBI-2013.06.29-10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 10-Q
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2013
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission file number: 001-32891
 
 
 
Hanesbrands Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
 
20-3552316
(State of incorporation)
 
(I.R.S. employer
identification no.)
 
 
1000 East Hanes Mill Road
Winston-Salem, North Carolina
 
27105
(Address of principal executive office)
 
(Zip code)
(336) 519-8080
(Registrant’s telephone number including area code)
 
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
x
 
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of July 26, 2013, there were 99,003,009 shares of the registrant’s common stock outstanding.
 


Table of Contents

TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Trademarks, Trade Names and Service Marks
We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks that we own or have rights to use that may appear in this Quarterly Report on Form 10-Q include the Hanes, Champion, C9 by Champion, Bali, Playtex, Just My Size, L’eggs, barely there, Wonderbra, Gear for Sports, Zorba, Sol y Oro and Rinbros marks, which may be registered in the United States and other jurisdictions. We do not own any trademark, trade name or service mark of any other company appearing in this Quarterly Report on Form 10-Q.


Table of Contents

FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “intend,” “anticipate,” “plan,” “continue” or similar expressions. In particular, statements under the heading “Outlook” and other information appearing under “Management's Discussion and Analysis of Financial Condition and Results of Operations” include forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Specifically, with respect to statements regarding our pending acquisition of Maidenform Brands, Inc. (“Maidenform”), these factors include, but are not limited to, events that could give rise to a termination of the merger agreement or failure to receive necessary approvals or funding for the acquisition, the outcome of any litigation related to the acquisition, the level of expenses and other charges related to the acquisition and the funding thereof, and our ability to achieve expected synergies and successfully complete the integration of Maidenform.
Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, there can be no assurance that the expectation or belief will result or will be achieved or accomplished. Risks and uncertainties that could cause actual results or events to differ materially from those anticipated include risks associated with our ability to consummate our pending acquisition of Maidenform and to realize the benefits anticipated from the acquisition, as well as the risks disclosed in our reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 29, 2012, under the caption “Risk Factors,” as well in the “Investors” section of the company's corporate website, www.hanesbrands.com.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K for the year ended December 29, 2012, particularly under the caption “Risk Factors.” We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect, read and copy these reports, proxy statements and other information at the SEC’s Public Reference Room, which is located at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information regarding the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that makes available reports, proxy statements and other information regarding issuers that file electronically.
We make available free of charge at www.hanesbrands.com (in the “Investors” section) copies of materials we file with, or furnish to, the SEC. By referring to our corporate website, www.hanesbrands.com, or any of our other websites, we do not incorporate any such website or its contents into this Quarterly Report on Form 10-Q.


1

Table of Contents

PART I

Item 1.
Financial Statements

HANESBRANDS INC.
Condensed Consolidated Statements of Income (Loss)
(in thousands, except per share amounts)
(unaudited)

 
Quarter Ended
 
Six Months Ended
 
June 29, 2013
 
June 30, 2012
 
June 29, 2013
 
June 30, 2012
Net sales
$
1,199,205

 
$
1,180,651

 
$
2,144,666

 
$
2,153,784

Cost of sales
763,723

 
813,719

 
1,381,885

 
1,531,738

Gross profit
435,482

 
366,932

 
762,781

 
622,046

Selling, general and administrative expenses
254,035

 
246,981

 
496,191

 
491,450

Operating profit
181,447

 
119,951

 
266,590

 
130,596

Other expenses
751

 
811

 
1,215

 
1,456

Interest expense, net
25,221

 
36,611

 
50,844

 
73,606

Income from continuing operations before income tax expense
155,475

 
82,529

 
214,531

 
55,534

Income tax expense
33,889

 
15,213

 
41,566

 
12,489

Income from continuing operations
121,586

 
67,316

 
172,965

 
43,045

Loss from discontinued operations, net of tax

 
(66,085
)
 

 
(68,644
)
Net income (loss)
$
121,586

 
$
1,231

 
$
172,965

 
$
(25,599
)
 
 
 
 
 
 
 
 
Earnings (loss) per share — basic:
 
 
 
 
 
 
 
Continuing operations
$
1.22

 
$
0.68

 
$
1.74

 
$
0.44

Discontinued operations

 
(0.67
)
 

 
(0.70
)
Net income (loss)
$
1.22

 
$
0.01

 
$
1.74

 
$
(0.26
)
 
 
 
 
 
 
 
 
Earnings (loss) per share — diluted:
 
 
 
 
 
 
 
Continuing operations
$
1.19

 
$
0.67

 
$
1.70

 
$
0.43

Discontinued operations

 
(0.66
)
 

 
(0.69
)
Net income (loss)
$
1.19

 
$
0.01

 
$
1.70

 
$
(0.26
)


See accompanying notes to Condensed Consolidated Financial Statements.
2

Table of Contents

HANESBRANDS INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)

 
Quarter Ended
 
Six Months Ended
 
June 29, 2013
 
June 30, 2012
 
June 29, 2013
 
June 30, 2012
Net income (loss)
$
121,586

 
$
1,231

 
$
172,965

 
$
(25,599
)
Other comprehensive income (loss), net of tax of $2,175, $1,054, $3,671 and $2,776, respectively
(3,260
)
 
(1,609
)
 
(1,904
)
 
3,315

Comprehensive income (loss)
$
118,326

 
$
(378
)
 
$
171,061

 
$
(22,284
)


See accompanying notes to Condensed Consolidated Financial Statements.
3

Table of Contents

HANESBRANDS INC.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(unaudited)

 
June 29, 2013
 
December 29, 2012
Assets
 
 
 
Cash and cash equivalents
$
82,305

 
$
42,796

Trade accounts receivable, net
616,622

 
506,278

Inventories
1,337,174

 
1,253,136

Deferred tax assets
168,208

 
166,189

Other current assets
55,655

 
59,126

Total current assets
2,259,964

 
2,027,525

 
 
 
 
Property, net
576,580

 
596,158

Trademarks and other identifiable intangibles, net
114,525

 
120,114

Goodwill
432,950

 
433,300

Deferred tax assets
406,779

 
397,529

Other noncurrent assets
58,732

 
57,074

Total assets
$
3,849,530

 
$
3,631,700

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Accounts payable
$
442,270

 
$
403,644

Accrued liabilities
250,953

 
271,972

Notes payable
30,305

 
26,216

Accounts Receivable Securitization Facility
170,479

 
173,836

Total current liabilities
894,007

 
875,668

Long-term debt
1,374,500

 
1,317,500

Pension and postretirement benefits
415,276

 
446,267

Other noncurrent liabilities
121,609

 
105,399

Total liabilities
2,805,392

 
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 — 99,003,030 and 98,269,868, respectively
990

 
983

Additional paid-in capital
298,399

 
292,029

Retained earnings
1,064,266

 
911,467

Accumulated other comprehensive loss
(319,517
)
 
(317,613
)
Total stockholders’ equity
1,044,138

 
886,866

Total liabilities and stockholders’ equity
$
3,849,530

 
$
3,631,700



See accompanying notes to Condensed Consolidated Financial Statements.
4

Table of Contents

HANESBRANDS INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

 
Six Months Ended
 
June 29, 2013
 
June 30, 2012
Operating activities:
 
 
 
Net income (loss)
$
172,965

 
$
(25,599
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization of long-lived assets
45,630

 
47,049

Impairment of intangibles

 
37,597

Loss on disposition of business

 
31,616

Amortization of debt issuance costs
3,358

 
4,891

Stock compensation expense
5,003

 
3,849

Deferred taxes and other
2,444

 
(3,325
)
Changes in assets and liabilities, net of disposition of business:
 
 
 
Accounts receivable
(115,907
)
 
(126,562
)
Inventories
(91,466
)
 
131,571

Other assets
(4,813
)
 
17,307

Accounts payable
42,808

 
(51,287
)
Accrued liabilities and other
(41,696
)
 
(54,367
)
Net cash provided by operating activities
18,326

 
12,740

 
 
 
 
Investing activities:
 
 
 
Capital expenditures
(16,173
)
 
(19,005
)
Disposition of business

 
12,903

Net cash used in investing activities
(16,173
)
 
(6,102
)
 
 
 
 
Financing activities:
 
 
 
Borrowings on notes payable
62,954

 
31,868

Repayments on notes payable
(58,671
)
 
(47,554
)
Borrowings on Accounts Receivable Securitization Facility
81,358

 
104,043

Repayments on Accounts Receivable Securitization Facility
(84,715
)
 
(100,870
)
Borrowings on Revolving Loan Facility
1,970,000

 
1,494,500

Repayments on Revolving Loan Facility
(1,913,000
)
 
(1,493,500
)
Cash dividends paid
(19,797
)
 

Proceeds from stock options exercised
5,279

 
731

Taxes paid related to net shares settlement of equity awards
(20,004
)
 

Excess tax benefit from stock-based compensation
14,892

 
50

Other
259

 
(882
)
Net cash provided by (used in) financing activities
38,555

 
(11,614
)
Effect of changes in foreign exchange rates on cash
(1,199
)
 
(707
)
Increase (decrease) in cash and cash equivalents
39,509

 
(5,683
)
Cash and cash equivalents at beginning of year
42,796

 
35,345

Cash and cash equivalents at end of period
$
82,305

 
$
29,662



See accompanying notes to Condensed Consolidated Financial Statements.
5

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements
(dollars and shares in thousands, except per share data)
(unaudited)



(1)
Basis of Presentation
These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management believes that the disclosures made are adequate for a fair statement of the results of operations, financial condition and cash flows of Hanesbrands Inc., a Maryland corporation, and its consolidated subsidiaries (the “Company” or “Hanesbrands”). In the opinion of management, the condensed consolidated interim financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates.
These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.
In May 2012, the Company sold its European imagewear business and completed the discontinuation of its private-label and Outer Banks domestic imagewear operations which served wholesalers that sell to the screen-print industry. As a result of these actions, the prior-year disclosures reflect these operations as discontinued operations.
(2)
Recent Accounting Pronouncements
Presentation of Comprehensive Income
In February 2013, the Financial Accounting Standards Board (the “FASB”) issued a final rule related to the reporting of amounts reclassified out of accumulated other comprehensive income that requires entities to report, either on their income statement or in a footnote to their financial statements, the effects on earnings from items that are reclassified out of other comprehensive income. The new accounting rules were effective for the Company in the first quarter of 2013. The adoption of the new accounting rules did not have a material effect on the Company’s financial condition, results of operations or cash flows.
Disclosures About Offsetting Assets and Liabilities
In December 2011, the FASB issued new accounting rules related to new disclosure requirements regarding the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The new rules are effective for the Company in the first quarter of 2014 with retrospective application required. The Company does not expect the adoption of the new accounting rules to have a material effect on the Company’s financial condition, results of operations or cash flows.

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Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

(3)
Earnings Per Share
Basic earnings per share (“EPS”) was computed by dividing net income by the number of weighted average shares of common stock outstanding. Diluted EPS was calculated to give effect to all potentially dilutive shares of common stock using the treasury stock method. The reconciliation of basic to diluted weighted average shares outstanding is as follows:
 
 
Quarter Ended
 
Six Months Ended
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
Basic weighted average shares outstanding
99,855

 
98,572

 
99,624

 
98,553

Effect of potentially dilutive securities:
 
 
 
 
 
 
 
Stock options
1,494

 
1,158

 
1,437

 
1,110

Restricted stock units
663

 
335

 
668

 
298

Employee stock purchase plan and other
1

 
1

 

 
1

Diluted weighted average shares outstanding
102,013

 
100,066

 
101,729

 
99,962


For the quarters ended June 29, 2013 and June 30, 2012, 0 and 515 restricted stock units, respectively, were excluded from the diluted earnings per share calculation, and for the six months ended June 29, 2013 and June 30, 2012, 0 and 515 restricted stock units, respectively, were excluded from the diluted earnings per share calculation because their effect would be anti-dilutive. There were no options to purchase common stock excluded from the diluted earnings per share calculation because their effect would be anti-dilutive, for any period presented.
(4)
Inventories
Inventories consisted of the following: 
 
June 29, 2013
 
December 29, 2012
Raw materials
$
187,315

 
$
167,883

Work in process
137,086

 
143,713

Finished goods
1,012,773

 
941,540

 
$
1,337,174

 
$
1,253,136

(5)
Debt
Debt consisted of the following: 
 
Interest Rate as of June 29, 2013
 
Principal Amount
 
Maturity Date
 
June 29, 2013
 
December 29, 2012
 
Revolving Loan Facility
2.74%
 
$
124,500

 
$
67,500

 
July 2017
6.375% Senior Notes
6.38%
 
1,000,000

 
1,000,000

 
December 2020
8% Senior Notes
8.00%
 
250,000

 
250,000

 
December 2016
Accounts Receivable Securitization Facility
1.25%
 
170,479

 
173,836

 
March 2014
 
 
 
1,544,979

 
1,491,336

 
 
Less current maturities
 
 
170,479

 
173,836

 
 
 
 
 
$
1,374,500

 
$
1,317,500

 
 

As of June 29, 2013, the Company had $463,699 of borrowing availability under the $600,000 revolving credit facility (the “Revolving Loan Facility”) under the senior secured credit facility after taking into account outstanding borrowings and $11,801 of standby and trade letters of credit issued and outstanding under this facility.


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Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

In July 2013, the Company amended the Revolving Loan Facility. See Note 13, “Subsequent Events,” for additional information.
In March 2013, the Company amended the accounts receivable securitization facility that it entered into in November 2007 (the “Accounts Receivable Securitization Facility”). This amendment decreased certain fee rates and extended the termination date to March 2014.
As of June 29, 2013, the Company was in compliance with all financial covenants under its credit facilities.
(6)
Accumulated Other Comprehensive Loss
The components of Accumulated other comprehensive loss (“AOCI”) are as follows:
 
 
Cumulative Translation Adjustment
 
Foreign Exchange Contracts
 
Defined Benefit Plans
 
Income Taxes
 
Accumulated Other Comprehensive Loss
 
 
 
 
 
Balance at December 29, 2012
 
$
(8,340
)
 
$
853

 
$
(512,558
)
 
$
202,432

 
$
(317,613
)
Amounts reclassified from accumulated other comprehensive loss
 

 
(5
)
 
7,709

 
(3,023
)
 
4,681

Current-period other comprehensive income (loss) activity
 
(7,561
)
 
1,624

 

 
(648
)
 
(6,585
)
Balance at June 29, 2013
 
$
(15,901
)
 
$
2,472

 
$
(504,849
)
 
$
198,761

 
$
(319,517
)
The Company had the following reclassifications out of Accumulated other comprehensive loss:
Component of AOCI
 
Location of Reclassification into Income
 
Amount of Reclassification from AOCI
 
Amount of Reclassification from AOCI
 
 
Quarter Ended
 
Six Months Ended
 
 
June 29, 2013
 
June 30, 2012
 
June 29, 2013
 
June 30, 2012
Gain (loss) on foreign exchange contracts
 

Cost of sales
 
$
47

 
$
(9
)
 
$
5

 
$
(43
)
 
 
Income tax benefit
 
(19
)
 
4

 
(2
)
 
17

 
 
Net of tax
 
$
28

 
$
(5
)
 
$
3

 
$
(26
)
 
 
 
 
 
 
 
 
 
 
 
Amortization of loss on interest rate hedge
 

Interest expense, net
 
$

 
$
(1,045
)
 
$

 
$
(2,159
)
 
 
Income tax benefit
 

 
416

 

 
859

 
 
Net of tax
 
$

 
$
(629
)
 
$

 
$
(1,300
)
 
 
 
 
 
 
 
 
 
 
 
Amortization of deferred actuarial loss and prior service cost
 
Selling, general and administrative expenses
 
$
(3,847
)
 
$
(3,989
)
 
$
(7,709
)
 
$
(7,978
)
 
 
Income tax benefit
 
1,485

 
1,590

 
3,025

 
3,180

 
 
Net of tax
 
$
(2,362
)
 
$
(2,399
)
 
$
(4,684
)
 
$
(4,798
)
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications
 
 
 
$
(2,334
)
 
$
(3,033
)
 
$
(4,681
)
 
$
(6,124
)




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Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

(7)
Financial Instruments and Risk Management
The Company uses forward foreign exchange contracts to manage its exposures to movements in foreign exchange rates. As of June 29, 2013, the notional U.S. dollar equivalent of commitments to sell and purchase foreign currencies within the Company’s derivative portfolio was $94,889 and $8,914 respectively, primarily consisting of contracts hedging exposures to the Mexican peso, Canadian dollar, Australian dollar, Brazilian real and Japanese yen.
Fair Values of Derivative Instruments
The fair values of derivative financial instruments recognized in the Condensed Consolidated Balance Sheets of the Company were as follows:
 
Balance Sheet Location
 
Fair Value
 
June 29,
2013
 
December 29,
2012
Hedges
Other current assets
 
$
1,545

 
$
708

Non-hedges
Other current assets
 
507

 
380

Total derivative assets
 
 
$
2,052

 
$
1,088

 
 
 
 
 
 
Hedges
Accrued liabilities
 
$
(21
)
 
$
(184
)
Non-hedges
Accrued liabilities
 
(545
)
 
(84
)
Total derivative liabilities
 
 
$
(566
)
 
$
(268
)
 
 
 
 
 
 
Net derivative asset
 
 
$
1,486

 
$
820

Cash Flow Hedges
The Company uses forward foreign exchange contracts to reduce the effect of fluctuating foreign currencies on short-term foreign currency-denominated transactions, foreign currency-denominated investments, and other known foreign currency exposures. Gains and losses on these contracts are intended to offset losses and gains on the hedged transaction in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates.
The Company expects to reclassify into earnings during the next 12 months a net loss from Accumulated other comprehensive loss of approximately $1,735.
The changes in fair value of derivatives excluded from the Company’s effectiveness assessments and the ineffective portion of the changes in the fair value of derivatives used as cash flow hedges are reported in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Income (Loss).
The effect of cash flow hedge derivative instruments on the Condensed Consolidated Statements of Income (Loss) and Accumulated other comprehensive loss is as follows:
  
Amount of
Gain (Loss)
Recognized in
Accumulated Other
Comprehensive Loss
(Effective Portion)
 
Amount of
Gain  (Loss)
Recognized in
Accumulated Other
Comprehensive Loss
(Effective Portion)
  
Quarter Ended
 
Six Months Ended
  
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
Foreign exchange contracts
$
1,775

 
$
526

 
$
1,624

 
$
(264
)


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Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

 
Location of
Gain (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)
 
Amount of
Gain (Loss)
Reclassified from
Accumulated
Other Comprehensive
Loss into Income
(Effective Portion)
 
 
Quarter Ended
 
Six Months Ended
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
Interest rate contracts
Interest expense, net
 
$

 
$
(1,045
)
 
$

 
$
(2,159
)
Foreign exchange contracts
Cost of sales
 
47

 
(9
)
 
5

 
(43
)
Total
 
 
$
47

 
$
(1,054
)
 
$
5

 
$
(2,202
)
Derivative Contracts Not Designated As Hedges
The Company uses foreign exchange derivative contracts as economic hedges against the impact of foreign exchange fluctuations on anticipated intercompany purchase and lending transactions denominated in foreign currencies. Gains or losses on these contracts largely offset the net remeasurement gains or losses on the related assets and liabilities.
The effect of derivative contracts not designated as hedges on the Condensed Consolidated Statements of Income (Loss) is as follows:
 
Location of Loss
Recognized in Income on
Derivative
 
Amount of Gain (Loss)
Recognized in Income
 
Amount of Gain (Loss)
Recognized in Income
 
Quarter Ended
 
Six Months Ended
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
Foreign exchange contracts
Selling, general and
administrative expenses
 
$
2,349

 
$
(546
)
 
$
563

 
$
(2,061
)
(8)
Fair Value of Assets and Liabilities
Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. A three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, is utilized for disclosing the fair value of the Company’s assets and liabilities. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.
As of June 29, 2013, the Company held certain financial assets and liabilities related to foreign exchange derivative contracts that are required to be measured at fair value on a recurring basis. The fair values of foreign currency derivatives are determined using the cash flows of the foreign exchange contract, discount rates to account for the passage of time and current foreign exchange market data and are categorized as Level 2. The Company’s defined benefit pension plan investments are not required to be measured at fair value on a recurring basis.
There were no changes during the quarter ended June 29, 2013 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. There were no transfers between the three level categories and there were no Level 3 assets or liabilities measured on a quarterly basis during the quarter ended June 29, 2013. As of and during the quarter and six months ended June 29, 2013, the Company did not have any non-financial assets or liabilities that were required to be measured at fair value on a recurring or non-recurring basis.
The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities accounted for at fair value on a recurring basis. 

10

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

  
Assets (Liabilities) at Fair Value as of
June 29, 2013
 
Quoted Prices In
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Foreign exchange derivative contracts
$

 
$
2,052

 
$

Foreign exchange derivative contracts

 
(566
)
 

Total
$

 
$
1,486

 
$

 
 
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)
Foreign exchange derivative contracts
$

 
$
1,088

 
$

Foreign exchange derivative contracts

 
(268
)
 

Total
$

 
$
820

 
$


Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, trade accounts receivable, notes receivable and accounts payable approximated fair value as of June 29, 2013 and December 29, 2012. The carrying amount of trade accounts receivable includes allowance for doubtful accounts, chargebacks and other deductions of $14,706 and $14,940 as of June 29, 2013 and December 29, 2012, respectively. The fair value of debt, which is classified as a Level 2 liability, was $1,629,982 and $1,609,114 as of June 29, 2013 and December 29, 2012 and had a carrying value of $1,544,979 and $1,491,336, respectively. The fair values were estimated using quoted market prices as provided in secondary markets which consider the Company’s credit risk and market related conditions. The carrying amounts of the Company’s notes payable, which is classified as a Level 2 liability, approximated fair value as of June 29, 2013 and December 29, 2012, primarily due to the short-term nature of these instruments.
(9)
Income Taxes
The Company’s effective income tax rate was 22% and 19% for the quarter and six months ended June 29, 2013, and 18% and 22% for the quarter and six months ended June 30, 2012, respectively. The higher effective income tax rate for the quarter ended June 29, 2013 compared to the quarter ended June 30, 2012 was primarily attributable to a higher proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries, partially offset by an income tax benefit of approximately $4,000 related to the realization of unrecognized tax benefits resulting from the lapsing of statutes of limitations in certain foreign jurisdictions. The lower effective income tax rate for the six months ended June 29, 2013 compared to the six months ended June 30, 2012 was primarily attributable to an income tax benefit of approximately $6,000 related to the retroactive application of the American Taxpayer Relief Act of 2012 that was signed into law in January 2013 and an income tax benefit of approximately $4,000 related to the realization of unrecognized tax benefits resulting from the lapsing of statutes of limitations in certain foreign jurisdictions in the six months ended June 29, 2013, partially offset by the effect of a higher proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries.
(10)
Discontinued Operations
European Imagewear
In May 2012, the Company sold its European imagewear business to Smartwares, B.V. for €15,000 (approximately $13,000, net of fees and other transaction related costs) in cash proceeds, resulting in a pre-tax loss of approximately $33,000. The European imagewear business was previously reported within the International segment.

11

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

Domestic Imagewear
In 2012, the Company completed the discontinuation of its private-label and Outer Banks domestic imagewear operations that served wholesalers that sell to the screen-print industry. During 2012, the Company incurred pre-tax charges of approximately $63,000, substantially all noncash, for the write-down of intangibles, inventory markdowns and other related items. The private-label and Outer Banks domestic imagewear operations were previously reported within the Activewear segment.
 
The operating results of these discontinued operations only reflect revenues and expenses that are directly attributable to these businesses and that will be eliminated from ongoing operations. The key components from discontinued operations related to the European and domestic imagewear businesses were as follows:
 
Quarter Ended
 
Six Months Ended
 
June 30, 2012
 
June 30, 2012
Net sales
$
38,654

 
$
73,854

Cost of sales
63,711

 
99,662

Gross profit loss
(25,057
)
 
(25,808
)
Selling, general and administrative expenses
2,896

 
6,712

Impairment of intangibles
37,597

 
37,597

Operating loss
(65,550
)
 
(70,117
)
Interest expense, net
1

 
4

Loss on disposal of business
31,616

 
31,616

Loss from discontinued operations before income tax benefit
(97,167
)
 
(101,737
)
Income tax benefit
(31,082
)
 
(33,093
)
Loss from discontinued operations, net of tax
$
(66,085
)
 
$
(68,644
)
(11)
Business Segment Information
The Company’s operations are managed and reported in four operating segments, each of which is a reportable segment for financial reporting purposes: Innerwear, Activewear, Direct to Consumer and International. In the first quarter of 2013, the Company renamed the Outerwear segment to Activewear to reflect the trend of this category becoming a part of consumers’ active lifestyles and more aptly describe the competitive space of this business. These segments are organized principally by product category, geographic location and distribution channel. Each segment has its own management that is responsible for the operations of the segment’s businesses, but the segments share a common supply chain and media and marketing platforms.
The types of products and services from which each reportable segment derives its revenues are as follows:
Innerwear sells basic branded products that are replenishment in nature under the product categories of men’s underwear, kids’ 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. 
The Company evaluates the operating performance of its segments based upon segment operating profit, which is defined as operating profit before general corporate expenses and amortization of intangibles. The accounting policies of the segments are consistent with those described in Note 2 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 29, 2012. The Company decided in the first quarter of 2013 to revise the manner in

12

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

which the Company allocates certain selling, general and administrative expenses. Certain prior-year segment operating profit disclosures have been revised to conform to the current-year presentation.
 
Quarter Ended
 
Six Months Ended
June 29, 2013
 
June 30, 2012
 
June 29, 2013
 
June 30, 2012
Net sales:
 
 
 
 
 
 
 
Innerwear
$
687,319

 
$
664,940

 
$
1,184,344

 
$
1,173,978

Activewear
294,231

 
295,424

 
561,417

 
567,988

Direct to Consumer
92,633

 
94,572

 
172,716

 
179,285

International
125,022

 
125,715

 
226,189

 
232,533

Total net sales
$
1,199,205

 
$
1,180,651

 
$
2,144,666

 
$
2,153,784


 
Quarter Ended
 
Six Months Ended
 
June 29, 2013
 
June 30, 2012
 
June 29, 2013
 
June 30, 2012
Segment operating profit (loss):
 
 
 
 
 
 
 
Innerwear
$
152,702

 
$
124,460

 
$
242,444

 
$
177,668

Activewear
37,120

 
2,061

 
58,429

 
(16,617
)
Direct to Consumer
9,064

 
6,969

 
9,196

 
6,208

International
12,732

 
11,887

 
15,014

 
16,786

Total segment operating profit
211,618

 
145,377

 
325,083

 
184,045

Items not included in segment operating profit:
 
 
 
 
 
 
 
General corporate expenses
(26,874
)
 
(22,101
)
 
(51,825
)
 
(46,697
)
Amortization of intangibles
(3,297
)
 
(3,325
)
 
(6,668
)
 
(6,752
)
Total operating profit
181,447

 
119,951

 
266,590

 
130,596

Other expenses
(751
)
 
(811
)
 
(1,215
)
 
(1,456
)
Interest expense, net
(25,221
)
 
(36,611
)
 
(50,844
)
 
(73,606
)
Income from continuing operations before income
tax expense
$
155,475

 
$
82,529

 
$
214,531

 
$
55,534

(12)
Consolidating Financial Information
In accordance with the indenture governing the Company’s $250,000 8% Senior Notes issued on December 10, 2009 and the indenture governing the Company’s $1,000,000 6.375% Senior Notes issued on November 9, 2010 (together, the “Indentures”), certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the 8% Senior Notes and the 6.375% Senior Notes, respectively. The following presents the condensed consolidating financial information separately for:
(i) Parent Company, the issuer of the guaranteed obligations. Parent Company includes Hanesbrands Inc. and its 100% owned operating divisions which are not legal entities, and excludes its subsidiaries which are legal entities;
(ii) Guarantor subsidiaries, on a combined basis, as specified in the Indentures;
(iii) Non-guarantor subsidiaries, on a combined basis;
(iv) Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate intercompany profit in inventory, (c) eliminate the investments in our subsidiaries and (d) record consolidating entries; and
(v) The Company, on a consolidated basis.
The 8% Senior Notes and the 6.375% Senior Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary, each of which is wholly owned, directly or indirectly, by Hanesbrands Inc. A guarantor subsidiary’s guarantee can be released in certain customary circumstances. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the

13

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.
 
Condensed Consolidating Statement of Comprehensive Income (Loss)
Quarter Ended June 29, 2013
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Entries and
Eliminations
 
Consolidated
Net sales
$
1,054,318

 
$
168,376

 
$
603,380

 
$
(626,869
)
 
$
1,199,205

Cost of sales
813,705

 
78,781

 
463,089

 
(591,852
)
 
763,723

Gross profit
240,613

 
89,595

 
140,291

 
(35,017
)
 
435,482

Selling, general and administrative
expenses
188,889

 
35,823

 
30,651

 
(1,328
)
 
254,035

Operating profit
51,724

 
53,772

 
109,640

 
(33,689
)
 
181,447

Equity in earnings of subsidiaries
112,006

 
78,211

 

 
(190,217
)
 

Other expenses
751

 

 

 

 
751

Interest expense, net
23,756

 

 
1,465

 

 
25,221

Income from continuing operations
before income tax expense
139,223

 
131,983

 
108,175

 
(223,906
)
 
155,475

Income tax expense
17,637

 
7,754

 
8,498

 

 
33,889

Income from continuing operations
121,586

 
124,229

 
99,677

 
(223,906
)
 
121,586

Loss from discontinued operations,
net of tax

 

 

 

 

Net income
$
121,586

 
$
124,229

 
$
99,677

 
$
(223,906
)
 
$
121,586

Comprehensive income
$
118,326

 
$
124,229

 
$
163,602

 
$
(287,831
)
 
$
118,326


 
Condensed Consolidating Statement of Comprehensive Income (Loss)
Quarter Ended June 30, 2012
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Entries and
Eliminations
 
Consolidated
Net sales
$
1,022,085

 
$
161,669

 
$
568,013

 
$
(571,116
)
 
$
1,180,651

Cost of sales
831,913

 
75,042

 
458,181

 
(551,417
)
 
813,719

Gross profit
190,172

 
86,627

 
109,832

 
(19,699
)
 
366,932

Selling, general and administrative
expenses
185,011

 
29,808

 
33,124

 
(962
)
 
246,981

Operating profit
5,161

 
56,819

 
76,708

 
(18,737
)
 
119,951

Equity in earnings of subsidiaries
59,290

 
53,786

 

 
(113,076
)
 

Other expenses
811

 

 

 

 
811

Interest expense, net
33,814

 
(3
)
 
2,837

 
(37
)
 
36,611

Income from continuing operations
before income tax expense
29,826

 
110,608

 
73,871

 
(131,776
)
 
82,529

Income tax expense
3,484

 
8,976

 
2,753

 

 
15,213

Income from continuing operations
26,342

 
101,632

 
71,118

 
(131,776
)
 
67,316

Loss from discontinued operations,
net of tax
(25,111
)
 
(31,791
)
 
(9,832
)
 
649

 
(66,085
)
Net income
$
1,231

 
$
69,841

 
$
61,286

 
$
(131,127
)
 
$
1,231

Comprehensive income (loss)
$
(378
)
 
$
69,841

 
$
57,403

 
$
(127,244
)
 
$
(378
)


14

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

 
Condensed Consolidating Statement of Comprehensive Income
Six Months Ended June 29, 2013
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Entries and
Eliminations
 
Consolidated
Net sales
$
1,915,073

 
$
301,082

 
$
1,147,681

 
$
(1,219,170
)
 
$
2,144,666

Cost of sales
1,497,562

 
142,259

 
902,076

 
(1,160,012
)
 
1,381,885

Gross profit
417,511

 
158,823

 
245,605

 
(59,158
)
 
762,781

Selling, general and administrative
expenses
362,837

 
74,131

 
61,748

 
(2,525
)
 
496,191

Operating profit
54,674

 
84,692

 
183,857

 
(56,633
)
 
266,590

Equity in earnings of subsidiaries
187,866

 
128,030

 

 
(315,896
)
 

Other expenses
1,215

 

 

 

 
1,215

Interest expense, net
47,909

 

 
2,935

 

 
50,844

Income from continuing operations
before income tax expense
193,416

 
212,722

 
180,922

 
(372,529
)
 
214,531

Income tax expense
20,451

 
9,129

 
11,986

 

 
41,566

Income from continuing operations
172,965

 
203,593

 
168,936

 
(372,529
)
 
172,965

Loss from discontinued operations,
net of tax

 

 

 

 

Net income
$
172,965

 
$
203,593

 
$
168,936

 
$
(372,529
)
 
$
172,965

Comprehensive income
$
171,061

 
$
203,593

 
$
162,637

 
$
(366,230
)
 
$
171,061


 
Condensed Consolidating Statement of Comprehensive Income (Loss)
Six Months Ended June 30, 2012
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Entries and
Eliminations
 
Consolidated
Net sales
$
1,894,145

 
$
301,807

 
$
1,095,713

 
$
(1,137,881
)
 
$
2,153,784

Cost of sales
1,574,294

 
139,738

 
919,688

 
(1,101,982
)
 
1,531,738

Gross profit
319,851

 
162,069

 
176,025

 
(35,899
)
 
622,046

Selling, general and administrative
expenses
361,634

 
64,971

 
67,009

 
(2,164
)
 
491,450

Operating profit (loss)
(41,783
)
 
97,098

 
109,016

 
(33,735
)
 
130,596

Equity in earnings of subsidiaries
102,918

 
74,923

 

 
(177,841
)
 

Other expenses
1,456

 

 

 

 
1,456

Interest expense, net
68,320

 
(7
)
 
5,292

 
1

 
73,606

Income (loss) from continuing
operations before income tax
expense (benefit)
(8,641
)
 
172,028

 
103,724

 
(211,577
)
 
55,534

Income tax expense (benefit)
(9,079
)
 
15,730

 
5,838

 

 
12,489

Income from continuing operations
438

 
156,298

 
97,886

 
(211,577
)
 
43,045

Loss from discontinued operations,
net of tax
(26,037
)
 
(31,791
)
 
(14,801
)
 
3,985

 
(68,644
)
Net income (loss)
$
(25,599
)
 
$
124,507

 
$
83,085

 
$
(207,592
)
 
$
(25,599
)
Comprehensive income (loss)
$
(22,284
)
 
$
124,507

 
$
81,154

 
$
(205,661
)
 
$
(22,284
)


15

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

 
Condensed Consolidating Balance Sheet
June 29, 2013
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Entries and
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
5,580

 
$
3,494

 
$
73,231

 
$

 
$
82,305

Trade accounts receivable, net
109,656

 
41,657

 
465,944

 
(635
)
 
616,622

Inventories
969,838

 
114,911

 
444,734

 
(192,309
)
 
1,337,174

Deferred tax assets
163,843

 
1,015

 
3,350

 

 
168,208

Other current assets
29,078

 
10,467

 
16,588

 
(478
)
 
55,655

Total current assets
1,277,995

 
171,544

 
1,003,847

 
(193,422
)
 
2,259,964

Property, net
84,716

 
38,370

 
453,494

 

 
576,580

Trademarks and other identifiable
intangibles, net
9,346

 
90,057

 
15,122

 

 
114,525

Goodwill
232,882

 
124,247

 
75,821

 

 
432,950

Investments in subsidiaries
2,428,675

 
1,384,217

 

 
(3,812,892
)
 

Deferred tax assets
235,565

 
154,325

 
16,889

 

 
406,779

Receivables from related entities
4,224,923

 
3,303,132

 
1,988,906

 
(9,516,961
)
 

Other noncurrent assets
56,743

 
248

 
1,741

 

 
58,732

Total assets
$
8,550,845

 
$
5,266,140

 
$
3,555,820

 
$
(13,523,275
)
 
$
3,849,530

 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ 
Equity
 
 
 
 
 
 
 
 
 
Accounts payable
$
254,058

 
$
14,044

 
$
174,168

 
$

 
$
442,270

Accrued liabilities
144,161

 
40,684

 
66,178

 
(70
)
 
250,953

Notes payable

 

 
30,305

 

 
30,305

Accounts Receivable Securitization
Facility

 

 
170,479

 

 
170,479

Total current liabilities
398,219

 
54,728

 
441,130

 
(70
)
 
894,007

Long-term debt
1,374,500

 

 

 

 
1,374,500

Pension and postretirement benefits
403,735

 

 
11,541

 

 
415,276

Payables to related entities
5,231,106

 
2,612,477

 
1,414,351

 
(9,257,934
)
 

Other noncurrent liabilities
99,147

 
10,932

 
11,530

 

 
121,609

Total liabilities
7,506,707

 
2,678,137

 
1,878,552

 
(9,258,004
)
 
2,805,392

Stockholders’ equity
1,044,138

 
2,588,003

 
1,677,268

 
(4,265,271
)
 
1,044,138

Total liabilities and stockholders’
equity
$
8,550,845

 
$
5,266,140

 
$
3,555,820

 
$
(13,523,275
)
 
$
3,849,530



16

Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

 
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


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Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

 
Condensed Consolidating Statement of Cash Flows
Six Months Ended June 29, 2013
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Entries and
Eliminations
 
Consolidated
Net cash provided by operating
activities
$
165,172

 
$
105,792

 
$
63,256

 
$
(315,894
)
 
$
18,326

Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
(4,327
)
 
(2,011
)
 
(9,835
)
 

 
(16,173
)
Net cash used in investing activities
(4,327
)
 
(2,011
)
 
(9,835
)
 

 
(16,173
)
Financing activities:
 
 
 
 
 
 
 
 
 
Borrowings on notes payable

 

 
62,954

 

 
62,954

Repayments on notes payable

 

 
(58,671
)
 

 
(58,671
)
Borrowings on Accounts Receivable
Securitization Facility

 

 
81,358

 

 
81,358

Repayments on Accounts Receivable
Securitization Facility

 

 
(84,715
)
 

 
(84,715
)
Borrowings on Revolving Loan
Facility
1,970,000

 

 

 

 
1,970,000

Repayments on Revolving Loan
Facility
(1,913,000
)
 

 

 

 
(1,913,000
)
Cash dividends paid
(19,797
)
 

 

 

 
(19,797
)
Proceeds from stock options exercised
5,279

 

 

 

 
5,279

Taxes paid related to net shares
settlement of equity awards
(20,004
)
 

 

 

 
(20,004
)
Excess tax benefit from stock-based
compensation
14,892

 

 

 

 
14,892

Other
536

 

 
(274
)
 
(3
)
 
259

Net transactions with related entities
(198,788
)
 
(102,206
)
 
(14,903
)
 
315,897

 

Net cash provided by (used in)
financing activities
(160,882
)
 
(102,206
)
 
(14,251
)
 
315,894

 
38,555

Effect of changes in foreign exchange
rates on cash

 

 
(1,199
)
 

 
(1,199
)
Increase (decrease) in cash and cash
equivalents
(37
)
 
1,575

 
37,971

 

 
39,509

Cash and cash equivalents at beginning of
year
5,617

 
1,919

 
35,260

 

 
42,796

Cash and cash equivalents at end of period
$
5,580

 
$
3,494

 
$
73,231

 
$

 
$
82,305



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Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

 
Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2012
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Entries and
Eliminations
 
Consolidated
Net cash provided by operating activities
$
131,664

 
$
36,793

 
$
22,121

 
$
(177,838
)
 
$
12,740

Investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
(3,068
)
 
(4,073
)
 
(11,864
)
 

 
(19,005
)
Disposition of business

 

 
12,903

 

 
12,903

Net cash provided by (used) in
investing activities
(3,068
)
 
(4,073
)
 
1,039

 

 
(6,102
)
Financing activities:
 
 
 
 
 
 
 
 
 
Borrowings on notes payable

 

 
31,868

 

 
31,868

Repayments on notes payable

 

 
(47,554
)
 

 
(47,554
)
Borrowings on Accounts Receivable
Securitization Facility

 

 
104,043

 

 
104,043

Repayments on Accounts Receivable
Securitization Facility

 

 
(100,870
)
 

 
(100,870
)
Borrowings on Revolving Loan
Facility
1,494,500

 

 

 

 
1,494,500

Repayments on Revolving Loan
Facility
(1,493,500
)
 

 

 

 
(1,493,500
)
Proceeds from stock options exercised
731

 

 

 

 
731

Excess tax benefit from stock-based
compensation
50

 

 

 

 
50

Other
(610
)
 

 
(272
)
 

 
(882
)
Dividends paid to related entities

 
(4,623
)
 
(4,867
)
 
9,490

 

Net transactions with related entities
(132,225
)
 
(27,963
)
 
(8,160
)
 
168,348

 

Net cash used in financing activities
(131,054
)
 
(32,586
)
 
(25,812
)
 
177,838

 
(11,614
)
Effect of changes in foreign exchange
rates on cash
1

 

 
(708
)
 

 
(707
)
Increase (decrease) in cash and cash
equivalents
(2,457
)
 
134

 
(3,360
)
 

 
(5,683
)
Cash and cash equivalents at beginning of
year
8,330

 
2,726

 
24,289

 

 
35,345

Cash and cash equivalents at end of period
$
5,873

 
$
2,860

 
$
20,929

 
$

 
$
29,662

(13)
Subsequent Events
Maidenform Brands Acquisition
On July 24, 2013, the Company announced that it entered into a definitive agreement pursuant to which, upon the terms and subject to the conditions set forth in the agreement, the Company will acquire Maidenform Brands, Inc. (“Maidenform”), a global intimate apparel company, in an all cash transaction valued at approximately $575,000 on an enterprise value basis. Under terms of the agreement, Maidenform stockholders will receive $23.50 in cash for each share of Maidenform common stock. The Company intends to finance the Maidenform acquisition with cash and borrowings under its Revolving Loan Facility. The transaction is currently expected to close in the fourth quarter of 2013 and is subject to the approval of Maidenform stockholders, regulatory approval and other customary closing conditions. For additional information regarding the transaction, see the Company's Current Report on Form 8-K filed on July 24, 2013, which includes the press release announcing the Maidenform acquisition, the merger agreement for the transaction and the amendment to the Revolving Loan Facility. There can be no assurance that the proposed acquisition will be completed, or if it is completed, that the expected benefits of the transaction will be realized.

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Table of Contents
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(dollars and shares in thousands, except per share data)
(unaudited)

Revolving Loan Facility Amendment
In July 2013, the Company amended the Revolving Loan Facility to increase the borrowing limit to $1,100,000, decrease borrowing costs by 25 basis points and extend the maturity date to (i) July 2018 or (ii) September 2016 if the Company’s 8% Senior Notes have not been refinanced or repaid or the maturity date thereof has note otherwise been extended beyond July 2018 by September 2016.
Dividends
As part of the Company’s cash deployment strategy, in July 2013 the Company’s Board of Directors authorized a regular quarterly dividend of $0.20 per share to be paid September 3, 2013 to stockholders of record at the close of business on August 13, 2013.


20

Table of Contents

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This management’s discussion and analysis of financial condition and results of operations, or MD&A, contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with our audited consolidated financial statements and notes for the year ended December 29, 2012, which were included in our Annual Report on Form 10-K filed with the SEC. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to the risks associated with our ability to consummate our pending acquisition of Maidenform and to realize the benefits anticipated from the acquisition, as well as the risks included elsewhere in this Quarterly Report on Form 10-Q and those included in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K for the year ended December 29, 2012.
Overview
We are a consumer goods company with a portfolio of leading apparel brands, including Hanes, Champion, Bali, Playtex, Just My Size, L’eggs, barely there, Wonderbra, Gear for Sports, Zorba, Sol y Oro and Rinbros. We design, manufacture, source and sell a broad range of basic apparel such as T-shirts, bras, panties, men’s underwear, kids’ underwear, casualwear, activewear, socks and hosiery.
Our operations are managed and reported in four operating segments, each of which is a reportable segment for financial reporting purposes: Innerwear, Activewear, Direct to Consumer and International. In the first quarter of 2013, we renamed the Outerwear segment to Activewear to reflect the trend of this category becoming a part of consumers’ active lifestyles and more aptly describe the competitive space of this business. These segments are organized principally by product category, geographic location and distribution channel. Each segment has its own management that is responsible for the operations of the segment’s businesses, but the segments share a common supply chain and media and marketing platforms. In the first quarter of 2013, we decided to revise the manner in which we allocate certain selling, general and administrative expenses. Certain prior-year segment operating profit disclosures have been revised to conform to the current-year presentation.
In May 2012, we sold our European imagewear business and completed the discontinuation of our private-label and Outer Banks domestic imagewear operations which served wholesalers that sell to the screen-print industry. As a result of these actions, the prior-year disclosures reflect these operations as discontinued operations.

Highlights from the Second Quarter and Six Months Ended June 29, 2013
Our Innovate-to-Elevate platforms, which combine brand and supply chain strengths with product innovation, continue to help drive results. Innovate-to-Elevate product platforms such as our Hanes Comfort Blend and X-Temp underwear and socks are driving strong growth in Innerwear basics. Smart Size bras are performing well in Innerwear intimate apparel.
Key financial highlights during the quarter are as follows:
Total net sales in the second quarter of 2013 were $1.20 billion, compared with $1.18 billion in the same quarter of 2012, representing a 2% increase. Total net sales in the first six months of 2013 were $2.14 billion, compared to $2.15 billion in the same period of 2012.
Operating profit was $181 million in the second quarter of 2013, compared with $120 million in the same quarter of 2012. In the second quarter of 2013, we achieved a record operating margin of 15.1%, up 490 basis points over the prior-year quarter. Each business segment had operating margin expansion in the quarter. Operating profit was $267 million in the first six months of 2013, compared with $131 million in the same period of 2012. As a percentage of sales, operating profit was 12.4% in the first six months of 2013 compared to 6.1% in the same period of 2012.
Diluted earnings per share was $1.19 in the second quarter of 2013, compared with diluted earnings per share from continuing operations of $0.67 in the same quarter of 2012. Diluted earnings per share was $1.70 in the first six months of 2013, compared with diluted earnings per share from continuing operations of $0.43 in the same period of 2012.
As part of our cash deployment strategy, in April 2013 our Board of Directors authorized a regular quarterly dividend of $0.20 per share which was paid June 3, 2013 to stockholders of record at the close of business on May 20, 2013. The quarterly dividend is the first for us since our spinoff as an independent public company in 2006.

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Table of Contents

Outlook
Based on year-to-date results and the near-term economic outlook, we anticipate net sales of approximately $4.55 billion, operating profit of $550 million to $575 million, diluted earnings per share of $3.50 to $3.65 and operating cash flows of approximately $500 million to $600 million for 2013.
In the second half of 2013, we should experience more normalized seasonal fluctuations in gross margin levels.  In the second half of the year our net sales typically have a higher mix of activewear sales, which generally contain a higher percentage of lower margin products. Our media spend has increased $10 million year-to-date and we expect $20 million to $30 million of incremental media spending in the second half of 2013 as compared to the second half of 2012. In addition, we also expect to incur an incremental $15 million of bond prepayment expenses in connection with our planned redemption of the remaining $250 million of 8% Senior Notes in the fourth quarter of 2013.
On July 24, 2013, we announced that we entered into a definitive agreement pursuant to which, upon the terms and subject to the conditions set forth in the agreement, we will acquire Maidenform Brands, Inc. (“Maidenform”), a global intimate apparel company, in an all cash transaction valued at approximately $575 million on an enterprise value basis. Under terms of the agreement, Maidenform stockholders will receive $23.50 in cash for each share of Maidenform common stock. We intend to finance the Maidenform acquisition with cash and borrowings under our Revolving Loan Facility. The transaction is currently expected to close in the fourth quarter of 2013 and is subject to the approval of Maidenform stockholders, regulatory approval and other customary closing conditions. For additional information regarding the transaction, see our Current Report on Form 8-K filed on July 24, 2013, which includes the press release announcing the Maidenform acquisition, the merger agreement for the transaction and the amendment to the Revolving Loan Facility. There can be no assurance that the proposed acquisition will be completed, or if it is completed, that the expected benefits of the transaction will be realized.
Our projected outlook for the full-year 2013 does not reflect any impact from the pending Maidenform acquisition. Following the closing of the Maidenform acquisition, we would expect to update our guidance to include Maidenform's results of operations, the impact of the financing for the acquisition and any costs or expenses associated with the acquisition and the funding thereof. There can be no assurance that the proposed Maidenform acquisition will be completed, or if it is completed, the expected impact of the transaction.
Seasonality and Other Factors
Our operating results are subject to some variability due to seasonality and other factors. Generally, our diverse range of product offerings helps mitigate the impact of seasonal changes in demand for certain items. We generally have higher sales during back-to-school shopping and holiday shopping seasons and during periods of cooler weather, which benefits certain product categories such as fleece. Sales levels in any period are also impacted by customers’ decisions to increase or decrease their inventory levels in response to anticipated consumer demand. Our customers may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice to us. Media, advertising and promotion expenses may vary from period to period during a fiscal year depending on the timing of our advertising campaigns for retail selling seasons and product introductions.
Although the majority of our products are replenishment in nature and tend to be purchased by consumers on a planned, rather than on an impulse, basis, our sales are impacted by discretionary spending by consumers. Discretionary spending is affected by many factors, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability of consumer credit, taxation, gasoline prices, unemployment trends and other matters that influence consumer confidence and spending. Many of these factors are outside our control. Consumers’ purchases of discretionary items, including our products, could decline during periods when disposable income is lower, when prices increase in response to rising costs, or in periods of actual or perceived unfavorable economic conditions. These consumers may choose to purchase fewer of our products or to purchase lower-priced products of our competitors in response to higher prices for our products, or may choose not to purchase our products at prices that reflect our price increases that become effective from time to time.
Changes in product sales mix can impact our gross profit as the percentage of our sales attributable to higher margin products, such as intimate apparel and men’s underwear, and lower margin products, such as casualwear and activewear, fluctuate from time to time. In addition, sales attributable to higher and lower margin products within the same product category fluctuate from time to time. Our customers may change the mix of products ordered with minimal notice to us, which makes trends in product sales mix difficult to predict. However, certain changes in product sales mix are seasonal in nature, as sales of socks, hosiery and fleece products generally have higher sales during the last two quarters (July to December) of each fiscal year as a result of cooler weather, back-to-school shopping and holidays, while other changes in product mix may be attributable to customers’ preferences and discretionary spending.

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Table of Contents

Condensed Consolidated Results of Operations — Second Quarter Ended June 29, 2013 Compared with Second Quarter Ended June 30, 2012
 
 
Quarter Ended
 
 
 
 
 
June 29, 2013
 
June 30, 2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
1,199,205

 
$
1,180,651

 
$
18,554

 
1.6
 %
Cost of sales
763,723

 
813,719

 
(49,996
)
 
(6.1
)
Gross profit
435,482

 
366,932

 
68,550

 
18.7

Selling, general and administrative expenses
254,035

 
246,981

 
7,054

 
2.9

Operating profit
181,447

 
119,951

 
61,496

 
51.3

Other expenses
751

 
811

 
(60
)
 
(7.4
)
Interest expense, net
25,221

 
36,611

 
(11,390
)
 
(31.1
)
Income from continuing operations before income
     tax expense
155,475

 
82,529

 
72,946

 
88.4

Income tax expense
33,889

 
15,213

 
18,676

 
122.8

Income from continuing operations
121,586

 
67,316

 
54,270

 
80.6

Loss from discontinued operations, net of tax

 
(66,085
)
 
66,085

 
NM

Net income
$
121,586

 
$
1,231

 
$
120,355

 
NM

Net Sales
Despite the continued soft retail environment, net sales increased 2% during the second quarter. Net sales for the second quarter were higher as we continue to secure net space gains at retailers through our Innovate-to-Elevate platforms, which integrate the strengths of our iconic brands, low-cost supply chain and product innovation. Excluding the impact of the planned reduction of commodity-oriented branded printwear sales and unfavorable foreign exchange rates, net sales increased 3%. The higher net sales primarily resulted from the following:
Higher net sales in our men’s underwear category primarily driven by space gains and higher unit sales volume.
Higher net sales in our socks category due to higher unit sales volume.
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 intimate apparel product category primarily due to lower unit sales volume of panties and bras, partially offset by price increases and space gains in bras and higher unit sales volume of hosiery.
Lower net sales in our branded printwear product category from the planned reduction of commodity-oriented branded printwear sales to the screen-print industry.
Lower net sales in our International segment primarily due to the unfavorable impact of foreign exchange rates.
Gross Profit
As a percentage of net sales, our gross profit was 36.3% in the second quarter of 2013 compared to 31.1% in the second quarter of 2012. The higher gross margin resulted from an improved cotton-cost environment, efficiency savings from our supply chain and higher sales volume, partially offset by the unfavorable impact of foreign exchange rates.
Selling, General and Administrative Expenses
The higher selling, general and administrative expenses were primarily attributable to higher media expenses. As a percentage of net sales, our selling, general and administrative expenses were 21.2% in the second quarter of 2013 compared to 20.9% in the second quarter of 2012.
Other Highlights
Interest Expense - lower by $11 million in the second quarter of 2013 compared to the second quarter of 2012 primarily due to lower outstanding debt balances and a lower weighted average interest rate. Our weighted average interest rate on our outstanding debt was 5.27% during the second quarter of 2013, compared to 5.71% in the second quarter of 2012.

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Table of Contents

Income Tax Expense – our effective income tax rate for continuing operations was 22% and 18% for the second quarter of 2013 and the second quarter of 2012, respectively. The higher effective income tax rate was primarily attributable to a higher proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries, partially offset by an income tax benefit of approximately $4 million related to the realization of unrecognized tax benefits resulting from the lapsing of statutes of limitations in certain foreign jurisdictions.
Operating Results by Business Segment — Second Quarter Ended June 29, 2013 Compared with Second Quarter Ended June 30, 2012
 
 
Net Sales
 
Operating Profit
 
Quarter Ended
 
Quarter Ended
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
(dollars in thousands)
Innerwear
$
687,319

 
$
664,940

 
$
152,702

 
$
124,460

Activewear
294,231

 
295,424

 
37,120

 
2,061

Direct to Consumer
92,633

 
94,572

 
9,064

 
6,969

International
125,022

 
125,715

 
12,732

 
11,887

Corporate

 

 
(30,171
)
 
(25,426
)
Total
$
1,199,205

 
$
1,180,651

 
$
181,447

 
$
119,951

Innerwear 
 
Quarter Ended
 
 
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
687,319

 
$
664,940

 
$
22,379

 
3.4
%
Segment operating profit
152,702

 
124,460

 
28,242

 
22.7


Despite the continued soft retail environment, Innerwear net sales increased 3% and operating profit increased 23%. New products continued to perform well during the second quarter. The higher net sales in our Innerwear segment primarily resulted from the following:
Men’s underwear category sales were higher (12%) due to space gains and higher unit sales volume.
Higher net sales in our socks category (11%), primarily due to higher unit sales volume.
Lower net sales in our intimate apparel product category (6%) primarily due to lower net sales of panties and bras, partially offset by higher net sales of hosiery driven by higher unit sales volume. The lower net sales of panties and bras were primarily the result of lower unit sales volume in both panties and bras, partially offset by price increases and space gains in bras.
Lower net sales in our kids’ underwear category (8%) primarily resulting from lower unit sales volume.
The higher Innerwear segment operating profit was primarily due to an improved cotton-cost environment, efficiency savings related to our supply chain optimization and higher sales volume, partially offset by higher media expenses.
Activewear 
 
Quarter Ended
 
 
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
294,231

 
$
295,424

 
$
(1,193
)
 
(0.4
)%
Segment operating profit
37,120

 
2,061

 
35,059

 
NM

Activewear net sales slightly declined due to the following:
Lower net sales in our branded printwear product category (9%) resulting from the planned reduction of commodity-oriented branded printwear sales to the screen-print industry.

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Table of Contents

Lower net sales in our retail activewear category (1%), primarily due to lower net sales of retail Just My Size, partially offset by higher retail Champion and C9 by Champion net sales due to higher unit sales volume and space gains.
Higher net sales in our Gear for Sports licensed apparel (12%), primarily due to higher unit sales volume and space gains.
The higher Activewear segment operating profit was primarily due to an improved cotton-cost environment and efficiency savings related to our supply chain optimization.
Direct to Consumer
 
Quarter Ended
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
92,633

 
$
94,572

 
$
(1,939
)
 
(2.1
)%
Segment operating profit
9,064

 
6,969

 
2,095

 
30.1

Direct to Consumer segment net sales were lower due to lower net sales related to our Internet operations and lower net sales in our outlet stores resulting from the closure of certain lower profitable stores. Comparable store sales were 3% higher in the second quarter of 2013 compared to 2012.
The higher Direct to Consumer segment operating profit was primarily due to lower product costs and price increases, partially offset by lower unit sales volume.
International
 
Quarter Ended
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
125,022

 
$
125,715

 
$
(693
)
 
(0.6
)%
Segment operating profit
12,732

 
11,887

 
845

 
7.1

Sales in the International segment were slightly lower primarily due to the unfavorable impact of foreign exchange rates. Excluding the unfavorable impact of foreign exchange rates, International segment net sales were 5% higher, primarily due to space gains in Canada and higher unit sales volume in Asia, partially offset by lower unit sales volume in Latin America.
The higher International segment operating profit was primarily due to lower product costs, partially offset by the unfavorable impact related to foreign currency exchange rates.
General Corporate Expenses
General corporate expenses were higher in the second quarter of 2013 compared to the second quarter of 2012 primarily due to costs associated with the integration of certain international businesses into our U.S. infrastructure in order to eliminate duplicate support functions.

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Table of Contents

Condensed Consolidated Results of Operations — Six Months Ended June 29, 2013 Compared with Six Months Ended June 30, 2012
 
 
Six Months Ended
 
 
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
2,144,666

 
$
2,153,784

 
$
(9,118
)
 
(0.4
)%
Cost of sales
1,381,885

 
1,531,738

 
(149,853
)
 
(9.8
)
Gross profit
762,781

 
622,046

 
140,735

 
22.6

Selling, general and administrative expenses
496,191

 
491,450

 
4,741

 
1.0

Operating profit
266,590

 
130,596

 
135,994

 
104.1

Other expenses
1,215

 
1,456

 
(241
)
 
(16.6
)
Interest expense, net
50,844

 
73,606

 
(22,762
)
 
(30.9
)
Income from continuing operations before income
     tax expense
214,531

 
55,534

 
158,997

 
286.3

Income tax expense
41,566

 
12,489

 
29,077

 
232.8

Income from continuing operations
172,965

 
43,045

 
129,920

 
301.8

Loss from discontinued operations, net of tax

 
(68,644
)
 
68,644

 
NM

Net income (loss)
$
172,965

 
$
(25,599
)
 
$
198,564

 
NM

Net Sales
Consolidated net sales were lower by $9 million, or less than 1%, in the six months of 2013 compared to the same period of 2012. Excluding the impact of the planned reduction of commodity-oriented branded printwear sales and unfavorable foreign exchange rates, net sales increased 1%. The lower net sales primarily resulted from the following:
Lower net sales in our intimate apparel product category due to lower net sales of panties and bras. Lower net sales of panties and bras were primarily due to lower unit sales volume of both panties and bras, partially offset by price increases and space gains in bras.
Lower net sales in our branded printwear category from the planned reduction of commodity-oriented branded printwear sales to the screen-print industry.
Stronger net sales of our men’s underwear product category primarily driven by space gains and higher unit sales volume.
Higher net sales in our socks category due to higher unit sales volume.
Higher net sales in retail activewear product category as a result of higher unit sales volume and space gains.
Higher net sales in our Gear for Sports licensed apparel primarily due to higher unit sales volume and space gains.
Gross Profit
As a percentage of net sales, our gross profit was 35.6% in the six months of 2013 compared to 28.9% in the same period of 2012. The higher gross profit was impacted by an improved cotton-cost environment and efficiency savings from our supply chain.
Selling, General and Administrative Expenses
The higher selling, general and administrative expenses were primarily attributable to higher media expenses. As a percentage of net sales, our selling, general and administrative expenses were 23.1% in the six months of 2013 compared to 22.8% in the same period of 2012.
Other Highlights
Interest Expense – lower by $23 million in the six months of 2013 compared to the same period of 2012 primarily due to lower outstanding debt balances and a lower weighted average interest rate. Our weighted average interest rate on our outstanding debt was 5.37% during the six months of 2013 compared to 5.73% in the same period of 2012.
Income Tax Expense – our effective income tax rate for continuing operations was 19% and 22% for the six months of 2013 and 2012, respectively. The lower effective income tax rate was primarily attributable to an income tax benefit of

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approximately $6 million related to the retroactive application of the American Taxpayer Relief Act of 2012 that was signed into law in January 2013 and an income tax benefit of approximately $4 million related to the realization of unrecognized tax benefits resulting from the lapsing of statutes of limitations in certain foreign jurisdictions in the six months ended June 29, 2013, partially offset by the effect of a higher proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries.

Operating Results by Business Segment — Six Months Ended June 29, 2013 Compared with Six Months Ended June 30, 2012
 
Net Sales
 
Operating Profit (Loss)
 
Six Months Ended
 
Six Months Ended
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
(dollars in thousands)
Innerwear
$
1,184,344

 
$
1,173,978

 
$
242,444

 
$
177,668

Activewear
561,417

 
567,988

 
58,429

 
(16,617
)
Direct to Consumer
172,716

 
179,285

 
9,196

 
6,208

International
226,189

 
232,533

 
15,014

 
16,786

Corporate

 

 
(58,493
)
 
(53,449
)
Total net sales
$
2,144,666

 
$
2,153,784

 
$
266,590

 
$
130,596

Innerwear
 
Six Months Ended
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
1,184,344

 
$
1,173,978

 
$
10,366

 
0.9
%
Segment operating profit
242,444

 
177,668

 
64,776

 
36.5


Despite the continued soft retail environment, Innerwear net sales increased 1% and operating profit increased 37%. New products continued to perform well during the first six months of 2013.
The higher net sales primarily resulted from the following:
Stronger net sales in our men’s underwear category (7%) primarily resulting from space gains and higher unit sales volume.
Higher net sales in our socks category (8%), primarily due to higher unit sales volume.
Lower net sales in our intimate apparel category (5%), primarily due to lower net sales of panties and bras. The lower net sales of panties and bras were primarily the result of lower unit sales volume of both panties and bras, partially offset by price increases and space gains in bras.
Lower net sales in our kids’ underwear category (9%), primarily due to lower unit sales volume.
The higher Innerwear segment operating profit was primarily due to an improved cotton-cost environment, and efficiency savings related to our supply chain optimization, partially offset by higher media expenses.
Activewear 
 
Six Months Ended
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
561,417

 
$
567,988

 
$
(6,571
)
 
(1.2
)%
Segment operating profit (loss)
58,429

 
(16,617
)
 
75,046

 
NM

Activewear segment net sales were lower due to the following:
Lower net sales in our branded printwear category (18%) from the planned reduction of commodity-oriented branded printwear sales to the screen-print industry.

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Higher net sales in our retail activewear category (3%), primarily due to higher unit sales volume and space gains. Retail Champion and C9 by Champion and retail Hanes net sales increased by 4% and 14%, respectively, partially offset by a decrease in retail Just My Size of 22%.
Higher net sales in our Gear for Sports licensed apparel (6%), primarily due to higher unit sales volume and space gains.
The higher Activewear segment operating profit was primarily due to an improved cotton-cost environment and efficiency savings related to our supply chain optimization.
Direct to Consumer
 
Six Months Ended
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
172,716

 
$
179,285

 
$
(6,569
)
 
(3.7
)%
Segment operating profit
9,196

 
6,208

 
2,988

 
48.1

Direct to Consumer segment net sales were lower due to lower net sales in our outlet stores resulting from the closure of certain lower profitable stores. Comparable store sales were 1% lower in the six months of 2013 compared to the same period of 2012.
The higher Direct to Consumer segment operating profit was primarily due to lower product costs and price increases, partially offset by lower sales volume.
International
 
Six Months Ended
 
 
 
June 29,
2013
 
June 30,
2012
 
Higher
(Lower)
 
Percent
Change
 
(dollars in thousands)
Net sales
$
226,189

 
$
232,533

 
$
(6,344
)
 
(2.7
)%
Segment operating profit
15,014

 
16,786

 
(1,772
)
 
(10.6
)
Overall net sales in the International segment were lower primarily due to the unfavorable impact of foreign exchange rates. Excluding the unfavorable impact of foreign exchange rates, International segment net sales were higher by 3%, primarily due to higher unit sales volume in Asia, partially offset by lower unit sales volume in Latin America.
The lower International segment operating profit was primarily due to the unfavorable impact related to foreign currency exchange rates, partially offset by lower product costs.
General Corporate Expenses
General corporate expenses were higher in the six months of 2013 compared to the same period of 2012 primarily due to costs related to costs associated with the integration of certain international businesses into our U.S. infrastructure in order to eliminate duplicate support functions.
Liquidity and Capital Resources
Trends and Uncertainties Affecting Liquidity
Our primary sources of liquidity are cash generated by operations and availability under the $600 million revolving credit facility (the “Revolving Loan Facility”) under the senior secured credit facility (the “Senior Secured Credit Facility”), the accounts receivable securitization facility (the “Accounts Receivable Securitization Facility”) and our international loan facilities. In July 2013, the Company amended the Revolving Loan Facility to, among other things, increase the borrowing limit to $1.1 billion. See “Financing Arrangements” below for additional information.
At June 29, 2013, we had $464 million of borrowing availability under our Revolving Loan Facility (after taking into account outstanding letters of credit), $111 million of borrowing availability under our international loan facilities, $82 million in cash and cash equivalents and no borrowing availability under our Accounts Receivable Securitization Facility. We currently believe that our existing cash balances and cash generated by operations, together with our available credit capacity, will enable us to comply with the terms of our indebtedness and meet foreseeable liquidity requirements.

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We typically use cash for the first half of the year and generate most of our cash flow in the second half of the year. In the fourth quarter of 2013, we expect to complete our planned debt reduction with the redemption of the remaining $250 million of 8% Senior Notes. We expect our cash deployment strategy in the future will include a mix of dividends, bolt-on acquisitions and share repurchases. For example, as part of our cash deployment strategy, in April 2013 our Board of Directors authorized a regular quarterly dividend. Our first dividend of $0.20 per share was paid June 3, 2013 and our second quarterly dividend was authorized by our Board of Directors in July 2013 to be paid in September 2013. In addition, as discussed above under “Outlook,” on July 24, 2013 we entered into a definitive agreement to acquire Maidenform, which is expected to close in the fourth quarter of 2013.
Cash Requirements for Our Business
We rely on our cash flows generated from operations and the borrowing capacity under our Revolving Loan Facility, Accounts Receivable Securitization Facility and international loan facilities to meet the cash requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of business, capital expenditures, maturities of debt and related interest payments, contributions to our pension plans and repurchases of our stock. We believe we have sufficient cash and available borrowings for our foreseeable liquidity needs.
There have been no significant changes in the cash requirements for our business from those described in our Annual Report on Form 10-K for the year ended December 29, 2012.
Sources and Uses of Our Cash
The information presented below regarding the sources and uses of our cash flows for the six months ended June 29, 2013 and June 30, 2012 was derived from our condensed consolidated financial statements.
 
Six Months Ended
 
June 29,
2013
 
June 30,
2012
 
(dollars in thousands)
Operating activities
$
18,326

 
$
12,740

Investing activities
(16,173
)
 
(6,102
)
Financing activities
38,555

 
(11,614
)
Effect of changes in foreign currency exchange rates on cash
(1,199
)
 
(707
)
Increase (decrease) in cash and cash equivalents
39,509

 
(5,683
)
Cash and cash equivalents at beginning of year
42,796

 
35,345

Cash and cash equivalents at end of period
$
82,305

 
$
29,662


The higher net cash from operating activities is primarily attributable to higher net income, partially offset by changes in working capital, primarily inventory compared to prior year. We typically build inventory unit levels in the first half of the year to support the back-to-school shopping season. Inventory decreased 7% compared to June 30, 2012, which was the result of lower input costs and lower units from our continued focus on inventory management.
The higher net cash used in investing activities resulted from the sale of the European imagewear business in 2012, partially offset by lower net capital expenditures. The higher net cash from financing activities was primarily the result of higher net borrowings on our loan facilities, partially offset by cash dividends paid during 2013 of $20 million.
Financing Arrangements
In July 2013, we amended the Revolving Loan Facility to increase the borrowing limit from $600 million to $1.1 billion, decrease borrowing costs by 25 basis points and extend the maturity date to (i) July 2018 or (ii) September 2016 if the Company's 8% Senior Notes have not been refinanced or repaid or the maturity date thereof has not otherwise been extended beyond July 2018 by September 2016.
In March 2013, we amended the Accounts Receivable Securitization Facility. This amendment decreased certain fee rates and extended the termination date to March 2014.
As of June 29, 2013, we were in compliance with all financial covenants under our credit facilities. We expect to maintain compliance with our covenants for the foreseeable future, however economic conditions or the occurrence of events discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2012 or other SEC filings could cause noncompliance.

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In February 2013, Moody’s Investors Service (“Moody’s”) upgraded our corporate credit rating to Ba2 from Ba3. Moody’s also raised the rating on our Revolving Loan Facility to Baa2 from Baa3, the 6.375% Senior Notes to Ba3 from B1 and the 8% Senior Notes to Ba3 from B1. Moody’s indicated that the upgrade reflects our significant debt reduction efforts and our positive trends in operating performance in the second half of 2012 primarily reflecting improved gross margins. In April 2013, Standard & Poor’s Ratings Services (“Standard & Poor’s”) raised our corporate credit rating to BB from BB-, in response to our declining debt levels and modest earnings growth. Standard & Poor’s also raised the rating on the Revolving Loan Facility to BBB- from BB+, the 6.375% Senior Notes to BB from BB- and the 8% Senior Notes to BB from BB-.
There have been no other significant changes in the financing arrangements from those described in our Annual Report on Form 10-K for the year ended December 29, 2012.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements within the meaning of Item 303(a)(4) of SEC Regulation S-K.
Critical Accounting Policies and Estimates
We have chosen accounting policies that we believe are appropriate to accurately and fairly report our operating results and financial condition in conformity with accounting principles generally accepted in the United States. We apply these accounting policies in a consistent manner. Our significant accounting policies are discussed in Note 2, titled “Summary of Significant Accounting Policies,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 29, 2012.
The application of critical accounting policies requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. We evaluate these estimates and assumptions on an ongoing basis and may retain outside consultants to assist in our evaluation. If actual results ultimately differ from previous estimates, the revisions are included in results of operations in the period in which the actual amounts become known. The critical accounting policies that involve the most significant management judgments and estimates used in preparation of our financial statements, or are the most sensitive to change from outside factors, are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 29, 2012. There have been no material changes in these policies from those described in our Annual Report on Form 10-K for the year ended December 29, 2012.
Recently Issued Accounting Pronouncements
Disclosures About Offsetting Assets and Liabilities
In December 2011, the FASB issued new accounting rules related to new disclosure requirements regarding the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The new rules are effective for us in the first quarter of 2014 with retrospective application required. We do not expect the adoption of the new accounting rules to have a material effect on our financial condition, results of operations or cash flows.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk
There have been no significant changes in our market risk exposures from those described in Item 7A of our Annual Report on Form 10-K for the year ended December 29, 2012.

Item 4.
Controls and Procedures
As required by Exchange Act Rule 13a-15(b), our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II

Item 1.
Legal Proceedings
Although we are subject to various claims and legal actions that occur from time to time in the ordinary course of our business, we are not party to any pending legal proceedings that we believe could have a material adverse effect on our business, results of operations, financial condition or cash flows.

Item 1A.
Risk Factors
The risk factors that affect our business and financial results are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 29, 2012. The following risk factor includes a change to the description of the risk factor associated with our business as previously disclosed. There are no additional material changes to the risk factors previously disclosed, nor have we identified any previously undisclosed risks that could materially adversely affect our business and financial results.
Businesses that we may acquire may fail to perform to expectations, and we may be unable to successfully integrate acquired businesses with our existing business.
From time to time, we may evaluate potential acquisition opportunities to support and strengthen our business. On July 24, 2013, we announced our proposed acquisition of Maidenform Brands, Inc. (“Maidenform”). The acquisition and integration of businesses such as Maidenform involve a number of risks.
We may not be able to realize all or a substantial portion of the anticipated benefits of the Maidenform acquisition and other future acquisitions that we may consummate. Maidenform and other future acquired businesses may not achieve expected results of operations, including expected levels of revenues, and may require unanticipated costs and expenditures. In addition, following completion of the Maidenform acquisition, we may not be able to maintain the levels of revenue, earnings or operating efficiency that we and Maidenform have achieved or might achieve separately. Acquired businesses may also subject us to liabilities that we were unable to discover in the course of our due diligence, and our rights to indemnification from the sellers of such other businesses, even if obtained, may not be sufficient to offset the relevant liabilities. In addition, the integration of newly acquired businesses may be expensive and time-consuming and may not be entirely successful. Integration of the acquired businesses may also place additional pressures on our systems of internal control over financial reporting. The process of integrating the operations of Maidenform or those of any other future acquisition could cause an interruption of, or loss of momentum in, the activities of one or more of our combined businesses and the possible loss of key personnel. If we are unable to successfully integrate Maidenform and other newly acquired businesses or if Maidenform or other acquired businesses fail to produce targeted results, it could have an adverse effect on our results of operations or financial condition.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3.
Defaults Upon Senior Securities
None.

Item 4.
Mine Safety Disclosures
Not applicable.

Item 5.
Other Information
On May 3, 2013, Richard A. Noll, our Chairman and Chief Executive Officer, established a stock trading plan that is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and our insider trading policy.
Under the terms of the plan, the brokerage firm overseeing the plan may sell a predetermined number of shares of common stock held by Mr. Noll, provided that certain price thresholds are met. The trading plan was adopted to enable Mr. Noll to dollar cost average his sales and gradually diversify his investment portfolio, spreading stock trades over an extended period of time and reducing market impact.
Any transactions effected under the plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission.

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Except as required by law, we do not undertake to report stock trading plans by other company officers or directors, nor to report modifications or termination of any publicly-announced plan, including Mr. Noll's plan.

Item 6.
Exhibits
The exhibits listed in the accompanying Exhibit Index are filed or furnished as part of this Quarterly Report on Form 10-Q.



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
HANESBRANDS INC.
 
 
By:
 
/s/ Richard D. Moss
 
 
Richard D. Moss
Chief Financial Officer
(Duly authorized officer and principal financial officer)
Date: July 31, 2013

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INDEX TO EXHIBITS 
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).
 
 
 
10.1
 
Third Amendment dated July 23, 2013 to the Amended and Restated Credit Agreement dated as of December 10, 2009 among the Company, the various financial institutions and other persons from time to time party thereto, SunTrust Bank, as the documentation agent, Bank of America, N.A., Barclays Bank PLC, Branch Banking & Trust Company, HSBC Securities (USA) Inc. and PNC Bank, National Association as the co-syndication agents, the Bank of Nova Scotia, Compass Bank, Fifth Third Bank, Goldman Sachs Bank USA, Regions Bank and the Royal Bank of Scotland PLC, as the managing agents, JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent, and J.P. Morgan Securities LLC, Barclays Bank PLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as the joint lead arrangers and joint bookrunners (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).
 
 
 
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
*
The schedules of the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish, supplementally, a copy of any schedule omitted from the Merger Agreement to the SEC upon request.


E-1