Hanesbrands Inc. (Exact Name of Registrant As Specified in Its Charter)
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A Powerful Growth Platform 2010 ANNUAL REPORT A POWERFUL GROWTH PLATFORM HanesBrands has created a powerful growth platform through its investment in strong worldwide consumer brands, a global supply chain and a flexible long-term capital structure. STRONG BRANDS LOW-COST GLOBAL SUPPLY CHAIN STRONG CASH FLOW The company’s brands are among the HanesBrands has a balanced low-cost HanesBrands’ strong operating results strongest in their basic apparel innerwear supply chain across the Western Hemi- and cash flow have resulted in a flexible and outerwear categories around the sphere and Asia that supports commercial long-term capital structure that can deliver world because of high quality, innovative businesses in 7 core growth geographies: shareholder value in numerous ways, product development and leading the United States, Canada, Mexico, Brazil, including debt reduction and acquisitions. marketing investment. Hanes is America’s Japan, China and India. The company has The company successfully acquired No. 1 basic apparel brand and can be more than 12,000 employees in Asia, Gear For Sports, a leading licensed logo found in nearly nine of every 10 homes. compared with 500 just four years ago. apparel seller, last year. U.S. MARKET SHARE LEADERSHIP FINANCIAL HIGHLIGHTS Category HBI Unit Share Rank NET SALES (dollars in billions) DILUTED EPS (in dollars) INNERWEAR 5.0 3.0 # Intimate Apparel 1 $4.2 $4.3 $3.9 Male Underwear # 1 $2.16 Socks # 1 Hosiery/Tights # 1 $1.34 2.5 1.5 $4.3 OUTERWEAR T-Shirts # 2 $0.54 Fleece # 1 Activewear # 3 08 09 10 08 09 10 Source: NPD Group, R12 Nov. 2010 To Our Investors, We had a great year in 2010. Sales and earnings per share increased by double digits. We grew both domestically and internationally in our core product categories. We expanded our market share substantially, and we made a successful acquisition. Best of all, we are in a great position to do it again in 2011, even with the challenge of cost inflation. Our brands and market share are stronger than ever, and we aim to capitalize further on this strength. GROWTH TAKES OFF IN 2010 After spending several years investing in our brands, investing in our global low-cost supply chain and strengthening our capital structure, HanesBrands is delivering growth. Net sales in 2010 increased by 11 percent and diluted EPS increased to $2.16 from $0.54 a year earlier. On the strength of shelf-space gains, sales increased in nearly every country and in every SIGNIFICANT U.S. MARKET SHARE GAINS category except sheer hosiery. Our market share gains were impressive in such a short period of time, particularly for men’s underwear. Men’s Underwear + 5 pts Socks + 2 pts Gear For Sports, a leader in licensed logo apparel, began contributing Women’s Plus-Size + 2 pts to sales growth in the fourth quarter after our acquisition of the Bras + 2 pts company and will continue this year. Activewear + 1 pt Source: NPD Group, R12 Nov. 2010 OVERCOMING CHALLENGES IN 2011 The obvious challenge in 2011 for us, and the rest of the industry, is cost inflation, particularly the cost of cotton which has tripled in the last year. We benefit from our self-owned supply chain, which provides us earlier visibility to input-cost inflation compared with most of the industry. Fortunately, we used this information to our advantage by securing a substantial portion of our 2011 cotton needs relatively early and at favorable prices, and we have taken price increases to respond to this new cost environment. We are in a great position to manage through this year’s inflation challenges. In fact, we believe that we have a competitive advantage: our brands command the No. 1 market share positions in key categories and our products are value-priced in the market. Therefore, we plan to price accordingly and continue to invest in our business. This is the time to protect our product quality, advertise our brands, and partner on trade programs. With this continued investment, I am confident in our ability to have a very successful 2011. Richard A. Noll Chairman and Chief Executive Officer March 2, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1, 2011 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 27105 Winston-Salem, North Carolina (Zip code) (Address of principal executive office) (336) 519-8080 (Registrant’s telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share and related Preferred Stock Purchase Rights Name of each exchange on which registered: New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes R No £ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes £ No R 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 R 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 R No £ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K. R 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 R Accelerated filer £ Non-accelerated filer £ Smaller reporting company £ (Do not check if a 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 R As of July 2, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $2,307,420,788 (based on the closing price of the common stock of $24.30 per share on that date, as reported on the New York Stock Exchange and, for purposes of this computation only, the assumption that all of the registrant’s directors and executive officers are affiliates and that beneficial holders of 5% or more of the outstanding common stock are not affiliates). As of February 14, 2011, there were 96,367,197 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference to portions of the registrant’s proxy statement for its 2011 annual meeting of stockholders. HANESBRANDS INC. 2010 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page Forward-Looking Statements ............................................................................... 2 Where You Can Find More Information........................................................................ 2 PART I Item 1 Business .................................................................................... 3 Item 1A Risk Factors .................................................................................. 12 Item 1B Unresolved Staff Comments ..................................................................... 22 Item 1C Executive Officers of the Registrant................................................................ 22 Item 2 Properties .................................................................................... 23 Item 3 Legal Proceedings.............................................................................. 23 Item 4 (Removed and Reserved) ........................................................................ 23 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ... 24 Item 6 Selected Financial Data.......................................................................... 25 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...................... 26 Item 7A Quantitative and Qualitative Disclosures about Market Risk ............................................. 54 Item 8 Financial Statements and Supplementary Data ....................................................... 55 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..................... 55 Item 9A Controls and Procedures ........................................................................ 55 Item 9B Other Information .............................................................................