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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2001
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 0-1790
RUSSELL CORPORATION
(Exact name of registrant as specified in its charter)
Alabama 63-0180720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3330 Cumberland Blvd, Suite 800
Atlanta, Georgia 30339
755 Lee Street
Alexander City, Alabama 35010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (678)742-8000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, $.01 par value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 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 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 in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock, par value $.01, held by
non-affiliates of the registrant, as of March 26, 2002, was approximately
$359,073,989.
As of March 26, 2002, there were 32,018,951 shares of Common Stock,
$.01 par value outstanding (excluding treasury shares).
-Continued-
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Shareholders Report for the year ended December
29, 2001 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for the Annual Meeting of Shareholders
to be held on April 24, 2002 are incorporated by reference into Parts I and III.
PART I
ITEM 1. Business
GENERAL
Russell Corporation is a leading branded apparel company marketing
activewear, casualwear and athletic uniforms under widely-recognized brand names
including RUSSELL ATHLETIC, JERZEES, MOSSY OAK, CROSS CREEK and DISCUS. The
Company is celebrating its 100th year of operations. The Company designs,
markets and manufactures or sources a variety of apparel products, including
fleece, t-shirts, sport shirts, jackets, athletic shorts, socks, camouflage
attire and accessories for men, women, boys and girls. The Company is a leading
supplier of team uniforms and related apparel to college, high school and other
organized sports teams. The Company is also the official uniform supplier to 15
Major League Baseball teams, including the Atlanta Braves, New York Yankees, San
Francisco Giants and Seattle Mariners and has been the official uniform supplier
to the United States Olympic baseball team since 1988. In addition, the Company
supplies the official uniforms of Little League Baseball, and the Company is an
official uniform supplier to Minor League Baseball. The RUSSELL name has been
associated with high quality apparel for 100 years and with team uniforms since
1932.
The Company's core brands, RUSSELL ATHLETIC, JERZEES and MOSSY OAK,
enjoy national recognition in their respective markets, including: (i) a #2
overall market share in fleece under the RUSSELL ATHLETIC brand name to
department stores, chain stores and sports specialty stores in 2001; (ii) a #1
market position with mass merchandisers for men's fleece under the JERZEES brand
name with a 28% market share in 2001; (iii) a #2 overall position as a supplier
to the artwear (wholesale) distribution channel in 2001; and (iv) one of two
leading players in the camouflage apparel market with its MOSSY OAK brand. The
Company markets its products in more than 40 countries to mass merchandisers,
sporting goods dealers, department and sports specialty stores, college stores,
on-line retailers, mail order houses, artwear distributors, screenprinters and
embroiderers.
In July 1998, the Company initiated a three-year restructuring and
reorganization program with the objectives of: (i) transitioning the Company
from a manufacturing-driven business to a consumer-focused organization that
markets branded apparel products; and (ii) creating an efficient, low-cost
operating structure with the flexibility to take advantage of future
opportunities to further reduce its costs, such as strategic outsourcing
arrangements, transferring its sewing and assembly operations to offshore
facilities, and utilizing increasingly efficient domestic facilities. For
further discussion of activities under the program, see "Management's Discussion
and Analysis" on pages 24 through 35 and Note 9 of "Notes to Consolidated
Financial Statements" on pages 52 through 55 of the Annual Shareholders Report
for the year ended December 29, 2001, which are incorporated herein by
reference.
The Company's principal owned manufacturing facilities are located in
Alabama, North Carolina, Mexico and Honduras. Warehousing and shipping is
conducted in Alexander City, Ft. Payne and Montgomery, Alabama, Mt. Airy, North
Carolina, and Columbus, Georgia. The primary distribution facility for the
Company's European operations is located in Livingston, Scotland. The Company
also maintains warehouses in Mexico, Australia, Germany and Japan.
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The Company produces finished apparel and fabrics utilizing owned
facilities, as well as contractors and other suppliers for spinning, knitting
and weaving, dyeing and finishing, and cutting and sewing operations. While the
Company has retained certain manufacturing operations, its restructuring and
reorganization programs have moved the Company from a manufacturing-based
operation to a supply-chain focused organization with a greater emphasis on
outsourcing in addition to utilizing increasingly efficient domestic facilities.
The Company expects to achieve lower yarn costs by outsourcing the majority of
its yarn requirements to a yarn spinning joint venture the Company entered into
in 2001 (for further discussion of the yarn joint venture, see "Management's
Discussion and Analysis" on pages 24 through 35 and Note 9 of "Notes to
Consolidated Financial Statements" on pages 52 through 55 of the Annual
Shareholders Report for the year ended December 29, 2001, which are incorporated
herein by reference) and through lower raw material prices. The remainder of the
Company's yarn is sourced from other manufacturers. Knitting, weaving, dyeing,
finishing and cutting processes are primarily performed in Company-owned
facilities in the United States. For units sold in the United States and Canada,
more than 95% of the Company's apparel sewing and assembly operations, excluding
socks, are conducted offshore, of which about 70% is conducted at the Company's
facilities in Mexico and Honduras and the remainder is conducted by third
parties located primarily in Mexico and Honduras.
The Company benefits from flexibility in its production scheduling
capability, permitting it to shift product emphasis as markets improve, change
or temporarily decline for particular products. This ability to respond quickly
to market changes has enabled the Company to better manage the utilization of
its manufacturing capacity.
The Company's revenue and income are subject to seasonal variations.
Generally, the Company produces and stores finished goods inventory,
particularly fleece, to meet the expected demand for delivery in the upcoming
season. If, after producing and storing inventory in anticipation of seasonal
deliveries, demand is significantly less than expected, the Company may hold
inventory for extended periods of time, sell excess inventory at reduced prices
or write down portions of the inventory. Such a scenario would adversely affect
the Company's results of operations. Reduced demand could also result in slower
production, lower plant and equipment utilization and lower fixed operating cost
absorption, all of which would have a negative impact on the Company's business.
In addition, due to the time that may lapse between production and shipment of
goods, prices may or may not immediately reflect changes in the Company's cost
of raw materials and other costs. The Company has no meaningful backlog figures.
The Company markets its products under a variety of registered
trademarks in the United States and elsewhere in the world, including RUSSELL
ATHLETIC, JERZEES, CROSS CREEK, and DISCUS, and variations of these brands. The
Company's ability to manufacture or source and sell certain products is
dependent upon licenses held by the Company to utilize various trademarks and
copyrights on such apparel (e.g., MOSSY OAK products). Such licenses may be
subject to periodic renewal and negotiation and certain minimum payment
requirements. The Company does not hold any significant patents, franchises or
concessions in any of its segments.
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SEGMENTS
The Company has two reportable segments: Domestic Activewear and
International Activewear. These segments operate in multiple locations and offer
similar products, including fleece, t-shirts, sport shirts, jackets, athletic
shorts, socks, camouflage attire and accessories for men, women, boys and girls.
The reportable segments are each managed separately because they manufacture or
source, market and distribute products into different geographical areas. The
segment information found in Note 10 on pages 55 through 57 of the 2001 Annual
Report to Shareholders is hereby incorporated by reference.
Domestic Activewear - The Company's Domestic Activewear segment is
organized into three business lines: (1) Russell Athletic, (2) Mass Retail, and
(3) Artwear/Careerwear. The Russell Athletic line is comprised of RUSSELL
ATHLETIC and DISCUS products sold primarily to department and sports specialty
stores, sporting goods dealers, college stores and organized sports teams. The
Mass Retail line is made up of JERZEES and JERZEES OUTDOORS products and MOSSY
OAK camouflage products sold to mass retailers, including supercenters, dollar
stores, warehouse clubs and discount stores. One Mass Retail customer, Wal-Mart
Stores, Inc., and affiliates, accounted for 18.7% of the Company's total revenue
in 2001, 17.9% in 2000, and 19.4% in 1999. The Artwear/Careerwear line consists
of RUSSELL ATHLETIC, JERZEES, MOSSY OAK, CROSS CREEK and THREE RIVERS products
sold to artwear distributors, wholesalers and embellishers. This line also
includes fabrics that the Company sells to other apparel manufacturers,
primarily for the manufacture of school and industrial uniforms. The top ten
customers of the Domestic Activewear segment accounted for approximately 48.7%
of the Company's 2001 net sales. Domestic Activewear is sold by a combination of
a salaried, Company-employed sales force and commission agents.
The Domestic Activewear segment utilizes Company-owned manufacturing
facilities to produce product, as well as contractors or other vendors for
components in the manufacturing process or for the procurement of finished
product. Generally, Company-owned and operated manufacturing facilities for
Domestic Activewear consist of fabrication, dyeing, finishing, cutting and
sewing. Yarn used in production by the Domestic Activewear segment is purchased
primarily from one principal supplier under a long-term supply agreement (see
discussion of yarn joint venture in the Business-GENERAL section above). The
Company has experienced no material difficulties in purchasing adequate supplies
and does not presently anticipate difficulties in the future.
International Activewear - The Company's International Activewear
segment includes sales of the Company's core RUSSELL ATHLETIC and JERZEES
products to department and sports specialty stores, mass retailers, artwear
distributors and screenprinters in approximately 40 countries outside the United
States and Canada. For fiscal 2001, the Company's international business
represented 6.9%, or $80.6 million, of total net sales. The majority of the
Company's international business is sales of JERZEES products to the artwear
channel in Europe. In Europe, the Company also markets RUSSELL ATHLETIC products
primarily through eight licensing arrangements. RUSSELL ATHLETIC products are
also sold in Japan, where DISCUS products are sold as well. The Company's
International Activewear sales force and the independent agents dedicated to its
international business are primarily based in the United Kingdom, Germany,
France, Spain, Italy, Czech Republic, Mexico, Japan and Australia and are
generally assigned by business line and by geographic territory.
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COMPETITION
The apparel industry in all of the Company's businesses is extremely
competitive, and the Company has many domestic and foreign competitors, both
large apparel companies and smaller concerns. While the sales of a few
competitors are significantly greater than those of the Company, no single
competitor dominates any channel in which the Company operates.
EMPLOYEES
As of December 29, 2001, the Company employed 13,130 persons. The
Company has never had a strike or work stoppage and considers its relationship
with its employees to be good.
REGULATION
The Company is subject to federal, state and local laws and regulations
affecting its business, including, but not limited to, those promulgated under
the Occupational Safety and Health Act, the Consumer Product Safety Act, the
Flammable Fabrics Act, the Textile Fiber Product Identification Act, and the
rules and regulations of the Consumer Products Safety Commission and various
environmental laws and regulations. The Company believes that it is in
compliance with all applicable governmental regulations under these statutes.
The Company also believes it is in compliance with all current environmental
requirements and expects no material environmental expenditures in the
foreseeable future.
FORWARD-LOOKING INFORMATION
With the exception of historical information, the matters and
statements discussed, made or incorporated by reference in this Annual Report on
Form 10-K constitute forward-looking statements and are discussed, made or
incorporated by reference, as the case may be, pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Wherever
possible, the Company has identified these "forward-looking" statements (as
defined in Section 21E of the Securities and Exchange Act of 1934) by words such
as "anticipates", "believes", "intends", "estimates", "expects" and similar
phrases. In addition, the Company and its representatives may from time to time
make other oral or written statements that are also forward-looking statements.
These forward-looking statements are based upon assumptions the Company
believes are reasonable; however, such statements are subject to risks and
uncertainties which could cause the Company's actual results, performance and
achievements to differ materially from those expressed in, or implied or
contemplated by, these statements. These risks and uncertainties include, but
are not limited to, the timing and effect of the Company's restructuring and
reorganization plan; the overall level of consumer spending for apparel; the
financial strength of the retail industry; actions by competitors that may
impact the Company's business (including in particular changes in pricing);
accuracy of forecasts; the impact of the realignment of the Company's
organization structure; the existence of excess capacity in the Company's
industry; changes in prices and availability of raw materials used in the
Company's manufacturing processes; the ability of the Company to reduce costs in
the manufacturing process, including the success of the Company's yarn joint
venture; the success of planned advertising, marketing and promotional campaigns
and international activities; changes in customer relationships; the impact of
economic changes in the markets where the Company competes, such as changes in
interest rates, currency exchange rates, inflation rates, recession, and other
external economic and political factors over which the Company has no control;
and other risks and uncertainties
I-4
discussed or indicated in other documents filed by the Company with the
Securities and Exchange Commission from time to time. The risks listed above are
not exhaustive and other sections of this Annual Report on Form 10-K may include
additional factors that could adversely affect the Company's business and
financial performance. The Company assumes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 2. Properties
The Company's principal executive offices are located in Atlanta,
Georgia and Alexander City, Alabama, with owned manufacturing plants and
distribution facilities located in Alabama, Georgia, North Carolina, Mexico and
Honduras. As previously disclosed, the Company has secured most of its
outstanding debt by a pledge of substantially all of its domestic assets, which
included first mortgages on its real property in the United States, other than
property held for sale, and encumbrances on its manufacturing machinery held in
the United States.
The Company has no other material encumbrances on its real property or
manufacturing machinery and believes that all of its properties are well
maintained and suitable for its operations and are currently fully utilized for
such purposes, excluding plants and equipment that are held for sale as a result
of restructuring. (See Note 9 of "Notes to Consolidated Financial Statements" on
pages 52 through 55 of the Annual Shareholders Report for the year ended
December 29, 2001, which is incorporated herein by reference.)
The Company utilizes an aggregate of approximately 8,068,000 square
feet of manufacturing, warehousing and office facilities, and has approximately
2,003,000 square feet that is either idle or held for sale. The following table
summarizes the approximate areas of such facilities:
Domestic International Total
Primary Use Activewear Activewear Square Feet
----------- ---------- -------------- -----------
Knitting and Weaving 813,000 813,000
Dyeing and Finishing 977,000 977,000
Cutting and Sewing 1,295,000 48,000 1,343,000
Warehousing and Shipping 3,841,000 230,000 4,071,000
Administrative 246,000 57,000 303,000
Idle or held for sale 2,003,000 2,003,000
Other 561,000 561,000
All presently utilized facilities in the U.S. are owned, except the
regional sales offices, certain distribution facilities and the Company's
headquarters in Atlanta, Georgia (see Note 8 of "Notes to Consolidated Financial
Statements" on pages 50 and 51 of the Annual Shareholders Report for the year
ended December 29, 2001, which is incorporated herein by reference).
ITEM 3. Legal Proceedings
The Company is a co-defendant in Locke, et al. v. Russell Corporation,
et al., in Jefferson County, Alabama. Fifteen families were the original
plaintiffs in this case. However, ten families withdrew from the case and there
are now only five plaintiff families. The claims asserted in the complaint are
for trespass and nuisance relating to property owned by the plaintiffs on Lake
Martin in a subdivision of Alexander City, Alabama called the Raintree
Subdivision. The plaintiffs in this case have not specified the amount of
damages they are seeking. A complaint substantially identical to the one filed
in the Locke case was filed on November 20, 2001 in the Circuit
I-5
Court of Jefferson County, Alabama, by two residents of the Raintree Subdivision
(Gould v. Russell Corporation, et al.). This case has been consolidated with the
Locke case. The claims and allegations in the Locke and Gould cases are
virtually identical to a similar case styled Sullivan, et al. v. Russell
Corporation, et al., which was resolved in the Company's favor in a ruling by
the Supreme Court of Alabama earlier in 2001. The Company plans to vigorously
defend the Locke and Gould suits.
By letter dated January 13, 2000, the Company was notified by the
United States Department of Justice (DOJ) that the DOJ intended to institute
legal proceedings against the Company and certain other parties alleging
violations of the Clean Water Act in connection with the treatment and discharge
of waste at a water treatment facility operated by the City of Alexander City,
Alabama. Since that time, the Company and the other parties engaged in
discussions with the DOJ. On March 5, 2002, the Company and the two other
parties, with no admission of liability, entered into a Consent Decree with the
DOJ whereby the Company and the other parties agreed (i) to pay a civil penalty
of $30,000, of which the Company will pay $10,000 and (ii) to participate in a
Supplemental Environmental Project, the cost of which will be approximately
$197,000, of which the Company will pay approximately $112,000. The Company is
not required to undertake any corrective or remedial action under the terms of
the Consent Decree. The Consent Decree must be judicially approved after public
comment, but the Company has no reason to believe such approval will be
withheld. The Supplemental Environmental Project will be undertaken in
connection with the settlement of a civil enforcement action taken by the United
States for violations of the Clean Water Act. The Company specifically denied
the allegations of the DOJ and specifically denied any liability based upon
those allegations. The Company does not believe the settlement of this matter
will have a material adverse effect upon its business.
The Company is a party to various other lawsuits arising out of the
conduct of its business, the majority of which, if adversely determined, would
not have a material adverse effect upon the Company.
ITEM 4. Submission of Matters to a Vote of Security Holders
On December 10, 2001, a special meeting of the Company's shareholders
was held in Alexander City, Alabama to consider a proposal to authorize the
Company to increase, without limit, the amount of bonded indebtedness the
Company is permitted to incur for purposes of Alabama state law. At September
30, 2001, the Company had outstanding and entitled to vote 31,982,986 shares of
the Company's common stock. Of the shares voting at the December 10, 2001
meeting, the results of the vote on the proposal were as follows:
Voting For: 24,601,176
Voting Against: 1,765,481
Votes Withheld: 0
Abstentions: 427,936
Broker Non-Votes: 0
EXECUTIVE OFFICERS OF THE COMPANY
"Election of Directors" on pages 1 through 3 of the Proxy Statement for
the Annual Meeting of Shareholders to be held April 24, 2002 is incorporated
herein by reference.
I-6
Additional executive officers who are not directors are as follows:
Officer
Name Age Since Position
---- --- ------- --------
Jonathan R. Letzler 45 1998 President and Chief
Operating Officer
Robert D. Martin 54 2000 Senior Vice President/
Chief Financial Officer
Floyd G. Hoffman 59 1999 Senior Vice President,
Corporate Development,
General Counsel and
Secretary
Eric N. Hoyle 54 1998 Senior Vice President
Carol M. Mabe 53 2000 Senior Vice President/
President and Chief
Executive Officer,
Russell Athletic
JT Taunton, Jr. 59 1983 Senior Vice President/
President and Chief
Executive Officer,
Fabrics and Services
Joseph R. Pinkston III 47 2002 Senior Vice President,
Human Resources
Nancy N. Young 53 1998 Vice President,
Communications and
Community Relations
Larry E. Workman 58 1987 Corporate Controller
M. Cheryl Barre 45 2001 Vice President/
President, Mass Retail
Steven B. Farley 51 2001 Vice President, Treasurer
J. Scott Mosteller 41 2001 Vice President, Operations
Gilbert J. Roberts 41 2001 Vice President/
President, Russell Artwear
Steve R. Forehand 46 1987 Assistant General Counsel
And Assistant Secretary
Christopher M. Champion 31 2001 Associate Counsel, Director
Of Government Relations
And Assistant Secretary
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Mr. Letzler was employed by the Company in 1998, as Senior Vice
President and Chief Executive Officer of JERZEES. He was named President and
Chief Operating Officer in 2001. Prior to joining the Company, he was with Sara
Lee Corporation, from 1980 to 1998, most recently as President of Hanes Hosiery
and prior to that he was President of the Hanes Printables Division.
Mr. Martin, employed by the Company in 2000, was most recently Senior
Vice President and CFO for Sunbeam Corporation's international operations. Prior
to joining Sunbeam, he had been with Sara Lee Corporation's branded apparel
operations for 22 years, the last 8 years of which he served as Vice President
and CFO of the European apparel group.
Mr. Hoffman was employed by the Company as Senior Vice President,
General Counsel and Secretary in 1999 and assumed additional responsibility, as
Senior Vice President, corporate development in 2000. Prior to joining the
Company, he was Vice President-General Counsel and Secretary for OSI Industries,
Inc. from 1996 to 1999. Prior to that, he was Vice President-Deputy General
Counsel and Assistant Secretary for Sara Lee Corporation.
Mr. Hoyle was employed by the Company in 1998 as the Executive Vice
President and Chief Financial Officer. He was named President and Chief
Executive Officer of Cross Creek Apparel and Senior Vice President of the
Company in 2000. Prior to joining the Company, he was most recently with Ithaca
Industries, from 1994 to 1998, serving as Chief Financial Officer.
Ms. Mabe, employed by the Company in 1999, was most recently Vice
President of the Company and President and Chief Operating Officer of the
Company's Russell Athletic Division. She was named President and Chief Executive
Officer of Russell Athletic and Senior Vice President of the Company in 2001.
Prior to joining the Company, she was Vice President of strategic marketing for
VF Jeanswear, Inc., a subsidiary of VF Corporation. She has also held executive
positions with Victoria's Secret Stores and Sara Lee Corporation.
Mr. Taunton, employed by the Company since 1973, was named President
and Chief Executive Officer of Fabrics and Services and Senior Vice President of
the Company in 1998. Prior to that, he most recently served as Executive Vice
President, Sales and Marketing. He had also previously served as President of
the Fabrics Division from 1988 to 1993.
Mr. Pinkston was employed by the Company in 2002 in his current role.
Prior to joining the Company, he was Vice President, Human Resources for
Hussmann International where he oversaw all human resources on a worldwide basis
for 6 years. Prior to that he served in senior human resources roles for both
Barnes International and AlliedSignal where he began his career in operations as
a management trainee.
Ms. Young was employed by the Company in 1998 in her current role.
Prior to joining the Company, she was with Sara Lee Corporation from 1984 to
1998, most recently as Director, Corporate Affairs and Community Relations.
Mr. Workman was named Controller in 1987. He has been employed by the
Company since 1969 as an accountant and served as Manager, Cost Accounting, from
1970 to 1987.
Ms. Barre, employed by the Company since 1999, was named President,
Mass Retail and Vice President of the Company in 2001 after serving as President
of JERZEES Retail since 1999. Prior to joining the Company, she had been with
PepsiCo, Inc., for 15 years, most recently as Vice President for Fountain
Beverage of Pepsi-Cola Company.
I-8
Mr. Farley was employed by the Company as Assistant Treasurer in 2001
and named Vice President and Treasurer later that year. Prior to joining the
Company, Mr. Farley spent 24 years in corporate and investment banking, and was
registered under Series 7 and 63. Most recently, he was a Senior Vice President
with First Union Securities, Inc., from June 2000 through April 2001.
Mr. Mosteller was employed by the Company as President of DeSoto Mills,
Inc., in 2000. He was named corporate Vice President, Operations in 2001. Prior
to joining the Company, he was with Simpson Performance Products as Chief
Operating Officer for 2 years after serving with Sara Lee Corporation's branded
apparel operations for 10 years, most recently as Vice President of Sourcing for
the European knit products business.
Mr. Roberts was employed by the Company as President of Russell Artwear
and Vice President of the Company in 2001. Prior to joining the Company, he was
Chief Operating Officer with Butterfield & Robinson for 2 years. He had
previously been with the Company as President of JERZEES Retail Operations in
1999 after being initially employed as Vice President, Planning and Development
in 1998. Prior to joining the Company in 1998, Mr. Roberts had served with Sara
Lee Corporation for 10 years in a variety of roles.
Mr. Forehand, employed by the Company in 1985 as Director of Taxes,
served as Assistant Secretary from 1987 to 1988 and Secretary from 1989 to 1998,
when he was named Assistant General Counsel and Assistant Secretary.
Mr. Champion joined the Company in 1995 as a staff attorney. He was
named Director of Government Relations in 1999 and assumed his current duties as
Associate Counsel, Director of Government Relations and Assistant Secretary in
2001.
All executive officers and all other officers of the Company were
elected or re-elected to their positions at the Board of Directors meeting on
February 20, 2002.
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PART II
ITEM 5. Market for the Registrant's Common
Equity and Related Stockholder Matters
"Dividend and Market Information" on the inside back cover of the
Annual Shareholders Report for the year ended December 29, 2001 is incorporated
herein by reference.
The approximate number of holders of the Company's common stock at
March 26, 2002 was 8,800.
ITEM 6. Selected Financial Data
"Ten Year Selected Financial Highlights" on pages 22 and 23 of the
Annual Shareholders Report for the year ended December 29, 2001 is incorporated
herein by reference with respect to fiscal years 2001, 2000, 1999, 1998, and
1997.
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
"Management's Discussion and Analysis" on pages 24 through 35 of the
Annual Shareholders Report for the year ended December 29, 2001 is incorporated
herein by reference.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
"Management's Discussion and Analysis" on pages 24 through 35 of the
Annual Shareholders Report for the year ended December 29, 2001 is incorporated
herein by reference.
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ITEM 8. Financial Statements and Supplementary Data
The following consolidated financial statements of the registrant and
its subsidiaries included in the Annual Shareholders Report for the year ended
December 29, 2001 are incorporated herein by reference:
...Consolidated Balance Sheets - Years ended December 29, 2001 and
December 30, 2000
...Consolidated Statements of Operations - Years ended December 29,
2001, December 30, 2000 and January 1, 2000
...Consolidated Statements of Cash Flows - Years ended December 29,
2001, December 30, 2000 and January 1, 2000
...Consolidated Statements of Stockholders' Equity - Years ended
December 29, 2001, December 30, 2000 and January 1, 2000
...Notes to Consolidated Financial Statements - Years ended December
29, 2001, December 30, 2000 and January 1, 2000
...Report of Independent Auditors
ITEM 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
None.
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PART III
ITEM 10. Directors and Executive Officers of the Registrant
"Election of Directors" on pages 1 through 3 of the Proxy Statement for
the Annual Meeting of Shareholders to be held April 24, 2002 is incorporated
herein by reference.
"Executive Officers of the Company" on pages I-7 through I-9 of this
report is incorporated herein by reference.
"Section 16(a) Beneficial Ownership Reporting Compliance" on page 6 of
the Proxy Statement for the Annual Meeting of Shareholders to be held April 24,
2002 is incorporated herein by reference.
ITEM 11. Executive Compensation
"Executive Compensation" on pages 10 through 14 of the Proxy Statement
for the Annual Meeting of Shareholders to be held April 24, 2002 is incorporated
herein by reference. "Management Development and Compensation Committee Report
on Executive Compensation" and "Comparative Five-Year Cumulative Total Returns
Through 12/31/2001" on pages 7 through 10 of the Proxy Statement for the Annual
Meeting of Shareholders to be held April 24, 2002 are incorporated herein by
reference, but pursuant to Instruction (9) to Item 402 (a)(3) of Regulation S-K
shall not deemed to be filed with the Commission or subject to the liabilities
of Section 18 of the Securities Exchange Act of 1934.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) "Principal Shareholders" on pages 4 and 5 of the Proxy Statement
for the Annual Meeting of Shareholders to be held April 24, 2002 is incorporated
herein by reference.
(b) Information concerning security ownership of management set forth
on page 3 of the Proxy Statement for the Annual Meeting of Shareholders to be
held April 24, 2002 under the captions "Security Ownership of Executive Officers
and Directors" is incorporated herein by reference.
(c) There are no arrangements known to the registrant the operation
of which may at a subsequent date result in a change in control of the
registrant.
ITEM 13. Certain Relationships and Related Transactions
"Transactions with Management and Others" on pages 6 and 7 of the Proxy
Statement for the Annual Meeting of Shareholders to be held April 24, 2002 is
incorporated herein by reference.
III-1
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) List of Documents filed as part of this Report:
(1) Financial Statements
All financial statements of the registrant as set
forth under Item 8 of this Report on Form 10-K
(2) Financial Statement Schedule
Schedule Page
Number Description Number
II Valuation and Qualifying IV-6 and IV-7
Accounts
All other financial statements and schedules not listed have been
omitted since the required information is included in the consolidated financial
statements or the notes thereto, or is not applicable or required.
(3) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(3a) Restated Articles of Incorporation IV-10
(3b) Certificate of Adoption of Resolutions by Exhibit 4.2 to Current Report on
Board of Directors of Russell Corporation Form 8-K filed September 17, 1999
dated October 25, 1989
(3c) Bylaws IV-11
(4a) Rights Agreement dated as of Exhibit 4.1 to Current Report on
September 15, 1999 between the Form 8-K filed on September 17,
Company and SunTrust Bank, 1999
Atlanta, Georgia
(4b) Note Agreement dated as of IV-12
December 7, 1995 relating to the
Company's Senior Notes due
November 30, 2008
(4c) Note Agreement dated as of August Exhibit (4b) to Annual Report on
28, 1997 relating to the Form 10-K for year ended January
Company's Senior Notes due August 1, 2000
28, 2007
IV-1
Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(4d) Amendment No. 9 dated as of IV-13
January 31, 2002 relating to the Company's
Senior Notes due August 28, 2007 and the
Company's Senior Notes due November 30,
2008
(4e) Amended and Restated Credit IV-14
Agreement dated as of January 31,
2002 relating to the Company's
$250,000,000 Revolving Loan
Facility
(4f) Guarantee and Collateral IV-15
Agreement dated as of December
14, 2001 between the Company and
Wachovia Bank, N.A., as
collateral agent
(4g) Intercreditor and Agency IV-16
Agreement dated as of December
14, 2001 between the Company and
its primary lenders
(4h) Letter Agreement dated as of IV-17
January 31, 2002 between the
Company and its primary lenders
(10a) Fuel supply contract with Russell Exhibit 13(c) to Registration
Lands, Incorporated dated May 21, Statement No. 2-56574
1975
(10b) 1987 Stock Option Plan Exhibit 1 to Registration
Statement No. 33-24898
(10c) Russell Corporation 1997 Exhibit (10f) to Annual Report
Non-Employee Directors' Stock on Form 10-K for year ended
Grant, Stock Option and Deferred January 2, 1999
Compensation Plan
IV-2
Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(10d) Amended and Restated Executive Appendix B to Proxy Statement
Incentive Plan dated March 16, 2000
(10e) Russell Corporation Flexible Exhibit 4(k) to Registration
Deferral Plan Statement No. 333-89765
(10f) First Amendment to the Russell IV-18
Corporation Flexible Deferral Plan
(10g) Russell Corporation 2000 Stock Exhibit 4(k) to Registration
Option Plan Statement No. 333-30238
(10h) Russell Corporation Employee Exhibit 4(k) to Registration
Stock Purchase Plan Statement No. 333-30236
(10i) Amendment No. 1 to the Russell IV-19
Corporation 2000 Employee Stock
Purchase Plan
(10j) Russell Corporation 2000 Exhibit 4(m) to Registration
Non-Employee Directors' Statement No. 333-55340
Compensation Plan
(10k) Amended and Restated Employment Exhibit (10m) to Annual Report
Agreement dated April 1, 2001, by on Form 10-K for year ended
and between the Company and John December 30, 2000
F. Ward
(10l) Amended and Restated Executive Exhibit (10n) to Annual Report
Deferred Compensation and Buyout on Form 10-K for year ended
Plan dated April 1, 2001, by December 30, 2000
and between the Company
and John F. Ward
(10m) Employment Agreement dated Exhibit (10n) to
November 20, 1998 by and Annual Report
between the Company and Jonathan on Form 10-K for year ended
Letzler January 1, 2000
(10n) Change-of-Control Employment IV-20
Agreement dated as of December
19, 2001 by and between the
Company and Jonathan Letzler
IV-3
Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(10o) Russell Corporation Supplemental Exhibit (10p) to
Executive Retirement Plan dated Annual Report on Form
February 23, 2000 10-K for year ended
December 30, 2000
(10p) Supply Agreement dated as of IV-21
December 28, 2001 by and between
the Company and Frontier Yarns,
LLC(1)
(10q) Russell Corporation Supplemental IV-22
Retirement Benefit Plan dated
January 24, 1996, as amended
through March 28, 2002
(10r) Employment Agreement dated IV-23
September 17, 1999 by and between
the Company and Carol M. Mabe
(10s) Employment Agreement dated August IV-24
16, 2000 by and between the
Company and Robert D. Martin
(11) Computations of Income/(Loss) per IV-25
Common Share
(13) 2001 Annual Report to Shareholders IV-26
(21) List of Significant Subsidiaries IV-27
(23) Consent of Ernst & Young LLP, IV-28
Independent Auditors
(24) Powers of Attorney IV-29
(99) Proxy Statement for April 24, 2002 IV-30
Annual Shareholders' Meeting
IV-4
- --------
(1) Portions of the Supply Agreement have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission
(the "SEC"). The omitted material has been filed separately with the SEC.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, upon request of the
Commission, the registrant will furnish copies to the Commission of any
agreement which defines the rights of holders of long-term debt of the
registrant for which the total amount of securities authorized thereunder does
not exceed 10% of the total assets of the registrant and its subsidiaries on a
consolidated basis and which have not heretofore been filed with the Commission.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the year
ended December 29, 2001.
IV-5
SCHEDULE II - - VALUATION AND QUALIFYING ACCOUNTS
RUSSELL CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------------------------------------------------
BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO COSTS AT END
DESCRIPTION OF PERIOD AND EXPENSES ACQUISITIONS DEDUCTIONS OF PERIOD
- --------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 29, 2001
Allowance for doubtful accounts $7,816,440 $ 5,776,937 $ 1,625,306 $11,968,071
Reserve for discounts and returns 1,979,833 16,278,217 14,442,289 3,815,761
----------- ----------- ----------- ----------- -----------
TOTALS $9,796,273 $22,055,154 $ -- $16,067,595 $15,783,832
========== =========== =========== =========== ===========
YEAR ENDED DECEMBER 30, 2000
Allowance for doubtful accounts $4,520,566 $ 4,857,941 $ -- $ 1,562,067(1) $ 7,816,440
Reserve for discounts and returns 3,391,201 7,731,241 0 9,142,609(2) 1,979,833
---------- ----------- ----------- ----------- -----------
TOTALS $7,911,767 $12,589,182 $ -- $10,704,676 $ 9,796,273
========== =========== =========== =========== ===========
YEAR ENDED JANUARY 1, 2000
Allowance for doubtful accounts $5,363,868 $ 412,214 $ 0 $ 1,255,516(1) $ 4,520,566
Reserve for discounts and returns 3,198,242 1,984,423 0 1,791,464(2) 3,391,201
---------- ----------- ----------- ----------- -----------
TOTALS $8,562,110 $ 2,396,637 $ 0 $ 3,046,980 $ 7,911,767
========== =========== =========== =========== ===========
(1) Uncollectible accounts written off, net of recoveries
(2) Discounts and returns allowed customers during the year
IV-6
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
RUSSELL CORPORATION AND SUBSIDIARIES
- ----------------------------------------------------------------------------------------------------------------------------------
RESERVE AT ADDITIONS RESERVE
BEGINNING CHARGED TO COSTS AT END
DESCRIPTION OF PERIOD AND EXPENSES ACQUISITIONS DEDUCTIONS OF PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 29, 2001
Asset impairment $29,340,000 $ 82,255,000 $ -- $ 68,305,000(4)(5) $43,290,000
Employee termination charges 3,320,000 23,808,000 -- 15,455,000(3) 11,673,000
Inventory write-downs 2,930,000 13,084,000 -- 6,839,000(5) 9,175,000
Termination of certain licenses
and contracts 2,406,000 6,387,000 -- 7,376,000(3) 1,417,000
Exit cost related to facilities -- 11,577,000 -- 8,528,000(3) 3,049,000
Other 1,451,000 6,981,000 -- 7,707,000(3) 725,000
----------- ------------ ----------- ------------ -----------
TOTALS $39,447,000 $144,092,000 $ -- $114,210,000 $69,329,000
=========== ============ =========== ============ ===========
YEAR ENDED DECEMBER 30,2000
Asset impairment and $14,632,000 $ 34,000,000 $ -- $ 19,292,000(4)(5) $29,340,000
accelerated depreciation
Employee termination charges 4,770,000 11,834,000 -- 13,284,000(3) 3,320,000
Inventory write-downs 3,251,000 3,648,000 -- 3,969,000(5) 2,930,000
Termination of certain licenses
and contracts 1,223,000 3,313,000 -- 2,130,000 2,406,000
Exit cost related to facilities 534,000 4,596,000 -- 5,130,000(3) --
Other -- 7,620,000 -- 6,169,000(3) 1,451,000
----------- ------------ ----------- ------------ -----------
TOTALS $24,410,000 $ 65,011,000 $ -- $ 49,974,000 $39,447,000
=========== ============ =========== ============ ===========
YEAR ENDED JANUARY 1, 2000
Asset impairment and $ 3,951,000 $ 28,459,000 $ -- $ 17,778,000(4)(5) $14,632,000
accelerated depreciation
Employee termination charges 4,567,000 17,542,000 -- 17,339,000(3) 4,770,000
Inventory write-downs 1,964,000 4,988,000 -- 3,701,000(5) 3,251,000
Termination of certain licenses
and contracts 1,223,000 -- -- -- 1,223,000
Exit cost related to facilities 534,000 11,743,000 -- 11,743,000(3) 534,000
Other -- 7,989,000 -- 7,989,000(3) --
----------- ------------ ----------- ------------ -----------
TOTALS $12,239,000 $ 70,721,000 $ -- $ 58,550,000 $24,410,000
=========== ============ =========== ============ ===========
(3) Represents cash paid
(4) Represents asset write-offs
(5) Represents assets sold after write-downs
IV-7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunder duly authorized.
RUSSELL CORPORATION
(Registrant)
Date 3/28/02 By /s/ John F. Ward
------- ------------------------------------------------
John F. Ward
Chairman and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
/s/ John F. Ward Chairman and CEO 3/28/02
--------------------------- -------
John F. Ward Date
Senior Vice President and
/s/ Robert D. Martin Chief Financial Officer 3/28/02
--------------------------- -------
Robert D. Martin Date
/s/ Herschel M. Bloom Director 3/28/02
-------------------------- -------
Herschel M. Bloom Date
/s/ Ronald G. Bruno Director 3/28/02
-------------------------- -------
Ronald G. Bruno Date
/s/ Timothy A. Lewis Director 3/28/02
---------------------------- -------
Timothy A. Lewis Date
/s/ C. V. Nalley III Director 3/28/02
---------------------------- -------
C. V. Nalley III Date
IV-8
/s/ Margaret M. Porter Director 3/28/02
--------------------------- -------
Margaret M. Porter Date
/s/ Mary Jane Robertson Director 3/28/02
--------------------------- -------
Mary Jane Robertson Date
/s/ Benjamin Russell Director 3/28/02
--------------------------- -------
Benjamin Russell Date
/s/ John R. Thomas Director 3/28/02
--------------------------- -------
John R. Thomas Date
/s/ John A. White Director 3/28/02
--------------------------- -------
John A. White Date
/s/ Larry E. Workman Controller 3/28/02
--------------------------- (Principal Accounting Officer)-------
Larry E. Workman Date
IV-9