SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

OR

Commission file number
0-1790

RUSSELL CORPORATION

(678) 742-8000
(Registrant’s Telephone Number, Including Area Code)

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: 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 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes (X)  No (   )

The number of shares outstanding of each of the issuer’s classes of common stock.

INDEX

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PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RUSSELL CORPORATION

See accompanying notes to condensed consolidated financial statements.

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RUSSELL CORPORATION

See accompanying notes to condensed consolidated financial statements.

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RUSSELL CORPORATION
Condensed Consolidated Statements of Income
(In Thousands Except Share and Per Share Amounts)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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RUSSELL CORPORATION

See accompanying notes to condensed consolidated financial statements.

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RUSSELL CORPORATION

1.		BASIS OF PRESENTATION
		The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In our opinion, the accompanying interim condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly our financial position as of October 3, 2004 and October 5, 2003, and the results of our operations for the thirteen and thirty-nine weeks ended October 3, 2004 and October 5, 2003, and our cash flows for the thirty-nine weeks ended October 3, 2004 and October 5, 2003. The unaudited condensed consolidated financial statements as of October 3, 2004 include the consolidation of Frontier Yarns, LLC (“Frontier Yarns”), our 45.3% owned yarn joint venture. Historically, we have accounted for our investment in Frontier Yarns using the equity method of accounting (see Note 4, Impact from Newly Adopted Accounting Standards, for additional discussion).
		The condensed consolidated balance sheet at January 3, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
		For further information about our significant accounting policies, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended January 3, 2004. See also Note 4 for further information on changes in our accounting policies during 2004.
		Certain prior year amounts have been reclassified to conform to the 2004 presentation. These changes had no impact on previously reported results of operations or stockholders’ equity.
		Our revenues and income are subject to seasonal variations. Consequently, the results of operations for the thirteen and thirty-nine weeks ended October 3, 2004 and October 5, 2003, are not necessarily indicative of the results to be expected for the full year.
2.		INVENTORIES
		The components of inventories consist of the following: (in thousands)

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3.		ACQUISITIONS
		On February 6, 2003, we acquired the majority of the assets of Bike Athletic Company for approximately $16 million. On May 16, 2003, we acquired the brands, inventory, contracts, and related assets of the sporting goods business of Spalding Sports Worldwide, Inc. for approximately $65 million. The results of Bike’s and Spalding’s operations have been included in our consolidated financial statements since their respective acquisition dates.
		On June 15, 2004, we acquired the net assets of American Athletic, Inc. (“AAI”) for approximately $13 million. Founded in 1954, AAI manufactures a variety of products including basketball and volleyball equipment, athletic mats and gymnastics apparatus under a variety of brands, including American Athletic and BPI. AAI markets these products to high schools, universities, professional teams, and athletic clubs globally.
		On July 19, 2004, we acquired the net assets of Huffy Sports Company (“Huffy Sports”), a division of Huffy Corporation, for approximately $30 million. Huffy Sports sells basketball equipment, including backboards and inflatable balls under the Huffy Sports®, Sure Shot® and Hydra Rib® brands. Huffy Sports has held a license (which was assigned to us as part of the acquisition) with the National Basketball Association (“NBA”) for use of the NBA league and team logos for nearly a quarter century. Huffy Sports also licenses the NCAA® mark and has been the official supplier to the NCAA’s Final Four Championship for 14 of the last 27 years.
		We acquired AAI and Huffy Sports to enhance our position as a leading branded athletic and sporting goods company.
		The results of AAI’s and Huffy Sports’ operations have been included in our consolidated financial statements, as part of the Domestic segment, since their respective acquisition dates. At October 3, 2004, our consolidated balance sheet reflects the initial purchase price allocation of the assets acquired and liabilities assumed, including approximately $12.7 million of goodwill, $12.6 million of indefinite-lived intangible assets and $2.3 million of finite-lived intangible assets. The initial allocation of the purchase price is subject to change.
4.		IMPACT FROM NEWLY ADOPTED ACCOUNTING STANDARDS
		In January 2003, the FASB issued Financial Interpretation No. 46, Consolidation of Variable Interest Entities, (“FIN 46”). In December 2003, the FASB issued a revised interpretation of FIN 46 (“FIN 46-R”), which supersedes FIN 46 and clarifies certain aspects of FIN 46. FIN 46-R addresses whether business enterprises must consolidate the financial statements of entities known as “variable interest entities.” A variable interest entity is defined by FIN 46-R to be a business entity which has one or both of the following characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity; and (2) the equity investors lack one or more of the following essential characteristics of a controlling financial interest: (a) direct or indirect ability to make decisions about the entity’s activities through voting rights or similar rights, (b) the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities, or (c) the right to receive the expected residual returns of the entity if they occur, which is the compensation for risk of absorbing expected losses. Under FIN 46-R, the party with an ownership, contractual or other financial interest that absorbs the majority of the variable interest entity’s expected losses, or is entitled to receive a majority of the residual returns, or both, is deemed to be the primary beneficiary, and is required to consolidate the variable interest entity’s assets, liabilities and non-controlling interests. We performed a review of all of our ownership and contractual interests in entities including Frontier Yarns. We have determined that Frontier Yarns meets the criteria for being a variable interest entity and that we are the primary beneficiary of the entity. In accordance with FIN 46-R, we began consolidating Frontier Yarns on April 4, 2004. At October 3, 2004, the consolidation of Frontier Yarns increased our total assets by $27.6 million, total liabilities by $14.6 million and non-controlling interests by $13.0 million. For the thirteen and thirty-nine weeks ended October 3, 2004, the consolidation of Frontier Yarns did not have a

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significant impact on our results of operations.

5.		RESTRUCTURING, ASSET IMPAIRMENT AND OTHER UNUSUAL CHARGES (SPECIAL CHARGES)
		In October 2003, we announced an Operational Improvement Program (the “OIP”) designed to reduce costs to offset anticipated selling price decreases, higher fiber costs and other cost increases for fiscal 2004. The OIP included improving operating efficiencies and asset utilization, while streamlining processes in both our manufacturing and administrative areas such as: (i) expanded production with lower cost contractors in Central America/Caribbean; (ii) lower sourcing costs; (iii) increased efficiencies in domestic textile operations; and (iv) improved distribution costs. We incurred no additional special charges associated with the OIP during the thirteen and thirty-nine weeks ended October 3, 2004, other than to adjust the related severance accrual to reflect our best estimate of its ultimate settlement. For the thirteen and thirty-nine weeks ended October 5, 2003, we incurred approximately $1.4 million of special charges including severance and related benefits associated with the OIP. After approximately $2.8 million and $0.1 million of payments made during the thirty-nine weeks ended October 3, 2004 and October 5, 2003, respectively, the remaining liabilities (primarily severance) associated with the OIP were $0.2 million and $1.3 million at October 3, 2004 and October 5, 2003, respectively.
		In July 1998, we adopted a restructuring and reorganization program (the “1998 Program”) with the objectives of (1) transitioning our company from a manufacturing-driven business to a consumer-focused organization that markets branded apparel products and (2) creating an efficient, low-cost operating structure with the flexibility to take advantage of future opportunities to reduce our costs. We substantially completed the 1998 Program in 2001, and there were no additional special charges incurred during the thirteen and thirty-nine weeks ended October 3, 2004 and October 5, 2003, other than to adjust related accruals to reflect our best estimate of their ultimate settlement and to adjust the carrying values of assets idled in prior periods to properly reflect the assets at their net realizable value. After approximately $0.8 million and $2.1 million of payments made during the thirty-nine weeks ended October 3, 2004 and October 5, 2003, respectively, the remaining 1998 Program liabilities (consisting of employee terminations, terminations of licenses and contracts and exit costs related to facilities) were $0.2 million and $0.3 million at October 3, 2004 and October 5, 2003, respectively.
		At October 3, 2004, we held for sale certain closed facilities with an adjusted carrying value of approximately $2.8 million, which have been included in property, plant and equipment as part of the Domestic segment.
6.		COMMITMENTS AND CONTINGENCIES
		Commitments. Refer to Note 8 to our consolidated financial statements in our 2003 Annual Report on Form 10-K for a description of our commitments.
		Contingencies. We are a co-defendant in Locke, et al. v. Russell Corporation, et al. in Jefferson County, Alabama. Fifteen families who own property on Lake Martin in the Raintree Subdivision in Alexander City, Alabama, were the original plaintiffs in the case, which sought unspecified money damages for trespass and nuisance. However, 10 families dropped out of the case and there are five remaining plaintiff families. In May 2002, the trial court entered summary judgment in our favor on all but one of the plaintiffs’ claims. The remaining claim involves a private right of action for public nuisance. We filed a summary judgment motion in October 2003, which was denied in March 2004. Trial has been set for February 2005. A complaint substantially identical to the one filed in the Locke case was filed on November 20, 2001, in the Circuit Court of Jefferson County, Alabama, by two residents of the Raintree Subdivision (Gould v. Russell Corporation, et al.). The trial court has entered summary judgment in our favor on all claims in that case, and the plaintiffs in the case have filed a motion to alter that determination, which remains pending. The allegations in the Locke and Gould cases are similar to those contained in a case styled Sullivan, et al. v. Russell Corporation, et al., which was resolved in our favor by a ruling of the Alabama Supreme Court in 2001. We plan to vigorously defend the Locke and Gould suits.

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		We also are a party to various other lawsuits arising out of the conduct of our business. We do not believe that any of these lawsuits, if adversely determined, would have a material adverse effect upon us.
7.		STOCK-BASED COMPENSATION
		On January 5, 2003, we adopted the prospective transition provisions of FASB Statement of Financial Accounting Standards (“SFAS”) No. 148, which amended SFAS No. 123, Accounting and Disclosure of Stock-based Compensation. SFAS No. 148 uses a fair value based method of accounting for employee stock options and similar equity instruments. By electing the prospective transition method of SFAS No. 148, our results of operations and our financial position are not affected by stock compensation awards granted prior to January 5, 2003. We recognized stock compensation expense of approximately $2.3 million and $3.8 million for the thirteen and thirty-nine weeks ended October 3, 2004, respectively and $0.6 million and $1.4 million for the thirteen and thirty-nine weeks ended October 5, 2003, respectively. For stock compensation awards granted prior to January 5, 2003, we used the intrinsic value approach under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.
		The following table presents a comparison of reported results versus pro forma results that assumes the fair value based method of accounting had been applied to all stock compensation awards granted. For purposes of calculating the pro forma amounts below, the estimated fair value of the options is determined using the Black-Scholes option valuation model and is amortized to expense over the options’ vesting period.

8.		DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
		Our diluted weighted-average common shares outstanding are calculated as follows:

Options to purchase 1.7 million and 1.8 million shares of our common stock for the thirteen and thirty-nine weeks ended October 3, 2004, respectively, and 2.2 million and 2.0 million shares of our common stock for the thirteen and thirty-nine weeks ended October 5, 2003, respectively, were excluded from the computation of diluted weighted-average common shares outstanding because the exercise prices of the

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		options exceeded the average market price.
9.		COMPREHENSIVE INCOME
		Accumulated other comprehensive loss as shown in the condensed consolidated balance sheet is comprised of foreign currency translation adjustments, minimum pension liabilities and foreign currency forward contracts. The components of comprehensive income, net of tax, for the periods indicated below are as follows:

10.		SEGMENT INFORMATION
		We operate our business in two segments: Domestic and International. Beginning in 2004, we have realigned our business in the Domestic segment to focus on brands versus distribution channels. The two brand groupings in the Domestic segment are Athletic and Activewear. Athletic and Activewear have been aggregated into the Domestic reportable segment because these brand groupings are similar in economic characteristics, products, production processes, type of customer, distribution method, and regulatory environment. The International segment, which makes up the majority of our sales outside the United States, distributes athletic, outdoor and activewear products.
		Our management evaluates performance and allocates resources based on profit or loss from operations before interest, income taxes and special charges (Segment operating income). Segment operating income as presented by us may not be comparable to similarly titled measures used by other companies. The accounting policies of the reportable segments are the same as those described in Note One to the consolidated financial statements in our Annual Report on Form 10-K for the year ended January 3, 2004. Intersegment transfers are recorded at cost, and there is no intercompany profit or loss on intersegment transfers.

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A reconciliation of combined segment operating income to consolidated income before income taxes is as follows:

The breakdown of net sales by brand groupings within our reportable segments is as follows:

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11.		EMPLOYEE RETIREMENT BENEFITS
		The following table presents the components of net periodic pension benefit cost for our qualified, noncontributory, defined benefit pension plans and unfunded plans that provide retirement benefits in excess of qualified plan formulas or regulatory limitations for certain employees:

		For the nine months ended October 3, 2004, we made $10.2 million of contributions to the qualified benefit pension plans versus $7.2 million of contributions made in the comparable period last year.
12.		INCOME TAXES
		Our effective tax rate for the 2004 third quarter was 23.3% as compared to 38.0% in the comparable prior year period. For the nine months ended October 3, 2004, our effective tax rate was 27.4% as compared to 38.0% in the comparable prior year period. The decrease in the effective tax rate is due to a $4.5 million benefit primarily resulting from the closure of federal tax audits for 2002 and prior years.
13.		CONDENSED CONSOLIDATING FINANCIAL INFORMATION
		The following tables present condensed consolidating financial information for: (a) Russell Corporation (the “Parent”) on a stand-alone basis; (b) on a combined basis, the guarantors of the Senior Notes (“Subsidiary Guarantors”), which include Jerzees Apparel, LLC; Mossy Oak Apparel Company; Cross Creek Apparel, LLC; Cross Creek Holdings, Inc.; DeSoto Mills, Inc.; Russell Financial Services, Inc.; Russell Asset Management, Inc.; Russell Apparel LLC; RINTEL Properties, Inc.; Russell Yarn, LLC; and Russell Co-Op, LLC (all of which are wholly owned); and (c) on a combined basis, the non-guarantor subsidiaries, which include Alexander City Flying Service, Inc.; Russell Corporation – Delaware; Russell Servicing Co., Inc.; Russell Europe Limited; Russell Mexico, S.A. de C.V.; Jerzees Campeche, S.A. de C.V.; Jerzees Yucatan, S.A. de C.V.; Athletic de Camargo, S.A. de C.V.; Jerzees de Jimenez, S.A. de C.V.; Cross Creek de Honduras, S.A. de C.V.; Russell Corp. Australia Pty Ltd; Russell do Brasil, Ltda.; Russell Corp. Far East, Limited; Russell Japan KK; Spalding Canada Corp.; Jerzees de Honduras, S.A. do C.V.; Jerzees Buena Vista, S.A.; Jerzees Choloma, S.A.; Russell del Caribe, Inc.; Russell France SARL; Russell CZ s.r.o.; Russell Germany GmbH; Russell Spain, S.L.; Russell Italy S.r.l.; Servicios Russell, S.A. de C.V.; Russell Foreign Sales Ltd.; Russell Corp. Bangladesh Limited; Russell Holdings Europe B.V.; Ruservicios, S.A.; Eagle R Holdings Limited; Citygate Textiles Limited; Russell Colombia Ltda; Merendon Textiles, S. de R.L.; Russell Athletic Holdings (Ireland) Limited; SGG Lisco LLC; SGG Patents LLC; RLA Manufacturing; and Frontier Yarns, LLC (our 45.3% owned yarn joint venture). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantee by each 100% owned Subsidiary Guarantor is full and unconditional, joint and several, and we believe separate financial statements and other disclosures regarding the Subsidiary Guarantors are not material to investors. Furthermore, there are no significant legal restrictions on the Parent’s ability to obtain funds from its subsidiaries by dividend or loan.
		The Parent is comprised of Alabama manufacturing operations and certain corporate management, information services and finance functions.

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Russell Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

October 3, 2004

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Russell Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

January 3, 2004

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Russell Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

October 5, 2003

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Russell Corporation and Subsidiaries
Condensed Consolidated Statements of Income

Russell Corporation and Subsidiaries
Condensed Consolidated Statements of Income

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Russell Corporation and Subsidiaries
Condensed Consolidated Statements of Income