1
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 30, 2000
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 35011-0272
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (256)500-4000
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 27, 2001, was approximately
$447,904,000.
As of March 27, 2001, there were 31,900,243 shares of Common Stock,
$.01 par value outstanding (excluding treasury shares).
-Continued-
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Shareholders Report for the year ended December
30, 2000 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 25, 2001 are incorporated by reference into Part I and III.
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PART I
ITEM 1. Business
GENERAL
Russell Corporation is an international branded apparel company
specializing in activewear, casualwear and athletic uniforms. Major brands
include Russell Athletic(R), JERZEES(R), Cross Creek(R), and Mossy Oak
Apparel(R). The Company designs and merchandises a variety of leisure and sports
apparel marketed to sporting goods dealers, department and specialty stores,
mass merchandisers, golf pro shops, college bookstores, mail order houses,
screen printers and embroiderers, and distributors. Products are derived from a
combination of internally produced products and third-party sources.
On July 22, 1998, the Company announced a three-year restructuring and
reorganization plan to improve the Company's global competitiveness. For further
discussion of activities under the plan, see Note 10 of Notes to Consolidated
Financial Statements.
More than 95% of the Company's total revenues in 2000 were derived from
the sale of completed apparel, with the balance from woven fabrics. During each
of the two previous fiscal years ending January 1, 2000 and January 2, 1999,
completed apparel also accounted for more than 95% of total revenues. Foreign
and export sales for 2000 were 9.1%. In each of the immediately preceding two
years, foreign and export sales were 10.8% and 10.7%, respectively. One
customer, Wal-Mart Stores, Inc. and affiliates, accounted for 17.9% of total
revenues in 2000, 19.4% in 1999 and 19.0% in 1998.
The Company produces athletic uniforms for most sports activities and
for players of all ages and sizes. These products are marketed to professional,
collegiate, high school, and other teams as well as to individuals. Activewear
and casual apparel, such as t-shirts, fleece sweatshirts and sweatpants,
pullovers, jackets, and other knitted apparel products, are produced for the
general consumer market. Product lines also include placket shirts, turtlenecks
and golf apparel. The Company also produces sports and casual socks, including
tube, quarter anklet and crew socks for men, women and children. Woven fabrics
are produced and sold to other apparel manufacturers.
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; West Point, Mississippi; and Vidalia, Georgia. The primary
distribution facilities for the International Division are at Russell Europe
Limited, located in and around Livingston, Scotland. The Company also maintains
warehouses in Mexico and Australia.
As a vertically integrated operation, the Company converts raw fibers
into finished apparel and fabrics utilizing company-owned facilities, as well as
contractors and general suppliers for spinning, knitting and weaving, dyeing and
finishing, and cutting and sewing operations. Generally, the Company produces
most of the yarns, other than textured and filament yarns, used in the Company's
manufacturing processes. As a result of its integrated production process, the
majority of the functions required to produce finished apparel and fabrics can
be performed by the Company without reliance upon outside contractors. The
Company is not, however, solely reliant on owned facilities and operations,
particularly in apparel assembly. During the year approximately 84% of its
products for domestic consumption were assembled at contractors, owned
operations or purchased from other suppliers outside the United States.
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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 manage the utilization of its
manufacturing capacity.
The Company's revenues and income are subject to seasonal variations.
However, due to the time which may elapse between the acceptance of customers'
orders and shipment of goods, prices may or may not immediately reflect changes
in the Company's cost of raw materials and other costs. Working capital needs
may change with the increase or decrease in inventories or accounts receivable
as a result of a variety of credit terms and time between production and
shipments. Production schedules are based primarily on forecasts incorporating
current orders, the history of customer orders, market research, and similar
market factors. The Company has no meaningful backlog figures.
The Company does not hold any significant patents, franchises or
concessions in any of its segments. The Company's ability to manufacture and
sell certain licensed apparel products is dependent upon licenses held by the
Company to utilize various trademarks and tradenames on such apparel. The
licenses are subject to periodic renewal and negotiation and certain minimum
payments.
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SEGMENTS
The Company has two reportable segments: Activewear and International.
These segments offer similar products and operate in multiple locations. The
reportable segments are each managed separately because they manufacture and
distribute products into different geographical areas. The segment information
found in Note 11 on pages 44 and 45 of the 2000 Annual Report to Shareholders is
hereby incorporated by reference.
Activewear - The Company's Activewear segment consists of four brands
that sell to sporting goods dealers, department and specialty stores, mass
merchants, wholesale clubs, college bookstores, screen printers, distributors,
golf pro shops, and mail order catalogs. The Company's activewear apparel
products include t-shirts, fleece products, such as sweatshirts and sweatpants,
athletic uniforms, knit shirts, and other activewear casual apparel.
The Activewear segment consists of the primary operations of the
Company's JERZEES(R), Russell Athletic(R), Cross Creek(R), and Mossy Oak
Apparel(R) brands. Activewear is sold by a combination of a salaried,
company-employed sales force and commission agents.
The 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 Activewear consist of
fabrication, dyeing and finishing, cutting, and sewing.
Russell Yarn consists of the spinning of yarns, the process by which
fibers of raw cotton or blends of cotton and synthetic fibers are converted into
continuous strands. Yarn uniformity and strength are the principal
characteristics which materially affect the efficiency of subsequent
manufacturing processes and the quality of the finished fabrics or apparel. This
unit manufactures a variety of yarn sizes primarily for use in the balance of
the Company's manufacturing processes.
Russell Yarn purchases synthetic fibers from one principal supplier.
There are approximately four major producers of such fibers in the world. The
Company purchases cotton from various merchants and producers.
This unit has experienced no material difficulty in purchasing adequate
supplies and does not presently anticipate difficulties in the future. Russell
Yarn has no contracts for the supply of raw materials extending beyond a year.
Fabrication is the process of converting yarn, provided by the
Company's yarn unit or purchased from a third party, into cloth or fabrics. This
is done through the process of single knitting, supplemented by smaller
operations of double knitting and warp knitting. These operations are generally
conducted in plant locations in Alabama and North Carolina.
These fabrics are then dyed and/or finished in company-owned facilities
or by contractors. The dyeing and/or finishing processes impart and affect the
appearances, the hand (feel), color fastness, uniformity, shade, and stability
(retention and form) of the fabric.
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Company-owned cutting and sewing operations for Activewear, located in
plants in the United States, Mexico, and Honduras, are augmented by various
contractors in the Caribbean, North America, Central America and South America.
International - The International segment distributes activewear
products primarily under the JERZEES(R) and Russell Athletic(R) brands
throughout various countries outside the United States and Canada. This
segment's major market is Europe, where the Company engages in marketing of
activewear.
All Other - Other segments that do not meet the quantitative thresholds
for determining reportable segments manufacture and sell fabrics to other
apparel manufacturers and manufacture and sell socks.
Russell Fabrics designs, manufactures and markets quality woven fabrics
of cotton, polyester and cotton/polyester blends in a variety of patterns,
colors and constructions to other apparel manufacturers, primarily for the
manufacture of school and industrial uniforms.
DeSoto Mills supplies popularly priced socks for men, women and
children primarily under the Company's JERZEES(R) and Russell Athletic(R)
brands, through a company-employed sales force principally to the discount
retailer and wholesale club markets.
COMPETITION
The textile-apparel industry in all of the Company's business segments
is highly competitive, and the Company has many domestic and foreign
competitors, both large textile-apparel companies and smaller concerns. While
the sales of a few competitors are substantially greater than those of the
Company, no single competitor dominates the industry.
EMPLOYEES
As of December 30, 2000, the Company had 16,540 employees, as follows:
Activewear 15,034
International 450
All Other 736
Shared 320
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 those promulgated under the Occupational
Safety and Health Act (OSHA), the Consumer Product Safety Act (CPSA), the
Flammable Fabrics Act, the Textile Fiber Product Identification Act, and the
rules and regulations of the Consumer Products Safety Commission (CPSC). The
Company believes that it is in compliance with all applicable governmental
regulations under these statutes. The Company believes it is in compliance with
all current environmental requirements and expects no major additional
expenditures in this area in the foreseeable future.
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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.
Some forward-looking statements concern anticipated sales levels, cost
estimates and resulting earnings that are not necessarily indicative of
subsequent periods due to the mix of future orders, at once orders and product
mix changes, which may vary significantly from year to year or quarter to
quarter, and the timing and effect of the Company's restructuring and
reorganization plan. 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 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 existence of excess capacity in the
Company's industry; changes in prices of raw materials used in the Company's
manufacturing processes; the ability of the Company to reduce cost in more
labor-intensive segments of the manufacturing process; 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
discussed or indicated in other documents filed by the Company with the
Securities and Exchange Commission from time to time. 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 located in
Alabama, North Carolina, Mexico and Honduras. The Company has no material
mortgages on any of its real property or manufacturing machinery except for
capitalized lease obligations (see Note 2 of Notes to Consolidated Financial
Statements), 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 that are held for resale as a result of restructuring. (See
Note 10 of Notes to Consolidated Financial Statement.)
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The Company utilizes an aggregate of approximately 9,143,000 square
feet of manufacturing, warehousing and office facilities, and has 1,389,000
square feet that is either idle or held for sale. The following table summarizes
the approximate areas of such facilities:
Total
Primary Use Activewear International All Other Shared Square Feet
----------- ---------- ------------- --------- ------ -----------
Spinning 1,214,000 1,214,000
Knitting and Weaving 872,000 143,000 1,015,000
Dyeing and Finishing 879,000 137,000 1,016,000
Cutting and Sewing 978,000 978,000
Warehousing and Shipping 2,878,000 164,000 424,000 3,466,000
Retail/Outlet Stores 12,000 12,000
Executive Offices,
Maintenance Shops and
Research and Development
Facilities 531,000 531,000
Scotland 97,000 97,000
Mexico 382,000 150,000 532,000
Honduras 231,000 231,000
Idle or held for sale 1,389,000 1,389,000
Other 51,000 51,000
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 Notes 2 and 9 of Notes to Consolidated
Financial Statements).
ITEM 3. Legal Proceedings
The Company has been a co-defendant in Sullivan, et al. v. Russell
Corporation, et al., in Jefferson County, Alabama. Five families were plaintiffs
in this case; other defendants were Avondale Mills, Inc. and Alabama Power
Company. The claims asserted at the trial of this case were for trespass and
nuisance relating to property owned by the plaintiffs on Lake Martin in a
subdivision of Alexander City, Alabama. The damages claimed by the plaintiffs
were for decreased value of their homes, mental anguish and punitive damages. In
November 1998, the jury returned a verdict against all three defendants in the
amount of $155,200 compensatory damages for alleged property devaluation, $0
damages for mental anguish and punitive damages of $52,398,000. The defendants
appealed this verdict to the Alabama Supreme Court, which on August 4, 2000,
reversed the jury verdict and rendered judgment in favor of the Company and the
other defendants on all claims. The plaintiffs filed an application for
rehearing before the Alabama Supreme Court, which denied that application and
reaffirmed its ruling in favor of the defendants in an opinion issued on January
12, 2001. The Alabama Supreme Court issued a Certificate of Judgment affecting
such actions on January 30, 2001.
On February 23, 1999, a similar lawsuit was filed in Jefferson County,
Alabama, by two former residents of the same residential subdivision, which suit
was dismissed with prejudice without liability on the Company's part on February
1, 2001. On January 13, 2000, another lawsuit was filed in Jefferson County,
Alabama, by 15 families owning property adjacent to Lake Martin, seeking
unspecified damages for alleged nuisance and trespass. The Company plans to
vigorously defend this suit.
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 by those parties 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. Continuing discussions are being held with the
DOJ with regard to the proposed suit by the DOJ. The Company believes it is in
compliance with the Clean Water Act and will vigorously oppose the imposition of
any monetary penalties or injunctive relief in any lawsuit that may be filed.
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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
None.
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 25, 2001 is incorporated
herein by reference.
Additional executive officers who are not directors are as follows:
Officer
Name Age Since Position
---------------- --- ------- -------------------------
Jonathan Letzler 44 1998 Executive Vice President/
President and Chief
Executive Officer,
JERZEES
Robert D. Martin 53 2000 Senior Vice President/
Chief Financial Officer
Floyd G. Hoffman 58 1999 Senior Vice President/
Corporate Development,
General Counsel and
Secretary
Eric N. Hoyle 53 1998 Senior Vice President/
President and Chief
Executive Officer,
Cross Creek Apparel
Thomas R. Johnson, Jr. 58 1989 Senior Vice President/
President and Chief
Executive Officer,
Yarn
Carol M. Mabe 52 2000 Senior Vice President/
President and Chief
Executive Officer,
Russell Athletic
JT Taunton, Jr. 58 1983 Senior Vice President/
President and Chief
Executive Officer,
Fabrics and Services
K. Roger Holliday 42 1988 Vice President, Investor
Relations and Treasurer
Nancy N. Young 52 1998 Vice President,
Communications and
Community Relations
Larry E. Workman 57 1987 Controller
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Officer
Name Age Since Position
---------------- --- ------- -------------------------
Steve R. Forehand 45 1987 Assistant General Counsel
and Assistant Secretary
Christopher M. Champion 30 2001 Associate Counsel,
Director of Government
Relations and Assistant
Secretary
Mr. Letzler was employed by the Company in 1998, as Senior Vice
President and Chief Executive Officer of JERZEES. 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 21 years, most recently as Vice President and CFO of the European
business.
Mr. Hoffman was employed by the Company in 1999 in his current
position. Prior to joining the Company, he was most recently 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 of the Company from 1998 to 2000. Prior to
joining the Company, he was most recently with Ithaca Industries, from 1994 to
1998, serving as Chief Financial Officer. During the time Mr. Hoyle served as
Chief Financial Officer, Ithaca Industries, Inc. filed a petition in bankruptcy
court under Chapter 11 of the Bankruptcy Code.
Mr. Johnson, employed by the Company since 1989, most recently served
as Executive Vice President, Manufacturing. Prior to that, he was Vice
President, Greige Manufacturing.
Ms. Mabe, employed by the Company in 1999, most recently served as
President of Russell Athletic. She was named President and Chief Executive
Officer of Russell Athletic and Senior Vice President of Russell Corporation in
2000. Prior to joining Russell she was Vice President of strategic marketing for
VF Jeanswear, Inc. She has also held executive positions with Victoria's Secret
Stores and Sara Lee Corporation.
Mr. Taunton, employed by the Company since 1973, most recently served
as Executive Vice President, Sales and Marketing. Prior to that, he served as
President of the Fabrics Division from 1988 to 1993.
Mr. Holliday, employed by the Company since 1986, was named Vice
President, Investor Relations in 1998, and Treasurer in 1996. He served as
President of the Licensed Products Division from 1994 to 1996, President of the
Knit Apparel Division from 1991 to 1994 and Assistant Treasurer from 1988 to
1991.
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.
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Mr. Workman, employed by the Company since 1969 as an accountant,
served as Manager, Cost Accounting from 1970 to 1987.
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.
Mr. Champion joined the Company in 1994 as a staff attorney. He was
named Director, Government Relations in 1999, and assumed his current duties 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 21, 2001.
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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 30, 2000 is incorporated
herein by reference.
The approximate number of holders of the Company's common stock at
March 27, 2001 was 8,000.
ITEM 6. Selected Financial Data
"Ten Year Selected Financial Data" on pages 22 and 23 of the Annual
Shareholders Report for the year ended December 30, 2000 is incorporated herein
by reference with respect to fiscal years 2000, 1999, 1998, 1997, and 1996.
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 24 through 27 of the Annual Shareholders Report
for the year ended December 30, 2000 is incorporated herein by reference.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 24 through 27 of the Annual Shareholders Report for the
year ended December 30, 2000 are 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 30, 2000 are incorporated herein by reference:
Consolidated Balance Sheets - December 30, 2000 and January 1, 2000
Consolidated Statements of Operations - Years ended December 30,
2000, January 1, 2000 and January 2, 1999
Consolidated Statements of Cash Flows - Years ended December 30,
2000, January 1, 2000 and January 2, 1999
Consolidated Statements of Stockholders' Equity - Years ended
December 30, 2000, January 1, 2000 and January 2, 1999
Notes to Consolidated Financial Statements - Years ended December
30, 2000, January 1, 2000 and January 2, 1999
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 25, 2001 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 25,
2001 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 25, 2001 is incorporated
herein by reference. "Management Development and Compensation Committee Report
on Executive Compensation" and "Comparative Five-Year Cumulative Total Returns
Through 12/30/2000" on pages 7 through 10 of the Proxy Statement for the Annual
Meeting of Shareholders to be held April 25, 2001 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 25, 2001 is
incorporated herein by reference.
(b) Information concerning security ownership of management set
forth in the Proxy Statement for the Annual Meeting of Shareholders to be held
April 25, 2001 under the captions "Security Ownership of Executive Officers and
Directors" on page 3 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 page 6 of the Proxy
Statement for the Annual Meeting of Shareholders to be held April 25, 2001 is
incorporated herein by reference.
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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-4 and IV-5
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 IV-8
Incorporation
(3b) Certificate of Adoption Exhibit 4.2 to
of Resolutions by Board Current Report
of Directors of Russell on Form 8-K filed
Corporation dated September 17, 1999
October 25, 1989
(3c) Bylaws IV-9
(4a) Rights Agreement dated Exhibit 4.1 to
as of September 15, 1999 Current Report on
between the Company and Form 8-K filed on
SunTrust Bank, Atlanta, September 17, 1999
Georgia
(4b) Note Agreement dated as Exhibit (4b) to Annual
of August 28, 1997 Report on Form 10-K for
relating to the Company's year ended January 1, 2000
6.65% Senior Notes due
August 28, 2007
IV-1
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Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- -------------------- ---------------
(4c) Credit Agreement dated Exhibit (4c) to Annual
as of October 15, 1999 Report on Form 10-K for
relating to the Company's year ended January 1, 2000
$250,000,000 Revolving
Loan Facility
(10a) Form of Deferred Exhibit (10a) to Annual
Compensation Agreement Report on Form 10-K for
with certain officers year ended December 30,
1995
(10b) Fuel supply contract Exhibit 13(c) to
with Russell Lands, Registration Statement
Incorporated dated No. 2-56574
May 21, 1975
(10c) 1987 Stock Option Plan Exhibit 1 to Registration
Statement No. 33-24898
(10d) Russell Corporation 1997 Exhibit (10f) to Annual
Non-Employee Directors' Report on Form 10-K for
Stock Grant, Stock Option year ended January 2, 1999
and Deferred Compensation
Plan
(10e) Amended and Restated Appendix B to Proxy
Executive Incentive Plan Statement dated March 16, 2000
(10f) Russell Corporation Exhibit 4(k) to
Flexible Deferral Plan Registration Statement
No. 333-89765
(10g) Russell Corporation Exhibit 4(k) to
2000 Stock Option Plan Registration Statement
No. 333-30238
(10h) Russell Corporation Exhibit 4(k) to
Employee Stock Purchase Registration Statement
Plan No. 333-30236
(10i) Russell Corporation Exhibit 4(m) to
2000 Non-Employee Registration Statement
Directors' Compensation No. 333-55340
Plan
(10j) Employment Agreement, Exhibit 10.1 to Quarterly
dated March 31, 1998, by Report on Form 10-Q/A for
and Between the Company quarter ended April 5,
and John F. Ward 1998 as filed with the
Securities and Exchange
Commission on August 24, 1998
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Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- -------------------- ---------------
(10l) Executive Deferred Exhibit 10.2 to Quarterly
Compensation and Buyout Report on Form 10-Q/A for
Plan dated March 31, 1998, quarter ended April 5,
by and between the Company 1998 as filed with the
and John F. Ward Securities and Exchange
Commission on August 24, 1998
10(m) Amended and Restated IV-10
Employment Agreement
dated April 1, 2001, by
and between the Company
and John F. Ward
10(n) Amended and Restated IV-11
Executive Deferred
Compensation and Buyout
Plan dated April 1, 2001,
by and between the Company
and John F. Ward
10(o) Employment Agreement Exhibit (10n) to Annual
dated November 20, 1998 Report on Form 10-K for
by and between the Company year ended January 1, 2000
and Jonathan Letzler
10(p) Russell Corporation IV-12
Supplemental Executive
Retirement Plan dated
February 23, 2000
(11) Computations of Income/ IV-13
(Loss) per Common Share
(13) 2000 Annual Report to IV-14
Shareholders
(21) List of Significant IV-15
Subsidiaries
(23) Consent of Ernst & Young LLP, IV-16
Independent Auditors
(99) Proxy Statement for April 25, 2001
Annual Shareholders' Meeting
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 30, 2000.
IV-3
18
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 ACQUISITION DEDUCTIONS OF PERIOD
- ----------- ---------- ---------------- ----------- ---------- ---------
YEAR ENDED DECEMBER 30, 2000
Allowance for doubtful accounts $ 4,520,566 $10,242,005 $ -0- $ 6,946,131(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 $17,973,246 $ -0- $16,088,740 $ 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
=========== =========== ========== =========== ===========
YEAR ENDED JANUARY 2, 1999
Allowance for doubtful accounts $ 7,350,437 $13,927,466 $ -0- $15,914,035(1) $ 5,363,868
Reserve for discounts and returns 3,182,594 8,692,248 -0- 8,676,600(2) 3,198,242
----------- ----------- ---------- ----------- -----------
TOTALS $10,533,031 $22,619,714 -0- $24,590,635 $ 8,562,110
=========== =========== ========== =========== ===========
(1) Uncollectible accounts written off, net of recoveries.
(2) Discounts and returns allowed customers during the year.
19
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 ACQUISITION DEDUCTIONS OF PERIOD
- ----------- ----------- ---------------- ----------- ----------- -----------
RESTRUCTURING AND REORGANIZATION RESERVES
YEAR ENDED DECEMBER 30, 2000
Asset impairment and
accelerated depreciation $14,632,000 $34,000,000 -0- $19,292,000(4)(5) $29,340,000
Employee termination charges 4,770,000 11,834,000 -0- 13,284,000(3) 3,320,000
Inventory write-downs 3,251,000 3,648,000 -0- 3,969,000(5) 2,930,000
Termination of certain
licenses and contracts 1,223,000 3,313,000 -0- 2,130,000 2,406,000
Exit cost related to facilities 534,000 4,596,000 -0- 5,130,000(3) -0-
Other -0- 7,620,000 -0- 6,169,000(3) 1,451,000
----------- ----------- --- ----------- -----------
TOTALS $24,410,000 $65,011,000 -0- $49,974,000 $39,447,000
=========== =========== === =========== ===========
YEAR ENDED JANUARY 1, 2000
Asset impairment and $ 3,951,000 $28,459,000 -0- $17,778,000(4)(5) $14,632,000
accelerated depreciation
Employee termination charges 4,567,000 17,542,000 -0- 17,339,000(3) 4,770,000
Inventory write-downs 1,964,000 4,988,000 -0- 3,701,000(5) 3,251,000
Termination of certain
licenses and contracts 1,223,000 -0- -0- -0- 1,223,000
Exit cost related to facilities 534,000 11,743,000 -0- 11,743,000(3) 534,000
Other -0- 7,989,000 -0- 7,989,000(3) -0-
----------- ----------- --- ----------- -----------
TOTALS $12,239,000 $70,721,000 -0- $58,550,000 $24,410,000
=========== =========== === =========== ===========
YEAR ENDED JANUARY 2, 1999
Asset impairment and -0- $30,085,000 -0- $26,134,000(3)(4) $ 3,951,000
accelerated depreciation
Employee termination charges -0- 8,088,000 -0- 3,521,000(3) 4,567,000
Inventory write-downs 16,109,000 14,145,000 1,964,000
Termination of certain
licenses and contracts -0- 7,258,000 -0- 6,035,000(3) 1,223,000
Exit cost related to facilities -0- 1,816,000 -0- 1,282,000(5) 534,000
Other -0- 8,531,000 -0- 8,531,000 -0-
----------- ----------- --- ----------- -----------
TOTALS -0- $71,887,000 -0- $59,648,000 $12,239,000
=========== =========== === =========== ===========
(3) Represents cash paid
(4) Represents assets write-off
(5) Represents assets sold after write-down
20
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: 3/29/01 By: /s/ John F. Ward
------- -----------------------------------------
John F. Ward
Chairman, President 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, President and CEO 3/29/01
--------------------------- -------
John F. Ward Date
Senior Vice President and
/s/ Robert D. Martin Chief Financial Officer 3/29/01
--------------------------- -------
Robert D. Martin Date
/s/ Herschel M. Bloom Director 3/29/01
--------------------------- -------
Herschel M. Bloom Date
/s/ Ronald G. Bruno Director 3/29/01
--------------------------- -------
Ronald G. Bruno Date
/s/ Timothy A. Lewis Director 3/29/01
---------------------------- -------
Timothy A. Lewis Date
/s/ C. V. Nalley III Director 3/29/01
---------------------------- -------
C. V. Nalley III Date
IV-6
21
/s/ Margaret M. Porter Director 3/29/01
----------------------------- -------
Margaret M. Porter Date
/s/ Mary Jane Robertson Director 3/29/01
----------------------------- -------
Mary Jane Robertson Date
/s/ Benjamin Russell Director 3/29/01
----------------------------- -------
Benjamin Russell Date
/s/ John R. Thomas Director 3/29/01
----------------------------- -------
John R. Thomas Date
/s/ John A. White Director 3/29/01
----------------------------- -------
John A. White Date
/s/ Larry E. Workman Controller 3/29/01
----------------------------- (Principal Accounting Officer) -------
Larry E. Workman Date
IV-7