UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 23, 2012
 
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: 1-10542
 
UNIFI, INC.
(Exact name of registrant as specified in its charter)
 
New York	11-2165495	
(State or other jurisdiction of 	(I.R.S. Employer	
incorporation or organization) 	Identification No.)	
 
P.O. Box 19109 -7201 West Friendly Avenue Greensboro, NC	 	 27419	
(Address of principal executive offices)  	 	 	 	(Zip Code)	
                                          
Registrant's telephone number, including area code: (336) 294-4410 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer [ ]	Accelerated filer [X]	Non-accelerated filer [ ]	Smaller Reporting Company [ ]	
 	(Do not check if a smaller reporting company)	 	
         
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
 
The number of shares outstanding of the issuer's common stock, par value $.10 per share, as of October 29, 2012 was 20,095,094.

 

 
  
UNIFI, INC.
Form 10-Q for the Quarterly Period Ended September 23, 2012
 
Table of Contents

 
Part I. Financial Information	
 	 	 	Page	 	
 	 	 	 	 	
Item 1.	Financial Statements:	 	 	 	
 	 	 	 	 	
 	Condensed Consolidated Balance Sheets as of September 23, 2012 and June 24, 2012	 	  3	 	
 	 	 	 	 	
 	Condensed Consolidated Statements of Income for the Three Months Ended September 23, 2012 and September 25, 2011	 	  4	 	
 	 	 	 	 	
 	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended September 23, 2012 and September 25, 2011	 	  5	 	
 	 	 	 	 	
 	Condensed Consolidated Statements of Changes in Shareholders' Equity for the Three Months Ended September 23, 2012	 	  6	 	
 	 	 	 	 	
 	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 23, 2012 and September 25, 2011	 	  7	 	
 	 	 	 	 	
 	Notes to Condensed Consolidated Financial Statements	 	  8	 	
 	 	 	 	 	
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	 	  28	 	
 	 	 	 	 	
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	 	  40	 	
 	 	 	 	 	
Item 4.	Controls and Procedures	 	  41	 	

Part II. Other Information	

Item 1.	Legal Proceedings	 	  42	 	
 	 	 	 	 	
Item 1A.	Risk Factors	 	  42	 	
 	 	 	 	 	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	 	  42	 	
 	 	 	 	 	
Item 3.	Defaults Upon Senior Securities	 	  42	 	
 	 	 	 	 	
Item 4.	Mine Safety Disclosures	 	  42	 	
 	 	 	 	 	
Item 5.	Other Information	 	  42	 	
 	 	 	 	 	
Item 6.	Exhibits	 	  43	 	

2

 
  
Part I.      Financial Information
 
Item 1.      Financial Statements
 
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(amounts in thousands, except share and per share amounts)

 	 	September 23, 2012	 	 	June 24, 2012	 	
ASSETS	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	12,592	 	 	$	10,886	 	
Receivables, net	 	 	95,549	 	 	 	99,236	 	
Inventories	 	 	116,710	 	 	 	112,750	 	
Income taxes receivable	 	 	382	 	 	 	596	 	
Deferred income taxes	 	 	6,476	 	 	 	7,807	 	
Other current assets	 	 	6,468	 	 	 	6,722	 	
Total current assets	 	 	238,177	 	 	 	237,997	 	
 	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	 	122,133	 	 	 	127,090	 	
Deferred income taxes	 	 	1,414	 	 	 	1,290	 	
Intangible assets, net	 	 	9,232	 	 	 	9,771	 	
Investments in unconsolidated affiliates	 	 	95,185	 	 	 	95,763	 	
Other non-current assets	 	 	10,169	 	 	 	10,322	 	
Total assets	 	$	476,310	 	 	$	482,233	 	
 	 	 	 	 	 	 	 	 	
LIABILITIES AND SHAREHOLDERS' EQUITY	 	 	 	 	 	 	 	 	
Accounts payable	 	$	44,569	 	 	$	48,541	 	
Accrued expenses	 	 	11,094	 	 	 	14,402	 	
Income taxes payable	 	 	464	 	 	 	1,332	 	
Current portion of long-term debt	 	 	7,200	 	 	 	7,237	 	
Total current liabilities	 	 	63,327	 	 	 	71,512	 	
Long-term debt	 	 	112,750	 	 	 	114,315	 	
Other long-term liabilities	 	 	5,569	 	 	 	4,832	 	
Deferred income taxes	 	 	831	 	 	 	794	 	
Total liabilities	 	 	182,477	 	 	 	191,453	 	
Commitments and contingencies	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Common stock, $0.10 par (500,000,000 shares authorized, 20,095,094 and 20,090,094 shares outstanding)	 	 	2,010	 	 	 	2,009	 	
Capital in excess of par value	 	 	35,100	 	 	 	34,723	 	
Retained earnings	 	 	255,057	 	 	 	252,763	 	
Accumulated other comprehensive income	 	 	445	 	 	 	28	 	
Total Unifi, Inc. shareholders' equity	 	 	292,612	 	 	 	289,523	 	
Non-controlling interest	 	 	1,221	 	 	 	1,257	 	
Total shareholders' equity	 	 	293,833	 	 	 	290,780	 	
Total liabilities and shareholders' equity	 	$	476,310	 	 	$	482,233	 	

See accompanying notes to Condensed Consolidated Financial Statements.

3

 
  
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(amounts in thousands, except per share amounts)

 	 	For The Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Net sales	 	$	172,900	 	 	$	171,013	 	
Cost of sales	 	 	154,880	 	 	 	159,183	 	
Gross profit	 	 	18,020	 	 	 	11,830	 	
Selling, general and administrative expenses	 	 	11,147	 	 	 	10,371	 	
Provision for bad debts	 	 	110	 	 	 	205	 	
Other operating expense (income), net	 	 	581	 	 	 	(41	)	
Operating income	 	 	6,182	 	 	 	1,295	 	
 	 	 	 	 	 	 	 	 	
Interest income	 	 	(124	)	 	 	(647	)	
Interest expense	 	 	1,444	 	 	 	4,380	 	
Loss on extinguishment of debt	 	 	242	 	 	 	462	 	
Equity in earnings of unconsolidated affiliates	 	 	(671	)	 	 	(3,459	)	
Income before income taxes	 	 	5,291	 	 	 	559	 	
Provision for income taxes	 	 	3,233	 	 	 	273	 	
Net income including non-controlling interest	 	 	2,058	 	 	 	286	 	
Less: net (loss) attributable to non-controlling interest	 	 	(236	)	 	 	—	 	
Net income attributable to Unifi, Inc.	 	$	2,294	 	 	$	286	 	
 	 	 	 	 	 	 	 	 	
Net income attributable to Unifi, Inc. per common share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.11	 	 	$	0.01	 	
Diluted	 	$	0.11	 	 	$	0.01	 	
  
See accompanying notes to Condensed Consolidated Financial Statements.

4

 
  
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(amounts in thousands)

 	 	For The Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Net income including non-controlling interest	 	$	2,058	 	 	$	286	 	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	
Foreign currency translation adjustments	 	 	(312	)	 	 	(17,225	)	
Gain (loss) on cash flow hedges	 	 	551	 	 	 	(969	)	
Other comprehensive income (loss) before income taxes	 	 	239	 	 	 	(18,194	)	
Less: income tax (benefit) provided on cash flow hedges	 	 	(178	)	 	 	—	 	
Other comprehensive income (loss), net of tax	 	 	417	 	 	 	(18,194	)	
 	 	 	 	 	 	 	 	 	
Comprehensive income (loss) including non-controlling interest	 	 	2,475	 	 	 	(17,908	)	
Less: comprehensive (loss) attributable to non-controlling interest	 	 	(236	)	 	 	—	 	
Comprehensive income (loss) attributable to Unifi, Inc.	 	$	2,711	 	 	$	(17,908	)	
 
See accompanying notes to Condensed Consolidated Financial Statements.

5

 
  
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
For the Three Months Ended September 23, 2012
(amounts in thousands)

 	 	Shares	 	 	Common Stock	 	 	Capital in
Excess of
Par Value	 	 	Retained
Earnings	 	 	Accumulated Other
Comprehensive
Income	 	 	Total
Unifi, Inc. Shareholders' Equity	 	 	Non-controlling Interest	 	 	Total
Shareholders'
Equity	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance June 24, 2012	 	 	20,090	 	 	$	2,009	 	 	$	34,723	 	 	$	252,763	 	 	$	28	 	 	$	289,523	 	 	$	1,257	 	 	$	290,780	 	
Options exercised	 	 	5	 	 	 	1	 	 	 	28	 	 	 	—	 	 	 	—	 	 	 	29	 	 	 	—	 	 	 	29	 	
Stock-based compensation	 	 	—	 	 	 	—	 	 	 	349	 	 	 	—	 	 	 	—	 	 	 	349	 	 	 	—	 	 	 	349	 	
Contributions from non-controlling interest	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	200	 	 	 	200	 	
Other comprehensive income, net of tax	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	417	 	 	 	417	 	 	 	—	 	 	 	417	 	
Net income (loss)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,294	 	 	 	—	 	 	 	2,294	 	 	 	(236	)	 	 	2,058	 	
Balance September 23, 2012	 	 	20,095	 	 	$	2,010	 	 	$	35,100	 	 	$	255,057	 	 	$	445	 	 	$	292,612	 	 	$	1,221	 	 	$	293,833	 	
 
See accompanying notes to Condensed Consolidated Financial Statements.

6

 
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(amounts in thousands)

 	 	For The Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Cash and cash equivalents at beginning of year	 	$	10,886	 	 	$	27,490	 	
Operating activities:	 	 	 	 	 	 	 	 	
Net income including non-controlling interest	 	 	2,058	 	 	 	286	 	
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:	 	 	 	 	 	 	 	 	
Equity in earnings of unconsolidated affiliates	 	 	(671	)	 	 	(3,459	)	
Dividends received from unconsolidated affiliates	 	 	2,224	 	 	 	2,005	 	
Depreciation and amortization expense	 	 	6,517	 	 	 	6,782	 	
Loss on extinguishment of debt	 	 	242	 	 	 	462	 	
Non-cash compensation expense, net	 	 	621	 	 	 	243	 	
Deferred income taxes	 	 	1,418	 	 	 	(718	)	
Other	 	 	23	 	 	 	63	 	
Changes in assets and liabilities, excluding effects of foreign currency adjustments:	 	 	 	 	 	 	 	 	
Receivables, net	 	 	3,602	 	 	 	403	 	
Inventories	 	 	(4,003	)	 	 	(7,386	)	
Other current assets and income taxes receivable	 	 	600	 	 	 	(129	)	
Accounts payable and accrued expenses	 	 	(7,204	)	 	 	2,622	 	
Income taxes payable	 	 	(1,046	)	 	 	647	 	
Net cash provided by operating activities	 	 	4,381	 	 	 	1,821	 	
Investing activities:	 	 	 	 	 	 	 	 	
Capital expenditures	 	 	(1,091	)	 	 	(1,122	)	
Investments in unconsolidated affiliates	 	 	—	 	 	 	(360	)	
Proceeds from sale of assets	 	 	36	 	 	 	173	 	
Other	 	 	(41	)	 	 	—	 	
Net cash used in investing activities	 	 	(1,096	)	 	 	(1,309	)	
Financing activities:	 	 	 	 	 	 	 	 	
Payments of notes payable	 	 	—	 	 	 	(10,288	)	
Proceeds from revolving credit facilities	 	 	17,500	 	 	 	58,800	 	
Payments on revolving credit facilities	 	 	(14,000	)	 	 	(53,500	)	
Payments on term loans	 	 	(6,450	)	 	 	—	 	
Proceeds from related party term loan	 	 	1,250	 	 	 	—	 	
Payments of debt financing fees	 	 	(46	)	 	 	—	 	
Contributions from non-controlling interest	 	 	200	 	 	 	—	 	
Other	 	 	(9	)	 	 	49	 	
Net cash used in financing activities	 	 	(1,555	)	 	 	(4,939	)	
 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents	 	 	(24	)	 	 	(3,242	)	
Net increase (decrease) in cash and cash equivalents	 	 	1,706	 	 	 	(7,669	)	
Cash and cash equivalents at end of period	 	$	12,592	 	 	$	19,821	 	
 
See accompanying notes to Condensed Consolidated Financial Statements. 

7

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements
(amounts in thousands, except per share amounts)
 
1.     Background
Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, the “Company” or “Unifi”) is a publicly-traded, multi-national manufacturing company. The Company processes and sells high-volume commodity products, specialized yarns designed to meet certain customer specifications, and premier value-added (“PVA”) yarns with enhanced performance characteristics. The Company sells fibers made from polyester and nylon to other yarn manufacturers, knitters and weavers that produce fabric for the apparel, hosiery, sock, home furnishing, automotive upholstery, industrial and other end-use markets. The Company's polyester products include polyester polymer beads (“Chip”), partially oriented yarn (“POY”), textured, solution and package dyed, twisted and beamed yarns; each available in virgin or recycled varieties. The Company's nylon products include textured, solution dyed and covered spandex products. The Company maintains one of the industry's most comprehensive product offerings and has ten manufacturing operations in four countries and participates in joint ventures in Israel and the United States (“U.S.”). The Company's principal markets are located in the U.S., Canada, Mexico, Central America, and South America. In addition, the Company has a wholly-owned subsidiary in the People's Republic of China (“China”) focused on the sale and promotion of the Company's specialty and PVA products in the Asian textile market, primarily in China, as well as into Europe.
 
2. Basis of Presentation
The Company's current fiscal quarter ended on Sunday, September 23, 2012. However, the Company's Brazilian, Colombian, and Chinese subsidiaries' fiscal quarter ended on September 30, 2012. No significant transactions or events outside the normal course of business have occurred between the date of the Company's financial statements and these dates. The three months ended September 23, 2012 and the three months ended September 25, 2011 each consist of thirteen week periods.
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the amounts reported and certain financial statement disclosures. Actual results may vary from these estimates.
 
These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's most recent Annual Report on Form 10-K. There were no changes in the nature of the Company's significant accounting policies or the application of its accounting policies from those reported in its most recent Annual Report on Form 10-K. Certain prior period information has been reclassified to conform to the current period presentation.
 
The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year.
 
All amounts and share amounts, except per share amounts, are presented in thousands, except as otherwise noted.
 
3. Recent Accounting Pronouncements
There have been no newly issued or newly applicable accounting pronouncements that have, or are expected to have, a significant impact on the Company's financial statements.
 
4. Acquisition of Controlling Interest in Repreve Renewables, LLC
In April 2010, the Company entered into an agreement with two other unaffiliated entities to form Repreve Renewables, LLC (“Renewables”) and received a 40% membership interest for its $4,000 contribution. Renewables is a development stage enterprise formed to cultivate, grow and sell dedicated energy crops, including biomass feedstock intended for use as a fuel in the production of energy as well as to provide value added processes for cultivating, harvesting or using biomass crops. Renewables has the exclusive license to commercialize FREEDOM® Giant Miscanthus (“FGM”). FGM is a miscanthus grass strain, which is a C4 plant that was developed by Mississippi State University to be a dedicated energy crop with high biomass yield from minimal input requirements. Renewables' success will depend on its ability to commercialize FGM, license individual growers of FGM and to sell feedstock to biomass conversion facilities. The Company's investment in Renewables is anticipated to provide a unique revenue stream and support its strategy to grow the REPREVE® brand and related sustainability initiatives.

8

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
On October 6, 2011, the Company and one other existing Renewables member each acquired an additional 20% membership interest from the third Renewables member for $500. The additional membership interest purchased by the Company was paid for with available cash. Using the amounts paid per membership unit in the October 6th transaction as a basis (a Level 1 input), the Company determined that the acquisition date fair value of Renewables was $2,500. This resulted in the Company's previously held 40% equity interest being valued at $1,000. As a result of remeasuring its existing 40% interest to this estimated fair value, the Company recorded a non-operating loss of $3,656 during the quarter ended December 25, 2011.
 
Fair value of consideration transferred	 	$	500	 	
Fair value of the previously held equity interest	 	 	1,000	 	
 	 	 	1,500	 	
Fair value of the non-controlling interest	 	 	1,000	 	
Total fair value of Renewables	 	$	2,500	 	
 
Fair value of previously held equity interest	 	$	1,000	 	
Less: Investment in Renewables	 	 	(4,656	)	
Write-down of previously held equity interest in Renewables	 	$	(3,656	)	
 
The total fair value of Renewables was allocated to the tangible assets, liabilities and intangible assets acquired as follows:
Cash	 	$	144	 	
Inventories	 	 	45	 	
Other current assets	 	 	197	 	
Biomass foundation and feedstock	 	 	1,611	 	
Property, plant and equipment	 	 	114	 	
Intangible assets	 	 	536	 	
Total assets	 	 	2,647	 	
Current liabilities	 	 	(147	)	
Total net assets acquired	 	$	2,500	 	
 
The intangible assets acquired and their respective estimated average remaining useful lives over which each asset will be amortized on a straight line basis are as follows:
 	 	Amortization
Period (years)	 	 	Estimated
Value	 	
Non-compete agreements	 	 	5	 	 	$	243	 	
License to grow FGM	 	 	8	 	 	 	261	 	
Sub-licenses	 	 	4	 	 	 	32	 	
Total	 	 	 	 	 	$	536	 	
 
The acquisition of the additional 20% membership interest has given the Company a 60% membership interest in Renewables. Prior to the acquisition, the Company's share of Renewables' losses were recorded as Equity in earnings of unconsolidated affiliates. Beginning with the second quarter of fiscal year 2012, the Company's consolidated financial statements include the financial position and results of operations of Renewables. As Renewables is a development stage enterprise and has no revenues and limited operating activities, the results of Renewables' operations since the acquisition are presented within Other operating expense (income), net.
 
Renewables' operating expenses are funded through contributions from its members. Since October 6, 2011, contributions from the non-controlling interest have totaled $1,120.
 
5. Receivables, net
Receivables, net consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Customer receivables	 	$	97,170	 	 	$	100,818	 	
Allowance for uncollectible accounts	 	 	(1,133	)	 	 	(1,118	)	
Reserves for yarn quality claims	 	 	(1,073	)	 	 	(939	)	
Net customer receivables	 	 	94,964	 	 	 	98,761	 	
Related party receivables	 	 	40	 	 	 	111	 	
Other receivables	 	 	545	 	 	 	364	 	
Total receivables, net	 	$	95,549	 	 	$	99,236	 	

9

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
Other receivables consist primarily of receivables for duty drawback, interest and vendor refunds due to the Company.
 
The changes in the Company's allowance for uncollectible accounts and reserves for yarn quality claims were as follows:
 	 	Allowance for Uncollectible
Accounts	 	 	Reserves for Yarn Quality Claims	 	
Balance at June 24, 2012	 	$	(1,118	)	 	$	(939	)	
Charged to costs and expenses	 	 	(110	)	 	 	(431	)	
Charged to other accounts	 	 	3	 	 	 	(1	)	
Deductions	 	 	92	 	 	 	298	 	
Balance at September 23, 2012	 	$	(1,133	)	 	$	(1,073	)	
 
Amounts charged to costs and expenses for the allowance for uncollectible accounts are reflected in the Provision for bad debts. For the allowance for uncollectible accounts, deductions represent amounts written off which were deemed to not be collectible, net of any recoveries. Amounts charged to costs and expenses for the reserves for yarn quality claims are primarily reflected as a reduction of Net sales. For the reserve for yarn quality claims, deductions represent adjustments to either increase or decrease claims based on negotiated amounts or actual versus estimated claim differences. Amounts charged to other accounts primarily include the impact of translating the activity of the Company's foreign affiliates from their respective local currencies to the U.S. dollar.
 
6. Inventories
Inventories consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Raw materials	 	$	41,193	 	 	$	43,296	 	
Supplies	 	 	5,345	 	 	 	5,169	 	
Work in process	 	 	7,159	 	 	 	6,604	 	
Finished goods	 	 	65,266	 	 	 	59,659	 	
Gross inventories	 	 	118,963	 	 	 	114,728	 	
Inventory reserves	 	 	(2,253	)	 	 	(1,978	)	
Total inventories	 	$	116,710	 	 	$	112,750	 	
 
The cost for the majority of the Company's inventories is determined using the FIFO method. Certain foreign inventories of $35,311 and $35,145 as of September 23, 2012 and June 24, 2012, respectively, were valued under the average cost method.
 
7. Other Current Assets
Other current assets consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Value added taxes receivable	 	$	2,583	 	 	$	2,495	 	
Vendor deposits	 	 	1,703	 	 	 	2,076	 	
Prepaid expenses	 	 	1,809	 	 	 	1,778	 	
Assets held for sale	 	 	341	 	 	 	341	 	
Other	 	 	32	 	 	 	32	 	
Total other current assets	 	$	6,468	 	 	$	6,722	 	
 
Value added taxes receivable are recoverable taxes associated with the sales and purchase activities of the Company's foreign operations. Vendor deposits primarily relate to down payments made towards the purchase of raw materials from Asia. Prepaid expenses consist of advance payments for insurance, public exchange and rating services, professional fees, membership dues, subscriptions, non-income related tax payments and information technology services. Assets held for sale relate to certain nylon warehouse, land and other improvements located in Fort Payne, Alabama that are currently listed for sale. Other includes miscellaneous employee advances and unrealized foreign currency gains.

10

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
8. Property, Plant and Equipment, Net
Property, plant and equipment, net consists of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Land	 	$	3,027	 	 	$	3,095	 	
Land improvements	 	 	11,489	 	 	 	11,426	 	
Buildings and improvements	 	 	146,273	 	 	 	146,232	 	
Assets under capital lease	 	 	9,520	 	 	 	9,520	 	
Machinery and equipment	 	 	530,791	 	 	 	530,319	 	
Computers, software and office equipment	 	 	16,658	 	 	 	16,350	 	
Transportation equipment	 	 	4,791	 	 	 	4,722	 	
Construction in progress	 	 	1,458	 	 	 	1,774	 	
Gross property, plant and equipment	 	 	724,007	 	 	 	723,438	 	
Less: accumulated depreciation	 	 	(592,519	)	 	 	(587,146	)	
Less: accumulated amortization – capital lease	 	 	(9,355	)	 	 	(9,202	)	
Total property, plant and equipment, net	 	$	122,133	 	 	$	127,090	 	
 
Internal software development costs within PP&E consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Internal software development costs	 	$	2,014	 	 	$	2,014	 	
Accumulated amortization	 	 	(1,839	)	 	 	(1,804	)	
Net internal software development costs	 	$	175	 	 	$	210	 	
 
Depreciation expense, internal software development costs amortization, repairs and maintenance expenses and capitalized interest were as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Depreciation expense	 	$	5,777	 	 	$	5,905	 	
Internal software development costs amortization	 	 	35	 	 	 	71	 	
Repair and maintenance expenses	 	 	4,364	 	 	 	4,328	 	
Capitalized interest	 	 	—	 	 	 	—	 	
 
9. Intangible Assets, Net
Intangible assets, net consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Customer list	 	$	22,000	 	 	$	22,000	 	
Non-compete agreements	 	 	4,243	 	 	 	4,243	 	
Licenses	 	 	293	 	 	 	293	 	
Total intangible assets, gross	 	 	26,536	 	 	 	26,536	 	
 	 	 	 	 	 	 	 	 	
Accumulated amortization - customer list	 	 	(14,606	)	 	 	(14,156	)	
Accumulated amortization - non-compete agreements	 	 	(2,660	)	 	 	(2,581	)	
Accumulated amortization - licenses	 	 	(38	)	 	 	(28	)	
Total accumulated amortization	 	 	(17,304	)	 	 	(16,765	)	
Total intangible assets, net	 	$	9,232	 	 	$	9,771	 	
 
In fiscal year 2007, the Company purchased the texturing operations of Dillon Yarn Corporation (“Dillon”) which are included in the Company's Polyester segment. The valuation of the customer list acquired was determined by estimating the discounted net earnings attributable to the customer relationships that were purchased after considering items such as possible customer attrition. Based on the length and trend of the projected cash flows, an estimated useful life of thirteen years was determined. The customer list is being amortized in a manner which reflects the expected economic benefit that will be received over its thirteen year life. The Dillon non-compete agreements are amortized using the straight line method over the periods currently covered by the agreements. The amortization expense is included within the Polyester segment's depreciation and amortization expense.
 
During the second quarter of fiscal year 2012, the Company acquired a controlling interest in Renewables. The non-compete agreement acquired is being amortized using the straight line method over the five year term of the agreement. The licenses acquired are being amortized using the straight line method over the estimated useful lives of four to eight years.

11

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
Amortization expense for intangible assets consists of the following:
 	 	 	For the Three Months Ended	 	
 	 	 	September 23, 2012	 	 	 	September 25, 2011	 	
Customer list	 	$	450	 	 	$	506	 	
Non-compete agreements	 	 	79	 	 	 	79	 	
Licenses	 	 	10	 	 	 	—	 	
Total amortization expense	 	$	539	 	 	$	585	 	
 
10. Other Non-Current Assets
Other non-current assets consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Long-term deposits	 	$	5,193	 	 	$	5,151	 	
Debt financing fees	 	 	2,643	 	 	 	2,870	 	
Biomass foundation and feedstock	 	 	1,834	 	 	 	1,794	 	
Other	 	 	499	 	 	 	507	 	
Total other non-current assets	 	$	10,169	 	 	$	10,322	 	
 
Long-term deposits consist primarily of deposits with a domestic utility company and value added tax deposits. Biomass foundation and feedstock represents bioenergy foundation and feedstock currently being, or expected to be, propagated by Renewables. Other consists primarily of premiums on a split dollar life insurance policy which represents the value of the Company's right of return on premiums paid for a retiree owned insurance contract which matures in 2015.
 
11. Accrued Expenses 
Accrued expenses consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Payroll and fringe benefit costs	 	$	6,709	 	 	$	9,026	 	
Utilities	 	 	2,613	 	 	 	2,540	 	
Interest	 	 	309	 	 	 	398	 	
Retiree medical liability	 	 	136	 	 	 	138	 	
Asset retirement obligation	 	 	63	 	 	 	125	 	
Property taxes	 	 	—	 	 	 	842	 	
Other	 	 	1,264	 	 	 	1,333	 	
Total accrued expenses	 	$	11,094	 	 	$	14,402	 	
 
The Company has recorded an asset retirement obligation associated with the reclamation and removal costs related to a leased location in its Polyester segment. Other accruals consist primarily of sales taxes, workers compensation and other employee related claims, marketing expenses, freight expenses, rent and other non-income related taxes.
 
12. Long-Term Debt
Long-term debt consists of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
ABL Revolver	 	$	54,500	 	 	$	51,000	 	
ABL Term Loan	 	 	48,200	 	 	 	50,000	 	
Term B Loan	 	 	16,000	 	 	 	20,515	 	
Related party term loan	 	 	1,250	 	 	 	—	 	
Capital lease obligation	 	 	—	 	 	 	37	 	
Total debt	 	 	119,950	 	 	 	121,552	 	
Current portion of long-term debt	 	 	(7,200	)	 	 	(7,237	)	
Total long-term debt	 	$	112,750	 	 	$	114,315	 	
 
Debt Refinancing
On May 24, 2012, the Company entered into a $150,000 senior secured credit facility (“ABL Facility”) with Wells Fargo Bank, N.A. (“Wells Fargo”) and Bank of America, N.A. (“Bank of America”). The ABL Facility consists of a $100,000 revolving credit facility (“ABL Revolver”) and a $50,000 term loan (“ABL Term Loan”). In addition, the Company entered into a $30,000 term loan (“Term B Loan”) with MacKay Shields LLC, a Delaware limited liability company, solely in its capacity as investment advisor or subadviser with investment authority for certain discretionary client accounts. Wilmington Trust National Association (“Wilmington Trust”) serves as the administrative agent under the Term B Loan. The purpose of the new ABL Facility and the Term B Loan was to, among other things, refinance the Company's then existing indebtedness. The ABL Facility and the Term B Loan each have a maturity date of May 24, 2017. The Company has the ability to request that the borrowing capacity of the ABL Revolver be increased to as much as $150,000, at the discretion of the participating lenders.

12

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
ABL Facility
The ABL Facility is secured by a first-priority perfected security interest in substantially all owned or hereafter acquired property and assets, together with all proceeds and products thereof, of Unifi, Inc., Unifi Manufacturing, Inc. and its subsidiary guarantors (the “Loan Parties”) other than the assets to which the Loan Parties have a second-priority lien. It is also secured by a first priority perfected security interest in all of the stock of (or other ownership interests in) each of the Loan Parties (other than the Company) and certain subsidiaries of the Loan Parties; provided, that only 65% of the stock of (or other ownership interests in) first tier controlled foreign corporations are pledged, together with all proceeds and products thereof. The ABL Facility is further secured by a second-priority lien on the Company's indirect limited liability company membership interest in Parkdale America, LLC (“PAL”).
 
The ABL Facility includes representations and warranties made by the Loan Parties, affirmative and negative covenants and events of default that are usual and customary for financings of this type.  Should excess availability under the ABL Revolver fall below the greater of $10,000 or 15% of maximum availability, an ABL Facility financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratio on a monthly basis of at least 1.05 to 1.0 becomes effective.  In addition, the ABL Facility contains certain restricted payment and restricted investment provisions, including a restriction on the payment of dividends and share repurchases, unless excess availability is greater than $20,000 for the entire thirty day period prior to the making of such a distribution or excess availability is greater than $10,000 for the entire thirty day period prior to the making of such a distribution and the fixed charge coverage ratio for the most recent twelve month period (as calculated on a pro forma basis as if the payment and any revolving loans made in connection therewith were made on the first day of such period) is at least 1.0 to 1.0. As of September 23, 2012, the Company was in compliance with all financial covenants and had a fixed charge coverage ratio of 1.40.
 
The Company's ability to borrow under the ABL Revolver will be limited to a borrowing base equal to specified percentages of eligible accounts receivable and inventory and is subject to certain conditions and limitations. ABL Revolver borrowings bear interest at the London Interbank Offer Rate (the “LIBOR Rate”) plus an applicable margin of 1.75% to 2.25% or the Base Rate plus an applicable margin of 0.75% to 1.25% with interest currently being paid on a monthly basis. The applicable margin is based on the average quarterly excess availability under the ABL Revolver. The Base Rate means the greatest of (i) the prime lending rate as publicly announced from time to time by Wells Fargo, (ii) the Federal Funds Rate plus 0.5%, and (iii) the LIBOR rate plus 1.0%. There is also an unused line fee under the ABL Revolver of 0.25% to 0.375% of the unused line amount which is paid monthly.
 
The Company had $2,175 of standby letters of credit at September 23, 2012, none of which have been drawn upon. As of September 23, 2012, the Company had $30,226 of excess availability under the ABL Revolver.
 
Under the terms of the ABL Facility, the Company is required to hedge at least $50,000 of variable interest rate exposure so long as the outstanding principal of all indebtedness having variable interest rates exceeds $75,000.  The weighted average interest rate for the ABL Revolver as of September 23, 2012, including the effects of all interest rate swaps, was 3.2%.
 
The ABL Term Loan bears interest at LIBOR plus an applicable margin of 2.25% to 2.75% or the Base Rate plus an applicable margin of 1.25% to 1.75% depending upon the Company's level of excess borrowing availability with interest currently being paid on a monthly basis. The weighted average interest rate for the ABL Term Loan as of September 23, 2012, including the effects of all interest rate swaps, was 3.3%. The ABL Term Loan will be repaid in quarterly scheduled principal installments of $1,800 which commenced on September 1, 2012 and a balloon payment of $14,000 in May 2017. Subject to certain provisions, the ABL Term Loan may be prepaid at par, in whole or in part, at any time before the maturity date, at the Company's discretion.
 
Term B Loan
The Term B Loan is secured by a first-priority lien on the Company's limited liability company membership interest in PAL and a second-priority lien on the ABL Facility first-priority collateral described above. The Term B Loan also contains representations and warranties, affirmative and negative covenants and events of default comparable to those included in the ABL Facility. 
 
The Term B Loan bears interest at LIBOR plus 7.50% (with a LIBOR floor of 1.25%) with interest payable monthly. The Term B Loan does not amortize and prepayments are only required if after-tax distributions from PAL are received by the Company (100% of such distributions up to the first $3,000 per calendar year and 50% thereafter), the Company sells all or any part of its membership interest in PAL or under certain other circumstances. The Company may prepay, in whole or in part, the Term B Loan at any time subject to certain provisions, with a call premium of 3% during the first year, 2% during the second year, 1% during the third year and at par thereafter.

13

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
The components of Loss on extinguishment of debt consist of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Prepayment premium for 11.5% Senior Secured Notes due May 2014	 	$	—	 	 	$	288	 	
Prepayment premium for Term B Loan	 	 	135	 	 	 	—	 	
 	 	 	135	 	 	 	288	 	
 	 	 	 	 	 	 	 	 	
Non-cash charges due to prepayments	 	 	107	 	 	 	174	 	
Loss on extinguishment of debt	 	$	242	 	 	$	462	 	
 
On July 2, 2012, the Company made an additional $4,515 optional prepayment of the Term B Loan and recorded a $242 charge for the early extinguishment of debt related to the 3% call premium and the associated write-off of debt financing fees.
 
Debt Financing Fees
Debt financing fees are classified within Other non-current assets and consist of the following:
 	 	September 23, 2012	 	
Balance at June 24, 2012	 	$	2,870	 	
Amounts paid related to debt refinancing	 	 	46	 	
Amortization charged to interest expense	 	 	(166	)	
Amounts charged to extinguishment of debt due to prepayments	 	 	(107	)	
Balance at September 23, 2012	 	$	2,643	 	
 
Amortization of the debt financing fees is classified within Interest expense and consists of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Amortization of debt financing fees	 	$	166	 	 	$	221	 	
 
Related Party Term Loan
On August 30, 2012, a foreign subsidiary of the Company entered into an unsecured loan agreement with its unconsolidated affiliate U.N.F. Industries Ltd. (“UNF”) and borrowed $1,250. The loan bears interest at 3% with interest payable semi-annually. The loan does not amortize and has a maturity date of August 30, 2014 at which time the entire principal balance is due.
 
Subsequent Events
On October 9, 2012, the Company provided notice that it would make a $2,200 optional prepayment of the Term B Loan. This prepayment was subsequently completed on October 17, 2012, and the Company recorded a $112 charge for the early extinguishment of debt in the December 2012 quarter related to the 3% call premium and the associated non-cash charge for the write-off of deferred financing costs.
 
13. Other Long-Term Liabilities
Other long-term liabilities consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Supplemental post-employment plan	 	$	2,467	 	 	$	2,195	 	
Derivative instruments	 	 	1,467	 	 	 	1,015	 	
Other	 	 	1,635	 	 	 	1,622	 	
Total other long-term liabilities	 	$	5,569	 	 	$	4,832	 	
 
Other includes certain retiree and post-employment medical liabilities, tax contingencies and certain non-income related taxes associated with the Company's foreign subsidiaries.
 
The Company maintains an unfunded supplemental post-employment plan for certain management employees. Each participant's account is credited annually based upon a percentage of their base salary with each participant's balance adjusted quarterly to reflect returns based upon a stock market index. Amounts are paid to participants only after termination of their employment. The following table presents the expense recorded within SG&A expenses for this plan:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Supplemental post-employment plan expenses	 	$	272	 	 	$	(126	)	

14

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
14. Income Taxes
The effective income tax rates for the three month periods ended September 23, 2012 and September 25, 2011 were based upon the estimated effective income tax rate applicable for the full year after giving effect to any significant items related specifically to interim periods. The effective income tax rate can be impacted over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign sources versus annual projections and changes in foreign currency exchange rates in relation to the U.S. dollar. As a result, the Company's effective tax rate may fluctuate significantly on a quarterly basis.
 
The Company's income tax provision for the quarter ended September 23, 2012 resulted in tax expense of $3,233, with an effective tax rate of 61.1%. The effective income tax rate for the period is higher than the U.S. statutory rate due to foreign dividends taxed in the U.S., the timing of the Company's recognition of higher taxable versus book income for an unconsolidated affiliate for which the Company maintains a full valuation allowance and losses in tax jurisdictions for which no tax benefit could be recognized.
 
The Company's income tax provision for the quarter ended September 25, 2011 resulted in tax expense of $273, with an effective rate of 48.8%. The income tax rate for the period is different from the U.S. statutory rate due to losses in tax jurisdictions for which no tax benefit could be recognized and foreign dividends taxed in the U.S.
 
As of September 23, 2012, the Company's valuation allowance includes $11,504 for reserves against certain deferred tax assets primarily related to equity investments and foreign tax credit carryforwards, as well as $2,660 for reserves against certain deferred tax assets of the Company's foreign subsidiaries that are primarily related to net operating loss carryforwards.
 
There have been no significant changes in the Company's liability for uncertain tax positions since June 24, 2012. The Company's estimate for the potential outcome for any uncertain tax issue is highly judgmental. Management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire.
 
The Company and its domestic subsidiaries file a consolidated federal income tax return, as well as income tax returns in numerous state and foreign jurisdictions. The tax years subject to examination vary by jurisdiction. The Company regularly assesses the outcomes of both completed and ongoing examinations to ensure that the Company's provision for income taxes is sufficient. Currently, the Company is subject to income tax examinations for U.S. federal income taxes for tax years 2005 through 2012, for foreign income taxes for tax years 2007 through 2012, and for state and local income taxes for tax years 2002 through 2012. The Internal Revenue Service is currently auditing the Company's 2010 tax year.
 
15. Shareholders' Equity
On October 27, 2010, the shareholders of the Company approved a reverse stock split of the Company's common stock (the “reverse stock split”) at a ratio of 1-for-3. The reverse stock split became effective November 3, 2010. The Company had 20,060 shares of common stock issued and outstanding immediately following the completion of the reverse stock split. The Company is authorized in its Restated Certificate of Incorporation to issue up to a total of 500,000 shares of common stock at a $0.10 par value per share which was unchanged by the amendment. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.
 
No dividends were paid in the last three fiscal years.
 
Effective July 26, 2000, the Company's Board of Directors (“Board”) authorized the repurchase of up to 3,333 shares of its common stock of which approximately 1,064 shares were subsequently repurchased. The repurchase program was suspended in November 2003. There is remaining authority for the Company to repurchase approximately 2,269 shares of its common stock under the repurchase plan. The repurchase plan has no stated expiration or termination date.
 
The ABL Facility contains certain provisions that limit the Company's ability to make restricted payments, including distributions to its shareholders or repurchasing outstanding shares of its common stock. In order to make restricted payments, the Company must have, on a pro forma basis, excess availability greater than $20,000 for the entire thirty day period prior to the making of such a distribution or excess availability greater than $10,000 and a fixed charge coverage ratio for the most recent twelve month period is at least 1.0 to 1.0.
 
16. Stock Based Compensation
On October 29, 2008, the shareholders of the Company approved the 2008 Unifi, Inc. Long-Term Incentive Plan (“2008 LTIP”). The 2008 LTIP authorized the issuance of up to 2,000 shares of common stock pursuant to the grant or exercise of stock options, including incentive stock options, non-qualified stock options and restricted stock, but not more than 1,000 shares may be issued as restricted stock. Option awards are granted with an exercise price not less than the market price of the Company's stock at the date of grant. The 2008 LTIP replaced the 1999 Unifi, Inc. Long-Term Incentive Plan (“1999 LTIP”), however, prior grants outstanding under the 1999 LTIP remain subject to that plan's provisions.

15

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
Stock options subject to service conditions
During the quarter ended September 23, 2012, the Company issued 138 stock options under the 2008 LTIP to certain key employees. The stock options vest ratably over the required three year service period and have ten year contractual terms. The weighted average exercise price of the options was $11.15 per share. The Company used the Black-Scholes model to estimate the weighted average grant date fair value of $7.28 per share.
 
For options granted, the valuation models used the following weighted average assumptions:
 	 	September 23, 2012	 	
Expected term (years)	 	 	7.5	 	
Interest rate	 	 	1.0	%	
Volatility	 	 	66.9	%	
Dividend yield	 	 	—	 	
 
The Company uses historical data to estimate the expected life, volatility and estimated forfeitures. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected term of the options.
 
A summary of the Company's non-vested shares related to options subject to service conditions as of September 23, 2012, and changes during the current fiscal quarter is as follows:
 	 	Under the 2008 LTIP	 	 	Weighted Average
Grant Date Fair Value	 	
Non-vested at June 24, 2012	 	 	312	 	 	$	5.19	 	
Granted	 	 	138	 	 	$	7.28	 	
Vested	 	 	(227	)	 	$	4.19	 	
Forfeited	 	 	—	 	 	$	—	 	
Non-vested at September 23, 2012	 	 	223	 	 	$	7.50	 	
 
The following table sets forth the exercise prices, the number of options outstanding and exercisable, and the remaining contractual lives of the Company's stock options subject to service conditions for selected price ranges as of September 23, 2012:
 	 	 	Options Outstanding	 	 	 	Options Exercisable	 	
Exercise Price	 	 	Number of
Options
Outstanding	 	 	 	Weighted
Average
Exercise Price	 	 	 	Weighted Average Contractual Life
Remaining
(Years)	 	 	 	Number of
Options
Exercisable	 	 	 	Weighted
Average
Exercise Price	 	
$5.73	-	$10.00	 	 	828	 	 	$	6.73	 	 	 	5.5	 	 	 	828	 	 	$	6.73	 	
$10.01	-	$15.00	 	 	315	 	 	$	11.53	 	 	 	8.5	 	 	 	92	 	 	$	11.24	 	
$15.01	-	$21.72	 	 	6	 	 	$	20.55	 	 	 	1.3	 	 	 	6	 	 	$	20.55	 	
Total	 	 	 	 	1,149	 	 	$	8.13	 	 	 	6.3	 	 	 	926	 	 	$	7.28	 	
 
At September 23, 2012, the remaining unrecognized compensation cost related to the unvested stock options subject to service conditions was $1,215 which is expected to be recognized over a weighted average period of 2.6 years.
 
Stock options subject to market conditions
There were no options granted during the quarter ended September 23, 2012 that contained market condition vesting provisions. A summary of the Company's non-vested shares related to options subject to market conditions as of September 23, 2012, and changes during the current fiscal quarter is as follows:
 	 	Under the 1999 LTIP	 	 	Under the 2008 LTIP	 	 	Total Shares	 	 	Weighted Average
Grant Date Fair Value	 	
Non-vested at June 24, 2012	 	 	494	 	 	 	73	 	 	 	567	 	 	$	5.63	 	
Granted	 	 	—	 	 	 	—	 	 	 	—	 	 	$	—	 	
Vested	 	 	—	 	 	 	—	 	 	 	—	 	 	$	—	 	
Forfeited	 	 	—	 	 	 	—	 	 	 	—	 	 	$	—	 	
Non-vested at September 23, 2012	 	 	494	 	 	 	73	 	 	 	567	 	 	$	5.63	 	

16

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
The stock options are subject to a market condition which vests the options on the date that the closing price of the Company's common stock on the New York Stock Exchange has been at least $18, $24 or $30 per share (depending on the terms of the specific award) for thirty consecutive trading days.
 
The following table sets forth the exercise prices, the number of options outstanding and exercisable, and the remaining contractual lives of the Company's stock options subject to market conditions, for selected price ranges as of September 23, 2012:
 	 	Options Outstanding	 	 	 	Options Exercisable	 	
Exercise Price	 	 
Number of
Options Outstanding	 	 	 	 
Weighted
Average
Exercise Price	 	 	 	 
Weighted Average Contractual Life
Remaining
(Years)	 	 	 	 
Number of
Options
Exercisable	 	 	 	 
Weighted
Average
Exercise Price	 	
$ 8.00	-	 	$ 10.00	 	 	 	494	 	 	$	8.15	 	 	 	5.1	 	 	 	—	 	 	$	—	 	
$ 10.01	-	 	$ 12.48	 	 	 	73	 	 	$	12.48	 	 	 	6.2	 	 	 	—	 	 	$	—	 	
Total	 	 	 	 	 	 	 	567	 	 	$	8.71	 	 	 	5.2	 	 	 	—	 	 	$	—	 	
 
The remaining unrecognized compensation cost related to the stock options subject to market conditions at September 23, 2012 was nil.
 
The stock option activity for the quarter ended September 23, 2012 for all plans and all vesting conditions is as follows:
 	 	Options Outstanding	 	 	Weighted
Average
Exercise Price	 	
Shares under option at June 24, 2012	 	 	1,583	 	 	$	8.06	 	
Granted	 	 	138	 	 	$	11.15	 	
Exercised	 	 	(5	)	 	$	5.73	 	
Expired	 	 	—	 	 	$	—	 	
Forfeited	 	 	—	 	 	$	—	 	
Shares under option at September 23, 2012	 	 	1,716	 	 	$	8.32	 	
 
For the quarters ended September 23, 2012 and September 25, 2011, the total intrinsic value of options exercised was $26 and $26, respectively. The amount of cash received from the exercise of options was $29 and $49 for the quarters ended September 23, 2012 and September 25, 2011, respectively. The tax benefit realized from stock options exercised was not material for all periods presented.
 
Restricted stock units – non-employee directors
There were no new restricted stock units (“RSUs”) issued to non-employee directors during the quarter ended September 23, 2012. The total number of vested RSUs issued to non-employee directors outstanding as of September 23, 2012 was 70 which is unchanged from June 24, 2012. For the RSUs issued to non-employee directors, there were no unvested stock units and no unrecognized compensation cost at September 23, 2012.
 
Restricted stock units – key employees
During the quarter ended September 23, 2012, the Company issued 32 RSUs from the 2008 LTIP to certain key employees. The RSUs are subject to a vesting restriction and convey no rights of ownership in shares of Company stock until such RSUs have vested and been distributed to the grantee in the form of Company stock. The RSUs vest ratably over a three year period with one third of the RSUs vesting on each of the following dates: August 25, 2013, July 25, 2014 and July 25, 2015. The RSUs will be converted into an equivalent number of shares of stock on each vesting date and distributed to the grantee, or the grantee may elect to defer the receipt of the shares of stock until separation from service. If after July 25, 2013 and prior to the final vesting date the grantee has a separation from service without cause for any reason other than the employee's resignation, the remaining unvested RSUs will become fully vested and will be converted to an equivalent number of shares of stock and issued to the grantee. The Company estimated the grant-date fair value of the award to be $11.23 per RSU based on the fair value of the Company's stock at the award grant date.

17

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
A summary of the Company's RSUs issued to key employees and changes during the quarter ended September 23, 2012 consist of the following:
 	 	Units	 	 	Weighted
Average Grant Date Fair Value	 	
Non-vested at June 24, 2012	 	 	64	 	 	$	12.47	 	
Granted	 	 	32	 	 	$	11.23	 	
Vested	 	 	(21	)	 	$	12.47	 	
Forfeited	 	 	—	 	 	$	—	 	
Non-vested at September 23, 2012	 	 	75	 	 	$	11.94	 	
 
The remaining unrecognized compensation cost related to the unvested RSUs at September 23, 2012 is $323, which is expected to be recognized over a weighted average period of 2.9 years.
 
The activity for the quarter ended September 23, 2012 for all RSUs, for all grantees, was as follows:
 	 	RSUs Outstanding	 	
RSUs outstanding at June 24, 2012	 	 	134	 	
Granted	 	 	32	 	
Converted	 	 	—	 	
Forfeited	 	 	—	 	
RSUs outstanding at September 23, 2012	 	 	166	 	
 
Summary:
The total cost charged against income related to all stock based compensation arrangements was as follows:
 	 	September 23, 2012	 	 	September 25, 2011	 	
Stock options subject to service conditions	 	$	237	 	 	$	189	 	
Stock options subject to market conditions	 	 	—	 	 	 	(18	)	
RSUs issued to non-employee directors	 	 	—	 	 	 	69	 	
RSUs issued to key employees	 	 	112	 	 	 	128	 	
Total compensation cost	 	$	349	 	 	$	368	 	
 
The total income tax benefit recognized for stock based compensation was not material for all periods presented.
 
As of September 23, 2012, total unrecognized compensation costs related to all unvested stock based compensation arrangements was $1,538. The weighted average period over which these costs are expected to be recognized is 2.6 years.
 
As of September 23, 2012, a summary of the number of securities remaining available for future issuance under equity compensation plans is as follows:
Authorized under the 2008 LTIP	 	 	2,000	 	
Less: Market condition options granted	 	 	(93	)	
Less: Service condition options granted	 	 	(832	)	
Less: RSUs granted to non-employee directors	 	 	(75	)	
Less: RSUs granted to key employees	 	 	(96	)	
Plus: Options forfeited	 	 	27	 	
Plus: RSUs forfeited	 	 	—	 	
Available for issuance under the 2008 LTIP	 	 	931	 	
 
17. Defined Contribution Plan 
The Company matches employee contributions made to the Unifi, Inc. Retirement Savings Plan (the “DC Plan”), an existing 401(k) defined contribution plan, which covers eligible domestic salary and hourly employees. Under the terms of the DC Plan, the Company matches 100% of the first three percent of eligible employee contributions and 50% of the next two percent of eligible contributions.
 
The following table presents the employer contribution expense related to the DC Plan incurred each year:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Matching contribution expense	 	$	525	 	 	$	602	 	

18

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
18. Accumulated Other Comprehensive Income
The components and the changes in Accumulated other comprehensive income, net of tax as applicable, consist of the following:
 	 	Foreign
Currency Translation Adjustments	 	 	Derivative Financial Instruments	 	 	Accumulated Other Comprehensive Income	 	
Balance at June 24, 2012	 	$	2,017	 	 	$	(1,989	)	 	$	28	 	
Other comprehensive (loss) income activity, net of tax	 	 	(312	)	 	 	729	 	 	 	417	 	
Balance at September 23, 2012	 	$	1,705	 	 	$	(1,260	)	 	$	445	 	
 
Derivative financial instruments includes $210 and $1,214 for losses on cash flow hedges related to one of the Company's unconsolidated affiliates at September 23, 2012 and June 24, 2012, respectively. The cumulative tax benefit on derivative financial instruments was $417 and $239 at September 23, 2012 and June 24, 2012, respectively.
 
19. Computation of Earnings Per Share
The computation of basic and diluted earnings per share (“EPS”) was as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Basic EPS	 	 	 	 	 	 	 	 	
Net income attributable to Unifi, Inc.	 	$	2,294	 	 	$	286	 	
 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	20,091	 	 	 	20,086	 	
Basic EPS	 	$	0.11	 	 	$	0.01	 	
 	 	 	 	 	 	 	 	 	
Diluted EPS	 	 	 	 	 	 	 	 	
Net income attributable to Unifi, Inc.	 	$	2,294	 	 	$	286	 	
 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	20,091	 	 	 	20,086	 	
Net potential common share equivalents – stock options and RSUs	 	 	462	 	 	 	345	 	
Adjusted weighted average common shares outstanding	 	 	20,553	 	 	 	20,431	 	
Diluted EPS	 	$	0.11	 	 	$	0.01	 	
 	 	 	 	 	 	 	 	 	
Excluded from the calculation of common share equivalents:	 	 	 	 	 	 	 	 	
Anti-dilutive common share equivalents	 	 	272	 	 	 	406	 	
 	 	 	 	 	 	 	 	 	
Excluded from the calculation of diluted shares:	 	 	 	 	 	 	 	 	
Unvested options that vest upon achievement of certain market conditions	 	 	567	 	 	 	577	 	
 
The calculation of earnings per common share is based on the weighted average number of the Company's common shares outstanding for the applicable period. The calculation of diluted earnings per common share presents the effect of all potential dilutive common shares that were outstanding during the respective period, unless the effect of doing so is anti-dilutive. Common share equivalents where the exercise price is above the average market price are excluded in the calculation of diluted earnings per common share.
 
20. Derivative Financial Instruments
The Company may use derivative financial instruments such as foreign currency forward contracts or interest rate swaps to reduce its ongoing business exposures to fluctuations in foreign currency exchange rates or interest rates. The Company does not enter into derivative contracts for speculative purposes.

19

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
Interest rate swaps
On February 15, 2011, the Company entered into a twenty-seven month, $25,000 interest rate swap with Bank of America to provide a hedge against the variability of cash flows (monthly interest expense payments) on LIBOR-based variable rate borrowings. The interest rate swap allows the Company to fix the LIBOR rate at 1.39% and terminates on May 17, 2013. On August 5, 2011, the Company entered into a twenty-one month, $10,000 interest rate swap with Bank of America to provide a hedge against the variability of cash flows related to additional variable rate borrowings. This interest rate swap allows the Company to fix the LIBOR rate at 0.75% and terminates on May 17, 2013. On May 18, 2012, the Company entered into a five year, $50,000 interest rate swap with Wells Fargo to provide a hedge against the variability of cash flows related to additional variable rate borrowings under the Company's ABL Revolver and ABL Term Loan. This interest rate swap increases to $85,000 in May 2013 (when the $25,000 and $10,000 interest rate swaps with Bank of America terminate) and then decreases $5,000 per quarter beginning in August 2013 until the balance again reaches $50,000 in February 2015 (where it will remain through May 2017) which allows the Company to keep $50,000 of ABL Revolver borrowings hedged for the five year period from May 2012 to May 2017 and a portion of the ABL Term Loan hedged from May 2012 to February 2015. This interest rate swap allows the Company to fix the LIBOR rate at 1.06% and terminates on May 24, 2017.
 
The Company has designated these swaps as cash flow hedges and determined that they are highly effective. At September 23, 2012, the amount of pre-tax loss recognized in Accumulated other comprehensive income for the Company's cash flow hedge derivative instruments was $1,467. For the year to date period ended September 23, 2012, the Company did not reclassify any gains (losses) from Accumulated other comprehensive income to Interest expense.
 
Foreign currency forward contracts
The Company may enter into foreign currency forward contracts as economic hedges for exposures related to certain sales, inventory purchases and equipment purchases which are denominated in currencies that are not its functional currency. As of September 23, 2012, the latest maturity date for all outstanding foreign currency forward contracts is during December 2012. These items are not designated as hedges by the Company and are marked-to-market each period and offset by the foreign exchange (gains) losses resulting from the underlying exposures of the foreign currency denominated assets and liabilities.
 
The fair values of derivative financial instruments were as follows:
As of September 23, 2012:	 	 	Notional Amount	 	 	USD Equivalent	 	Balance Sheet Location	 	Fair value	 	
Foreign exchange contracts	MXN	 	 	2,100	 	 	$	160	 	Other current liabilities	 	$	(2	)	
Interest rate swaps	USD	 	$	85,000	 	 	$	85,000	 	Other long-term liabilities	 	$	(1,467	)	
 
As of June 24, 2012:	 	 	Notional Amount	 	 	USD Equivalent	 	Balance Sheet Location	 	Fair value	 	
Foreign exchange contracts	MXN	 	 	6,500	 	 	$	497	 	Other current assets	 	$	28	 	
Interest rate swaps	USD	 	$	85,000	 	 	$	85,000	 	Other long-term liabilities	 	$	(1,015	)	
(MXN represents the Mexican Peso)
 
The fair values of the Company's foreign exchange contracts and interest rate swaps are estimated by obtaining month-end market quotes for contracts with similar terms.
 
The effect of marked-to-market hedging derivative instruments was as follows:
 	 	 	For the Three Months Ended	 	
Derivatives not designated as hedges:	Classification:	 	September 23, 2012	 	 	September 25, 2011	 	
Foreign exchange contracts – MXN/USD	Other operating expenses, net	 	$	36	 	 	$	(29	)	
Total (gain) loss recognized in income	 	$	36	 	 	$	(29	)	
 
By entering into derivative instrument contracts, the Company exposes itself to counterparty credit risk. The Company attempts to minimize this risk by selecting counterparties with investment grade credit ratings, limiting the amount of exposure to any single counterparty and regularly monitoring its market position with each counterparty. The Company's derivative instruments do not contain any credit risk related contingent features.

20

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
21. Fair Value of Financial Instruments and Non-Financial Assets and Liabilities
The Company's financial assets and liabilities accounted for at fair value on a recurring basis and the level within the fair value hierarchy used to measure these items are as follows:
 	 	Assets (Liabilities) at Fair Value as of September 23, 2012	 	
 	 	Level 1	 	 	Level 2	 	 	Level 3	 	
Foreign exchange derivative contracts	 	$	—	 	 	$	(2	)	 	$	—	 	
Interest rate derivative contracts	 	 	—	 	 	 	(1,467	)	 	 	—	 	
Total liabilities	 	$	—	 	 	$	(1,469	)	 	$	—	 	
 
 	 	Assets (Liabilities) at Fair Value as of June 24, 2012	 	
 	 	Level 1	 	 	Level 2	 	 	Level 3	 	
Foreign exchange derivative contracts	 	$	—	 	 	$	28	 	 	$	—	 	
Total assets	 	$	—	 	 	$	28	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate derivative contracts	 	$	—	 	 	$	(1,015	)	 	$	—	 	
Total liabilities	 	$	—	 	 	$	(1,015	)	 	$	—	 	
 
There were no financial instruments measured at fair value that were in an asset position at September 23, 2012. The Company did not have any non-financial assets or liabilities that were required to be measured at fair value on a recurring basis.
 
Since its debt refinancing in May 2012, the Company believes that there have been no significant changes to its credit risk profile or the interest rates available to the Company for debt issuances with similar terms and average maturities and the Company estimates that the fair values of these long-term debt obligations approximate their carrying amounts. Other financial instruments include cash and cash equivalents, receivables, accounts payable and accrued expenses. The financial statement carrying amounts of these items approximate the fair value because of their short-term nature.
 
22. Other Operating Expense (Income), Net
The components of Other operating expense (income), net consist of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Operating expenses for Renewables	 	$	585	 	 	$	—	 	
Net loss on sale or disposal of assets	 	 	22	 	 	 	64	 	
Foreign currency transaction losses (gains)	 	 	16	 	 	 	(21	)	
Other, net	 	 	(42	)	 	 	(84	)	
Total other operating expense (income), net	 	$	581	 	 	$	(41	)	
 
Other, net consists primarily of rental income. Operating expenses for Renewables includes $46 of non-cash depreciation and amortization charges.
 
23. Investments in Unconsolidated Affiliates and Variable Interest Entities
Parkdale America, LLC
In June 1997, the Company and Parkdale Mills, Inc. (“Mills”) entered into a Contribution Agreement that set forth the terms and conditions by which the two companies contributed all of the assets of their spun cotton yarn operations utilizing open-end and air-jet spinning technologies to create Parkdale America, LLC (“PAL”). In exchange for its contribution, the Company received a 34% ownership interest in PAL which is accounted for using the equity method of accounting. Effective January 1, 2012, Mills' interest in PAL was assigned to Parkdale Incorporated. PAL's fiscal year end is the Saturday nearest to December 31 and is a limited liability company treated as a partnership for income tax reporting purposes. PAL is a producer of cotton and synthetic yarns for sale to the textile and apparel markets located throughout North and South America. PAL has 13 manufacturing facilities located primarily in the southeast region of the U.S. According to its most recently issued audited financial statements, PAL's five largest customers accounted for approximately 80% of total revenues and 72% of total gross accounts receivable outstanding, with the largest customer accounting for approximately 37% of revenues and 37% of accounts receivable.
 
In August 2008, a federal government program commenced providing economic adjustment assistance to domestic users of upland cotton. The program offers a subsidy for cotton consumed in domestic production and the subsidy is paid the month after the eligible cotton is consumed. The subsidy must be used within eighteen months after the marketing year earned to purchase qualifying capital expenditures in the U.S. for production of goods from upland cotton. The marketing year is from August 1 to July 31. The program provided a subsidy of four cents per pound through July 31, 2012 and provides a subsidy of three cents per pound for six years thereafter. The Company recognizes its share of PAL's income for the cotton subsidy when the cotton has been consumed and the qualifying assets have been acquired with an appropriate allocation methodology considering the dual criteria of the subsidy.
 
On October 28, 2009, PAL acquired certain real property and machinery and equipment, as well as entered into lease agreements for certain real property, machinery and equipment, which constituted most of the yarn manufacturing operations of Hanesbrands Inc. (“HBI”). PAL also entered into a yarn supply agreement with HBI to supply at least 95% of the yarn used in the manufacturing of its apparel products at any of its locations in North America, Central America or the Caribbean Basin for a six-year period with an option for HBI to extend the agreement for two additional three-year periods.

21

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
On March 30, 2011, PAL amended its revolving credit facility to increase the maximum borrowing capacity from $100,000 to $200,000 and extend the maturity date from October 28, 2012 to July 31, 2014. PAL's revolving credit facility charges a variable interest rate based on either the prime rate or LIBOR rate plus an applicable percentage. PAL's revolving credit facility also has covenants in place such as an annual limit on capital expenditures, a minimum fixed-charge coverage ratio and a maximum leverage ratio. PAL informed the Company that as of September 2012, PAL's cash on-hand was $62,819, PAL had no outstanding borrowings on its revolving credit facility and PAL was in compliance with all debt covenants.
 
PAL is subject to price risk related to fixed-price yarn sales. To protect the gross margin of these sales, PAL may enter into cotton futures to manage changes in raw material costs. The derivative instruments used are listed and traded on an exchange and are thus valued using quoted prices classified within Level 1 of the fair value hierarchy. PAL may also designate certain futures contracts as cash flow hedges with the effective portion of gains and losses recorded in accumulated other comprehensive loss until the underlying transactions are recognized in income. As of September 2012, PAL's accumulated other comprehensive loss was comprised of losses related to futures contracts totaling $619. Any ineffective portion of changes in fair value of cash flow hedges are recognized in earnings as they occur. All of PAL's other derivatives not designated as hedges are marked-to-market each period with the changes in fair value recognized in current period earnings. In addition, PAL may enter into forward contracts for certain cotton purchases, which qualify as derivative instruments. However, these contracts meet the applicable criteria to qualify for the “normal purchases or normal sales” exemption.
 
As of September 23, 2012, the Company's investment in PAL was $90,952 and shown within Investments in unconsolidated affiliates. The reconciliation between the Company's share of the underlying equity of PAL and its investment is as follows:
Underlying equity as of September 2012	 	$	109,503	 	
Initial excess capital contributions	 	 	53,363	 	
Impairment charge recorded in 2007	 	 	(74,106	)	
Anti-trust lawsuit against PAL in which the Company did not participate	 	 	2,652	 	
EAP adjustments	 	 	(460	)	
Investment as of September 2012	 	$	90,952	 	
 
U.N.F. Industries, Ltd.
In September 2000, the Company and Nilit Ltd. (“Nilit”) formed a 50/50 joint venture, U.N.F. Industries Ltd. (“UNF”), for the purpose of operating nylon extrusion assets to manufacture nylon POY. All raw material and production services for UNF are provided by Nilit under separate supply and services agreements. UNF's fiscal year end is December 31st and it is a registered Israeli private company located in Migdal Ha-Emek, Israel.
 
UNF America, LLC
In October 2009, the Company and Nilit America Inc. (“Nilit America”) formed a 50/50 joint venture, UNF America LLC (“UNF America”), for the purpose of operating a nylon extrusion facility which manufactures nylon POY. All raw material and production services for UNF America are provided by Nilit America under separate supply and services agreements. UNF America's fiscal year end is December 31st and it is a limited liability company treated as a partnership for income tax reporting purposes located in Ridgeway, Virginia.
 
In conjunction with the formation of UNF America, the Company entered into a supply agreement with UNF and UNF America whereby the Company agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNF America. The agreement has no stated minimum purchase quantities and pricing is negotiated every six months, based on market rates. As of September 23, 2012, the Company's open purchase orders related to this agreement were $8,013.
 
The Company's raw material purchases under this supply agreement consist of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
UNF	 	$	3,263	 	 	$	5,486	 	
UNF America	 	 	5,698	 	 	 	3,716	 	
Total	 	$	8,961	 	 	$	9,202	 	
 
As of September 23, 2012 and June 24, 2012, the Company had combined accounts payable due to UNF and UNF America of $3,801 and $4,184, respectively.

22

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
The Company is the primary beneficiary of these entities based on the terms of the supply agreement discussed above. As a result, the Company has determined that UNF and UNF America are variable interest entities (“VIEs”) and, in accordance with U.S. GAAP, should be consolidated in the Company's financial results. As the Company purchases substantially all of the output from the two entities, and, as the two entities' balance sheets constitutes 3% or less of the Company's current assets, total assets and total liabilities, the Company has not included the accounts of UNF and UNF America in its consolidated financial statements. As of September 23, 2012, the Company's combined investments in UNF and UNF America were $4,233 and are shown within Investments in unconsolidated affiliates. The financial results of UNF and UNF America are included in the Company's financial statements with a one month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with the Company's accounting policy. Other than the supply agreement discussed above, the Company does not provide any other operating commitments or guarantees related to either UNF or UNF America.
 
Unaudited, condensed balance sheet and income statement information for the Company's unconsolidated affiliates is presented in the following tables. As PAL is defined as significant, its information is separately disclosed. The operating results of Renewables are included through the end of the Company's first quarter of fiscal year 2012, and thereafter Renewables results have been consolidated.
 	 	As of September 23, 2012 (Unaudited)	 	
 	 	PAL	 	 	Other	 	 	Total	 	
Current assets	 	$	261,900	 	 	$	9,952	 	 	$	271,852	 	
Noncurrent assets	 	 	125,220	 	 	 	3,238	 	 	 	128,458	 	
Current liabilities	 	 	55,269	 	 	 	5,749	 	 	 	61,018	 	
Noncurrent liabilities	 	 	9,783	 	 	 	—	 	 	 	9,783	 	
Shareholders' equity and capital accounts	 	 	322,068	 	 	 	7,441	 	 	 	329,509	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
The Company's portion of undistributed earnings	 	 	20,170	 	 	 	1,278	 	 	 	21,448	 	
 
 	 	As of June 24, 2012 (Unaudited)	 	
 	 	PAL	 	 	Other	 	 	Total	 	
Current assets	 	$	259,558	 	 	$	12,018	 	 	$	271,576	 	
Noncurrent assets	 	 	130,677	 	 	 	759	 	 	 	131,436	 	
Current liabilities	 	 	56,899	 	 	 	4,512	 	 	 	61,411	 	
Noncurrent liabilities	 	 	7,717	 	 	 	—	 	 	 	7,717	 	
Shareholders' equity and capital accounts	 	 	325,619	 	 	 	8,265	 	 	 	333,884	 	
 
 	 	For the Three Months Ended September 23, 2012 (Unaudited)	 	
 	 	PAL	 	 	Other	 	 	Total	 	
Net sales	 	$	201,390	 	 	$	8,842	 	 	$	210,232	 	
Gross profit	 	 	2,948	 	 	 	1,653	 	 	 	4,601	 	
(Loss) income from operations	 	 	(571	)	 	 	1,223	 	 	 	652	 	
Net income	 	 	38	 	 	 	1,200	 	 	 	1,238	 	
Depreciation and amortization	 	 	7,791	 	 	 	25	 	 	 	7,816	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash received by PAL under EAP program	 	 	4,926	 	 	 	—	 	 	 	4,926	 	
Earnings recognized by PAL for EAP program	 	 	2,319	 	 	 	—	 	 	 	2,319	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends and cash distributions received	 	 	2,224	 	 	 	—	 	 	 	2,224	 	

 	 	For the Three Months Ended September 25, 2011 (Unaudited)	 	
 	 	PAL	 	 	Other	 	 	Total	 	
Net sales	 	$	346,075	 	 	$	10,267	 	 	$	356,342	 	
Gross profit	 	 	13,077	 	 	 	664	 	 	 	13,741	 	
Income (loss) from operations	 	 	11,115	 	 	 	(201	)	 	 	10,914	 	
Net income (loss)	 	 	11,325	 	 	 	(245	)	 	 	11,080	 	
Depreciation and amortization	 	 	9,295	 	 	 	56	 	 	 	9,351	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash received by PAL under EAP program	 	 	6,171	 	 	 	—	 	 	 	6,171	 	
Earnings recognized by PAL for EAP program	 	 	5,956	 	 	 	—	 	 	 	5,956	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends and cash distributions received	 	 	2,005	 	 	 	—	 	 	 	2,005	 	

23

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
24. Commitments and Contingencies
Collective Bargaining Agreements
While employees of the Company's foreign operations are generally unionized, none of the Company's domestic labor force is currently covered by a collective bargaining agreement.
 
Environmental
On September 30, 2004, the Company completed its acquisition of the polyester filament manufacturing assets located in Kinston, North Carolina from INVISTA S.a.r.l. (“INVISTA”). The land for the Kinston site was leased pursuant to a 99 year ground lease (“Ground Lease”) with E.I. DuPont de Nemours (“DuPont”). Since 1993, DuPont has been investigating and cleaning up the Kinston site under the supervision of the U.S. Environmental Protection Agency (“EPA”) and the North Carolina Department of Environment and Natural Resources (“DENR”) pursuant to the Resource Conservation and Recovery Act Corrective Action program. The Corrective Action program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of containment at the identified AOCs and clean it up to comply with applicable regulatory standards. Effective March 20, 2008, the Company entered into a Lease Termination Agreement associated with conveyance of certain assets at Kinston to DuPont. This agreement terminated the Ground Lease and relieved the Company of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to the Company's period of operation of the Kinston site. However, the Company continues to own a satellite service facility acquired in the INVISTA transaction that has contamination from DuPont's operations and is monitored by DENR. This site has been remediated by DuPont and DuPont has received authority from DENR to discontinue remediation, other than natural attenuation. DuPont's duty to monitor and report to DENR will be transferred to the Company in the future, at which time DuPont must pay the Company for seven years of monitoring and reporting costs and the Company will assume responsibility for any future remediation and monitoring of the site. At this time, the Company has no basis to determine if and when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same.
 
25. Related Party Transactions
For a discussion of the nature of related party relationships see “Footnote 27. Related Party Transactions” included in the Company's Annual Report on Form 10-K for the fiscal year ended June 24, 2012.
 
Related party receivables and payables consist of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Dillon Yarn Corporation	 	$	—	 	 	$	7	 	
American Drawtech Company, Inc.	 	 	40	 	 	 	104	 	
Total related party receivables (included within receivables, net)	 	$	40	 	 	$	111	 	
 	 	 	 	 	 	 	 	 	
Dillon Yarn Corporation	 	$	263	 	 	$	206	 	
American Drawtech Company, Inc.	 	 	—	 	 	 	20	 	
Salem Leasing Corporation	 	 	262	 	 	 	270	 	
Total related party payables (included within accounts payable)	 	$	525	 	 	$	496	 	
 
Related party transactions consist of the following:
 	 	 	For the Three Months Ended	
Affiliated Entity	Transaction Type	 	September 23, 2012	 	 	September 25, 2011	 	 	
Dillon Yarn Corporation	Sales and Service Agreement	 	$	126	 	 	$	250	 	 	
Dillon Yarn Corporation	Sales	 	 	4	 	 	 	22	 	 	
Dillon Yarn Corporation	Yarn Purchases	 	 	764	 	 	 	871	 	 	
American Drawtech Company, Inc.	Sales	 	 	97	 	 	 	1,201	 	 	
American Drawtech Company, Inc.	Yarn Purchases	 	 	43	 	 	 	22	 	 	
Salem Leasing Corporation	Transportation Equipment Costs	 	 	786	 	 	 	753	 	 	
Cupron, Inc.	Sales	 	 	2	 	 	 	96	 	 	
 
On August 30, 2012 the Company entered into an unsecured loan agreement with UNF for $1,250. The loan bears interest at 3% with interest payable semi-annually. The loan does not amortize and has a maturity date of August 30, 2014 at which time the entire principal balance is due.

24

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
26. Business Segment Information
The Company has three operating segments which are also its reportable segments. Each reportable segment derives its revenues as follows:
●	The Polyester segment manufactures Chip, POY, textured, dyed, twisted and beamed yarns, virgin and recycled, with sales primarily to other yarn manufacturers, knitters and weavers that produce yarn and/or fabric for the apparel, hosiery, automotive upholstery, home furnishing, industrial and other end-use markets. The Polyester segment consists of manufacturing operations in the U.S. and El Salvador.	
●	The Nylon segment manufactures textured nylon and covered spandex yarns with sales to knitters and weavers that produce fabric for the apparel, hosiery, sock and other end-use markets. The Nylon segment consists of manufacturing operations in the U.S. and Colombia.	
●	The International segment's products primarily include textured polyester and various types of resale yarns. The International segment sells its yarns to knitters and weavers that produce fabric for the apparel, automotive upholstery, home furnishing, industrial and other end-use markets primarily in the South American and Asian regions. This segment includes manufacturing and sales offices in Brazil and a sales office in China.	
 
The Company evaluates the operating performance of its segments based upon Segment Adjusted Profit which is defined as segment gross profit plus segment depreciation and amortization less segment SG&A and segment other adjustments. Segment operating profit represents segment net sales less cost of sales, restructuring and other charges and SG&A expenses. The accounting policies for the segments are consistent with the Company's accounting policies. Intersegment sales are accounted for at current market prices. Selected financial information for the Polyester, Nylon and International segments is presented below:

 	 	For the Three Months Ended September 23, 2012	 	
 	 	Polyester	 	 	Nylon	 	 	International	 	 	Total	 	
Net sales	 	$	93,036	 	 	$	40,014	 	 	$	39,850	 	 	$	172,900	 	
Cost of sales	 	 	84,829	 	 	 	35,944	 	 	 	34,107	 	 	 	154,880	 	
Gross profit	 	 	8,207	 	 	 	4,070	 	 	 	5,743	 	 	 	18,020	 	
Selling, general and administrative expenses	 	 	6,751	 	 	 	2,336	 	 	 	2,060	 	 	 	11,147	 	
Segment operating profit	 	$	1,456	 	 	$	1,734	 	 	$	3,683	 	 	$	6,873	 	
 
 	 	 	For the Three Months Ended September 25, 2011	 	
 	 	 	Polyester	 	 	 	Nylon	 	 	 	International	 	 	 	Total	 	
Net sales	 	$	92,528	 	 	$	40,961	 	 	$	37,524	 	 	$	171,013	 	
Cost of sales	 	 	88,838	 	 	 	36,610	 	 	 	33,735	 	 	 	159,183	 	
Gross profit	 	 	3,690	 	 	 	4,351	 	 	 	3,789	 	 	 	11,830	 	
Selling, general and administrative expenses	 	 	6,063	 	 	 	2,110	 	 	 	2,198	 	 	 	10,371	 	
Segment operating (loss) profit	 	$	(2,373	)	 	$	2,241	 	 	$	1,591	 	 	$	1,459	 	
 
The reconciliations of Segment Operating Profit to Consolidated Income Before Income Taxes are as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	1,456	 	 	$	(2,373	)	
Nylon	 	 	1,734	 	 	 	2,241	 	
International	 	 	3,683	 	 	 	1,591	 	
Segment operating profit	 	 	6,873	 	 	 	1,459	 	
Provision for bad debts	 	 	110	 	 	 	205	 	
Other operating expense (income), net	 	 	581	 	 	 	(41	)	
Consolidated operating income	 	 	6,182	 	 	 	1,295	 	
Interest income	 	 	(124	)	 	 	(647	)	
Interest expense	 	 	1,444	 	 	 	4,380	 	
Loss on extinguishment of debt	 	 	242	 	 	 	462	 	
Equity in earnings of unconsolidated affiliates	 	 	(671	)	 	 	(3,459	)	
Consolidated income before income taxes	 	$	5,291	 	 	$	559	 	

25

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
The reconciliations of Segment Depreciation and Amortization Expense to Consolidated Depreciation and Amortization Expense are as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	4,681	 	 	$	4,799	 	
Nylon	 	 	758	 	 	 	783	 	
International	 	 	866	 	 	 	973	 	
Segment depreciation and amortization expense	 	 	6,305	 	 	 	6,555	 	
Depreciation and amortization included in other operating expense (income), net	 	 	46	 	 	 	6	 	
Amortization included in interest expense	 	 	166	 	 	 	221	 	
Consolidated depreciation and amortization expense	 	$	6,517	 	 	$	6,782	 	
 
Segment Other Adjustments for each of the reportable segments consist of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	94	 	 	$	—	 	
Nylon	 	 	—	 	 	 	—	 	
International	 	 	—	 	 	 	—	 	
Segment other adjustments	 	$	94	 	 	$	—	 	
 
Other adjustments include amounts recorded for certain domestic retiree and post-employment medical liabilities.
 
Segment Adjusted Profit for each of the reportable segments consists of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	6,231	 	 	$	2,426	 	
Nylon	 	 	2,492	 	 	 	3,024	 	
International	 	 	4,549	 	 	 	2,564	 	
Segment adjusted profit	 	$	13,272	 	 	$	8,014	 	
 
Intersegment Sales for each of the reportable segments consist of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	621	 	 	$	453	 	
Nylon	 	 	122	 	 	 	8	 	
International	 	 	293	 	 	 	—	 	
Intersegment sales	 	$	1,036	 	 	$	461	 	
 
The reconciliations of Segment Capital Expenditures to Consolidated Capital Expenditures are as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	729	 	 	$	189	 	
Nylon	 	 	56	 	 	 	71	 	
International	 	 	165	 	 	 	805	 	
Segment capital expenditures	 	 	950	 	 	 	1,065	 	
Unallocated corporate capital expenditures	 	 	141	 	 	 	57	 	
Consolidated capital expenditures	 	$	1,091	 	 	$	1,122	 	

26

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements - (Continued)
(amounts in thousands, except per share amounts)
 
The reconciliations of Segment Total Assets to Consolidated Total Assets are as follows:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Polyester	 	$	191,214	 	 	$	198,321	 	
Nylon	 	 	74,369	 	 	 	74,569	 	
International	 	 	90,482	 	 	 	88,040	 	
Segment total assets	 	 	356,065	 	 	 	360,930	 	
All other current assets	 	 	9,180	 	 	 	9,424	 	
Unallocated corporate PP&E	 	 	10,347	 	 	 	10,404	 	
All other non-current assets	 	 	5,533	 	 	 	5,712	 	
Investments in unconsolidated affiliates	 	 	95,185	 	 	 	95,763	 	
Consolidated total assets	 	$	476,310	 	 	$	482,233	 	
 
Geographic Data:
Geographic information for net sales is as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
U.S.	 	$	122,587	 	 	$	123,920	 	
Brazil	 	 	32,521	 	 	 	33,145	 	
All other foreign	 	 	17,792	 	 	 	13,948	 	
Total	 	$	172,900	 	 	$	171,013	 	
 
The information for net sales is based on the operating locations from where the items were produced or distributed. Export sales from the Company's U.S. operations to external customers were $22,985 and $19,328 for the three months ended September 23, 2012 and September 25, 2011, respectively.
 
Geographic information for long-lived assets is as follows:
 	 	September 23, 2012	 	 	June 24, 2012	 	
U.S.	 	$	210,018	 	 	$	215,910	 	
Brazil	 	 	18,270	 	 	 	19,121	 	
All other foreign	 	 	8,431	 	 	 	7,915	 	
Total	 	$	236,719	 	 	$	242,946	 	
 
Long-lived assets are comprised of Property, plant and equipment, net, Intangible assets, net, Investments in unconsolidated affiliates and Other non-current assets.
 
27. Subsequent Events
The Company evaluated all events and material transactions for potential recognition or disclosure through such time as these statements were filed with the Securities and Exchange Commission and determined there were no items deemed reportable other than the $2,200 optional prepayment of the Term B Loan that was completed on October 17, 2012.
 
28. Supplemental Cash Flow Information
Cash payments for interest and taxes consist of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Interest, net of capitalized interest	 	$	1,362	 	 	$	778	 	
Income taxes, net of refunds	 	 	2,441	 	 	 	793	 	
 
For the three months ended September 23, 2012, cash payments for interest were made on a monthly basis. For the three months ended September 25, 2011, cash payments for interest were made on a monthly basis for the Company's then existing revolving credit facility while interest for the Company's previously outstanding 11.5% Senior Secured Notes due May 2014 was due on May 15 and November 15 of each year. Cash payments for taxes shown above consist primarily of tax payments made by the Company in foreign jurisdictions.

27

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is Management's discussion and analysis of certain significant factors that have affected the Company's operations and material changes in financial condition during the periods included in the accompanying Condensed Consolidated Financial Statements included in this Form 10-Q.
 
Forward-Looking Statements
The following discussion contains certain forward-looking statements about the Company's financial condition and results of operations.
 
Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. They may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will,” or words or phrases of similar meaning. They may relate to, among other things, the risks described below:
●	the competitive nature of the textile industry and the impact of worldwide competition;	
●	changes in the trade regulatory environment and governmental policies and legislation;	
●	the availability, sourcing and pricing of raw materials;	
●	general domestic and international economic and industry conditions in markets where the Company competes, such as recession and other economic and political factors over which the Company has no control;	
●	changes in consumer spending, customer preferences, fashion trends and end-uses;	
●	the ability to reduce production costs;	
●	changes in currency exchange rates, interest and inflation rates;	
●	the financial condition of the Company's customers;	
●	the ability to sell excess assets;	
●	technological advancements and the continued availability of financial resources to fund capital expenditures;	
●	the operating performance of joint ventures and other equity investments;	
●	the accurate financial reporting of information from equity method investees;	
●	the impact of environmental, health and safety regulations;	
●	the loss of a material customer(s);	
●	the ability to protect intellectual property;	
●	employee relations;	
●	volatility of financial and credit markets;	
●	the ability to service indebtedness and fund capital expenditures and strategic initiatives;	
●	the continuity of the Company's leadership;	
●	availability of and access to credit on reasonable terms; and	
●	the success of the Company's strategic business initiatives.	
 
These forward-looking statements reflect the Company's current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements. These risks and uncertainties may include those discussed above. New risks can emerge from time to time. It is not possible for the Company to predict all of these risks, nor can it assess the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in forward-looking statements.
 
Business Overview
Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, the “Company” or “Unifi”) is a publicly-traded, multi-national manufacturing company. The Company processes and sells high-volume commodity products, specialized yarns designed to meet certain customer specifications, and premier value-added (“PVA”) yarns with enhanced performance characteristics. The Company sells fibers made from polyester and nylon filament to other yarn manufacturers, knitters and weavers that produce fabric for the apparel, hosiery, sock, home furnishing, automotive upholstery, industrial and other end-use markets. The Company's polyester products include polyester polymer beads (“Chip”), partially oriented yarn (“POY”), textured, solution and package dyed, twisted and beamed yarns; each available in virgin or recycled varieties. The Company's nylon products include textured, solution dyed and covered spandex products. The Company maintains one of the industry's most comprehensive product offerings and has ten manufacturing operations in four countries and participates in joint ventures in Israel and the United States (“U.S.”). The Company's principal markets are located in the U.S., Canada, Mexico, Central America, and South America. In addition, the Company has a wholly-owned subsidiary in the People's Republic of China (“China”) focused on the sale and promotion of the Company's specialty and PVA products in the Asian textile market, primarily in China as well as into Europe.
 
The Company has three operating segments which are also its reportable segments. Each reportable segment derives its revenues as follows:
●	The Polyester segment manufactures Chip, POY, textured, dyed, twisted and beamed yarns, virgin and recycled, with sales primarily to other yarn manufacturers, knitters and weavers that produce yarn and/or fabric for the apparel, hosiery, automotive upholstery, home furnishing, industrial and other end-use markets. The Polyester segment consists of manufacturing operations in the U.S. and El Salvador.	

28

 
 
●	The Nylon segment manufactures textured nylon and covered spandex yarns with sales to knitters and weavers that produce fabric for the apparel, hosiery, sock and other end-use markets. The Nylon segment consists of manufacturing operations in the U.S. and Colombia.	
●	The International segment's products primarily include textured polyester and various types of resale yarns. The International segment sells its yarns to knitters and weavers that produce fabric for the apparel, automotive upholstery, home furnishing, industrial and other end-use markets primarily in the South American and Asian regions. This segment includes manufacturing and sales offices in Brazil and a sales office in China.	
 
Other information for the Company's reportable segments, including revenues, a measurement of profit or loss, and total assets by segment, is provided in “Footnote 26. Business Segment Information” to the Condensed Consolidated Financial Statements included in this Form 10-Q.
 
Recent Developments and Strategy
Strategy: While the Company continues to face a challenging operating environment caused by global competition across the supply chain, inflation for its input costs and raw materials, and potential decreased demand caused by continuing weakness of the U.S. and global economies, the Company believes it has the appropriate strategies in place to succeed in such an environment.  The Company continues to focus on its key strategies: striving for continuous improvement across all operational and business processes; enriching its product mix by growing its higher margin PVA product portfolio; increasing sales of yarns with regional rules of origin requirements; and continuing its strategic penetration in global growth markets, such as China, Central America and Brazil.  Going forward, the Company expects to continue its support of these strategies through investments in selected product and geographic growth opportunities related to its core business. The Company also anticipates utilizing its excess liquidity and operating cash flows to continue its deleveraging strategy, with the goal of reducing leverage, prepaying its higher interest Term B Loan, and developing other strategies to enhance shareholder value.
 
PVA: The Company remains committed to growing the business for its value-added products and the belief that its research and development work with brands and retailers continues to create new, world-wide sales opportunities as the Company raises the visibility of REPREVE® as a consumer brand. For the current quarter, the Company's PVA products represented approximately 20% of its consolidated net sales and REPREVE® continues to grow at a faster pace than other PVA products. The Company believes that it can continue to increase its PVA sales as a percentage of its overall sales volume and grow its global PVA sales 15% to 20% annually to create overall mix enrichment and margin gains.
 
Investment in Central America: The Central American Free Trade Agreement (“CAFTA”) region, which continues to be a competitive alternative to Asian supply chains, has in recent years maintained its share of synthetic apparel supply to U.S. retailers and continues to see ongoing investments being made. The recently completed installation of additional texturing capacity at the Company's plant in El Salvador is running at or near capacity and will enable the Company to take advantage of the long-term volume opportunities in this region. In addition, legislation was passed in the U.S. Congress on August 3, 2012 that provides a technical correction to the sewing thread provision in the CAFTA. The amended CAFTA, which took effect on October 13, 2012, closed a loophole that allowed for the use of non-originating sewing thread in the assembly of textiles and apparel under the trade agreement. The technical modification clarifies that certain single ply synthetic sewing thread is required to be produced in the United States or CAFTA region in order for goods to qualify for preferential tariff treatment. All other sewing threads already enjoyed the benefits of yarn forward rules of origin under the free trade agreement. The passage of this amendment is important to the Company and its operations in Central America, and is expected to result in improvements for the Company's twisted and sewing thread business.
 
Brazil: The strengthening of the Brazilian Real during the first half of fiscal year 2012 negatively impacted the competitiveness of the local apparel supply chain by making imports of competing fibers, garments and apparel more competitively priced. Although the Company still faces stiff competition from imported fibers, fabrics and finished garments, the return of the Real to more normalized levels since the second half of the 2012 fiscal year and the initiatives taken by the Brazilian government to help support the domestic manufacturers have helped shift demand back to the domestic Brazilian textile producers such as the Company's Brazilian subsidiary. The Company expects that its mix enrichment efforts and manufacturing efficiencies gained through its process improvement programs will allow it to remain competitive with the imports of commodity textured yarns.
 
China: Sales volumes for the September 2012 quarter were lower than expected as demand from a significant customer was negatively impacted by high inventory levels throughout that customer's supply chain. This decline in volume was partially offset by several new development programs realized during the quarter, however, these programs were at lower than average margins. The Company remains optimistic about its business in China as the high levels of supply chain inventory for a significant customer become depleted and the projected growth in the region for the Company's PVA products is expected to continue.

29

 
  
Raw Materials: During the September 2012 quarter, polyester raw material pricing continued to moderate from prior year levels, decreasing from their highest levels in more than thirty years during the nine months ended June 2012. The decrease in raw material costs allowed the Company to recover lost margin during the current quarter and realize an improvement in its Polyester segment's gross profit versus the prior year quarter. However, polyester raw material prices began to increase during August, September and October 2012 and will negatively impact the Company's future margins as the timing of these raw material cost increases will limit the recovery of margin during this rising raw material environment. In addition, the polymer pricing gap between the U.S. and Asia ended September 2012 at approximately $0.12 per pound and will place additional pressures on the Company's sales volume and margins within the lower end of the Company's business that typically competes with imported yarns.
 
Company Outlook: Based on uncertainties of the upcoming holiday season and recent increases in raw material prices, the Company believes that its gross profit and Adjusted EBITDA for the December 2012 fiscal quarter will be less than the amounts reported for the September 2012 quarter. The Company continues to expect operating profit improvements for the full fiscal year 2013 when compared to fiscal year 2012 due to anticipated higher sales volumes (from the lessening effect of the inventory destocking and signs of improvement in the Company's key markets) and gross margin improvements.
 
Key Performance Indicators and Non-GAAP Financial Measures
The Company continuously reviews performance indicators to measure its success. The following are the indicators management uses to assess performance of the Company's business:
●	sales volume for the Company and for each of its reportable segments;	
●	gross profits and gross margin for the Company and for each of its reportable segments;	
●	Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) represents net income or loss attributable to Unifi, Inc. before net interest expense, income tax expense and depreciation and amortization expense (excluding interest portion of amortization);	
●	Adjusted EBITDA Including Equity Affiliates represents EBITDA adjusted to exclude gains or losses on extinguishment of debt, loss on previously held equity interest, non-cash compensation expense net of distributions, and certain other adjustments. Other adjustments may include items such as gains or losses on sales or disposals of property, plant, or equipment, currency and derivative gains or losses, restructuring charges, startup costs, and certain other operating or non-operating income or expense items;	
●	Adjusted EBITDA represents Adjusted EBITDA Including Equity Affiliates excluding the earnings of unconsolidated affiliates. The Company may, from time to time, change the items included within Adjusted EBITDA;	
●	Segment Adjusted Profit equals segment gross profit plus segment depreciation and amortization less segment selling, general, and administrative expenses (“SG&A”), net of segment other adjustments;	
●	Adjusted Working Capital (receivables plus inventory less accounts payable and certain accrued expenses) is an indicator of the Company's production efficiency and ability to manage its inventory and receivables; and	
●	Working Capital represents current assets less current liabilities.	
 
EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Adjusted Profit and Adjusted Working Capital are financial measurements that management uses to facilitate its analysis and understanding of the Company's business operations. Management believes they are useful to investors because they provide a supplemental way to understand the underlying operating performance and debt service capacity of the Company. The calculation of EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Adjusted Profit and Adjusted Working Capital are subjective measures based on management's belief as to which items should be included or excluded, in order to provide the most reasonable view of the underlying operating performance of the business. EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Adjusted Profit and Adjusted Working Capital are not considered to be in accordance with generally accepted accounting principles (“non-GAAP measurements”) and should not be considered a substitute for performance measures calculated in accordance with GAAP.

30

 
  
Results of Operations
The reconciliations of Net income attributable to Unifi, Inc. to EBITDA, Adjusted EBITDA Including Equity Affiliates and Adjusted EBITDA are as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Net income attributable to Unifi, Inc.	 	$	2,294	 	 	$	286	 	
Provision for income taxes	 	 	3,233	 	 	 	273	 	
Interest expense, net	 	 	1,320	 	 	 	3,733	 	
Depreciation and amortization expense	 	 	6,333	 	 	 	6,561	 	
EBITDA	 	 	13,180	 	 	 	10,853	 	
 	 	 	 	 	 	 	 	 	
Loss on extinguishment of debt	 	 	242	 	 	 	462	 	
Non-cash compensation expense, net	 	 	621	 	 	 	243	 	
Other	 	 	453	 	 	 	43	 	
Adjusted EBITDA Including Equity Affiliates	 	 	14,496	 	 	 	11,601	 	
 	 	 	 	 	 	 	 	 	
Equity in earnings of unconsolidated affiliates	 	 	(671	)	 	 	(3,459	)	
Adjusted EBITDA	 	$	13,825	 	 	$	8,142	 	
 
The reconciliations of Adjusted EBITDA to Segment Adjusted Profit are as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Adjusted EBITDA	 	$	13,825	 	 	$	8,142	 	
Depreciation included in other operating expense (income), net	 	 	—	 	 	 	(6	)	
Non-cash compensation expense, net	 	 	(621	)	 	 	(243	)	
Provision for bad debts	 	 	110	 	 	 	205	 	
Other, net	 	 	(42	)	 	 	(84	)	
Segment Adjusted Profit	 	$	13,272	 	 	$	8,014	 	
 
Segment Adjusted Profit for each of the reportable segments is presented below:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	6,231	 	 	$	2,426	 	
Nylon	 	 	2,492	 	 	 	3,024	 	
International	 	 	4,549	 	 	 	2,564	 	
Segment Adjusted Profit	 	$	13,272	 	 	$	8,014	 	
 
Selected financial information for the Polyester, Nylon and International segments is presented below:

 	 	For the Three Months Ended September 23, 2012	 	
 	 	Polyester	 	 	Nylon	 	 	International	 	 	Total	 	
Net sales	 	$	93,036	 	 	$	40,014	 	 	$	39,850	 	 	$	172,900	 	
Cost of sales	 	 	84,829	 	 	 	35,944	 	 	 	34,107	 	 	 	154,880	 	
Gross profit	 	 	8,207	 	 	 	4,070	 	 	 	5,743	 	 	 	18,020	 	
Selling, general and administrative expenses	 	 	6,751	 	 	 	2,336	 	 	 	2,060	 	 	 	11,147	 	
Segment operating profit	 	$	1,456	 	 	$	1,734	 	 	$	3,683	 	 	$	6,873	 	
 
 	 	For the Three Months Ended September 25, 2011	 	
 	 	Polyester	 	 	Nylon	 	 	International	 	 	Total	 	
Net sales	 	$	92,528	 	 	$	40,961	 	 	$	37,524	 	 	$	171,013	 	
Cost of sales	 	 	88,838	 	 	 	36,610	 	 	 	33,735	 	 	 	159,183	 	
Gross profit	 	 	3,690	 	 	 	4,351	 	 	 	3,789	 	 	 	11,830	 	
Selling, general and administrative expenses	 	 	6,063	 	 	 	2,110	 	 	 	2,198	 	 	 	10,371	 	
Segment operating (loss) profit	 	$	(2,373	)	 	$	2,241	 	 	$	1,591	 	 	$	1,459	 	

31

 
  
The reconciliations of Segment Operating Profit to Consolidated Income Before Income Taxes are as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	1,456	 	 	$	(2,373	)	
Nylon	 	 	1,734	 	 	 	2,241	 	
International	 	 	3,683	 	 	 	1,591	 	
Segment operating profit	 	 	6,873	 	 	 	1,459	 	
Provision for bad debts	 	 	110	 	 	 	205	 	
Other operating expense (income), net	 	 	581	 	 	 	(41	)	
Consolidated operating income	 	 	6,182	 	 	 	1,295	 	
Interest income	 	 	(124	)	 	 	(647	)	
Interest expense	 	 	1,444	 	 	 	4,380	 	
Loss on extinguishment of debt	 	 	242	 	 	 	462	 	
Equity in earnings of unconsolidated affiliates	 	 	(671	)	 	 	(3,459	)	
Consolidated income before income taxes	 	$	5,291	 	 	$	559	 	
 
The reconciliations of Segment Depreciation and Amortization Expense to Consolidated Depreciation and Amortization Expense are as follows:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Polyester	 	$	4,681	 	 	$	4,799	 	
Nylon	 	 	758	 	 	 	783	 	
International	 	 	866	 	 	 	973	 	
Segment depreciation and amortization expense	 	 	6,305	 	 	 	6,555	 	
Depreciation and amortization included in other operating expense (income), net	 	 	46	 	 	 	6	 	
Amortization included in interest expense	 	 	166	 	 	 	221	 	
Consolidated depreciation and amortization expense	 	$	6,517	 	 	$	6,782	 	
 
Depreciation and amortization included in other operating expense (income), net includes $18 allocated to net loss attributable to non-controlling interest for the quarter ended September 23, 2012.
 
Results of Operations
Review of First Quarter of Fiscal Year 2013 Compared to First Quarter of Fiscal Year 2012
Consolidated Overview
The components of Net income attributable to Unifi, Inc., each component as a percentage of net sales and the percentage increase or decrease over the prior year period amounts are as follows:
 
 	 	For the Three Months Ended	 	 	 	 	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	 	 	 	 	
 	 	 	 	 	 	% to Net Sales	 	 	 	 	 	 	% to Net Sales	 	 	% Change	 	
Net sales	 	$	172,900	 	 	 	100.0	 	 	$	171,013	 	 	 	100.0	 	 	 	1.1	 	
Cost of sales	 	 	154,880	 	 	 	89.6	 	 	 	159,183	 	 	 	93.1	 	 	 	(2.7	)	
Gross profit	 	 	18,020	 	 	 	10.4	 	 	 	11,830	 	 	 	6.9	 	 	 	52.3	 	
Selling, general and administrative expenses	 	 	11,147	 	 	 	6.4	 	 	 	10,371	 	 	 	6.0	 	 	 	7.5	 	
Provision for bad debts	 	 	110	 	 	 	0.1	 	 	 	205	 	 	 	0.1	 	 	 	(46.3	)	
Other operating expense (income), net	 	 	581	 	 	 	0.3	 	 	 	(41	)	 	 	—	 	 	 	—	 	
Operating income	 	 	6,182	 	 	 	3.6	 	 	 	1,295	 	 	 	0.8	 	 	 	377.4	 	
Interest expense, net	 	 	1,320	 	 	 	0.8	 	 	 	3,733	 	 	 	2.2	 	 	 	(64.6	)	
Earnings from unconsolidated affiliates	 	 	(671	)	 	 	(0.4	)	 	 	(3,459	)	 	 	(2.0	)	 	 	(80.6	)	
Loss on extinguishment of debt	 	 	242	 	 	 	0.1	 	 	 	462	 	 	 	0.3	 	 	 	(47.6	)	
Income before income taxes	 	 	5,291	 	 	 	3.1	 	 	 	559	 	 	 	0.3	 	 	 	846.5	 	
Provision for income taxes	 	 	3,233	 	 	 	1.9	 	 	 	273	 	 	 	0.1	 	 	 	—	 	
Net income including non-controlling interest	 	 	2,058	 	 	 	1.2	 	 	 	286	 	 	 	0.2	 	 	 	619.6	 	
Less: net (loss) attributable to non-controlling interest	 	 	(236	)	 	 	(0.1	)	 	 	—	 	 	 	—	 	 	 	—	 	
Net income attributable to Unifi, Inc.	 	$	2,294	 	 	 	1.3	 	 	$	286	 	 	 	0.2	 	 	 	702.1	 	

 
32 

 
 
Consolidated Net Sales
Net sales for the September 2012 quarter increased by $1,887, or 1.1%, as compared to the prior year September quarter. Overall, sales volume increased by 6.7% primarily due to recovery in the Company's International segment while the sales volumes in the Polyester and Nylon segments were relatively unchanged from the prior year quarter. The increase in sales volume was partially offset by a decrease in the overall weighted average selling price of 5.6% due to a lower priced sales mix in China, as well as the currency translation effect on Brazil's revenues attributable to the weakening of the Brazilian Real against the U.S. dollar. The weighted average selling prices in the Polyester and Nylon segments were comparable against the prior year quarter.
 
Consolidated Gross Profit
Gross profit for the September 2012 quarter increased by $6,190, or 52.3%, as compared to the prior year September quarter. Gross profit improvements were primarily due to increased sales volumes and improved unit conversion margins and were concentrated within the Company's Polyester and International segments. Polyester gross profit increases were caused by margin improvements as polyester raw material prices declined at the beginning of the current quarter and were approximately 13% below the raw material pricing experienced in the prior year quarter which allowed the Company to recover previously lost conversion margin (net sales less raw material costs). In addition, the Company's operation in Brazil experienced higher gross profit as sales and production volumes increased as a result of improved demand for local production. Finally, higher sales volumes contributed to improved gross profit for the Company's Chinese subsidiary.
 
Polyester Segment Gross Profit
The components of segment gross profit, each component as a percentage of net sales and the percentage increase or decrease over the prior year amounts for the Polyester segment are as follows:
 	 	For the Three Months Ended	 	 	 	 	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	 	 	 	 	
 	 	 	 	 	 	% to Net Sales	 	 	 	 	 	 	% to Net Sales	 	 	% Change	 	
Net sales	 	$	93,036	 	 	 	100.0	 	 	$	92,528	 	 	 	100.0	 	 	 	0.5	 	
Cost of sales	 	 	84,829	 	 	 	91.2	 	 	 	88,838	 	 	 	96.0	 	 	 	(4.5	)	
Gross profit	 	$	8,207	 	 	 	8.8	 	 	$	3,690	 	 	 	4.0	 	 	 	122.4	 	
 
Polyester segment net sales were comparable to the prior year quarter as volumes increased 1.3% while the weighted average selling price decreased 0.7%. The increase in gross profit of $4,517 was primarily due to higher unit conversion margins as raw material prices declined at the beginning of the current quarter and were lower than the record-high prices experienced in the September 2011 quarter which allowed for the recovery of previously lost margins. In addition, growth of higher margin PVA products led to improved conversion margins. Unit manufacturing costs were lower as a result of efficiency gains accomplished through process improvements and the absence of unfavorable manufacturing cost variances associated with the timing of various production shutdowns that were recognized in the prior year quarter.
 
The Polyester segment net sales and gross profit as a percentage of total consolidated amounts were 53.8% and 45.5% for the first quarter of fiscal year 2013, compared to 54.1% and 31.2% for the first quarter of fiscal year 2012, respectively.
 
Outlook:
Based on the expectation of rising raw material costs and the current polymer pricing gap between the U.S. and Asia, the Company anticipates lower Polyester sales volume and unit conversion margins for the December 2012 quarter when compared to the September 2012 quarter.
 
Nylon Segment Gross Profit
The components of segment gross profit, each component as a percentage of net sales and the percentage increase or decrease over the prior year amounts for the Nylon segment are as follows:
 	 	For the Three Months Ended	 	 	 	 	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	 	 	 	 	
 	 	 	 	 	 	% to Net Sales	 	 	 	 	 	 	% to Net Sales	 	 	% Change	 	
Net sales	 	$	40,014	 	 	 	100.0	 	 	$	40,961	 	 	 	100.0	 	 	 	(2.3	)	
Cost of sales	 	 	35,944	 	 	 	89.8	 	 	 	36,610	 	 	 	89.4	 	 	 	(1.8	)	
Gross profit	 	$	4,070	 	 	 	10.2	 	 	$	4,351	 	 	 	10.6	 	 	 	(6.5	)	
 
Nylon segment net sales decreased 2.3% compared to the prior year quarter as volumes and weighted average selling price declined 1.7% and 0.6%, respectively, with weakness in the hosiery and knit apparel applications negatively impacting sales volumes. The decline in gross profit of $281 was mainly due to lower sales volume and a lower margin sales mix.
 
The Nylon segment net sales and gross profit as a percentage of total consolidated amounts were 23.2% and 22.6% for the first quarter of fiscal year 2013, compared to 24.0% and 36.8% for the first quarter of fiscal year 2012, respectively.
 
Outlook:
The Company expects volumes and gross profit in the second quarter of fiscal year 2013 to remain at or decline slightly from the levels reported during the first quarter of fiscal year 2013.

33

 
  
International Segment Gross Profit
The components of segment gross profit, each component as a percentage of net sales and the percentage increase or decrease over the prior year amounts for the International segment are as follows:
 	 	For the Three Months Ended	 	 	 	 	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	 	 	 	 	
 	 	 	 	 	 	% to Net Sales	 	 	 	 	 	 	% to Net Sales	 	 	% Change	 	
Net sales	 	$	39,850	 	 	 	100.0	 	 	$	37,524	 	 	 	100.0	 	 	 	6.2	 	
Cost of sales	 	 	34,107	 	 	 	85.6	 	 	 	33,735	 	 	 	89.9	 	 	 	1.1	 	
Gross profit	 	$	5,743	 	 	 	14.4	 	 	$	3,789	 	 	 	10.1	 	 	 	51.6	 	
 
Gross profit for the Company's International segment increased $1,954 as a result of improved volumes in both the Brazilian and Chinese operations. Sales volume in the Brazilian operation increased 12.1% as compared to the prior year period due to improved demand in the Brazilian market. In the prior year quarter, the Brazilian operation was negatively impacted by reduced demand due to increased imports of competing yarn, fabric and garments as imports became more competitive alternatives resulting from the appreciation of the Brazilian Real against the U.S. dollar. The Brazilian currency has weakened over the past twelve months and, at an exchange rate of approximately 2.03 to the U.S. dollar during the September 2012 quarter, has improved the competitiveness of domestic producers. Gross profit for the Brazilian operation increased 50.8% from the prior year quarter as a result of the improved volumes, improved unit conversion margin (on a local currency basis) and lower unit manufacturing costs reflecting higher capacity utilization.
 
Sales volume in the Chinese operation nearly doubled versus the prior year quarter primarily due to a recovery in demand from one large customer and to the commercialization of certain development projects during the September 2012 quarter. The new sales programs were, however, at a lower average price and gross margin.
 
The International segment net sales and gross profit as a percentage of total consolidated amounts were 23.0% and 31.9% for the first quarter of fiscal year 2013, compared to 21.9% and 32.0% for the first quarter of fiscal year 2012, respectively.
 
Outlook:
The Company expects gross profit to decline in the second fiscal quarter as a result of lower sales volumes in Brazil with gradual improvement expected throughout the second half of fiscal year 2013.
 
Consolidated Selling General & Administrative Expenses
SG&A expenses increased in total and as a percentage of net sales for the current fiscal quarter when compared to the prior year quarter. The increased expense was primarily a result of higher fringe benefit costs related to certain variable and non-cash compensation plans, and various on-going branding and marketing initiatives. These increases were partially offset by reductions in certain other employee related costs and administrative expenses.
 
Consolidated Provision for Bad Debts
During the first quarter of fiscal year 2013, there were no significant changes in the Company's allowance for uncollectible accounts, as the aging of customer receivables and provisions for certain risk accounts remained relatively unchanged from June 24, 2012. The provision for bad debt expense was $110 for the September 2012 quarter as compared to $205 for the prior year quarter.
 
Consolidated Other Operating Expense (Income), Net
The components of other operating expense (income), net consist of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Operating expenses for Renewables	 	$	585	 	 	$	—	 	
Net loss on sale or disposal of assets	 	 	22	 	 	 	64	 	
Foreign currency transaction losses (gains)	 	 	16	 	 	 	(21	)	
Other, net	 	 	(42	)	 	 	(84	)	
Total other operating expense (income), net	 	$	581	 	 	$	(41	)	
 
Consolidated Interest Expense, Net
Net interest expense decreased from $3,733 for the prior year quarter to $1,320 for the current year quarter. This favorable decline in interest expense was due to a lower average outstanding debt balance and a lower weighted average interest rate. The decreases were caused by the Company's prepayments throughout the prior fiscal year, the completion of the Company's debt refinancing in May 2012 and additional prepayments of the Company's Term B Loan obligations made subsequent to the refinancing. The weighted average interest rate of the Company's outstanding debt obligations declined from 9.2% for the prior year period to 4.2% for the current year period as a result of the significantly lower borrowing rates realized from the debt refinancing in May 2012.
 
Outlook:
Throughout the remainder of the current fiscal year, the Company believes that there will be sufficient operating cash flows to allow for the further reduction of its outstanding debt obligations and, as a result, will allow the Company to realize cash interest expense savings for these future periods when compared to current levels.

34

 
  
Consolidated Earnings from Unconsolidated Affiliates
For the September 2012 quarter, the Company generated $2,058 of income before income taxes, of which $671 was generated from its investments in unconsolidated affiliates. For the three months ended September 23, 2012, earnings from the Company's unconsolidated equity affiliates were $671 compared to $3,459 for the three months ended September 25, 2011. During these periods, the Company's 34% share of PAL's earnings decreased from $3,827 to $42 primarily due to softness in the cotton apparel market and as several large customers continued to destock their inventory which resulted in lower sales volume and margin pressures. Cotton apparel imported into the U.S. from the North and Central American regions declined 12% from the prior year period and impacted negatively PAL's sales volumes. In addition, PAL's earnings also declined from the prior year quarter as a result of the timing of revenue recognition related to the EAP cotton rebate program. PAL ended the current quarter with a deferral of $2,773 of the rebate benefits received (the Company's 34% share is $943) and will recognize these benefits in its earnings in future periods as the qualifying capital expenditures are made. The remaining change in earnings of unconsolidated affiliates relates primarily to the improved operating results of UNF and UNF America which was primarily driven by higher utilization rates.
 
Consolidated Income Taxes
The Company's income tax provision for the quarter ended September 23, 2012 resulted in tax expense of $3,233, with an effective tax rate of 61.1%. The effective income tax rate for the period is higher than the U.S. statutory rate due to foreign dividends taxed in the U.S., the timing of the Company's recognition of higher taxable versus book income for an unconsolidated affiliate for which the Company maintains a full valuation allowance and losses in tax jurisdictions for which no tax benefit could be recognized.
 
The Company's income tax provision for the quarter ended September 25, 2011 resulted in tax expense of $273, with an effective rate of 48.8%. The income tax rate for the period is higher than the U.S. statutory rate primarily due to losses in tax jurisdictions for which no tax benefit could be recognized and foreign dividends taxed in the U.S.
 
Outlook:
Based on current forecasts and assumptions, the Company expects to fully utilize its federal net operating loss carryforwards by the end of fiscal year 2013. For future periods, the Company expects that its provision for income taxes will more closely approximate the federal statutory rate and its cash payments for taxes will increase versus the amounts paid in previous periods.
 
Consolidated Net Income
Net income attributable to Unifi, Inc. for the first quarter of fiscal year 2013 was $2,294, or $0.11 per basic share, compared to net income attributable to Unifi, Inc. of $286, or $0.01 per basic share, for the prior year period. The Company's increased profitability was primarily due to higher gross profits and lower net interest expense partially offset by higher SG&A expenses, lower earnings from unconsolidated affiliates and an increase in the provision for income taxes.
 
Consolidated Adjusted EBITDA
Adjusted EBITDA for the three months ended September 23, 2012 increased $5,683 to $13,825 versus $8,142 for the prior year period. As discussed above, the $6,190 increase in gross profit is the primary reason for the year over year improvement.
 
Liquidity and Capital Resources
The Company's primary capital requirements are for debt service, working capital and capital expenditures. The Company's primary sources of capital are cash generated from operations and borrowings available under its ABL Revolver. For the three months ended September 23, 2012, cash generated from operations was $4,381 and as of September 23, 2012, excess availability under the ABL Revolver was $30,226.
 
As of September 23, 2012, all of the Company's long-term debt obligations, with the exception of a related party term loan, were guaranteed by domestic subsidiaries while a substantial portion of the Company's cash and cash equivalents were held by foreign subsidiaries. For the Company's U.S., Brazil and other foreign subsidiaries, the following table presents a summary of cash, liquidity, working capital and debt obligations as of September 23, 2012:
 	 	U.S.	 	 	Brazil	 	 	All Others	 	 	Total	 	
Cash and cash equivalents	 	$	2,237	 	 	$	2,072	 	 	$	8,283	 	 	$	12,592	 	
Borrowings available under ABL Revolver	 	 	30,226	 	 	 	—	 	 	 	—	 	 	 	30,226	 	
Liquidity	 	$	32,463	 	 	$	2,072	 	 	$	8,283	 	 	$	42,818	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Working capital	 	$	99,387	 	 	$	53,000	 	 	$	22,463	 	 	$	174,850	 	
Long-term debt, including current portion	 	$	118,700	 	 	 	—	 	 	$	1,250	 	 	$	119,950	 	
 
As of September 23, 2012, all the cash and cash equivalents on-hand at the Company's foreign operations were deemed to be permanently reinvested.  The Company has plans to repatriate approximately $20,000 of future cash flows generated from its operations in Brazil and has a deferred tax liability of approximately $7,000 to reflect the additional income tax that would be due as a result of these current plans.  As of September 23, 2012, the $79,027 of undistributed earnings of the Company's foreign subsidiaries was deemed to be permanently reinvested and any applicable U.S. federal income taxes and foreign withholding taxes have not been provided on these earnings.

35

 
  
Debt Obligations
Long-term debt consists of the following:
 	 	September 23, 2012	 	 	June 24, 2012	 	
ABL Revolver	 	$	54,500	 	 	$	51,000	 	
ABL Term Loan	 	 	48,200	 	 	 	50,000	 	
Term B Loan	 	 	16,000	 	 	 	20,515	 	
Related party term loan	 	 	1,250	 	 	 	—	 	
Capital lease obligation	 	 	—	 	 	 	37	 	
Total debt	 	 	119,950	 	 	 	121,552	 	
Current portion of long-term debt	 	 	(7,200	)	 	 	(7,237	)	
Total long-term debt	 	$	112,750	 	 	$	114,315	 	
 
Debt Refinancing
On May 24, 2012, the Company entered into the ABL Facility with Wells Fargo Bank, N.A. (“Wells Fargo”) and Bank of America, N.A. The ABL Facility consists of the $100,000 ABL Revolver and a $50,000 ABL Term Loan. In addition, the Company entered into a $30,000 Term B Loan. The purpose of the new ABL Facility and the Term B Loan was to refinance the Company's then existing indebtedness. The ABL Facility and the Term B Loan each have a maturity date of May 24, 2017. The Company has the ability to request that the borrowing capacity of the ABL Revolver be increased to as much as $150,000.
 
The ABL Facility is secured by substantially all assets of the Company. The ABL Facility is further secured by a second-priority lien on the Company's membership interest in Parkdale America, LLC (“PAL”). The ABL Facility includes representations and warranties, affirmative and negative covenants, and events of default that are usual and customary for financings of this type.  Should excess availability under the ABL Revolver fall below the greater of $10,000 or 15% of maximum availability, a financial covenant requires the Company to maintain a fixed charge coverage ratio on a monthly basis of at least 1.05 to 1.0.  In addition, the ABL Facility contains provisions restricting certain payments and investments, including a restriction on the payment of dividends and share repurchases. As of September 23, 2012, the Company was in compliance with all financial covenants and had a fixed charge coverage ratio of 1.40.
 
The Company's ability to borrow under the ABL Revolver is limited to a borrowing base equal to specified percentages of eligible accounts receivable and inventory and is subject to certain conditions and limitations. ABL Revolver borrowings bear interest at the London Interbank Offer Rate (the “LIBOR Rate”) plus an applicable margin with interest currently being paid on a monthly basis.
 
Under the terms of the ABL Facility, the Company is required to hedge at least $50,000 of variable interest rate exposure so long as the outstanding principal of all indebtedness having variable interest rates exceeds $75,000.  The weighted average interest rate for the ABL Revolver as of September 23, 2012, including the effects of all interest rate swaps, was 3.2%.
 
The ABL Term Loan bears interest at LIBOR plus an applicable margin with interest currently being paid on a monthly basis. The weighted average interest rate for the ABL Term Loan as of September 23, 2012, including the effects of all interest rate swaps, was 3.3%. The ABL Term Loan will be repaid in quarterly scheduled principal installments of $1,800 which commenced on September 1, 2012 and a balloon payment of $14,000 in May 2017. Subject to certain conditions, the ABL Term Loan may be prepaid at par, in whole or in part, at any time before the maturity date.
 
The Term B Loan is secured by a first-priority lien on the Company's membership interest in PAL and a second-priority lien on substantially all assets of the Company. The Term B Loan also contains representations and warranties, affirmative and negative covenants and events of default comparable to those included in the ABL Facility.  The Term B Loan bears interest at LIBOR plus 7.50% (with a LIBOR floor of 1.25%) with interest payable monthly. The Term B Loan does not amortize and prepayments are only required in certain circumstances. Subject to certain conditions, the Company may prepay the Term B Loan at any time, in whole or in part, with a call premium of 3% during the first year, 2% during the second year, 1% during the third year and at par thereafter.
 
In fiscal year 2012, the Company made $9,485 of optional and mandatory prepayments of the Term B Loan. On July 2, 2012, the Company made an additional $4,515 optional prepayment of the Term B Loan.
 
Related Party Term Loan
On August 30, 2012, a foreign subsidiary of the Company entered into an unsecured loan agreement with its unconsolidated affiliate U.N.F. Industries Ltd. (“UNF”) and borrowed $1,250. The loan bears interest at 3% with interest payable semi-annually. The loan does not amortize and has a maturity date of August 30, 2014 at which time the entire principal balance is due. The Company expects to repay the loan from a planned distribution from UNF once the distribution is approved by the Israeli government.

36

 
  
The following table presents the scheduled maturities of the Company's outstanding debt obligations for the remainder of fiscal year 2013 and each fiscal year thereafter:
 	 	Expected Maturity Date on a Fiscal Year Basis	 	
 	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2017	 	
ABL Revolver	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	54,500	 	
ABL Term Loan	 	$	5,400	 	 	$	7,200	 	 	$	7,200	 	 	$	7,200	 	 	$	21,200	 	
Term B Loan	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	16,000	 	
Related Party Term Loan	 	$	—	 	 	$	—	 	 	$	1,250	 	 	$	—	 	 	$	—	 	
 
The table above does not take into consideration any optional prepayments or mandatory prepayments with respect to distributions from the Company's equity affiliates.
 
Subsequent Events
On October 9, 2012, the Company provided notice that it would make a $2,200 optional prepayment of the Term B Loan. This prepayment was subsequently completed on October 17, 2012, and the Company recorded a $112 charge for the early extinguishment of debt in the December 2012 quarter related to the 3% call premium and the associated non-cash charge for the write-off of deferred financing costs.
 
Further discussion of the terms and conditions of the Company's existing indebtedness is outlined in “Footnote 12. Long-Term Debt” to the Condensed Consolidated Financial Statements included in this Form 10-Q.
 
Working Capital
The following table presents a summary of the components of the Company's Adjusted Working Capital and the reconciliation from Adjusted Working Capital to Working Capital:
 	 	September 23, 2012	 	 	June 24, 2012	 	
Receivables, net	 	$	95,549	 	 	$	99,236	 	
Inventories	 	 	116,710	 	 	 	112,750	 	
Accounts payable	 	 	(44,569	)	 	 	(48,541	)	
Accrued expenses (1)	 	 	(10,785	)	 	 	(14,004	)	
Adjusted Working Capital	 	 	156,905	 	 	 	149,441	 	
 	 	 	 	 	 	 	 	 	
Cash	 	 	12,592	 	 	 	10,886	 	
Other current assets	 	 	13,326	 	 	 	15,125	 	
Accrued interest	 	 	(309	)	 	 	(398	)	
Other current liabilities	 	 	(7,664	)	 	 	(8,569	)	
Working Capital	 	$	174,850	 	 	$	166,485	 	
(1)	Excludes accrued interest	
 
Working capital increased from $166,485 as of June 24, 2012 to $174,850 as of September 23, 2012 primarily due to higher amounts for Adjusted Working Capital. The $7,464 increase in the Company's Adjusted Working Capital was attributable to the unfavorable changes in inventories, accounts payable and accrued expenses partially offset by a favorable change in accounts receivable. The $3,960 increase in inventories was predominantly driven by higher on-hand raw material and finished goods units for the Company's Polyester and Nylon segments. The $3,972 decline in accounts payable occurred primarily during the latter half of the period and within the Company's Polyester segment as raw material purchases were reduced to match a decline in sales volumes. The $3,219 decrease in accrued expenses is primarily the result of quarter-end timing with respect to various domestic payroll accruals as well as the payment during the quarter for the Company's fiscal year 2012 annual variable compensation plan. The $3,687 favorable change in receivables consists primarily of decreases for the Company's domestic receivables as a result of the lower sales volume rate at the end of the period when compared to the beginning of the period.
Outlook:
While there remains uncertainty concerning changes in raw material costs, fluctuations in the exchange rates for foreign currencies, and the levels of sales and production volumes leading up to the holiday season, the Company believes that during the upcoming quarter there will be a favorable reduction in its Adjusted Working Capital.

37

 
  
Capital Expenditures
In addition to its normal working capital requirements, the Company requires cash to fund capital expenditures. During the first quarter of fiscal year 2013, the Company spent $1,091 on capital expenditures compared to $1,122 in the same prior year quarter. The Company estimates its capital expenditures for fiscal year 2013 will be approximately $8,000 to $10,000, which is inclusive of approximately $6,000 of annual maintenance capital expenditures, with the remainder representing capital expenditures focused primarily on improving the Company's flexibility and capabilities to produce PVA products. The Company may incur additional capital expenditures as it pursues new opportunities to expand its production capabilities or to further streamline its manufacturing processes.
 
Repayments of Debt Obligations
Other than the scheduled maturities and mandatory prepayments of debt required under its existing debt obligations, the Company may, from time to time, elect to repay additional amounts borrowed under the ABL Facility or Term B Loan. Such repayment of debt may come from the operating cash flows of the business or other sources and will depend upon the Company's strategy, prevailing market conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. The Company's goal is to achieve a targeted balance of approximately $75,000 outstanding under its ABL Facility and hedge a substantial amount of the interest rate risk in order to ensure the predictability of cash payments for interest. As a result of the Company's ongoing execution of its deleveraging strategy, the Company expects to continue to reduce the annual fixed carrying cost of its debt.
 
Liquidity Summary
Historically, the Company has met its working capital, capital expenditures and debt service requirements from its cash flows from operations. The Company currently believes that its existing cash balances, cash generated by operations, together with borrowings available under the ABL Revolver, will enable the Company to comply with the terms of its indebtedness and meet the foreseeable liquidity requirements. Domestically, the Company's cash balances, cash generated by operations and borrowings available under the ABL Revolver continue to be sufficient to fund its domestic operating activities and cash commitments for its investing and financing activities. For its foreign operations, the Company expects its existing cash balances and cash generated by operations will provide the needed liquidity to fund its foreign operating activities and any foreign investing activities, such as future capital expenditures.

38

 
  
Cash Provided by Operating Activities
Net cash provided by operating activities consists of the following:
 	 	For the Three Months Ended	 	
 	 	September 23, 2012	 	 	September 25, 2011	 	
Cash receipts:	 	 	 	 	 	 	 	 	
Receipts from customers	 	$	176,387	 	 	$	171,615	 	
Dividends from unconsolidated affiliates	 	 	2,224	 	 	 	2,005	 	
Other receipts	 	 	164	 	 	 	736	 	
 	 	 	 	 	 	 	 	 	
Cash payments:	 	 	 	 	 	 	 	 	
Payments to suppliers and other operating costs	 	 	140,670	 	 	 	136,031	 	
Payments for salaries, wages, and benefits	 	 	29,374	 	 	 	34,748	 	
Payments for interest	 	 	1,362	 	 	 	778	 	
Payments for taxes	 	 	2,441	 	 	 	793	 	
Other payments	 	 	547	 	 	 	185	 	
 	 	$	4,381	 	 	$	1,821	 	
 
The $4,772 increase in receipts from customers for the current year quarter when compared to the prior year quarter is driven by a lower average days outstanding predominantly due to shifts in customer mix, increased sales in regions such as China which traditionally have lower average days outstanding, as well as the timing impacts of when sales volume rates increase or decline within the current or preceding quarterly periods. Other receipts include interest income and other miscellaneous items. The $4,639 higher payments to suppliers and other operating costs for the current year quarter when compared to the prior year quarter are impacted by timing as the average days payable within each region has remained relatively constant over the comparable periods. The $5,374 decline in payments for salaries, wages and benefits is primarily due to lower variable compensation payments as well as the effects of a weaker Brazilian Real versus the U.S. dollar for the current year quarter when compared to the prior year quarter. Interest payments increased $584 primarily as a result of timing as the Company's newly refinanced debt requires monthly interest payments, while the majority of the Company's outstanding debt obligations in the prior year period required semi-annual interest payments. Taxes paid by the Company increased $1,648 primarily due to the timing of tax payments made by the Company's Brazilian operation. Other payments include operating expenses for Renewables and other miscellaneous items.
 
Cash Used in Investing Activities and Financing Activities
The Company utilized $1,096 for net investing activities and utilized $1,555 for net financing activities during the September 2012 quarter. The Company spent $1,091 on capital expenditures and reduced its overall long-term debt by $1,565. Long-term debt was impacted by $4,515 in optional prepayments on the Term B Loan, $1,800 in scheduled principal payments on the ABL Term Loan partially offset by $3,500 in net proceeds from the ABL Revolver and $1,250 in proceeds from the related party term loan.

39

 

The Company utilized $1,309 for net investing activities and utilized $4,939 for net financing activities during the September 2011 quarter. The primary cash expenditures for investing and financing activities during the September 2011 quarter included $10,288 to redeem a portion of its 2014 notes with a face value of $10,000, $1,122 in capital expenditures and $360 for investment in an unconsolidated affiliate, offset by $173 in proceeds from the sale of assets and $5,300 in net borrowings from its then existing revolving credit facility.
 
Contractual Obligations
The Company has assumed various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements, such as debt and lease agreements. As of September 23, 2012, except for scheduled maturities and any mandatory or optional prepayments of debt required under the existing debt obligations, there have been no material changes in the scheduled maturities of the Company's contractual obligations as disclosed in the table under the heading “Contractual Obligations” in the Company's Annual Report on Form 10-K for the fiscal year ended June 24, 2012.
 
Contingencies
Environmental
On September 30, 2004, the Company completed its acquisition of the polyester filament manufacturing assets located in Kinston, North Carolina from INVISTA. The land for the Kinston site was leased pursuant to a 99 year ground lease (“Ground Lease”) with E.I. DuPont de Nemours (“DuPont”). Since 1993, DuPont has been investigating and cleaning up the Kinston site under the supervision of the U.S. Environmental Protection Agency and the North Carolina Department of Environment and Natural Resources (“DENR”) pursuant to the Resource Conservation and Recovery Act Corrective Action program. The Corrective Action program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of containment at the identified AOCs and clean it up to comply with applicable regulatory standards. Effective March 20, 2008, the Company entered into a Lease Termination Agreement associated with conveyance of certain assets at Kinston to DuPont. This agreement terminated the Ground Lease and relieved the Company of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to the Company's period of operation of the Kinston site. However, the Company continues to own a satellite service facility acquired in the INVISTA transaction that has contamination from DuPont's operations and is monitored by DENR. This site has been remediated by DuPont and DuPont has received authority from DENR to discontinue remediation, other than natural attenuation. DuPont's duty to monitor and report to DENR will be transferred to the Company in the future, at which time DuPont must pay the Company for seven years of monitoring and reporting costs and the Company will assume responsibility for any future remediation and monitoring of the site. At this time, the Company has no basis to determine if and when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same.
 
Off Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company's financial condition, results of operations, liquidity or capital expenditures.
 
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Securities and Exchange Commission has defined a company's most critical accounting policies as those involving accounting estimates that require management to make assumptions about matters that are highly uncertain at the time and where different reasonable estimates or changes in the accounting estimate from quarter to quarter could materially impact the presentation of the financial statements. The Company's critical accounting policies are discussed in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K. There have been no material changes to these policies during the current period.
 
Recent Accounting Pronouncements
There have been no newly issued or newly applicable accounting pronouncements that have, or are expected to have, a significant impact on the Company's financial statements.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risks associated with changes in interest rates, fluctuation in currency exchange rates and raw material and commodity risks which may adversely affect its financial position, results of operations and cash flows. The Company does not enter into derivative financial instruments for trading purposes nor is it a party to any leveraged financial instruments.

40

 
  
Interest Rate Risk:  The Company is exposed to interest rate risk through its borrowing activities.  The Company has borrowings under its ABL Revolver, ABL Term Loan and Term B Loan, which all have variable rates of interest.  The Company hedges a significant portion of its interest rate variability on its ABL Revolver and ABL Term Loan using interest rate swaps.  As of September 23, 2012, $85,000 of the Company's $119,950 of debt obligations are hedged through interest rate swaps and the $16,000 outstanding under the Term B Loan is subject to a LIBOR floor of 1.25%.  After giving effect to these arrangements, the Company's sensitivity analysis shows that a 50-basis point increase in the LIBOR rate as of September 23, 2012 would result in an increase of $89 in annual cash interest expense.
 
Currency Exchange Rate Risk: The Company conducts its business in various foreign countries and in various foreign currencies. Each of the Company's operations may enter into transactions (sales, purchases, or fixed purchase commitments, etc.) that are denominated in currencies other than the operation's functional currency and subject the Company to foreign currency exchange risk. The Company may enter into forward currency contracts to hedge this exposure. For sales transactions such as these, the Company typically hedges 50% to 75% of the sales value of these orders by using forward currency contracts. The maturity dates of the forward contracts are intended to match the anticipated collection dates of the receivables and, as of September 23, 2012, the latest maturity date is during December 2012. The Company may also enter into forward currency contracts to hedge its exposure for certain equipment or inventory purchase commitments. As of September 23, 2012, the Company does not have a significant amount of exposure related to forward currency contracts.
 
As of September 23, 2012, the Company's subsidiaries outside the U.S., whose functional currency is other than the U.S. dollar, held approximately 19.8% of consolidated total assets. The Company does not enter into foreign currency derivatives to hedge its net investment in its foreign operations. As of September 23, 2012, $9,297 of the Company's cash and cash equivalents were held outside the U.S., of which approximately $2,667 were held in U.S. dollar equivalents.
 
More information regarding the Company's derivative financial instruments as of September 23, 2012 is provided in “Footnote 20. Derivative Financial Instruments” to the Condensed Consolidated Financial Statements included in this Form 10-Q.
 
Raw Material and Commodity Risks:  A significant portion of the Company's raw materials and energy costs are derived from petroleum-based chemicals.  The prices for petroleum and petroleum-related products and energy costs are volatile and dependent on global supply and demand dynamics, including certain geo-political risks.  The Company does not use financial instruments to hedge its exposure to changes in these costs.  The costs of the primary raw materials that the Company uses throughout all of its operations are generally traded on U.S. dollar pricing and are purchased at market or at fixed prices that are established with individual vendors as part of the purchase process for quantities expected to be consumed in the ordinary course of business.
 
Other Risks: The Company is also exposed to political risk, including changing laws and regulations governing international trade such as quotas, tariffs and tax laws. The degree of impact and the frequency of these events cannot be predicted.
 
Market Capitalization versus Book Value: As of the end of the first quarter of fiscal year 2013, the Company's book value was $14.62 per share. During the September 2012 quarter, the Company's shares of common stock traded on the New York Stock Exchange at a high of $12.36 and at a low of $10.44 per share. Due to the disparity between the share values, the Company periodically considers the recoverability of its assets and does not believe any of its assets to be impaired at this time.
 
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 23, 2012, an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act of 1934, as amended, the “Exchange Act”) was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on that evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting
There has been no change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

41

 
  
Part II. Other Information
 
Item 1.      Legal Proceedings
 
There are no pending legal proceedings, other than ordinary routine litigation incidental to the Company's business, to which the Company is a party or of which any of its property is the subject.
 
Item 1A.  Risk Factors
 
There are no material changes to the Company's risk factors set forth under “Item 1A. Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended June 24, 2012.
 
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds
 
Items 2(a) and (b) are not applicable.
 
(c) The following table summarizes the Company's repurchases of its common stock during the quarter ended September 23, 2012.
 
Period	 	Total Number of Shares Purchased	 	 	Average Price Paid per Share	 	 	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	 	 	Maximum Number of Shares that may Yet Be Purchased Under the Plans or Programs	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
06/25/12 – 07/24/12	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,269,080	 	
07/25/12 – 08/24/12	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,269,080	 	
08/25/12 – 09/23/12	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,269,080	 	
Total	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	
 
Item 3. Defaults Upon Senior Securities
 
Not applicable.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
Not applicable. 

42

 
  
Item 6.       Exhibits
 
Exhibit Number	Description	
3.1(i)(a)	Restated Certificate of Incorporation of Unifi, Inc., as amended (incorporated by reference to Exhibit 3a to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 2004 (Reg. No. 001-10542) filed on September 17, 2004).	
3.1(i)(b)	Certificate of Change to the Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Reg. No. 001-10542) dated July 25, 2006).	
3.1(i)(c)	Certificate of Amendment to Restated Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Reg No. 001-10542) dated November 3, 2010).	
3.1 (ii)	Restated By-laws of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Reg. No. 001-10542) dated December 20, 2007).	
10.1	First Amendment to Yarn Purchase Agreement between Unifi Manufacturing, Inc. and Hanesbrands, Inc. dated July 17, 2012 (portions of the exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request).	
31.1	Chief Executive Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
31.2	Chief Financial Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
32.1	Chief Executive Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
32.2	Chief Financial Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
101	The following materials from Unifi, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended September 23, 2012, formatted in eXtensbile Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Changes in Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.	

 
43

 
 
SIGNATURES 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 	UNIFI, INC.
(Registrant)  	 	
 	 	 	 	
Date: November 2, 2012 	 	By:	/s/ RONALD L. SMITH	 	
 	 	Ronald L. Smith	 	
 	 	Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)	 	

 
Date: November 2, 2012 	 	By:	/s/ JAMES M. OTTERBERG	 	
 	 	James M. Otterberg	 	
 	 	Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)	 	

 
 
44

 

EXHIBIT INDEX

Exhibit Number	Description	
3.1(i)(a)	Restated Certificate of Incorporation of Unifi, Inc., as amended (incorporated by reference to Exhibit 3a to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 2004 (Reg. No. 001-10542) filed on September 17, 2004).	
3.1(i)(b)	Certificate of Change to the Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Reg. No. 001-10542) dated July 25, 2006).	
3.1 (i)(c)	Certificate of Amendment to Restated Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Reg No. 001-10542) dated November 3, 2010).	
3.1 (ii)	Restated By-laws of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Reg. No. 001-10542) dated December 20, 2007).	
10.1	First Amendment to Yarn Purchase Agreement between Unifi Manufacturing, Inc. and Hanesbrands, Inc. dated July 17, 2012 (portions of the exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request).	
31.1	Chief Executive Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
31.2	Chief Financial Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
32.1	Chief Executive Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
32.2	Chief Financial Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
101	The following materials from Unifi, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended September 23, 2012, formatted in eXtensbile Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Changes in Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.	

 
 45

Exhibit 10.1
 
FIRST AMENDMENT TO YARN PURCHASE AGREEMENT
 
THIS FIRST AMENDMENT TO YARN PURCHASE AGREEMENT (this “First Amendment”) is made and entered into as of the 17th day of July, 2012 by and between  Hanesbrands Inc. , a Maryland corporation, with a principal place of business located at 1000 East Hanes Mill Road, Winston Salem, NC 27105 (“ Buyer ” or “ HBI ”), and  Unifi Manufacturing, Inc. , a North Carolina corporation, with a principal place of business located at 7201 West Friendly Avenue, Greensboro, NC 27410 (“ Supplier ” or “ UMI ”).

RECITALS

A.     Buyer and Supplier previously entered into a Yarn Purchase Agreement dated November 6, 2009 (the “ Agreement ”).

B.     Buyer and Supplier desire to amend the terms of the Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.   Amendments.
 
1.1   The Agreement is hereby amended by deleting the first sentence of Section 2.2 thereof and replacing it with the following:
 
“Buyer shall purchase from Supplier [Confidential]* requirements of the Yarns supplied by Supplier to Buyer as of the date of the execution of this Agreement; for the avoidance of doubt, Yarns purchased by Buyer for use in fabric/ garment programs for which [Confidential]* shall be excluded from the foregoing requirement.”
 
1.2     The Agreement is hereby amended by deleting Section 8.1 thereof in its entirety and replacing it with the following Section 8.1:
 
“8.1 Term.   The term of this Agreement shall commence on the Effective Date hereof and shall expire on December 31, 2013 (the “Initial Term”), unless terminated as provided herein. Within ninety (90) days prior to the expiration of the Initial Term (or the first extended term, as applicable), Supplier and Buyer may agree to extend the Term for two (2) additional one year periods.”
 
1.3 Effective January 1st, 2012 Appendices A-1, A-2 and A-3 to the Agreement are hereby replaced in their entirety by the Appendices A-1, A-2 and A-3 attached to this First Amendment. All references in the Agreement to Appendix A-1, A-2 and A-3 shall refer to the Appendices A-1, A-2 and A-3 attached hereto.  

*Confidential treatment has been requested for the redacted portions of this agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential, redacted portions have been provided separately to the United States Securities and Exchange Commission.

 

 

 
2.   Certain Terms. All capitalized terms not defined herein shall have the same meaning as set forth in the Agreement. Any conflict between terms of this First Amendment and the Agreement will be resolved in favor of this First Amendment.
 
3.     No Other Amendments. Except as amended hereby, all the terms and provisions of the Agreement shall remain in full force and effect. Any references in the Agreement to the Agreement shall hereinafter be deemed to refer to the Agreement as amended by this First Amendment.
 
4.   Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall constitute an original, and all such counterparts shall together constitute one instrument.

 
 
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this First Amendment, in the manner appropriate to each, as of the day and year first above written.

HANESBRANDS INC.

s/ MIKE FAIRCLOTH
Name: Mike Faircloth
Title: Chief Supply Chain Officer	UNIFI MANUFACTURING, INC.

/s/ ROGER BERRIER
Name: Roger Berrier
Title: President	

 

 
2

   
 * Confidential treatment has been requested for the redacted portions of this agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential, redacted portions have been provided separately to the United States Securities and Exchange Commission.  
 
Appendix A - 1 Items for Hanesbrands

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Effective 1/01/2012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Clarksville	Camuy	Bonaventure	 	
Hosiery SAP #	Intimates SAP #	Orig A Item	Description	Inactive Unifi Items	Curent Unifi Base Item #	Core Denier	Text Den	Text Fil	TPI	Core Supplier	Cover Supplier	Core Price	Cover Price	Core %	% Cover	Raw Price	Conversion Price	New Conversion Price	Product Price	New Product Price	Freight	Total Price	Freight	Warehouse	Total Price	Freight	Total Price	Notes	
2000008	YN002IXNC0000000	Orig A	N 20/7 TX S	N30S4600, N30S4630	N30S4640	 	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000009	YN002JXNC0000000	Orig A	N 20/7 TX Z	N30S4601, N30S4631	N30S4641	 	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000013	YN004IXNC0000000	Orig A	N 40/13 TX S	N30S807, N30S8270	N30S6640	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000013	YN004IXNC0000000	Orig A	N 40/13 TX S	N30S6680, N30S6710	N30S6720	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000014	YN004JXNC0000000	Orig A	N 40/13 TX Z	N30S807, N30S8271	N30S6641	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000014	YN004JXNC0000000	Orig A	N 40/13 TX Z	N30S6681, N30S6711	N30S6721	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000019	N/A	Orig A	N 70/34 TX S	N30S8640, N30S8540	N30S8700	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000020	N/A	Orig A	N 70/34 TX Z	N30S8641, N30S8541	N30S8701	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000023	N/A	Orig A	N 15/7 TX S	 	N30S4510	 	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000024	N/A	Orig A	N 15/7 TX Z	 	N30S4511	 	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000033	YN004CXNC0000000	Orig A	N 40/34 TX S	N30S8520, N30S8570	N30S8750	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000033	YN004CXNC0000000	Orig A	N 40/34 TX S	N10S4220	N30S8570	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000033	YN004CXNC0000000	Orig A	N 40/34 TX S	N30S8440	N30S8470	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000034	YN004DXNC0000000	Orig A	N 40/34 TX Z	N30S8521, N30S8571	N30S8751	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000034	YN004DXNC0000000	Orig A	N 40/34 TX Z	N10S4221	N30S8571	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000034	YN004DXNC0000000	Orig A	N 40/34 TX Z	N30S8441	N30S8471	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000041	N/A	Orig A	N 2/40/46	 	TBD	 	40	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000077	 	Orig A	20 SC 1/20/7 (S)	C3MS132M, C3MS143M	C3MS205M	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000078	 	Orig A	20 SC 1/20/7 (Z)	C3MS132M, C3MS143M	C3MS205M	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	Orig A	20 SC 1/20/7 (S)	 	TBD	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	Orig A	20 SC 1/20/7 (Z)	 	TBD	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000087	N/A	Orig A	70|1|40|13| | | | | |38.44|61.56| |Z|	C3MS207M	C3MS224M	70	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000088	N/A	Orig A	70|1|40|13| | | | | |38.44|61.56| |Z|	C3MS207M	C3MS224M	70	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000093	N/A	Orig A	70|1|70|34| | | | | |19.89|80.11| |S|	 	TBD	70	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000093	N/A	Orig A	70|1|70|34| | | | | |19.89|80.11| |S|	C3MS181M	C3MS220M	70	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000094	N/A	Orig A	70|1|70|34| | | | | |19.89|80.11| |S|	 	 	70	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000094	N/A	Orig A	70|1|70|34| | | | | |19.89|80.11| |S|	C3MS181M	C3MS220M	70	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000097	N/A	Orig A	SC SP 20-N 15/7 R	C3M1810M	TBD	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000098	N/A	Orig A	SC SP 20-N 15/7 R	C3M1810M	TBD	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	Orig A	20 SC 70/34 TX	 	TBD	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	Orig A	20 SC 70/34 TX	 	TBD	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000109	 	Orig A	20 SC 70/34 TX	C3MS147M	C3MS164M	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000110	 	Orig A	20 SC 70/34 TX	C3MS147M	C3MS164M	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000114	YN002LXNC000000	Orig A	20|1|40|34| | | | | |12.59|87.41| |S	C3MS188M	, C3MS203M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000114	YN002LXNC000000	Orig A	20|1|40|34| | | | | |12.59|87.41| |S	C3MS188M, C3MS203M	C3MS227M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000115	YN002MXNC000000	Orig A	20|1|40|34| | | | | |12.59|87.41| |Z|	C3MS188M	C3MS203M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000115	YN002MXNC000000	Orig A	20|1|40|34| | | | | |12.59|87.41| |Z|	C3MS188M, C3MS203M	C3MS227M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000114	YN002MXNC000000	Orig A	20|1|40|34	 	C3M2258M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000115	YN002MXNC000000	Orig A	20|1|40|34	 	C3M2258M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000114	YN002LXNC000000	Orig A	20|1|40|34| | | | | |12.59|87.41| |S	C3MS183M	C3MS192M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000115	YN002MXNC000000	Orig A	20|1|40|34| | | | | |12.59|87.41| |Z|	C3MS183M	C3MS192M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000116	N/A	Orig A	SC 20 1/70/34 AC	 	TBD	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000116	N/A	Orig A	SC 20 1/70/34 AC	C3MS303J, C3MS310J	C3MS318J	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000117	N/A	Orig A	SC 20 1/70/34 AC	 	TBD	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000117	N/A	Orig A	SC 20 1/70/34 AC	C3MS303J, C3MS310J	C3MS318J	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000151	N/A	Orig A	70|1|20|7| | | | | |46.32|53.68| |Z|	C3MS199M	C3MS217M	70	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000152	N/A	Orig A	70|1|20|7| | | | | |46.32|53.68| |Z|	C3MS199M	C3MS217M	70	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000171	N/A	Orig A	SC SP 15-N 14/10 TX	C3MS029M	C3MS117M	15	14	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000172	N/A	Orig A	SC SP 15-N 14/10 TX	C3MS029M	C3MS117M	15	14	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000178	YN005UXNC0000000	Orig A	70|1|20|7| | | | | |46.32|53.68| |Z|	C3MS208M	C3MS219M	70	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000179	YN005VXNC0000000	Orig A	70|1|20|7| | | | | |46.32|53.68| |Z|	C3MS208M	C3MS219M	70	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000196	YN004AXNC0000000	Orig A	SC SP 140-N 40/34 T	C3MS201M	C3MS230M	140	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000197	YN004BXNC0000000	Orig A	SC SP 140-N 40/34 T	C3MS201M	C3MS230M	140	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000204	N/A	Orig A	SC SP 20-N 10/7 R	C3MS134R	C3MS134M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000205	N/A	Orig A	SC SP 20-N 10/7 R	C3MS134R	C3MS134M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000204	N/A	Orig A	SC SP 20-N 10/7 R	 	C3YS167M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000205	N/A	Orig A	SC SP 20-N 10/7 R	 	C3YS167M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000207	YN007VXNC0000000	Orig A	AC SP 20-N 15/7 TX	C3MS319J	C3MS308J	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000208	YN007WXNC0000000	Orig A	AC SP 20-N 15/7 TX	C3MS319J	C3MS308J	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000258	N/A	Orig A	N 70/34 TX AE 2	N30S8422	N30S8632	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000258	N/A	Orig A	N 70/34 TX AE 2	N30S8302	N30S8732	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2100000	YN001S	Orig A	SC SP 40-N 20/7 TX	C3MS136M	C3MS198M	40	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2100001	YN001T	Orig A	SC SP 40-N 20/7 TX	C3MS136M	C3MS198M	40	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2101635	YN0064XNC0000000	Orig A	N 40/34 TX 2	N30S8602, N30S8722	N30S6732	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2101635	YN0064XNC0000000	Orig A	N 40/34 TX 2 ply	N30S6692, N30S8562	N30S6742	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2116274	YN003MXNC0000000	Orig A	70|1|40|34| | | | | |29.4|70.6| |Z|	C3MS202M	C3MS218M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2116275	YN003NXNC0000000	Orig A	70|1|40|34| | | | | |29.4|70.6| |Z|	C3MS202M	C3MS218M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2121154	 	Orig A	DC SP 20-N 5/4 R	C3M5122R, C3M5136R	C3M5142R	20	5	4	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2123162	N/A	Orig A	20|1|7|5|NYLON 66|1|7|5|NYLON 66|26.12|37.84|36.04|S/Z|	C3MS100R, C3MS133R	C3MS149R	20	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2129687	N/A	Orig A	SC SP 20-N 7/5 R	C3MS125M	C3MS138M	20	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2129688	N/A	Orig A	SC SP 20-N 7/5 R	C3MS125M	C3MS138M	20	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2131540	N/A	Orig A	DC 20|1|10|7|NYLON 66|1|10|7|NYLON 66|19.6|40.81|39.59|S/Z|	C3MS002R, C3MS106R	C3MS144R	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2150009	YN003PXNC0000000	Orig A	SC SP 18-N 23/28 TX	 	C3LS020M	18	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2150010	YN003QXNC0000000	Orig A	SC SP 18-N 23/28 TX	 	C3LS020M	18	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2150087	N/A	Orig A	SC 20 1/40/13 T66	 	C3MS033M	20	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2150088	N/A	Orig A	SC 20 1/40/13 T66	 	C3MS033M	20	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2151953	N/A	Orig A	DC 40-N 10/7	C3MS081R	C3MS145R	40	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2154303	N/A	Orig A	SC SP 140-N 40/13 T	C3MS194M	C3MS204M	140	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2154304	N/A	Orig A	SC SP 140-N 40/13 T	C3MS194M	C3MS204M	140	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2155728	YN005QXNC0000000	Orig A	SC DU 35-N 23/28 TX	 	C3LS008M	35	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2155729	YN005RXNC0000000	Orig A	SC DU 35-N 23/28 TX	 	C3LS008M	35	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2159244	N/A	Orig A	SC SP 15-N 7/5R	C3NS021R	C3NS021M	15	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2159245	N/A	Orig A	SC SP 15-N 7/5R	C3NS021R	C3NS021M	15	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2159244	N/A	Orig A	SC SP 15-N 7/5R	C3YS195R	C3YS195M	15	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2159245	N/A	Orig A	SC SP 15-N 7/5R	C3YS195R	C3YS195M	15	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2159244	N/A	Orig A	SC SP 15-N 7/5R	 	TBD	15	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2159245	N/A	Orig A	SC SP 15-N 7/5R	 	TBD	15	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2162861	N/A	Orig A	SC SP 18-N 30/34	 	C3LS044M	18	30	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2162862	N/A	Orig A	SC SP 18-N 30/34	 	C3LS044M	18	30	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2163747	N/A	Orig A	15|1|30|34| | | | | |11.98|88.02| |Z|	C3MS042M, C3MS118M	C3MS209M	15	30	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2163748	N/A	Orig A	15|1|30|34| | | | | |11.98|88.02| |Z|	C3MS042M, C3MS118M	C3MS209M	15	30	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000039	N/A	Orig A	N 40/46 TX S	 	N3050940	 	40	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000040	N/A	Orig A	N 40/46 TX Z	 	N3050941	 	40	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2164217	YN008VXNC0000000	Orig A	SC 40-N 23/28 TX	C3MS055M	C3MS140M	40	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2164218	YN008WXNC0000000	Orig A	SC 40-N 23/28 TX	C3MS055M	C3MS140M	40	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165039	N/A	Orig A	10|1|40|46| | | | | |7.37|92.63| |Z|	 	C3MS053M	10	40	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165040	N/A	Orig A	10|1|40|46| | | | | |7.37|92.63| |Z|	 	C3MS053M	10	40	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165530	N/A	Orig A	SC 10-N2/40/34	C3MS078M, C3MS085M	TBD	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165531	N/A	Orig A	SC 10-N2/40/34	C3MS078M, C3MS085M	TBD	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165538	N/A	Orig A	10|2|40|34|PASTELLE||3.87|96.13|| |	C3MS063M, C3MS091M	TBD	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165539	N/A	Orig A	10|2|40|34|PASTELLE||3.87|96.13|| |	C3MS063M, C3MS091M	TBD	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2167743	N/A	Orig A	70|1|40|34| | | | | |30.97|69.03| |Z|	C3MS193M	C3MS221M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2167744	N/A	Orig A	70|1|40|34| | | | | |30.97|69.03| |Z|	C3MS193M	C3MS221M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2169501	TBD	Orig A	40 SC 1/40/34 S	XCM9042M	C3MS087M, C3MS223M	40	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2169502	TBD	Orig A	40 SC 1/40/34 Z	XCM9042M	C3MS087M, C3MS223M	40	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000019	N/A	Orig A	N 70/34 TX S	N30S8050, N30S8290	N30S8540, N30S8700	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000020	N/A	Orig A	N 70/34 TX Z	N30S8051, N30S8291	N30S8541, N30S8701	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2129689	YN004GXNC0000000	Orig A	SC 20-N 15/7 TX	C3MS127M	C3MS137M	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2129690	YN004HXNC0000000	Orig A	SC 20-N 15/7 TX	C3MS127M	C3MS137M	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
N/A	YN00856WHT000Z000	Orig A	N 70/34 TX Z	N30S8340, N30S8380	N30S8740	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
N/A	YN0854WHT000S000	Orig A	N 70/34 TX S	N30S8341, N30S8381	N30S8741	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
N/A	YN00856WHT000Z000	Orig A	N 70/34 TX Z	N30S8550	N30S8710	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
N/A	YN0854WHT000S000	Orig A	N 70/34 TX S	N30S8551	N30S8711	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000037	YN002VXNC0000000	Orig A	N 68/68 TX S	N30S8260	N30S8490, N30S8670	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Non Knitted	
2000038	YN002WXNC0000000	Orig A	N 68/68 TX Z	N30S8261	N30S8491, N30S8671	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Non Knitted	
2000037	YN002VXNC0000000	Orig A	N 68/68 TX S	N30S8341	N30S8590	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Non Knitted	
2000038	YN002WXNC0000000	Orig A	N 68/68 TX Z	N30S8341	N30S8591	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Non Knitted	
2117111	YN0075XNC0000000	Orig A	N 68/68 TX 2	N30S8692	N30S8682, N30S8762	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Non Knitted	
2117111	YN0075XNC0000000	Orig A	N 68/68 TX 2	 	TBD	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Non Knitted	

 

 
 * Confidential treatment has been requested for the redacted portions of this agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential, redacted portions have been provided separately to the United States Securities and Exchange Commission.  
 
Appendix A - 2 (Non Conversion Nylon) Items for Hanesbrands
 
Effective 1/01/2012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Clarksville	Camuy	La Libertad	Mt. Airy	 	
Hosiery SAP #	Intimates SAP #	Sock SAP #	Orig A Item	Description	Inactive Unifi Items	Curent Unifi Item #	Core Denier	Text Den	Text Fil	TPI	Core Supplier	Cover Supplier	Core %	Cover %	Product Price	New Product Price	Freight	Total Price	Freight	Warehouse	Total Price	Freight	Total Price	Freight	Total Price	Comment	
2000039	 	 	Orig A	UNF N 40/46 TX S	N3050980,	N3050940	 	40	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000040	 	 	Orig A	UNF N 40/46 TX Z	N3050981,	N3050941	 	40	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000067	 	 	Orig A	10|1|23|28| | | | | |12.88|87.12	 	C3ES154M	10	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000068	 	 	Orig A	10|1|23|28| | | | | |12.88|87.12	 	C3ES154M	10	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000085	 	 	Orig A	10|1|40|34| | | | | |8.21|91.79 Air Covered S twist	C3ES316J, C3ES323J,	C3ES327J	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000085	 	 	Orig A	10|1|40|34| | | | | |8.21|91.79 Air Covered S twist	C3ES316J, C3ES323J, C3ES327J	C3MS337J	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Higher denier POY	
2000086	 	 	Orig A	10|1|40|34| | | | | |8.21|91.79 Air Covered Z twist	C3ES316J, C3ES323J,	C3ES327J	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000086	 	 	Orig A	10|1|40|34| | | | | |8.21|91.79 Air Covered Z twist	C3ES316J, C3ES323J, C3ES327J	C3MS337J	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Higher denier POY	
2000213	YN009EXNC0000000	 	Orig A	360 DC 20/7 Flat Nylon Cover	 	C3E5130R	360	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000235	 	 	Orig A	1|70|34|S TWIST|NYLON CO-POLYMER|SEMI DULL|STRETCH|ROUND|NON TS|BLACK	N3051420	N3054930	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000259	 	 	Orig A	2/70/34 TX Sewing Yarn Natural	 	TBD	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000296	 	 	Orig A	20|1|11|5| | | | | |32.66|67.34 S	 	C3MS142M	20	11	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000297	 	 	Orig A	20|1|11|5| | | | | |32.66|67.34 Z	 	C3MS142M	20	11	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000300	 	 	Orig A	10|1|7|5| | | | | |29.47|70.53	 	C3ES155M	10	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000301	 	 	Orig A	10|1|7|5| | | | | |29.47|70.53	 	C3ES155M	10	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2107413	 	 	Orig A	1|11|5|NYLON 6.6|SEMI DULL|STRETCH|ROUND|NON TS|NATURAL|	 	N3090030	 	11	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2107414	 	 	Orig A	1|11|5|NYLON 6.6|SEMI DULL|STRETCH|ROUND|NON TS|NATURAL|	 	N3090031	 	11	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2121150	 	 	Orig A	1|60|24|S TWIST|NYLON 6|BRIGHT| |TRILOBAL|TS|	 	N3037990	 	60	24	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2121151	 	 	Orig A	1|60|24|Z TWIST|NYLON 6|BRIGHT| |TRILOBAL|TS|	 	N3037991	 	60	24	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2146956	YN008NC	 	Orig A	UNF N 23/28 TX S	 	N3090070	 	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2147047	YN009NC	 	Orig A	UNF N 23/28 TX Z	 	N3090071	 	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2146956	YN008NC	 	Orig A	UNF N 23/28 TX S	 	N3090970	 	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2147047	YN009NC	 	Orig A	UNF N 23/28 TX Z	 	N3090971	 	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2154357	 	 	Orig A	2|60|24|2 PLY|NYLON 6|BRIGHT| |TRILOBAL|TS|	 	N3038022	 	60	24	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165528	YN007EXNC0000000	 	Orig A	2|40|34|2 PLY|CATIONIC|SEMI DULL|STRETCH|ROUND|TS| Cationic Pastelle	 	N3090402	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165529	YN003UXNC0000000	 	Orig A	2|40|34|2 PLY|NYLON 6.6|DEEP DYE SEMI DULL|STRETCH|ROUND|TS|	N3038092	N3038672	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165530	 	 	Orig A	10|2|40|34| | | | | |3.99|96.01 (HNF Fiber)	C3ES166M	C3ES189M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165530	 	 	Orig A	10|2|40|34| | |	 	C3ES214M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165531	 	 	Orig A	10|2|40|34| | | | | |3.99|96.01 (HNF Fiber)	C3ES166M	C3ES189M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165531	 	 	Orig A	10|2|40|34| | | |	 	C3ES214M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165532	 	 	Orig A	10|2|40|34|COLORWISE||3.83|96.17||	C3ES158M	C3ES210M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165537	 	 	Orig A	10|2|40|34|COLORWISE||3.83|96.17||	C3ES158M	C3ES210M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2172970	 	 	Orig A	2|50|40|2 PLY|NYLON 6.6|SEMI DULL|STRETCH|ROUND|TS	 	N3052642	 	50	40	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2172972	 	 	Orig A	15 AC 1/50/40 S twist	 	C3MS309J	15	50	40	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2172973	 	 	Orig A	15 AC 1/50/40 Z twist	 	C3MS309J	15	50	40	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2174180	YN003FXNC0000000	 	Orig A	20|1|40|34| | | | | |16|84 AC, Textured Nylon S twist	C3E9675K	C3E9809K	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2174181	YN003GXNC0000000	 	Orig A	20|1|40|34| | | | | |16|84 AC, Textured Nylon Z twist	C3E9675K	C3E9809K	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2174182	YN008JXNC0000000	 	Orig A	70|1|40|34| | | | | |35.74|64.26|	C3MS311J, C3MS320J	C3MS328J, C3MS333J	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2174183	YN008KXNC0000000	 	Orig A	70|1|40|34| | | | | |35.74|64.26|	C3MS311J, C3MS320J	C3MS328J, C3MS333J	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2116274	 	 	Orig A	70|1|40|34| | | | | |35.74|64.26|	C3MS218M, C3MS221M, C3MS333J	C3MS229M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Higher denier POY	
2116275	 	 	Orig A	70|1|40|34| | | | | |35.74|64.26|	C3MS218M, C3MS221M, C3MS333J	C3MS229M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Higher denier POY	
2176434	 	 	Orig A	20|1|40|34| | | | | |12.38|87.62 Colorwise S twist	 	C3E2076M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2176435	 	 	Orig A	20|1|40|34| | | | | |12.38|87.62 Colorwise Z twist	 	C3E2076M	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2176467	 	 	Orig A	15 AC 1/14/10	 	C3MS317J	15	14	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2176469	 	 	Orig A	15 AC 1/14/10	 	C3MS317J	15	14	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2176963	YN009CXNC0000000	 	Orig A	70|1|26|20| | | | | |39.14|60.86|	 	C3ES162M	70	26	20	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2176964	YN009DXNC0000000	 	Orig A	70|1|26|20| | | | | |39.14|60.86|	 	C3ES162M	70	26	20	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2177887	 	 	Orig A	20 SC 50/92	 	C3MS171M, C3MS216M	20	50	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2177888	 	 	Orig A	20 SC 50/92	 	C3MS171M, C3MS216M	20	50	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN002KXNC0000000	 	Orig A	210|1|70|34| | | | | |41.27|58.73	C3ES157M	C3ES206M	210	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN002ZXNC0000000	 	Orig A	40|1|40|34| | | | | |20.93|79.07	C3L2151M	C3L2122M	40	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN003AXNC0000000	 	Orig A	40|1|40|34| | | | | |20.93|79.07	C3L2151M	C3L2122M	40	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN003VXNC0000000	 	Orig A	210|1|40|13| | | | | |53.76|46.24	C3ES156M, C3ES175M	C3ES211M	210	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2180067	YN007QXNC0000000	 	Orig A	1|70|46|S Novva	 	N3050630	 	70	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2180067	YN007QXNC0000000	 	New	1|70|46|S Novva	N3056260	N3056670, N3057050	 	70	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2180068	YN007RXNC0000000	 	Orig A	1|70|46|Z Novva	 	N3050631	 	70	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2180067	YN007QXNC0000000	 	New	1|70|46|S Novva	N3056261	N3056671, N3057051	 	70	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN007SXNC0000000	 	Orig A	2|70|46|2 PLY|NYLON 6.6|BRIGHT|STRETCH|ROUND|TS|	N3034792	N3052542	 	70	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN007SXNC0000000	 	New	2|70|46|2 PLY|NYLON 6.6|BRIGHT|STRETCH|ROUND|TS|	 	TBD	 	70	46	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008LXNC0000000	 	Orig A	1/70/34 recycled Nylon S twist	N3053160, N3053770, N3054110	N3054520	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008MXNC0000000	 	Orig A	1/70/34 recycled Nylon Z twist	N3053160, N3053771, N3054111	N3054521	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008SXNC0000000	 	Orig A	30 SC 1/11/5 Tex. 38 TPI	 	C3MS148M	30	11	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008TXNC0000000	 	Orig A	30 SC 1/11/5 Tex. 38 TPI	 	C3MS148M	30	11	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008XXNC0000000	 	Orig A	2|70|68|2PLY|ARAFELLE||NYLON 6.6|S/D|STRETCH|ROUND|TS	N3038312,	N3038552	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN009FXNC0000000	 	Orig A	2/70/68 Deep Dye	 	N3038432	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2250	Orig A	20|1|70|34| | | | | |7.19|92.81| |	 	TBD	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2252	Orig A	20|2|70|34|NYLON 66| | | | |3.9|96.1| | |	 	TBD	20	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	2/30/10 Stretch Natural Nylon	 	N3090562	 	30	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19395	Orig A	|70|34|Z TWIST|NYLON 6.6|SEMI DULL|STRETCH|ROUND|TS|NATURAL Universal	 	N3034991	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19592	Orig A	2|70|34|2 PLY|NYLON CO-POLYMER|SEMI DULL|STRETCH|ROUND|TS| Solution Dye black	 	N3051412	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19594	Orig A	2|70|34|2 PLY|NYLON 6.6|SEMI DULL| | |TS| Universal FF OIL	 	N3038332	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19595	Orig A	2/70/68 FD Whites Only	N3010342	N3010442	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19595	Orig A	2/70/68 FD Whites Only	N3056442, N3057092	N3057372	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	10|1|80|92| | | | | |4.06|95.94 Unbranded	 	TBD	10	80	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165530	 	 	Orig A	10|2|40|34| | | | | |3.99|96.01 (UNF Fiber)	C3ES161M, C3ES172M	TBD	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2165531	 	 	Orig A	10|2|40|34| | | | | |3.99|96.01 (UNF Fiber)	C3ES161M, C3ES172M	TBD	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000207	YN007VXNC0000000	 	Orig A	20|1|15|7| | | | | |32.90|67.10| UNF	 	C3MS312J, C3MS321J	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000208	YN007WXNC0000000	 	Orig A	20|1|15|7| | | | | |32.90|67.10| UNF	 	C3MS312J, C3MS321J	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000207	YN007VXNC0000000	 	New	20|1|15|7|NYLON 66| | | | |35.2|64.8|	 	C3ES315K	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000208	YN007WXNC0000000	 	New	20|1|15|7|NYLON 66| | | | |35.2|64.8|	 	C3ES315K	20	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000008	YN002IXNC0000000	 	Orig A	UNF N 20/7 TX S	 	N30S4610	 	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000009	YN002JXNC0000000	 	Orig A	UNF N 20/7 TX Z	 	N30S4611	 	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 30/34 TX S & Z	 	N3037890/1	 	30	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000013	YN004IXNC0000000	 	Orig A	UNF N 40/13 TX S	 	TBD	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000014	YN004JXNC0000000	 	Orig A	UNF N 40/13 TX Z	 	TBD	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 40/13 TX 2	 	TBD	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000033	YN004CXNC0000000	 	Orig A	UNF N 40/34 TX S	 	N30S8570	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000034	YN004DXNC0000000	 	Orig A	UNF N 40/34 TX Z	 	N30S8571	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2101635	YN0064XNC0000000	 	Orig A	UNF N 40/34 TX 2 Ply	 	N30S6692 / N30S8562	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 60/68 TX S	 	TBD	 	60	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 60/68 TX Z	 	TBD	 	60	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 60/68 TX 2	 	TBD	 	60	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000019	N/A	 	Orig A	UNF N 70/34 TX S	 	N30S8540	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000020	N/A	 	Orig A	UNF N 70/34 TX Z	 	N30S8541	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000258	N/A	 	Orig A	UNF N 70/34 TX AE 2	 	N30S8532	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	add .03 to bonaventure based on 2K lbs	
 	 	19594	 	UNF N 70/34 TX AE 2 FF Oil	 	N3038622	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 70/68 TX S	 	TBD	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 70/68 TX Z	 	TBD	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 80/92 TX S	 	N3054720	 	80	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 80/92 TX Z	 	N3054721	 	80	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	UNF N 15/7	 	TBD	 	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	1/40/34 Cationic Pastelle	 	N3090190/1	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	1|40|34|S TWIST|NYLON 6.6|DEEP DYE SEMI DULL|STRETCH|ROUND|TS|	 	N3038100	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	1|40|34|Z TWIST|NYLON 6.6|DEEP DYE SEMI DULL|STRETCH|ROUND|TS|	 	N3038101	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2117111	YN0075XNC0000000	 	Orig A	2/68/68 Textured Nylon UNF fiber	 	TBD	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000037	YN002VXNC0000000	 	Orig A	1/68/68 Textured Nylon UNF fiber	 	TBD	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000038	YN002WXNC0000000	 	Orig A	1/68/68 Textured Nylon UNF fiber	 	TBD	 	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Black Nylon	N3051420, N3054820	N3054930	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Purple Nylon	 	N3053910	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Cobalt Nylon	 	N3053900	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Yellow Nylon	 	N3054150	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Tomato Nylon	 	N3054460	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Kelly Green Nylon	 	N3054470	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Melon Nylon	 	N3054480	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Blue Nylon	 	N3054500	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Aqua Nylon	 	N3054740	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Brown Nylon	 	N3054690	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Dark Pink Nylon	 	N3057300	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2178982	 	 	Orig A	1/70/34 Pink Nylon	 	N3054510	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN003RXNC0000000	 	Orig A	70|2|40|34| | | | | |19.67|80.33|	 	C3ES184M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN003SXNC0000000	 	Orig A	70|2|40|34| | | | | |19.67|80.33|	 	C3ES184M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN003RXNC0000000	 	New	70|2|40|34| | | | | |19.67|80.33|	C3ES190M	C3ES197M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN003SXNC0000000	 	New	70|2|40|34| | | | | |19.67|80.33|	C3ES190M	C3ES197M	70	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	2/70/34 Black Twisted	 	T1C872I	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	2/70/34 Khaki Twisted	 	T1C873I	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	2/70/34 Pearl Twisted	 	T1C874I	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	10 SC 1/40/34 Pastelle	 	XCL9666M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2182740	 	 	Orig A	1/50/92	 	N3090890	 	50	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2182741	 	 	New	1/50/92	 	N3090891	 	50	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2180736	 	 	New	2/50/92	 	N3057782	 	50	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2180736	 	 	New	2/50/92	 	C3NS334J	50	50	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2179301	 	 	Orig A	30|1|15|7|NYLON 66| | | | |35.98|64.02	 	C3MS182M	30	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2179302	 	 	Orig A	30|1|15|7|NYLON 66| | | | |35.98|64.02	 	C3MS182M	30	15	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2150087	 	 	Orig A	20 SC 1/40/13	C3E2194M	C3E2267M	20	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2150088	 	 	Orig A	20 SC 1/40/13	C3E2194M	C3E2267M	20	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008QXNC0000000	 	Orig A	20 AC 1/20/7	C3MS322J	C3MS331J	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008RXNC0000000	 	Orig A	20 AC 1/20/7	C3MS322J	C3MS331J	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008QXNC0000000	 	New	20 AC 1/20/7	 	C3MS336K	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008RXNC0000000	 	New	20 AC 1/20/7	 	C3MS336K	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2177767	 	 	Orig A	20 SC 10/7 Fusible	C3NS168M, C3NS213M	C3NS225M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Seafreight Price	
2177767	 	 	Orig A	20 SC 10/7 Fusible	C3NS168M, C3NS213M	C3NS225M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Airfreight price	
2177768	 	 	Orig A	20 SC 10/7 Fusible	C3NS168M, C3NS213M	C3NS225M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Seafreight Price	
2177768	 	 	Orig A	20 SC 10/7 Fusible	C3NS168M, C3NS213M	C3NS225M	20	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Airfreight price	
 	 	 	Orig A	70 SC 1/23/28	 	XCL9698	70	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
 	 	 	Orig A	70 SC 1/23/28	 	XCL9698	70	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
 	YN009PXNC0000000	 	Orig A	10 SC 1/40/34	XCE9687M	C3ES196M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
 	YN009QXNC0000000	 	Orig A	10 SC 1/40/34	XCE9687M	C3ES196M	10	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
 	 	 	New	3/70/34 Nylon Twisted	 	1T171	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2181694	 	 	New	10 SC 1/7/5 Fusible Spandex	XCN9714M, C3NS212M	C3NS215M	10	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Seafreight Price	
2181694	 	 	New	10 SC 1/7/5 Fusible Spandex	XCN9714M, C3NS212M	C3NS215M	10	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Airfreight Price	
2181695	 	 	New	10 SC 1/7/5 Fusible Spandex	XCN9714M, C3NS212M	C3NS215M	10	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Seafreight Price	
2181695	 	 	New	10 SC 1/7/5 Fusible Spandex	XCN9714M, C3NS212M	C3NS215M	10	7	5	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Airfreight Price	
 	 	 	New	40 SC 1/20/7 Blk Text. Nylon	 	 	40	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
 	 	 	New	20 SC 1/20/7 Blk Text. Nylon	 	 	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
2163978	 	 	New	2/40/34 Arafelle	N3038502	N3090762	 	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
 	 	 	New	20 SC 1/68/68	 	XCM9724M	20	68	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
2180607	 	 	New	50 SC 1/10/7 Fusible Spandex	XCN9736M	C3NS200M	50	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Seafreight Price	
2180608	 	 	New	50 SC 1/10/7 Fusible Spandex	XCN9736M	C3NS200M	50	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Airfreight Price	
2180607	 	 	New	50 SC 1/10/7 Fusible Spandex	XCN9736M	C3NS200M	50	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Seafreight Price	
2180608	 	 	New	50 SC 1/10/7 Fusible Spandex	XCN9736M	C3NS200M	50	10	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Airfreight Price	
 	 	19130-000000	New	2/30/10 Sewing Yarn	 	T1Z014I	 	30	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19430-01101P	New	2/40/13 Sewing Yarn - Red	 	T1Z017I	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19430-01228P	New	2/40/13 Sewing Yarn - Pink	 	T1Z018I	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19430-01135P	New	2/40/13 Sewing Yarn - Black	 	T1Z020I	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	19430-SN56M6	New	2/40/13 Sewing Yarn - Blue	 	T1Z019I	 	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2138237	 	 	New	20 SC 1/20/7 Flat	 	C3E1990M	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2138238	 	 	New	20 SC 1/20/7 Flat	 	C3E1990M	20	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	New Spandex price	
 	 	 	New	1/100/68 - Textured Nylon - Warp Knit	 	 	 	100	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/100/68 - Textured Nylon - On Beams (Full Creel Load)	 	 	 	100	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/100/68 - Textured Nylon - On Beams (Sample - 1172 ends)	 	 	 	100	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/23/28 Nylon - on beams - 1340 ends (42 x42) or 670 ends (42x21)	 	 	 	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	12K minimum	
 	 	 	New	1/30/10 Nylon - on beams - 1340 ends (42 x42) or 670 ends (42x21)	 	 	 	30	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	12K minimum	
 	 	 	New	1/30/34 Nylon - on beams - 1340 ends (42 x42) or 670 ends (42x21)	 	 	 	30	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	12K minimum	
 	 	 	New	40 SC 1/50/92	 	 	40	50	92	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	2/50/17 Sewing Yarn	 	T1B878T	 	50	17	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	SC 120 Lycra 40/13 Textured	 	C3L2222M	120	40	13	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	SC 20 Lycra 40/23 Black Textured	 	C3L2217M	20	40	23	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	1/30/10 Textured Nylon	 	N3090110/1	 	30	10	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	1/40/23 Blk Textured Nylon	 	N3090610/1	 	40	23	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	1/70/17 Textured Nylon	 	XS12941	 	70	17	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine	
2000151	 	 	New	70|1|20|7| | | | | |48.91|51.09| |Z|	C3MS049M, C3MS112M, C3MS178M, C3MS208M, C3MS219M	C3MS226M	70	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000152	 	 	New	70|1|20|7| | | | | |48.91|51.09| |Z|	C3MS049M, C3MS112M, C3MS178M, C3MS208M, C3MS219M	C3MS226M	70	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	260|1|20|7| |1|20|7| |50.2|25.5|24.3	 	C3L5114R	260	20	7	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Priced as Generic spandex price	
 	 	 	New	20I1I40I34I I I I16I84 AC, textured nylon	 	 	20	40	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Priced as Lycra	

 

 
 * Confidential treatment has been requested for the redacted portions of this agreement pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential, redacted portions have been provided separately to the United States Securities and Exchange Commission. 
 
Appendix - 3 (Non Conversion Poly) Items for Hanesbrands
 
Effective 1/01/2012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Clarksville	Camuy	La Libertad	Mt. Airy	 	
Hosiery SAP #	Intimates SAP #	Sock SAP #	Orig A Item	Description	Inactive Unifi Items	Curent Unifi Base Item #	Core Denier	Text Den	Text Fil	Core Supplier	Cover Supplier	Core %	Cover %	New Polymer Price	Product Price	New Product Price	Freight	Total Price	Freight	Warehouse	Total Price	Freight	Total Price	Freight	Total Price	Notes	
 	 	2277	Orig A	10 1/150/68 OB	 	C3E9689K	10	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2262	Orig A	20 1/150/68 OB Unbranded Invista	 	C3E9664K	20	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2262	New	20 1/150/72 OB Unbranded Invista	 	C3E9255K	20	150	72	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2262	Orig A	20 1/150/68 OB Dorlastan/Asahi	 	TBD	20	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2264	Orig A	20 1/150/34 black Sorbtek	 	C3E9755K	20	150	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2292 / 2295	Orig A	20 1/150/68 OB Sorbtek	 	C3E9703K	20	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2294	New	20 1/150/88 AMY Sorbtek	C3E9668K, C3E9816K	C3E9853K	20	150	88	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2296	Orig A	20 1/150/68 Black AMY / Sorbtek	 	C3E9666K	20	150	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2263	Orig A	20 1/150/68 AMY	 	TBD	20	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2285	Orig A	20 1/150/68 Blk AMY	 	TBD	20	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	2291	Orig A	20 1/150/34 Blk Poly	 	C3E9834K	20	150	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21070	Orig A	1|70|36|56T|NATURAL|STRETCH|NON TS|POLYESTER	H3061461, P60014A, P60025A	P60054A	 	70	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21086 / 21078	Orig A	1/150/68 OB SORBTEK	 	P56215A, H3061361	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21077	Orig A	1/150/34 Sorbtek BLACK Poly	 	P53855A, H3061421	 	150	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21090	Orig A	1/150/34 solution dyed black poly	 	P53842A, P57653A	 	150	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN007MXNC0000000	21059	Orig A	1/70/36 Blk Poly	 	P55036A	 	70	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21073	Orig A	1/150/68 OB (Domestic)	P55929A	P56607A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21073	Orig A	1/150/68 OB (El Salvador)	P55929A	P56607A, P60020A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
2000062	 	 	Orig A	70/34 optical white	 	D041901U	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008EXNC0000000	 	Orig A	|70|68|Z TWIST|CATIONIC POLYESTER|SEMI DULL|STRETCH|ROUND|TS| | - S twist	H3060990, P56549A, P56815A	P57573A	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008FXNC0000000	 	Orig A	|70|68|Z TWIST|CATIONIC POLYESTER|SEMI DULL|STRETCH|ROUND|TS| | - Z twist	H3060991, P56593A, P56800A	P57442A	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN008GXNC0000000	 	Orig A	2|70|68|92T|NAT|STR|TS|POLY	P56595A, P56727A	P57584A	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	1|58|68|92 WD CATIONIC|POLYESTER|MTO|NATURAL|SEMI DULL|NON TS|POLYESTER|42 X 30|	 	B10617X	 	58	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN009MXNC0000000	 	Orig A	1/70/34 Cool Grey Poly - Logo - Intimates	 	H3061500	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN006SBBE	 	Orig A	1/70/34 Brisk Blue Poly - Logo - Intimates	 	 	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	1/70/34 Orange Poly - Logo - Intimates	 	 	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	1/70/34 Green Poly - Logo - Intimates	 	 	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	Orig A	1/70/34 Red Poly - Logo - Intimates	 	 	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	YN009NXNC0000000	 	Orig A	1/68/68 Nylon & 1/70/68 Poly Combination yarn	C3NS329J	C3NS332J	68	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Flame Red Poly - Socks Logo	 	P56513A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Flame Red Poly - Socks Logo	 	P56512A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Black - Poly - Socks Logo (Not commodity)	 	P56515A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Black - Poly - Socks Logo (Not commodity)	 	P56514A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Pale Grey - Poly - Socks Logo	 	P56784A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Pale Grey - Poly - Socks Logo	 	P56783A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Misty Grey - Poly - Socks Logo	 	P56516A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Misty Grey - Poly - Socks Logo	 	P56517A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Power Pink - Poly - Socks Logo	 	P56511A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Power Pink - Poly - Socks Logo	 	P56510A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Infant Blue - Poly - Socks Logo	 	P56776A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Infant Blue - Poly - Socks Logo	 	P56775A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Begonia Pink - Poly - Socks Logo	 	P56786A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Begonia Pink - Poly - Socks Logo	 	P56785A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Lime Sherbert - Poly - Socks Logo	 	P56780A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Lime Sherbert - Poly - Socks Logo	 	P56779A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Quicksilver - Poly - Socks Logo	 	P56521A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Quicksilver - Poly - Socks Logo	 	P56520A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Merrimack - Poly - Socks Logo	 	P56519A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Merrimack - Poly - Socks Logo	 	P56518A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Diablo Rust - Poly - Socks Logo	 	P56529A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Diablo Rust - Poly - Socks Logo	 	P56528A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Pink 14 - Poly - Socks Logo	 	P56637A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Pink 14 - Poly - Socks Logo	 	P56636A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Tickeld Pink - Poly - Socks Logo	 	P56788A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Tickled Pink - Poly - Socks Logo	 	P56787A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Sprout - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Sprout - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Seaship Blue - Poly - Socks Logo	 	P56660A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Seaship Blue - Poly - Socks Logo	 	P56659A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Off White - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Off White - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Lt. Blue - Poly - Socks Logo	 	P56782A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Lt. Blue - Poly - Socks Logo	 	P56781A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Royal - Poly - Socks Logo	 	P56527A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Royal - Poly - Socks Logo	 	P56526A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 True Green - Poly - Socks Logo	 	P56525A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 True Green - Poly - Socks Logo	 	P56524A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Deep Navy - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Deep Navy - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Lavendar - Poly - Socks Logo	 	P56586A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Lavendar - Poly - Socks Logo	 	P56585A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Orange 4 - Poly - Socks Logo	 	P56533A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Orange 4 - Poly - Socks Logo	 	P56532A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Graphite Blue - Poly - Socks Logo	 	P56531A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Graphite Blue - Poly - Socks Logo	 	P56530A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Lt. Lavendar - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Lt. Lavendar - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Melon - Poly - Socks Logo	 	P56523A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Melon - Poly - Socks Logo	 	P56522A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Wiz Royal - Poly - Socks Logo	 	P56891A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Wiz Royal - Poly - Socks Logo	 	P56890A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Red 8 - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Red 8 - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	Orig A	3/150/68 Maroon - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	Orig A	2/150/68 Maroon - Poly - Socks Logo	 	 	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Sphere - Poly - Socks Logo	 	P56539A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Sphere - Poly - Socks Logo	 	P56538A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Violet 7 - Poly - Socks Logo	 	P56635A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Violet 7 - Poly - Socks Logo	 	P56634A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Sunstone - Poly - Socks Logo	 	P56535A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Sunstone - Poly - Socks Logo	 	P56534A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Blue Radiance - Poly - Socks Logo	 	P56537A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Blue Radiance - Poly - Socks Logo	 	P56536A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/70/68 Poly Sorbtek	 	P5X3298	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/70/68 Poly Sorbtek	 	P5X3299	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Fresh Melon - Poly - Socks Logo	 	P56693A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Fresh Melon - Poly - Socks Logo	 	P56692A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Blue 28 - Poly - Socks Logo	 	P56693A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Blue 28 - Poly - Socks Logo	 	P56692A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Mauve - Poly - Socks Logo	 	P56693A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Mauve - Poly - Socks Logo	 	P56692A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 OB - Poly - Socks Logo	 	P56893A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 OB - Poly - Socks Logo	 	P56892A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Green 3	 	P56661A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Green 3	 	P56662A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Grass Green	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Grass Green	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Blue 12	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Blue 12	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Vivid Blue	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Vivid Blue	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Blue 31	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Blue 31	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Tangerine	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Tangerine	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 New Wave Aqua	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 New Wave Aqua	 	TBD	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Collection Gold	 	P57307A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Collection Gold	 	P57306A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	21088	New	2/150/68 Deco Peach	 	P57548A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	22000	New	3/150/68 Deco Peach	 	P57549A	 	150	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/70/68 - Circular knits	 	TBD	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/70/72 - Warp knits	 	P57484C	 	70	72	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/100/96 Warp Knit	 	TBD	 	100	96	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/40/24 Disperse Flat	 	TBD	 	40	24	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine	
 	 	 	New	1/40/24 Cat. Flat	 	TBD	 	40	24	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine	
 	 	 	New	1/50/24	 	TBD	 	50	24	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Choloma	
 	 	 	New	1/150/136 - circular knits	 	TBD	 	150	136	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine, 8/5/10	
 	 	 	New	1/70/36 - Circular Knits	 	TBD	 	70	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine, 8/5/10	
 	 	 	New	1/100/96 Textured Poly - Beams (Full Creel Load)	 	TBD	 	100	96	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	 	
 	 	 	New	1/70/34 Reflexx PET - Textured Poly	 	 	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Textile Plant - 8/10/10	
 	 	 	New	1/70/34 Reflexx PBT - Textured Poly	 	 	 	70	34	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Textile Plant - 8/10/10	
 	 	 	New	1/70/68 Textured Poly - circular knit	 	TBD	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine - 8/10/10	
 	 	 	New	1/70/68 Textured Poly - Warp knit	 	TBD	 	70	68	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine - 8/10/10	
 	 	 	New	1/70/36 SD Flat - Warp Knit	 	TBD	 	70	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine - 8/10/10	
 	 	 	New	1/70/36 Bright Flat - Warp Knit	 	TBD	 	70	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine - 10/26/10	
 	 	 	New	1/50/36 textured Poly - circular knit	 	 	 	50	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine - 11-8-10	
 	 	 	New	1/50/36 textured Poly - warp knit	 	P57736A	 	50	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine - 11-8-10	
 	 	 	New	1/50/72 Textured Poly	 	 	 	50	72	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Woolwine - 11-9-10	
 	 	 	New	1/45/17 PBT Poly	 	XS12370	 	45	17	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	AC 20 Lycra 1|23|28 Nylon |1|20|9 Poly |13.83|44.9|41.27	 	C3L9873J	20	23	28	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	1|23|28|Nylon |1|20|9| Poly |0|53.38|46.62	 	C3H9872J	23	20	9	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	11/10/2010	
 	 	 	New	1/70/36 Set	 	P60019A	 	70	36	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	Choloma DDP Elcatex	

Exhibit 31.1
 
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, William L. Jasper, certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of Unifi, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 
 
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:      November 2, 2012     	/s/ WILLIAM L. JASPER	 	
 	William L. Jasper	 	
 	Chairman of the Board and Chief Executive Officer	 	
 	(Principal Executive Officer)	 	

Exhibit 31.2
 
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Ronald L. Smith, certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of Unifi, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)      Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:        November 2, 2012         	/s/ RONALD L. SMITH	 	
 	Ronald L. Smith	 	
 	Vice President and Chief Financial Officer	 	
 	(Principal Financial Officer)	 	

Exhibit 32.1

 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Unifi, Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ended September 23, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William L. Jasper, Chairman of the Board and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 	(1)	 	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and	
 
 	(2)	 	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

Date:	       November 2, 2012    	 	/s/ WILLIAM L. JASPER                         	
 	 	 	William L. Jasper	
 	 	 	Chairman of the Board and Chief Executive Officer	
 	 	 	(Principal Executive Officer)	

Exhibit 32.2

 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Unifi, Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ended September 23, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald L. Smith, Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 	(1)	 	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and	
 
 	(2)	 	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

 
Date:        November 2, 2012   	/s/ RONALD L SMITH	 	
 	Ronald L. Smith	 	
 	Vice President and Chief Financial Officer	 	
 	(Principal Financial Officer)