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 29, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32568

MAIDENFORM BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware		06-1724014
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

485F US Hwy 1 South, Iselin, NJ		08830
(Address of principal executive offices)		(Zip Code)

(732) 621-2500

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if 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 o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 2, 2012
Common Stock, $0.01 par value per share		23,572,693 shares

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

	September 29,			December 31,
	2012			2011
Assets
Current assets
Cash and cash equivalents	$	72,507		$	68,041
Accounts receivable, net	85,409			54,517
Inventories	116,385			113,200
Deferred income taxes	15,357			15,357
Prepaid expenses and other current assets	18,304			14,310
Total current assets	307,962			265,425
Property, plant and equipment, net	30,151			29,497
Goodwill	7,162			7,162
Intangible assets, net	92,067			92,765
Other non-current assets	374			386
Total assets	$	437,716		$	395,235

Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt	$	1,100		$	1,100
Accounts payable	49,618			38,425
Accrued expenses and other current liabilities	24,501			24,967
Total current liabilities	75,219			64,492
Long-term debt	67,125			67,950
Deferred income taxes	27,474			25,108
Other non-current liabilities	13,268			14,497
Total liabilities	183,086			172,047

Commitments and contingencies (Note 8)

Stockholders’ equity
Preferred stock - $0.01 par value; 10,000,000 shares authorized and none issued and outstanding	—			—
Common stock - $0.01 par value; 100,000,000 shares authorized; 24,399,732 shares issued and 23,097,188 outstanding at September 29, 2012 and 24,399,732 shares issued and 22,922,969 outstanding at December 31, 2011	244			244
Additional paid-in capital	79,569			78,362
Retained earnings	207,976			181,227
Accumulated other comprehensive loss	(7,916		)	(8,301		)
Treasury stock, at cost (1,302,544 shares at September 29, 2012 and 1,476,763 shares at December 31, 2011)	(25,243		)	(28,344		)
Total stockholders’ equity	254,630			223,188
Total liabilities and stockholders’ equity	$	437,716		$	395,235

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended				Nine Months Ended
	September 29,		October 1,		September 29,		October 1,
	2012		2011		2012		2011

Net sales	$	150,122	$	148,224	$	465,153	$	481,811
Cost of sales	101,401		100,798		319,967		319,587
Gross profit	48,721		47,426		145,186		162,224
Selling, general and administrative expenses	30,979		31,517		98,617		98,111
Litigation settlement	—		—		—		6,750
Operating income	17,742		15,909		46,569		57,363

Interest expense, net	291		227		840		689
Income before provision for income taxes	17,451		15,682		45,729		56,674
Income tax expense	6,712		5,492		17,761		20,407
Net income	$	10,739	$	10,190	$	27,968	$	36,267
Basic earnings per common share	$	0.47	$	0.44	$	1.21	$	1.59
Diluted earnings per common share	$	0.46	$	0.44	$	1.19	$	1.55
Basic weighted average number of shares outstanding	23,091,707		22,904,002		23,027,595		22,834,252
Diluted weighted average number of shares outstanding	23,467,726		23,371,945		23,415,705		23,332,432

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Three Months Ended					Nine Months Ended
	September 29,		October 1,			September 29,		October 1,
	2012		2011			2012		2011

Net income	$	10,739	$	10,190		$	27,968	$	36,267
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments	357		(1,090		)	138		(200		)
Net gain on defined benefit pension plan	137		57			411		169
Other comprehensive income (loss), before tax	494		(1,033		)	549		(31		)
Income tax expense related to items of other comprehensive income (loss)	54		23			164		68
Other comprehensive income (loss), net of tax	440		(1,056		)	385		(99		)
Comprehensive income	$	11,179	$	9,134		$	28,353	$	36,168

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	September 29,			October 1,
	2012			2011
Cash flows from operating activities
Net income	$	27,968		$	36,267
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization	3,880			3,414
Amortization of intangible assets	823			817
Amortization of deferred financing costs	160			133
Stock-based compensation	3,430			2,972
Deferred income taxes	2,235			3,014
Excess tax benefits related to stock-based compensation	(887		)	(1,078		)
Bad debt expense	269			55
Other non-cash items	617			221
Net changes in operating assets and liabilities
Accounts receivable	(30,967		)	(44,051		)
Inventories	(2,765		)	(34,935		)
Prepaid expenses and other current and non-current assets	(1,102		)	(3,425		)
Accounts payable	11,166			27,003
Accrued expenses and other current and non-current liabilities	(1,628		)	(3,989		)
Income taxes payable	(1,979		)	(1,961		)
Net cash provided by (used in) operating activities	11,220			(15,543		)
Cash flows from investing activities
Capital expenditures	(4,653		)	(4,848		)
Net cash used in investing activities	(4,653		)	(4,848		)
Cash flows from financing activities
Term loan repayments	(825		)	(825		)
Proceeds from stock options exercised	636			1,521
Excess tax benefits related to stock-based compensation	887			1,078
Payments of employee withholding taxes related to equity awards	(1,698		)	(1,286		)
Purchase of common stock for treasury	—			(1,961		)
Payments of capital lease obligations	(228		)	(208		)
Financing fees paid	(250		)	—
Net cash used in financing activities	(1,478		)	(1,681		)
Effects of exchange rate changes on cash and cash equivalents	(623		)	619
Net increase (decrease) in cash and cash equivalents	4,466			(21,453		)
Cash and cash equivalents
Beginning of period	68,041			73,221
End of period	$	72,507		$	51,768

Supplementary disclosure of cash flow information
Cash paid during the period
Interest	$	766		$	730
Income taxes	$	17,219		$	19,245

Supplemental schedule of non-cash financing activities
Treasury stock issued related to equity award activity	$	4,799		$	4,824

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Maidenform Brands, Inc. and its subsidiaries (the “Company,” “we,” “us” or “our”) design, source and market an extensive range of intimate apparel products, including bras, panties and shapewear. We sell our products through multiple distribution channels, including department stores and national chain stores (including third party distributors and independent stores), mass merchants (including warehouse clubs), and other (including specialty retailers, off-price retailers and licensees). In addition, we operated 76 retail outlet stores as of September 29, 2012 and 75 retail outlet stores as of October 1, 2011, and sold products on our websites.

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to state fairly our financial position at September 29, 2012, the results of our operations for the three and nine-month periods ended September 29, 2012 and October 1, 2011, and cash flows for the nine months ended September 29, 2012 and October 1, 2011. These adjustments consist of normal recurring adjustments. Operating results for the three and nine-month periods ended September 29, 2012 are not necessarily indicative of the results that may be expected for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet at December 31, 2011 has been derived from our audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

These condensed consolidated financial statements have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The financial statements included herein should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011.

2. DEBT

	September 29,		December 31,
	2012		2011
Long-term debt
Term loan facility	$	68,225	$	69,050
Current maturities of long-term debt	1,100		1,100
Non-current portion of long-term debt	$	67,125	$	67,950

On March 28, 2012, we entered into the sixth amendment and modification agreement to our credit agreement pursuant to which among other things, we extended the maturity date of our revolving loan by two years to June 15, 2014.

At September 29, 2012, we had $68,225 outstanding under our term loan, and $0 outstanding under our revolving loan with approximately $49,325 available for borrowings, after giving effect to $675 of outstanding letters of credit. We use the letters of credit as collateral for our workers’ compensation insurance programs and bonds issued on our behalf to secure our obligation to pay customs duties. Principal payments on the term loan are payable in quarterly installments of $275 with all remaining amounts due in 2014. We are permitted to voluntarily prepay all or part of the principal balance of the term loan with such prepayments applied to scheduled principal payments in inverse order of their maturity. In addition, subject to specified exceptions and limitations and reinvesting options, partial prepayments of outstanding loans may be required with the proceeds of asset sales, sales of equity and debt securities, and with certain insurance and condemnation proceeds.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

(unaudited)

Payments due on long-term debt during each of the five years subsequent to September 29, 2012, are as follows:

Balance of fiscal 2012	$	275
In fiscal 2013	1,100
In fiscal 2014	66,850
In fiscal 2015	—
In fiscal 2016	—
Thereafter	—

3. STOCKHOLDERS’ EQUITY


										Accumulated
	Common			Additional						Other			Treasury					Total
	Stock			Paid-in			Retained			Comprehensive			Stock					Stockholders’
	Shares	$		Capital			Earnings			Loss			Shares		$			Equity

Balance at December 31, 2011	24,399,732	$	244	$	78,362		$	181,227		$	(8,301	)	(1,476,763	)	$	(28,344	)	$	223,188

Stock-based compensation				3,430														3,430
Equity award activity				(2,223		)	(1,219		)				174,219		3,101			(341		)
Comprehensive income							27,968			385								28,353
Balance at September 29, 2012	24,399,732	$	244	$	79,569		$	207,976		$	(7,916	)	(1,302,544	)	$	(25,243	)	$	254,630

4. STOCK REPURCHASE PROGRAM

Our stock repurchase program allows us to repurchase our shares from time to time pursuant to existing rules and regulations and other parameters approved by the board of directors. We did not repurchase any shares of our common stock during the nine-month period ended September 29, 2012 and repurchased $1,961 of our common stock at an average price per share of $26.72 during the nine-month period ended October 1, 2011. At September 29, 2012, we had $15,687 remaining available under our stock repurchase program.

5. INCOME TAXES

We review our annual effective tax rate on a quarterly basis and we make necessary changes if information or events warrant such changes. The annual effective tax rate is forecasted quarterly using actual historical information and forward-looking estimates. The estimated annual effective tax rate may fluctuate due to changes in forecasted annual operating income and changes to actual or forecasted permanent book to tax differences. The annual effective tax rate could also be impacted by discrete events that may occur on a quarterly basis. Examples of such discrete events are changes in valuation allowances, future tax settlements with state, federal or foreign tax authorities or impacts from state, federal or foreign tax law changes.

6. SEGMENT INFORMATION

We identified our two reportable segments as ‘‘wholesale’’ and ‘‘retail.’’ Our wholesale sales are to department stores, national chain stores, mass merchants (including warehouse clubs), specialty retailers, off-price retailers, and third-party distributors serving similar customers in foreign countries while our retail segment reflects our operations from our retail outlet stores and internet operations. Royalty income is also included in our wholesale segment. Within our reportable segments, wholesale includes corporate-related assets. Each segment’s results include the costs directly related to the segment’s net sales and all other costs allocated based on the relationship to consolidated net sales to support each segment’s net sales. Intersegment sales and transfers are recorded at cost and treated as a transfer of inventory.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

(unaudited)

Information on segments and reconciliation to income before provision for income taxes, are as follows:

	Three Months Ended				Nine Months Ended
	September 29,		October 1,		September 29,		October 1,
	2012		2011		2012		2011

Net sales
Wholesale	$	131,449	$	130,271	$	417,693	$	436,015
Retail	18,673		17,953		47,460		45,796
Total	$	150,122	$	148,224	$	465,153	$	481,811

Operating income
Wholesale (a)	$	16,241	$	13,208	$	45,056	$	54,439
Retail	1,501		2,701		1,513		2,924
Operating income	17,742		15,909		46,569		57,363
Interest expense, net	291		227		840		689
Income before provision for income taxes	$	17,451	$	15,682	$	45,729	$	56,674

Depreciation and amortization
Wholesale	$	974	$	863	$	2,951	$	2,375
Retail	346		320		929		1,039
Total	$	1,320	$	1,183	$	3,880	$	3,414

Amortization of intangible assets
Wholesale	$	260	$	254	$	772	$	765
Retail	17		18		51		52
Total	$	277	$	272	$	823	$	817

Net sales by geographic area
United States	$	133,499	$	134,104	$	417,275	$	437,662
International (b)	16,623		14,120		47,878		44,149
Total	$	150,122	$	148,224	$	465,153	$	481,811

Intersegment sales from wholesale to retail	$	4,884	$	4,149	$	11,051	$	11,322

	September 29,		December 31,
	2012		2011

Total assets
Wholesale	$	413,047	$	366,037
Retail	24,669		29,198
Total	$	437,716	$	395,235

(a) Includes a litigation settlement of $6,750 expense recorded in the second quarter of 2011.

(b) International net sales are identified as international based on the location of the customer.

For the three and nine-month periods ended September 29, 2012 and October 1, 2011, we had two customers, Wal-Mart and Kohl’s, that each accounted for more than 10% of our consolidated net sales.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

(unaudited)

7. EARNINGS PER SHARE

The following is a reconciliation of the basic number of common shares outstanding to diluted common and common equivalent shares outstanding:

	Three Months Ended				Nine Months Ended
	September 29,		October 1,		September 29,		October 1,
	2012		2011		2012		2011

Net income	$	10,739	$	10,190	$	27,968	$	36,267
Weighted average number of common and common equivalent shares outstanding:
Basic number of common shares outstanding	23,091,707		22,904,002		23,027,595		22,834,252

Impact of dilutive securities	376,019		467,943		388,110		498,180

Dilutive number of common and common equivalent shares outstanding	23,467,726		23,371,945		23,415,705		23,332,432

Basic earnings per common share	$	0.47	$	0.44	$	1.21	$	1.59
Diluted earnings per common share	$	0.46	$	0.44	$	1.19	$	1.55

For the three-month periods ended September 29, 2012 and October 1, 2011, approximately 21,000 and 5,000 shares, respectively, were not included in the computation of diluted earnings per share because of their anti-dilutive effect. For the nine-month periods ended September 29, 2012 and October 1, 2011, approximately 36,000 and 7,000 shares, respectively, were not included in the computation of diluted earnings per share because of their anti-dilutive effect.

8. COMMITMENTS AND CONTINGENCIES

Purchase commitments

In the normal course of business, we enter into purchase commitments for both finished goods inventory and raw materials. At September 29, 2012, we had purchase commitments of $198,832 and believe that we have adequate reserves for any expected losses arising from all purchase commitments.

Litigation

We are a party to various legal actions arising in the ordinary course of business. Based on information presently available to us, we believe that we have adequate legal defenses, reserves or insurance coverage for these actions and that the ultimate outcome of these actions will not have a material adverse effect on our consolidated statements of financial position, results of operations or cash flows.

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MAIDENFORM BRANDS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

(unaudited)

9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	September 29,		December 31,
	2012		2011

Payroll and related benefits (including incentive compensation, vacation, and medical insurance)	$	7,210	$	9,183
Accrued customs duty	3,911		1,845
Accrued other	13,380		13,939
	$	24,501	$	24,967

Other accrued expenses and current liabilities include, among other items, sourcing commitments, freight, professional fees, trade promotions, accrued severance and inventory return accruals.

10. RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2012, the Financial Accounting Standards Board (“FASB”) issued guidance related to testing indefinite-lived intangible assets for impairment. The guidance permits an entity to perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not indefinite-lived intangible assets are impaired. The guidance is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this guidance is not expected to have an impact on our financial position or results of operations.

In September 2011, the FASB issued guidance related to testing goodwill for impairment. The guidance permits an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the two-step goodwill impairment test prescribed under current accounting requirements. Otherwise, the two-step goodwill impairment test is not required. We adopted the guidance effective January 1, 2012. We do not expect the adoption of this guidance to have an impact on our consolidated financial position or results of operations.

In June 2011, the FASB issued guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives: (1) present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income; or (2) in two separate, but consecutive, statements of net income and other comprehensive income. In December 2011, the FASB issued guidance to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this update, which are to be applied retrospectively, are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. We have included such disclosures within this quarterly report.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our financial statements and related notes included elsewhere in this report. This report contains forward-looking statements relating to future events and our future performance within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects” or similar words or phrases, although not all forward-looking statements contain such identifying words. All forward-looking statements included in this report are based on information available to us on the date hereof. It is routine for our internal projections and expectations to change as the year or each quarter in the year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we assume no obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report, particularly in the section captioned “PART II — OTHER INFORMATION, Item 1A — Risk Factors.”

Management Overview

We are a global intimate apparel company with a portfolio of established, well-known brands, top-selling products and an iconic heritage. We design, source and market an extensive range of intimate apparel products, including bras, panties and shapewear. We sell our products through multiple distribution channels, including department stores and national chain stores (including third party distributors and independent stores), mass merchants (including warehouse clubs), other (including specialty retailers, off-price retailers and licensees), our company-operated outlet stores and our websites.

We sell our products under some of the most recognized brands in the intimate apparel industry. Our Maidenform, Control It!, Flexees, Lilyette and Maidenform’s Charmed brands are sold in department stores and national chain stores. Our Bodymates, Inspirations, Self Expressions and Sweet Nothings brands are distributed through mass merchants. These mass merchant brands leverage our product technology, but are separate brands with distinctly different logos. In addition to our owned brands, we also supply private brands to certain retailers, including the Jennifer Lopez brand that launched at Kohl’s during the third quarter of 2012. We also sell the Donna Karan and DKNY licensed brands in the department stores and national chain stores channel, domestically and internationally, as a result of our license agreement. This agreement grants us the rights to design, source and market a full collection of Donna Karan and DKNY women’s intimate apparel products.

Trends in our business

We operate in two segments, wholesale and retail. Our wholesale segment includes both our domestic and international wholesale markets. Our retail segment includes our company-operated outlet stores and our websites.

We have identified near-term opportunities for growth and operational improvements, as well as challenges, including general macro-economic conditions and increased global competition that may affect our customers and our business. In particular, management believes that there are many factors influencing the intimate apparel industry, including but not limited to: consistent demand for foundation garments, consumer demand for innovative and leading brands, sourcing and supply chain efficiencies, continued growth of the mass merchant channel, pressure from retailers brought about by the consolidation in the retail industry, increases in the cost of the raw materials used in intimate apparel products and uncertainty surrounding import restrictions.

We believe we are well-positioned to capitalize on or address these trends by, among other things:

· continuing to launch innovative products and new brands;

· increasing our presence in department stores and national chain stores through the use of Maidenform, Control It!, Flexees, Lilyette and Maidenform’s Charmed brands;

· expanding distribution of our Donna Karan and DKNY licensed brands;

· expanding shapewear awareness;

· increasing our presence in the mass merchant channel through the use of Bodymates, Inspirations, Self Expressions and Sweet Nothings brands;

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· expanding our international presence;

· increasing consumer identification with our brands through further marketing investments;

· marketing, rather than manufacturing our brands, including the introduction of a new brand architecture that will redefine Maidenform as a women’s bodywear company;

· expanding our distribution network to include third party distribution facilities;

· making selective acquisitions, entering into license agreements, and developing and marketing new products that will complement our existing products or distribution channels; and

· merchandising, marketing and selling private brand products to selected retailers.

Wholesale segment

The following trends are among the key variables that will affect our wholesale segment:

Department stores and national chain stores. The department stores and national chain stores are where we generally sell the Maidenform, Control It!, Flexees, Lilyette and Maidenform’s Charmed brands. We plan to continue to invest in increasing our net sales with department store and national chain store customers, which we believe is important to our long-term positioning in the channel. While we have grown our sales in the past several years with department stores and national chain stores, we expect the rate of our future net sales growth to be moderate. We have customers located outside the United States that purchase our Maidenform, Control It!, Flexees, Lilyette and Maidenform’s Charmed brands. The majority of these net sales are included in the department stores and national chain stores channel. In addition to our owned brands, we also supply private brands to certain retailers, including the Jennifer Lopez brand. We also sell the Donna Karan and DKNY brands in this channel, domestically and internationally, as a result of our license agreement. This agreement grants us the rights to design, source and market a full collection of Donna Karan and DKNY women’s intimate apparel products.

Mass merchants. The mass merchant channel includes both mass merchants and warehouse clubs. We intend to improve our penetration with mass merchants through the use of our Bodymates, Inspirations, Self Expressions and Sweet Nothings brands. We have experienced meaningful growth in this channel over the past several years and expect to continue to achieve modest growth in the future as we are able to increase both the floor space and number of doors in which our products are sold, both domestically and internationally. We expect that both our net sales to this channel and our net sales to this channel as a percentage of our total net sales are likely to increase over time. The volume and mix of net sales of our brands in the mass merchant channel can vary from period to period based upon strategic changes that our customers may implement from time to time. Net sales to customers in the mass merchant channel that are located outside the United States are included in this channel.

Other. Net sales from the other channel, include sales to specialty retailers, off-price retailers and royalty income from licensees. We supply private brands to specialty retailers as opportunities present themselves and we continually evaluate this channel for new opportunities. The volume and mix of net sales of private label in the other channel can vary significantly from period to period based upon new product introductions. We expect net sales in this channel to decline in the near future. Net sales to customers in the other channel that are located outside the United States are included in this channel.

We selectively target strategic acquisitions, licensing opportunities or brand start-ups to grow our consumer base and would utilize any acquired companies and licenses to complement our current products, channels and geographic scope. We believe that acquisitions and licenses can enhance our product offerings to retailers and provide growth opportunities. We believe we can leverage our core competencies such as product development, brand management, logistics and marketing to create significant value from the acquired businesses and licenses as we did with the intimate apparel license agreement for the Donna Karan and DKNY brands.

We also generate net sales from licensing our brand names to qualified partners for natural line extensions in the intimate apparel market such as girls bras, swimwear and bra accessories. Licensing royalties account for less than 1% of our total net sales. Our licensed products are sold at department stores, at national chains and mass merchants, at our company-operated outlet stores and through our websites. We believe that we can potentially expand our licensing activities beyond our current offerings.

Retail segment

We believe our retail sales volume is driven by our ability to service our existing consumers and obtain new consumers, as well as overall general macro-economic conditions that can affect our consumers and ultimately their levels of overall spending and choice of retail channel for their purchases. Additionally, identifying optimal retail outlet locations, favorable leasing arrangements, and

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improving our store productivity are factors important to growing our retail segment’s net sales. We also sell our products through our websites, www.maidenform.com and www.maidenform.co.uk. Although we currently do not generate a significant amount of net sales through these sites, we do expect it to continue to grow.

Our objectives in our retail segment are to continue to increase the productivity of our portfolio of stores through effective merchandising and focused advertising, as well as selectively closing less productive locations and potentially opening new stores in more productive locations. Even in those situations where we selectively close less productive outlet stores and do not open a new store in that region, we believe those consumers still purchase many of our Maidenform brands from our other outlet stores, our websites or our wholesale segment customers that carry these brands. Our company-operated outlet stores reduce our dependence on off-price retailers and increase brand awareness through direct-to-consumer sale of our products. We had 76 retail outlet stores as of September 29, 2012 compared to 75 retail outlet stores as of October 1, 2011.

Results of Operations

Included in this presentation are discussions and reconciliations of operating income and net income in accordance with generally accepted accounting principles (“GAAP”) to operating income and net income excluding a litigation settlement. Each of these adjustments was selected because our management uses these non-GAAP measures in discussing and analyzing our results of operations and because we believe the non-GAAP measures provide investors with greater transparency by helping to illustrate the underlying financial and business trends relating to our results of operations, financial condition and comparability between current and prior periods.

	Three Months Ended				Nine Months Ended
	September 29,		October 1,		September 29,		October 1,
	2012		2011		2012		2011
OPERATING DATA: (in millions)
Wholesale sales	$	131.5	$	130.2	$	417.7	$	436.0
Retail sales	18.7		18.0		47.5		45.8
Net sales	150.2		148.2		465.2		481.8
Cost of sales	101.5		100.8		320.0		319.6
Gross profit	48.7		47.4		145.2		162.2
Selling, general and administrative expenses	30.9		31.5		98.6		98.0
Litigation settlement	—		—		—		6.8
Operating income	$	17.8	$	15.9	$	46.6	$	57.4

	As a Percentage of Net Sales
	Three Months Ended				Nine Months Ended
	September 29,		October 1,		September 29,		October 1,
	2012		2011		2012		2011
OPERATING DATA:
Wholesale sales	87.5	%	87.9	%	89.8	%	90.5	%
Retail sales	12.5		12.1		10.2		9.5
Net sales	100.0		100.0		100.0		100.0
Cost of sales	67.6		68.0		68.8		66.3
Gross profit	32.4		32.0		31.2		33.7
Selling, general and administrative expenses	20.5		21.3		21.2		20.4
Litigation settlement	—		—		—		1.4
Operating income	11.9	%	10.7	%	10.0	%	11.9	%

Our net sales are derived from two segments, wholesale and retail. Our net sales within the wholesale segment are grouped by channel, based upon the brands we sell and the customers to whom we sell, as follows: (1) department stores and national chain stores, (2) mass merchants and (3) other.

Our department stores and national chain stores channel (including third party distributors and independent stores) primarily consists of sales of our Maidenform, Control It!, Flexees, Lilyette and Maidenform’s Charmed brands on a worldwide basis to customers within this category. Within the mass merchant channel (including warehouse clubs), we sell brands such as Bodymates, Inspirations,

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Self Expressions and Sweet Nothings that are primarily dedicated to specific customers. These brands are all sold on a worldwide basis to mass merchants and, to a lesser degree, warehouse clubs. Our remaining sales are grouped within a channel designated as other and include private brand products sold to specialty retailers and all brand sales to off-price retail stores on a worldwide basis. In addition, we include licensing income in our other channel.


	Three Months Ended									Nine Months Ended
	September 29,		October 1,		$			%		September 29,		October 1,		$			%
	2012		2011		change			change		2012		2011		change			change
	(in millions)									(in millions)
Department stores and national chain stores	$	64.2	$	59.9	$	4.3		7.2	%	$	193.2	$	193.3	$	(0.1	)	(0.1	)%
Mass merchants	44.8		45.1		(0.3		)	(0.7	)	152.0		159.9		(7.9		)	(4.9	)
Other	22.5		25.2		(2.7		)	(10.7	)	72.5		82.8		(10.3		)	(12.4	)
Total wholesale	131.5		130.2		1.3			1.0		417.7		436.0		(18.3		)	(4.2	)

Retail	18.7		18.0		0.7			3.9		47.5		45.8		1.7			3.7

Total consolidated net sales	$	150.2	$	148.2	$	2.0		1.3	%	$	465.2	$	481.8	$	(16.6	)	(3.4	)%

In addition, our mix of products sold worldwide between bras, shapewear and panties for the three and nine-month periods ended September 29, 2012 and October 1, 2011, respectively, is summarized below:

	Three Months Ended				Nine Months Ended
	September 29,		October 1,		September 29,		October 1,
	2012		2011		2012		2011
Bras	56	%	56	%	57	%	56	%
Shapewear	33		37		35		37
Panties	11		7		8		7
	100	%	100	%	100	%	100	%

Net sales

Consolidated net sales increased by $2.0 million, or 1.3%, from $148.2 million for the three months ended October 1, 2011 to $150.2 million for the three months ended September 29, 2012. Consolidated net sales decreased by $16.6 million, or 3.4%, from $481.8 million for the nine months ended October 1, 2011 to $465.2 million for the nine months ended September 29, 2012.

Wholesale segment net sales increased by $1.3 million, or 1.0%, from $130.2 million for the three months ended October 1, 2011 to $131.5 million for the three months ended September 29, 2012. Total international net sales, which are included in our wholesale segment, increased by $2.5 million, or 17.7%, from $14.1 million for the three months ended October 1, 2011 to $16.6 million for the three months ended September 29, 2012. We benefited from higher sales in Canada and Mexico that more than offset lower sales in most European countries. Our department stores and national chain stores channel net sales increased by $4.3 million, or 7.2%, from $59.9 million for the three months ended October 1, 2011 to $64.2 million for the three months ended September 29, 2012. This increase was led by growth in the bra and pant categories, resulting from replenishment orders and new product launches. Our mass merchant channel net sales decreased by $0.3 million, or 0.7%, from $45.1 million for the three months ended October 1, 2011 to $44.8 million for the three months ended September 29, 2012, resulting from a decline in shipments to a mass customer that was nearly offset by program shipments to a warehouse club. Other channel net sales, which include sales to specialty retailers, off-price retailers and licensing income, decreased by $2.7 million, or 10.7%, from $25.2 million for the three months ended October 1, 2011 to $22.5 million for the three months ended September 29, 2012. This decrease was due primarily from lower sales to a specialty retailer that was partially offset by increased sales to off-price retailers.

Wholesale segment net sales decreased by $18.3 million, or 4.2%, from $436.0 million for the nine months ended October 1, 2011 to $417.7 million for the nine months ended September 29, 2012. Total international net sales increased by $3.8 million, or 8.6%, from $44.1 million for the nine months ended October 1, 2011 to $47.9 million for the nine months ended September 29, 2012, resulting

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from increased sales to major markets, such as Canada, the United Kingdom and Mexico. Partially offsetting these increases were sales decreases in other major markets, such as the Benelux countries and Sweden. Our department stores and national chain stores channel net sales ended relatively unchanged at $193.2 million for the nine months ended September 29, 2012, a reduction of $0.1 million or 0.1% when compared to the same period in 2011. In addition to the reasons mentioned above for the third quarter, we experienced an assortment expansion in 2011 at one of our chain store customers that did not repeat in 2012, and sales declines at a mid-tier department store as it transitions to a new pricing and merchandising strategy. These decreases were partially offset by sales of the Jennifer Lopez brand that shipped for the first time to a chain store customer in the second quarter of 2012. Our mass merchant channel net sales decreased by $7.9 million, or 4.9%, from $159.9 million for the nine months ended October 1, 2011 to $152.0 million for the nine months ended September 29, 2012 resulting from the changes mentioned in the third quarter, along with mixed results with other mass merchant customers. Other channel net sales decreased by $10.3 million, or 12.4%, from $82.8 million for the nine months ended October 1, 2011 to $72.5 million for the nine months ended September 29, 2012 resulting from the reasons mentioned above, along with fewer program sales with off-price retailers.

Net sales in our retail segment increased by $0.7 million, or 3.9%, from $18.0 million for the three months ended October 1, 2011 to $18.7 million for the three months ended September 29, 2012 and increased by $1.7 million, or 3.7%, from $45.8 million for the nine months ended October 1, 2011 to $47.5 million for the nine months ended September 29, 2012. These increases in net sales for the third quarter and nine months ended September 29, 2012 are largely driven by our e-commerce growth. This growth was attributable to increases in the majority of our product categories, most notably the bra category as a result of promotional activities. Same store sales, defined as sales from stores open more than one year, for the three and nine-month periods ended September 29, 2012 increased 0.7% and 0.3%, respectively. Our internet sales increased by $0.6 million, or 35.3%, from $1.7 million for the three months ended October 1, 2011 to $2.3 million for the three months ended September 29, 2012 and increased by $1.9 million, or 38.0%, from $5.0 million for the nine months ended October 1, 2011 to $6.9 million for the nine months ended September 29, 2012.

Gross profit

Consolidated gross profit increased by $1.3 million, or 2.7%, from $47.4 million for the three months ended October 1, 2011 to $48.7 million for the three months ended September 29, 2012. As a percentage of net sales, consolidated gross margins increased by 40 basis points from 32.0% for the three months ended October 1, 2011 to 32.4% for the three months ended September 29, 2012. Consolidated gross profit decreased by $17.0 million, or 10.5%, from $162.2 million for the nine months ended October 1, 2011 to $145.2 million for the nine months ended September 29, 2012. As a percentage of net sales, gross profit decreased by 250 basis points from 33.7% for the nine months ended October 1, 2011 to 31.2% for the nine months ended September 29, 2012.

Gross profit as a percentage of net sales for our wholesale segment increased by 110 basis points from 27.7% for the three months ended October 1, 2011 to 28.8% for the three months ended September 29, 2012. The increase in gross margin was primarily a result of favorable product mix during the quarter. Partially offsetting this increase was the result of a higher mix of sales to off-price retailers. Gross profit as a percentage of net sales for our wholesale segment was 28.0% for the nine months ended September 29, 2012 as compared to 30.8% for the nine months ended October 1, 2011. This decrease of 280 basis points is mainly a result of increased off-price retailer activity to drive inventory productivity and inventory related clearing costs.

Gross profit as a percentage of net sales for our retail segment decreased by 500 basis points from 62.8% for the three months ended October 1, 2011 to 57.8% for the three months ended September 29, 2012, and decreased 150 basis points from 61.1% for the nine months ended October 1, 2011 to 59.6% for the nine months ended September 29, 2012. These decreases in gross profit as a percentage of sales are a result of product mix and promotional activities.

Selling, general and administrative expenses (“SG&A”)

Consolidated SG&A decreased by $0.6 million, or 1.9%, from $31.5 million for the three months ended October 1, 2011 to $30.9 million for the three months ended September 29, 2012. As a percentage of net sales, SG&A decreased from 21.3% for the three months ended October 1, 2011 to 20.5% for the three months ended September 29, 2012. Consolidated SG&A increased by $0.6 million, or 0.6%, from $98.0 million for the nine months ended October 1, 2011 to $98.6 million for the nine months ended September 29, 2012. As a percentage of net sales, SG&A increased from 20.4% for the nine months ended October 1, 2011 to 21.2% for the nine months ended September 29, 2012.

SG&A for our wholesale segment, which includes corporate-related expenses, decreased by $1.3 million, or 5.7%, from $22.9 million for the three months ended October 1, 2011 to $21.6 million for the three months ended September 29, 2012. As a percentage of net

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sales, wholesale segment SG&A decreased from 17.6% for the three months ended October 1, 2011 to 16.4% for the three months ended September 29, 2012. The lower SG&A was primarily due to favorable currency exchange rates particularly in Mexico, the reduction in incentive compensation, and lower professional fees of $3.0 million. Partially offsetting these decreases were startup costs associated with third party distribution on the West Coast and increased payroll and related benefits.

SG&A for our wholesale segment decreased by $1.1 million, or 1.5%, from $72.9 million for the nine months ended October 1, 2011 to $71.8 million for the nine months ended September 29, 2012. The decrease of $1.1 million was a result of the reasons mentioned above. As a percentage of net sales, wholesale segment SG&A increased from 16.7% for the nine months ended October 1, 2011 to 17.2% for the nine months ended September 29, 2012.

Retail SG&A increased by $0.7 million, or 8.1%, from $8.6 million for the three months ended October 1, 2011 to $9.3 million for the three months ended September 29, 2012. Retail SG&A increased by $1.7 million, or 6.8%, from $25.1 million for the nine months ended October 1, 2011 to $26.8 million for the nine months ended September 29, 2012. These increases were primarily the result of increased operating expenses, including costs associated with e-commerce sales promotion activities.

Litigation settlement

We entered into a litigation settlement agreement in August 2011. In connection with the settlement, we paid $6.8 million ($4.1 million after tax).

Operating income

Our consolidated operating income, increased by $1.9 million, or 11.9%, from $15.9 million for the three months ended October 1, 2011 to $17.8 million for the three months ended September 29, 2012 and decreased by $10.8 million, or 18.8%, from $57.4 million for the nine months ended October 1, 2011 to $46.6 million for the nine months ended September 29, 2012.

Continued consolidated operating income for the nine months ended September 29, 2012 decreased $17.6 million, or 27.4%, after excluding the litigation settlement of $6.8 million recorded in the second quarter of last year.

For the foregoing reasons, operating income for our wholesale segment increased by $3.1 million, or 23.5%, from $13.2 million for the three months ended October 1, 2011 to $16.3 million for the three months ended September 29, 2012 and decreased by $9.4 million, or 17.2%, from $54.5 million during the nine months ended October 1, 2011 to $45.1 million during the nine months ended September 29, 2012.

Continued consolidated operating income for our wholesale segment for the nine months ended September 29, 2012 decreased by $16.2 million, or 26.4%, after excluding the litigation settlement of $6.8 million in the second quarter of last year.

Also, for the reasons discussed above, operating income for our retail segment decreased by $1.2 million, or 44.4%, from $2.7 million for the three months ended October 1, 2011 to $1.5 million for the three months ended September 29, 2012 and decreased by $1.4 million, or 48.3%, from $2.9 million during the nine months ended October 1, 2011 to $1.5 million during the nine months ended September 29, 2012.

Interest expense, net

Interest expense, net, for the three months ended September 29, 2012 was $0.3 million compared to $0.2 million for the three months ended October 1, 2011. The average balance of total debt outstanding decreased from $69.6 million for the three months ended October 1, 2011 to $68.5 million for the three months ended September 29, 2012. The average interest rate during the three months ended October 1, 2011 was 1.2% as compared to an average interest rate of 1.3% during the three months ended September 29, 2012.

Interest expense, net, for the nine months ended September 29, 2012 was $0.8 million compared to $0.7 million for the nine months ended October 1, 2011. The average balance of total debt outstanding decreased from $69.9 million for the nine months ended October 1, 2011 to $68.8 million for the nine months ended September 29, 2012. The average interest rate during the nine months ended October 1, 2011 was 1.2% as compared to an average interest rate of 1.3% during the nine months ended September 29, 2012.

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Income tax expense

Our effective income tax rate for the three and nine-month periods ended September 29, 2012 was 38.5% and 38.8%, respectively, as compared to an effective income tax rate for the three and nine-month periods ended October 1, 2011 of 35.0% and 36.0%, respectively. The lower effective income tax rate in the three months ended October 1, 2011 was primarily a result of discrete items recorded, such as the utilization of research and development credits and non-recurring state income tax benefits. The lower effective rate for the nine months ended October 1, 2011 was a result of the discrete items previously mentioned along with a discrete income tax benefit related to a New Jersey tax law change recorded in the second quarter of 2011.

Net income

For the foregoing reasons, our net income increased by $0.6 million, or 5.9%, from $10.2 million for the three months ended October 1, 2011 to $10.8 million for the three months ended September 29, 2012.

Our net income decreased by $8.3 million, or 22.9%, from $36.3 million for the nine months ended October 1, 2011 to $28.0 million for the nine months ended September 29, 2012. Excluding the aforementioned litigation settlement of $4.1 million after tax, or $0.17 EPS, net income decreased by $12.4 million, or 30.7%, from $40.4 million for the nine months ended October 1, 2011 to $28.0 million for the nine months ended September 29, 2012.

Liquidity and Capital Resources

Operating activities. Cash flows provided by operating activities were $11.2 million for the nine months ended September 29, 2012 compared to cash flows used in operating activities of $15.5 million for the nine months ended October 1, 2011. This change was primarily driven by lower uses in cash resulting from reduced working capital needs partially offset by a decrease in net income. The decrease in inventory and accounts payable when compared to the prior year change was the result of supply chain management and controlling the inventory flow from our suppliers. The decrease in accounts receivable when compared to the prior year change is a result of the timing of sales and cash collections.

Investing activities. Cash flows used in investing activities were $4.7 million for the nine months ended September 29, 2012 compared to $4.8 million for the nine months ended October 1, 2011. Cash flows used in investing activities for the nine months ended September 29, 2012 and October 1, 2011 primarily related to information technology upgrades, including the implementation of an enterprise resource planning system which started in 2009 and is being phased in and the implementation of retail systems which were placed into service during the current quarter.

Financing activities. Cash flows used in financing activities were $1.5 million for the nine months ended September 29, 2012 compared to cash flows used in financing activities of $1.7 million for the nine months ended October 1, 2011. The decrease in cash flows used in financing activities was primarily due to the $2.0 million repurchase of our common stock under our stock repurchase program during the first nine months of 2011 that did not repeat during the first nine of 2012 partially offset by lower proceeds from the exercise of equity awards by our employees.

Our stock repurchase program allows us to repurchase our shares from time to time pursuant to existing rules and regulations and other parameters approved by the board of directors. At September 29, 2012, we had $15.6 million remaining available under our stock repurchase program. During the first nine months of 2011, we repurchased $2.0 million of common stock at an average price per share of $26.72.

On March 28, 2012, we entered into the sixth amendment and modification agreement to our credit agreement pursuant to which, among other things, we extended the maturity of our revolving loan by two years to June 15, 2014.

At September 29, 2012 we had $68.2 million outstanding under our term loan, and $0 outstanding under our revolving loan with approximately $49.3 million available for borrowings, after giving effect to $0.7 million of outstanding letters of credit. Principal payments on the term loan are payable in quarterly installments of $0.3 million with all remaining amounts due in 2014. We are

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permitted to voluntarily prepay all or part of the principal balance of the term loan with such prepayments applied to scheduled principal payments in inverse order of their maturity. We were in compliance with all debt covenants at September 29, 2012.

Below is a summary of our actual performance under these financial covenants:

	September 29, 2012 Covenant		December 31, 2011 Covenant

Actual fixed charge coverage ratio (a)	2.29 : 1.00		2.32 : 1.00
Minimum fixed charge coverage ratio required	1.25 : 1.00		1.25 : 1.00

Actual fixed charge coverage ratio (b)	N/A		1.51 : 1.00
Minimum fixed charge coverage ratio required	N/A		0.85 : 1.00

Actual leverage ratio (c)	(0.07) : 1.00		0.03 : 1.00
Maximum leverage ratio permitted	3.25 : 1.00		4.00 : 1.00

Actual leverage ratio (d)	1.31 : 1.00		N/A
Maximum leverage ratio permitted	3.25 : 1.00		N/A

Actual consolidated capital expenditures	$	4,653	$	8,585
Maximum consolidated capital expenditures permitted	$	11,415	$	13,116

(a)	Coverage ratio computed as the ratio of earnings available for fixed charges to fixed charges. Earnings available for fixed charges consist of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) and certain non-cash charges less capital expenditures. Fixed charges consist of consolidated interest expense, scheduled principal payments on our long-term debt, cash taxes paid and permitted restricted junior payments including certain adjustments allowed under our credit facility.
(b)	Coverage ratio computed as the ratio of earnings available for fixed charges to fixed charges. Fixed charges consist of consolidated interest expense, scheduled principal payments on our long-term debt, cash taxes paid and permitted restricted junior payments excluding certain adjustments allowed under our credit facility.
(c)	Leverage ratio computed as the ratio of total net debt to consolidated EBITDA and certain non-cash charges. Total net debt is defined as total long-term debt less total cash and cash equivalents.
(d)	Leverage ratio computed as the ratio of total debt to consolidated EBITDA and certain non-cash charges.

Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

We have various contractual obligations which are recorded as liabilities in our condensed consolidated financial statements. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities in our condensed consolidated financial statements but are required to be disclosed. For example, we are contractually committed to make certain minimum lease payments for the use of property under operating lease agreements.

The following table summarizes our significant contractual obligations and commercial commitments at September 29, 2012 and the future periods in which such obligations are expected to be settled in cash. In addition, the table below reflects the timing of principal and interest payments on outstanding borrowings.

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	Balance of
	fiscal		In fiscal		In fiscal		In fiscal		In fiscal
(in millions)	2012		2013		2014		2015		2016		Thereafter		Total
Long-term debt	$	0.3	$	1.1	$	66.8	$	—	$	—	$	—	$	68.2
Interest on long-term debt (1)	0.2		0.8		0.4		—		—		—		1.4
Obligations under capital lease (2)	0.1		0.2		—		—		—		—		0.3
Operating leases (3)	2.4		6.6		5.1		3.7		2.7		7.8		28.3
Total financial obligations	3.0		8.7		72.3		3.7		2.7		7.8		98.2
Other contractual obligations (4)	1.4		5.8		8.2		7.0		5.3		33.3		61.0
Purchase obligations (5)	127.7		71.1		—		—		—		—		198.8
Total financial obligations and commitments	$	132.1	$	85.6	$	80.5	$	10.7	$	8.0	$	41.1	$	358.0

(1) The interest rate assumed was the rate in effect at September 29, 2012.

(2) Includes amounts classified as interest expense under capital leases.

(3) The operating leases included in the above table consist of minimum rent payments and do not include contingent rent based upon sales volume, or variable costs such as maintenance, insurance or taxes.

(4) Includes amounts classified as royalties, advertising and marketing obligations.

(5) Unconditional purchase obligations are defined as agreements to purchase goods that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. The purchase obligations category above relates to commitments for inventory and raw material purchases. Amounts reflected in our condensed consolidated balance sheets in accounts payable or other current liabilities are excluded from the table above.

At September 29, 2012, our total liabilities for unrecognized tax benefits and related interest and penalties amounted to $3.1 million (before federal and, if applicable, state effect). At September 29, 2012, we also had pension and post-retirement benefit obligations included in other non-current liabilities of $7.7 million and $0.6 million, respectively. These liabilities for unrecognized tax benefits and pension and postretirement benefit obligations have not been included in the schedule of cash contractual obligations above because we cannot make a reasonably reliable estimate of the amount and period of related future payments of these liabilities.

Off-Balance Sheet Arrangements. Our most significant off-balance sheet financing arrangements as of September 29, 2012 are non-cancelable operating lease agreements, primarily for our company-operated outlet stores, our company headquarters and our leased distribution centers located in Shannon, Ireland and Fayetteville, North Carolina. We do not participate in any off-balance sheet arrangements involving unconsolidated subsidiaries that provide financing or potentially expose us to unrecorded financial obligations.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk. We do not believe that we have significant foreign currency transactional exposures. For the three and nine-month periods ended September 29, 2012, $9.6 million and $27.5 million, respectively, of our total net sales were in currencies other than the U.S. dollar. During the three and nine-month periods ended September 29, 2012, our net sales were unfavorably impacted by $0.7 million and $1.9 million, respectively, due to fluctuations in foreign currency exchange rates. Most of our purchases are denominated in U.S. dollars. The impact of a 10% unfavorable change in the exchange rate of the U.S. dollar against the prevailing market rates of the foreign currencies in which we have transactional exposures would be immaterial.

Interest Rate Risk. From time to time, we manage our interest rate risk through the use of interest rate swaps. At September 29, 2012, our debt portfolio was composed of variable-rate debt, with no portion hedged. With respect to our variable-rate debt, a 1% change in interest rates would be immaterial.

Commodity Price Risk. We are subject primarily to commodity price risk arising from fluctuations in the market prices of raw materials used in the garments purchased from our sourcing vendors, if they pass along these increased costs. During the past five years, there has been no significant impact from commodity price fluctuations, and we do not currently use derivative instruments in the management of these risks. On a going-forward basis, fluctuations in crude oil prices or petroleum based product prices may also influence the prices of the related items such as chemicals, dyestuffs, man-made fibers and foam, and transportation costs. Raw material price increases could increase our cost of sales and decrease our profitability unless we are able to pass our higher costs on to our customers.

Inflation Risk. We are affected by inflation and changing prices from our suppliers primarily through the cost of raw materials, increased operating costs and expenses, and fluctuations in interest rates. The effects of inflation on our net sales and operations have not been material in recent years. Although, we do not believe that inflation risk is material to our business or our consolidated financial position, results of operations or cash flows, we cannot assure that changes in inflation will not have an impact. In the future, volatile crude oil and gasoline prices may impact our product and freight costs, consumer confidence and disposable income.

Seasonality. We have not experienced any significant seasonal fluctuations in our net sales or our profitability.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective as of September 29, 2012 to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and to ensure that information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls over Financial Reporting.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during our fiscal quarter ended September 29, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to various legal actions arising in the ordinary course of business. Based on information presently available to us, we believe that we have adequate legal defenses, reserves and/or insurance coverage for these actions and that the ultimate outcome of these actions will not have a material adverse effect on our consolidated statements of financial position, results of operations or cash flows.

Item 1A. Risk Factors

Risks that could have a negative impact on our business, results of operations and financial condition include: our growth cannot be assured and any growth may be unprofitable; potential fluctuations in our results of operations or rate of growth; our dependence on a limited number of customers; we have larger competitors with greater resources; retail trends in the intimate apparel industry, including consolidation and continued growth in the development of private brands, resulting in downward pressure on prices, reduced floor space and other harmful changes; failure to anticipate, identify or promptly react to changing trends, styles, or consumer preferences; any problems at our or our third party distribution centers; our credit agreement could limit our ability to obtain additional financing and restrict our growth opportunities; external events may disrupt our supply chain, result in increased cost of goods or an inability to deliver our products; events which result in difficulty in procuring or producing products on a cost-effective basis; disputes with third parties for infringement or misappropriation of their proprietary rights; increases in the prices of raw materials; changing international trade regulation, including as it relates to the imposition or elimination of quotas on imports of textiles and apparel; foreign currency exposure; the sufficiency of cash to fund operations and capital expenditures; and the influence of adverse changes in general economic conditions. This list is intended to identify only certain of the principal factors that could have a material and adverse impact on our business, results of operations and financial condition. A more detailed description of each of these and other important risk factors can be found under the caption “Risk Factors” in our most recent Form 10-K, filed with the Securities and Exchange Commission on March 9, 2012.

There are no material changes to the risk factors described in the Form 10-K filed on March 9, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

31.1		Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		Interactive data files: (i) Condensed Consolidated Balance Sheets at September 29, 2012 and December 31, 2011, (ii) Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 29, 2012 and October 1,

	MAIDENFORM BRANDS, INC.
	(Registrant)


Date: November 7, 2012	By:	/s/ Christopher W. Vieth
		Name: Christopher W. Vieth
		Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer (principal financial officer)

		PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at September 29, 2012 and December 31, 2011		2

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 29, 2012 and October 1, 2011		3

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 29, 2012 and October 1, 2011		4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 29, 2012 and October 1, 2011		5

Notes to the Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3. Quantitative and Qualitative Disclosures About Market Risk		21

Item 4. Controls and Procedures		21

PART II - OTHER INFORMATION

Item1. Legal Proceedings		22

Item1A. Risk Factors		22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 3. Defaults Upon Senior Securities		22

Item 4. Mine Safety Disclosures		22

Item 5. Other Information		22

Item 6. Exhibits		22