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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K



ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For The Fiscal Year Ended January 1, 2011ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from             to


Commission File Number: 001-32568



MAIDENFORM BRANDS, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

06-1724014(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)



SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class

Name of each exchange on which registeredCommon stock, par value $0.01 per share

New York Stock Exchange


SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities
Act.    Yes o        No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act.    Yes o        No ý

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 ý        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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files).    Yes o        No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ý

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 "accelerated filer", "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o        No ý

As of February 25, 2011, there were 23,374,749 shares of the registrant's common stock, par value $0.01 per share, outstanding.

The
aggregate market value of the shares of common stock held by non-affiliates of the registrant as of July 2, 2010 (the last business day of the registrant's most
recently completed second fiscal quarter) was approximately $403.6 million computed by reference to the closing price on the New York Stock Exchange on that date. All executive officers,
directors and holders of 10% or more of the outstanding common stock of the registrant on that date have been deemed, solely for the purposes of the foregoing calculation, to be "affiliates" of the
registrant. The registrant had 23,053,403 shares of common stock, 3,045,498 of which were held by affiliates, outstanding on that date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the 2010 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of
Part III of this Form 10-K.



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MAIDENFORM BRANDS, INC.  INDEX TO ANNUAL REPORT ON FORM 10-K  FOR THE FISCAL YEAR ENDED JANUARY 1, 2011



PAGEPART IItem 1:

Business


1Item 1A:

Risk Factors


8Item 1B:

Unresolved Staff Comments


21Item 2:

Properties


22Item 3:

Legal Proceedings


22Item 4:

(Removed and Reserved)


22PART IIItem 5:

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


23Item 6:

Selected Financial Data


26Item 7:

Management's Discussion and Analysis of Financial Condition and Results of Operations


28Item 7A:

Quantitative and Qualitative Disclosures about Market Risk


44Item 8:

Financial Statements and Supplementary Data


45Item 9:

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure


80Item 9A:

Controls and Procedures


80Item 9B:

Other Information


80PART IIIItem 10:

Directors, Executive Officers and Corporate Governance


81Item 11:

Executive Compensation


81Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters


81Item 13:

Certain Relationships and Related Transactions, and Director
Independence


82Item 14:

Principal Accountant Fees and Services


82PART IVItem 15:

Exhibits and Financial Statement Schedules


83


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Forward-Looking Statements

STATEMENTS IN THIS REPORT ABOUT MAIDENFORM BRANDS, INC. THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS BASED ON OUR
CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT US AND OUR INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL FUTURE EVENTS OR
RESULTS TO DIFFER MATERIALLY FROM SUCH STATEMENTS. ANY SUCH FORWARD-LOOKING STATEMENTS ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
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 ARE UNDER NO OBLIGATION TO INFORM YOU IF THEY DO. 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 IN
ITEM 1A., "RISK FACTORS."

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Part I



ITEM 1. BUSINESS

Throughout this Annual Report on Form 10-K, we refer to various trademarks, service marks and trade names that we use
in our business. Maidenform®, Bodymates®, Control
It!®, Custom Lift®, Fat Free Dressing®,
Flexees®, Inspirations®,
Lilyette®, Luleh®, Maidenform's
Charmed®,Self Expressions®and Sweet
Nothings®are some of our registered trademarks. We also have a number of other registered service marks, trademarks, service mark
applications and trademark applications related to our products that we refer to throughout this Annual Report on Form 10-K. This Annual Report on Form 10-K also
contains trademarks and service marks of other organizations and entities which are the property of their respective holders.

OVERVIEW

Our company, Maidenform Brands, Inc., is 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, mass merchants (including warehouse clubs), other (including specialty retailers, off-price
retailers, foreign distributors and licensees), our company-operated outlet stores, kiosks and carts, and our websites. During 2010, approximately 42% of our net sales were to department stores and
national chain stores, 28% were to mass merchants, 20% were to other retail channels, and 10% were through our company-operated outlet stores, kiosks and carts and websites. During our
88-year history, we believe we have built strong equity for our brands and established a platform for growth through a combination of innovative, first-to-market
designs and creative advertising campaigns focused on increasing brand awareness with generations of women.

Throughout
the last six years, we have increased our net sales and profitability by introducing innovative new products, marketing our brands, and expanding our multi-brand, multi-channel distribution
model. As a result of these efforts, our net sales have grown from $382.2 million in 2005 to $556.7 million in 2010, representing a compound annual growth rate of 7.8%.

PRODUCTS AND BRANDS

We sell a broad range of intimate apparel products including bras, panties and shapewear under the following brands:

Maidenform

We sell a collection of bras, panties and shapewear under the Maidenform brand primarily at department stores, national chain stores and our company-operated outlet stores and
websites. Maidenform bras are best described as "everyday comfort" bras with excellent fit, feminine styling and consumer-friendly technology, offering women the perfect combination of style and
function. The target consumer for Maidenform branded products are women between the ages of 25 and 65 with a career or active lifestyle, a sense of style, and an appreciation of how a comfortable,
fit-flexible bra can improve the way they look in clothes.

Flexees

Flexees is a collection of shapewear products sold primarily at department stores, national chain stores and our company-operated outlet stores and websites. Shapewear products
create a more slimmed and toned appearance. Examples of shapewear include high leg briefs, full briefs, waist nipper briefs, waist nippers, body briefers, control slips and control camisoles. Most
Flexees products serve as an under layer for all types of clothing, offering women comfort and flexibility while slimming and shaping. Flexees' Fat Free Dressing products are meant to be worn alone or
under clothing and include tank tops, shrugs, leggings, boy shorts and dresses. Flexees products are designed with shape defining properties to provide a range of control from firm to lighter control.
The target consumers of our Flexees products are women between the ages of 25 and 65.

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Lilyette

Lilyette is a collection of bras for the full-figured woman sold primarily in department stores and national chains and our company-operated outlet stores and
websites. Lilyette bras are targeted at full-figured women between the ages of 25 and 65, and are typically offered in cup sizes of C and larger.

Other brands



DISTRIBUTION CHANNELS

Our diversified brand and product portfolio allows us to target a variety of channels and price points without causing channel conflict. We operate in two
segments, wholesale and retail. Our wholesale segment includes domestic wholesale distribution, international distribution and licensing. Our retail segment includes our company-operated outlet
stores, kiosks and carts, and our websites. In 2010, we derived approximately 90% of our net sales from our wholesale segment and approximately 10% of our net sales from our retail segment. See
Note 17, "Segment Information," to the audited consolidated financial statements for financial information related to these segments, as well as financial information by geographic area.

Our
mix of products sold worldwide is summarized below:

2010

2009

2008(1)Bras


61
%

63
%

60
%Shapewear


33


31


32Panties


6


6


8100
%

100
%

100
%


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Domestic wholesale distribution

We enjoy longstanding relationships with industry-leading customers in our wholesale channel. Our major wholesale customers include Belk, Costco, JCPenney, Kohl's, Macy's,
Marmaxx, Target and Wal-Mart. In 2010, net sales from our ten largest customers

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totaled
$396.0 million, or 71.1% of total net sales, and 79.2% of our total wholesale net sales. Wal-Mart and Kohl's each accounted for more than 10% of our net sales in 2010 and
2009. Kohl's, Wal-Mart and Macy's each accounted for more than 10% of our net sales in 2008.

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 Luleh brands. We plan to continue to invest in increasing our net sales with department store customers, which we believe is important to our long-term
positioning in the channel. There has been a growing trend toward consolidation of department stores. We expect the rate of our future net sales growth with department stores to be moderated by the
reduction in both the number of department store customers and the number of doors (distinct locations operated by a particular retailer) operated by these customers. We have customers located outside
the United States that purchase our Maidenform, Control It!, Flexees, Lilyette and Luleh brands. The majority of these net sales to these customers are included in the department stores and national
chain stores channel. We also sell the Donna Karan and DKNY brands in this channel, domestically and internationally, as a result of our license agreement with Donna Karan International. 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 in this
channel through the use of Bodymates, Inspirations, Self Expressions and Sweet Nothings. We have experienced meaningful growth in this channel over the past several years and expect to achieve
meaningful 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 this channel include sales to specialty retailers, off-price retailers, foreign distributors and royalty
income from licensees. We participate in private brands in the specialty retailer area as opportunities present themselves and we continually evaluate this channel for opportunities.

We
will selectively target strategic acquisitions, licensing opportunities or brand start-ups to grow our consumer base and would utilize the 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, 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.

Domestic retail distribution

Company-operated outlet stores.We currently operate 73 outlet stores and eight kiosks and carts through which we primarily sell our
branded products. In addition, we sell products such as sleepwear, bra accessories and girls bras under the Maidenform label which we purchase from our licensees and other third-party vendors. We
regularly review our real-estate portfolio in order to optimize our store base. Our company-operated outlet stores reduce our dependence on off-price retailers, and increase
brand awareness through direct-to-consumer sales of our products. Our retail stores also provide us with a unique opportunity to test consumer response to new products in an
environment entirely within our control. Our company-operated outlet stores and kiosks and carts have an average footprint size of approximately 2,400 and 135 square feet, respectively.

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The
following table highlights the number of outlet stores opened and closed since the beginning of 2008:

2010

2009

2008Beginning fiscal year


73


78


78Open


2


1


5Closed


(2
)

(6
)

(5
)Ending fiscal year


73


73


78


Our websites.Our websites are designed to heighten brand awareness and serve as a channel for our products to be sold directly to
consumers.

MERCHANDISING AND DESIGN

We continue to focus on innovation across all product lines. Our new product designs are typically conceived by our merchandising teams, which are generally
organized by channel (e.g., department stores and national chains or mass merchants) and brands.

Our
design and merchandising teams collaborate to develop broad new product concepts that reflect women's changing tastes, new fabric improvements and manufacturing innovations. In addition, the
merchandising team for each channel works independently to interpret the broad new product concepts into the price points specific to such channel. We also have research and development personnel who
assist in this stage of development by developing new technologies and meeting with our manufacturers and other component suppliers to review their new technologies. Once the new product concepts are
created, our designers develop the detailing and work with our sourcing partners to generate a prototype. Our product and cost engineers work with these new products and sourcing partners to ensure
product fit and quality that consistently meets our stringent specifications prior to being manufactured, as well as to ensure products are made in a cost-efficient manner. To further
assist these teams, we operate a materials laboratory in Hong Kong.

Our
design personnel and research and development team operate as a shared resource available to all merchandising teams.

SALES

Our wholesale customers are served by sales representatives who are generally assigned to specific customers. Existing and potential customers view our latest
product lines and place orders during marketing periods that take place four times a year. Throughout the year, the majority of our products are continuously ordered on a replenishment basis,
typically at weekly intervals. In addition, most of our customers order new styles, products or colors in advance in order to ensure sufficient quantities.

Whenever
possible, we use Electronic Data Interchange Programs ("EDI"), which permits us to receive purchase orders electronically from customers and, in some cases, to transmit invoices
electronically to customers.

MARKETING

Our marketing team operates as a shared resource across channels to maximize productivity and creativity. We focus our advertising and promotional spending on
brand and/or product specific advertising, primarily through point-of-sale product displays, visuals and individual in-store promotions. We also spend a significant
portion of our advertising budget on cooperative advertising, which is our contribution to retailer-produced advertising. In all of our advertising, we strive to present a consistent image of the
Maidenform brand. We place significant marketing emphasis on the Maidenform brand, and believe that development of the Maidenform brand has additional positive effects on our other brands, including,
but not limited to, Bodymates, Control It!, Flexees, Inspirations, Luleh, Self Expressions and Sweet Nothings.

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The
Flexees and Lilyette brands are supported more directly at point-of-sale as the consumer for these brands typically has more specialized needs and tends to be driven to
purchase our products based on practical product features as well as brand image. Informative hangtags highlighting product benefits and features are the most effective means of communication to this
consumer.

In
addition, our license agreement for the Donna Karan and DKNY trademarks requires us to spend a specified percentage of our net sales on advertising and promotion for these licensed products.

COMPETITION

The intimate apparel industry is highly competitive. We believe, however, that our combination of brand strength, size, design capability and operational
expertise position us well against our competitors. Competition is generally based upon product quality, brand name recognition, price, selection, customer service and purchasing convenience. Our
primary competitors include Aerie by American Eagle, Cupid Foundations, Inc., Gap Inc., Fruit of the Loom, Inc., Hanesbrands, Inc., Jockey International, Inc., the
Lane Bryant division of Charming Shoppes, Inc., the Soma division of Chico's, Inc., Spanx, Triumph International, the Victoria's Secret division of Limited Brands, Inc., Wacoal
Corp. and The Warnaco Group, Inc. Additionally, department stores and national chain stores, specialty retailers and other retailers, including our customers, have significant private label
product offerings that compete with us. Because of the highly fragmented nature of the industry, we also compete with many small manufacturers and retailers. Some of our competitors are much larger
than us and have greater resources than we do.

Our
competitive strengths include our well-known brands, our multi-channel distribution model, our innovation and marketing strategies.

GLOBAL SOURCING NETWORK

Our products are comprised of raw materials which consist principally of synthetic and cotton-synthetic blends of fabrics and yarns. Raw materials are generally
available from multiple sources. Historically, neither we, nor, to our knowledge, any of our third-party contractors, have experienced any significant shortage of raw materials.

Substantially
all of our products sold in North America and Europe are imported and are subject to various customs laws. See "Government Regulation". We seek to maintain a balanced portfolio of
sourcing countries and factories worldwide to ensure continuity in supply of product.

All
of our products are produced by third-party suppliers. Sourcing from third-party manufacturers allows us to maximize production flexibility while avoiding significant capital expenditures,
work-in-process inventory buildups and the costs of managing a large production work force. We have significant experience in sourcing products from the
Asia-Pacific region, with expertise that includes the ability to evaluate vendors, familiarity with foreign supply sources, and experience with sourcing logistics particular to the
Asia-Pacific region. We regularly inspect products manufactured by our suppliers to ensure that they meet our quality and production standards.

We
monitor all of our contracted production facilities to ensure their continued human rights and labor compliance and adherence to all applicable laws and our own business partner manufacturing
guidelines. All suppliers are required by us to execute an acknowledgment confirming their obligation to comply with our guidelines.

In
addition, we have engaged third-party labor compliance auditing companies to monitor our contractors' facilities. These auditing companies periodically audit all our foreign and domestic
contractors' payroll records, age certificates, compliance with local labor laws, security procedures and compliance with our business partner manufacturing guidelines. These auditing companies also
conduct unannounced visits, surveillance and random interviews with contractors, employees and supervisors.

Our
sourcing network consists of approximately 36 vendors located in approximately 10 countries. We believe that our sourcing arrangements are sufficient to meet our current operating requirements and
provide capacity for growth.

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DISTRIBUTION

We distribute a substantial portion of our products through owned and leased facilities. Our principal distribution facilities are located in Fayetteville,
North Carolina and Shannon, Ireland. See Item 2, "Properties", below. We also distribute products through a third-party distribution facility located in Mexico.

ENVIRONMENTAL MATTERS

We are subject to various international, federal, state and local laws and regulations that govern activities, operations and products that may have adverse
environmental, health and safety effects. Noncompliance with these laws and regulations can result in significant liabilities, penalties and costs. Compliance with environmental laws and regulations
historically has not had a material impact on our operations, and we are not aware of any proposed regulations that could trigger significant costs or capital expenditures in order to comply. There
can be no assurance, however, that future compliance with such laws and regulations will not have a material adverse effect on our operations. While we believe that we do not face any environmental
issues that would have a material adverse impact on our financial position, operations or results of operations, current environmental requirements may change or become more stringent, unforeseen
environmental incidents may occur, or environmental conditions may be discovered on our properties or in connection with our operations, any of which could have a material adverse effect on our
financial position, operations or results of operations.

TRADEMARKS, COPYRIGHTS, LICENSING AGREEMENTS AND PATENTS

We own a portfolio of highly recognized trademarks and trade names, including Maidenform, Bodymates, Control It!, Flexees, Inspirations, Lilyette, Luleh, Self
Expressions and Sweet Nothings. We also own copyrights. These intellectual property rights are important to our marketing efforts. Our owned brands are protected by registration or otherwise in the
United States and most other markets where our brands are sold. These intellectual property rights are enforced and protected from time to time by litigation.

Each
trademark registration in the United States has a duration of ten years and is subject to an indefinite number of renewals for a like period upon appropriate application. The duration of
proprietary rights in trademarks, service marks and trade names in the United States, whether registered or not, is predicated on our continued use. Trademarks registered outside of the United States
have a duration of between seven and fourteen years depending upon the jurisdiction and are also generally subject to an indefinite number of renewals for a like period upon appropriate application.
We are using all of our material marks. Maidenform, Bodymates, Control It!, Flexees, Inspirations, Lilyette, Luleh, Self Expressions and Sweet Nothings are some of the trademarks that we have
registered with the U.S. Patent and Trademark Office and analogous agencies in a number of other markets where our brands are sold. We have renewed the registrations (or applied for variant forms of
the registration, where appropriate, to ensure continued protection) of our material registered trademarks. We plan to continue to use all of our material brand names and marks and to renew the
registrations of all of our material registered trademarks so long as we continue to use them. We have granted licenses to other parties to manufacture and sell specified products under our trademarks
in specified distribution channels and geographic areas. Some of these license agreements contain minimum annual licensing and advertising commitments. Some are for a short term and may not contain
specific renewal options. Other than Donna Karan and DKNY, we do not license from third parties any trademarks that are material to our business.

We
also rely in part on patents to protect our intellectual property. As of February 15, 2011, we had four issued patents. These issued patents are scheduled to expire between 2024 and 2028.
Additionally, we have seven patent applications pending in the United States. Outside the United States we have one issued patent and 15 patent applications pending. We cannot assure you that our
pending patent applications, or any future applications will be approved. Further, we cannot assure you that any issued patents will provide us with significant intellectual property protection or
competitive advantages, that they will not be challenged by third parties, or that the patents of others will not have an adverse effect on our ability to do business. In addition, we cannot assure
you that others will not independently develop similar products, duplicate our products or design around any patents that may be issued to us.

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GOVERNMENT REGULATION

We are subject to federal, state and local laws and regulations affecting our business, including those promulgated under the Occupational Safety and Health
Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the rules and regulations of the Consumer Products Safety Commission and various
environmental laws and regulations. Our international businesses are subject to similar regulations in the countries where we operate. We believe that we are in compliance in all material respects
with all applicable governmental regulations.

Our
operations are also subject to various international trade agreements and regulations such as the North American Free Trade Agreement, the Central American Free Trade Agreement, the
Israel & Jordan Free Trade Agreement and the Caribbean Basin Trade Partnership Act and the activities and regulations of the World Trade Organization. We believe that these trade agreements
generally benefit our business by reducing or eliminating the duties and/or quotas assessed on
products manufactured in a particular country; however, the elimination of quotas with respect to certain countries could adversely affect us as a result of increased competition from such countries.
In addition, trade agreements can also impose requirements that negatively affect our business, such as limiting the countries from which we can purchase raw materials and setting quotas on products
that may be imported from a particular country. We monitor trade-related matters pending with the U.S. government for potential positive or negative effects on our operations.

EMPLOYEES

As of January 1, 2011, we had approximately 1,175 employees. We consider our relationships with our employees to be satisfactory and have not experienced
any significant interruptions of operations due to labor disagreements. Our union employees are represented by Worker's United and Local 153 of OPEIU. Our union contract with Worker's United, which
covers approximately 238 employees at our Fayetteville, North Carolina and Iselin, New Jersey locations, expires in 2012. Our union contract with OPEIU, which covers approximately 13 clerical
employees at our headquarters in Iselin, New Jersey, expires in 2012.

AVAILABLE INFORMATION

Our investor relations website can be accessed atwww.maidenformbrands.com.There, we make available, free of
charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports,
proxy statements, directors and officer reports on Form 3, Form 4 and Form 5, and amendments to these reports, as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange Commission ("SEC"). The information found on, or that can be accessed through, our website is not part of this or any other report we file
with or furnish to the SEC. Further, a copy of this Annual Report on Form 10-K is located at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.
Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains
reports, proxy and information statements and other information regarding our filings at www.sec.gov. We also make available on our website the Maidenform Brands, Inc. Code of Ethics and
Conduct, our Corporate Governance Guidelines, and the charters for the Audit, Compensation and Nominating and Corporate Governance Committees of the Board of Directors. You may also obtain copies of
these reports and documents, free of charge, by writing to Maidenform Brands, Inc., 485F US Highway 1 South, Iselin, New Jersey 08830.

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ITEM 1A. RISK FACTORS

Risks Related to Our Business and Our Industry

The worldwide apparel industry may continue to be harmed by the current global economic downturn.

The apparel industry is highly cyclical and heavily dependent upon the overall level of consumer spending. Purchases of apparel and related goods tend to be highly correlated
with changes in the disposable income of consumers. Consumer spending depends on a number of factors, including actual and perceived economic conditions, including spending for our products,
unemployment, wage rates, salary levels, interest rates, availability of credit and tax rates in the general economy and in the international, regional and local markets where our products are sold.
Our wholesale customers may anticipate and respond to adverse changes in economic conditions and uncertainty by reducing inventories and canceling orders. Furthermore, in such circumstances, our
customers may encounter difficulties in other apparel categories or their non-apparel businesses that may cause them to change their strategy with respect to intimate apparel. We cannot
reliably predict the extent to which current economic conditions will affect our business. A prolonged economic downturn, in the U.S. or globally, could lead to reduced consumer demand for our
products and could have a material adverse effect on our business, financial condition and results of operations.

We cannot assure you that we will grow profitably.

Our efforts to generate future growth in net sales might not result in increased net sales, higher margins or continued profitability. To the extent that net sales do not grow
at anticipated rates, that increases in operating expenses precede or are not subsequently followed by commensurate increases in net sales, or that we are unable to adjust operating expense levels
accordingly, our business, results of operations and financial condition could be materially and adversely affected.

If we experience fluctuations in our results of operations and rate of growth and fail to meet net  sales and earnings expectations, our stock price may decline rapidly and without advance notice.

We base our current and future expense levels and our investment plans on estimates of our future net sales, our future estimated gross margins and our future rate of growth.
Our actual results may vary significantly from these estimates. We expect that our expenses will generally increase in the future, but may fluctuate from period to period. We may not be able to adjust
our spending quickly enough if our net sales fall short of our expectations or our gross margins erode.

A
new product introduction by us may result in higher growth in our net sales in the quarter in which the product is introduced as compared to subsequent quarters when the customer is
re-stocking the item rather than stocking it for the first time.

Our
results of operations have fluctuated and may fluctuate on a quarterly basis, which could result in decreases in our stock price. We believe that period to period comparisons of our results of
operations may not be meaningful and should not be relied upon as an indication of future performance.

We depend on a limited number of customers for a significant portion of our sales, and our financial  success is linked to the success of our customers, our customers' commitment to our products and our ability to
satisfy and retain our customers. Some of our customers have experienced financial  difficulties during the past several years.

We depend on a limited number of customers for a significant portion of our sales. Net sales from our ten largest customers totaled 71.1%, 70.2% and 67.4% of our total net
sales during 2010, 2009 and 2008, respectively. We expect that these customers will continue to represent a significant portion of our net sales in the future. Two customers, Wal-Mart and
Kohl's, each accounted for more than 10% of our net sales in 2010 and 2009. Three customers, Kohl's, Wal-Mart and Macy's, each accounted for more than 10% of our net sales in 2008. We do
not have long-term contracts with any of our customers, as sales to retailers are generally made on an order-by-order basis. Instead, we rely on
long-standing relationships and on our position in the

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marketplace.
As a result, we face the risk that one or more of our major customers may significantly decrease its or their business with us or terminate its or their relationship with us. Any such
decrease or termination of our major customers' business could result in a material decrease in our sales and operating results.

If
we cannot fill customers' orders on time, orders may be cancelled and relationships with customers may suffer, which could have an adverse effect on us. Furthermore, if any of our customers
experiences a significant downturn in its business, in particular due to the current global economic downturn, or fails to remain committed to our products or brands, the customer may reduce or
discontinue purchases from us. The loss of a customer or a reduction in the amount of our products purchased by one or more of our customers could have a material adverse effect on our business,
results of operations or financial condition.

During
the past several years, various retailers, including some of our customers, have experienced significant changes and difficulties, including reduced access to capital, higher cost of capital,
restructurings, bankruptcies and liquidations. These and other financial problems experienced by some of our customers, as well as general weakness in the retail environment, increase the risk of
extending credit to these customers. A significant adverse change in a customer relationship or in a customer's financial position could cause us to limit or discontinue business with that customer,
require us to assume more credit risk relating to that customer's receivables or limit our ability to collect amounts related to previous purchases by that customer, all of which could have a material
adverse effect on our business, results of operations or financial condition.

We operate in a highly competitive market, and the size and resources of some of our competitors may  allow them to compete more effectively than we can, resulting in a loss of market share and, as a result, a decrease
in net sales and profitability.

The intimate apparel industry is highly competitive. Competition is generally based upon product quality, brand name recognition, price, selection, service and purchasing
convenience. Both branded and private brand manufacturers compete in the intimate apparel industry. Our primary competitors include Aerie by American Eagle, Cupid Foundations Inc.,
Gap Inc., Fruit of the Loom, Inc. Hanesbrands, Inc., Jockey International, Inc., the Lane Bryant division of Charming Shoppes, Inc., the Soma division of
Chico's, Inc., Spanx, Triumph International, the Victoria's Secret division of Limited Brands, Inc., Wacoal Corp., and The Warnaco Group, Inc. Because of the highly fragmented
nature of the balance of the industry, both domestically and internationally, we also compete with many small manufacturers and retailers. Additionally, department stores, specialty retailers and
other retailers, including our customers, have significant private brand product offerings that compete with us, and these retailers may choose to source these private brand product offerings directly
from third-party manufacturers.

Many
of our competitors have significantly greater financial, marketing and other resources, broader product lines outside of intimate apparel and a larger customer base than we have. As a result,
these competitors may be able to:



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The
elimination of quotas and other trade barriers could increase competition further, as barriers to entry into the industry are reduced.

We
might not be able to compete successfully with these or new competitors in the future. If we fail to compete successfully, our market share and results of operations would be materially and
adversely affected.

Retail trends could result in increased downward pressure on our prices, reduced floor space for our  products and other changes that could be harmful to our business.

There has been a trend toward retailer consolidation and, as a result, we increasingly sell our products to a reduced number of customers. As a result of this consolidation, we
have observed an increased centralization of buying decisions and greater negotiating power by such retailers. Policy changes by our customers, such as reductions in inventory levels, limitations on
access to display space, development of private brands and other changes by customers, could result in lower net sales and lower gross margins for us. These consolidations in the retail industry, as
well as further consolidations that may occur in the future, could result in price and other competition that could damage our business. Additionally, as
our customers grow larger, they may increasingly require us to provide them with our products on an exclusive basis, which would cause an increase in the number of SKUs we must carry, and,
consequently, our inventory levels and working capital requirements could increase. The potential impact of these types of policy changes by our customers has been amplified by the recent
consolidation of retailers, as each retailer now represents a greater portion of our net sales.

The intimate apparel industry is subject to pricing pressures that may cause us to lower the prices  we charge for our products.

Average prices in the intimate apparel industry have generally declined in the past couple of years, primarily as a result of the growth of the mass merchant channel of
distribution, increased competition, consolidation in the retail industry and a promotional retail environment.

To
remain competitive, we must adjust our prices from time to time in response to these industry-wide pricing pressures. Many of our competitors source their product requirements, as we
do, from lesser-developed countries to achieve lower operating costs. Our competitors may possibly source from regions with lower costs than those of our sourcing partners and those competitors may
apply such additional cost savings to further reduce prices.

Moreover,
increased customer demands for markdown allowances, incentives and other forms of economic support reduce our gross margins and affect our profitability. Our financial performance may be
negatively affected by these pricing pressures if we are forced to reduce our prices without being able to correspondingly reduce our costs for finished goods or if our costs for finished goods
increase and we cannot increase our prices.

We may not be able to keep pace with constantly changing fashion trends, and if we misjudge consumer  preferences, the image of one or more of our brands may suffer and the demand for our products may decrease.

Our success depends, in part, on management's ability to anticipate and respond effectively to rapidly changing fashion trends and consumer tastes and to translate market
trends into appropriate, saleable product offerings. If we are unable to anticipate, identify or react to changing styles or trends and misjudge the market for our products or any new product lines,
our sales may be lower and we may be faced with a significant amount of unsold finished goods inventory. In response, we may be forced to increase our marketing promotions, to provide markdown
allowances to our customers, or to liquidate excess merchandise, any of which could have a material adverse effect on our net sales and profitability. Our brand image may also suffer if customers
believe that we are no longer able to offer innovative products, respond to the latest fashion trends or maintain the quality of our products.

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We
strive to develop and introduce new product offerings to address changing fashion trends and new markets. In 2010, we introduced a new collection of bras and panties, under our Maidenform's Charmed
brand, targeting junior consumers between the ages of 16 to 22. Developing new products is expensive, and new product launches may not be successful. If new products fail to meet expectations, we may
decide to discontinue those products, in which case we will lose the investment we made in developing and launching those products.

Even
if we are able to anticipate and respond effectively to changing fashion trends and consumer preferences, our competitors may quickly duplicate or imitate one or more aspects of our products,
promotions, advertising, brand image and business processes, whether or not they are protected under applicable intellectual property law, which may materially reduce our sales and profitability.

Our customers may decide to discontinue carrying one or more of our brands or product lines in their  stores if the brand or product line does not generate sufficient retail sales.

Retailers have in the past sought, and may in the future seek, to consolidate their product offerings and reduce the number of overlapping products they carry in an effort to
reduce their inventory and other costs. In doing so, retailers may decide not to purchase one or more of our brands or product lines if that brand or product line does not generate sufficient retail
sales and profits for the retailer. The decision by any one of our major customers to stop selling one or more of our brands or product lines may result in other retailers following suit. Even if
other retailers do not stop selling the brand or product line, the loss of economies of scale may make it less profitable for us to continue selling the brand or product line. We may ultimately be
required to discontinue selling that brand or product line, which may have a material adverse effect on our net sales and profitability. They may also decide that private brands should be a larger
percentage of their total business and that could also impact our profitability.

We may have disputes with, or be sued by, third parties for infringement or misappropriation of their  proprietary rights, which could have a negative impact on our business.

Other parties have asserted in the past, and may assert in the future, claims with respect to trademark, patent, copyright or other intellectual property rights that are
important to our business. Other parties might seek to block the use of, or seek monetary damages or other remedies for the prior use of, our trademarks or other intellectual property or the sale
of our products as a violation of their trademark, patent or other proprietary rights. Most recently, on March 2, 2010, we filed suit against Times Three Clothier, LLC ("Times Three") in
the U.S. District Court for the Southern District of New York, seeking a declaratory judgment that our Flexees® Fat Free Dressing Tank Top does not infringe U.S. Design Patent
No. D606,285 ("the '285 patent") and/or that the '285 patent is invalid. Times Three has filed a counterclaim for infringement of the '285 patent and related U.S. Design Patents Nos. D616,627,
D622,477 and D623,377. In response, we have filed counterclaims seeking a declaration of non-infringement and/or invalidity/unenforceability with respect to each of these patents. We have
also filed a motion for summary judgment seeking invalidity/unenforceability with respect to each of these patents. We believe that the ultimate outcome of this pending lawsuit and claim will not have
a material adverse effect on our consolidated financial position or results of operations taken as a whole. Due to the inherent uncertainty of litigation, however, there can be no assurance of the
ultimate outcome of this or future litigations, proceedings, investigations, or claims or their effect.

In
addition, there may be prior registrations or use of intellectual property in the United States or foreign countries (including, but not limited to, similar or competing marks or other proprietary
rights) of which we are not aware. In all such countries, it may be possible for any third-party owner of a trademark registration in that country or other proprietary right to enjoin or limit our
expansion into those countries or to seek damages for our use of such intellectual property in such countries. In the event a claim against us were successful and we could not obtain a license to the
relevant intellectual property or redesign or rename our products or operations to avoid infringement, our business, financial condition or results of operations could be harmed. In addition, securing
registrations does not fully insulate us against intellectual property claims, as another party may have rights superior to our registration or our registration may be vulnerable to attack on various
other grounds.

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Any
claims of infringement or misappropriation against us, whether meritorious or not, could:



Third
parties might assert infringement claims against us in the future with respect to any of our products. Any such assertion might require us to enter into royalty arrangements or litigation that
could be costly to us. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Conditions in the financial and credit markets may affect the availability and cost of our funding.

Our business depends upon the availability of adequate funding. We have satisfied these needs through debt financing and internally-generated funds. However, due to the current
difficulties and disruptions in the financial and credit markets, we may not be able to obtain additional financing, if needed, in amounts or on terms acceptable to us, if at all. If sufficient funds
are not available or are not available on terms acceptable to us, our ability to fund our planned expansion, take advantage of markdown acquisition opportunities, develop or enhance our products, or
otherwise respond to competitive pressures would be significantly limited. These limitations could materially and adversely affect our business, results of operations and financial condition.

We
believe there are a significant number of capital intensive opportunities for us to maximize our growth and strategic position, including, among others, acquisitions, joint ventures, strategic
alliances or other investments. As a result, we may need to raise additional funds to:



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Our credit agreement could limit our opportunities for growth.

Our credit facility contains financial and other restrictive covenants that may limit our ability to engage in activities that may be in our long-term best
interests, such as selling assets, strategic acquisitions, paying dividends, stock repurchases and borrowing additional funds. Our failure to comply with those covenants could result in an event of
default which, if not cured or waived, could result in the acceleration of all of our debt and leave us unable to meet some or all of our obligations. See the notes to the audited consolidated
financial statements included elsewhere in this Annual Report on Form 10-K.

External events may cause disruptions to our supply chain, result in increased cost of sales or lead  to an inability to deliver our products to our customers.

Currently, we source all of our production through a network of various offshore vendors predominately in the Asia-Pacific region, including China. There are a
myriad of potential events that could disrupt our foreign supply chain, including the following:



These
and other events could interrupt production in offshore facilities, increase our cost of sales, disrupt merchandise deliveries, delay receipt of the products into the United States or prevent us
from sourcing our products at all. Depending on timing, these events could also result in lost sales, cancellation charges, excessive markdowns or increased air freight charges to compensate for late
deliveries. Our future performance may be subject to the occurrence of such events, which are beyond our control, and which could have a material adverse effect on our financial condition and results
of operations.

The loss of one or more of our suppliers of finished goods or raw materials may interrupt our  supplies.

We purchase intimate apparel designed by us from a limited number of third-party manufacturers. In addition, approximately 94% of our total sourcing is concentrated in three
foreign countries (China, Indonesia and Thailand). We do not have any material or long-term contracts with any of our suppliers. Furthermore, our finished goods suppliers also purchase the
fabrics and accessories used in our products from a limited number of suppliers. The loss of one or more of these vendors could interrupt our supply chain and impact our ability to deliver products to
our customers, which would have a material adverse effect on our net sales and profitability.

Increases in the price of raw materials used to manufacture our products could materially increase  our costs and decrease our profitability.

The principal fabrics used in our business are made from synthetic and cotton-synthetic blends. The prices for these fabrics depend on the market price for the raw materials
used to produce them, primarily the chemical components of synthetic fabrics.

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Currently,
the price of cotton is rising which may cause the price of synthetic and cotton-synthetic blends to also rise. There can be no assurance that prices for these and other raw materials will
not increase in the near future. These raw materials are subject to price volatility caused by weather, supply conditions, power outages, government regulations, economic climate and other
unpredictable factors. Fluctuations in crude oil or petroleum prices may also influence the prices of related items such as chemicals, dyestuffs, man-made fiber and foam. Any raw material
price increase would increase our cost of sales and decrease our profitability unless we are able to pass higher prices on to our customers. In addition, if one or more of our competitors is able to
reduce its production costs by taking advantage of any reductions in raw material prices or favorable sourcing agreements, we may face pricing pressures from those competitors and may be forced to
reduce our prices or face a decline in net sales, either of which could have a material and adverse effect on our business, results of operations and financial condition.

Changing international trade regulation, cargo security initiatives and unilateral trade actions may  increase our costs or limit the amount of products that we can import from suppliers in a particular country.

The countries in which our products are manufactured, or into which they are imported, may from time to time impose additional new regulations, or modify existing regulations,
including:



Adverse
changes in these costs and restrictions could interrupt production in offshore facilities or delay receipt of our products in the United States and international markets, which would harm our
business.

Decreases in the value of the U.S. dollar could materially increase our cost of sales.

We have shifted all of our production to third-party suppliers, primarily in countries in the Asia-Pacific region. While we pay these third-party suppliers in U.S.
dollars, their costs are typically based upon the local currency of the country in which they operate. Any decrease in the value of the U.S. dollar against these foreign currencies could result in a
corresponding increase in our future cost of sales and decrease in our profitability, which could have a material adverse effect on our financial condition and operating results.

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We expect to continue to expand our sales operations outside of the United States and we may be  unsuccessful in these efforts.

We believe that our future success includes expanding our operations outside of the United States. There are certain risks inherent in doing business in international markets,
which include:



Our
inability to manage these risks effectively could adversely affect our business and limit our ability to expand our international operations, which could have a material adverse effect on our
business, financial condition and results of operations.

Any problems at our distribution centers could materially affect our ability to distribute our  products.

Our distribution centers in Fayetteville, North Carolina and Shannon, Ireland serve our domestic and foreign customers. We do not have a backup facility or any alternate
distribution arrangements in place. In the event that we experience problems at our distribution centers that impede the timeliness or fulfillment quality of the products being distributed, or that
any of our distribution centers is partially or completely destroyed, becomes inaccessible, or is otherwise not fully usable, it would have a material adverse effect on our ability to distribute our
products, which in turn would have a material adverse effect on our net sales, profitability, financial condition and operating performance.

We may suffer negative publicity or be sued if the manufacturers of our merchandise violate labor  laws or engage in practices that are viewed as unethical.

We rely on our sourcing personnel, utilizing established procedures, to select manufacturers with legal and ethical labor practices, but we cannot control the business and
labor practices of our manufacturers. If one of these manufacturers violates, or is accused of violating, labor laws or other applicable regulations, or if such a manufacturer engages in labor or
other practices that would be viewed as unethical if such practices occurred in the United States, we could in turn suffer negative publicity or be sued. In addition, if such negative publicity
affected one of our customers, it could result in a loss of business for us.

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If we are unable to renew or replace our store leases or enter into leases for new stores on  favorable terms, or if we violate any of the terms of our current leases, our growth and profitability could be harmed.

We lease all of our outlet store locations. The majority of our store leases contain provisions for base rent plus an additional amount based on a percentage of sales in excess
of an agreed upon minimum annual sales level. A number of our leases include a termination provision which applies if we do not meet certain sales levels during a specified period, typically in the
third to fourth year of the lease. In addition, our leases all expire within the next ten years with a shorter average remaining life and generally do not contain options to renew. Furthermore, some
of these leases contain various restrictions relating to the change of control of our company. Our leases also subject us to risks relating to compliance with changing outlet center rules and the
exercise of discretion by our landlords on various matters within the outlet centers. If we are unable to renew or replace our store leases or enter into leases for new stores on favorable terms, or
if we violate any of the terms of our current leases, our growth and profitability could be harmed.

Our company-operated outlet stores depend heavily on the ability and desire of consumers to travel  and shop.

Our company-operated outlet stores are located principally in outlet centers, which are typically located at or near vacation destinations or away from large population centers
where department stores and other traditional retailers are concentrated. As a result, developments that would lead to decreased travel, such as fuel shortages, increased fuel prices, travel
restrictions, travel concerns, bad weather and other circumstances, including as a result of war, terrorist attacks or the perceived threat of war or terrorist attacks, could have a material adverse
effect on us. Other factors which could affect the success of our stores include:



We experience fluctuations in our comparable outlet store sales and margins.

Our continued success depends, in part, upon our ability to continue to further improve sales, as well as both gross margins and operating margins, at our company-operated
outlet stores. A variety of factors affect comparable store sales, including competition, current economic conditions, the timing of release of new merchandise and promotional events, changes in our
merchandise mix, the success of marketing programs and weather conditions. These factors may cause our comparable store sales results to differ materially from prior periods and from expectations.

Our
ability to further improve our comparable store sales results and margins depends in large part on improving our forecasting of demand and fashion trends, selecting effective marketing techniques,
providing an appropriate mix of merchandise for our broad and diverse consumer base, managing inventory effectively, using effective pricing strategies, and optimizing store performance by controlling
operating costs and closing underperforming stores. Our inability to execute these strategies may cause our comparable store sales results and operating results to differ materially from prior periods
and from expectations.

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Our operations depend on our information technology systems and infrastructure which may suffer  failures or business interruptions that could cause loss of data and increase our operating costs.

We rely on our information technology systems to manage internal operations and financial reporting and, through our e-commerce websites, to generate sales of our
products. Our computer and communication systems and other operations are vulnerable to damage, interruption or failure as a result of, among other things, power or telecommunications failures,
hardware failures or software errors; human error; computer viruses, acts of vandalism or sabotage (and resulting potential lapses in security), both internal and external; natural disasters, fires,
floods or other acts of God; acts of war or terrorism or other armed hostility; and loss of support services from third parties, including those to whom we outsource aspects of our computer
infrastructure critical to our business.

We
may experience systems failures. In these circumstances, our redundant systems or disaster recovery plans may not be adequate. Similarly, although our service providers generally have disaster
recovery plans, we cannot be certain that these plans will be adequate or implemented properly. In addition, our business interruption insurance may not adequately compensate us for losses that may
occur.

We
are currently upgrading our technology systems. We may experience difficulties in implementing this new technology. We also cannot assure you that we have sufficient personnel to properly respond
to system problems. We internally support and maintain many of our computer systems and networks. Our failure to monitor or maintain these systems and networks or, if necessary, to find a replacement
for this technology in a timely and cost-effective manner would have a material adverse effect on our business, financial condition and results of operations.

We are implementing changes to our Information Technology systems that may disrupt operations.

We continue to evaluate and are currently implementing, in a phased approach, modifications and upgrades to our information technology systems for sourcing and distribution
operations, financial reporting, planning and forecasting. Modifications involve replacing legacy systems with successor systems, making changes to legacy systems or acquiring new systems with new
functionality. We might not successfully launch these new systems as planned or without disruptions to our operations. Information technology system disruptions, if not anticipated and appropriately
mitigated, could have a material adverse effect on our operations. We could have cost overruns on the technology that would impact our results of operations.

We are subject to potential challenges relating to overtime pay and other regulations, and union  contracts that affect our relationship with our employees, which could adversely affect our business.

Federal and state laws governing our relationships with our employees affect our operating costs. These laws include wage and hour laws and regulations, fair labor standards,
minimum wage requirements, overtime pay, unemployment tax rates, workers' compensation rates, citizenship requirements and payroll taxes. A determination that we do not comply with these laws could
harm our profitability or business reputation. Additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence or mandated health benefits could also materially
adversely affect us.

We
are a party to contracts with two separate unions. Our contracts with Local 153 of OPEIU and Worker's United both expire in 2012. Our failure or inability to renew either of these contracts could
have a material adverse effect on our ability to operate our business and on our results of operations.

We are subject to various laws and regulations in the countries in which we operate.

We are subject to federal, state and local laws and regulations affecting our business, including those promulgated under the Occupational Safety and Health Act, the Consumer
Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the rules and regulations of the Consumer Products Safety Commission and various labor, workplace and
related laws, as well as environmental laws and regulations. Our international business is subject to similar regulations in the foreign countries in which we operate. We may be required to make
significant expenditures to comply with governmental laws

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and
regulations, including labeling laws and privacy laws, compliance with which may require significant additional expense. Complying with existing or future laws or regulations may materially limit
our business and increase our costs. Failure to comply with such laws may expose us to potential liability and have a material adverse effect on our results of operations.

We might not successfully integrate future acquisitions, licensing opportunities or brand  start-ups, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Although members of our current management team have previous experience in integrating acquisitions, they have not completed any acquisitions as a team. If appropriate
opportunities present themselves, we may acquire or invest in businesses, products or technologies that we believe are strategic. We might not be able to identify, negotiate or finance any future
acquisition or investment successfully. Even if we do succeed in acquiring or investing in a business, product or technology, such acquisitions and investments involve a number of risks, including the
following:



Future
acquisitions could have an adverse effect on our operating results, particularly in the quarters immediately following their completion while we integrate the operations of the acquired
business. Once integrated, acquired operations may not achieve levels of revenues, profitability or productivity comparable with those achieved by our existing operations, or otherwise perform as
expected.

Furthermore,
the consideration paid in connection with an investment or acquisition will affect our financial results. If we were to proceed with one or more significant acquisitions in which the
consideration included cash, we could be required to use a substantial portion of our available cash and our available borrowing capacity to consummate any acquisition. To the extent we issue shares
of capital stock or other rights to purchase capital stock, including options or other rights, existing stockholders may be diluted and earnings per share may decrease. In addition, acquisitions may
result in the incurrence of debt, large one-time write-offs (such as those relating to acquired in-process research and development costs) or restructuring charges.
They may also result in goodwill and other intangible assets that are subject to impairment tests, which could result in future impairment charges. Any of these factors could have a material adverse
effect on our business, financial condition, results of operations and cash flows.

Our failure to register, renew or otherwise protect our trademarks and other intellectual property  could have a negative impact on the value of our brand names and limit our ability to maintain and grow our business.

We use trademarks on nearly all of our products, which is an important factor in creating a market for our products, in identifying us and in distinguishing our products from
those of others. We believe our trademarks and other intellectual property rights, including service marks, copyrights, trade secrets, patents and patent applications, are critical to our success. We
rely on trademark, copyright and other intellectual property laws to protect our proprietary rights. We also depend on trade secret protection through confidentiality agreements with our employees,
licensees, suppliers and others,
and through license agreements with our licensees with whom we develop the fabrics, other components and machinery used to make our products.

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Despite
our efforts to protect our intellectual property rights, intellectual property laws afford us only limited protection. In addition, we may not have agreements containing adequate protective
provisions in every case and the contractual provisions that are in place may not provide us with adequate protection in all circumstances. A third party could copy our products, designs and/or
brands, or otherwise obtain information from us without authorization. Accordingly, we may not be able to prevent misappropriation of our intellectual property or to deter others from developing
similar products. Further, monitoring the unauthorized use of our intellectual property, including our trademarks and service marks, is difficult. The unauthorized reproduction or other
misappropriation of our intellectual property could diminish the value of our brand, competitive advantages or goodwill and result in decreased net sales. In addition, the laws of some foreign
countries do not protect our proprietary rights to the same extent as do the laws of the United States. Furthermore, we have not obtained trademark protection for all of our brands in all of the
countries where we sell our products. This could leave us helpless to stop potential infringers or possibly even unable to sell our products in certain territories.

Litigation
has been and may continue to be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Due to their inherent
uncertainty, there can be no assurance of the ultimate outcome of current or future litigation, proceedings, investigations or claims or their effect. Litigation of this type has resulted in and could
in the future result in further substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations.

Sales of shares of common stock by us or our stockholders could limit our ability to utilize certain  income tax benefits.

At January 1, 2011, we had approximately $23.5 million of federal and state net operating loss carryforwards available for future utilization during the years
2011 through 2023. To the extent any sales of common stock by us or certain of our stockholders results in an "ownership change" within the meaning of Section 382 of the Internal Revenue Code
("Section 382"), we may not be able to realize certain of these net operating loss carryforwards existing at the date of such ownership change or the timing of when we can use these net
operating loss carryforwards may be modified. For more information regarding these potential income tax benefits and our net operating loss carryforwards, see the notes to the audited consolidated
financial statements included elsewhere in this Annual Report on Form 10-K.

We depend on our management team, and the loss of any key member of this team may prevent us from  implementing our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers and other key personnel, including senior design, marketing, operational and finance
executives. Any loss or interruption of the services of one or more of our executive officers or key personnel could result in our inability to manage our operations effectively and/or pursue our
business strategy.

Because competition for our employees is intense, we may not be able to attract and retain the highly  skilled employees we need to support our planned growth.

Our ability to provide high quality products, as well as our ability to execute our business plan generally, depends in large part upon our ability to attract and retain highly
qualified personnel. Competition for such personnel is intense. We have in the past experienced, and we expect to experience in the future, difficulty in hiring and retaining highly skilled employees
with appropriate qualifications. The location of our corporate offices outside of New York City has made it increasingly difficult to recruit personnel in certain fields, such as finance, marketing
and design. We might not be successful in our efforts to recruit and retain the required personnel. If we fail to attract new personnel or fail to retain and motivate our current personnel, our
business and future growth prospects could be impacted.

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As we enter new markets, we may not be able to successfully adapt our products and marketing strategy  for use in those markets.

Our strategy includes leveraging our brands and products to enter new markets. We might not be successful in our efforts to adapt our products and marketing strategy for use in
those markets. If these efforts are not successful, we may realize less than expected earnings, which in turn could result in a decrease in the market value of our common stock. Furthermore, these
efforts may divert management attention or inefficiently utilize our resources.

Other Risks

The market price of our common stock may be highly volatile or may decline regardless of our  operating performance.

The trading price of our common stock may fluctuate substantially. Broad market and industry factors may adversely affect the market price of our common stock, regardless of
our actual operating performance. The fluctuations could cause you to lose all or part of your investment in our shares of common stock. Factors that could cause fluctuation in the trading price of
our common stock may include, but are not limited to, the following:



In
addition, if the market for apparel company stocks or the stock market in general experiences loss of investor confidence during the current global economic downturn, the trading price of our
common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also decline in reaction to events that
affect other companies in our industry or related industries even if these events do not directly affect us.

In
the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been brought against that company. Due to the potential
volatility of our stock price, we may therefore be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management's attention and
resources from our business.

20IMaidenform
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Table of Contents

The concentrated ownership of our capital stock by insiders may limit your ability to influence  corporate matters.

As of February 25, 2011, our executive officers, directors and current 5% or greater stockholders (based upon the most recent filings with the SEC with respect to each
such stockholder) together beneficially own approximately 54% of our common stock outstanding. As a result, these stockholders, should they act together, may be able to influence or control matters
that require approval by our stockholders, including the election of directors and approval of significant corporate transactions such as mergers and acquisitions. These stockholders may also have
interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Corporate action might be taken even if other stockholders oppose them. This
concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial, could deprive our stockholders of an
opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

The future sale of shares of our common stock may negatively affect our stock price.

If our existing stockholders sell substantial amounts of our common stock, including shares issuable upon the exercise of outstanding options in the public market, or if our
stockholders are perceived by the market as intending to sell substantial amounts of our common stock, the market price of our common stock could fall. These sales also might make it more difficult
for us to sell equity securities in the future at a time and price that we deem appropriate.

If securities analysts do not publish research or reports about our business or if they downgrade our  stock, the price of our stock could decline.

The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these
analysts. If one or more of the analysts who cover us
downgrade our stock or otherwise issue research reports relating to us that the market views as unfavorable, our stock price could decline. If one or more of these analysts cease coverage of our
company, we could lose visibility in the market, which in turn could cause our stock price to decline.

Provisions in our amended and restated certificate of incorporation and bylaws or Delaware law might  discourage, delay or prevent a change of control of our company or changes in our management and depress the trading
price of our common stock.

Delaware corporate law and our amended and restated certificate of incorporation and bylaws contain provisions that could discourage, delay or prevent a change in control of
our company or changes in our management that the stockholders of our company may deem advantageous. These provisions include provisions that:



ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

2010 Form
10-KI21

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Table of Contents



ITEM 2. PROPERTIES

Our corporate headquarters are leased premises of approximately 67,000 square feet located in Iselin, New Jersey. These leases expire in May 2017.

We
currently lease our 11,250 square foot New York City showroom, which is located at 200 Madison Avenue. The lease for the showroom expires on June 30, 2016. We also lease space for sourcing
offices in Hong Kong, Indonesia and Bangladesh.

The
following table sets forth certain information regarding our distribution centers operated by us at January 1, 2011:

Location

Approximate
Square Footage

TitleUnited StatesFayetteville, NC


262,000

Owned148,000

Leased(1)59,000

Leased(1)225,000

Leased(2)EuropeShannon, Ireland


21,000

Leased(3)


---

We
currently operate 73 outlet stores and eight kiosks and carts in 27 states and Puerto Rico. All of these store locations are leased with an average remaining lease period of 2.1 years and
lease expiration dates ranging from 2011 to 2020.

We
believe that our existing space is adequate for our current operations. We believe that suitable replacement and additional space will be available in the future on commercially reasonable terms.

ITEM 3. LEGAL PROCEEDINGS

On March 2, 2010, we filed suit against Times Three Clothier, LLC ("Times Three") in the U.S. District Court for the Southern District of New
York, seeking a declaratory judgment that our Flexees® Fat Free Dressing Tank Top does not infringe U.S. Design Patent No. D606,285 ("the '285 patent") and/or that the '285
patent is invalid. Times Three has filed a counterclaim for infringement of the '285 patent and related U.S. Design Patents Nos. D616,627, D622,477 and D623,377. In response, we have filed
counterclaims seeking a declaration of non-infringement and/or invalidity/unenforceability with respect to each of these patents. We have also filed a motion for summary judgment seeking
invalidity/unenforceability with respect to each of these patents. We believe that the ultimate outcome of this pending lawsuit and claim will not have a material adverse effect on our consolidated
financial position or results of operations taken as a whole. Due to the inherent uncertainty of litigation, however, there can be no assurance of the ultimate outcome of this or future litigations,
proceedings, investigations, or claims or their effect.

From
time to time, we are subject to various claims and legal actions arising from time to time in the ordinary course of business.

ITEM 4. (REMOVED AND RESERVED)

22IMaidenform
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Table of Contents

Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED  STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY  SECURITIES

Price range and number of holders

Our common stock is traded on the New York Stock Exchange under the symbol MFB. The last reported sales price per share of our common stock on February 25, 2011 was
$26.76, and on that date there were 89 holders of record of our common stock.

The
following table sets forth for the period indicated the high and low sales price per share of our common stock as reported by the New York Stock Exchange.

2010High

LowFirst quarter

$
22.33

$
14.22Second quarter


25.44


20.17Third quarter


29.89


19.29Fourth quarter


29.01


23.77




2009High

LowFirst quarter

$
10.87

$
7.72Second quarter


14.05


9.20Third quarter


16.79


11.07Fourth quarter


16.80


14.00


2010 Form
10-KI23

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Table of Contents

Stock performance graph

The graph depicted below compares the performance of our common stock with the cumulative total return of the Standard & Poor's 500 Stock Index ("S&P 500 Index")
and the Peer Group Index from December 31, 2005, plus reinvested dividends and distributions through January 1, 2011, the last day of our fiscal year.

Pursuant
to the SEC's rules, we created a peer group index with which to compare our stock performance since a relevant published industry or line-of-business index does not
exist. We have selected a grouping of companies that we believe share similar characteristics to our own. All of the companies included in the Peer
Group Index were, for the relevant period, engaged in some of the businesses in which we are engaged or are companies that are not engaged in businesses in which we participate but we believe share
some similar characteristics with ours. The companies included in the Peer Group Index are as follows: Hanesbrands Inc., Jones Apparel Group Inc., Oxford Industries Inc., Perry
Ellis International, Phillips-Van Heusen Corp, Inc., Polo Ralph Lauren Corp., VF Corp., Warnaco Group Inc, and Carter's Inc..

Comparison of Cumulative Total Return

Comparison of Cumulative Five Year Total Return

GRAPHIC

Notes:

In
accordance with the rules of the SEC, the information set forth above under "Stock performance graph" will not be deemed to be "filed" with the SEC or incorporated by reference into any filing we
make with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933.

24IMaidenform
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Table of Contents

Issuer purchases of equity securities

In February 2010, the Board of Directors increased our stock repurchase program by an additional $37.5 million increasing the amount then available under the plan to
$50.0 million. We are authorized to make repurchases from time to time pursuant to existing rules and regulations and other parameters approved by the Board of Directors. On March 16,
2010, we repurchased $32.4 million of common stock at an average price per share of $20.30. During fiscal 2009 no shares were repurchased under this program. The total authorized amount
remaining under the $50.0 million stock repurchase program was $17.6 million as of January 1, 2011.

Dividend policy

We have never paid, and currently do not have any plans to pay, cash dividends on our common stock, although we may explore the advisability of beginning to pay a cash dividend
in the future. The payment of cash dividends would require the consent of the lenders under our existing credit facility. Furthermore, any determination to pay cash dividends will be at the discretion
of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements, and such other factors as our Board of Directors deems relevant.

Securities authorized for issuance under equity compensation plans

Information regarding our equity compensation plans is hereby incorporated by reference to the table in Item 12 of this Annual Report on Form 10-K.

2010 Form
10-KI25

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Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

The historical consolidated financial data included below and elsewhere in this Annual Report on Form 10-K are not necessarily indicative of
future performance. The following selected financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our audited
consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

The
following table sets forth selected financial data as of and for the five fiscal years ended January 1, 2011:

For the Years Ended(1)January 1,
2011

January 2,
2010

January 3,
2009

December 29,
2007

December 30,
2006(in thousands, except share and per share amounts)OPERATING DATA:Wholesale

$
500,353

$
410,493

$
355,032

$
366,121

$
360,647Retail


56,356


55,762


58,510


56,043


56,188Net sales


556,709


466,255


413,542


422,164


416,835Cost of sales


356,364


305,272


257,848


256,365


260,083Gross profit


200,345


160,983


155,694


165,799


156,752Selling, general and administrative expenses(2)


123,982


107,810


109,781


97,880


101,238Operating income


76,363


53,173


45,913


67,919


55,514Interest expense, net(3)


1,054


2,196


4,521


9,029


8,521Income before income taxes


75,309


50,977


41,392


58,890


46,993Income tax expense(4)(5)


30,029


13,984


16,672


24,686


19,231Net income

$
45,280

$
36,993

$
24,720

$
34,204

$
27,762EARNINGS PER SHARE DATA(6):Basic earnings per common share

$
1.99

$
1.62

$
1.10

$
1.50

$
1.21Diluted earnings per common share

$
1.94

$
1.56

$
1.05

$
1.43

$
1.15Basic weighted average number of shares outstanding


22,737,207


22,781,363


22,402,342


22,815,398


23,024,986Diluted weighted average number of shares outstanding


23,383,311


23,705,836


23,433,107


23,960,606


24,194,468




For the Years EndedJanuary 1,
2011

January 2,
2010

January 3,
2009

December 29,
2007

December 30,
2006(in thousands, except share and per share amounts)BALANCE SHEET DATA (end of period):Cash and cash equivalents

$
73,221

$
89,159

$
43,463

$
16,602

$
14,617Total assets


353,583


358,742


298,244


279,651


244,853Total indebtedness, including current maturities


70,150


87,250


88,350


89,725


110,000Total stockholders' equity


190,662


166,831


119,658


99,617


74,901


(Footnotes appear on the next page)

26IMaidenform
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Table of Contents

NOTES TO SELECTED FINANCIAL DATA

2010 Form
10-KI27

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Table of Contents



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our results of operations and financial condition. This discussion should be read in conjunction with our audited consolidated financial statements and notes included
elsewhere in this Annual Report on Form 10-K. The discussion of our results of operations and financial condition includes various forward-looking statements about our markets, the
demand for our products, and our future results and is intended to provide the reader of our audited consolidated financial statements with a narrative discussion about our business. This discussion
is presented in the following sections:



We
based our forward-looking statements on assumptions or estimates that we consider reasonable. Actual results may differ materially from those suggested by our forward-looking statements for various
reasons including those discussed in Item 1A., "Risk Factors" included elsewhere in this Annual Report on Form 10-K.

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, mass merchants (including warehouse clubs), other (including specialty retailers, off-price retailers, foreign distributors and licensees), our
company-operated outlet stores, kiosks and carts, 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 Luleh 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. We also sell the Donna Karan and DKNY licensed 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.

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, kiosks and carts, and our websites.

We
have identified near-term opportunities for growth and operational improvements, as well as challenges, including general macro-economic conditions 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:



28IMaidenform
Brands, Inc.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)



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 Luleh brands. We plan to continue to invest in increasing our net sales with department store customers, which we believe is important to our
long-term positioning in the channel. There has been a trend toward consolidation of department stores. We expect the rate of our future net sales growth with department stores to be
moderated by the reduction in both the number of department store customers and the number of doors (distinct locations operated by a particular retailer) operated by these customers. We have grown
our market share meaningfully in the past several years with national chain stores. We have customers located outside the United States that purchase our Maidenform, Control It!, Flexees,
Lilyette and Luleh brands. The majority of these net sales are included in the department stores and national chain stores channel. 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 brands Bodymates, Inspirations, Self Expressions and Sweet Nothings. We have experienced meaningful growth in this channel over the past several years and expect to
achieve meaningful 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 channel that are located outside the
United States are included in this channel.

Other.Net sales from other channels, include sales to specialty retailers, off-price retailers, foreign distributors and
royalty income from licensees. We supply private brands to specialty retailers as opportunities present
themselves and we continually evaluate this channel for 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.

2010 Form
10-KI29

---



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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.

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 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.comandwww.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.

Definitions

In reviewing our operating performance, we evaluate both the wholesale and retail segments by focusing on each segment's operating income, cash flows from operations and
inventory turns.

Net sales.Our net sales are derived from two operating segments, wholesale and retail. Net sales from the wholesale segment are recognized
when the customer takes possession and are recorded net of cooperative advertising allowances, sales returns, sales discounts, and markdown allowances provided to our customers. Net sales in our
retail segment are recognized at the time the customer takes possession of the merchandise at the point-of-sale in our stores and kiosks and carts, and for our internet sales,
net sales are recognized when the products are shipped and title passes to the customer.

Cost of sales.We outsource all manufacturing of the products we sell and, therefore, the principal elements of our cost of sales are for
finished goods inventories purchased from our sourced vendors. Included in cost of sales and affecting our overall gross margins are freight expenses from the manufacturers to our distribution centers
in situations where such expenses are charged separately. Also included in cost of sales is the cost of warehousing, labor and overhead related to receiving and warehousing at our distribution
centers, and depreciation of assets related to our receiving and warehousing in our distribution centers. Direct labor, cost of fabrics, as well as raw materials for fabrics, are the primary
components driving the overall cost of our sourced finished goods inventories from our sourcing vendors.

Selling, general and administrative expenses (SG&A).Our SG&A includes all of our marketing, product development, selling, distribution and
general and administrative expenses for both the wholesale and retail segments (which include our retail outlet store payroll and related benefits). General and administrative expenses include
management payroll, benefits, travel, information systems, accounting, distribution, rent, insurance and legal costs. Additionally, depreciation related to the shipping function in our

30IMaidenform
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

distribution
centers and our corporate office assets such as furniture, fixtures, equipment and technology, as well as amortization of intellectual property, are included in SG&A.

Income taxes.We account for income taxes using the liability method, which recognizes the amount of income tax payable or refundable for
the current year and recognizes deferred tax liabilities and assets for the future tax consequences of the events that have been recognized in the financial statements or tax returns. For those
uncertain tax positions where it is "more likely than not" that a tax benefit will be sustained, we have recorded the tax benefit. For those income tax positions where it is not "more likely than not"
that a tax benefit will be sustained, no tax benefit has been recognized. Where applicable, associated interest and penalties are recorded. We routinely evaluate all deferred tax assets to
determine the likelihood of their realization and record a valuation allowance if it is "more likely than not" that a deferred tax asset will not be realized. For more information, see the notes to
the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Net
operating loss carryforwards ("NOLs") enable a company to apply NOLs incurred during a current period against a future period's profits in order to reduce cash tax liabilities in those future
periods. In periods when a company is generating operating losses, its NOLs will increase. The tax effect of the NOLs is recorded as a deferred tax asset. If the company does not believe that it is
"more likely than not" that it will be able to utilize the NOLs, it records a valuation allowance against the deferred tax asset. Additionally, Section 382 of the Internal Revenue Code
("Section 382") imposes limitations on a corporation's ability to utilize its NOLs if it experiences an "ownership change." In general terms, an ownership change results from transactions
increasing the ownership of certain existing stockholders and, or, new stockholders in the stock of a corporation by more than 50 percentage points during a three year testing period. Any
unused annual limitation may be carried over to later years, and the amount of the limitation may, under certain circumstances, be increased to reflect both recognized and deemed recognized
"built-in gains" that occur during the sixty-month period after the ownership change. Our NOLs are subject to Section 382 limitations. At January 1, 2011, we had
approximately $23.5 million of federal and state NOLs available for utilization in the years from 2011 through 2023.

2010 Form
10-KI31

---



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009(in millions)OPERATING DATA:Wholesale sales

$
500.3

$
410.5

$
355.0Retail sales


56.4


55.8


58.5Net sales


556.7


466.3


413.5Cost of sales


356.4


305.3


257.8Gross profit


200.3


161.0


155.7Selling, general and administrative expenses


123.9


107.8


109.8Operating income

$
76.4

$
53.2

$
45.9




As a Percentage of Net SalesFor the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009OPERATING DATA:Wholesale sales


89.9
%

88.0
%

85.9
%Retail sales


10.1


12.0


14.1Net sales


100.0


100.0


100.0Cost of sales


64.0


65.5


62.3Gross profit


36.0


34.5


37.7Selling, general and administrative expenses


22.3


23.1


26.6Operating income


13.7
%

11.4
%

11.1
%


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 primarily consists of sales of our Maidenform, Control It!, Flexees, Lilyette and Luleh brands on a worldwide basis to customers within
this category. Within the mass merchant channel, we sell brands such as Bodymates, Inspirations, 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. In addition, we include licensing income as well as sales to foreign distributors in our other channel.

32IMaidenform
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

For the Years EndedJanuary 1, 2011

January 2, 2010(1)

$ Change

% Change(in millions)Department stores and national chain stores

$
232.5

$
197.7

$
34.8


17.6
%Mass merchants


158.5


124.8


33.7


27.0Other


109.3


88.0


21.3


24.2Total wholesale


500.3


410.5


89.8


21.9Retail


56.4


55.8


0.6


1.1Total consolidated net sales

$
556.7

$
466.3

$
90.4


19.4
%


(1)Prior
period amounts in this table have been reclassified to conform to the current year presentation.


Fiscal year ended January 1, 2011 compared with fiscal year ended January 2, 2010 (52 weeks in each  fiscal year)

Net sales.Consolidated net sales increased $90.4 million, or 19.4%, from $466.3 million in 2009 to $556.7 million in
2010. Wholesale segment net sales increased by $89.8 million, or 21.9%, from $410.5 million in 2009 to $500.3 million in 2010. Net sales in our retail segment increased by
$0.6 million, or 1.1%, from $55.8 million in 2009 to $56.4 million in 2010.

Our
department stores and national chain stores channel net sales increased by $34.8 million, or 17.6%, from $197.7 million in 2009 to $232.5 million in 2010. This increase was a
result of the solid performance across the shapewear, bra and pants categories, resulting from replenishment orders to support consumer spending and new product introductions, and the continued
momentum from products sold under our licensed brands DKNY and Donna Karan. Our mass merchant
channel net sales increased by $33.7 million, or 27.0%, from $124.8 million in 2009 to $158.5 million in 2010. This increase was driven by the ongoing expansion of our
Sweet Nothings brand, primarily in the shapewear category, continued sales of products under our Self Expressions brand, and ongoing replenishment of our Inspirations brand. Other channel net sales,
which includes sales to specialty retailers, off-price retailers, foreign distributors and licensing income, increased by $21.3 million, or 24.2%, from $88.0 million
in 2009 to $109.3 million in 2010. This increase was due primarily from increased program business with off-price retailers and increased sales to a specialty
retailer. Total international net sales, which are included in the wholesale segment, increased $12.0 million, or 33.6%, from $35.7 million in 2009 to $47.7 million
in 2010. This increase is a result of increased sales in all of our major markets, including Northern Europe, Mexico, Spain, Canada and Russia.

Retail
segment net sales increased $0.6 million, or 1.1%, from $55.8 million in 2009 to $56.4 million in 2010, with same store sales, defined as stores that have
been open for more than one year, increasing 1.5%. Our internet sales were unchanged at $5.1 million for 2010 when compared to 2009.

Gross profit.Consolidated gross profit increased by $39.3 million, or 24.4%, from $161.0 million in 2009 to
$200.3 million in 2010. As a percentage of net sales, gross profit increased by 1.5 percentage points from 34.5% in 2009 to 36.0% in 2010.

Gross
profit from our wholesale segment increased by $38.1 million, or 29.7%, from $128.1 million in 2009 to $166.2 million in 2010. As a percentage of net sales,
gross profit from our wholesale segment increased by 2.0 percentage points from 31.2% in 2009 to 33.2% in 2010. This increase was a result of improved product mix and the benefit
of sourcing and product cost reduction efforts.

2010 Form
10-KI33

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Gross
profit from our retail segment increased by $1.2 million, or 3.6%, from $32.9 million in 2009 to $34.1 million in 2010. As a percentage of net sales, gross profit
from our retail segment increased by 1.5 percentage points from 59.0% in 2009 to 60.5% in 2010. This increase was largely driven by a change in the overall product mix.

Selling, general and administrative expenses (SG&A).Our consolidated SG&A increased by $16.1 million, or 14.9%, from
$107.8 million in 2009 to $123.9 million in 2010. However, as a percentage of net sales, SG&A decreased by 0.8 percentage points from 23.1% in 2009 to 22.3% in 2010.

Wholesale
segment SG&A, which includes corporate-related expenses, increased by $12.8 million, or 16.2%, from $79.2 million in 2009 to $92.0 million in 2010 to
support our strategic initiatives and sales growth. However, as a percentage of net sales, wholesale segment SG&A decreased from 19.3% in 2009 to 18.4% in 2010. The increase of
$12.8 million is
primarily a result of increased payroll and related benefits of $6.8 million for new positions, variable staffing and incentive compensation, increased marketing expenditures of
$1.6 million to promote our brands, and increased professional fees of $0.8 million. During the first quarter of 2010, we recognized $1.4 million of expense for the
impairment of an intangible asset, which we determined there was no future benefit.

Retail
segment SG&A increased by $3.3 million, or 11.5%, from $28.6 million in 2009 to $31.9 million in 2010. As a percentage of net sales, retail segment SG&A
increased from 51.3% in 2009 to 56.6% in 2010. This increase of $3.3 million is primarily the result of increased operating expenses, including kiosks and carts expenditures and
store lease renewals, and support fees associated with our new website.

Operating income.Our consolidated operating income increased $23.2 million, or 43.6%, from $53.2 million in 2009 to
$76.4 million in 2010. Operating income, as a percentage of net sales, increased from 11.4% in 2009 to 13.7% in 2010.

For
the foregoing reasons, operating income for the wholesale segment increased by $25.3 million, or 51.7%, from $48.9 million in 2009 to $74.2 million in 2010.
Also, for the reasons discussed above, operating income for the retail segment decreased by $2.1 million, or 48.8%, from $4.3 million in 2009 to $2.2 million
in 2010.

Interest expense, net.Interest expense, net decreased by $1.1 million, or 50.0%, from $2.2 million in 2009 to
$1.1 million in 2010 as we benefited primarily from a lower average debt for 2010 when compared to 2009. The average balance of total debt outstanding decreased from
$88.0 million in 2009 to $73.8 million in 2010. The average interest rate during 2010 and 2009 was approximately 2.3%.

Income taxes.Income tax expense increased $16.0 million, or 114.3%, from $14.0 million in 2009 to
$30.0 million in 2010. Our effective tax rate increased from 27.4% in 2009 to 39.9% in 2010. The lower effective income tax rate for 2009 was due primarily to the
resolution of an Internal Revenue Service ("IRS") audit for the 2005 fiscal year, which was concluded during 2009. As a result, during 2009 we adjusted our liabilities for uncertain tax
positions under Accounting Standards Codification ("ASC") 740.10.25 and recognized additional net deferred tax assets, principally in relation to NOLs. Our 2009 effective income tax rate,
excluding this non-cash, one-time tax benefit of $6.1 million, was 39.3%.

Net income.For the foregoing reasons, our net income increased by $8.3 million, or 22.4%, from $37.0 million in 2009
to $45.3 million in 2010. Excluding the one-time tax benefit mentioned above, net income for 2010 increased $14.4 million, or 46.6%.

34IMaidenform
Brands, Inc.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Fiscal year ended January 2, 2010 compared with fiscal year ended January 3, 2009 (52 weeks as compared  to 53 weeks)

Although fiscal 2008 had 53 weeks compared to 52 weeks in 2009, 2008 had only four more shipping days than 2009 that were immaterial to our
wholesale segment results. Therefore, the financial results for the two fiscal years are comparable. Our retail segment included one more week in 2008 compared 2009 but the effect of this extra
week on our retail operations is not material.

Net sales.Consolidated net sales increased $52.8 million, or 12.8%, from $413.5 million in 2008 to
$466.3 million in 2009. Wholesale segment net sales increased by $55.5 million, or 15.6%, from $355.0 million in 2008 to $410.5 million in 2009. Total international
net sales, which are included in the wholesale segment, decreased $3.6 million, or 9.2%, from $39.3 million in 2008 to $35.7 million in 2009. Net sales in our retail
segment decreased by $2.7 million, or 4.6%, from $58.5 million in 2008 to $55.8 million in 2009.

Our
department stores and national chain stores channel net sales decreased by $8.0 million, or 3.8%, from $209.7 million in 2008 to $201.7 million in 2009. This
decrease reflected the weakness in this channel as a result of the global economic slowdown, along with promotional activities with retail partners to increase inventory productivity and lost sales
associated with customer bankruptcies filed in the third quarter of 2008. Partially offsetting this decrease were sales from our licensed brands Donna Karan and DKNY that we launched in the first
quarter of 2009 and the continued strength of our shapewear business. Our mass merchant channel net sales increased by $16.0 million, or 14.8%, from $108.2 million in 2008 to
$124.2 million in 2009. This increase was driven by the expansion of our Sweet Nothings brand in the bra and shapewear categories and ongoing replenishment of our Inspirations brand,
which launched in the second quarter of 2008. Other channel net sales, which include sales to specialty retailers, off-price retailers, foreign distributors and licensing income,
increased by $47.5 million, or 128.0%, from $37.1 million in 2008 to $84.6 million in 2009. This increase was due primarily from the introduction of new products and
the replenishment of products based on our patent-pending Total Solution technology with a specialty retailer and higher sales to off-price retailers.

Retail
segment net sales decreased $2.7 million, or 4.6%, from $58.5 million in 2008 to $55.8 million in 2009, with same store sales, defined as stores that have been open for
more than one year, decreasing 7.3%. This decrease is due in part to 2008 having a 53rd week and the weakness in the overall economy, partially offset by a solid performance in
our shapewear business. The 53rd week in 2008 accounted for $1.4 million of the retail segment net sales decrease during 2009. Excluding the impact of the
53rd week, same store sales, would have been down 4.7%. Our internet sales increased $0.1 million, or 2.0%, from $5.0 million in 2008 to $5.1 million
in 2009.

Gross profit.Consolidated gross profit increased by $5.3 million, or 3.4%, from $155.7 million in 2008 to
$161.0 million in 2009. However, as a percentage of net sales, gross profit decreased by 3.2 percentage points from 37.7% in 2008 to 34.5% in 2009.

Gross
profit from our wholesale segment increased by $5.8 million, or 4.7%, from $122.3 million in 2008 to $128.1 million in 2009. However, as a percentage of net sales, gross
profit from our wholesale segment decreased by 3.3 percentage points from 34.5% in 2008 to 31.2% in 2009. This decrease was primarily driven by increased promotional activity to drive inventory
productivity, and the mix of customers and products, including a higher percentage of net sales from our lower margin other and mass merchant channels.

Gross
profit from our retail segment decreased by $0.5 million, or 1.5%, from $33.4 million in 2008 to $32.9 million in 2009. However, as a percentage of net sales, gross profit
from our retail segment increased by 1.9 percentage points from 57.1% in 2008 to 59.0% in 2009. This increase was largely driven by a change in the overall product mix.

2010 Form
10-KI35

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Selling, general and administrative expenses (SG&A).Our consolidated SG&A decreased by $2.0 million, or 1.8%, from
$109.8 million in 2008 to $107.8 million in 2009. As a percentage of net sales, SG&A was 26.6% for 2008 and 23.1% for 2009.

Wholesale
segment SG&A, which includes corporate-related expenses, decreased by $1.2 million, or 1.5%, from $80.4 million in 2008 to $79.2 million in 2009. As a
percentage of net sales, wholesale segment SG&A decreased from 22.6% in 2008 to 19.3% in 2009. The decrease of $1.2 million is a result of lower bad debt expense of $2.4 million
associated with customer bankruptcies, which occurred in the third quarter of 2008, decreased foreign currency expense of $1.8 million resulting from the fluctuations in currency
exchange rates, lower advertising expense of $1.7 million as we reduced our marketing spend, lower severance of $1.3 million primarily from the workforce reduction in 2008, along
with other costs reductions as we continue to manage our expenses. These lower expenses were partially offset by an increase in payroll and related benefits of $5.0 million primarily associated
with incentive compensation, and expenses associated with our licensed brands Donna Karan and DKNY, which were launched in early 2009.

Retail
segment SG&A decreased by $0.8 million, or 2.7%, from $29.4 million in 2008 to $28.6 million in 2009. However, as a percentage of net sales, retail segment
SG&A increased from 50.3% in 2008 to 51.3% in 2009. This decrease of $0.8 million was primarily a result of operating fewer outlet stores when compared to the prior year.

Operating income.Our consolidated operating income increased $7.3 million, or 15.9%, from $45.9 million in 2008 to
$53.2 million in 2009. Operating income, as a percentage of net sales, increased from 11.1% in 2008 to 11.4% in 2009.

For
the foregoing reasons, operating income for the wholesale segment increased by $7.0 million, or 16.7%, from $41.9 million in 2008 to $48.9 million in 2009. Also, for
the reasons discussed above, operating income for the retail segment increased by $0.3 million, or 7.5%, from $4.0 million in 2008 to $4.3 million in 2009.

Interest expense, net.Interest expense, net decreased by $2.3 million, or 51.1%, from $4.5 million in 2008 to
$2.2 million in 2009 as we benefited primarily from a lower average interest rate for 2009 when compared to 2008. The average balance of total debt outstanding decreased from
$89.0 million in 2008 to $88.0 million in 2009. The average interest rate during 2008 was 5.1% as compared to an average interest rate of 2.3% in 2009.

Income taxes.Income tax expense decreased $2.7 million, or 16.2%, from $16.7 million in 2008 to $14.0 million in
2009. Our effective tax rate decreased from 40.3% in 2008 to 27.4% in 2009. The lower effective income tax rate for 2009 was due primarily to the resolution of an IRS audit for the 2005 fiscal year
which was concluded during 2009. As a result, we have adjusted our liabilities for uncertain tax positions under ASC 740.10.25 and recognized additional net deferred tax assets, principally in
relation to NOLs. Our effective income tax rate, excluding this non-cash, one-time benefit of $6.1 million, was 39.3%. The decrease in the adjusted effective income tax
rate when compared to the prior year was a result of reductions in taxes on income from foreign operations.

Net income.For the foregoing reasons, our net income increased by $12.3 million, or 49.8%, from $24.7 million in 2008 to
$37.0 million in 2009. Excluding the one-time tax benefit mentioned above, net income for 2009 increased $6.2 million, or 25.1%.

LIQUIDITY AND CAPITAL RESOURCES

Our cash resources are primarily used to fund working capital, debt service, capital expenditures and, if applicable, our stock repurchase program. Our primary
source of liquidity will continue to be cash flows from operations, our existing cash balance and borrowings, if any, under our revolving loan (defined below).

36IMaidenform
Brands, Inc.

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Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

We had $73.2 million and $89.2 million in cash and cash equivalents as of January 1, 2011 and January 2, 2010, respectively. We generated positive
cash flow from operations of $31.3 million, $45.2 million and $33.0 million in 2010, 2009 and 2008, respectively. In 2010, we continued to control and strengthen our liquidity
while managing our balance sheet. Additionally, we elected to make a voluntary prepayment on our long-term debt of $16.0 million and chose to repurchase $32.4 million of our
common stock in 2010.

Further
deterioration in the financial markets could lead to business disruptions for certain of our suppliers, contract manufacturers or trade customers and consequently, could disrupt our business.
However, we believe that, absent unforeseen circumstances, our existing cash balances and available borrowings under the revolving loan, along with our future cash flow from operations, will enable us
to meet our liquidity needs and capital expenditure requirements for the foreseeable future.

In
2011, we expect to spend a total of approximately $8.0 to $9.0 million on capital expenditures, driven by information technology upgrades, including system enhancements specifically related
to our corporate, distribution and retail operations.

Our
credit agreement, entered into in June 2007, consists of a 7-year, $100.0 million amortizing first lien term loan (the "Term Loan") and a 5-year,
$50.0 million revolving loan facility (the "Revolving Loan," and together with the Term Loan, the "Credit Facility"). The Revolving Loan provides for direct borrowings and issuance of
stand-by letters of credit on our behalf. 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. Borrowings are limited by the borrowing base, which consists of 85.0% of eligible accounts receivable and 50.0% of eligible inventory. The borrowings and other
obligations under the Credit Facility and the guarantees are collateralized by a first priority perfected lien, subject to certain permitted liens, on substantially all of the personal property assets
and certain real property of the borrower and guarantors. We used the proceeds from the borrowings, together with available cash on hand, to repay all amounts then due under our then existing credit
facility.

At
January 1, 2011, we had $70.2 million outstanding under our Term Loan, and $0 outstanding with approximately $49.2 million available for borrowing under the Revolving Loan,
after giving effect to $0.8 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 on the maturity date. 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. We made $17.1 million of debt repayments during 2010, including a voluntary prepayment of $16.0 million.

At
January 1, 2011, borrowings under the Term Loan bear interest, at our option, at the London Interbank Offered Rate ("LIBOR") plus 1.0%, or at the base rate. Borrowings under the Revolving
Loan bear interest, at our option, at LIBOR plus 0.75%, or at the base rate. The LIBOR margin and the base rate margin will be determined quarterly based on our leverage ratio for the preceding four
fiscal quarters.

The
financial covenants for this facility include various restrictions with respect to us and our wholly owned subsidiary Maidenform, Inc., including the transfer of assets or the payment of
dividends between Maidenform, Inc. and its subsidiaries and us. At January 1, 2011 and January 2, 2010, Maidenform, Inc. had restricted net assets of approximately
$157.7 million, or 82.7% of total net assets and $166.6 million, or 99.9% of total net assets, respectively. See Note 20, "Condensed Financial Information of Parent Company," for
additional information regarding restricted net assets. We were in compliance with all debt covenants at January 1, 2011 and January 2, 2010.

2010 Form
10-KI37

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Below
is a summary of our actual performance under these financial covenants (dollars in thousands):

January 1, 2011
Covenant

January 2, 2010
CovenantActual fixed charge coverage ratio(a)


1.80 : 1.00


3.16 : 1.00Minimum fixed charge coverage ratio required(a)


1.25 : 1.00


1.25 : 1.00Actual fixed charge coverage ratio(b)


1.40 : 1.00


N/AMinimum fixed charge coverage ratio required(b)


0.85 : 1.00


N/AActual leverage ratio(c)


0.00 : 1.00


0.00 : 1.00Maximum leverage ratio permitted(c)


4.00 : 1.00


4.00 : 1.00Actual consolidated capital expenditures

$
6,884

$
5,894Maximum consolidated capital expenditures permitted

$
14,106

$
15,000


---

In
February 2010, the Board of Directors increased our stock repurchase program by an additional $37.5 million, increasing the amount then available under the plan to $50.0 million. We
are authorized to make repurchases from time to time pursuant to existing rules and regulations and other parameters approved by the Board of Directors. On March 16, 2010, we repurchased
$32.4 million of common stock at an average price per share of $20.30. Our Credit Facility was amended to permit the increased stock repurchase, subject to certain restrictions and limitations
set forth in the amendment to our Credit Facility. The total authorized amount remaining under the $50.0 million stock repurchase program was $17.6 million as of January 1, 2011.
We elected not to repurchase our common stock during 2009 and 2008.

Operating activities.In 2010, 2009 and 2008, we generated $31.3 million, $45.2 million and $33.0 million,
respectively, of cash flow from operations. The decrease in 2010 compared to 2009 was primarily driven by changes in working capital, partially offset by the increase in net income. The increase in
inventory was the result of investments made to service a higher sales volume and order fulfillment, new product introductions and supply chain management. The decrease in accounts payable was
primarily a result of the timing of inventory receipts and payments.

The
cash flow from operations during 2009 was favorably impacted by changes in working capital. This change was primarily driven by the cash provided by operations resulting from changes in working
capital. The increase in inventory and accounts payable was a result of several factors including, among other things, new product initiatives, higher sales volume and our desire to increase our
inventory levels for higher customer fulfillment of orders and to take advantage of incremental sales opportunities

38IMaidenform
Brands, Inc.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

and
meet ongoing sales demand for our products. Accounts receivable increased as a result of higher wholesale net sales and the timing of cash collections.

Investing activities.Cash flows used in investing activities were $6.9 million in 2010, $4.1 million in 2009 and
$3.2 million in 2008. Capital expenditures during 2010 and 2009 related to information technology upgrades, including the implementation of an enterprise resource planning system and the
re-launch of our e-commerce website. In addition to capital expenditures, 2009 included the proceeds received from the sale of our previous corporate headquarters. The use of
cash for investing activities in 2008 was primarily due to expenditures outfitting our second distribution center, the build-out of the Donna Karan and DKNY showroom and other renovations
in our New York City showroom, information technology, and the opening of five new stores.

Financing activities.Cash flows used in financing activities were $40.3 million in 2010 compared to cash flows provided by
financing activities of $4.6 million in 2009 and cash flows used in financing activities of 1.3 million in 2008. The increase in cash flows used in financing activities was primarily due
to the $32.4 million repurchase of our common stock under our stock repurchase plan and the $16.0 million prepayment on our long-term debt. During 2010 and 2009, we benefited
from increased proceeds and tax benefits related to equity award activity. During 2009 and 2008, we elected not to make any voluntary prepayments on our long-term debt and elected not to
repurchase our common stock.

Contractual obligations, commitments and off balance sheet arrangements

We have various contractual obligations which are recorded as liabilities in our consolidated financial statements. Other items, such as certain purchase commitments and other
executory contracts, are not recognized as liabilities in our 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 January 1, 2011 and the future periods in which such obligations are expected to be settled
in cash. In addition, the table reflects the timing of principal payments on outstanding borrowings. Additional details regarding these obligations are provided in the notes to the audited
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

In Fiscal2011

2012

2013

2014

2015

Thereafter

Total(in millions)Long-term debt

$
1.1

$
1.1

$
1.1

$
66.9

$


$


$
70.2Interest on long-term debt(1)


0.9


0.9


0.9


0.3








3.0Obligations under capital lease(2)


0.3


0.3


0.2











0.8Operating leases(3)


8.7


7.4


5.1


3.5


2.5


3.1


30.3Total financial obligations


11.0


9.7


7.3


70.7


2.5


3.1


104.3Other contractual obligations(4)


4.4


5.2


5.8


8.3


5.1





28.8Purchase obligations(5)


131.7

















131.7Total financial obligations and commitments

$
147.1

$
14.9

$
13.1

$
79.0

$
7.6

$
3.1

$
264.8


(1)The
interest rate assumed was the rate in effect at January 1, 2011.(2)Includes
amounts classified as interest expense under capital leases.


2010 Form
10-KI39

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(3)The
operating leases included in the above table consist of minimum rent payments and does 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 audited consolidated balance sheets in accounts payable or other current liabilities are excluded from
the table above.


As
of January 1, 2011, our total liabilities for unrecognized tax benefits and related interest and penalties amounted to $4.0 million (before federal and, if applicable, state effect).
Liabilities for unrecognized tax benefits have not been included in the schedule of cash contractual obligations because we cannot make a reasonably reliable estimate of the amount and period of
related future payments of these liabilities.

In
addition to the total contractual obligations and commitments included in the table above, we have pension and postretirement benefit obligations included in other non-current
liabilities, as further described in the notes to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. We expect to contribute
approximately $0.5 million to our pension and postretirement plans during 2011.

Off-balance sheet arrangements.Our most significant off-balance sheet financing arrangements as of
January 1, 2011 are non-cancelable operating lease agreements, primarily for our company-operated outlet stores, our corporate 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared
in accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of
contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

Our
significant accounting policies are described in our notes to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The following
discussion addresses our critical accounting policies, which are those that require our most difficult and subjective judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.

Accounts receivable.Accounts receivable consist primarily of amounts due from customers. We provide reserves for accounts receivable that
may not be realized as a result of uncollectibility, sales returns, markdowns, and other customer allowances. Reserves are determined based on historical experience, credit quality, age of accounts
receivable balances, and economic conditions that may affect a customer's ability to pay. We believe that our reserves provide reasonable assurance that such balances are reflected at net realizable
value.

40IMaidenform
Brands, Inc.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Inventories.Inventories are stated at the lower of cost or market. The cost of wholesale inventory is based on standard costs, which
approximate first-in, first-out (FIFO), while the cost of product acquired from third parties for sale through our retail segment is based on the retail inventory method. We
provide reserves for slow-moving inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those we project, additional reserves may be required.

Goodwill and intangible assets.Goodwill and other intangible assets with indefinite useful lives are evaluated by us for impairment on an
annual basis, or more frequently if certain events occur or circumstances exist. We evaluated goodwill and intangible assets during the fourth quarter of 2010 and determined that no impairment exists
with no reporting unit at risk. At January 1, 2011, we had zero cumulative impairment losses.

We
allocate our goodwill to our reporting units. In evaluating goodwill for impairment, we compare the fair value of the reporting unit to its carrying amount. If the fair value is less than the
carrying amount, an impairment loss is recorded to the extent that the implied fair value of the goodwill is less than its carrying amount. To determine the fair values, we use both a discounted cash
flow approach and a market approach.

In
reviewing intangible assets with indefinite useful lives for impairment, we compare the carrying amount of such asset to its fair value. We estimate the fair value using discounted cash flows
expected from the use of the asset. When the estimated fair value is less than its carrying amount, an impairment loss is recognized equal to the difference between the asset's fair value and its
carrying amount. In addition, intangible assets with indefinite useful lives are reviewed for impairment whenever events such as product discontinuance or other changes in circumstances indicate that
the carrying amount may not be recoverable.

The
performance of the goodwill and intangible asset impairment tests are subject to significant judgment in determining the estimation of future cash flows, discount rates, and other assumptions.
Changes in these estimates and assumptions could have a significant impact on the fair value and impairment of goodwill and intangible assets.

Impairment of long-lived assets.Long-lived assets, primarily property and equipment, and intangible assets with
finite lives, are periodically reviewed and evaluated by us when events and circumstances indicate that the carrying amount of these assets may not be recoverable. For long-lived assets,
this evaluation is based on the expected future undiscounted operating cash flows of the related assets. Should such evaluation result in us concluding that the carrying amount of
long-lived assets has been impaired, an appropriate write-down to their fair value would be recorded. Included in 2010 amortization expense is $1.4 million related to
the impairment of an intangible asset during the first quarter, which we determined had no future benefit. At January 1, 2011, we had $1.4 million of cumulative impairment losses.

Revenue recognition.Net sales from the wholesale segment are recognized when the customer takes possession, at which time title and the
risks and rewards of ownership pass to the customer and persuasive evidence of a sale arrangement exists, delivery of the product has occurred, the price is fixed or determinable, and payment is
reasonably assured. In the case of sales by our retail operations, net sales are recognized at the time the customer takes possession of the merchandise at the point-of-sale in
our stores and kiosks and carts, and for our internet sales, net sales are recognized when the products are received by the customer. Reserves for sales returns, markdown allowances, cooperative
advertising, discounts and other customer deductions are provided when sales are recorded or when the commitment is incurred.

Income taxes.We account for income taxes using the liability method which recognizes the amount of income tax payable or refundable for
the current year and recognizes deferred tax liabilities and assets for the future tax consequences of the events that have been recognized in the financial statements or tax returns. For those
uncertain tax positions where it is "more likely than

2010 Form
10-KI41

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

not"
that a tax benefit will be sustained, we have recorded the tax benefit. For those income tax positions where it is not "more likely than not" that a tax benefit will be sustained, no tax benefit
has been recognized. Where applicable, associated interest and penalties are recorded. We routinely evaluate all deferred tax assets to determine the likelihood of
their realization and record a valuation allowance if it is "more likely than not" that a deferred tax asset will not be realized. This assessment requires us to consider all available positive and
negative evidence to determine whether, based on such evidence, it is "more likely than not" that our net deferred tax assets will be realized in future periods.

Accrued expenses.Accrued expenses for health insurance, workers' compensation insurance, incentive compensation, professional fees, and
other outstanding obligations are based on actual commitments. These estimates are updated periodically as additional information becomes available.

Benefit plans (including postretirement plans).The long-term rate of return for our pension plan is established via a building
block approach with proper consideration of diversification and rebalancing. Historical markets are studied and long-term historical relationships between equity and fixed-income
securities are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors, such as
inflation and interest rates, are evaluated before long-term capital market assumptions are determined. We employ a total return investment approach whereby a mix of equities and
fixed-income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan
liabilities, plan funded status and corporate financial condition. The assets of our pension plan are held in pooled-separate accounts and are invested in mutual funds consisting of a diversified
blend of equity and fixed income securities. We use this investment approach in order to meet its diversification and asset allocation goals. Furthermore, equity investments are diversified across
domestic and foreign stocks, as well as growth, value, and small and large capitalizations. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio
reviews, annual liability measurements and periodic asset/liability studies. We expect to contribute approximately $0.4 million to our pension plan in 2011.

At
January 1, 2011, we used a discount rate assumption of 5.5% based upon the index fund that closely matches our expected pension benefit payouts. At January 1, 2011, we used a
long-term rate of return assumption of 8.5% based on the investment return of our pension plan assets, which are primarily in equity securities.

Effective
on January 1, 2007, the Company's pension plan was frozen. See notes to the audited consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

The
postretirement medical plans are unfunded plans. We expect to contribute to the plans an amount equal to benefit payments to be made in 2011 which are estimated to be $0.1 million. We
believe that changes in assumptions related to our postretirement plans would not materially impact our consolidated statements of financial position, results of operations or cash flows.

Recently issued accounting standards

In December 2010, the Financial Accounting Standards Board ("FASB") amended the existing guidance to modify Step 1 of the goodwill impairment test for a reporting unit with a
zero or negative carrying amount. We do not expect this to have any impact on our consolidated financial statements.

In
February 2010, the FASB issued an amendment to the guidance on subsequent events to eliminate the requirement for public companies to disclose the date through which subsequent events have been
evaluated. We will continue to evaluate subsequent events through the date of the issuance of our financial statements, however, consistent with the guidance, this date will no longer

42IMaidenform
Brands, Inc.

---



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

be
disclosed. The guidance became effective upon issuance and the adoption had no impact on our consolidated financial statements.

In
January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires disclosure of transfers of assets
and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy, including the reasons and the timing of the transfers and information on purchases, sales, issuance,
and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value measurement hierarchy. The adoption of this guidance is effective
for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures, which are effective for annual periods beginning after December 15,
2010. We have adopted this guidance in the financial statements presented herein, which did not impact our consolidated financial statements.

2010 Form
10-KI43

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Table of Contents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign currency risk.We do not believe that we have significant foreign currency transactional exposures. Our net sales for the years
ended 2010, 2009 and 2008 in currencies other than U.S. dollars were approximately $34.3 million, $29.2 million and $32.8 million, respectively. During 2010, our net sales were
favorably impacted by $0.3 million due to fluctuations in foreign currency exchange rates. During 2009, our net sales were unfavorably impacted by $2.1 million due to fluctuations in
foreign currency exchange rates. During 2008, our net sales were favorably impacted by $1.5 million 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. Our last swap contract
matured on December 31, 2009. At January 1, 2011, our debt portfolio was comprised of variable-rate debt, with no portion hedged. We estimate that a 1% change in interest
rates would have had a $0.7 million, $0.8 million and $0.6 million impact on our interest expense for 2010, 2009 and 2008, respectively.

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, nor do
we 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. Any raw material price increase would 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. We do not believe that inflation risk
is material to our business or our consolidated financial position, results of operations or cash flows. 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.

44IMaidenform
Brands, Inc.

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Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MAIDENFORM BRANDS, INC. AND SUBSIDIARIES  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



PAGEReport of Independent Registered Public Accounting Firm


46Consolidated Balance Sheets at January 1, 2011 and January 2, 2010


47Consolidated Statements of Income for the years ended January 1, 2011, January 2, 2010 and January 3,
2009


48Consolidated Statements of Stockholders' Equity for the years ended January 1, 2011, January 2, 2010 and
January 3, 2009


49Consolidated Statements of Cash Flows for the years ended January 1, 2011, January 2, 2010 and January 3,
2009


50Notes to Consolidated Financial Statements


51


2010 Form
10-KI45

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Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
Maidenform Brands, Inc.:

In
our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows present fairly, in all material respects, the
financial position of Maidenform Brands, Inc. and its subsidiaries at January 1, 2011 and January 2, 2010, and the results of their operations and their cash flows for each of the
three years in the period ended January 1, 2011 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of January 1, 2011, based on criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing
under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits
of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A
company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/
PricewaterhouseCoopers LLP

Florham
Park, New Jersey
March 7, 2011

46IMaidenform
Brands, Inc.

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Table of Contents



MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

January 1, 2011

January 2, 2010AssetsCurrent assetsCash and cash equivalents

$
73,221

$
89,159Accounts receivable, net


41,431


42,951Inventories


89,340


77,605Deferred income taxes


14,477


14,790Prepaid expenses and other current assets


7,659


7,878Total current assets


226,128


232,383Property, plant and equipment, net


25,898


22,228Goodwill


7,162


7,162Intangible assets, net


93,855


96,198Other non-current assets


540


771Total assets

$
353,583

$
358,742Liabilities and stockholders' equityCurrent liabilitiesCurrent portion of long-term debt

$
1,100

$
1,100Accounts payable


30,714


43,473Accrued expenses and other current liabilities


26,616


28,366Total current liabilities


58,430


72,939Long-term debt


69,050


86,150Deferred income taxes


24,657


22,934Other non-current liabilities


10,784


9,888Total liabilities


162,921


191,911Commitments and contingencies (Note 6 and 13)Stockholders' equityPreferred 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; 24,399,746 shares issued and 22,781,740 outstanding at January 1, 2011 and
23,981,108 issued and 23,341,444 outstanding at January 2, 2010


244


240Additional paid-in capital


76,091


66,574Retained earnings


148,641


112,419Accumulated other comprehensive loss


(4,218
)

(3,385
)Treasury stock, at cost (1,618,006 shares at January 1, 2011 and 639,664 shares at January 2, 2010)


(30,096
)

(9,017
)Total stockholders' equity


190,662


166,831Total liabilities and stockholders' equity

$
353,583

$
358,742


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

2010 Form
10-KI47

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Table of Contents



MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Net sales

$
556,709

$
466,255

$
413,542Cost of sales


356,364


305,272


257,848Gross profit


200,345


160,983


155,694Selling, general and administrative expenses


123,982


107,810


109,781Operating income


76,363


53,173


45,913Interest expense, net


1,054


2,196


4,521Income before provision for income taxes


75,309


50,977


41,392Income tax expense


30,029


13,984


16,672Net income

$
45,280

$
36,993

$
24,720Basic earnings per common share

$
1.99

$
1.62

$
1.10Diluted earnings per common share

$
1.94

$
1.56

$
1.05Basic weighted average number of shares outstanding


22,737,207


22,781,363


22,402,342Diluted weighted average number of shares outstanding


23,383,311


23,705,836


23,433,107


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

48IMaidenform
Brands, Inc.

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Table of Contents



MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share amounts)

Common Stock

Treasury Stock





Accumulated
Other
Comprehensive
Income (Loss)Additional
Paid-in
Capital

Retained
Earnings

Total
Stockholders'
EquityShares

$

Shares

$Balance at December 29, 2007


23,488,357

$
235


(1,131,065
)
$
(15,935
)
$
60,919

$
53,526

$
872

$
99,617Stock-based compensation














1,398








1,398Equity award activity








138,711


1,953


(1,750
)







203Comprehensive incomeNet income

















24,720





24,720Changes during the period (see Note 11)




















(6,280
)

(6,280
)Total comprehensive income























18,440Balance at January 3, 2009


23,488,357


235


(992,354
)

(13,982
)

60,567


78,246


(5,408
)

119,658Stock-based compensation














2,389








2,389Equity award activity


492,751


5


352,690


4,965


3,618


(2,820
)




5,768Comprehensive incomeNet income

















36,993





36,993Changes during the period (see Note 11)




















2,023


2,023Total comprehensive income























39,016Balance at January 2, 2010


23,981,108


240


(639,664
)

(9,017
)

66,574


112,419


(3,385
)

166,831Stock-based compensation














3,033








3,033Purchase of common stock for treasury








(1,593,675
)

(32,352
)










(32,352
)Equity award activity


418,638


4


615,333


11,273


6,484


(9,058
)




8,703Comprehensive incomeNet income

















45,280





45,280Changes during the period (see Note 11)




















(833
)

(833
)Total comprehensive income























44,447Balance at January 1, 2011


24,399,746

$
244


(1,618,006
)
$
(30,096
)
$
76,091

$
148,641

$
(4,218
)
$
190,662


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

2010 Form
10-KI49

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Table of Contents



MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Cash flows from operating activitiesNet income

$
45,280

$
36,993

$
24,720Adjustments to reconcile net income to net cash from operating activitiesDepreciation and amortization


3,654


3,278


3,612Amortization of intangible assets


1,111


1,160


1,160Amortization of deferred financing costs


202


185


189Stock-based compensation


3,033


2,389


1,398Deferred income taxes


2,604


(5,615
)

3,876Excess tax benefits related to stock-based compensation


(7,719
)

(3,296
)

(278
)Bad debt expense


(437
)

(134
)

2,218Other non-cash items


1,176


(2,168
)

Net changes in operating assets and liabilitiesAccounts receivable


1,753


(3,700
)

4,583Inventories


(11,769
)

(12,410
)

4,002Prepaid expenses and other current and non-current assets


217


(404
)

(2,135
)Accounts payable


(12,751
)

11,799


(4,355
)Accrued expenses and other current and non-current liabilities


(280
)

7,843


(2,731
)Income taxes payable


5,242


9,273


(3,286
)Net cash from operating activities


31,316


45,193


32,973Cash flows from investing activitiesCapital expenditures


(6,884
)

(5,894
)

(3,197
)Proceeds from sale of assets





1,817


Net cash from investing activities


(6,884
)

(4,077
)

(3,197
)Cash flows from financing activitiesTerm loan repayments


(17,100
)

(1,100
)

(1,375
)Proceeds from stock options exercised


2,460


2,759


235Excess tax benefits related to stock-based compensation


7,719


3,296


278Payments of capital lease obligations


(92
)

(193
)

(186
)Purchase of common stock for treasury


(32,352
)




Payments of employee withholding taxes related to equity awards


(898
)

(204
)

(215
)Net cash from financing activities


(40,263
)

4,558


(1,263
)Effects of exchange rate changes on cash


(107
)

22


(1,652
)Net (decrease) increase in cash


(15,938
)

45,696


26,861Cash and cash equivalentsBeginning of period


89,159


43,463


16,602End of period

$
73,221

$
89,159

$
43,463Supplementary disclosure of cash flow informationCash paid during the periodInterest

$
988

$
2,460

$
5,221Income taxes

$
21,965

$
12,301

$
15,642Supplemental schedule of non-cash investing and financing activitiesTreasury stock issued related to equity award activity

$
12,126

$
5,156

$
2,024Equipment acquired with capital lease obligations

$
603

$


$



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

50IMaidenform
Brands, Inc.

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Table of Contents



MAIDENFORM BRANDS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)

1. NATURE OF OPERATIONS

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 through multiple distribution channels including department stores and national chain stores, mass merchants (including warehouse clubs), and
other (including specialty retailers, off-price retailers, foreign distributors and licensees). In addition, we operated 73 retail outlet stores and eight kiosks and carts as of
January 1, 2011 and 73 retail outlet stores and one kiosk as of January 2, 2010, and sell products on our websites.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements include the accounts of Maidenform Brands, Inc. and its subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.

Use of estimates

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of net sales and expenses during the reporting period. The more significant estimates and assumptions are those used in determining accounts receivable and inventory reserves, pension and
postretirement liabilities, income taxes, accrued expenses and goodwill and intangible impairment analyses. Actual results could ultimately differ from these estimates.

Fiscal reporting period

We report our annual results of operations based on a fiscal period comprised of 52 or 53 weeks. Our fiscal years 2010, 2009 and 2008 ended January 1, 2011,
January 2, 2010 and January 3, 2009, respectively. Unless otherwise stated, references to years in the financial statements refer to fiscal years.

Fair value of financial instruments

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term
maturity of these instruments. The carrying amount of long-term debt at January 1, 2011 and January 2, 2010 approximates fair value as a result of the variable interest rates
being accrued and paid on our debt.

Foreign currency translation

The functional currency for our consolidated foreign subsidiaries is the local currency. Assets and liabilities of these subsidiaries are translated at the current exchange
rates in effect at the balance sheet dates while net sales and expenses are translated at the average exchange rates for the period. The resulting translation adjustments are recorded as a component
of accumulated other comprehensive income (loss) within stockholders' equity. Realized gains and losses from foreign currency transactions are reflected in the consolidated statements of income. Gains
and losses on foreign currency transactions amounted to a gain of $238 and $359 for 2010 and 2009, respectively, and a loss of $1,392 for 2008 and are included in selling, general and administrative
expenses.

Cash and cash equivalents

All highly liquid investments with original maturities of three months or less are classified as cash.

2010 Form
10-KI51

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts receivable

Accounts receivable consists primarily of amounts due from customers. We provide reserves for accounts receivable that may not be realized as a result of uncollectibility,
sales returns, markdowns, and other customer allowances. Reserves are determined based on actual commitments, historical experience, credit quality, age of accounts receivable balances, and existing
economic conditions. Reserves provided for accounts receivable aggregated $14,981 and $23,320 at January 1, 2011 and January 2, 2010, respectively. We believe these reserves provide
reasonable assurance that such balances are reflected at net realizable value.

Inventories

Inventories are stated at the lower of cost or market. The cost of wholesale inventory is based on standard costs, which approximate first-in, first-out
(FIFO), while the cost of product acquired from third parties for sale through our retail segment is based on the retail inventory method. Inventories at January 1, 2011 and January 2,
2010 consist of finished goods inventory.

Property, plant and equipment

Property, plant and equipment additions are recorded at cost. Equipment under capital leases and related obligations are recorded at an amount equal to the present value of
future minimum lease payments computed on the basis of our incremental borrowing rate or, when known, the interest rate implicit in the lease. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful lives of the respective assets or the life
of the lease, which ranges from 1 month to 9 years. Depreciation of equipment under capital leases is computed using the straight-line method based upon the
non-cancelable lease term of the applicable lease or the estimated useful life of the assets, whichever is applicable, and is included in depreciation expense. We have capitalized certain
costs incurred in connection with the development of internal-use software, including the implementation of an enterprise resource planning system, which are included in construction in
progress. The software costs include significant purchases of software and internal and external costs incurred during the application development stages. We also capitalize interest on internal
software development projects.

Useful
lives for property, plant and equipment are established for each common asset class and are based on our historical experience:

Buildings and building improvements

10-40 yearsMachinery and equipment

3-12 yearsFurniture, fixtures, equipment and technology

5-12 yearsLeasehold improvements

Lesser of initial lease term or estimated useful life


Repairs
and maintenance are expensed as they are incurred. When fixed assets are sold or otherwise disposed, the original costs of the assets and the related accumulated depreciation and any resulting
profit or loss is credited or charged to earnings.

Operating leases

Several of our operating leases contain rent holidays and/or predetermined rent increases during the term of such leases. For these leases, the aggregate rental expense is
recognized on a straight-line basis over the initial lease term. The difference in lease expense charged to earnings in any year and amounts payable under the leases during that year is
recorded as deferred rent.

If
we receive landlord incentives or allowances for leasehold improvements, the incentive or allowance is recorded as deferred rent and amortized as a reduction to lease expense over the initial lease
term.

52IMaidenform
Brands, Inc.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill and intangible assets

Goodwill and other intangible assets with indefinite useful lives are evaluated by us for impairment on an annual basis, or more frequently if certain events occur or
circumstances exist. We evaluated our goodwill and intangible assets during the fourth quarter of 2010 and determined that no impairment exists with no reporting unit at risk. At January 1,
2011, we had zero cumulative impairment losses.

We
allocate our goodwill to our reporting units. In evaluating goodwill for impairment, we compare the fair value of the reporting unit to its carrying amount. If the fair value is less than the
carrying amount, an impairment loss is recorded to the extent that the implied fair value of the goodwill is less than its carrying amount. To determine the fair values, we use both a discounted cash
flow approach and a market approach.

In
reviewing intangible assets with indefinite useful lives for impairment, we compare the carrying amount of such asset to its fair value. We estimate the fair value using discounted cash flows
expected from the use of the asset. When the estimated fair value is less than its carrying amount, an impairment loss is recognized equal to the difference between the asset's fair value and its
carrying amount. In addition, intangible assets with indefinite useful lives are reviewed for impairment whenever events such as product discontinuance or other changes in circumstances indicate that
the carrying amount may not be recoverable.

The
performance of the goodwill and intangible asset impairment tests are subject to significant judgment in determining the estimation of future cash flows, discount rates, and other assumptions.
Changes in these estimates and assumptions could have a significant impact on the fair value and impairment of goodwill and intangible assets.

Impairment of long-lived assets

Long-lived assets, primarily property and equipment, and intangible assets with finite lives, are periodically reviewed and evaluated by us when events and
circumstances indicate that the carrying amount of these assets may not be recoverable. This evaluation is based on the expected future undiscounted operating cash flows of the related assets. Should
such evaluation result in us concluding that the carrying amount of long-lived assets has been impaired, an appropriate write-down to their fair value would be recorded. At
January 1, 2011, we had $1,432 of cumulative impairment losses related to the impairment of an intangible asset during the first quarter, which we determined had no future benefit.

Deferred financing costs

Debt financing costs are deferred and amortized to interest expense using the effective interest method over the term of the related debt instrument.

Derivative instruments and hedging activities

From time to time, we may use financial instruments in the form of interest rate swaps to minimize our interest rate fluctuations. It is our policy to execute such instruments
with banks we believe to be creditworthy and not to enter into derivative financial instruments for speculative purposes. For derivative instruments that are designated and qualify as a cash flow
hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during
which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are
recognized in current earnings. Hedge ineffectiveness is measured at least quarterly based on the relative changes in fair value between the swap contract and the hedged item over time. Cash payments
or receipts between us and the counterparties to the swap agreement are recorded as an adjustment to interest expense.

2010 Form
10-KI53

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Comprehensive income

Comprehensive income includes net income and adjustments for foreign currency translation, benefit plan deferrals and unrealized income (loss) on cash flow hedges, when
applicable.

Revenue recognition

Net sales from our wholesale operations are recognized when the customer takes possession, at which time title and the risks and rewards of ownership pass to the customer and
persuasive evidence of a sale arrangement exists, delivery of the product has occurred, the price is fixed or determinable, and payment is reasonably assured. Reserves for sales returns, markdown
allowances, cooperative advertising, discounts and other customer deductions are provided when net sales are recorded or when the commitment is incurred. In the case of sales by our retail operations,
net sales are recognized at the time the customer takes possession of the merchandise at the point-of-sale in our stores and kiosks and carts, and for our internet sales, net
sales are recognized when the products are received by the customer.

Royalties and license fees

We license certain of our trademarks including Maidenform, Sweet Nothings, Self Expressions and others to qualified companies for use on intimate apparel, sleepwear and other
products. These royalties are recorded as earned, based upon the sale of licensed products by our licensees. Royalty income included in net sales amounted to $3,219, $3,242 and $2,754 for 2010, 2009
and 2008, respectively.

Shipping and handling expense

Shipping and handling expenses incurred in connection with our distribution centers include shipping supplies, related labor costs, third-party shipping costs, and certain
distribution overhead. Such costs are generally absorbed by us and are included in selling, general and administrative expenses. These costs amounted to $16,022, $13,481 and $13,454 for 2010, 2009 and
2008, respectively.

With
respect to the freight component of our shipping and handling costs, most customers arrange for the shipping of our product and pay the related freight costs directly to third-party freight
carriers. However, in limited circumstances, we arrange and pay the freight for these customers and bill them for this service and these amounts are immaterial.

Advertising expense

All advertising-related production costs are charged to expense when the advertisement is first shown in media. Production costs included in prepaid expenses and other current
assets were $658 and $496 at January 1, 2011 and January 2, 2010, respectively. Advertising expense included in selling, general and administrative expenses is $9,944, $8,457 and $10,153
for 2010, 2009 and 2008, respectively.

Stock-based compensation

We measure and recognize compensation expense for all share-based payment awards made to employees and non-employee directors based on estimated fair values. Compensation
expense is recognized using the straight-line method over the vesting periods of the awards.

See
Note 10, "Stock-Based Compensation," for additional information regarding our stock-based compensation plans.

54IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Earnings per share

Basic earnings per share are computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share
reflect the potential dilution that could occur if common stock equivalents were issued and exercised.

Income taxes

We account for income taxes using the liability method which recognizes the amount of income tax payable or refundable for the current year and recognizes deferred tax
liabilities and assets for the future tax consequences of the events that have been recognized in the financial statements or tax returns.

For
those uncertain tax positions where it is "more likely than not" that a tax benefit will be sustained, we have recorded the tax benefit. For those income tax positions where it is not "more likely
than not" that a tax benefit will be sustained, no tax benefit has been recognized. Where applicable, associated interest and penalties are recorded. We routinely evaluate all deferred tax assets to
determine the likelihood of their realization and record a valuation allowance if it is "more likely than not" that a deferred tax asset will not be realized. This assessment requires us to consider
all available positive and negative evidence to determine whether, based on such evidence, it is "more likely than not" that our net deferred tax assets will be realized in future periods. See
Note 12, "Income Taxes," for additional information regarding income taxes.

Treasury Stock

Shares of common stock repurchased by us are recorded as treasury stock at cost. Treasury stock is a reduction of stockholders' equity in the consolidated balance sheets. From
time to time, treasury shares may be reissued to satisfy share requirements on our stock incentive plans. When shares are reissued, we use an average cost method for
determining cost. The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

Recently issued accounting standards

In December 2010, the Financial Accounting Standards Board ("FASB") amended the existing guidance to modify Step 1 of the goodwill impairment test for a reporting unit with a
zero or negative carrying amount. We do not expect this to have any impact on our consolidated financial statements.

In
February 2010, the FASB issued an amendment to the guidance on subsequent events to eliminate the requirement for public companies to disclose the date through which subsequent events have been
evaluated. We will continue to evaluate subsequent events through the date of the issuance of our financial statements, however, consistent with the guidance, this date will no longer be disclosed.
The guidance became effective upon issuance and the adoption had no impact on our consolidated financial statements.

In
January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires disclosure of transfers of assets
and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy, including the reasons and the timing of the transfers and information on purchases, sales, issuance,
and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value measurement hierarchy. The adoption of this guidance is effective
for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures, which are effective for annual periods beginning after December 15,
2010. We have adopted this guidance in the financial statements presented herein, which did not impact our consolidated financial statements.

2010 Form
10-KI55

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at January 1, 2011 and January 2, 2010 consist of the following:

January 1, 2011

January 2, 2010Land

$
550

$
550Buildings and building improvements


6,848


6,839Machinery and equipment


5,312


5,008Furniture, fixtures, equipment and technology


16,502


10,847Construction-in-progress


5,181


5,238Leasehold improvements


10,521


9,69144,914


38,173Lessaccumulated depreciation and amortization


(19,016
)

(15,945
)$
25,898

$
22,228


Construction-in-progress
at January 1, 2011, primarily consisted of costs related to the implementation of an enterprise resource planning system.
Construction-in-progress at January 2, 2010, primarily consisted of costs related to the implementation of an enterprise resource planning system and the
re-launch of our e-commerce website.

Depreciation
and amortization expense included in selling, general and administrative expenses and cost of sales is $3,654, $3,278 and $3,612 for 2010, 2009 and 2008, respectively.

As
of January 1, 2011 and January 2, 2010, our assets under capital leases were comprised of office equipment and are set forth in the following table:

January 1, 2011

January 2, 2010Machinery and equipment

$
470

$
470Furniture, fixtures, equipment and technology


928


325Lessaccumulated depreciation


(543
)

(476
)$
855

$
319


4. GOODWILL AND OTHER INTANGIBLE ASSETS

Our goodwill and certain trademarks have been deemed to have indefinite lives and are not amortizable. Our licensing agreements and certain trademarks that do
not have indefinite lives are being amortized on a straight-line basis over 15 to 25 years.

56IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Components
of our intangible assets by segment at January 1, 2011 consist of the following:

Wholesale

Retail

TotalGross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
AmortizationAmortizing intangible assetsTrademarks

$
16,849

$
6,390

$
1,074

$
464

$
17,923

$
6,854Royalty licenses


8,318


2,208








8,318


2,208Patent


200











200


$
25,367

$
8,598

$
1,074

$
464

$
26,441

$
9,062Non-amortizing intangible assetsTrademarks

$
64,600




$
11,876




$
76,476


Components
of our intangible assets by segment at January 2, 2010 consist of the following:

Wholesale

Retail

TotalGross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
AmortizationAmortizing intangible assetsTrademarks

$
16,849

$
4,261

$
1,074

$
384

$
17,923

$
4,645Royalty licenses


8,318


1,874








8,318


1,874$
25,167

$
6,135

$
1,074

$
384

$
26,241

$
6,519Non-amortizing intangible assetsTrademarks

$
64,600




$
11,876




$
76,476


Our
non-amortizing intangible assets consist of trademarks for Maidenform and Flexees, as it is expected that these trademarks will contribute to cash flows indefinitely. These trademarks
have been in existence for many years and there is no foreseeable limit on the period of time over which they are expected to contribute cash flows. Aggregate amortization expense related to
intangible assets was $2,543 for 2010 and $1,160 for 2009 and 2008, respectively. Included in our 2010 amortization expense is $1,432 related to the impairment of an intangible asset during the
first quarter, which we determined had no future benefit.

Estimated
amortization expense for the next five years beginning with 2011 is as follows:

2011

$
1,0862012


1,0862013


1,0862014


1,0862015


1,086


2010 Form
10-KI57

---





Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Components of our goodwill by segment at January 1, 2011 and January 2, 2010 consist of the following:

Wholesale

Retail

TotalGoodwill

$
6,754

$
408

$
7,162


5. DEBT

January 1, 2011

January 2, 2010Long-term debtTerm loan facility

$
70,150

$
87,250Current maturities of long-term debt


1,100


1,100Non-current portion of long-term debt

$
69,050

$
86,150


In June 2007, we entered into a credit agreement, consisting of a 7-year, $100,000 amortizing first lien term loan (the "Term Loan") and a 5-year,
$50,000 revolving loan facility (the "Revolving Loan," and together with the Term Loan, the "Credit Facility"). The Revolving Loan provides for direct borrowings and issuance of stand-by
letters of credit on our behalf. 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. Borrowings are limited by the borrowing base, which consists of 85.0% of eligible accounts receivable and 50.0% of eligible inventory. The borrowings and other obligations under the Credit
Facility and the guarantees are collateralized by a first priority perfected lien, subject to certain permitted liens, on substantially all of the personal property assets and certain real property of
the borrower and guarantors. We used the proceeds from the borrowings, together with available cash on hand, to repay all amounts due under our then existing credit facility.

Additional
fees are payable under the Credit Facility including (i) a fee on outstanding letters of credit equal to the margin over LIBOR applicable to the Revolving Loan, (ii) a letter
of credit fronting fee equal to 0.25% per annum on the daily amount available to be drawn under outstanding letters of credit and (iii) an unused line fee on the maximum principle amount
undrawn under the Revolving Loan ranging from 0.15% to 0.35% determined quarterly based on our leverage ratio of the preceding four fiscal quarters.

The
Credit Facility contains affirmative and restrictive covenants, including: (a) maintenance of a minimum fixed charge coverage ratio, (b) maintenance of a maximum leverage ratio,
(c) limitations on consolidated capital expenditures, (d) limitations on the incurrence of indebtedness and liens, (e) limitations on investments/acquisitions and
(f) restrictions on
payments between Maidenform Brands, Inc. and its subsidiaries. Our subsidiaries are restricted from, directly or indirectly, declaring, ordering, paying, making or setting apart any sum for any
payment ("Restricted Junior Payments"). Our subsidiaries may, however, make Restricted Junior Payments to us to the extent necessary to permit us to (a) pay taxes and fees required to maintain
our existence, (b) pay general administrative costs and expenses, (c) repurchase shares of our capital stock from the employees of our subsidiaries, and (d) repurchase our capital
stock. 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. We were in compliance with all of the above covenants at January 1, 2011 and January 2, 2010.

At
January 1, 2011, we had $70,150 outstanding under our Term Loan, and $0 outstanding with approximately $49,175 available for borrowings under the Revolving Loan, after giving effect to $825
of outstanding letters of credit. Principal payments on the Term Loan are payable in quarterly installments of $275 with all remaining amounts due on the maturity date. We are permitted to voluntarily
prepay all or part of the principal balance of the Term Loan with such payments applied to scheduled principal payments in inverse order of their maturity. During 2010, we made $17,100 of debt
repayments which included a voluntary

58IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

prepayment
of $16,000. At January 2, 2010, we had $87,250 outstanding under our Term Loan, and $0 outstanding with approximately $48,145 available for borrowings under the Revolving Loan, after
giving effect to $1,855 of outstanding letters of credit.

At
January 1, 2011 and January 2, 2010, borrowings under the Term Loan bear interest, at our option, at LIBOR plus 1.0%, or at the base rate. Borrowings under the Revolving Loan bear
interest, at our option, at LIBOR plus 0.75%, or at the base rate. The LIBOR margin and the base rate margin will be determined quarterly based on our leverage ratio of the preceding four fiscal
quarters.

Our
highest level of debt outstanding for 2010 and 2009 were $87,250 and $88,350, respectively, at an average interest rate of approximately 2.3%, respectively. For 2010, 2009 and 2008, amortization
of financing costs included in interest expense was $202, $185 and $189, respectively.

Payments
due on long-term debt during each of the five years subsequent to January 1, 2011, are as follows:

2011

$
1,1002012


1,1002013


1,1002014


66,8502015


2016 and thereafter





6. LEASES

We lease our warehouses, retail stores, kiosks and carts, a showroom, office facilities and equipment under non-cancelable leases which expire on
various dates through 2020. In addition to minimum rentals, certain operating leases provide for annual rent increases for real estate taxes, maintenance and inflation. Several of our operating leases
contain renewal options and contingent rental payments based on individual store sales.

Minimum
annual lease obligations under non-cancelable leases at January 1, 2011 are as follows:

Operating
Leases

Capital Lease
Obligations

Total2011

$
8,742

$
313

$
9,0552012


7,447


313


7,7602013


5,081


202


5,2832014


3,533





3,5332015


2,470





2,4702016 and thereafter


3,016





3,016Total minimum lease payments

$
30,289


828

$
31,117Less amount representing interest





19Present value of minimum lease payments





809Current maturities of minimum lease payments





299Non-current portion of minimum lease payments




$
510


2010 Form
10-KI59

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Total rent expense included in selling, general and administrative expenses under operating leases, exclusive of property taxes and other property related expenses charged to
earnings, was $8,917, $7,729 and $7,446 for 2010, 2009 and 2008, respectively.

7. BENEFIT PLANS

We sponsor the Maidenform, Inc. Savings Plan (the "401(k) Plan"), which operates pursuant to Section 401(k) of the Internal Revenue Code and
covers substantially all eligible employees not covered by the multiemployer union pension plan described above. Effective April 1, 2009, the 401(k) Plan was amended to reflect a change in the
employer's matching contribution. We will make a qualified matching contribution in an amount equal to 50% of the participant's contribution not to exceed 4% of the participant's pre-tax
compensation. During 2010, 2009 and 2008, we contributed $473, $469 and $840, respectively.

We
sponsor a defined benefit pension plan, the Maidenform, Inc. Retirement Plan (the "Retirement Plan,"), covering substantially all eligible employees not covered by the union plans described
below. Effective January 1, 2007, the Retirement Plan was frozen for current participants and closed to new entrants. If we choose to terminate the pension plan, we will recognize a
one-time settlement loss or gain depending on the funded status at the time of termination. There is no requirement to terminate the plan.

We
also make contributions to multiemployer plans that provide defined pension benefits and health and welfare benefits to our unionized employees represented by Worker's United. The contributions for
the multiemployer defined benefit pension plans amounted to $325, $288 and $275 for 2010, 2009 and 2008, respectively. The contributions for the health and welfare plans, including a
prescription drug program, amounted to $1,506, $1,324 and $1,280 for 2010, 2009 and 2008, respectively.

Obligations and funded status

January 1, 2011

January 2, 2010Changes in benefit obligationBenefit obligation, beginning of period

$
19,778

$
19,013Interest cost


1,172


1,139Assumption changes


1,468


Actuarial loss


100


254Benefits paid


(687
)

(628
)Benefit obligation, end of period

$
21,831

$
19,778Change in plan assetsFair value of plan assets, beginning of period

$
16,563

$
13,781Return on plan assets


1,969


3,362Employer contributions


61


130Plan expenses


(83
)

(82
)Benefits paid


(687
)

(628
)Fair value of plan assets, end of period

$
17,823

$
16,563Funded status and net amount recognizedPlan assets less than benefit obligation

$
(4,008
)
$
(3,215
)Net amounts recognized in other non-current liabilities

$
(4,008
)
$
(3,215
)


Amounts recognized in other comprehensive income (loss) consist of a pretax net loss of $874 at January 1, 2011 and a pretax net gain of $2,184 at January 2, 2010.
Amounts recognized in accumulated other comprehensive income (loss) at January 1, 2011

60IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and
January 2, 2010 consists of a pretax net loss of $5,869 and $4,995, respectively. The estimated net loss that is expected to be amortized from accumulated other comprehensive income (loss)
into net periodic benefit cost during 2011 is $225.

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Components of net periodic benefit costInterest cost

$
1,172

$
1,139

$
1,094Expected return on plan assets


(1,381
)

(1,147
)

(1,631
)Amortization of net loss


190


304


Net periodic benefit cost

$
(19
)
$
296

$
(537
)


Assumptions

Weighted average assumptions used to determine benefit obligations:

2010

2009Discount rate


5.50
%

6.00
%


We use the Citigroup Pension Liability Index rate to determine the discount rate.

Weighted
average assumptions used to determine net periodic benefit cost:

2010

2009

2008Discount rate


6.0
%

6.0
%

6.5
%Expected return on plan assets


8.5
%

8.5
%

8.5
%Rate of compensation increase


N/A


N/A


N/A


The long-term rate of return for our pension plan is established via a building block approach with proper consideration of diversification and rebalancing.
Historical markets are studied and long-term historical relationships between equity and fixed-income securities are preserved consistent with the widely accepted capital market principle
that assets with higher volatility generate a greater return over the long run. Current market factors, such as inflation and interest rates, are evaluated before long-term capital market
assumptions are determined.

Plan assets

Weighted average asset allocations for the Retirement Plan at January 1, 2011 and January 2, 2010 and the targeted asset allocation for 2011 by asset category are
as follows:

2011
Targeted

2010

2009Equity securities


65
%

64
%

65
%Fixed income securities


35


36


35100
%

100
%

100
%


2010 Form
10-KI61

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Fair Value Measurements at January 1, 2011Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

TotalSeparate investments accountsSelect Small Cap Growth Equity Fund

$


$
957

$


$
957Premier Core Bond Fund





1,671





1,671Premier Short-Duration Bond Fund





4,219





4,219Thornburg International Value Fund





894





894Wells Fargo Advantage Capital Growth Fund





1,908





1,908Select Blue Chip Growth II (T. Rowe Price)





941





941Select Small Company Value Fund





961





961Premier Money Market Fund





690





690Select Fundamental Value Fund (Wellington)





927





927Select Focused Value Fund (Harris)





943





943Premier Enhanced Index Value Fund





1,838





1,838Wells Fargo Advantage Special Mid Cap Value Fund





950





950Mid Cap Value (Perkins)





924





924$


$
17,823

$


$
17,823


We employ a total return on investment approach whereby a mix of equities and fixed-income investments are used to maximize the long-term return of plan assets for
a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The assets of the Retirement Plan are
held in pooled-separate accounts and are invested in mutual funds consisting of a diversified blend of equity and fixed income securities. We use this investment approach in order to meet its
diversification and asset allocation goals. Furthermore, equity investments are diversified across domestic and foreign stocks, as well as growth, value, and small and large capitalizations.
Investments risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies.

Cash flows

Contributions

We expect to contribute approximately $438 to the Retirement Plan in 2011, relating to the 2010 plan year, based upon the current funded status and
expected asset return assumptions.

Estimated future benefit payments

Benefit payments are expected to be paid as follows:

2011

$
8152012


8612013


8902014


9652015


9942016-2020


5,779


62IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. POSTRETIREMENT PLANS

We use a December 31 measurement date for the postretirement plans.

Obligations and funded status

January 1, 2011

January 2, 2010NCC
Plan

Company
Plan

NCC
Plan

Company
PlanChanges in benefit obligationBenefit obligation, beginning of period

$
468

$
262

$
482

$
244Interest cost


21


13


28


13Actuarial (gain) loss


(25
)

(7
)

40


33Benefits paid


(59
)

(35
)

(82
)

(28
)Benefit obligation, end of period

$
405

$
233

$
468

$
262Changes in plan assetsFair value of plan assets, beginning of period

$


$


$


$
Employer contribution


59


35


82


28Benefits paid and settlements


(59
)

(35
)

(82
)

(28
)Fair value of plan assets, end of period

$


$


$


$
Funded status and net amount recognizedPlan assets less than benefit obligation

$
(405
)
$
(233
)
$
(468
)
$
(262
)Net amounts recognized in other non-current liabilities

$
(405
)
$
(233
)
$
(468
)
$
(262
)


Amounts recognized in other comprehensive income (loss) consist of a pretax net loss of $6 and $73 at January 1, 2011 and January 2, 2010, respectively. As of
January 1, 2011 and January 2, 2010 amounts recognized in accumulated other comprehensive income (loss) consist of a pretax net gain of $224 and $230, respectively. The estimated gain
that is expected to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost during 2011 is $25.

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009NCC
Plan

Company
Plan

NCC
Plan

Company
Plan

NCC
Plan

Company
PlanComponents of net periodic benefit costInterest cost

$
21

$
13

$
28

$
13

$
30

$
11Amortization of (gains) and losses


(30
)

(7
)

(34
)

33


(38
)

49Net periodic benefit cost

$
(9
)
$
6

$
(6
)
$
46

$
(8
)
$
60


Assumptions

Weighted average assumptions used to determine benefit obligations:

2010

2009NCC
Plan

Company
Plan

NCC
Plan

Company
PlanDiscount rate


5.00
%

5.00
%

5.50
%

5.50
%


2010 Form
10-KI63

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Weighted average assumptions used to determine net periodic benefit cost:

2010

2009

2008NCC
Plan

Company
Plan

NCC
Plan

Company
Plan

NCC
Plan

Company
PlanDiscount rate


5.50
%

5.50
%

6.00
%

6.00
%

6.50
%

6.00
%


Assumed healthcare cost trend rates

2010

2009

2008NCC
Plan

Company
Plan

NCC
Plan

Company
Plan

NCC
Plan

Company
PlanHealthcare cost trend rate assumed for next year


9.00
%

9.00
%

7.50
%

9.00
%

8.00
%

9.50
%Rate to which the cost trend rate is assumed to decline


5.00
%

5.00
%

5.00
%

5.00
%

5.00
%

5.00
%Year that the rate reaches the ultimate trend rate


2017


2019


2016


2018


2016


2018


Assumed healthcare cost trend rates may have a significant effect on the amounts reported for the healthcare plans. A 1% point change in assumed healthcare cost trend rates
would have the following effects on the NCC Plan:

1%
Point
Increase

1%
Point
DecreaseEffect on total of service and interest cost components

$
1

$
(1
)Effect on postretirement benefit obligation


15


(14
)


A 1% point change in assumed healthcare cost trend rates would have the following effects on the Company Plan:

1%
Point
Increase

1%
Point
DecreaseEffect on total of service and interest cost components

$


$
Effect on postretirement benefit obligation


8


(8
)


Cash flows

Contributions

The postretirement plans are unfunded plans. We expect to contribute to the plan an amount equal to benefit payments to be made in 2011 which are
estimated to be $95.

Estimated future benefit payments

Benefit payments, which reflect future service, as appropriate, are expected to be paid as follows:

2011

$
952012


882013


822014


752015


692016-2020


250


64IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. STOCKHOLDERS' EQUITY

In February 2010, the Board of Directors increased our stock repurchase program by an additional $37,526, increasing the amount then available under the plan to
$50,000. 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. On
March 16, 2010, we repurchased $32,352 of common stock at an average price per share of $20.30. Our Credit Facility
was amended to permit the increased stock repurchase, subject to certain restrictions and limitations set forth in the amendment of our Credit Facility. At January 1, 2011, we had $17,648
remaining available under our $50,000 stock repurchase program authorized in February 2010. At January 2, 2010 we had $12,474 remaining available under our $25,000 stock repurchase program
authorized in August 2007. We elected not to repurchase our common stock during 2009 and 2008.

10. STOCK-BASED COMPENSATION

In July 2005, the Board of Directors adopted the Maidenform Brands, Inc. 2005 Stock Incentive Plan pursuant to which we can grant to employees,
consultants and non-employee directors equity-based awards. On May 21, 2009, at our annual meeting of stockholders, our stockholders approved the amendment and restatement of the
plan. In connection with the amendment and restatement, the shares set aside and reserved for issuance under the plan were increased by 400,000 shares to 2,150,000 shares. Also on that date, the plan
was renamed the Maidenform Brands, Inc. 2009 Omnibus Incentive Plan ("Omnibus Plan"). The Omnibus Plan provides for a variety of vesting dates with the majority of the awards vesting in annual
increments of 25% of the number of awards granted over the first four years of the grant and expiring between seven to ten years after the date of grant. At January 1, 2011, a total of 410,301
shares were available for future grants under the Omnibus Plan.

We
also maintain other stock incentive plans such as the 2004 Rollover Stock Option Plan, the 2004 Stock Option Plan and the 2004 Stock Option Plan for Non-Employees Directors. These plans
were amended to provide that no additional equity-based awards shall be available for issuance under these plans, although previously granted awards will continue to remain outstanding in accordance
with the terms of the applicable award agreements and the applicable plans.

Stock Options

We use the Black-Scholes option-pricing model to determine the fair value of stock options and stock appreciation rights ("Stock Options") on the dates of grant.

The
following table presents the weighted average fair values and assumptions used in valuing of Stock Options granted during 2010, 2009 and 2008:

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Weighted average fair value

$
7.11

$
4.10

$
5.06Assumptions used:Dividend yield


0.0
%

0.0
%

0.0
%Risk-free interest rate


2.47%  2.49
%

1.14%  2.02
%

2.67%  3.22
%Expected life (years)


5


4 & 5


4 & 5Volatility


46.21
%

44.10%  48.37
%

34.30%  35.92
%Weighted average market price on date of grant

$
16.45

$
10.33

$
14.34


The aggregate fair value of Stock Options on the grant dates were $897, $179 and $1,261 for Stock Options granted during 2010, 2009 and 2008, respectively. These amounts
are being expensed over the vesting periods. We recorded stock-based compensation expense related to Stock Options, which represents the amortization of the fair value of the awards issued, of
approximately $617, $704 and $948 for 2010, 2009 and 2008, respectively.

2010 Form
10-KI65

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At
January 1, 2011, there was approximately $1,188 of unrecognized compensation expense, adjusted for estimated forfeitures, related to non-vested Stock Options. Total unrecognized
compensation expense will be adjusted for future changes in estimated forfeitures. Total unrecognized compensation expense is expected to be recognized over a weighted average period of
1.7 years and does not include the impact of any future Stock Options awards.

At
January 1, 2011, the aggregate intrinsic value of Stock Options outstanding and Stock Options exercisable was $6,916 and $4,761, respectively. The aggregate intrinsic value of Stock Options
exercised was $19,393, $9,663 and $1,303 during 2010, 2009 and 2008, respectively. The intrinsic value of a Stock Option is the amount by which the market value of the underlying stock exceeds
the exercise price of the option.

The
following table summarizes Stock Options outstanding and exercisable at January 1, 2011:

Stock Options Outstanding

Stock Options ExercisableRange of
Exercise Prices

Stock
Options
Outstanding

Weighted
Average
Remaining
Contract Life

Weighted
Average
Exercise
Price

Number
Exercisable

Weighted
Average
Remaining
Contract Life

Weighted
Average
Exercise
Price$1.82


27,442

2.5 years

$
1.82


27,442

2.5 years

$
1.823.64


73,532

3.2 years


3.64


73,532

3.2 years


3.649.16  12.48


77,618

3.7 years


10.48


52,744

2.9 years


10.8612.75  17.00


435,670

4.1 years


15.92


223,200

2.8 years


16.1518.74  23.02


81,308

3.5 years


19.22


61,586

3.4 years


19.110.06


434

1.1 years


0.06


434

1.1 years


0.06696,004

3.8 years





438,938

2.9 years


Changes in Stock Options outstanding are summarized as follows:

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Number of
Stock
Options

Weighted
Average
Exercise
Price

Number of
Stock
Options

Weighted
Average
Exercise
Price

Number of
Stock
Options

Weighted
Average
Exercise
PriceStock Options outstanding, beginning of year


1,566,032

$
6.81


2,621,742

$
6.75


2,680,293

$
6.14Granted


126,149


16.45


43,567


10.33


248,980


14.34Cancelled or forfeited


(15,146
)

15.78


(274,163
)

16.75


(158,784
)

12.60Exercised


(981,031
)

2.93


(825,114
)

3.49


(148,747
)

2.27Stock Options outstanding, end of year


696,004

$
13.83


1,566,032

$
6.81


2,621,742

$
6.75Stock Options exercisable, end of year


438,938

$
12.92


Restricted Stock

The fair value of restricted stock and restricted stock units ("Restricted Stock") is determined based on the quoted price of our common stock on the dates of grant.

The
aggregate fair value of shares of Restricted Stock on their respective grant dates was $1,621, $5,348 and $1,631 for shares of Restricted Stock granted during 2010, 2009 and 2008,
respectively. These amounts are being expensed over the vesting periods. We recorded stock-based compensation expense related to Restricted Stock, which represents the amortization of fair value of
the awards issued, of approximately $2,282, $1,685 and $450 for 2010, 2009 and 2008, respectively.

66IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At
January 1, 2011, there was approximately $4,552 of unrecognized compensation expense, adjusted for estimated forfeitures, related to non-vested Restricted Stock. Total
unrecognized compensation expense will be adjusted for future changes in estimated forfeitures. Total unrecognized compensation expense is expected to be recognized over a weighted average period of
1.8 years and does not include the impact of any future Restricted Stock awards.

The
aggregate intrinsic value of Restricted Stock vested was $2,503, $605 and $318 during 2010, 2009 and 2008, respectively.

Changes
in Restricted Stock outstanding are summarized as follows:

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Number of
Restricted
Stock

Weighted
Average
Grant Date
Fair Value

Number of
Restricted
Stock

Weighted
Average
Grant Date
Fair Value

Number of
Restricted
Stock

Weighted
Average
Grant Date
Fair ValueRestricted Stock outstanding, beginning of year


628,626

$
10.78


172,182

$
16.13


96,286

$
19.12Granted


94,565


17.14


543,132


9.85


112,602


14.48Forfeited


(18,842
)

12.64


(44,397
)

15.36


(14,644
)

18.60Vested


(110,443
)

12.01


(42,291
)

15.79


(22,062
)

19.12Restricted Stock outstanding, end of year


593,906

$
11.50


628,626

$
10.78


172,182

$
16.13


Performance shares

Our performance share awards permit the holder to receive, after a specified performance period, a number of shares of our common stock for each performance share awarded. The
number of shares of common stock to be received is determined by a predetermined formula based on the extent to which certain performance criteria are met. During 2010, we awarded performance shares
with a performance measure based upon the absolute revenue attributable to shapewear sales and performance shares with a performance measure based upon our relative total stockholder return compared
to a peer group of companies. The awards cliff vest at the end of the performance period, which is three years.

The
aggregate fair value of performance share awards on the grant dates was $512 for performance share awards granted during 2010. We did not issue performance share awards in 2009 and 2008. We
recorded stock-based compensation expense related to performance share awards of approximately $134 for 2010.

At
January 1, 2011, there was approximately $347 of unrecognized compensation expense related to non-vested performance share awards. Total unrecognized compensation expense is
expected to be recognized over a weighted average period of 2.1 years and does not include the impact of any future performance share awards.

The
fair value of the performance shares subject to the performance conditions is determined based on the quoted price of our common stock on the dates of grant. The weighted average fair value of
performance shares subject to performance conditions was $16.33 for 2010.

2010 Form
10-KI67

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
fair value of performance shares subject to market conditions is determined using a Monte Carlo simulation model. In connection with the Monte Carlo valuations for the 2010 performance share
issuances, the following table presents the fair values determined and assumptions used:

For the Year EndedJanuary 1, 2011Weighted average fair value

$
23.16Assumptions used:Dividend yield


0.0
%Risk-free interest rate


1.34
%Market price

$
16.33


Changes in performance shares outstanding are summarized as follows:

Number of
Performance
Shares

Weighted
Average
Grant Date
Fair ValuePerformance shares outstanding, beginning of year




$
Granted


25,940


19.75Forfeited


(1,568
)

19.75Vested





Performance shares outstanding, end of year


24,372

$
19.75


11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of and changes in accumulated other comprehensive income (loss) are as follows:

Foreign
Currency
Translation
Adjustments(a)

Benefit Plan Deferrals
(net of tax)(b)

Interest
Rate Swaps,
(net of tax)(c)

Accumulated
Other
Comprehensive
Income (Loss)Balance, at December 29, 2007

$
619

$
632

$
(379
)
$
872Changes during the period


(1,517
)

(4,791
)

28


(6,280
)Balance, at January 3, 2009


(898
)

(4,159
)

(351
)

(5,408
)Changes during the period


338


1,334


351


2,023Balance, at January 2, 2010


(560
)

(2,825
)




(3,385
)Changes during the period


(326
)

(507
)




(833
)Balance, at January 1, 2011

$
(886
)
$
(3,332
)
$


$
(4,218
)




68IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. INCOME TAXES

Income before provision for income taxes consists of the following:

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Domestic

$
73,859

$
49,514

$
41,091Foreign


1,450


1,463


301Total

$
75,309

$
50,977

$
41,392


Our provision for income taxes consists of the following:

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009CurrentFederal

$
22,062

$
15,457

$
9,952State and local


4,811


3,821


2,106Foreign


552


321


73827,425


19,599


12,796DeferredFederal


2,289


(4,754
)

3,714State and local


181


(914
)

52Foreign


134


53


1102,604


(5,615
)

3,876Total income tax provision

$
30,029

$
13,984

$
16,672


Our income tax rate is reconciled to the U.S. federal statutory tax rate as follows:

For the Years EndedJanuary 1, 2011

January 2, 2010(a)

January 3, 2009Federal statutory tax rate


35.0
%

35.0
%

35.0
%Foreign income taxes








1.8State and local income taxes, net of federal benefit


4.4


4.1


3.4Recognition of additional net deferred tax assets





(9.0
)

Uncertain tax positions


(0.2
)

(4.8
)

Other


0.7


2.1


0.1Effective tax rate


39.9
%

27.4
%

40.3
%


---

2010 Form
10-KI69

---





Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred tax assets (liabilities) are comprised of the following:

2010

2009Deferred tax assetscurrentAccounts receivable reserves

$
4,065

$
7,023Inventory reserves


7,532


4,980Accrued liabilities


2,661


2,449Other, net


219


33814,477


14,790Deferred tax (liabilities) assetsnoncurrentDepreciation and amortization


(1,202
)

(475
)Net operating losses


8,568


10,599Intangible assets


(37,053
)

(38,135
)Pension and postretirement liabilities


1,487


1,254Stock-based compensation


2,231


2,536Other, net


1,312


1,287(24,657
)

(22,934
)Net deferred tax liabilities

$
(10,180
)
$
(8,144
)


Our
income tax receivable of $165 at January 1, 2011 was included in prepaid expenses and other current assets. Our income tax payable of $1,755 at January 2, 2010 was included in
accrued expenses and other current liabilities. In 2010, 2009 and 2008 we recorded an increase in additional paid-in capital of approximately $7,146, $3,213 and $183, respectively, for tax
benefits from equity award activity.

Section 382
of the Internal Revenue Code ("Section 382") imposes limitations on a corporation's ability to utilize its NOLs if it experiences an "ownership change." In general terms, an
ownership change results from transactions increasing the ownership of certain existing stockholders and, or, new stockholders in the stock of a corporation by more than 50 percentage points
during a three year testing period. Our NOLs are subject to Section 382 limitations. Any unused annual limitation may be carried over to later years, and the amount of the limitation may, under
certain circumstances, be increased to reflect both recognized and deemed recognized "built-in gains" that occur during the sixty-month period after the ownership change. At
January 1, 2011, we had approximately $23,461 federal and state NOLs available for future utilization during the years of 2011 through 2023. During 2010 and 2009, our combined limitation for
our NOLs was approximately $5,497 in each year and we utilized all of them. During 2008, our combined limitation for our NOLs was approximately $11,545 and we utilized all of them.

70IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As
of January 1, 2011, January 2, 2010 and January 3, 2009, the total unrecognized tax benefits were approximately $2,649, $2,991 and $5,738, respectively, and would impact our
effective tax rate, if recognized. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, are as follows:

2010

2009

2008Balance, beginning of year

$
2,991

$
5,738

$
7,085Additions for prior year tax positions








8Additions for current year tax positions





53


439Reductions for prior year tax positions





(2,543
)

(802
)Reductions for the lapse of statutes


(342
)

(257
)

(992
)Balance, end of year

$
2,649

$
2,991

$
5,738


We
recognize interest and, if applicable, penalties which could be assessed related to unrecognized tax benefits in income tax expense. As of January 1, 2011, January 2, 2010 and
January 3, 2009, the total amount of accrued interest and penalties, before federal and, if applicable, state effect, were approximately $1,364, $1,248 and $1,478, respectively. In 2010, 2009
and 2008, we recorded $217, $425 and $754, respectively, in interest and penalties before federal and, if applicable, state effect. We file income tax returns in the U.S. federal jurisdiction and
various states and foreign jurisdictions. For federal income tax purposes, our 2007 through 2010 tax years (including the NOL carryforwards utilized in those years) remain open for examination by the
tax authorities under the normal three year statute of limitations. For state tax purposes, our 2005 through 2010 tax years (including the NOL carryforwards utilized in those years) remain open for
examination by the tax authorities under a four year statute of limitations, however, certain states may keep their statute open for nine to ten years.

At
January 1, 2011 and January 2, 2010, we had approximately $3,300 and $3,700, respectively, of undistributed earnings from foreign operations. No deferred taxes have been provided
because we believe these earnings will be permanently reinvested abroad.

13. 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 January 1, 2011, we had
purchase commitments of $131,747 and believe that we have adequate reserves for expected losses arising from all purchase commitments.

Litigation

On March 2, 2010, we filed suit against Times Three Clothier, LLC ("Times Three") in the U.S. District Court for the Southern District of New
York, seeking a declaratory judgment that our Flexees® Fat Free Dressing Tank Top does not infringe U.S. Design Patent No. D606,285 ("the '285 patent") and/or that the '285
patent is invalid. Times Three has filed a counterclaim for infringement of the '285 patent and related U.S. Design Patents Nos. D616,627, D622,477 and D623,377. In response, we have filed
counterclaims seeking a declaration of non-infringement and/or invalidity/unenforceability with respect to each of these patents. We have also filed a motion for summary judgment seeking
invalidity/unenforceability with respect to each of these patents. We believe that the ultimate outcome of this pending lawsuit and claim will not have a material adverse effect on our consolidated
financial position or results of operations taken as a whole. Due to the inherent uncertainty of litigation, however, there can be no assurance of the ultimate outcome of this or future litigations,
proceedings, investigations, or claims or their effect.

2010 Form
10-KI71

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

January 1, 2011

January 2, 2010Payroll and related benefits (including incentive compensation, vacation, and medical insurance)

$
13,081

$
11,926Accrued other


13,535


16,440$
26,616

$
28,366


Other
accrued expenses and current liabilities include, among other items, customs duty, freight, inventory return accrual and professional fees.

15. VALUATION AND QUALIFYING ACCOUNTS

Allowance forTrade
Discounts

Cooperative
Advertising

Doubtful
Accounts

Inventory
Valuation

Sales Returns
and AllowanceBalance, at December 29, 2007

$
1,519

$
1,790

$
299

$
4,741

$
9,515Additions, charged to expense


13,427


10,189


2,218


8,856


51,890Write-offs


(13,504
)

(10,631
)

(1,120
)

(8,328
)

(52,263
)Balance, at January 3, 2009


1,442


1,348


1,397


5,269


9,142Additions, charged to expense


14,715


12,585


(134
)

9,731


71,927Write-offs


(14,224
)

(11,190
)

(118
)

(10,268
)

(63,570
)Balance, at January 2, 2010


1,933


2,743


1,145


4,732


17,499Additions, charged to expense


18,817


11,056


(460
)

16,627


63,827Write-offs


(19,357
)

(11,769
)

(63
)

(10,670
)

(70,390
)Balance, at January 1, 2011

$
1,393

$
2,030

$
622

$
10,689

$
10,936


16. MAJOR CUSTOMERS AND PRODUCTS

Each of the following wholesale segment customers were greater than 10% of our total net sales:

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Wal-Mart


17.3
%

16.5
%

14.6
%Kohl's


14.2
%

14.7
%

16.4
%Macy's


8.3
%

9.1
%

10.9
%


At
January 1, 2011 and January 2, 2010, our five largest uncollateralized receivables represented approximately 53% and 60%, respectively, of total accounts receivable.

72IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our
mix of products sold worldwide is summarized below:

2010

2009

2008(1)Bras


61
%

63
%

60
%Shapewear


33


31


32Panties


6


6


8100
%

100
%

100
%


---

17. 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 servicing similar customers in foreign countries while our retail segment reflects our
operations from our retail stores, including kiosks and carts and internet operations. Royalty income is also included in our wholesale segment. Within our reportable segments, wholesale includes
corporate-related assets. The accounting policies of the segments are the same as those described in Note 2, "Summary of Significant Accounting Policies." 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.

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Net salesWholesale

$
500,353

$
410,493

$
355,032Retail


56,356


55,762


58,510Total

$
556,709

$
466,255

$
413,542Operating incomeWholesale

$
74,129

$
48,828

$
41,954Retail


2,234


4,345


3,959Operating income


76,363


53,173


45,913Interest expense, net


1,054


2,196


4,521Income before provision for income taxes

$
75,309

$
50,977

$
41,392Depreciation and amortizationWholesale

$
4,900

$
3,413

$
3,516Retail


1,297


1,025


1,256Total

$
6,197

$
4,438

$
4,772Net sales by geographic areaUnited States

$
509,035

$
430,594

$
374,218International(a)


47,674


35,661


39,324Total

$
556,709

$
466,255

$
413,542Intercompany sales from wholesale to retail

$
13,877

$
14,550

$
12,952


2010 Form
10-KI73

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



January 1, 2011

January 2, 2010InventoryWholesale

$
80,860

$
69,636Retail


8,480


7,969Total

$
89,340

$
77,605Identifiable assetsWholesale

$
325,827

$
333,096Retail


27,756


25,646Total

$
353,583

$
358,742Property, plant and equipment, net, by geographic areaUnited States

$
25,272

$
21,595International


626


633Total

$
25,898

$
22,228


---

18. EARNINGS PER SHARE

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

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Net income

$
45,280

$
36,993

$
24,720Weighted average number of common and common equivalent shares outstandingBasic number of common shares outstanding


22,737,207


22,781,363


22,402,342Dilutive effect of equity awards outstanding


646,104


924,473


1,030,765Dilutive number of common and common equivalent shares outstanding


23,383,311


23,705,836


23,433,107Basic net earnings per common share

$
1.99

$
1.62

$
1.10Diluted net earnings per common share

$
1.94

$
1.56

$
1.05


During
2010, 2009 and 2008, approximately 41,000, 613,000 and 720,000 equity awards, respectively, were not included in the computation of diluted earnings per share because of their
anti-dilutive effect.

74IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. SELECTED QUARTERLY FINANCIAL DATA (unaudited)

The following table sets forth certain unaudited quarterly financial information:

2010April 3,
2010

July 3,
2010

October 2,
2010

January 1,
2011Net sales

$
142,922

$
149,401

$
145,769

$
118,617Gross profit


51,943


54,046


52,794


41,562Operating income


20,722


22,851


21,174


11,616Net income


12,108


13,659


12,788


6,725Basic earnings per common share

$
0.52

$
0.61

$
0.57

$
0.30Diluted earnings per common share

$
0.51

$
0.59

$
0.55

$
0.29


2009April 4,
2009

July 4,
2009

October 3,
2009

January 2,
2010Net sales

$
114,233

$
114,205

$
128,685

$
109,132Gross profit


36,522


41,121


44,635


38,705Operating income


10,554


13,156


16,624


12,839Net income(1)


5,993


7,278


16,036


7,686Basic earnings per common share

$
0.27

$
0.32

$
0.70

$
0.33Diluted earnings per common share

$
0.26

$
0.31

$
0.67

$
0.32


---

2010 Form
10-KI75

---





Table of Contents

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

Maidenform Brands, Inc.  Condensed Balance Sheets  (in thousands, except share and per share amounts)

January 1, 2011

January 2, 2010AssetsInvestment in Maidenform, Inc.

$
190,436

$
164,853Other current assets


100


1,491Total current assets


190,536


166,344Deferred income taxes


126


487Total assets

$
190,662

$
166,831Stockholders' equityStockholders' equityPreferred 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; 24,399,746 shares issued and 22,781,740 outstanding at January 1, 2011 and
23,981,108 issued and 23,341,444 outstanding at January 2, 2010


244


240Additional paid-in capital


76,091


66,574Retained earnings


148,641


112,419Accumulated other comprehensive loss


(4,218
)

(3,385
)Treasury stock, at cost (1,618,006 shares at January 1, 2011 and 639,664 shares at January 2, 2010)


(30,096
)

(9,017
)Total stockholders' equity


190,662


166,831Total stockholders' equity

$
190,662

$
166,831


The
accompanying note is an integral part of these condensed financial statements.

76IMaidenform
Brands, Inc.

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maidenform Brands, Inc.  Condensed Statements of Income  (in thousands, except share and per share amounts)

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Selling, general and administrative expenses

$
727

$
390

$
456Income tax benefit


(62
)

(156
)

(214
)Loss before equity in net income of Maidenform, Inc.


(665
)

(234
)

(242
)Equity in net income of Maidenform, Inc. (net of tax)


45,945


37,227


24,962Net income


45,280


36,993


24,720Basic earnings per common share

$
1.99

$
1.62

$
1.10Diluted earnings per common share

$
1.94

$
1.56

$
1.05Basic weighted average number of shares outstanding


22,737,207


22,781,363


22,402,342Diluted weighted average number of shares outstanding


23,383,311


23,705,836


23,433,107


The
accompanying note is an integral part of these condensed financial statements.

2010 Form
10-KI77

---



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maidenform Brands, Inc.  Condensed Statements of Cash Flows  (in thousands)

For the Years EndedJanuary 1, 2011

January 2, 2010

January 3, 2009Cash flows from operating activitiesNet income

$
45,280

$
36,993

$
24,720Adjustments to reconcile net income to net cash provided by operating activitiesStock-based compensation


78


197


183Deferred income taxes


361


28


18Excess tax benefits related to stock-based compensation


(7,719
)

(3,296
)

(278
)Equity in net income of Maidenform, Inc.


(45,945
)

(37,227
)

(24,962
)Net change in operating activitiesInvestment in Maidenform, Inc.


22,479


(4,539
)

(339
)Other current assets


8,537


1,993


360Net cash from operating activities


23,071


(5,851
)

(298
)Cash flows from financing activitiesPurchase of common stock for treasury


(32,352
)




Proceeds from stock options exercised


2,460


2,759


235Excess tax benefits related to stock-based compensation


7,719


3,296


278Payments of employee withholding taxes related to equity awards


(898
)

(204
)

(215
)Net cash from financing activities


(23,071
)

5,851


298Net change in cash








Cash and cash equivalentsBeginning of period








End of period

$


$


$
Supplementary disclosure of cash flow informationNon-cash intercompany transaction

$
2,955

$
2,192

$
1,215


The
accompanying note is an integral part of these condensed financial statements.

78IMaidenform
Brands, Inc.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maidenform Brands, Inc.  Note to Condensed Financial Statements of Parent Company (in thousands)

BASIS OF PRESENTATION

The Parent Company follows the accounting policies as described in Note 2 to the consolidated financial statements of Maidenform Brands, Inc. and subsidiaries
(the "Company") with the exception of its investment in its subsidiary for which the Parent Company uses the equity method of accounting.

At
January 1, 2011 and January 2, 2010, Maidenform, Inc. had restricted net assets of approximately $157,661, or 82.7% of total net assets and $166,638, or 99.9% of total net
assets, respectively.

For
further information, reference should be made to the notes to the audited consolidated financial statements of the Company.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

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
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of January 1, 2011. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that 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 the Securities and Exchange Commission's 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.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended January 1, 2011, identified in connection with the evaluation thereof by
our management, including the Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer and effected by our board of directors, management and other personnel, 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.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting as of January 1, 2011 based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO"). Based on that evaluation, management concluded that its internal control over financial reporting was effective as of January 1, 2011.

PricewaterhouseCoopers LLP,
an independent registered public accounting firm, who audited our consolidated financial statements, has also audited the effectiveness of internal control over
financial reporting as of January 1, 2011, as stated in their report which appears in the "Report of Independent Registered Public Accounting Firm" included elsewhere in this Annual Report on
Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

80IMaidenform
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Table of Contents

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is set forth under the heading "Directors and Corporate Governance", "Executive Officers" and "Ownership of Securities" in
the Company's 2011 Proxy Statement to be filed with the U.S. Securities and Exchange Commission ("SEC") in connection with the solicitation of proxies for the Company's 2011 Annual Meeting of
Stockholders and is incorporated herein by reference. Such Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

In
June 2010, our Chief Executive Officer certified to the New York Stock Exchange that he was not aware of any violation by us of the New York Stock Exchange's corporate governance listing standards.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference to the sections captioned "Compensation Discussion and Analysis", "Compensation
Committee Report" (which information shall be deemed furnished in this Annual Report on Form 10-K), "Executive and Director Compensation" and "Compensation Committee Interlocks and
Insider Participation" in the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 with respect to the security ownership of certain beneficial owners and management is incorporated by reference
to the section captioned "Ownership of Securities" in the Proxy Statement.

The
following table provides certain information regarding the common stock authorized for issuance under our equity compensation plans, as of January 1, 2011:

Plan Category

Number of Securities to be
Issued Upon
Exercise of Outstanding
Options, Warrants and Rights
(a)

Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)

Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans(1)(2)
(c)Equity compensation plans approved by stockholders(3)


696,004
(4)
$
13.83


410,301Equity compensation plans not approved by stockholders








Total


696,004

$
13.83


410,301


(1)Excludes
securities reflected in column (a). Effective July 6, 2005, we amended our 2004 Rollover Stock Option Plan, our 2004 Stock Option Plan, and
our 2004 Stock Option Plan for Non-Employees Directors to provide that no additional equity-based awards shall be available for issuance under these plans, although previously granted
stock options will continue to remain outstanding in accordance with the terms of the applicable option agreement and the applicable plan. Also see notes to the audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.


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(2)Effective
May 21, 2009, any share of common stock that is granted in the form of restricted stock, performance shares or other stock-based awards
that are not stock appreciation rights shall be counted against the available shares under the plan at 1.65 shares to 1.0 for each share granted.(3)Our
equity compensation plans which were approved by our stockholders are the 2004 Rollover Stock Option Plan, as amended, 2004 Stock Option Plan, as
amended, 2004 Stock Option Plan for Non-Employees Directors, as amended, and the 2009 Omnibus Incentive Plan, as amended (formerly the 2005 Stock Incentive Plan).(4)Includes
stock appreciation rights with respect to 409,661 shares of common stock with a weighted average reference price of $15.66 per share.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated by reference to the sections captioned "Certain Relationships and Related Transactions" and
"Director Independence" in the Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated by reference to the section captioned "Independent Registered Public Accounting Firm Fees and
Pre-Approval Policies and Procedures" in the Proxy Statement.

82IMaidenform
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Table of Contents

Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)    Financial Statements and Schedules



(b)    Exhibits required by Item 601 of Regulation S-K

Exhibit No.

Description3.1

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1, as amended (333-124228)3.2

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on November 5, 2008)4.1*

Specimen Common Stock Certificate4.2*

Amended and Restated Stockholders Agreement, dated as of July 8, 2005, by and among Maidenform Brands, Inc. and the stockholders of Maidenform Brands, Inc. listed on the signature pages thereto10.1

Employment Agreement, dated as of December 18, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Maurice Reznik (incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on December 18, 2008) #10.2

Employment Agreement, dated as of April 3, 2009, by and among Maidenform Brands, Inc., Maidenform, Inc. and Nanci Prado (incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on May 13, 2009) #10.3(a)

Employment Agreement, dated as of May 23, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Christopher W. Vieth (incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 8-K filed on May 27, 2008) #10.3(b)

Amendment Number One to Employment Agreement, dated as of May 23, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Christopher W. Vieth (incorporated by reference to Exhibit 10.3 to our
Current Report on Form 8-K filed on December 18, 2008) #10.4(a)

Employment Agreement, dated as of September 25, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Gayle Weibley (incorporated by reference to Exhibit 10.3 to our Quarterly Report on
Form 10-Q filed on May 13, 2009) #10.4(b)

Amendment Number One to the Employment Agreement, dated as of December 10, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Gayle Weibley (incorporated by reference to Exhibit 10.3(a)
to our Quarterly Report on Form 10-Q filed on May 13, 2009) #10.5

Employment Agreement, dated as of December 10, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Steven Castellano (incorporated by reference to Exhibit 10.2 to our Quarterly Report on
Form 10-Q filed on May 13, 2009) #10.6(a)

2004 Stock Option Plan (incorporated by reference to Exhibit 10.5(a) to our Registration Statement on Form S-1, as amended (333-124228) #


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Table of Contents

Exhibit No.

Description10.6(b)

Amendment to 2004 Stock Option Plan (incorporated by reference to Exhibit 10.5(b) to our Registration Statement on Form S-1, as amended (333-124228) #10.7(a)

2004 Rollover Stock Option Plan (incorporated by reference to Exhibit 10.6(a) to our Registration Statement on Form S-1, as amended (333-124228) #10.7(b)

Amendment to 2004 Rollover Stock Option Plan (incorporated by reference to Exhibit 10.6(b) to our Registration Statement on Form S-1, as amended (333-124228) #10.8(a)

2004 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(a) to our Registration Statement on Form S-1, as amended (333-124228) #10.8(b)

Amendment to 2004 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(b) to our Registration Statement on Form S-1, as amended (333-124228) #10.9(a)

2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form S-1, as amended (333-124228) #10.9(b)

Form of Non-Tandem Stock Appreciation Rights Agreement Pursuant to the Maidenform Brands, Inc. 2005 Stock Incentive Plan for grants to named executive officers (Incorporated by reference to Exhibit 10.10(a) to
our Annual Report on Form 10-K filed on March 13, 2007) #10.9(c)

Form of Restricted Stock Agreement Pursuant to the Maidenform Brands, Inc. 2005 Stock Incentive Plan for grants to named executive officers (Incorporated by reference to Exhibit 10.10(b) to our Annual Report on
Form 10-K filed on March 13, 2007) #10.10(a)

2005 Annual Performance Bonus Plan (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1, as amended (333-124228) #10.10(b)

Amendment Number One to 2005 Annual Performance Bonus Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 5, 2008)10.11(a)

2009 Omnibus Incentive Plan (incorporated by reference to Annex A to our Form 14A filed on April 22, 2009) (the" Omnibus Plan") #10.11(b)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to named executive officers (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 8-K filed on May 21,
2009) #10.11(c)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to executive officers other than named executive officers (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 8-K
filed on May 21, 2009) #10.11(d)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to employees other than executive officers (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 8-K filed on
May 21, 2009) #10.11(e)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to non-employee directors (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 8-K filed on May 21,
2009) #10.11(f)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to named executive officers (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 8-K filed on
May 21, 2009) #10.11(g)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to executive officers other than named executive officers (incorporated by reference to Exhibit 10.7 to our Quarterly
Report on Form 8-K filed on May 21, 2009) #


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Exhibit No.

Description10.11(h)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to employees other than executive officers (incorporated by reference to Exhibit 10.8 to our Quarterly Report on
Form 8-K filed on May 21, 2009) #10.11(i)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to non-employee directors (incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 8-K filed on
May 21, 2009) #10.12

Credit Agreement, dated as of June 15, 2007, entered into by and among Maidenform Brands, Inc., Maidenform, Inc., the lenders listed therein, Bank of America, N.A., as Administrative Agent, Swing Line
Lender and Issuing Lender, and Caisse de dépôt et placement du Québec, as Sole Lead Arranger. (Incorporated by reference to Exhibit 10.1 to our Report on Form 8-K filed on June 18, 2007)10.13

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form S-1, as amended (333-124228)10.14

Form of Sales Restriction Agreement (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form S-1, as amended (333-124228)21.1**

Subsidiaries of Maidenform Brands, Inc.23.1**

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP31.1**

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 200231.2**

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 200232.1**

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 200232.2**

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


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Table of Contents

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 7, 2011.

Maidenform Brands, Inc.(Registrant)/s/ CHRISTOPHER W. VIETH Christopher W. Vieth Executive Vice President, Chief Operating Officer and
Chief Financial Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 7th
day of March 2011.

Signature

Title/s/ MAURICE S. REZNIK Maurice S. Reznik

Chief Executive Officer and Director (principal executive officer)/s/ CHRISTOPHER W. VIETH Christopher W. Vieth

Executive Vice President, Chief Operating Officer and Chief Financial Officer (principal financial
officer)/s/ JOHN A. NELSON John A. Nelson

Vice President and Chief Accounting Officer (principal accounting officer)/s/ KAREN ROSE Karen Rose

Chairman of the Board/s/ NORMAN AXELROD Norman Axelrod

Director/s/ BERND BEETZ Bernd Beetz

Director/s/ HAROLD COMPTON Harold Compton

Director/s/ BARBARA EISENBERG Barbara Eisenberg

Director


86IMaidenform
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Table of Contents

Index to Exhibits

The following is a list of all exhibits filed as part of this Report:

Exhibit No.

Description3.1

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1, as amended (333-124228)3.2

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on November 5, 2008)4.1*

Specimen Common Stock Certificate4.2*

Amended and Restated Stockholders Agreement, dated as of July 8, 2005, by and among Maidenform Brands, Inc. and the stockholders of Maidenform Brands, Inc. listed on the signature pages
thereto10.1

Employment Agreement, dated as of December 18, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Maurice Reznik (incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on December 18, 2008) #10.2

Employment Agreement, dated as of April 3, 2009, by and among Maidenform Brands, Inc., Maidenform, Inc. and Nanci Prado (incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on May 13, 2009) #10.3(a)

Employment Agreement, dated as of May 23, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Christopher W. Vieth (incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 8-K filed on May 27, 2008) #10.3(b)

Amendment Number One to Employment Agreement, dated as of May 23, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Christopher W. Vieth (incorporated by reference to Exhibit 10.3 to
our Current Report on Form 8-K filed on December 18, 2008) #10.4(a)

Employment Agreement, dated as of September 25, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Gayle Weibley (incorporated by reference to Exhibit 10.3 to our Quarterly Report on
Form 10-Q filed on May 13, 2009) #10.4(b)

Amendment Number One to the Employment Agreement, dated as of December 10, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Gayle Weibley (incorporated by reference to Exhibit 10.3
(a) to our Quarterly Report on Form 10-Q filed on May 13, 2009) #10.5

Employment Agreement, dated as of December 10, 2008, by and among Maidenform Brands, Inc., Maidenform, Inc. and Steven Castellano (incorporated by reference to Exhibit 10.2 to our Quarterly Report
on Form 10-Q filed on May 13, 2009) #10.6(a)

2004 Stock Option Plan (incorporated by reference to Exhibit 10.5(a) to our Registration Statement on Form S-1, as amended (333-124228) #10.6(b)

Amendment to 2004 Stock Option Plan (incorporated by reference to Exhibit 10.5(b) to our Registration Statement on Form S-1, as amended (333-124228) #10.7(a)

2004 Rollover Stock Option Plan (incorporated by reference to Exhibit 10.6(a) to our Registration Statement on Form S-1, as amended (333-124228) #10.7(b)

Amendment to 2004 Rollover Stock Option Plan (incorporated by reference to Exhibit 10.6(b) to our Registration Statement on Form S-1, as amended (333-124228) #


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Table of Contents

Exhibit No.

Description10.8(a)

2004 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(a) to our Registration Statement on Form S-1, as amended (333-124228) #10.8(b)

Amendment to 2004 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(b) to our Registration Statement on Form S-1, as amended (333-124228) #10.9(a)

2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form S-1, as amended (333-124228) #10.9(b)

Form of Non-Tandem Stock Appreciation Rights Agreement Pursuant to the Maidenform Brands, Inc. 2005 Stock Incentive Plan for grants to named executive officers (Incorporated by reference to Exhibit 10.10(a)
to our Annual Report on Form 10-K filed on March 13, 2007) #10.9(c)

Form of Restricted Stock Agreement Pursuant to the Maidenform Brands, Inc. 2005 Stock Incentive Plan for grants to named executive officers (Incorporated by reference to Exhibit 10.10(b) to our Annual Report
on Form 10-K filed on March 13, 2007) #10.10(a)

2005 Annual Performance Bonus Plan (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1, as amended (333-124228) #10.10(b)

Amendment Number One to 2005 Annual Performance Bonus Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 5, 2008)10.11(a)

2009 Omnibus Incentive Plan (incorporated by reference to Annex A to our Form 14A filed on April 22, 2009) (the "Omnibus Plan") #10.11(b)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to named executive officers (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 8-K filed on May 21,
2009) #10.11(c)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to executive officers other than named executive officers (incorporated by reference to Exhibit 10.3 to our Quarterly Report on
Form 8-K filed on May 21, 2009) #10.11(d)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to employees other than executive officers (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 8-K filed on
May 21, 2009) #10.11(e)

Form of Restricted Stock Agreement Pursuant to the Omnibus Plan for grants to non-employee directors (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 8-K filed on May 21, 2009)
#10.11(f)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to named executive officers (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 8-K filed
on May 21, 2009) #10.11(g)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to executive officers other than named executive officers (incorporated by reference to Exhibit 10.7 to our Quarterly
Report on Form 8-K filed on May 21, 2009) #10.11(h)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to employees other than executive officers (incorporated by reference to Exhibit 10.8 to our Quarterly Report on
Form 8-K filed on May 21, 2009) #


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Exhibit No.

Description10.11(i)

Form of Non-Tandem Stock Appreciation Right Agreement Pursuant to the Omnibus Plan for grants to non-employee directors (incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 8-K filed on
May 21, 2009) #10.12

Credit Agreement, dated as of June 15, 2007, entered into by and among Maidenform Brands, Inc., Maidenform, Inc., the lenders listed therein, Bank of America, N.A., as Administrative Agent, Swing Line
Lender and Issuing Lender, and Caisse de dépôt et placement du Québec, as Sole Lead Arranger. (Incorporated by reference to Exhibit 10.1 to our Report on Form 8-K filed on June 18, 2007)10.13

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form S-1, as amended (333-124228)10.14

Form of Sales Restriction Agreement (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form S-1, as amended (333-124228)21.1**

Subsidiaries of Maidenform Brands, Inc.23.1**

Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP31.1**

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 200231.2**

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 200232.1**

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 200232.2**

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


*Incorporated
by reference to the identically-numbered exhibit to the Registration Statement on Form S-1 of Maidenform Brands, Inc.,
as amended (Registration Statement No. 333-124228).**Filed
herewith.#Management
contract or compensatory plan or arrangement


2010 Form
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