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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended JANUARY 1, 2005 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___________ to ___________ Commission file number 1-5822 RUSSELL CORPORATION  Alabama
    
    63-0180720(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3330 Cumberland Blvd, Suite 800Atlanta, Georgia
    
    30339(Address of principal executive
offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (678) 742-8000 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of Each ExchangeTitle of Each Class
    
    on Which RegisteredCommon Stock, $.01 par value
    
    New York Stock ExchangePacific Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ 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 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. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes þ No o The aggregate market value of Common Stock, par value $.01, held by non-affiliates of the
registrant, as of July 4, 2004, was approximately $574,000,000. As of March 11, 2005, there were 32,819,331 shares of Common Stock, $.01 par value outstanding
(excluding treasury shares). DOCUMENTS INCORPORATED BY REFERENCE None.




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TABLE OF CONTENTS  ITEM 9A. CONTROLS AND PROCEDURESITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-23 CONSENT OF ERNST & YOUNG, LLPEX-31(A) SECTION 302 CERTIFICATION OF THE CEOEX-31(B) SECTION 302 CERTIFICATION OF THE CFOEX-32 SECTION 906 CERTIFICATION OF THE CEO AND CFO    Table of Contents  EXPLANATORY NOTE Russell Corporation (the Company) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to
the Companys Annual Report on Form 10-K for the year ended January 1, 2005 (which was filed with
the Securities and Exchange Commission (the SEC) on March 17, 2005) pursuant to an exemptive order
issued by the Securities and Exchange Commission (SEC Release No. 34-50754). In accordance with
the exemptive order, the Company may include managements annual report on internal control over
financial reporting and the related report of the Companys independent registered public
accounting firm in an amendment to its Annual Report on Form 10-K not later than forty-five days
after the prescribed period for filing such Annual Report on Form 10-K. In compliance with the
exemptive order, the Company is filing this Amendment to:  
    Include a Report of Independent Registered Public Accounting Firm relating to
the Companys assessment of internal control over financial reporting and
effectiveness of internal control over financial reporting;
    Include managements annual report on internal control over financial reporting;
and
    Include a Consent of Independent Registered Public Accounting firm required as a
result of the items listed above. As a result of this Amendment, (1) the certifications pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the original filing,
have been re-executed and re-filed as of the date of this Amendment; and (2) a Consent of
Independent Registered Public Accounting Firm dated April 25, 2005 to cover their report related to
our internal control over financial reporting is being filed. Except for the amendments described above, this Amendment does not modify or update the Companys
previously reported financial statements and other financial disclosures in, or exhibits to, the
original filing. Unaffected items have not been repeated in this Amendment. 
 ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information we are
required to disclose in the reports we file under the Securities Exchange Act of 1934, as amended
(Exchange Act), is recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms, and to ensure that such information is accumulated and communicated
to our management, including our Chairman and Chief Executive Officer and Senior Vice President,
Chief Financial Officer as appropriate, to allow timely decisions regarding disclosure. As of
January 1, 2005, the end of the period covered by this report, we evaluated, under the supervision
and with the participation of our management, including our Chairman and Chief Executive Officer
and Senior Vice President, Chief Financial Officer, the effectiveness of our disclosure controls
and procedures. Based on that evaluation, our Chairman and Chief Executive Officer and Senior Vice
President, Chief Financial Officer concluded that, as of January 1, 2005, our disclosure controls
and procedures are effective. Managements Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as that term is defined in Exchange Act Rule 13a-15(f). The 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 accounting principles generally accepted in the United States
of America. All internal control systems, no matter how well designed, have inherent limitations.
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 risks that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.




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Our management assessed the effectiveness of the Companys internal control over financial
reporting as of January 1, 2005. In making this assessment, the Company used the criteria set
forth in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on this assessment, the Companys
management believes that, as of January 1, 2005, the Companys internal control over financial
reporting is effective. Management excluded the internal control over financial reporting of
Brooks Sports, Inc. (Brooks), which was acquired by the Company on December 30, 2004, from its
assessment of the effectiveness of the Companys internal control over financial reporting as of
January 1, 2005. Brooks financial statements reflect total assets that constitute approximately
twelve percent of the consolidated total assets of the Company as of January 1, 2005. There was no
revenue generated by Brooks that was included in the Companys consolidated financial statements
for the year ended January 1, 2005. Managements assessment of the effectiveness of the Companys internal control over financial
reporting as of January 1, 2005, has been audited by the Companys independent registered public
accounting firm, and that firms attestation report follows this report. Report of Independent Registered Public Accounting Firm on Internal Control over Financial
Reporting The Board of Directors and Shareholders
Russell Corporation We have audited managements assessment, included in the accompanying Managements Report on
Internal Control Over Financial Reporting, that Russell Corporation maintained effective internal
control over financial reporting as of January 1, 2005, based on criteria established in Internal
Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Russell Corporations management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an opinion on
managements assessment and an opinion on the effectiveness of the companys internal control over
financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion. 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 (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) 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 (3) 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. As indicated in the accompanying Managements Report on Internal Control Over Financial Reporting,
managements assessment of and conclusion on the effectiveness of internal control over financial
reporting did not include the internal controls of Brooks Sports, Inc., which is included in the
fiscal 2004 consolidated financial




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statements of Russell Corporation and constituted $151,921,000 and $116,401,000 of total and net
assets, respectively, as of January 1, 2005 and $0 and $0 of revenues and net income, respectively,
for the year then ended. Management did not assess the effectiveness of internal control over
financial reporting at this entity as Brooks Sports, Inc. was acquired on December 30, 2004. Our
audit of internal control over financial reporting of Russell Corporation also did not include an
evaluation of the internal control over financial reporting of Brooks Sports, Inc. In our opinion, managements assessment that Russell Corporation maintained effective internal
control over financial reporting as of January 1, 2005, is fairly stated, in all material respects,
based on the COSO criteria. Also, in our opinion, Russell Corporation maintained, in all material
respects, effective internal control over financial reporting as of January 1, 2005, based on the
COSO criteria. We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Russell Corporation as of January 1, 2005
and January 3, 2004, and the related consolidated statements of income, stockholders equity, and
cash flows for each of the three years in the period ended January 1, 2005 of Russell Corporation
and our report dated March 16, 2005 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP April 25, 2005
Atlanta, Georgia Changes in Internal Control. During the fiscal quarter ended January 1, 2005, there were no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.




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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (3) Exhibits (numbered in accordance with Item 601 of Regulation S-K) Exhibit
    
    
    
    Incorporation by ReferenceNumbers
    
    Description
    
    or Filed Herewith(2a)
    
    Agreement and Plan of Merger dated as of January 30, 2004 by and between
Russell Corporation, an Alabama corporation, and Russell Corporation, a
Delaware corporation
    
    Exhibit (2) to Annual Report on Form 10-K for
year ended January 3, 2004(2b)
    
    Agreement and Plan of Reorganization, dated as of December 14, 2004, by and
among Brooks Sports, Inc., the Principal Shareholders named therein, Russell
Corporation and ADR Acquisition Corporation, along with Amendment Nos. 1 and
2 thereto, dated as of December 16 and December 23, 2004, respectively. Filed
without exhibits and schedules. Russell agrees to furnish a copy of any such
exhibit or schedule to the Securities and Exchange Commission upon request.
    
    Exhibit 2.1 to Current Report on Form 8-K filed
January 5, 2005(3a)
    
    Restated Articles of Incorporation
    
    Exhibit (3a) to Annual Report on Form 10-K for
year ended January 4, 2003(3b)
    
    Form of Resolution Establishing and Designating Series A Junior Participating
Preferred Stock as Adopted on October 25, 1989
    
    Exhibit 4.2 to Current Report on Form 8-K filed
September 17, 1999(3c)
    
    Bylaws
    
    Exhibit (3c) to Annual Report on Form 10-K for
year ended January 4, 2003(4a)
    
    Rights Agreement dated as of September 15, 1999 between the Company and
SunTrust Bank, Atlanta, Georgia
    
    Exhibit 4.1 to Current Report on Form 8-K filed
on September 17, 1999(4b)
    
    Loan and Security Agreement dated as of April 18, 2002 relating to the
Companys $300,000,000 Revolving Credit Facility and $25,000,000 Term Loan
Facility(1)
    
    Exhibit 4.1 to Quarterly Report on Form 10-Q
filed on May 15, 2002(4c)
    
    Amendment No. 1 to Loan and Security Agreement dated as of March 11, 2003
relating to the Companys $300,000,000 Revolving Credit Facility and
$25,000,000 Term Loan Facility
    
    Exhibit (4c) to Annual Report on Form 10-K for
year ended January 4, 2003(4d)
    
    Indenture dated as of April 18, 2002 relating to the Companys 9.25% Senior
Notes due 2010
    
    Exhibit 4.2 to Quarterly Report on Form 10-Q
filed May 15, 2002(4e)
    
    Registration Rights Agreement effective as of January 31, 2005
    
    *(10a)
    
    Russell Corporation 1997 Non-Employee Directors Stock Grant, Stock Option
and Deferred Compensation Plan
    
    Exhibit (10f) to Annual Report on Form 10-K for
year ended January 2, 1999(10b)
    
    Executive Incentive Plan
    
    Appendix B to Proxy Statement dated March 16, 2000(10c)
    
    Russell Corporation Amended and Restated Flexible Deferral Plan
    
    Exhibit (10d) to Annual Report on Form 10-K for
year ended January 4, 2003
   *
    
    Filed with the Companys original Annual Report on
Form 10-K for the fiscal year ended January 1, 2005, filed on March 17, 2005.**
    
    Filed herewith.1
    
    Portions of the Loan and Security Agreement have been omitted
pursuant to a request for confidential treatment approved by the Securities and
Exchange Commission (SEC). The omitted material has been filed
separately with the SEC.




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Exhibit
    
    
    
    Incorporation by ReferenceNumbers
    
    Description
    
    or Filed Herewith(10d)
    
    First Amendment to the Russell Corporation Flexible Deferral Plan
    
    *(10e)
    
    Second Amendment to the Russell Corporation Flexible Deferral Plan
    
    *(10f)
    
    Russell Corporation 2000 Stock Option Plan
    
    Exhibit 4(k) to
Registration
Statement No.
333-30238(10g)
    
    Russell Corporation Employee Stock Purchase Plan
    
    Exhibit 4(k) to
Registration
Statement No.
333-30236(10h)
    
    Amendment No. 1 to the Russell Corporation Employee
Stock Purchase Plan
    
    Exhibit (10i) to
Annual Report on
Form 10-K for year
ended December 29,
2001(10i)
    
    Russell Corporation 2000 Non-Employee Directors
Compensation Plan
    
    Exhibit 4(m) to
Registration
Statement No.
333-55340(10j)
    
    First Amendment to the Russell Corporation 2000
Non-Employee Directors Compensation Plan dated
December 11, 2002
    
    Exhibit (10i) to
Annual Report on
Form 10-K for year
ended January 4,
2003(10k)
    
    Second Amendment to the Russell Corporation 2000
Non-Employee Directors Compensation Plan dated
February 10, 2004
    
    Exhibit (10j) to
Annual Report on
Form 10-K for year
ended January 3,
2004(10l)
    
    Amended and Restated Employment Agreement dated April
1, 2001, by and between the Company and John F. Ward
    
    Exhibit (10m) to
Annual Report on
Form 10-K for year
ended December 30,
2000(10m)
    
    Amended and Restated Executive Deferred Compensation
and Buyout Plan dated April 1, 2001, by and between
the Company and John F. Ward
    
    Exhibit (10n) to
Annual Report on
Form 10-K for year
ended December 30,
2000(10n)
    
    Amendment, dated as of May 21, 2003, to the Amended
and Restated Employment Agreement dated April 1,
2001, by and between the Company and John F. Ward
    
    Exhibit 10.1 to
Quarterly Report on
Form 10-Q filed
August 19, 2003(10o)
    
    Amended and Restated Employment Agreement dated as of
November 20, 2002 by and between the Company and
Jonathan R. Letzler
    
    Exhibit (10l) to
Annual Report on
Form 10-K for year
ended January 4,
2003(10p)
    
    Russell Corporation Amended and Restated Supplemental
Executive Retirement Plan dated January 1, 2002
    
    Exhibit (10m) to
Annual Report on
Form 10-K for year
ended January 4,
2003
   *
    
    Filed with the Companys original Annual Report on Form 10-K for the fiscal year ended January 1, 2005, filed on March 17, 2005.**
    
    Filed herewith.




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Exhibit
    
    
    
    Incorporation by ReferenceNumbers
    
    Description
    
    or Filed Herewith(10q)
    
    First Amendment to the Russell Corporation
Supplemental Executive Retirement Plan
    
    Exhibit (10a) to
Quarterly Report on
Form 10-Q filed
August 12, 2004(10r)
    
    Second Amendment to the Russell Corporation
Supplemental Executive Retirement Plan
    
    *(10s)
    
    Supply Agreement dated as of December 28, 2001
by and between the Company and Frontier Yarns,
LLC and Frontier Spinning Mills, Inc.
(2)
    
    Exhibit (10p) to
Annual Report on
Form 10-K for year
ended December 29,
2001(10t)
    
    Russell Corporation Amended and Restated
Supplemental Retirement Benefit Plan dated
January 1, 2002
    
    Exhibit (10o) to
Annual Report on
Form 10-K for year
ended January 4,
2003(10u)
    
    Employment Agreement dated as of January 17,
1999 by and between the Company and Floyd G.
Hoffman
    
    Exhibit (10q) to
Annual Report on
Form 10-K for year
ended January 4,
2003(10v)
    
    Employment Agreement dated as of June 16, 2003 by
and between the Company and Edsel W. Flowers
    
    *(10w)
    
    Employment Agreement dated as of October 24, 2003
by and between the Company and Julio A. Barea
    
    *(10x)
    
    Employment Agreement, dated as of August 25,
2004, between the Company and Robert D. Koney,
Jr.
    
    Exhibit (10b) to Quarterly Report on
Form 10-Q filed November 12, 2004(10y)
    
    Retirement Agreement, dated as of July 26, 2004,
between Russell Corporation and JT Taunton, Jr.
(3)
    
    Exhibit (10a) to Quarterly Report on
Form 10-Q filed November 12, 2004(10z)
    
    Form of Change of Control Agreement with Julio A.
Barea, Floyd G. Hoffman and Edsel W. Flowers
    
    Exhibit (10r) to Annual Report on
Form 10-K for year ended January 4,
2003(14)
    
    Code of Ethics
    
    Exhibit (14) to Annual Report on Form
10-K for year ended January 3, 2004(21)
    
    List of Subsidiaries
    
    *(23)
    
    Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm
    
    **(24)
    
    Powers of Attorney
    
    *(31a)
    
    Rule 13a-14(a)/15d-14(a) CEO
Certification
    
    **
   *
    
    Filed with the Companys original Annual Report on Form 10-K for the fiscal year ended
January 1, 2005, filed on March 17, 2005.**
    
    Filed herewith.2Portions of the Supply Agreement have been omitted pursuant to a request for
confidential treatment approved by the SEC. The omitted material has been filed separately with
the SEC.3Portions of Retirement Agreement have been omitted pursuant to a request for
confidential treatment filed with the SEC. The omitted material has been filed separately with the
SEC.




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Exhibit
    
    
    
    Incorporation by ReferenceNumbers
    
    Description
    
    or Filed Herewith(31b)
    
    Rule 13-a-14(a)/15d-14(a) CFO Certification
    
    **(32)
    
    Section 1350 Certifications
    
    **
   *
    
    Filed with the Companys original Annual Report on Form 10-K for the fiscal year ended
January 1, 2005, filed on March 17, 2005.**
    
    Filed herewith.




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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. RUSSELL CORPORATION(Registrant)Date: April 27, 2005
    
    /s/ John F. WardJohn F. WardChairman and CEO(Principal Executive Officer)
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated. /s/ John F. Ward
    
    Chairman and Chief Executive Officer
    
    April 27, 2005John F. Ward
    
    (Director, Principal Executive Officer)
    
    Date/s/ Robert D. Koney, Jr.
    
    Senior Vice President, Chief Financial Officer
    
    April 27, 2005Robert D. Koney, Jr.
    
    (Principal Financial Officer)
    
    Date/s/ Herschel M. Bloom
    
    Director
    
    April 27, 2005Herschel M. Bloom*
    
    
    
    Date/s/ Ronald G. Bruno
    
    Director
    
    April 27, 2005Ronald G. Bruno*
    
    
    
    Date/s/ Arnold W. Donald
    
    Director
    
    April 27, 2005Arnold W. Donald*
    
    
    
    Date/s/ Rebecca C. Matthias
    
    Director
    
    April 27, 2005Rebecca C. Matthias*
    
    
    
    Date/s/ C.V. Nalley III
    
    Director
    
    April 27, 2005C.V. Nalley III*
    
    
    
    Date/s/ Margaret M. Porter
    
    Director
    
    April 27, 2005Margaret M. Porter*
    
    
    
    Date/s/ Mary Jane Robertson
    
    Director
    
    April 27, 2005Mary Jane Robertson*
    
    
    
    Date/s/ John R. Thomas
    
    Director
    
    April 27, 2005John R. Thomas*
    
    
    
    Date/s/ John A. White
    
    Director
    
    April 27, 2005John A. White*
    
    
    
    Date/s/ Larry E. Workman
    
    Controller
    
    April 27, 2005Larry E. Workman
    
    (Principal Accounting Officer)
    
    Date
   *
    
    By Christopher M. Champion as Attorney-in-Fact pursuant to Powers of Attorney executed by
the directors listed above, which Powers of Attorney have been filed with the Securities and
Exchange Commission. By:
    
    /s/ Christopher M. ChampionChristopher M. ChampionAs Attorney-in-Fact