HanesBrands Annual Report 2016

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FY2016 Annual Report · HanesBrands

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Annual Report

Form 10-K for the Fiscal Year Ended
December 31, 2016

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(cid:95) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

(cid:133)

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

For the transition period from

to
Commission file number: 001-32891

Hanesbrands Inc.
(Exact name of registrant as specified in its charter)

Maryland
(State of incorporation)

1000 East Hanes Mill Road
Winston-Salem, North Carolina
(Address of principal executive office)

20-3552316
(I.R.S. employer
identification no.)

27105
(Zip code)

(336) 519-8080
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share

Name of each exchange on which registered:
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:58) No (cid:133)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange

Act. Yes (cid:133) No (cid:95)

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 (cid:95) No (cid:133)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes (cid:95) No (cid:133)

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 into
Part III of this Form 10-K or any amendment to this Form 10-K. (cid:95)

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

Large accelerated filer (cid:95)
Non-accelerated filer
(cid:133)

(Do not check if a smaller reporting company)

Accelerated filer
(cid:133)
Smaller reporting company (cid:133)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:133) No (cid:95)
As of July 1, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately
$9,619,505,818 (based on the closing price of the common stock of $25.60 per share on that date, as reported on the New York Stock
Exchange and, for purposes of this computation only, the assumption that all of the registrant’s directors and executive officers are
affiliates and that beneficial holders of 5% or more of the outstanding common stock are not affiliates).

As of January 27, 2017, there were 378,721,050 shares of the registrant’s common stock outstanding.

Part III of this Form 10-K incorporates by reference to portions of the registrant’s proxy statement for its 2017 annual meeting

of stockholders.

DOCUMENTS INCORPORATED BY REFERENCE

Table of Contents

FORWARD-LOOKING STATEMENTS

WHERE YOU CAN FIND MORE INFORMATION

PART I

Item 1

Business

Item 1A Risk Factors

Item 1B Unresolved Staff Comments

Item 1C Executive Officers of the Registrant

Item 2

Properties

Item 3

Legal Proceedings

Item 4 Mine Safety Disclosures

PART II

Item 5

Market for Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities

Item 6

Selected Financial Data

Item 7

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

Item 7A Quantitative and Qualitative Disclosures about Market Risk

Item 8

Financial Statements and Supplementary Data

Item 9

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

Item 9A Controls and Procedures

Item 9B Other Information

PART III

Item 10 Directors, Executive Officers and Corporate Governance

Item 11 Executive Compensation

Item 12 Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

Item 13 Certain Relationships and Related Transactions, and

Director Independence

Item 14 Principal Accounting Fees and Services

PART IV

Item 15 Exhibits and Financial Statement Schedules

Signatures

Index to Exhibits

Financial Statements

Page

E-1

F-1

Forward-Looking Statements

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This Annual Report on Form 10-K contains information that may constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-
looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the
use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “intend,” “anticipate,” “plan,” “continue” or similar
expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
All statements regarding our intent, belief and current expectations about our strategic direction, prospects and future results
are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made.
However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak
only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our
present expectations or projections. These risks and uncertainties include, but are not limited to, those described under “Risk Factors”
and elsewhere in this report and those described from time to time in our future reports filed with the Securities and Exchange
Commission (“SEC”).

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings
over the Internet at the SEC’s website at www.sec.gov. To receive copies of public records not posted to the SEC’s website at prescribed
rates, you may complete an online form at www.sec.gov, send a fax to (202) 772-9337 or submit a written request to the SEC,
Office of FOIA/PA Operations, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information.

We make available copies of materials we file with, or furnish to, the SEC free of charge at www.Hanes.com/investors (in the
“Investors” section). By referring to our corporate website, www.Hanes.com/corporate, or any of our other websites, we do not
incorporate any such website or its contents into this Annual Report on Form 10-K.

HANESBRANDS INC.

Part I

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Item 1. Business
Company Overview
Hanesbrands Inc. (collectively with its subsidiaries, “Hanesbrands,” “we,” “us,” “our” or the “Company”) is a socially responsible
leading marketer of everyday basic innerwear and activewear apparel in the Americas, Europe, Australia and Asia/Pacific under some
of the world’s strongest apparel brands, including Hanes, Champion, Maidenform, DIM, Bali, Playtex, Bonds, JMS/Just My Size, Nur
Die/Nur Der, L’eggs, Lovable, Wonderbra, Flexees, Gear for Sports and Berlei.

We primarily sell bras, panties, shapewear, hosiery, men’s underwear, children’s underwear, socks, T-shirts and other activewear
in the Americas, Europe, Australia and Asia. In the United States, Hanes sells more units of intimate apparel, male underwear and
children’s underwear than any other brand. Unlike most apparel companies, Hanesbrands primarily operates its own manufacturing
facilities. More than 70 percent of the apparel units that we sell are manufactured in our own plants or those of dedicated contractors.

We have a long history of innovation, product excellence and brand recognition. We revolutionized Tagless T-shirts and underwear,
we invented the sports bra and we were the first to advertise a bra on national television (Playtex). We are now using our Innovate-to-
Elevate strategy to integrate our brand superiority, industry-leading innovation and low-cost global supply chain to provide higher
valued products while lowering production costs. Our Tagless apparel platform, ComfortFlex Fit bra platform, ComfortBlend fabric
platform, temperature-control X-Temp fabric platform and FreshIQ advanced odor protection technology fabric platform incorporate
big-idea innovation to span across brands, product categories, business segments, retailer and distribution channels and geographies.

Founded in 1901, we were organized as a Maryland corporation in 2005 and spun off from Sara Lee Corporation in 2006, at
which time we became an independent, publicly-traded corporation. Since then, we have used strategic acquisitions to expand our
brand portfolio. In October 2013, we acquired Maidenform Brands Inc., a global intimate apparel company, including the brands
Maidenform and Flexees. We acquired another portfolio of strong brands including DIM, Nur Die/Nur Der, Lovable, Shock Absorber
and Abanderado through the 2014 acquisition of DBA Lux Holding S.A. (“Hanes Europe Innerwear”), a leading marketer of intimate
apparel, hosiery and underwear in Europe. In 2016 we continued our international expansion through the acquisitions of Champion
Europe S.p.A. (“Champion Europe”), the owner of the trademark for the Champion brand in Europe, the Middle East and Africa,
and Pacific Brands Limited (“Hanes Australasia”), a leading underwear and intimate apparel company in Australia with a portfolio
of strong brands including Bonds, Sheridan and Berlei. We have also expanded our activewear portfolio through the acquisitions of
GearCo, Inc. (“Gear for Sports”), a leading seller of licensed logo apparel in collegiate bookstores and other channels, and Knights
Holdco, Inc. (“Knights Apparel”), a leading seller of licensed collegiate logo apparel primarily in the mass retail channel, in 2010
and 2015, respectively. We believe these acquisitions will create growth and cost savings opportunities and increased scale to
serve retailers.

We take great pride in our strong reputation for ethical business practices and the success of our Hanes for Good corporate
responsibility program for community and environmental improvement. Hanesbrands was a U.S. Environmental Protection Agency
Energy Star Sustained Excellence Award winner every year from 2012-2016 and Partner of the Year winner in 2010 and 2011. We
have significant goals for reducing our energy use, carbon emissions and water use and publicly report our progress. We are also a
recognized leader for our community-building, philanthropy and workplace practices. More information about our Hanes for Good
corporate responsibility initiatives may be found at www.HanesForGood.com.

Our fiscal year ends on the Saturday closest to December 31. All references to “2016”, “2015” and “2014” relate to the 52 week
fiscal years ended on December 31, 2016 and January 2, 2016, and the 53 week fiscal year ended on January 3, 2015, respectively.
A significant subsidiary of ours, Hanes Holdings Lux S.à.r.l. (formerly named DBA Lux Holding S.A.) (“Hanes Europe Innerwear”),
had a 53 week fiscal year ended on January 2, 2016 as a result of aligning Hanes Europe Innerwear’s year end with ours in the year
after acquisition. The difference in reporting one additional week of financial information for Hanes Europe Innerwear did not have a
material impact on our financial condition, results of operations or cash flows.

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Part I

Our Brands
Our portfolio of leading brands is designed to address the needs and wants of various consumer segments across a broad range of
basic apparel products. Each of our brands has a unique consumer positioning that distinguishes it from its competitors and guides its
advertising and product development. We discuss some of our most important brands in more detail below.

Hanes is the largest and most widely recognized brand in our portfolio. Hanes is the number one selling apparel brand in the U.S. and is
found in eight out of 10 U.S. households. The Hanes brand covers all of our product categories, including men’s, women’s and children’s
underwear, bras, socks, T-shirts, fleece, shapewear and sheer hosiery. Hanes stands for outstanding comfort, style and value.

Champion is our second-largest brand. For nearly 100 years, Champion has been outfitting athletes in authentic, high-quality
athletic apparel, including high-performance sports bras, team uniforms and gym essentials like classic T-shirts, mesh shorts and
fleece hoodies. Champion has also collaborated on premium apparel items through an exclusive collection with Todd Snyder, a
limited edition men’s apparel line for Urban Outfitters and custom specialty items for Supreme. In addition, we distribute a full
line of men’s, women’s and children’s C9 Champion products exclusively through Target Corporation (“Target”) stores. In 2016,
with the acquisitions of Champion Europe and the reacquisition of the rights to the Champion brand in Japan (the “Champion Japan
Licensee”), we secured the rights to the Champion brand in Europe, the Middle East, Africa and Japan, creating a powerful global
platform to drive Champion brand growth on every continent.

Our brand portfolio also includes a number of iconic intimate apparel brands. Maidenform is America’s number one shapewear brand
and has been trusted for modern, sensual style in bras, panties and shapewear since 1922. DIM is a flagship European brand and a
market leader in women’s underwear, hosiery and intimate apparel in France. Bali offers a range of bras, panties and shapewear sold
in the department store channel and is the number one bra brand in department stores. Playtex is America’s number one plus-size bra
brand and is sold everywhere from mass merchandise retailers to department stores. Bonds is an iconic century-old brand that is the
number one brand of men’s underwear, women’s underwear, children’s underwear, babywear and socks in Australia.

In addition, we offer a variety of products under the following well-known brands: JMS/Just My Size, Nur Die/Nur Der, L’eggs,
Sheridan, Lovable, Wonderbra, Gear for Sports and Berlei.

These brands serve to round out our product offerings, allowing us to give consumers a variety of options to meet their diverse needs.

The following table summarizes our operating segments by product category:

Segment

Innerwear

Activewear

Direct to Consumer

International

Primary Products

Primary Brands

Men’s underwear, women’s panties, children’s
underwear and socks
Intimate apparel, such as bras and shapewear

Hosiery
T-shirts, fleece, sport shirts, performance
T-shirts and shorts, sports bras and thermals
Activewear, men’s underwear, children’s
underwear, intimate apparel, socks and hosiery

Activewear, men’s underwear, women’s panties,
children’s underwear, intimate apparel, socks
and hosiery

Hanes, Champion, Maidenform, Bali, JMS/Just My Size,
Polo Ralph Lauren*
Maidenform, Bali, Playtex, Hanes, JMS/Just My Size,
Donna Karan,* DKNY*
L’eggs, Hanes, Maidenform, JMS/Just My Size, Donna Karan,* DKNY*
Champion, Hanes, JMS/Just My Size, Hanes Beefy-T, Gear for Sports

Hanes, Bali, Maidenform, Playtex, Champion, JMS/Just My
Size, L’eggs

DIM, Bonds, Champion, Hanes, Playtex, Nur Die/Nur Der, Sheridan,
Lovable, Wonderbra, Maidenform, Shock Absorber, Abanderado,
Berlei, Zorba, Kendall,* Sol y Oro, Polo Ralph Lauren,* Fila,*
Bellinda, Donna Karan,* DKNY*

Brand used under a license agreement.

HANESBRANDS INC.

Part I

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Financial information regarding Hanesbrands’ segments is included in Note, “Business Segment Information,” to our financial
statements included in this Annual Report on Form 10-K.

Innerwear
The Innerwear segment focuses on core apparel products, such as intimate apparel, men’s underwear, women’s panties, children’s
underwear, socks and hosiery marketed under well-known brands that are trusted by consumers. We are the intimate apparel
category leader in the United States with our Hanes, Maidenform, Bali, Playtex, JMS/Just My Size, L’eggs, Donna Karan and DKNY
brands, and we are also the leading manufacturer and marketer of men’s underwear and children’s underwear in the United States
under the Hanes, Champion and Polo Ralph Lauren brands and women’s sheer hosiery under the L’eggs, Hanes, Maidenform, JMS/
Just My Size, Donna Karan and DKNY brands. During 2016, net sales from our Innerwear segment were $2.6 billion, representing
approximately 43% of total net sales.

Activewear
We are a leader in the activewear market through our Champion, Hanes and JMS/Just My Size brands, where we sell products such
as T-shirts and fleece to both retailers and wholesalers. In addition to activewear for men and women, Champion provides uniforms
for athletic programs and includes an apparel program, C9 Champion, at Target stores. We also license our Champion name for
footwear and sports accessories. In our branded printwear category, we supply our T-shirts, sport shirts and fleece products, including
brands such as Hanes, Champion and Hanes Beefy-T, to customers, primarily wholesalers, who then resell to screen printers and
embellishers. We sell licensed logo apparel in the mass retail channel and in collegiate bookstores and other channels under our Gear
for Sports and Champion brands. We also sell licensed collegiate logo apparel primarily in the mass retail channel under our Knights
Apparel brand. We also offer a range of quality, comfortable clothing for men, women and children marketed under the Hanes and
JMS/Just My Size brands. The JMS/Just My Size brand offers casual apparel designed exclusively to meet the needs of plus-size
women. During 2016, net sales from our Activewear segment were $1.6 billion, representing approximately 26% of total net sales.

Direct to Consumer
Our Direct to Consumer operations include our domestic Company-operated outlet stores and website operations that sell our
branded products directly to consumers in the United States. As of December 31, 2016, we had 252 outlet stores in the United States
and operated websites under the Hanes, One Hanes Place, JMS/Just My Size and Champion names. During 2016, net sales from our
Direct to Consumer segment were $316 million, representing approximately 5% of total net sales.

International
Our International segment includes products that primarily span across the Innerwear and Activewear reportable segments and are
primarily marketed under the DIM, Bonds, Champion, Hanes, Playtex, Nur Die/Nur Der, Sheridan, Lovable, Wonderbra, Maidenform,
Shock Absorber, Abanderado, Berlei, Zorba, Kendall, Sol y Oro, Polo Ralph Lauren, Fila, Bellinda, Ritmo, Donna Karan and DKNY
brands. Our Innerwear brands are market leaders across Australia and Western and Central Europe. In the intimate apparel category,
we hold the number one market share in Spain and the number two market share in France, Italy and Australia. We are also the
category leader in men’s underwear in Australia, France and Spain, and in hosiery in France and Germany. During 2016, net sales
from our International segment were $1.5 billion, representing approximately 26% of total net sales and included sales in Europe,
Australia, Asia, Latin America, Canada, the Middle East, Africa and the Caribbean. Our largest international markets are Europe,
Australia, Japan, Canada, Mexico, and Brazil.

Customers and Distribution Channels
In 2016, approximately 74% of our net sales were to customers in the United States and approximately 26% were to customers
outside the United States. Domestically, approximately 89% of our net sales were wholesale sales to retailers, 7% were direct to
consumers and 4% were wholesale sales to wholesalers and third party embellishers. We have well-established relationships
with some of the largest apparel retailers in the world. Our largest customers are Wal-Mart Stores, Inc. (“Wal-Mart”) and Target,
accounting for 20% and 15% respectively, of our total net sales in 2016. As is common in the basic apparel industry, we generally
do not have purchase agreements that obligate our customers to purchase our products. However, the majority of our key customer
relationships have been in place for 10 years or more. Wal-Mart and Target are our only customers with sales that exceed 10% of any
individual segment’s sales. In our Innerwear segment, Wal-Mart accounted for 34% of net sales and Target accounted for 17% of net
sales during 2016. In our Activewear segment, Target accounted for 28% of net sales and Wal-Mart accounted for 19% of net sales.

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Part I

Sales to the mass merchant channel in the United States accounted for approximately 35% of our total net sales in 2016. We sell all
of our product categories in this channel, including our Hanes, Champion, Playtex, Maidenform and JMS/Just My Size brands, as well
as licensed logo apparel. Mass merchants feature high-volume, low-cost sales of basic apparel items along with a diverse variety of
consumer goods products, such as grocery and drug products and other hard lines, and are characterized by large retailers, such as
Wal-Mart and Target. Our largest mass merchant customer is Wal-Mart, which accounted for approximately 20% of our total net sales
in 2016.

Sales to the mid-tier and department stores channel in the United States accounted for approximately 10% of our total net sales in 2016.
Mid-tier stores target a higher-income consumer than mass merchants, focus more of their sales on apparel items rather than other
consumer goods such as grocery and drug products and are characterized by large retailers such as Kohl’s, J.C. Penney Company, Inc. and
Sears Holdings Corporation. We sell all of our product categories in this channel. Traditional department stores target higher-income
consumers and carry more high-end, fashion conscious products than mid-tier stores or mass merchants and tend to operate in higher-
income areas and commercial centers. Traditional department stores are characterized by large retailers such as Macy’s, Inc. and Belk, Inc.
We sell products in our intimate apparel, underwear, socks, hosiery and activewear categories through department stores.

Sales in our Direct to Consumer segment accounted for approximately 5% of our total net sales in 2016. We sell our branded products
directly to consumers through our 252 domestic outlet stores, as well as our websites operating under the Hanes, One Hanes Place,
JMS/Just My Size and Champion names. Our outlet stores are value-based, offering the consumer a savings of 25% to 40% off
suggested retail prices, and sell first-quality, excess, post-season, obsolete and slightly imperfect products. Our websites, supported
by emails, address the growing e-commerce channel that characterizes today’s 24/7 retail environment. Our websites recorded 36.8
million user sessions in 2016, with 6.8 million consumers receiving our emails.

Sales in our International segment represented approximately 26% of our total net sales in 2016, and included sales in Europe,
Australia, Asia, Latin America and Canada. We also have offices in each of these markets, as well as the Philippines, Thailand,
Argentina, South Africa and Central America. Internationally, the majority of our net sales were wholesale sales to retailers. For more
information about our sales on a geographic basis, see Note, “Geographic Area Information,” to our financial statements.

Sales in other channels in the United States represented approximately 24% of our total net sales in 2016. We sell T-shirts, golf and
sport shirts and fleece sweatshirts to wholesalers and third party embellishers primarily under our Hanes, Champion and Hanes
Beefy-T brands. We also sell a significant range of our underwear, activewear and socks products under the Champion brand to
wholesale clubs, such as Costco Wholesale Corporation, and sporting goods stores, such as DICK’S Sporting Goods. We also sell
products that span across the Innerwear and Activewear reportable segments in the e-commerce environment through our owned
e-commerce websites and through pure play e-commerce sites, such as Amazon. We sell primarily legwear and underwear products
under the Hanes and L’eggs brands to food, drug and variety stores. We also sell licensed logo apparel in collegiate bookstores. We sell
products that span across our Innerwear and Activewear segments to the U.S. military for sale to servicemen and servicewomen and
through discount retailers, such as the Dollar General Corporation.

Manufacturing, Sourcing and Distribution
During 2016, approximately 72% of units sold were from finished goods manufactured through a combination of facilities we own
and operate and facilities owned and operated by third party contractors who perform some of the steps in the manufacturing process
for us, such as cutting and/or sewing. We sourced the remainder of our finished goods from third party manufacturers who supply
us with finished products based on our designs. In making decisions about the location of manufacturing operations and third party
sources of supply, we consider a number of factors, including labor, local operating costs, quality, regional infrastructure, applicable
quotas and duties and freight costs. We believe that our balanced approach to product supply, which relies on a combination of
owned, contracted and sourced manufacturing located across different geographic regions, increases the efficiency of our operations,
reduces product costs and offers customers a reliable source of supply.

Finished Goods That Are Manufactured by Hanesbrands
The manufacturing process for the finished goods that we manufacture begins with raw materials we obtain from suppliers. The
principal raw materials in our product categories are cotton and synthetics. Cotton and synthetic materials are typically spun into
yarn, which is then knitted into cotton, synthetic and blended fabrics. We source all of our yarn requirements from large-scale
domestic and international suppliers. To a lesser extent, we purchase fabric from several domestic and international suppliers in
conjunction with scheduled production. In addition to cotton yarn and cotton-based textiles, we use thread, narrow elastic and trim

HANESBRANDS INC.

Part I

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for product identification, buttons, zippers, snaps and lace. These fabrics are cut and sewn into finished products, either by us or by
third party contractors. We currently operate 52 manufacturing facilities. Most of our cutting and sewing operations are strategically
located in Asia, Central America and the Caribbean Basin. Alternate sources of these materials and services are readily available.

Finished Goods That Are Manufactured by Third Parties
In addition to our manufacturing capabilities, we also source finished goods we design from third-party manufacturers, also referred
to as “turnkey products.” Many of these turnkey products are sourced from international suppliers by our strategic sourcing hubs
in Asia.

All contracted and sourced manufacturing must meet our high quality standards. Further, all contractors and third-party
manufacturers must be preaudited and adhere to our strict supplier and business practices guidelines. These requirements provide
strict standards that, among other things, cover hours of work, age of workers, health and safety conditions and conformity with
local laws and Hanesbrands’ standards. Each new supplier must be inspected and agree to comprehensive compliance terms prior to
performance of any production on our behalf. We audit compliance with these standards and maintain strict compliance performance
records. In addition to our audit procedures, many of our suppliers are certified by the Worldwide Responsible Accredited Production,
or “WRAP,” program. WRAP uses third-party, independent audit firms and requires factory-by-factory certification. We are also a
fully accredited participating company in the Fair Labor Association.

Distribution
As of December 31, 2016, we distributed our products from 44 distribution centers. These facilities include 15 facilities located in
the United States and 29 facilities located outside the United States in regions primarily where we sell our products. We internally
manage and operate 32 of these facilities, and we use third party logistics providers who operate the other 12 facilities on our behalf.
International distribution operations use a combination of third party logistics providers, as well as owned and operated distribution
operations, to distribute goods to our various international markets.

Inventory
Effective inventory management is key to our success. Because our customers generally do not purchase our products under long-
term supply contracts, but rather on a purchase order basis, effective inventory management requires close coordination with the
customer base. We seek to ensure that products are available to meet customer demands while effectively managing inventory
levels. We employ various types of inventory management techniques that include collaborative forecasting and planning, supplier-
managed inventory, key event management and various forms of replenishment management processes. Our supplier-managed
inventory initiative is intended to shift raw material ownership and management to our suppliers until consumption, freeing up
cash and improving response time. We have demand management planners in our customer management group who work closely
with customers to develop demand forecasts that are passed to the supply chain. We also have professionals within the customer
management group who coordinate daily with our larger customers to help ensure that our customers’ planned inventory levels are
in fact available at their individual retail outlets. Additionally, within our supply chain organization we have dedicated professionals
who translate the demand forecast into our inventory strategy and specific production plans. These individuals work closely with our
customer management team to balance inventory investment/exposure with customer service targets.

Seasonality and Other Factors
Our operating results are subject to some variability due to seasonality and other factors. For instance, we generally have higher
sales during the back-to-school and holiday shopping seasons and during periods of cooler weather, which benefits certain product
categories such as fleece. Our diverse range of product offerings, however, provides some mitigation to the impact of seasonal
changes in demand for certain items. Sales levels in any period are also impacted by customers’ decisions to increase or decrease their
inventory levels in response to anticipated consumer demand. Our customers may cancel orders, change delivery schedules or change
the mix of products ordered with minimal notice to us. Media, advertising and promotion expenses may vary from period to period
during a fiscal year depending on the timing of our advertising campaigns for retail selling seasons and product introductions.

Product Innovation and Marketing
A significant component of our margin-enhancing Innovate-to-Elevate strategy is our strong product research and development and
innovation capabilities. From 2014 to 2016, we spent nearly $196 million on design, research and product development, including
the development of new and improved products.

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Part I

We use a disciplined, consumer-driven approach to direct our product innovation and marketing efforts. We seek to identify relevant
consumer insights and long-term megatrends that will impact our product categories over the next five to 10 years. We focus
our innovation efforts on big-idea platforms that span brands, product categories, business segments, distribution channels and
geographies. In addition, we concentrate on margin accretive product innovations where we can leverage our supply chain in order to
drive further economies of scale. Examples of our product innovation platforms include:

•

Tagless: Over a decade ago, we launched Hanes Tagless Tees that deliver superior softness without the itch and irritation
of a tag. In 2012, our consumer-driven innovation process led us to expand this platform to the male underwear bottom
category where research indicated that itchy tags were the number two consumer complaint. The Tagless platform also taps
into the power of our supply chain, generating significant cost savings and allowing us to expand gross margins.
ComfortBlend: ComfortBlend, our fabric innovation that combines cotton and synthetic yarns for products that are softer,
shrink less and dry faster, is an outgrowth of the performance fabric megatrend. In developing ComfortBlend, we worked
through each step of the big idea process, testing the concept, the product and the advertising. We introduced Hanes men’s
ComfortBlend underwear in 2012 with exceptional results and have now expanded this platform to socks, children’s
underwear and panties.
ComfortFlex Fit: Our ComfortFlex Fit platform is another example of our consumer-driven innovation process, where
research indicated the two most significant consumer complaints in the bra category were that the consumer could not find
the right size and that the consumer could not find a comfortable bra. ComfortFlex Fit effectively addresses both concerns
by combining a simplified shopping system that eliminates the complicated cup-and-band combinations of traditional bra
sizing systems with a more comfortable, flexible fit. We have successfully leveraged the ComfortFlex Fit platform across our
Hanes, Champion, Bali, Playtex and JMS/Just My Size brands where it is driving incremental purchases in a category where
consumers typically buy only a little over three bras per year.

• X-Temp: X-Temp brings a new level of technology and comfort to basic apparel. Hanes and Champion X-Temp garments

are designed to keep consumers cooler and drier by increasing the rate of evaporation when body temperature rises and
reducing the rate of evaporation as body temperature cools. The X-Temp platform was successfully introduced in Hanes
men’s underwear and men’s socks in 2013 and expanded to women’s socks, panties, bras, legwear, base layer and children’s
underwear and socks in 2014. Champion Vapor with X-Temp technology was introduced in men’s and women’s activewear
in 2013 and expanded to team practicewear and branded printwear in 2014.
FreshIQ: FreshIQ provides advanced odor protection through the application of an antimicrobial finish that physically
inhibits bacteria growth. Hanes FreshIQ underwear and socks for men were introduced in 2016, and additional products are
anticipated to be introduced through the fall of 2017.
3D Flex: Our revolutionary 3D Flex fabric combines cotton and elastane to create a natural material that breathes and
stretches like a second skin for comfort and increased freedom of movement. 3D Flex is a cross-brand and cross-country
platform that has been successfully introduced into DIM men’s underwear in France.

•

• Activ’Skin: Activ’Skin fabric uses a modern textile technology that absorbs heat from the body to generate a natural massage to
improve skin elasticity. Activ’Skin technology has been leveraged across bras sold under both our Lovable and DIM brands.

Driving innovation platforms across brands and categories is a major element of our Innovate-to-Elevate strategy as it enables us to
meet key consumer needs and leverage advertising dollars. We believe that the strength of our consumer insights, our distinctive
brand propositions and our focus on integrated marketing give us a competitive advantage in the fragmented apparel marketplace.
Effectively marketing these innovations also accrues benefits back to our supply chain. Driving higher volume helps us to leverage
scale and drive costs down even further, increasing margins while funding additional marketing support for our brands and products
so we can continue to reinvest in product innovation.

In 2016, our broad-reach marketing efforts included:

•

Continued marketing support for Hanes X-Temp, which included TV, digital and social media outreach, as well as a
partnership with the X-Men movie franchise;

• Ongoing digital, social media and influencer campaigns in support of our key intimate apparel brands: Maidenform, Bali,

•

Playtex and Hanes;
The launch of an updated “Real Champions” social media campaign for the Champion brand, highlighting inspiring stories
of four individuals who overcame a variety of challenges to find their own inner champion; and

• A multi-media “End the Smellfie” campaign in support of the launch of FreshIQ, letting consumers everywhere know that

Hanes men’s underwear and sock styles now feature advanced odor protection technology.

HANESBRANDS INC.

Part I

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Competition
The basic apparel market is highly competitive and rapidly evolving. Competition generally is based upon brand, comfort, fit, style
and price. Our businesses face competition today from other large corporations and foreign manufacturers. Fruit of the Loom, Inc.,
a subsidiary of Berkshire Hathaway Inc., competes with us across most of our segments through its own offerings and those of its
Russell Corporation and Vanity Fair Intimates offerings. Other competitors in our Innerwear segment include Limited Brands, Inc.’s
Victoria’s Secret brand and Jockey International, Inc. Other competitors in our Activewear segment include various private label and
controlled brands sold by many of our customers, as well as Gildan Activewear, Inc. and Gap Inc. Large European intimate apparel
distributors such as Triumph International and Calzedonia S.p.A Group, as well as international activewear retailers such as Nike,
Adidas, Puma, Under Armour and Converse, compete with us in our International segment. We also compete with many small
manufacturers across all of our business segments, including our International segment. Additionally, department stores and other
retailers, including many of our customers, market and sell basic apparel products under private labels that compete directly with our
brands. Our competitive strengths include our strong brands with leading market positions, industry-leading innovation, our high-
volume, core products focus, our significant scale of operations, our global supply chain and our strong customer relationships. We
continually strive to improve in each of these areas.

Intellectual Property
We market our products under hundreds of trademarks in the United States and other countries around the world, the most widely
recognized of which are Hanes, Champion, C9 Champion, Maidenform, DIM, Bali, Playtex, Bonds, JMS/Just My Size, Nur Die/Nur
Der, L’eggs, Sheridan, Lovable, Wonderbra, Gear for Sports, Shock Absorber, Abanderado, Berlei and Zorba. Some of our products are
sold under trademarks that have been licensed from third parties, such as Polo Ralph Lauren men’s underwear and Donna Karan and
DKNY intimate apparel.

Some of our own trademarks are licensed to third parties, such as Champion for athletic-oriented accessories. In the United States
and Canada, the Playtex trademark is owned by Playtex Marketing Corporation, of which we own a 50% interest and which grants
to us a perpetual royalty-free license to the Playtex trademark on and in connection with the sale of apparel in the United States and
Canada. The other 50% interest in Playtex Marketing Corporation is owned by Playtex Products, LLC, an unrelated third party, whose
affiliate, Edgewell Personal Care Brands, LLC, has a perpetual royalty-free license to the Playtex trademark on and in connection
with the sale of non-apparel products in the United States and Canada. Outside the United States and Canada, we own the Playtex
trademark and perpetually license such trademark to Edgewell Personal Care Brands, LLC for non-apparel products. The Berlei
trademark is owned by Berlei IP Limited, of which we own a 50% interest and which grants to us an exclusive, perpetual royalty-free
license to the Berlei trademark on and in connection with the sale of apparel in Australia and New Zealand. The other 50% interest in
Berlei IP Limited is owned by PD Enterprise Limited, an unrelated third party, who has an exclusive, perpetual royalty-free license to
the Berlei trademark on and in connection with the sale of apparel products in Japan and China. Outside of Australia, New Zealand,
Japan and China, Berlei IP Limited and its wholly owned subsidiaries have the right to use the Berlei trademark on a worldwide basis.
Our trademarks are important to our marketing efforts and have substantial value. We aggressively protect these trademarks from
infringement and dilution through appropriate measures, including court actions and administrative proceedings.

Although the laws vary by jurisdiction, trademarks generally remain valid as long as they are in use and/or their registrations are
properly maintained. Most of the trademarks in our portfolio, including our core brands, are covered by trademark registrations in the
countries of the world in which we do business, in addition to many other jurisdictions around the world, with a registration period
of 10 years in most countries. Generally, trademark registrations can be renewed indefinitely as long as the trademarks are in use.
We have an active program designed to ensure that our trademarks are registered, renewed, protected and maintained. We plan to
continue to use all of our core trademarks and plan to renew the registrations for such trademarks as needed. We also own a number
of copyrights.

Most of our copyrights are unregistered, although we have a sizable portfolio of copyrighted lace designs that are the subject of a
number of registrations at the U.S. Copyright Office.

We place high importance on product innovation and design, and a number of these innovations and designs are the subject of
patents. However, we do not regard any segment of our business as being dependent upon any single patent or group of related
patents. In addition, we own proprietary trade secrets, technology and know-how that we have not patented.

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Part I

Geographic Financial Summary
For a summary of our operations by geographic area for each of the three most recent fiscal years, including revenues from external
customers and net property, see Note, “Geographic Area Information,” to our financial statements included in this Annual Report on
Form 10-K.

Governmental Regulation and Environmental Matters
We are subject to U.S. federal, state and local laws and regulations that could affect 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. Some of our international businesses are subject to similar laws and regulations in the countries in which they operate.
Our operations also are subject to various international trade agreements and regulations. While we believe that we are in compliance
in all material respects with all applicable governmental regulations, current governmental regulations may change or become more
stringent or unforeseen events may occur, any of which could have a material adverse effect on our financial position or results
of operations.

We are subject to various federal, state, local and foreign laws and regulations that govern our activities, operations and products that
may have adverse environmental and health and safety effects, including laws and regulations relating to generating emissions, water
discharges, waste, product and packaging content and workplace safety. Noncompliance with these laws and regulations may result
in substantial monetary penalties and criminal sanctions. We are aware of hazardous substances or petroleum releases at certain of
our facilities and are working with the relevant environmental authorities to investigate and address such releases. We also have been
identified as a “potentially responsible party” at certain waste disposal sites undergoing investigation and cleanup under the federal
Comprehensive Environmental Response, Compensation and Liability Act (commonly known as Superfund) or state Superfund
equivalent programs. Where we have determined that a liability has been incurred and the amount of the loss can reasonably be
estimated, we have accrued amounts in our balance sheet for losses related to these sites. Compliance with environmental laws and
regulations and our remedial environmental obligations historically have not had a material impact on our operations, and we are not
aware of any proposed regulations or remedial obligations that could trigger significant costs or capital expenditures in connection
with such compliance.

Corporate Social Responsibility
Hanesbrands conducts business around the world in a highly ethical manner. We are protective of our strong reputation for corporate
citizenship and social responsibility and proud of our significant achievements in the areas of environmental stewardship, workplace
quality and community building.

We call our corporate social responsibility program “Hanes for Good” because adhering to responsible and sustainable business
practices is good for our company, good for our employees, good for our communities and good for our investors. We own the
majority of our supply chain and have more direct control over how we do business than many of our competitors. More than 70%
of the apparel units that we sell is produced in facilities that we operate or control. We also have an industry-leading compliance
program that helps to ensure our business partners live up to the high standards that we set for ourselves.

We have been recognized for our socially responsible business practices by such organizations as the U.S. Environmental Protection
Agency Energy Star program, corporate responsibility advocate As You Sow, social compliance rating group Free2Work, the United
Way, Corporate Responsibility magazine and others. In fact, Richard Noll, our Executive Chairman and former Chief Executive
Officer, received the 2016 Responsible CEO of the Year award from Corporate Responsibility magazine. We are also members of the
Fair Labor Association, Sustainable Apparel Coalition, The Sustainability Consortium and Corporate Eco Forum.

We have made significant progress across a range of corporate social responsibility issues, but we recognize that there is always room
for improvement. We pride ourselves on listening to others outside our company and reacting quickly and responsibly if issues
emerge. We hope to continue making a positive and lasting contribution to our world in the years to come. More information about
our Hanes for Good corporate responsibility initiatives may be found at www.HanesForGood.com.

Employees
As of December 31, 2016, we had approximately 67,800 employees, approximately 7,800 of whom were located in the United
States. As of December 31, 2016, approximately 35 employees in the United States were covered by collective bargaining
agreements. A significant portion of our employees based in foreign countries are represented by works councils or unions or subject
to trade-sponsored or governmental agreements. We believe our relationships with our employees are good.

HANESBRANDS INC.

Part I

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Item 1A. Risk Factors
This section describes circumstances or events that could have a negative effect on our financial results or operations or that could
change, for the worse, existing trends in our businesses. The occurrence of one or more of the circumstances or events described
below could have a material adverse effect on our financial condition, results of operations and cash flows or on the trading prices
of our common stock. The risks and uncertainties described in this Annual Report on Form 10-K are not the only ones facing us.
Additional risks and uncertainties that currently are not known to us or that we currently believe are immaterial also may adversely
affect our businesses and operations.

We operate in a highly competitive and rapidly evolving market, and our market share and results of operations could be
adversely affected if we fail to compete effectively in the future.

The basic apparel market is highly competitive and evolving rapidly. Competition is generally based upon brand, comfort, fit, style
and price. Our businesses face competition today from other large domestic and foreign corporations and manufacturers, as well as
department stores and other retailers, including many of our customers, that market and sell basic apparel products under private
labels that compete directly with our brands. Also, online retail shopping is rapidly evolving, and we expect competition in the
e-commerce market to intensify in the future as the Internet facilitates competitive entry and comparison shopping. If we do not
successfully develop and maintain a relevant omni-channel experience for our customers, our businesses and results of operations
could be adversely impacted. Increased competition may result in a loss of or a reduction in shelf space and promotional support and
reduced prices, in each case decreasing our cash flows, operating margins and profitability. Our ability to identify and capitalize on
retail trends, including technology, e-commerce and other process efficiencies to gain market share and better service our customer
base will, in large part, determine our future success. If we fail to compete successfully, our market share, results of operations and
financial condition will be materially and adversely affected.

Any inadequacy, interruption, integration failure or security failure with respect to our information technology could
harm our ability to effectively operate our business.

Our ability to effectively manage and operate our business depends significantly on information technology systems. The failure
of these systems to operate effectively and support global growth and expansion, problems with integrating various data sources,
challenges in transitioning to upgraded or replacement systems, difficulty in integrating new systems or systems of acquired
businesses, or a breach in security of these systems could adversely impact the operations of our business.

Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Any breach of our
network may result in the loss of valuable business data, misappropriation of our consumers’ or employees’ personal information, or
a disruption of our business, which could give rise to unwanted media attention, materially damage our customer relationships and
reputation, and result in lost sales, fines or lawsuits.

Moreover, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal
data. Any failure to comply with these regulatory standards could subject us to legal and reputational risks. Misuse of or failure
to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by
governmental entities or others, damage to our reputation and credibility, and could have a negative impact on revenues and profits.

Due to the extensive nature of our foreign operations, fluctuations in foreign currency exchange rates could negatively
impact our results of operations.

A growing percentage of our total revenues (approximately 26% in 2016) is derived from markets outside the United States. We sell a
majority of our products in transactions denominated in U.S. dollars; however, we purchase many of our raw materials, pay a portion
of our wages and make other payments in our supply chain in foreign currencies. As a result, when the U.S. dollar weakens against
any of these currencies, our cost of sales could increase substantially. Outside the United States, we may pay for materials or finished
products in U.S. dollars, and in some cases a strengthening of the U.S. dollar could effectively increase our costs where we use foreign
currency to purchase the U.S. dollars we need to make such payments. Changes on foreign currency exchange rates could have an
adverse impact on our financial condition, results of operations and cash flows.

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Part I

We use foreign exchange forward contracts to hedge material exposure to adverse changes in foreign exchange rates. However,
no hedging strategy can completely insulate us from foreign exchange risk. We are also exposed to gains and losses resulting from
the effect that fluctuations in foreign currency exchange rates have on the reported results in our financial statements due to the
translation of operating results and financial position of our foreign subsidiaries.

The rapidly changing retail environment could result in the loss of or material reduction in sales to certain of our customers,
which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The retail environment is highly competitive. Consumers are increasingly embracing shopping online and through mobile commerce
applications. As a result, a greater portion of total consumer expenditures with retailers is occurring online and through mobile
commerce applications. If our brick-and-mortar retail customers fail to maintain or grow their overall market position through the
integration of physical retail presence and digital retail, these customers may experience financial difficulties including store closures,
bankruptcies or liquidations. This could, in turn, substantially reduce our revenues, increase our credit risk and have a material
adverse effect on our results of operations, financial condition and cash flows.

We have a complex multinational tax structure, and changes in effective tax rates or adverse outcomes resulting from
examination of our income tax returns could impact our capital deployment strategy and adversely affect our results.

We have a complex multinational tax structure with multiple types of intercompany transactions, and our allocation of profits and
losses among us and our subsidiaries through our intercompany transfer pricing agreements is subject to review by the Internal
Revenue Service and other tax authorities. Our future effective tax rates could be adversely affected by earnings being lower than
anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory
rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, accounting principles
or interpretations thereof. In order to service our debt obligations, we may need to increase the portion of the income our foreign
subsidiaries that we expect to remit to the United States, which may significantly increase our income tax expense. In addition, we
are also subject to the continuous examination of our income tax returns and related transfer pricing documentation by the Internal
Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations
to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous
examinations will not have an adverse effect on our operating results and financial condition. Additionally, changes in tax laws,
regulations, future jurisdictional profitability of us and our subsidiaries, and related regulatory interpretations in the countries in
which we operate may impact the taxes we pay or tax provision we record, as well as our capital deployment strategy, which could
adversely affect our results of operations.

Our failure to properly manage strategic projects in order to achieve the desired results may negatively impact our business.

The implementation of our business strategy periodically involves the execution of complex projects, which places significant
demands on our management, accounting, financial, information and other systems and on our business. Our ability to successfully
implement such projects is dependent on management’s ability to timely and effectively anticipate and adapt to our changing business
needs. We cannot assure you that our management will be able to manage these projects effectively or implement them successfully.
If we miscalculate the resources or time we need to complete a project or fail to implement the project effectively, our business and
operating results could be adversely affected.

Our business depends on our senior management team and other key personnel.

Our success depends upon the continued contributions of our senior management team and other key personnel, some of whom have
unique talents and experience and would be difficult to replace. The loss or interruption of the services of a member of our senior
management team or other key personnel could have a material adverse effect on our business during the transitional period that
would be required for a successor to assume the responsibilities of the position. Our future success will also depend on our ability to
develop and/or recruit employees with the core competencies needed to support our growth in global markets and in new products or
services. We may not be able to attract or retain these employees, which could adversely affect our business.

HANESBRANDS INC.

Part I

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Our operations in international markets, and our earnings in those markets, may be affected by legal, regulatory, political
and economic risks.

During 2016, net sales from our International segment were $1.5 billion, representing approximately 26% of total net sales. In
addition, a significant amount of our manufacturing and production operations are located, or our products are sourced from, outside
the United States. As a result, our business is subject to risks associated with international operations. These risks include the burdens
of complying with foreign laws and regulations, unexpected changes in tariffs, taxes or regulatory requirements, and political unrest
and corruption.

Regulatory changes could limit the countries in which we sell, produce or source our products or significantly increase the cost of
operating in or obtaining materials originating from certain countries. Restrictions imposed by such changes can have a particular
impact on our business when, after we have moved our operations to a particular location, new unfavorable regulations are enacted in
that area or favorable regulations currently in effect are changed.

Countries in which our products are manufactured or sold may from time to time impose additional new regulations, or modify
existing regulations, including:

•
•
•
•

•
•

changes in duties, taxes, tariffs and other charges on imports;
limitations on the quantity of goods which may be imported into the United States from a particular country;
requirements as to where products and/or inputs are manufactured or sourced;
creation of export licensing requirements, imposition of restrictions on export quantities or specification of minimum
export pricing and/or export prices or duties;
limitations on foreign owned businesses; or
government actions to cancel contracts, re-denominate the official currency, renounce or default on obligations, renegotiate
terms unilaterally or expropriate assets.

In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil
strife, acts of war, public corruption and other economic or political uncertainties could interrupt and negatively affect our business
operations. All of these factors could result in increased costs or decreased revenues and could materially and adversely affect our
product sales, financial condition and results of operations.

Recently, political discourse in the United States has increasingly focused on ways to discourage U.S. corporations from outsourcing
manufacturing and production activities to foreign jurisdictions. Many prominent government officials have publicly addressed the
need to discourage these practices through television, new publications and social media platforms, including through the possibility
of imposing tariffs, border adjustments or other penalties on goods manufactured outside the United States to attempt to discourage
these practices. It has also been suggested that the United States may materially modify or withdraw from some of its existing trade
agreements. Any of these actions, if ultimately enacted, could adversely affect our results of operations or profitability. Further,
our image, the reputation of our brands and our stock price may be adversely affected if we are publicly singled out for criticism by
government officials as a result of our foreign operations.

We are also subject to the U.S. Foreign Corrupt Practices Act, in addition to the anti-corruption laws of the foreign countries in which
we operate. Although we implement policies and procedures designed to promote compliance with these laws, our employees,
contractors and agents, as well as those companies to which we outsource certain of our business operations, may take actions in
violation of our policies. Any such violation could result in sanctions or other penalties and have an adverse effect on our business,
reputation and operating results.

In addition, in June 2016, voters in the United Kingdom approved an advisory referendum to withdraw from the European Union,
commonly referred to as "Brexit." This referendum has created political and economic uncertainty, particularly in the United
Kingdom and the European Union, and this uncertainty may persist for years. A withdrawal could significantly disrupt the free
movement of goods, services, and people between the United Kingdom and the European Union, and result in increased legal and
regulatory complexities, as well as potential higher costs of conducting business in Europe. The United Kingdom's vote to exit
the European Union could also result in similar referendums or votes in other European countries in which we do business. The
uncertainty surrounding the terms of the United Kingdom's withdrawal and its consequences could adversely impact consumer and
investor confidence, and the level of consumer purchases of discretionary items and retail products, including our products. Any of
these effects, among others, could materially adversely affect our business, results of operations, and financial condition.

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Part I

Significant fluctuations and volatility in the price of various input costs, such as cotton and oil-related materials, utilities,
freight and wages, may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Inflation can have a long-term impact on us because increasing costs of materials and labor may impact our ability to maintain satisfactory
margins. For example, the cost of the materials that are used in our manufacturing process, such as oil-related commodity prices and other
raw materials, such as dyes and chemicals, and other costs, such as fuel, energy and utility costs, can fluctuate as a result of inflation and
other factors. Similarly, a significant portion of our products are manufactured in other countries and declines in the value of the U.S. dollar
may result in higher manufacturing costs. Sudden decreases in the costs for materials, including cotton, may result in the cost of inventory
exceeding the cost of new production, which could result in lower profitability, particularly if these decreases result in downward price
pressure. If, in the future we incur volatility in the costs for materials, including cotton, and labor that we are unable to offset through price
adjustments or improved efficiencies, or if our competitors’ unwillingness to follow our price changes results in downward price pressure,
our business, results of operations, financial condition and cash flows may be adversely affected.

Inability to access sufficient capital at reasonable rates or commercially reasonable terms or maintain sufficient liquidity
in the amounts and at the times needed could adversely impact our business.

We rely on our cash flows generated from operations and the borrowing capacity under our Revolving Loan Facility and other
external debt financings to meet the cash requirements of our business. We have significant capital requirements and will need
continued access to debt capital from outside sources in order to efficiently fund the cash flow needs of our business and pursue
strategic acquisitions.

Although we currently have available credit facilities to fund our current operating needs, we cannot be certain that we will be able
to replace our existing credit facilities or refinance our existing or future debt at a reasonable cost when necessary. The ability to have
continued access to reasonably priced credit is dependent upon our current and future capital structure, financial performance, our
credit ratings and general economic conditions. If we are unable to access the capital markets at a reasonable economic cost, it could
have an adverse effect on our results of operations or financial condition.

Our reputation, ability to do business and results of operations could be impaired by improper conduct by any of our
employees, agents or business partners.

Our business is subject to federal, state, local and international laws, rules and regulations, such as state and local wage and hour laws,
the U.S. Foreign Corrupt Practices Act, the False Claims Act, the Employee Retirement Income Security Act (“ERISA”), securities
laws, import and export laws (including customs regulations), unclaimed property laws and many others. We cannot provide
assurance our internal controls will always protect us from the improper conduct of our employees, agents and business partners.
Any violations of law or improper conduct could damage our reputation and, depending on the circumstances, subject us to, among
other things, civil and criminal penalties, material fines, equitable remedies (including profit disgorgement and injunctions on future
conduct), securities litigation and a general loss of investor confidence, any one of which could have a material adverse impact on our
business prospects, financial condition, results of operations, cash flows, and the market value of our stock.

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

We purchase all of the raw materials used in our products and approximately 28% of the units sold derived from apparel designed
by us from a limited number of third party suppliers and manufacturers. Our ability to meet our customers’ needs depends on our
ability to maintain an uninterrupted supply of raw materials and finished products from our third party suppliers and manufacturers.
Our business, financial condition or results of operations could be adversely affected if any of our principal third party suppliers or
manufacturers experience financial difficulties that they are not able to overcome resulting from worldwide economic conditions,
production problems, difficulties in sourcing raw materials, lack of capacity or transportation disruptions, or if for these or other reasons
they raise the prices of the raw materials or finished products we purchase from them. The magnitude of this risk depends upon the
timing of any interruptions, the materials or products that the third party manufacturers provide and the volume of production.

Our dependence on third parties for raw materials and finished products subjects us to the risk of supplier failure and customer
dissatisfaction with the quality of our products. Quality failures by our third party manufacturers or changes in their financial or
business condition that affect their production could disrupt our ability to supply quality products to our customers and thereby
materially harm our business.

HANESBRANDS INC.

Part I

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Our ability to successfully integrate acquired businesses could impact our financial results.

As a leading branded apparel company, we expect to continue pursuing strategic acquisitions as part of our long-term business
strategy, such as our recent acquisitions of Champion Europe and Hanes Australasia. Difficulties may arise in the integration of the
business and operations of businesses that we acquire and, as a result, we may not be able to achieve the cost savings and synergies
that we expect will result from such transactions. Achieving cost savings is dependent on consolidating certain operational and
functional areas, eliminating duplicative positions and terminating certain agreements for outside services. Additional operational
savings are dependent upon the conversion of core operating systems, data systems and products and the standardization of business
practices. Complications or difficulties in the conversion of core operating systems, data systems and products may result in the loss
of customers, operational problems, one-time costs currently not anticipated or reduced cost savings resulting from such acquisitions.
Annual cost savings in each such transaction may be materially less than anticipated if the closing of the acquisition is delayed
unexpectedly, the integration of operations is delayed beyond what is anticipated or the conversion to a single set of data systems is
not accomplished on a timely basis.

Acquired businesses may not achieve expected results of operations, including expected levels of revenues, and may require
unanticipated costs and expenditures. In addition, following completion of an acquisition, we may not be able to maintain the levels
of revenue, earnings or operating efficiency that we and the acquired business have achieved or might achieve separately. Acquired
businesses may also subject us to liabilities that we were unable to discover in the course of our due diligence, and our rights to
indemnification from the sellers of such other businesses, even if obtained, may not be sufficient to offset the relevant liabilities. In
addition, the integration of newly acquired businesses may be expensive and time-consuming and may not be entirely successful.
Integration of the acquired businesses may also place additional pressures on our systems of internal control over financial reporting.
The process of integrating the operations of acquired businesses could cause an interruption of, or loss of momentum in, the activities
of one or more of our combined businesses and the possible loss of key personnel. If we are unable to successfully integrate any
newly acquired business or if the acquired businesses fail to produce targeted results, it could have an adverse effect on our results of
operations or financial condition.

We may be adversely affected by unseasonal or severe weather conditions.

Our business may be adversely affected by unseasonable or severe weather conditions. Periods of unseasonably warm weather in
the fall or winter, or periods of unseasonably cool and wet weather in the spring or summer, can negatively impact retail traffic and
consumer spending. In addition, severe weather events such as snow storms or hurricanes typically lead to temporarily reduced
retail traffic. Any of these conditions could result in negative point-of-sale trends for our merchandise and reduced replenishment
shipments to our wholesale customers.

We rely on a relatively small number of customers for a significant portion of our sales, and the loss of or material
reduction in sales to any of our top customers could have a material adverse effect on our business, results of operations,
financial condition and cash flows.

In 2016, our top 10 customers accounted for approximately 52% of our net sales and our top two customers, Wal-Mart and Target
accounted for 20% and 15% of our net sales, respectively. We expect that these customers will continue to represent a significant
portion of our net sales in the future. Moreover, our top customers are the largest market participants in our primary distribution
channels across all of our product lines. We generally do not enter into purchase agreements that obligate our customers to purchase
our products, and as a result, most of our sales are made on a purchase order basis. A decision by any of our top customers to
significantly decrease the volume of products purchased from us could substantially reduce revenues and may have a material adverse
effect on our business, results of operations, financial condition and cash flows. In addition, if any of our customers devote less selling
space to apparel products, our sales to those customers could be reduced even if we maintain our share of their apparel business. Any
such reduction in apparel selling space could result in lower sales and our business, results of operations, financial condition and cash
flows may be adversely affected.

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Part I

Our results of operations could be materially harmed if we are unable to manage our inventory effectively and accurately
forecast demand for our products.

We are faced with the constant challenge of balancing our inventory with our ability to meet marketplace needs. Factors that
could affect our ability to accurately forecast demand for our products include our ability to anticipate and respond effectively to
evolving consumer preferences and trends and to translate these preferences and trends into marketable product offerings, as well
as unanticipated changes in general economic conditions or other factors, which result in cancellations of orders or a reduction or
increase in the rate of reorders placed by retailers.

Inventory reserves can result from the complexity of our supply chain, a long manufacturing process and the seasonal nature
of certain products. We sell a large number of our products to a small number of customers, and these customers generally are
not required by contract to purchase our goods. As a result, we often schedule internal production and place orders for products
with third-party manufacturers before our customers’ orders are firm. If we fail to accurately forecast consumer demand, we may
experience excess inventory levels or a shortage of product required to meet the demand. Inventory levels in excess of consumer
demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could have an adverse
effect on the image and reputation of our brands and negatively impact profitability. On the other hand, if we underestimate demand
for our products, our manufacturing facilities or third-party manufacturers may not be able to produce products to meet consumer
requirements, and this could result in delays in the shipment of products and lost revenues, as well as damage to our reputation
and relationships. These risks could have a material adverse effect on our brand image as well as our results of operations and
financial condition.

Additionally, sudden decreases in the costs for materials, including cotton, may result in the cost of inventory exceeding the cost
of new production; if this occurs, it could have a material adverse effect on our business, results of operations, financial condition
or cash flow, particularly if we hold a large amount of excess inventory. Excess inventory charges can reduce gross margins or result
in operating losses, lowered plant and equipment utilization and lowered fixed operating cost absorption, all of which could have a
material adverse effect on our business, results of operations, financial condition or cash flows.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause
material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability.

We have a complex global supply chain and distribution network that supports our ability consistently to provide our products to our
customers. Should we experience a local or regional disaster or other business continuity problem, such as an earthquake, tsunami,
terrorist attack, pandemic or other natural or man-made disaster, our continued success will depend, in part, on the safety and
availability of our personnel, our office facilities, and the proper functioning of our computer, telecommunication and other systems
and operations. While our operational size, the diversity of locations from which we operate, and our redundant back-up systems
provide us with a strong advantage should we experience a local or regional disaster or other business continuity event, we could still
experience operational challenges, in particular depending upon how a local or regional event may affect our human capital across
our operations or with regard to particular aspects of our operations, such as key executive officers or personnel in our technology
group. If we cannot respond to disruptions in our operations, for example, by finding alternative suppliers or replacing capacity at key
manufacturing or distribution locations, or cannot quickly repair damage to our information, production or supply systems, we may
be late in delivering, or be unable to deliver, products to our customers. These events could result in reputational damage, lost sales,
cancellation charges or excessive markdowns. All of the foregoing can have an adverse effect on our business, results of operations,
financial condition and cash flows.

Economic conditions may adversely impact demand for our products, reduce access to credit and cause our customers,
suppliers and other business partners to suffer financial hardship, all of which could adversely impact our business,
results of operations, financial condition and cash flows.

HANESBRANDS INC.

Part I

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reduced orders to us or order cancellations. These lower sales volumes, along with the possibility of restrictions on access to the credit
markets, may result in our customers experiencing financial difficulties including store closures, bankruptcies or liquidations. This
may result in higher credit risk relating to receivables from our customers who are experiencing these financial difficulties. Any of
these occurrences could have a material adverse effect on our business, results of operations, financial condition and cash flows.

In addition, economic conditions, including decreased access to credit, may result in financial difficulties leading to restructurings,
bankruptcies, liquidations and other unfavorable events for our suppliers of raw materials and finished goods, logistics and other
service providers and financial institutions which are counterparties to our credit facilities and derivatives transactions. In addition,
the inability of these third parties to overcome these difficulties may increase. If third parties on which we rely for raw materials,
finished goods or services are unable to overcome financial difficulties and provide us with the materials and services we need, or if
counterparties to our credit facilities or derivatives transactions do not perform their obligations, our business, results of operations,
financial condition and cash flows could be adversely affected.

If we are unsuccessful in establishing effective advertising, marketing and promotional programs, our sales could be
negatively affected.

Inadequate or ineffective advertising could inhibit our ability to maintain brand relevance and drive increased sales. Additionally, if
our competitors increase their spending on advertising and promotions, if our advertising, media or marketing expenses increase, or if
our advertising and promotions become less effective than those of our competitors, we could experience a material adverse effect on
our business results of operations and financial condition.

Our existing customers may require products on an exclusive basis, forms of economic support and other changes that
could be harmful to our business.

Customers increasingly may require us to provide them with some of our products on an exclusive basis, which could cause an
increase in the number of stock keeping units, or “SKUs,” we must carry and, consequently, increase our inventory levels and working
capital requirements. Moreover, our customers may increasingly seek markdown allowances, incentives and other forms of economic
support, which reduce our gross margins and affect our profitability. Our financial performance is negatively affected by these pricing
pressures when we are forced to reduce our prices without being able to correspondingly reduce our production costs.

The success of our business is tied to the strength and reputation of our brands, including brands that we license to
other parties. If other parties take actions that weaken, harm the reputation of or cause confusion with our brands, our
business, and consequently our sales, results of operations, cash flows and financial condition, may be adversely affected.

We license some of our important trademarks to third parties. For example, we license Champion to third parties for athletic-
oriented accessories. Although we make concerted efforts to protect our brands through quality control mechanisms and contractual
obligations imposed on our licensees, there is a risk that some licensees may not be in full compliance with those mechanisms and
obligations. In that event, or if a licensee engages in behavior with respect to the licensed marks that would cause us reputational
harm, we could experience a significant downturn in that brand’s business, adversely affecting our sales, results of operations, cash
flows and financial condition.

We may suffer negative publicity if we or our third party manufacturers violate labor laws or engage in practices that are
viewed as unethical or illegal, which could cause a loss of business.

We cannot fully control the business and labor practices of our third party manufacturers, the majority of whom are located in Asia,
Central America and the Caribbean Basin. If one of our own manufacturing operations or one of our third party manufacturers
violates or is accused of violating local or international labor laws or other applicable regulations, or engages in labor or other practices
that would be viewed in any market in which our products are sold as unethical, we could suffer negative publicity, which could
tarnish our brands’ image or result in a loss of sales. 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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Part I

If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or
prevent or detect fraud, which could have a material adverse effect on our business or the market price of our securities.

Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively
prevent or detect fraud. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent or
detect fraud, our brands and operating results could be harmed. Pursuant to the Sarbanes-Oxley Act of 2002, we are required to
furnish a report by management on internal control over financial reporting, including management’s assessment of the effectiveness
of such control. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations,
including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal
controls cannot provide absolute assurance with respect to the preparation and fair presentation of financial statements. In addition,
projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that
the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or
improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and
we could fail to meet our reporting obligations, which could have a material adverse effect on our business or the market price of
our securities.

We are subject to certain risks as a result of our indebtedness.

Our indebtedness primarily includes (i) a $1.0 billion revolving loan facility (the “Revolving Loan Facility”), a $725 million term
loan a facility (the “Term Loan A”), a $425 million term loan b facility (the “Term Loan B”), a AUD$200 million Australian term
a-1 loan facility (the “Australian Term A-1”), a AUD$200 million Australian term a-2 loan facility (the “Australian Term A-2”) and
an AUD$65 million Australian revolving loan facility (the “Australian Revolver” and together with the Revolving Loan Facility, the
Term Loan A, the Term Loan B, the Australian Term A-1, the Australian Term A-2, and the Australian Revolver, the “Senior Secured
Credit Facility”), (ii) our $900 million 4.625% Senior Notes due 2024 (the “4.625% Senior Notes”) and our $900 million 4.875%
Senior Notes due 2026 (the “4.875% Senior Notes”), (iii) our €500 million 3.5% Senior Notes due 2024 (the “3.5% Senior Notes”)
and (iv) a $275 million accounts receivable securitization facility (the “Accounts Receivable Securitization Facility”).

The Senior Secured Credit Facility contains restrictions that affect, and in some cases significantly limit or prohibit, among other
things, our ability to borrow funds, pay dividends or make other distributions, make investments, engage in transactions with
affiliates, or create liens on our assets. Covenants in the Senior Secured Credit Facility and the Accounts Receivable Securitization
Facility require us to maintain a minimum interest coverage ratio and a maximum total debt to EBITDA (earnings before income
taxes, depreciation expense and amortization), or leverage ratio. The indentures governing the Senior Notes also restricts our ability
to incur additional secured indebtedness in an amount that exceeds the greater of (a) $3.0 billion or (b) the amount that would cause
our consolidated secured net debt ratio to exceed 3.25 to 1.00, as well as certain other customary covenants and restrictions. These
restrictions and covenants could limit our ability to obtain additional capital in the future to fund capital expenditures or acquisitions,
meet our debt payment obligations and capital commitments, fund any operating losses or future development of our business
affiliates, obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize
our assets or conduct other necessary or prudent corporate activities. Any failure to comply with these covenants and restrictions
could result in an event of default that accelerates the maturity of our indebtedness under such facilities, resulting in an adverse effect
on our business.

The lenders under the Senior Secured Credit Facility have received a pledge of substantially all of our existing and future direct and
indirect subsidiaries, with certain customary or agreed-upon exceptions for certain foreign subsidiaries and certain other subsidiaries.
Additionally, these lenders generally have a lien on substantially all of our assets and the assets of our U.S. subsidiaries and certain
other foreign subsidiaries, with certain exceptions. The financial institutions that are party to the Accounts Receivable Securitization
Facility have a lien on certain of our domestic accounts receivable. As a result of these pledges and liens, if we fail to meet our payment
or other obligations under the Senior Secured Credit Facility or the Accounts Receivable Securitization Facility, the lenders under
those facilities will be entitled to foreclose on substantially all of our assets and, at their option, liquidate these assets, which would
adversely impact the operations of our business.

HANESBRANDS INC.

Part I

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Market returns could have a negative impact on the return on plan assets for our pension, which may require
significant funding.

The plan assets of our pension plans, which had a return of approximately 3% during 2016 and a loss of approximately 3% during
2015, are invested mainly in domestic and international equities, bonds, hedge funds and real estate. We are unable to predict the
variations in asset values or the severity or duration of any disruptions in the financial markets or adverse economic conditions in
the United States, Europe and Asia. The funded status of these plans, and the related cost reflected in our financial statements, are
affected by various factors that are subject to an inherent degree of uncertainty, particularly in the current economic environment.
Under the Pension Protection Act of 2006 (the “Pension Protection Act”), losses of asset values may necessitate increased funding of
the plans in the future to meet minimum federal government requirements. Under the Pension Protection Act funding rules, our U.S.
qualified pension plan is approximately 94% funded as of December 31, 2016. Any downward pressure on the asset values of these
plans may require us to fund obligations earlier than we had originally planned, which would have a negative impact on cash flows
from operations.

If we are unable to protect our intellectual property rights, our business may be adversely affected.

Our trademarks are important to our marketing efforts and have substantial value. We aggressively protect these trademarks from
infringement and dilution through appropriate measures, including court actions and administrative proceedings. We are susceptible
to others imitating our products and infringing our intellectual property rights. Infringement or counterfeiting of our products
could diminish the value of our brands or otherwise adversely affect our business. Actions we have taken to establish and protect our
intellectual property rights may not be adequate to prevent imitation of our products by others or to prevent others from seeking to
invalidate our trademarks or block sales of our products as a violation of the trademarks and intellectual property rights of others. In
addition, unilateral actions in the United States or other countries, such as changes to or the repeal of laws recognizing trademark or
other intellectual property rights, could have an impact on our ability to enforce those rights.

The value of our intellectual property could diminish if others assert rights in, or ownership of, our trademarks and other intellectual
property rights. We may be unable to successfully resolve these types of conflicts to our satisfaction. In some cases, there may be
trademark owners who have prior rights to our trademarks because the laws of certain foreign countries may not protect intellectual
property rights to the same extent as do the laws of the United States. In other cases, there may be holders who have prior rights to
similar trademarks. We are from time to time involved in opposition and cancellation proceedings with respect to some items of our
intellectual property.

We design, manufacture, source and sell products under trademarks that are licensed from third parties. If any licensor
takes actions related to their trademarks that would cause their brands or our company reputational harm, our business
may be adversely affected.

We design, manufacture, source and sell a number of our products under trademarks that are licensed from third parties, such as our
Polo Ralph Lauren men’s underwear and our Donna Karan and DKNY intimate apparel. Because we do not control the brands licensed
to us, our licensors could make changes to their brands or business models that could result in a significant downturn in a brand’s
business, adversely affecting our sales and results of operations. If any licensor engages in behavior with respect to the licensed marks
that would cause us reputational harm, or if any of the brands licensed to us violates the trademark rights of another or are deemed
to be invalid or unenforceable, we could experience a significant downturn in that brand’s business, adversely affecting our sales and
results of operations, and we may be required to expend significant amounts on public relations, advertising and, possibly, legal fees.

Our balance sheet includes a significant amount of intangible assets and goodwill. A decline in the estimated fair value of
an intangible asset or of a business unit could result in an asset impairment charge, which would be recorded as a noncash
expense in our Consolidated Statement of Income.

Goodwill, trademarks and other identifiable intangible assets must be tested for impairment at least annually. The fair value of the
goodwill assigned to a business unit could decline if projected revenues or cash flows were to be lower in the future due to effects
of the global economy or other causes. If the carrying value of intangible assets or of goodwill were to exceed its fair value, the asset
would be written down to its fair value, with the impairment loss recognized as a noncash charge in the Consolidated Statement
of Income.

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Part I

As of December 31, 2016, we had approximately $1.1 billion of goodwill and $1.3 billion of trademarks and other identifiable
intangibles on our balance sheet, which together represent 35% of our total assets. No impairment was identified in 2016. Changes in
the future outlook of a business unit could result in an impairment loss, which could have a material adverse effect on our results of
operations and financial condition.

Our balance sheet includes a significant amount of deferred tax assets. We must generate sufficient future taxable income
to realize the deferred tax benefits.

As of December 31, 2016, we had approximately $414 million of net deferred tax assets on our balance sheet, which represents
approximately 6% of our total assets. Deferred tax assets relate to temporary differences (differences between the assets and liabilities
in the consolidated financial statements and the assets and liabilities in the calculation of taxable income). The recognition of deferred
tax assets is reduced by a valuation allowance if it is more likely than not that the tax benefits associated with the deferred tax benefits
will not be realized. If we are unable to generate sufficient future taxable income in certain jurisdictions, or if there is a significant
change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or
deductible, we could be required to increase the valuation allowances against our deferred tax assets, which would cause an increase
in our effective tax rate. A significant increase in our effective tax rate could have a material adverse effect on our financial condition or
results of operations.

We had approximately 67,800 employees worldwide as of December 31, 2016, and our business operations and
financial performance could be adversely affected by changes in our relationship with our employees or changes to U.S.
or foreign employment regulations.

We had approximately 67,800 employees worldwide as of December 31, 2016. This means we have a significant exposure to changes
in domestic and foreign laws governing our relationships with our employees, including 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, which likely would have a direct impact on our operating costs. Approximately 60,000 of those
employees were outside of the United States. A significant increase in minimum wage or overtime rates in countries where we have
employees could have a significant impact on our operating costs and may require that we relocate those operations or take other steps
to mitigate such increases, all of which may cause us to incur additional costs, expend resources responding to such increases and
lower our margins.

In addition, approximately 35 of our employees in the United States and a significant number of our international employees are
members of labor organizations or are covered by collective bargaining agreements. If there were a significant increase in the number
of our employees who are members of labor organizations or become parties to collective bargaining agreements, we would become
vulnerable to a strike, work stoppage or other labor action by these employees that could have an adverse effect on our business.

Anti-takeover provisions of our charter and bylaws, as well as Maryland law, may reduce the likelihood of any potential
change of control or unsolicited acquisition proposal that you might consider favorable.

Our charter permits our Board of Directors, with the approval of a majority of the entire Board and without stockholder approval, to
amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series
that we have the authority to issue. In addition, our Board of Directors may classify or reclassify any unissued shares of common
stock or preferred stock and may set the preferences, conversion or other rights, voting powers and other terms of the classified or
reclassified shares. Our Board of Directors could establish a series of preferred stock that could have the effect of delaying, deferring or
preventing a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best
interest of our stockholders. Our charter also provides that a director may be removed at any time, but only for cause, as defined in our
charter, and then only by the affirmative vote of at least two thirds of the votes entitled to be cast generally in the election of directors.
We have also elected to be subject to certain provisions of Maryland law that provide that any and all vacancies on our Board of
Directors may only be filled by the affirmative vote of a majority of our remaining directors, even if they do not constitute a quorum,
and that any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy
occurred. Under Maryland law, our Board of Directors also is permitted, without stockholder approval, to implement a classified
board structure at any time.

HANESBRANDS INC.

Part I

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Our bylaws provide that nominations of persons for election to our Board of Directors and the proposal of business to be considered
at a stockholders meeting may be made only in the notice of the meeting, by or at the direction of our Board of Directors or by a
stockholder who is entitled to vote at the meeting and has complied with the advance notice procedures of our bylaws. Also, under
Maryland law, business combinations between us and an interested stockholder or an affiliate of an interested stockholder, including
mergers, consolidations, share exchanges or, in circumstances specified in the statute, asset transfers or issuances or reclassifications
of equity securities, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested
stockholder. An interested stockholder includes any person who beneficially owns 10% or more of the voting power of our stock or
any affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner
of 10% or more of the voting power of our stock. A person is not an interested stockholder under the statute if our Board of Directors
approved in advance the transaction by which he otherwise would have become an interested stockholder. However, in approving
a transaction, our Board of Directors may provide that its approval is subject to compliance, at or after the time of approval, with
any terms and conditions determined by our Board. After the five-year prohibition, any business combination between us and an
interested stockholder generally must be recommended by our Board of Directors and approved by two supermajority votes or our
common stockholders must receive a minimum price, as defined under Maryland law, for their shares. The statute permits various
exemptions from its provisions, including business combinations that are exempted by our Board of Directors prior to the time that
the interested stockholder becomes an interested stockholder.

These and other provisions of Maryland law or our charter and bylaws could have the effect of delaying, deferring or preventing a
transaction or a change in control that might involve a premium price for our common stock or otherwise be considered favorably by
our stockholders.

Item 1B. Unresolved Staff Comments
Not applicable.

Executive Officers of the Registrant

Item 1C.
The chart below lists our executive officers and is followed by biographical information about them. Each of our executive officers
is elected annually by the Board of Directors to serve until his or her successor is elected and qualifies or until his or her death,
resignation or removal. No family relationship exists between any of our directors or executive officers.

Name

Age

Positions

Gerald W. Evans, Jr.

Richard D. Moss

Joia M. Johnson

W. Howard Upchurch

John T. Marsh

Michael E. Faircloth

Elizabeth L. Burger

M. Scott Lewis

Chief Executive Officer

Chief Financial Officer

Chief Administrative Officer, General Counsel and Corporate Secretary

Group President, Innerwear Americas

Group President, Global Activewear

President, Chief Global Supply Chain and Information Technology Officer

Chief Human Resources Officer

Chief Accounting Officer and Controller

Gerald W. Evans, Jr. has served as the Chief Executive Officer of the Company since October 2016. From August 2013 until October
2016, Mr. Evans served as Chief Operating Officer of the Company. From October 2011 until August 2013, Mr. Evans served as
Co-Chief Operating Officer of the Company. Prior to his appointment as Co-Chief Operating Officer, Mr. Evans served as our Co-
Operating Officer, President International, from November 2010 until October 2011. From February 2009 until November 2010,
he was our President, International Business and Global Supply Chain. From February 2008 until February 2009, he served as our
President, Global Supply Chain and Asia Business Development. From September 2006 until February 2008, he served as Executive
Vice President, Chief Supply Chain Officer. From July 2005 until September 2006, Mr. Evans served as a Vice President of Sara Lee
and as Chief Supply Chain Officer of Sara Lee Branded Apparel. Mr. Evans served as President and Chief Executive Officer of Sara Lee
Sportswear and Underwear from March 2003 until June 2005 and as President and Chief Executive Officer of Sara Lee Sportswear
from March 1999 to February 2003.

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Part I

Richard D. Moss has served as our Chief Financial Officer since October 2011. Prior to his appointment as Chief Financial Officer,
Mr. Moss served as the Company’s Chief Treasury and Tax Officer since December 2010, as a Senior Vice President since September
2006 and as Treasurer since June 2006. From January 2006 until the completion of the Company’s spin off from Sara Lee, Mr. Moss
served as Treasurer of Sara Lee Branded Apparel. From August 2002 to December 2005, Mr. Moss served as Vice President and
Chief Financial Officer of Chattem, Inc., a leading marketer and manufacturer of branded over-the-counter health-care products,
toiletries and dietary supplements. Mr. Moss currently serves on the Board of Directors of Winnebago Industries, Inc., a leading U.S.
recreational vehicle manufacturer.

Joia M. Johnson has served as our Chief Administrative Officer since October 2016 and as our General Counsel and Corporate
Secretary since January 2007. Since 2007, Ms. Johnson has also served as our Chief Legal Officer. From May 2000 until January 2007,
Ms. Johnson served as Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc.,
an owner, operator and franchisor of national chain restaurants acquired by Darden Restaurants, Inc. in October 2007. Ms. Johnson
currently serves on the Board of Directors of Crawford & Company, the world’s largest independent provider of claims management
solutions to the risk management and insurance industry.

W. Howard Upchurch has served as our Group President, Innerwear Americas (a position previously known as President, Innerwear)
since January 2011. Prior to his appointment as Group President, Innerwear Americas, Mr. Upchurch served as our Executive Vice
President and General Manager, Domestic Innerwear from January 2008 until December 2010 and as our Senior Vice President and
General Manager, Intimate Apparel from July 2006 until December 2007. Prior to the completion of the Company’s spin off from
Sara Lee, Mr. Upchurch served as President of Sara Lee Intimates and Hosiery.

John T. Marsh has served as our Group President, Global Activewear (a position previously known as President, Activewear) since
May 2011. Prior to his appointment as Group President, Global Activewear, Mr. Marsh served as our Activewear Group General
Manager during April 2011, as our Senior Vice President and General Manager, Casualwear from January 2008 to March 2011, as
our Vice President and General Manager, Casualwear from September 2007 to December 2007 and as our Vice President and General
Manager, Imagewear from July 2006 to September 2007. Prior to the completion of the Company’s spin off from Sara Lee, Mr. Marsh
served as Vice President of Hanes Printables.

Michael E. Faircloth has served as our President, Chief Global Supply Chain and Information Technology Officer since 2014. From
2010 to 2014, he served as our Chief Global Operations Officer (a position previously known as President, Chief Global Supply
Chain Officer). Prior to his appointment as Chief Global Operations Officer, Mr. Faircloth served as our Senior Vice President, Supply
Chain Support from October 2009 to November 2010, as our Vice President, Supply Chain Support from March 2009 to September
2009 and as our Vice President of Engineering & Quality from July 2006 to March 2009. Prior to the completion of the Company’s
spin off from Sara Lee, Mr. Faircloth served as Vice President, Industrialization of Sara Lee.

Elizabeth L. Burger has served as our Chief Human Resources Officer since July 2013. Prior to joining the Company, Ms. Burger was
Vice President, Global Business Operations for Monsanto Company, a global agricultural products company, since 2007. From 2006 to
2007, she was Vice President, Corporate Human Resources, and Chief of Staff to the Executive Vice President of Human Resources of
Monsanto Company. She also served as Vice President, Compensation, from 2005 to 2006, and Vice President, Global Manufacturing,
from 2002 to 2004, both at Monsanto Company. Ms. Burger held other human resource positions from 1994 to 2002.

M. Scott Lewis has served as the Company’s Chief Accounting Officer and Controller since May 2015. Mr. Lewis joined the Company
in 2006 as Director, External Reporting and was promoted in 2011 to Vice President, External Reporting, promoted in 2013 to
Vice President, Financial Reporting and Accounting, and promoted in December 2013 to Vice President, Tax. Prior to joining the
Company, Mr. Lewis served as senior manager with the accounting, audit and tax consulting firm KPMG.

Properties

Item 2.
We own and lease properties supporting our administrative, manufacturing, distribution and direct outlet activities. As of
December 31, 2016, we owned and leased properties in 42 countries, including 52 manufacturing facilities and 44 distribution
centers, as well as office facilities. The leases for these properties expire between 2017 and 2057, with the exception of some seasonal
warehouses that we lease on a month-by-month basis. As of December 31, 2016, we also operated 252 direct outlet stores in the
United States and the Commonwealth of Puerto Rico and 460 retail and outlet stores internationally, most of which are leased under
five-year, renewable lease agreements and several of which are leased under 10-year agreements. We believe that our facilities, as well
as equipment, are in good condition and meet our current business needs.

HANESBRANDS INC.

Part I

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We own our approximately 470,000 square-foot headquarters located in Winston-Salem, North Carolina, which houses our various
sales, marketing and corporate business functions. Research and development as well as certain product-design functions also are
located in Winston-Salem, while other design functions are located in a mix of leased and owned facilities in New York City and
Lenexa, Kansas.

Our products are manufactured through a combination of facilities we own and operate and facilities owned and operated by third
party contractors who perform some of the steps in the manufacturing process for us, such as cutting and/or sewing. We source the
remainder of our finished goods from third party manufacturers who supply us with finished products based on our designs. Our
most significant manufacturing facilities include an approximately 1.1 million square-foot owned facility located in San Juan Opico,
El Salvador, an approximately 1.1 million square-foot owned facility located in Nanjing, China and an approximately 600,000 square-
foot owned facility located in Bonao, Dominican Republic. We distribute our products from 44 distribution centers. These facilities
include 15 facilities located in the United States and 29 facilities located outside the United States in regions where we manufacture
our products. Our most significant distribution facilities include an approximately 1.3 million square-foot leased facility located in
Perris, California, an approximately 900,000 square-foot leased facility located in Rural Hall, North Carolina and an approximately
700,000 square-foot owned facility located in Martinsville, Virginia.

The following table summarizes the properties primarily used by our segments as of December 31, 2016:

Properties by Segment (1)

Innerwear

Activewear

Direct to Consumer

International

Totals

Owned Square Feet

Leased Square Feet

Total

3,629,813

2,458,519

5,397,377

9,027,190

2,812,656

5,271,175

—

1,867,633

2,807,568

8,895,900

3,763,995

6,571,563

13,841,661 22,737,561

(1)

Excludes vacant land, facilities under construction, facilities no longer in operation intended for disposal, facilities associated with
discontinued operations, sourcing offices not associated with a particular segment, and office buildings housing corporate functions.

Legal Proceedings

Item 3.
Although we are subject to various claims and legal actions that occur from time to time in the ordinary course of our business, we are
not party to any pending legal proceedings that we believe could have a material adverse effect on our business, results of operations,
financial condition or cash flows.

Item 4. Mine Safety Disclosures
Not applicable.

Part II

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Item 5.

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

Market for our Common Stock
Our common stock currently is traded on the New York Stock Exchange, or the “NYSE,” under the symbol “HBI.” We have not made
any unregistered sales of our equity securities.

The following table sets forth the high and low sales prices for our common stock as reported by the NYSE for each quarter during the
last two fiscal years. All per share amounts and number of shares presented below reflect the four-for-one stock split that was effected
in the first quarter of fiscal 2015.

2016

Quarter Ended April 2, 2016

Quarter Ended July 2, 2016

Quarter Ended October 1, 2016

Quarter Ended December 31, 2016

2015

Quarter Ended April 4, 2015

Quarter Ended July 4, 2015

Quarter Ended October 3, 2015

Quarter Ended January 2, 2016

High

Low

$31.36

$23.25

$30.42

$24.96

$28.24

$24.14

$27.07

$21.40

$34.80

$26.28

$34.78

$30.42

$34.67

$26.32

$33.24

$25.92

Holders of Record
On January 27, 2017, there were 17,940 holders of record of our common stock. Because many of the shares of our common stock
are held by brokers and other institutions on behalf of stockholders, we are unable to determine the exact number of beneficial
stockholders represented by these record holders, but we believe that there were approximately 150,211 beneficial owners of our
common stock as of January 27, 2017.

Dividends
In 2014, our Board of Directors authorized regular quarterly cash dividends of $0.075 per share, which were paid in 2014.

In 2015, our Board of Directors increased our regular quarterly dividend rate to $0.10 per share on outstanding common stock, which
were paid in 2015. In addition, we effected a four-for-one stock split in the form of a stock dividend to stockholders of record as of the
close of business on February 9, 2015.

In January 2016, our Board of Directors increased our regular quarterly dividend rate to $0.11 per share on outstanding common
stock. During the fiscal year, regular quarterly cash dividends of $0.11 per share were paid March 8, 2016, June 7, 2016, September 7,
2016 and December 6, 2016.

In January 2017, our Board of Directors declared a regular quarterly cash dividend of $0.15 per share on outstanding common stock
to be paid on March 7, 2017 to stockholders of record at the close of business on February 14, 2017.

We intend to pay regular quarterly dividends on our outstanding common stock. However, there can be no assurance that future
dividends will be declared and paid. The declaration and payment of future dividends, the amount of any such dividends, and the
establishment of record and payment dates for dividends, if any, are subject to final determination by our Board of Directors after its
review of general business conditions, our financial condition and results of operations, our capital requirements, our prospects and
such other factors as our Board of Directors may deem relevant.

HANESBRANDS INC.

Part II

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Issuer Repurchases of Equity Securities
On April 27, 2016, the Company’s Board of Directors approved a new share repurchase program for up to 40 million shares to be
repurchased in open market transactions, subject to market conditions, legal requirements and other factors. The new program replaces
the Company’s previous share repurchase program for up to 40 million shares that was originally approved in 2007. During the year
ended December 31, 2016, we repurchased 14.2 million shares under the previous share repurchase program at an average price of
$26.65 per share, for a total cost of $380 million (none of which were purchased in the fourth quarter). At December 31, 2016, there
remained 40 million shares available for future share repurchases under the new share repurchase program approved in 2016.

Performance Graph
The following graph compares the cumulative total stockholder return on our common stock with the comparable cumulative return
of the S&P 500 Index and the S&P 1500 Apparel, Accessories & Luxury Goods Index. The graph assumes that $100 was invested
in our common stock and each index on December 31, 2011. The stock price performance on the following graph is not necessarily
indicative of future stock price performance.

Comparison of Cumulative Five Year Total Return

$600

$500

$400

$300

$200

$100

12/31/11

12/31/12

12/31/13

12/31/14

12/31/15

12/31/16

Hanesbrands Inc.
S&P 500 Index
S&P 1500 Apparel, Accessories & Luxury Goods Index

Equity Compensation Plan Information
The following table provides information about our equity compensation plans as of December 31, 2016:

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

Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights

Number of
Securities Remaining
Available for Future
Issuance under Equity
Compensation Plans (1)

(amounts in thousands, except per share data)

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Total

6,026

—

6,026

$15.61

—

$15.61

17,544

—

17,544

(1) The amount appearing under “Number of securities remaining available for future issuance under equity compensation plans” includes

10,677 shares available under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) and 6,867 shares available under
the Hanesbrands Inc. Employee Stock Purchase Plan of 2006.

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Part II

Item 6. Selected Financial Data
The following table presents our selected historical financial data. The statement of income data for the years ended December 31,
2016, January 2, 2016 and January 3, 2015 and the balance sheet data as of December 31, 2016 and January 2, 2016 have been
derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The statement
of income data for the years ended December 28, 2013 and December 29, 2012 and the balance sheet data as of January 3, 2015,
December 28, 2013 and December 29, 2012 has been derived from our financial statements not included in this Annual Report on
Form 10-K.

The data should be read in conjunction with our historical financial statements and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

Statement of Income Data:

Net sales

Operating profit

Income from continuing operations

Income from discontinued operations,
net of tax

Net income

Earnings per share — basic:

Continuing operations

Discontinued operations

Net income

Earnings per share — diluted:

Continuing operations

Discontinued operations

Net income

Dividends per share

December 31, 2016 January 2, 2016 January 3, 2015 December 28, 2013 December 29, 2012

(amounts in thousands, except per share data)

Years Ended

$6,028,199

$5,731,549

$5,324,746

$4,627,802

$4,525,721

775,649

536,927

595,118

428,855

563,954

404,519

515,186

330,494

2,455

—

$539,382

$428,855

$404,519

$330,494

$1.41

0.01

$1.41

$1.40

0.01

$1.40

$0.44

$1.07

—

$1.07

$1.06

—

$1.06

$0.40

$1.01

—

$1.01

$0.99

—

$0.99

$0.30

Years Ended

$0.83

—

$0.83

$0.81

—

$0.81

$0.15

440,115

232,443

(67,762)

$164,681

$0.59

(0.17)

$0.42

$0.58

(0.17)

$0.41

$—

December 31, 2016 January 2, 2016 January 3, 2015 December 28, 2013 December 29, 2012

(in thousands)

Balance Sheet Data:

Cash and cash equivalents

Working capital

Total assets

Noncurrent liabilities:

Long-term debt

$460,245

1,695,498

6,907,734

$319,169

1,413,958

5,597,590

$239,855

1,067,753

5,187,891

3,507,685

2,232,712

1,593,695

Other noncurrent liabilities

573,213

585,078

725,010

Total stockholders’ equity

1,223,914

1,275,891

1,386,772

$115,863

1,047,625

4,072,176

1,449,155

393,617

1,230,623

$42,796

986,169

3,605,173

1,290,794

552,346

886,866

Item 7.

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

This management’s discussion and analysis of financial condition and results of operations, or MD&A, contains forward-looking
statements that involve risks and uncertainties. Please see “Forward-Looking Statements” and “Risk Factors” in this Annual Report
on Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be
read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere
in this Annual Report on Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results
that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including but not limited to those listed under “Risk Factors” in this Annual Report on
Form 10-K and included elsewhere in this Annual Report on Form 10-K.

HANESBRANDS INC.

Part II

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This MD&A is a supplement to our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K,
and is provided to enhance your understanding of our results of operations and financial condition. Our MD&A is organized
as follows:

• Overview. This section provides a general description of our Company and operating segments, business and industry

•
•

•

trends, our key business strategies and background information on other matters discussed in this MD&A.
2016 Highlights. This section discusses some of the highlights of our performance and activities during 2016.
Consolidated Results of Operations and Operating Results by Business Segment. These sections provide our analysis and
outlook for the significant line items on our statements of income, as well as other information that we deem meaningful to
an understanding of our results of operations on both a consolidated basis and a business segment basis.
Liquidity and Capital Resources. This section provides an analysis of trends and uncertainties affecting liquidity, cash
requirements for our business, sources and uses of our cash and our financing arrangements.
Critical Accounting Policies and Estimates. This section discusses the accounting policies that we consider important to the
evaluation and reporting of our financial condition and results of operations, and whose application requires significant
judgments or a complex estimation process.
Recently Issued Accounting Pronouncements. This section provides a summary of the most recent authoritative accounting
pronouncements that we will be required to adopt in a future period.

Overview

Our Company
We are a consumer goods company with a portfolio of leading apparel brands, including Hanes, Champion, Maidenform, DIM,
Bali, Playtex, Bonds, JMS/Just My Size, Nur Die/Nur Der, L’eggs, Lovable, Wonderbra, Flexees, Gear for Sports and Berlei. We design,
manufacture, source and sell a broad range of basic apparel such as T-shirts, bras, panties, men’s underwear, children’s underwear,
activewear, socks and hosiery. Our brands hold either the number one or number two market position by units sold in many product
categories and geographies in which we compete.

Acquisitions
On June 30, 2016, we acquired Champion Europe S.p.A (“Champion Europe”), which owns the trademark for the Champion brand
in Europe, the Middle East and Africa, from certain individual shareholders. The acquisition was an all-cash transaction valued at
approximately €221 million on an enterprise value basis less working capital adjustments as defined in the agreement, which includes
€41 million in estimated contingent consideration. The contingent consideration is based on 10 times Champion Europe’s earnings
before interest, taxes, depreciation and amortization (“EBITDA”) for the calendar year 2016 and is payable in 2017. We funded the
acquisition through a combination of cash on hand and borrowing under the 3.5% Senior Notes issued in June 2016. We believe
combining the Champion business will create a unified platform to benefit from the global consumer growth trend for active apparel.
The operating results of Champion Europe from the date of acquisition are included in the International segment.

On July 14, 2016, we acquired Pacific Brands Limited (“Hanes Australasia”), a leading underwear and intimate apparel company in
Australia with a portfolio of strong brands including Bonds, Australia’s top brand of Underwear, babywear and socks, and Berlei, a
leading sports bra brand and leading seller of premium bras in department stores, for a total purchase price of AUD$1,049 million
(approximately $801 million based on acquisition date exchange rates). The acquisition was funded through a combination of cash
on hand, a portion of the net proceeds from the 3.5% Senior Notes issued in June 2016 and borrowings under the Australian Term
A-1 Loan Facility and the Australian Term A-2 Loan Facility. We believe the acquisition will create growth opportunities by adding to
our portfolio of leading innerwear brands supported by our global low-cost supply chain and manufacturing network. The operating
results of Hanes Australasia from the date of acquisition are included in the International segment.

In September 2016, we completed two immaterial acquisitions of It’s Greek to Me, Inc. and GTM Retail, Inc. (“GTM”) and Universo
Sport S.p.A (“Universo”). The acquisitions will extend our domestic presence in the custom decorated teamwear and fanware apparel
space into the high school channel and expand our retail platform in Italy, respectively. Total consideration paid for both acquisitions
totaled approximately $24 million and was funded with cash on hand and short term borrowings under the Revolving Loan Facility.

We incurred $186 million of charges in 2016 related to acquisition, integration and other action related costs. Our current estimate
for pretax charges in 2017 for acquisition, integration and other actions is approximately $80 million to $90 million.

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Our Segments
Our operations are managed and reported in four operating segments, each of which is a reportable segment for financial reporting
purposes: Innerwear, Activewear, Direct to Consumer and International. These segments are organized principally by product
category, geographic location and distribution channel. Each segment has its own management that is responsible for the operations
of the segment’s businesses, but the segments share a common supply chain and media and marketing platforms. As a result of a
shift in management responsibilities, we decided in the first quarter of 2016 to move our wholesale e-commerce business, which
sells products directly to retailers, from our Direct to Consumer segment into the respective Innerwear and Activewear segments.
Prior year segment sales and operating profit results have been revised to conform to the current year presentation. The reportable
segments are as follows:

•

Innerwear sells basic branded products that are replenishment in nature under the product categories of intimate apparel,
men’s underwear, panties, children’s underwear, socks and hosiery.

• Activewear sells basic branded products that are primarily seasonal in nature to both retailers and wholesalers, as well as

licensed sports apparel and licensed logo apparel in collegiate bookstores, mass retailers and other channels.

• Direct to Consumer includes our Company-operated outlet stores and website operations that sell our branded products

•

directly to consumers.
International primarily relates to the Europe, Australia, Asia, Latin America and Canada geographic locations that sell
products that span across the Innerwear and Activewear reportable segments.

Outlook for 2017
We expect 2017 net sales of $6.45 billion to $6.55 billion.

Interest and other expenses are expected to be approximately $175 million, combined.

We estimate our 2017 full-year tax rate to be comparable with 2016, assuming no changes to U.S. tax law and policy.

We expect cash flow from operations to be in the range of $625 million to $725 million. We expect capital expenditures of
approximately $90 million to $100 million. We expect share repurchases of approximately $300 million.

Business and Industry Trends
Inflation and Changing Prices
Cotton is the primary raw material used in manufacturing many of our products. While we do not own yarn operations, we are still
exposed to fluctuations in the cost of cotton. Increases in the cost of cotton can result in higher costs in the price we pay for yarn
from our large-scale yarn suppliers and may result in the need to implement future price increases in order to maintain our margins.
Decreases in cotton prices can lead to lower margins for inventory and products produced from cotton we have already purchased,
particularly if there is downward price pressure as a result of consumer demand, competition or other factors.

Our costs for cotton yarn and cotton-based textiles vary based upon the fluctuating cost of cotton, which is affected by, among
other factors, weather, consumer demand, speculation on the commodities market, the relative valuations and fluctuations of the
currencies of producer versus consumer countries and other factors that are generally unpredictable and beyond our control. We
are able to lock in the cost of cotton reflected in the price we pay for yarn from our primary yarn suppliers in an attempt to protect
our business from the volatility of the market price of cotton. Under our agreements with these suppliers, we have the ability to
periodically fix the cotton cost component of our yarn purchases. When we elect to fix the cotton cost component under these
agreements, interim fluctuations in the price of cotton do not impact the price we pay for the specified volume of yarn. The yarn
suppliers bear the risk of cotton fluctuations for the yarn volume specified and it is their responsibility to procure the cotton at the
agreed upon pricing through arrangements they make with their cotton suppliers. However, our business can be affected by dramatic
movements in cotton prices. The cost of cotton used in goods manufactured by us represented only approximately 4% of our cost of
sales in 2016. Costs incurred today for materials and labor, including cotton, typically do not impact our results until the inventory is
sold approximately six to nine months later.

HANESBRANDS INC.

Part II

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Inflation can have a long-term impact on us because increasing costs of materials and labor may impact our ability to maintain
satisfactory margins. For example, the cost of the materials that are used in our manufacturing process, such as oil-related
commodities and other raw materials, such as dyes and chemicals, and other costs, such as fuel, energy and utility costs, can fluctuate
as a result of inflation and other factors. Costs incurred for materials and labor are capitalized into inventory and impact our results as
the inventory is sold. In addition, a significant portion of our products are manufactured in countries other than the United States and
declines in the value of the U.S. dollar may result in higher manufacturing costs. Increases in inflation may not be matched by rises in
consumer income, which also could have a negative impact on spending.

Other Business and Industry Trends
The basic apparel market is highly competitive and evolving rapidly. Competition is generally based upon brand name recognition,
price, product quality, selection, service and purchasing convenience. The majority of our core styles continue from year to year, with
variations only in color, fabric or design details. Some products, however, such as intimate apparel, activewear and sheer hosiery,
do have more of an emphasis on style and innovation. Our businesses face competition from other large corporations and foreign
manufacturers, as well as smaller companies, department stores, specialty stores and other retailers that market and sell basic apparel
products under private labels that compete directly with our brands.

Our top 10 customers accounted for 52% of our net sales. Our largest customers in 2016 were Wal-Mart and Target, which accounted
for 20% and 15% of total sales, respectively. The increasing bargaining power of retailers can create pricing pressures as our customers
grow larger and seek greater concessions in their purchase of our products, while also demanding exclusivity of some of our products.
To counteract these effects, it has become increasingly important to leverage our national brands through investment in our largest
and strongest brands as our customers strive to maximize their performance especially in today’s challenging economic environment.
Brands are important in our core categories to drive traffic and project the quality and value our customers demand.

Consumers are increasingly embracing shopping online and through mobile commerce applications. As a result, an increasing portion
of our revenue across all channels is being generated online and through mobile commerce applications. We are continuing to develop
and expand our omnichannel capabilities to allow a consumer to use more than one channel when making a purchase, including
in-store, at one of our retail or outlet stores or those of our retail partners, online or with a mobile device, through one of our branded
websites, the website of one of our retail partners, or an online pureplay, such as Amazon. In addition to broadening our assortment of
product offerings across all online channels, we are also increasing the proportion of our media budget dedicated to digital marketing.

Foreign Exchange Rates
Changes in exchange rates between the U.S. Dollar and other currencies can impact our financial results in two ways; a translation
impact and a transaction impact. The translation impact refers to the impact that changes in exchange rates can have on our published
financial results. Similar to many multi-national corporations that publish financial results in U.S. Dollars, our revenue and profit
earned in local foreign currencies is translated back into U.S. Dollars using an average exchange rate over the representative period. A
period of strengthening in the U.S. Dollar results in a negative impact to our published financial results (because it would take more
units of a local currency to convert into a dollar). The opposite is true during a period of weakening in the U.S. Dollar. Our biggest
foreign currency exposure is the euro.

The transaction impact on financial results is common for apparel companies that source goods because these goods are purchased in
U.S. Dollars. The transaction impact from a strengthening dollar would be negative to our financial results (because the U.S. Dollar-
based costs would convert into a higher amount of local currency units, which means a higher local-currency cost of goods, and in
turn, a lower local-currency gross profit). The transaction impact from exchange rates is typically recovered over time with price
increases. However, during periods of rapid change in exchange rates; pricing is unable to change quickly enough, therefore we hedge
against our sourcing costs to minimize our exposure to fluctuating exchange rates.

Our Key Business Strategies
Our Innovate-to-Elevate strategy integrates our brand superiority, industry-leading innovation and low-cost supply chain to provide
higher valued products while lowering production costs.

The first element of our Innovate-to-Elevate strategy is our brand power. We seek to drive modest sales growth by consistently
offering consumers brands they trust and products with unsurpassed value. Our brands have a strong heritage in the basic apparel
industry. Our brands hold either the number one or number two U.S. market position by units sold in most product categories in

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Part II

which we compete. Internationally, our commercial markets include Europe, Australia, Japan, Canada, Mexico and Brazil, where a
substantial amount of gross domestic product growth outside the United States will be concentrated over the next decade. Our ability
to react to changing customer needs and industry trends is key to our success. Our design, research and product development teams,
in partnership with our marketing teams, drive our efforts to bring innovations to market. We seek to leverage our insights into
consumer demand in the basic apparel industry to develop new products within our existing lines and to modify our existing core
products in ways that make them more appealing, addressing changing customer needs and industry trends. We also support our key
brands with targeted, effective advertising and marketing campaigns.

The second element of our Innovate-to-Elevate strategy is platform innovation. We are not interested in newness or fashion,
but rather focus on identifying the long-term megatrends that will impact our categories over the next five to 10 years. Once we
have identified these trends, we utilize a disciplined big-idea process to put more science into the art of apparel. Our approach to
innovation is to focus on big platforms. Our Tagless apparel platform, ComfortFlex Fit bra platform, ComfortBlend fabric platform,
temperature-control X-Temp fabric platform and FreshIQ advanced odor protection technology fabric platform incorporate big-idea
innovation to span brands, product categories, business segments, retailer and distribution channels and geographies. We are focused
on driving innovation that is margin accretive and that can leverage our supply chain in order to drive further economies of scale.

The third element of our Innovate-to-Elevate strategy is our low-cost global supply chain. We seek to expand margins through
optimizing our low-cost global supply chain and streamlining our operations to reduce costs. We believe that we are able to leverage
our significant scale of operations to provide us with greater manufacturing efficiencies, purchasing power and product design,
marketing and customer management resources than our smaller competitors. Our global supply chain spans across both the
Western and Eastern hemispheres and provides us with a balanced approach to product supply, which relies on a combination of
owned, contracted and sourced manufacturing located across different geographic regions, increases the efficiency of our operations,
reduces product costs and offers customers a reliable source of supply. Our global supply chain enables us to expand and leverage our
production scale as we balance our supply chain across hemispheres, thereby diversifying our production risks. We have generated
significant cost savings, margin expansion and contributions to cash flow and should continue to do so as we further optimize our
size, scale and production capability.

We seek to effectively generate strong cash flow through optimizing our capital structure and managing working capital levels. Our
capital allocation strategy is to effectively deploy our significant, consistent cash flow to generate the best long-term returns for our
shareholders. Our goal is to use our cash flow to fund capital investments and dividends, leverage debt for acquisitions and use excess
cash flow for share repurchases.

Seasonality and Other Factors
Our operating results are subject to some variability due to seasonality and other factors. Generally, our diverse range of product
offerings helps mitigate the impact of seasonal changes in demand for certain items. We generally have higher sales during the
back-to-school and holiday shopping seasons and during periods of cooler weather, which benefits certain product categories such as
fleece. Sales levels in any period are also impacted by customers’ decisions to increase or decrease their inventory levels in response to
anticipated consumer demand. Our customers may cancel orders, change delivery schedules or change the mix of products ordered
with minimal notice to us. Media, advertising and promotion expenses may vary from period to period during a fiscal year depending
on the timing of our advertising campaigns for retail selling seasons and product introductions.

Although the majority of our products are replenishment in nature and tend to be purchased by consumers on a planned, rather
than on an impulse, basis, our sales are impacted by discretionary spending by consumers. Discretionary spending is affected by
many factors, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability
of consumer credit, taxation, gasoline prices, unemployment trends and other matters that influence consumer confidence and
spending. Many of these factors are outside our control. Consumers’ purchases of discretionary items, including our products, could
decline during periods when disposable income is lower, when prices increase in response to rising costs, or in periods of actual
or perceived unfavorable economic conditions. These consumers may choose to purchase fewer of our products or to purchase
lower-priced products of our competitors in response to higher prices for our products, or may choose not to purchase our products at
prices that reflect our price increases that become effective from time to time.

HANESBRANDS INC.

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Changes in product sales mix can impact our gross profit as the percentage of our sales attributable to higher margin products, such as
intimate apparel and men’s underwear, and lower margin products, such as activewear, fluctuate from time to time. In addition, sales
attributable to higher and lower margin products within the same product category fluctuate from time to time. Our customers may
change the mix of products ordered with minimal notice to us, which makes trends in product sales mix difficult to predict. However,
certain changes in product sales mix are seasonal in nature, as sales of socks, hosiery and fleece products generally have higher sales
during the last two quarters (July to December) of each fiscal year as a result of cooler weather, back-to-school shopping and holidays,
while other changes in product mix may be attributable to customers’ preferences and discretionary spending.

Tax Expense
As a global company, we are subject to income taxes and file income tax returns in more than 100 U.S. and foreign jurisdictions each
year. Almost every foreign jurisdiction in which we operate has a lower effective income tax rate than the U.S. For the year ended
December 31, 2016, a substantial majority of our foreign income was earned by our manufacturing and sourcing operations in
El Salvador, Hong Kong, Dominican Republic and Thailand. The relatively lower effective tax rates in these jurisdictions as a result
of favorable local tax regimes and various free trade zone agreements significantly reduced our consolidated effective tax rate. While
we are not currently aware of any material trends in these jurisdictions that are likely to impact our current or future tax expense,
our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have
lower effective tax rates and higher than anticipated in countries where we have higher effective tax rates, or by changes in tax laws
or regulations.

In addition, future acquisitions may affect the proportion of our pre-tax income from foreign jurisdictions, both due to external sales
and also increased volume in our self-owned supply chain. At the same time, a significant amount of the acquisition and integration
costs (such as legal fees, bank fees and consulting fees) associated with these acquisitions is generally incurred in the U.S., which
may decrease domestic taxable income. We follow a disciplined acquisition strategy focused on acquisitions that meet strict criteria
for strong likely returns with relatively low risk. It is difficult to predict whether or when such acquisitions will occur and whether
the acquisition targets will be foreign or domestic. Therefore, it is also difficult to predict the effect of acquisitions on the future
distribution of our pre-tax income.

We maintain intercompany transfer pricing agreements governing sales within our self-owned supply chain, which can impact the
amount of pre-tax income we recognize in foreign jurisdictions. In compliance with applicable tax laws, we regularly review the terms
of these agreements utilizing independent third-party transfer pricing studies to ensure that intercompany pricing is consistent with
what a seller would charge an independent, arm’s length customer, or what a buyer would pay an independent, arm’s length supplier.
Therefore, changes in intercompany pricing are often driven by market conditions, which are also difficult to predict.

We regularly assess any significant exposure associated with increases in effective tax rates, and adjustments are made as events
occur that warrant adjustment to our tax provisions. See “Risk Factors - We have a complex multinational tax structure, and changes
in effective tax rates or adverse outcomes resulting from examination of our income tax returns could impact our capital deployment
strategy and adversely affect our results.”

2016 Highlights

• Net sales in 2016 were $6.0 billion, compared with $5.7 billion in 2015, representing a 5% increase.
• Operating profit was $776 million in 2016 compared with $595 million in 2015, representing a 30% increase. As a percent
of sales, operating profit was 12.9% in 2016 compared to 10.4% in 2015. Included within operating profit were acquisition,
integration and other action related charges of $139 million and $266 million in 2016 and 2015, respectively.

• Diluted earnings per share was $1.40 in 2016, compared with $1.06 in 2015, representing a 32% increase.
• Operating cash flows were $606 million in 2016 compared to $227 million in 2015.
• Our Board of Directors approved a new share repurchase program which authorizes us to purchase up to 40 million shares
of our common stock. The new program replaces the previous share repurchase authorization for up to 40 million that
was originally approved in 2007. During 2016, we purchased, as part of our cash deployment strategy, approximately
14.2 million shares of our common stock under the previous program for approximately $380 million at a weighted average
cost per share of $26.65.

• We refinanced our debt structure during the second quarter of 2016 by redeeming our $1.0 billion 6.375% Senior Notes

and issuing $900 million in each of two series of Senior Notes at 4.625% and 4.875% due in 2024 and 2026, respectively. In
addition, we issued €500 million in Senior Notes at 3.5% due in 2024. The refinancing reduced interest rates, increased our
borrowing capacity, shifted our capital structure towards more fixed rate debt and helped to fund acquisitions.

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Part II

• We acquired Champion Europe on June 30, 2016. The acquisition, combined with Champion brand rights previously

owned, unites the Champion brand globally and gives us a powerful platform for growth on every continent.

• We acquired Hanes Australasia on July 14, 2016. Hanes Australasia is a leading underwear and intimate apparel company

in Australia with a portfolio of strong brands including Bonds, Australia’s top brand of underwear, babywear and socks, and
Berlei, a leading sports bra brand and leading seller of premium bras in department stores.

• As part of our acquisition of Hanes Australasia, we acquired the Dunlop Flooring and Tontine Pillow businesses. These

businesses were deemed by management to not be a strategic fit and therefore, the decision was made to divest of the
businesses. On December 15, 2016, we entered into two definitive agreements to sell the Dunlop Flooring and Tontine
Pillow businesses as planned. On February 1, 2017, we completed the sale of the Dunlop Flooring business. The sale of
the Tontine Pillow business is expected to be completed in the first quarter of 2017. The aforementioned businesses are
classified as assets held for sale and presented as discontinued operations.

• As part of our cash deployment strategy, we initiated four quarterly dividends, in March, June, September and December, of

$0.11 per share.

Consolidated Results of Operations — Year Ended December 31, 2016 (“2016”)
Compared with Year Ended January 2, 2016 (“2015”)

Net sales

Cost of sales

Gross profit

Years Ended

December 31,
2016

January 2,
2016

Higher
(Lower)

Percent
Change

(dollars in thousands)

$6,028,199

$5,731,549

$296,650

5.2%

3,752,151

3,595,217

156,934

2,276,048

2,136,332

139,716

4.4

6.5

Selling, general and administrative expenses

1,500,399

1,541,214

(40,815)

(2.6)

Operating profit

Other expenses

Interest expense, net

Income from continuing operations before income tax expense

Income tax expense

Income from continuing operations

Income from discontinued operations, net of tax

Net income

Net Sales
Higher net sales primarily due to the following:

775,649

595,118

180,531

3,210

118,035

473,873

48,548

34,657

97,326

30.3

29.4

20.5

51,758

152,692

571,199

34,272

45,018

(10,746)

(23.9)

536,927

428,855

108,072

2,455

—

2,455

25.2

$539,382

$428,855

$110,527

25.8%

•

Incremental net sales of approximately $435 million from businesses acquired in 2016, primarily Hanes Australasia and
Champion Europe;

• Acquisition of Knights Apparel in April 2015, which added an incremental $21 million of net sales in 2016; and
•

Continued growth in the Activewear segment within our college bookstore business and Champion sales within the mass
merchant channel.

Partially offset by:

•

Lower sales in the Innerwear segment due to a slower than expected retail environment and continued decline in
Hosiery sales;
Lower net sales in our Activewear segment in the sporting goods and mid-tier department store channels, primarily due to
certain sporting goods retailer bankruptcies; and
Lower net sales in our Direct to Consumer segment due to slower traffic at our outlet stores and the planned exit of our
legacy catalog business and removal of non-core product offerings to a more focused branded store and Internet strategy.

HANESBRANDS INC.

Part II

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Gross Profit
The increase in gross profit was attributable to results obtained from our recent acquisitions of Hanes Australasia and Champion
Europe in 2016, as well as supply chain efficiencies, reduced acquisition, integration and other action related costs, and synergies
recognized from the integration of our acquisitions, partially offset by costs associated with our inventory reduction related efforts
and unfavorable product sales mix within the Activewear segment. Included within gross profit are charges of approximately
$39 million and $63 million related to acquisition, integration and other action related costs in 2016 and 2015, respectively.

Selling, General and Administrative Expenses
As a percentage of net sales, our selling, general and administrative expenses were 24.9% in 2016 compared to 26.9% in 2015.
Included in selling, general and administrative expenses were charges of $99 million and $203 million of acquisition, integration and
other action related costs in 2016 and 2015, respectively. The lower selling, general and administrative expenses, as a percentage of
sales, resulted from the decrease in acquisition, integration and other action related costs, synergy benefits from the integration of
prior acquisitions, planned reduction of our catalog distribution and continued cost control, partially offset by higher proportion of
selling, general and administrative expenses for the recently acquired entities, primarily Hanes Australasia and Champion Europe.

Other Highlights
Other Expense – higher by $49 million in 2016 compared to 2015 primarily due to costs associated with the redemption of our
6.375% Senior Notes, which included a call premium and write-off of unamortized costs.

Interest Expense – higher by $35 million in 2016 compared to 2015 primarily due to higher debt balances to help fund acquisitions
and share repurchases, partially offset by a lower average interest rate. Our weighted average interest rate on our outstanding debt was
3.64% during 2016, compared to 3.75% during 2015.

Income Tax Expense – our effective income tax rate was 6.0% and 9.5% in 2016 and 2015, respectively. The lower effective income tax
rate was primarily attributable to a lower proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher
than foreign subsidiaries. Income tax expense also benefited from the adoption of new accounting rules related to accounting for stock
compensation, which required excess tax benefits and deficiencies to be recognized in income as they occur.

Discontinued Operations – the results of our discontinued operations include the operations of two businesses, Dunlop Flooring and
Tontine Pillow, purchased in the Hanes Australasia acquisition.

Operating Results by Business Segment — Year Ended December 31, 2016 (“2016”)
Compared with Year Ended January 2, 2016 (“2015”)

Net Sales
Years Ended

Operating Profit
Years Ended

December 31, 2016

January 2, 2016

December 31, 2016

January 2, 2016

(dollars in thousands)

$2,609,754

$2,680,981

1,570,972

1,576,724

315,560

341,207

1,531,913

1,132,637

$588,265

227,535

5,564

179,917

$623,412

246,508

15,859

105,515

—

(225,632)

(396,176)

$6,028,199

$5,731,549

$775,649

$595,118

Innerwear

Activewear

Direct to Consumer

International

Corporate

Total

Innerwear

Net sales

Segment operating profit

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Part II

Years Ended

December 31,
2016

January 2,
2016

Higher
(Lower)

Percent
Change

(dollars in thousands)

$2,609,754

$2,680,981

$(71,227)

(2.7)%

588,265

623,412

(35,147)

(5.6)

The lower net sales in our Innerwear segment primarily resulted from lower sales volume driven by a soft retail environment,
inventory reductions at a large mass retailer and continued declines in Hosiery sales.

Decreased operating profit was driven by sales volume and costs associated with our inventory reduction related efforts, offset by
continued cost control.

Activewear

Net sales

Segment operating profit

Activewear net sales decreased due to the following:

Years Ended

December 31,
2016

January 2,
2016

Higher
(Lower)

Percent
Change

(dollars in thousands)

$1,570,972

$1,576,724

$(5,752)

(0.4)%

227,535

246,508

(18,973)

(7.7)

•
•
•

Lower sales in the sporting goods and mid-tier department store channels primarily due to certain retailer bankruptcies;
Lower sales in our Hanes Activewear business due to an expected loss of certain seasonal programs; and
Lower Champion sales within the mid-tier channel in 2016, due to larger pipes to support space gains in 2015, which were
not repeated in 2016.

Offset by:

•
•
•
•

The acquisition of Knights Apparel in April 2015, which added an incremental $21 million of net sales in 2016;
The acquisition of GTM in September 2016, which added an incremental $13 million of net sales;
Champion growth within the mass retail channel; and
Continued growth in our college bookstore business.

Operating profit decreased primarily as a result of unfavorable product sales mix and lower sales volume.

Direct to Consumer

Net sales

Segment operating profit

Years Ended

December 31,
2016

January 2,
2016

Higher
(Lower)

Percent
Change

(dollars in thousands)

$315,560

$341,207

$(25,647)

(7.5)%

5,564

15,859

(10,295)

(64.9)

Direct to Consumer segment net sales were lower as a result of slower traffic at our outlet stores and the planned exit from our legacy
catalog business and non-core product offerings in both our stores and Internet businesses. Operating profit decreased as a result of
lower sales volume, partially offset by a reduction of reserves from the elimination of our customer rewards program and decreased
catalog distribution costs.

HANESBRANDS INC.

Part II

International

Net sales

Segment operating profit

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Years Ended

December 31,
2016

January 2,
2016

Higher
(Lower)

Percent
Change

(dollars in thousands)

$1,531,913

$1,132,637

$399,276

35.3%

179,917

105,515

74,402

70.5

Net sales in the International segment were higher as a result of the following:

• Acquisitions of Hanes Australasia, Champion Europe and Champion Japan licensee; and
•

Continued space gains in Asia within our Activewear product category.

Partially offset by:

• Unfavorable impact of foreign currency exchange rates of approximately $12 million; and
•

The planned exit of small, low performing brands in Hanes Europe Innerwear.

International segment operating profit increased primarily due to the current year acquisitions, higher sales volume in Asia and cost
synergies in our Hanes Europe Innerwear business, partially offset by foreign currency exchange rates.

Corporate
Corporate expenses were comprised primarily of certain administrative costs and acquisition, integration and other action related
charges. Corporate expenses decreased in 2016 primarily from the reduction of acquisition, integration and other action related
charges in 2016 compared to 2015. Acquisition and integration costs are expenses directly related to an acquisition and its integration
into the organization. These costs include legal fees, consulting fees, bank fees, severance costs, certain purchase accounting items,
facility closures, inventory write-offs, information technology costs and similar charges. Acquisition related currency transactions
represent the foreign exchange gain from financing activities related to the Champion Europe and Hanes Australasia acquisitions.
Foundational costs are expenses associated with building and realigning our enterprise-wide infrastructure to support global
growth and future acquisitions, primarily consisting of technology spending. Other costs relate to other items not included in the
aforementioned categories, primarily consisting of non-cash items related to the exit of the commercial sales organization in the
China market in 2015. Maidenform acquisition and integration costs and Foundational costs were completed in 2015.

Acquisition and integration costs:

Hanes Europe Innerwear

Hanes Australasia

Knights Apparel

Champion Europe

Other acquisitions

Maidenform

Acquisition related currency transactions

Total acquisition and integration costs

Foundational costs

Other costs

Years Ended

December 31, 2016

January 2, 2016

(dollars in thousands)

$79,003

$138,116

30,783

29,056

10,972

4,344

—

(15,639)

138,519

—

14,789

—

31,114

—

184,019

47,786

34,255

$138,519

$266,060

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Part II

Consolidated Results of Operations — Year Ended January 2, 2016 (“2015”)
Compared with Year Ended January 3, 2015 (“2014”)

Net sales

Cost of sales

Gross profit

Selling, general and administrative expenses

Operating profit

Other expenses

Interest expense, net

Income from continuing operations before income tax expense

Income tax expense

Net income

Net Sales
Higher net sales primarily due to the following:

Years Ended

January 2,
2016

January 3,
2015

Higher
(Lower)

Percent
Change

(dollars in thousands)

$5,731,549

$5,324,746

$406,803

7.6%

3,595,217

3,420,339

174,878

2,136,332

1,904,407

231,925

1,541,214

1,340,453

200,761

595,118

563,954

31,164

3,210

118,035

473,873

45,018

2,599

611

96,387

21,648

464,968

8,905

60,449

(15,431)

(25.5)

$428,855

$404,519

$24,336

6.0%

5.1

12.2

15.0

5.5

23.5

22.5

1.9

•

Incremental net sales of $445 million and $160 million, from our acquisitions of Hanes Europe Innerwear in August 2014
and Knights Apparel in April 2015, respectively;

• Growth in our Gear For Sports business within the college bookstore channel and Champion products in mid-tier,

department and sporting goods stores; and
Price increases and strong performance from our ComfortBlend, X-Temp and ComfortFlex Fit innovative platforms.

•

Offset by lower net sales resulting from:

Impact from the 53rd week in 2014;
The exit of a significant retailer in Canada;
Lower shipments in our basics products driven by inventory adjustments at a major mass retailer;
The impact of weather on retail traffic and seasonal product lines;
The planned exit of certain acquired private label programs; and

•
•
•
•
•
• Unfavorable foreign currency exchange rates. Excluding this impact, consolidated net sales and International segment net

sales increased 9% and 54%, respectively.

Gross Profit
The increase in gross profit was attributable to results obtained from our acquisitions of Hanes Europe Innerwear and Knights Apparel
combined with our supply chain efficiencies, product pricing within our intimates business and favorable product mix within our
Activewear segment. Included within gross profit are charges of approximately $63 million and $73 million related to acquisition,
integration and other action related costs in 2015 and 2014, respectively.

Selling, General and Administrative Expenses
As a percentage of net sales, our selling, general and administrative expenses were 26.9% in 2015 compared to 25.2% in 2014. The
higher selling, general and administrative expenses were attributable to charges of approximately $203 million related to acquisition,
integration and other action related costs in 2015, compared to $126 million of acquisition, integration and other action related costs
in 2014. Also included in 2015 were incremental selling, general and administrative costs of $190 million and $21 million related to
Hanes Europe Innerwear and Knights Apparel, respectively. Exclusive of the impact of higher acquisition, integration and other action
related costs and the purchase of Hanes Europe Innerwear and Knights Apparel, selling, general and administrative expenses were
lower due to tight cost control and synergies gained from the Maidenform acquisition.

HANESBRANDS INC.

Part II

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Other Highlights
Interest Expense – higher by $22 million in 2015 compared to 2014 primarily due to higher debt balances related to the acquisition
of Knights Apparel and our investment in working capital. Our weighted average interest rate on our outstanding debt was 3.75%
during 2015 compared to 4.05% in 2014.

Income Tax Expense – our effective income tax rate was 9.5% and 13.0% for 2015 and 2014, respectively. The lower effective income
tax rate was primarily attributable to income tax benefits of approximately $56 million recognized in 2015 resulting from the
completion of the Internal Revenue Service audit examination of the 2011 and 2012 tax years and the remeasurement of certain
unrecognized tax benefits. Offsetting these tax benefits, we elected to repatriate approximately $124 million of foreign earnings in
2015. In 2014, there were net discrete tax benefits of approximately $10 million primarily related to the realization of unrecognized
tax benefits resulting from the lapsing of domestic and foreign statutes of limitations.

Operating Results by Business Segment — Year Ended January 2, 2016 (“2015”)
Compared with Year Ended January 3, 2015 (“2014”)

Net Sales

Years Ended

Operating Profit

Years Ended

January 2, 2016

January 3, 2015

January 2, 2016

January 3, 2015

Innerwear

Activewear

Direct to Consumer

International

Corporate

Total

Innerwear

Net sales

Segment operating profit

(dollars in thousands)

$2,680,981

$2,735,268

$623,412

1,576,724

1,423,068

368,202

798,208

246,508

15,859

105,515

341,207

1,132,637

—

$579,882

197,218

28,468

92,496

—

(396,176)

(334,110)

$5,731,549

$5,324,746

$595,118

$563,954

Years Ended

January 2,
2016

January 3,
2015

Higher
(Lower)

Percent
Change

(dollars in thousands)

$2,680,981

$2,735,268

$(54,287)

(2.0)%

623,412

579,882

43,530

7.5

The lower net sales in our Innerwear segment primarily resulted from the following:

•
•
•
•

Lower shipments of basics products due to inventory adjustments at a major mass retailer;
The 53rd week in 2014;
Impact of weather resulting in weaker holiday traffic at stores; and
The planned exit of certain acquired private label programs;

Offset by:

•

Price increases and strong performance from our ComfortBlend, X-Temp and ComfortFlex Fit innovation platforms.

Margin expansion was driven by product pricing and favorable product mix driven by our innovative platforms. Selling, general
and administrative costs were lower in 2015 primarily due to tight cost control and continued synergies gained from the
Maidenform acquisition.

Activewear

Net sales

Segment operating profit

Activewear sales increased due to the following:

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Part II

Years Ended

January 2,
2016

January 3,
2015

Higher
(Lower)

Percent
Change

(dollars in thousands)

$1,576,724

$1,423,068

$153,656

10.8%

246,508

197,218

49,290

25.0

• Growth in our sports apparel business resulting from our acquisition of Knights Apparel in April 2015 and higher net sales

by Gear for Sports in the college bookstore channel; and

• Higher net sales in our Champion branded product in the mid-tier and department stores channel and sporting goods stores;

Offset by:

•

Lower net sales from the impact of weather on retail traffic and seasonal product lines.

Increase in operating profit was driven by our Knights Apparel acquisition, reduced costs as we insource certain products into our
supply chain, favorable product mix and cost control.

Direct to Consumer

Net sales

Segment operating profit

Years Ended

January 2,
2016

January 3,
2015

Higher
(Lower)

Percent
Change

(dollars in thousands)

$341,207

$368,202

$(26,995)

(7.3)%

15,859

28,468

(12,609)

(44.3)

Direct to Consumer segment had lower net sales resulting from the 53rd week in 2014 and reduced consumer traffic in our outlet stores.

Direct to Consumer segment operating profit decreased primarily due to lower sales.

International

Net sales

Segment operating profit

Years Ended

January 2,
2016

January 3,
2015

Higher
(Lower)

Percent
Change

(dollars in thousands)

$1,132,637

$798,208

$334,429

41.9%

105,515

92,496

13,019

14.1

HANESBRANDS INC.

Part II

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Sales in the International segment were higher as a result of the following:

Incremental sales of Hanes Europe Innerwear products as a result of its acquisition in August 2014;

•
• Higher sales volume in Asia due to net space gains;

Offset by:

•
•

$95 million unfavorable impact of foreign currency exchange rates; and
The exit of a significant retailer in Canada.

International segment operating margin decreased primarily due to higher selling, general and administrative expenses associated
with Hanes Europe Innerwear and unfavorable foreign currency exchange rates.

Corporate
Corporate expenses were comprised primarily of certain administrative costs and acquisition, integration and other action related
charges. Corporate expenses increased in 2015, primarily from higher acquisition, integration and other action related charges in
2015 compared to 2014. Acquisition and integration costs are expenses related directly to an acquisition and its integration into the
organization. These costs include legal fees, consulting fees, bank fees, severance costs, certain purchase accounting items, facility
closures, inventory write-offs, information technology costs and similar charges. Maidenform acquisition and integration costs were
completed in 2015. Foundational costs are expenses associated with building and realigning our enterprise-wide infrastructure to
support global growth and future acquisitions, primarily consisting of information technology spending. Foundational costs were
completed in 2015. A significant majority of Other costs are non-cash and relate to the exit of our commercial sales organization
in the China market. The main factors that drove the decision to exit the China market were primarily related to the fragmented
underwear market and business practices for innerwear and activewear in China that were not conducive to our wholesale business
model. Exiting China is immaterial to our consolidated financial results and to the International business.

Acquisition and integration costs:

Hanes Europe Innerwear

Maidenform

Knights Apparel

Total acquisition and integration costs

Foundational costs

Other costs

Liquidity and Capital Resources

Years Ended

January 2, 2016

January 3, 2015

(dollars in thousands)

$138,116

31,114

14,789

184,019

47,786

34,255

$65,576

96,315

—

161,891

5,110

31,932

$266,060

$198,933

Trends and Uncertainties Affecting Liquidity
Our primary sources of liquidity are cash generated from global operations and cash available under our $1.0 billion Revolving Loan
Facility, our $275 million Accounts Receivable Securitization Facility and our international loan facilities. Because we are a global
company with diversified international operations, a significant portion of our revenues are generated by foreign subsidiaries whose
associated earnings are expected to be permanently reinvested abroad. As of December 31, 2016, approximately $424 million of
cash and cash equivalents on our consolidated balance sheet was held by foreign subsidiaries. Given the substantial nature of our
foreign operations, we are able to use these undistributed foreign earnings abroad to fund capital expenditures and debt service costs
for our international businesses. We also plan to use these undistributed earnings to fund future foreign acquisitions. Our domestic
operations, together with the Revolving Loan Facility and the Accounts Receivable Securitization facility, provide sufficient cash

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Part II

flow to fund our cash needs domestically. Cash residing offshore is generally not needed to fund domestic needs. As of December 31,
2016, we had $994 million of borrowing availability under our Revolving Loan Facility (after taking into account outstanding letters
of credit), $230 million of borrowing availability under our Accounts Receivable Securitization Facility, $189 million of borrowing
availability under our international loan facilities, which includes our European Revolving Loan Facility, our Australian Revolving
Loan Facility and other international notes payable and debt facilities, and $460 million in cash and cash equivalents. We currently
believe that our existing cash balances and cash generated by operations, together with our available credit capacity, will enable us to
comply with the terms of our indebtedness and meet foreseeable liquidity requirements.

The following have impacted or are expected to impact liquidity:

• we have principal and interest obligations under our debt;
• we acquired Knights Apparel in April 2015, Champion Europe in June 2016, Hanes Australasia in July 2016, and we may

pursue strategic acquisitions in the future;

• we expect to continue to invest in efforts to improve operating efficiencies and lower costs;
• we made a $100 million contribution to our pension plans in January 2015 and a $40 million contribution in January 2016;
• we may increase or decrease the portion of the current-year income of our foreign subsidiaries that we remit to the United

•
•

States, which could significantly impact our effective income tax rate;
our Board of Directors has authorized a regular quarterly dividend; and
our Board of Directors has authorized the repurchase of up to 40 million shares under our newly authorized share
repurchase program approved in 2016. Under our former share repurchase program originally approved in 2007, we
repurchased 14.2 million shares in 2016 at a cost of $380 million and 12.1 million shares in 2015 for a cost of $352 million.

We typically use cash during the first half of the year and generate most of our cash flow in the second half of the year. We expect our
cash deployment strategy in the future will include a mix of dividends, acquisitions and share repurchases.

Cash Requirements for Our Business
We rely on our cash flows generated from operations and the borrowing capacity under our credit facilities to meet the cash
requirements of our business. The primary cash requirements of our business are payments to vendors in the normal course of
business, capital expenditures, maturities of debt and related interest payments, business acquisitions, contributions to our pension
plans, repurchases of our stock and regular quarterly dividend payments. We believe we have sufficient cash and available borrowings
for our foreseeable liquidity needs.

Pension Plans
In January 2016, we made a voluntary contribution of $40 million to our pension plans. As a result of this contribution, our U.S.
qualified pension plan is approximately 94% funded as of December 31, 2016 compared to 104% funded as of January 2, 2016, under
the Pension Protection Act funding rules. We are not required to make any additional cash contributions to our pension plans in 2017
based on a preliminary calculation by our actuary. We may elect to make additional voluntary contributions during 2017 to maintain
certain funded levels. See Note, “Defined Pension Benefit Plans,” to our financial statements for more information on the plan asset
and pension expense components.

Share Repurchase Program
In April 2016, our Board of Directors approved a new share repurchase program for up to 40 million shares to be repurchased in
open market transactions, subject to market conditions, legal requirements and other factors. The new program replaces our previous
share repurchase program for up to 40 million shares that was originally approved in 2007. During 2016, we repurchased 14.2
million shares of our common stock under the previous program at a cost of $380 million (average price of $26.65). During 2015, we
purchased 12.1 million shares of our common stock under the previous program at a cost of $352 million (average price of $28.91).
At December 31, 2016, the remaining repurchase authorization totaled 40 million shares under the new share repurchase program
approved in 2016.

The primary objective of our share repurchase program is to utilize excess cash flow to generate shareholder value. While we may
repurchase additional stock under the program, we may choose not to repurchase any stock and focus more on other uses of cash in
the next 12 months.

HANESBRANDS INC.

Part II

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Dividends
In 2014, our Board of Directors declared dividends of $0.075 per share on outstanding common stock which were paid in 2014.

In January 2015, April 2015, July 2015 and October 2015, our Board of Directors declared dividends of $0.10 per share on
outstanding common stock which were paid in 2015. In addition, the Board of Directors authorized a four-for-one stock split in
the form of a 300% stock dividend, which was implemented on March 3, 2015 to stockholders of record at the close of business on
February 9, 2015.

In January 2016, our Board of Directors increased our regular quarterly dividend rate to $0.11 per share on outstanding common
stock. During our 2016 fiscal year, regular quarterly cash dividends of $0.11 per share were paid on March 8, 2016, June 7, 2016,
September 7, 2016 and December 6, 2016.

Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements within the meaning of Item 303(a)(4) of SEC Regulation S-K.

Future Contractual Obligations and Commitments
The following table contains information on our contractual obligations and commitments as of December 31, 2016, and their
expected timing on future cash flows and liquidity.

Operating activities:

Interest on debt obligations (1)

Inventory purchase obligations

Operating lease obligations

Marketing and advertising obligations

At
December 31, 2016

Fiscal
2017

Fiscal
2018-2019

Fiscal
2020-2021

Fiscal
2022 and
Thereafter

Payments Due by Period

(dollars in thousands)

$759,158

$141,647

$270,931

$239,462

$107,118

352,370

561,688

34,428

349,565

130,971

28,256

2,805

—

210,806

112,293

107,618

6,172

—

Other long-term obligations (2)

375,284

117,246

173,256

62,115

22,667

Investing activities:

Capital expenditures

Financing activities:

Debt

Notes payable

Total

12,250

—

3,732,583

178,364

356,121

558,857

2,639,241

56,396

—

$5,884,157

$1,014,695

$1,020,091

$972,727

$2,876,644

Interest obligations on floating rate debt instruments are calculated for future periods using interest rates in effect at December 31, 2016.

(1)
(2) Represents the projected payment for long-term liabilities recorded on the Consolidated Balance Sheet for certain employee benefit claims,

royalty-bearing license agreement payments, deferred compensation and uncertain tax positions.

Funding contributions to our defined benefit pension plans are not included in the table above because it is uncertain whether or
when further contributions will be required. We are not required to make any additional cash contributions to our pension plans in
2017 based on a preliminary calculation by our actuary. We may elect to make additional voluntary contributions during 2017 to
maintain certain funded levels.

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Part II

Sources and Uses of Our Cash
The information presented below regarding the sources and uses of our cash flows for the years ended December 31, 2016 and
January 2, 2016 was derived from our financial statements.

Operating activities

Investing activities

Financing activities

Effect of changes in foreign currency exchange rates on cash

Change in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Years Ended

December 31, 2016

January 2, 2016

(dollars in thousands)

$605,607

$227,007

(966,641)

(276,800)

511,054

(8,944)

141,076

319,169

$460,245

132,982

(3,875)

79,314

239,855

$319,169

Operating Activities
Our overall liquidity is primarily driven by our strong cash flow provided by operating activities, which is dependent on net income
and changes in working capital. As compared to prior year, our operating cash increased in 2016 due to our increased profitability
and changes in working capital, specifically related to our inventory reduction efforts and a smaller voluntary pension contribution in
2016 of $40 million compared to $100 million in 2015.

Investing Activities
The higher net cash used for investing activities was primarily the result of our acquisitions of Hanes Australasia and Champion
Europe, partially offset by lower capital spending and increased cash proceeds from sale of assets in 2016 compared to 2015, which
is primarily the result of cash receipts of $66 million towards an anticipated sale leaseback transaction of one of our manufacturing
facilities.

Financing Activities
The higher net cash from financing activities was primarily the result of the issuance of our three Senior Notes in 2016 and
incurrence of debt under our Australia term loan facilities, offset by lower net borrowing on our other credit facilities and higher share
repurchases in 2016.

Financing Arrangements
We believe our financing structure provides a secure base to support our operations and key business strategies. As of December 31,
2016, we were in compliance with all financial covenants under our credit facilities and other outstanding indebtedness discussed
below. We continue to monitor our covenant compliance carefully in this difficult economic environment. We expect to maintain
compliance with our covenants during 2017, however economic conditions or the occurrence of events discussed above under “Risk
Factors” could cause noncompliance.

We have significant liquidity from our available cash balances and credit facilities. We maintain a senior secured credit facility (the
“Senior Secured Credit Facility”), which includes a Revolving Loan Facility of $1.0 billion and an AUD$65 million Australian
revolving loan facility (the “Australian Revolver”). Our Accounts Receivable Securitization Facility provides additional funding
(varying availability throughout the year) accounted for as a secured borrowing, limited to the availability of eligible receivables,
and is secured by certain domestic trade receivables. We have also established a €100 million European revolving loan facility (the
“European Revolver”). As of December 31, 2016, we had $994 million of borrowing availability under of our Revolving Loan
Facility (after taking into account outstanding letters of credit), $230 million of borrowing availability under our Accounts Receivable
Securitization Facility, $42 million of borrowing availability under our Australian Revolver, $42 million of borrowing availability
under our European Revolver and $25 million of borrowing availability under other international debt facilities. Refer to Note,
“Debt”, for a complete overview of our credit facilities.

HANESBRANDS INC.

Part II

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Notes Payable
Notes payable were $56 million at December 31, 2016 and $118 million at January 2, 2016. At December 31, 2016, we had
$80 million of borrowing availability under our international notes payable facilities.

Undistributed Earnings from Foreign Subsidiaries
Our primary sources of liquidity are cash generated from global operations and cash available under our $1.0 billion Revolving Loan
Facility, our Accounts Receivable Securitization Facility and our international loan facilities. Because we are a global company with
diversified international operations, a significant portion of our revenues are generated by foreign subsidiaries whose associated
earnings are expected to be permanently reinvested abroad. As of December 31, 2016, the cumulative amount of undistributed
earnings from our foreign subsidiaries was approximately $3.3 billion, of which $410 million of cash and cash equivalents was
held by foreign subsidiaries whose undistributed earnings are considered permanently reinvested and $14 million of cash and
cash equivalents was held by foreign subsidiaries whose undistributed earnings are not considered permanently reinvested. Given
the substantial nature of our foreign operations, we are able to use these undistributed foreign earnings abroad to fund capital
expenditures and debt service costs for our international businesses. We also plan to use these undistributed earnings to fund future
foreign acquisitions. Our domestic operations, together with the Revolving Loan Facility and the Accounts Receivable Securitization
facility, provide sufficient cash flow to fund our cash needs domestically. Cash residing offshore is generally not needed to fund
our cash needs domestically. As of December 31, 2016, we had $994 million of borrowing availability under the Revolving Loan
Facility, $230 million of borrowing availability under the Accounts Receivable Securitization Facility and $189 million of borrowing
availability under our international loan facilities. We reassess our reinvestment assertions each reporting period and currently
believe that we have sufficient other sources of liquidity to support our assertion that such undistributed earnings held by foreign
subsidiaries may be considered to be reinvested permanently.

We repatriated $174 million, $124 million and $15 million in 2016, 2015 and 2014, respectively, from earnings generated in such
years. The amount of the current year foreign earnings that we have repatriated in the past has been determined, and the amount that
we expect to repatriate during 2017 will be determined, based upon a variety of factors including current year earnings of the foreign
subsidiaries, foreign investment needs and the cash flow needs we have in the U.S., such as for the repayment of debt and other
domestic obligations. The majority of our repatriation of the earnings of foreign subsidiaries has historically occurred at year-end,
although we may always repatriate funds earlier in the year based on the needs of our business. When we repatriate funds to the U.S.,
we are required to pay taxes on these amounts based on applicable U.S. tax rates, net of any foreign tax that would be allowed to be
deducted or taken as a credit against U.S. income tax. There was a cost of $56 million, $43 million and $1 million in additional U.S.
federal income taxes in 2016, 2015 and 2014, respectively, as a result of repatriation of foreign earnings generated in such years.

Critical Accounting Policies and Estimates
We have chosen accounting policies that we believe are appropriate to accurately and fairly report our operating results and financial
condition in conformity with accounting principles generally accepted in the United States. We apply these accounting policies in a
consistent manner. Our significant accounting policies are discussed in Note, “Summary of Significant Accounting Policies,” to our
financial statements.

The application of critical accounting policies requires that we make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosures. These estimates and assumptions are based on historical and other
factors believed to be reasonable under the circumstances. We evaluate these estimates and assumptions on an ongoing basis and
may retain outside consultants to assist in our evaluation. If actual results ultimately differ from previous estimates, the revisions
are included in results of operations in the period in which the actual amounts become known. The critical accounting policies that
involve the most significant management judgments and estimates used in preparation of our financial statements, or are the most
sensitive to change from outside factors, are described below:

Sales Recognition and Incentives
We recognize revenue when (i) there is persuasive evidence of an arrangement, (ii) the sales price is fixed or determinable, (iii) title
and the risks of ownership have been transferred to the customer and (iv) collection of the receivable is reasonably assured, which
occurs primarily upon shipment. We record provisions for any uncollectible amounts based upon our historical collection statistics
and current customer information. Our management reviews these estimates each quarter and makes adjustments based upon
actual experience.

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Part II

Note, “Summary of Significant Accounting Policies” (d), “Summary of Significant Accounting Policies — Sales Recognition and
Incentives,” to our financial statements describes a variety of sales incentives that we offer to resellers and consumers of our products.
Measuring the cost of these incentives requires, in many cases, estimating future customer utilization and redemption rates. We use
historical data for similar transactions to estimate the cost of current incentive programs. Our management reviews these estimates
each quarter and makes adjustments based upon actual experience and other available information. We classify the costs associated
with cooperative advertising as a reduction of “Net sales” in our Consolidated Statements of Income.

Accounts Receivable Valuation
Accounts receivable consist primarily of amounts due from customers. We carry our accounts receivable at their net realizable value.
In determining the appropriate allowance for doubtful accounts, we consider a combination of factors, such as the aging of trade
receivables, industry trends, and our customers’ financial strength, credit standing and payment and default history. Changes in
the aforementioned factors, among others, may lead to adjustments in our allowance for doubtful accounts. The calculation of the
required allowance requires judgment by our management as to the impact of these and other factors on the ultimate realization of our
trade receivables. Charges to the allowance for doubtful accounts are reflected in the “Selling, general and administrative expenses”
line and charges to the allowance for customer chargebacks and other customer deductions are primarily reflected as a reduction in
the “Net sales” line of our Consolidated Statements of Income. Our management reviews these estimates each quarter and makes
adjustments based upon actual experience. Because we cannot predict future changes in the financial stability of our customers,
actual future losses from uncollectible accounts may differ from our estimates. If the financial condition of our customers were to
deteriorate, resulting in their inability to make payments, a large reserve might be required. The amount of actual historical losses has
not varied materially from our estimates for bad debts.

Inventory Valuation
We carry inventory on our balance sheet at the estimated lower of cost or market. Cost is determined by the first-in, first-out,
or “FIFO,” method for our inventories. We carry obsolete, damaged and excess inventory at the net realizable value, which we
determine by assessing historical recovery rates, current market conditions and our future marketing and sales plans. Because our
assessment of net realizable value is made at a point in time, there are inherent uncertainties related to our value determination.
Market factors and other conditions underlying the net realizable value may change, resulting in further reserve requirements. A
reduction in the carrying amount of an inventory item from cost to market value creates a new cost basis for the item that cannot be
reversed at a later period. While we believe that adequate write-downs for inventory obsolescence have been provided in the financial
statements, consumer tastes and preferences will continue to change and we could experience additional inventory write-downs in
the future.

Rebates, discounts and other cash consideration received from a vendor related to inventory purchases are reflected as reductions in
the cost of the related inventory item, and are therefore reflected in cost of sales when the related inventory item is sold.

Income Taxes
Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the income tax
basis of our assets and liabilities, as well as for realizable operating loss and tax credit carryforwards, at tax rates in effect for the years
in which the differences are expected to reverse. Realization of deferred tax assets is dependent on future taxable income in specific
jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws and tax planning strategies. If in our
judgment it appears that it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are
established against our deferred tax assets, which increase income tax expense in the period when such determination is made.

We have not provided federal income taxes on that portion of our foreign subsidiaries’ undistributed earnings that is permanently
reinvested in their respective foreign jurisdictions. If we decided to remit those earnings to the U.S. in a future period due to
anticipated cash flow or other business requirements, our federal income tax provision and effective tax rate could be impacted.

HANESBRANDS INC.

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We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial
statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate resolution. These assessments of uncertain tax positions contain judgments related to the interpretation of tax
regulations in the jurisdictions in which we transact business. The judgments and estimates made at a point in time may change based
on the outcome of tax audits, expiration of statutes of limitations, as well as changes to, or further interpretations of, tax laws and
regulations. Income tax expense is adjusted in our Consolidated Statements of Income in the period in which these events occur.

Stock Compensation
We established the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) (the “Omnibus Incentive Plan”) to
award stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance shares
and cash to our employees, non-employee directors and employees of our subsidiaries to promote the interest of our company and
incent performance and retention of employees. Stock-based compensation is estimated at the grant date based on the award’s fair
value and is recognized as expense over the requisite service period. We estimate forfeitures for stock-based awards granted that are
not expected to vest. If any of these inputs or assumptions changes significantly, our stock-based compensation expense could be
materially different in the future.

Defined Benefit Pension Plans
For a discussion of our net periodic benefit cost, plan obligations, plan assets and how we measure the amount of these costs, see
Note, “Defined Benefit Pension Plans,” to our consolidated financial statements. The funded status of our defined benefit pension
plans are recognized on our balance sheet. Differences between actual results in a given year and the actuarially determined assumed
results for that year are deferred as unrecognized actuarial gains or losses in comprehensive income. We measure the funded status of
our plans as of the date of our fiscal year end.

The net periodic cost of the pension plans is determined using projections and actuarial assumptions, the most significant of which
are the discount rate and the long-term rate of asset return. The net periodic pension income or expense is recognized in the year
incurred. Gains and losses, which occur when actual experience differs from actuarial assumptions, are amortized over the average
future expected life of participants. As benefits under the Hanesbrands Inc. Pension Plan are frozen, year over year fluctuations in
our pension expense are not expected to be material and not expected to have a material impact on our Consolidated Statements of
Income.

Our policies regarding the establishment of pension assumptions are as follows:

•

In determining the discount rate, we utilized the Aon Hewitt AA Above Median Curve (rounded to the nearest 10 basis
points) in order to determine a unique interest rate for each plan and match the expected cash flows for each plan. Beginning
in 2016, we began utilizing specific spot rates along the full yield curve in our determination of discount rates, for our U.S.
defined benefit plans, in order to determine our interest rate and match to the relevant cash flows for the plans. This change
improves the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a
more precise measurement of interest costs.
Salary increase assumptions were based on historical experience and anticipated future management actions. The
salary increase assumption only applies to the Canadian plans, certain Hanes Europe Innerwear plans and portions of
the Hanesbrands nonqualified retirement plans, as benefits under these plans are not frozen. The benefits under the
Hanesbrands Inc. Pension Plan were frozen as of December 31, 2005.
In determining the long-term rate of return on plan assets we applied a proportionally weighted blend between assuming
the historical long-term compound growth rate of the plan portfolio would predict the future returns of similar
investments, and the utilization of forward-looking assumptions.

• Retirement rates were based primarily on actual experience while standard actuarial tables were used to estimate mortality.

In 2016, the tables used as a basis for the mortality assumption were from the RP-2014 table with Scale MP-2015.

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Part II

The sensitivity of changes in actuarial assumptions on our annual pension expense and on our plans’ benefit obligations, all other
factors being equal, is illustrated by the following:

1% decrease in discount rate

1% increase in discount rate

1% decrease in expected investment return

1% increase in expected investment return

Increase (Decrease) in

Pension
Expense

Benefit
Obligation

(in millions)

$(1)

(8)

$155

(125)

N/A

Trademarks and Other Identifiable Intangibles
Trademarks, license agreements, customer and distributor relationships and computer software are our primary identifiable
intangible assets. We amortize identifiable intangibles with finite lives over their estimated useful lives, and we do not amortize
identifiable intangibles with indefinite lives. We base the estimated useful life of an identifiable intangible asset upon a number
of factors, including the effects of demand, competition, expected changes in distribution channels and the level of maintenance
expenditures required to obtain future cash flows. As of December 31, 2016, the net book value of trademarks and other identifiable
intangible assets was $1.3 billion, of which we are amortizing a balance of $218 million. We anticipate that our amortization expense
for 2017 will be $26 million.

We evaluate identifiable intangible assets subject to amortization for impairment using a process similar to that used to evaluate asset
amortization described below under “— Depreciation and Impairment of Property, Plant and Equipment.” We assess identifiable
intangible assets not subject to amortization for impairment at least annually, as of the first day of the third fiscal quarter, and more
often as triggering events occur. In order to determine the impairment of identifiable intangible assets, we compare the fair value of
the intangible asset to its carrying amount. Fair values of intangible assets are primarily based on future cash flows projected to be
generated from that asset. We recognize an impairment loss for the amount by which an identifiable intangible asset’s carrying value
exceeds its fair value.

Goodwill
As of December 31, 2016, we had $1.1 billion of goodwill. We do not amortize goodwill, but we assess for impairment at least
annually and more often as triggering events occur. The timing of our annual goodwill impairment testing is the first day of the third
fiscal quarter. The estimated fair values significantly exceeded the carrying values of each of our reporting units as of the first day of
the third fiscal quarter, and no impairment of goodwill was identified as a result of the testing conducted in 2016.

In evaluating the recoverability of goodwill in 2016, we estimated the fair value of our reporting units. We relied on a number of
factors to determine the fair value of our reporting units and evaluate various factors to discount anticipated future cash flows,
including operating results, business plans and present value techniques. As discussed above under “Trademarks and Other
Identifiable Intangibles,” there are inherent uncertainties related to these factors, and our judgment in applying them and the
assumptions underlying the impairment analysis may change in such a manner that impairment in value may occur in the future.
Such impairment will be recognized in the period in which it becomes known.

Assets and Liabilities Acquired in Business Combinations
We account for business combinations using the purchase method, which requires us to allocate the cost of an acquired business to
the acquired assets and liabilities based on their estimated fair values at the acquisition date. We recognize the excess of an acquired
business’ cost over the fair value of acquired assets and liabilities as goodwill. We use a variety of information sources to determine
the fair value of acquired assets and liabilities. We generally use third party appraisers to assist management in determination of the
fair value and lives of property and identifiable intangibles, consulting actuaries to assist management in determining the fair value of
obligations associated with defined benefit pension plans and legal counsel to assist management in assessing obligations associated
with legal and environmental claims.

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Depreciation and Impairment of Property, Plant and Equipment
We state property, plant and equipment at its historical cost, and we compute depreciation using the straight-line method over the
asset’s life. We estimate an asset’s life based on historical experience, manufacturers’ estimates, engineering or appraisal evaluations,
our future business plans and the period over which the asset will economically benefit us, which may be the same as or shorter than
its physical life. Our policies require that we periodically review our assets’ remaining depreciable lives based upon actual experience
and expected future utilization. A change in the depreciable life is treated as a change in accounting estimate and the accelerated
depreciation is accounted for in the period of change and future periods.

We test an asset for recoverability whenever events or changes in circumstances indicate that its carrying value may not be
recoverable. Such events include significant adverse changes in business climate, several periods of operating or cash flow losses,
forecasted continuing losses or a current expectation that an asset or asset group will be disposed of before the end of its useful life.
We evaluate an asset’s recoverability by comparing the asset or asset group’s net carrying amount to the future net undiscounted cash
flows we expect such asset or asset group will generate. If we determine that an asset is not recoverable, we recognize an impairment
loss in the amount by which the asset’s carrying amount exceeds its estimated fair value.

When we recognize an impairment loss for an asset held for use, we depreciate the asset’s adjusted carrying amount over its
remaining useful life. We do not restore previously recognized impairment losses if circumstances change.

Recently Issued Accounting Pronouncements
For a summary of recently issued accounting pronouncements, see Note, “Summary of Significant Accounting Policies” to our
financial statements included in this Annual Report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from changes in foreign exchange rates, interest rates and commodity prices. Our risk management
control system uses analytical techniques including market value, sensitivity analysis and value at risk estimations.

Foreign Exchange Risk
We sell the majority of our products in transactions denominated in U.S. dollars; however, we purchase some raw materials, pay
a portion of our wages and make other payments in our supply chain in foreign currencies. With our international commercial
presence, we also have foreign entities that purchase raw materials and finished goods in U.S. dollars. Our exposure to foreign
exchange rates exists primarily with respect to the Euro, Australian dollar, Canadian dollar, Mexican peso and Japanese yen against
the U.S. dollar. We use foreign exchange forward contracts to hedge material exposure to adverse changes in foreign exchange rates. A
sensitivity analysis technique has been used to evaluate the effect that changes in the market value of foreign exchange currencies will
have on our forward and option contracts. At December 31, 2016, the potential change in fair value of foreign currency derivative
instruments, assuming a 10% adverse change in the underlying currency price, was $53 million.

Interest Rates
Our debt under the Revolving Loan Facility, Accounts Receivable Securitization Facility, Term Loan A, Term Loan B, Australian
Term A-1, Australian Term A-2, Australian Revolver, European Revolver and Other International Debt bears interest at variable rates.
As a result, we are exposed to changes in market interest rates that could impact the cost of servicing our debt. Approximately 60%
of our total debt outstanding at December 31, 2016 is at a fixed rate. A 25-basis point movement in the annual interest rate charged
on the outstanding debt balances as of December 31, 2016 would only result in a change in annual interest expense of approximately
$4 million.

Commodities
We are exposed to commodity price fluctuations primarily as a result of the cost of materials that are used in our manufacturing
process. Cotton is the primary raw material used in manufacturing many of our products. Under our current agreements with our
primary yarn suppliers, we have the ability to periodically fix the cotton cost component of our yarn purchases so that the suppliers
bear the risk of cotton price fluctuation for the specified yarn volume and interim fluctuations in the price of cotton do not impact our
costs. However, our business can be affected by sustained dramatic movements in cotton prices.

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Part II

In addition, fluctuations in crude oil or petroleum prices may influence the prices of other raw materials we use to manufacture our
products, such as chemicals, dyestuffs, polyester yarn and foam, as well as affect our transportation and utility costs. We generally
purchase raw materials at market prices.

Financial Statements and Supplementary Data

Item 8.
Our financial statements required by this item are contained on pages F-1 through F-49 of this Annual Report on Form 10-K. See
Item 15(a)(1) for a listing of financial statements provided.

Item 9.

None.

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As required by Exchange Act Rule 13a-15(b), our management, including our Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e),
as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective.

Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Exchange Act Rule 13a-15(f). Management’s annual report on internal control over financial reporting and the report of independent
registered public accounting firm are incorporated by reference to pages F-2 and F-3 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting
In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our Chief Executive
Officer and Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the
quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting. We excluded our wholly owned subsidiaries, Hanes Australasia, Champion Europe, GTM and Universo from our
assessment of internal control over financial reporting as of December 31, 2016 because our control over the operation of each such
subsidiary was acquired in a purchase business combination during 2016.

Item 9B. Other Information
None.

HANESBRANDS INC.

Part III

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Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item 10 regarding our executive officers is included in Item 1C of this Annual Report on Form 10-K. We
will provide other information that is responsive to this Item 10 in our definitive proxy statement or in an amendment to this Annual
Report not later than 120 days after the end of the fiscal year covered by this Annual Report. That information is incorporated in this
Item 10 by reference.

Executive Compensation

Item 11.
We will provide information that is responsive to this Item 11 in our definitive proxy statement or in an amendment to this Annual
Report on Form 10-K not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. That
information is incorporated in this Item 11 by reference.

Item 12.

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

We will provide information that is responsive to this Item 12 in our definitive proxy statement or in an amendment to this Annual
Report on Form 10-K not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. That
information is incorporated in this Item 12 by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
We will provide information that is responsive to this Item 13 in our definitive proxy statement or in an amendment to this Annual
Report on Form 10-K not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. That
information is incorporated in this Item 13 by reference.

Principal Accounting Fees and Services

Item 14.
We will provide information that is responsive to this Item 14 in our definitive proxy statement or in an amendment to this Annual
Report on Form 10-K not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. That
information is incorporated in this Item 14 by reference.

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Exhibits and Financial Statement Schedules

Item 15.
(a)(1) Financial Statements
The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of
this Report.

(a)(3) Exhibits
See “Index to Exhibits” beginning on page E-1, which is incorporated by reference herein. The Index to Exhibits lists all exhibits filed
with this Report and identifies which of those exhibits are management contracts and compensatory plans or arrangements.

HANESBRANDS INC.

Part IV

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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
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 3rd day of February, 2017.

HANESBRANDS INC.

/s/ Gerald W. Evans, Jr.

Gerald W. Evans, Jr.
Chief Executive Officer

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Part IV

Power of Attorney

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
jointly and severally, Gerald W. Evans, Jr., Richard D. Moss and Joia M. Johnson, and each one of them, his or her attorneys-in-fact,
each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report
on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature
/s/ Gerald W. Evans, Jr.
Gerald W. Evans, Jr.

/s/ Richard D. Moss
Richard D. Moss

/s/ M. Scott Lewis
M. Scott Lewis

/s/ Bobby J. Griffin
Bobby J. Griffin

/s/ James C. Johnson
James C. Johnson

/s/ Jessica T. Mathews
Jessica T. Mathews

/s/ Franck J. Moison
Franck J. Moison

/s/ Robert F. Moran
Robert F. Moran

/s/ Ronald L. Nelson
Ronald L. Nelson

/s/ Richard A. Noll
Richard A. Noll

/s/ Andrew J. Schindler
Andrew J. Schindler

/s/ David V. Singer
David V. Singer

/s/ Ann E. Ziegler
Ann E. Ziegler

Capacity
Chief Executive Officer
(principal executive officer)

Chief Financial Officer
(principal financial officer)

Chief Accounting Officer and Controller
(principal accounting officer)

Director

Date
February 3, 2017

February 3, 2017

HANESBRANDS INC.

Index to Exhibits

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References in this Index to Exhibits to the “Registrant” are to Hanesbrands Inc. The Registrant will furnish you, without charge, a
copy of any exhibit, upon written request. Written requests to obtain any exhibit should be sent to Corporate Secretary, Hanesbrands
Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105.

Exhibit
Number

Description

2.1

2.2

2.3

2.4

3.1

3.2

3.3

3.4

3.5

4.1

4.2

4.3

Agreement and Plan of Merger, dated as of July 23, 2013, by and among Hanesbrands Inc., General Merger
Sub Inc. and Maidenform Brands, Inc. (incorporated by reference from Exhibit 10.1 to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2013).

Share Purchase Agreement, dated August 25, 2014, by and among SLB Brands Holding, Ltd., certain
individuals named therein, MFB International Holdings, S.À.R.L., Hanesbrands Inc., Société Civile de la
Dune, and Gueshov Investissement 1 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current
Report on Form 8-K filed on August 26, 2014).

Supplement Deed to the Share Purchase Agreement, dated August 25, 2014, by and among SLB Brands
Holding, Ltd., certain individuals named therein, MFB International Holdings, S.À.R.L., Hanesbrands Inc.,
Société Civile de la Dune and Gueshov Investissement 1 (incorporated by reference to Exhibit 2.2 to the
Registrant’s Current Report on Form 8-K filed on August 26, 2014).

Scheme Implementation Deed, dated April 27, 2016, between Hanesbrands Inc. and Pacific Brands Limited
(incorporated by reference from Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 20, 2016).

Articles of Amendment and Restatement of Hanesbrands Inc. (incorporated by reference from Exhibit 3.1
to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
September 5, 2006).

Articles Supplementary (Junior Participating Preferred Stock, Series A) (incorporated by reference from
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 5, 2006).

Articles of Amendment to Articles of Amendment and Restatement of Hanesbrands Inc. (incorporated by
reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 28, 2015).

Articles Supplementary (Reclassifying Junior Participating Preferred Stock, Series A) (incorporated by
reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 2, 2015).

Amended and Restated Bylaws of Hanesbrands Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2017).

Indenture, dated May 6, 2016, among Hanesbrands Inc., the subsidiary guarantors named therein and U.S.
Bank National Association (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on May 6, 2016).

First Supplemental Indenture (to Indenture dated May 6, 2016), dated of November 9, 2016, among
Hanesbrands Inc., It’s Greek to Me, Inc., GTM Retail, Inc. and U.S. Bank, National Association.

Indenture, dated June 3, 2016, among Hanesbrands Finance Luxembourg S.C.A., Hanesbrands Inc., the
other guarantors named therein, U.S. Bank Trustees Limited, as Trustee, Elavon Financial Services Limited,
UK Branch, as Paying Agent and Transfer Agent, and Elavon Financial Services Limited, as Registrar
(incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 3, 2016).

HANESBRANDS INC.

E-1

Index to Exhibits

Back to contents

Description

Supplemental Indenture No. 1 (to Indenture dated June 3, 2016), dated as of June 23, 2016, among
Hanesbrands Finance Luxembourg S.C.A, HBI Australia Acquisition Co. Pty Limited, HBI Italy Acquisition
Co. S.r.l., Maidenform Brands Spain, S.R.L. Unipersonal and U.S. Bank Trustees Limited (incorporated by
reference from Exhibit 4.3 to this Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 4, 2016).

Supplemental Indenture No. 2 (to Indenture dated June 3, 2016), dated as of November 9, 2016, among
Hanesbrands Finance Luxembourg, S.C.A., Pacific Brands Limited, Pacific Brands (Australia) Pty Ltd, Pacific
Brands Holdings Pty Ltd, Sheridan Australia Pty Ltd, Pacific Brands Services Group Pty Ltd, Pacific Brands
Sports & Leisure Pty Ltd, Pacific Brands Clothing Pty Ltd, Pacific Brands Holdings (NZ) Limited, Sheridan
N.Z. Limited, Champion Products Europe Limited and U.S. Bank Trustees Limited.

Supplemental Indenture No. 3 (to Indenture dated June 3, 2016), dated as of November 9, 2016,
among Hanesbrands Finance Luxembourg S.C.A., It’s Greek to Me, Inc., GTM Retail, Inc. and U.S. Bank
Trustees Limited.

Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) (incorporated by reference from
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 4, 2013).*

Form of Stock Option Grant Notice and Agreement under the Hanesbrands Inc. Omnibus Incentive Plan
of 2006 (incorporated by reference from Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 5, 2006).*

Form of Calendar Year Grant Restricted Stock Unit Grant Notice and Agreement under the Hanesbrands
Inc. Omnibus Incentive Plan (As Amended and Restated) (incorporated by reference from Exhibit 10.3
to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 6, 2014).*

Form of Discretionary Grant Restricted Stock Unit Grant Notice and Agreement under the Hanesbrands
Inc. Omnibus Incentive Plan (As Amended and Restated) (incorporated by reference from Exhibit 10.4
to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 6, 2014).*

Form of Performance Stock and Cash Award – Cash Component Grant Notice and Agreement under the
Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) (incorporated by reference from
Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 6, 2014).*

Form of Performance Stock and Cash Award – Stock Component Grant Notice and Agreement under the
Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) (incorporated by reference from
Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 6, 2014).*

Form of Non-Employee Director Restricted Stock Unit Grant Notice and Agreement under the Hanesbrands
Inc. Omnibus Incentive Plan (As Amended and Restated) (incorporated by reference from Exhibit 10.7
to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 6, 2014).*

Form of Non-Employee Director Stock Option Grant Notice and Agreement under the Hanesbrands Inc.
Omnibus Incentive Plan of 2006 (incorporated by reference from Exhibit 10.8 to the Registrant’s Transition
Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2007).*

Exhibit
Number

4.4

4.5

4.6

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

E-2

Exhibit
Number

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20

Back to contents

Index to Exhibits

Description

Hanesbrands Inc. Supplemental Employee Retirement Plan (incorporated by reference from Exhibit 10.9
to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 9, 2010).*

Hanesbrands Inc. Performance-Based Annual Incentive Plan (incorporated by reference from Exhibit 10.10
to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
September 5, 2006).*

Hanesbrands Inc. Executive Deferred Compensation Plan, as amended (incorporated by reference from
Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 6, 2014).*

Hanesbrands Inc. Executive Life Insurance Plan (incorporated by reference from Exhibit 10.10 to the
Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 11, 2009).*

Hanesbrands Inc. Executive Long-Term Disability Plan (incorporated by reference from Exhibit 10.11
to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 11, 2009).*

Hanesbrands Inc. Employee Stock Purchase Plan of 2006, as amended (incorporated by reference from
Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on April 29, 2010).*

Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference from
Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 11, 2009).*

First Amendment to Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (incorporated
by reference from Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on November 4, 2016).*

Severance/Change in Control Agreement dated December 18, 2008 between the Registrant and Richard A.
Noll (incorporated by reference from Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 11, 2009).*

Form of Severance/Change in Control Agreement entered into by and between Hanesbrands Inc. and certain
of its executive officers prior to December 2010 and schedule of all such agreements with current executive
officers (incorporated by reference from Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 5, 2016).*

Form of Severance/Change in Control Agreement entered into by and between Hanesbrands Inc. and certain
of its executive officers after December 2010 and schedule of all such agreements with current executive
officers.(incorporated by reference from Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 6, 2014).*

First Amendment to Severance/Change in Control Agreement dated June 13, 2016 between Hanesbrands
Inc. and Gerald W. Evans, Jr. (incorporated by reference from Exhibit 10.3 to the Registrant’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016).*

HANESBRANDS INC.

E-3

Index to Exhibits

Back to contents

Exhibit
Number

10.21

10.22

10.23

10.24

10.25

12.1

21.1

23.1

24.1

31.1

31.2

32.1

32.2

Description

Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”) with the
various financial institutions and other persons from time to time party to the Credit Agreement as lenders,
Branch Banking & Trust Company and SunTrust Bank, as the co-documentation agents, Barclays Bank PLC,
HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Bank, National
Association, as the co-syndication agents, JPMorgan Chase Bank, N.A., as the administrative agent and the
collateral agent, and J.P. Morgan Securities LLC, Barclays Bank PLC, HSBC Securities (USA) Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as the joint lead arrangers and
joint bookrunners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 30, 2015).

First Amendment, dated as of May 5, 2015, to the Third Amended Credit Agreement (incorporated by
reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on July 31, 2015).

Second Amendment and Joinder Agreement, dated as of October 23, 2015 to Third Amended Credit
Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on October 29, 2015).

Third Amendment, dated as of June 8, 2016, to the Third Amended Credit Agreement (incorporated by
reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 8, 2016).

Syndicated Facility Agreement, dated as of July 4, 2016, among Hanesbrands Inc., MFB International Holdings
S.a.r.l., HBI Australia Acquisition Co. Pty Ltd, the Australian Lenders party thereto, the Subsidiary Guarantors
party thereto, JPMorgan Chase Bank, N.A., as the Administrative Agent and the Collateral Agent and HSBC
Bank Australia Limited as lead arranger and bookrunner (incorporated by reference from Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2016).

Ratio of Earnings to Fixed Charges.

Subsidiaries of the Registrant.

Consent of PricewaterhouseCoopers LLP.

Powers of Attorney (included on the signature pages hereto).

Certification of Gerald W. Evans, Jr., Chief Executive Officer.

Certification of Richard D. Moss, Chief Financial Officer.

Section 1350 Certification of Gerald W. Evans, Jr., Chief Executive Officer.

Section 1350 Certification of Richard D. Moss, Chief Financial Officer.

101.INS XBRL

Instance Document

101.SCH XBRL

Taxonomy Extension Schema Document

101.CAL XBRL

Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL

Taxonomy Extension Label Linkbase Document

101.PRE XBRL

Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL

Taxonomy Extension Definition Linkbase Document

Management contract or compensatory plans or arrangements.

E-4

Index to Consolidated Financial Statements Hanesbrands Inc.

Back to contents

Consolidated Financial Statements:

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income for the years ended December 31, 2016, January 2, 2016 and January 3, 2015

Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, January 2, 2016 and January 3, 2015

Consolidated Balance Sheets at December 31, 2016 and January 2, 2016

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, January 2, 2016 and January 3, 2015

Consolidated Statements of Cash Flows for the years ended December 31, 2016, January 2, 2016 and January 3, 2015

Notes to Consolidated Financial Statements

Page

F-2

F-3

F-4

F-5

F-6

F-7

F-8

F-9

HANESBRANDS INC.

F-1

Financial Statements

Back to contents

Hanesbrands Inc.

Management’s Report on Internal Control Over Financial Reporting
Management of Hanesbrands Inc. (“Hanesbrands”) is responsible for establishing and maintaining adequate internal control
over financial reporting as defined in Rules 13a — 15(f) under the Securities and Exchange Act of 1934. 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. Hanesbrands’ system of 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 Hanesbrands; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of
Hanesbrands are being made only in accordance with authorizations of management and directors of Hanesbrands; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Hanesbrands’ assets
that could have a material effect on the financial statements.

The Company excluded its wholly owned subsidiaries Pacific Brands Limited (“Hanes Australasia”), Champion Europe S.p.A.
(“Champion Europe”), It’s Greek to Me, Inc. and GTM Retail, Inc. (“GTM”) and Universo Sport S.p.A. (“Universo”) from its
assessment of internal control over financial reporting as of December 31, 2016 because its control over these operations was
acquired by the Company in purchase business combinations during 2016. The Company is in the process of integrating the
operations of Hanes Australasia, Champion Europe, GTM and Universo into the Company’s overall internal control over financial
reporting process. These are wholly-owned subsidiaries whose combined total assets and total revenues represent 5.8% and 7.3%,
respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2016.

Management has evaluated the effectiveness of Hanesbrands’ internal control over financial reporting as of December 31, 2016,
based upon criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation,
management determined that Hanesbrands’ internal control over financial reporting was effective as of December 31, 2016.

The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included on the
following page.

F-2

Back to contents

Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Hanesbrands Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive
income, stockholders’ equity and cash flows, present fairly, in all material respects, the financial position of Hanesbrands Inc. (the
“Company”) at December 31, 2016 and January 2, 2016, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2016 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 December 31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) 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. 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.

As described in the Report of Management on Internal Controls over Financial Reporting, management has excluded Hanes
Australasia, Champion Europe, GTM and Universo from its assessment of internal controls over financial reporting as of
December 31, 2016, because they were acquired by the Company in purchase business combinations during 2016. We have also
excluded Hanes Australasia, Champion Europe, GTM and Universo from our audit of internal controls over financial reporting. These
are wholly-owned subsidiaries whose combined total assets and total revenues represent 5.8% and 7.3%, respectively, of the related
consolidated financial statement amounts as of and for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
February 3, 2017

HANESBRANDS INC.

F-3

Financial Statements
Financial Statements

Back to contents

HANESBRANDS INC.
Consolidated Statements of Income
(in thousands, except per share amounts)

Net sales

Cost of sales

Gross profit

Selling, general and administrative expenses

Operating profit

Other expenses

Interest expense, net

Income from continuing operations before income tax expense

Income tax expense

Income from continuing operations

Income from discontinued operations, net of tax

Net income

Earnings per share — basic:

Continuing operations

Discontinued operations

Net income

Earnings per share — diluted:

Continuing operations

Discontinued operations

Net income

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

$6,028,199

$5,731,549

$5,324,746

3,752,151

2,276,048

1,500,399

775,649

51,758

152,692

571,199

34,272

536,927

2,455

3,595,217

2,136,332

1,541,214

595,118

3,210

118,035

473,873

45,018

428,855

—

3,420,339

1,904,407

1,340,453

563,954

2,599

96,387

464,968

60,449

404,519

—

$539,382

$428,855

$404,519

$1.41

0.01

$1.41

$1.40

0.01

$1.40

$1.07

—

$1.07

$1.06

—

$1.06

$1.01

—

$1.01

$0.99

—

$0.99

See accompanying notes to Consolidated Financial Statements.

F-4

Back to contents

Financial Statements
Financial Statements

HANESBRANDS INC.
Consolidated Statements of Comprehensive Income
(in thousands)

Net income

Other comprehensive income (loss):

Foreign currency translation

Cash flow hedges, net of tax effect of ($1,272), ($866) and
($1,114), respectively

Defined benefit plans, net of tax effect of $16,393, ($883) and
$81,731, respectively

Other comprehensive loss

Comprehensive income

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

$539,382

$428,855

$404,519

(20,384)

5,757

(23,576)

1,043

(12,171)

1,679

(26,431)

189

(125,080)

(41,058)

(22,344)

(135,572)

$498,324

$406,511

$268,947

See accompanying notes to Consolidated Financial Statements.

HANESBRANDS INC.

F-5

Financial Statements
Financial Statements

Back to contents

HANESBRANDS INC.
Consolidated Balance Sheets
(in thousands, except share and per share amounts)

Assets

Cash and cash equivalents

Trade accounts receivable, net

Inventories

Other current assets

Current assets of discontinued operations

Total current assets

Property, net

Trademarks and other identifiable intangibles, net

Goodwill

Deferred tax assets

Other noncurrent assets

Total assets

Liabilities and Stockholders’ Equity

Accounts payable

Accrued liabilities and other:

Payroll and employee benefits

Advertising and promotion

Other

Notes payable

Accounts Receivable Securitization Facility

Current portion of long-term debt

Current liabilities of discontinued operations

Total current liabilities

Long-term debt

Pension and postretirement benefits

Other noncurrent liabilities

Total liabilities

Stockholders’ equity:

December 31, 2016

January 2, 2016

$460,245

814,178

$319,169

680,417

1,840,565

1,814,602

137,535

45,897

103,679

—

3,298,420

2,917,867

692,464

1,285,458

1,098,540

464,872

67,980

650,462

700,515

834,315

445,179

49,252

$6,907,734

$5,597,590

$761,647

$672,972

154,697

111,902

330,450

56,396

44,521

133,843

9,466

1,602,922

3,507,685

371,612

201,601

142,154

125,948

192,231

117,785

195,163

57,656

—

1,503,909

2,232,712

362,266

222,812

5,683,820

4,321,699

Preferred stock (50,000,000 authorized shares; $.01 par value)

Issued and outstanding — None

—

Common stock (2,000,000,000 authorized shares; $.01 par value)

Issued and outstanding — 378,687,052 and 391,652,810, respectively

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

3,787

260,002

3,917

277,569

1,396,116

1,389,338

(435,991)

(394,933)

1,223,914

1,275,891

$6,907,734

$5,597,590

See accompanying notes to Consolidated Financial Statements.

F-6

Back to contents

Financial Statements
Financial Statements

HANESBRANDS INC.
Consolidated Statements of Stockholders’ Equity
(in thousands)

Common Stock

Amount

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total

Balances at December 28, 2013

397,822

$3,978

$282,244

$1,181,418

$(237,017)

$1,230,623

Net income

Dividends

Translation adjustments

Net unrealized gain on qualifying cash

flow hedges

Net unrecognized loss from pension and

postretirement plans

Stock-based compensation

—

Net exercise of stock options, vesting of
restricted stock units and other

2,967

—

30,230

(21,548)

404,519

(121,510)

—

404,519

(121,510)

(12,171)

1,679

(125,080)

—

30,230

(21,518)

Balances at January 3, 2015

400,789

$4,008

$290,926

$1,464,427

$(372,589)

$1,386,772

Net income

Dividends

Translation adjustments

Net unrealized gain on qualifying cash

flow hedges

Net unrecognized gain from pension and

postretirement plans

Stock-based compensation

—

Net exercise of stock options, vesting of
restricted stock units and other

3,012

—

29,154

(33,765)

428,855

(161,316)

—

Share repurchases

(12,148)

(121)

(8,746)

(342,628)

—

428,855

(161,316)

(23,576)

1,043

189

—

29,154

(33,735)

(351,495)

Balances at January 2, 2016

391,653

$3,917

$277,569

$1,389,338

$(394,933)

$1,275,891

Net income

Dividends

Translation adjustments

Net unrealized gain on qualifying cash

flow hedges

Net unrecognized loss from pension and

postretirement plans

Stock-based compensation

—

Net exercise of stock options, vesting of
restricted stock units and other

1,277

—

539,382

(169,294)

—

30,617

(37,786)

6,051

—

Share repurchases

(14,243)

(142)

(10,398)

(369,361)

—

539,382

(169,294)

(20,384)

5,757

(26,431)

—

36,668

(37,774)

(379,901)

Balances at December 31, 2016

378,687

$3,787

$260,002

$1,396,116

$(435,991)

$1,223,914

See accompanying notes to Consolidated Financial Statements.

HANESBRANDS INC.

F-7

Financial Statements
Financial Statements

Back to contents

HANESBRANDS INC.
Consolidated Statements of Cash Flows
(in thousands)

Operating activities:
Net income
Adjustments to reconcile net income to net cash from operating activities:

Depreciation
Amortization of intangibles
Charges incurred for amendments of credit facilities
Write-off on early extinguishment of debt
Amortization of debt issuance costs
Stock compensation expense
Deferred taxes
Other
Changes in assets and liabilities, net of acquisition of businesses:

Accounts receivable
Inventories
Other assets
Accounts payable
Accrued pension and postretirement benefits
Accrued liabilities and other
Net cash from operating activities

Investing activities:

Purchases of property, plant and equipment
Proceeds from sales of assets
Acquisition of businesses, net of cash acquired
Proceeds from sale of investments
Other

Net cash from investing activities

Financing activities:

Borrowings on notes payable
Repayments on notes payable
Borrowings on Accounts Receivable Securitization Facility
Repayments on Accounts Receivable Securitization Facility
Borrowings on Revolving Loan Facilities
Repayments on Revolving Loan Facilities
Borrowings on Senior Notes
Repayments on Senior Notes
Borrowings on Term Loan Facilities
Repayments on Term Loan Facilities
Borrowings on International Debt
Repayments on International Debt
Repayments of assumed debt related to acquisition of business
Share repurchases
Cash dividends paid
Payments to amend and refinance credit facilities
Taxes paid related to net shares settlement of equity awards
Excess tax benefit from stock-based compensation
Other

Net cash from financing activities

Effect of changes in foreign exchange rates on cash

Change in cash and cash equivalents

Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

December 31, 2016

Years Ended
January 2, 2016

January 3, 2015

$539,382

$428,855

$404,519

81,057
22,118
34,624
12,667
9,034
31,780
(8,836)
(12,587)

(79,211)
135,807
(24,563)
(60,994)
(31,504)
(43,167)
605,607

(83,399)
80,833
(964,075)
—
—
(966,641)

904,476
(992,760)
238,065
(388,707)
3,798,942
(3,795,500)
2,359,347
(1,000,000)
301,272
(268,264)
9,145
(12,734)
—
(379,901)
(167,375)
(80,069)
(17,414)
—
2,531
511,054
(8,944)
141,076
319,169
$460,245

80,166
23,737
—
—
7,077
29,618
10,850
(8,696)

(21,974)
(289,654)
35,044
74,613
(102,202)
(40,427)
227,007

(99,375)
15,404
(192,829)
—
—
(276,800)

1,167,681
(1,184,458)
231,891
(247,691)
5,272,000
(5,385,000)
—
—
1,150,000
(311,955)
10,676
(15,971)
—
(351,495)
(161,316)
(12,793)
(76,569)
45,286
2,696
132,982
(3,875)
79,314
239,855
$319,169

75,977
22,225
—
—
6,011
30,587
(12,401)
1,962

1,228
(40,248)
14,270
71,901
5,295
(73,236)
508,090

(64,311)
7,120
(360,439)
64,380
(5,065)
(358,315)

158,217
(138,225)
161,167
(131,994)
3,536,000
(3,826,500)
—
—
476,566
(2,226)
—
—
(117,400)
—
(119,607)
(6,011)
(54,593)
39,568
1,273
(23,765)
(2,018)
123,992
115,863
$239,855

See accompanying notes to Consolidated Financial Statements.

F-8

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

(1) Basis of Presentation
Hanesbrands Inc., a Maryland corporation (the “Company”), is a consumer goods company with a portfolio of leading apparel brands,
including Hanes, Champion, Maidenform, DIM, Playtex, Bali, JMS/Just My Size, Nur Die/Nur Der, L’eggs, Lovable, Wonderbra, Flexees,
Lilyette, Gear for Sports, Bonds, Berlei, Shock Absorber, Abanderado, Rinbros and Zorba. The Company designs, manufactures, sources
and sells a broad range of basic apparel such as T-shirts, bras, panties, men’s underwear, children’s underwear, activewear, socks
and hosiery.

During the third quarter of 2016, the Company began to separately report the results of its Dunlop Flooring and Tontine Pillow
businesses as discontinued operations in its Consolidated Statements of Income, and to present the related assets and liabilities
as held for sale in the Consolidated Balance Sheet. Unless otherwise noted, discussion within these notes to the consolidated
financial statements relates to continuing operations. See note “Discontinued Operations” for additional information on
discontinued operations.

The Company’s fiscal year ends on the Saturday closest to December 31. All references to “2016”, “2015” and “2014” relate
to the 52 week fiscal years ended on December 31, 2016 and January 2, 2016 and the 53 week fiscal year ended on January 3,
2015, respectively. Three subsidiaries of the Company close on the calendar month-end. As the Company’s fiscal year end is on
December 31, 2016, there is no difference in reporting of financial information for these subsidiaries in the 2016 fiscal year. The
difference in reporting of comparative financial information did not have a material impact on the Company’s financial condition,
results of operations or cash flows. A significant subsidiary of the Company, Hanes Holdings Lux S.à.r.l. (formerly named DBA Lux
Holding S.A.) (“Hanes Europe Innerwear”), had a 53 week fiscal year ended January 2, 2016 as a result of aligning Hanes Europe
Innerwear’s year end with the Company in the year after acquisition. The 53rd week of financial information for Hanes Europe
Innerwear did not have a material impact on the Company’s financial condition, results of operations or cash flows.

(2) Summary of Significant Accounting Policies
(a) Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.

(b) Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”)
requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, certain
financial statement disclosures at the date of the financial statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results may vary from these estimates.

(c) Foreign Currency Translation
Foreign currency-denominated assets and liabilities are translated into U.S. dollars at exchange rates existing at the respective
balance sheet dates. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of
accumulated other comprehensive loss (“AOCI”) within stockholders’ equity. The Company translates the results of operations of
its foreign operations at the average exchange rates during the respective periods. Gains and losses resulting from foreign currency
transactions are included in the “Selling, general and administrative expenses” line of the Consolidated Statements of Income.

(d) Sales Recognition and Incentives
The Company recognizes revenue when (i) there is persuasive evidence of an arrangement, (ii) the sales price is fixed or determinable,
(iii) title and the risks of ownership have been transferred to the customer and (iv) collection of the receivable is reasonably assured,
which occurs primarily upon shipment. The Company records a sales reduction for returns and allowances based upon historical
return experience. The Company earns royalty revenues through license agreements with manufacturers of other consumer products

HANESBRANDS INC.

F-9

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

that incorporate certain of the Company’s brands. The Company accrues revenue earned under these contracts based upon reported
sales from the licensee. The Company offers a variety of sales incentives to resellers and consumers of its products, and the policies
regarding the recognition and display of these incentives within the Consolidated Statements of Income are as follows:

Discounts, Coupons, and Rebates
The Company recognizes the cost of these incentives at the later of the date at which the related sale is recognized or the date at
which the incentive is offered. The cost of these incentives is estimated using a number of factors, including historical utilization and
redemption rates. All cash incentives of this type are included in the determination of net sales. The Company includes incentives
offered in the form of free products in the determination of cost of sales.

Volume-Based Incentives
These incentives typically involve rebates or refunds of cash that are redeemable only if the reseller completes a specified number of
sales transactions. Under these incentive programs, the Company estimates the anticipated rebate to be paid and allocates a portion of
the estimated cost of the rebate to each underlying sales transaction with the customer. The Company includes these amounts in the
determination of net sales.

Cooperative Advertising
Under these arrangements, the Company agrees to reimburse the reseller for a portion of the costs incurred by the reseller to advertise
and promote certain of the Company’s products. The Company recognizes the cost of cooperative advertising programs in the period
in which the advertising and promotional activity first takes place. The Company includes these amounts in the determination of net
sales.

Fixtures and Racks
Store fixtures and racks are periodically used by resellers to display Company products. The Company expenses the cost of these
fixtures and racks in the period in which they are delivered to the resellers. The Company includes the costs of fixtures and racks
incurred by resellers and charged back to the Company in the determination of net sales. Fixtures and racks purchased by the
Company and provided to resellers are included in selling, general and administrative expenses.

(e) Advertising Expense
Advertising costs, which include the development and production of advertising materials and the communication of these materials
through various forms of media, are expensed in the period the advertising first takes place. The Company recognized advertising
expense in the “Selling, general and administrative expenses” caption in the Consolidated Statements of Income of $168,701,
$181,956 and $183,333 in 2016, 2015 and 2014, respectively.

(f) Shipping and Handling Costs
Revenue received for shipping and handling costs is included in net sales and was $19,446, $19,710 and $22,903 in 2016, 2015
and 2014, respectively. Shipping costs, which comprise payments to third party shippers, and handling costs, which consist of
warehousing costs in the Company’s various distribution facilities, were $324,845, $332,678 and $295,280 in 2016, 2015 and
2014, respectively. The Company recognizes shipping, handling and distribution costs in the “Selling, general and administrative
expenses” line of the Consolidated Statements of Income.

F-10

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

(g) Catalog Expenses
The Company incurs expenses for printing catalogs for products to aid in the Company’s sales efforts. The Company initially records
these expenses as a prepaid item and charges it against selling, general and administrative expenses over time as the catalog is used.
Expenses are recognized at a rate that approximates historical experience with regard to the timing and amount of sales attributable to
a catalog distribution. The Company discontinued its’ catalog business during 2016.

(h) Research and Development
Research and development costs are expensed as incurred and are included in the “Selling, general and administrative expenses”
line of the Consolidated Statements of Income. Research and development includes expenditures for new product, technological
improvements for existing products and process innovation, which primarily consist of salaries, consulting and supplies attributable
to time spent on research and development activities. Additional costs include depreciation and maintenance for research and
development equipment and facilities. Research and development expense was $70,096, $62,324 and $63,268 in 2016, 2015 and
2014, respectively.

(i) Defined Contribution Benefit Plans
The Company sponsors 401(k) plans as well as other defined contribution benefit plans. Expense for these plans was $26,434,
$21,972 and $22,898 in 2016, 2015 and 2014, respectively.

(j) Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or less at the time of purchase are considered to be
cash equivalents.

(k) Accounts Receivable Valuation
Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts reflects the Company’s best estimate
of probable losses inherent in the accounts receivable portfolio determined on the basis of historical experience, aging of trade
receivables, specific allowances for known troubled accounts and other currently available information.

(l) Inventory Valuation
Inventories are stated at the estimated lower of cost or market. Cost is determined by the first-in, first-out, or “FIFO,” method for
inventories. Obsolete, damaged, and excess inventory is carried at the net realizable value, which is determined by assessing historical
recovery rates, current market conditions and future marketing and sales plans. Rebates, discounts and other cash consideration
received from a vendor related to inventory purchases are reflected as reductions in the cost of the related inventory item, and are
therefore reflected in cost of sales when the related inventory item is sold.

(m) Property
Property is stated at historical cost and depreciation expense is computed using the straight-line method over the estimated
useful lives of the assets. Machinery and equipment is depreciated over periods ranging from three to 15 years and buildings and
building improvements over periods of up to 40 years. A change in the depreciable life is treated as a change in accounting estimate
and the accelerated depreciation is accounted for in the period of change and future periods. Additions and improvements that
substantially extend the useful life of a particular asset and interest costs incurred during the construction period of major properties
are capitalized. Repairs and maintenance costs are expensed as incurred. Upon sale or disposition of an asset, the cost and related
accumulated depreciation are removed from the accounts.

HANESBRANDS INC.

F-11

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Property is tested for recoverability whenever events or changes in circumstances indicate that its carrying value may not be
recoverable. Such events include significant adverse changes in the business climate, several periods of operating or cash flow losses,
forecasted continuing losses or a current expectation that an asset or an asset group will be disposed of before the end of its useful life.
Recoverability of property is evaluated by a comparison of the carrying amount of an asset or asset group to future net undiscounted
cash flows expected to be generated by the asset or asset group. If these comparisons indicate that an asset is not recoverable, the
impairment loss recognized is the amount by which the carrying amount of the asset exceeds the estimated fair value. When an
impairment loss is recognized for assets to be held and used, the adjusted carrying amount of those assets is depreciated over its
remaining useful life. Restoration of a previously recognized impairment loss is not permitted under U.S. GAAP.

(n) Trademarks and Other Identifiable Intangible Assets
The primary identifiable intangible assets of the Company are trademarks, licensing agreements, customer and distributor
relationships and computer software. Identifiable intangible assets with finite lives are amortized and those with indefinite lives are
not amortized. The estimated useful life of a finite-lived intangible asset is based upon a number of factors, including the effects of
demand, competition, expected changes in distribution channels and the level of maintenance expenditures required to obtain future
cash flows. Trademarks with finite lives are being amortized over periods ranging from seven to 20 years, license agreements are
being amortized over periods ranging from three to 17 years, customer and distributor relationships are being amortized over periods
ranging from two to 15 years and computer software and other intangibles are being amortized over periods ranging from one to
seven years.

Identifiable intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used
in evaluating elements of property. Identifiable intangible assets not subject to amortization are assessed for impairment at least
annually, as of the first day of the third fiscal quarter, and as triggering events occur. The impairment test for identifiable intangible
assets not subject to amortization consists of comparing the fair value of the intangible asset to its carrying amount. If the carrying
value exceeds the fair value of the asset, an impairment loss is recognized in an amount equal to such excess. In assessing fair value,
management relies on a number of factors to discount anticipated future cash flows including operating results, business plans and
present value techniques. Rates used to discount cash flows are dependent upon interest rates and the cost of capital at a point in time.
There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of intangible
asset impairment.

The Company capitalizes internal software development costs incurred during the application development stage, which include the
actual costs to purchase software from vendors and generally include personnel and related costs for employees who were directly
associated with the enhancement and implementation of purchased computer software. Additions to computer software are included
in purchases of property, plant and equipment in the Consolidated Statements of Cash Flows.

(o) Goodwill
Goodwill is the amount by which the purchase price exceeds the fair value of the assets acquired and liabilities assumed in a business
combination. When a business combination is completed, the assets acquired and liabilities assumed are assigned to the reporting
unit or units of the Company given responsibility for managing, controlling and generating returns on these assets and liabilities. In
many instances, all of the acquired assets and assumed liabilities are assigned to a single reporting unit and in these cases all of the
goodwill is assigned to the same reporting unit. In those situations in which the acquired assets and liabilities are allocated to more
than one reporting unit, the goodwill to be assigned to each reporting unit is determined in a manner similar to how the amount of
goodwill recognized in a business combination is determined.

Goodwill is not amortized; however, it is assessed for impairment at least annually and as triggering events occur. The Company’s
annual measurement date is the first day of the third fiscal quarter. In evaluating the recoverability of goodwill, the Company
estimates the fair value of its reporting units and compares it to the carrying value. If the carrying value of the reporting unit exceeds
its fair value, the next step of the process involves comparing the implied fair value to the carrying value of the goodwill of that

F-12

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, an impairment
loss is recognized in an amount equal to such excess. No impairment of goodwill was identified as a result of the testing conducted
in 2016. In estimating the fair values of the reporting units, management relies on a number of factors to discount anticipated future
cash flows including operating results, business plans and present value techniques. Rates used to discount cash flows are dependent
upon interest rates and the cost of capital at a point in time. There are inherent uncertainties related to these factors and management’s
judgment in applying them to the analysis of goodwill impairment.

(p) Insurance Reserves
The Company is self-insured for property, workers’ compensation, medical and other casualty programs up to certain stop-loss limits.
Undiscounted liabilities for self-insured exposures are accrued at the present value of the expected aggregate losses below those limits
and are based on a number of assumptions, including historical trends, actuarial assumptions and economic conditions.

(q) Stock-Based Compensation
The Company established the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated), (the “Omnibus Incentive
Plan”) to award stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance
shares and cash to its employees, non-employee directors and employees of its subsidiaries to promote the interests of the Company,
incent performance and retention of employees. The Company recognizes the cost of employee services received in exchange for
awards of equity instruments based upon the grant date fair value of those awards.

(r) Income Taxes
Deferred taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using
tax rates in effect for the years in which the differences are expected to reverse. Given continuing losses in certain jurisdictions in
which the Company operates on a separate return basis, a valuation allowance has been established for the deferred tax assets in these
specific locations. The Company periodically estimates the probable tax obligations using historical experience in tax jurisdictions
and informed judgment. There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which
the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax
audits, as well as changes to, or further interpretations of, regulations. Income tax expense is adjusted in the period in which these
events occur, and these adjustments are included in the Company’s Consolidated Statements of Income. If such changes take place,
there is a risk that the Company’s effective tax rate may increase or decrease in any period. A company must recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position
are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

(s) Financial Instruments
The Company uses forward foreign exchange contracts to manage its exposures to movements in foreign exchange rates. The use of
these financial instruments modifies the Company’s exposure to these risks with the goal of reducing the risk or cost to the Company.
Depending on the nature of the underlying risk being hedged, these financial instruments are either designated as cash flow hedges or
are economic hedges against changes in the value of the hedged item and therefore not designated as hedges for accounting purposes.
The Company does not use derivatives for trading purposes and is not a party to leveraged derivative contracts.

On the date the derivative is entered into, the Company determines whether the derivative meets the criteria for cash flow hedge
accounting treatment or whether the financial instrument is serving as an economic hedge against changes in the value of the hedged
item and therefore is not designated as a hedge for accounting purposes. The accounting for changes in fair value of the derivative
instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship.

HANESBRANDS INC.

F-13

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The Company formally documents its hedge relationships, including identifying the hedging instruments and the hedged items, as
well as its risk management objectives and strategies for undertaking the hedge transaction. This process includes linking derivatives
that are designated as hedges of specific assets, liabilities, firm commitments or forecasted transactions. The Company also formally
assesses, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in cash flows of the hedged item. If it is determined that a derivative ceases to be a highly effective
hedge, or if the anticipated transaction is no longer likely to occur, the Company discontinues hedge accounting, and any deferred
gains or losses are recorded in the “Selling, general and administrative expenses” line of the Consolidated Statements of Income.

Derivatives are recorded in the Consolidated Balance Sheets at fair value and classified as current or noncurrent based on the
derivatives’ maturity dates. The fair value is based upon either market quotes for actively traded instruments or independent bids for
nonexchange traded instruments. Cash flows hedges are classified in the same category as the item being hedged, and cash flows from
derivative contracts not designated as hedges are classified as cash flows from operating activities in the Consolidated Statements of
Cash Flows.

The Company may be exposed to credit losses in the event of nonperformance by individual counterparties or the entire group of
counterparties to the Company’s derivative contracts. Risk of nonperformance by counterparties is mitigated by dealing with highly
rated counterparties and by diversifying across counterparties.

Cash Flow Hedges
The effective portion of the change in the fair value of a derivative that is designated as a cash flow hedge is recorded in the
“Accumulated other comprehensive loss” line of the Consolidated Balance Sheets. When the hedged item affects the income
statement, the gain or loss included in AOCI is reported on the same line in the Consolidated Statements of Income as the hedged
item. In addition, both the fair value of changes excluded from the Company’s effectiveness assessments and the ineffective portion of
the changes in the fair value of derivatives used as cash flow hedges are reported in the “Selling, general and administrative expenses”
line in the Consolidated Statements of Income.

Derivative Contracts Not Designated as Hedges
For derivative contracts not designated as hedges, changes in fair value are reported in the “Selling, general and administrative
expenses” line of the Consolidated Statements of Income. These contracts are recorded at fair value when the hedged item is recorded
as an asset or liability and then are revalued each accounting period.

(t) Assets and Liabilities Acquired in Business Combinations
Business combinations are accounted for using the purchase method, which requires the Company to allocate the cost of an acquired
business to the acquired assets and liabilities based on their estimated fair values at the acquisition date. The Company recognizes
the excess of an acquired business’ cost over the fair value of acquired assets and liabilities as goodwill. Fair values are determined
using the income approach based on market participant assumptions focusing on future cash flow projections and accepted
industry standards.

(u) Recently Issued Accounting Pronouncements

Going Concern
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40)”, which
requires an evaluation every reporting period, including interim periods, of whether there is substantial doubt about an entity’s
ability to continue as a going concern and provide certain footnote disclosures depending on the result of such evaluation. The new
rule was effective for the Company in the fourth quarter of 2016. The adoption of the new accounting rules did not have a material
impact on the Company’s financial condition, results of operations or cash flows.

F-14

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Debt Issuance Costs
In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest”, which require debt issuance costs to be presented
in the balance sheet as a direct deduction from the associated debt liability. The new rules were effective for the Company in the first
quarter of 2016. The impact of adopting the new accounting guidance on classification of debt issuance costs on the Company’s 2015
Consolidated Balance Sheet is a reduction in noncurrent assets and long-term debt of $21,450. In August 2015, the FASB issued ASU
2015-15, “Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs
Associated with Line-of-Credit Arrangements”. The guidance clarifies accounting for debt issuance costs related to line-of-credit
arrangements. The standard states that the FASB deems deferring debt issuance costs related to line-of-credit arrangements as an
asset and amortizing over the term of the agreement to be appropriate, which is consistent with the Company’s existing accounting
treatment for these costs.

Cloud Computing
In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. The
guidance provides clarification on whether a cloud computing arrangement includes a software license. If a software license is
included, the customer should account for the license consistent with its accounting for other software licenses. If a software license
is not included, the arrangement should be accounted for as a service contract. The new rules were effective for the Company in the
first quarter of 2016. The adoption of the new accounting rules did not have a material impact on the Company’s financial condition,
results of operations or cash flows.

Fair Value Measurement
In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820)”, which removes the requirement to categorize
within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient,
and requires separate disclosure of those investments instead. These disclosures were effective for the Company in the first quarter of
2016. The adoption of the new accounting rules did not have an impact on the Company’s financial condition, results of operations or
cash flows, however management adopted the related applicable disclosures. Refer to Note, “Fair Value of Assets and Liabilities”.

Measurement Period Adjustments
In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805)”, which simplify the accounting for
measurement period adjustments by eliminating the requirements to restate prior period financial statements for these adjustments.
The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods)
be recognized in the reporting period in which the adjustment is identified. The new standard, which should be applied prospectively
to measurement period adjustments that occur after the effective date, was effective for the Company in the first quarter of 2016. The
adoption of the new accounting rules did not have a material impact on the Company’s financial condition, results of operations or
cash flows.

Stock Compensation
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which requires
all excess tax benefits and deficiencies to be recognized in income as they occur. The new guidance also changes the cash flow
presentation of excess tax benefits, classifying them as operating inflows or outflows. The new rules are effective for the Company
in the first quarter of 2017. The Company elected to early adopt in the second quarter of 2016, with a retrospective effective date of
January 3, 2016. Periods prior to 2016 were not restated for the adoption of this accounting standard as the Company has adopted
this standard on a prospective basis beginning January 3, 2016. The adoption of the new accounting rules did not have a material
impact on the Company’s financial condition, results of operations or cash flows.

HANESBRANDS INC.

F-15

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Consolidation
In February 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-02, “Consolidation (Topic 810)”, an
update to their existing consolidation model, which changes the analysis a reporting entity must perform to determine whether
it should consolidate certain types of legal entities. The new rules were effective for the Company in the first quarter of 2016. The
adoption of the new accounting rules did not have a material impact on the Company’s financial condition, results of operations or
cash flows.

Inventory
In July 2015, the FASB issued ASU 2015-11, “Inventory: Simplifying the Measurement of Inventory”, which require inventory
to be recorded at the lower of cost or net realizable value. The new standard will be effective for the Company in the first quarter of
2017. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial
condition, results of operations or cash flows.

Revenue from Contracts with Customers
In August 2015, the FASB decided to delay effective dates for the new accounting rules related to revenue recognition for contracts
with customers by one year. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Principal
versus Agent Considerations)”, which clarifies revenue recognition when an agent, along with the entity, is involved in providing
a good or service to the customer. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers
(Identifying Performance Obligations and Licensing)”, which clarifies the principle for determining whether a good or service is
“separately identifiable” and, therefore, should be accounted for separately. In May 2016, the FASB issued ASU 2016-12, “Revenue
from Contracts with Customers (Narrow-Scope Improvements and Practical Expedients)”, which clarifies the objective of the
collectability criterion. A separate update issued in May 2016 clarifies the accounting for shipping and handling fees and costs as
well as accounting for consideration given by a vendor to a customer. The new standard will be effective for the Company in the first
quarter of 2018 with retrospective application required. The Company is currently in the process of evaluating the impact of adoption
of the new rules on the Company’s financial condition, results of operations and cash flows.

Lease Accounting
In February 2016, the FASB issued ASU 2016-02, “Leases”, which will require lessees to recognize a right-of-use asset and a lease
liability for all leases that are not short-term in nature. The new rules will be effective for the Company in the first quarter of 2019.
The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition,
results of operations and cash flows.

Hedge Accounting
In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations
on Existing Hedge Accounting Relationships”, which clarifies that a change in the counterparty to a derivative contract, in and of
itself, does not require the designation of a hedging relationship. The new standard, which can be adopted prospectively or on a
modified retrospective basis, is effective for the Company in the first quarter of 2018. The Company does not expect the adoption of
the new accounting rules to have a material impact on the Company’s financial condition, results of operations and cash flows. Also
in March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt
Instruments”, which clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment
of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the
amendments in this Update is required to assess the embedded call (put) options solely in accordance with the four-step decision
sequence. The new standard, which should be applied on a modified prospective basis, is effective for the Company in the first
quarter of 2017. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s
financial condition, results of operations and cash flows.

F-16

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts
and Cash Payments”. Issues addressed in the new guidance that are relevant to the Company include debt prepayment and
extinguishment costs, contingent consideration payments made after a business combination and beneficial interests in securitization
transactions. In addition, in November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted
Cash”. The amendment requires that amounts generally described as restricted cash and restricted cash equivalents should be
included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the
statement of cash flows. The new rules will be effective for the Company in the first quarter of 2018. The Company does not expect
the adoption of the new accounting rules to have a material impact on the Company’s cash flows.

Income Taxes
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than
Inventory”. The update eliminates the exception for an intra-entity transfer of an asset other than inventory, which aligns the
recognition of income tax consequences for inter-entity transfers of assets other than inventory by requiring the recognition of
current and deferred income taxes resulting from an intra-entity transfer of such an asset when the transfer occurs rather than when it
is sold to an external party. The new rules will be effective for the Company in the first quarter of 2018. The Company does not expect
the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations and
cash flows.

Definition of a Business
In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The
update provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group
of similar identifiable assets, the set is not a business. The new rules will be effective for the Company in the first quarter of 2018. The
Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition,
results of operations and cash flows.

Goodwill Impairment
In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill
Impairment”. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the
goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s
goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2020. The Company
does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of
operations and cash flows.

(v) Reclassifications
Certain prior year amounts in the Consolidated Balance Sheets and notes to the Consolidated Financial Statements, none of which
are material, have been reclassified to conform with the current year presentation. These classifications within the statements had no
impact on the Company’s results of operations.

HANESBRANDS INC.

F-17

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

(3) Acquisitions
Hanes Australasia
On July 14, 2016, the Company acquired 100% of the outstanding shares of Pacific Brands Limited (“Hanes Australasia”) for a total
purchase price of AUD$1,049,360 ($800,871). US dollar equivalents are based on acquisition date exchange rates. The Company
funded the acquisition through a combination of cash on hand, a portion of the net proceeds from the 3.5% Senior Notes issued in
June 2016 and borrowings under the Australian Term A-1 Loan Facility and the Australian Term A-2 Loan Facility.

Hanes Australasia contributed net revenues from continuing operations of $281,442 and pretax earnings of $33,146 (excluding
acquisition and integration related charges included in general corporate expenses of approximately $30,783) since the date of
acquisition. The results of Hanes Australasia have been included in the Company’s consolidated financial statements since the date of
acquisition and are reported as part of the International segment.

Hanes Australasia is a leading underwear and intimate apparel company in Australia with a portfolio of strong brands including
Bonds, Australia’s top brand of underwear, babywear and socks, and Berlei, a leading sports bra brand and leading seller of premium
bras in department stores. The Company believes the acquisition will create growth opportunities by adding to the Company’s
portfolio of leading innerwear brands supported by the Company’s global low-cost supply chain and manufacturing network. Factors
that contribute to the amount of goodwill recognized for the acquisition include the value of the existing work force and expected
cost savings by utilizing the Company’s low-cost supply chain and expected synergies with existing Company functions. Goodwill
associated with the acquisition is not tax deductible.

The Bonds, Sheridan, Explorer, Razza, Hestia and Voodoo trademarks and brand names, which management believes to have indefinite
lives, have been valued at $410,541. The perpetual license agreement associated with the Berlei brand has been valued at $38,160.
Amortizable intangible assets have been assigned values of $58,003 for distributor relationships, $3,206 for loyalty programs
and customer lists and $3,740 for net unfavorable leases and an unfavorable license agreement. Distributor relationships are being
amortized over 10 years. Loyalty programs, customer lists and net unfavorable leases are being amortized over 3 years.

Acquired assets included in current assets of discontinued operations, which are classified as held for sale, include the Dunlop Flooring
trademark, which has been valued at $12,364 and $3,511 for distributor relationships. Refer to Note, “Discontinued Operations” for
further discussion on these businesses.

F-18

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The allocation of purchase price is preliminary and subject to change. The primary areas of the purchase price allocation that are
not yet finalized are related to income taxes and residual goodwill. Accordingly, adjustments may be made to the values of the
assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances, which existed at the
acquisition date. The acquired assets and assumed liabilities at the date of acquisition (July 14, 2016) include the following:

Cash and cash equivalents

Accounts receivable, net

Inventories

Other current assets

Current assets of discontinued operations

Property, net

Trademarks and other identifiable intangibles

Deferred tax assets and other noncurrent assets

Total assets acquired

Accounts payable

Accrued liabilities and other

Current liabilities of discontinued operations

Long-term debt

Deferred tax liabilities and other noncurrent liabilities

Total liabilities assumed

Net assets acquired

Goodwill

Purchase price

$54,294

36,019

104,806

16,588

50,839

34,835

506,170

18,320

821,871

89,309

22,838

14,564

41,976

15,817

184,504

637,367

163,504

$800,871

Since July 14, 2016, goodwill decreased by $22,644 as a result of measurement period adjustments, primarily related to the valuation
adjustments for the Dunlop Flooring and Tontine Pillow businesses.

Champion Europe
On June 30, 2016, the Company acquired 100% of Champion Europe S.p.A. (“Champion Europe”), which owns the trademark for
the Champion brand in Europe, the Middle East and Africa, from certain individual shareholders in an all-cash transaction valued
at €220,751 ($245,554) enterprise value less working capital adjustments as defined in the purchase agreement, which includes
€40,700 ($45,277) in estimated contingent consideration. US dollar equivalents are based on acquisition date exchange rates. The
contingent consideration is included in the “Accrued liabilities” line in the accompanying Consolidated Balance Sheet and is based on
10 times Champion Europe’s expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the calendar
year 2016 and is payable in 2017. The Company funded the acquisition through a combination of cash on hand and borrowings under
the 3.5% Senior Notes issued in June 2016.

Champion Europe contributed net revenues of $103,838 and pretax earnings of $13,895 (excluding acquisition and integration
related charges included in general corporate expenses of approximately $10,972) since the date of acquisition. The results of
Champion Europe have been included in the Company’s consolidated financial statements since the date of acquisition and are
reported as part of the International segment.

HANESBRANDS INC.

F-19

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The Company believes combining the Champion business will create a unified platform to benefit from the global consumer growth
trend for active apparel. Factors that contribute to the amount of goodwill recognized for the acquisition include the value of the
existing work force and expected cost savings by utilizing the Company’s low-cost supply chain and expected synergies with existing
Company functions. Goodwill associated with the acquisition is not tax deductible.

The Champion trademark, which management believes to have an indefinite life, has been valued at $119,146. Amortizable
intangible assets have been assigned values of $15,463 for distributor relationships, $2,225 for license agreements and $1,557 for
unfavorable leases. Distributor relationships are being amortized over 10 years. License agreements and unfavorable leases are being
amortized over 3 years.

The allocation of purchase price is preliminary and subject to change. The primary areas of the purchase price allocation that are not
yet finalized are related to certain income taxes and residual goodwill. Accordingly, adjustments may be made to the values of the
assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances, which existed at the
acquisition date. The contingent consideration will be revalued each reporting period until paid in 2017. At December 31, 2016, the
value of the contingent consideration remains the same as at the acquisition date. The acquired assets, contingent consideration and
assumed liabilities at the date of acquisition (June 30, 2016) include the following:

Cash and cash equivalents

Trade accounts receivable, net

Inventories

Other current assets

Property, net

Trademarks and other identifiable intangibles

Deferred tax assets and other noncurrent assets

Total assets acquired

Accounts payable

Accrued liabilities and other (including contingent consideration)

Notes payable

Deferred tax liabilities and other noncurrent liabilities

Total liabilities assumed and contingent consideration

Net assets acquired

Goodwill

Initial consideration paid

Estimated contingent consideration

Total purchase price

$14,581

27,926

53,816

5,976

24,605

135,277

3,777

265,958

66,594

60,887

27,748

20,282

175,511

90,447

109,830

200,277

45,277

$245,554

Since June 30, 2016, goodwill increased by $1,665 as a result of measurement period adjustments primarily to working capital.

F-20

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Consolidated Pro Forma Results
Consolidated unaudited pro forma results of operations for the Company are presented below assuming that the 2016 acquisition of
Hanes Australasia and Champion Europe had occurred on January 4, 2015. Pro forma operating results for the year ended January 2,
2016 include expenses totaling $9,560, for acquisition-related adjustments primarily related to inventory and stock compensation.

Net sales

Net income from continuing operations

Earnings per share from continuing operations:

Basic

Diluted

Years Ended

December 31, 2016

January 2, 2016

$6,434,928

$6,480,153

617,261

437,849

$1.62

1.61

$1.09

1.08

Pro forma financial information is not necessarily indicative of the Company’s actual results of operations if the acquisitions had been
completed at the dates indicated, nor is it necessarily an indication of future operating results. Amounts do not include any operating
efficiencies or cost savings that the Company believes are achievable.

Knights Apparel
In April 2015, the Company completed the acquisition of Knights Holdco, Inc. (“Knights Apparel”), a leading seller of licensed
collegiate logo apparel primarily in the mass retail channel, from Merit Capital Partners in an all cash transaction valued at
approximately $192,888 on an enterprise value basis. The Company funded the acquisition with cash on hand and short-term
borrowings under its Revolving Loan Facility.

Since January 2, 2016, goodwill decreased by $3,551 as a result of measurement period adjustments to the acquired income tax
balances. The purchase price allocation was finalized in the first quarter of 2016.

Unaudited pro forma results of operations for the Company are presented below for year-to-date assuming that the 2015 acquisition
of Knights Apparel had occurred on December 29, 2013. Pro forma operating results for the year ended January 3, 2015 included
expenses totaling $5,652 for acquisition-related charges.

Net sales

Net income from continuing operations

Earnings per share from continuing operations:

Basic

Diluted

Years Ended

January 2, 2016

January 3, 2015

$5,753,706

$5,490,862

433,636

404,973

$1.08

1.07

$1.01

0.99

Pro forma financial information is not necessarily indicative of the Company’s actual results of operations if the acquisition has been
completed at the date indicated, nor is it necessarily an indication of future operating results. Amounts do not include any operating
efficiencies or cost savings that the Company believes are achievable.

HANESBRANDS INC.

F-21

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Hanes Europe Innerwear
In August 2014, MFB International Holdings S.a.r.l. (“MFB International Holdings”), a wholly owned subsidiary of the Company,
acquired DBA Lux Holding S.A. (“Hanes Europe Innerwear”) from SLB Brands Holdings, Ltd and certain individual Hanes Europe
Innerwear shareholders in an all-cash transaction equal to €400,000 enterprise value less net debt and working capital adjustments as
defined in the purchase agreement. Total purchase price at closing was €297,031 (approximately $391,861 based on acquisition date
exchange rates). The acquisition was financed through a combination of cash on hand and third party borrowings. The purchase price
allocation was finalized in the third quarter of 2015.

Unaudited pro forma results of operations for the Company are presented below assuming that the 2014 acquisition of Hanes Europe
Innerwear had occurred on December 30, 2012. Pro forma operating results for the year ended January 3, 2015 included a benefit
totaling $25,229 for acquisition-related charges.

Net sales

Net income from continuing operations

Earnings per share from continuing operations:

Basic

Diluted

Year Ended

January 3, 2015

$5,872,848

427,296

$1.06

1.05

Other Acquisitions
In September 2016, the Company completed two immaterial acquisitions of It’s Greek to Me, Inc. and GTM Retail, Inc. (“GTM”)
and Universo Sport S.p.A (“Universo”). The acquisitions will extend the Company’s domestic presence in the custom decorated
teamwear and fanwear apparel space into the high school channel and expand the Company’s retail platform in Italy, respectively.
Total consideration paid for both acquisitions totaled $24,441. The Company funded the acquisitions with cash on hand and short
term borrowing under the Revolving Loan Facility. In connection with these acquisitions, the Company recorded net working capital
of $9,461, goodwill of $7,034 and other net assets of $7,946. Due to the immaterial nature of these acquisitions, the Company has
not provided additional disclosures herein.

(4) Discontinued Operations
As part of the Company’s acquisition of Hanes Australasia, the Company acquired Pacific Brand’s legacy Dunlop Flooring and Tontine
Pillow businesses. The Company has concluded that these businesses are not a strategic fit, and therefore, the decision was made
to divest the businesses. On December 15, 2016, the Company entered into two definitive agreements to sell the Dunlop Flooring
business for AUD$34,000 to Victoria PLC and the Tontine Pillow business for AUD$14,000 to John Cotton Group. On February 1,
2017, the Company completed the sale of the Dunlop Flooring business, resulting in an insignificant pre-tax gain. The sale of the
Tontine Pillow business is expected to close in the first quarter of 2017, pending customary closing conditions. The Company expects
the gain or loss as a result of the Tontine Pillow transaction to be insignificant. As of December 31, 2016, these two businesses have
been classified as assets held for sale and qualify for discontinued operations upon the acquisition date. Therefore, the operating
results and related assets and liabilities have been classified as discontinued operations in the Company’s consolidated financial
statements. Discontinued operations does not include any allocation of corporate overhead expense or interest expense.

F-22

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to these
businesses that will be eliminated from ongoing operations. The key components from discontinued operations related to the Dunlop
Flooring and Tontine Pillow businesses were as follows:

Year Ended

December 31, 2016

Net sales

Cost of sales

Gross profit

Selling, general and administrative expenses

Operating profit

Other expenses

Income from discontinued operations before income tax expense

Income tax expense

Net income from discontinued operations, net of tax

Preliminary assets and liabilities of discontinued operations classified as held for sale in the consolidated balance sheet as of
December 31, 2016 consist of the following:

Trade accounts receivable, net

Inventories

Property, net

Trademarks and other identifiable intangibles, net

Goodwill

Accounts payable and accrued liabilities

Net other assets and liabilities

Net assets of discontinued operations

$34,698

22,554

12,144

8,632

3,512

1,106

2,406

(49)

$2,455

$10,139

10,691

3,630

14,929

10,479

(8,257)

(5,180)

$36,431

For the year ended December 31, 2016, there were no material amounts of depreciation, amortization, capital expenditures, or
significant operating or investing non-cash items related to discontinued operations.

Earnings Per Share

(5)
Basic earnings per share (“EPS”) was computed by dividing net income by the number of weighted average shares of common stock
outstanding during the period. Diluted EPS was calculated to give effect to all potentially dilutive shares of common stock using the
treasury stock method. In 2015, the Company implemented a four-for-one stock split on the Company’s common stock in the form
of a 300% stock dividend.

HANESBRANDS INC.

F-23

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The reconciliation of basic to diluted weighted average shares outstanding is as follows:

Basic weighted average shares outstanding

Effect of potentially dilutive securities:

Stock options

Restricted stock units

Employee stock purchase plan and other

Diluted weighted average shares outstanding

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

381,782

399,891

402,300

1,983

756

2,719

1,009

4,452

1,292

—

384,566

403,659

408,044

Restricted stock units totaling 303, 348 and 376 units were excluded from the diluted earnings per share calculation because their
effect would be anti-dilutive for 2016, 2015, and 2014, respectively. In 2016, 2015 and 2014, there were no anti-dilutive options to
purchase shares of common stock.

Stock-Based Compensation

(6)
The Company established the Omnibus Incentive Plan to award stock options, stock appreciation rights, restricted stock, restricted
stock units, deferred stock units, performance shares and cash to its employees, non-employee directors and employees of its
subsidiaries to promote the interests of the Company, incent performance and retention of employees.

Stock Options
The exercise price of each stock option equals the closing market price of the Company’s stock on the date of grant. Options granted
vest ratably over three years and can be exercised over a term of 10 years. The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model. There were no options granted during any of the periods presented.

A summary of the changes in stock options outstanding to the Company’s employees under the Omnibus Incentive Plan is
presented below:

Weighted-
Average
Exercise
Price

Aggregate
Intrinsic
Value

Weighted-
Average
Remaining
Contractual
Term
(Years)

$5.53

$131,219

4.31

4.82

5.59

$5.92

$158,469

3.40

6.10

$5.62

$65,531

2.88

5.90

$5.56

$36,438

2.20

11,112

(3,800)

(20)

7,292

(4,540)

2,752

(477)

2,275

Options outstanding at December 28, 2013

Exercised

Forfeited

Options outstanding at January 3, 2015

Exercised

Options outstanding at January 2, 2016

Exercised

Options outstanding and exercisable at December 31, 2016

F-24

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The total intrinsic value of options that were exercised during 2016, 2015 and 2014 was $7,465, $105,899 and
$86,843 respectively.

Stock Unit Awards
Restricted stock units (RSUs) of the Company’s stock are granted to certain Company non-employee directors and employees to
incent performance and retention over periods of one to four years, respectively. Upon vesting, the RSUs are converted into shares
of the Company’s common stock on a one-for-one basis and issued to the grantees. Some RSUs which have been granted under the
Omnibus Incentive Plan vest upon continued future service to the Company, while others also have a performanced-based vesting
feature. The cost of these awards is determined using the fair value of the shares on the date of grant, and compensation expense is
recognized over the period during which the grantees provide the requisite service to the Company. A summary of the changes in the
restricted stock unit awards outstanding under the Omnibus Incentive Plan is presented below:

Nonvested share units outstanding at December 28, 2013

Granted — non-performanced based

Granted — performanced based

Vested

Forfeited

Nonvested share units outstanding at January 3, 2015

Granted — non-performanced based

Granted — performanced based

Vested

Forfeited

Nonvested share units outstanding at January 2, 2016

Granted — non-performanced based

Granted — performanced based

Vested

Forfeited

Weighted-
Average
Grant
Date Fair
Value

Aggregate
Intrinsic
Value

Weighted-
Average
Remaining
Contractual
Term
(Years)

$10.06

$82,742

1.79

27.26

17.04

7.54

9.37

$16.12

$94,521

1.71

31.06

23.50

11.45

16.87

$23.99

$83,381

1.78

23.44

23.64

19.47

23.38

4,772

490

871

(2,366)

(349)

3,418

516

828

(1,816)

(113)

2,833

748

511

(1,525)

(47)

Nonvested share units outstanding at December 31, 2016

2,520

$26.46

$54,356

2.11

The total fair value of shares vested during 2016, 2015 and 2014 was $29,705, $20,784 and $17,831, respectively. Certain
participants elected to defer receipt of shares earned upon vesting.

In addition to granting RSUs that vest solely upon continued future service to the Company, the Company also grants performanced-
based restricted stock units where the number of shares of the Company’s common stock that will be received upon vesting range
from 0% to 200% of the number of units granted based on the Company’s achievement of certain performance metrics. These
performanced-based stock awards, which are included in the table above, represent awards that are earned based on future performance
and service. As reported in the above table, the number of performanced-based restricted stock units granted each year represents the
initial units granted on the date of grant plus any additional units that were earned based on the final achievement of the respective
performance thresholds.

HANESBRANDS INC.

F-25

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

For all share-based payments under the Omnibus Incentive Plan, during 2016, 2015 and 2014, the Company recognized total
compensation expense of $30,617, $29,154 and $30,230 and recognized a deferred tax benefit of $11,754, $11,382 and
$11,757, respectively.

At December 31, 2016, there was $11,027 of total unrecognized compensation cost related to non-vested stock-based compensation
arrangements, of which $7,414, $2,678, and $935 is expected to be recognized in 2017, 2018, and 2019, respectively. The Company
satisfies the requirement for common shares for share-based payments to employees pursuant to the Omnibus Incentive Plan by
issuing newly authorized shares. The Omnibus Incentive Plan authorized 63,220 shares for awards of stock options and restricted
stock units, of which 10,677 were available for future grants as of December 31, 2016.

(7) Trade Accounts Receivable
Allowances for Trade Accounts Receivable
The changes in the Company’s allowance for doubtful accounts and allowance for chargebacks and other deductions are as follows:

Balance at December 28, 2013

Charged to expenses

Deductions and write-offs

Balance at January 3, 2015

Charged to expenses

Deductions and write-offs

Balance at January 2, 2016

Charged to expenses

Deductions and write-offs

Balance at December 31, 2016

Allowance for
Doubtful
Accounts

Allowance for
Chargebacks
and Other
Deductions

Total

$5,286

7,230

(4,399)

$8,117

4,656

(9,024)

$3,749

3,650

(741)

$6,658

$8,050

$13,336

18,159

25,389

(17,470)

(21,869)

$8,739

$16,856

8,675

13,331

(8,063)

(17,087)

$9,351

$13,100

42,566

46,216

(17,103)

(17,844)

$34,814

$41,472

Charges to the allowance for doubtful accounts are reflected in the “Selling, general and administrative expenses” line and charges to
the allowance for customer chargebacks and other customer deductions are primarily reflected as a reduction in the “Net sales” line of
the Consolidated Statements of Income. Deductions and write-offs, which do not increase or decrease income, represent write-offs of
previously reserved accounts receivable and allowed customer chargebacks and deductions against gross accounts receivable.

Sales of Accounts Receivable
The Company has entered into agreements to sell selected trade accounts receivable to financial institutions. After the sale, the
Company does not retain any interests in the receivables and the applicable financial institution services and collects these accounts
receivable directly from the customer. Net proceeds of these accounts receivable sale programs are recognized in the Consolidated
Statements of Cash Flows as part of operating cash flows. The Company recognized funding fees of $4,497, $2,452 and $2,599
in 2016, 2015 and 2014, respectively, for sales of accounts receivable to financial institutions in the “Other expenses” line in the
Consolidated Statements of Income.

F-26

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Inventories

(8)
Inventories consisted of the following:

Raw materials

Work in process

Finished goods

Property, Net
(9)
Property is summarized as follows:

Land

Buildings and improvements

Machinery and equipment

Construction in progress

Capital leases

Less accumulated depreciation

Property, net

December 31, 2016

January 2, 2016

$131,228

185,066

$173,336

200,836

1,524,271

1,440,430

$1,840,565

$1,814,602

December 31, 2016

January 2, 2016

$43,731

566,819

977,312

49,887

4,761

$43,892

535,898

927,999

42,127

3,205

1,642,510

1,553,121

950,046

$692,464

902,659

$650,462

(10) Notes Payable
The Company had short-term revolving facilities in the following locations at December 31, 2016 and January 2, 2016:

Europe

El Salvador

Philippines

Australia

Interest
Rate as of
December 31,
2016

Principal Amount

December 31,
2016

January 2,
2016

Various

$54,772

$86,080

—%

5.81%

4.50%

—

30,000

1,265

359

1,341

364

$56,396

$117,785

As of December 31, 2016 and January 2, 2016, the Company had total borrowing availability of $80,210 and $110,264, respectively,
under its international notes payable facilities. Total interest paid on notes payable was $1,103, $716 and $672 in 2016, 2015 and 2014,
respectively. The Company was in compliance with the financial covenants contained in each of the facilities at December 31, 2016.

HANESBRANDS INC.

F-27

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

(11) Debt
The Company had the following debt at December 31, 2016 and January 2, 2016:

Senior Secured Credit Facility:

Revolving Loan Facility

Euro Term Loan

Term Loan A

Term Loan B

Australian Term A-1

Australian Term A-2

4.875% Senior Notes

4.625% Senior Notes

3.5% Senior Notes

6.375% Senior Notes

European Revolving Loan Facility

Accounts Receivable Securitization Facility

Other International Debt

Less long-term debt issuance cost

Less current maturities

Interest
Rate as of
December 31,
2016

Principal Amount

December 31,
2016

January 2,

2016 Maturity Date

—%

2.47%

3.27%

3.28%

3.58%

4.88%

4.63%

3.50%

—%

1.50%

1.54%

Various

$—

—

655,469

318,625

143,544

900,000

520,617

$63,500

April 2020

113,098

August 2021

705,313

April 2020

421,813

April 2022

— July 2019

— July 2021

— May 2026

— May 2024

— June 2024

—

1,000,000

December 2020

62,474

44,521

43,789

— September 2017

195,163 March 2017

8,094

Various

3,732,583

2,506,981

46,534

21,450

178,364

252,819

$3,507,685

$2,232,712

The Company’s primary financing arrangements are the senior secured credit facility (the “Senior Secured Credit Facility”), 4.875%
senior notes (the “4.875% Senior Notes”), 4.625% senior notes (the “4.625% Senior Notes”), 3.5% senior notes (the “3.5% Senior
Notes”), the Accounts Receivable Securitization Facility and the European Revolving Loan Facility. The outstanding balances
at December 31, 2016 are reported in the “Current portion of long-term debt”, “Long-term debt” and “Accounts Receivable
Securitization Facility” lines of the Consolidated Balance Sheets.

Total cash paid for interest related to debt in 2016, 2015 and 2014 was $130,603, $106,231 and $85,512, respectively.

Senior Notes Refinancing
In 2016, the Company refinanced its debt structure to reduce interest rates, increase borrowing capacity, increase the proportion of
fixed rate debt and to help fund the acquisitions of Champion Europe and Hanes Australasia. The refinancing consisted of: (i) issuing
$900,000 aggregate principal amount of the 4.875% Senior Notes due 2026, $900,000 aggregate principal amount of the 4.625%
Senior Notes due 2024, and €500,000 aggregate principal amount of the 3.5% Senior Notes due 2024; (ii) redeeming in full the
Company’s 6.375% Senior Notes due 2020; and (iii) repaying a portion of the indebtedness outstanding under the Revolving
Loan Facility.

The refinancing activity resulted in the incurrence of $39,523 in capitalized debt issuance costs for the new Senior Notes. Debt
issuance costs are amortized to interest expense over the respective lives of the debt instruments, which range from eight to 10 years.

F-28

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The Company recognizes charges in the “Other expenses” line of the Consolidated Statements of Income for fees incurred in
financing transactions such as refinancing and amendments and for write-offs incurred in the early extinguishment of debt. In 2016,
the Company recognized charges of $47,291 for the call premium and write-off of unamortized debt costs related to the redemption
of the 6.375% Senior Notes.

4.875% Senior Notes and 4.625% Senior Notes
On May 6, 2016, the Company issued $900,000 aggregate principal amount of 4.875% Senior Notes and $900,000 aggregate
principal amount of 4.625% Senior Notes (collectively, the “USD Senior Notes”), with interest payable on May 15 and November 15
of each year. The 4.875% Senior Notes will mature on May 15, 2026 and the 4.625% Senior Notes will mature on May 15, 2024.
The sale of the USD Senior Notes resulted in collective net proceeds from the sale of approximately $1,773,000, which were used
to repay all outstanding borrowings under the 6.375% Senior Notes and reduce the outstanding borrowings under the Revolving
Loan Facility.

On or after February 15, 2026, in the case of the 4.875% Senior Notes, and February 15, 2024, in the case of the 4.625% Senior
Notes, the Company may redeem all or a portion of such notes at a price equal to 100% of the principal amount, plus any accrued and
unpaid interest.

The USD Senior Notes are the senior unsecured obligations of the Company and are fully and unconditionally guaranteed, subject
to certain exceptions, by substantially all of the Company’s current domestic subsidiaries. The indenture governing the USD Senior
Notes limits the ability of the Company and its subsidiaries to incur liens, enter into certain sale and leaseback transactions and
consolidate, merge or sell all or substantially all of their assets. The indenture also contains customary events of default which include
(subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other
agreements in such indenture; failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain
guarantees to be enforceable; and certain events of bankruptcy or insolvency.

The USD Senior Notes were issued in a transaction exempt from registration under the Securities Act and do not require disclosure of
separate financial information for the guarantor subsidiaries.

3.5% Senior Notes
On June 3, 2016, the Company issued €500,000 aggregate principal amount of 3.5% Senior Notes, with interest payable on
June 15 and December 15 of each year. The Notes will mature on June 15, 2024. The sale of the notes resulted in net proceeds of
approximately €492,500, which were used to help fund the acquisition of Champion Europe and Hanes Australasia.

On or after March 15, 2024, the Company may redeem all or a portion of the 3.5% Senior Notes at a price equal to 100% of the
principal amount, plus any accrued and unpaid interest. The Company may also redeem all, but not less than all, of the notes upon the
occurrence of certain changes in applicable tax law.

The 3.5% Senior Notes are the senior unsecured obligations of the Company and are fully and unconditionally guaranteed, subject to
certain exceptions, by the Company and certain of its subsidiaries that guarantee the Company’s Euro Term Loan facility, which was
paid in full in August 2016, under the Company’s Senior Secured Credit Facility. The indenture governing the 3.5% Senior Notes
limits the ability of the Company and each of the guarantors of the Notes (including the Company) to incur certain liens, enter into
certain sale and leaseback transactions and consolidate, merge or sell all or substantially all of their assets. The indenture also contains
customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment
of principal or interest; breach of other agreements in the indenture; failure to pay certain other indebtedness; certain events of
bankruptcy, insolvency or reorganization; failure to pay certain final judgments; and failure of certain guarantees to be enforceable.

HANESBRANDS INC.

F-29

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The 3.5% Senior Notes were issued in a transaction exempt from registration under the Securities Act and do not require disclosure of
separate financial information for the guarantor subsidiaries.

Senior Secured Credit Facility
On April 29, 2015, the Company refinanced its senior secured credit facility (the “Senior Secured Credit Facility”) to extend the
maturity date of the revolving loan facility (the “Revolving Loan Facility”) to April 2020 and reduce the maximum borrowing
capacity from $1,100,000 to $1,000,000, re-price the Revolving Loan Facility at favorable rates, and add an additional $850,000
in term loan borrowings ($425,000 for a new Term Loan A and $425,000 for a new Term Loan B). The Company incurred $10,900
in fees related to this refinancing. The proceeds of the Term Loan A and the Term Loan B were used to refinance existing revolving
borrowings under the prior senior secured credit facility, pay fees and expenses in connection with the closing of the Senior Secured
Credit Facility and for general corporate purposes. Proceeds of the Revolving Loan Facility are used for general corporate purposes
and working capital needs. On October 23, 2015, the Company amended the Senior Secured Credit Facility to increase the principal
amount of the Term Loan A by an additional $300,000. The Company incurred $1,603 in fees related to this refinancing.

All borrowings under the Revolving Loan Facility must be repaid in full upon maturity.

Outstanding borrowings under the Term Loan A are repayable in equal quarterly installments in the following annual percentages,
with the remainder of the outstanding principal to be repaid at maturity: year one, 5.0%; year two, 7.5%; years three and four, 10.0%;
and year five, 15.0%.

Outstanding borrowings under the Term Loan B are repayable in 0.25% quarterly installments, with the remainder of the outstanding
principal to be repaid at maturity. If the Term Loan B is repriced or refinanced on or prior to the twelve month anniversary of its
funding and as a result of such repricing or refinancing the effective interest rate of the Term Loan B decreases, the Company shall
be required to pay a prepayment fee equal to 1.0% of the aggregate principal amount of the Term Loan B subject to such repricing
or refinancing.

A portion of the Revolving Loan Facility is available for the issuances of letters of credit and the making of swingline loans, and any
such issuance of letters of credit or making of a swingline loan will reduce the amount available under the Revolving Loan Facility. At
the Company’s option, it may add one or more term loan facilities or increase the commitments under the Revolving Loan Facility so
long as certain conditions are satisfied, including, among others, that no default or event of default is in existence, that the Company
is in pro forma compliance with the financial covenants described below and that the Company’s senior secured leverage ratio is
less than 3.00 to 1 on a pro forma basis after giving effect to the incurrence of such indebtedness. As of December 31, 2016, the
Company had $5,914 of standby and trade letters of credit issued and outstanding under the Revolving Loan Facility and $994,086 of
borrowing availability.

The Senior Secured Credit Facility is guaranteed by substantially all of the Company’s existing and future direct and indirect U.S.
subsidiaries, with certain customary or agreed-upon exceptions for foreign subsidiaries and certain other subsidiaries. The Company
and each of the guarantors under the Senior Secured Credit Facility have granted the lenders under the Senior Secured Credit Facility
a valid and perfected first priority (subject to certain customary exceptions) lien and security interest in the following:

•

the equity interests of substantially all of the Company’s direct and indirect U.S. subsidiaries (other than U.S. subsidiaries
directly or indirectly owned by foreign subsidiaries) and 65% of the voting securities of certain first tier foreign subsidiaries; and
substantially all present and future property and assets, real and personal, tangible and intangible, of the Company and each
guarantor, except for certain enumerated interests, and all proceeds and products of such property and assets.

F-30

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Additionally, the Euro Term Loan was guaranteed by substantially all of the Company’s subsidiary MFB International Holdings S.à
r.l.’s (“MFB International Holdings”) existing and future direct and indirect subsidiaries, with certain customary or agreed-upon
exceptions for certain subsidiaries and secured by a pledge of 100% of the equity interests of MFB International Holdings and its direct
subsidiaries, 100% of the equity interests owned by any subsidiary of MFB International Holdings that is domiciled in Luxembourg
and substantially all present and future property and assets, real and personal, tangible and intangible, of each Luxembourg domiciled
guarantor, except for certain enumerated interests, and all proceeds and products of such property and assets.

The Term Loan A, the Term Loan B and the Company’s former Euro Term Loan require the Company and its subsidiary MFB
International Holdings, as applicable, to prepay any outstanding Term Loans in connection with (i) the incurrence of certain
indebtedness and (ii) non-ordinary course asset sales or other dispositions (including as a result of casualty or condemnation) that
exceed certain thresholds in any period of twelve-consecutive months, with customary reinvestment provisions. The Term Loan B
and the former Euro Term Loan also require the Company and MFB International Holdings, as applicable, to prepay any outstanding
Term Loans under the Term Loan B and the former Euro Term Loan in connection with excess cash flow, which percentage will be
based upon the Company’s leverage ratio during the relevant fiscal period. All such prepayments will be made on a pro rata basis
under each of the applicable Term Loans that are subject to such prepayments.

At the Company’s option, borrowings under the Revolving Loan Facility, the Term Loan A and the Term Loan B bear interest based on
the LIBOR rate or the “base rate” plus, in each case, an applicable margin. The applicable margin for the Revolving Loan Facility and
the Term Loan A is determined by reference to a leverage-based pricing grid set forth in the Senior Secured Credit Facility, ranging
from a maximum of 2.00% in the case of LIBOR-based loans and 1.00% in the case of Base Rate loans if the Company’s leverage ratio
is greater than or equal to 4.00 to 1.00, and will step down in 0.25% increments to a minimum of 1.25% in the case of LIBOR-based
loans and 0.25% in the case of Base Rate loans if the Company’s leverage ratio is less than 2.50 to 1.00. The applicable margin under
the Term Loan B is 2.50% in the case of LIBOR-based loans and 1.50% in the case of Base Rate loans.

The Senior Secured Credit Facility requires the Company to comply with customary affirmative, negative and financial covenants.
The Senior Secured Credit Facility requires that the Company maintain a minimum interest coverage ratio and a maximum total
debt to EBITDA (earnings before income interest, income taxes, depreciation expense and amortization, as computed pursuant to
the Senior Secured Credit Facility), or leverage ratio. The interest coverage ratio covenant requires that the ratio of the Company’s
EBITDA for the preceding four fiscal quarters to its consolidated total interest expense for such period shall not be less than
3.00 to 1.00 for each fiscal quarter. The leverage ratio covenant requires that the ratio of the Company’s total debt to EBITDA for
the preceding four fiscal quarters will not be more than 4.00 to 1.00 for each fiscal quarter provided that, following a permitted
acquisition in which the consideration is at least $200,000, such maximum leverage ratio covenant shall be increased to 4.50 to 1.00
for each fiscal quarter ending in the succeeding 12-month period following such permitted acquisition. The method of calculating all
of the components used in the covenants is included in the Senior Secured Credit Facility.

In addition, the commitment fee for the unused portion of revolving loan commitments made by the Lenders is between 25 and 35
basis points based on the applicable commitment fee margin in effect from time to time. When the Leverage Ratio (as defined in the
Senior Secured Credit Facility) is greater than or equal to 4.00 to 1.00, the commitment fee margin is 0.350%. When the Leverage
Ratio is less than 4.00 to 1.00 but greater than or equal to 3.25 to 1.00, the applicable commitment fee margin is 0.300%. When the
Leverage Ratio is less than 3.25 to 1.00, the applicable commitment fee margin is 0.250%.

The Senior Secured Credit Facility contains customary events of default, including nonpayment of principal when due; nonpayment
of interest, fees or other amounts after stated grace period; material inaccuracy of representations and warranties; violations of
covenants; certain bankruptcies and liquidations; any cross-default to material indebtedness; certain material judgments; certain
events related to the ERISA, actual or asserted invalidity of any guarantee, security document or subordination provision or non-
perfection of security interest, and a change in control (as defined in the Senior Secured Credit Facility). As of December 31, 2016 the
Company was in compliance with all financial covenants.

HANESBRANDS INC.

F-31

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

6.375% Senior Notes
On November 9, 2010, the Company issued $1,000,000 aggregate principal amount of the 6.375% Senior Notes. The 6.375%
Senior Notes were senior unsecured obligations that ranked equal in right of payment with all of the Company’s existing and future
unsubordinated indebtedness. The 6.375% Senior Notes bore interest at an annual rate equal to 6.375%. Interest was payable
on the 6.375% Senior Notes on June 15 and December 15 of each year. The 6.375% Senior Notes were scheduled to mature on
December 15, 2020. The net proceeds from the sale of the 6.375% Senior Notes were approximately $979,000. The net proceeds
were used to repay all outstanding borrowings under another loan facility, reduce the outstanding borrowings under the Revolving
Loan Facility and to pay fees and expenses relating to these transactions. The 6.375% Senior Notes were guaranteed by substantially
all of the Company’s domestic subsidiaries.

The indenture governing the 6.375% Senior Notes contained customary events of default which included (subject in certain cases to
customary grace and cure periods), among others, nonpayment of principal or interest; breach of other agreements in such indenture;
failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain guarantees to be enforceable; and
certain events of bankruptcy or insolvency.

During 2016, the Company redeemed these notes in full.

Accounts Receivable Securitization Facility
The Accounts Receivable Securitization Facility provides for up to $275,000 in funding accounted for as a secured borrowing,
limited to the availability of eligible receivables, and is secured by certain domestic trade receivables. Under the terms of the
Accounts Receivable Securitization Facility, the Company and certain of its subsidiaries sell, on a revolving basis, certain domestic
trade receivables to HBI Receivables LLC (“Receivables LLC”), a wholly owned bankruptcy-remote subsidiary that in turn uses the
trade receivables to secure the borrowings, which are funded through conduits and financial institutions that are not affiliated with
the Company. The commitments of any conduits party to the Accounts Receivable Securitization Facility are funded through the
issuance of commercial paper in the short-term market or through committed bank purchasers if the conduits fail to fund. The assets
and liabilities of Receivables LLC are fully reflected on the Consolidated Balance Sheet, and the securitization is treated as a secured
borrowing for accounting purposes, but the assets of Receivables LLC will be used first to satisfy the creditors of Receivables LLC, not
the Company’s creditors. The borrowings under the Accounts Receivable Securitization Facility remain outstanding throughout the
term of the agreement subject to the Company maintaining sufficient eligible receivables, by continuing to sell trade receivables to
Receivables LLC, unless an event of default occurs. In March 2016, the Company amended the Accounts Receivable Securitization
Facility to extend the termination date to March 2017 and changed the borrowing capacity from a fixed capacity to a varying limit
throughout the year, in order to minimize fees for the Company’s unused portion of the facility.

Availability of funding under the Accounts Receivable Securitization Facility depends primarily upon the eligible outstanding
receivables balance. The outstanding balance under the Accounts Receivable Securitization Facility is reported on the Consolidated
Balance Sheet in the line “Accounts Receivable Securitization Facility.” In the case of any creditors party to the Accounts Receivable
Securitization Facility that are conduits, unless the conduits fail to fund, the yield on the commercial paper, which is the conduits’
cost to issue the commercial paper plus certain dealer fees, is considered a financing cost and is included in interest expense on the
Consolidated Statement of Income. If the conduits fail to fund, the Accounts Receivable Securitization Facility would be funded
through committed bank purchasers, and the interest rate would be payable at the Company’s option at the rate announced from time
to time by HSBC Bank USA, N.A. as its prime rate or at the LIBO Rate (as defined in the Accounts Receivable Securitization Facility)
plus the applicable margin in effect from time to time. In the case of borrowings from any other creditors party to the Accounts
Receivable Securitization Facility that are not conduits or their related committed bank purchasers, the interest rate is payable at the
LIBO Rate (as defined in the Accounts Receivable Securitization Facility) or, if this rate is unavailable or otherwise does not accurately
reflect the costs to these creditors related to the borrowings, the prime rate. These amounts are also considered financing costs and are

F-32

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

included in interest expense on the Consolidated Statement of Income. In addition, HBI Receivables LLC is required to make certain
payments to a conduit purchaser, a committed purchaser, or certain entities that provide funding to or are affiliated with them, in
the event that assets and liabilities of a conduit purchaser are consolidated for financial and/or regulatory accounting purposes with
certain other entities.

The Accounts Receivable Securitization Facility contains customary events of default and requires the Company to maintain the same
interest coverage ratio and leverage ratio contained from time to time in the Senior Secured Credit Facility, provided that any changes
to such covenants will only be applicable for purposes of the Accounts Receivable Securitization Facility if approved by the Managing
Agents or their affiliates. As of December 31, 2016, the Company was in compliance with all financial covenants.

The total amount of receivables used as collateral for the credit facility was $353,361 at December 31, 2016 and is reported on the
Company’s Consolidated Balance Sheet in “Trade accounts receivable, net.”

Australian Term A-1, Australian Term A-2, and Australian Revolver
On July 4, 2016, the Company established a floating rate AUD$200,000 Australian Term A-1 Loan Facility (the “Australian Term
A-1”) with interest payable every three or six months. At December 31, 2016, the effective interest rate on the Australian Term A-1
was 3.28%. The Australian Term A-1 matures on July 7, 2019. In addition, on July 4, 2016 the Company established a floating rate
AUD$200,000 Australian Term A-2 Loan Facility (the “Australian Term A-2”) with interest payable every three or six months. At
December 31, 2016, the effective interest rate on the Australian Term A-2 was 3.58%. The Australian Term A-2 matures on July 7,
2021. On July 15, 2016 the Company established the Australian Revolving Facility (the “Australian Revolver”) in the amount of
AUD$65,000 with interest payable at a variable rate. The Australian Revolver will mature on July 15, 2021. The Australian Term
A-1, Australian Term A-2 and Australian Revolver interest rates are based on the Bank Bill Swap Bid Rate (“BBSY”) plus an applicable
margin which is driven by the Company’s debt rating.

The Australian Term A-1 and the Australian Term A-2 were issued to help fund the Hanes Australasia acquisition while the Revolver
will be utilized for future working capital requirements. The Australian Term A-1, Australian Term A-2, and Australian Revolver
were established under the Company’s Syndicated Facility, a joinder to the Company’s Senior Secured Credit Facility.

The Syndicated Facility Agreement requires the Company to prepay any outstanding Term Loans in connection with (i) the
incurrence of certain indebtedness and (ii) non-ordinary course asset sales or other dispositions (including as a result of casualty or
condemnation) that exceed certain thresholds in any period of twelve-consecutive months, with customary reinvestment provisions.
The Syndicated Facility Agreement also requires the Company, and certain of its subsidiary guarantors, as applicable, to prepay any
outstanding Term Loans in connection with excess cash flow, which amount will be based upon the Company’s leverage ratio during
the relevant fiscal period. All such prepayments will be made on a pro rata basis under each of the applicable Term Loan Facilities that
are subject to such prepayments.

Under the terms of the Syndicated Facility Agreement, the Company must maintain at least a 4:1 total debt to EBITDA ratio,
provided that, following an acquisition of over $200,000, the maximum leverage multiple shall be increased to 4.5:1 for each quarter
in the following 12-month period, and a minimum 3:1 EBITDA to interest expense ratio.

There was not a balance on the Australian Revolving Loan Facility at December 31, 2016, however the Company had $5,000 of
letters of credit issued and outstanding under the Australian Revolving Loan Facility and $41,652 of borrowing availability.

HANESBRANDS INC.

F-33

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

European Revolving Loan Facility
On September 9, 2016, the Company established a €100,000 European Revolving Loan Facility. Proceeds from the European
Revolving Loan Facility were used to refinance existing debt for Hanes Europe Innerwear and will be used for future working capital
requirements. The maturity date of the European Revolving Loan Facility is September 9, 2017.

The Company may from time to time voluntarily prepay the European Revolving Loan Facility in whole or in part without a premium
or penalty provided that among other items, principal payments be made in amounts of €5,000 or in whole multiple of €1,000 in
excess thereof. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid.

Interest under the European Revolving Credit Facility is calculated using LIBOR for Euro with a zero floor plus a 150 basis point
margin. Interest is based on the outstanding principal amount for each interest period from the applicable borrowing date at a rate per
annum equal to the Eurocurrency Rate for such interest period plus the applicable rate.

Future Principal Payments
Future principal payments for all of the facilities described above are as follows: $178,364 due in 2017, $112,890 due in 2018,
$243,231 due in 2019, $415,313 due in 2020, $143,544 due in 2021 and $2,639,241 due in 2022 and thereafter.

Debt Issuance Costs
During 2016, 2015 and 2014, the Company incurred $45,065, $12,793 and $5,560, respectively, in capitalized debt issuance
costs in connection with the amendments to the Senior Secured Credit Facility, the Accounts Receivable Securitization Facility,
issuance of new Senior Notes, the Australian Revolving Loan Facility, the European Revolving Loan Facility and the Australian
Accounts Receivable Securitization Facility. Debt issuance costs are amortized to interest expense over the respective lives of the
debt instruments, which range from one to 10 years. As of December 31, 2016, the net carrying value of unamortized debt issuance
costs which is included in “Other Noncurrent Assets” for the revolving loan facilities was $9,742 and the net carrying value of
unamortized debt issuance costs which is included in “Long-term debt” for the remainder of the Company’s debt was $46,534 in
the Consolidated Balance Sheet. The Company’s debt issuance cost amortization was $9,034, $7,077 and $6,011 in 2016, 2015 and
2014, respectively.

The Company recognizes charges in the “Other expenses” line of the Consolidated Statements of Income for fees incurred in
financing transactions such as refinancing and amendments and for write-offs incurred in the early extinguishment of debt. In 2016,
the Company recognized charges of $873 for acceleration of unamortized debt costs related to the Euro Term Loan, which was paid in
full in August 2016. In 2016, the Company recognized charges of $47,291 for the call premium and acceleration of unamortized debt
costs related to the redemption of the 6.375% Senior Notes.

(12) Commitments and Contingencies
The Company is a party to various pending legal proceedings, claims and environmental actions by government agencies. In
accordance with the accounting rules for contingencies, the Company records a provision with respect to a claim, suit, investigation
or proceeding when it is probable that a liability has been incurred and the amount of the loss can reasonably be estimated. Any
provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel
and other information pertinent to the particular matter. The recorded liabilities for these items were not material to the consolidated
financial statements of the Company in any of the years presented. Although the outcome of such items cannot be determined with
certainty, the Company’s legal counsel and management are of the opinion that the final outcome of these matters will not have a
material adverse impact on the consolidated financial position, results of operations or liquidity.

F-34

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Purchase Commitments
In the ordinary course of business, the Company has entered into purchase commitments for raw materials, production and finished
goods. These agreements, typically with terms ending within a year, require total payments of $349,565 in 2017 and $2,805 in 2018
and $0 thereafter.

Operating Leases
The Company leases certain buildings and equipment under agreements that are classified as operating leases. Rental expense under
operating leases was $132,128, $103,621 and $89,569 in 2016, 2015 and 2014, respectively.

Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) are
as follows: $130,971 in 2017, $117,269 in 2018, $93,537 in 2019, $66,570 in 2020, $45,723 in 2021 and $107,618 thereafter.

License Agreements
The Company is party to several royalty-bearing license agreements for the use of third party trademarks in certain of their products.
The license agreements typically require a minimum guarantee to be paid either at the commencement of the agreement, by a
designated date during the term of the agreement or by the end of the agreement period. When payments are made in advance of
when they are due, the Company records a prepayment and amortizes the expense in the “Cost of sales” line of the Consolidated
Statements of Income uniformly over the guaranteed period. For guarantees required to be paid at the completion of the agreement,
royalties are expensed through “Cost of sales” as the related sales are made. Management has reviewed all license agreements and has
concluded that there are no liabilities recorded at inception of the agreements.

During 2016, 2015 and 2014, the Company incurred royalty expense of approximately $95,650, $84,733 and $57,072, respectively.

Minimum amounts due under the license agreements are approximately $29,081 in 2017, $46,733 in 2018, $49,365 in 2019,
$44,696 in 2020 and $1,050 in 2021. In addition to the minimum guaranteed amounts under license agreements, the Company is a
party to a partnership agreement that includes a minimum fee of $5,645 for each year ending in 2017.

Intangible Assets and Goodwill

(13)
As described in Note, “Acquisitions,” the Company acquired Hanes Australasia in July 2016, Champion Europe in June 2016 and
GTM and Universo in September 2016, which resulted in the recognition of certain intangible assets and goodwill. In addition, the
Company elected to cease amortization of the Playtex Domestic trademark, shifting it from a useful life of 30 years to an indefinite life
in 2016.

HANESBRANDS INC.

F-35

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

(a) Intangible Assets
The primary components of the Company’s intangible assets and the related accumulated amortization are as follows:

Year ended December 31, 2016:

Intangible assets subject to amortization:

Trademarks and brand names

Licensing agreements

Customer and distributor relationships

Computer software

Other intangibles

Intangible assets not subject to amortization:

Trademarks

Perpetual licensing agreements and other

Net book value of intangible assets

Year ended January 2, 2016:

Intangible assets subject to amortization:

Trademarks and brand names

Licensing agreements

Customer and distributor relationships

Computer software

Other intangibles

Intangible assets not subject to amortization:

Trademarks

Perpetual licensing agreements

Net book value of intangible assets

Gross

Accumulated
Amortization

Net Book
Value

$28,617

102,069

156,340

88,213

(1,498)

$28,607

$10

33,397

26,153

68,318

68,672

130,187

19,895

(994)

(504)

$373,741

$155,481

218,260

999,170

68,028

$1,285,458

Gross

Accumulated
Amortization

Net Book
Value

$127,811

$74,810

$53,001

99,588

82,854

73,419

4,958

24,104

75,484

10,674

72,180

64,418

3,781

9,001

1,177

$388,630

$177,787

210,843

458,288

31,384

$700,515

The amortization expense for intangibles subject to amortization was $22,118, $23,737 and $22,225 for 2016, 2015 and 2014,
respectively. The estimated amortization expense for the next five years, assuming no change in the estimated useful lives of
identifiable intangible assets or changes in foreign exchange rates is as follows: $26,388 in 2017, $26,283 in 2018, $26,505 in 2019,
$26,460 in 2020 and $20,825 in 2021.

F-36

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

(b) Goodwill
Goodwill and the changes in those amounts during the period are as follows:

Innerwear Activewear

Direct to
Consumer

International

Total

Net book value at January 3, 2015

$431,561

$171,214

$3,224

$117,121

$723,120

Acquisition of businesses

Currency translation

—

117,939

—

2,807

120,746

(9,551)

Net book value at January 2, 2016

$431,561

$289,153

$3,224

$110,377

$834,315

Acquisition of businesses

Currency translation

—

2,290

—

285,236

287,526

(23,301)

Net book value at December 31, 2016

$431,561

$291,443

$3,224

$372,312

$1,098,540

(14) Accumulated Other Comprehensive Loss
The components of AOCI are as follows:

Cumulative
Translation
Adjustment

Hedges

Defined
Benefit
Plans

Income
Taxes

Accumulated
Other
Comprehensive
Loss

Balance at January 3, 2015

$(34,099)

$4,834

$(564,831) $221,507

$(372,589)

Amounts reclassified from accumulated other comprehensive loss

— (11,968)

14,573

(1,014)

1,591

Current-period other comprehensive income (loss) activity

(23,576)

13,877

(13,501)

(735)

(23,935)

Balance at January 2, 2016

$(57,675)

$6,743

$(563,759) $219,758

$(394,933)

Amounts reclassified from accumulated other comprehensive loss

—

(3,966)

17,116

(5,030)

Current-period other comprehensive income (loss) activity

(20,384)

10,995

(59,940)

20,151

8,120

(49,178)

Balance at December 31, 2016

$(78,059) $13,772

$(606,583) $234,879

$(435,991)

The Company had the following reclassifications out of AOCI:

Component of AOCI

Loss on foreign exchange contracts

Location of Reclassification
into Income

December 31,
2016

January 2,
2016

January 3,
2015

Amount of Reclassification from AOCI

Cost of sales

Income tax

Net of tax

$(3,966)

$(11,968)

$(1,113)

1,543

4,655

$(2,423)

$(7,313)

444

$(669)

Amortization of deferred actuarial loss and prior

Selling, general and

$17,116

$14,573

$10,417

service cost

administrative expenses

Total reclassifications

Income tax

Net of tax

(6,573)

(5,669)

(4,153)

$10,543

$8,120

$8,904

$1,591

$6,264

$5,595

HANESBRANDS INC.

F-37

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Financial Instruments and Risk Management

(15)
The Company uses forward foreign exchange contracts to manage its exposures to movements in foreign exchange rates. As of
December 31, 2016, the notional U.S. dollar equivalent of commitments to sell foreign currencies within the Company’s derivative
portfolio were $451,355, consisting of contracts hedging primarily exposures to the Euro, Australian dollar, Canadian dollar, Mexican
peso, New Zealand dollar and Brazilian real. As of December 31, 2016, the Company did not have any commitments to purchase
foreign currencies within the Company’s derivative portfolio.

As of January 2, 2016, the notional U.S. dollar equivalent of commitments to sell and purchase foreign currencies within the
Company’s derivative portfolio were $265,136 and $6,099 consisting of contracts hedging primarily exposures to the Euro,
Canadian dollar, Australian dollar, Mexican peso, Japanese yen, Brazilian real and South African rand.

Fair Values of Derivative Instruments
The fair values of derivative financial instruments related to forward foreign exchange contracts recognized in the Consolidated
Balance Sheets of the Company were as follows:

Hedges

Non-hedges

Total derivative assets

Hedges

Non-hedges

Total derivative liabilities

Net derivative asset

Balance Sheet Location

December 31, 2016

January 2, 2016

Fair Value

Other current assets

Accrued liabilities

$16,729

4,363

$21,092

$(207)

(172)

$(379)

$20,713

$3,700

1,514

$5,214

$(330)

(775)

$(1,105)

$4,109

Cash Flow Hedges
The Company uses forward foreign exchange contracts to reduce the effect of fluctuating foreign currencies on short-term foreign
currency-denominated transactions, foreign currency-denominated investments, and other known foreign currency exposures.
Gains and losses on these contracts are intended to offset losses and gains on the hedged transaction in an effort to reduce the earnings
volatility resulting from fluctuating foreign currency exchange rates.

The Company expects to reclassify into earnings during the next 12 months a net gain from AOCI of approximately $15,655.

The changes in fair value of derivatives excluded from the Company’s effectiveness assessments and the ineffective portion of the
changes in the fair value of derivatives used as cash flow hedges are reported in the “Selling, general and administrative expenses” line
in the Consolidated Statements of Income.

F-38

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The effect of cash flow hedge derivative instruments on the Consolidated Statements of Income and Accumulated Other
Comprehensive Loss is as follows:

Foreign exchange contracts

Amount of Gain Recognized in
Accumulated Other Comprehensive Loss
(Effective Portion) Year Ended

December 31, 2016

January 2, 2016

January 3, 2015

10,995

13,423

3,905

Location of Gain Reclassified from
Accumulated Other
Comprehensive Income (Loss) into
Income (Effective Portion)

Amount of Gain Reclassified from
Accumulated Other Comprehensive Loss into
Income (Effective Portion) Year Ended

December 31,
2016

January 2,
2016

January 3,
2015

Foreign exchange contracts

Cost of sales

3,966

11,968

1,113

Derivative Contracts Not Designated As Hedges
The Company uses foreign exchange derivative contracts as economic hedges against the impact of foreign exchange fluctuations on
anticipated intercompany purchase and lending transactions denominated in foreign currencies. Gains or losses on these contracts
largely offset the net remeasurement gains or losses on the related assets and liabilities.

The effect of derivative contracts not designated as hedges on the Consolidated Statements of Income is as follows:

Foreign exchange contracts

Location of Gain (Loss)
Recognized in Income
on Derivatives

Selling, general and
administrative expenses

Amount of Gain (Loss) Recognized in
Income Year Ended

December 31,
2016

January 2,
2016

January 3,
2015

$12,222

$(9,271)

$(1,188)

Fair Value of Assets and Liabilities

(16)
Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market
participants would use in pricing the asset or liability. A three-tier fair value hierarchy, which prioritizes the inputs used in measuring
fair value, is utilized for disclosing the fair value of the Company’s assets and liabilities. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists,
therefore requiring an entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

• Market approach — prices and other relevant information generated by market transactions involving identical or

•
•

comparable assets or liabilities.
Cost approach — amount that would be required to replace the service capacity of an asset or replacement cost.
Income approach — techniques to convert future amounts to a single present amount based on market expectations,
including present value techniques, option-pricing and other models.

HANESBRANDS INC.

F-39

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The Company primarily applies the market approach for commodity derivatives and for all defined benefit plan investment assets and
the income approach for interest rate and foreign currency derivatives for recurring fair value measurements and attempts to utilize
valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities
are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The determination
of fair values incorporates various factors that include not only the credit standing of the counterparties involved and the impact of
credit enhancements, but also the impact of the Company’s nonperformance risk on its liabilities. The Company’s assessment of the
significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and
liabilities and their placement within the fair value hierarchy levels.

As of December 31, 2016 and January 2, 2016, the Company held certain financial assets and liabilities that are required to be
measured at fair value on a recurring basis. These consisted of the Company’s derivative instruments related to foreign exchange rates,
defined benefit pension plan investment assets, deferred compensation plan liabilities and contingent consideration resulting from
the Champion Europe acquisition. The fair values of foreign exchange rate derivatives are determined based on inputs that are readily
available in public markets or can be derived from information available in publicly quoted markets and are categorized as Level 2. The
fair value of deferred compensation plans is based on readily available current market data and is categorized as Level 2. The fair value
of the contingent consideration obligation is determined by applying an option pricing model using Champion Europe’s expected
EBITDA for calendar year 2016, as further described in Note, “Acquisitions,” to the Company’s consolidated financial statements,
and is categorized as Level 3. The contingent consideration obligation is required to be revalued each reporting period until the related
contingencies are resolved, with any adjustments to the fair value recognized in earnings. The fair values of defined benefit pension
plan investments include: certain U.S. equity securities, certain foreign equity securities and debt securities that are determined
based on quoted prices in public markets categorized as Level 1, certain foreign equity securities, certain U.S. equity securities, debt
securities, insurance contracts and commodity investments that are determined based on inputs readily available in public markets or
can be derived from information available in publicly quoted markets categorized as Level 2 and investments in hedge funds of funds
and real estate investments that are based on unobservable inputs about which little or no market data exists and are measured at a
net asset value are not required to be classified within the fair value hierarchy. There were no changes during 2016 to the Company’s
valuation techniques used to measure asset and liability fair values on a recurring basis.

As of December 31, 2016, the Company did not have any non-financial assets or liabilities that are required to be measured at fair
value on a recurring basis.

F-40

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities accounted for at fair
value on a recurring basis.

Assets (Liabilities) at Fair Value as of
December 31, 2016

Quoted Prices In
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

$—

—

Defined benefit pension plan investment assets:

Hedge fund of funds (1)

U.S. equity securities

Foreign equity securities

Debt securities

Real estate (1)

Commodities

Insurance contracts

Cash and other

Total

$326,298

167,550

122,444

144,762

42,869

17,678

3,334

2,234

$—

147,702

33,511

49,128

—

2,234

$—

19,848

88,933

95,634

—

17,678

3,334

—

827,169

232,575

225,427

Derivative contracts:

Foreign exchange derivative contracts

Champion Europe contingent consideration (2)

Deferred compensation plan liability

21,092

(379)

20,713

(42,378)

(51,868)

—

21,092

(379)

20,713

—

(42,378)

(51,868)

—

Total

$753,636

$232,575

$194,272

$(42,378)

(1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been

categorized in the fair value hierarchy. The fair value amounts presented in the tables above are intended to permit reconciliation of the fair
value hierarchy to the amounts presented in the consolidated balance sheets.

(2) The fair value of the Champion Europe contingent consideration has not changed since the date of acquisition, other than from the foreign

exchange translation impact between periods.

HANESBRANDS INC.

F-41

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Defined benefit pension plan investment assets:

Hedge fund of funds (1)

U.S. equity securities

Foreign equity securities

Debt securities

Real estate (1)

Commodities

Insurance Contracts

Cash and other

Derivative contracts:

Foreign exchange derivative contracts

Deferred compensation plan liability

Total

Assets (Liabilities) at Fair Value as of
January 2, 2016

Quoted Prices In
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

$338,169

136,153

126,004

143,503

43,656

15,519

5,128

1,085

$—

113,410

35,398

17,176

—

1,085

$—

22,743

90,606

126,327

—

15,519

5,128

—

809,217

167,069

260,323

5,214

(1,105)

4,109

(36,257)

—

5,214

(1,105)

4,109

(36,257)

$777,069

$167,069

$228,175

$—

—

(1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been

Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, trade accounts receivable, notes receivable and accounts payable approximated fair
value as of December 31, 2016 and January 2, 2016. The fair value of debt, which is classified as a Level 2 liability, was $3,729,270
and $2,537,640 as of December 31, 2016 and January 2, 2016 and had a carrying value of $3,732,583 and $2,506,981, respectively.
In the first quarter of 2016, the Company adopted new accounting rules, which require debt issuance costs to be presented in the
balance sheet as a direct deduction from the associated debt liability. The carrying value of debt reflected on the face of the balance
sheet reflects the adoption of the new accounting rules. However, the carrying value of debt reflected in this footnote disclosure
reflects the gross amount owed to creditors. The fair values were estimated using quoted market prices as provided in secondary
markets, which consider the Company’s credit risk and market related conditions. The carrying amounts of the Company’s notes
payable, which is classified as a Level 2 liability, approximated fair value as of December 31, 2016 and January 2, 2016, primarily due
to the short-term nature of these instruments.

(17) Defined Benefit Pension Plans
At December 31, 2016, the Company’s pension plans consisted of the Hanesbrands Inc. Pension Plan, various nonqualified
retirement plans and international plans, which include certain defined benefit plans acquired in connection with the purchases
of Hanes Europe Innerwear and Hanes Australasia. Benefits under the Hanesbrands Inc. Pension Plan were frozen effective
December 31, 2005.

F-42

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The components of net periodic benefit cost and other amounts recognized in other comprehensive income of the Company’s
noncontributory defined benefit pension plans were as follows:

Service cost

Interest cost

Expected return on assets

Curtailments

Settlement cost

Amortization of:

Prior service cost

Net actuarial loss

Net periodic benefit cost

Other Changes in Plan Assets and Benefit Obligations
Recognized in Other Comprehensive Income

Net loss

Prior service credit (cost)

Total loss recognized in other comprehensive income

Total recognized in net periodic benefit cost and other

comprehensive income

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

$1,856

42,061

$2,478

49,202

$1,903

48,768

(47,621)

(55,127)

(52,515)

(489)

115

17,052

$12,983

$41,921

(9)

41,912

—

14,551

$11,151

$3,813

3,835

—

130

10,377

$8,703

$206,756

(40)

206,716

$54,895

$14,986

$215,419

The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from AOCI into net periodic
benefit cost in 2017 are $19,028 and $9, respectively.

HANESBRANDS INC.

F-43

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The funded status of the Company’s defined benefit pension plans at the respective year ends was as follows:

Benefit obligation:

Beginning of year

Service cost

Interest cost

Benefits paid

Curtailments

Settlements

Impact of exchange rate change

Business combination

Actuarial loss (gain)

Other

End of year

Fair value of plan assets:

Beginning of year

Actual return on plan assets

Employer contributions

Benefits paid

Settlements

Business combination

Impact of exchange rate change

Other

End of year

Funded status

December 31, 2016

January 2, 2016

$1,172,267

$1,255,216

1,856

42,061

2,478

49,202

(56,576)

(55,019)

(1,053)

(2,360)

(1,976)

4,547

36,671

1,752

—

(1,147)

(11,468)

—

(66,995)

—

1,197,189

1,172,267

809,217

24,758

47,203

(56,576)

(2,360)

4,776

178

(27)

787,998

(24,496)

106,693

(55,019)

(1,147)

—

(4,812)

—

827,169

809,217

$(370,020)

$(363,050)

As most of the Company’s pension plans are frozen, the accumulated benefit obligation (“ABO”) approximates the benefit obligation.
The total benefit obligation and the benefit obligation and fair value of plan assets for the Company’s pension plans with benefit
obligations in excess of plan assets are as follows:

Benefit obligation

Plans with benefit obligation in excess of plan assets:

Benefit obligation

Fair value of plan assets

December 31, 2016

January 2, 2016

$1,197,189

$1,172,267

1,167,871

1,147,028

799,191

784,681

F-44

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Amounts recognized in the Company’s Consolidated Balance Sheets consist of:

Current liabilities

Noncurrent liabilities

Accumulated other comprehensive loss

Amounts recognized in accumulated other comprehensive loss consist of:

Prior service cost

Actuarial loss

December 31, 2016

January 2, 2016

$(3,605)

(366,822)

(603,610)

$(6,262)

(356,788)

(561,699)

December 31, 2016

January 2, 2016

$216

603,394

$603,610

$226

561,473

$561,699

Accrued benefit costs related to the Company’s defined benefit pension plans are reported in the “Accrued liabilities — Payroll and
employee benefits” and “Pension and postretirement benefits” lines of the Consolidated Balance Sheets.

(a) Measurement Date and Assumptions
A December 31 measurement date is used to value plan assets and obligations for the pension plans. In determining the discount rate
in the prior years, the Company utilized, as a general benchmark, the single discount rate equivalent to discount the expected cash
flows from each plan using the yields at each duration from a published yield curve as of the measurement date. Beginning in 2016,
the Company changed the method utilized to estimate primarily the interest cost component of net periodic benefit costs for the
Company’s U.S. defined benefit plans from using a single discount rate as discussed above. The Company elected to use a full yield
curve approach in the estimation of the interest component of benefit costs by applying the specific spot rates along the yield curve
used in the determination of the benefit obligations to the relevant projected cash flows. The Company made this change to improve
the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise
measurement of interest costs. This change will not affect the measurement of the total benefit obligations as the change in interest
costs is completely offset by the actuarial gain or loss reported. The expected long-term rate of return on plan assets was based on the
Company’s investment policy target allocation of the asset portfolio between various asset classes and the expected real returns of
each asset class over various periods of time. The weighted average actuarial assumptions used in measuring the net periodic benefit
cost and plan obligations for the periods presented were as follows:

Net periodic benefit cost:

Discount rate

Long-term rate of return on plan assets

Rate of compensation increase (1)

Plan obligations:

Discount rate

Rate of compensation increase (1)

December 31, 2016

January 2, 2016

January 3, 2015

4.43%

5.80

3.51

4.15%

3.84

4.43%

5.61

3.51

4.04%

3.51

4.96%

6.90

3.74

4.04%

3.50

(1) The compensation increase assumption applies to the international plans and portions of the nonqualified retirement plans, as benefits

under these plans were not frozen at December 31, 2016, January 2, 2016 and January 3, 2015.

HANESBRANDS INC.

F-45

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

(b) Plan Assets, Expected Benefit Payments, and Funding
The allocation of pension plan assets as of the respective period end measurement dates is as follows:

Asset category:

Hedge fund of funds

U.S. equity securities

Foreign equity securities

Debt securities

Real estate

Commodities

Insurance contracts

Cash and other

December 31, 2016

January 2, 2016

39%

41%

The Company’s asset strategy and primary investment objective are to maximize the principal value of the plan assets to meet current
and future benefit obligations to plan participants and their beneficiaries. To accomplish this goal, the assets of the plan are broadly
diversified to protect against large investment losses and to reduce the likelihood of excessive volatility of returns. Diversification of
assets is achieved through strategic allocations to various asset classes, as well as various investment styles within these asset classes,
and by retaining multiple, third party investment management firms with complementary investment styles and philosophies to
implement these allocations. The Company has established a target asset allocation based upon analysis of risk/return tradeoffs and
correlations of asset mixes given long-term historical data, prospective capital market returns and forecasted liabilities of the plans.
The target asset allocation approximates the actual asset allocation as of December 31, 2016. In addition to volatility protection,
diversification enables the assets of the plan the best opportunity to provide adequate returns in order to meet the Company’s
investment return objectives. These objectives include, over a rolling 5-year period, to achieve a total return that exceeds the required
actuarial rate of return for the plan and to outperform a passive portfolio, consisting of a similar asset allocation.

The Company utilizes market data or assumptions that market participants would use in pricing the pension plan assets. At
December 31, 2016, the Company had $232,575 classified as Level 1 assets, $225,427 classified as Level 2 assets and no assets
classified as Level 3. At January 2, 2016, the Company had $167,069 classified as Level 1 assets, $260,323 classified as Level 2 assets
and no assets classified as Level 3. The Level 1 assets consisted primarily of certain U.S. equity securities, certain debt securities,
certain foreign equity securities and cash and cash equivalents, Level 2 assets consisted primarily of certain debt securities, certain
U.S. equity securities, commodity investments, insurance contracts and certain foreign equity securities. Investments in hedge
funds of funds and real estate investments that are based on unobservable inputs about which little or no market data exists and
are measured at a net asset value per share (or its equivalent) as a practical expedient shall not be categorized within the fair value
hierarchy. Refer to Note, “Fair Value of Assets and Liabilities,” for the Company’s complete disclosure of the fair value of pension
plan assets.

Expected benefit payments are as follows: $59,735 in 2017, $61,466 in 2018, $65,172 in 2019, $66,020 in 2020, $71,575 in 2021
and $363,085 thereafter.

(c) Nonretirement Postemployment Benefit Plans
Certain of the international plans, specifically those acquired in connection with the purchases of Hanes Europe Innerwear and
Champion Europe, are in substance nonretirement postemployment benefit plans, which are future liabilities funded through future
operational results of the Company. However, for purposes of consolidation, the Company is including these plans within the defined
benefit reporting. At December 31, 2016 and January 2, 2016, the total amounts accrued for these plans were $48,330 and $49,646,
respectively and the total gain for the year ended December 31, 2016 was $1,824, while the total expense at January 2, 2016 was $499.

F-46

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Income Taxes

(18)
The provision for income tax computed by applying the U.S. statutory rate to income before taxes as reconciled to the actual
provisions were:

Income before income tax expense:

Domestic

Foreign

Tax expense at U.S. statutory rate

State income tax

Tax on remittance of foreign earnings

Foreign taxes less than U.S. statutory rate

Employee benefits

Change in valuation allowance

Release of unrecognized tax benefit reserves

State tax rate change

Other, net

Taxes at effective worldwide tax rates

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

(10.2)%

110.2

100.0%

35.0%

(0.7)

9.9

(38.5)

(0.7)

1.2

(0.4)

0.6

(0.4)

6.0%

5.6%

94.4

100.0%

35.0%

1.1

9.1

(30.8)

0.4

2.6

(9.8)

2.3

(0.4)

13.6%

86.4

100.0%

35.0%

0.6

0.8

(24.0)

0.5

2.1

(1.7)

—

(0.3)

9.5%

13.0%

The Company has been granted income tax rates lower than statutory rates in two foreign jurisdictions through 2019. These lower
rates, when compared with the countries’ statutory rates, resulted in an income tax reduction of approximately $1,300 (negligible
impact per diluted share) in 2016, $2,200 ($0.01 per diluted share) in 2015 and $5,000 ($0.01 per diluted share) in 2014.

HANESBRANDS INC.

F-47

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Current and deferred tax provisions (benefits) were:

Year ended December 31, 2016

Domestic

Foreign

State

Year ended January 2, 2016

Domestic

Foreign

State

Year ended January 3, 2015

Domestic

Foreign

State

Cash payments for income taxes

Current

Deferred

Total

$2,768

$34,590

$37,358

38,257

(34,232)

4,025

2,083

(9,194)

(7,111)

$43,108

$(8,836)

$34,272

$(2,294)

$9,437

$7,143

32,067

(10,235)

21,832

4,395

11,648

16,043

$34,168

$10,850

$45,018

$41,608

$(10,517)

$31,067

24,290

6,951

3,663

27,977

(5,546)

1,405

$72,849

$(12,400)

$60,449

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

$39,655

$23,045

$19,126

Cash payments above represent cash tax payments made by the Company primarily in foreign jurisdictions.

F-48

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The deferred tax assets and liabilities at the respective year-ends were as follows:

Deferred tax assets:

Nondeductible reserves

Inventories

Property and equipment

Bad debt allowance

Accrued expenses

Employee benefits

Tax credits

Net operating loss and other tax carryforwards

Other

Gross deferred tax assets

Less valuation allowances

Deferred tax assets

Deferred tax liabilities:

Property and equipment

Derivatives

Intangibles

Prepaids

Deferred tax liabilities

Net deferred tax assets

December 31, 2016

January 2, 2016

$1,962

123,507

3,322

6,965

20,351

181,148

22,567

124,052

20,355

504,229

(67,451)

436,778

—

5,103

12,226

5,728

23,057

$7,267

112,286

—

7,600

17,068

176,307

34,051

94,975

13,372

462,926

(61,358)

401,568

439

3,612

17,751

5,316

27,118

$413,721

$374,450

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon
the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are
deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of
the existing valuation allowances.

HANESBRANDS INC.

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Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The changes in the Company’s valuation allowance for deferred tax assets are as follows:

Balance at December 28, 2013

Charge to expenses

Charged to other accounts (1)

Balance at January 3, 2015

Charge to expenses

Charged to other accounts (1)

Balance at January 2, 2016

Charge to expenses

Charged to other accounts (1)

Balance at December 31, 2016

$32,131

9,741

1,885

$43,757

12,224

5,377

$61,358

6,859

(766)

$67,451

(1) Charges to other accounts include the effects of foreign currency translation and purchase accounting adjustments.

As of December 31, 2016, the valuation allowance for deferred tax assets was $67,451, made up of $45,350 for foreign loss
carryforwards, $6,466 for other foreign deferred tax assets, $15,635 for federal and state operating loss carryforwards and other
federal deferred tax assets. The net change in the total valuation allowance for 2016 was $6,093 related to an increase of $3,069 for
foreign loss carryforwards and other foreign deferred tax assets and $3,024 for federal and state operating loss carryforwards and
other domestic deferred tax assets.

At December 31, 2016, the Company has total net operating loss carryforwards of approximately $292,708 for foreign jurisdictions,
which will expire as follows:

Fiscal Year:

2017

2018

2019

2020

2021

Thereafter

$28,455

16,069

32,757

31,012

19,419

164,996

At December 31, 2016, the Company had tax credit carryforwards totaling $22,567, which expire beginning after 2020.

At December 31, 2016, the Company had federal and state net operating loss carryforwards of approximately $10,769 and
$673,488, respectively, which expire beginning after 2018.

At December 31, 2016, applicable U.S. federal income taxes and foreign withholding taxes have not been provided on the accumulated
earnings of foreign subsidiaries that are expected to be permanently reinvested. If these earnings had not been permanently reinvested,
deferred taxes of approximately $929,000 would have been recognized in the Consolidated Financial Statements.

F-50

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

In 2016 and 2015, the Company recognized a benefit related to the realization of unrecognized tax benefits resulting from the
expiration of statutes of limitations of $4,146 and $3,587, respectively. Although it is not reasonably possible to estimate the amount
by which unrecognized tax benefits may increase or decrease within the next 12 months due to uncertainties regarding the timing of
examinations and the amount of settlements that may be paid, if any, to tax authorities, the Company currently expects a reduction of
approximately $8,081 for unrecognized tax benefits accrued at December 31, 2016 within the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at January 3, 2015 (gross balance of $66,207)

Additions based on tax positions related to the current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

Balance at January 2, 2016 (gross balance of $20,085)

Additions based on tax positions related to the current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

Balance at December 31, 2016 (gross balance of $20,688)

$63,110

2,732

(46,111)

$19,780

4,648

106

(4,838)

$19,696

At December 31, 2016, the balance of the Company’s unrecognized tax benefits, which would, if recognized, affect the Company’s
annual effective tax rate was $19,696. The Company’s policy is to recognize interest and/or penalties related to income tax matters
in income tax expense. The Company recognized $549 in 2016 for interest and penalties classified as income tax expense and $3,669
and $636, respectively in 2015 and 2014, for interest and penalties classified as income tax benefit in the Consolidated Statement
of Income. At December 31, 2016 and January 2, 2016, the Company had a total of $3,251 and $2,702, respectively, of interest and
penalties accrued related to unrecognized tax benefits.

The Company files a consolidated U.S. federal income tax return, as well as separate and combined income tax returns in numerous
state and foreign jurisdictions. In the United States, the Internal Revenue Service (“IRS”) began an examination of the Company’s
2011 tax year during the fourth quarter of 2013 and of the Company’s 2012 tax year during the third quarter of 2014, both of which
were completed during the third quarter of 2015. As a result in 2015, the Company recorded an income tax benefit of $56,427
due to the remeasurement of certain unrecognized tax benefits. The Company is also subject to examination by various state and
international tax authorities. The tax years subject to examination vary by jurisdiction. The Company regularly assesses the outcomes
of both ongoing and future examinations for the current or prior years to ensure the Company’s provision for income taxes is
sufficient. The Company recognizes liabilities based on estimates of whether additional taxes will be due and believes its reserves are
adequate in relation to any potential assessments. The outcome of any one examination, some of which may conclude during the next
12 months, is not expected to have a material impact on the Company’s financial position or results of operations.

(19) Stockholders’ Equity
The Company is authorized to issue up to 2,000,000 shares of common stock, par value $0.01 per share, and up to 50,000 shares
of preferred stock, par value $0.01 per share, and the Company’s Board of Directors may, without stockholder approval, increase or
decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Company is authorized
to issue. At December 31, 2016 and January 2, 2016, 378,687 and 391,653 shares, respectively, of common stock were issued and
outstanding and no shares of preferred stock were issued or outstanding.

HANESBRANDS INC.

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Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

On April 27, 2016, the Company’s Board of Directors approved a new share repurchase program for up to 40,000 shares to be
repurchased in open market transactions, subject to market conditions, legal requirements and other factors. The new program
replaced the Company’s previous share repurchase program for up to 40,000 shares that was originally approved in 2007.
Additionally, management has been granted authority to establish a trading plan under Rule 10b5-1 of the Exchange Act in
connection with share repurchases, which will allow the Company to repurchase shares in the open market during periods in which
the stock trading window is otherwise closed for the Company and certain of the Company’s officers and employees pursuant to the
Company’s insider trading policy. During 2016, under the previous repurchase program, the Company purchased 14,243 shares of
the Company’s common stock at a cost of $379,901 (average price of $26.65). During 2015, under the previous repurchase program,
the Company purchased 12,148 shares of the Company’s common stock at a cost of $351,495 (average price of $28.91). The
Company has not purchased any shares of the Company’s common stock under the new share repurchase program approved in 2016.
The primary objective of the share repurchase program is to utilize excess cash to generate shareholder value.

Preferred Stock Purchase Rights
On October 27, 2015, the Company entered into a Second Amendment to Rights Agreement (the “Second Amendment”) to the
original Rights Agreement dated as of September 1, 2006 and previously amended on March 26, 2015 (the “Rights Agreement”)
between the Company and Computershare Trust Company, N.A., as Rights Agent, one preferred stock purchase right (a “Right”)
was distributed with and attached to each share of the Company’s common stock. Each Right entitled its holder, under certain
circumstances, to purchase from the Company one one-thousandth of a share of the Company’s Junior Participating Preferred
Stock, Series A (the “Series A Preferred Stock”). The Second Amendment accelerated the expiration of the Rights from September 1,
2016 to November 10, 2015 and had the effect of terminating the Rights Agreement on November 10, 2015. At the time of the
termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights
Agreement expired. In connection with the termination of the Rights Agreement, on November 10, 2015, the Company eliminated
the Series A Preferred Stock issuable upon exercise of the Rights and reclassified the Series A Preferred Stock as authorized but
undesignated shares of the Company’s preferred stock.

Dividends
In 2014, the Company’s Board of Directors authorized regular quarterly dividends of $0.075 per share, which were paid in 2014.

In 2015, the Company’s Board of Directors authorized regular quarterly dividends of $0.10 per share, which were paid in 2015. On
March 3, 2015, the Company effected a four-for-one stock split in the form of a 300% stock dividend to stockholders of record as of
the close of business on February 9, 2015.

In January 2016, the Company’s Board of Directors increased the regular quarterly dividend rate to $0.11 per share on outstanding
common stock. During the Company’s 2016 fiscal year, regular quarterly cash dividends of $0.11 per share were paid on March 8,
2016, June 7, 2016, September 7, 2016 and December 6, 2016.

In January 2017, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.15 per share on outstanding
common stock to be paid on March 7, 2017 to stockholders of record at the close of business on February 14, 2017.

(20) Business Segment Information
The Company’s operations are managed and reported in four operating segments, each of which is a reportable segment for financial
reporting purposes: Innerwear, Activewear, Direct to Consumer and International. These segments are organized principally by product
category, geographic location and distribution channel. Each segment has its own management that is responsible for the operations of
the segment’s businesses, but the segments share a common supply chain and media and marketing platforms. As a result of a shift in
management responsibilities, the Company decided in the first quarter of 2016 to move its wholesale e-commerce business, which sells
products directly to retailers, from its Direct to Consumer segment into the respective Innerwear and Activewear segments. Prior year
segment sales and operating profit results have been revised to conform to the current year presentation.

F-52

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The types of products and services from which each reportable segment derives its revenues are as follows:

•

Innerwear sells basic branded products that are replenishment in nature under the product categories of men’s underwear,
women’s panties, children’s underwear, socks, hosiery and intimate apparel, which includes bras and shapewear.
• Activewear sells basic branded products that are primarily seasonal in nature under the product categories of branded

printwear and retail activewear, as well as licensed logo apparel in collegiate bookstores, mass retail and other channels.
• Direct to Consumer includes the Company’s value-based (“outlet”) stores and retail Internet operations that sell products

•

from the Company’s portfolio of leading brands directly to consumers.
International primarily relates to the Europe, Australia, Asia, Latin America and Canada geographic locations that sell
products that primarily span across the Innerwear and Activewear reportable segments.

The Company evaluates the operating performance of its segments based upon segment operating profit, which is defined as
operating profit before general corporate expenses and amortization of intangibles. The Company decided in the first quarter of 2016
to revise the manner in which the Company allocates certain selling, general and administrative expenses. Certain prior year segment
operating profit disclosures have been revised to conform to current year presentation. The accounting policies of the segments are
consistent with those described in Note, “Summary of Significant Accounting Policies.”

Net sales:

Innerwear

Activewear

Direct to Consumer

International

Total net sales

Segment operating profit:

Innerwear

Activewear

Direct to Consumer

International

Total segment operating profit

Items not included in segment operating profit:

General corporate expenses

Acquisition, integration and other action related charges

Amortization of intangibles

Total operating profit

Other expenses

Interest expense, net

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

$2,609,754

$2,680,981

$2,735,268

1,570,972

1,576,724

1,423,068

315,560

341,207

1,531,913

1,132,637

368,202

798,208

$6,028,199

$5,731,549

$5,324,746

Years Ended

December 31, 2016 January 2, 2016 January 3, 2015

$588,265

$623,412

$579,882

227,535

5,564

179,917

1,001,281

246,508

15,859

105,515

991,294

197,218

28,468

92,496

898,064

(64,995)

(106,379)

(112,952)

(138,519)

(266,060)

(198,933)

(22,118)

(23,737)

(22,225)

775,649

595,118

563,954

(51,758)

(3,210)

(2,599)

(152,692)

(118,035)

(96,387)

Income from continuing operations before income tax expense

$571,199

$473,873

$464,968

HANESBRANDS INC.

F-53

Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

For the year ended December 31, 2016, the Company incurred acquisition, integration and other action related charges of $185,810,
of which $39,379 is reported in the “Cost of sales” line, and $99,140 is reported in the “Selling, general and administrative
expenses” line and $47,291 is reported in the “Other” line in the Consolidated Statement of Income. For the year ended January 2,
2016, the Company incurred acquisition, integration and other action related charges of $266,060, of which $62,859 is reported
in the “Cost of sales” line and $203,201 is reported in the “Selling, general and administrative expenses” line in the Consolidated
Statement of Income. For the year ended January 3, 2015, the Company incurred acquisition, integration and other action related
charges of $198,933, of which $73,125 is reported in the “Cost of sales” line and $125,808 is reported in the “Selling, general and
administrative expenses” line in the Consolidated Statement of Income.

As part of the Hanes Europe Innerwear acquisition strategy, the Company has identified management and administrative positions
that are considered non-essential and/or duplicative that will be eliminated. As of January 2, 2016, the Company accrued $53,866
for employee termination and other benefits recognized in accordance with expected benefit payments for affected employees. The
charges were reflected in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Consolidated Statements
of Income. As of December 31, 2016, $21,324 of benefit payments had been made, resulting in an ending accrual of $32,542, of
which, $19,196 and $13,346, respectively, is included in the “Accrued liabilities and other - other” and “Other noncurrent liabilities”
line of the Consolidated Balance Sheet.

Assets:

Innerwear

Activewear

Direct to Consumer

International

Current Assets of Discontinued Operations

Corporate (1)

Total assets

Depreciation and amortization expense:

Innerwear

Activewear

Direct to Consumer

International

Corporate

December 31, 2016

January 2, 2016

$1,670,676

$1,838,452

874,006

93,887

1,091,226

3,729,795

45,897

803,434

105,053

716,934

3,463,873

—

3,132,042

2,133,717

$6,907,734

$5,597,590

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

$37,802

$39,235

19,196

5,365

18,694

81,057

22,118

21,626

6,104

13,201

80,166

23,737

$40,688

21,314

6,931

7,044

75,977

22,225

Total depreciation and amortization expense

$103,175

$103,903

$98,202

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Financial Statements

HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

Additions to property, plant and equipment:

Innerwear

Activewear

Direct to Consumer

International

Corporate

Years Ended

December 31, 2016

January 2, 2016

January 3, 2015

$29,119

$44,183

11,518

3,312

23,520

67,469

15,930

22,331

8,802

18,022

93,338

6,037

$37,641

13,378

7,641

4,737

63,397

914

Total additions to long-lived assets

$83,399

$99,375

$64,311

(1)

Principally cash and equivalents, certain fixed assets, net deferred tax assets, goodwill, trademarks and other identifiable intangibles, and
certain other noncurrent assets. Prior year corporate assets have been recast to reflect the adoption of ASU 2015-03 and the applicable
reclassification of debt issuance costs.

Sales to Wal-Mart and Target were substantially in the Innerwear and Activewear segments and represented 20% and 15% of total
sales in 2016, respectively. Sales to Wal-Mart and Target represented 23% and 15% of total net sales in 2015, respectively. Sales to
Wal-Mart and Target represented 24% and 17% of total net sales in 2014, respectively.

Worldwide sales by product category for Innerwear and Activewear were $4,112,598 and $1,915,601, respectively, in 2016. Worldwide
sales by product category for Innerwear and Activewear were $3,973,645 and $1,757,904, respectively, in 2015. Worldwide sales by
product category for Innerwear and Activewear were $3,734,188 and $1,590,558, respectively, in 2014.

(21) Geographic Area Information

Years Ended or at

December 31, 2016

January 2, 2016

January 3, 2015

Sales

Property,
Net

Sales

Property,
Net

Sales

Property,
Net

United States

$4,489,593

$131,081

$4,594,665

$130,235

$4,525,160

$126,234

France

Australia

Japan

Italy

Germany

Europe (Other)

Canada

Spain

Mexico

United Kingdom

Brazil

China

Central America and the Caribbean Basin

290,698

18,776

301,010

20,777

127,786

23,935

278,298

182,307

174,095

110,748

96,381

90,585

65,207

60,362

32,409

28,829

5,338

2,846

320

942

15,405

13,649

38,825

1,093

6,818

1,453

825

5,051

97,194

269,996

23,073

119,693

93,667

104,311

103,911

105,869

58,824

66,197

29,484

31,934

5,016

4,180

579

867

16,785

15,573

17,242

1,196

7,464

1,809

942

4,322

106,575

276,402

29,727

107,820

36,643

43,655

53,949

140,132

28,152

74,698

15,178

48,633

9,152

2,651

862

524

19,874

10,694

24,124

1,316

11,749

1,889

1,208

2,643

116,535

278,679

Other

120,503

91,036

89,715

49,694

81,410

54,113

$6,028,199

$692,464

$5,731,549

$650,462

$5,324,746

$674,379

HANESBRANDS INC.

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Financial Statements

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HANESBRANDS INC.
Notes to Consolidated Financial Statements — (Continued)
Years ended December 31, 2016, January 2, 2016 and January 3, 2015
(amounts in thousands, except per share data)

The net sales by geographic region are attributed by customer location.

(22) Quarterly Financial Data (Unaudited)

2016

Net sales

Gross profit

First

Second

Third

Fourth

Total

$1,219,140 $1,472,731 $1,761,019 $1,575,309 $6,028,199

457,256

557,291

649,366

612,135

2,276,048

Income from continuing operations

80,269

128,143

172,790

155,725

536,927

Income from discontinued operations, net of tax

—

1,068

1,387

2,455

Net income

Earnings per share - basic:

Continuing operations

Discontinuing operations

Earnings per share - diluted:

Continuing operations

Discontinuing operations

2015

Net sales

Gross profit

Net income

Basic earnings per share

Diluted earnings per share

80,269

128,143

173,858

157,112

539,382

0.21

—

0.21

—

0.34

—

0.34

—

0.46

—

0.45

—

0.41

—

0.41

—

1.41

0.01

1.40

0.01

$1,208,921 $1,522,033 $1,591,038 $1,409,557 $5,731,549

446,231

568,225

580,750

541,126

2,136,332

52,636

94,902

162,154

119,163

428,855

0.13

0.23

0.41

0.40

0.30

1.07

1.06

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