|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
20-3552316
|
(State of incorporation)
|
|
(I.R.S. employer
identification no.)
|
1000 East Hanes Mill Road
Winston-Salem, North Carolina
|
|
27105
|
(Address of principal executive office)
|
|
(Zip code)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
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¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
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Page
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PART I
|
|
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 1C
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
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PART II
|
|
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Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
|
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PART III
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
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PART IV
|
|
|
Item 15
|
||
Item 1.
|
Business
|
Segment
|
Primary Products
|
Primary Brands
|
Innerwear
|
Intimate apparel, such as bras and shapewear
|
Maidenform, Bali
,
Playtex
,
Hanes
,
JMS/Just My Size
,
Lilyette
,
Wonderbra,
Donna Karan,*
DKNY
*
|
Men’s underwear, women’s panties, children’s underwear and socks
|
Hanes
,
Champion
,
Maidenform
,
Bali
and
Polo Ralph Lauren
*
|
|
Hosiery
|
L'eggs, Hanes, Maidenform, JMS/Just My Size,
Donna Karan,* DKNY*
|
|
|
|
|
Activewear
|
T-shirts, fleece, sport shirts, performance T-shirts and shorts, sports bras and thermals
|
Champion
,
Hanes
,
JMS/Just My Size
,
Hanes Beefy-T
,
Gear for Sports
,
Duofold
|
|
|
|
Direct to Consumer
|
Activewear, men’s underwear, children’s underwear, intimate apparel, socks and hosiery
|
Hanes
,
Bali
,
Maidenform
,
Champion
,
Playtex
,
Lilyette, JMS
/
Just My Size
,
L’eggs
|
|
|
|
International
|
Activewear, men’s underwear, children’s underwear, intimate apparel, socks and hosiery
|
DIM, Playtex
,
Hanes
,
Champion
,
Nur Die/Nur Der, Lovable, Wonderbra
,
Maidenform
,
Shock Absorber, Abanderado, Zorba
,
Rinbros
,
Kendall,
*
Sol y Oro
,
Polo Ralph Lauren,
*
Fila,*
Bellinda, Edoo, Track N Field,
Donna Karan,* DKNY*
|
|
|
*
|
Brand used under a license agreement.
|
•
|
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
|
•
|
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, Playtex
,
Bali
, 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 is our newest platform and 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.
|
•
|
National advertising for our flagship
Hanes
brand starring Michael Jordan highlighting our
Hanes
Tagless tees and underwear;
|
•
|
A cross-category, multi-media
Hanes
advertising campaign designed to build awareness of our revolutionary X-Temp cooling technology;
|
•
|
Television and social media advertising featuring our ComfortFlex Fit bras by
Hanes
and
Bali
; and
|
•
|
Continued advertising support for our
Champion
brand, highlighting the new Absolute Sports Bra with SmoothTec band and our
Champion
Vapor fast-dying performance apparel.
|
Item 1A.
|
Risk Factors
|
•
|
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.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 1C.
|
Executive Officers of the Registrant
|
Name
|
Age
|
Positions
|
Richard A. Noll
|
58
|
Chairman of the Board of Directors and Chief Executive Officer
|
Gerald W. Evans, Jr.
|
56
|
Chief Operating Officer
|
Richard D. Moss
|
58
|
Chief Financial Officer
|
Joia M. Johnson
|
55
|
Chief Legal Officer, General Counsel and Corporate Secretary
|
W. Howard Upchurch
|
51
|
Group President, Innerwear Americas
|
John T. Marsh
|
50
|
Group President, Global Activewear
|
Michael E. Faircloth
|
50
|
President, Chief Global Supply Chain and Information Technology Officer
|
Elizabeth L. Burger
|
45
|
Chief Human Resources Officer
|
M. Scott Lewis
|
45
|
Chief Accounting Officer and Controller
|
Item 2.
|
Properties
|
|
Owned Square
Feet
|
|
Leased Square
Feet
|
|
Total
|
|||
Properties by Segment (1)
|
|
|
|
|
|
|||
Innerwear
|
3,629,813
|
|
|
5,000,201
|
|
|
8,630,014
|
|
Activewear
|
2,458,519
|
|
|
2,706,451
|
|
|
5,164,970
|
|
Direct to Consumer
|
—
|
|
|
1,884,808
|
|
|
1,884,808
|
|
International
|
2,755,259
|
|
|
1,647,937
|
|
|
4,403,196
|
|
Totals
|
8,843,591
|
|
|
11,239,397
|
|
|
20,082,988
|
|
|
|
(1)
|
Excludes vacant land, facilities under construction, facilities no longer in operation intended for disposal, sourcing offices not associated with a particular segment, and office buildings housing corporate functions.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
||||
2015
|
|
|
|
||||
Quarter Ended April 4, 2015
|
$
|
34.80
|
|
|
$
|
26.28
|
|
Quarter Ended July 4, 2015
|
$
|
34.78
|
|
|
$
|
30.42
|
|
Quarter Ended October 3, 2015
|
$
|
34.67
|
|
|
$
|
26.32
|
|
Quarter Ended January 2, 2016
|
$
|
33.24
|
|
|
$
|
25.92
|
|
|
|
|
|
||||
2014
|
|
|
|
||||
Quarter Ended March 29, 2014
|
$
|
19.11
|
|
|
$
|
15.89
|
|
Quarter Ended June 28, 2014
|
$
|
24.70
|
|
|
$
|
18.03
|
|
Quarter Ended September 27, 2014
|
$
|
27.41
|
|
|
$
|
23.90
|
|
Quarter Ended January 3, 2015
|
$
|
28.72
|
|
|
$
|
24.93
|
|
|
|
Total Number of Shares Purchased (1)
|
|
Average
Price Paid
Per Share (2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Number of Shares that May Yet Be Purchased under the Program
|
|||||
As of January 3, 2015
|
|
11,348,496
|
|
|
$
|
—
|
|
|
11,348,496
|
|
|
28,651,504
|
|
January 4, 2015 to April 4, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,651,504
|
|
|
April 5, 2015 to July 4, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,651,504
|
|
|
July 5, 2015 to October 3, 2015
|
|
10,665,148
|
|
|
29.15
|
|
|
10,665,148
|
|
|
17,986,356
|
|
|
October 4, 2015 - November 7, 2015
|
|
1,482,829
|
|
|
27.22
|
|
|
1,482,829
|
|
|
16,503,527
|
|
|
November 8, 2015 - December 5, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,503,527
|
|
|
December 6, 2015 - January 2, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,503,527
|
|
|
Total 2015
|
|
23,496,473
|
|
|
|
|
23,496,473
|
|
|
|
|
|
|
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)
|
||||
Plan Category
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders
|
6,561,914
|
|
|
$
|
13.94
|
|
|
18,831,779
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
6,561,914
|
|
|
$
|
13.94
|
|
|
18,831,779
|
|
|
|
(1)
|
The amount appearing under “Number of securities remaining available for future issuance under equity compensation plans” includes 11,854,773 shares available under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) and 6,977,006 shares available under the Hanesbrands Inc. Employee Stock Purchase Plan of 2006.
|
Item 6.
|
Selected Financial Data
|
|
Years Ended
|
||||||||||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||||||
|
(amounts in thousands, except per share data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
|
$
|
4,627,802
|
|
|
$
|
4,525,721
|
|
|
$
|
4,434,291
|
|
Operating profit
|
595,118
|
|
|
563,954
|
|
|
515,186
|
|
|
440,115
|
|
|
447,127
|
|
|||||
Income from continuing operations
|
428,855
|
|
|
404,519
|
|
|
330,494
|
|
|
232,443
|
|
|
242,569
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,762
|
)
|
|
24,119
|
|
|||||
Net income
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
$
|
330,494
|
|
|
$
|
164,681
|
|
|
$
|
266,688
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share — basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
$
|
0.83
|
|
|
$
|
0.59
|
|
|
$
|
0.62
|
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.17
|
)
|
|
0.06
|
|
|||||
Net income
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
$
|
0.83
|
|
|
$
|
0.42
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share — diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
1.06
|
|
|
$
|
0.99
|
|
|
$
|
0.81
|
|
|
$
|
0.58
|
|
|
$
|
0.61
|
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.17
|
)
|
|
0.06
|
|
|||||
Net income
|
$
|
1.06
|
|
|
$
|
0.99
|
|
|
$
|
0.81
|
|
|
$
|
0.41
|
|
|
$
|
0.67
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
0.40
|
|
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
319,169
|
|
|
$
|
239,855
|
|
|
$
|
115,863
|
|
|
$
|
42,796
|
|
|
$
|
35,345
|
|
Working capital
|
1,413,958
|
|
|
1,067,753
|
|
|
1,047,625
|
|
|
986,169
|
|
|
1,242,715
|
|
|||||
Total assets
|
5,619,040
|
|
|
5,208,193
|
|
|
4,090,021
|
|
|
3,631,879
|
|
|
4,034,976
|
|
|||||
Noncurrent liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
2,254,162
|
|
|
1,613,997
|
|
|
1,467,000
|
|
|
1,317,500
|
|
|
1,807,777
|
|
|||||
Other noncurrent liabilities
|
585,078
|
|
|
725,010
|
|
|
393,617
|
|
|
552,346
|
|
|
612,729
|
|
|||||
Total stockholders’ equity
|
1,275,891
|
|
|
1,386,772
|
|
|
1,230,623
|
|
|
886,866
|
|
|
681,061
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
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.
|
•
|
2015
Highlights.
This section discusses some of the highlights of our performance and activities during
2015
.
|
•
|
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.
|
•
|
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, catalogs and website operations that sell our branded products directly to consumers.
|
•
|
International primarily relates to the Europe, Asia, Latin America, Canada and Australia geographic locations that sell products that span across the Innerwear and Activewear reportable segments.
|
•
|
Net sales in
2015
were
$5.7 billion
, compared with
$5.3 billion
in
2014
, representing an 8% increase.
|
•
|
Operating profit was
$595 million
in
2015
compared with
$564 million
in
2014
, representing a 6% increase. As a percent of sales, operating profit was 10.4% in
2015
compared to 10.6% in
2014
. Included within operating profit were acquisition, integration and other action related charges of $266 million and $199 million in 2015 and 2014, respectively.
|
•
|
Diluted earnings per share was
$1.06
in
2015
, compared with
$0.99
in
2014
, representing a 7% increase.
|
•
|
Operating cash flows were
$227 million
in
2015
compared to
$508 million
in
2014
.
|
•
|
We acquired Knights Apparel on April 6, 2015 with total purchase price of $193 million. The acquisition was funded with cash on hand and short term borrowings. We believe the acquisition, when combined with our
Gear For Sports
business, will create a commercial business that will take advantage of combined expertise in brand building, marketing, graphic design, licensing relationships, supply chain and retailer relationships across channels. The operating results of Knights Apparel from the date of acquisition are included in the Activewear segment.
|
•
|
As part of our cash deployment strategy, we initiated four quarterly dividends, in March, June, September and December, of $0.10 per share.
|
•
|
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.
|
•
|
We repurchased, as part of our cash deployment strategy, approximately 12.1 million shares of our stock for approximately $352 million at a weighted average cost per share of $28.91.
|
|
Years Ended
|
|
|
|
|
|||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
|
$
|
406,803
|
|
|
7.6
|
%
|
Cost of sales
|
3,595,217
|
|
|
3,420,339
|
|
|
174,878
|
|
|
5.1
|
|
|||
Gross profit
|
2,136,332
|
|
|
1,904,407
|
|
|
231,925
|
|
|
12.2
|
|
|||
Selling, general and administrative expenses
|
1,541,214
|
|
|
1,340,453
|
|
|
200,761
|
|
|
15.0
|
|
|||
Operating profit
|
595,118
|
|
|
563,954
|
|
|
31,164
|
|
|
5.5
|
|
|||
Other expenses
|
3,210
|
|
|
2,599
|
|
|
611
|
|
|
23.5
|
|
|||
Interest expense, net
|
118,035
|
|
|
96,387
|
|
|
21,648
|
|
|
22.5
|
|
|||
Income before income tax expense
|
473,873
|
|
|
464,968
|
|
|
8,905
|
|
|
1.9
|
|
|||
Income tax expense
|
45,018
|
|
|
60,449
|
|
|
(15,431
|
)
|
|
(25.5
|
)
|
|||
Net income
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
$
|
24,336
|
|
|
6.0
|
%
|
•
|
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.
|
•
|
Impact from the 53
rd
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.
|
|
Net Sales
|
|
Operating Profit
|
||||||||||||
|
Years Ended
|
|
Years Ended
|
||||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||||
|
(dollars in thousands)
|
||||||||||||||
Innerwear
|
$
|
2,649,399
|
|
|
$
|
2,707,474
|
|
|
$
|
601,514
|
|
|
$
|
561,507
|
|
Activewear
|
1,561,201
|
|
|
1,410,036
|
|
|
252,077
|
|
|
200,952
|
|
||||
Direct to Consumer
|
388,312
|
|
|
409,028
|
|
|
26,377
|
|
|
37,867
|
|
||||
International
|
1,132,637
|
|
|
798,208
|
|
|
107,997
|
|
|
89,479
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
(392,847
|
)
|
|
(325,851
|
)
|
||||
Total
|
$
|
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)
|
|||||||||||||
Net sales
|
$
|
2,649,399
|
|
|
$
|
2,707,474
|
|
|
$
|
(58,075
|
)
|
|
(2.1
|
)%
|
Segment operating profit
|
601,514
|
|
|
561,507
|
|
|
40,007
|
|
|
7.1
|
|
•
|
Lower shipments of basics products due to inventory adjustments at a major mass retailer;
|
•
|
The 53
rd
week in 2014;
|
•
|
Impact of weather resulting in weaker holiday traffic at stores; and
|
•
|
The planned exit of certain acquired private label programs;
|
•
|
Price increases and strong performance from our ComfortBlend, X-Temp and ComfortFlex Fit innovation platforms.
|
|
Years Ended
|
|
|
|||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
1,561,201
|
|
|
$
|
1,410,036
|
|
|
$
|
151,165
|
|
|
10.7
|
%
|
Segment operating profit
|
252,077
|
|
|
200,952
|
|
|
51,125
|
|
|
25.4
|
|
•
|
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;
|
•
|
Lower net sales from the impact of weather on retail traffic and seasonal product lines.
|
|
Years Ended
|
|
|
|||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
388,312
|
|
|
$
|
409,028
|
|
|
$
|
(20,716
|
)
|
|
(5.1
|
)%
|
Segment operating profit
|
26,377
|
|
|
37,867
|
|
|
(11,490
|
)
|
|
(30.3
|
)
|
|
Years Ended
|
|
|
|||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
1,132,637
|
|
|
$
|
798,208
|
|
|
$
|
334,429
|
|
|
41.9
|
%
|
Segment operating profit
|
107,997
|
|
|
89,479
|
|
|
18,518
|
|
|
20.7
|
|
•
|
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;
|
•
|
$95 million unfavorable impact of foreign currency exchange rates; and
|
•
|
The exit of a significant retailer in Canada.
|
|
Years Ended
|
||||||
|
January 2,
2016 |
|
January 3,
2015 |
||||
|
(dollars in thousands)
|
||||||
Acquisition and integration costs:
|
|
|
|
||||
Hanes Europe Innerwear
|
$
|
138,116
|
|
|
$
|
65,576
|
|
Maidenform
|
31,114
|
|
|
96,315
|
|
||
Knights Apparel
|
14,789
|
|
|
—
|
|
||
Total acquisition and integration costs
|
184,019
|
|
|
161,891
|
|
||
Foundational costs
|
47,786
|
|
|
5,110
|
|
||
Other costs
|
34,255
|
|
|
31,932
|
|
||
|
$
|
266,060
|
|
|
$
|
198,933
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
January 3,
2015 |
|
December 28,
2013 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
5,324,746
|
|
|
$
|
4,627,802
|
|
|
$
|
696,944
|
|
|
15.1
|
%
|
Cost of sales
|
3,420,339
|
|
|
3,016,109
|
|
|
404,230
|
|
|
13.4
|
|
|||
Gross profit
|
1,904,407
|
|
|
1,611,693
|
|
|
292,714
|
|
|
18.2
|
|
|||
Selling, general and administrative expenses
|
1,340,453
|
|
|
1,096,507
|
|
|
243,946
|
|
|
22.2
|
|
|||
Operating profit
|
563,954
|
|
|
515,186
|
|
|
48,768
|
|
|
9.5
|
|
|||
Other expenses
|
2,599
|
|
|
17,501
|
|
|
(14,902
|
)
|
|
(85.1
|
)
|
|||
Interest expense, net
|
96,387
|
|
|
101,884
|
|
|
(5,497
|
)
|
|
(5.4
|
)
|
|||
Income before income tax expense
|
464,968
|
|
|
395,801
|
|
|
69,167
|
|
|
17.5
|
|
|||
Income tax expense
|
60,449
|
|
|
65,307
|
|
|
(4,858
|
)
|
|
(7.4
|
)
|
|||
Net income
|
$
|
404,519
|
|
|
$
|
330,494
|
|
|
$
|
74,025
|
|
|
22.4
|
%
|
•
|
The acquisition of Maidenform in October 2013, which added an incremental $381 million of net sales in
2014
;
|
•
|
The acquisition of Hanes Europe Innerwear in August 2014, which added an incremental $291 million of net sales, during the final four months of 2014;
|
•
|
Higher net sales of 8% in our Activewear segment due to higher sales volume and net space gains at retailers;
|
•
|
An incremental $34 million in sales related to the 53rd week.
|
•
|
Excluding the impact of Maidenform, we had lower net sales volume in our Innerwear segment;
|
•
|
Unfavorable foreign currency exchange rates. Excluding this impact, consolidated net sales and International segment net sales increased 16% and 69%, respectively.
|
|
Net Sales
|
|
Operating Profit
|
||||||||||||
|
Years Ended
|
|
Years Ended
|
||||||||||||
|
January 3,
2015 |
|
December 28,
2013 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||||
|
(dollars in thousands)
|
||||||||||||||
Innerwear
|
$
|
2,707,474
|
|
|
$
|
2,444,935
|
|
|
$
|
561,507
|
|
|
$
|
476,398
|
|
Activewear
|
1,410,036
|
|
|
1,306,936
|
|
|
200,952
|
|
|
177,749
|
|
||||
Direct to Consumer
|
409,028
|
|
|
380,079
|
|
|
37,867
|
|
|
32,237
|
|
||||
International
|
798,208
|
|
|
495,852
|
|
|
89,479
|
|
|
42,350
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
(325,851
|
)
|
|
(213,548
|
)
|
||||
Total
|
$
|
5,324,746
|
|
|
$
|
4,627,802
|
|
|
$
|
563,954
|
|
|
$
|
515,186
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
January 3,
2015 |
|
December 28,
2013 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
2,707,474
|
|
|
$
|
2,444,935
|
|
|
$
|
262,539
|
|
|
10.7
|
%
|
Segment operating profit
|
561,507
|
|
|
476,398
|
|
|
85,109
|
|
|
17.9
|
|
•
|
Incremental sales of Maidenform products;
|
•
|
Higher sales in our basics product category, specifically in socks and womens panties, primarily due to higher product pricing;
|
•
|
Higher sales in our licensed products, primarily due to higher sales volume.
|
•
|
Lower sales in the intimates and hosiery product categories, excluding Maidenform products, as a result of lower sales volume.
|
|
Years Ended
|
|
|
|
|
|||||||||
|
January 3,
2015 |
|
December 28,
2013 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
1,410,036
|
|
|
$
|
1,306,936
|
|
|
$
|
103,100
|
|
|
7.9
|
%
|
Segment operating profit
|
200,952
|
|
|
177,749
|
|
|
23,203
|
|
|
13.1
|
|
•
|
Higher sales in our
Gear for Sports
licensed apparel, primarily due to net space gains and higher point of sales activity at the retail level;
|
•
|
Higher sales for our
Champion
branded product in our retail channel, primarily due to net space gains at retailers;
|
•
|
Higher sales for our
Hanes
branded product in both the retail channel and branded printwear, primarily as a result of higher sales volume and new product introductions.
|
|
Years Ended
|
|
|
|
|
|||||||||
|
January 3,
2015 |
|
December 28,
2013 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
409,028
|
|
|
$
|
380,079
|
|
|
$
|
28,949
|
|
|
7.6
|
%
|
Segment operating profit
|
37,867
|
|
|
32,237
|
|
|
5,630
|
|
|
17.5
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
January 3,
2015 |
|
December 28,
2013 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
798,208
|
|
|
$
|
495,852
|
|
|
$
|
302,356
|
|
|
61.0
|
%
|
Segment operating profit
|
89,479
|
|
|
42,350
|
|
|
47,129
|
|
|
111.3
|
|
•
|
Incremental sales of Hanes Europe Innerwear products;
|
•
|
Incremental sales of Maidenform products;
|
•
|
8 percentage point unfavorable impact of foreign currency exchange rates.
|
|
Years Ended
|
||||||
|
January 3,
2015 |
|
December 28,
2013 |
||||
|
(dollars in thousands)
|
||||||
Acquisition and integration costs:
|
|
|
|
||||
Maidenform
|
$
|
96,315
|
|
|
$
|
72,735
|
|
Hanes Europe Innerwear
|
65,576
|
|
|
—
|
|
||
Total acquisition and integration costs
|
161,891
|
|
|
72,735
|
|
||
Foundational costs
|
5,110
|
|
|
4,930
|
|
||
Other costs
|
31,932
|
|
|
3,125
|
|
||
|
$
|
198,933
|
|
|
$
|
80,790
|
|
•
|
we have principal and interest obligations under our debt;
|
•
|
we acquired Hanes Europe Innerwear in August 2014 and Knights Apparel in April 2015 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 of our stock in the open market (12.1 million of which were repurchased during 2015 at a cost of $352 million). Since inception of the program, we have purchased 23.5 million shares, leaving 16.5 million shares authorized for repurchase under the program.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(dollars in thousands)
|
At
January 2, 2016
|
|
Fiscal
2016
|
|
Fiscal
2017-2018
|
|
Fiscal
2019-2020
|
|
Fiscal
2021 and
Thereafter
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on debt obligations (1)
|
$
|
586,970
|
|
|
$
|
121,098
|
|
|
$
|
239,042
|
|
|
$
|
206,272
|
|
|
$
|
20,558
|
|
Inventory purchase obligations
|
341,324
|
|
|
334,235
|
|
|
7,089
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
419,950
|
|
|
82,660
|
|
|
137,475
|
|
|
84,921
|
|
|
114,894
|
|
|||||
Marketing and advertising obligations
|
42,722
|
|
|
33,184
|
|
|
4,610
|
|
|
4,928
|
|
|
—
|
|
|||||
Other long-term obligations (2)
|
320,984
|
|
|
71,640
|
|
|
128,254
|
|
|
89,364
|
|
|
31,726
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
27,600
|
|
|
27,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
2,506,981
|
|
|
252,819
|
|
|
153,500
|
|
|
1,587,001
|
|
|
513,661
|
|
|||||
Notes payable
|
117,785
|
|
|
117,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
4,364,316
|
|
|
$
|
1,041,021
|
|
|
$
|
669,970
|
|
|
$
|
1,972,486
|
|
|
$
|
680,839
|
|
|
|
(1)
|
Interest obligations on floating rate debt instruments are calculated for future periods using interest rates in effect at
January 2, 2016
.
|
(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, capital leases and uncertain tax positions.
|
|
Years Ended
|
||||||
|
January 2,
2016 |
|
January 3,
2015 |
||||
|
(dollars in thousands)
|
||||||
Operating activities
|
$
|
227,007
|
|
|
$
|
508,090
|
|
Investing activities
|
(276,800
|
)
|
|
(358,315
|
)
|
||
Financing activities
|
132,982
|
|
|
(23,765
|
)
|
||
Effect of changes in foreign currency exchange rates on cash
|
(3,875
|
)
|
|
(2,018
|
)
|
||
Change in cash and cash equivalents
|
79,314
|
|
|
123,992
|
|
||
Cash and cash equivalents at beginning of year
|
239,855
|
|
|
115,863
|
|
||
Cash and cash equivalents at end of year
|
$
|
319,169
|
|
|
$
|
239,855
|
|
•
|
The build in inventory levels in 2015. In 2016 we expect to reduce our inventory levels through adjustments to our manufacturing production schedule, internalizing additional production and by drawing down our raw materials and work-in-process;
|
•
|
$100 million pension contribution in 2015; and
|
•
|
Decreased accounts receivable collections in 2015 due to the timing of sales within the fourth quarter year-over-year.
|
•
|
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 will begin 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 will 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.
|
•
|
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
2015
, the tables used as a basis for the mortality assumption were updated from the RP-2000 table and AA scale to the RP-2015 table and MP-2015 scale, respectively.
|
|
Increase (Decrease) in
|
||||||
(in millions)
|
Pension
Expense
|
|
Benefit
Obligation
|
||||
1% decrease in discount rate
|
$
|
—
|
|
|
$
|
152
|
|
1% increase in discount rate
|
—
|
|
|
(123
|
)
|
||
1% decrease in expected investment return
|
8
|
|
|
N/A
|
|
||
1% increase in expected investment return
|
(8
|
)
|
|
N/A
|
|
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
|
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
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
HANESBRANDS INC.
|
|
/s/ Richard A. Noll
|
Richard A. Noll
|
Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Richard A. Noll
|
|
Chief Executive Officer and
Chairman of the Board of Directors (principal executive officer) |
|
February 5, 2016
|
Richard A. Noll
|
|
|
|
|
|
|
|
|
|
/s/ Richard D. Moss
|
|
Chief Financial Officer
(principal financial officer)
|
|
February 5, 2016
|
Richard D. Moss
|
|
|
|
|
|
|
|
|
|
/s/ M. Scott Lewis
|
|
Chief Accounting Officer and Controller
(principal accounting officer)
|
|
February 5, 2016
|
M. Scott Lewis
|
|
|
|
|
|
|
|
|
|
/s/ Bobby J. Griffin
|
|
Director
|
|
February 5, 2016
|
Bobby J. Griffin
|
|
|
|
|
|
|
|
|
|
/s/ James C. Johnson
|
|
Director
|
|
February 5, 2016
|
James C. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Jessica T. Mathews
|
|
Director
|
|
February 5, 2016
|
Jessica T. Mathews
|
|
|
|
|
|
|
|
|
|
/s/ Franck J. Moison
|
|
Director
|
|
February 5, 2016
|
Franck J. Moison
|
|
|
|
|
|
|
|
|
|
/s/ Robert F. Moran
|
|
Director
|
|
February 5, 2016
|
Robert F. Moran
|
|
|
|
|
|
|
|
|
|
/s/ J. Patrick Mulcahy
|
|
Director
|
|
February 5, 2016
|
J. Patrick Mulcahy
|
|
|
|
|
|
|
|
|
|
/s/ Ronald L. Nelson
|
|
Director
|
|
February 5, 2016
|
Ronald L. Nelson
|
|
|
|
|
|
|
|
|
|
/s/ Andrew J. Schindler
|
|
Director
|
|
February 5, 2016
|
Andrew J. Schindler
|
|
|
|
|
|
|
|
|
|
/s/ David V. Singer
|
|
Director
|
|
February 5, 2016
|
David V. Singer
|
|
|
|
|
/s/ Ann E. Ziegler
|
|
Director
|
|
February 5, 2016
|
Ann E. Ziegler
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
||
2.1
|
|
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).
|
|
|
|
|
|
2.2
|
|
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).
|
|
|
|
|
|
2.3
|
|
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).
|
|
|
|
|
|
3.1
|
|
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).
|
|
|
|
||
3.2
|
|
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).
|
|
|
|
||
3.3
|
|
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).
|
|
|
|
|
|
3.4
|
|
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).
|
|
|
|
||
3.5
|
|
Amended and Restated Bylaws of Hanesbrands Inc. (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 November 2, 2015).
|
|
|
|
||
4.1
|
|
Indenture, dated as of August 1, 2008 (the “2008 Indenture”) among the Registrant, certain subsidiaries of the Registrant, and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (Commission file number 333-152733) filed with the Securities and Exchange Commission on August 1, 2008).
|
|
|
|
||
4.2
|
|
Fourth Supplemental Indenture (to the 2008 Indenture) dated November 9, 2010 among the Registrant, certain subsidiaries of the Registrant and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2010).
|
|
|
|
||
4.3
|
|
Sixth Supplemental Indenture (to the 2008 Indenture) dated July 1, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on October 31, 2013).
|
|
|
|
||
4.4
|
|
Eighth Supplemental Indenture (to the 2008 Indenture) dated September 11, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on October 31, 2013).
|
|
Exhibit
Number
|
|
Description
|
|
|
|
4.5
|
|
Tenth Supplemental Indenture (to the 2008 Indenture) dated October 8, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.6 to the Registrant’s Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on October 31, 2013).
|
|
|
|
4.6
|
|
Twelfth Supplemental Indenture (to the 2008 Indenture) dated November 4, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.18 to the Registrant’s Registration Statement on Form S-3 (Commission file number 333-192932) filed with the Securities and Exchange Commission on December 18, 2013).
|
|
|
|
4.7
|
|
Thirteenth Supplemental Indenture (to the 2008 Indenture) dated December 16, 2013 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.19 to the Registrant’s Registration Statement on Form S-3 (Commission file number 333-192932) filed with the Securities and Exchange Commission on December 18, 2013).
|
|
|
|
4.8
|
|
Fourteenth Supplemental Indenture (to the 2008 Indenture) dated April 6, 2015 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company (incorporated by reference from Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on May 1, 2015).
|
|
|
|
4.9
|
|
Fifteenth Supplemental Indenture (to the 2008 Indenture) dated January 8, 2016 among Hanesbrands Inc., certain subsidiaries of Hanesbrands Inc. and Branch Banking and Trust Company.
|
|
|
|
10.1
|
|
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).*
|
|
|
|
10.2
|
|
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).*
|
|
|
|
10.3
|
|
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).*
|
|
|
|
10.4
|
|
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).*
|
|
|
|
10.5
|
|
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).*
|
|
|
|
10.6
|
|
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).*
|
|
|
|
10.7
|
|
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).*
|
|
|
|
10.8
|
|
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).*
|
|
|
|
10.9
|
|
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).*
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.10
|
|
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).*
|
|
|
|
|
|
10.11
|
|
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).*
|
|
|
|
|
|
10.12
|
|
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).*
|
|
|
|
|
|
10.13
|
|
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).*
|
|
|
|
|
|
10.14
|
|
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).*
|
|
|
|
|
|
10.15
|
|
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).*
|
|
|
|
|
|
10.16
|
|
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).*
|
|
|
|
|
|
10.17
|
|
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.*
|
|
|
|
|
|
10.18
|
|
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).*
|
|
|
|
|
|
10.19
|
|
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 on April 30, 2015).
|
|
|
|
|
|
10.20
|
|
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 on July 31, 2015).
|
|
|
|
|
|
10.21
|
|
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 on October 29, 2015).
|
|
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
||
21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
||
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
||
24.1
|
|
Powers of Attorney (included on the signature pages hereto).
|
|
|
|
||
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
31.1
|
|
Certification of Richard A. Noll, Chief Executive Officer.
|
|
|
|
31.2
|
|
Certification of Richard D. Moss, Chief Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of Richard A. Noll, Chief Executive Officer.
|
|
|
|
32.2
|
|
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.
|
|
|
Consolidated Financial Statements:
|
Page
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Net sales
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
|
$
|
4,627,802
|
|
Cost of sales
|
3,595,217
|
|
|
3,420,339
|
|
|
3,016,109
|
|
|||
Gross profit
|
2,136,332
|
|
|
1,904,407
|
|
|
1,611,693
|
|
|||
Selling, general and administrative expenses
|
1,541,214
|
|
|
1,340,453
|
|
|
1,096,507
|
|
|||
Operating profit
|
595,118
|
|
|
563,954
|
|
|
515,186
|
|
|||
Other expenses
|
3,210
|
|
|
2,599
|
|
|
17,501
|
|
|||
Interest expense, net
|
118,035
|
|
|
96,387
|
|
|
101,884
|
|
|||
Income before income tax expense
|
473,873
|
|
|
464,968
|
|
|
395,801
|
|
|||
Income tax expense
|
45,018
|
|
|
60,449
|
|
|
65,307
|
|
|||
Net income
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
$
|
330,494
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
$
|
0.83
|
|
Diluted
|
$
|
1.06
|
|
|
$
|
0.99
|
|
|
$
|
0.81
|
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Net income
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
$
|
330,494
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation
|
(23,576
|
)
|
|
(12,171
|
)
|
|
(13,594
|
)
|
|||
Cash flow hedges, net of tax effect of ($866), ($1,114) and ($476), respectively
|
1,043
|
|
|
1,679
|
|
|
717
|
|
|||
Defined benefit plans, net of tax effect of ($883), $81,731 and ($61,582), respectively
|
189
|
|
|
(125,080
|
)
|
|
93,473
|
|
|||
Other comprehensive income (loss)
|
(22,344
|
)
|
|
(135,572
|
)
|
|
80,596
|
|
|||
Comprehensive income
|
$
|
406,511
|
|
|
$
|
268,947
|
|
|
$
|
411,090
|
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
319,169
|
|
|
$
|
239,855
|
|
Trade accounts receivable, net
|
680,417
|
|
|
672,048
|
|
||
Inventories
|
1,814,602
|
|
|
1,537,200
|
|
||
Other current assets
|
103,679
|
|
|
101,064
|
|
||
Total current assets
|
2,917,867
|
|
|
2,550,167
|
|
||
Property, net
|
650,462
|
|
|
674,379
|
|
||
Trademarks and other identifiable intangibles, net
|
700,515
|
|
|
691,201
|
|
||
Goodwill
|
834,315
|
|
|
723,120
|
|
||
Deferred tax assets
|
445,179
|
|
|
495,824
|
|
||
Other noncurrent assets
|
70,702
|
|
|
73,502
|
|
||
Total assets
|
$
|
5,619,040
|
|
|
$
|
5,208,193
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Accounts payable
|
$
|
672,972
|
|
|
$
|
621,220
|
|
Accrued liabilities and other:
|
|
|
|
||||
Payroll and employee benefits
|
142,154
|
|
|
143,335
|
|
||
Advertising and promotion
|
125,948
|
|
|
149,345
|
|
||
Other
|
192,231
|
|
|
198,759
|
|
||
Notes payable
|
117,785
|
|
|
144,438
|
|
||
Accounts Receivable Securitization Facility
|
195,163
|
|
|
210,963
|
|
||
Current portion of long-term debt
|
57,656
|
|
|
14,354
|
|
||
Total current liabilities
|
1,503,909
|
|
|
1,482,414
|
|
||
Long-term debt
|
2,254,162
|
|
|
1,613,997
|
|
||
Pension and postretirement benefits
|
362,266
|
|
|
472,003
|
|
||
Other noncurrent liabilities
|
222,812
|
|
|
253,007
|
|
||
Total liabilities
|
4,343,149
|
|
|
3,821,421
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
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 — 391,652,810 and 400,789,120, respectively
|
3,917
|
|
|
4,008
|
|
||
Additional paid-in capital
|
277,569
|
|
|
290,926
|
|
||
Retained earnings
|
1,389,338
|
|
|
1,464,427
|
|
||
Accumulated other comprehensive loss
|
(394,933
|
)
|
|
(372,589
|
)
|
||
Total stockholders’ equity
|
1,275,891
|
|
|
1,386,772
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,619,040
|
|
|
$
|
5,208,193
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balances at December 29, 2012
|
393,082
|
|
|
$
|
3,930
|
|
|
$
|
289,082
|
|
|
$
|
911,467
|
|
|
$
|
(317,613
|
)
|
|
$
|
886,866
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
330,494
|
|
|
—
|
|
|
330,494
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,543
|
)
|
|
—
|
|
|
(60,543
|
)
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,594
|
)
|
|
(13,594
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
717
|
|
|||||
Net unrecognized gain from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,473
|
|
|
93,473
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23,845
|
|
|
—
|
|
|
—
|
|
|
23,845
|
|
|||||
Net exercise of stock options, vesting of restricted stock units and other
|
4,740
|
|
|
48
|
|
|
(16,448
|
)
|
|
—
|
|
|
—
|
|
|
(16,400
|
)
|
|||||
Net transactions related to spin off
|
—
|
|
|
—
|
|
|
(14,235
|
)
|
|
—
|
|
|
—
|
|
|
(14,235
|
)
|
|||||
Balances at December 28, 2013
|
397,822
|
|
|
$
|
3,978
|
|
|
$
|
282,244
|
|
|
$
|
1,181,418
|
|
|
$
|
(237,017
|
)
|
|
$
|
1,230,623
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
404,519
|
|
|
—
|
|
|
404,519
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,510
|
)
|
|
—
|
|
|
(121,510
|
)
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,171
|
)
|
|
(12,171
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,679
|
|
|
1,679
|
|
|||||
Net unrecognized loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,080
|
)
|
|
(125,080
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
30,230
|
|
|
—
|
|
|
—
|
|
|
30,230
|
|
|||||
Net exercise of stock options, vesting of restricted stock units and other
|
2,967
|
|
|
30
|
|
|
(21,548
|
)
|
|
—
|
|
|
—
|
|
|
(21,518
|
)
|
|||||
Balances at January 3, 2015
|
400,789
|
|
|
$
|
4,008
|
|
|
$
|
290,926
|
|
|
$
|
1,464,427
|
|
|
$
|
(372,589
|
)
|
|
$
|
1,386,772
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
428,855
|
|
|
—
|
|
|
428,855
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(161,316
|
)
|
|
—
|
|
|
(161,316
|
)
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,576
|
)
|
|
(23,576
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,043
|
|
|
1,043
|
|
|||||
Net unrecognized gain from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
189
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
29,154
|
|
|
—
|
|
|
—
|
|
|
29,154
|
|
|||||
Net exercise of stock options, vesting of restricted stock units and other
|
3,012
|
|
|
30
|
|
|
(33,765
|
)
|
|
—
|
|
|
—
|
|
|
(33,735
|
)
|
|||||
Share repurchases
|
(12,148
|
)
|
|
(121
|
)
|
|
(8,746
|
)
|
|
(342,628
|
)
|
|
—
|
|
|
(351,495
|
)
|
|||||
Balances at January 2, 2016
|
391,653
|
|
|
$
|
3,917
|
|
|
$
|
277,569
|
|
|
$
|
1,389,338
|
|
|
$
|
(394,933
|
)
|
|
$
|
1,275,891
|
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
$
|
330,494
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
80,166
|
|
|
75,977
|
|
|
76,125
|
|
|||
Amortization of intangibles
|
23,737
|
|
|
22,225
|
|
|
14,765
|
|
|||
Amortization of debt issuance costs
|
7,077
|
|
|
6,011
|
|
|
6,921
|
|
|||
Stock compensation expense
|
29,618
|
|
|
30,587
|
|
|
24,178
|
|
|||
Deferred taxes
|
10,850
|
|
|
(12,401
|
)
|
|
14,616
|
|
|||
Other
|
(8,696
|
)
|
|
1,962
|
|
|
1,838
|
|
|||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
(21,974
|
)
|
|
1,228
|
|
|
4,803
|
|
|||
Inventories
|
(289,654
|
)
|
|
(40,248
|
)
|
|
83,748
|
|
|||
Other assets
|
35,044
|
|
|
14,270
|
|
|
12,857
|
|
|||
Accounts payable
|
74,613
|
|
|
71,901
|
|
|
30,897
|
|
|||
Accrued pension and postretirement
|
(102,202
|
)
|
|
5,295
|
|
|
(25,880
|
)
|
|||
Accrued liabilities and other
|
(40,427
|
)
|
|
(73,236
|
)
|
|
15,919
|
|
|||
Net cash from operating activities
|
227,007
|
|
|
508,090
|
|
|
591,281
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(99,375
|
)
|
|
(64,311
|
)
|
|
(43,627
|
)
|
|||
Proceeds from sales of assets
|
15,404
|
|
|
7,120
|
|
|
6,089
|
|
|||
Acquisition of business, net of cash acquired
|
(192,829
|
)
|
|
(360,439
|
)
|
|
(559,855
|
)
|
|||
Proceeds from sale of investments
|
—
|
|
|
64,380
|
|
|
—
|
|
|||
Other
|
—
|
|
|
(5,065
|
)
|
|
—
|
|
|||
Net cash from investing activities
|
(276,800
|
)
|
|
(358,315
|
)
|
|
(597,393
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings on notes payable
|
1,167,681
|
|
|
158,217
|
|
|
101,175
|
|
|||
Repayments on notes payable
|
(1,184,458
|
)
|
|
(138,225
|
)
|
|
(91,027
|
)
|
|||
Borrowings on Accounts Receivable Securitization Facility
|
231,891
|
|
|
161,167
|
|
|
145,715
|
|
|||
Repayments on Accounts Receivable Securitization Facility
|
(247,691
|
)
|
|
(131,994
|
)
|
|
(137,761
|
)
|
|||
Borrowings on Revolving Loan Facility
|
5,272,000
|
|
|
3,536,000
|
|
|
4,053,500
|
|
|||
Repayments on Revolving Loan Facility
|
(5,385,000
|
)
|
|
(3,826,500
|
)
|
|
(3,654,000
|
)
|
|||
Incurrence of debt under the Euro Term Loan Facility
|
—
|
|
|
476,566
|
|
|
—
|
|
|||
Repayments of Euro Term Loan Facility
|
(289,079
|
)
|
|
(2,226
|
)
|
|
—
|
|
|||
Borrowings on Term Loan A Facility
|
725,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments on Term Loan A Facility
|
(19,688
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings on Term Loan B Facility
|
425,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments on Term Loan B Facility
|
(3,188
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings on International Debt
|
10,676
|
|
|
—
|
|
|
—
|
|
|||
Repayments on International Debt
|
(15,971
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of assumed debt related to acquisition of business
|
—
|
|
|
(117,400
|
)
|
|
—
|
|
|||
Share repurchases
|
(351,495
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of debt under 8% Senior Notes
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||
Cash dividends paid
|
(161,316
|
)
|
|
(119,607
|
)
|
|
(59,442
|
)
|
|||
Payments to amend and refinance credit facilities
|
(12,793
|
)
|
|
(6,011
|
)
|
|
(5,630
|
)
|
|||
Taxes paid related to net shares settlement of equity awards
|
(76,569
|
)
|
|
(54,593
|
)
|
|
(41,839
|
)
|
|||
Excess tax benefit from stock-based compensation
|
45,286
|
|
|
39,568
|
|
|
26,784
|
|
|||
Other
|
2,696
|
|
|
1,273
|
|
|
6,282
|
|
|||
Net cash from financing activities
|
132,982
|
|
|
(23,765
|
)
|
|
93,757
|
|
|||
Effect of changes in foreign exchange rates on cash
|
(3,875
|
)
|
|
(2,018
|
)
|
|
(14,578
|
)
|
|||
Change in cash and cash equivalents
|
79,314
|
|
|
123,992
|
|
|
73,067
|
|
|||
Cash and cash equivalents at beginning of year
|
239,855
|
|
|
115,863
|
|
|
42,796
|
|
|||
Cash and cash equivalents at end of year
|
$
|
319,169
|
|
|
$
|
239,855
|
|
|
$
|
115,863
|
|
(1)
|
Basis of Presentation
|
(2)
|
Summary of Significant Accounting Policies
|
(3)
|
Acquisitions
|
Cash and cash equivalents
|
$
|
59
|
|
Trade accounts receivable, net
|
14,879
|
|
|
Inventories
|
22,820
|
|
|
Deferred tax assets and other
|
2,190
|
|
|
Trademarks and other identifiable intangibles
|
59,950
|
|
|
Total assets acquired
|
99,898
|
|
|
Accounts payable, Accrued liabilities and other
|
6,807
|
|
|
Deferred tax liabilities and other noncurrent liabilities
|
18,142
|
|
|
Total liabilities assumed
|
24,949
|
|
|
Net assets acquired
|
74,949
|
|
|
Goodwill
|
117,939
|
|
|
Purchase price
|
$
|
192,888
|
|
|
|
Years Ended
|
||||||
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Net sales
|
|
$
|
5,753,706
|
|
|
$
|
5,490,862
|
|
Net income
|
|
433,636
|
|
|
404,973
|
|
||
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
1.08
|
|
|
$
|
1.01
|
|
Diluted
|
|
1.07
|
|
|
0.99
|
|
Cash and cash equivalents
|
$
|
38,875
|
|
Trade accounts receivable, net
|
121,169
|
|
|
Inventories
|
245,161
|
|
|
Other current assets
|
106,489
|
|
|
Property, net
|
104,868
|
|
|
Trademarks and other identifiable intangibles, net
|
365,104
|
|
|
Deferred tax assets, noncurrent
|
13,832
|
|
|
Other noncurrent assets
|
5,755
|
|
|
Total assets acquired
|
1,001,253
|
|
|
Accounts payables
|
79,785
|
|
|
Accrued liabilities and other
|
184,433
|
|
|
Notes payable
|
97,599
|
|
|
Current portion of long-term debt
|
123,891
|
|
|
Long-term debt
|
8,683
|
|
|
Deferred tax liabilities, noncurrent
|
111,072
|
|
|
Other noncurrent liabilities
|
100,621
|
|
|
Total liabilities assumed
|
706,084
|
|
|
Net assets acquired
|
295,169
|
|
|
Goodwill
|
104,145
|
|
|
Purchase price
|
$
|
399,314
|
|
|
Years Ended
|
||
|
January 3,
2015 |
||
Net sales
|
$
|
5,872,848
|
|
Net income
|
427,296
|
|
|
Earnings per share:
|
|
||
Basic
|
$
|
1.06
|
|
Diluted
|
1.05
|
|
(4)
|
Earnings Per Share
|
|
Years Ended
|
|||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|||
Basic weighted average shares outstanding
|
399,891
|
|
|
402,300
|
|
|
399,436
|
|
Effect of potentially dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
2,719
|
|
|
4,452
|
|
|
6,144
|
|
Restricted stock units
|
1,009
|
|
|
1,292
|
|
|
1,708
|
|
Employee stock purchase plan and other
|
40
|
|
|
—
|
|
|
4
|
|
Diluted weighted average shares outstanding
|
403,659
|
|
|
408,044
|
|
|
407,292
|
|
(5)
|
Stock-Based Compensation
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
Options outstanding at December 29, 2012
|
19,428
|
|
|
$
|
5.67
|
|
|
$
|
59,744
|
|
|
4.91
|
Exercised
|
(8,308
|
)
|
|
5.86
|
|
|
|
|
|
|||
Forfeited
|
(8
|
)
|
|
5.59
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding at December 28, 2013
|
11,112
|
|
|
$
|
5.53
|
|
|
$
|
131,219
|
|
|
4.31
|
Exercised
|
(3,800
|
)
|
|
4.82
|
|
|
|
|
|
|||
Forfeited
|
(20
|
)
|
|
5.59
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding at January 3, 2015
|
7,292
|
|
|
$
|
5.92
|
|
|
$
|
158,469
|
|
|
3.40
|
Exercised
|
(4,540
|
)
|
|
6.10
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding and exercisable at January 2, 2016
|
2,752
|
|
|
$
|
5.62
|
|
|
$
|
65,531
|
|
|
2.88
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
Nonvested share units outstanding at December 29, 2012
|
5,624
|
|
|
$
|
7.19
|
|
|
$
|
49,188
|
|
|
1.99
|
Granted — non-performanced based
|
804
|
|
|
16.84
|
|
|
|
|
|
|||
Granted — performanced based
|
896
|
|
|
13.23
|
|
|
|
|
|
|||
Vested
|
(2,424
|
)
|
|
6.99
|
|
|
|
|
|
|||
Forfeited
|
(128
|
)
|
|
7.04
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at December 28, 2013
|
4,772
|
|
|
$
|
10.06
|
|
|
$
|
82,742
|
|
|
1.79
|
Granted — non-performanced based
|
490
|
|
|
27.26
|
|
|
|
|
|
|||
Granted — performanced based
|
871
|
|
|
17.04
|
|
|
|
|
|
|||
Vested
|
(2,366
|
)
|
|
7.54
|
|
|
|
|
|
|||
Forfeited
|
(349
|
)
|
|
9.37
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at January 3, 2015
|
3,418
|
|
|
$
|
16.12
|
|
|
$
|
94,521
|
|
|
1.71
|
Granted — non-performanced based
|
516
|
|
|
31.06
|
|
|
|
|
|
|||
Granted — performanced based
|
828
|
|
|
23.50
|
|
|
|
|
|
|||
Vested
|
(1,816
|
)
|
|
11.45
|
|
|
|
|
|
|||
Forfeited
|
(113
|
)
|
|
16.87
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at January 2, 2016
|
2,833
|
|
|
$
|
23.99
|
|
|
$
|
83,381
|
|
|
1.78
|
(6)
|
Trade Accounts Receivable
|
|
Allowance
for Doubtful Accounts |
|
Allowance
for Chargebacks and Other Deductions |
|
Total
|
||||||
Balance at December 29, 2012
|
$
|
6,187
|
|
|
$
|
8,753
|
|
|
$
|
14,940
|
|
Charged to expenses
|
1,445
|
|
|
5,288
|
|
|
6,733
|
|
|||
Deductions and write-offs
|
(2,346
|
)
|
|
(5,991
|
)
|
|
(8,337
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at December 28, 2013
|
$
|
5,286
|
|
|
$
|
8,050
|
|
|
$
|
13,336
|
|
Charged to expenses
|
7,230
|
|
|
18,159
|
|
|
25,389
|
|
|||
Deductions and write-offs
|
(4,399
|
)
|
|
(17,470
|
)
|
|
(21,869
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at January 3, 2015
|
$
|
8,117
|
|
|
$
|
8,739
|
|
|
$
|
16,856
|
|
Charged to expenses
|
4,656
|
|
|
8,675
|
|
|
13,331
|
|
|||
Deductions and write-offs
|
(9,024
|
)
|
|
(8,063
|
)
|
|
(17,087
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at January 2, 2016
|
$
|
3,749
|
|
|
$
|
9,351
|
|
|
$
|
13,100
|
|
(7)
|
Inventories
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Raw materials
|
$
|
173,336
|
|
|
$
|
122,873
|
|
Work in process
|
200,836
|
|
|
196,886
|
|
||
Finished goods
|
1,440,430
|
|
|
1,217,441
|
|
||
|
$
|
1,814,602
|
|
|
$
|
1,537,200
|
|
(8)
|
Property, Net
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Land
|
$
|
43,892
|
|
|
$
|
48,109
|
|
Buildings and improvements
|
535,898
|
|
|
541,096
|
|
||
Machinery and equipment
|
927,999
|
|
|
891,345
|
|
||
Construction in progress
|
42,127
|
|
|
51,440
|
|
||
Capital leases
|
3,205
|
|
|
6,054
|
|
||
|
1,553,121
|
|
|
1,538,044
|
|
||
Less accumulated depreciation
|
902,659
|
|
|
863,665
|
|
||
Property, net
|
$
|
650,462
|
|
|
$
|
674,379
|
|
(9)
|
Notes Payable
|
|
Interest
Rate as of January 2, 2016 |
|
Principal Amount
|
||||||
January 2,
2016 |
|
January 3,
2015 |
|||||||
Europe
|
5.64%
|
|
86,080
|
|
|
105,691
|
|
||
El Salvador
|
3.00%
|
|
$
|
30,000
|
|
|
$
|
30,000
|
|
Philippines
|
5.35%
|
|
1,341
|
|
|
1,409
|
|
||
Australia
|
4.50%
|
|
364
|
|
|
409
|
|
||
China
|
—
|
|
—
|
|
|
6,929
|
|
||
|
|
|
$
|
117,785
|
|
|
$
|
144,438
|
|
(10)
|
Debt
|
|
Interest
Rate as of January 2, 2016 |
|
Principal Amount
|
|
|
||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
Maturity Date
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||
Revolving Loan Facility
|
2.34%
|
|
$
|
63,500
|
|
|
$
|
176,500
|
|
|
April 2020
|
Euro Term Loan
|
3.50%
|
|
113,098
|
|
|
436,953
|
|
|
August 2021
|
||
Term Loan A
|
1.89%
|
|
705,313
|
|
|
—
|
|
|
April 2020
|
||
Term Loan B
|
3.25%
|
|
421,813
|
|
|
—
|
|
|
April 2022
|
||
6.375% Senior Notes
|
6.38%
|
|
1,000,000
|
|
|
1,000,000
|
|
|
December 2020
|
||
Accounts Receivable Securitization Facility
|
1.17%
|
|
195,163
|
|
|
210,963
|
|
|
March 2016
|
||
Other International Debt
|
Various
|
|
8,094
|
|
|
14,898
|
|
|
Various
|
||
|
|
|
2,506,981
|
|
|
1,839,314
|
|
|
|
||
Less current maturities
|
|
|
252,819
|
|
|
225,317
|
|
|
|
||
|
|
|
$
|
2,254,162
|
|
|
$
|
1,613,997
|
|
|
|
•
|
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.
|
(11)
|
Commitments and Contingencies
|
(12)
|
Intangible Assets and Goodwill
|
|
Gross
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
Year ended January 2, 2016:
|
|
|
|
|
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks and brand names
|
$
|
127,811
|
|
|
$
|
74,810
|
|
|
$
|
53,001
|
|
Licensing agreements
|
99,588
|
|
|
24,104
|
|
|
75,484
|
|
|||
Customer and distributor relationships
|
82,854
|
|
|
10,674
|
|
|
72,180
|
|
|||
Computer software
|
73,419
|
|
|
64,418
|
|
|
9,001
|
|
|||
Other intangibles
|
4,958
|
|
|
3,781
|
|
|
1,177
|
|
|||
|
$
|
388,630
|
|
|
$
|
177,787
|
|
|
210,843
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
|
|
458,288
|
|
|||||
Perpetual licensing agreements
|
|
|
|
|
31,384
|
|
|||||
Net book value of intangible assets
|
|
|
|
|
$
|
700,515
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
Year ended January 3, 2015:
|
|
|
|
|
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks and brand names
|
$
|
135,622
|
|
|
$
|
78,199
|
|
|
$
|
57,423
|
|
Licensing agreements
|
69,225
|
|
|
16,122
|
|
|
53,103
|
|
|||
Customer and distributor relationships
|
74,137
|
|
|
6,463
|
|
|
67,674
|
|
|||
Computer software
|
68,164
|
|
|
60,937
|
|
|
7,227
|
|
|||
Other intangibles
|
1,820
|
|
|
1,267
|
|
|
553
|
|
|||
|
$
|
348,968
|
|
|
$
|
162,988
|
|
|
185,980
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
|
|
470,501
|
|
|||||
Perpetual licensing agreements
|
|
|
|
|
34,720
|
|
|||||
Net book value of intangible assets
|
|
|
|
|
$
|
691,201
|
|
|
Innerwear
|
|
Activewear
|
|
Direct to
Consumer |
|
International
|
|
Total
|
||||||||||
Net book value at December 28, 2013
|
$
|
427,231
|
|
|
$
|
171,214
|
|
|
$
|
3,155
|
|
|
$
|
24,792
|
|
|
$
|
626,392
|
|
Acquisition of business
|
4,330
|
|
|
—
|
|
|
69
|
|
|
101,545
|
|
|
105,944
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,216
|
)
|
|
(9,216
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net book value at January 3, 2015
|
$
|
431,561
|
|
|
$
|
171,214
|
|
|
$
|
3,224
|
|
|
$
|
117,121
|
|
|
$
|
723,120
|
|
Acquisition of business
|
—
|
|
|
117,939
|
|
|
—
|
|
|
2,807
|
|
|
120,746
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,551
|
)
|
|
(9,551
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net book value at January 2, 2016
|
$
|
431,561
|
|
|
$
|
289,153
|
|
|
$
|
3,224
|
|
|
$
|
110,377
|
|
|
$
|
834,315
|
|
(13)
|
Accumulated Other Comprehensive Loss
|
|
Cumulative Translation Adjustment
|
|
Hedges
|
|
Defined Benefit Plans
|
|
Income Taxes
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
|
|
|
|
|
|||||||||||||||
Balance at December 28, 2013
|
$
|
(21,928
|
)
|
|
$
|
2,042
|
|
|
$
|
(357,503
|
)
|
|
$
|
140,372
|
|
|
$
|
(237,017
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1,113
|
)
|
|
10,417
|
|
|
(3,709
|
)
|
|
5,595
|
|
|||||
Current-period other comprehensive income (loss) activity
|
(12,171
|
)
|
|
3,905
|
|
|
(217,745
|
)
|
|
84,844
|
|
|
(141,167
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
)
|
Component of AOCI
|
|
Location of Reclassification into Income
|
|
Amount of Reclassification from AOCI
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|||||||||
Gain (loss) on foreign exchange contracts
|
|
Cost of sales
|
|
$
|
(11,968
|
)
|
|
$
|
(1,113
|
)
|
|
$
|
(400
|
)
|
|
|
Income tax
|
|
4,655
|
|
|
444
|
|
|
160
|
|
|||
|
|
Net of tax
|
|
$
|
(7,313
|
)
|
|
$
|
(669
|
)
|
|
$
|
(240
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of deferred actuarial loss and prior service cost
|
|
Selling, general and administrative expenses
|
|
$
|
14,573
|
|
|
$
|
10,417
|
|
|
$
|
15,418
|
|
|
|
Income tax
|
|
(5,669
|
)
|
|
(4,153
|
)
|
|
(6,034
|
)
|
|||
|
|
Net of tax
|
|
$
|
8,904
|
|
|
$
|
6,264
|
|
|
$
|
9,384
|
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications
|
|
|
|
$
|
1,591
|
|
|
$
|
5,595
|
|
|
$
|
9,144
|
|
(14)
|
Financial Instruments and Risk Management
|
|
|
|
Fair Value
|
||||||
|
Balance Sheet Location
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Hedges
|
Other current assets
|
|
$
|
3,700
|
|
|
$
|
3,447
|
|
Non-hedges
|
Other current assets
|
|
1,514
|
|
|
2,960
|
|
||
Total derivative assets
|
|
|
$
|
5,214
|
|
|
$
|
6,407
|
|
|
|
|
|
|
|
||||
Hedges
|
Accrued liabilities
|
|
$
|
(330
|
)
|
|
$
|
—
|
|
Non-hedges
|
Accrued liabilities
|
|
(775
|
)
|
|
(109
|
)
|
||
Total derivative liabilities
|
|
|
$
|
(1,105
|
)
|
|
$
|
(109
|
)
|
|
|
|
|
|
|
||||
Net derivative asset
|
|
|
$
|
4,109
|
|
|
$
|
6,298
|
|
|
Amount of Gain (Loss) Recognized in
Accumulated Other Comprehensive Loss (Effective Portion) Year Ended |
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Foreign exchange contracts
|
13,423
|
|
|
3,905
|
|
|
1,593
|
|
|||
Total
|
$
|
13,423
|
|
|
$
|
3,905
|
|
|
$
|
1,593
|
|
|
Location of Gain Reclassified from
Accumulated Other Comprehensive Income (Loss) into Income (Effective Portion) |
|
Amount of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Loss into Income (Effective Portion) Year Ended |
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||||
Foreign exchange contracts
|
Cost of sales
|
|
11,968
|
|
|
1,113
|
|
|
400
|
|
|||
Total
|
|
|
$
|
11,968
|
|
|
$
|
1,113
|
|
|
$
|
400
|
|
|
Location of Gain (Loss)
Recognized in Income on Derivatives |
|
Amount of Gain (Loss) Recognized in
Income Year Ended |
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||||
Foreign exchange contracts
|
Selling, general and
administrative expenses |
|
$
|
(9,271
|
)
|
|
$
|
(1,188
|
)
|
|
$
|
458
|
|
(15)
|
Fair Value of Assets and Liabilities
|
•
|
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.
|
|
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) |
||||||
Defined benefit pension plan investment assets:
|
|
|
|
|
|
||||||
Hedge fund of funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
338,169
|
|
U.S. equity securities
|
113,410
|
|
|
22,743
|
|
|
—
|
|
|||
Foreign equity securities
|
35,398
|
|
|
90,606
|
|
|
—
|
|
|||
Debt securities
|
17,176
|
|
|
126,327
|
|
|
—
|
|
|||
Real estate
|
—
|
|
|
—
|
|
|
43,656
|
|
|||
Commodities
|
—
|
|
|
15,519
|
|
|
—
|
|
|||
Insurance contracts
|
—
|
|
|
5,128
|
|
|
—
|
|
|||
Cash and other
|
1,085
|
|
|
—
|
|
|
—
|
|
|||
|
167,069
|
|
|
260,323
|
|
|
381,825
|
|
|||
Derivative contracts:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
—
|
|
|
5,214
|
|
|
—
|
|
|||
Foreign exchange derivative contracts
|
—
|
|
|
(1,105
|
)
|
|
—
|
|
|||
|
—
|
|
|
4,109
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Deferred compensation plan liability
|
—
|
|
|
(36,257
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
167,069
|
|
|
$
|
228,175
|
|
|
$
|
381,825
|
|
|
Assets (Liabilities) at Fair Value as of
January 3, 2015 |
||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
305,499
|
|
U.S. equity securities
|
124,136
|
|
|
29,192
|
|
|
—
|
|
|||
Foreign equity securities
|
44,684
|
|
|
72,871
|
|
|
—
|
|
|||
Debt securities
|
19,872
|
|
|
128,181
|
|
|
—
|
|
|||
Real estate
|
—
|
|
|
—
|
|
|
40,874
|
|
|||
Commodities
|
—
|
|
|
12,649
|
|
|
—
|
|
|||
Insurance Contracts
|
—
|
|
|
5,797
|
|
|
—
|
|
|||
Cash and other
|
4,243
|
|
|
—
|
|
|
—
|
|
|||
|
192,935
|
|
|
248,690
|
|
|
346,373
|
|
|||
Derivative contracts:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
—
|
|
|
6,407
|
|
|
—
|
|
|||
Foreign exchange derivative contracts
|
—
|
|
|
(109
|
)
|
|
—
|
|
|||
|
—
|
|
|
6,298
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Deferred compensation plan liability
|
—
|
|
|
(28,289
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
192,935
|
|
|
$
|
226,699
|
|
|
$
|
346,373
|
|
|
Hedge fund of
funds
|
|
Real estate
|
||||
Balance at December 28, 2013
|
$
|
281,908
|
|
|
$
|
33,575
|
|
Actual return on assets
|
13,038
|
|
|
4,869
|
|
||
Sale of assets
|
(1,447
|
)
|
|
(720
|
)
|
||
Purchase of assets
|
12,000
|
|
|
3,150
|
|
||
|
|
|
|
||||
Balance at January 3, 2015
|
$
|
305,499
|
|
|
$
|
40,874
|
|
Actual return on assets
|
6,625
|
|
|
4,850
|
|
||
Sale of assets
|
(955
|
)
|
|
(3,699
|
)
|
||
Purchase of assets
|
27,000
|
|
|
1,631
|
|
||
|
|
|
|
||||
Balance at January 2, 2016
|
$
|
338,169
|
|
|
$
|
43,656
|
|
(16)
|
Defined Benefit Pension Plans
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Service cost
|
$
|
2,478
|
|
|
$
|
1,903
|
|
|
$
|
1,565
|
|
Interest cost
|
49,202
|
|
|
48,768
|
|
|
44,174
|
|
|||
Expected return on assets
|
(55,127
|
)
|
|
(52,515
|
)
|
|
(46,777
|
)
|
|||
Settlement cost
|
25
|
|
|
130
|
|
|
—
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service cost
|
22
|
|
|
40
|
|
|
35
|
|
|||
Net actuarial loss
|
14,551
|
|
|
10,377
|
|
|
15,382
|
|
|||
Net periodic benefit cost
|
$
|
11,151
|
|
|
$
|
8,703
|
|
|
$
|
14,379
|
|
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Net (gain) loss
|
$
|
3,813
|
|
|
$
|
206,756
|
|
|
$
|
(155,314
|
)
|
Prior service (credit) cost
|
22
|
|
|
(40
|
)
|
|
208
|
|
|||
Total (gain) loss recognized in other comprehensive income
|
3,835
|
|
|
206,716
|
|
|
(155,106
|
)
|
|||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
14,986
|
|
|
$
|
215,419
|
|
|
$
|
(140,727
|
)
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Benefit obligation:
|
|
|
|
||||
Beginning of year
|
$
|
1,255,216
|
|
|
$
|
1,000,065
|
|
Service cost
|
2,478
|
|
|
1,903
|
|
||
Interest cost
|
49,202
|
|
|
48,768
|
|
||
Benefits paid
|
(55,019
|
)
|
|
(53,348
|
)
|
||
Curtailments
|
—
|
|
|
(997
|
)
|
||
Settlements
|
(1,147
|
)
|
|
(1,209
|
)
|
||
Impact of exchange rate change
|
(11,468
|
)
|
|
(9,910
|
)
|
||
Business combination
|
—
|
|
|
72,279
|
|
||
Actuarial loss (gain)
|
(66,995
|
)
|
|
197,665
|
|
||
End of year
|
1,172,267
|
|
|
1,255,216
|
|
||
|
|
|
|
||||
Fair value of plan assets:
|
|
|
|
||||
Beginning of year
|
787,998
|
|
|
739,579
|
|
||
Actual return on plan assets
|
(24,496
|
)
|
|
30,703
|
|
||
Employer contributions
|
106,693
|
|
|
68,738
|
|
||
Benefits paid
|
(55,019
|
)
|
|
(53,348
|
)
|
||
Settlements
|
(1,147
|
)
|
|
(1,209
|
)
|
||
Business combination
|
—
|
|
|
6,378
|
|
||
Impact of exchange rate change
|
(4,812
|
)
|
|
(2,843
|
)
|
||
End of year
|
809,217
|
|
|
787,998
|
|
||
Funded status
|
$
|
(363,050
|
)
|
|
$
|
(467,218
|
)
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Benefit obligation
|
$
|
1,172,267
|
|
|
$
|
1,255,216
|
|
Plans with benefit obligation in excess of plan assets:
|
|
|
|
||||
Benefit obligation
|
1,147,028
|
|
|
1,252,743
|
|
||
Fair value of plan assets
|
784,681
|
|
|
785,524
|
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Current liabilities
|
$
|
(6,262
|
)
|
|
$
|
(5,142
|
)
|
Noncurrent liabilities
|
(356,788
|
)
|
|
(462,076
|
)
|
||
Accumulated other comprehensive loss
|
(561,699
|
)
|
|
(565,534
|
)
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Prior service cost
|
$
|
226
|
|
|
$
|
248
|
|
Actuarial loss
|
561,473
|
|
|
565,286
|
|
||
|
$
|
561,699
|
|
|
$
|
565,534
|
|
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|||
Net periodic benefit cost:
|
|
|
|
|
|
|||
Discount rate
|
4.43
|
%
|
|
4.96
|
%
|
|
4.17
|
%
|
Long-term rate of return on plan assets
|
5.61
|
|
|
6.90
|
|
|
7.29
|
|
Rate of compensation increase (1)
|
3.51
|
|
|
3.74
|
|
|
3.74
|
|
|
|
|
|
|
|
|||
Plan obligations:
|
|
|
|
|
|
|||
Discount rate
|
4.04
|
%
|
|
4.04
|
%
|
|
4.96
|
%
|
Rate of compensation increase (1)
|
3.51
|
|
|
3.50
|
|
|
3.74
|
|
|
|
(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
January 2, 2016
,
January 3, 2015
and
December 28, 2013
.
|
|
January 2,
2016 |
|
January 3,
2015 |
||
Asset category:
|
|
|
|
||
Hedge fund of funds
|
41
|
%
|
|
38
|
%
|
U.S. equity securities
|
17
|
|
|
19
|
|
Foreign equity securities
|
15
|
|
|
15
|
|
Debt securities
|
18
|
|
|
19
|
|
Real estate
|
5
|
|
|
5
|
|
Commodities
|
2
|
|
|
2
|
|
Insurance contracts
|
1
|
|
|
1
|
|
Cash and other
|
1
|
|
|
1
|
|
(17)
|
Income Taxes
|
|
Years Ended
|
|||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|||
Income before income tax expense:
|
|
|
|
|
|
|||
Domestic
|
5.6
|
%
|
|
13.6
|
%
|
|
21.5
|
%
|
Foreign
|
94.4
|
|
|
86.4
|
|
|
78.5
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|||
Tax expense at U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax
|
1.1
|
|
|
0.6
|
|
|
0.4
|
|
Tax on remittance of foreign earnings
|
9.1
|
|
|
0.8
|
|
|
2.5
|
|
Foreign taxes less than U.S. statutory rate
|
(30.8
|
)
|
|
(24.0
|
)
|
|
(19.6
|
)
|
Employee benefits
|
0.4
|
|
|
0.5
|
|
|
1.0
|
|
Change in valuation allowance
|
2.6
|
|
|
2.1
|
|
|
0.5
|
|
Release of unrecognized tax benefit reserves
|
(9.8
|
)
|
|
(1.7
|
)
|
|
(2.3
|
)
|
State tax rate change
|
2.3
|
|
|
—
|
|
|
—
|
|
Other, net
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(1.0
|
)
|
Taxes at effective worldwide tax rates
|
9.5
|
%
|
|
13.0
|
%
|
|
16.5
|
%
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year ended January 2, 2016
|
|
|
|
|
|
||||||
Domestic
|
$
|
(2,294
|
)
|
|
$
|
9,437
|
|
|
$
|
7,143
|
|
Foreign
|
32,067
|
|
|
(10,235
|
)
|
|
21,832
|
|
|||
State
|
4,395
|
|
|
11,648
|
|
|
16,043
|
|
|||
|
$
|
34,168
|
|
|
$
|
10,850
|
|
|
$
|
45,018
|
|
|
|
|
|
|
|
||||||
Year ended January 3, 2015
|
|
|
|
|
|
||||||
Domestic
|
$
|
41,608
|
|
|
$
|
(10,517
|
)
|
|
$
|
31,067
|
|
Foreign
|
24,290
|
|
|
3,663
|
|
|
27,977
|
|
|||
State
|
6,951
|
|
|
(5,546
|
)
|
|
1,405
|
|
|||
|
$
|
72,849
|
|
|
$
|
(12,400
|
)
|
|
$
|
60,449
|
|
|
|
|
|
|
|
||||||
Year ended December 28, 2013
|
|
|
|
|
|
||||||
Domestic
|
$
|
24,166
|
|
|
$
|
16,310
|
|
|
$
|
40,476
|
|
Foreign
|
22,037
|
|
|
(590
|
)
|
|
21,447
|
|
|||
State
|
4,488
|
|
|
(1,104
|
)
|
|
3,384
|
|
|||
|
$
|
50,691
|
|
|
$
|
14,616
|
|
|
$
|
65,307
|
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Cash payments for income taxes
|
$
|
23,045
|
|
|
$
|
19,126
|
|
|
$
|
34,221
|
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Deferred tax assets:
|
|
|
|
||||
Nondeductible reserves
|
$
|
7,267
|
|
|
$
|
8,841
|
|
Inventories
|
112,286
|
|
|
124,910
|
|
||
Property and equipment
|
—
|
|
|
12,007
|
|
||
Bad debt allowance
|
7,600
|
|
|
8,575
|
|
||
Accrued expenses
|
17,068
|
|
|
21,600
|
|
||
Employee benefits
|
176,307
|
|
|
223,554
|
|
||
Tax credits
|
34,051
|
|
|
34,186
|
|
||
Net operating loss and other tax carryforwards
|
94,975
|
|
|
56,482
|
|
||
Other
|
13,372
|
|
|
6,091
|
|
||
Gross deferred tax assets
|
462,926
|
|
|
496,246
|
|
||
Less valuation allowances
|
(61,358
|
)
|
|
(43,757
|
)
|
||
Deferred tax assets
|
401,568
|
|
|
452,489
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
439
|
|
|
—
|
|
||
Derivatives
|
3,612
|
|
|
1,994
|
|
||
Intangibles
|
17,751
|
|
|
32,281
|
|
||
Prepaids
|
5,316
|
|
|
11,076
|
|
||
Deferred tax liabilities
|
27,118
|
|
|
45,351
|
|
||
Net deferred tax assets
|
$
|
374,450
|
|
|
$
|
407,138
|
|
|
|
||
Balance at December 28, 2013 (gross balance of $51,315)
|
$
|
48,353
|
|
Additions based on tax positions related to the current year
|
14,703
|
|
|
Additions for tax positions of prior years
|
10,058
|
|
|
Reductions for tax positions of prior years
|
(10,004
|
)
|
|
|
|
||
Balance at January 3, 2015 (gross balance of $66,207)
|
$
|
63,110
|
|
Additions based on tax positions related to the current year
|
2,732
|
|
|
Additions for tax positions of prior years
|
49
|
|
|
Reductions for tax positions of prior years
|
(46,111
|
)
|
|
|
|
||
Balance at January 2, 2016 (gross balance of $20,085)
|
$
|
19,780
|
|
(18)
|
Stockholders’ Equity
|
(19)
|
Business Segment Information
|
•
|
Innerwear sells basic branded products that are replenishment in nature under the product categories of men’s underwear, 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 Internet operations that sell products from the Company’s portfolio of leading brands. The Company’s Internet operations are supported by its catalogs.
|
•
|
International primarily relates to the Europe, Asia, Latin America, Canada and Australia geographic locations that sell products that span across the Innerwear and Activewear reportable segments.
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Net sales:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
2,649,399
|
|
|
$
|
2,707,474
|
|
|
$
|
2,444,935
|
|
Activewear
|
1,561,201
|
|
|
1,410,036
|
|
|
1,306,936
|
|
|||
Direct to Consumer
|
388,312
|
|
|
409,028
|
|
|
380,079
|
|
|||
International
|
1,132,637
|
|
|
798,208
|
|
|
495,852
|
|
|||
Total net sales
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
|
$
|
4,627,802
|
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
601,514
|
|
|
$
|
561,507
|
|
|
$
|
476,398
|
|
Activewear
|
252,077
|
|
|
200,952
|
|
|
177,749
|
|
|||
Direct to Consumer
|
26,377
|
|
|
37,867
|
|
|
32,237
|
|
|||
International
|
107,997
|
|
|
89,479
|
|
|
42,350
|
|
|||
Total segment operating profit
|
987,965
|
|
|
889,805
|
|
|
728,734
|
|
|||
Items not included in segment operating profit:
|
|
|
|
|
|
||||||
General corporate expenses
|
(103,050
|
)
|
|
(104,693
|
)
|
|
(117,993
|
)
|
|||
Acquisition, integration and other action related charges
|
(266,060
|
)
|
|
(198,933
|
)
|
|
(80,790
|
)
|
|||
Amortization of intangibles
|
(23,737
|
)
|
|
(22,225
|
)
|
|
(14,765
|
)
|
|||
Total operating profit
|
595,118
|
|
|
563,954
|
|
|
515,186
|
|
|||
Other expenses
|
(3,210
|
)
|
|
(2,599
|
)
|
|
(17,501
|
)
|
|||
Interest expense, net
|
(118,035
|
)
|
|
(96,387
|
)
|
|
(101,884
|
)
|
|||
Income before income tax expense
|
$
|
473,873
|
|
|
$
|
464,968
|
|
|
$
|
395,801
|
|
|
January 2,
2016 |
|
January 3,
2015 |
||||
Assets:
|
|
|
|
||||
Innerwear
|
$
|
1,838,452
|
|
|
$
|
1,493,977
|
|
Activewear
|
803,434
|
|
|
788,610
|
|
||
Direct to Consumer
|
105,053
|
|
|
108,278
|
|
||
International
|
716,934
|
|
|
810,844
|
|
||
|
3,463,873
|
|
|
3,201,709
|
|
||
Corporate (1)
|
2,155,167
|
|
|
2,006,484
|
|
||
Total assets
|
$
|
5,619,040
|
|
|
$
|
5,208,193
|
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
39,235
|
|
|
$
|
40,688
|
|
|
$
|
42,990
|
|
Activewear
|
21,626
|
|
|
21,314
|
|
|
21,827
|
|
|||
Direct to Consumer
|
6,104
|
|
|
6,931
|
|
|
7,773
|
|
|||
International
|
13,201
|
|
|
7,044
|
|
|
3,535
|
|
|||
|
80,166
|
|
|
75,977
|
|
|
76,125
|
|
|||
Corporate
|
23,737
|
|
|
22,225
|
|
|
14,765
|
|
|||
Total depreciation and amortization expense
|
$
|
103,903
|
|
|
$
|
98,202
|
|
|
$
|
90,890
|
|
|
Years Ended
|
||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
||||||
Additions to long-lived assets:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
44,183
|
|
|
$
|
37,641
|
|
|
$
|
24,192
|
|
Activewear
|
22,331
|
|
|
13,378
|
|
|
11,653
|
|
|||
Direct to Consumer
|
8,802
|
|
|
7,641
|
|
|
2,188
|
|
|||
International
|
18,022
|
|
|
4,737
|
|
|
3,025
|
|
|||
|
93,338
|
|
|
63,397
|
|
|
41,058
|
|
|||
Corporate
|
6,037
|
|
|
914
|
|
|
2,569
|
|
|||
Total additions to long-lived assets
|
$
|
99,375
|
|
|
$
|
64,311
|
|
|
$
|
43,627
|
|
|
|
(1)
|
Principally cash and equivalents, certain fixed assets, net deferred tax assets, goodwill, trademarks and other identifiable intangibles, and certain other noncurrent assets.
|
(20)
|
Geographic Area Information
|
|
Years Ended or at
|
||||||||||||||||||||||
|
January 2, 2016
|
|
January 3, 2015
|
|
December 28, 2013
|
||||||||||||||||||
|
Sales
|
|
Long-Lived
Assets |
|
Sales
|
|
Long-Lived
Assets |
|
Sales
|
|
Long-Lived
Assets |
||||||||||||
United States
|
$
|
4,594,665
|
|
|
$
|
130,147
|
|
|
$
|
4,525,216
|
|
|
$
|
126,239
|
|
|
$
|
4,133,645
|
|
|
$
|
132,980
|
|
Europe
|
713,308
|
|
|
78,783
|
|
|
302,397
|
|
|
91,497
|
|
|
4,721
|
|
|
421
|
|
||||||
Canada
|
105,869
|
|
|
1,196
|
|
|
140,132
|
|
|
1,316
|
|
|
142,004
|
|
|
1,561
|
|
||||||
Japan
|
119,693
|
|
|
867
|
|
|
107,820
|
|
|
524
|
|
|
101,371
|
|
|
563
|
|
||||||
Mexico
|
66,197
|
|
|
1,809
|
|
|
74,698
|
|
|
1,889
|
|
|
68,379
|
|
|
1,659
|
|
||||||
Brazil
|
31,934
|
|
|
4,322
|
|
|
48,462
|
|
|
2,643
|
|
|
53,062
|
|
|
1,912
|
|
||||||
China
|
5,065
|
|
|
106,663
|
|
|
9,152
|
|
|
116,656
|
|
|
17,827
|
|
|
132,564
|
|
||||||
Central America and the Caribbean Basin
|
4,180
|
|
|
276,402
|
|
|
3,832
|
|
|
278,678
|
|
|
3,568
|
|
|
267,277
|
|
||||||
Other
|
90,638
|
|
|
50,273
|
|
|
113,037
|
|
|
54,937
|
|
|
103,225
|
|
|
40,946
|
|
||||||
|
$
|
5,731,549
|
|
|
$
|
650,462
|
|
|
$
|
5,324,746
|
|
|
$
|
674,379
|
|
|
$
|
4,627,802
|
|
|
$
|
579,883
|
|
(21)
|
Quarterly Financial Data (Unaudited)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,208,921
|
|
|
$
|
1,522,033
|
|
|
$
|
1,591,038
|
|
|
$
|
1,409,557
|
|
|
$
|
5,731,549
|
|
Gross profit
|
446,231
|
|
|
568,225
|
|
|
580,750
|
|
|
541,126
|
|
|
2,136,332
|
|
|||||
Net income
|
$
|
52,636
|
|
|
$
|
94,902
|
|
|
$
|
162,154
|
|
|
119,163
|
|
|
428,855
|
|
||
Basic earnings per share
|
0.13
|
|
|
0.23
|
|
|
0.41
|
|
|
0.30
|
|
|
1.07
|
|
|||||
Diluted earnings per share
|
0.13
|
|
|
0.23
|
|
|
0.40
|
|
|
0.30
|
|
|
1.06
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,059,370
|
|
|
$
|
1,342,052
|
|
|
$
|
1,400,728
|
|
|
$
|
1,522,596
|
|
|
$
|
5,324,746
|
|
Gross profit
|
356,777
|
|
|
504,354
|
|
|
497,715
|
|
|
545,561
|
|
|
1,904,407
|
|
|||||
Net income
|
41,560
|
|
|
154,578
|
|
|
118,944
|
|
|
89,437
|
|
|
404,519
|
|
|||||
Basic earnings per share
|
0.10
|
|
|
0.38
|
|
|
0.30
|
|
|
0.22
|
|
|
1.01
|
|
|||||
Diluted earnings per share
|
0.10
|
|
|
0.38
|
|
|
0.29
|
|
|
0.22
|
|
|
0.99
|
|
(22)
|
Consolidating Financial Information
|
|
Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended January 2, 2016
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net sales
|
$
|
4,306,019
|
|
|
$
|
932,028
|
|
|
$
|
3,349,144
|
|
|
$
|
(2,855,642
|
)
|
|
$
|
5,731,549
|
|
Cost of sales
|
3,530,688
|
|
|
502,355
|
|
|
2,425,690
|
|
|
(2,863,516
|
)
|
|
3,595,217
|
|
|||||
Gross profit
|
775,331
|
|
|
429,673
|
|
|
923,454
|
|
|
7,874
|
|
|
2,136,332
|
|
|||||
Selling, general and administrative expenses
|
905,616
|
|
|
215,625
|
|
|
423,772
|
|
|
(3,799
|
)
|
|
1,541,214
|
|
|||||
Operating profit
|
(130,285
|
)
|
|
214,048
|
|
|
499,682
|
|
|
11,673
|
|
|
595,118
|
|
|||||
Equity in earnings of subsidiaries
|
687,504
|
|
|
433,242
|
|
|
—
|
|
|
(1,120,746
|
)
|
|
—
|
|
|||||
Other expenses
|
3,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,210
|
|
|||||
Interest expense, net
|
88,910
|
|
|
—
|
|
|
28,830
|
|
|
295
|
|
|
118,035
|
|
|||||
Income before income tax expense
|
465,099
|
|
|
647,290
|
|
|
470,852
|
|
|
(1,109,368
|
)
|
|
473,873
|
|
|||||
Income tax expense (benefit)
|
36,244
|
|
|
(3,563
|
)
|
|
12,337
|
|
|
—
|
|
|
45,018
|
|
|||||
Net income
|
$
|
428,855
|
|
|
$
|
650,853
|
|
|
$
|
458,515
|
|
|
$
|
(1,109,368
|
)
|
|
$
|
428,855
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
406,511
|
|
|
$
|
650,853
|
|
|
$
|
435,578
|
|
|
$
|
(1,086,431
|
)
|
|
$
|
406,511
|
|
|
Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended January 3, 2015
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net sales
|
$
|
4,325,897
|
|
|
$
|
839,306
|
|
|
$
|
2,743,114
|
|
|
$
|
(2,583,571
|
)
|
|
$
|
5,324,746
|
|
Cost of sales
|
3,728,833
|
|
|
437,262
|
|
|
2,105,317
|
|
|
(2,851,073
|
)
|
|
3,420,339
|
|
|||||
Gross profit
|
597,064
|
|
|
402,044
|
|
|
637,797
|
|
|
267,502
|
|
|
1,904,407
|
|
|||||
Selling, general and administrative expenses
|
920,002
|
|
|
227,853
|
|
|
199,022
|
|
|
(6,424
|
)
|
|
1,340,453
|
|
|||||
Operating profit
|
(322,938
|
)
|
|
174,191
|
|
|
438,775
|
|
|
273,926
|
|
|
563,954
|
|
|||||
Equity in earnings of subsidiaries
|
833,642
|
|
|
276,369
|
|
|
—
|
|
|
(1,110,011
|
)
|
|
—
|
|
|||||
Other expenses
|
2,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,599
|
|
|||||
Interest expense, net
|
76,096
|
|
|
2,228
|
|
|
17,312
|
|
|
751
|
|
|
96,387
|
|
|||||
Income before income tax expense
|
432,009
|
|
|
448,332
|
|
|
421,463
|
|
|
(836,836
|
)
|
|
464,968
|
|
|||||
Income tax expense
|
27,490
|
|
|
12,210
|
|
|
20,749
|
|
|
—
|
|
|
60,449
|
|
|||||
Net income
|
$
|
404,519
|
|
|
$
|
436,122
|
|
|
$
|
400,714
|
|
|
$
|
(836,836
|
)
|
|
$
|
404,519
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
268,947
|
|
|
$
|
436,122
|
|
|
$
|
386,959
|
|
|
$
|
(823,081
|
)
|
|
$
|
268,947
|
|
|
Consolidating Statement of Comprehensive Income
|
||||||||||||||||||
|
Year Ended December 28, 2013
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net sales
|
$
|
3,933,591
|
|
|
$
|
762,257
|
|
|
$
|
2,300,794
|
|
|
$
|
(2,368,840
|
)
|
|
$
|
4,627,802
|
|
Cost of sales
|
3,097,826
|
|
|
396,489
|
|
|
1,852,065
|
|
|
(2,330,271
|
)
|
|
3,016,109
|
|
|||||
Gross profit
|
835,765
|
|
|
365,768
|
|
|
448,729
|
|
|
(38,569
|
)
|
|
1,611,693
|
|
|||||
Selling, general and administrative expenses
|
802,325
|
|
|
178,434
|
|
|
121,478
|
|
|
(5,730
|
)
|
|
1,096,507
|
|
|||||
Operating profit
|
33,440
|
|
|
187,334
|
|
|
327,251
|
|
|
(32,839
|
)
|
|
515,186
|
|
|||||
Equity in earnings of subsidiaries
|
425,833
|
|
|
215,230
|
|
|
—
|
|
|
(641,063
|
)
|
|
—
|
|
|||||
Other expenses
|
17,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,501
|
|
|||||
Interest expense, net
|
95,116
|
|
|
(20
|
)
|
|
6,867
|
|
|
(79
|
)
|
|
101,884
|
|
|||||
Income before income tax expense
|
346,656
|
|
|
402,584
|
|
|
320,384
|
|
|
(673,823
|
)
|
|
395,801
|
|
|||||
Income tax expense
|
16,162
|
|
|
21,850
|
|
|
27,295
|
|
|
—
|
|
|
65,307
|
|
|||||
Net income
|
$
|
330,494
|
|
|
$
|
380,734
|
|
|
$
|
293,089
|
|
|
$
|
(673,823
|
)
|
|
$
|
330,494
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
411,090
|
|
|
$
|
380,734
|
|
|
$
|
282,050
|
|
|
$
|
(662,784
|
)
|
|
$
|
411,090
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
January 2, 2016
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
6,348
|
|
|
$
|
7,683
|
|
|
$
|
305,138
|
|
|
$
|
—
|
|
|
$
|
319,169
|
|
Trade accounts receivable, net
|
92,287
|
|
|
68,710
|
|
|
520,697
|
|
|
(1,277
|
)
|
|
680,417
|
|
|||||
Inventories
|
1,123,320
|
|
|
145,533
|
|
|
656,714
|
|
|
(110,965
|
)
|
|
1,814,602
|
|
|||||
Other current assets
|
32,793
|
|
|
10,775
|
|
|
57,331
|
|
|
2,780
|
|
|
103,679
|
|
|||||
Total current assets
|
1,254,748
|
|
|
232,701
|
|
|
1,539,880
|
|
|
(109,462
|
)
|
|
2,917,867
|
|
|||||
Property, net
|
96,223
|
|
|
42,619
|
|
|
511,620
|
|
|
—
|
|
|
650,462
|
|
|||||
Trademarks and other identifiable intangibles, net
|
4,166
|
|
|
130,296
|
|
|
566,053
|
|
|
—
|
|
|
700,515
|
|
|||||
Goodwill
|
232,882
|
|
|
242,186
|
|
|
359,247
|
|
|
—
|
|
|
834,315
|
|
|||||
Investments in subsidiaries
|
4,595,424
|
|
|
2,229,254
|
|
|
—
|
|
|
(6,824,678
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
362,414
|
|
|
72,448
|
|
|
10,317
|
|
|
—
|
|
|
445,179
|
|
|||||
Receivables from related entities
|
5,145,108
|
|
|
5,099,420
|
|
|
2,366,888
|
|
|
(12,611,416
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
60,388
|
|
|
319
|
|
|
9,995
|
|
|
—
|
|
|
70,702
|
|
|||||
Total assets
|
$
|
11,751,353
|
|
|
$
|
8,049,243
|
|
|
$
|
5,364,000
|
|
|
$
|
(19,545,556
|
)
|
|
$
|
5,619,040
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders’
Equity |
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
248,114
|
|
|
$
|
21,733
|
|
|
$
|
403,125
|
|
|
$
|
—
|
|
|
$
|
672,972
|
|
Accrued liabilities
|
168,440
|
|
|
51,766
|
|
|
240,528
|
|
|
(401
|
)
|
|
460,333
|
|
|||||
Notes payable
|
—
|
|
|
—
|
|
|
117,785
|
|
|
—
|
|
|
117,785
|
|
|||||
Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
195,163
|
|
|
—
|
|
|
195,163
|
|
|||||
Current portion of long-term debt
|
54,094
|
|
|
—
|
|
|
3,562
|
|
|
—
|
|
|
57,656
|
|
|||||
Total current liabilities
|
470,648
|
|
|
73,499
|
|
|
960,163
|
|
|
(401
|
)
|
|
1,503,909
|
|
|||||
Long-term debt
|
2,136,531
|
|
|
—
|
|
|
117,631
|
|
|
—
|
|
|
2,254,162
|
|
|||||
Pension and postretirement benefits
|
307,738
|
|
|
—
|
|
|
54,528
|
|
|
—
|
|
|
362,266
|
|
|||||
Payables to related entities
|
7,462,706
|
|
|
3,691,969
|
|
|
1,456,741
|
|
|
(12,611,416
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
97,839
|
|
|
11,659
|
|
|
113,314
|
|
|
—
|
|
|
222,812
|
|
|||||
Total liabilities
|
10,475,462
|
|
|
3,777,127
|
|
|
2,702,377
|
|
|
(12,611,817
|
)
|
|
4,343,149
|
|
|||||
Stockholders’ equity
|
1,275,891
|
|
|
4,272,116
|
|
|
2,661,623
|
|
|
(6,933,739
|
)
|
|
1,275,891
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
11,751,353
|
|
|
$
|
8,049,243
|
|
|
$
|
5,364,000
|
|
|
$
|
(19,545,556
|
)
|
|
$
|
5,619,040
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
January 3, 2015
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
10,910
|
|
|
$
|
10,796
|
|
|
$
|
218,149
|
|
|
$
|
—
|
|
|
$
|
239,855
|
|
Trade accounts receivable, net
|
73,794
|
|
|
37,511
|
|
|
561,514
|
|
|
(771
|
)
|
|
672,048
|
|
|||||
Inventories
|
958,376
|
|
|
120,341
|
|
|
607,356
|
|
|
(148,873
|
)
|
|
1,537,200
|
|
|||||
Other current assets
|
38,446
|
|
|
11,224
|
|
|
51,394
|
|
|
—
|
|
|
101,064
|
|
|||||
Total current assets
|
1,081,526
|
|
|
179,872
|
|
|
1,438,413
|
|
|
(149,644
|
)
|
|
2,550,167
|
|
|||||
Property, net
|
88,599
|
|
|
46,221
|
|
|
539,559
|
|
|
—
|
|
|
674,379
|
|
|||||
Trademarks and other identifiable intangibles, net
|
4,102
|
|
|
79,393
|
|
|
607,706
|
|
|
—
|
|
|
691,201
|
|
|||||
Goodwill
|
232,881
|
|
|
124,247
|
|
|
365,992
|
|
|
—
|
|
|
723,120
|
|
|||||
Investments in subsidiaries
|
3,732,783
|
|
|
1,792,790
|
|
|
—
|
|
|
(5,525,573
|
)
|
|
—
|
|
|||||
Deferred tax assets
|
402,960
|
|
|
78,250
|
|
|
14,614
|
|
|
—
|
|
|
495,824
|
|
|||||
Receivables from related entities
|
4,585,755
|
|
|
4,471,644
|
|
|
2,087,280
|
|
|
(11,144,679
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
55,540
|
|
|
428
|
|
|
17,534
|
|
|
—
|
|
|
73,502
|
|
|||||
Total assets
|
$
|
10,184,146
|
|
|
$
|
6,772,845
|
|
|
$
|
5,071,098
|
|
|
$
|
(16,819,896
|
)
|
|
$
|
5,208,193
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders’
Equity |
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
353,799
|
|
|
$
|
11,925
|
|
|
$
|
255,496
|
|
|
$
|
—
|
|
|
$
|
621,220
|
|
Accrued liabilities
|
190,739
|
|
|
61,339
|
|
|
238,249
|
|
|
1,112
|
|
|
491,439
|
|
|||||
Notes payable
|
—
|
|
|
—
|
|
|
144,438
|
|
|
—
|
|
|
144,438
|
|
|||||
Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
210,963
|
|
|
—
|
|
|
210,963
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
14,354
|
|
|
—
|
|
|
14,354
|
|
|||||
Total current liabilities
|
544,538
|
|
|
73,264
|
|
|
863,500
|
|
|
1,112
|
|
|
1,482,414
|
|
|||||
Long-term debt
|
1,176,500
|
|
|
—
|
|
|
437,497
|
|
|
—
|
|
|
1,613,997
|
|
|||||
Pension and postretirement benefits
|
399,931
|
|
|
—
|
|
|
72,072
|
|
|
—
|
|
|
472,003
|
|
|||||
Payables to related entities
|
6,544,095
|
|
|
3,270,513
|
|
|
1,330,071
|
|
|
(11,144,679
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
132,310
|
|
|
12,609
|
|
|
108,887
|
|
|
(799
|
)
|
|
253,007
|
|
|||||
Total liabilities
|
8,797,374
|
|
|
3,356,386
|
|
|
2,812,027
|
|
|
(11,144,366
|
)
|
|
3,821,421
|
|
|||||
Stockholders’ equity
|
1,386,772
|
|
|
3,416,459
|
|
|
2,259,071
|
|
|
(5,675,530
|
)
|
|
1,386,772
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
10,184,146
|
|
|
$
|
6,772,845
|
|
|
$
|
5,071,098
|
|
|
$
|
(16,819,896
|
)
|
|
$
|
5,208,193
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended January 2, 2016
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net cash from operating activities
|
$
|
441,619
|
|
|
$
|
454,013
|
|
|
$
|
491,816
|
|
|
$
|
(1,160,441
|
)
|
|
$
|
227,007
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(26,396
|
)
|
|
(18,108
|
)
|
|
(54,871
|
)
|
|
—
|
|
|
(99,375
|
)
|
|||||
Proceeds from sales of assets
|
6,624
|
|
|
4,358
|
|
|
4,422
|
|
|
—
|
|
|
15,404
|
|
|||||
Acquisition of business, net of cash acquired
|
—
|
|
|
(192,829
|
)
|
|
—
|
|
|
—
|
|
|
(192,829
|
)
|
|||||
Proceeds from sale of investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash from investing activities
|
(19,772
|
)
|
|
(206,579
|
)
|
|
(50,449
|
)
|
|
—
|
|
|
(276,800
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on notes payable
|
—
|
|
|
—
|
|
|
1,167,681
|
|
|
—
|
|
|
1,167,681
|
|
|||||
Repayments on notes payable
|
—
|
|
|
—
|
|
|
(1,184,458
|
)
|
|
—
|
|
|
(1,184,458
|
)
|
|||||
Borrowings on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
231,891
|
|
|
—
|
|
|
231,891
|
|
|||||
Repayments on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
(247,691
|
)
|
|
—
|
|
|
(247,691
|
)
|
|||||
Borrowings on Revolving Loan Facility
|
5,272,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,272,000
|
|
|||||
Repayments on Revolving Loan Facility
|
(5,385,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,385,000
|
)
|
|||||
Repayments of Euro Term Loan Facility
|
—
|
|
|
—
|
|
|
(289,079
|
)
|
|
—
|
|
|
(289,079
|
)
|
|||||
Borrowings on Term Loan A Facility
|
725,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
725,000
|
|
|||||
Repayments on Term Loan A Facility
|
(19,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,688
|
)
|
|||||
Borrowings on Term Loan B Facility
|
425,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425,000
|
|
|||||
Repayments on Term Loan B Facility
|
(3,188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,188
|
)
|
|||||
Borrowings on International Debt
|
—
|
|
|
—
|
|
|
10,676
|
|
|
—
|
|
|
10,676
|
|
|||||
Repayments on International Debt
|
—
|
|
|
—
|
|
|
(15,971
|
)
|
|
—
|
|
|
(15,971
|
)
|
|||||
Share repurchases
|
(351,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(351,495
|
)
|
|||||
Cash dividends paid
|
(161,316
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161,316
|
)
|
|||||
Payments to amend and refinance credit facilities
|
(12,518
|
)
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(12,793
|
)
|
|||||
Taxes paid related to net shares settlement of equity awards
|
(76,569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,569
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
45,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,286
|
|
|||||
Other
|
2,672
|
|
|
—
|
|
|
(832
|
)
|
|
856
|
|
|
2,696
|
|
|||||
Dividends paid to related entities
|
—
|
|
|
90
|
|
|
(157,895
|
)
|
|
157,805
|
|
|
—
|
|
|||||
Net transactions with related entities
|
(886,593
|
)
|
|
(250,637
|
)
|
|
135,450
|
|
|
1,001,780
|
|
|
—
|
|
|||||
Net cash from financing activities
|
(426,409
|
)
|
|
(250,547
|
)
|
|
(350,503
|
)
|
|
1,160,441
|
|
|
132,982
|
|
|||||
Effect of changes in foreign exchange rates on cash
|
—
|
|
|
—
|
|
|
(3,875
|
)
|
|
—
|
|
|
(3,875
|
)
|
|||||
Change in cash and cash equivalents
|
(4,562
|
)
|
|
(3,113
|
)
|
|
86,989
|
|
|
—
|
|
|
79,314
|
|
|||||
Cash and cash equivalents at beginning of year
|
10,910
|
|
|
10,796
|
|
|
218,149
|
|
|
—
|
|
|
239,855
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
6,348
|
|
|
$
|
7,683
|
|
|
$
|
305,138
|
|
|
$
|
—
|
|
|
$
|
319,169
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended January 3, 2015
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net cash from operating activities
|
$
|
1,012,798
|
|
|
$
|
219,645
|
|
|
$
|
381,797
|
|
|
$
|
(1,106,150
|
)
|
|
$
|
508,090
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(13,045
|
)
|
|
(8,970
|
)
|
|
(42,296
|
)
|
|
—
|
|
|
(64,311
|
)
|
|||||
Proceeds from sales of assets
|
83
|
|
|
55
|
|
|
6,982
|
|
|
—
|
|
|
7,120
|
|
|||||
Acquisition of business, net of cash acquired
|
—
|
|
|
—
|
|
|
(360,439
|
)
|
|
—
|
|
|
(360,439
|
)
|
|||||
Proceeds from sale of investments
|
—
|
|
|
—
|
|
|
64,380
|
|
|
—
|
|
|
64,380
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(5,065
|
)
|
|
—
|
|
|
(5,065
|
)
|
|||||
Net cash from investing activities
|
(12,962
|
)
|
|
(8,915
|
)
|
|
(336,438
|
)
|
|
—
|
|
|
(358,315
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on notes payable
|
—
|
|
|
—
|
|
|
158,217
|
|
|
—
|
|
|
158,217
|
|
|||||
Repayments on notes payable
|
—
|
|
|
—
|
|
|
(138,225
|
)
|
|
—
|
|
|
(138,225
|
)
|
|||||
Borrowings on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
161,167
|
|
|
—
|
|
|
161,167
|
|
|||||
Repayments on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
(131,994
|
)
|
|
—
|
|
|
(131,994
|
)
|
|||||
Borrowings on Revolving Loan Facility
|
3,536,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,536,000
|
|
|||||
Repayments on Revolving Loan Facility
|
(3,826,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,826,500
|
)
|
|||||
Incurrence of debt under the Euro Term Loan Facility
|
—
|
|
|
—
|
|
|
476,566
|
|
|
—
|
|
|
476,566
|
|
|||||
Repayments of Euro Term Loan Facility
|
—
|
|
|
—
|
|
|
(2,226
|
)
|
|
—
|
|
|
(2,226
|
)
|
|||||
Repayments of assumed debt related to acquisition of business
|
—
|
|
|
—
|
|
|
(117,400
|
)
|
|
—
|
|
|
(117,400
|
)
|
|||||
Cash dividends paid
|
(119,607
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119,607
|
)
|
|||||
Payments to amend and refinance credit facilities
|
—
|
|
|
—
|
|
|
(6,011
|
)
|
|
—
|
|
|
(6,011
|
)
|
|||||
Proceeds from stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Taxes paid related to net shares settlement of equity awards
|
(54,593
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,593
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
39,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,568
|
|
|||||
Other
|
1,741
|
|
|
—
|
|
|
332
|
|
|
(800
|
)
|
|
1,273
|
|
|||||
Dividends paid to related entities
|
—
|
|
|
(10,338
|
)
|
|
(10,463
|
)
|
|
20,801
|
|
|
—
|
|
|||||
Net transactions with related entities
|
(571,230
|
)
|
|
(197,407
|
)
|
|
(317,512
|
)
|
|
1,086,149
|
|
|
—
|
|
|||||
Net cash from financing activities
|
(994,621
|
)
|
|
(207,745
|
)
|
|
72,451
|
|
|
1,106,150
|
|
|
(23,765
|
)
|
|||||
Effect of changes in foreign exchange rates on cash
|
—
|
|
|
—
|
|
|
(2,018
|
)
|
|
—
|
|
|
(2,018
|
)
|
|||||
Change in cash and cash equivalents
|
5,215
|
|
|
2,985
|
|
|
115,792
|
|
|
—
|
|
|
123,992
|
|
|||||
Cash and cash equivalents at beginning of year
|
5,695
|
|
|
7,811
|
|
|
102,357
|
|
|
—
|
|
|
115,863
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
10,910
|
|
|
$
|
10,796
|
|
|
$
|
218,149
|
|
|
$
|
—
|
|
|
$
|
239,855
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 28, 2013
|
||||||||||||||||||
|
Parent
Company |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Entries and Eliminations |
|
Consolidated
|
||||||||||
Net cash from operating activities
|
$
|
757,127
|
|
|
$
|
173,085
|
|
|
$
|
301,962
|
|
|
$
|
(640,893
|
)
|
|
$
|
591,281
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(13,493
|
)
|
|
(5,189
|
)
|
|
(24,945
|
)
|
|
—
|
|
|
(43,627
|
)
|
|||||
Proceeds from sales of assets
|
3,338
|
|
|
33
|
|
|
2,718
|
|
|
—
|
|
|
6,089
|
|
|||||
Acquisition of business, net of cash acquired
|
—
|
|
|
(61,870
|
)
|
|
(497,985
|
)
|
|
—
|
|
|
(559,855
|
)
|
|||||
Net cash from investing activities
|
(10,155
|
)
|
|
(67,026
|
)
|
|
(520,212
|
)
|
|
—
|
|
|
(597,393
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on notes payable
|
—
|
|
|
—
|
|
|
101,175
|
|
|
—
|
|
|
101,175
|
|
|||||
Repayments on notes payable
|
—
|
|
|
—
|
|
|
(91,027
|
)
|
|
—
|
|
|
(91,027
|
)
|
|||||
Borrowings on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
145,715
|
|
|
—
|
|
|
145,715
|
|
|||||
Repayments on Accounts Receivable Securitization Facility
|
—
|
|
|
—
|
|
|
(137,761
|
)
|
|
—
|
|
|
(137,761
|
)
|
|||||
Borrowings on Revolving Loan Facility
|
4,053,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,053,500
|
|
|||||
Repayments on Revolving Loan Facility
|
(3,654,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,654,000
|
)
|
|||||
Redemption of debt under 8% Senior Notes
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||||
Cash dividends paid
|
(59,442
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,442
|
)
|
|||||
Payments to amend and refinance credit facilities
|
(5,405
|
)
|
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(5,630
|
)
|
|||||
Taxes paid related to net shares settlement of equity awards
|
(41,839
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,839
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
26,784
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,784
|
|
|||||
Other
|
6,395
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
6,282
|
|
|||||
Dividends paid to related entities
|
—
|
|
|
(6,696
|
)
|
|
(7,049
|
)
|
|
13,745
|
|
|
—
|
|
|||||
Net transactions with related entities
|
(822,887
|
)
|
|
(93,471
|
)
|
|
289,210
|
|
|
627,148
|
|
|
—
|
|
|||||
Net cash from financing activities
|
(746,894
|
)
|
|
(100,167
|
)
|
|
299,925
|
|
|
640,893
|
|
|
93,757
|
|
|||||
Effect of changes in foreign exchange rates on cash
|
—
|
|
|
—
|
|
|
(14,578
|
)
|
|
—
|
|
|
(14,578
|
)
|
|||||
Change in cash and cash equivalents
|
78
|
|
|
5,892
|
|
|
67,097
|
|
|
—
|
|
|
73,067
|
|
|||||
Cash and cash equivalents at beginning of year
|
5,617
|
|
|
1,919
|
|
|
35,260
|
|
|
—
|
|
|
42,796
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
5,695
|
|
|
$
|
7,811
|
|
|
$
|
102,357
|
|
|
$
|
—
|
|
|
$
|
115,863
|
|
|
KNIGHTS HOLDCO LLC
KNIGHTS APPAREL LLC By: /s/ Donald F. Cook Name: Donald F. Cook Title: Treasurer |
|
HANESBRANDS INC.
By: /s/ Donald F. Cook Name: Donald F. Cook Title: Treasurer |
|
On behalf of each of the Guarantors listed below:
BA INTERNATIONAL, L.L.C. CARIBESOCK, INC. CARIBETEX, INC. CASA INTERNATIONAL, LLC CC PRODUCTS, INC. CEIBENA DEL, INC. EVENT 1, INC. GEARCO, INC. GFSI INC. GFSI HOLDINGS, INC. HANES MENSWEAR, LLC HANES PUERTO RICO, INC. HANESBRANDS DIRECT, LLC HANESBRANDS DISTRIBUTION, INC. HBI BRANDED APPAREL ENTERPRISES, LLC HBI BRANDED APPAREL LIMITED, INC. HBI INTERNATIONAL, LLC HBI SOURCING, LLC INNER SELF LLC PLAYTEX DORADO, LLC PLAYTEX INDUSTRIES, INC. SEAMLESS TEXTILES, LLC UPCR, INC. UPEL, INC. HANESBRANDS EXPORT CANADA LLC MAIDENFORM INTERNATIONAL LLC MAIDENFORM (BANGLADESH) LLC MAIDENFORM (INDONESIA) LLC MAIDENFORM BRANDS LLC MAIDENFORM LLC MF RETAIL LLC By: /s/ Donald F. Cook Name: Donald F. Cook Title: Treasurer |
|
BRANCH BANKING AND TRUST COMPANY
as Trustee By: /s/ Gregory Yanok Name: Gregory Yanok Title: Vice President |
(a)
|
Eligibility for Severance.
|
(i)
|
Eligible Terminations
. Subject to subparagraph (a)(ii) below,
Executive
shall be eligible for severance payments and benefits under this section 2 if his employment terminates under one of the following circumstances:
|
(A)
|
Executive’s
employment is terminated involuntarily without
Cause
(defined in subparagraph 2(a)(ii)(A)); or
|
(B)
|
Executive
terminates his or her employment at the request of
Company
.
|
(ii)
|
Ineligible Terminations
. Notwithstanding subparagraph (a)(i) next above,
Executive
shall not be eligible for any severance payments or benefits under this section 2
if his employment terminates under any of the following circumstances:
|
(A)
|
A termination for
Cause
. For purposes of this
Agreement,
“
Cause”
means
Executive
has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation of financial impropriety; has willfully engaged in misconduct resulting in material harm to
Company
; has willfully failed to substantially perform duties after written notice; or is in willful violation of
Company
policies resulting in material harm to
Company
;
|
(B)
|
A termination as the result of
Disability.
For purposes of this
Agreement “Disability”
shall mean a determination under
Company’s
disability plan covering
Executive
that
Executive
is disabled;
|
(C)
|
A termination due to death;
|
(D)
|
A termination due to
Retirement.
For purposes of this
Agreement “Retirement”
shall mean
Executive’s
voluntary termination of employment on or after
Executive’s
attainment of the normal retirement age as defined in the Hanesbrands Inc. Pension and Retirement Plan (the “
Retirement Plan”
);
|
(E)
|
A voluntary termination of employment other than at the request of
Company
;
|
(F)
|
A termination following which
Executive
is immediately offered and accepts new employment with
Company
, or becomes a non-executive member of the Board;
|
(G)
|
The transfer of
Executive’s
employment to a subsidiary or affiliate of
Company
with his consent;
|
(H)
|
A termination of employment that qualifies
Executive
to receive
severance payments or benefits under section 3 below following a
Change in Control
; or
|
(I)
|
Any other termination of employment under circumstances not described in subparagraph 2(a)(i).
|
(iii)
|
Characterization of Termination
. The characterization of
Executive’s
termination shall be made by the
Committee
(as defined in section 5 below) which determination shall be final and binding.
|
(iv)
|
Termination Date
. For purposes of this section 2,
Executive’s
“
Termination Date
” shall mean the date specified in the separation and release agreement described under section 2(e) below.
|
(b)
|
Severance Benefits Payable
. If
Executive
is terminated under circumstances described in subparagraph 2(a)(i), and not described in subparagraph 2(a)(ii), then
|
(i)
|
Executive
shall be entitled to receive his
Base Salary
(the “
Salary Portion of Severance
”) during the “
Severance Period,
” payable as provided in section 2(c). The “
Severance Period”
shall mean the number of months determined by multiplying the number of
Executive’s
full years of employment with
Company
or any subsidiary or affiliate of
Company
(including periods of employment with Sara Lee Corporation) by two; provided, however, that in no event shall the
Severance Period
be less than twelve months or more than twenty-four months. “
Base Salary”
shall mean the annual salary in effect for
Executive
immediately prior to his
Termination Date.
At the discretion of the
Committee
,
Executive
may receive an additional salary portion in an amount equal to as much as 100% of
Executive’s
target bonus under the
Annual Incentive Plan.
|
(J)
|
The annual incentive, if any, payable under the
Annual Incentive Plan
in effect with respect to the fiscal year or
Short Year
in which the
Termination Date
occurs based on actual fiscal year performance (the “
Annual Incentive Portion of Severance
”). In this Agreement, “Short Year” means an incentive period of less than 12 months duration occurring immediately subsequent to the
Company’s
exit from the Sara Lee Corporation’s controlled group of corporations (within the meaning of Section 1563(a) of the Code)). “
Annual Incentive Plan”
means the Hanesbrands Inc. annual incentive plan in which
Executive
participates as of the
Termination Date
; and
|
(K)
|
The long-term incentive payable under the
Omnibus Plan
in effect on
Executive’s
Termination Date
for any performance period or cycle that is at least fifty (50) percent completed prior to
Executive’s Termination Date
and which relates to the period of his service prior to his
Termination Date
. The “
Omnibus Plan”
means the Hanesbrands Inc. Omnibus Incentive Plan of 2006, as amended from time to time, and any successor plan or plans. The long-term incentive described in this section (“
Long-Term Cash Incentive Plan
”) includes cash long-term incentives, but does not include stock options, RSUs, or other equity awards.
|
(ii)
|
Beginning on his
Termination Date
,
Executive
shall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. If
Executive
elects continuation coverage for medical coverage, dental coverage or both, he shall pay the entire COBRA
premium charged for such continuation coverage during the S
everance Period
; provided, however, that
during the
Severance Period Company
shall reimburse
Executive
for that portion of the COBRA
premium paid that exceeds the amount payable by an active executive of
Company
for similar coverage, as adjusted from time to time. Such reimbursement shall be made to
Executive
on the 20
th
day of each calendar month during the
Severance Period,
or within ten (10) business days thereafter. The amount eligible for reimbursement under this subparagraph in any calendar year shall not affect any amounts eligible for reimbursement to be provided in any other calendar year. In addition,
Executive’s
right to reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. E
xecutive’s
right to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of medical and dental coverage otherwise provided pursuant to this subparagraph. The premium charged for any continuation coverage after the end of the
Severance Period
shall be entirely at
Executive’s
expense and shall be the actuarially determined cost of the continuation coverage as determined by an actuary selected by the Company (in accordance with the requirements under COBRA, to the extent applicable).
Executive
shall not be entitled to reimbursement of any portion of the premium charged for such coverage after the end of the
Severance Period. Executive’s
COBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions under
Company’s
group medical and dental plans. If
Executive
is eligible for early retirement under the terms of the
Retirement Plan
(or would become eligible if the
Severance Period
is considered as employment), then, after exhausting any COBRA continuation coverage under the group medical plan,
Executive
may elect to participate in any retiree medical plan available to similarly situated senior executives in accordance with the terms and conditions of such plan in effect on and after
Executive’s Termination Date
; provided, that such retiree medical coverage shall not be available to
Executive
unless he or she elects such coverage within thirty (30) days following his
Termination Date
.
The premium charged for such retiree medical coverage may be different (greater) than the premium charged an active employee for similar coverage;
|
(iii)
|
Except as otherwise provided herein or in the applicable plan
,
participation in all other
Company
plans available to similarly situated senior executives including but not limited to, qualified pension plans, stock purchase plans,
|
(c)
|
Payment of Severance
.
|
(i)
|
Salary Portion.
The
Salary Portion of Severance
shall be paid as follows:
|
(A)
|
That portion of the
Salary Portion of Severance
that exceeds the “S
eparation Pay Limit,”
if any
,
shall be paid to
Executive
in a lump sum payment as soon as practicable following the
Termination Date
, but in no event later than the fifteenth day of the third month after the date of the termination of
Executive’s
employment. The
“Separation Pay Limit
” shall mean two (2) times the lesser of (1) the sum of
Executive’s
annualized compensation based upon the annual rate of pay for services provided to
Company
for the calendar year immediately preceding the calendar year in which the
Termination Date
occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if
Executive
had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under
Code
Section 401(a)(17) for the year in which the
Termination Date
occurs. The payment to be made to
Executive
pursuant to this subparagraph (A) is intended to be exempt from
Code
Section 409A
(as defined in section 15)
under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.
|
(B)
|
The remaining portion of the
Salary Portion of Severance
shall be paid during the
Severance Period
in accordance with
Company’s
payroll schedule, unless the
Committee
shall elect to pay the remaining
Salary Portion of Severance
in a lump sum payment or a combination of regular payments and a lump sum payment. Any lump sum payment shall be paid to
Executive
as soon as practicable following the
Termination Date
, but in no event later than the fifteenth day of the third month after the date of the termination of
Executive’s
employment. Notwithstanding the foregoing, in no event shall such remaining portion of the
Salary Portion of Severance
be paid to
Executive
later than December 31 of the second calendar year following the calendar year in which
Executive’s Termination Date
occurs. The payment(s) to be made to
Executive
pursuant to this
|
(ii)
|
Incentive Portion.
The
Annual Incentive Portion of Severance
, if any, shall be paid in cash on the same date the active participants under the
Annual Incentive Plan
are paid. The
Long-Term Cash Incentive Plan
payout, if any, shall be paid in the same form and on the same date the active participants under the
Omnibus Plan
are paid.
|
(iii)
|
Withholding.
All payments hereunder shall be reduced by such amount as
Company
(or any subsidiary or affiliate of
Company
) may be required under all applicable federal, state, local or other laws or regulations to withhold or pay over with respect to such payment.
|
(d)
|
Termination of Benefits
. Notwithstanding any provisions in this
Agreement
to the contrary, all rights to receive or continue to receive severance payments and benefits under this section 2 shall cease on the earliest of: (i) the date
Executive
breaches any of the covenants in the separation and release agreement described in section 2(e); or (ii) the date
Executive
becomes reemployed by
Company
or any of its subsidiaries or affiliates.
|
(e)
|
Separation and Release Agreement
. No benefits under this section 2 shall be payable to
Executive
unless
Executive
and
Company
have executed a separation and release agreement within forty-five (45) days following the
Termination Date
and the payment of severance benefits under this section 2 shall be subject to the terms and conditions of the separation and release agreement.
|
(f)
|
Death of Executive
.
In the event that
Executive
shall die prior to the payment in full of any benefits described above as payable to
Executive
for
Involuntary Termination
, payments of such benefits shall cease on the date of
Executive’s
death.
|
(a)
|
Eligibility for Change in Control Benefits
.
|
(ii)
|
Eligible Terminations
. If (A) within three (3) months preceding a
Change in Control
, the
Executive’s
employment is terminated by the
Company
at the request of a third party in contemplation of a
Change in Control
, (B) within twenty-four (24) months following a
Change in Control, Executive
’s employment is terminated by
Company
other than on account of
Executive’s
death, disability or retirement and other than for
Cause,
or (C) within twenty-four (24) months following a
Change in Control
Executive
voluntarily terminates his employment for
Good Reason, Executive
shall be entitled to the
Change in Control
benefits as described in section 3(b) below.
|
(iii)
|
Good Reason
. For purposes of this section 3,
“Good Reason”
means the occurrence of any one or more of the following (without
Executive’s
written consent after a
Change in Control
):
|
(A)
|
A material adverse change in
Executive’s
duties or responsibilities;
|
(B)
|
A reduction in
Executive’s
annual base salary except any reduction of not more than ten (10) percent;
|
(C)
|
A material reduction in
Executive’s
level of participation in any of
Company’s
short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices or arrangements in which
Executive
participates except for any reduction applicable to all senior executives;
|
(D)
|
The failure of any successor to
Company
to assume and agree to perform this
Agreement
; or
|
(E)
|
Company’s
requiring
Executive
to be based at an office location which is at least fifty (50) miles from his or her office location at the time of the
Change in Control
.
|
(iv)
|
Change in Control.
For purposes of this
Agreement
, a
“Change in Control”
will occur:
|
(A)
|
Upon the acquisition by any individual, entity or group, including any
Person
(as defined in the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (as defined in Rule 13d‑3 promulgated under the Exchange Act), directly or indirectly, of twenty (20) percent or more of the combined voting power of the then outstanding capital stock of
Company
that by its terms may be voted on all matters submitted to stockholders of
Company
generally (“
Voting Stock
”); provided, however, that the following acquisitions shall not constitute a
Change in Control
:
|
1)
|
Any acquisition directly from Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from
Company
);
|
2)
|
Any acquisition by
Company
;
|
3)
|
Any acquisition by an employee benefit plan (or related trust) sponsored or maintained by
Company
or any corporation controlled by
Company
; or
|
4)
|
Any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving
Company
, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (1), (2) and (3) of subparagraph 3(a)(iii)(B) below shall be satisfied; and provided further that, for purposes of clause (2) immediately above, if (i) any
Person
(other than
Company
or any employee benefit plan (or related trust) sponsored or maintained by
Company
or any corporation controlled by
Company
) shall become the beneficial owner of twenty (20) percent or more of the
Voting Stock
by reason of an acquisition of
Voting Stock
by
Company
, and (ii) such
Person
shall, after such acquisition by
Company
, become the beneficial owner of any additional shares of the
Voting Stock
and such beneficial ownership is publicly announced, then such additional beneficial ownership shall constitute a
Change in Control
; or
|
(B)
|
Upon the consummation of a reorganization, merger or consolidation of
Company
, or a sale, lease, exchange or other transfer of all or substantially all of the assets of
Company
; excluding, however, any such reorganization, merger, consolidation, sale, lease, exchange or other transfer with respect to which, immediately after consummation of such transaction:
|
1)
|
All or substantially all of the beneficial owners of the
Voting Stock
of
Company
outstanding immediately prior to such transaction continue to beneficially own, directly or indirectly (either by remaining outstanding or by being converted into voting securities of the entity resulting from such transaction), more than fifty (50) percent of the combined voting power of the voting securities of the entity resulting from such transaction (including, without limitation,
Company
or an entity which as a result of such transaction owns
Company
or
|
2)
|
No
Person
(other than any
Person
that beneficially owned, immediately prior to such reorganization, merger, consolidation, sale or other disposition, directly or indirectly,
Voting Stock
representing twenty (20) percent or more of the combined voting power of
Company's
then outstanding securities) beneficially owns, directly or indirectly, twenty (20) percent or more of the combined voting power of the then outstanding securities of the
Resulting Entity
; and
|
3)
|
At least a majority of the members of the board of directors of the entity resulting from such transaction were members of the board of directors of
Company
(the “
Board
”) at the time of the execution of the initial agreement or action of the
Board
authorizing such reorganization, merger, consolidation, sale or other disposition; or
|
(C)
|
Upon the consummation of a plan of complete liquidation or dissolution of
Company
; or
|
(D)
|
When the
Initial Directors
cease for any reason to constitute at least a majority of the
Board
. For this purpose, an “
Initial Director
” shall mean those individuals serving as the directors of
Company
immediately after
Company
ceased to be wholly-owned by Sara Lee Corporation; provided, however, that any individual who becomes a director of
Company
at or after the first annual meeting of stockholders of
Company
whose election, or nomination for election by the
Company’s
stockholders, was approved by the vote of at least a majority of the
Initial Directors
then comprising the
Board
(or by the nominating committee of the
Board
, if such committee is comprised of
Initial Directors
and has such authority) shall be deemed to have been an
Initial Director
; and provided further, that no individual shall be deemed to be an
Initial Director
if such individual initially was elected as a director of
Company
as a result of: (1) an actual or threatened solicitation by a
Person
(other than the
Board
) made for the purpose of opposing a solicitation by the
Board
with respect to the election or removal of directors; or (2) any other actual or threatened solicitation of proxies or consents by or on behalf of any
Person
(other than the
Board
).
|
(iv)
|
Termination Date.
For purposes of this section 3, “
Termination Date
” shall mean the date specified in the
Notice of Termination
as the date on which the conditions giving rise to
Executive’s
termination were first met.
|
(b)
|
Change in Control Benefits
.
In the event
Executive
becomes entitled to receive benefits under this section 3, the following shall apply:
|
(i)
|
In consideration of
Executive’s
covenant in section 4 below,
Executive
shall be entitled to receive the following amounts, payable as provided in section 3(j):
|
(E)
|
A lump sum payment equal to the unpaid portion of
Executive’s
annual
Base Salary
and vacation accrued through the
Termination Date
;
|
(F)
|
A lump sum payment equal to
Executive’s
prorated
Annual Incentive Plan
payment (as determined in accordance with subparagraph 2(b)(ii)(A) above);
|
(G)
|
A lump sum payment equal to
Executive’s
prorated
Long-Term Cash Incentive Plan
payment (as determined in accordance with subparagraph 2(b)(ii)(B) above); and
|
(H)
|
A lump sum payment equal to
two
times the sum of (1)
Executive’s
annual
Base Salary
; and (2) the greater of (i)
Executive’s
target annual incentive (as defined in the
Annual Incentive Plan
) for the year in which the
Change in Control
occurs and (ii)
Executive’s
average annual incentive calculated over the three (3) fiscal years immediately preceding the year in which the
Change in Control
occurs (including for this purpose any annual incentive received from Sara Lee Corporation); and (3) an amount equal to the
Company
matching contribution to the defined contribution plan in which
Executive
is participating at the
Termination Date
(currently 4%).
|
(iv)
|
For a period of 24 months following
Executive’s Termination Date
(the “
CIC
Severance Period
”),
Executive
shall have the right to elect continuation of the life insurance, personal accident insurance, travel accident insurance and accidental death and dismemberment insurance coverages which insurance coverages shall be provided at the same levels and the same costs in effect immediately prior to the
Change in Control.
Beginning on his
Termination Date
,
Executive
shall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. If
|
(v)
|
If the aggregate benefits accrued by
Executive
as of the
Termination Date
under the savings and retirement plans sponsored by
Company
are not fully vested pursuant to the terms of the applicable plan(s), the difference between the benefits
Executive
is entitled to receive under such plans and the benefits he would have received had he been fully vested will be provided to
Executive
under the Hanesbrands Inc. Supplemental Employee Retirement Plan (the
“Supplemental Plan”
). In addition, for purposes of determining
Executive’s
benefits under the
Supplemental Plan
and
Executive’s
right to post-retirement medical benefits under
Company’s
retiree medical plan, additional years of age and service credits equivalent to the length of the
CIC Severance Period
shall be included. However,
Executive
will not be eligible to begin receiving
|
(vi)
|
Except as otherwise provided herein or in the applicable plan, participation in all other plans of
Company
or any subsidiary or affiliate of
Company
available to similarly situated
Executives
of
Company
, shall cease on
Executive’s
Termination Date
.
|
(c)
|
Termination for Disability
. If
Executive’s
employment is terminated due to
Disability
following a
Change in Control
,
Executive
shall receive his
Base Salary
through the
Termination Date
, at which time his benefits shall be determined in accordance with
Company’s
disability, retirement, insurance and other applicable plans and programs then in effect, and
Executive
shall not be entitled to any other benefits provided by this
Agreement
.
|
(d)
|
Termination for Retirement or Death
. If
Executive’s
employment is terminated by reason of his retirement or death following a
Change in Control
,
Executive’s
benefits shall be determined in accordance with
Company’s
retirement, survivor’s benefits, insurance, and other applicable programs then in effect, and
Executive
shall not be entitled to any other benefits provided by this
Agreement
.
|
(e)
|
Termination for Cause, or Other Than for Good Reason or Retirement
. If
Executive’s
employment is terminated either by
Company
for
Cause
, or voluntarily by
Executive
(other than for
Retirement
or
Good Reason
) following a
Change in Control
,
Company
shall pay
Executive
his full
Base Salary
and accrued vacation through the
Termination Date
, at the rate then in effect, plus all other amounts to which such
Executive
is entitled under any compensation plans of
Company
, at the time such payments are due, and
Company
shall have no further obligations to such
Executive
under this
Agreement
.
|
(f)
|
Separation and Release Agreement
. No benefits under this section 3 shall be payable to
Executive
unless
Executive
and
Company
have executed a “
Separation and Release Agreement”
(in substantially the form attached hereto as Exhibit A) within forty-five (45) days following the
Termination Date
and the payment of change in control benefits under this section 3 shall be subject to the terms and conditions of the
Separation and Release Agreement
.
|
(g)
|
Deferred Compensation
. All amounts previously deferred by or accrued to the benefit of
Executive
under any nonqualified deferred compensation plan sponsored by
Company
(including, without limitation, any vested amounts deferred under incentive plans), together with any accrued earnings thereon, shall be paid in accordance with the terms of such plan following
Executive’s
termination.
|
(h)
|
Notice of Termination
. Any termination of employment under this section 3 by
Company
or by
Executive
for
Good Reason
shall be communicated by a written notice which shall indicate the specific
Change in Control
termination provision relied upon, and shall set forth in reasonable detail the facts and circumstances
|
(i)
|
Termination of Benefits
.
All rights to receive or continue to receive severance payments and benefits pursuant to this section 3 by reason of a
Change in Control
shall cease on the date
Executive
becomes reemployed by
Company
or any of its subsidiaries or affiliates.
|
(j)
|
Form and Timing of Benefits
. Subject to the provisions of this section 3, the
Change in Control
benefits described herein shall be paid to
Executive
in cash in a single lump sum payment as soon as practicable following the
Termination Date
, but in no event later than the fifteenth day of the third month after the date of the
Executive’s
termination of employment. The
Change in Control
benefits payable to
Executive
pursuant to this subparagraph (j) are intended to be exempt from
Code
Section 409A
(as defined in section 15)
under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.
|
(k)
|
Excise Tax Equalization Payment.
Subject to the limitation below, in the event that
Executive
becomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of,
Company
are referred to in the aggregate as the “
Total Payments
”), if all or any part of the
Total Payments
will be subject to the tax (the “
Excise Tax
”) imposed by
Code
Section 4999 (or any similar tax that may hereafter be imposed),
Company
shall pay to
Executive
in cash an additional amount (the “
Gross-Up Payment
”) such that the net amount retained by
Executive
after deduction of any
Excise Tax
on the
Total Payments
and any federal, state and local income tax, penalties, interest and
Excise Tax
upon the
Gross-Up Payment
provided for by this section 3 (including FICA and FUTA), shall be equal to the
Total Payments
. Any such payment shall be made by
Company
to
Executive
as soon as practical following the
Termination Date
, but in no event beyond twenty (20) days from such date. Such payment is intended to be exempt from
Code
Section 409A
(as defined in section 15)
under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.
Executive
shall only be entitled to a
Gross-Up Payment
under this section 3 if
Executive’s
“parachute payments” (as such term is defined in
Code
Section 280G) exceed three hundred thirty percent (330%) (the “
Threshold
”) of
Executive’s
“base amount” (as determined under
Code
Section 280G(b)). In the event
Executive’s
parachute payments do not exceed the
Threshold
, the benefits provided to such
Executive
under this
Agreement
that are classified as parachute payments shall be reduced such that the value of the
Total Payments
that
Executive
is entitled to receive shall be one dollar ($1) less than the maximum amount which such
Executive
may receive without becoming subject to the tax imposed by
Code
Section 4999, or which
Company
may pay without loss of deduction under
Code
Section 280G(a). For purposes of determining whether any of the
Total Payments
will be subject to the
Excise Tax
, the amounts of such
Excise Tax
and the amount of any
Gross Up Payment,
the following shall apply:
|
(i)
|
Any other payments or benefits received or to be received by
Executive
in connection with a
Change in Control
or
Executive’s
termination of employment (whether pursuant to the terms of this
Agreement
or any other plan, policy, arrangement or agreement with
Company
, or with any
Person
whose actions result in a
Change in Control
or any
Person
affiliated with
Company
or such
Person
s) shall be treated as “parachute payments” within the meaning of
Code
Section 280G(b)(2), and all “excess parachute payments” within the meaning of
Code
Section 280G(b)(1) shall be treated as subject to the
Excise Tax
, unless in the opinion of
Company’s
tax counsel as supported by
Company’s
independent auditors and acceptable to
Executive
, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of
Code
Section 280G(b)(4) in excess of the base amount within the meaning of
Code
Section 280G(b)(3), or are otherwise not subject to the
Excise Tax
;
|
(ii)
|
The amount of the
Total Payments
which shall be treated as subject to the
Excise Tax
shall be equal to the lesser of (A) the total amount of the
Total Payments
; or (B) the amount of excess parachute payments within the meaning of
Code
Section 280G(b)(1) (after applying the provisions of this section 3(i) above);
|
(iii)
|
The value of any noncash benefits or any deferred payment or benefit shall be determined by
Company’s
independent auditors in accordance with the principles of
Code
Sections 280G(d)(3) and (4);
|
(iv)
|
Executive
shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment
is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of
Executive’s
residence on the
Termination Date
, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes;
|
(v)
|
In the event the Internal Revenue Service adjusts any item included in
Company’s
computations under this section 3(j) so that
Executive
did not receive the full net benefit intended under the provisions of this section 3(j),
Company
shall reimburse
Executive
for the full amount necessary to make
Executive
whole as determined by the
Committee.
Any such payment shall be treated for
Section 409A
purposes as a payment separate from the payment made pursuant to this subparagraph (k) immediately following
Executive’s
termination of employment and shall be made by
Company
to
Executive
within twenty (20) days of the date he remits the additional taxes as a result of such adjustment; and
|
(vi)
|
In the event the Internal Revenue Service adjusts any item included in
Company’s
computations under this section 3(j) so that
Executive
is not
|
(l)
|
Company’s Payment Obligation.
Subject to the provisions of section 4,
Company’s
obligation to make the payments and the arrangements provided in this section 3 shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which
Company
may have against
Executive
or anyone else. All amounts payable by
Company
under this section 3 shall be paid without notice or demand and each and every payment made by
Company
shall be final, and
Company
shall not seek to recover all or any part of such payment from
Executive
or from whomsoever may be entitled thereto, for any reason except as provided in section 3(k) above or in section 4.
|
(m)
|
Other Employment
.
Executive
shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under this section 3, and the obtaining of any such other employment shall in no event result in any reduction of
Company’s
obligations to make the payments and arrangements required to be made under this section 3, except to the extent otherwise specifically provided in this
Agreement
.
|
(n)
|
Payment of Legal Fees and Expenses.
To the extent permitted by law,
Company
shall reimburse
Executive
for all reasonable legal fees, costs of litigation or arbitration, prejudgment or pre-award interest, and other expenses incurred in good faith by
Executive
as a result of
Company’s
refusal to provide benefits under this section 3, or as a result of
Company
contesting the validity, enforceability or interpretation of the provisions of this section 3, or as the result of any conflict (including conflicts related to the calculation of parachute payments or the characterization of
Executive’s
termination) between
Executive
and
Company
; provided that the conflict or dispute is resolved in
Executive’s
favor and
Executive
acts in good faith in pursuing his rights under this section 3. Such reimbursement shall be made within thirty (30) days following final resolution, in favor of
Executive
, of the conflict or dispute giving rise to such fees and expenses. In no event shall
Executive
be entitled to receive the reimbursements provided for in this subparagraph if he acts in bad faith or pursues a claim without merit, or if he fails to prevail in any action instituted by him or
Company.
|
(o)
|
Arbitration for Change in Control Benefits
. Any dispute or controversy arising under or in connection with the benefits provided under this section 3 shall promptly and expeditiously be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of
|
10.
|
Release
.
|
(a)
|
Executive on behalf of Executive, Executive’s heirs, executors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge Company and any of its subsidiaries, affiliates, successors, assigns and past, present and future directors, officers, employees, trustees and shareholders (the “Released Parties”) from and against any and all complaints, claims, cross-claims, third-party claims, counterclaims, contribution claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which, at any time up to and including the date on which Executive signs this Agreement, exists, have existed, or may arise from any matter whatsoever occurring, including, but not limited to, any claims arising out of or in any way related to Executive’s employment with Company or its subsidiaries or affiliates and the conclusion thereof, which Executive, or any of Executive’s heirs, executors, administrators, assigns, affiliates, and agents ever had, now has or at any time hereafter may have, own or hold against any of the Released Parties based on any matter existing on or before the date on which Executive signs this Agreement. Executive acknowledges that in exchange for this release, Company is providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. By executing this Agreement, Executive is waiving, without limitation, all claims (except for the filing of a charge with an administrative agency) against the Released Parties arising under federal, state and local labor and antidiscrimination laws, any employment related claims under the employee Retirement Income Security Act of 1974, as amended, and any other restriction on the right to terminate employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, and the North Carolina Equal Employment Practices Act, as amended. Nothing herein shall release any party from any obligation under this Agreement. Executive acknowledges and agrees that this release and the covenant not to sue set forth in paragraph (c) below are essential and material terms of this Agreement and that, without such release and
|
(b)
|
EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE RELEASED PARTIES FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”). EXECUTIVE FURTHER AGREES: (i) THAT EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990; (ii) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (iii) THAT EXECUTIVE’S WAIVER OF RIGHTS IN THIS RELEASE IS IN EXCHANGE FOR CONSIDERATION THAT WOULD NOT OTHERWISE BE OWING TO EXECUTIVE PURSUANT TO ANY PREEXISTING OBLIGATION OF ANY KIND HAD EXECUTIVE NOT SIGNED THIS RELEASE; (iv) THAT EXECUTIVE HEREBY IS AND HAS BEEN ADVISED IN WRITING BY COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (v) THAT COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE; (vi) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED, AND (vii) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE UPON THE EIGHTH DAY AFTER EXECUTIVE SIGNS THIS AGREEMENT.
|
(c)
|
To the maximum extent permitted by law, Executive covenants not to sue or to institute or cause to be instituted any action in any federal, state, or local agency or court against any of the Released Parties, including, but not limited to, any of the claims released this Agreement. Notwithstanding the foregoing, nothing herein shall prevent Executive or any of the Released Parties from filing a charge with an administrative agency, from instituting any action required to enforce the terms of this Agreement, or from challenging the validity of this Agreement. In addition, nothing herein shall be construed to prevent Executive from enforcing any rights Executive may have to recover vested benefits under the Employee Retirement Income Security Act of 1974, as amended.
|
(d)
|
Executive represents and warrants that: (i) Executive has not filed or initiated any legal, equitable, administrative, or other proceeding(s) against any of the Released Parties; (ii) no such proceeding(s) have been initiated against any of the Released Parties on Executive’s behalf; (iii) Executive is the sole owner of the actual or alleged claims, demands, rights, causes of action, and other matters that are released in this
|
(e)
|
The consideration offered herein is accepted by Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Executive expressly agrees that Executive is not entitled to and shall not receive any further payments, benefits, or other compensation or recovery of any kind from Company or any of the other Released Parties. Executive further agrees that in the event of any further proceedings whatsoever based upon any matter released herein, Company and each of the other Released Parties shall have no further monetary or other obligation of any kind to Executive, including without limitation any obligation for any costs, expenses and attorneys’ fees incurred by or on behalf of Executive.
|
Name
|
|
Date of Agreement
|
Gerald W. Evans Jr.
|
|
December 18, 2008
|
Joia M. Johnson
|
|
December 17, 2008
|
W. Howard Upchurch
|
|
December 16, 2008
|
|
Years Ended
|
||||||||||||||||||
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||||||
Earnings, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income tax expense, noncontrolling interest and income/loss from equity investees
|
$
|
474,568
|
|
|
$
|
464,836
|
|
|
$
|
395,866
|
|
|
$
|
263,606
|
|
|
$
|
284,822
|
|
Fixed charges
|
156,303
|
|
|
129,034
|
|
|
129,034
|
|
|
163,475
|
|
|
183,030
|
|
|||||
Amortization of capitalized interest
|
2,758
|
|
|
2,719
|
|
|
2,754
|
|
|
2,842
|
|
|
3,252
|
|
|||||
Interest capitalized
|
(2,566
|
)
|
|
(1,355
|
)
|
|
(930
|
)
|
|
(1,155
|
)
|
|
(2,043
|
)
|
|||||
Noncontrolling interest in pre-tax income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings, as defined
|
$
|
631,063
|
|
|
$
|
595,234
|
|
|
$
|
526,724
|
|
|
$
|
428,768
|
|
|
$
|
469,061
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
114,686
|
|
|
$
|
93,080
|
|
|
$
|
97,054
|
|
|
$
|
130,094
|
|
|
$
|
148,759
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness
|
7,077
|
|
|
6,011
|
|
|
6,921
|
|
|
9,168
|
|
|
10,367
|
|
|||||
Interest factor in rental expenses
|
34,540
|
|
|
29,886
|
|
|
25,059
|
|
|
24,213
|
|
|
23,904
|
|
|||||
Total fixed charges, as defined
|
$
|
156,303
|
|
|
$
|
128,977
|
|
|
$
|
129,034
|
|
|
$
|
163,475
|
|
|
$
|
183,030
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.04
|
|
|
4.62
|
|
|
4.08
|
|
|
2.62
|
|
|
2.56
|
|
Note:
|
The Ratio of Earnings to Fixed Charges should be read in conjunction with our consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference in this Form 10-K. The interest expense included in the fixed charges calculation above excludes interest expense relating to the Company's uncertain tax positions. The interest factor in rental expenses is calculated as one-third of rent expense.
|
Name of Subsidiary
|
Jurisdiction of Formation
|
BA International, L.L.C.
|
Delaware
|
Caribesock, Inc.
|
Delaware
|
Caribetex, Inc.
|
Delaware
|
CASA International, LLC
|
Delaware
|
CC Products, Inc.
|
Delaware
|
Ceibena Del, Inc.
|
Delaware
|
Event 1, Inc.
|
Kansas
|
GearCo, Inc.
|
Delaware
|
GFSI Holdings, Inc.
|
Delaware
|
GFSI, Inc.
|
Delaware
|
Hanes Menswear, LLC
|
Delaware
|
Hanes Puerto Rico, Inc.
|
Delaware
|
Hanesbrands Direct, LLC
|
Colorado
|
Hanesbrands Distribution, Inc.
|
Delaware
|
Hanesbrands Export Canada LLC
|
Delaware
|
HBI Branded Apparel Enterprises, LLC
|
Delaware
|
HBI Branded Apparel Limited, Inc.
|
Delaware
|
HBI Holdco 1 LLC
|
Delaware
|
HBI Holdco 2 LLC
|
Delaware
|
HbI International, LLC
|
Delaware
|
HBI Playtex BATH LLC
|
Delaware
|
HBI Receivables LLC
|
Delaware
|
HBI Sourcing, LLC
|
Delaware
|
Inner Self LLC
|
Delaware
|
Jasper-Costa Rica, L.L.C.
|
Delaware
|
Knights Apparel LLC
|
Delaware
|
Knights Holdco LLC
|
Delaware
|
Maidenform (Bangladesh) LLC
|
Delaware
|
Maidenform (Indonesia) LLC
|
Delaware
|
Maidenform Brands LLC
|
Delaware
|
Maidenform International LLC
|
Delaware
|
Maidenform LLC
|
Delaware
|
MF Retail LLC
|
Delaware
|
MFB International Holdings S.a r.l., US Branch
|
United States
|
Playtex Dorado, LLC
|
Delaware
|
Playtex Industries, Inc.
|
Delaware
|
Playtex Marketing Corporation (50%) owned)
|
Delaware
|
Seamless Textiles, LLC
|
Delaware
|
Shock Absorber US Inc
|
Delaware
|
UPCR, Inc.
|
Delaware
|
UPEL, Inc.
|
Delaware
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Bali Dominicana Textiles, S.A.
|
Panama/DR
|
Bali Dominicana, Inc.
|
Panama/DR
|
Belfein GmbH
|
Germany
|
Belfein Slovakia A.S.
|
Slovakia
|
Bellinda Èeská republika, s.r.o.
|
Czech Republic
|
Bellinda Hungária Kft.
|
Hungary
|
Bellinda Polksa SP z.o.o.
|
Poland
|
Bellinda Slovensko s.r.o.
|
Slovakia
|
Canadelle Holding Corporation Limited
|
Canada
|
Canadelle Limited Partnership
|
Canada
|
Cartex Manufacturera S. de R. L.
|
Costa Rica
|
CASA International, LLC Holdings S.C.S.
|
Luxembourg
|
Caysock, Inc.
|
Cayman Islands
|
Caytex, Inc.
|
Cayman Islands
|
Caywear, Inc.
|
Cayman Islands
|
Ceiba Industrial, S. De R.L.
|
Honduras
|
Choloma, Inc.
|
Cayman Islands
|
Confecciones Atlantida S. De R.L.
|
Honduras
|
Confecciones del Valle, S. De R.L.
|
Honduras
|
Confecciones El Pedregal Inc.
|
Cayman Islands
|
Confecciones El Pedregal S.A. de C.V.
|
El Salvador
|
Confecciones Jiboa S.A. de C.V.
|
El Salvador
|
Confecciones La Caleta
|
Cayman Islands
|
Confecciones La Herradura S.A. de C.V.
|
El Salvador
|
Confecciones La Libertad, Ltda de C.V.
|
El Salvador
|
DB Apparel Spain S.A.
|
Spain
|
DBA Bodywear Germany GmbH
|
Germany
|
DBA Deutschland GmbH
|
Germany
|
DBA Lux Holding SA
|
Luxembourg
|
DBA Osterreich GmbH
|
Austria
|
DBApparel Benelux SPRL
|
Belgium
|
DBApparel Direct Marketing S.A.S.
|
France
|
DBApparel E-Commerce S.A.S.
|
France
|
DBApparel Hellas L.T.D.
|
Greece
|
DBApparel Italia Srl
|
Italy
|
DBApparel Nederland B.V.
|
Netherlands
|
DBApparel Operations S.A.S.
|
France
|
DBApparel S.A.S.
|
France
|
DBApparel South Africa (PTY) Limited
|
South Africa
|
DBApparel Switzerland GmbH
|
Switzerland
|
DBApparel UK Ltd
|
United Kingdom
|
DBApparel UK Trading Ltd
|
United Kingdom
|
Name of Subsidiary
|
Jurisdiction of Formation
|
DIM Finance S.A.S.
|
France
|
DIM Portugal - Importacao e Comercializãcao, Lda.
|
Portugal
|
DIM Rus
|
Russian Federation
|
DIM S.A.S.
|
France
|
Dos Rios Enterprises, Inc.
|
Cayman Islands
|
GFSI Canada Company
|
Canada
|
GFSI Southwest, S. de R.L. de C.V.
|
Mexico
|
H.N. Fibers Ltd (49%)
|
Israel
|
Hanes Brands Incorporated de Costa Rica, S.A.
|
Costa Rica
|
Hanes Caribe, Inc.
|
Cayman Islands
|
Hanes Choloma, S. de R. L.
|
Honduras
|
Hanes Colombia, S.A.
|
Colombia
|
Hanes Commercial Europe S.a r.l.
|
Luxembourg
|
Hanes de Centroamerica S.A.
|
Guatemala
|
Hanes de El Salvador, S.A. de C.V.
|
El Salvador
|
Hanes Dominican, Inc.
|
Cayman Islands
|
Hanes Global Holdings Luxembourg S.a r.l.
|
Luxembourg
|
Hanes Global Supply Chain Europe S.a r.l.
|
Luxembourg
|
Hanes Ink Honduras, S.A. de C.V.
|
Honduras
|
Hanes IP Europe S.a r.l.
|
Luxembourg
|
Hanes Menswear Puerto Rico, Inc.
|
Puerto Rico
|
Hanes Panama Inc.
|
Panama
|
Hanesbrands (HK) Limited
|
Hong Kong
|
Hanesbrands (Nanjing) Textile Co., Ltd.
|
China
|
Hanesbrands (Vietnam) Company Limited
|
Vietnam
|
Hanesbrands Apparel India Private Limited
|
India
|
Hanesbrands Apparel South Africa (Proprietary) Limited
|
South Africa
|
Hanesbrands Argentina S.A.
|
Argentina
|
Hanesbrands Australia Pty Limited
|
Australia
|
Hanesbrands Brasil Textil Ltda.
|
Brazil
|
Hanesbrands Canada NS ULC
|
Canada
|
Hanesbrands Caribbean Logistics, Inc.
|
Cayman Islands
|
Hanesbrands Chile SpA
|
Chile
|
Hanesbrands Dominicana, Inc.
|
Cayman Islands
|
Hanesbrands Dos Rios Textiles, Inc.
|
Cayman Islands
|
Hanesbrands El Salvador, Ltda. De C.V.
|
El Salvador
|
Hanesbrands Holdings
|
Mauritius
|
Hanesbrands International (Shanghai) Co. Ltd.
|
China
|
Hanesbrands International (Thailand) Ltd.
|
Thailand
|
Hanesbrands International Honduras S. de R.L.
|
Honduras
|
Hanesbrands Japan Inc.
|
Japan
|
Hanesbrands Philippines Inc.
|
Philippines
|
Hanesbrands ROH Asia Ltd.
|
Thailand
|
Hanesbrands Switzerland Holdings GmbH
|
Switzerland
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Hanesbrands Vietnam Hue Company Limited
|
Vietnam
|
HBI Alpha Holdings, Inc.
|
Cayman Islands
|
HBI Beta Holdings, Inc.
|
Cayman Islands
|
HBI Compania de Servicios, S.A. de C.V.
|
El Salvador
|
HbI International Holdings S.à r.l.
|
Luxembourg
|
HbI International Holdings S.à r.l., Luxembourg, Kusnacht Branch
|
Switzerland
|
HbI International/ Jordan Limited Liability Company
|
Jordan
|
HBI Manufacturing (Thailand) Ltd.
|
Thailand
|
HBI RH Mexico, S. De R.L. de C.V.
|
Mexico
|
HBI Risk Management Ltd.
|
Bermuda
|
HBI Servicios Administrativos de Costa Rica, S.A.
|
Costa Rica
|
HBI Socks de Honduras, S. de R.L. de C.V.
|
Honduras
|
HBI Sourcing Asia Limited
|
Hong Kong
|
HBI Uno Holdings, Inc.
|
Cayman Islands
|
Industria Textilera del Este ITE, S.R.L.
|
Costa Rica
|
Industrias El Porvenier, S. de R.L.
|
Honduras
|
International Underwear S.à r.l.
|
Morocco
|
Inversiones Bonaventure S.A. de C.V.
|
El Salvador
|
J.E. Morgan de Honduras, S.A.
|
Honduras
|
Jasper Honduras, S.A.
|
Honduras
|
Jasper-Salvador, S.A. de C.V.
|
El Salvador
|
Jogbra Honduras, S.A.
|
Honduras
|
Maidenform (Asia) Limited
|
British Virgin Islands
|
Maidenform (U.K.) Limited
|
United Kingdom
|
Maidenform Brands Germany GmbH
|
Germany
|
Maidenform Brands International Limited
|
Ireland
|
Maidenform Brands Spain, S.R.L.
|
Spain
|
Manufacturera Ceibena S. de R.L.
|
Honduras
|
Manufacturera Comalapa S.A. de C.V.
|
El Salvador
|
Manufacturera de Cartago, S.R.L.
|
Costa Rica
|
Manufacturera San Pedro Sula, S. de R.L.
|
Honduras
|
MF Brands S.A. de C.V.
|
Mexico
|
MF Supreme Brands de Mexico, S.A. de C.V.
|
Mexico
|
MFB International Holdings S.a r.l.
|
Luxembourg
|
Playtex Puerto Rico, Inc.
|
Puerto Rico
|
PT. HBI Sourcing Indonesia
|
Indonesia
|
PTX (D.R.), Inc.
|
Cayman Islands
|
Rinplay S. de R.L. de C.V.
|
Mexico
|
Rosko Textil S.R.L.
|
Romania
|
Sagepar SARL
|
France
|
Seamless Puerto Rico, Inc.
|
Puerto Rico
|
Servicios de Soporte Intimate Apparel, S. de R.L.
|
Costa Rica
|
Socks Dominicana S.A.
|
Dominican Republic
|
Texlee El Salvador, Ltda. de C.V.
|
El Salvador
|
Name of Subsidiary
|
Jurisdiction of Formation
|
The Harwood Honduras Companies, S. de R.L.
|
Honduras
|
Tricotbest B.V.
|
Netherlands
|
VSE Verwaltungsgesellschaft mbH
|
Germany
|
/s/ Richard A. Noll
|
Richard A. Noll
Chief Executive Officer
|
/s/ Richard D. Moss
|
Richard D. Moss
Chief Financial Officer
|
/s/ Richard A. Noll
|
Richard A. Noll
Chief Executive Officer
|
/s/ Richard D. Moss
|
Richard D. Moss
Chief Financial Officer
|