|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
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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¨
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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
|
|
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Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
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||
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PART IV
|
|
|
Item 15
|
||
Item 1.
|
Business
|
Segment
|
Primary Products
|
Primary Brands
|
Innerwear
|
Men’s underwear, women’s panties, children’s underwear and socks
|
Hanes
,
Champion
,
Maidenform
,
Bali
,
JMS/Just My Size
,
Polo Ralph Lauren
*
|
Intimate apparel, such as bras and shapewear
|
Maidenform, Bali
,
Playtex
,
Hanes
,
JMS/Just My Size
,
Donna Karan,*
DKNY
*
|
|
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
|
|
|
|
Direct to Consumer
|
Activewear, men’s underwear, children’s underwear, intimate apparel, socks and hosiery
|
Hanes
,
Bali
,
Maidenform
,
Playtex
,
Champion
,
JMS
/
Just My Size
,
L’eggs
|
|
|
|
International
|
Activewear, men’s underwear, women’s panties, children’s underwear, intimate apparel, socks and hosiery
|
DIM, Bonds, Champion, Hanes
,
Playtex, Nur Die/Nur Der, Sheridan, Lovable, Wonderbra
,
Maidenform
,
Shock Absorber, Abanderado, Berlei, Zorba
, Kendall,
*
Sol y Oro
,
Polo Ralph Lauren,
*
Fila,*
Bellinda,
Donna Karan,* DKNY*
|
|
|
*
|
Brand used under a license agreement.
|
•
|
Tagless: Over a decade ago, we launched
Hanes
Tagless Tees that deliver superior softness without the itch and irritation of a tag. In 2012, our consumer-driven innovation process led us to expand this platform to the male underwear bottom category where research indicated that itchy tags were the number two consumer complaint. The Tagless platform also taps into the power of our supply chain, generating significant cost savings and allowing us to expand gross margins.
|
•
|
ComfortBlend: ComfortBlend, our fabric innovation that combines cotton and synthetic yarns for products that are softer, shrink less and dry faster, is an outgrowth of the performance fabric megatrend. In developing ComfortBlend, we worked through each step of the big idea process, testing the concept, the product and the advertising. We introduced
Hanes
men’s ComfortBlend underwear in 2012 with exceptional results and have now expanded this platform to socks, children’s underwear and panties.
|
•
|
ComfortFlex Fit: Our ComfortFlex Fit platform is another example of our consumer-driven innovation process, where research indicated the two most significant consumer complaints in the bra category were that the consumer could not find the right size and that the consumer could not find a comfortable bra. ComfortFlex Fit effectively addresses both concerns by combining a simplified shopping system that eliminates the complicated cup-and-band combinations of traditional bra sizing systems with a more comfortable, flexible fit. We have successfully leveraged the ComfortFlex Fit platform across our
Hanes
,
Champion, Bali
,
Playtex
and
JMS
/
Just My Size
brands where it is driving incremental purchases in a category where consumers typically buy only a little over three bras per year.
|
•
|
X-Temp: X-Temp brings a new level of technology and comfort to basic apparel.
Hanes
and
Champion
X-Temp garments are designed to keep consumers cooler and drier by increasing the rate of evaporation when body temperature rises and reducing the rate of evaporation as body temperature cools. The X-Temp platform was successfully introduced in
Hanes
men’s underwear and men’s socks in 2013 and expanded to women’s socks, panties, bras, legwear, base layer and children’s underwear and socks in 2014.
Champion
Vapor with X-Temp technology was introduced in men’s and women’s activewear in 2013 and expanded to team practicewear and branded printwear in 2014.
|
•
|
FreshIQ: FreshIQ provides advanced odor protection through the application of an antimicrobial finish that physically inhibits bacteria growth.
Hanes
FreshIQ underwear and socks for men were introduced in 2016, and additional products are anticipated to be introduced through the fall of 2017.
|
•
|
3D Flex: Our revolutionary 3D Flex fabric combines cotton and elastane to create a natural material that breathes and stretches like a second skin for comfort and increased freedom of movement. 3D Flex is a cross-brand and cross-country platform that has been successfully introduced into
DIM
men’s underwear in France.
|
•
|
Activ’Skin: Activ’Skin fabric uses a modern textile technology that absorbs heat from the body to generate a natural massage to improve skin elasticity. Activ’Skin technology has been leveraged across bras sold under both our
Lovable
and
DIM
brands.
|
•
|
Continued marketing support for
Hanes
X-Temp, which included TV, digital and social media outreach, as well as a partnership with the X-Men movie franchise;
|
•
|
Ongoing digital, social media and influencer campaigns in support of our key intimate apparel brands:
Maidenform
,
Bali
,
Playtex
and
Hanes
;
|
•
|
The launch of an updated “Real Champions” social media campaign for the
Champion
brand, highlighting inspiring stories of four individuals who overcame a variety of challenges to find their own inner champion; and
|
•
|
A multi-media “End the Smellfie” campaign in support of the launch of FreshIQ, letting consumers everywhere know that
Hanes
men’s underwear and sock styles now feature advanced odor protection technology.
|
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
|
Gerald W. Evans, Jr.
|
57
|
Chief Executive Officer
|
Richard D. Moss
|
59
|
Chief Financial Officer
|
Joia M. Johnson
|
56
|
Chief Administrative Officer, General Counsel and Corporate Secretary
|
W. Howard Upchurch
|
52
|
Group President, Innerwear Americas
|
John T. Marsh
|
51
|
Group President, Global Activewear
|
Michael E. Faircloth
|
51
|
President, Chief Global Supply Chain and Information Technology Officer
|
Elizabeth L. Burger
|
46
|
Chief Human Resources Officer
|
M. Scott Lewis
|
46
|
Chief Accounting Officer and Controller
|
Item 2.
|
Properties
|
|
Owned Square
Feet
|
|
Leased Square
Feet
|
|
Total
|
|||
Properties by Segment (1)
|
|
|
|
|
|
|||
Innerwear
|
3,629,813
|
|
|
5,397,377
|
|
|
9,027,190
|
|
Activewear
|
2,458,519
|
|
|
2,812,656
|
|
|
5,271,175
|
|
Direct to Consumer
|
—
|
|
|
1,867,633
|
|
|
1,867,633
|
|
International
|
2,807,568
|
|
|
3,763,995
|
|
|
6,571,563
|
|
Totals
|
8,895,900
|
|
|
13,841,661
|
|
|
22,737,561
|
|
|
|
(1)
|
Excludes vacant land, facilities under construction, facilities no longer in operation intended for disposal, facilities associated with discontinued operations, sourcing offices not associated with a particular segment, and office buildings housing corporate functions.
|
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
|
||||
2016
|
|
|
|
||||
Quarter Ended April 2, 2016
|
$
|
31.36
|
|
|
$
|
23.25
|
|
Quarter Ended July 2, 2016
|
$
|
30.42
|
|
|
$
|
24.96
|
|
Quarter Ended October 1, 2016
|
$
|
28.24
|
|
|
$
|
24.14
|
|
Quarter Ended December 31, 2016
|
$
|
27.07
|
|
|
$
|
21.40
|
|
|
|
|
|
||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (1)
|
||||
|
(amounts in thousands, except per share data)
|
||||||||
Plan Category
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders
|
6,026
|
|
|
$
|
15.61
|
|
|
17,544
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
6,026
|
|
|
$
|
15.61
|
|
|
17,544
|
|
|
|
(1)
|
The amount appearing under “Number of securities remaining available for future issuance under equity compensation plans” includes 10,677 shares available under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) and 6,867 shares available under the Hanesbrands Inc. Employee Stock Purchase Plan of 2006.
|
Item 6.
|
Selected Financial Data
|
|
Years Ended
|
||||||||||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||||||
|
(amounts in thousands, except per share data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
6,028,199
|
|
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
|
$
|
4,627,802
|
|
|
$
|
4,525,721
|
|
Operating profit
|
775,649
|
|
|
595,118
|
|
|
563,954
|
|
|
515,186
|
|
|
440,115
|
|
|||||
Income from continuing operations
|
536,927
|
|
|
428,855
|
|
|
404,519
|
|
|
330,494
|
|
|
232,443
|
|
|||||
Income from discontinued operations, net of tax
|
2,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,762
|
)
|
|||||
Net income
|
$
|
539,382
|
|
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
$
|
330,494
|
|
|
$
|
164,681
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share — basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.41
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
$
|
0.83
|
|
|
$
|
0.59
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.17
|
)
|
|||||
Net income
|
$
|
1.41
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
$
|
0.83
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share — diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.40
|
|
|
$
|
1.06
|
|
|
$
|
0.99
|
|
|
$
|
0.81
|
|
|
$
|
0.58
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.17
|
)
|
|||||
Net income
|
$
|
1.40
|
|
|
$
|
1.06
|
|
|
$
|
0.99
|
|
|
$
|
0.81
|
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
0.30
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
460,245
|
|
|
$
|
319,169
|
|
|
$
|
239,855
|
|
|
$
|
115,863
|
|
|
$
|
42,796
|
|
Working capital
|
1,695,498
|
|
|
1,413,958
|
|
|
1,067,753
|
|
|
1,047,625
|
|
|
986,169
|
|
|||||
Total assets
|
6,907,734
|
|
|
5,597,590
|
|
|
5,187,891
|
|
|
4,072,176
|
|
|
3,605,173
|
|
|||||
Noncurrent liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
3,507,685
|
|
|
2,232,712
|
|
|
1,593,695
|
|
|
1,449,155
|
|
|
1,290,794
|
|
|||||
Other noncurrent liabilities
|
573,213
|
|
|
585,078
|
|
|
725,010
|
|
|
393,617
|
|
|
552,346
|
|
|||||
Total stockholders’ equity
|
1,223,914
|
|
|
1,275,891
|
|
|
1,386,772
|
|
|
1,230,623
|
|
|
886,866
|
|
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.
|
•
|
2016
Highlights.
This section discusses some of the highlights of our performance and activities during
2016
.
|
•
|
Consolidated Results of Operations and Operating Results by Business Segment.
These sections provide our analysis and outlook for the significant line items on our statements of income, as well as other information that we deem meaningful to an understanding of our results of operations on both a consolidated basis and a business segment basis.
|
•
|
Liquidity and Capital Resources.
This section provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business, sources and uses of our cash and our financing arrangements.
|
•
|
Critical Accounting Policies and Estimates.
This section discusses the accounting policies that we consider important to the evaluation and reporting of our financial condition and results of operations, and whose application requires significant judgments or a complex estimation process.
|
•
|
Recently Issued Accounting Pronouncements.
This section provides a summary of the most recent authoritative accounting pronouncements that we will be required to adopt in a future period.
|
•
|
Innerwear sells basic branded products that are replenishment in nature under the product categories of intimate apparel, men’s underwear, panties, children’s underwear, socks and hosiery.
|
•
|
Activewear sells basic branded products that are primarily seasonal in nature to both retailers and wholesalers, as well as licensed sports apparel and licensed logo apparel in collegiate bookstores, mass retailers and other channels.
|
•
|
Direct to Consumer includes our Company-operated outlet stores and website operations that sell our branded products directly to consumers.
|
•
|
International primarily relates to the Europe, Australia, Asia, Latin America and Canada geographic locations that sell products that span across the Innerwear and Activewear reportable segments.
|
•
|
Net sales in
2016
were
$6.0 billion
, compared with
$5.7 billion
in
2015
, representing a 5% increase.
|
•
|
Operating profit was
$776 million
in
2016
compared with
$595 million
in
2015
, representing a 30% increase. As a percent of sales, operating profit was 12.9% in
2016
compared to 10.4% in
2015
. Included within operating profit were acquisition, integration and other action related charges of $139 million and $266 million in 2016 and 2015, respectively.
|
•
|
Diluted earnings per share was
$1.40
in
2016
, compared with
$1.06
in
2015
, representing a 32% increase.
|
•
|
Operating cash flows were
$606 million
in
2016
compared to
$227 million
in
2015
.
|
•
|
Our Board of Directors approved a new share repurchase program which authorizes us to purchase up to 40 million shares of our common stock. The new program replaces the previous share repurchase authorization for up to 40 million that was originally approved in 2007. During 2016, we purchased, as part of our cash deployment strategy, approximately 14.2 million shares of our common stock under the previous program for approximately $380 million at a weighted average cost per share of $26.65.
|
•
|
We refinanced our debt structure during the second quarter of 2016 by redeeming our $1.0 billion 6.375% Senior Notes and issuing $900 million in each of two series of Senior Notes at 4.625% and 4.875% due in 2024 and 2026, respectively. In addition, we issued €500 million in Senior Notes at 3.5% due in 2024. The refinancing reduced interest rates, increased our borrowing capacity, shifted our capital structure towards more fixed rate debt and helped to fund acquisitions.
|
•
|
We acquired Champion Europe on June 30, 2016. The acquisition, combined with
Champion
brand rights previously owned, unites the
Champion
brand globally and gives us a powerful platform for growth on every continent.
|
•
|
We acquired Hanes Australasia on July 14, 2016. Hanes Australasia is a leading underwear and intimate apparel company in Australia with a portfolio of strong brands including
Bonds
, Australia’s top brand of underwear, babywear and socks, and
Berlei
, a leading sports bra brand and leading seller of premium bras in department stores.
|
•
|
As part of our acquisition of Hanes Australasia, we acquired the Dunlop Flooring and Tontine Pillow businesses. These businesses were deemed by management to not be a strategic fit and therefore, the decision was made to divest of the businesses. On December 15, 2016, we entered into two definitive agreements to sell the Dunlop Flooring and Tontine Pillow businesses as planned. On February 1, 2017, we completed the sale of the Dunlop Flooring business. The sale of the Tontine Pillow business is expected to be completed in the first quarter of 2017. The aforementioned businesses are classified as assets held for sale and presented as discontinued operations.
|
•
|
As part of our cash deployment strategy, we initiated four quarterly dividends, in March, June, September and December, of $0.11 per share.
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
6,028,199
|
|
|
$
|
5,731,549
|
|
|
$
|
296,650
|
|
|
5.2
|
%
|
Cost of sales
|
3,752,151
|
|
|
3,595,217
|
|
|
156,934
|
|
|
4.4
|
|
|||
Gross profit
|
2,276,048
|
|
|
2,136,332
|
|
|
139,716
|
|
|
6.5
|
|
|||
Selling, general and administrative expenses
|
1,500,399
|
|
|
1,541,214
|
|
|
(40,815
|
)
|
|
(2.6
|
)
|
|||
Operating profit
|
775,649
|
|
|
595,118
|
|
|
180,531
|
|
|
30.3
|
|
|||
Other expenses
|
51,758
|
|
|
3,210
|
|
|
48,548
|
|
|
NM
|
|
|||
Interest expense, net
|
152,692
|
|
|
118,035
|
|
|
34,657
|
|
|
29.4
|
|
|||
Income from continuing operations before income tax expense
|
571,199
|
|
|
473,873
|
|
|
97,326
|
|
|
20.5
|
|
|||
Income tax expense
|
34,272
|
|
|
45,018
|
|
|
(10,746
|
)
|
|
(23.9
|
)
|
|||
Income from continuing operations
|
536,927
|
|
|
428,855
|
|
|
108,072
|
|
|
25.2
|
|
|||
Income from discontinued operations, net of tax
|
2,455
|
|
|
—
|
|
|
2,455
|
|
|
NM
|
||||
Net income
|
$
|
539,382
|
|
|
$
|
428,855
|
|
|
$
|
110,527
|
|
|
25.8
|
%
|
•
|
Incremental net sales of approximately $435 million from businesses acquired in 2016, primarily Hanes Australasia and Champion Europe;
|
•
|
Acquisition of Knights Apparel in April 2015, which added an incremental $21 million of net sales in 2016; and
|
•
|
Continued growth in the Activewear segment within our college bookstore business and
Champion
sales within the mass merchant channel.
|
•
|
Lower sales in the Innerwear segment due to a slower than expected retail environment and continued decline in Hosiery sales;
|
•
|
Lower net sales in our Activewear segment in the sporting goods and mid-tier department store channels, primarily due to certain sporting goods retailer bankruptcies; and
|
•
|
Lower net sales in our Direct to Consumer segment due to slower traffic at our outlet stores and the planned exit of our legacy catalog business and removal of non-core product offerings to a more focused branded store and Internet strategy.
|
|
Net Sales
|
|
Operating Profit
|
||||||||||||
|
Years Ended
|
|
Years Ended
|
||||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
December 31,
2016 |
|
January 2,
2016 |
||||||||
|
(dollars in thousands)
|
||||||||||||||
Innerwear
|
$
|
2,609,754
|
|
|
$
|
2,680,981
|
|
|
$
|
588,265
|
|
|
$
|
623,412
|
|
Activewear
|
1,570,972
|
|
|
1,576,724
|
|
|
227,535
|
|
|
246,508
|
|
||||
Direct to Consumer
|
315,560
|
|
|
341,207
|
|
|
5,564
|
|
|
15,859
|
|
||||
International
|
1,531,913
|
|
|
1,132,637
|
|
|
179,917
|
|
|
105,515
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
(225,632
|
)
|
|
(396,176
|
)
|
||||
Total
|
$
|
6,028,199
|
|
|
$
|
5,731,549
|
|
|
$
|
775,649
|
|
|
$
|
595,118
|
|
|
Years Ended
|
|
|
|||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
2,609,754
|
|
|
$
|
2,680,981
|
|
|
$
|
(71,227
|
)
|
|
(2.7
|
)%
|
Segment operating profit
|
588,265
|
|
|
623,412
|
|
|
(35,147
|
)
|
|
(5.6
|
)
|
|
Years Ended
|
|
|
|||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
1,570,972
|
|
|
$
|
1,576,724
|
|
|
$
|
(5,752
|
)
|
|
(0.4
|
)%
|
Segment operating profit
|
227,535
|
|
|
246,508
|
|
|
(18,973
|
)
|
|
(7.7
|
)
|
•
|
Lower sales in the sporting goods and mid-tier department store channels primarily due to certain retailer bankruptcies;
|
•
|
Lower sales in our Hanes Activewear business due to an expected loss of certain seasonal programs; and
|
•
|
Lower
Champion
sales within the mid-tier channel in 2016, due to larger pipes to support space gains in 2015, which were not repeated in 2016.
|
•
|
The acquisition of Knights Apparel in April 2015, which added an incremental $21 million of net sales in 2016;
|
•
|
The acquisition of GTM in September 2016, which added an incremental $13 million of net sales;
|
•
|
Champion
growth within the mass retail channel; and
|
•
|
Continued growth in our college bookstore business.
|
|
Years Ended
|
|
|
|||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
315,560
|
|
|
$
|
341,207
|
|
|
$
|
(25,647
|
)
|
|
(7.5
|
)%
|
Segment operating profit
|
5,564
|
|
|
15,859
|
|
|
(10,295
|
)
|
|
(64.9
|
)
|
|
Years Ended
|
|
|
|||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
1,531,913
|
|
|
$
|
1,132,637
|
|
|
$
|
399,276
|
|
|
35.3
|
%
|
Segment operating profit
|
179,917
|
|
|
105,515
|
|
|
74,402
|
|
|
70.5
|
|
•
|
Acquisitions of Hanes Australasia, Champion Europe and Champion Japan licensee; and
|
•
|
Continued space gains in Asia within our Activewear product category.
|
•
|
Unfavorable impact of foreign currency exchange rates of approximately $12 million; and
|
•
|
The planned exit of small, low performing brands in Hanes Europe Innerwear.
|
|
Years Ended
|
||||||
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(dollars in thousands)
|
||||||
Acquisition and integration costs:
|
|
|
|
||||
Hanes Europe Innerwear
|
$
|
79,003
|
|
|
$
|
138,116
|
|
Hanes Australasia
|
30,783
|
|
|
—
|
|
||
Knights Apparel
|
29,056
|
|
|
14,789
|
|
||
Champion Europe
|
10,972
|
|
|
—
|
|
||
Other acquisitions
|
4,344
|
|
|
—
|
|
||
Maidenform
|
—
|
|
|
31,114
|
|
||
Acquisition related currency transactions
|
(15,639
|
)
|
|
—
|
|
||
Total acquisition and integration costs
|
138,519
|
|
|
184,019
|
|
||
Foundational costs
|
—
|
|
|
47,786
|
|
||
Other costs
|
—
|
|
|
34,255
|
|
||
|
$
|
138,519
|
|
|
$
|
266,060
|
|
|
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 from continuing operations 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
|
$
|
2,680,981
|
|
|
$
|
2,735,268
|
|
|
$
|
623,412
|
|
|
$
|
579,882
|
|
Activewear
|
1,576,724
|
|
|
1,423,068
|
|
|
246,508
|
|
|
197,218
|
|
||||
Direct to Consumer
|
341,207
|
|
|
368,202
|
|
|
15,859
|
|
|
28,468
|
|
||||
International
|
1,132,637
|
|
|
798,208
|
|
|
105,515
|
|
|
92,496
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
(396,176
|
)
|
|
(334,110
|
)
|
||||
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
|
$
|
2,680,981
|
|
|
$
|
2,735,268
|
|
|
$
|
(54,287
|
)
|
|
(2.0
|
)%
|
Segment operating profit
|
623,412
|
|
|
579,882
|
|
|
43,530
|
|
|
7.5
|
|
•
|
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
|
$
|
1,576,724
|
|
|
$
|
1,423,068
|
|
|
$
|
153,656
|
|
|
10.8
|
%
|
Segment operating profit
|
246,508
|
|
|
197,218
|
|
|
49,290
|
|
|
25.0
|
|
•
|
Growth in our sports apparel business resulting from our acquisition of Knights Apparel in April 2015 and higher net sales by Gear for Sports in the college bookstore channel; and
|
•
|
Higher net sales in our
Champion
branded product in the mid-tier and department stores channel and sporting goods stores;
|
•
|
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
|
$
|
341,207
|
|
|
$
|
368,202
|
|
|
$
|
(26,995
|
)
|
|
(7.3
|
)%
|
Segment operating profit
|
15,859
|
|
|
28,468
|
|
|
(12,609
|
)
|
|
(44.3
|
)
|
|
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
|
105,515
|
|
|
92,496
|
|
|
13,019
|
|
|
14.1
|
|
•
|
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
|
|
•
|
we have principal and interest obligations under our debt;
|
•
|
we acquired Knights Apparel in April 2015, Champion Europe in June 2016, Hanes Australasia in July 2016, and we may pursue strategic acquisitions in the future;
|
•
|
we expect to continue to invest in efforts to improve operating efficiencies and lower costs;
|
•
|
we made a $100 million contribution to our pension plans in January 2015 and a $40 million contribution in January 2016;
|
•
|
we may increase or decrease the portion of the current-year income of our foreign subsidiaries that we remit to the United States, which could significantly impact our effective income tax rate;
|
•
|
our Board of Directors has authorized a regular quarterly dividend; and
|
•
|
our Board of Directors has authorized the repurchase of up to 40 million shares under our newly authorized share repurchase program approved in 2016. Under our former share repurchase program originally approved in 2007, we repurchased 14.2 million shares in 2016 at a cost of $380 million and 12.1 million shares in 2015 for a cost of $352 million.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
At December 31, 2016
|
|
Fiscal
2017
|
|
Fiscal
2018-2019
|
|
Fiscal
2020-2021
|
|
Fiscal
2022 and
Thereafter
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on debt obligations (1)
|
$
|
759,158
|
|
|
$
|
141,647
|
|
|
$
|
270,931
|
|
|
$
|
239,462
|
|
|
$
|
107,118
|
|
Inventory purchase obligations
|
352,370
|
|
|
349,565
|
|
|
2,805
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
561,688
|
|
|
130,971
|
|
|
210,806
|
|
|
112,293
|
|
|
107,618
|
|
|||||
Marketing and advertising obligations
|
34,428
|
|
|
28,256
|
|
|
6,172
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term obligations (2)
|
375,284
|
|
|
117,246
|
|
|
173,256
|
|
|
62,115
|
|
|
22,667
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
12,250
|
|
|
12,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
3,732,583
|
|
|
178,364
|
|
|
356,121
|
|
|
558,857
|
|
|
2,639,241
|
|
|||||
Notes payable
|
56,396
|
|
|
56,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
5,884,157
|
|
|
$
|
1,014,695
|
|
|
$
|
1,020,091
|
|
|
$
|
972,727
|
|
|
$
|
2,876,644
|
|
|
|
(1)
|
Interest obligations on floating rate debt instruments are calculated for future periods using interest rates in effect at
December 31, 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 and uncertain tax positions.
|
|
Years Ended
|
||||||
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(dollars in thousands)
|
||||||
Operating activities
|
$
|
605,607
|
|
|
$
|
227,007
|
|
Investing activities
|
(966,641
|
)
|
|
(276,800
|
)
|
||
Financing activities
|
511,054
|
|
|
132,982
|
|
||
Effect of changes in foreign currency exchange rates on cash
|
(8,944
|
)
|
|
(3,875
|
)
|
||
Change in cash and cash equivalents
|
141,076
|
|
|
79,314
|
|
||
Cash and cash equivalents at beginning of year
|
319,169
|
|
|
239,855
|
|
||
Cash and cash equivalents at end of year
|
$
|
460,245
|
|
|
$
|
319,169
|
|
•
|
In determining the discount rate, we utilized the Aon Hewitt AA Above Median Curve (rounded to the nearest 10 basis points) in order to determine a unique interest rate for each plan and match the expected cash flows for each plan. Beginning in 2016, we began utilizing specific spot rates along the full yield curve in our determination of discount rates, for our U.S. defined benefit plans, in order to determine our interest rate and match to the relevant cash flows for the plans. This change improves the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a more precise measurement of interest costs.
|
•
|
Salary increase assumptions were based on historical experience and anticipated future management actions. The salary increase assumption only applies to the Canadian plans, certain Hanes Europe Innerwear plans and portions of the Hanesbrands nonqualified retirement plans, as benefits under these plans are not frozen. The benefits under the Hanesbrands Inc. Pension Plan were frozen as of December 31, 2005.
|
•
|
In determining the long-term rate of return on plan assets we applied a proportionally weighted blend between assuming the historical long-term compound growth rate of the plan portfolio would predict the future returns of similar investments, and the utilization of forward-looking assumptions.
|
•
|
Retirement rates were based primarily on actual experience while standard actuarial tables were used to estimate mortality. In
2016
, the tables used as a basis for the mortality assumption were from the RP-2014 table with Scale MP-2015.
|
|
Increase (Decrease) in
|
||||||
|
Pension
Expense
|
|
Benefit
Obligation
|
||||
|
(in millions)
|
||||||
1% decrease in discount rate
|
$
|
(1
|
)
|
|
$
|
155
|
|
1% increase in discount rate
|
1
|
|
|
(125
|
)
|
||
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/ Gerald W. Evans, Jr.
|
Gerald W. Evans, Jr.
|
Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Gerald W. Evans, Jr.
|
|
Chief Executive Officer (principal executive officer)
|
|
February 3, 2017
|
Gerald W. Evans, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Richard D. Moss
|
|
Chief Financial Officer
(principal financial officer)
|
|
February 3, 2017
|
Richard D. Moss
|
|
|
|
|
|
|
|
|
|
/s/ M. Scott Lewis
|
|
Chief Accounting Officer and Controller
(principal accounting officer)
|
|
February 3, 2017
|
M. Scott Lewis
|
|
|
|
|
|
|
|
|
|
/s/ Bobby J. Griffin
|
|
Director
|
|
February 3, 2017
|
Bobby J. Griffin
|
|
|
|
|
|
|
|
|
|
/s/ James C. Johnson
|
|
Director
|
|
February 3, 2017
|
James C. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Jessica T. Mathews
|
|
Director
|
|
February 3, 2017
|
Jessica T. Mathews
|
|
|
|
|
|
|
|
|
|
/s/ Franck J. Moison
|
|
Director
|
|
February 3, 2017
|
Franck J. Moison
|
|
|
|
|
|
|
|
|
|
/s/ Robert F. Moran
|
|
Director
|
|
February 3, 2017
|
Robert F. Moran
|
|
|
|
|
|
|
|
|
|
/s/ Ronald L. Nelson
|
|
Director
|
|
February 3, 2017
|
Ronald L. Nelson
|
|
|
|
|
|
|
|
|
|
/s/ Richard A. Noll
|
|
Director
|
|
February 3, 2017
|
Richard A. Noll
|
|
|
|
|
|
|
|
|
|
/s/ Andrew J. Schindler
|
|
Director
|
|
February 3, 2017
|
Andrew J. Schindler
|
|
|
|
|
|
|
|
|
|
/s/ David V. Singer
|
|
Director
|
|
February 3, 2017
|
David V. Singer
|
|
|
|
|
/s/ Ann E. Ziegler
|
|
Director
|
|
February 3, 2017
|
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).
|
|
|
|
2.4
|
|
Scheme Implementation Deed, Dated April 27, 2016, between Hanesbrands Inc. and Pacific Brands Limited (incorporated by reference from Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2016).
|
|
|
|
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 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2017).
|
|
|
|
4.1
|
|
Indenture, dated May 6, 2016, among Hanesbrands Inc., the subsidiary guarantors named therein and U.S. Bank National Association (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2016).
|
|
|
|
4.2
|
|
First Supplemental Indenture (to Indenture dated May 6, 2016), dated of November 9, 2016, among Hanesbrands Inc., It’s Greek to Me, Inc., GTM Retail, Inc. and US Bank, National Association.
|
|
|
|
4.3
|
|
Indenture, dated June 3, 2016, among Hanesbrands Finance Luxembourg S.C.A., Hanesbrands Inc., the other guarantors named therein, U.S.Bank Trustees Limited, as Trustee, Elavon Financial Services Limited, UK Branch, as Paying Agent and Transfer Agent, and Elavon Financial Services Limited, as Registrar (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2016).
|
|
|
Exhibit
Number |
|
Description
|
|
|
|
4.4
|
|
Supplemental Indenture No. 1 (to Indenture dated June 3, 2016), dated as of June 23, 2016, among Hanesbrands Finance Luxembourg S.C.A, HBI Australia Acquisition Co. Pty Limited, HBI Italy Acquisition Co. S.r.l., Maidenform Brands Spain, S.R.L. Unipersonal and U.S. Bank Trustees Limited (incorporated by reference from Exhibit 4.3 to this Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016).
|
|
|
|
4.5
|
|
Supplemental Indenture No. 2 (to Indenture dated June 3, 2016), dated as of November 9, 2016, among Hanesbrands Finance Luxembourg, S.C.A., Pacific Brands Limited, Pacific Brands (Australia) Pty Ltd, Pacific Brands Holdings Pty Ltd, Sheridan Australia Pty Ltd, Pacific Brands Services Group Pty Ltd, Pacific Brands Sports & Leisure Pty Ltd, Pacific Brands Clothing Pty Ltd, Pacific Brands Holdings (NZ) Limited, Sheridan N.Z. Limited, Champion Products Europe Limited and U.S. Bank Trustees Limited.
|
|
|
|
4.6
|
|
Supplemental Indenture No. 3 (to Indenture dated June 3, 2016), dated as of November 9, 2016, among Hanesbrands Finance Luxembourg S.C.A., It’s Greek to Me, Inc., GTM Retail, Inc. and U.S. Bank Trustees Limited.
|
|
|
|
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).*
|
|
|
|
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).*
|
|
|
|
Exhibit
Number |
|
Description
|
|
|
|
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
|
|
First Amendment to Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 4, 2016).*
|
|
|
|
10.17
|
|
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).*
|
|
|
|
10.18
|
|
Form of Severance/Change in Control Agreement entered into by and between Hanesbrands Inc. and certain of its executive officers prior to December 2010 and schedule of all such agreements with current executive officers (incorporated by reference from Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 5, 2016).*
|
|
|
|
10.19
|
|
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).*
|
|
|
|
10.20
|
|
First Amendment to Severance/Change in Control Agreement dated June 13, 2016 between Hanesbrands Inc. and Gerald W. Evans, Jr. (incorporated by reference from Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016).*
|
|
|
|
10.21
|
|
Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”) with the various financial institutions and other persons from time to time party to the Credit Agreement as lenders, Branch Banking & Trust Company and SunTrust Bank, as the co-documentation agents, Barclays Bank PLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Bank, National Association, as the co-syndication agents, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent, and J.P. Morgan Securities LLC, Barclays Bank PLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as the joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2015).
|
|
|
|
10.22
|
|
First Amendment, dated as of May 5, 2015, to the Third Amended Credit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2015).
|
|
|
|
10.23
|
|
Second Amendment and Joinder Agreement, dated as of October 23, 2015 to Third Amended Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2015).
|
|
|
|
Exhibit
Number |
|
Description
|
|
|
|
10.24
|
|
Third Amendment, dated as of June 8, 2016, to the Third Amended Credit Agreement (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2016).
|
|
|
|
10.25
|
|
Syndicated Facility Agreement, dated as of July 4, 2016, among Hanesbrands Inc., MFB International Holdings S.a.r.l., HBI Australia Acquisition Co. Pty Ltd, the Australian Lenders party thereto, the Subsidiary Guarantors party therto, JPMorgan Chase Bank, N.A., as the Administrative Agent and the Collateral Agent and HSBC Bank Australia Limited as lead arranger and bookrunner (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2016).
|
|
|
|
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).
|
|
|
|
31.1
|
|
Certification of Gerald W. Evans, Jr., Chief Executive Officer.
|
|
|
|
31.2
|
|
Certification of Richard D. Moss, Chief Financial Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of Gerald W. Evans, Jr., 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
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Net sales
|
$
|
6,028,199
|
|
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
Cost of sales
|
3,752,151
|
|
|
3,595,217
|
|
|
3,420,339
|
|
|||
Gross profit
|
2,276,048
|
|
|
2,136,332
|
|
|
1,904,407
|
|
|||
Selling, general and administrative expenses
|
1,500,399
|
|
|
1,541,214
|
|
|
1,340,453
|
|
|||
Operating profit
|
775,649
|
|
|
595,118
|
|
|
563,954
|
|
|||
Other expenses
|
51,758
|
|
|
3,210
|
|
|
2,599
|
|
|||
Interest expense, net
|
152,692
|
|
|
118,035
|
|
|
96,387
|
|
|||
Income from continuing operations before income tax expense
|
571,199
|
|
|
473,873
|
|
|
464,968
|
|
|||
Income tax expense
|
34,272
|
|
|
45,018
|
|
|
60,449
|
|
|||
Income from continuing operations
|
536,927
|
|
|
428,855
|
|
|
404,519
|
|
|||
Income from discontinued operations, net of tax
|
2,455
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
$
|
539,382
|
|
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
|
|
|
|
|
||||||
Earnings per share — basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.41
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
$
|
1.41
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
||||||
Earnings per share — diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.40
|
|
|
$
|
1.06
|
|
|
$
|
0.99
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
$
|
1.40
|
|
|
$
|
1.06
|
|
|
$
|
0.99
|
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Net income
|
$
|
539,382
|
|
|
$
|
428,855
|
|
|
$
|
404,519
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation
|
(20,384
|
)
|
|
(23,576
|
)
|
|
(12,171
|
)
|
|||
Cash flow hedges, net of tax effect of ($1,272), ($866) and ($1,114), respectively
|
5,757
|
|
|
1,043
|
|
|
1,679
|
|
|||
Defined benefit plans, net of tax effect of $16,393, ($883) and $81,731, respectively
|
(26,431
|
)
|
|
189
|
|
|
(125,080
|
)
|
|||
Other comprehensive loss
|
(41,058
|
)
|
|
(22,344
|
)
|
|
(135,572
|
)
|
|||
Comprehensive income
|
$
|
498,324
|
|
|
$
|
406,511
|
|
|
$
|
268,947
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
460,245
|
|
|
$
|
319,169
|
|
Trade accounts receivable, net
|
814,178
|
|
|
680,417
|
|
||
Inventories
|
1,840,565
|
|
|
1,814,602
|
|
||
Other current assets
|
137,535
|
|
|
103,679
|
|
||
Current assets of discontinued operations
|
45,897
|
|
|
—
|
|
||
Total current assets
|
3,298,420
|
|
|
2,917,867
|
|
||
Property, net
|
692,464
|
|
|
650,462
|
|
||
Trademarks and other identifiable intangibles, net
|
1,285,458
|
|
|
700,515
|
|
||
Goodwill
|
1,098,540
|
|
|
834,315
|
|
||
Deferred tax assets
|
464,872
|
|
|
445,179
|
|
||
Other noncurrent assets
|
67,980
|
|
|
49,252
|
|
||
Total assets
|
$
|
6,907,734
|
|
|
$
|
5,597,590
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Accounts payable
|
$
|
761,647
|
|
|
$
|
672,972
|
|
Accrued liabilities and other:
|
|
|
|
||||
Payroll and employee benefits
|
154,697
|
|
|
142,154
|
|
||
Advertising and promotion
|
111,902
|
|
|
125,948
|
|
||
Other
|
330,450
|
|
|
192,231
|
|
||
Notes payable
|
56,396
|
|
|
117,785
|
|
||
Accounts Receivable Securitization Facility
|
44,521
|
|
|
195,163
|
|
||
Current portion of long-term debt
|
133,843
|
|
|
57,656
|
|
||
Current liabilities of discontinued operations
|
9,466
|
|
|
—
|
|
||
Total current liabilities
|
1,602,922
|
|
|
1,503,909
|
|
||
Long-term debt
|
3,507,685
|
|
|
2,232,712
|
|
||
Pension and postretirement benefits
|
371,612
|
|
|
362,266
|
|
||
Other noncurrent liabilities
|
201,601
|
|
|
222,812
|
|
||
Total liabilities
|
5,683,820
|
|
|
4,321,699
|
|
||
|
|
|
|
||||
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 — 378,687,052 and 391,652,810, respectively
|
3,787
|
|
|
3,917
|
|
||
Additional paid-in capital
|
260,002
|
|
|
277,569
|
|
||
Retained earnings
|
1,396,116
|
|
|
1,389,338
|
|
||
Accumulated other comprehensive loss
|
(435,991
|
)
|
|
(394,933
|
)
|
||
Total stockholders’ equity
|
1,223,914
|
|
|
1,275,891
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,907,734
|
|
|
$
|
5,597,590
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
539,382
|
|
|
—
|
|
|
539,382
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,294
|
)
|
|
—
|
|
|
(169,294
|
)
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,384
|
)
|
|
(20,384
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,757
|
|
|
5,757
|
|
|||||
Net unrecognized loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,431
|
)
|
|
(26,431
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
30,617
|
|
|
6,051
|
|
|
—
|
|
|
36,668
|
|
|||||
Net exercise of stock options, vesting of restricted stock units and other
|
1,277
|
|
|
12
|
|
|
(37,786
|
)
|
|
—
|
|
|
—
|
|
|
(37,774
|
)
|
|||||
Share repurchases
|
(14,243
|
)
|
|
(142
|
)
|
|
(10,398
|
)
|
|
(369,361
|
)
|
|
—
|
|
|
(379,901
|
)
|
|||||
Balances at December 31, 2016
|
378,687
|
|
|
$
|
3,787
|
|
|
$
|
260,002
|
|
|
$
|
1,396,116
|
|
|
$
|
(435,991
|
)
|
|
$
|
1,223,914
|
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
539,382
|
|
|
$
|
428,855
|
|
|
$
|
404,519
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
81,057
|
|
|
80,166
|
|
|
75,977
|
|
|||
Amortization of intangibles
|
22,118
|
|
|
23,737
|
|
|
22,225
|
|
|||
Charges incurred for amendments of credit facilities
|
34,624
|
|
|
—
|
|
|
—
|
|
|||
Write-off on early extinguishment of debt
|
12,667
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
9,034
|
|
|
7,077
|
|
|
6,011
|
|
|||
Stock compensation expense
|
31,780
|
|
|
29,618
|
|
|
30,587
|
|
|||
Deferred taxes
|
(8,836
|
)
|
|
10,850
|
|
|
(12,401
|
)
|
|||
Other
|
(12,587
|
)
|
|
(8,696
|
)
|
|
1,962
|
|
|||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
(79,211
|
)
|
|
(21,974
|
)
|
|
1,228
|
|
|||
Inventories
|
135,807
|
|
|
(289,654
|
)
|
|
(40,248
|
)
|
|||
Other assets
|
(24,563
|
)
|
|
35,044
|
|
|
14,270
|
|
|||
Accounts payable
|
(60,994
|
)
|
|
74,613
|
|
|
71,901
|
|
|||
Accrued pension and postretirement benefits
|
(31,504
|
)
|
|
(102,202
|
)
|
|
5,295
|
|
|||
Accrued liabilities and other
|
(43,167
|
)
|
|
(40,427
|
)
|
|
(73,236
|
)
|
|||
Net cash from operating activities
|
605,607
|
|
|
227,007
|
|
|
508,090
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(83,399
|
)
|
|
(99,375
|
)
|
|
(64,311
|
)
|
|||
Proceeds from sales of assets
|
80,833
|
|
|
15,404
|
|
|
7,120
|
|
|||
Acquisition of businesses, net of cash acquired
|
(964,075
|
)
|
|
(192,829
|
)
|
|
(360,439
|
)
|
|||
Proceeds from sale of investments
|
—
|
|
|
—
|
|
|
64,380
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(5,065
|
)
|
|||
Net cash from investing activities
|
(966,641
|
)
|
|
(276,800
|
)
|
|
(358,315
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings on notes payable
|
904,476
|
|
|
1,167,681
|
|
|
158,217
|
|
|||
Repayments on notes payable
|
(992,760
|
)
|
|
(1,184,458
|
)
|
|
(138,225
|
)
|
|||
Borrowings on Accounts Receivable Securitization Facility
|
238,065
|
|
|
231,891
|
|
|
161,167
|
|
|||
Repayments on Accounts Receivable Securitization Facility
|
(388,707
|
)
|
|
(247,691
|
)
|
|
(131,994
|
)
|
|||
Borrowings on Revolving Loan Facilities
|
3,798,942
|
|
|
5,272,000
|
|
|
3,536,000
|
|
|||
Repayments on Revolving Loan Facilities
|
(3,795,500
|
)
|
|
(5,385,000
|
)
|
|
(3,826,500
|
)
|
|||
Borrowings on Senior Notes
|
2,359,347
|
|
|
—
|
|
|
—
|
|
|||
Repayments on Senior Notes
|
(1,000,000
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings on Term Loan Facilities
|
301,272
|
|
|
1,150,000
|
|
|
476,566
|
|
|||
Repayments on Term Loan Facilities
|
(268,264
|
)
|
|
(311,955
|
)
|
|
(2,226
|
)
|
|||
Borrowings on International Debt
|
9,145
|
|
|
10,676
|
|
|
—
|
|
|||
Repayments on International Debt
|
(12,734
|
)
|
|
(15,971
|
)
|
|
—
|
|
|||
Repayments of assumed debt related to acquisition of business
|
—
|
|
|
—
|
|
|
(117,400
|
)
|
|||
Share repurchases
|
(379,901
|
)
|
|
(351,495
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(167,375
|
)
|
|
(161,316
|
)
|
|
(119,607
|
)
|
|||
Payments to amend and refinance credit facilities
|
(80,069
|
)
|
|
(12,793
|
)
|
|
(6,011
|
)
|
|||
Taxes paid related to net shares settlement of equity awards
|
(17,414
|
)
|
|
(76,569
|
)
|
|
(54,593
|
)
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
45,286
|
|
|
39,568
|
|
|||
Other
|
2,531
|
|
|
2,696
|
|
|
1,273
|
|
|||
Net cash from financing activities
|
511,054
|
|
|
132,982
|
|
|
(23,765
|
)
|
|||
Effect of changes in foreign exchange rates on cash
|
(8,944
|
)
|
|
(3,875
|
)
|
|
(2,018
|
)
|
|||
Change in cash and cash equivalents
|
141,076
|
|
|
79,314
|
|
|
123,992
|
|
|||
Cash and cash equivalents at beginning of year
|
319,169
|
|
|
239,855
|
|
|
115,863
|
|
|||
Cash and cash equivalents at end of year
|
$
|
460,245
|
|
|
$
|
319,169
|
|
|
$
|
239,855
|
|
(1)
|
Basis of Presentation
|
(2)
|
Summary of Significant Accounting Policies
|
(3)
|
Acquisitions
|
Cash and cash equivalents
|
$
|
54,294
|
|
Accounts receivable, net
|
36,019
|
|
|
Inventories
|
104,806
|
|
|
Other current assets
|
16,588
|
|
|
Current assets of discontinued operations
|
50,839
|
|
|
Property, net
|
34,835
|
|
|
Trademarks and other identifiable intangibles
|
506,170
|
|
|
Deferred tax assets and other noncurrent assets
|
18,320
|
|
|
Total assets acquired
|
821,871
|
|
|
Accounts payable
|
89,309
|
|
|
Accrued liabilities and other
|
22,838
|
|
|
Current liabilities of discontinued operations
|
14,564
|
|
|
Long-term debt
|
41,976
|
|
|
Deferred tax liabilities and other noncurrent liabilities
|
15,817
|
|
|
Total liabilities assumed
|
184,504
|
|
|
Net assets acquired
|
637,367
|
|
|
Goodwill
|
163,504
|
|
|
Purchase price
|
$
|
800,871
|
|
Cash and cash equivalents
|
$
|
14,581
|
|
Trade accounts receivable, net
|
27,926
|
|
|
Inventories
|
53,816
|
|
|
Other current assets
|
5,976
|
|
|
Property, net
|
24,605
|
|
|
Trademarks and other identifiable intangibles
|
135,277
|
|
|
Deferred tax assets and other noncurrent assets
|
3,777
|
|
|
Total assets acquired
|
265,958
|
|
|
Accounts payable
|
66,594
|
|
|
Accrued liabilities and other (including contingent consideration)
|
60,887
|
|
|
Notes payable
|
27,748
|
|
|
Deferred tax liabilities and other noncurrent liabilities
|
20,282
|
|
|
Total liabilities assumed and contingent consideration
|
175,511
|
|
|
Net assets acquired
|
90,447
|
|
|
Goodwill
|
109,830
|
|
|
Initial consideration paid
|
200,277
|
|
|
Estimated contingent consideration
|
45,277
|
|
|
Total purchase price
|
$
|
245,554
|
|
|
Years Ended
|
||||||
|
December 31,
2016 |
|
January 2,
2016 |
||||
Net sales
|
$
|
6,434,928
|
|
|
$
|
6,480,153
|
|
Net income from continuing operations
|
617,261
|
|
|
437,849
|
|
||
Earnings per share from continuing operations:
|
|
|
|
||||
Basic
|
$
|
1.62
|
|
|
$
|
1.09
|
|
Diluted
|
1.61
|
|
|
1.08
|
|
|
Years Ended
|
||||||
|
January 2,
2016 |
|
January 3,
2015 |
||||
Net sales
|
$
|
5,753,706
|
|
|
$
|
5,490,862
|
|
Net income from continuing operations
|
433,636
|
|
|
404,973
|
|
||
Earnings per share from continuing operations:
|
|
|
|
||||
Basic
|
$
|
1.08
|
|
|
$
|
1.01
|
|
Diluted
|
1.07
|
|
|
0.99
|
|
|
Year Ended
|
||
|
January 3,
2015 |
||
Net sales
|
$
|
5,872,848
|
|
Net income from continuing operations
|
427,296
|
|
|
Earnings per share from continuing operations:
|
|
||
Basic
|
$
|
1.06
|
|
Diluted
|
1.05
|
|
(4)
|
Discontinued Operations
|
|
Year Ended
|
||
|
December 31,
2016 |
||
Net sales
|
$
|
34,698
|
|
Cost of sales
|
22,554
|
|
|
Gross profit
|
12,144
|
|
|
Selling, general and administrative expenses
|
8,632
|
|
|
Operating profit
|
3,512
|
|
|
Other expenses
|
1,106
|
|
|
Income from discontinued operations before income tax expense
|
2,406
|
|
|
Income tax expense
|
(49
|
)
|
|
Net income from discontinued operations, net of tax
|
$
|
2,455
|
|
Trade accounts receivable, net
|
$
|
10,139
|
|
Inventories
|
10,691
|
|
|
Property, net
|
3,630
|
|
|
Trademarks and other identifiable intangibles, net
|
14,929
|
|
|
Goodwill
|
10,479
|
|
|
Accounts payable and accrued liabilities
|
(8,257
|
)
|
|
Net other assets and liabilities
|
(5,180
|
)
|
|
Net assets of discontinued operations
|
$
|
36,431
|
|
(5)
|
Earnings Per Share
|
|
Years Ended
|
|||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|||
Basic weighted average shares outstanding
|
381,782
|
|
|
399,891
|
|
|
402,300
|
|
Effect of potentially dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
1,983
|
|
|
2,719
|
|
|
4,452
|
|
Restricted stock units
|
756
|
|
|
1,009
|
|
|
1,292
|
|
Employee stock purchase plan and other
|
45
|
|
|
40
|
|
|
—
|
|
Diluted weighted average shares outstanding
|
384,566
|
|
|
403,659
|
|
|
408,044
|
|
(6)
|
Stock-Based Compensation
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
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 at January 2, 2016
|
2,752
|
|
|
$
|
5.62
|
|
|
$
|
65,531
|
|
|
2.88
|
Exercised
|
(477
|
)
|
|
5.90
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding and exercisable at December 31, 2016
|
2,275
|
|
|
$
|
5.56
|
|
|
$
|
36,438
|
|
|
2.20
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
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
|
Granted — non-performanced based
|
748
|
|
|
23.44
|
|
|
|
|
|
|||
Granted — performanced based
|
511
|
|
|
23.64
|
|
|
|
|
|
|||
Vested
|
(1,525
|
)
|
|
19.47
|
|
|
|
|
|
|||
Forfeited
|
(47
|
)
|
|
23.38
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at December 31, 2016
|
2,520
|
|
|
$
|
26.46
|
|
|
$
|
54,356
|
|
|
2.11
|
(7)
|
Trade Accounts Receivable
|
|
Allowance
for Doubtful Accounts |
|
Allowance
for Chargebacks and Other Deductions |
|
Total
|
||||||
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
|
|
Charged to expenses
|
3,650
|
|
|
42,566
|
|
|
46,216
|
|
|||
Deductions and write-offs
|
(741
|
)
|
|
(17,103
|
)
|
|
(17,844
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at December 31, 2016
|
$
|
6,658
|
|
|
$
|
34,814
|
|
|
$
|
41,472
|
|
(8)
|
Inventories
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Raw materials
|
$
|
131,228
|
|
|
$
|
173,336
|
|
Work in process
|
185,066
|
|
|
200,836
|
|
||
Finished goods
|
1,524,271
|
|
|
1,440,430
|
|
||
|
$
|
1,840,565
|
|
|
$
|
1,814,602
|
|
(9)
|
Property, Net
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Land
|
$
|
43,731
|
|
|
$
|
43,892
|
|
Buildings and improvements
|
566,819
|
|
|
535,898
|
|
||
Machinery and equipment
|
977,312
|
|
|
927,999
|
|
||
Construction in progress
|
49,887
|
|
|
42,127
|
|
||
Capital leases
|
4,761
|
|
|
3,205
|
|
||
|
1,642,510
|
|
|
1,553,121
|
|
||
Less accumulated depreciation
|
950,046
|
|
|
902,659
|
|
||
Property, net
|
$
|
692,464
|
|
|
$
|
650,462
|
|
(10)
|
Notes Payable
|
|
Interest
Rate as of December 31, 2016 |
|
Principal Amount
|
||||||
December 31,
2016 |
|
January 2,
2016 |
|||||||
Europe
|
Various
|
|
$
|
54,772
|
|
|
$
|
86,080
|
|
El Salvador
|
—%
|
|
—
|
|
|
30,000
|
|
||
Philippines
|
5.81%
|
|
1,265
|
|
|
1,341
|
|
||
Australia
|
4.50%
|
|
359
|
|
|
364
|
|
||
|
|
|
$
|
56,396
|
|
|
$
|
117,785
|
|
(11)
|
Debt
|
|
Interest
Rate as of December 31, 2016 |
|
Principal Amount
|
|
|
||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
Maturity Date
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||
Revolving Loan Facility
|
—%
|
|
$
|
—
|
|
|
$
|
63,500
|
|
|
April 2020
|
Euro Term Loan
|
—%
|
|
—
|
|
|
113,098
|
|
|
August 2021
|
||
Term Loan A
|
2.47%
|
|
655,469
|
|
|
705,313
|
|
|
April 2020
|
||
Term Loan B
|
3.27%
|
|
318,625
|
|
|
421,813
|
|
|
April 2022
|
||
Australian Term A-1
|
3.28%
|
|
143,544
|
|
|
—
|
|
|
July 2019
|
||
Australian Term A-2
|
3.58%
|
|
143,544
|
|
|
—
|
|
|
July 2021
|
||
4.875% Senior Notes
|
4.88%
|
|
900,000
|
|
|
—
|
|
|
May 2026
|
||
4.625% Senior Notes
|
4.63%
|
|
900,000
|
|
|
—
|
|
|
May 2024
|
||
3.5% Senior Notes
|
3.50%
|
|
520,617
|
|
|
—
|
|
|
June 2024
|
||
6.375% Senior Notes
|
—%
|
|
—
|
|
|
1,000,000
|
|
|
December 2020
|
||
European Revolving Loan Facility
|
1.50%
|
|
62,474
|
|
|
—
|
|
|
September 2017
|
||
Accounts Receivable Securitization Facility
|
1.54%
|
|
44,521
|
|
|
195,163
|
|
|
March 2017
|
||
Other International Debt
|
Various
|
|
43,789
|
|
|
8,094
|
|
|
Various
|
||
|
|
|
3,732,583
|
|
|
2,506,981
|
|
|
|
||
Less long-term debt issuance cost
|
|
|
46,534
|
|
|
21,450
|
|
|
|
||
Less current maturities
|
|
|
178,364
|
|
|
252,819
|
|
|
|
||
|
|
|
$
|
3,507,685
|
|
|
$
|
2,232,712
|
|
|
|
•
|
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.
|
(12)
|
Commitments and Contingencies
|
(13)
|
Intangible Assets and Goodwill
|
|
Gross
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
Year ended December 31, 2016:
|
|
|
|
|
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks and brand names
|
$
|
28,617
|
|
|
$
|
28,607
|
|
|
$
|
10
|
|
Licensing agreements
|
102,069
|
|
|
33,397
|
|
|
68,672
|
|
|||
Customer and distributor relationships
|
156,340
|
|
|
26,153
|
|
|
130,187
|
|
|||
Computer software
|
88,213
|
|
|
68,318
|
|
|
19,895
|
|
|||
Other intangibles
|
(1,498
|
)
|
|
(994
|
)
|
|
(504
|
)
|
|||
|
$
|
373,741
|
|
|
$
|
155,481
|
|
|
218,260
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
|
|
999,170
|
|
|||||
Perpetual licensing agreements and other
|
|
|
|
|
68,028
|
|
|||||
Net book value of intangible assets
|
|
|
|
|
$
|
1,285,458
|
|
|
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
|
|
|
Innerwear
|
|
Activewear
|
|
Direct to
Consumer |
|
International
|
|
Total
|
||||||||||
Net book value at January 3, 2015
|
$
|
431,561
|
|
|
$
|
171,214
|
|
|
$
|
3,224
|
|
|
$
|
117,121
|
|
|
$
|
723,120
|
|
Acquisition of businesses
|
—
|
|
|
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
|
|
Acquisition of businesses
|
—
|
|
|
2,290
|
|
|
—
|
|
|
285,236
|
|
|
287,526
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,301
|
)
|
|
(23,301
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net book value at December 31, 2016
|
$
|
431,561
|
|
|
$
|
291,443
|
|
|
$
|
3,224
|
|
|
$
|
372,312
|
|
|
$
|
1,098,540
|
|
(14)
|
Accumulated Other Comprehensive Loss
|
|
Cumulative Translation Adjustment
|
|
Hedges
|
|
Defined Benefit Plans
|
|
Income Taxes
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
|
|
|
|
|
|||||||||||||||
Balance at January 3, 2015
|
$
|
(34,099
|
)
|
|
$
|
4,834
|
|
|
$
|
(564,831
|
)
|
|
$
|
221,507
|
|
|
$
|
(372,589
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(11,968
|
)
|
|
14,573
|
|
|
(1,014
|
)
|
|
1,591
|
|
|||||
Current-period other comprehensive income (loss) activity
|
(23,576
|
)
|
|
13,877
|
|
|
(13,501
|
)
|
|
(735
|
)
|
|
(23,935
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 2, 2016
|
$
|
(57,675
|
)
|
|
$
|
6,743
|
|
|
$
|
(563,759
|
)
|
|
$
|
219,758
|
|
|
$
|
(394,933
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(3,966
|
)
|
|
17,116
|
|
|
(5,030
|
)
|
|
8,120
|
|
|||||
Current-period other comprehensive income (loss) activity
|
(20,384
|
)
|
|
10,995
|
|
|
(59,940
|
)
|
|
20,151
|
|
|
(49,178
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2016
|
$
|
(78,059
|
)
|
|
$
|
13,772
|
|
|
$
|
(606,583
|
)
|
|
$
|
234,879
|
|
|
$
|
(435,991
|
)
|
Component of AOCI
|
|
Location of Reclassification into Income
|
|
Amount of Reclassification from AOCI
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|||||||||
Loss on foreign exchange contracts
|
|
Cost of sales
|
|
$
|
(3,966
|
)
|
|
$
|
(11,968
|
)
|
|
$
|
(1,113
|
)
|
|
|
Income tax
|
|
1,543
|
|
|
4,655
|
|
|
444
|
|
|||
|
|
Net of tax
|
|
$
|
(2,423
|
)
|
|
$
|
(7,313
|
)
|
|
$
|
(669
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of deferred actuarial loss and prior service cost
|
|
Selling, general and administrative expenses
|
|
$
|
17,116
|
|
|
$
|
14,573
|
|
|
$
|
10,417
|
|
|
|
Income tax
|
|
(6,573
|
)
|
|
(5,669
|
)
|
|
(4,153
|
)
|
|||
|
|
Net of tax
|
|
$
|
10,543
|
|
|
$
|
8,904
|
|
|
$
|
6,264
|
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications
|
|
|
|
$
|
8,120
|
|
|
$
|
1,591
|
|
|
$
|
5,595
|
|
(15)
|
Financial Instruments and Risk Management
|
|
|
|
Fair Value
|
||||||
|
Balance Sheet Location
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Hedges
|
Other current assets
|
|
$
|
16,729
|
|
|
$
|
3,700
|
|
Non-hedges
|
Other current assets
|
|
4,363
|
|
|
1,514
|
|
||
Total derivative assets
|
|
|
$
|
21,092
|
|
|
$
|
5,214
|
|
|
|
|
|
|
|
||||
Hedges
|
Accrued liabilities
|
|
$
|
(207
|
)
|
|
$
|
(330
|
)
|
Non-hedges
|
Accrued liabilities
|
|
(172
|
)
|
|
(775
|
)
|
||
Total derivative liabilities
|
|
|
$
|
(379
|
)
|
|
$
|
(1,105
|
)
|
|
|
|
|
|
|
||||
Net derivative asset
|
|
|
$
|
20,713
|
|
|
$
|
4,109
|
|
|
Amount of Gain Recognized in
Accumulated Other Comprehensive Loss (Effective Portion) Year Ended |
|||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|||
Foreign exchange contracts
|
10,995
|
|
|
13,423
|
|
|
3,905
|
|
|
Location of Gain Reclassified from
Accumulated Other Comprehensive Income (Loss) into Income (Effective Portion) |
|
Amount of Gain Reclassified from
Accumulated Other Comprehensive Loss into Income (Effective Portion) Year Ended |
|||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|||||
Foreign exchange contracts
|
Cost of sales
|
|
3,966
|
|
|
11,968
|
|
|
1,113
|
|
|
Location of Gain (Loss)
Recognized in Income on Derivatives |
|
Amount of Gain (Loss) Recognized in
Income Year Ended |
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3, 2015
|
||||||||
Foreign exchange contracts
|
Selling, general and
administrative expenses |
|
$
|
12,222
|
|
|
$
|
(9,271
|
)
|
|
$
|
(1,188
|
)
|
(16)
|
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
December 31, 2016 |
||||||||||||
|
Total
|
|
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
||||||||
Defined benefit pension plan investment assets:
|
|
|
|
|
|
|
|
||||||||
Hedge fund of funds (1)
|
$
|
326,298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. equity securities
|
167,550
|
|
|
147,702
|
|
|
19,848
|
|
|
—
|
|
||||
Foreign equity securities
|
122,444
|
|
|
33,511
|
|
|
88,933
|
|
|
—
|
|
||||
Debt securities
|
144,762
|
|
|
49,128
|
|
|
95,634
|
|
|
—
|
|
||||
Real estate (1)
|
42,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commodities
|
17,678
|
|
|
—
|
|
|
17,678
|
|
|
—
|
|
||||
Insurance contracts
|
3,334
|
|
|
—
|
|
|
3,334
|
|
|
—
|
|
||||
Cash and other
|
2,234
|
|
|
2,234
|
|
|
—
|
|
|
—
|
|
||||
|
827,169
|
|
|
232,575
|
|
|
225,427
|
|
|
—
|
|
||||
Derivative contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative contracts
|
21,092
|
|
|
—
|
|
|
21,092
|
|
|
—
|
|
||||
Foreign exchange derivative contracts
|
(379
|
)
|
|
—
|
|
|
(379
|
)
|
|
—
|
|
||||
|
20,713
|
|
|
—
|
|
|
20,713
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Champion Europe contingent consideration (2)
|
(42,378
|
)
|
|
—
|
|
|
—
|
|
|
(42,378
|
)
|
||||
Deferred compensation plan liability
|
(51,868
|
)
|
|
—
|
|
|
(51,868
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
753,636
|
|
|
$
|
232,575
|
|
|
$
|
194,272
|
|
|
$
|
(42,378
|
)
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the tables above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
|
|
|
|
Assets (Liabilities) at Fair Value as of
January 2, 2016 |
||||||||||||
|
Total
|
|
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
||||||||
Defined benefit pension plan investment assets:
|
|
|
|
|
|
|
|
||||||||
Hedge fund of funds (1)
|
$
|
338,169
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. equity securities
|
136,153
|
|
|
113,410
|
|
|
22,743
|
|
|
—
|
|
||||
Foreign equity securities
|
126,004
|
|
|
35,398
|
|
|
90,606
|
|
|
—
|
|
||||
Debt securities
|
143,503
|
|
|
17,176
|
|
|
126,327
|
|
|
—
|
|
||||
Real estate (1)
|
43,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commodities
|
15,519
|
|
|
—
|
|
|
15,519
|
|
|
—
|
|
||||
Insurance Contracts
|
5,128
|
|
|
—
|
|
|
5,128
|
|
|
—
|
|
||||
Cash and other
|
1,085
|
|
|
1,085
|
|
|
—
|
|
|
—
|
|
||||
|
809,217
|
|
|
167,069
|
|
|
260,323
|
|
|
—
|
|
||||
Derivative contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative contracts
|
5,214
|
|
|
—
|
|
|
5,214
|
|
|
—
|
|
||||
Foreign exchange derivative contracts
|
(1,105
|
)
|
|
—
|
|
|
(1,105
|
)
|
|
—
|
|
||||
|
4,109
|
|
|
—
|
|
|
4,109
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan liability
|
(36,257
|
)
|
|
—
|
|
|
(36,257
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
777,069
|
|
|
$
|
167,069
|
|
|
$
|
228,175
|
|
|
$
|
—
|
|
|
|
(1)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the tables above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
|
(17)
|
Defined Benefit Pension Plans
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Service cost
|
$
|
1,856
|
|
|
$
|
2,478
|
|
|
$
|
1,903
|
|
Interest cost
|
42,061
|
|
|
49,202
|
|
|
48,768
|
|
|||
Expected return on assets
|
(47,621
|
)
|
|
(55,127
|
)
|
|
(52,515
|
)
|
|||
Curtailments
|
(489
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement cost
|
115
|
|
|
25
|
|
|
130
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service cost
|
9
|
|
|
22
|
|
|
40
|
|
|||
Net actuarial loss
|
17,052
|
|
|
14,551
|
|
|
10,377
|
|
|||
Net periodic benefit cost
|
$
|
12,983
|
|
|
$
|
11,151
|
|
|
$
|
8,703
|
|
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
|
|
|
|
|
|
||||||
Net loss
|
$
|
41,921
|
|
|
$
|
3,813
|
|
|
$
|
206,756
|
|
Prior service credit (cost)
|
(9
|
)
|
|
22
|
|
|
(40
|
)
|
|||
Total loss recognized in other comprehensive income
|
41,912
|
|
|
3,835
|
|
|
206,716
|
|
|||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
54,895
|
|
|
$
|
14,986
|
|
|
$
|
215,419
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Benefit obligation:
|
|
|
|
||||
Beginning of year
|
$
|
1,172,267
|
|
|
$
|
1,255,216
|
|
Service cost
|
1,856
|
|
|
2,478
|
|
||
Interest cost
|
42,061
|
|
|
49,202
|
|
||
Benefits paid
|
(56,576
|
)
|
|
(55,019
|
)
|
||
Curtailments
|
(1,053
|
)
|
|
—
|
|
||
Settlements
|
(2,360
|
)
|
|
(1,147
|
)
|
||
Impact of exchange rate change
|
(1,976
|
)
|
|
(11,468
|
)
|
||
Business combination
|
4,547
|
|
|
—
|
|
||
Actuarial loss (gain)
|
36,671
|
|
|
(66,995
|
)
|
||
Other
|
1,752
|
|
|
—
|
|
||
End of year
|
1,197,189
|
|
|
1,172,267
|
|
||
|
|
|
|
||||
Fair value of plan assets:
|
|
|
|
||||
Beginning of year
|
809,217
|
|
|
787,998
|
|
||
Actual return on plan assets
|
24,758
|
|
|
(24,496
|
)
|
||
Employer contributions
|
47,203
|
|
|
106,693
|
|
||
Benefits paid
|
(56,576
|
)
|
|
(55,019
|
)
|
||
Settlements
|
(2,360
|
)
|
|
(1,147
|
)
|
||
Business combination
|
4,776
|
|
|
—
|
|
||
Impact of exchange rate change
|
178
|
|
|
(4,812
|
)
|
||
Other
|
(27
|
)
|
|
—
|
|
||
End of year
|
827,169
|
|
|
809,217
|
|
||
Funded status
|
$
|
(370,020
|
)
|
|
$
|
(363,050
|
)
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Benefit obligation
|
$
|
1,197,189
|
|
|
$
|
1,172,267
|
|
Plans with benefit obligation in excess of plan assets:
|
|
|
|
||||
Benefit obligation
|
1,167,871
|
|
|
1,147,028
|
|
||
Fair value of plan assets
|
799,191
|
|
|
784,681
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Current liabilities
|
$
|
(3,605
|
)
|
|
$
|
(6,262
|
)
|
Noncurrent liabilities
|
(366,822
|
)
|
|
(356,788
|
)
|
||
Accumulated other comprehensive loss
|
(603,610
|
)
|
|
(561,699
|
)
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Prior service cost
|
$
|
216
|
|
|
$
|
226
|
|
Actuarial loss
|
603,394
|
|
|
561,473
|
|
||
|
$
|
603,610
|
|
|
$
|
561,699
|
|
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|||
Net periodic benefit cost:
|
|
|
|
|
|
|||
Discount rate
|
4.43
|
%
|
|
4.43
|
%
|
|
4.96
|
%
|
Long-term rate of return on plan assets
|
5.80
|
|
|
5.61
|
|
|
6.90
|
|
Rate of compensation increase (1)
|
3.51
|
|
|
3.51
|
|
|
3.74
|
|
|
|
|
|
|
|
|||
Plan obligations:
|
|
|
|
|
|
|||
Discount rate
|
4.15
|
%
|
|
4.04
|
%
|
|
4.04
|
%
|
Rate of compensation increase (1)
|
3.84
|
|
|
3.51
|
|
|
3.50
|
|
|
|
(1)
|
The compensation increase assumption applies to the international plans and portions of the nonqualified retirement plans, as benefits under these plans were not frozen at
December 31, 2016
,
January 2, 2016
and
January 3, 2015
.
|
|
December 31,
2016 |
|
January 2,
2016 |
||
Asset category:
|
|
|
|
||
Hedge fund of funds
|
39
|
%
|
|
41
|
%
|
U.S. equity securities
|
20
|
|
|
17
|
|
Foreign equity securities
|
15
|
|
|
15
|
|
Debt securities
|
17
|
|
|
18
|
|
Real estate
|
5
|
|
|
5
|
|
Commodities
|
2
|
|
|
2
|
|
Insurance contracts
|
1
|
|
|
1
|
|
Cash and other
|
1
|
|
|
1
|
|
(18)
|
Income Taxes
|
|
Years Ended
|
|||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|||
Income before income tax expense:
|
|
|
|
|
|
|||
Domestic
|
(10.2
|
)%
|
|
5.6
|
%
|
|
13.6
|
%
|
Foreign
|
110.2
|
|
|
94.4
|
|
|
86.4
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|||
Tax expense at U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax
|
(0.7
|
)
|
|
1.1
|
|
|
0.6
|
|
Tax on remittance of foreign earnings
|
9.9
|
|
|
9.1
|
|
|
0.8
|
|
Foreign taxes less than U.S. statutory rate
|
(38.5
|
)
|
|
(30.8
|
)
|
|
(24.0
|
)
|
Employee benefits
|
(0.7
|
)
|
|
0.4
|
|
|
0.5
|
|
Change in valuation allowance
|
1.2
|
|
|
2.6
|
|
|
2.1
|
|
Release of unrecognized tax benefit reserves
|
(0.4
|
)
|
|
(9.8
|
)
|
|
(1.7
|
)
|
State tax rate change
|
0.6
|
|
|
2.3
|
|
|
—
|
|
Other, net
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
Taxes at effective worldwide tax rates
|
6.0
|
%
|
|
9.5
|
%
|
|
13.0
|
%
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year ended December 31, 2016
|
|
|
|
|
|
||||||
Domestic
|
$
|
2,768
|
|
|
$
|
34,590
|
|
|
$
|
37,358
|
|
Foreign
|
38,257
|
|
|
(34,232
|
)
|
|
4,025
|
|
|||
State
|
2,083
|
|
|
(9,194
|
)
|
|
(7,111
|
)
|
|||
|
$
|
43,108
|
|
|
$
|
(8,836
|
)
|
|
$
|
34,272
|
|
|
|
|
|
|
|
||||||
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
|
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Cash payments for income taxes
|
$
|
39,655
|
|
|
$
|
23,045
|
|
|
$
|
19,126
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Deferred tax assets:
|
|
|
|
||||
Nondeductible reserves
|
$
|
1,962
|
|
|
$
|
7,267
|
|
Inventories
|
123,507
|
|
|
112,286
|
|
||
Property and equipment
|
3,322
|
|
|
—
|
|
||
Bad debt allowance
|
6,965
|
|
|
7,600
|
|
||
Accrued expenses
|
20,351
|
|
|
17,068
|
|
||
Employee benefits
|
181,148
|
|
|
176,307
|
|
||
Tax credits
|
22,567
|
|
|
34,051
|
|
||
Net operating loss and other tax carryforwards
|
124,052
|
|
|
94,975
|
|
||
Other
|
20,355
|
|
|
13,372
|
|
||
Gross deferred tax assets
|
504,229
|
|
|
462,926
|
|
||
Less valuation allowances
|
(67,451
|
)
|
|
(61,358
|
)
|
||
Deferred tax assets
|
436,778
|
|
|
401,568
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
—
|
|
|
439
|
|
||
Derivatives
|
5,103
|
|
|
3,612
|
|
||
Intangibles
|
12,226
|
|
|
17,751
|
|
||
Prepaids
|
5,728
|
|
|
5,316
|
|
||
Deferred tax liabilities
|
23,057
|
|
|
27,118
|
|
||
Net deferred tax assets
|
$
|
413,721
|
|
|
$
|
374,450
|
|
Balance at December 28, 2013
|
$
|
32,131
|
|
Charge to expenses
|
9,741
|
|
|
Charged to other accounts (1)
|
1,885
|
|
|
Balance at January 3, 2015
|
$
|
43,757
|
|
Charge to expenses
|
12,224
|
|
|
Charged to other accounts
(1)
|
5,377
|
|
|
Balance at January 2, 2016
|
$
|
61,358
|
|
Charge to expenses
|
6,859
|
|
|
Charged to other accounts
(1)
|
(766
|
)
|
|
Balance at December 31, 2016
|
$
|
67,451
|
|
|
|
||
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
|
|
Additions based on tax positions related to the current year
|
4,648
|
|
|
Additions for tax positions of prior years
|
106
|
|
|
Reductions for tax positions of prior years
|
(4,838
|
)
|
|
|
|
||
Balance at December 31, 2016 (gross balance of $20,688)
|
$
|
19,696
|
|
(19)
|
Stockholders’ Equity
|
(20)
|
Business Segment Information
|
•
|
Innerwear sells basic branded products that are replenishment in nature under the product categories of men’s underwear, women’s panties, children’s underwear, socks, hosiery and intimate apparel, which includes bras and shapewear.
|
•
|
Activewear sells basic branded products that are primarily seasonal in nature under the product categories of branded printwear and retail activewear, as well as licensed logo apparel in collegiate bookstores, mass retail and other channels.
|
•
|
Direct to Consumer includes the Company’s value-based (“outlet”) stores and retail Internet operations that sell products from the Company’s portfolio of leading brands directly to consumers.
|
•
|
International primarily relates to the Europe, Australia, Asia, Latin America and Canada geographic locations that sell products that primarily span across the Innerwear and Activewear reportable segments.
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Net sales:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
2,609,754
|
|
|
$
|
2,680,981
|
|
|
$
|
2,735,268
|
|
Activewear
|
1,570,972
|
|
|
1,576,724
|
|
|
1,423,068
|
|
|||
Direct to Consumer
|
315,560
|
|
|
341,207
|
|
|
368,202
|
|
|||
International
|
1,531,913
|
|
|
1,132,637
|
|
|
798,208
|
|
|||
Total net sales
|
$
|
6,028,199
|
|
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
588,265
|
|
|
$
|
623,412
|
|
|
$
|
579,882
|
|
Activewear
|
227,535
|
|
|
246,508
|
|
|
197,218
|
|
|||
Direct to Consumer
|
5,564
|
|
|
15,859
|
|
|
28,468
|
|
|||
International
|
179,917
|
|
|
105,515
|
|
|
92,496
|
|
|||
Total segment operating profit
|
1,001,281
|
|
|
991,294
|
|
|
898,064
|
|
|||
Items not included in segment operating profit:
|
|
|
|
|
|
||||||
General corporate expenses
|
(64,995
|
)
|
|
(106,379
|
)
|
|
(112,952
|
)
|
|||
Acquisition, integration and other action related charges
|
(138,519
|
)
|
|
(266,060
|
)
|
|
(198,933
|
)
|
|||
Amortization of intangibles
|
(22,118
|
)
|
|
(23,737
|
)
|
|
(22,225
|
)
|
|||
Total operating profit
|
775,649
|
|
|
595,118
|
|
|
563,954
|
|
|||
Other expenses
|
(51,758
|
)
|
|
(3,210
|
)
|
|
(2,599
|
)
|
|||
Interest expense, net
|
(152,692
|
)
|
|
(118,035
|
)
|
|
(96,387
|
)
|
|||
Income from continuing operations before income tax expense
|
$
|
571,199
|
|
|
$
|
473,873
|
|
|
$
|
464,968
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
Assets:
|
|
|
|
||||
Innerwear
|
$
|
1,670,676
|
|
|
$
|
1,838,452
|
|
Activewear
|
874,006
|
|
|
803,434
|
|
||
Direct to Consumer
|
93,887
|
|
|
105,053
|
|
||
International
|
1,091,226
|
|
|
716,934
|
|
||
|
3,729,795
|
|
|
3,463,873
|
|
||
Current Assets of Discontinued Operations
|
45,897
|
|
|
—
|
|
||
Corporate (1)
|
3,132,042
|
|
|
2,133,717
|
|
||
Total assets
|
$
|
6,907,734
|
|
|
$
|
5,597,590
|
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
37,802
|
|
|
$
|
39,235
|
|
|
$
|
40,688
|
|
Activewear
|
19,196
|
|
|
21,626
|
|
|
21,314
|
|
|||
Direct to Consumer
|
5,365
|
|
|
6,104
|
|
|
6,931
|
|
|||
International
|
18,694
|
|
|
13,201
|
|
|
7,044
|
|
|||
|
81,057
|
|
|
80,166
|
|
|
75,977
|
|
|||
Corporate
|
22,118
|
|
|
23,737
|
|
|
22,225
|
|
|||
Total depreciation and amortization expense
|
$
|
103,175
|
|
|
$
|
103,903
|
|
|
$
|
98,202
|
|
|
Years Ended
|
||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||
Additions to property, plant and equipment:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
29,119
|
|
|
$
|
44,183
|
|
|
$
|
37,641
|
|
Activewear
|
11,518
|
|
|
22,331
|
|
|
13,378
|
|
|||
Direct to Consumer
|
3,312
|
|
|
8,802
|
|
|
7,641
|
|
|||
International
|
23,520
|
|
|
18,022
|
|
|
4,737
|
|
|||
|
67,469
|
|
|
93,338
|
|
|
63,397
|
|
|||
Corporate
|
15,930
|
|
|
6,037
|
|
|
914
|
|
|||
Total additions to long-lived assets
|
$
|
83,399
|
|
|
$
|
99,375
|
|
|
$
|
64,311
|
|
|
|
(1)
|
Principally cash and equivalents, certain fixed assets, net deferred tax assets, goodwill, trademarks and other identifiable intangibles, and certain other noncurrent assets. Prior year corporate assets have been recast to reflect the adoption of ASU 2015-03 and the applicable reclassification of debt issuance costs.
|
(21)
|
Geographic Area Information
|
|
Years Ended or at
|
||||||||||||||||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
January 3, 2015
|
||||||||||||||||||
|
Sales
|
|
Property, Net
|
|
Sales
|
|
Property, Net
|
|
Sales
|
|
Property, Net
|
||||||||||||
United States
|
$
|
4,489,593
|
|
|
$
|
131,081
|
|
|
$
|
4,594,665
|
|
|
$
|
130,235
|
|
|
$
|
4,525,160
|
|
|
$
|
126,234
|
|
France
|
290,698
|
|
|
18,776
|
|
|
301,010
|
|
|
20,777
|
|
|
127,786
|
|
|
23,935
|
|
||||||
Australia
|
278,298
|
|
|
320
|
|
|
23,073
|
|
|
579
|
|
|
29,727
|
|
|
862
|
|
||||||
Japan
|
182,307
|
|
|
942
|
|
|
119,693
|
|
|
867
|
|
|
107,820
|
|
|
524
|
|
||||||
Italy
|
174,095
|
|
|
15,405
|
|
|
93,667
|
|
|
16,785
|
|
|
36,643
|
|
|
19,874
|
|
||||||
Germany
|
110,748
|
|
|
13,649
|
|
|
104,311
|
|
|
15,573
|
|
|
43,655
|
|
|
10,694
|
|
||||||
Europe (Other)
|
96,381
|
|
|
38,825
|
|
|
103,911
|
|
|
17,242
|
|
|
53,949
|
|
|
24,124
|
|
||||||
Canada
|
90,585
|
|
|
1,093
|
|
|
105,869
|
|
|
1,196
|
|
|
140,132
|
|
|
1,316
|
|
||||||
Spain
|
65,207
|
|
|
6,818
|
|
|
58,824
|
|
|
7,464
|
|
|
28,152
|
|
|
11,749
|
|
||||||
Mexico
|
60,362
|
|
|
1,453
|
|
|
66,197
|
|
|
1,809
|
|
|
74,698
|
|
|
1,889
|
|
||||||
United Kingdom
|
32,409
|
|
|
825
|
|
|
29,484
|
|
|
942
|
|
|
15,178
|
|
|
1,208
|
|
||||||
Brazil
|
28,829
|
|
|
5,051
|
|
|
31,934
|
|
|
4,322
|
|
|
48,633
|
|
|
2,643
|
|
||||||
China
|
5,338
|
|
|
97,194
|
|
|
5,016
|
|
|
106,575
|
|
|
9,152
|
|
|
116,535
|
|
||||||
Central America and the Caribbean Basin
|
2,846
|
|
|
269,996
|
|
|
4,180
|
|
|
276,402
|
|
|
2,651
|
|
|
278,679
|
|
||||||
Other
|
120,503
|
|
|
91,036
|
|
|
89,715
|
|
|
49,694
|
|
|
81,410
|
|
|
54,113
|
|
||||||
|
$
|
6,028,199
|
|
|
$
|
692,464
|
|
|
$
|
5,731,549
|
|
|
$
|
650,462
|
|
|
$
|
5,324,746
|
|
|
$
|
674,379
|
|
(22)
|
Quarterly Financial Data (Unaudited)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,219,140
|
|
|
$
|
1,472,731
|
|
|
$
|
1,761,019
|
|
|
$
|
1,575,309
|
|
|
$
|
6,028,199
|
|
Gross profit
|
457,256
|
|
|
557,291
|
|
|
649,366
|
|
|
612,135
|
|
|
2,276,048
|
|
|||||
Income from continuing operations
|
80,269
|
|
|
128,143
|
|
|
172,790
|
|
|
155,725
|
|
|
536,927
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1,068
|
|
|
1,387
|
|
|
2,455
|
|
|||||
Net income
|
80,269
|
|
|
128,143
|
|
|
173,858
|
|
|
157,112
|
|
|
539,382
|
|
|||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.21
|
|
|
0.34
|
|
|
0.46
|
|
|
0.41
|
|
|
1.41
|
|
|||||
Discontinuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.21
|
|
|
0.34
|
|
|
0.45
|
|
|
0.41
|
|
|
1.40
|
|
|||||
Discontinuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
SIGNED
by
JOHN GROVER
as attorney for
PACIFIC BRANDS LIMITED
under power of attorney dated
5 OCTOBER 2016
in the presence of:
/s/ Amelia Hooper
Signature of witness
AMELIA HOOPER
Name of witness (block letters)
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ John Grover
By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney
|
SIGNED
by
JOHN GROVER
as attorney for
PACIFIC BRANDS (AUSTRALIA) PTY LTD
under power of attorney dated
5 OCTOBER 2016
in the presence of:
/s/ Amelia Hooper
Signature of witness
AMELIA HOOPER
Name of witness (block letters)
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ John Grover
By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney
|
SIGNED
by
JOHN GROVER
as attorney for
PACIFIC BRANDS HOLDINGS PTY LTD
under power of attorney dated
5 OCTOBER 2016
in the presence of:
/s/ Amelia Hooper
Signature of witness
AMELIA HOOPER
Name of witness (block letters)
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ John Grover
By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney
|
SIGNED
by
JOHN GROVER
as attorney for
SHERIDAN AUSTRALIA PTY LTD
under power of attorney dated
5 OCTOBER 2016
in the presence of:
/s/ Amelia Hooper
Signature of witness
AMELIA HOOPER
Name of witness (block letters)
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ John Grover
By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney
|
SIGNED
by
JOHN GROVER
as attorney for
PACIFIC BRANDS SERVICES GROUP PTY LTD
under power of attorney dated 5 OCTOBER 2016
in the presence of:
/s/ Amelia Hooper
Signature of witness
AMELIA HOOPER
Name of witness (block letters)
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ John Grover
By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney
|
SIGNED
by
JOHN GROVER
as attorney for
PACIFIC BRANDS SPORT & LEISURE PTY LTD
under power of attorney dated
5 OCTOBER 2016
in the presence of:
/s/ Amelia Hooper
Signature of witness
AMELIA HOOPER
Name of witness (block letters)
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ John Grover
By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney
|
SIGNED
by
JOHN GROVER
as attorney for
PACIFIC BRANDS CLOTHING PTY LTD
under power of attorney dated
5 OCTOBER 2016
in the presence of:
/s/ Amelia Hooper
Signature of witness
AMELIA HOOPER
Name of witness (block letters)
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/ John Grover
By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney
|
|
Years Ended
|
||||||||||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||||||
Earnings, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income tax expense, noncontrolling interest and income/loss from equity investees
|
$
|
570,872
|
|
|
$
|
474,568
|
|
|
$
|
464,836
|
|
|
$
|
395,866
|
|
|
$
|
263,606
|
|
Fixed charges
|
201,973
|
|
|
156,303
|
|
|
129,034
|
|
|
129,034
|
|
|
163,475
|
|
|||||
Amortization of capitalized interest
|
2,430
|
|
|
2,758
|
|
|
2,719
|
|
|
2,754
|
|
|
2,842
|
|
|||||
Interest capitalized
|
(1,695
|
)
|
|
(2,566
|
)
|
|
(1,355
|
)
|
|
(930
|
)
|
|
(1,155
|
)
|
|||||
Noncontrolling interest in pre-tax income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings, as defined
|
$
|
773,580
|
|
|
$
|
631,063
|
|
|
$
|
595,234
|
|
|
$
|
526,724
|
|
|
$
|
428,768
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
148,791
|
|
|
$
|
114,686
|
|
|
$
|
93,080
|
|
|
$
|
97,054
|
|
|
$
|
130,094
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness
|
9,139
|
|
|
7,077
|
|
|
6,011
|
|
|
6,921
|
|
|
9,168
|
|
|||||
Interest factor in rental expenses
|
44,043
|
|
|
34,540
|
|
|
29,886
|
|
|
25,059
|
|
|
24,213
|
|
|||||
Total fixed charges, as defined
|
$
|
201,973
|
|
|
$
|
156,303
|
|
|
$
|
128,977
|
|
|
$
|
129,034
|
|
|
$
|
163,475
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
3.83
|
|
|
4.04
|
|
|
4.62
|
|
|
4.08
|
|
|
2.62
|
|
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.
|
UNITED STATES
Name of Subsidiary
|
Jurisdiction of Formation
|
BA International, L.L.C.
|
Delaware
|
BERLEI (US) LLC
|
Delaware
|
Caribesock, Inc.
|
Delaware
|
Caribetex, Inc.
|
Delaware
|
CASA International, LLC
|
Delaware
|
CC Products LLC
|
Delaware
|
Ceibena Del, Inc.
|
Delaware
|
Event 1 LLC
|
Kansas
|
GearCo LLC
|
Delaware
|
GFSI Holdings LLC
|
Delaware
|
GFSI LLC
|
Delaware
|
GTM Retail, Inc.
|
Kansas
|
Hanes El Pedregal Holdings LLC
|
Delaware
|
Hanes Jiboa Holdings LLC
|
Delaware
|
Hanes Menswear, LLC
|
Delaware
|
Hanes Minority Holdings 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
|
UNITED STATES
Name of Subsidiary
|
Jurisdiction of Formation
|
HBI Playtex Bath LLC
|
Delaware
|
HBI Receivables LLC
|
Delaware
|
HBI Sourcing, LLC
|
Delaware
|
Inner Self LLC
|
Delaware
|
It’s Greek To Me, Inc.
|
Kansas
|
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
|
Playtex Dorado, LLC
|
Delaware
|
Playtex Industries, Inc.
|
Delaware
|
Playtex Marketing Corporation (50%) owned)
|
Delaware
|
Seamless Textiles, LLC
|
Delaware
|
Shock Absorber U.S. Inc
|
Delaware
|
UPCR, Inc.
|
Delaware
|
UPEL, Inc.
|
Delaware
|
INTERNATIONAL
Name of Subsidiary
|
Jurisdiction of Formation
|
Bali Dominicana Textiles, S.A.
|
Panama/DR
|
Bali Dominicana, Inc.
|
Panama/DR
|
Berlei (Europe) Limited
|
United Kingdom
|
Berlei International Limited
|
Hong Kong
|
Berlei IP Limited
|
Hong Kong
|
Bonds Industries Pty Ltd
|
Australia
|
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
|
Champion Athletics SRB d.o.o.
|
Serbia
|
Champion Deutschland GmbH
|
Germany
|
Champion Europe S.p.A.
|
Italy
|
Champion Europe Services S.r.l.
|
Italy
|
CHAMPION INTERNATIONAL TRADEMARKS SARL
|
Switzerland
|
Champion Products Hellas S.A. (in liquidation)
|
Greece
|
Champion Product Srl
|
Romania
|
Champion Products Europe Limited
|
Ireland
|
Champion Turkey A.S.
|
Turkey
|
Choloma, Inc.
|
Cayman Islands
|
Confecciones Atlantida S. De R.L.
|
Honduras
|
Confecciones del Valle, S. De R.L.
|
Honduras
|
INTERNATIONAL
Name of Subsidiary
|
Jurisdiction of Formation
|
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
|
DBApparel UK Trading Ltd
|
United Kingdom
|
Dos Rios Enterprises, Inc.
|
Cayman Islands
|
Game 7 Athletics S.p.A.
|
Italy
|
GFSI Canada Company
|
Canada
|
GFSI Southwest, S. de R.L. de C.V.
|
Mexico
|
H.N. Fibers Ltd (49%)
|
Israel
|
Hanes Austria GmbH
|
Austria
|
Hanes Benelux BVBA/SPRL
|
Belgium
|
Hanes Bodywear Germany GmbH
|
Germany
|
Hanes Brands Incorporated de Costa Rica, S.A.
|
Costa Rica
|
Hanes Caribe, Inc.
|
Cayman Islands
|
Hanes Central Services Europe S.A.S.
|
France
|
Hanes Choloma, S. de R. L.
|
Honduras
|
Hanes Colombia, S.A.
|
Colombia
|
Hanes Commercial Europe S.a r.l.
|
Luxembourg
|
Hanes Czech Republic, s.r.o.
|
Czech Republic
|
Hanes de Centroamerica S.A.
|
Guatemala
|
Hanes de El Salvador, S.A. de C.V.
|
El Salvador
|
Hanes Direct Marketing France S.A.S.
|
France
|
Hanes Dominican, Inc.
|
Cayman Islands
|
Hanes E-Commerce Europe S.A.S.
|
France
|
Hanes Finance Europe S.A.S.
|
France
|
Hanes France S.A.S.
|
France
|
INTERNATIONAL
Name of Subsidiary
|
Jurisdiction of Formation
|
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 Corporate Services (Hong Kong) Limited
|
Hong Kong
|
Hanesbrands Corporate Services/ Jordan LLC
|
Jordan
|
Hanesbrands Dominicana, Inc.
|
Cayman Islands
|
Hanesbrands Dos Rios Textiles, Inc.
|
Cayman Islands
|
Hanesbrands El Salvador, Ltda. De C.V.
|
El Salvador
|
Hanesbrands Finance Luxembourg S.C.A.
|
Luxembourg
|
Hanesbrands GP Luxembourg S.a r.l.
|
Luxembourg
|
Hanesbrands Holdings
|
Mauritius
|
Hanesbrands Holdings Singapore Pte. Ltd.
|
Singapore
|
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 Slovakia s.r.o.
|
Slovakia
|
Hanesbrands Spain S.A.U.
|
Spain
|
Hanesbrands Switzerland Holdings GmbH
|
Switzerland
|
Hanesbrands UK Ltd
|
United Kingdom
|
Hanesbrands Vietnam Hue Company Limited
|
Vietnam
|
HBI Alpha Holdings, Inc.
|
Cayman Islands
|
HBI Australia Acquisition Co. Pty Ltd.
|
Australia
|
HBI Australia Holding Co. Pty Ltd.
|
Australia
|
HBI Beta Holdings, Inc.
|
Cayman Islands
|
INTERNATIONAL
Name of Subsidiary
|
Jurisdiction of Formation
|
HBI Compania de Servicios, S.A. de C.V.
|
El Salvador
|
HBI Holdings Lux S.a r.l.
|
Luxembourg
|
HbI International Holdings S.à r.l.
|
Luxembourg
|
HBI Italy Acquisition Co. S.r.l.
|
Italy
|
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
|
Icon Clothing Pty. Ltd.
|
Australia
|
Industria Textilera del Este ITE, S.R.L.
|
Costa Rica
|
Industrias El Porvenier, S. de R.L.
|
Honduras
|
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
|
Lovable Italiana International Limited
|
United Kingdom
|
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
|
INTERNATIONAL
Name of Subsidiary
|
Jurisdiction of Formation
|
Mediterraneo S.p.A.
|
Italy
|
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
|
Pac Brands (UK) Limited
|
United Kingdom
|
Pacific Brands (Asia) Limited
|
Hong Kong
|
Pacific Brands (Australia) Pty Ltd
|
Australia
|
Pacific Brands (Shanghai) Business Service Co., Ltd
|
China
|
Pacific Brands (Singapore) Pte. Ltd.
|
Singapore
|
Pacific Brands Clothing Pty Ltd
|
Australia
|
Pacific Brands Holdings (Hong Kong) Limited
|
Hong Kong
|
Pacific Brands Holdings (NZ) Limited
|
New Zealand
|
Pacific Brands Holdings Pty Ltd
|
Australia
|
Pacific Brands Limited
|
Australia
|
Pacific Brands Services Group Pty Ltd
|
Australia
|
Pacific Brands Sport & Leisure Pty Ltd
|
Australia
|
Pacific Brands Trading (Shanghai) Company Ltd
|
China
|
Playtex Puerto Rico, Inc.
|
Puerto Rico
|
PT Pacific Brands Indonesia
|
Indonesia
|
PT. HBI Sourcing Indonesia
|
Indonesia
|
PTX (D.R.), Inc.
|
Cayman Islands
|
PW France S.A.S.
|
France
|
Rinplay S. de R.L. de C.V.
|
Mexico
|
Sagepar SARL
|
France
|
Seamless Puerto Rico, Inc.
|
Puerto Rico
|
Servicios de Soporte Intimate Apparel, S. de R.L.
|
Costa Rica
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Shared Apparel Services Pty Ltd
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Australia
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Sheridan Australia Pty Limited
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Australia
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Sheridan N.Z. Limited
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New Zealand
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INTERNATIONAL
Name of Subsidiary
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Jurisdiction of Formation
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Sheridan U.K. Limited
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United Kingdom
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Socks Dominicana S.A.
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Dominican Republic
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Sthgirw Workwear Pty Ltd
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Australia
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Texlee El Salvador, Ltda. de C.V.
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El Salvador
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The Harwood Honduras Companies, S. de R.L.
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Honduras
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Tricotbest B.V.
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Netherlands
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Universo Finanziaria S.p.A.
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Italy
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Universo Sport S.p.A.
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Italy
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VSE Verwaltungsgesellschaft mbH
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Germany
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Yakka (Wodonga) Pty. Ltd.
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Australia
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/s/ Gerald W. Evans, Jr.
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Gerald W. Evans, Jr.
Chief Executive Officer
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/s/ Richard D. Moss
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Richard D. Moss
Chief Financial Officer
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/s/ Gerald W. Evans, Jr.
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Gerald W. Evans, Jr.
Chief Executive Officer
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/s/ Richard D. Moss
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Richard D. Moss
Chief Financial Officer
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