|
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
20-3552316
|
(State of incorporation)
|
|
(I.R.S. employer
identification no.)
|
1000 East Hanes Mill Road
Winston-Salem, North Carolina
|
|
27105
|
(Address of principal executive office)
|
|
(Zip code)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
Non-accelerated filer
|
|
|
|
Smaller reporting company
|
|
¨
|
Emerging growth company
|
|
¨
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Page
|
|
|
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PART I
|
|
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 1C
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
|
|
PART II
|
|
|
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
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|
|
PART III
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
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PART IV
|
|
|
Item 15
|
||
Item 16
|
||
Item 1.
|
Business
|
Segment
|
Primary Products
|
Primary Brands
|
Innerwear
|
Basics, including 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
,
DKNY,
*
Donna Karan*
|
|
|
|
|
Activewear
|
T-shirts, fleece, sport shirts, performance T-shirts and shorts, sports bras, thermals and teamwear
|
Champion
,
Hanes
,
Alternative
,
Gear for Sports
,
JMS/Just My Size
,
Hanes Beefy-T
|
|
|
|
International
|
Activewear, men’s underwear, women’s panties, children’s underwear, intimate apparel, socks, hosiery and home goods
|
Champion
,
Bonds, DIM
,
Hanes
,
Sheridan
,
Bras N Things
,
Playtex, Nur Die/Nur Der, Lovable, Wonderbra
,
Berlei
,
Maidenform
,
Abanderado
,
Shock Absorber, Zorba
,
Explorer
,
Sol y Oro
,
Bellinda
, Polo Ralph Lauren,
*
Donna Karan,* DKNY*
|
|
|
*
|
Brand used under a license agreement.
|
International Country/Region
|
Primary Products
|
Primary Brands
|
Australasia
|
Basics, including men’s underwear, women’s panties, children’s underwear and socks
|
Bonds
,
Explorer
|
Intimate apparel, such as bras and shapewear
|
Bonds
,
Bras N Things
,
Berlei
|
|
Activewear
|
Champion
|
|
Home goods
|
Sheridan
|
|
|
|
|
Europe
|
Basics, including men’s underwear, women’s panties, children’s underwear and socks
|
DIM
,
Nur Die/Nur Der
,
Abanderado
,
Bellinda
|
Intimate apparel, such as bras and shapewear
|
DIM
,
Playtex
,
Lovable
,
Wonderbra
,
Maidenform
,
Shock Absorber
|
|
Hosiery
|
DIM
,
Nur Die/Nur Der
,
Bellinda
|
|
Activewear
|
Champion
|
|
|
|
|
Asia
|
Basics, including men’s underwear, women’s panties, children’s underwear and socks
|
Hanes, Champion
,
Polo Ralph Lauren,
*
|
|
Intimate apparel, such as bras and shapewear
|
Playtex
,
Wonderbra
|
|
Activewear
|
Champion
|
|
|
|
Americas (excluding the United States)
|
Basics, including men’s underwear, women’s panties, children’s underwear and socks
|
Hanes
,
Zorba
|
Intimate apparel, such as bras and shapewear
|
Wonderbra
,
Sol y Oro
, Donna Karan,* DKNY*
|
*
|
Brand used under a license agreement.
|
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.
|
59
|
Chief Executive Officer
|
Barry A. Hytinen
|
44
|
Chief Financial Officer
|
W. Howard Upchurch
|
54
|
Group President, Innerwear Americas
|
Joia M. Johnson
|
58
|
Chief Administrative Officer, General Counsel and Corporate Secretary
|
Michael E. Faircloth
|
53
|
Group President, Global Supply Chain, Information Technology and E-Commerce
|
Jonathan Ram
|
51
|
Group President, Global Activewear
|
David L. Bortolussi
|
49
|
President and Managing Director, Hanes Australasia
|
M. Scott Lewis
|
48
|
Chief Accounting Officer and Controller
|
Item 2.
|
Properties
|
|
Owned Square
Feet
|
|
Leased Square
Feet
|
|
Total
|
|||
Properties by Segment
(1)
|
|
|
|
|
|
|||
Innerwear
|
2,347,885
|
|
|
6,581,403
|
|
|
8,929,288
|
|
Activewear
|
2,458,519
|
|
|
3,068,662
|
|
|
5,527,181
|
|
International
|
2,776,011
|
|
|
4,019,111
|
|
|
6,795,122
|
|
Other
|
303,445
|
|
|
1,050,508
|
|
|
1,353,953
|
|
Totals
|
7,885,860
|
|
|
14,719,684
|
|
|
22,605,544
|
|
|
|
(1)
|
Excludes vacant land, facilities under construction, facilities no longer in operation intended for disposal, apartments/residences, 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
|
|
|
|
|
|
|
|
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2)
|
|
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
|
5,097
|
|
|
$
|
1.00
|
|
|
14,473
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
5,097
|
|
|
$
|
1.00
|
|
|
14,473
|
|
|
|
(1)
|
The amount appearing under “Number of securities remaining available for future issuance under equity compensation plans” includes 7,840 shares available under the Hanesbrands Inc. Omnibus Incentive Plan (As Amended and Restated) and 6,633 shares available under the Hanesbrands Inc. Employee Stock Purchase Plan of 2006.
|
(2)
|
As of
December 29, 2018
, the Company had 783 outstanding options, warrants and rights that could be exercised for consideration. The weighted average exercise price of outstanding options, warrants and rights excluding those that can be exercised for no consideration is $6.51.
|
Item 6.
|
Selected Financial Data
|
|
Years Ended
|
||||||||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||||||
|
(amounts in thousands, except per share data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
6,803,955
|
|
|
$
|
6,471,410
|
|
|
$
|
6,028,199
|
|
|
$
|
5,731,549
|
|
|
$
|
5,324,746
|
|
Operating profit
|
867,951
|
|
|
744,350
|
|
|
790,051
|
|
|
604,426
|
|
|
572,248
|
|
|||||
Income from continuing operations
|
553,084
|
|
|
63,991
|
|
|
536,927
|
|
|
428,855
|
|
|
404,519
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(2,097
|
)
|
|
2,455
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
553,084
|
|
|
$
|
61,894
|
|
|
$
|
539,382
|
|
|
$
|
428,855
|
|
|
$
|
404,519
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share — basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.41
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.41
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share — diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.40
|
|
|
$
|
1.06
|
|
|
$
|
0.99
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.40
|
|
|
$
|
1.06
|
|
|
$
|
0.99
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
0.30
|
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|
January 2,
2016 |
|
January 3,
2015 |
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
433,022
|
|
|
$
|
421,566
|
|
|
$
|
460,245
|
|
|
$
|
319,169
|
|
|
$
|
239,855
|
|
Working capital
|
1,487,347
|
|
|
1,607,625
|
|
|
1,695,498
|
|
|
1,413,958
|
|
|
1,067,753
|
|
|||||
Total assets
|
7,255,958
|
|
|
6,894,775
|
|
|
6,930,480
|
|
|
5,597,590
|
|
|
5,187,891
|
|
|||||
Noncurrent liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
3,534,183
|
|
|
3,702,054
|
|
|
3,507,685
|
|
|
2,232,712
|
|
|
1,593,695
|
|
|||||
Other noncurrent liabilities
|
620,624
|
|
|
590,548
|
|
|
573,213
|
|
|
585,078
|
|
|
725,010
|
|
|||||
Total stockholders’ equity
|
970,283
|
|
|
686,202
|
|
|
1,223,914
|
|
|
1,275,891
|
|
|
1,386,772
|
|
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.
|
•
|
2018
Highlights.
This section discusses some of the highlights of our performance and activities during
2018
.
|
•
|
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 includes sales in the United States of basic branded apparel products that are replenishment in nature under the product categories of men’s underwear, women’s panties, children’s underwear and socks, and intimate apparel, which includes bras and shapewear.
|
•
|
Activewear includes sales in the United States of 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.
|
•
|
International includes sales of products in all of our categories outside the United States, primarily in Europe, Australia, Asia, Latin America and Canada.
|
•
|
Net sales of $6.885 billion to $6.985 billion, operating profit of $900 million to $930 million, and net income of $583 million to $610 million;
|
•
|
Pre-tax acquisition, integration and other action-related costs of approximately $55 million reflected in operating profit;
|
•
|
Interest expense and other expenses to be approximately $224 million combined;
|
•
|
An annual tax rate of approximately 14%;
|
•
|
Cash flow from operations of $700 million to $800 million; and
|
•
|
Capital expenditure investment of approximately $90 million to $100 million.
|
•
|
Net sales in
2018
were
$6.8 billion
, compared with
$6.5 billion
in
2017
, representing a 5% increase.
|
•
|
Operating profit was
$868 million
in
2018
compared with
$744 million
in
2017
, representing a 17% increase. As a percentage of sales, operating profit was 12.8% in
2018
compared to 11.5% in
2017
. Included within operating profit were acquisition and integration related charges of $80 million and $191 million in 2018 and 2017, respectively.
|
•
|
Diluted earnings per share was
$1.52
in
2018
, compared with
$0.17
in
2017
, representing a 794% increase. Net income in 2017 was significantly impacted by charges related to the Tax Act.
|
•
|
Operating cash flows were
$643 million
in
2018
compared to
$656 million
in
2017
.
|
•
|
We acquired Bras N Things on February 12, 2018. Bras N Things is a leading intimate apparel retailer and e-commerce business in Australia, New Zealand and South Africa. Bras N Things sells proprietary bras, panties and lingerie sets through a retail network and an e-commerce platform.
|
•
|
As part of our cash deployment strategy, we paid four quarterly dividends, in March, June, September and December, of $0.15 per share.
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
6,803,955
|
|
|
$
|
6,471,410
|
|
|
$
|
332,545
|
|
|
5.1
|
%
|
Cost of sales
|
4,147,436
|
|
|
3,980,859
|
|
|
166,577
|
|
|
4.2
|
|
|||
Gross profit
|
2,656,519
|
|
|
2,490,551
|
|
|
165,968
|
|
|
6.7
|
|
|||
Selling, general and administrative expenses
|
1,788,568
|
|
|
1,718,349
|
|
|
70,219
|
|
|
4.1
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
27,852
|
|
|
(27,852
|
)
|
|
NM
|
|
|||
Operating profit
|
867,951
|
|
|
744,350
|
|
|
123,601
|
|
|
16.6
|
|
|||
Other expenses
|
26,395
|
|
|
32,645
|
|
|
(6,250
|
)
|
|
(19.1
|
)
|
|||
Interest expense, net
|
194,675
|
|
|
174,435
|
|
|
20,240
|
|
|
11.6
|
|
|||
Income from continuing operations before income tax expense
|
646,881
|
|
|
537,270
|
|
|
109,611
|
|
|
20.4
|
|
|||
Income tax expense
|
93,797
|
|
|
473,279
|
|
|
(379,482
|
)
|
|
(80.2
|
)
|
|||
Income from continuing operations
|
553,084
|
|
|
63,991
|
|
|
489,093
|
|
|
764.3
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(2,097
|
)
|
|
2,097
|
|
|
NM
|
|
|||
Net income
|
$
|
553,084
|
|
|
$
|
61,894
|
|
|
$
|
491,190
|
|
|
793.6
|
%
|
•
|
Acquisitions of Bras N Things in 2018 and Alternative Apparel in 2017, which added incremental net sales of $177 million in 2018;
|
•
|
Organic sales on a constant currency basis, defined as sales excluding the impact of foreign currency and businesses acquired within 12 months, increased 2% in 2018, driven by strong growth in our global
Champion
sales,
our
|
•
|
Favorable impact of foreign currency exchange rates of in our International businesses of approximately $13 million.
|
•
|
Gross margin expansion of approximately 50 basis points as the increase of International gross profit from acquisition synergies and lower acquisition, integration and other action-related charges were partially offset by higher input costs; and
|
•
|
Lower selling, general and administrative expenses as a percentage of net sales of approximately 30 basis points primarily due to lower acquisition, integration and other action-related costs and cost savings realized from the corporate headcount reduction efforts in 2017, partially offset by increased bad debt charges, primarily related to the Sears Holdings Corporation (“Sears”) bankruptcy filing, increased distribution expenses from investments to support future growth and higher proportion of selling, general and administrative costs at our recently acquired businesses.
|
|
Net Sales
|
|
|
|
|
|||||||||
|
Years Ended
|
|
|
|||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Innerwear
|
$
|
2,379,675
|
|
|
$
|
2,462,876
|
|
|
$
|
(83,201
|
)
|
|
(3.4
|
)%
|
Activewear
|
1,792,280
|
|
|
1,654,278
|
|
|
138,002
|
|
|
8.3
|
|
|||
International
|
2,344,115
|
|
|
2,054,664
|
|
|
289,451
|
|
|
14.1
|
|
|||
Other
|
287,885
|
|
|
299,592
|
|
|
(11,707
|
)
|
|
(3.9
|
)
|
|||
Total
|
$
|
6,803,955
|
|
|
$
|
6,471,410
|
|
|
$
|
332,545
|
|
|
5.1
|
%
|
•
|
Our acquisition of Bras N Things in the first quarter of 2018, which contributed incremental net sales of nearly $123 million;
|
•
|
Organic sales on a constant currency basis increased driven by our global
Champion
sales growth, primarily in the Europe and Asia markets, and growth in our
innerwear businesses in Australia, Asia and Americas; and
|
•
|
Favorable impact of foreign currency exchange rates of approximately $13 million.
|
|
Years Ended
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
||||
|
(dollars in thousands)
|
||||||
Acquisition, integration and other action-related costs included in operating profit:
|
|
|
|
||||
Hanes Europe Innerwear
|
$
|
26,403
|
|
|
$
|
65,995
|
|
Hanes Australasia
|
14,266
|
|
|
40,681
|
|
||
Bras N Things
|
6,948
|
|
|
—
|
|
||
Champion Europe
|
4,899
|
|
|
10,645
|
|
||
Smaller acquisitions, business disruption and other action-related costs
|
27,682
|
|
|
45,731
|
|
||
Contingent consideration related to Champion Europe
|
—
|
|
|
27,852
|
|
||
Total acquisition, integration and other action-related costs included in operating profit
|
$
|
80,198
|
|
|
$
|
190,904
|
|
|
Years Ended
|
|
|
|
|
|||||||||
|
December 30,
2017 |
|
December 31,
2016 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Net sales
|
$
|
6,471,410
|
|
|
$
|
6,028,199
|
|
|
$
|
443,211
|
|
|
7.4
|
%
|
Cost of sales
|
3,980,859
|
|
|
3,752,151
|
|
|
228,708
|
|
|
6.1
|
|
|||
Gross profit
|
2,490,551
|
|
|
2,276,048
|
|
|
214,503
|
|
|
9.4
|
|
|||
Selling, general and administrative expenses
|
1,718,349
|
|
|
1,485,997
|
|
|
232,352
|
|
|
15.6
|
|
|||
Change in fair value of contingent consideration
|
27,852
|
|
|
—
|
|
|
27,852
|
|
|
NM
|
|
|||
Operating profit
|
744,350
|
|
|
790,051
|
|
|
(45,701
|
)
|
|
(5.8
|
)
|
|||
Other expenses
|
32,645
|
|
|
66,160
|
|
|
(33,515
|
)
|
|
(50.7
|
)
|
|||
Interest expense, net
|
174,435
|
|
|
152,692
|
|
|
21,743
|
|
|
14.2
|
|
|||
Income from continuing operations before income tax expense
|
537,270
|
|
|
571,199
|
|
|
(33,929
|
)
|
|
(5.9
|
)
|
|||
Income tax expense
|
473,279
|
|
|
34,272
|
|
|
439,007
|
|
|
1,280.9
|
|
|||
Income from continuing operations
|
63,991
|
|
|
536,927
|
|
|
(472,936
|
)
|
|
(88.1
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(2,097
|
)
|
|
2,455
|
|
|
(4,552
|
)
|
|
NM
|
|
|||
Net income
|
$
|
61,894
|
|
|
$
|
539,382
|
|
|
$
|
(477,488
|
)
|
|
(88.5
|
)%
|
•
|
Acquisitions of Hanes Australasia, Champion Europe and It’s Greek to Me, Inc. and GTM Retail, Inc. (“GTM”) in 2016 and Alternative Apparel in 2017, which added incremental net sales of approximately $470 million in 2017;
|
•
|
Increased nets sales driven by our global
Champion
and global online growth initiatives;
|
•
|
Increased net sales in our licensed intimate apparel business, along with our sock and men’s underwear product categories;
|
•
|
Sales growth in licensed sports apparel in the college bookstore business; and
|
•
|
Favorable impact of foreign currency exchange rates of approximately $25 million.
|
•
|
Lower net sales in our remaining Innerwear product categories as a result of challenging consumer traffic at retail, cautious inventory management by retailers and store closures within the mid-tier and department store channel;
|
•
|
Lower net sales in our licensed sports apparel business and
Hanes
activewear apparel within the mass merchant channel; and
|
•
|
Lower net sales in Other driven by continued declines in hosiery, slower traffic at our outlet stores and the planned exit of our legacy catalog business in the third quarter of 2016.
|
•
|
Increase in gross profit as a percentage of net sales of approximately 70 basis points as supply chain efficiencies and synergies recognized from the integration of our acquisitions was partially offset by higher acquisition, integration and other action-related costs; and
|
•
|
Higher selling, general and administrative expenses as a percentage of net sales of approximately 190 basis points primarily due to higher distribution expenses as a result of increased volume, increased labor expenses to handle late-quarter customer orders, increased marketing investment, mix of product sold, as well as higher acquisition, integration and other action-related charges and expenses related to our U.S. corporate office headcount reduction efforts. The aforementioned expenses were partially offset by synergy benefits from the integration of prior acquisitions, cost savings from the planned reduction of our legacy catalog distribution and continued cost control.
|
|
Net Sales
|
|
|
|
|
|||||||||
|
Years Ended
|
|
|
|||||||||||
|
December 30, 2017
|
|
December 31,
2016 |
|
Higher
(Lower)
|
|
Percent
Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Innerwear
|
$
|
2,462,876
|
|
|
$
|
2,543,717
|
|
|
$
|
(80,841
|
)
|
|
(3.2
|
)%
|
Activewear
|
1,654,278
|
|
|
1,601,108
|
|
|
53,170
|
|
|
3.3
|
|
|||
International
|
2,054,664
|
|
|
1,531,913
|
|
|
522,751
|
|
|
34.1
|
|
|||
Other
|
299,592
|
|
|
351,461
|
|
|
(51,869
|
)
|
|
(14.8
|
)
|
|||
Total
|
$
|
6,471,410
|
|
|
$
|
6,028,199
|
|
|
$
|
443,211
|
|
|
7.4
|
%
|
•
|
Incremental net sales from the acquisitions of Hanes Australasia in July of 2016 and Champion Europe in June of 2016;
|
•
|
Continued growth in Asia within our Activewear product category, primarily driven by
Champion
and
Hanes
sales growth; and
|
•
|
Favorable impact of foreign currency exchange rates of approximately $25 million.
|
•
|
Declining hosiery sales and slower traffic at retail in certain European markets.
|
|
Years Ended
|
||||||
|
December 30,
2017 |
|
December 31,
2016 |
||||
|
(dollars in thousands)
|
||||||
Acquisition, integration and other action-related costs included in operating profit:
|
|
|
|
||||
Hanes Europe Innerwear
|
$
|
65,995
|
|
|
$
|
79,003
|
|
Hanes Australasia
|
40,681
|
|
|
30,783
|
|
||
Champion Europe
|
10,645
|
|
|
10,972
|
|
||
Knights Apparel
|
11,994
|
|
|
29,056
|
|
||
Other acquisitions
|
1,995
|
|
|
4,344
|
|
||
Business disruption and other actions
|
31,742
|
|
|
—
|
|
||
Contingent consideration related to Champion Europe
|
27,852
|
|
|
—
|
|
||
Acquisition related currency transactions
|
—
|
|
|
(15,639
|
)
|
||
Total acquisition and integration costs
|
$
|
190,904
|
|
|
$
|
138,519
|
|
|
As of December 29, 2018
|
||||||
Borrowing
Capacity
|
|
Borrowing
Availability
|
|||||
|
(dollars in thousands)
|
||||||
Senior Secured Credit Facility:
|
|
|
|
||||
Revolving Loan Facility
|
$
|
1,000,000
|
|
|
$
|
995,665
|
|
Australian Revolving Loan Facility
|
42,236
|
|
|
21,118
|
|
||
European Revolving Loan Facility
|
113,520
|
|
|
—
|
|
||
Accounts Receivable Securitization Facility
(1)
|
161,608
|
|
|
—
|
|
||
Other international credit facilities
|
163,959
|
|
|
112,796
|
|
||
Total liquidity from credit facilities
|
$
|
1,481,323
|
|
|
$
|
1,129,579
|
|
|
|
(1)
|
Borrowing availability under the Accounts Receivable Securitization Facility is subject to a quarterly fluctuating facility limit, not to exceed
$225 million
and permitted only to the extent that the face of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans.
|
•
|
We have principal and interest obligations under our outstanding debt.
|
•
|
We acquired Bras N Things in February 2018 and Alternative Apparel in October 2017 and we may pursue strategic acquisitions in the future.
|
•
|
We expect to continue to invest in efforts to accelerate worldwide omnichannel and global growth initiatives, as well as marketing and brand building.
|
•
|
We expect to continue to invest in efforts to improve operating efficiencies and lower costs.
|
•
|
We made contributions of $17 million to our U.S. pension plan in 2018 and expect to make required cash contributions of $26 million to our U.S. pension plan in 2019 based on a preliminary calculation by our actuary. We may also elect to make additional voluntary contributions. Our U.S. qualified pension plan was approximately 93% and 94% funded as of
December 29, 2018
and
December 30, 2017
, respectively, under the Pension Protection Act funding rules.
|
•
|
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 impact our effective income tax rate. We have also reevaluated our reinvestment strategy with regards to our historic earnings which were taxed as part of the Tax Act and intend to remit foreign earnings totaling $1.4 billion.
|
•
|
We are obligated to make installment payments over an eight-year period related to our transition tax liability resulting from the implementation of the Tax Act, which began in 2018, in addition to any estimated income taxes due based on current year taxable income. In 2018, we made an installment payment on our transition tax liability in the amount of $13 million and have a remaining balance due of $107 million to be paid in installment payments through 2025.
|
•
|
Our Board of Directors has authorized a regular quarterly dividend.
|
•
|
We may repurchase shares of the Company’s common stock under current share repurchase program, which has been approved by our Board of Directors. We did not repurchase any shares of common stock during 2018. During 2017 and 2016, respectively, we repurchased 19.6 million and 14.2 million shares of our common stock (at a cost of $400 million and $380 million). At
December 29, 2018
, the remaining repurchase authorization totaled approximately
20 million
shares.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
At December 29, 2018
|
|
Fiscal
2019 |
|
Fiscal
2020-2021
|
|
Fiscal
2022-2023
|
|
Fiscal
2024 and
Thereafter
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on debt obligations
(1)
|
811,005
|
|
|
$
|
157,985
|
|
|
$
|
303,327
|
|
|
$
|
261,558
|
|
|
$
|
88,135
|
|
|
Inventory purchase obligations
|
499,348
|
|
|
491,152
|
|
|
8,196
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
662,168
|
|
|
148,218
|
|
|
239,845
|
|
|
158,164
|
|
|
115,941
|
|
|||||
Marketing and advertising obligations
|
14,780
|
|
|
10,060
|
|
|
4,720
|
|
|
—
|
|
|
—
|
|
|||||
Defined benefit plan minimum contributions
(2)
|
26,000
|
|
|
26,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax obligations
(3)
|
133,937
|
|
|
13,823
|
|
|
34,343
|
|
|
30,568
|
|
|
55,203
|
|
|||||
Other long-term obligations
(4)
|
349,201
|
|
|
148,731
|
|
|
92,683
|
|
|
34,984
|
|
|
72,803
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
25,814
|
|
|
25,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
4,009,553
|
|
|
440,596
|
|
|
116,744
|
|
|
610,000
|
|
|
2,842,213
|
|
|||||
Notes payable
|
5,824
|
|
|
5,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
6,537,630
|
|
|
$
|
1,468,203
|
|
|
$
|
799,858
|
|
|
$
|
1,095,274
|
|
|
$
|
3,174,295
|
|
|
|
(1)
|
Interest obligations on floating rate debt instruments are calculated for future periods using interest rates in effect at
December 29, 2018
.
|
(2)
|
Represents only the required minimum pension contributions to our U.S. qualified pension plan in 2019. In addition to the required cash contributions, we may elect to make voluntary contributions to maintain certain funded levels. For a discussion of our pension plan obligations, see Note, “Defined Benefit Pension Plans,” to our consolidated financial statements.
|
(3)
|
Represents uncertain tax positions and the transition tax liability resulting from the Tax Act.
|
(4)
|
Represents the projected payment for long-term liabilities recorded on the Consolidated Balance Sheet for certain employee benefit claims, royalty-bearing license agreement payments, post retirement obligations and deferred compensation.
|
|
Years Ended
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
||||
|
(dollars in thousands)
|
||||||
Operating activities
|
$
|
643,402
|
|
|
$
|
655,718
|
|
Investing activities
|
(418,651
|
)
|
|
(104,513
|
)
|
||
Financing activities
|
(200,497
|
)
|
|
(585,768
|
)
|
||
Effect of changes in foreign currency exchange rates on cash
|
9,912
|
|
|
(4,116
|
)
|
||
Change in cash, cash equivalents and restricted cash
|
34,166
|
|
|
(38,679
|
)
|
||
Cash and cash equivalents at beginning of year
|
421,566
|
|
|
460,245
|
|
||
Cash, cash equivalents and restricted cash at end of year
|
455,732
|
|
|
421,566
|
|
||
Less restricted cash at end of year
|
22,710
|
|
|
$
|
—
|
|
|
Cash and cash equivalents at end of year
|
$
|
433,022
|
|
|
$
|
421,566
|
|
•
|
In determining the discount rate, we utilized the Aon Hewitt AA-Only 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. We utilized a full series specific spot rates along the Aon Hewitt AA Above Median 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.
|
•
|
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
2018
, the tables used as a basis for the mortality assumption were from the RP-2014 table with Scale MP-2018.
|
|
Increase (Decrease) in
|
||||||
|
Pension
Expense
|
|
Benefit
Obligation
|
||||
|
(in millions)
|
||||||
1% decrease in discount rate
|
$
|
(1
|
)
|
|
$
|
142
|
|
1% increase in discount rate
|
1
|
|
|
(116
|
)
|
||
1% decrease in expected investment return
|
7
|
|
|
N/A
|
|
||
1% increase in expected investment return
|
(7
|
)
|
|
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
|
Exhibit
Number
|
|
Description
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
Exhibit
Number
|
|
Description
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
24.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS XBRL
|
|
Instance Document
|
|
|
|
101.SCH XBRL
|
|
Taxonomy Extension Schema Document
|
|
|
Exhibit
Number
|
|
Description
|
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.
|
Item 16.
|
Form 10-K Summary
|
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 8, 2019
|
Gerald W. Evans, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Barry A. Hytinen
|
|
Chief Financial Officer
(principal financial officer)
|
|
February 8, 2019
|
Barry A. Hytinen
|
|
|
|
|
|
|
|
|
|
/s/ M. Scott Lewis
|
|
Chief Accounting Officer and Controller
(principal accounting officer)
|
|
February 8, 2019
|
M. Scott Lewis
|
|
|
|
|
|
|
|
|
|
/s/ Geralyn R. Breig
|
|
Director
|
|
February 8, 2019
|
Geralyn R. Breig
|
|
|
|
|
|
|
|
|
|
/s/ Bobby J. Griffin
|
|
Director
|
|
February 8, 2019
|
Bobby J. Griffin
|
|
|
|
|
|
|
|
|
|
/s/ James C. Johnson
|
|
Director
|
|
February 8, 2019
|
James C. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Jessica T. Mathews
|
|
Director
|
|
February 8, 2019
|
Jessica T. Mathews
|
|
|
|
|
|
|
|
|
|
/s/ Franck J. Moison
|
|
Director
|
|
February 8, 2019
|
Franck J. Moison
|
|
|
|
|
|
|
|
|
|
/s/ Robert F. Moran
|
|
Director
|
|
February 8, 2019
|
Robert F. Moran
|
|
|
|
|
|
|
|
|
|
/s/ Ronald L. Nelson
|
|
Director
|
|
February 8, 2019
|
Ronald L. Nelson
|
|
|
|
|
|
|
|
|
|
/s/ Richard A. Noll
|
|
Director
|
|
February 8, 2019
|
Richard A. Noll
|
|
|
|
|
|
|
|
|
|
/s/ David V. Singer
|
|
Director
|
|
February 8, 2019
|
David V. Singer
|
|
|
|
|
|
|
|
|
|
/s/ Ann E. Ziegler
|
|
Director
|
|
February 8, 2019
|
Ann E. Ziegler
|
|
|
|
|
|
|
Consolidated Financial Statements:
|
Page
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net sales
|
$
|
6,803,955
|
|
|
$
|
6,471,410
|
|
|
$
|
6,028,199
|
|
Cost of sales
|
4,147,436
|
|
|
3,980,859
|
|
|
3,752,151
|
|
|||
Gross profit
|
2,656,519
|
|
|
2,490,551
|
|
|
2,276,048
|
|
|||
Selling, general and administrative expenses
|
1,788,568
|
|
|
1,718,349
|
|
|
1,485,997
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
27,852
|
|
|
—
|
|
|||
Operating profit
|
867,951
|
|
|
744,350
|
|
|
790,051
|
|
|||
Other expenses
|
26,395
|
|
|
32,645
|
|
|
66,160
|
|
|||
Interest expense, net
|
194,675
|
|
|
174,435
|
|
|
152,692
|
|
|||
Income from continuing operations before income tax expense
|
646,881
|
|
|
537,270
|
|
|
571,199
|
|
|||
Income tax expense
|
93,797
|
|
|
473,279
|
|
|
34,272
|
|
|||
Income from continuing operations
|
553,084
|
|
|
63,991
|
|
|
536,927
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(2,097
|
)
|
|
2,455
|
|
|||
Net income
|
$
|
553,084
|
|
|
$
|
61,894
|
|
|
$
|
539,382
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share — basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.41
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|||
Net income
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.41
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share — diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.40
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
0.01
|
|
|||
Net income
|
$
|
1.52
|
|
|
$
|
0.17
|
|
|
$
|
1.40
|
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net income
|
$
|
553,084
|
|
|
$
|
61,894
|
|
|
$
|
539,382
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation
|
(113,555
|
)
|
|
34,554
|
|
|
(20,384
|
)
|
|||
Cash flow hedges, net of tax effect of ($11,297), $7,951, and ($1,272), respectively
|
35,978
|
|
|
(31,281
|
)
|
|
5,757
|
|
|||
Defined benefit plans, net of tax effect of ($4,852), $930, and $16,393, respectively
|
13,841
|
|
|
(6,488
|
)
|
|
(26,431
|
)
|
|||
Other comprehensive loss
|
(63,736
|
)
|
|
(3,215
|
)
|
|
(41,058
|
)
|
|||
Comprehensive income
|
$
|
489,348
|
|
|
$
|
58,679
|
|
|
$
|
498,324
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
433,022
|
|
|
$
|
421,566
|
|
Trade accounts receivable, net
|
870,878
|
|
|
903,318
|
|
||
Inventories
|
2,054,458
|
|
|
1,874,990
|
|
||
Other current assets
|
159,231
|
|
|
186,496
|
|
||
Total current assets
|
3,517,589
|
|
|
3,386,370
|
|
||
Property, net
|
607,688
|
|
|
623,991
|
|
||
Trademarks and other identifiable intangibles, net
|
1,555,381
|
|
|
1,402,857
|
|
||
Goodwill
|
1,241,727
|
|
|
1,167,007
|
|
||
Deferred tax assets
|
249,693
|
|
|
234,932
|
|
||
Other noncurrent assets
|
83,880
|
|
|
79,618
|
|
||
Total assets
|
$
|
7,255,958
|
|
|
$
|
6,894,775
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Accounts payable
|
$
|
1,029,933
|
|
|
$
|
867,649
|
|
Accrued liabilities and other:
|
|
|
|
||||
Payroll and employee benefits
|
147,418
|
|
|
153,394
|
|
||
Advertising and promotion
|
148,295
|
|
|
150,375
|
|
||
Other
|
258,188
|
|
|
345,865
|
|
||
Notes payable
|
5,824
|
|
|
11,873
|
|
||
Accounts Receivable Securitization Facility
|
161,608
|
|
|
125,209
|
|
||
Current portion of long-term debt
|
278,976
|
|
|
124,380
|
|
||
Total current liabilities
|
2,030,242
|
|
|
1,778,745
|
|
||
Long-term debt
|
3,534,183
|
|
|
3,702,054
|
|
||
Pension and postretirement benefits
|
378,972
|
|
|
405,238
|
|
||
Accrued income taxes - noncurrent
|
100,626
|
|
|
137,226
|
|
||
Other noncurrent liabilities
|
241,652
|
|
|
185,310
|
|
||
Total liabilities
|
6,285,675
|
|
|
6,208,573
|
|
||
|
|
|
|
||||
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 — 361,330,128 and 360,125,894, respectively
|
3,613
|
|
|
3,601
|
|
||
Additional paid-in capital
|
284,877
|
|
|
271,462
|
|
||
Retained earnings
|
1,184,735
|
|
|
850,345
|
|
||
Accumulated other comprehensive loss
|
(502,942
|
)
|
|
(439,206
|
)
|
||
Total stockholders’ equity
|
970,283
|
|
|
686,202
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,255,958
|
|
|
$
|
6,894,775
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
61,894
|
|
|
—
|
|
|
61,894
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(222,290
|
)
|
|
—
|
|
|
(222,290
|
)
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,554
|
|
|
34,554
|
|
|||||
Net unrealized loss on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,281
|
)
|
|
(31,281
|
)
|
|||||
Net unrecognized loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,488
|
)
|
|
(6,488
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23,224
|
|
|
—
|
|
|
—
|
|
|
23,224
|
|
|||||
Net exercise of stock options, vesting of restricted stock units and other
|
1,079
|
|
|
10
|
|
|
2,154
|
|
|
528
|
|
|
—
|
|
|
2,692
|
|
|||||
Share repurchases
|
(19,640
|
)
|
|
(196
|
)
|
|
(13,918
|
)
|
|
(385,903
|
)
|
|
—
|
|
|
(400,017
|
)
|
|||||
Balances at December 30, 2017
|
360,126
|
|
|
$
|
3,601
|
|
|
$
|
271,462
|
|
|
$
|
850,345
|
|
|
$
|
(439,206
|
)
|
|
$
|
686,202
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
553,084
|
|
|
—
|
|
|
553,084
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(218,694
|
)
|
|
—
|
|
|
(218,694
|
)
|
|||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,555
|
)
|
|
(113,555
|
)
|
|||||
Net unrealized gain on qualifying cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,978
|
|
|
35,978
|
|
|||||
Net unrecognized gain from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,841
|
|
|
13,841
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
21,063
|
|
|
—
|
|
|
—
|
|
|
21,063
|
|
|||||
Net exercise of stock options, vesting of restricted stock units and other
|
1,204
|
|
|
12
|
|
|
(7,648
|
)
|
|
—
|
|
|
—
|
|
|
(7,636
|
)
|
|||||
Balances at December 29, 2018
|
361,330
|
|
|
$
|
3,613
|
|
|
$
|
284,877
|
|
|
$
|
1,184,735
|
|
|
$
|
(502,942
|
)
|
|
$
|
970,283
|
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
553,084
|
|
|
$
|
61,894
|
|
|
$
|
539,382
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
95,359
|
|
|
87,595
|
|
|
81,057
|
|
|||
Amortization of intangibles
|
36,437
|
|
|
34,892
|
|
|
22,118
|
|
|||
Charges incurred for amendments of credit facilities
|
—
|
|
|
—
|
|
|
34,624
|
|
|||
Write-off on early extinguishment of debt
|
—
|
|
|
4,028
|
|
|
12,667
|
|
|||
Amortization of debt issuance costs
|
9,278
|
|
|
10,394
|
|
|
9,034
|
|
|||
Stock compensation expense
|
21,416
|
|
|
23,582
|
|
|
31,780
|
|
|||
Deferred taxes
|
22,146
|
|
|
239,068
|
|
|
(8,836
|
)
|
|||
Change in fair value of contingent consideration liability
|
—
|
|
|
27,852
|
|
|
—
|
|
|||
Other
|
(1,134
|
)
|
|
1,468
|
|
|
(12,587
|
)
|
|||
Changes in assets and liabilities, net of acquisition and disposition of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
10,269
|
|
|
(31,656
|
)
|
|
(83,279
|
)
|
|||
Inventories
|
(205,319
|
)
|
|
22,648
|
|
|
135,807
|
|
|||
Other assets
|
(4
|
)
|
|
(28,346
|
)
|
|
(24,563
|
)
|
|||
Accounts payable
|
165,788
|
|
|
71,806
|
|
|
(60,994
|
)
|
|||
Accrued pension and postretirement benefits
|
(5,024
|
)
|
|
19,042
|
|
|
(31,504
|
)
|
|||
Accrued income taxes
|
(23,936
|
)
|
|
179,117
|
|
|
7,396
|
|
|||
Accrued liabilities and other
|
(34,958
|
)
|
|
(67,666
|
)
|
|
(46,495
|
)
|
|||
Net cash from operating activities
|
643,402
|
|
|
655,718
|
|
|
605,607
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(86,293
|
)
|
|
(87,008
|
)
|
|
(83,399
|
)
|
|||
Proceeds from sales of assets
|
2,557
|
|
|
4,459
|
|
|
80,833
|
|
|||
Acquisition of businesses, net of cash acquired
|
(334,915
|
)
|
|
(62,249
|
)
|
|
(964,075
|
)
|
|||
Disposition of businesses
|
—
|
|
|
40,285
|
|
|
—
|
|
|||
Net cash from investing activities
|
(418,651
|
)
|
|
(104,513
|
)
|
|
(966,641
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings on notes payable
|
278,147
|
|
|
278,489
|
|
|
904,476
|
|
|||
Repayments on notes payable
|
(286,591
|
)
|
|
(327,615
|
)
|
|
(992,760
|
)
|
|||
Borrowings on Accounts Receivable Securitization Facility
|
213,336
|
|
|
373,640
|
|
|
238,065
|
|
|||
Repayments on Accounts Receivable Securitization Facility
|
(176,937
|
)
|
|
(292,952
|
)
|
|
(388,707
|
)
|
|||
Borrowings on Revolving Loan Facilities
|
3,546,360
|
|
|
4,161,799
|
|
|
3,798,942
|
|
|||
Repayments on Revolving Loan Facilities
|
(3,506,500
|
)
|
|
(4,153,000
|
)
|
|
(3,795,500
|
)
|
|||
Borrowings on Senior Notes
|
—
|
|
|
—
|
|
|
2,359,347
|
|
|||
Repayments on Senior Notes
|
—
|
|
|
—
|
|
|
(1,000,000
|
)
|
|||
Borrowings on Term Loan Facilities
|
—
|
|
|
1,250,000
|
|
|
301,272
|
|
|||
Repayments on Term Loan Facilities
|
(31,875
|
)
|
|
(1,145,215
|
)
|
|
(268,264
|
)
|
|||
Borrowings on International Debt
|
—
|
|
|
—
|
|
|
9,145
|
|
|||
Repayments on International Debt
|
(1,105
|
)
|
|
(45,072
|
)
|
|
(12,734
|
)
|
|||
Share repurchases
|
—
|
|
|
(400,017
|
)
|
|
(379,901
|
)
|
|||
Cash dividends paid
|
(216,316
|
)
|
|
(219,903
|
)
|
|
(167,375
|
)
|
|||
Payments to amend and refinance credit facilities
|
(677
|
)
|
|
(9,122
|
)
|
|
(80,069
|
)
|
|||
Payment of contingent consideration
|
(3,540
|
)
|
|
(41,250
|
)
|
|
—
|
|
|||
Taxes paid related to net shares settlement of equity awards
|
(12,715
|
)
|
|
(15,463
|
)
|
|
(17,414
|
)
|
|||
Other
|
(2,084
|
)
|
|
(87
|
)
|
|
2,531
|
|
|||
Net cash from financing activities
|
(200,497
|
)
|
|
(585,768
|
)
|
|
511,054
|
|
|||
Effect of changes in foreign exchange rates on cash
|
9,912
|
|
|
(4,116
|
)
|
|
(8,944
|
)
|
|||
Change in cash, cash equivalents and restricted cash
|
34,166
|
|
|
(38,679
|
)
|
|
141,076
|
|
|||
Cash and cash equivalents at beginning of year
|
421,566
|
|
|
460,245
|
|
|
319,169
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
455,732
|
|
|
421,566
|
|
|
460,245
|
|
|||
Less restricted cash at end of year
|
22,710
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents per balance sheet at end of year
|
$
|
433,022
|
|
|
$
|
421,566
|
|
|
$
|
460,245
|
|
(1)
|
Basis of Presentation
|
(2)
|
Summary of Significant Accounting Policies
|
•
|
As a period charge in the future period the tax arises; or
|
•
|
As part of deferred taxes related to the investment or subsidiary.
|
(3)
|
Revenue Recognition
|
|
|
Year Ended
|
||
|
|
December 29,
2018 |
||
Third-party brick-and-mortar wholesale
|
|
$
|
5,288,966
|
|
Consumer-directed
|
|
1,514,989
|
|
|
Total net sales
|
|
$
|
6,803,955
|
|
(4)
|
Acquisitions
|
Cash and cash equivalents
|
$
|
2,765
|
|
Accounts receivable, net
|
197
|
|
|
Inventories
|
9,610
|
|
|
Other current assets
|
1,637
|
|
|
Property, net
|
11,764
|
|
|
Trademarks and other identifiable intangibles
|
278,214
|
|
|
Deferred tax assets and other noncurrent assets
|
2,539
|
|
|
Total assets acquired
|
306,726
|
|
|
Accounts payable
|
4,929
|
|
|
Accrued liabilities and other
|
16,339
|
|
|
Deferred tax liabilities and other noncurrent liabilities
|
7,864
|
|
|
Total liabilities assumed
|
29,132
|
|
|
Net assets acquired
|
277,594
|
|
|
Goodwill
|
111,611
|
|
|
Total purchase price
|
$
|
389,205
|
|
Cash consideration paid
|
$
|
337,123
|
|
Indemnification escrow asset
|
25,140
|
|
|
Debt assumed
|
26,942
|
|
|
Total purchase price
|
$
|
389,205
|
|
|
|
Year Ended
|
||||||
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Net sales
|
|
$
|
6,822,462
|
|
|
$
|
6,608,714
|
|
Net income from continuing operations
|
|
556,114
|
|
|
91,253
|
|
||
Earnings per share from continuing operations:
|
|
|
|
|
||||
Basic
|
|
$
|
1.53
|
|
|
$
|
0.25
|
|
Diluted
|
|
1.53
|
|
|
0.25
|
|
|
|
|
|
|
Year Ended
|
||
|
December 31,
2016 |
||
Net sales
|
$
|
6,434,928
|
|
Net income from continuing operations
|
617,261
|
|
|
Earnings per share from continuing operations:
|
|
||
Basic
|
$
|
1.62
|
|
Diluted
|
1.61
|
|
(5)
|
Earnings Per Share
|
|
Years Ended
|
|||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Basic weighted average shares outstanding
|
363,513
|
|
|
367,680
|
|
|
381,782
|
|
Effect of potentially dilutive securities:
|
|
|
|
|
|
|||
Stock options
|
801
|
|
|
1,435
|
|
|
1,983
|
|
Restricted stock units
|
186
|
|
|
307
|
|
|
756
|
|
Employee stock purchase plan and other
|
5
|
|
|
4
|
|
|
45
|
|
Diluted weighted average shares outstanding
|
364,505
|
|
|
369,426
|
|
|
384,566
|
|
(6)
|
Stock-Based Compensation
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
Options outstanding at January 2, 2016
|
2,752
|
|
|
$
|
5.62
|
|
|
$
|
65,531
|
|
|
2.88
|
Exercised
|
(477
|
)
|
|
5.90
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding at December 31, 2016
|
2,275
|
|
|
$
|
5.56
|
|
|
$
|
36,438
|
|
|
2.20
|
Exercised
|
(736
|
)
|
|
6.22
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding at December 30, 2017
|
1,539
|
|
|
$
|
5.24
|
|
|
$
|
24,108
|
|
|
1.76
|
Exercised
|
(756
|
)
|
|
3.92
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Options outstanding and exercisable at December 29, 2018
|
783
|
|
|
$
|
6.51
|
|
|
$
|
4,449
|
|
|
1.54
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|
Aggregate
Intrinsic Value |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||||
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
|
Granted — non-performanced based
|
628
|
|
|
21.22
|
|
|
|
|
|
|||
Granted — performanced based
|
590
|
|
|
23.04
|
|
|
|
|
|
|||
Vested
|
(991
|
)
|
|
26.74
|
|
|
|
|
|
|||
Forfeited
|
(81
|
)
|
|
26.81
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at December 30, 2017
|
2,666
|
|
|
$
|
24.36
|
|
|
$
|
55,741
|
|
|
2.00
|
Granted — non-performanced based
|
970
|
|
|
15.52
|
|
|
|
|
|
|||
Granted — performanced based
|
777
|
|
|
15.57
|
|
|
|
|
|
|||
Vested
|
(1,114
|
)
|
|
27.55
|
|
|
|
|
|
|||
Forfeited
|
(38
|
)
|
|
25.15
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||
Nonvested share units outstanding at December 29, 2018
|
3,261
|
|
|
$
|
18.53
|
|
|
$
|
39,747
|
|
|
2.23
|
(7)
|
Trade Accounts Receivable
|
|
Allowance
for Doubtful Accounts |
|
Allowance
for Chargebacks and Other Deductions (1) |
|
Total
|
||||||
Balance at January 2, 2016
|
$
|
3,749
|
|
|
$
|
9,351
|
|
|
$
|
13,100
|
|
Charged to expenses
|
3,650
|
|
|
19,820
|
|
|
23,470
|
|
|||
Deductions and write-offs
|
(381
|
)
|
|
(16,259
|
)
|
|
(16,640
|
)
|
|||
Currency translation
|
(360
|
)
|
|
(844
|
)
|
|
(1,204
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at December 31, 2016
|
$
|
6,658
|
|
|
$
|
12,068
|
|
|
$
|
18,726
|
|
Charged to expenses
|
6,642
|
|
|
16,169
|
|
|
22,811
|
|
|||
Deductions and write-offs
|
(632
|
)
|
|
(18,264
|
)
|
|
(18,896
|
)
|
|||
Currency translation
|
904
|
|
|
2,551
|
|
|
3,455
|
|
|||
|
|
|
|
|
|
||||||
Balance at December 30, 2017
|
$
|
13,572
|
|
|
$
|
12,524
|
|
|
$
|
26,096
|
|
Charged to expenses
|
15,813
|
|
|
13,487
|
|
|
29,300
|
|
|||
Deductions and write-offs
|
(8,893
|
)
|
|
(12,959
|
)
|
|
(21,852
|
)
|
|||
Currency translation
|
(430
|
)
|
|
(510
|
)
|
|
(940
|
)
|
|||
|
|
|
|
|
|
||||||
Balance at December 29, 2018
|
$
|
20,062
|
|
|
$
|
12,542
|
|
|
$
|
32,604
|
|
|
|
(1)
|
The balances presented herein reflect the prior year reclassification from the “Accounts Receivable” line as disclosed in Note, “Basis of Presentation.”
|
(8)
|
Inventories
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Raw materials
|
$
|
107,300
|
|
|
$
|
129,287
|
|
Work in process
|
182,966
|
|
|
226,659
|
|
||
Finished goods
|
1,764,192
|
|
|
1,519,044
|
|
||
|
$
|
2,054,458
|
|
|
$
|
1,874,990
|
|
(9)
|
Property, Net
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Land
|
$
|
44,980
|
|
|
$
|
45,882
|
|
Buildings and improvements
|
500,366
|
|
|
486,893
|
|
||
Machinery and equipment
|
1,095,413
|
|
|
1,063,661
|
|
||
Construction in progress
|
34,643
|
|
|
33,922
|
|
||
Capital leases
|
2,123
|
|
|
7,133
|
|
||
|
1,677,525
|
|
|
1,637,491
|
|
||
Less accumulated depreciation
|
1,069,837
|
|
|
1,013,500
|
|
||
Property, net
|
$
|
607,688
|
|
|
$
|
623,991
|
|
(10)
|
Notes Payable
|
|
Interest
Rate as of December 29, 2018 |
|
Principal Amount
|
||||||
December 29,
2018 |
|
December 30,
2017 |
|||||||
Europe
|
Various
|
|
$
|
5,824
|
|
|
$
|
10,072
|
|
Philippines
|
—%
|
|
—
|
|
|
1,801
|
|
||
|
|
|
$
|
5,824
|
|
|
$
|
11,873
|
|
(11)
|
Debt
|
|
Interest
Rate as of December 29, 2018 |
|
Principal Amount
|
|
|
||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
Maturity Date
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
||||
Revolving Loan Facility
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 2022
|
Term Loan A
|
3.87%
|
|
721,875
|
|
|
750,000
|
|
|
December 2022
|
||
Term Loan B
|
4.10%
|
|
496,250
|
|
|
500,000
|
|
|
December 2024
|
||
Australian Term A-1
|
3.42%
|
|
122,968
|
|
|
135,826
|
|
|
July 2019
|
||
Australian Revolving Loan Facility
|
2.30%
|
|
21,118
|
|
|
—
|
|
|
July 2021
|
||
4.875% Senior Notes
|
4.88%
|
|
900,000
|
|
|
900,000
|
|
|
May 2026
|
||
4.625% Senior Notes
|
4.63%
|
|
900,000
|
|
|
900,000
|
|
|
May 2024
|
||
3.5% Senior Notes
|
3.50%
|
|
572,213
|
|
|
599,649
|
|
|
June 2024
|
||
European Revolving Loan Facility
|
1.50%
|
|
113,520
|
|
|
81,539
|
|
|
September 2019
|
||
Accounts Receivable Securitization Facility
|
3.36%
|
|
161,608
|
|
|
125,209
|
|
|
March 2019
|
||
Other International Debt
|
Various
|
|
1
|
|
|
1,044
|
|
|
Various
|
||
|
|
|
4,009,553
|
|
|
3,993,267
|
|
|
|
||
Less long-term debt issuance costs
|
|
|
34,774
|
|
|
41,624
|
|
|
|
||
Less current maturities
(1)
|
|
|
440,596
|
|
|
249,589
|
|
|
|
||
|
|
|
$
|
3,534,183
|
|
|
$
|
3,702,054
|
|
|
|
|
|
(1)
|
Current maturities excludes
$12
of short-term debt issuance costs.
|
•
|
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 29, 2018:
|
|
|
|
|
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks and brand names
|
$
|
35,818
|
|
|
$
|
26,218
|
|
|
$
|
9,600
|
|
Licensing agreements
|
102,929
|
|
|
50,222
|
|
|
52,707
|
|
|||
Customer and distributor relationships
|
166,176
|
|
|
56,923
|
|
|
109,253
|
|
|||
Computer software
|
125,319
|
|
|
90,203
|
|
|
35,116
|
|
|||
Other intangibles
|
3,343
|
|
|
1,670
|
|
|
1,673
|
|
|||
|
$
|
433,585
|
|
|
$
|
225,236
|
|
|
208,349
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
|
|
1,312,202
|
|
|||||
Perpetual licensing agreements and other
|
|
|
|
|
34,830
|
|
|||||
Net book value of intangible assets
|
|
|
|
|
$
|
1,555,381
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net Book
Value |
||||||
Year ended December 30, 2017:
|
|
|
|
|
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks and brand names
|
$
|
35,498
|
|
|
$
|
24,694
|
|
|
$
|
10,804
|
|
Licensing agreements
|
103,366
|
|
|
42,218
|
|
|
61,148
|
|
|||
Customer and distributor relationships
|
172,820
|
|
|
42,010
|
|
|
130,810
|
|
|||
Computer software
|
116,273
|
|
|
83,390
|
|
|
32,883
|
|
|||
Other intangibles
|
2,131
|
|
|
397
|
|
|
1,734
|
|
|||
|
$
|
430,088
|
|
|
$
|
192,709
|
|
|
237,379
|
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
|
|
1,089,742
|
|
|||||
Perpetual licensing agreements and other
|
|
|
|
|
75,736
|
|
|||||
Net book value of intangible assets
|
|
|
|
|
$
|
1,402,857
|
|
|
Innerwear
|
|
Activewear
|
|
International
|
|
Other
|
|
Total
|
||||||||||
Net book value at December 31, 2016
|
$
|
431,561
|
|
|
$
|
291,443
|
|
|
$
|
372,312
|
|
|
$
|
3,224
|
|
|
$
|
1,098,540
|
|
Acquisition of businesses
|
—
|
|
|
25,248
|
|
|
3,351
|
|
|
—
|
|
|
28,599
|
|
|||||
Segment change
|
(24,708
|
)
|
|
259
|
|
|
—
|
|
|
24,449
|
|
|
—
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
39,868
|
|
|
—
|
|
|
39,868
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net book value at December 30, 2017
|
$
|
406,853
|
|
|
$
|
316,950
|
|
|
$
|
415,531
|
|
|
$
|
27,673
|
|
|
$
|
1,167,007
|
|
Acquisition of businesses
|
—
|
|
|
(566
|
)
|
|
111,611
|
|
|
—
|
|
|
111,045
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
(36,325
|
)
|
|
—
|
|
|
(36,325
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net book value at December 29, 2018
|
$
|
406,853
|
|
|
$
|
316,384
|
|
|
$
|
490,817
|
|
|
$
|
27,673
|
|
|
$
|
1,241,727
|
|
(14)
|
Accumulated Other Comprehensive Loss
|
|
Cumulative Translation Adjustment
|
|
Hedges
|
|
Defined Benefit Plans
|
|
Income Taxes
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2016
|
$
|
(78,059
|
)
|
|
$
|
13,772
|
|
|
$
|
(606,583
|
)
|
|
$
|
234,879
|
|
|
$
|
(435,991
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1,825
|
)
|
|
19,062
|
|
|
(7,095
|
)
|
|
10,142
|
|
|||||
Current-period other comprehensive income (loss) activity
|
34,554
|
|
|
(37,408
|
)
|
|
(26,479
|
)
|
|
15,976
|
|
|
(13,357
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 30, 2017
|
$
|
(43,505
|
)
|
|
$
|
(25,461
|
)
|
|
$
|
(614,000
|
)
|
|
$
|
243,760
|
|
|
$
|
(439,206
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
9,836
|
|
|
19,693
|
|
|
(7,552
|
)
|
|
21,977
|
|
|||||
Current-period other comprehensive income (loss) activity
|
(113,555
|
)
|
|
37,439
|
|
|
(1,000
|
)
|
|
(8,597
|
)
|
|
(85,713
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 29, 2018
|
$
|
(157,060
|
)
|
|
$
|
21,814
|
|
|
$
|
(595,307
|
)
|
|
$
|
227,611
|
|
|
$
|
(502,942
|
)
|
Component of AOCI
|
|
Location of Reclassification into Income
|
|
Amount of Reclassification from AOCI
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||||||||
Gain (loss) on foreign exchange contracts
|
|
Cost of sales
|
|
$
|
9,836
|
|
|
$
|
(1,825
|
)
|
|
$
|
(3,966
|
)
|
|
|
Income tax
|
|
(2,038
|
)
|
|
225
|
|
|
1,543
|
|
|||
|
|
Net of tax
|
|
$
|
7,798
|
|
|
$
|
(1,600
|
)
|
|
$
|
(2,423
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of deferred actuarial loss and prior service cost
|
|
Selling, general and administrative expenses
|
|
$
|
19,693
|
|
|
$
|
19,062
|
|
|
$
|
17,116
|
|
|
|
Income tax
|
|
(5,514
|
)
|
|
(7,320
|
)
|
|
(6,573
|
)
|
|||
|
|
Net of tax
|
|
$
|
14,179
|
|
|
$
|
11,742
|
|
|
$
|
10,543
|
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications
|
|
|
|
$
|
21,977
|
|
|
$
|
10,142
|
|
|
$
|
8,120
|
|
(15)
|
Financial Instruments and Risk Management
|
|
|
|
Fair Value
|
||||||
|
Balance Sheet Location
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Hedges
|
Other current assets
|
|
$
|
18,381
|
|
|
$
|
1,464
|
|
Non-hedges
|
Other current assets
|
|
12,410
|
|
|
136
|
|
||
Total derivative assets
|
|
|
$
|
30,791
|
|
|
$
|
1,600
|
|
|
|
|
|
|
|
||||
Hedges
|
Accrued liabilities
|
|
$
|
(286
|
)
|
|
$
|
(14,750
|
)
|
Non-hedges
|
Accrued liabilities
|
|
(114
|
)
|
|
(7,818
|
)
|
||
Total derivative liabilities
|
|
|
$
|
(400
|
)
|
|
$
|
(22,568
|
)
|
|
|
|
|
|
|
||||
Net derivative asset (liability)
|
|
|
$
|
30,391
|
|
|
$
|
(20,968
|
)
|
|
Amount of Gain (Loss) Recognized in
Accumulated Other Comprehensive Loss (Effective Portion) Year Ended |
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Foreign exchange contracts
|
$
|
37,439
|
|
|
$
|
(37,408
|
)
|
|
$
|
10,995
|
|
|
Location of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Loss into Income (Effective Portion) |
|
Amount of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Loss into Income (Effective Portion) Year Ended |
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||||
Foreign exchange contracts
|
Cost of sales
|
|
$
|
(9,836
|
)
|
|
$
|
1,825
|
|
|
$
|
3,966
|
|
|
Location of Gain Recognized in Income
on Derivatives |
|
Amount of Gain Recognized in
Income Year Ended |
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||||
Foreign exchange contracts
|
Selling, general and
administrative expenses |
|
$
|
726
|
|
|
$
|
114
|
|
|
$
|
12,222
|
|
(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 29, 2018 |
||||||||||||
|
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:
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
$
|
138,356
|
|
|
$
|
138,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity securities
|
29,345
|
|
|
29,345
|
|
|
—
|
|
|
—
|
|
||||
Debt securities
|
52,896
|
|
|
52,896
|
|
|
—
|
|
|
—
|
|
||||
Cash and other
|
6,286
|
|
|
6,286
|
|
|
—
|
|
|
—
|
|
||||
Insurance contracts
|
1,474
|
|
|
—
|
|
|
1,474
|
|
|
—
|
|
||||
Total plan assets in the fair value hierarchy
|
228,357
|
|
|
226,883
|
|
|
1,474
|
|
|
—
|
|
||||
Plan assets measured at net asset value:
(1)
|
|
|
|
|
|
|
|
||||||||
Hedge fund of funds
|
311,730
|
|
|
|
|
|
|
|
|||||||
Foreign equity securities
|
84,698
|
|
|
|
|
|
|
|
|||||||
Debt securities
|
101,910
|
|
|
|
|
|
|
|
|||||||
Real estate
|
43,998
|
|
|
|
|
|
|
|
|||||||
Commodities
|
15,919
|
|
|
|
|
|
|
|
|||||||
Total plan assets measured at net asset value
|
558,255
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
786,612
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Derivative contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative contracts - assets
|
30,791
|
|
|
—
|
|
|
30,791
|
|
|
—
|
|
||||
Foreign exchange derivative contracts - liabilities
|
(400
|
)
|
|
—
|
|
|
(400
|
)
|
|
—
|
|
||||
|
30,391
|
|
|
—
|
|
|
30,391
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan liability
|
(39,542
|
)
|
|
—
|
|
|
(39,542
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
777,461
|
|
|
$
|
226,883
|
|
|
$
|
(7,677
|
)
|
|
$
|
—
|
|
|
|
(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
December 30, 2017 |
||||||||||||
|
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:
|
|
|
|
|
|
|
|
||||||||
U.S. equity securities
|
$
|
172,558
|
|
|
$
|
172,558
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity securities
|
40,920
|
|
|
40,920
|
|
|
—
|
|
|
—
|
|
||||
Debt securities
|
52,331
|
|
|
52,331
|
|
|
—
|
|
|
—
|
|
||||
Cash and other
|
2,595
|
|
|
2,595
|
|
|
—
|
|
|
—
|
|
||||
Insurance contracts
|
2,194
|
|
|
—
|
|
|
2,194
|
|
|
—
|
|
||||
Total plan assets in the fair value hierarchy
|
270,598
|
|
|
268,404
|
|
|
2,194
|
|
|
—
|
|
||||
Plan assets measured at net asset value:
(1)
|
|
|
|
|
|
|
|
||||||||
Hedge fund of funds
|
328,511
|
|
|
|
|
|
|
|
|||||||
Foreign equity securities
|
109,525
|
|
|
|
|
|
|
|
|||||||
Debt securities
|
102,531
|
|
|
|
|
|
|
|
|||||||
Real estate
|
42,996
|
|
|
|
|
|
|
|
|||||||
Commodities
|
18,525
|
|
|
|
|
|
|
|
|||||||
Total plan assets measured at net asset value
|
602,088
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
872,686
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Derivative contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivative contracts - assets
|
1,600
|
|
|
—
|
|
|
1,600
|
|
|
—
|
|
||||
Foreign exchange derivative contracts - liabilities
|
(22,568
|
)
|
|
—
|
|
|
(22,568
|
)
|
|
—
|
|
||||
|
(20,968
|
)
|
|
—
|
|
|
(20,968
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan liability
|
(52,758
|
)
|
|
—
|
|
|
(52,758
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
798,960
|
|
|
$
|
268,404
|
|
|
$
|
(71,532
|
)
|
|
$
|
—
|
|
|
|
(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 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Service cost
|
$
|
2,776
|
|
|
$
|
2,216
|
|
|
$
|
1,856
|
|
Interest cost
|
40,208
|
|
|
40,830
|
|
|
42,061
|
|
|||
Expected return on assets
|
(45,280
|
)
|
|
(41,780
|
)
|
|
(47,621
|
)
|
|||
Curtailments
|
(186
|
)
|
|
154
|
|
|
(489
|
)
|
|||
Settlement cost
|
42
|
|
|
23
|
|
|
115
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Prior service cost
|
(6
|
)
|
|
9
|
|
|
9
|
|
|||
Net actuarial loss
|
19,699
|
|
|
19,053
|
|
|
17,052
|
|
|||
Net periodic benefit cost
|
$
|
17,253
|
|
|
$
|
20,505
|
|
|
$
|
12,983
|
|
|
|
|
|
|
|
||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss
|
|
|
|
|
|
||||||
Net (gain) loss
|
$
|
(20,965
|
)
|
|
$
|
15,186
|
|
|
$
|
41,921
|
|
Prior service credit (cost)
|
6
|
|
|
(380
|
)
|
|
(9
|
)
|
|||
Total (gain) loss recognized in other comprehensive income
|
(20,959
|
)
|
|
14,806
|
|
|
41,912
|
|
|||
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
(3,706
|
)
|
|
$
|
35,311
|
|
|
$
|
54,895
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Benefit obligation:
|
|
|
|
||||
Beginning of year
|
$
|
1,277,722
|
|
|
$
|
1,197,189
|
|
Service cost
|
2,776
|
|
|
2,216
|
|
||
Interest cost
|
40,208
|
|
|
40,830
|
|
||
Plan amendment
|
—
|
|
|
(370
|
)
|
||
Benefits paid
|
(59,808
|
)
|
|
(57,464
|
)
|
||
Curtailments
|
(186
|
)
|
|
187
|
|
||
Settlements
|
(878
|
)
|
|
(688
|
)
|
||
Impact of exchange rate change
|
(4,621
|
)
|
|
9,453
|
|
||
Actuarial (gain) loss
|
(92,156
|
)
|
|
86,414
|
|
||
Other
|
1,461
|
|
|
(45
|
)
|
||
End of year
|
1,164,518
|
|
|
1,277,722
|
|
||
|
|
|
|
||||
Fair value of plan assets:
|
|
|
|
||||
Beginning of year
|
872,686
|
|
|
827,169
|
|
||
Actual return (loss) on plan assets
|
(46,370
|
)
|
|
94,957
|
|
||
Employer contributions
|
23,176
|
|
|
6,376
|
|
||
Benefits paid
|
(59,808
|
)
|
|
(57,464
|
)
|
||
Settlements
|
(878
|
)
|
|
(688
|
)
|
||
Impact of exchange rate change
|
(2,176
|
)
|
|
2,381
|
|
||
Other
|
(18
|
)
|
|
(45
|
)
|
||
End of year
|
786,612
|
|
|
872,686
|
|
||
Funded status
|
$
|
(377,906
|
)
|
|
$
|
(405,036
|
)
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Benefit obligation
|
$
|
1,164,518
|
|
|
$
|
1,277,722
|
|
Plans with benefit obligation in excess of plan assets:
|
|
|
|
||||
Benefit obligation
|
1,136,559
|
|
|
1,245,844
|
|
||
Fair value of plan assets
|
760,155
|
|
|
842,168
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Current liabilities
|
$
|
(3,765
|
)
|
|
$
|
(3,663
|
)
|
Noncurrent liabilities
|
(374,615
|
)
|
|
(401,749
|
)
|
||
Accumulated other comprehensive loss
|
(597,457
|
)
|
|
(618,416
|
)
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Prior service cost
|
$
|
(157
|
)
|
|
$
|
(163
|
)
|
Actuarial loss
|
597,614
|
|
|
618,579
|
|
||
|
$
|
597,457
|
|
|
$
|
618,416
|
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Net periodic benefit cost:
|
|
|
|
|
|
|||
Discount rate
|
3.60
|
%
|
|
4.15
|
%
|
|
4.43
|
%
|
Long-term rate of return on plan assets
|
5.32
|
|
|
5.21
|
|
|
5.80
|
|
Rate of compensation increase
(1)
|
4.40
|
|
|
3.84
|
|
|
3.51
|
|
|
|
|
|
|
|
|||
Plan obligations:
|
|
|
|
|
|
|||
Discount rate
|
4.24
|
%
|
|
3.60
|
%
|
|
4.15
|
%
|
Rate of compensation increase
(1)
|
4.40
|
|
|
4.40
|
|
|
3.84
|
|
|
|
(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 29, 2018
,
December 30, 2017
and
December 31, 2016
.
|
|
December 29,
2018 |
|
December 30,
2017 |
||
Asset category:
|
|
|
|
||
Hedge fund of funds
|
40
|
%
|
|
38
|
%
|
Debt securities
|
20
|
|
|
18
|
|
U.S. equity securities
|
18
|
|
|
20
|
|
Foreign equity securities
|
14
|
|
|
17
|
|
Real estate
|
6
|
|
|
5
|
|
Commodities
|
2
|
|
|
2
|
|
Insurance contracts
|
—
|
|
|
—
|
|
Cash and other
|
—
|
|
|
—
|
|
(18)
|
Income Taxes
|
|
Years Ended
|
|||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
|||
Income before income tax expense:
|
|
|
|
|
|
|||
Domestic
|
(9.4
|
)%
|
|
(6.6
|
)%
|
|
(10.2
|
)%
|
Foreign
|
109.4
|
|
|
106.6
|
|
|
110.2
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|||
Tax expense at U.S. statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax
|
(0.3
|
)
|
|
0.2
|
|
|
(0.7
|
)
|
Tax on actual and planned remittances of foreign earnings
|
9.8
|
|
|
0.5
|
|
|
9.9
|
|
Tax on foreign earnings due to U.S. tax reform including measurement period adjustments
|
(0.5
|
)
|
|
67.0
|
|
|
N/A
|
|
Revaluation of net deferred tax assets due to U.S. tax reform including measurement period adjustments
|
(1.2
|
)
|
|
14.3
|
|
|
N/A
|
|
Tax on foreign earnings (U.S. tax reform - GILTI and FDII)
|
2.3
|
|
|
N/A
|
|
|
N/A
|
|
Foreign taxes less than U.S. statutory rate
|
(12.6
|
)
|
|
(27.4
|
)
|
|
(38.5
|
)
|
Statutory stock deduction
|
(17.2
|
)
|
|
N/A
|
|
|
N/A
|
|
Employee benefits
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
Change in valuation allowance due to statutory stock deduction
|
17.2
|
|
|
—
|
|
|
—
|
|
Other changes in valuation allowance
|
(3.9
|
)
|
|
0.1
|
|
|
1.2
|
|
Increase in unrecognized tax benefits
|
0.5
|
|
|
1.8
|
|
|
0.6
|
|
Release of unrecognized tax benefit reserves
|
—
|
|
|
(0.9
|
)
|
|
(0.4
|
)
|
State tax rate change
|
0.4
|
|
|
0.1
|
|
|
0.6
|
|
Federal and state provision to return
|
(0.4
|
)
|
|
(2.6
|
)
|
|
(0.7
|
)
|
Other, net
|
(0.5
|
)
|
|
0.2
|
|
|
(0.3
|
)
|
Taxes at effective worldwide tax rates
|
14.5
|
%
|
|
88.1
|
%
|
|
6.0
|
%
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year ended December 29, 2018
|
|
|
|
|
|
||||||
Domestic
|
$
|
(22,498
|
)
|
|
$
|
57,378
|
|
|
$
|
34,880
|
|
Foreign
|
86,880
|
|
|
(42,446
|
)
|
|
44,434
|
|
|||
State
|
7,269
|
|
|
7,214
|
|
|
14,483
|
|
|||
|
$
|
71,651
|
|
|
$
|
22,146
|
|
|
$
|
93,797
|
|
|
|
|
|
|
|
||||||
Year ended December 30, 2017
|
|
|
|
|
|
||||||
Domestic
|
$
|
154,751
|
|
|
$
|
260,393
|
|
|
$
|
415,144
|
|
Foreign
|
10,603
|
|
|
(15,098
|
)
|
|
(4,495
|
)
|
|||
State
|
68,857
|
|
|
(6,227
|
)
|
|
62,630
|
|
|||
|
$
|
234,211
|
|
|
$
|
239,068
|
|
|
$
|
473,279
|
|
|
|
|
|
|
|
||||||
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
|
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Cash payments for income taxes
|
$
|
94,556
|
|
|
$
|
57,882
|
|
|
$
|
39,655
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Deferred tax assets:
|
|
|
|
||||
Nondeductible reserves
|
$
|
3,388
|
|
|
$
|
1,859
|
|
Inventories
|
61,956
|
|
|
57,857
|
|
||
Property and equipment
|
—
|
|
|
—
|
|
||
Bad debt allowance
|
8,671
|
|
|
7,363
|
|
||
Accrued expenses
|
18,975
|
|
|
14,399
|
|
||
Employee benefits
|
121,133
|
|
|
143,970
|
|
||
Tax credits
|
12,768
|
|
|
10,140
|
|
||
Net operating loss and other tax carryforwards
|
261,751
|
|
|
142,064
|
|
||
Derivatives
|
—
|
|
|
3,305
|
|
||
Other
|
11,466
|
|
|
17,305
|
|
||
Gross deferred tax assets
|
500,108
|
|
|
398,262
|
|
||
Less valuation allowances
|
(179,599
|
)
|
|
(72,602
|
)
|
||
Deferred tax assets
|
320,509
|
|
|
325,660
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
2,943
|
|
|
4,455
|
|
||
Derivatives
|
1,101
|
|
|
—
|
|
||
Accrued tax on unremitted foreign earnings
|
55,728
|
|
|
—
|
|
||
Intangibles
|
94,700
|
|
|
120,033
|
|
||
Prepaids
|
2,742
|
|
|
3,932
|
|
||
Deferred tax liabilities
|
157,214
|
|
|
128,420
|
|
||
Net deferred tax assets
|
$
|
163,295
|
|
|
$
|
197,240
|
|
January 2, 2016
|
$
|
61,358
|
|
Charge to expenses
|
6,859
|
|
|
Charged to other accounts
(1)
|
(766
|
)
|
|
December 31, 2016
|
$
|
67,451
|
|
Charge to expenses
|
729
|
|
|
Charged to other accounts
(1)
|
4,422
|
|
|
December 30, 2017
|
$
|
72,602
|
|
Charge to expenses
|
52,135
|
|
|
Charged to other accounts
(1)
|
20,819
|
|
|
Charged to retained earnings upon adoption of ASU 2016-16
(2)
|
34,043
|
|
|
December 29, 2018
|
$
|
179,599
|
|
|
|
(1)
|
Charges to other accounts include the effects of foreign currency translation and purchase accounting adjustments.
|
(2)
|
The Company adopted ASU 2016-16 on December 31, 2017 using the modified retrospective method, however there was no net cumulative-effect adjustment recorded to retained earnings as of that date. Upon adoption, the Company recognized additional net deferred tax assets of
$34,043
and a corresponding increase in valuation allowance against these additional deferred tax assets as these deferred tax assets are not considered to be more likely than not realizable.
|
Balance at December 31, 2016 (gross balance of $20,688)
|
$
|
19,696
|
|
Additions based on tax positions related to the current year
|
7,902
|
|
|
Additions for tax positions of prior years
|
36
|
|
|
Reductions for tax positions of prior years
|
(3,602
|
)
|
|
|
|
||
Balance at December 30, 2017 (gross balance of $26,175)
|
$
|
24,032
|
|
Additions based on tax positions related to the current year
|
2,877
|
|
|
Additions for tax positions of prior years
|
430
|
|
|
Additions based on tax positions related to the acquisition of Bras N Things
|
10,911
|
|
|
Settlements
|
(542
|
)
|
|
Reductions for tax positions of prior years
|
(3,096
|
)
|
|
|
|
||
Balance at December 29, 2018 (gross balance of $35,645)
|
$
|
34,612
|
|
(19)
|
Stockholders’ Equity
|
(20)
|
Discontinued Operations
|
|
Years Ended
|
||||||
|
December 30,
2017 |
|
December 31,
2016 |
||||
Net sales
|
$
|
6,865
|
|
|
$
|
34,698
|
|
Cost of sales
|
4,507
|
|
|
22,554
|
|
||
Gross profit
|
2,358
|
|
|
12,144
|
|
||
Selling, general and administrative expenses
|
3,729
|
|
|
8,632
|
|
||
Operating profit (loss)
|
(1,371
|
)
|
|
3,512
|
|
||
Other expenses
|
303
|
|
|
1,106
|
|
||
Net loss on disposal of business
|
242
|
|
|
—
|
|
||
Income (loss) from discontinued operations before income tax expense
|
(1,916
|
)
|
|
2,406
|
|
||
Income tax expense (benefit)
|
181
|
|
|
(49
|
)
|
||
Net income (loss) from discontinued operations, net of tax
|
$
|
(2,097
|
)
|
|
$
|
2,455
|
|
(21)
|
Business Segment Information
|
•
|
Innerwear includes sales of basic branded apparel products that are replenishment in nature under the product categories of men’s underwear, women’s panties, children’s underwear and socks, and intimate apparel, which includes bras and shapewear.
|
•
|
Activewear includes sales of 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.
|
•
|
International includes sales of products in all of the Company’s categories outside the United States, primarily in Europe, Australia, Asia, Latin America and Canada.
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Net sales:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
2,379,675
|
|
|
$
|
2,462,876
|
|
|
$
|
2,543,717
|
|
Activewear
|
1,792,280
|
|
|
1,654,278
|
|
|
1,601,108
|
|
|||
International
|
2,344,115
|
|
|
2,054,664
|
|
|
1,531,913
|
|
|||
Other
|
287,885
|
|
|
299,592
|
|
|
351,461
|
|
|||
Total net sales
|
$
|
6,803,955
|
|
|
$
|
6,471,410
|
|
|
$
|
6,028,199
|
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Segment operating profit:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
526,831
|
|
|
$
|
580,879
|
|
|
$
|
615,202
|
|
Activewear
|
267,428
|
|
|
264,975
|
|
|
264,955
|
|
|||
International
|
351,769
|
|
|
268,367
|
|
|
188,966
|
|
|||
Other
|
25,348
|
|
|
31,540
|
|
|
41,293
|
|
|||
Total segment operating profit
|
1,171,376
|
|
|
1,145,761
|
|
|
1,110,416
|
|
|||
Items not included in segment operating profit:
|
|
|
|
|
|
||||||
General corporate expenses
|
(186,790
|
)
|
|
(175,615
|
)
|
|
(159,728
|
)
|
|||
Acquisition, integration and other action-related charges
|
(80,198
|
)
|
|
(190,904
|
)
|
|
(138,519
|
)
|
|||
Amortization of intangibles
|
(36,437
|
)
|
|
(34,892
|
)
|
|
(22,118
|
)
|
|||
Total operating profit
|
867,951
|
|
|
744,350
|
|
|
790,051
|
|
|||
Other expenses
|
(26,395
|
)
|
|
(32,645
|
)
|
|
(66,160
|
)
|
|||
Interest expense, net
|
(194,675
|
)
|
|
(174,435
|
)
|
|
(152,692
|
)
|
|||
Income from continuing operations before income tax expense
|
$
|
646,881
|
|
|
$
|
537,270
|
|
|
$
|
571,199
|
|
|
December 29,
2018 |
|
December 30,
2017 |
||||
Assets:
|
|
|
|
||||
Innerwear
|
$
|
1,483,732
|
|
|
$
|
1,578,023
|
|
Activewear
|
1,068,927
|
|
|
872,132
|
|
||
International
|
1,259,715
|
|
|
1,275,838
|
|
||
Other
|
143,911
|
|
|
151,980
|
|
||
|
3,956,285
|
|
|
3,877,973
|
|
||
Corporate
(1)
|
3,299,673
|
|
|
3,016,802
|
|
||
Total assets
|
$
|
7,255,958
|
|
|
$
|
6,894,775
|
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
33,348
|
|
|
$
|
32,000
|
|
|
$
|
36,591
|
|
Activewear
|
18,768
|
|
|
19,485
|
|
|
19,196
|
|
|||
International
|
37,642
|
|
|
30,219
|
|
|
18,694
|
|
|||
Other
|
5,601
|
|
|
5,891
|
|
|
6,576
|
|
|||
|
95,359
|
|
|
87,595
|
|
|
81,057
|
|
|||
Corporate
|
36,437
|
|
|
34,892
|
|
|
22,118
|
|
|||
Total depreciation and amortization expense
|
$
|
131,796
|
|
|
$
|
122,487
|
|
|
$
|
103,175
|
|
|
Years Ended
|
||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||
Additions to property, plant and equipment:
|
|
|
|
|
|
||||||
Innerwear
|
$
|
20,459
|
|
|
$
|
21,427
|
|
|
$
|
28,078
|
|
Activewear
|
16,024
|
|
|
11,263
|
|
|
11,518
|
|
|||
International
|
33,632
|
|
|
31,127
|
|
|
23,520
|
|
|||
Other
|
3,221
|
|
|
3,455
|
|
|
4,353
|
|
|||
|
73,336
|
|
|
67,272
|
|
|
67,469
|
|
|||
Corporate
|
12,957
|
|
|
19,736
|
|
|
15,930
|
|
|||
Total additions to long-lived assets
|
$
|
86,293
|
|
|
$
|
87,008
|
|
|
$
|
83,399
|
|
|
|
(1)
|
Principally cash and equivalents, certain fixed assets, net deferred tax assets, goodwill, trademarks and other identifiable intangibles, and certain other noncurrent assets.
|
(22)
|
Geographic Area Information
|
|
Years Ended or at
|
||||||||||||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 31,
2016 |
||||||||||||||||||
|
Sales
|
|
Property, Net
|
|
Sales
|
|
Property, Net
|
|
Sales
|
|
Property, Net
|
||||||||||||
Americas
|
$
|
4,658,346
|
|
|
$
|
402,370
|
|
|
$
|
4,620,931
|
|
|
$
|
413,900
|
|
|
$
|
4,693,494
|
|
|
$
|
411,712
|
|
Asia Pacific
|
1,129,605
|
|
|
104,305
|
|
|
909,539
|
|
|
102,430
|
|
|
540,917
|
|
|
184,271
|
|
||||||
Europe
|
987,016
|
|
|
99,835
|
|
|
914,415
|
|
|
105,825
|
|
|
769,538
|
|
|
94,662
|
|
||||||
Other
|
28,988
|
|
|
1,178
|
|
|
26,525
|
|
|
1,836
|
|
|
24,250
|
|
|
1,819
|
|
||||||
|
$
|
6,803,955
|
|
|
$
|
607,688
|
|
|
$
|
6,471,410
|
|
|
$
|
623,991
|
|
|
$
|
6,028,199
|
|
|
$
|
692,464
|
|
(23)
|
Quarterly Financial Data (Unaudited)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,471,504
|
|
|
$
|
1,715,443
|
|
|
$
|
1,848,707
|
|
|
$
|
1,768,301
|
|
|
$
|
6,803,955
|
|
Gross profit
|
578,921
|
|
|
659,956
|
|
|
712,667
|
|
|
704,975
|
|
|
2,656,519
|
|
|||||
Income from continuing operations
|
79,409
|
|
|
140,633
|
|
|
171,421
|
|
|
161,621
|
|
|
553,084
|
|
|||||
Net income
|
79,409
|
|
|
140,633
|
|
|
171,421
|
|
|
161,621
|
|
|
553,084
|
|
|||||
Earnings per share - basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.22
|
|
|
0.39
|
|
|
0.47
|
|
|
0.44
|
|
|
1.52
|
|
|||||
Earnings per share - diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.22
|
|
|
0.39
|
|
|
0.47
|
|
|
0.44
|
|
|
1.52
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,380,355
|
|
|
$
|
1,646,610
|
|
|
$
|
1,799,270
|
|
|
$
|
1,645,175
|
|
|
$
|
6,471,410
|
|
Gross profit
|
539,531
|
|
|
645,902
|
|
|
678,457
|
|
|
626,661
|
|
|
2,490,551
|
|
|||||
Income (loss) from continuing operations
|
73,082
|
|
|
172,164
|
|
|
203,356
|
|
|
(384,611
|
)
|
|
63,991
|
|
|||||
Income (loss) from discontinued operations
|
(2,465
|
)
|
|
368
|
|
|
—
|
|
|
—
|
|
|
(2,097
|
)
|
|||||
Net income (loss)
|
70,617
|
|
|
172,532
|
|
|
203,356
|
|
|
(384,611
|
)
|
|
61,894
|
|
|||||
Earnings (loss) per share - basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.20
|
|
|
0.47
|
|
|
0.56
|
|
|
(1.06
|
)
|
|
0.17
|
|
|||||
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||||
Earnings (loss) per share - diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.19
|
|
|
0.47
|
|
|
0.55
|
|
|
(1.06
|
)
|
|
0.17
|
|
|||||
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
(a)
|
Notwithstanding the foregoing, if and to the extent that (i) Hanesbrands Switzerland becomes liable under the Indenture for obligations of any Affiliate (other than those of its direct or indirect wholly owned subsidiaries) or is otherwise obliged under the Indenture, the Notes or any of the security
|
(b)
|
In respect of any payment with respect to Restricted Obligations, Hanesbrands Switzerland shall:
|
(i)
|
if and to the extent required by applicable law in force at the relevant time, use its commercially reasonable efforts to mitigate (and cause its parent company and other relevant Affiliates to fully cooperate in any such mitigation efforts) to the extent possible any tax imposed based on the Swiss Federal Act on Withholding Tax of October 13, 1965 (
Bundesgesetz über die Verrechnungssteuer
), (the “
Swiss Withholding Tax Act
” and the “
Swiss Withholding Tax
”) to be levied on payments with respect to Restricted Obligations, in particular through the notification procedure pursuant to applicable law, and promptly notify the Trustee thereof or, if such a notification procedure is not applicable:
|
(A)
|
subject to any applicable double taxation treaty, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time) from any payments with respect to Restricted Obligations;
|
(B)
|
pay any such deduction to the Swiss Federal Tax Administration; and
|
(C)
|
notify the Trustee or the Collateral Trustee that such a deduction has been made and provide the Trustee with evidence that such a deduction has been paid to the Swiss Federal Tax Administration;
|
(ii)
|
if and to the extent such a deduction is made, not be obliged to either gross-up payments and/or indemnify the holders of the Notes in accordance with the relevant provisions of any Notes Document in relation to any such payment made by it in respect of Restricted Obligations, unless grossing-up and/or indemnifying is permitted under this section 3 and the laws of Switzerland then in force (it being understood that this shall not in any way limit any legally permitted obligations of
|
(iii)
|
use its commercially reasonable efforts to ensure that any person which is, as a result of a deduction of Swiss Withholding Tax, entitled to a full or partial refund of the Swiss Withholding Tax, shall, as soon as possible after the deduction of the Swiss Withholding Tax:
|
(A)
|
request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties); and
|
(B)
|
promptly upon receipt, pay to the Trustee, to the extent legally permitted, any amount so refunded for application as further payments with respect to Restricted Obligations.
|
(c)
|
To the extent Hanesbrands Switzerland is required to deduct Swiss Withholding Tax and if the Maximum Amount is not fully utilized, additional amounts may be enforced in respect of Restricted Obligations until the payments equate an amount so that after making any required deduction of Swiss Withholding Tax, the aggregate amount paid net of Swiss Withholding Tax is equal to the amount which would have resulted if no deduction of Swiss Withholding Tax had been required, provided that such aggregate amount (including the increased amount) shall in any event be limited to the Maximum Amount at the relevant time.
|
(d)
|
If and to the extent requested by the Trustee, acting at the direction of the requisite holders of the Notes, and if and to the extent this is from time to time required under Swiss law (restricting profit distributions), in order to allow the holders of the Notes to obtain a maximum benefit in respect of Restricted Obligations, Hanesbrands Switzerland shall promptly implement all such measures and/or promptly procure the fulfilment of all prerequisites allowing it to make the (requested) payment(s) (or to perform such other Restricted Obligations under the Notes Documents) from time to time, including the following;
|
(i)
|
preparation of an up-to-date balance sheet of Hanesbrands Switzerland;
|
(ii)
|
to the extent permitted by mandatory Swiss law, conversion of restricted reserves into profits and reserves freely available for the distribution as dividends;
|
(iii)
|
to the extent permitted by mandatory Swiss law, revaluation and/or realization of any of its assets that are shown on its balance sheet with a book value that is significantly lower than the market value of such assets, in case of realization, however, only if such assets are not necessary for Hanesbrands Switzerland's business (
betriebsnotwendig
);
|
(iv)
|
approval by a shareholders' meeting of Hanesbrands Switzerland of the (resulting) equity distribution; and
|
(v)
|
all such other measures necessary or useful to allow for payments in respect of Restricted Obligations with a minimum of limitations.
|
Vesting Date
|
Vested Percentage of RSUs Awarded
|
[DATE]
|
[ _ ]%
|
[DATE]
|
[ _ ]%
|
[DATE]
|
[ _ ]%
|
(i)
|
To the extent no provision is made in connection with the Change in Control for an Award that satisfies the requirements of Paragraph 8(d)(ii) below (a “Replacement Award”) in assumption of or substitution for this Award, if this Award is outstanding immediately prior to the Change in Control (an “Existing Award”), then, on the date of the Change in Control, all restrictions on outstanding RSUs shall lapse, and (A) shares of Stock equal to the number of vested RSUs and (B) cash in an amount equal to any associated dividend equivalents, shall be delivered to you; provided that if such payment would not be permissible under Code Section 409A, to the extent applicable, then the delivery shall be made on the earlier of: (A) the date of delivery provided in Paragraph 4 above; or (B) the date of your termination of employment with the HBI Companies, subject to a six-month delay, to the extent required by Code Section 409A.
|
(ii)
|
An Award meets the conditions of this Paragraph 8(d)(ii) (and hence qualifies as a “Replacement Award” for an Existing Award) if (A) it is an RSU, (B) it has a value at least equal to the value of the Existing Award, (C) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) following the Change in Control, (D) the Grantee holding the Existing Award is subject to U.S. federal income tax under the Code, the tax consequences to such Grantee under the Code of the Replacement Award are not less favorable to such Grantee than the tax consequences of the Existing Award, and (E) the Replacement Award’s other terms and conditions are not less favorable to such Grantee than the terms and conditions of the Existing Award (including the provisions that would apply in the event of a subsequent Change in Control and provisions with respect to dividend equivalents). Without limiting the generality of the foregoing, the Replacement Award may take the form of an assumption of the Existing Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Paragraph 8(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
|
(iii)
|
If the Grantee terminates his or her employment for Good Reason (as defined below) or the Grantee is involuntarily terminated for reasons other than for Cause (as defined below) during the period of two years after the Change in Control, all restrictions on outstanding RSUs shall lapse, and (A) shares of Stock equal to the number of vested RSUs and (B) cash in an amount equal to any associated dividend equivalents, shall be delivered to you within 30 days following such termination; provided that if such payment would not be permissible at such time under Code Section 409A, to the extent applicable, then the delivery shall be made subject to a six-month delay, to the extent required by Code Section 409A.
|
•
|
has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation or financial impropriety;
|
•
|
has willfully engaged in misconduct resulting in material harm to the Company;
|
•
|
has willfully failed to perform duties after written notice; or
|
•
|
is in willful violation of Company policies resulting in material harm to the Company.
|
•
|
The assignment to the Grantee of any duties materially inconsistent with his or her position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, or any other action by such employer which results in a diminution in such title, position, authority, duties or responsibilities thereof given to the Grantee;
|
•
|
Any material breach by such employer of a material provision of any agreement between such employer and Grantee; for example, without limitation, a reduction in Grantee’s base salary or target bonus opportunity or failure to provide incentive opportunities to the Grantee shall be deemed to be such a material breach;
|
•
|
The relocation of the Grantee’s principal place of employment to a location more than 50 miles from the Grantee’s principal place of employment immediately prior to the Change in Control or the Company requiring the Grantee to be based anywhere other than such principal place of employment (or permitted relocation thereof), except for required travel on the Company’s business to an extent substantially consistent with the Grantee’s business travel obligations immediately prior to the Change in Control; or
|
•
|
The Company terminates or materially amends, or materially restricts the Grantee’s participation in, any equity, bonus or equity-based compensation plans or qualified or supplemental retirement plans so that, when considered in the aggregate with any substitute plan or plans, the plans in which the Grantee is participating materially fail to provide him or her with a level of benefits provided in the aggregate by such plans prior to such termination or amendment.
|
17.
|
Miscellaneous
.
|
|
|
|
Grantee
|
|
Date
|
Vesting Date(s)
|
Vested Percentage of RSUs Awarded
|
[DATE]
|
[ _ ]%
|
[DATE]
|
[ _ ]%
|
[DATE]
|
[ _ ]%
|
(i)
|
To the extent no provision is made in connection with the Change in Control for an Award that satisfies the requirements of Paragraph 7(d)(ii) below (a “Replacement Award”) in assumption of or substitution for this Award, if this Award is outstanding immediately prior to the Change in Control (an “Existing Award”), then, on the date of the Change in Control all restrictions on outstanding RSUs shall lapse, and (A) shares of Stock equal to the number of vested RSUs and (B) cash in an amount equal to any associated dividend equivalents, shall be delivered to you; provided that if such payment would not be permissible under Code Section 409A, to the extent applicable, then the delivery shall be made on the earlier of: (A) the date of delivery provided in Paragraph 4 above; or (B) the date of your termination of employment with the HBI Companies, subject to a six-month delay, to the extent required by Code Section 409A.
|
(ii)
|
An Award meets the conditions of this Paragraph 7(d)(ii) (and hence qualifies as a “Replacement Award” for an Existing Award) if (A) it is an RSU, (B) it has a value at least equal to the value of the Existing Award, (C) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) following the Change in Control, (D) the Grantee holding the Existing Award is subject to U.S. federal income tax under the Code, the tax consequences to such Grantee under the Code of the Replacement Award are not less favorable to such Grantee than the tax consequences of the Existing Award, and (E) the Replacement Award’s other terms and conditions are not less favorable to such Grantee than the terms and conditions of the Existing Award (including the provisions that would apply in the event of a subsequent Change in Control and provisions with respect to dividend equivalents). Without limiting the generality of the foregoing, the Replacement Award may take the form of an assumption of the Existing Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Paragraph 7(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
|
(iii)
|
If the Grantee terminates his or her employment for Good Reason (as defined below) or the Grantee is involuntarily terminated for reasons other than for Cause (as defined below) during the period of two years after the Change in Control, all restrictions on outstanding RSUs shall lapse, and (A) shares of Stock equal to the number of vested RSUs and (B) cash in an amount equal to any associated dividend equivalents, shall be delivered to you within 30 days following such termination; provided that if such payment would not be permissible at such time under Code Section 409A, to the extent applicable, then the delivery shall be made subject to a six-month delay, to the extent required by Code Section 409A.
|
•
|
has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation or financial impropriety;
|
•
|
has willfully engaged in misconduct resulting in material harm to the Company;
|
•
|
has willfully failed to perform duties after written notice; or
|
•
|
is in willful violation of Company policies resulting in material harm to the Company.
|
•
|
The assignment to the Grantee of any duties materially inconsistent with his or her position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, or any other action by such employer which results in a diminution in such title, position, authority, duties or responsibilities thereof given to the Grantee;
|
•
|
Any material breach by such employer of a material provision of any agreement between such employer and Grantee; for example, without limitation, a reduction in Grantee’s base salary or target bonus opportunity or failure to provide incentive opportunities to the Grantee shall be deemed to be such a material breach;
|
•
|
The relocation of the Grantee's principal place of employment to a location more than 50 miles from the Grantee's principal place of employment immediately prior to the Change in Control or the Company requiring the Grantee to be based anywhere other than such principal place of employment (or permitted relocation thereof), except for required travel on the Company's business to an extent substantially consistent with the Grantee's business travel obligations immediately prior to the Change in Control; or
|
•
|
The Company terminates or materially amends, or materially restricts the Grantee’s participation in, any equity, bonus or equity-based compensation plans or qualified or supplemental retirement plans so that, when considered in the aggregate with any substitute plan or plans, the plans in which the Grantee is participating materially fail to provide him or her with a level of benefits provided in the aggregate by such plans prior to such termination or amendment.
|
|
|
|
Grantee
|
|
Date
|
Metric
|
Weighting
|
Threshold
|
Target
|
Maximum
|
[METRIC 1] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
[METRIC 2] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
[METRIC 3] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
[METRIC 4] ([% or $])
|
[%]
|
[NUMBER]
|
[NUMBER]
|
[NUMBER]
|
•
|
[METRIC 1]
will be determined by considering
[CALCULATION METHOD]
.
|
•
|
[METRIC 2]
will be determined by considering
[CALCULATION METHOD]
.
|
•
|
[METRIC 3]
will be determined by considering
[CALCULATION METHOD]
.
|
•
|
[METRIC 4]
will be determined by considering
[CALCULATION METHOD]
.
|
•
|
The Committee, in its discretion, may specify whether metrics include or exclude (or will be adjusted to include or exclude) extraordinary items, the impact of charges for restructurings or productivity initiatives, non-operating items, discontinued operations and other unusual and non-recurring items, the effects of currency fluctuations, the effects of financing activities (by way of example, without limitation, the effect on earnings per share of issuing convertible debt securities), the effects of acquisitions and acquisition expenses, the effects of divestiture and divestiture expenses, and the effects of tax or accounting changes, each determined in accordance with generally accepted accounting principles.
|
(i)
|
To the extent no provision is made in connection with the Change in Control for an Award that satisfies the requirements of Paragraph 8(d)(ii) below (a “Replacement Award”) in assumption of or substitution for this Award, if this Award is outstanding immediately prior to the Change in Control (an “Existing Award”), then, on the date of the Change in Control, (A) all applicable achievement goals set forth in Paragraph 3 will be deemed satisfied at Target level, (B) shares of Stock equal to the resulting number of PSUs shall be vested and (C) such shares of Stock and cash in an amount equal to any associated dividend equivalents, shall be delivered to you; provided that if such payment would not be permissible under Code Section 409A, to the extent applicable, then the delivery shall be made on the earlier of: (A) the date of delivery provided in Paragraph 5 above; or (B) the date of your termination of employment with the HBI Companies, subject to a six-month delay, to the extent required by Code Section 409A.
|
(ii)
|
An Award meets the conditions of this Paragraph 8(d)(ii) (and hence qualifies as a “Replacement Award” for an Existing Award) if (A) it is a PSU, (B) it has a value at least equal to the value of the Existing Award, (C) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or its “parent corporation” (as
|
(iii)
|
If the Grantee terminates his or her employment for Good Reason (as defined below) or the Grantee is involuntarily terminated for reasons other than for Cause (as defined below) during the period of two years after the Change in Control, (A) all applicable achievement goals set forth in Paragraph 3 will be deemed satisfied at Target level, (B) shares of Stock equal to the resulting number of PSUs shall be vested and (C) such shares of Stock and cash in an amount equal to any associated dividend equivalents, shall be delivered to you within 30 days following such termination; provided that if such payment would not be permissible at such time under Code Section 409A, to the extent applicable, then the delivery shall be made subject to a six-month delay, to the extent required by Code Section 409A.
|
•
|
has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation or financial impropriety;
|
•
|
has willfully engaged in misconduct resulting in material harm to the Company;
|
•
|
has willfully failed to perform duties after written notice; or
|
•
|
is in willful violation of Company policies resulting in material harm to the Company.
|
•
|
The assignment to the Grantee of any duties materially inconsistent with his or her position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, or any other action by such employer which results in a diminution in such title, position, authority, duties or responsibilities thereof given to the Grantee;
|
•
|
Any material breach by such employer of a material provision of any agreement between such employer and Grantee; for example, without limitation, a reduction in Grantee’s base salary or target bonus opportunity or failure to provide incentive opportunities to the Grantee shall be deemed to be such a material breach;
|
•
|
The relocation of the Grantee’s principal place of employment to a location more than 50 miles from the Grantee’s principal place of employment immediately prior to the Change in Control or the Company requiring the Grantee to be based anywhere other than such principal
|
•
|
The Company terminates or materially amends, or materially restricts the Grantee’s participation in, any equity, bonus or equity-based compensation plans or qualified or supplemental retirement plans so that, when considered in the aggregate with any substitute plan or plans, the plans in which the Grantee is participating materially fail to provide him or her with a level of benefits provided in the aggregate by such plans prior to such termination r amendment.
|
|
|
|
Grantee
|
|
Date
|
(a)
|
Except as provided in subsection (b) below with respect to
Long-Term Incentive Payments
, if the
Participant
fails to make an investment election with respect to a
Deferral
, the
Deferral
shall be deemed to be invested in the
Investment Fund
identified by the
Committee
.
|
(b)
|
Any
Deferral
attributable to a
Long-Term Incentive Payment
in the form of common stock, restricted or otherwise, shall automatically be deemed to be invested in the
Stock Equivalent Account;
provided that all or a portion of any such vested
Deferral
may, prior to March 1, 2019, be transferred to another
Investment Fund
at the election of the
Participant
during the election period specified by the
Committee.
|
(c)
|
Effective March 1, 2019, all deemed investments in the
Stock Equivalent Account
shall be irrevocable. On and after said date, a
Participant
may elect to transfer all or a part of his notional interest in an
Investment Fund
to the
Stock Equivalent Account
or to one or more of the other available
Investment Funds
but no transfers out of the
Stock Equivalent Account
shall be permitted. All investment transfers shall be made in accordance with procedures established by the
Committee
.”
|
“(a)
|
Investment Elections.
A
Non-Employee Director
may elect from among the
Investment Funds
for the notional investment of his
Deferral Account
from time to time in accordance with procedures established by the
Committee
and subject to the following:
|
(i)
|
With respect to
Cash Retainer
payments, if the
Non-Employee Director
fails to make an investment election with respect to a
Deferral
, the
Deferral
shall be deemed to be invested in the
Investment Fund
identified by the
Committee
.
|
(ii)
|
All
Equity Retainer
payments that are deferred at the election of the
Non-Employee Director
and all awards that are deferred automatically as described in section 5 above shall be deemed to be invested in the
Stock Equivalent Account;
provided that all or a portion of any such payments and vested awards may, prior to March 1, 2019, be transferred to another
Investment Fund
at the election of the
Non-Employee Director
during the election period specified by the
Committee
.
|
(iii)
|
Effective March 1, 2019, all deemed investments in the
Stock Equivalent Account
shall be irrevocable. On and after said date, a
Non-Employee Director
may elect to transfer all or a part of his notional interest in an
Investment Fund
to the
Stock Equivalent Account
or to one or more of the other available
Investment Funds
but no transfers out of the
Stock Equivalent Account
shall be permitted. All investment transfers shall be made in accordance with procedures established by the
Committee
.”
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Alternative Apparel, Inc.
|
Delaware
|
BA International, L.L.C.
|
Delaware
|
Caribesock, Inc.
|
Delaware
|
Caribetex, Inc.
|
Delaware
|
CASA International, LLC
|
Delaware
|
CC Products LLC
|
Delaware
|
Ceibena Del, Inc.
|
Delaware
|
Event 1 LLC
|
Delaware
|
GearCo LLC
|
Delaware
|
GFSI Holdings LLC
|
Delaware
|
GFSI LLC
|
Delaware
|
GTM Retail, Inc.
|
Kansas
|
Hanes El Pedregal Holdings LLC
|
Delaware
|
Hanes Global Holdings U.S. Inc.
|
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 International, LLC
|
Delaware
|
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
|
UPCR, Inc.
|
Delaware
|
UPEL, Inc.
|
Delaware
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Bali Dominicana Textiles, S.A.
|
Panama/DR
|
Bali Dominicana, Inc.
|
Panama/DR
|
BNT Holdco Pty Limited
|
Australia
|
Bras N Things Hong Kong Limited
|
Hong Kong
|
Bras N Things New Zealand Limited
|
New Zealand
|
Bras N Things Pty Ltd
|
Australia
|
Bras N Things South Africa (Pty) Ltd
|
South Africa
|
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 (UK) (Champion Products Europe Limited - UK Branch)
|
United Kingdom
|
Champion Athletics SRB d.o.o. Beograd (Novi Beograd) - In Liquidation
|
Serbia
|
Champion Deutschland GmbH
|
Germany
|
Champion Europe S.r.l.
|
Italy
|
Champion Europe S.r.l. Greek Branch
|
Greece
|
Champion Europe S.r.l. Italia Carpi Sucursala Bucuresti (Romanian Branch)
|
Romania
|
Champion Europe S.p.A. Sucursal en Espana (Spanish Branch)
|
Spain
|
Champion Europe Services S.r.l.
|
Italy
|
Champion International Trademarks GmbH (Champion International Trademarks S.a r.l.)
|
Switzerland
|
Champion Northern Europe (Champion Products Europe Limited - Norwegian Branch)
|
Norway
|
Champion Northern Europe, Branch (Champon Products Europe Limited - Swedish Branch)
|
Sweden
|
Champion Product SRL
|
Romania
|
Champion Products Benelux (aka Champion Products Europe Dutch Branch)
|
Netherlands
|
Champion Products Europe Limited
|
Ireland
|
Champion Products Europe Ltd. - Belgian Branch
|
Belgium
|
Champion Turkey A.S.
|
Turkey
|
Choloma, Inc.
|
Cayman Islands
|
Confecciones Atlantida S. De R.L.
|
Honduras
|
Confecciones del Valle, S. De R.L.
|
Honduras
|
Confecciones El Pedregal Inc.
|
Cayman Islands
|
Confecciones El Pedregal S.A. de C.V.
|
El Salvador
|
Confecciones Jiboa S.A. de C.V.
|
El Salvador
|
Confecciones La Caleta
|
Cayman Islands
|
Confecciones La Herradura S.A. de C.V.
|
El Salvador
|
Confecciones La Libertad, Ltda de C.V.
|
El Salvador
|
Dos Rios Enterprises, Inc.
|
Cayman Islands
|
Game 7 Athletics S.r.l.
|
Italy
|
Name of Subsidiary
|
Jurisdiction of Formation
|
GFSI Canada Company
|
Canada
|
GFSI LLC - Hong Kong Branch
|
Hong Kong
|
GFSI Southwest, S. de R.L. de C.V.
|
Mexico
|
H.N. Fibers Ltd (49%)
|
Israel
|
Hanes (Shanghai) Business Service Co., Ltd.
|
China
|
Hanes Australasia Pty Ltd
|
Australia
|
Hanes Australia Pty Ltd
|
Australia
|
Hanes Austria GmbH
|
Austria
|
Hanes Benelux BVBA/SPRL
|
Belgium
|
Hanes Benelux BVBA/SPRL - Netherlands Branch
|
Netherlands
|
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 Commercial Europe S.a r.l. Sucursal en Espana
|
Spain
|
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 Dominican, Inc.
|
Cayman Islands
|
Hanes Finance Europe S.A.S.
|
France
|
Hanes France S.A.S.
|
France
|
Hanes Germany GmbH
|
Germany
|
Hanes Global Holdings Luxembourg S.a r.l.
|
Luxembourg
|
Hanes Global Holdings Switzerland GmbH
|
Switzerland
|
Hanes Global Supply Chain Europe S.a r.l.
|
Luxembourg
|
Hanes Global Supply Chain Germany GmbH
|
Germany
|
Hanes Global Supply Chain Philippines, Inc.
|
Philippines
|
Hanes Global Supply Chain Romania SRL
|
Romania
|
Hanes Global Supply Chain Slovakia AS
|
Slovakia
|
Hanes Holdings Asia Limited
|
Hong Kong
|
Hanes Holdings Australasia Pty Ltd
|
Australia
|
Hanes Holdings Hong Kong Limited
|
Hong Kong
|
Hanes Holdings Lux S.à.r.l.
|
Luxembourg
|
Hanes Holdings UK Limited
|
United Kingdom
|
Hanes Hungary KFT
|
Hungary
|
Hanes Ink Honduras, S.A. de C.V.
|
Honduras
|
Hanes Innerwear Australia Pty Ltd
|
Australia
|
Hanes IP Bonds Australia Pty Ltd
|
Australia
|
Hanes IP Europe S.a r.l.
|
Luxembourg
|
Hanes IP Sports Australia Pty Ltd
|
Australia
|
Hanes Italy Srl
|
Italy
|
Hanes Netherlands Holdings B.V.
|
Netherlands
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Hanes New Zealand Limited
|
New Zealand
|
Hanes Operations Europe S.A.S.
|
France
|
Hanes Outsourcing Philippines Inc.
|
Philippines
|
Hanes Panama Inc.
|
Panama
|
Hanes Poland Sp z.o.o.
|
Poland
|
Hanes Portugal, Lda.
|
Portugal
|
Hanes Rus, Limited Liability Company
|
Russian Federation
|
Hanes Singapore Pte. Ltd.
|
Singapore
|
Hanes South Africa (PTY) Limited
|
South Africa
|
Hanes Switzerland GmbH
|
Switzerland
|
Hanes Technology Services Australia Pty Ltd
|
Australia
|
Hanes Trading (Shanghai) Company Ltd
|
China
|
Hanesbrands (HK) Limited
|
Hong Kong
|
Hanesbrands (Nanjing) Textile Co., Ltd.
|
China
|
Hanesbrands Apparel (Hong Kong) Limited
|
Hong Kong
|
Hanesbrands Apparel India Private Limited
|
India
|
Hanesbrands Apparel South Africa (Proprietary) Limited
|
South Africa
|
Hanesbrands Argentina S.A.
|
Argentina
|
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) Limited
|
Mauritius
|
Hanesbrands Holdings Singapore Pte. Ltd.
|
Singapore
|
Hanesbrands International (Thailand) Ltd.
|
Thailand
|
Hanesbrands Japan Inc.
|
Japan
|
Hanesbrands Luxembourg Holdings Hong Kong Limited
|
Hong Kong
|
Hanesbrands Philippines Inc.
|
Philippines
|
Hanesbrands ROH Asia Ltd.
|
Thailand
|
Hanesbrands Slovakia s.r.o.
|
Slovakia
|
Hanesbrands Spain S.A.
|
Spain
|
Hanesbrands Switzerland Holdings GmbH
|
Switzerland
|
Hanesbrands UK Ltd
|
United Kingdom
|
Hanesbrands UK Limited - Irish Branch
|
Ireland
|
Hanesbrands Vietnam Company Limited
|
Vietnam
|
Hanesbrands Vietnam Hue Company Limited
|
Vietnam
|
HBI Alpha Holdings, Inc.
|
Cayman Islands
|
HBI Australia Acquisition Co. Pty Ltd.
|
Australia
|
Name of Subsidiary
|
Jurisdiction of Formation
|
HBI Australia Holding Co. Pty Ltd.
|
Australia
|
HBI Beta Holdings, Inc.
|
Cayman Islands
|
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 International Holdings S.à r.l., Bertrange, Zurich Branch
|
Switzerland
|
HBI IP Outerwear Australia Pty Ltd
|
Australia
|
HBI Italy Acquisition Co. S.r.l.
|
Italy
|
HBI Manufacturing (Thailand) Co., Ltd.
|
Thailand
|
HBI RH Mexico, S. De R.L. de C.V.
|
Mexico
|
HBI Servicios Administrativos S. de R.L.
|
Costa Rica
|
HBI Socks de Honduras, S. de R.L. de C.V.
|
Honduras
|
HBI Sourcing Asia Limited
|
Hong Kong
|
HBI Sourcing Asia Limited - Philippine RHQ (Branch)
|
Philippines
|
HBI Uno Holdings, Inc.
|
Cayman Islands
|
Industrias El Porvenier, S. de R.L.
|
Honduras
|
Inversiones Bonaventure S.A. de C.V.
|
El Salvador
|
It’s Greek To Me, Inc. Shenzhen Representative Office
|
China
|
J.E. Morgan de Honduras, S.A.
|
Honduras
|
Jasper Honduras, S.A.
|
Honduras
|
Jasper-Salvador, S.A. de C.V.
|
El Salvador
|
Jogbra Honduras, S.A.
|
Honduras
|
Maidenform (Asia) Limited
|
British Virgin Islands
|
Maidenform (Asia) Limited - Hong Kong Branch
|
Hong Kong
|
Maidenform (Bangladesh) LLC - Bangladesh Liaison Office
|
Bangladesh
|
Maidenform (U.K.) Limited
|
United Kingdom
|
Maidenform Brands International Limited
|
Ireland
|
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
|
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
|
PT Hanes Supply Chain 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
|
Shared Apparel Services Pty Ltd
|
Australia
|
Sheridan Australia Pty Limited
|
Australia
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Sheridan N.Z. Limited
|
New Zealand
|
Sheridan U.K. Limited
|
United Kingdom
|
Socks Dominicana S.A.
|
Dominican Republic
|
Sthgirw Workwear Pty Ltd
|
Australia
|
Texlee El Salvador, Ltda. de C.V.
|
El Salvador
|
The Harwood Honduras Companies, S. de R.L.
|
Honduras
|
Tricotbest B.V. in liquidation
|
Netherlands
|
Universo Finanziaria S.p.A.
|
Italy
|
Universo Sport Immobiliare S.r.l.
|
Italy
|
VSE Verwaltungsgesellschaft mbH
|
Germany
|
Yakka (Wodonga) Pty. Ltd.
|
Australia
|
/s/ Gerald W. Evans, Jr.
|
Gerald W. Evans, Jr.
Chief Executive Officer
|
/s/ Barry A. Hytinen
|
Barry A. Hytinen
Chief Financial Officer
|
/s/ Gerald W. Evans, Jr.
|
Gerald W. Evans, Jr.
Chief Executive Officer
|
/s/ Barry A. Hytinen
|
Barry A. Hytinen
Chief Financial Officer
|