10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549FORM 10-Q

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

For the quarterly period ended October 1, 2016

or

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

For the transition period from                     to                     

Commission file number: 001-32891

Hanesbrands Inc.

(Exact name of registrant as specified in its charter)

Maryland	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)

(336) 519-8080

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of October 21, 2016, there were 377,945,180 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page
Forward-Looking Statements		1
Where You Can Find More Information		1
PART I
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Statements of Income for the quarters and nine months ended October 1, 2016 and October 3, 2015	2
	Condensed Consolidated Statements of Comprehensive Income for the quarters and nine months ended October 1, 2016 and October 3, 2015	3
	Condensed Consolidated Balance Sheets at October 1, 2016 and January 2, 2016	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended October 1, 2016 and October 3, 2015	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	33
PART II
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
Signatures		35
Index to Exhibits		E-1

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “intend,” “anticipate,” “plan,” “continue” or similar expressions. In particular, statements under the heading “Outlook” and other information appearing under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” include forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements.

Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, there can be no assurance that the expectation or belief will result or will be achieved or accomplished. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended January 2, 2016, under the caption “Risk Factors,” and available on the “Investors” section of our corporate website, www.Hanes.com/investors.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K for the year ended January 2, 2016, particularly under the caption “Risk Factors.” We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

WHERE YOU CAN FIND MORE INFORMATION

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

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

1

PART I

Item 1. Financial Statements

HANESBRANDS INC.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(unaudited)

	Quarter Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Net sales	$	1,761,019	$	1,591,038	$	4,452,890	$	4,321,992
Cost of sales	1,111,653		1,010,288		2,788,977		2,726,786
Gross profit	649,366		580,750		1,663,913		1,595,206
Selling, general and administrative expenses	421,014		372,422		1,091,946		1,158,014
Operating profit	228,352		208,328		571,967		437,192
Other expenses	1,559		718		50,533		1,930
Interest expense, net	43,433		31,356		111,539		87,263
Income from continuing operations before income tax expense	183,360		176,254		409,895		347,999
Income tax expense	10,570		14,100		28,693		38,307
Income from continuing operations	172,790		162,154		381,202		309,692
Income from discontinued operations, net of tax	1,068		—		1,068		—
Net income	$	173,858	$	162,154	$	382,270	$	309,692
Earnings per share — basic:
Continuing operations	$	0.46	$	0.41	$	1.00	$	0.77
Discontinued operations	—		—		—		—
Net income	$	0.46	$	0.41	$	1.00	$	0.77
Earnings per share — diluted:
Continuing operations	$	0.45	$	0.40	$	0.99	$	0.76
Discontinued operations	—		—		—		—
Net income	$	0.45	$	0.40	$	0.99	$	0.76

See accompanying notes to Condensed Consolidated Financial Statements.

2

HANESBRANDS INC.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Quarter Ended						Nine Months Ended
	October 1, 2016			October 3, 2015			October 1, 2016		October 3, 2015
Net income	$	173,858		$	162,154		$	382,270	$	309,692
Other comprehensive income (loss), net of tax of ($247), ($1,589), ($701) and ($5,323), respectively	(2,713		)	(15,130		)	13,691		(10,793		)
Comprehensive income	$	171,145		$	147,024		$	395,961	$	298,899

See accompanying notes to Condensed Consolidated Financial Statements.

3

HANESBRANDS INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)

	October 1, 2016			January 2, 2016
Assets
Cash and cash equivalents	$	450,213		$	319,169
Trade accounts receivable, net	961,659			680,417
Inventories	2,004,997			1,814,602
Other current assets	120,792			103,679
Current assets of discontinued operations	24,466			—
Total current assets	3,562,127			2,917,867
Property, net	718,999			650,462
Trademarks and other identifiable intangibles, net	1,347,536			700,515
Goodwill	1,142,523			834,315
Deferred tax assets	471,010			445,179
Other noncurrent assets	62,139			49,252
Total assets	$	7,304,334		$	5,597,590
Liabilities and Stockholders’ Equity
Accounts payable	$	757,720		$	672,972
Accrued liabilities	662,673			460,333
Notes payable	60,646			117,785
Accounts Receivable Securitization Facility	244,074			195,163
Current portion of long-term debt	139,362			57,656
Current liabilities of discontinued operations	8,405			—
Total current liabilities	1,872,880			1,503,909
Long-term debt	3,684,408			2,232,712
Pension and postretirement benefits	317,351			362,266
Other noncurrent liabilities	243,170			222,812
Total liabilities	6,117,809			4,321,699
Stockholders’ equity:
Preferred stock (50,000,000 authorized shares; $.01 par value)
Issued and outstanding — None	—			—
Common stock (2,000,000,000 authorized shares; $.01 par value)
Issued and outstanding — 377,928,168 and 391,652,810, respectively	3,779			3,917
Additional paid-in capital	282,932			277,569
Retained earnings	1,281,056			1,389,338
Accumulated other comprehensive loss	(381,242		)	(394,933		)
Total stockholders’ equity	1,186,525			1,275,891
Total liabilities and stockholders’ equity	$	7,304,334		$	5,597,590

See accompanying notes to Condensed Consolidated Financial Statements.

4

HANESBRANDS INC. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)
	Nine Months Ended
	October 1, 2016			October 3, 2015
Operating activities:
Net income	$	382,270		$	309,692
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization of long-lived assets	73,715			75,750
Write-off on early extinguishment of debt	12,667			—
Charges incurred for amendments of credit facilities	34,624			—
Amortization of debt issuance costs	6,401			5,222
Stock compensation expense	16,292			9,831
Deferred taxes and other	(18,938		)	(4,316		)
Changes in assets and liabilities, net of acquisition of businesses:
Accounts receivable	(200,961		)	(185,159		)
Inventories	4,557			(280,970		)
Other assets	(6,167		)	32,661
Accounts payable	(80,589		)	35,716
Accrued pension and postretirement benefits	(34,419		)	(97,330		)
Accrued liabilities and other	18,839			11,749
Net cash from operating activities	208,291			(87,154		)
Investing activities:
Purchases of property, plant and equipment	(65,439		)	(73,771		)
Proceeds from sales of assets	68,701			15,250
Acquisition of businesses, net of cash acquired	(963,127		)	(192,829		)
Net cash from investing activities	(959,865		)	(251,350		)
Financing activities:
Borrowings on notes payable	854,915			817,141
Repayments on notes payable	(943,893		)	(833,822		)
Borrowings on Accounts Receivable Securitization Facility	194,549			209,041
Repayments on Accounts Receivable Securitization Facility	(145,638		)	(161,740		)
Borrowings on Revolving Loan Facilities	2,995,442			4,056,000
Repayments on Revolving Loan Facilities	(2,992,000		)	(4,079,500		)
Borrowings on Senior Notes	2,359,347			—
Repayments on Senior Notes	(1,000,000		)	—
Borrowings on Term Loan Facilities	301,272			850,000
Repayments on Term Loan Facilities	(154,670		)	(15,772		)
Borrowings on International Debt	8,368			10,853
Repayments on International Debt	(11,186		)	(14,354		)
Cash dividends paid	(125,798		)	(121,713		)
Payments to amend and refinance credit facilities	(79,492		)	—
Share repurchases	(379,901		)	(306,094		)
Taxes paid related to net shares settlement of equity awards	(2,919		)	(53,108		)
Excess tax benefit from stock-based compensation	—			38,298
Other	1,529			(8,826		)
Net cash from financing activities	879,925			386,404
Effect of changes in foreign exchange rates on cash	2,693			(3,160		)
Change in cash and cash equivalents	131,044			44,740
Cash and cash equivalents at beginning of year	319,169			239,855
Cash and cash equivalents at end of period	$	450,213		$	284,595

See accompanying notes to Condensed Consolidated Financial Statements.

5

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

(1) Basis of Presentation

These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management believes that the disclosures made are adequate for a fair statement of the results of operations, financial condition and cash flows of Hanesbrands Inc., a Maryland corporation, and its consolidated subsidiaries (the “Company” or “Hanesbrands”). In the opinion of management, the condensed consolidated interim financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates. Three subsidiaries of the Company close on the calendar month-end, which is less than a week earlier than the Company’s consolidated quarter end. The difference in reporting of financial information for these subsidiaries did not have a material impact on the Company’s financial condition, results of operations or cash flows.

Certain prior year amounts in the notes to condensed consolidated financial statements, none of which are material, have been reclassified to conform with the current year presentation. These reclassifications had no impact on the Company’s results of operations.

These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. The year end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.

(2) Recent Accounting Pronouncements

Consolidation

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

Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest”, which require debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. The new rules were effective for the Company in the first quarter of 2016. The adoption of the new accounting rules did not have a material impact on the Company’s financial condition, results of operations or cash flows.

Cloud Computing

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

Fair Value Measurement

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820)”, which removes the requirement to

6

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient, and requires separate disclosure of those investments instead. These disclosures were effective for the Company in the first quarter of 2016. The adoption of the new accounting rules did not have a material impact on the Company’s financial condition, results of operations or cash flows.

Measurement Period Adjustments

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

Stock Compensation

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

Inventory

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

Revenue from Contracts with Customers

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

Hedge Accounting

In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships”, which clarifies that a change in the counterparty to a derivative contract, in and of itself, does not require the dedesignation of a hedging relationship. The new standard, which can be adopted prospectively or on a modified retrospective basis, is effective for the Company in the first quarter of 2018. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations and cash flows. Also in March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments”, which clarify the requirements for assessing whether contingent call

7

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

(put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this Update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The new standard, which should be applied on a modified prospective basis, is effective for the Company in the first quarter of 2017. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations and cash flows.

Lease Accounting

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

Statement of Cash Flows

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. Issues addressed in the new guidance that are relevant to the Company include debt prepayment and extinguishment costs, contingent consideration payments made after a business combination and beneficial interests in securitization transactions. The new rules will be effective for the Company in the first quarter of 2018. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s cash flows.

(3) Acquisitions

Pacific Brands

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

Pacific Brands contributed net revenues from continuing operations of $111,292 and pretax earnings of $6,993 (excluding acquisition and integration related charges included in general corporate expenses of approximately $19,575) since the date of acquisition. The results of Pacific Brands have been included in the Company’s consolidated financial statements since the date of acquisition and are reported as part of the International segment.

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

The Bonds, Sheridan, Explorer, Razza, Hestia and Voodoo trademarks and brand names, which management believes to have indefinite lives, have been valued at $410,602. The perpetual license agreement associated with the Berlei brand has been valued at $38,160. Amortizable intangible assets have been assigned values of $58,003 for distributor relationships, $3,167 for loyalty programs and customer lists and $3,762 for net unfavorable leases and an unfavorable license agreement. Distributor relationships are being amortized over 10 years. Loyalty programs, customer lists and net unfavorable leases are being amortized over 3 years.

8

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

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

Cash and cash equivalents	$	54,294
Accounts receivable, net	36,019
Inventories	104,806
Other current assets	16,588
Current assets of discontinued operations	28,970
Property, net	41,221
Trademarks and other identifiable intangibles	506,170
Deferred tax assets and other noncurrent assets	11,472
Total assets acquired	799,540
Accounts payable	89,309
Accrued liabilities and other	22,838
Current liabilities of discontinued operations	14,564
Long-term debt	41,976
Deferred tax liabilities and other noncurrent liabilities	16,130
Total liabilities assumed	184,817
Net assets acquired	614,723
Goodwill	186,148
Purchase price	$	800,871

Champion Europe

On June 30, 2016, the Company acquired 100% of Champion Europe S.p.A. (“Champion Europe”), which owns the trademark for the Champion brand in Europe, the Middle East and Africa, from certain individual shareholders in an all-cash transaction valued at €220,293 ($245,069) enterprise value less working capital adjustments as defined in the purchase agreement, which includes €40,700 ($45,277) in estimated contingent consideration. US dollar equivalents are based on acquisition date exchange rates. The contingent consideration is included in the “Accrued liabilities” line in the accompanying Condensed Consolidated Balance Sheet and is based on 10 times Champion Europe’s expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the calendar year 2016 and is payable in 2017. The Company funded the acquisition through a combination of cash on hand and borrowings under the 3.5% Senior Notes issued in June 2016.

Champion Europe contributed net revenues of $62,127 and pretax earnings of $8,423 (excluding acquisition and integration related charges included in general corporate expenses of approximately $7,550) since the date of acquisition. The results of Champion Europe have been included in the Company’s consolidated financial statements since the date of acquisition and are reported as part of the International segment.

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

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

9

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

The allocation of purchase price is preliminary and subject to change. The primary areas of the purchase price allocation that are not yet finalized are related to certain income taxes and residual goodwill. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances, which existed at the acquisition date. The contingent consideration will be revalued each reporting period until paid in 2017. At October 1, 2016, the value of the contingent consideration remains the same as at the acquisition date. The acquired assets, contingent consideration and assumed liabilities at the date of acquisition (June 30, 2016) include the following:

Cash and cash equivalents	$	14,581
Trade accounts receivable, net	27,926
Inventories	53,816
Other current assets	5,976
Property, net	24,605
Trademarks and other identifiable intangibles	135,277
Deferred tax assets and other noncurrent assets	3,777
Total assets acquired	265,958
Accounts payable	66,594
Accrued liabilities and other (including contingent consideration)	60,298
Notes payable	27,748
Deferred tax liabilities and other noncurrent liabilities	20,282
Total liabilities assumed and contingent consideration	174,922
Net assets acquired	91,036
Goodwill	108,756
Initial consideration paid	199,792
Estimated contingent consideration	45,277
Total purchase price	$	245,069

Since June 30, 2016, goodwill increased by $591 as a result of measurement period adjustments primarily to working capital.

10

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

Combined Consolidated Pro Forma Results

Consolidated unaudited pro forma results of operations for the Company are presented below assuming that the 2016 acquisition of Pacific Brands and Champion Europe had occurred on January 4, 2015. Pro forma operating results for the quarter and nine months ended October 3, 2015 include a benefit totaling $389 and include expenses totaling $7,969, respectively, for acquisition-related adjustments primarily related to inventory and stock compensation.

	Quarter Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Net sales	$	1,780,530	$	1,774,558	$	4,859,619	$	4,884,041
Net income from continuing operations	172,040		171,592		448,589		312,519
Earnings per share from continuing operations:
Basic	$	0.45	$	0.43	$	1.17	$	0.78
Diluted	0.45		0.43		1.16		0.78

Knights Apparel

Unaudited pro forma results of operations for the Company are presented below assuming that the 2015 acquisition of Knights Apparel had occurred on December 29, 2013. Pro forma operating results for the quarter and nine months ending October 3, 2015 include a benefit totaling $1,158 and $7,786, respectively, for acquisition-related charges.

	Quarter Ended		Nine Months Ended
	October 3, 2015		October 3, 2015
Net sales	$	1,591,038	$	4,344,149
Net income from continuing operations	163,327		313,919
Earnings per share from continuing operations:
Basic	$	0.41	$	0.78
Diluted	0.41		0.77

Other Acquisitions

In September 2016, the Company completed two immaterial acquisitions of It’s Greek to Me, Inc. and GTM Retail, Inc. (“GTM”) and Universo Sport S.p.A (“Universo”). The acquisitions will extend the Company’s domestic presence in the custom decorated teamwear and fanwear apparel space into the high school channel and expand the Company’s retail platform in Italy, respectively. Total consideration paid for both acquisitions totaled $24,441. The Company funded the acquisitions with cash on hand and short term borrowing under the Revolving Loan Facility. In connection with these acquisitions, the Company recorded net working capital of $12,169, goodwill of $4,519 and other net assets of $7,753. Due to the immaterial nature of these acquisitions, the Company has not provided additional disclosures herein.

(4) Discontinued Operations

As part of the Company’s acquisition of Pacific Brands, the Company acquired Pacific Brands legacy Tontine Pillow business and Dunlop Flooring business. The Company has concluded that these businesses are not a strategic fit; therefore, the Company has decided not to retain them, and is marketing the businesses to prospective buyers. These two businesses have been classified as assets held for sale and qualify for discontinued operation upon the acquisition date. The Company expects to complete the sale of these businesses within one year of the Pacific Brands acquisition date. Therefore, the operating results and related assets and liabilities have been classified as discontinued operations in the Company’s condensed consolidated financial statements. Discontinued operations does not include any allocation of corporate overhead expense or interest expense.

11

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

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

	Quarter and Nine Months Ended
	October 1, 2016
Net sales	$	15,587
Cost of sales	9,996
Gross profit	5,591
Selling, general and administrative expenses	3,570
Operating profit	2,021
Other expenses	495
Income from discontinued operations before income tax expense	1,526
Income tax expense	458
Net income from discontinued operations, net of tax	$	1,068

Preliminary assets and liabilities of discontinued operations classified as held for sale in the condensed consolidated balance sheet as of October 1, 2016 consist of the following:

Trade accounts receivable, net	$	9,511
Inventories	11,155
Property, net	3,913
Trademarks and other identifiable intangibles, net	5,189
Accounts payable and accrued liabilities	(7,134		)
Net other assets and liabilities	(6,573		)
Net assets of discontinued operations	$	16,061

For the quarter and nine months ended October 1, 2016, there were no material amounts of depreciation, amortization, capital expenditures, or significant operating or investing non-cash items related to discontinued operations.

(5) Stockholders’ Equity

Basic earnings per share (“EPS”) was computed by dividing net income by the number of weighted average shares of common stock outstanding. Diluted EPS was calculated to give effect to all potentially dilutive shares of common stock using the treasury stock method.

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

	Quarter Ended		Nine Months Ended
	October 1, 2016	October 3, 2015	October 1, 2016	October 3, 2015
Basic weighted average shares outstanding	379,368	399,445	382,235	402,011
Effect of potentially dilutive securities:
Stock options	1,890	1,943	2,016	3,035
Restricted stock units	1,293	1,587	1,210	1,298
Employee stock purchase plan and other	7	4	17	19
Diluted weighted average shares outstanding	382,558	402,979	385,478	406,363

For the quarter and nine months endedOctober 1, 2016, 42 restricted stock units were excluded from the diluted earnings per share calculation, and for the quarter and nine months endedOctober 3, 2015, no restricted stock units were excluded from the diluted earnings per share calculation because their effect would be anti-dilutive. For the quarter and nine months ended

12

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

October 1, 2016 and October 3, 2015, no options were excluded from the diluted earnings per share calculation because their effect would be anti-dilutive.

For the quarters ended October 1, 2016 and October 3, 2015, the Company declared cash dividends of $0.11 and $0.10 per share, respectively. For the nine months endedOctober 1, 2016 and October 3, 2015, the Company declared cash dividends of $0.33 and $0.30 per share, respectively.

On October 25, 2016, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.11 per share on outstanding common stock to be paid on December 6, 2016 to stockholders of record at the close of business on November 15, 2016.

On April 27, 2016, the Company’s Board of Directors approved a new share repurchase program for up to 40,000 shares to be repurchased in open market transactions, subject to market conditions, legal requirements and other factors. The new program replaces the Company’s previous share repurchase program for up to 40,000 shares that was originally approved in 2007. The Company did not repurchase any shares during the quarter ended October 1, 2016. For the nine months endedOctober 1, 2016, the Company entered into transactions to repurchase 14,243 shares under the previous program at a weighted average repurchase price of $26.65 per share. The shares were repurchased at a total cost of $379,901. For the quarter and nine months endedOctober 3, 2015, the Company repurchased 10,665 shares under the previous share repurchase program at a weighted average purchase price of $29.15 per share. The shares were repurchased at a total cost of $311,103. At October 1, 2016, the remaining repurchase authorization totaled 40,000 shares. The program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

(6) Inventories

Inventories consisted of the following:

	October 1, 2016		January 2, 2016
Raw materials	$	147,274	$	173,336
Work in process	200,067		200,836
Finished goods	1,657,656		1,440,430
	$	2,004,997	$	1,814,602

13

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

(7) Debt

Debt consisted of the following:

	Interest Rate as of October 1, 2016	Principal Amount				Maturity Date
		October 1, 2016		January 2, 2016
Senior Secured Credit Facility:
Revolving Loan Facility	—%	$	—	$	63,500	April 2020
Euro Term Loan	3.50%	—		113,098		August 2021
Term Loan A	2.20%	669,062		705,313		April 2020
Term Loan B	3.25%	418,625		421,813		April 2022
Australian Term A-1	3.52%	153,846		—		July 2019
Australian Term A-2	3.82%	153,846		—		July 2021
Australian Revolving Loan Facility	—%	—		—		July 2021
4.875% Senior Notes	4.88%	900,000		—		May 2026
4.625% Senior Notes	4.63%	900,000		—		May 2024
3.5% Senior Notes	3.50%	560,852		—		June 2024
6.375% Senior Notes	6.38%	—		1,000,000		December 2020
European Revolving Loan Facility	1.50%	67,302		—		September 2017
Accounts Receivable Securitization Facility	1.39%	244,074		195,163		March 2017
Other International Debt	Various	48,653		8,094		Various
		4,116,260		2,506,981
Less long-term debt issuance cost		48,416		21,450
Less current maturities		383,436		252,819
		$	3,684,408	$	2,232,712

Senior Notes Refinancing

During the quarter ended July 2, 2016, the Company refinanced its debt structure to reduce interest rates, increase borrowing capacity, shift to more fixed rate debt and to help fund the acquisitions of Champion Europe and Pacific Brands. The refinancing consisted of: (i) issuing $900,000 aggregate principal amount of the 4.875% Senior Notes due 2026, $900,000 aggregate principal amount of the 4.625% Senior Notes due 2024, and €500,000 aggregate principal amount of the 3.5% Senior Notes due 2024; (ii) redeeming in full the Company’s 6.375% Senior Notes due 2020; and (iii) repaying a portion of the indebtedness outstanding under the Revolving Loan Facility.

The refinancing activity resulted in incurrence of $40,049 in capitalized debt issuance costs for the new Senior Notes. Debt issuance costs are amortized to interest expense over the respective lives of the debt instruments, which range from eight to 10 years.

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

4.875% Senior Notes and 4.625% Senior Notes

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

14

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

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

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

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

3.5% Senior Notes

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

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

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

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

Australia Term A-1, Australia Term A-2, and Australian Revolver

On July 4, 2016, the Company established a floating rate AUD$200,000 Australian Term A-1 Loan Facility (the “Australian Term A-1”) with interest payable every three or six months. At October 1, 2016, the effective interest rate on the Australian Term A-1 was 3.52%. The Australian Term A-1 matures on July 11, 2019. In addition, on July 11, 2016 the Company established a floating rate AUD$200,000 Australian Term A-2 Loan Facility (the “Australian Term A-2”) with interest payable every three or six months. At October 1, 2016, the effective interest rate on the Australian Term A-2 was 3.82%. The Australian Term A-2 matures on July 11, 2021. On July 15, 2016 the Company established the Australian Revolving Facility (the “Australian Revolver”) in the amount of AUD$65,000 with interest payable at a variable rate. The Australian Revolver will mature on July 15, 2021. The Australian Term A-1, Australian Term A-2 and Australian Revolver interest rates are based on the Bank Bill Swap Bid Rate (“BBSY”) plus an applicable margin which is driven by the Company’s debt rating.

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

15

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

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

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

European Revolving Loan Facility

On September 9, 2016, the Company established a €100,000 European Revolving Loan Facility. As of October 1, 2016, the Company had an outstanding balance of $67,302 under the European Revolving Loan Facility. Proceeds from the European Revolving Loan Facility were used to refinance existing debt for Hanes Europe Innerwear and will be used for future working capital requirements. The maturity date of the European Revolving Loan Facility is September 9, 2017.

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

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

Other Debt Related Activity

As of October 1, 2016, the Company had $907,854 of borrowing availability under the $1,000,000 Revolving Loan Facility after taking into account outstanding borrowings and $92,146 of standby and trade letters of credit issued and outstanding under this facility.

In March 2016, the Company amended the accounts receivable securitization facility that it entered into in November 2007 (the “Accounts Receivable Securitization Facility”). This amendment primarily extended the termination date to March 2017 and changed the borrowing capacity from a fixed capacity to a varying limit throughout the year, in order to minimize fees for the Company’s unused portion of the facility.

As of October 1, 2016, the Company was in compliance with all financial covenants under its credit facilities.

(8) Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss (“AOCI”) are as follows:

	Cumulative Translation Adjustment			Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balance at January 2, 2016	$	(57,675	)	$	6,743		$	(563,759	)	$	219,758		$	(394,933	)
Amounts reclassified from accumulated other comprehensive loss	—			(4,424		)	12,843			(3,275		)	5,144
Current-period other comprehensive income (loss) activity	13,104			(7,131		)	—			2,574			8,547
Balance at October 1, 2016	$	(44,571	)	$	(4,812	)	$	(550,916	)	$	219,057		$	(381,242	)

16

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

The Company had the following reclassifications out of AOCI:

Component of AOCI	Location of Reclassification into Income	Amount of Reclassification from AOCI						Amount of Reclassification from AOCI
		Quarter Ended						Nine Months Ended
		October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Gain on foreign exchange contracts	Cost of sales	$	715		$	3,956		$	4,424		$	8,614
	Income tax	(278		)	(1,780		)	(1,721		)	(3,434		)
	Net of tax	437			2,176			2,703			5,180
Amortization of deferred actuarial loss and prior service cost	Selling, general and administrative expenses	(4,307		)	(5,101		)	(12,843		)	(9,987		)
	Income tax	1,675			1,852			4,996			4,648
	Net of tax	(2,632		)	(3,249		)	(7,847		)	(5,339		)
Total reclassifications		$	(2,195	)	$	(1,073	)	$	(5,144	)	$	(159	)

(9) Financial Instruments and Risk Management

The Company uses forward foreign exchange contracts to manage its exposures to movements in foreign exchange rates. As of October 1, 2016, the notional U.S. dollar equivalent of commitments to sell and purchase foreign currencies within the Company’s derivative portfolio was $627,139 and $191, respectively, primarily consisting of contracts hedging exposures to the Australian dollar, Euro, Canadian dollar, Mexican peso, South African rand, Japanese yen and Brazilian real.

Fair Values of Derivative Instruments

The fair values of derivative financial instruments recognized in the Condensed Consolidated Balance Sheets of the Company were as follows:

	Balance Sheet Location	Fair Value
		October 1, 2016			January 2, 2016
Hedges	Other current assets	$	733		$	3,700
Non-hedges	Other current assets	300			1,514
Total derivative assets		1,033			5,214
Hedges	Accrued liabilities	(5,587		)	(330		)
Non-hedges	Accrued liabilities	(1,272		)	(775		)
Total derivative liabilities		(6,859		)	(1,105		)
Net derivative asset (liability)		$	(5,826	)	$	4,109

Cash Flow Hedges

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

The Company expects to reclassify into earnings during the next 12 months a net loss from AOCI of approximately $3,821.

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

17

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

The effect of cash flow hedge derivative instruments on the Condensed Consolidated Statements of Income and AOCI is as follows:

	Amount of Gain (Loss) Recognized in AOCI (Effective Portion)					Amount of Gain (Loss) Recognized in AOCI (Effective Portion)
	Quarter Ended					Nine Months Ended
	October 1, 2016			October 3, 2015		October 1, 2016			October 3, 2015
Foreign exchange contracts	$	(3,594	)	$	1,801	$	(7,131	)	$	13,454

	Location of Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Gain Reclassified from AOCI into Income (Effective Portion)				Amount of Gain Reclassified from AOCI into Income (Effective Portion)
		Quarter Ended				Nine Months Ended
		October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Foreign exchange contracts	Cost of sales	$	715	$	3,956	$	4,424	$	8,614

Derivative Contracts Not Designated As Hedges

The Company uses foreign exchange derivative contracts as economic hedges against the impact of foreign exchange fluctuations on existing accounts receivable and payable balances and intercompany lending transactions denominated in foreign currencies. These contracts are not designated as hedges under the accounting standards and are recorded at fair value in the Condensed Consolidated Balance Sheet. Any gains or losses resulting from changes in fair value are recognized directly into earnings. Gains or losses on these contracts largely offset the net remeasurement gains or losses on the related assets and liabilities.

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

	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income					Amount of Gain (Loss) Recognized in Income
		Quarter Ended					Nine Months Ended
		October 1, 2016		October 3, 2015			October 1, 2016		October 3, 2015
Foreign exchange contracts	Selling, general and administrative expenses	$	7,694	$	(3,901	)	$	7,970	$	(5,477	)

(10) Fair Value of Assets and Liabilities

As of October 1, 2016, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. These consisted of the Company’s derivative instruments related to foreign exchange rates, deferred compensation plan liabilities and contingent consideration resulting from the Champion Europe acquisition. The fair values of foreign currency derivatives are determined using the cash flows of the foreign exchange contract, discount rates to account for the passage of time and current foreign exchange market data and are categorized as Level 2. The fair value of deferred compensation plans is based on readily available current market data and is categorized as Level 2. The fair value of the contingent consideration obligation is determined by applying an option pricing model using Champion Europe’s expected EBITDA for calendar year 2016, as further described in Note 3 to the Company’s consolidated financial statements, and is categorized as Level 3. The contingent consideration obligation will be revalued each reporting period until the related contingencies are resolved, with any adjustments to the fair value recognized in earnings. The Company’s defined benefit pension plan investments are not required to be measured at fair value on a recurring basis.

There were no changes during the quarter ended October 1, 2016 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. There were no transfers into or out of Level 1, Level 2 or Level 3 during the

18

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

quarter ended October 1, 2016. As of and during the quarter and nine months endedOctober 1, 2016, the Company did not have any non-financial assets or liabilities that were required to be measured at fair value on a recurring or non-recurring basis.

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

	Assets (Liabilities) at Fair Value as of October 1, 2016
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Foreign exchange derivative contracts	$	—	$	1,033		$	—
Foreign exchange derivative contracts	—		(6,859		)	—
	—		(5,826		)	—
Champion Europe contingent consideration	—		—			(45,277		)
Deferred compensation plan liability	—		(35,375		)	—
Total	$	—	$	(41,201	)	$	(45,277	)

	Assets (Liabilities) at Fair Value as of January 2, 2016
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Foreign exchange derivative contracts	$	—	$	5,214		$	—
Foreign exchange derivative contracts	—		(1,105		)	—
	—		4,109			—
Deferred compensation plan liability	—		(36,257		)	—
Total	$	—	$	(32,148	)	$	—

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, trade accounts receivable, notes receivable and accounts payable approximated fair value as of October 1, 2016 and January 2, 2016. The carrying amount of trade accounts receivable included allowance for doubtful accounts, chargebacks and other deductions of $35,831 and $13,100 as of October 1, 2016 and January 2, 2016, respectively. The fair value of debt, which is classified as a Level 2 liability, was $4,277,195 and $2,537,640 as of October 1, 2016 and January 2, 2016, respectively. Debt had a carrying value of $4,116,260 and $2,506,981 as of October 1, 2016 and January 2, 2016, respectively. In the first quarter of 2016, the Company adopted new accounting rules, which require debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. The carrying value of debt reflected on the face of the balance sheet reflects the adoption of the new accounting rules. However, the carrying value of debt reflected in this footnote disclosure reflects the gross amount owed to creditors. The fair values were estimated using quoted market prices as provided in secondary markets, which consider the Company’s credit risk and market related conditions. The carrying amounts of the Company’s notes payable, which is classified as a Level 2 liability, approximated fair value as of October 1, 2016 and January 2, 2016, primarily due to the short-term nature of these instruments.

(11) Income Taxes

The Company’s effective income tax rate for continuing operations was 6% and 8% for the quarters ended October 1, 2016 and October 3, 2015, respectively. The Company’s effective income tax rate for continuing operations was 7% and 11% for the nine months endedOctober 1, 2016 and October 3, 2015, respectively. The lower effective income tax rate for the quarter and nine months endedOctober 1, 2016 compared to the quarter and nine months endedOctober 3, 2015 was primarily due to a lower proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries.

19

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

(12) Business Segment Information

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

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

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

• Activewear sells basic branded products that are primarily seasonal in nature under the product categories of branded printwear and retail activewear, as well as licensed logo apparel in collegiate bookstores, mass retail and other channels.

• Direct to Consumer includes the Company’s value-based (“outlet”) stores and retail Internet operations that sell products from the Company’s portfolio of leading brands directly to consumers.

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

The Company evaluates the operating performance of its segments based upon segment operating profit, which is defined as operating profit before general corporate expenses and amortization of intangibles. The Company decided in the first quarter of 2016 to revise the manner in which the Company allocates certain selling, general and administrative expenses. Certain prior year segment operating profit disclosures have been revised to conform to current year presentation. The accounting policies of the segments are consistent with those described in Note 2 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended January 2, 2016.

	Quarter Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Net sales:
Innerwear	$	688,343	$	674,854	$	1,998,293	$	2,014,858
Activewear	510,588		521,461		1,187,507		1,203,558
Direct to Consumer	83,966		94,323		240,219		255,294
International	478,122		300,400		1,026,871		848,282
Total net sales	$	1,761,019	$	1,591,038	$	4,452,890	$	4,321,992

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(dollars and shares in thousands, except per share data)

(unaudited)

	Quarter Ended						Nine Months Ended
	October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Segment operating profit:
Innerwear	$	151,147		$	142,196		$	450,566		$	460,295
Activewear	74,575			95,980			162,960			187,183
Direct to Consumer	4,341			9,052			9,618			13,378
International	61,312			34,200			109,184			76,079
Total segment operating profit	291,375			281,428			732,328			736,935
Items not included in segment operating profit:
General corporate expenses	(14,776		)	(24,072		)	(54,798		)	(69,850		)
Acquisition, integration and other action related charges	(42,587		)	(42,787		)	(91,651		)	(211,981		)
Amortization of intangibles	(5,660		)	(6,241		)	(13,912		)	(17,912		)
Total operating profit	228,352			208,328			571,967			437,192
Other expenses	(1,559		)	(718		)	(50,533		)	(1,930		)
Interest expense, net	(43,433		)	(31,356		)	(111,539		)	(87,263		)
Income from continuing operations before income tax expense	$	183,360		$	176,254		$	409,895		$	347,999

For the quarter endedOctober 1, 2016, the Company incurred acquisition, integration and other action related charges of $42,587, of which $13,563 is reported in the “Cost of sales” line and $29,024 is reported in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statement of Income. For the quarter endedOctober 3, 2015, the Company incurred acquisition, integration and other action related charges of $42,787, of which $7,720 is reported in the “Cost of sales” line and $35,067 is reported in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statement of Income.

For the nine months endedOctober 1, 2016, the Company incurred acquisition, integration and other action related charges of $138,942, of which $27,732 is reported in the “Cost of sales” line, $63,919 is reported in the “Selling, general and administrative expenses” line and $47,291 is reported in the “Other expenses” line in the Condensed Consolidated Statement of Income. For the nine months endedOctober 3, 2015, the Company incurred acquisition, integration and other action related charges of $211,981, of which $47,939 is reported in the “Cost of sales” line and $164,042 is reported in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statement of Income.

As part of the Hanes Europe Innerwear acquisition strategy, the Company has identified management and administrative positions that are considered non-essential and/or duplicative that will be eliminated. As of January 2, 2016, the Company had accrued approximately $54,000 for employee termination and other benefits recognized in accordance with expected benefit payments for affected employees. The charges were reflected in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Consolidated Statements of Income. As of October 1, 2016, approximately $14,041 of benefit payments had been made, resulting in an accrual of $39,959, of which, $25,635 and $14,324, is included in the “Accrued liabilities” and “Other noncurrent liabilities” lines of the Condensed Consolidated Balance Sheet, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations, or MD&A, contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with our audited consolidated financial statements and notes for the year ended January 2, 2016, which were included in our Annual Report on Form 10-K filed with the SEC. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those included elsewhere in this Quarterly Report on Form 10-Q and those included in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K for the year ended January 2, 2016.

Overview

We are a consumer goods company with a portfolio of leading apparel brands, including Hanes, Champion, Maidenform, DIM, Playtex, Bali, JMS/Just My Size, Nur Die/Nur Der, L’eggs, Lovable, Wonderbra,Flexees, Lilyette, Gear for Sports, Bonds, Berlei, Shock Absorber, Abanderado, Rinbros and Zorba. We design, manufacture, source and sell a broad range of basic apparel such as T-shirts, bras, panties, men’s underwear, children’s underwear, activewear, socks and hosiery.

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

Highlights from the Quarter Ended October 1, 2016

Key financial highlights are as follows:

• Total net sales in the third quarter of 2016 were $1.8 billion, compared with $1.6 billion in the same period of 2015, representing an 11% increase.

• Operating profit increased 10% to $228 million in the third quarter of 2016, compared with $208 million in the same period of 2015. As a percentage of sales, operating profit was 13.0% in the third quarter of 2016 compared to 13.1% in the same period of 2015. Included within operating profit for both the third quarter of 2016 and 2015 were acquisition, integration and other action related charges of $43 million.

• Diluted earnings per share from continuing operations increased 13% to $0.45 in the third quarter of 2016, compared with $0.40 in the same period of 2015.

• We acquired Pacific Brands Limited (“Pacific Brands”) on July 14, 2016 in an all-cash transaction valued at $801 million. Pacific Brands is a leading underwear and intimate apparel company in Australia with a portfolio of strong brands including Bonds, Australia’s top brand of underwear, babywear and socks, and Berlei, a leading sports bra brand and leading seller of premium bras in department stores. The acquisition was funded through a combination of cash on hand, a portion of the proceeds of our new 3.5% Senior Notes issued in June 2016 and borrowings under our Australian Term A-1 Loan Facility and Australian Term A-2 Loan Facility. We believe this acquisition will create growth opportunities by adding to our portfolio of leading innerwear brands supported by our global low-cost supply chain and manufacturing network.

• As part of our acquisition of Pacific Brands, we acquired the Tontine Pillow and the Dunlop Flooring businesses. These businesses are not a strategic fit and therefore, we have decided not to retain them and are marketing the businesses to prospective buyers. The aforementioned businesses are classified as assets held for sale and presented as discontinued operations.

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Outlook

We expect our 2016 full year net sales to be approximately $6.15 billion to $6.18 billion.

Interest expense and other expenses are expected to be approximately $158 million combined.

We estimate our full year effective income tax rate to be in the high single-digits.

We expect net cash flow from operations to be in the range of $750 million to $800 million. Capital expenditures are expected to be approximately $90 million.

Pretax charges related to debt refinancing and acquisition and integration related charges are expected to be approximately $180 million. The guidance noted herein reflects the expected contributions from our acquisitions of Champion Europe, which closed on June 30, 2016 and Pacific Brands, which closed on July 14, 2016.

Seasonality and Other Factors

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

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

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

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Condensed Consolidated Results of Operations — Third Quarter EndedOctober 1, 2016 Compared with Third Quarter EndedOctober 3, 2015

	Quarter Ended
	October 1, 2016		October 3, 2015		Higher (Lower)			Percent Change
	(dollars in thousands)
Net sales	$	1,761,019	$	1,591,038	$	169,981		10.7	%
Cost of sales	1,111,653		1,010,288		101,365			10.0
Gross profit	649,366		580,750		68,616			11.8
Selling, general and administrative expenses	421,014		372,422		48,592			13.0
Operating profit	228,352		208,328		20,024			9.6
Other expenses	1,559		718		841			117.1
Interest expense, net	43,433		31,356		12,077			38.5
Income from continuing operations before income tax expense	183,360		176,254		7,106			4.0
Income tax expense	10,570		14,100		(3,530		)	(25.0	)
Income from continuing operations	172,790		162,154		10,636			6.6
Income from discontinued operations, net of tax	1,068		—		1,068			NM
Net income	$	173,858	$	162,154	$	11,704		7.2	%

Net Sales

Net sales increased 11% during the third quarter of 2016 primarily due to the following:

• Acquisition of Pacific Brands in July 2016, Champion Europe in June 2016 and Champion Japan licensee in January 2016, which added incremental net sales of approximately $180 million in 2016;

• Higher net sales in our Innerwear segment primarily driven by our basics business as we focus on our core product with the introduction of our FreshIQ odor control technology;

• Continued growth in our college bookstore business and Champion sales within the mass merchant channel; and

• Higher net sales in our International segment, excluding the aforementioned acquisitions, primarily in the Asian market.

Partially offset by:

• Decreased sales in the intimates business and continued declines in Hosiery sales;

• Lower net sales in the sporting goods and mid-tier department store channels within our Activewear segment, primarily driven by bankruptcies of certain sporting goods retailers; and

• Lower sales in our Direct to Consumer segment due to slower traffic at our outlet stores and planned exit from our legacy catalog business and non-core product offerings to a more focused branded store and Internet strategy.

Gross Profit

The increase in gross profit was attributable to higher sales volume primarily from acquisitions, supply chain efficiencies and synergies recognized from the integration of our acquisitions, offset partially by unfavorable product sales mix within the Activewear segment and increased acquisition, integration and other action related costs. Included in gross profit in the third quarters of 2016 and 2015 are charges of approximately $14 million and $8 million, respectively, related to acquisition, integration and other action related costs.

Selling, General and Administrative Expenses

As a percentage of net sales, our selling, general and administrative expenses were 23.9% for the third quarter of 2016 compared to 23.4% in the same period of 2015. Included in selling, general and administrative expenses were charges of $29 million and $35 million of acquisition, integration and other action related costs for the third quarters of 2016 and 2015, respectively. Selling, general and administrative expenses, as a percentage of net sales, increased due to the higher proportion of selling, general and administrative expenses for the recently acquired entities, Pacific Brands and Champion Europe, offset by synergy benefits from the integration of prior acquisitions, planned reduction of our catalog distribution costs and continued cost control.

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Other Highlights

Interest Expense – higher by $12 million in the third quarter of 2016 compared to the third quarter of 2015 primarily due to higher debt balances to help fund acquisitions, share repurchases in 2016 and normal seasonal working capital build. Our weighted average interest rate on our outstanding debt was 3.69% during the third quarter of 2016 and in the third quarter of 2015.

Income Tax Expense – our effective income tax rate was 6% and 8% for the third quarter of 2016 and 2015, respectively.  The lower tax rate in 2016 compared to the same period in 2015 is primarily due to a lower proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries.

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

Operating Results by Business Segment — Third Quarter EndedOctober 1, 2016 Compared with Third Quarter EndedOctober 3, 2015

	Net Sales				Operating Profit
	Quarter Ended				Quarter Ended
	October 1, 2016		October 3, 2015		October 1, 2016			October 3, 2015
	(dollars in thousands)
Innerwear	$	688,343	$	674,854	$	151,147		$	142,196
Activewear	510,588		521,461		74,575			95,980
Direct to Consumer	83,966		94,323		4,341			9,052
International	478,122		300,400		61,312			34,200
Corporate	—		—		(63,023		)	(73,100		)
Total	$	1,761,019	$	1,591,038	$	228,352		$	208,328

Innerwear

	Quarter Ended
	October 1, 2016		October 3, 2015		Higher (Lower)		Percent Change
	(dollars in thousands)
Net sales	$	688,343	$	674,854	$	13,489	2.0	%
Segment operating profit	151,147		142,196		8,951		6.3

Innerwear net sales increased due to higher net sales in our basics business, particularly in men’s underwear and women’s panties, as we focus on our core product with the introduction of our FreshIQ odor control technology, offset, in part, with sales declines in our intimate apparel business driven by the anniversary of large, one-time shipments from increased space gains in Hanes, general softness in shapewear and continued declines in Hosiery.

Increased operating profit was driven largely by higher sales volume with higher margin core products, our focus on inventory controls and lower selling, general and administrative expenses from continued cost control.

Activewear

	Quarter Ended
	October 1, 2016		October 3, 2015		Higher (Lower)			Percent Change
	(dollars in thousands)
Net sales	$	510,588	$	521,461	$	(10,873	)	(2.1	)%
Segment operating profit	74,575		95,980		(21,405		)	(22.3	)

Activewear net sales decreased due to challenges in the sporting goods and mid-tier department store channels, primarily driven by bankruptcies of certain sporting goods retailers, partially offset by continued growth in our college bookstore business and Champion sales in the mass merchant channel.

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

25

Direct to Consumer

	Quarter Ended
	October 1, 2016		October 3, 2015		Higher (Lower)			Percent Change
	(dollars in thousands)
Net sales	$	83,966	$	94,323	$	(10,357	)	(11.0	)%
Segment operating profit	4,341		9,052		(4,711		)	(52.0	)

Direct to Consumer segment net sales were lower as a result of slower traffic at our outlet stores and the planned exit of our legacy catalog business and non-core product offerings to a more focused branded store and Internet strategy. Operating profit decreased as a result of lower sales volume, partially offset by decreased catalog distribution costs.

International

	Quarter Ended
	October 1, 2016		October 3, 2015		Higher (Lower)		Percent Change
	(dollars in thousands)
Net sales	$	478,122	$	300,400	$	177,722	59.2	%
Segment operating profit	61,312		34,200		27,112		79.3

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

• The acquisitions of Pacific Brands, Champion Europe and Champion Japan licensee;

• Continued space gains in Asia within our Activewear product category; and

• Favorable impact of foreign currency exchange rates.

Partially offset by:

• Lower sales volume in Hanes Innerwear Europe, with the planned exit of small, low performing brands in Europe and as certain markets in Europe have been impacted by a slowing economy.

Operating profit increased primarily due to the acquisitions of Pacific Brands, Champion Europe and Champion Japan, higher sales volume in Asia and cost synergies in our Hanes Europe Innerwear business.

Corporate

Corporate expenses included certain administrative costs and acquisition, integration and other action related charges totaling $43 million in both the third quarter of 2016 and 2015. Acquisition and integration costs are expenses related directly to an acquisition and its integration into the organization. These costs include legal fees, consulting fees, bank fees, severance costs, certain purchase accounting items, facility closures, inventory write-offs, infrastructure (including information technology), and similar charges. Acquisition related currency transactions represent the foreign exchange gain from financing activities related to the Champion Europe and Pacific Brands acquisitions. Foundational costs are expenses associated with building infrastructure to support and integrate current and future acquisitions, primarily consisting of information technology spend. Other costs relate to other items not included in the aforementioned categories, primarily consisting of non-cash items related to the exit of the commercial sales organization in the China market in 2015. Maidenform acquisition and integration costs and Foundational costs were completed in 2015.

26

	Quarter Ended
	October 1, 2016			October 3, 2015
	(dollars in thousands)
Acquisition and integration costs:
Pacific Brands	$	19,575		$	—
Hanes Europe Innerwear	18,673			13,725
Champion Europe	6,032			—
Knights Apparel	5,588			4,185
Champion Japan licensee transaction	184			—
Other acquisitions	365			—
Maidenform	—			13,318
Acquisition related currency transactions	(7,830		)	—
Total acquisition and integration costs	42,587			31,228
Foundational costs	—			8,979
Other costs	—			2,580
	$	42,587		$	42,787

Condensed Consolidated Results of Operations — Nine Months EndedOctober 1, 2016 Compared with Nine Months EndedOctober 3, 2015

	Nine Months Ended
	October 1, 2016		October 3, 2015		Higher (Lower)			Percent Change
	(dollars in thousands)
Net sales	$	4,452,890	$	4,321,992	$	130,898		3.0	%
Cost of sales	2,788,977		2,726,786		62,191			2.3
Gross profit	1,663,913		1,595,206		68,707			4.3
Selling, general and administrative expenses	1,091,946		1,158,014		(66,068		)	(5.7	)
Operating profit	571,967		437,192		134,775			30.8
Other expenses	50,533		1,930		48,603			NM
Interest expense, net	111,539		87,263		24,276			27.8
Income from continuing operations before income tax expense	409,895		347,999		61,896			17.8
Income tax expense	28,693		38,307		(9,614		)	(25.1	)
Income from continuing operations	381,202		309,692		71,510			23.1
Income from discontinued operations, net of tax	1,068		—		1,068			NM
Net income	$	382,270	$	309,692	$	72,578		23.4	%

Net Sales

Net sales increased 3% in the nine months of 2016 compared to the same period of 2015 as a result of the following:

• Acquisition of Pacific Brands in July 2016, Champion Europe in June 2016 and Champion Japan licensee in January 2016, which added incremental net sales of approximately $190 million in 2016;

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

• Increased sales in our basics business as we focus on core products with the introduction of our FreshIQ odor control technology; and

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

Partially offset by:

• Lower sales in the intimates business and continued declines in Hosiery sales;

• Lower net sales in our Activewear segment in the sporting goods and mid-tier department store channels, primarily due to certain sporting goods retailer bankruptcies;

• Lower net sales in our Direct to Consumer segment due to slower traffic at our outlet stores and the planned exit of our legacy catalog business and removal of non-core product offerings to a more focused branded store and Internet strategy; and

27

• Unfavorable foreign currency exchange rates.

Gross Profit

Gross profit increased in the nine months of 2016 compared to the same period in 2015 due to the Pacific Brands and Champion Europe acquisitions in 2016, as well as supply chain efficiencies, reduced acquisition, integration and other action related costs, and synergies recognized from the integration of our acquisitions, partially offset by costs associated with our inventory management related efforts and unfavorable product sales mix within the Activewear segment. Included in gross profit in the nine months of 2016 and 2015 are charges of approximately $28 million and $48 million, respectively, related to acquisition, integration and other action related costs.

Selling, General and Administrative Expenses

As a percentage of net sales, our selling, general and administrative expenses were 24.5% for the nine months of 2016 compared to 26.8% in the same period of 2015. Included in selling, general and administrative expenses were charges of $64 million and $164 million of acquisition, integration and other action related costs for the nine months of 2016 and 2015, respectively. The lower selling, general and administrative expenses, as a percentage of net sales, resulted from the decrease in acquisition, integration and other action related costs, synergy benefits from the integration of prior acquisitions, planned reduction of our catalog distribution and continued cost control, partially offset by the higher proportion of selling, general and administrative expenses for the recently acquired entities, Pacific Brands and Champion Europe.

Other Highlights

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

Interest Expense – higher by $24 million for the nine months of 2016 compared to the nine months of 2015 primarily due to higher debt balances to help fund acquisitions, share repurchases, and normal seasonal working capital build, partially offset by a lower average interest rate. Our weighted average interest rate on our outstanding debt was 3.65% during the nine months of 2016 whereas the similar rate for the nine months of 2015 was 3.80%.

Income Tax Expense – our effective income tax rate was 7% and 11% for the nine months of 2016 and 2015, respectively. The lower effective income tax rate for the nine months ended October 1, 2016 compared to the nine months ended October 3, 2015 was primarily due to a lower proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries. Income tax expense also benefited from the adoption of new accounting rules related to accounting for stock compensation, which requires excess tax benefits and deficiencies to be recognized in income as they occur.

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

Operating Results by Business Segment — Nine Months EndedOctober 1, 2016 Compared with Nine Months EndedOctober 3, 2015

	Net Sales				Operating Profit
	Nine Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016			October 3, 2015
	(dollars in thousands)
Innerwear	$	1,998,293	$	2,014,858	$	450,566		$	460,295
Activewear	1,187,507		1,203,558		162,960			187,183
Direct to Consumer	240,219		255,294		9,618			13,378
International	1,026,871		848,282		109,184			76,079
Corporate	—		—		(160,361		)	(299,743		)
Total net sales	$	4,452,890	$	4,321,992	$	571,967		$	437,192

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Innerwear

	Nine Months Ended
	October 1, 2016		October 3, 2015		Higher (Lower)			Percent Change
	(dollars in thousands)
Net sales	$	1,998,293	$	2,014,858	$	(16,565	)	(0.8	)%
Segment operating profit	450,566		460,295		(9,729		)	(2.1	)

The lower net sales in our Innerwear segment primarily resulted from a slower than expected retail environment, higher sales in the same period of 2015 due to larger X-Temp pipes from space gains and continued declines in Hosiery sales, offset, in part, by higher sales in the basics business as we focus on core products with the introduction of our FreshIQ odor control technology.

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

Activewear 

	Nine Months Ended
	October 1, 2016		October 3, 2015		Higher (Lower)			Percent Change
	(dollars in thousands)
Net sales	$	1,187,507	$	1,203,558	$	(16,051	)	(1.3	)%
Segment operating profit	162,960		187,183		(24,223		)	(12.9	)

Activewear net sales decreased due to the following:

• Hanes Activewear space shifts at a large mass merchant retailer due to an expected loss of certain seasonal programs;

• Lowersales in the sporting goods and mid-tier department store channels primarily due to certain retailer bankruptcies; and

• Higher Champion sales in 2015 from largerpipes resulting from space gains.

Partially offset by:

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

• Continued growth in our college bookstore business.

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

Direct to Consumer

	Nine Months Ended
	October 1, 2016		October 3, 2015		Higher (Lower)			Percent Change
	(dollars in thousands)
Net sales	$	240,219	$	255,294	$	(15,075	)	(5.9	)%
Segment operating profit	9,618		13,378		(3,760		)	(28.1	)

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

29

International

	Nine Months Ended
	October 1, 2016		October 3, 2015		Higher (Lower)		Percent Change
	(dollars in thousands)
Net sales	$	1,026,871	$	848,282	$	178,589	21.1	%
Segment operating profit	109,184		76,079		33,105		43.5

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

• Acquisitions of Pacific Brands, Champion Europe and Champion Japan licensee; and

• Continued space gains in Asia within our Activewear product category.

Partially offset by:

• Unfavorable impact of foreign currency exchange rates; and

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

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

Corporate

Corporate expenses included certain administrative costs and acquisition, integration and other action related charges totaling $92 million for the nine months endedOctober 1, 2016 as compared to $212 million for the same period in 2015. Acquisition and integration costs are expenses related directly to an acquisition and its integration into the organization. These costs include legal fees, consulting fees, bank fees, severance costs, certain purchase accounting items, facility closures, inventory write-offs, infrastructure (including information technology), and similar charges. Acquisition related currency transactions represent the foreign exchange gain from financing activities related to the Champion Europe and Pacific Brands acquisitions. Foundational costs are expenses associated with building infrastructure to support and integrate current and future acquisitions; primarily consisting of information technology spend. Other costs relate to other items not included in the aforementioned categories such as charges incurred related to the Target exit from Canada in the first quarter of 2015 and its related bankruptcy and other international realignment and the configuration activities. Maidenform acquisition and integration costs and Foundational costs were completed in 2015.

	Nine Months Ended
	October 1, 2016			October 3, 2015
	(dollars in thousands)
Acquisition and integration costs:
Hanes Europe Innerwear	$	59,919		$	111,522
Pacific Brands	20,732			—
Knights Apparel	15,623			11,988
Champion Europe	7,550			—
Champion Japan licensee transaction	3,102			—
Other acquisitions	364			—
Maidenform	—			28,175
Acquisition related currency transactions	(15,639		)	—
Total acquisition and integration costs	91,651			151,685
Foundational costs	—			28,616
Other costs	—			31,680
	$	91,651		$	211,981

Liquidity and Capital Resources

Trends and Uncertainties Affecting Liquidity

Our primary sources of liquidity are cash generated by operations and availability under the $1.0 billion revolving credit facility (the “Revolving Loan Facility”) under our senior secured credit facility (the “Senior Secured Credit Facility”), our accounts receivable securitization facility (the “Accounts Receivable Securitization Facility”) and our international loan facilities.

30

At October 1, 2016, we had $908 million of borrowing availability under our Revolving Loan Facility (after taking into account outstanding letters of credit), $136 million of borrowing availability under our international loan facilities which includes our European Revolving Loan Facility, $450 million in cash and cash equivalents and $31 million borrowing availability under our Accounts Receivable Securitization Facility. We currently believe that our existing cash balances and cash generated by operations, together with our available credit capacity, will enable us to comply with the terms of our indebtedness and meet foreseeable liquidity requirements.

The following have impacted or are expected to impact our liquidity:

• we have principal and interest obligations under our debt;

• we acquired Knights Apparel in April 2015, Champion Europe in June 2016 and Pacific Brands in July 2016 and we may pursue additional strategic business acquisitions in the future;

• we expect to continue to invest in efforts to improve operating efficiencies and lower costs;

• we made a $100 million contribution to our pension plans in January 2015 and a $40 million contribution in January 2016;

• we may increase or decrease the portion of the current-year income of our foreign subsidiaries that we remit to the United States, which could significantly impact our effective income tax rate;

• our Board of Directors has authorized a regular quarterly dividend; and

• our Board of Directors has authorized share repurchases under our newly authorized share repurchase program.

Dividends

As part of our cash deployment strategy, in January, April and July 2016, our Board of Directors declared regular quarterly dividends of $0.11 per share, which were paid in March, June and September of 2016, respectively. On October 25, 2016, our Board of Directors declared a regular quarterly cash dividend of $0.11 per share to be paid on December 6, 2016 to stockholders of record at the close of business on November 15, 2016.

Share Repurchase Program

In April 2016, our Board of Directors approved a new share repurchase program for up to 40 million shares to be repurchased in open market transactions, subject to market conditions, legal requirements and other factors. The new program replaces our previous share repurchase program for up to 40 million shares that was originally approved in 2007. We did not repurchase any shares during the quarter ended October 1, 2016. For the nine months ended October 1, 2016, we entered into transactions to repurchase 14 million shares under the previous program at a weighted average repurchase price of $26.65 per share. The shares were repurchased at a total cost of $380 million. For the quarter and nine months ended October 3, 2015 we repurchased 11 million shares under the previous share repurchase program at a weighted average purchase price of $29.15. The shares were repurchased at a total cost of $311 million. At October 1, 2016, the remaining repurchase authorization totaled 40 million shares. The program does not obligate us to acquire any particular amount of common stock and may be suspended or discontinued at any time at our discretion.

Cash Requirements for Our Business

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

There have been no significant changes in the cash requirements for our business from those described in our Annual Report on Form 10-K for the year ended January 2, 2016.

31

Sources and Uses of Our Cash

The information presented below regarding the sources and uses of our cash flows for the nine months endedOctober 1, 2016 and October 3, 2015 was derived from our condensed consolidated financial statements.

	Nine Months Ended
	October 1, 2016			October 3, 2015
	(dollars in thousands)
Operating activities	$	208,291		$	(87,154	)
Investing activities	(959,865		)	(251,350		)
Financing activities	879,925			386,404
Effect of changes in foreign currency exchange rates on cash	2,693			(3,160		)
Change in cash and cash equivalents	131,044			44,740
Cash and cash equivalents at beginning of year	319,169			239,855
Cash and cash equivalents at end of period	$	450,213		$	284,595

Operating Activities

Our overall liquidity is primarily driven by our strong cash flow provided by operating activities, which is dependent on net income, as well as changes in our working capital. We typically use cash during the first half of the year and generate most of our cash flow in the second half of the year. As compared to prior year, the higher net cash from operating activities is due to changes in working capital, specifically related to inventory and a smaller voluntary pension contribution in the first quarter of 2016 of $40 million compared to $100 million in the same period of 2015. Inventory is in line with our expectations, and our inventory reduction efforts in the first half of 2016 are generating cash flow in the second half of 2016 as planned.

Investing Activities

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

Financing Activities

The higher net cash from financing activities was primarily the result of the issuance of our three Senior Notes in the second quarter and incurrence of debt under our new Australia term loan facilities offset by lower net borrowings on our other credit facilities and our share repurchases in the first quarter.

Financing Arrangements

In March 2016, we amended the Accounts Receivable Securitization Facility. This amendment primarily extended the termination date to March 2017 and changed the borrowing capacity from a fixed to a varying limit throughout the year, in order to minimize fees for our unused portion of the facility.

In May 2016, we issued $900 million aggregate principal amount of 4.875% Senior Notes and $900 million aggregate principal amount of 4.625% Senior Notes. In June 2016, we issued €500 million aggregate principal amount of 3.5% Senior Notes. The proceeds from these issuances were used to repay all outstanding borrowings under the 6.375% Senior Notes, reduce the outstanding borrowings under the Revolving Loan Facility, help fund the acquisitions of Champion Europe and Pacific Brands and pay fees and expenses relating to these transactions.

In July 2016, we entered into a Syndicated Facility Agreement, a joinder to our Senior Secured Credit Facility, and established an AUD$200,000 Australian Term A-1 Loan Facility, an AUD$200,000 Australian Term A-2 Loan Facility and an Australia Revolving Facility.

In September 2016, we established a €100 million European Revolving Credit Facility. The proceeds will be used for working capital needs for our Hanes Europe Innerwear business.

During the second quarter of 2016, we incurred $40 million in capitalized debt issuance costs in connection with the issuance of new debt related to restructuring our debt through the redemption of our 6.375% Senior Notes and the issuance of new Senior Notes as discussed above. In addition, we recognized charges of $47 million for the call premium and write-off of unamortized debt costs related to the redemption of the 6.375% Senior Notes.

32

As of October 1, 2016, we were in compliance with all financial covenants under our credit facilities. We expect to maintain compliance with these covenants for the foreseeable future, however economic conditions or the occurrence of events discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended January 2, 2016 or other SEC filings could cause noncompliance.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

We have chosen accounting policies that we believe are appropriate to accurately and fairly report our operating results and financial condition in conformity with U.S. GAAP. We apply these accounting policies in a consistent manner. Our significant accounting policies are discussed in Note 2, “Summary of Significant Accounting Policies,” to our financial statements included in our Annual Report on Form 10-K for the year ended January 2, 2016.

The application of critical accounting policies requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. We evaluate these estimates and assumptions on an ongoing basis and may retain outside consultants to assist in our evaluation. If actual results ultimately differ from previous estimates, the revisions are included in results of operations in the period in which the actual amounts become known. The critical accounting policies that involve the most significant management judgments and estimates used in preparation of our financial statements, or are the most sensitive to change from outside factors, are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended January 2, 2016. There have been no material changes in these policies from those described in our Annual Report on Form 10-K for the year ended January 2, 2016.

Recently Issued Accounting Pronouncements

For a summary of recently issued accounting pronouncements, see Note, “Recent Accounting Pronouncements” to our financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no significant changes in our market risk exposures from those described in Item 7A of our Annual Report on Form 10-K for the year ended January 2, 2016.

Item 4. Controls and Procedures

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

In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

33

PART II

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

The risk factors that affect our business and financial results are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended January 2, 2016. There are no material changes to the risk factors previously disclosed, nor have we identified any previously undisclosed risks that could materially adversely affect our business and financial results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Repurchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or furnished as part of this Quarterly Report on Form 10-Q.

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HANESBRANDS INC.
By:	/s/ Richard D. Moss
	Richard D. Moss Chief Financial Officer (Duly authorized officer and principal financial officer)

Date: October 28, 2016

35

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Scheme Implementation Deed, Dated April 27, 2016, between Hanesbrands Inc. and Pacific Brands Limited (incorporated by reference from Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2016).
3.1	Articles of Amendment and Restatement of Hanesbrands Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006).
3.2	Articles Supplementary (Junior Participating Preferred Stock, Series A) (incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006).
3.3	Articles of Amendment to Articles of Amendment and Restatement of Hanesbrands Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on From 8-K filed with the Securities and Exchange Commission on January 28, 2015).
3.4	Articles Supplementary (Reclassifying Junior Participating Preferred Stock, Series A) (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2015).
3.5	Amended and Restated Bylaws of Hanesbrands Inc. (incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2015).
31.1	Certification of Gerald W. Evans, Jr., Chief Executive Officer.
31.2	Certification of Richard D. Moss, Chief Financial Officer.
32.1	Section 1350 Certification of Gerald W. Evans, Jr., Chief Executive Officer.
32.2	Section 1350 Certification of Richard D. Moss, Chief Financial Officer.
101.INS XBRL	Instance Document
101.SCH XBRL	Taxonomy Extension Schema Document
101.CAL XBRL	Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL	Taxonomy Extension Label Linkbase Document
101.PRE XBRL	Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL	Taxonomy Extension Definition Linkbase Document

E-1

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gerald W. Evans, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hanesbrands Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Gerald W. Evans, Jr.

Gerald W. Evans, Jr.

Chief Executive Officer

Date: October 28, 2016

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Richard D. Moss, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hanesbrands Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Richard D. Moss

Richard D. Moss

Chief Financial Officer

Date: October 28, 2016

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hanesbrands Inc. (“Hanesbrands”) on Form 10-Q for the fiscal quarter ended October 1, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerald W. Evans, Jr., Chief Executive Officer of Hanesbrands, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Hanesbrands.

Gerald W. Evans, Jr.

Gerald W. Evans, Jr.

Chief Executive Officer

Date: October 28, 2016

The foregoing certification is being furnished to accompany Hanesbrands Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2016 (the “Report”) solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed as part of the Report or as a separate disclosure document and shall not be deemed incorporated by reference into any other filing of Hanesbrands Inc. that incorporates the Report by reference. A signed original of this written certification required by Section 906 has been provided to Hanesbrands Inc. and will be retained by Hanesbrands Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hanesbrands Inc. (“Hanesbrands”) on Form 10-Q for the fiscal quarter ended October 1, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard D. Moss, Chief Financial Officer of Hanesbrands, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Hanesbrands.

/s/ Richard D. Moss

Richard D. Moss

Chief Financial Officer

Date: October 28, 2016

The foregoing certification is being furnished to accompany Hanesbrands Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2016 (the “Report”) solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed as part of the Report or as a separate disclosure document and shall not be deemed incorporated by reference into any other filing of Hanesbrands Inc. that incorporates the Report by reference. A signed original of this written certification required by Section 906 has been provided to Hanesbrands Inc. and will be retained by Hanesbrands Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - shares	9 Months Ended
	Oct. 01, 2016	Oct. 21, 2016
Document Documentand Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 01, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Trading Symbol	HBI
Entity Registrant Name	Hanesbrands Inc.
Entity Central Index Key	0001359841
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		377,945,180

XML

Condensed Consolidated Statements of Income (Unaudted) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Income Statement [Abstract]
Net sales	$ 1,761,019	$ 1,591,038	$ 4,452,890	$ 4,321,992
Cost of sales	1,111,653	1,010,288	2,788,977	2,726,786
Gross profit	649,366	580,750	1,663,913	1,595,206
Selling, general and administrative expenses	421,014	372,422	1,091,946	1,158,014
Operating profit	228,352	208,328	571,967	437,192
Other expenses	1,559	718	50,533	1,930
Interest expense, net	43,433	31,356	111,539	87,263
Income from continuing operations before income tax expense	183,360	176,254	409,895	347,999
Income tax expense	10,570	14,100	28,693	38,307
Income from continuing operations	172,790	162,154	381,202	309,692
Income from discontinued operations, net of tax	1,068	0	1,068	0
Net income	$ 173,858	$ 162,154	$ 382,270	$ 309,692
Earnings per share — basic:
Continuing operations	$ 0.46	$ 0.41	$ 1.00	$ 0.77
Discontinued operations	0.00	0.00	0.00	0.00
Net income	0.46	0.41	1.00	0.77
Earnings per share — diluted:
Continuing operations	0.45	0.40	0.99	0.76
Discontinued operations	0.00	0.00	0.00	0.00
Net income	$ 0.45	$ 0.40	$ 0.99	$ 0.76

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Condensed Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Condensed Consolidated Statements Of Comprehensive Income (Unaudited) [Abstract]
Net income	$ 173,858	$ 162,154	$ 382,270	$ 309,692
Other comprehensive income (loss), net of tax of ($247), ($1,589), ($701) and ($5,323), respectively	(2,713)	(15,130)	13,691	(10,793)
Comprehensive income	$ 171,145	$ 147,024	$ 395,961	$ 298,899

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Condensed Consolidated Statements Of Comprehensive Income (Unaudited) [Abstract]
Tax on other comprehensive income	$ (247)	$ (1,589)	$ (701)	$ (5,323)

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Oct. 01, 2016	Jan. 02, 2016
Assets
Cash and cash equivalents	$ 450,213	$ 319,169
Trade accounts receivable, net	961,659	680,417
Inventories	2,004,997	1,814,602
Other current assets	120,792	103,679
Current assets of discontinued operations	24,466	0
Total current assets	3,562,127	2,917,867
Property, net	718,999	650,462
Trademarks and other identifiable intangibles, net	1,347,536	700,515
Goodwill	1,142,523	834,315
Deferred tax assets	471,010	445,179
Other noncurrent assets	62,139	49,252
Total assets	7,304,334	5,597,590
Liabilities and Stockholders’ Equity
Accounts payable	757,720	672,972
Accrued liabilities	662,673	460,333
Notes payable	60,646	117,785
Accounts Receivable Securitization Facility	244,074	195,163
Current portion of long-term debt	139,362	57,656
Current liabilities of discontinued operations	8,405	0
Total current liabilities	1,872,880	1,503,909
Long-term debt	3,684,408	2,232,712
Pension and postretirement benefits	317,351	362,266
Other noncurrent liabilities	243,170	222,812
Total liabilities	6,117,809	4,321,699
Stockholders’ equity:
Preferred stock (50,000,000 authorized shares; $.01 par value) Issued and outstanding - None	0	0
Common stock (2,000,000,000 authorized shares; $.01 par value) Issued and outstanding - 377,928,168 and 391,652,810, respectively	3,779	3,917
Additional paid-in capital	282,932	277,569
Retained earnings	1,281,056	1,389,338
Accumulated other comprehensive loss	(381,242)	(394,933)
Total stockholders’ equity	1,186,525	1,275,891
Total liabilities and stockholders’ equity	$ 7,304,334	$ 5,597,590

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 01, 2016	Jan. 02, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	377,928,168	391,652,810
Common stock, shares outstanding	377,928,168	391,652,810

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Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015
Operating activities:
Net income	$ 382,270	$ 309,692
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization of long-lived assets	73,715	75,750
Write-off on early extinguishment of debt	12,667	0
Charges incurred for amendments of credit facilities	34,624	0
Amortization of debt issuance costs	6,401	5,222
Stock compensation expense	16,292	9,831
Deferred taxes and other	(18,938)	(4,316)
Changes in assets and liabilities, net of acquisition of businesses:
Accounts receivable	(200,961)	(185,159)
Inventories	4,557	(280,970)
Other assets	(6,167)	32,661
Accounts payable	(80,589)	35,716
Accrued pension and postretirement benefits	(34,419)	(97,330)
Accrued liabilities and other	18,839	11,749
Net cash from operating activities	208,291	(87,154)
Investing activities:
Purchases of property, plant and equipment	(65,439)	(73,771)
Proceeds from sales of assets	68,701	15,250
Acquisition of businesses, net of cash acquired	(963,127)	(192,829)
Net cash from investing activities	(959,865)	(251,350)
Financing activities:
Borrowings on notes payable	854,915	817,141
Repayments on notes payable	(943,893)	(833,822)
Borrowings on Accounts Receivable Securitization Facility	194,549	209,041
Repayments on Accounts Receivable Securitization Facility	(145,638)	(161,740)
Borrowings on Revolving Loan Facilities	2,995,442	4,056,000
Repayments on Revolving Loan Facilities	(2,992,000)	(4,079,500)
Borrowings on Senior Notes	2,359,347	0
Repayments on Senior Notes	(1,000,000)	0
Borrowings on Term Loan Facilities	301,272	850,000
Repayments on Term Loan Facilities	(154,670)	(15,772)
Borrowings on International Debt	8,368	10,853
Repayments on International Debt	(11,186)	(14,354)
Cash dividends paid	(125,798)	(121,713)
Payments to amend and refinance credit facilities	(79,492)	0
Share repurchases	(379,901)	(306,094)
Taxes paid related to net shares settlement of equity awards	(2,919)	(53,108)
Excess tax benefit from stock-based compensation	0	38,298
Other	1,529	(8,826)
Net cash from financing activities	879,925	386,404
Effect of changes in foreign exchange rates on cash	2,693	(3,160)
Change in cash and cash equivalents	131,044	44,740
Cash and cash equivalents at beginning of year	319,169	239,855
Cash and cash equivalents at end of period	$ 450,213	$ 284,595

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Basis of Presentation

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Basis of Presentation

Basis of Presentation

These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management believes that the disclosures made are adequate for a fair statement of the results of operations, financial condition and cash flows of Hanesbrands Inc., a Maryland corporation, and its consolidated subsidiaries (the “Company” or “Hanesbrands”). In the opinion of management, the condensed consolidated interim financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates. Three subsidiaries of the Company close on the calendar month-end, which is less than a week earlier than the Company’s consolidated quarter end. The difference in reporting of financial information for these subsidiaries did not have a material impact on the Company’s financial condition, results of operations or cash flows.

Certain prior year amounts in the notes to condensed consolidated financial statements, none of which are material, have been reclassified to conform with the current year presentation. These reclassifications had no impact on the Company’s results of operations.

These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. The year end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.

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Recent Accounting Pronouncements

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Consolidation

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

Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest”, which require debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. The new rules were effective for the Company in the first quarter of 2016. The adoption of the new accounting rules did not have a material impact on the Company’s financial condition, results of operations or cash flows.

Cloud Computing

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

Fair Value Measurement

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

Measurement Period Adjustments

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

Stock Compensation

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

Inventory

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

Revenue from Contracts with Customers

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

Hedge Accounting

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

Lease Accounting

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

Statement of Cash Flows

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. Issues addressed in the new guidance that are relevant to the Company include debt prepayment and extinguishment costs, contingent consideration payments made after a business combination and beneficial interests in securitization transactions. The new rules will be effective for the Company in the first quarter of 2018. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s cash flows.

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Acquisitions

9 Months Ended

Oct. 01, 2016

Business Combinations [Abstract]

Acquisitions

Acquisitions

Pacific Brands

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

Pacific Brands contributed net revenues from continuing operations of $111,292 and pretax earnings of $6,993 (excluding acquisition and integration related charges included in general corporate expenses of approximately $19,575) since the date of acquisition. The results of Pacific Brands have been included in the Company’s consolidated financial statements since the date of acquisition and are reported as part of the International segment.

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

The Bonds, Sheridan, Explorer, Razza, Hestia and Voodoo trademarks and brand names, which management believes to have indefinite lives, have been valued at $410,602. The perpetual license agreement associated with the Berlei brand has been valued at $38,160. Amortizable intangible assets have been assigned values of $58,003 for distributor relationships, $3,167 for loyalty programs and customer lists and $3,762 for net unfavorable leases and an unfavorable license agreement. Distributor relationships are being amortized over 10 years. Loyalty programs, customer lists and net unfavorable leases are being amortized over 3 years.

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

Cash and cash equivalents	$	54,294
Accounts receivable, net	36,019
Inventories	104,806
Other current assets	16,588
Current assets of discontinued operations	28,970
Property, net	41,221
Trademarks and other identifiable intangibles	506,170
Deferred tax assets and other noncurrent assets	11,472
Total assets acquired	799,540
Accounts payable	89,309
Accrued liabilities and other	22,838
Current liabilities of discontinued operations	14,564
Long-term debt	41,976
Deferred tax liabilities and other noncurrent liabilities	16,130
Total liabilities assumed	184,817
Net assets acquired	614,723
Goodwill	186,148
Purchase price	$	800,871

Champion Europe

On June 30, 2016, the Company acquired 100% of Champion Europe S.p.A. (“Champion Europe”), which owns the trademark for the Champion brand in Europe, the Middle East and Africa, from certain individual shareholders in an all-cash transaction valued at €220,293 ($245,069) enterprise value less working capital adjustments as defined in the purchase agreement, which includes €40,700 ($45,277) in estimated contingent consideration. US dollar equivalents are based on acquisition date exchange rates. The contingent consideration is included in the “Accrued liabilities” line in the accompanying Condensed Consolidated Balance Sheet and is based on 10 times Champion Europe’s expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the calendar year 2016 and is payable in 2017. The Company funded the acquisition through a combination of cash on hand and borrowings under the 3.5% Senior Notes issued in June 2016.

Champion Europe contributed net revenues of $62,127 and pretax earnings of $8,423 (excluding acquisition and integration related charges included in general corporate expenses of approximately $7,550) since the date of acquisition. The results of Champion Europe have been included in the Company’s consolidated financial statements since the date of acquisition and are reported as part of the International segment.

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

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

The allocation of purchase price is preliminary and subject to change. The primary areas of the purchase price allocation that are not yet finalized are related to certain income taxes and residual goodwill. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances, which existed at the acquisition date. The contingent consideration will be revalued each reporting period until paid in 2017. At October 1, 2016, the value of the contingent consideration remains the same as at the acquisition date. The acquired assets, contingent consideration and assumed liabilities at the date of acquisition (June 30, 2016) include the following:

Cash and cash equivalents	$	14,581
Trade accounts receivable, net	27,926
Inventories	53,816
Other current assets	5,976
Property, net	24,605
Trademarks and other identifiable intangibles	135,277
Deferred tax assets and other noncurrent assets	3,777
Total assets acquired	265,958
Accounts payable	66,594
Accrued liabilities and other (including contingent consideration)	60,298
Notes payable	27,748
Deferred tax liabilities and other noncurrent liabilities	20,282
Total liabilities assumed and contingent consideration	174,922
Net assets acquired	91,036
Goodwill	108,756
Initial consideration paid	199,792
Estimated contingent consideration	45,277
Total purchase price	$	245,069

Since June 30, 2016, goodwill increased by $591 as a result of measurement period adjustments primarily to working capital.

Combined Consolidated Pro Forma Results

Consolidated unaudited pro forma results of operations for the Company are presented below assuming that the 2016 acquisition of Pacific Brands and Champion Europe had occurred on January 4, 2015. Pro forma operating results for the quarter and nine months ended October 3, 2015 include a benefit totaling $389 and include expenses totaling $7,969, respectively, for acquisition-related adjustments primarily related to inventory and stock compensation.

	Quarter Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Net sales	$	1,780,530	$	1,774,558	$	4,859,619	$	4,884,041
Net income from continuing operations	172,040		171,592		448,589		312,519
Earnings per share from continuing operations:
Basic	$	0.45	$	0.43	$	1.17	$	0.78
Diluted	0.45		0.43		1.16		0.78

Knights Apparel

Unaudited pro forma results of operations for the Company are presented below assuming that the 2015 acquisition of Knights Apparel had occurred on December 29, 2013. Pro forma operating results for the quarter and nine months ending October 3, 2015 include a benefit totaling $1,158 and $7,786, respectively, for acquisition-related charges.

	Quarter Ended		Nine Months Ended
	October 3, 2015		October 3, 2015
Net sales	$	1,591,038	$	4,344,149
Net income from continuing operations	163,327		313,919
Earnings per share from continuing operations:
Basic	$	0.41	$	0.78
Diluted	0.41		0.77

Other Acquisitions

In September 2016, the Company completed two immaterial acquisitions of It’s Greek to Me, Inc. and GTM Retail, Inc. (“GTM”) and Universo Sport S.p.A (“Universo”). The acquisitions will extend the Company’s domestic presence in the custom decorated teamwear and fanwear apparel space into the high school channel and expand the Company’s retail platform in Italy, respectively. Total consideration paid for both acquisitions totaled $24,441. The Company funded the acquisitions with cash on hand and short term borrowing under the Revolving Loan Facility. In connection with these acquisitions, the Company recorded net working capital of $12,169, goodwill of $4,519 and other net assets of $7,753. Due to the immaterial nature of these acquisitions, the Company has not provided additional disclosures herein.

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Discontinued Operations

9 Months Ended

Oct. 01, 2016

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

As part of the Company’s acquisition of Pacific Brands, the Company acquired Pacific Brands legacy Tontine Pillow business and Dunlop Flooring business. The Company has concluded that these businesses are not a strategic fit; therefore, the Company has decided not to retain them, and is marketing the businesses to prospective buyers. These two businesses have been classified as assets held for sale and qualify for discontinued operation upon the acquisition date. The Company expects to complete the sale of these businesses within one year of the Pacific Brands acquisition date. Therefore, the operating results and related assets and liabilities have been classified as discontinued operations in the Company’s condensed consolidated financial statements. Discontinued operations does not include any allocation of corporate overhead expense or interest expense.

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

	Quarter and Nine Months Ended
	October 1, 2016
Net sales	$	15,587
Cost of sales	9,996
Gross profit	5,591
Selling, general and administrative expenses	3,570
Operating profit	2,021
Other expenses	495
Income from discontinued operations before income tax expense	1,526
Income tax expense	458
Net income from discontinued operations, net of tax	$	1,068

Preliminary assets and liabilities of discontinued operations classified as held for sale in the condensed consolidated balance sheet as of October 1, 2016 consist of the following:

Trade accounts receivable, net	$	9,511
Inventories	11,155
Property, net	3,913
Trademarks and other identifiable intangibles, net	5,189
Accounts payable and accrued liabilities	(7,134		)
Net other assets and liabilities	(6,573		)
Net assets of discontinued operations	$	16,061

For the quarter and nine months ended October 1, 2016, there were no material amounts of depreciation, amortization, capital expenditures, or significant operating or investing non-cash items related to discontinued operations.

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Stockholders' Equity

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Stockholders' Equity

Stockholders’ Equity

Basic earnings per share (“EPS”) was computed by dividing net income by the number of weighted average shares of common stock outstanding. Diluted EPS was calculated to give effect to all potentially dilutive shares of common stock using the treasury stock method.

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

	Quarter Ended		Nine Months Ended
	October 1, 2016	October 3, 2015	October 1, 2016	October 3, 2015
Basic weighted average shares outstanding	379,368	399,445	382,235	402,011
Effect of potentially dilutive securities:
Stock options	1,890	1,943	2,016	3,035
Restricted stock units	1,293	1,587	1,210	1,298
Employee stock purchase plan and other	7	4	17	19
Diluted weighted average shares outstanding	382,558	402,979	385,478	406,363

For the quarter and nine months endedOctober 1, 2016, 42 restricted stock units were excluded from the diluted earnings per share calculation, and for the quarter and nine months endedOctober 3, 2015, no restricted stock units were excluded from the diluted earnings per share calculation because their effect would be anti-dilutive. For the quarter and nine months endedOctober 1, 2016 and October 3, 2015, no options were excluded from the diluted earnings per share calculation because their effect would be anti-dilutive.

For the quarters ended October 1, 2016 and October 3, 2015, the Company declared cash dividends of $0.11 and $0.10 per share, respectively. For the nine months endedOctober 1, 2016 and October 3, 2015, the Company declared cash dividends of $0.33 and $0.30 per share, respectively.

On October 25, 2016, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.11 per share on outstanding common stock to be paid on December 6, 2016 to stockholders of record at the close of business on November 15, 2016.

On April 27, 2016, the Company’s Board of Directors approved a new share repurchase program for up to 40,000 shares to be repurchased in open market transactions, subject to market conditions, legal requirements and other factors. The new program replaces the Company’s previous share repurchase program for up to 40,000 shares that was originally approved in 2007. The Company did not repurchase any shares during the quarter ended October 1, 2016. For the nine months endedOctober 1, 2016, the Company entered into transactions to repurchase 14,243 shares under the previous program at a weighted average repurchase price of $26.65 per share. The shares were repurchased at a total cost of $379,901. For the quarter and nine months endedOctober 3, 2015, the Company repurchased 10,665 shares under the previous share repurchase program at a weighted average purchase price of $29.15 per share. The shares were repurchased at a total cost of $311,103. At October 1, 2016, the remaining repurchase authorization totaled 40,000 shares. The program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.

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Inventories

9 Months Ended

Oct. 01, 2016

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consisted of the following:

	October 1, 2016		January 2, 2016
Raw materials	$	147,274	$	173,336
Work in process	200,067		200,836
Finished goods	1,657,656		1,440,430
	$	2,004,997	$	1,814,602

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Debt

9 Months Ended

Oct. 01, 2016

Debt Disclosure [Abstract]

Debt

Debt

Debt consisted of the following:

	Interest Rate as of October 1, 2016	Principal Amount				Maturity Date
		October 1, 2016		January 2, 2016
Senior Secured Credit Facility:
Revolving Loan Facility	—%	$	—	$	63,500	April 2020
Euro Term Loan	3.50%	—		113,098		August 2021
Term Loan A	2.20%	669,062		705,313		April 2020
Term Loan B	3.25%	418,625		421,813		April 2022
Australian Term A-1	3.52%	153,846		—		July 2019
Australian Term A-2	3.82%	153,846		—		July 2021
Australian Revolving Loan Facility	—%	—		—		July 2021
4.875% Senior Notes	4.88%	900,000		—		May 2026
4.625% Senior Notes	4.63%	900,000		—		May 2024
3.5% Senior Notes	3.50%	560,852		—		June 2024
6.375% Senior Notes	6.38%	—		1,000,000		December 2020
European Revolving Loan Facility	1.50%	67,302		—		September 2017
Accounts Receivable Securitization Facility	1.39%	244,074		195,163		March 2017
Other International Debt	Various	48,653		8,094		Various
		4,116,260		2,506,981
Less long-term debt issuance cost		48,416		21,450
Less current maturities		383,436		252,819
		$	3,684,408	$	2,232,712

Senior Notes Refinancing

During the quarter ended July 2, 2016, the Company refinanced its debt structure to reduce interest rates, increase borrowing capacity, shift to more fixed rate debt and to help fund the acquisitions of Champion Europe and Pacific Brands. The refinancing consisted of: (i) issuing $900,000 aggregate principal amount of the 4.875% Senior Notes due 2026, $900,000 aggregate principal amount of the 4.625% Senior Notes due 2024, and €500,000 aggregate principal amount of the 3.5% Senior Notes due 2024; (ii) redeeming in full the Company’s 6.375% Senior Notes due 2020; and (iii) repaying a portion of the indebtedness outstanding under the Revolving Loan Facility.

The refinancing activity resulted in incurrence of $40,049 in capitalized debt issuance costs for the new Senior Notes. Debt issuance costs are amortized to interest expense over the respective lives of the debt instruments, which range from eight to 10 years.

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

4.875% Senior Notes and 4.625% Senior Notes

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

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

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

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

3.5% Senior Notes

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

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

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

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

Australia Term A-1, Australia Term A-2, and Australian Revolver

On July 4, 2016, the Company established a floating rate AUD$200,000 Australian Term A-1 Loan Facility (the “Australian Term A-1”) with interest payable every three or six months. At October 1, 2016, the effective interest rate on the Australian Term A-1 was 3.52%. The Australian Term A-1 matures on July 11, 2019. In addition, on July 11, 2016 the Company established a floating rate AUD$200,000 Australian Term A-2 Loan Facility (the “Australian Term A-2”) with interest payable every three or six months. At October 1, 2016, the effective interest rate on the Australian Term A-2 was 3.82%. The Australian Term A-2 matures on July 11, 2021. On July 15, 2016 the Company established the Australian Revolving Facility (the “Australian Revolver”) in the amount of AUD$65,000 with interest payable at a variable rate. The Australian Revolver will mature on July 15, 2021. The Australian Term A-1, Australian Term A-2 and Australian Revolver interest rates are based on the Bank Bill Swap Bid Rate (“BBSY”) plus an applicable margin which is driven by the Company’s debt rating.

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

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

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

European Revolving Loan Facility

On September 9, 2016, the Company established a €100,000 European Revolving Loan Facility. As of October 1, 2016, the Company had an outstanding balance of $67,302 under the European Revolving Loan Facility. Proceeds from the European Revolving Loan Facility were used to refinance existing debt for Hanes Europe Innerwear and will be used for future working capital requirements. The maturity date of the European Revolving Loan Facility is September 9, 2017.

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

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

Other Debt Related Activity

As of October 1, 2016, the Company had $907,854 of borrowing availability under the $1,000,000 Revolving Loan Facility after taking into account outstanding borrowings and $92,146 of standby and trade letters of credit issued and outstanding under this facility.

In March 2016, the Company amended the accounts receivable securitization facility that it entered into in November 2007 (the “Accounts Receivable Securitization Facility”). This amendment primarily extended the termination date to March 2017 and changed the borrowing capacity from a fixed capacity to a varying limit throughout the year, in order to minimize fees for the Company’s unused portion of the facility.

As of October 1, 2016, the Company was in compliance with all financial covenants under its credit facilities.

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Accumulated Other Comprehensive Loss

9 Months Ended

Oct. 01, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss (“AOCI”) are as follows:

	Cumulative Translation Adjustment			Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balance at January 2, 2016	$	(57,675	)	$	6,743		$	(563,759	)	$	219,758		$	(394,933	)
Amounts reclassified from accumulated other comprehensive loss	—			(4,424		)	12,843			(3,275		)	5,144
Current-period other comprehensive income (loss) activity	13,104			(7,131		)	—			2,574			8,547
Balance at October 1, 2016	$	(44,571	)	$	(4,812	)	$	(550,916	)	$	219,057		$	(381,242	)

The Company had the following reclassifications out of AOCI:

Component of AOCI	Location of Reclassification into Income	Amount of Reclassification from AOCI						Amount of Reclassification from AOCI
		Quarter Ended						Nine Months Ended
		October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Gain on foreign exchange contracts	Cost of sales	$	715		$	3,956		$	4,424		$	8,614
	Income tax	(278		)	(1,780		)	(1,721		)	(3,434		)
	Net of tax	437			2,176			2,703			5,180
Amortization of deferred actuarial loss and prior service cost	Selling, general and administrative expenses	(4,307		)	(5,101		)	(12,843		)	(9,987		)
	Income tax	1,675			1,852			4,996			4,648
	Net of tax	(2,632		)	(3,249		)	(7,847		)	(5,339		)
Total reclassifications		$	(2,195	)	$	(1,073	)	$	(5,144	)	$	(159	)

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Financial Instruments and Risk Management

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Financial Instruments and Risk Management

Financial Instruments and Risk Management

The Company uses forward foreign exchange contracts to manage its exposures to movements in foreign exchange rates. As of October 1, 2016, the notional U.S. dollar equivalent of commitments to sell and purchase foreign currencies within the Company’s derivative portfolio was $627,139 and $191, respectively, primarily consisting of contracts hedging exposures to the Australian dollar, Euro, Canadian dollar, Mexican peso, South African rand, Japanese yen and Brazilian real.

Fair Values of Derivative Instruments

The fair values of derivative financial instruments recognized in the Condensed Consolidated Balance Sheets of the Company were as follows:

	Balance Sheet Location	Fair Value
		October 1, 2016			January 2, 2016
Hedges	Other current assets	$	733		$	3,700
Non-hedges	Other current assets	300			1,514
Total derivative assets		1,033			5,214
Hedges	Accrued liabilities	(5,587		)	(330		)
Non-hedges	Accrued liabilities	(1,272		)	(775		)
Total derivative liabilities		(6,859		)	(1,105		)
Net derivative asset (liability)		$	(5,826	)	$	4,109

Cash Flow Hedges

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

The Company expects to reclassify into earnings during the next 12 months a net loss from AOCI of approximately $3,821.

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

The effect of cash flow hedge derivative instruments on the Condensed Consolidated Statements of Income and AOCI is as follows:

	Amount of Gain (Loss) Recognized in AOCI (Effective Portion)					Amount of Gain (Loss) Recognized in AOCI (Effective Portion)
	Quarter Ended					Nine Months Ended
	October 1, 2016			October 3, 2015		October 1, 2016			October 3, 2015
Foreign exchange contracts	$	(3,594	)	$	1,801	$	(7,131	)	$	13,454

	Location of Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Gain Reclassified from AOCI into Income (Effective Portion)				Amount of Gain Reclassified from AOCI into Income (Effective Portion)
		Quarter Ended				Nine Months Ended
		October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Foreign exchange contracts	Cost of sales	$	715	$	3,956	$	4,424	$	8,614

Derivative Contracts Not Designated As Hedges

The Company uses foreign exchange derivative contracts as economic hedges against the impact of foreign exchange fluctuations on existing accounts receivable and payable balances and intercompany lending transactions denominated in foreign currencies. These contracts are not designated as hedges under the accounting standards and are recorded at fair value in the Condensed Consolidated Balance Sheet. Any gains or losses resulting from changes in fair value are recognized directly into earnings. Gains or losses on these contracts largely offset the net remeasurement gains or losses on the related assets and liabilities.

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

	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income					Amount of Gain (Loss) Recognized in Income
		Quarter Ended					Nine Months Ended
		October 1, 2016		October 3, 2015			October 1, 2016		October 3, 2015
Foreign exchange contracts	Selling, general and administrative expenses	$	7,694	$	(3,901	)	$	7,970	$	(5,477	)

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Fair Value of Assets and Liabilities

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Fair Value of Assets and Liabilities

Fair Value of Assets and Liabilities

As of October 1, 2016, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. These consisted of the Company’s derivative instruments related to foreign exchange rates, deferred compensation plan liabilities and contingent consideration resulting from the Champion Europe acquisition. The fair values of foreign currency derivatives are determined using the cash flows of the foreign exchange contract, discount rates to account for the passage of time and current foreign exchange market data and are categorized as Level 2. The fair value of deferred compensation plans is based on readily available current market data and is categorized as Level 2. The fair value of the contingent consideration obligation is determined by applying an option pricing model using Champion Europe’s expected EBITDA for calendar year 2016, as further described in Note 3 to the Company’s consolidated financial statements, and is categorized as Level 3. The contingent consideration obligation will be revalued each reporting period until the related contingencies are resolved, with any adjustments to the fair value recognized in earnings. The Company’s defined benefit pension plan investments are not required to be measured at fair value on a recurring basis.

There were no changes during the quarter ended October 1, 2016 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. There were no transfers into or out of Level 1, Level 2 or Level 3 during the quarter ended October 1, 2016. As of and during the quarter and nine months endedOctober 1, 2016, the Company did not have any non-financial assets or liabilities that were required to be measured at fair value on a recurring or non-recurring basis.

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

	Assets (Liabilities) at Fair Value as of October 1, 2016
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Foreign exchange derivative contracts	$	—	$	1,033		$	—
Foreign exchange derivative contracts	—		(6,859		)	—
	—		(5,826		)	—
Champion Europe contingent consideration	—		—			(45,277		)
Deferred compensation plan liability	—		(35,375		)	—
Total	$	—	$	(41,201	)	$	(45,277	)

	Assets (Liabilities) at Fair Value as of January 2, 2016
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Foreign exchange derivative contracts	$	—	$	5,214		$	—
Foreign exchange derivative contracts	—		(1,105		)	—
	—		4,109			—
Deferred compensation plan liability	—		(36,257		)	—
Total	$	—	$	(32,148	)	$	—

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, trade accounts receivable, notes receivable and accounts payable approximated fair value as of October 1, 2016 and January 2, 2016. The carrying amount of trade accounts receivable included allowance for doubtful accounts, chargebacks and other deductions of $35,831 and $13,100 as of October 1, 2016 and January 2, 2016, respectively. The fair value of debt, which is classified as a Level 2 liability, was $4,277,195 and $2,537,640 as of October 1, 2016 and January 2, 2016, respectively. Debt had a carrying value of $4,116,260 and $2,506,981 as of October 1, 2016 and January 2, 2016, respectively. In the first quarter of 2016, the Company adopted new accounting rules, which require debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. The carrying value of debt reflected on the face of the balance sheet reflects the adoption of the new accounting rules. However, the carrying value of debt reflected in this footnote disclosure reflects the gross amount owed to creditors. The fair values were estimated using quoted market prices as provided in secondary markets, which consider the Company’s credit risk and market related conditions. The carrying amounts of the Company’s notes payable, which is classified as a Level 2 liability, approximated fair value as of October 1, 2016 and January 2, 2016, primarily due to the short-term nature of these instruments.

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Income Taxes

9 Months Ended

Oct. 01, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company’s effective income tax rate for continuing operations was 6% and 8% for the quarters ended October 1, 2016 and October 3, 2015, respectively. The Company’s effective income tax rate for continuing operations was 7% and 11% for the nine months endedOctober 1, 2016 and October 3, 2015, respectively. The lower effective income tax rate for the quarter and nine months endedOctober 1, 2016 compared to the quarter and nine months endedOctober 3, 2015 was primarily due to a lower proportion of earnings attributed to domestic subsidiaries, which are taxed at rates higher than foreign subsidiaries.

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Business Segment Information

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Business Segment Information

Business Segment Information

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

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

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

• Activewear sells basic branded products that are primarily seasonal in nature under the product categories of branded printwear and retail activewear, as well as licensed logo apparel in collegiate bookstores, mass retail and other channels.

• Direct to Consumer includes the Company’s value-based (“outlet”) stores and retail Internet operations that sell products from the Company’s portfolio of leading brands directly to consumers.

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

The Company evaluates the operating performance of its segments based upon segment operating profit, which is defined as operating profit before general corporate expenses and amortization of intangibles. The Company decided in the first quarter of 2016 to revise the manner in which the Company allocates certain selling, general and administrative expenses. Certain prior year segment operating profit disclosures have been revised to conform to current year presentation. The accounting policies of the segments are consistent with those described in Note 2 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended January 2, 2016.

	Quarter Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Net sales:
Innerwear	$	688,343	$	674,854	$	1,998,293	$	2,014,858
Activewear	510,588		521,461		1,187,507		1,203,558
Direct to Consumer	83,966		94,323		240,219		255,294
International	478,122		300,400		1,026,871		848,282
Total net sales	$	1,761,019	$	1,591,038	$	4,452,890	$	4,321,992

	Quarter Ended						Nine Months Ended
	October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Segment operating profit:
Innerwear	$	151,147		$	142,196		$	450,566		$	460,295
Activewear	74,575			95,980			162,960			187,183
Direct to Consumer	4,341			9,052			9,618			13,378
International	61,312			34,200			109,184			76,079
Total segment operating profit	291,375			281,428			732,328			736,935
Items not included in segment operating profit:
General corporate expenses	(14,776		)	(24,072		)	(54,798		)	(69,850		)
Acquisition, integration and other action related charges	(42,587		)	(42,787		)	(91,651		)	(211,981		)
Amortization of intangibles	(5,660		)	(6,241		)	(13,912		)	(17,912		)
Total operating profit	228,352			208,328			571,967			437,192
Other expenses	(1,559		)	(718		)	(50,533		)	(1,930		)
Interest expense, net	(43,433		)	(31,356		)	(111,539		)	(87,263		)
Income from continuing operations before income tax expense	$	183,360		$	176,254		$	409,895		$	347,999

For the quarter endedOctober 1, 2016, the Company incurred acquisition, integration and other action related charges of $42,587, of which $13,563 is reported in the “Cost of sales” line and $29,024 is reported in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statement of Income. For the quarter endedOctober 3, 2015, the Company incurred acquisition, integration and other action related charges of $42,787, of which $7,720 is reported in the “Cost of sales” line and $35,067 is reported in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statement of Income.

For the nine months endedOctober 1, 2016, the Company incurred acquisition, integration and other action related charges of $138,942, of which $27,732 is reported in the “Cost of sales” line, $63,919 is reported in the “Selling, general and administrative expenses” line and $47,291 is reported in the “Other expenses” line in the Condensed Consolidated Statement of Income. For the nine months endedOctober 3, 2015, the Company incurred acquisition, integration and other action related charges of $211,981, of which $47,939 is reported in the “Cost of sales” line and $164,042 is reported in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statement of Income.

As part of the Hanes Europe Innerwear acquisition strategy, the Company has identified management and administrative positions that are considered non-essential and/or duplicative that will be eliminated. As of January 2, 2016, the Company had accrued approximately $54,000 for employee termination and other benefits recognized in accordance with expected benefit payments for affected employees. The charges were reflected in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Consolidated Statements of Income. As of October 1, 2016, approximately $14,041 of benefit payments had been made, resulting in an accrual of $39,959, of which, $25,635 and $14,324, is included in the “Accrued liabilities” and “Other noncurrent liabilities” lines of the Condensed Consolidated Balance Sheet, respectively.

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Acquisitions (Tables)

9 Months Ended

Oct. 01, 2016

Pacific Brands

Business Acquisition [Line Items]

Schedule of acquired assets and liabilities assumed

The acquired assets and assumed liabilities at the date of acquisition (July 14, 2016) include the following:

Cash and cash equivalents	$	54,294
Accounts receivable, net	36,019
Inventories	104,806
Other current assets	16,588
Current assets of discontinued operations	28,970
Property, net	41,221
Trademarks and other identifiable intangibles	506,170
Deferred tax assets and other noncurrent assets	11,472
Total assets acquired	799,540
Accounts payable	89,309
Accrued liabilities and other	22,838
Current liabilities of discontinued operations	14,564
Long-term debt	41,976
Deferred tax liabilities and other noncurrent liabilities	16,130
Total liabilities assumed	184,817
Net assets acquired	614,723
Goodwill	186,148
Purchase price	$	800,871

Champion Europe

Business Acquisition [Line Items]

Schedule of acquired assets and liabilities assumed

The acquired assets, contingent consideration and assumed liabilities at the date of acquisition (June 30, 2016) include the following:

Cash and cash equivalents	$	14,581
Trade accounts receivable, net	27,926
Inventories	53,816
Other current assets	5,976
Property, net	24,605
Trademarks and other identifiable intangibles	135,277
Deferred tax assets and other noncurrent assets	3,777
Total assets acquired	265,958
Accounts payable	66,594
Accrued liabilities and other (including contingent consideration)	60,298
Notes payable	27,748
Deferred tax liabilities and other noncurrent liabilities	20,282
Total liabilities assumed and contingent consideration	174,922
Net assets acquired	91,036
Goodwill	108,756
Initial consideration paid	199,792
Estimated contingent consideration	45,277
Total purchase price	$	245,069

Pacific Brands and Champion Europe, Combined

Business Acquisition [Line Items]

Pro forma information

naudited pro forma results of operations for the Company are presented below assuming that the 2016 acquisition of Pacific Brands and Champion Europe had occurred on January 4, 2015. Pro forma operating results for the quarter and nine months ended October 3, 2015 include a benefit totaling $389 and include expenses totaling $7,969, respectively, for acquisition-related adjustments primarily related to inventory and stock compensation.

	Quarter Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Net sales	$	1,780,530	$	1,774,558	$	4,859,619	$	4,884,041
Net income from continuing operations	172,040		171,592		448,589		312,519
Earnings per share from continuing operations:
Basic	$	0.45	$	0.43	$	1.17	$	0.78
Diluted	0.45		0.43		1.16		0.78

Knights Apparel

Business Acquisition [Line Items]

Pro forma information

	Quarter Ended		Nine Months Ended
	October 3, 2015		October 3, 2015
Net sales	$	1,591,038	$	4,344,149
Net income from continuing operations	163,327		313,919
Earnings per share from continuing operations:
Basic	$	0.41	$	0.78
Diluted	0.41		0.77

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Discontinued Operations (Tables) - Tontine Pillow and Dunlop Flooring [Member]

9 Months Ended

Oct. 01, 2016

Discontinued Operations [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Discontinued operations

The key components from discontinued operations related to the Tontine Pillow and Dunlop Flooring businesses were as follows:

	Quarter and Nine Months Ended
	October 1, 2016
Net sales	$	15,587
Cost of sales	9,996
Gross profit	5,591
Selling, general and administrative expenses	3,570
Operating profit	2,021
Other expenses	495
Income from discontinued operations before income tax expense	1,526
Income tax expense	458
Net income from discontinued operations, net of tax	$	1,068

Discontinued Operations, Held-for-sale [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disclosure of net assets discontinued operations classified as held-for-sale

Preliminary assets and liabilities of discontinued operations classified as held for sale in the condensed consolidated balance sheet as of October 1, 2016 consist of the following:

Trade accounts receivable, net	$	9,511
Inventories	11,155
Property, net	3,913
Trademarks and other identifiable intangibles, net	5,189
Accounts payable and accrued liabilities	(7,134		)
Net other assets and liabilities	(6,573		)
Net assets of discontinued operations	$	16,061

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Stockholders' Equity (Tables)

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Reconciliation of Basic to Diluted Weighted Average Shares

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

	Quarter Ended		Nine Months Ended
	October 1, 2016	October 3, 2015	October 1, 2016	October 3, 2015
Basic weighted average shares outstanding	379,368	399,445	382,235	402,011
Effect of potentially dilutive securities:
Stock options	1,890	1,943	2,016	3,035
Restricted stock units	1,293	1,587	1,210	1,298
Employee stock purchase plan and other	7	4	17	19
Diluted weighted average shares outstanding	382,558	402,979	385,478	406,363

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Inventories (Tables)

9 Months Ended

Oct. 01, 2016

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following:

	October 1, 2016		January 2, 2016
Raw materials	$	147,274	$	173,336
Work in process	200,067		200,836
Finished goods	1,657,656		1,440,430
	$	2,004,997	$	1,814,602

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Debt (Tables)

9 Months Ended

Oct. 01, 2016

Debt Disclosure [Abstract]

Debt

Debt consisted of the following:

	Interest Rate as of October 1, 2016	Principal Amount				Maturity Date
		October 1, 2016		January 2, 2016
Senior Secured Credit Facility:
Revolving Loan Facility	—%	$	—	$	63,500	April 2020
Euro Term Loan	3.50%	—		113,098		August 2021
Term Loan A	2.20%	669,062		705,313		April 2020
Term Loan B	3.25%	418,625		421,813		April 2022
Australian Term A-1	3.52%	153,846		—		July 2019
Australian Term A-2	3.82%	153,846		—		July 2021
Australian Revolving Loan Facility	—%	—		—		July 2021
4.875% Senior Notes	4.88%	900,000		—		May 2026
4.625% Senior Notes	4.63%	900,000		—		May 2024
3.5% Senior Notes	3.50%	560,852		—		June 2024
6.375% Senior Notes	6.38%	—		1,000,000		December 2020
European Revolving Loan Facility	1.50%	67,302		—		September 2017
Accounts Receivable Securitization Facility	1.39%	244,074		195,163		March 2017
Other International Debt	Various	48,653		8,094		Various
		4,116,260		2,506,981
Less long-term debt issuance cost		48,416		21,450
Less current maturities		383,436		252,819
		$	3,684,408	$	2,232,712

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Oct. 01, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss (“AOCI”) are as follows:

	Cumulative Translation Adjustment			Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balance at January 2, 2016	$	(57,675	)	$	6,743		$	(563,759	)	$	219,758		$	(394,933	)
Amounts reclassified from accumulated other comprehensive loss	—			(4,424		)	12,843			(3,275		)	5,144
Current-period other comprehensive income (loss) activity	13,104			(7,131		)	—			2,574			8,547
Balance at October 1, 2016	$	(44,571	)	$	(4,812	)	$	(550,916	)	$	219,057		$	(381,242	)

Schedule of Reclassifications Out of Accumulated Other Comprehensive Loss

The Company had the following reclassifications out of AOCI:

Component of AOCI	Location of Reclassification into Income	Amount of Reclassification from AOCI						Amount of Reclassification from AOCI
		Quarter Ended						Nine Months Ended
		October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Gain on foreign exchange contracts	Cost of sales	$	715		$	3,956		$	4,424		$	8,614
	Income tax	(278		)	(1,780		)	(1,721		)	(3,434		)
	Net of tax	437			2,176			2,703			5,180
Amortization of deferred actuarial loss and prior service cost	Selling, general and administrative expenses	(4,307		)	(5,101		)	(12,843		)	(9,987		)
	Income tax	1,675			1,852			4,996			4,648
	Net of tax	(2,632		)	(3,249		)	(7,847		)	(5,339		)
Total reclassifications		$	(2,195	)	$	(1,073	)	$	(5,144	)	$	(159	)

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Financial Instruments and Risk Management (Tables)

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Fair Values of Derivative Instruments

The fair values of derivative financial instruments recognized in the Condensed Consolidated Balance Sheets of the Company were as follows:

	Balance Sheet Location	Fair Value
		October 1, 2016			January 2, 2016
Hedges	Other current assets	$	733		$	3,700
Non-hedges	Other current assets	300			1,514
Total derivative assets		1,033			5,214
Hedges	Accrued liabilities	(5,587		)	(330		)
Non-hedges	Accrued liabilities	(1,272		)	(775		)
Total derivative liabilities		(6,859		)	(1,105		)
Net derivative asset (liability)		$	(5,826	)	$	4,109

Effect of Cash Flow Hedge Derivative Instruments

The effect of cash flow hedge derivative instruments on the Condensed Consolidated Statements of Income and AOCI is as follows:

	Amount of Gain (Loss) Recognized in AOCI (Effective Portion)					Amount of Gain (Loss) Recognized in AOCI (Effective Portion)
	Quarter Ended					Nine Months Ended
	October 1, 2016			October 3, 2015		October 1, 2016			October 3, 2015
Foreign exchange contracts	$	(3,594	)	$	1,801	$	(7,131	)	$	13,454

	Location of Gain Reclassified from AOCI into Income (Effective Portion)	Amount of Gain Reclassified from AOCI into Income (Effective Portion)				Amount of Gain Reclassified from AOCI into Income (Effective Portion)
		Quarter Ended				Nine Months Ended
		October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Foreign exchange contracts	Cost of sales	$	715	$	3,956	$	4,424	$	8,614

Effect of Mark to Market Hedge Derivative Instruments on Condensed Consolidated Statements of Income

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

	Location of Gain (Loss) Recognized in Income on Derivative	Amount of Gain (Loss) Recognized in Income					Amount of Gain (Loss) Recognized in Income
		Quarter Ended					Nine Months Ended
		October 1, 2016		October 3, 2015			October 1, 2016		October 3, 2015
Foreign exchange contracts	Selling, general and administrative expenses	$	7,694	$	(3,901	)	$	7,970	$	(5,477	)

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Fair Value of Assets and Liabilities (Tables)

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

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

	Assets (Liabilities) at Fair Value as of October 1, 2016
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Foreign exchange derivative contracts	$	—	$	1,033		$	—
Foreign exchange derivative contracts	—		(6,859		)	—
	—		(5,826		)	—
Champion Europe contingent consideration	—		—			(45,277		)
Deferred compensation plan liability	—		(35,375		)	—
Total	$	—	$	(41,201	)	$	(45,277	)

	Assets (Liabilities) at Fair Value as of January 2, 2016
	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Foreign exchange derivative contracts	$	—	$	5,214		$	—
Foreign exchange derivative contracts	—		(1,105		)	—
	—		4,109			—
Deferred compensation plan liability	—		(36,257		)	—
Total	$	—	$	(32,148	)	$	—

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Business Segment Information (Tables)

9 Months Ended

Oct. 01, 2016

Text Block [Abstract]

Net Sales

	Quarter Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Net sales:
Innerwear	$	688,343	$	674,854	$	1,998,293	$	2,014,858
Activewear	510,588		521,461		1,187,507		1,203,558
Direct to Consumer	83,966		94,323		240,219		255,294
International	478,122		300,400		1,026,871		848,282
Total net sales	$	1,761,019	$	1,591,038	$	4,452,890	$	4,321,992

Segment Operating Profit

	Quarter Ended						Nine Months Ended
	October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Segment operating profit:
Innerwear	$	151,147		$	142,196		$	450,566		$	460,295
Activewear	74,575			95,980			162,960			187,183
Direct to Consumer	4,341			9,052			9,618			13,378
International	61,312			34,200			109,184			76,079
Total segment operating profit	291,375			281,428			732,328			736,935
Items not included in segment operating profit:
General corporate expenses	(14,776		)	(24,072		)	(54,798		)	(69,850		)
Acquisition, integration and other action related charges	(42,587		)	(42,787		)	(91,651		)	(211,981		)
Amortization of intangibles	(5,660		)	(6,241		)	(13,912		)	(17,912		)
Total operating profit	228,352			208,328			571,967			437,192
Other expenses	(1,559		)	(718		)	(50,533		)	(1,930		)
Interest expense, net	(43,433		)	(31,356		)	(111,539		)	(87,263		)
Income from continuing operations before income tax expense	$	183,360		$	176,254		$	409,895		$	347,999

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Acquisitions Narrative (Details) € in Thousands, AUD in Thousands, $ in Thousands			1 Months Ended			3 Months Ended		9 Months Ended
	Jul. 14, 2016 AUD	Jul. 14, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 EUR (€)	Jun. 30, 2016 USD ($)	Oct. 01, 2016 USD ($)	Oct. 03, 2015 USD ($)	Oct. 01, 2016 USD ($)	Oct. 03, 2015 USD ($)	Jun. 30, 2016 USD ($)	Jan. 02, 2016 USD ($)
Business Acquisition [Line Items]
Goodwill						$ 1,142,523		$ 1,142,523			$ 834,315
Pacific Brands
Business Acquisition [Line Items]
Percent of business acquired		100.00%
Payments to acquire businesses	AUD 1,049,360	$ 800,871
Goodwill		186,148
Champion Europe
Business Acquisition [Line Items]
Percent of business acquired				100.00%						100.00%
Payments to acquire businesses				€ 220,293	$ 245,069
Estimated contingent consideration				€ 40,700						$ 45,277
Fair Value Inputs, Earnings before Interest, Taxes, Depreciation, and Amortization Multiple				10	10
Goodwill										$ 108,756
GTM and Universo, Combined [Member]
Business Acquisition [Line Items]
Consideration transferred			$ 24,441
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Working Capital			12,169
Goodwill						4,519		$ 4,519
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Net Assets			$ 7,753
Working Capital [Member] | Champion Europe
Business Acquisition [Line Items]
Goodwill, purchase accounting adjustments						$ 591
Trademarks And Brand Names [Member] | Pacific Brands
Business Acquisition [Line Items]
Indefinite-lived Intangible Assets Acquired		410,602
Trademarks And Brand Names [Member] | Champion Europe
Business Acquisition [Line Items]
Indefinite-lived Intangible Assets Acquired					$ 119,146
Licensing agreements | Pacific Brands
Business Acquisition [Line Items]
Indefinite-lived Intangible Assets Acquired		$ 38,160
Loyalty programs | Pacific Brands
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years	3 years
Licensing agreements | Champion Europe
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired					$ 2,225
Finite-Lived Intangible Asset, Useful Life				3 years	3 years
Distribution networks | Pacific Brands
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired		$ 58,003
Finite-Lived Intangible Asset, Useful Life	10 years	10 years
Distribution networks | Champion Europe
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired					$ 15,463
Finite-Lived Intangible Asset, Useful Life				10 years	10 years
Customer lists | Pacific Brands
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired		$ 3,167
Finite-Lived Intangible Asset, Useful Life	3 years	3 years
Unfavorable leases | Pacific Brands
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired		$ 3,762
Finite-Lived Intangible Asset, Useful Life	3 years	3 years
Unfavorable leases | Champion Europe
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired					$ 1,557
3.50% Senior Notes
Business Acquisition [Line Items]
Interest Rate on Senior Notes Issued						3.50%		3.50%
Pro Forma [Member] | Pacific Brands
Business Acquisition [Line Items]
Acquisition related costs						$ 19,575
Pro forma information, revenue of acquiree since acquisition date, actual						111,292
Pro forma information, earnings of acquiree since acquisition date, actual						$ 6,993
Pro Forma [Member] | Champion Europe
Business Acquisition [Line Items]
Acquisition related costs								$ 7,550
Pro forma information, revenue of acquiree since acquisition date, actual					62,127
Pro forma information, earnings of acquiree since acquisition date, actual					$ 8,423
Pro Forma [Member] | Knights Apparel
Business Acquisition [Line Items]
Acquisition related costs							$ (1,158)		$ (7,786)

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Acquisitions (Details) € in Thousands, $ in Thousands	Oct. 01, 2016 USD ($)	Jul. 14, 2016 USD ($)	Jun. 30, 2016 EUR (€)	Jun. 30, 2016 USD ($)	Jan. 02, 2016 USD ($)
Business Acquisition [Line Items]
Goodwill	$ 1,142,523				$ 834,315
Pacific Brands
Business Acquisition [Line Items]
Cash and cash equivalents		$ 54,294
Trade accounts receivable		36,019
Inventories		104,806
Other current assets		16,588
Current assets of discontinued operations		28,970
Property, net		41,221
Trademarks and other identifiable intangibles		506,170
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets		11,472
Total assets acquired		799,540
Accounts payable, accrued liabilities and other		89,309
Accrued liabilities		22,838
Deferred tax liabilities and other noncurrent liabilities		16,130
Current Liabilities of Discontinued Operations		14,564
Long-term Debt		41,976
Total liabilities assumed		184,817
Net assets acquired		614,723
Goodwill		186,148
Purchase price		$ 800,871
Champion Europe
Business Acquisition [Line Items]
Cash and cash equivalents				$ 14,581
Trade accounts receivable				27,926
Inventories				53,816
Other current assets				5,976
Property, net				24,605
Trademarks and other identifiable intangibles				135,277
Deferred tax assets and other noncurrent assets				3,777
Total assets acquired				265,958
Accounts payable, accrued liabilities and other				66,594
Accrued liabilities				60,298
Notes payable				27,748
Deferred tax liabilities and other noncurrent liabilities				20,282
Total liabilities assumed				174,922
Net assets acquired				91,036
Goodwill				108,756
Initial consideration paid				199,792
Estimated contingent consideration			€ 40,700	45,277
Purchase price				$ 245,069

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Acquisition Pro Forma (Details) - Pro Forma [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Pacific Brands and Champion Europe, Combined
Business Acquisition [Line Items]
Acquisition related costs		$ 389		$ (7,969)
Pro forma revenue	$ 1,780,530	1,774,558	$ 4,859,619	4,884,041
Pro forma net income	$ 172,040	$ 171,592	$ 448,589	$ 312,519
Pro forma earnings per share, basic	$ 0.45	$ 0.43	$ 1.17	$ 0.78
Pro forma earnings per share, diluted	$ 0.45	$ 0.43	$ 1.16	$ 0.78
Champion Europe
Business Acquisition [Line Items]
Acquisition related costs			$ (7,550)
Pacific Brands
Business Acquisition [Line Items]
Acquisition related costs	$ (19,575)
Knights Apparel
Business Acquisition [Line Items]
Acquisition related costs		$ 1,158		$ 7,786
Pro forma revenue		1,591,038		4,344,149
Pro forma net income		$ 163,327		$ 313,919
Pro forma earnings per share, basic		$ 0.41		$ 0.78
Pro forma earnings per share, diluted		$ 0.41		$ 0.77

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Discontinued Operations (Details) - Discontinued Operations [Member] $ in Thousands	3 Months Ended
	Oct. 01, 2016 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales	$ 15,587
Cost of sales	9,996
Gross profit	5,591
Selling, general and administrative expenses	3,570
Operating profit	2,021
Other expenses	495
Income from discontinued operations before income tax expense	1,526
Income tax expense	458
Net income from discontinued operations, net of tax	1,068
Trade accounts receivable, net	9,511
Inventories	11,155
Property, net	3,913
Trademarks and other identifiable intangibles, net	5,189
Accounts payable and accrued liabilities	(7,134)
Net other assets and liabilities	(6,573)
Net assets of discontinued operations	$ 16,061

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Stockholders' Equity (Reconciliation of basic to diluted weighted average shares) (Detail) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Disclosure Reconciliation Of Basic To Diluted Weighted Average Shares [Abstract]
Basic weighted average shares outstanding	379,368	399,445	382,235	402,011
Effect of potentially dilutive securities:
Stock options	1,890	1,943	2,016	3,035
Restricted stock units	1,293	1,587	1,210	1,298
Employee stock purchase plan and other	7	4	17	19
Diluted weighted average shares outstanding	382,558	402,979	385,478	406,363

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Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 25, 2016	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015	Apr. 27, 2016	Dec. 31, 2007
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dividends, Per Share, Declared		$ 0.11	$ 0.10	$ 0.33	$ 0.30
Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		0	0	0	0
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		42,000	0	42,000	0
Subsequent Event [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dividends, Per Share, Declared	$ 0.11
2007 Share Repurchase Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased							40,000,000
Stock repurchased during period, shares			10,665,000	14,243,000	10,665,000
Shares acquired weighted average cost per share			$ 29.15	$ 26.65	$ 29.15
Stock repurchased during period, value			$ 311,103	$ 379,901	$ 311,103
2016 Share Repurchase Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased						40,000,000
Stock repurchased during period, shares		0
Remaining number of shares authorized to be repurchased		40,000,000		40,000,000

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Inventories (Detail) - USD ($) $ in Thousands	Oct. 01, 2016	Jan. 02, 2016
Inventory Disclosure [Abstract]
Raw materials	$ 147,274	$ 173,336
Work in process	200,067	200,836
Finished goods	1,657,656	1,440,430
Total Inventories	$ 2,004,997	$ 1,814,602

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Debt (Detail) € in Thousands, $ in Thousands	Oct. 01, 2016 EUR (€)	Oct. 01, 2016 USD ($)	Jun. 03, 2016 EUR (€)	Jan. 02, 2016 USD ($)	Nov. 09, 2010
Debt Instrument [Line Items]
Principal Amount		$ 4,116,260		$ 2,506,981
Unamortized Debt Issuance Expense		48,416		21,450
Long-term Debt, Current Maturities		$ 383,436		252,819
Revolving Loan Facility
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	0.00%	0.00%
Principal Amount		$ 0		63,500
Euro Term Loan
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	3.50%	3.50%
Principal Amount		$ 0		113,098
Term Loan A
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	2.19788%	2.19788%
Principal Amount		$ 669,062		705,313
Term Loan B
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	3.25%	3.25%
Principal Amount		$ 418,625		421,813
Australian Term A-1 Loan Facility [Member]
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	3.52%	3.52%
Principal Amount		$ 153,846		0
Australian Term A-2 Loan Facility [Member]
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	3.82%	3.82%
Principal Amount		$ 153,846		0
Australian Revolving Facility [Member]
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	0.00%	0.00%
Principal Amount		$ 0		0
4.875% Senior Notes
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	4.875%	4.875%
Principal Amount		$ 900,000		0
4.625% Senior Notes [Member]
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	4.63%	4.63%
Principal Amount		$ 900,000		0
3.50% Senior Notes
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	3.50%	3.50%
Principal Amount		$ 560,852	€ 500,000	0
6.375% Senior Notes
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	6.375%	6.375%			6.375%
Principal Amount		$ 0		1,000,000
European Revolving Loan Facility [Member]
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	1.50%	1.50%
Principal Amount	€ 67,302	$ 67,302		0
Accounts Receivable Securitization Facility
Debt Instrument [Line Items]
Interest Rate as of October 1, 2016	1.3876%	1.3876%
Principal Amount		$ 244,074		195,163
Other International Debt
Debt Instrument [Line Items]
Principal Amount		$ 48,653		$ 8,094

XML

Debt (Additional Information) (Detail) € in Thousands, AUD in Thousands, $ in Thousands			3 Months Ended	9 Months Ended
	Jul. 11, 2016 AUD	Jun. 03, 2016 EUR (€)	Oct. 01, 2016 USD ($)	Oct. 01, 2016 USD ($)	Oct. 03, 2015 USD ($)	Oct. 01, 2016 EUR (€)	Oct. 01, 2016 USD ($)	Sep. 09, 2016 EUR (€)	Jul. 15, 2016 USD ($)	Jan. 02, 2016 USD ($)	Nov. 09, 2010
Debt Instrument [Line Items]
Charge for call premium and write-off of unamortized debt costs				$ 12,667	$ 0
Principal Amount							$ 4,116,260			$ 2,506,981
2016 New Senior Notes, Combined [Member]
Debt Instrument [Line Items]
Debt Issuance Costs, Gross							$ 40,049
3.50% Senior Notes
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						3.50%	3.50%
Proceeds from Issuance of Debt | €		€ 492,500
Principal Amount		€ 500,000					$ 560,852			0
2024 and 2026 Senior Notes Combined [Member]
Debt Instrument [Line Items]
Proceeds from Issuance of Debt			$ 1,773,000
4.875% Senior Notes [Member]
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						4.875%	4.875%
Principal Amount							$ 900,000			0
4.625% Senior Notes [Member]
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						4.63%	4.63%
Principal Amount							$ 900,000			0
6.375% Senior Notes
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						6.375%	6.375%				6.375%
Charge for call premium and write-off of unamortized debt costs				$ 47,291
Principal Amount							$ 0			1,000,000
Revolving Loan Facility
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						0.00%	0.00%
Remaining capacity under senior secured credit facility							$ 907,854
Maximum borrowing capacity under revolving credit facility							1,000,000
Principal Amount							0			63,500
Trade letters of credit issued							$ 92,146
Australian Revolving Facility [Member]
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						0.00%	0.00%
Maximum borrowing capacity under revolving credit facility									$ 65,000
Principal Amount							$ 0			0
Australian Term Loan Facilities [Member]
Debt Instrument [Line Items]
Debt to EBITDA Ratio			4
EBITDA to Interest Expense Ratio			3
European Revolving Loan Facility [Member]
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						1.50%	1.50%
Maximum borrowing capacity under revolving credit facility | €								€ 100,000
Principal Amount						€ 67,302	$ 67,302			0
Voluntary Minimum Prepayment Principal Amount			$ 5,000
Voluntary Prepayment Principal Amount, Increments above Minimum			$ 1,000
Australian Term A-1 Loan Facility [Member]
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						3.52%	3.52%
Proceeds from Issuance of Debt | AUD	AUD 200,000
Principal Amount							$ 153,846			0
Australian Term A-2 Loan Facility [Member]
Debt Instrument [Line Items]
Interest Rate on Senior Notes Issued						3.82%	3.82%
Proceeds from Issuance of Debt | AUD	AUD 200,000
Principal Amount							$ 153,846			$ 0
Minimum [Member]
Debt Instrument [Line Items]
Debt Issuance Costs Amortization Period, In Years				8 years
Maximum [Member]
Debt Instrument [Line Items]
Debt Issuance Costs Amortization Period, In Years				10 years
Euro LIBOR [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			0.00%
Euro LIBOR [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			1.50%

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(Accumulated Other Comprehensive Income (Loss) Rollforward) (Details) $ in Thousands	9 Months Ended
	Oct. 01, 2016 USD ($)
Accumulated Other Comprehensive Income (Loss), Tax [Roll Forward]
Balance at January 2, 2016, tax	$ 219,758
Amounts reclassified from accumulated other comprehensive loss, tax	(3,275)
Current-period other comprehensive income (loss) activity, tax	2,574
Balance at April 2, 2016, tax	219,057
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance at January 2, 2016, net of tax	(394,933)
Amounts reclassified from accumulated other comprehensive loss, net of tax	5,144
Current-period other comprehensive income (loss) activity, net of tax	8,547
Balance at October 1, 2016, net of tax	(381,242)
Cumulative translation adjustment
Accumulated Other Comprehensive Income (Loss), Before Tax [Roll Forward]
Balance at January 2, 2016, before tax	(57,675)
Amounts reclassified from accumulated other comprehensive loss, before tax	0
Current-period other comprehensive income (loss) activity, before tax	13,104
Balance at April 2, 2016, before tax	(44,571)
Foreign exchange contracts
Accumulated Other Comprehensive Income (Loss), Before Tax [Roll Forward]
Balance at January 2, 2016, before tax	6,743
Amounts reclassified from accumulated other comprehensive loss, before tax	(4,424)
Current-period other comprehensive income (loss) activity, before tax	(7,131)
Balance at April 2, 2016, before tax	(4,812)
Defined benefit plans
Accumulated Other Comprehensive Income (Loss), Before Tax [Roll Forward]
Balance at January 2, 2016, before tax	(563,759)
Amounts reclassified from accumulated other comprehensive loss, before tax	12,843
Current-period other comprehensive income (loss) activity, before tax	0
Balance at April 2, 2016, before tax	$ (550,916)

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Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Cost of sales	$ 1,111,653	$ 1,010,288	$ 2,788,977	$ 2,726,786
Income tax expense (benefit)	(10,570)	(14,100)	(28,693)	(38,307)
Selling, general and administrative expenses	(421,014)	(372,422)	(1,091,946)	(1,158,014)
Net income	173,858	162,154	382,270	309,692
Reclassification out of Accumulated Other Comprehensive Income
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Net income	(2,195)	(1,073)	(5,144)	(159)
Reclassification out of Accumulated Other Comprehensive Income | Amortization of deferred actuarial loss and prior service cost
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Income tax expense (benefit)	1,675	1,852	4,996	4,648
Selling, general and administrative expenses	(4,307)	(5,101)	(12,843)	(9,987)
Net income	(2,632)	(3,249)	(7,847)	(5,339)
Reclassification out of Accumulated Other Comprehensive Income | Foreign Exchange Contract | Gain (loss) on cash flow hedges:
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Cost of sales	715	3,956	4,424	8,614
Income tax expense (benefit)	(278)	(1,780)	(1,721)	(3,434)
Net income	$ 437	$ 2,176	$ 2,703	$ 5,180

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Financial Instruments and Risk Management (Additional Information) (Detail) $ in Thousands	9 Months Ended
	Oct. 01, 2016 USD ($)
Derivative [Line Items]
Amount expected to be reclassified into earnings	$ 3,821
Foreign Exchange Contract | Designated as Hedging Instrument | Short
Derivative [Line Items]
Commitments to sell and purchase foreign currencies in foreign currency cash flow hedge derivative portfolio	627,139
Foreign Exchange Contract | Designated as Hedging Instrument | Long
Derivative [Line Items]
Commitments to sell and purchase foreign currencies in foreign currency cash flow hedge derivative portfolio	$ 191

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Financial Instruments and Risk Management (Fair Values of Derivative Instruments) (Detail) - USD ($) $ in Thousands	Oct. 01, 2016	Jan. 02, 2016
Derivatives, Fair Value [Line Items]
Fair value of assets and liabilities	$ (5,826)	$ 4,109
Other current assets
Derivatives, Fair Value [Line Items]
Total derivative assets	1,033	5,214
Other current assets | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Total derivative assets	733	3,700
Other current assets | Non-hedges
Derivatives, Fair Value [Line Items]
Total derivative assets	300	1,514
Accrued liabilities
Derivatives, Fair Value [Line Items]
Total derivative liabilities	(6,859)	(1,105)
Accrued liabilities | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Total derivative liabilities	(5,587)	(330)
Accrued liabilities | Non-hedges
Derivatives, Fair Value [Line Items]
Total derivative liabilities	$ (1,272)	$ (775)

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Financial Instruments and Risk Management (Effect of cash flow hedge derivative instruments) (Detail) - Foreign Exchange Contract - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Derivatives, Fair Value [Line Items]
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (Effective Portion)	$ (3,594)	$ 1,801	$ (7,131)	$ 13,454
Cost of Sales [Member]
Derivatives, Fair Value [Line Items]
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)	$ 715	$ 3,956	$ 4,424	$ 8,614

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Financial Instruments and Risk Management (Effect of mark to market hedge derivative instruments on Condensed Consolidated Statements of Income) (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Foreign Exchange Contract | Selling, General and Administrative Expenses [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Income	$ 7,694	$ (3,901)	$ (7,970)	$ 5,477

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Fair Value of Assets and Liabilities (Additional Information) (Detail) - USD ($) $ in Thousands	Oct. 01, 2016	Jan. 02, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Allowance for Doubtful Accounts Receivable, Current	$ 35,831	$ 13,100
Carrying value of debt	4,116,260	2,506,981
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 4,277,195	$ 2,537,640

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Fair Value of Assets and Liabilities (Fair Value of Financial Assets and Liabilities Measured on Recurring Basis) (Detail) - USD ($) $ in Thousands	Oct. 01, 2016	Jan. 02, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets and liabilities	$ (5,826)	$ 4,109
Fair Value, Measurements, Recurring | Quoted Prices In Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets and liabilities	0	0
Champion Europe contingent consideration	0
Deferred compensation plan liability	0	0
Net Effect Of Financial Asset Less Financial Liability	0	0
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets and liabilities	(5,826)	4,109
Champion Europe contingent consideration	0
Deferred compensation plan liability	35,375	36,257
Net Effect Of Financial Asset Less Financial Liability	(41,201)	(32,148)
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets and liabilities	0	0
Deferred compensation plan liability	0	0
Net Effect Of Financial Asset Less Financial Liability	(45,277)	0
Fair Value, Measurements, Recurring | Foreign exchange derivative contracts | Quoted Prices In Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total derivative assets	0	0
Total derivative liabilities	0	0
Fair Value, Measurements, Recurring | Foreign exchange derivative contracts | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total derivative assets	1,033	5,214
Total derivative liabilities	(6,859)	(1,105)
Fair Value, Measurements, Recurring | Foreign exchange derivative contracts | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total derivative assets	0	0
Total derivative liabilities	0	$ 0
Contingent consideration [Member] | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Champion Europe contingent consideration	$ (45,277)

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Income Taxes (Details)	3 Months Ended		9 Months Ended
	Oct. 01, 2016	Oct. 03, 2015	Oct. 01, 2016	Oct. 03, 2015
Income Tax Disclosure [Abstract]
Effective Income Tax Rate, Percent	6.00%	8.00%	7.00%	11.00%

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Business Segment Information (Detail) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2016 USD ($)	Oct. 03, 2015 USD ($)	Oct. 01, 2016 USD ($) segment	Oct. 03, 2015 USD ($)	Jan. 02, 2016 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | segment			4
Net sales:
Net sales	$ 1,761,019	$ 1,591,038	$ 4,452,890	$ 4,321,992
Segment operating profit:
Total operating profit	228,352	208,328	571,967	437,192
General corporate expenses	(14,776)	(24,072)	(54,798)	(69,850)
Acquisition, integration and other action related charges	(42,587)	(42,787)	(91,651)	(211,981)
Amortization of intangibles	(5,660)	(6,241)	(13,912)	(17,912)
Other expenses	(1,559)	(718)	(50,533)	(1,930)
Interest expense, net	(43,433)	(31,356)	(111,539)	(87,263)
Income before income tax expense	183,360	176,254	409,895	347,999
Other Employee Related Liabilities	39,959		39,959		$ 54,000
Employee termination and other benefits paid			14,041
Innerwear
Net sales:
Net sales	688,343	674,854	1,998,293	2,014,858
Segment operating profit:
Total operating profit	151,147	142,196	450,566	460,295
Activewear
Net sales:
Net sales	510,588	521,461	1,187,507	1,203,558
Segment operating profit:
Total operating profit	74,575	95,980	162,960	187,183
Direct to Consumer
Net sales:
Net sales	83,966	94,323	240,219	255,294
Segment operating profit:
Total operating profit	4,341	9,052	9,618	13,378
International
Net sales:
Net sales	478,122	300,400	1,026,871	848,282
Segment operating profit:
Total operating profit	61,312	34,200	109,184	76,079
Total segment operating profit
Segment operating profit:
Total operating profit	291,375	281,428	732,328	736,935
Accrued liabilities
Segment operating profit:
Other Employee Related Liabilities	25,635		25,635
Other Noncurrent Liabilities
Segment operating profit:
Other Employee Related Liabilities	14,324		14,324
Total [Member]
Segment operating profit:
Acquisition, integration and other action related charges	(42,587)	(42,787)	(138,942)	(211,981)
Cost of Sales [Member]
Segment operating profit:
Acquisition, integration and other action related charges	(13,563)	(7,720)	(27,732)	(47,939)
Selling, General and Administrative Expenses [Member]
Segment operating profit:
Acquisition, integration and other action related charges	$ (29,024)	$ (35,067)	(63,919)	$ (164,042)
Other Expense [Member]
Segment operating profit:
Acquisition, integration and other action related charges			$ (47,291)