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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 28, 2025
or
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| ☐ | 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.) |
| | |
| 101 North Cherry Street | | |
| Winston-Salem, | North Carolina | | 27101 |
| (Address of principal executive offices) | | (Zip code) |
(336) 519-8080
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 | HBI | New York Stock Exchange |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ | | | | |
| | | | | | | |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 1, 2025, there were 353,731,138 shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
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| Item 1. | | |
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| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
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| PART II | | |
| Item 1. | | |
| Item 1A. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| Item 5. | | |
| Item 6. | | |
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “could,” “will,” “expect,” “outlook,” “potential,” “project,” “estimate,” “future,” “intend,” “anticipate,” “plan,” “continue” or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding our intent, belief and current expectations about our strategic direction, prospects and future results are forward-looking statements and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those implied or expressed by such statements. These risks and uncertainties include, but are not limited to: trends associated with our business; our ability to successfully implement our strategic plans, including our supply chain restructuring and consolidation and other cost savings initiatives; the rapidly changing retail environment and the level of consumer demand; the effects of any geopolitical conflicts (including the ongoing Russia-Ukraine conflict and Middle East conflicts) or public health emergencies or severe global health crises, including effects on consumer spending, global supply chains, critical supply routes and the financial markets; our ability to deleverage on the anticipated time frame or at all; any inadequacy, interruption, integration failure or security failure with respect to our information technology; future intangible assets or goodwill impairment due to changes in our business, market condition or other factors; significant fluctuations in foreign exchange rates; legal, regulatory, political and economic risks related to our international operations, including the imposition of or changes in duties, taxes, tariffs and other charges impacting our products or supply chain, or the threat thereof; our ability to effectively manage our complex international tax structure; and our future financial performance. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements. Such statements speak only as of the date when made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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, including our Annual Report on Form 10-K for the year ended December 28, 2024, under the caption “Risk Factors”, and available on the “Investors” section of our corporate website, www.Hanes.com/investors. The contents of our corporate website are not incorporated by reference in this Quarterly Report on Form 10-Q.
PART I
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| Item 1. | Financial Statements |
HANESBRANDS INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Net sales | $ | 991,325 | | | $ | 973,927 | | | $ | 1,751,473 | | | $ | 1,718,602 | |
| Cost of sales | 579,400 | | | 675,584 | | | 1,022,848 | | | 1,122,826 | |
| Gross profit | 411,925 | | | 298,343 | | | 728,625 | | | 595,776 | |
| Selling, general and administrative expenses | 257,267 | | | 361,546 | | | 494,059 | | | 623,565 | |
| Operating profit (loss) | 154,658 | | | (63,203) | | | 234,566 | | | (27,789) | |
| Other expenses | 9,023 | | | 10,616 | | | 26,295 | | | 19,678 | |
| Interest expense, net | 47,536 | | | 50,279 | | | 90,855 | | | 100,862 | |
| Income (loss) from continuing operations before income taxes | 98,099 | | | (124,098) | | | 117,416 | | | (148,329) | |
| Income tax expense | 12,606 | | | 11,485 | | | 17,777 | | | 20,056 | |
| Income (loss) from continuing operations | 85,493 | | | (135,583) | | | 99,639 | | | (168,385) | |
| Loss from discontinued operations, net of tax | (3,882) | | | (162,797) | | | (27,484) | | | (169,117) | |
| Net income (loss) | $ | 81,611 | | | $ | (298,380) | | | $ | 72,155 | | | $ | (337,502) | |
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| Earnings (loss) per share - basic: | | | | | | | |
| Continuing operations | $ | 0.24 | | | $ | (0.39) | | | $ | 0.28 | | | $ | (0.48) | |
| Discontinued operations | (0.01) | | | (0.46) | | | (0.08) | | | (0.48) | |
| Net income (loss) | $ | 0.23 | | | $ | (0.85) | | | $ | 0.20 | | | $ | (0.96) | |
| | | | | | | |
| Earnings (loss) per share - diluted: | | | | | | | |
| Continuing operations | $ | 0.24 | | | $ | (0.39) | | | $ | 0.28 | | | $ | (0.48) | |
| Discontinued operations | (0.01) | | | (0.46) | | | (0.08) | | | (0.48) | |
| Net income (loss) | $ | 0.23 | | | $ | (0.85) | | | $ | 0.20 | | | $ | (0.96) | |
See accompanying notes to Condensed Consolidated Financial Statements.
2
HANESBRANDS INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Net income (loss) | $ | 81,611 | | | $ | (298,380) | | | $ | 72,155 | | | $ | (337,502) | |
| Other comprehensive income (loss): | | | | | | | |
| Translation adjustments | 37,775 | | | 9,839 | | | 48,877 | | | (48,181) | |
| Unrealized gain (loss) on qualifying cash flow hedges, net of tax of $1,634, $358, $1,802 and $(533), respectively | (3,480) | | | 971 | | | (3,519) | | | 11,215 | |
| Unrecognized income from pension and postretirement plans, net of tax of $20, $(34), $141 and $169, respectively | 3,537 | | | 5,472 | | | 7,237 | | | 9,686 | |
| Total other comprehensive income (loss) | 37,832 | | | 16,282 | | | 52,595 | | | (27,280) | |
| Comprehensive income (loss) | $ | 119,443 | | | $ | (282,098) | | | $ | 124,750 | | | $ | (364,782) | |
See accompanying notes to Condensed Consolidated Financial Statements.
3
HANESBRANDS INC.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | | |
| June 28, 2025 | | December 28, 2024 | | June 29, 2024 |
| Assets | | | | | |
| Cash and cash equivalents | $ | 220,343 | | | $ | 214,854 | | | $ | 213,267 | |
| Trade accounts receivable, net | 487,010 | | | 376,195 | | | 463,302 | |
| Inventories | 957,048 | | | 871,044 | | | 916,683 | |
| Other current assets | 139,838 | | | 152,853 | | | 181,653 | |
| Current assets held for sale | 57,421 | | | 100,430 | | | 511,003 | |
| Total current assets | 1,861,660 | | | 1,715,376 | | | 2,285,908 | |
| Property, net | 190,358 | | | 188,259 | | | 208,374 | |
| Right-of-use assets | 242,743 | | | 222,759 | | | 230,425 | |
| Trademarks and other identifiable intangibles, net | 910,148 | | | 886,264 | | | 936,294 | |
| Goodwill | 648,362 | | | 638,370 | | | 653,934 | |
| Deferred tax assets | 16,466 | | | 13,591 | | | 17,029 | |
| Other noncurrent assets | 126,169 | | | 116,729 | | | 122,727 | |
| Noncurrent assets held for sale | 23,412 | | | 59,593 | | | 925,153 | |
| Total assets | $ | 4,019,318 | | | $ | 3,840,941 | | | $ | 5,379,844 | |
| | | | | |
| Liabilities and Stockholders’ Equity | | | | | |
| Accounts payable | $ | 589,723 | | | $ | 593,377 | | | $ | 693,492 | |
| Accrued liabilities | 403,636 | | | 452,940 | | | 502,382 | |
| Lease liabilities | 71,510 | | | 64,233 | | | 60,122 | |
| | | | | |
| Accounts Receivable Securitization Facility | 76,000 | | | 95,000 | | | — | |
| Current portion of long-term debt | 26,250 | | | — | | | 44,250 | |
| Current liabilities held for sale | 60,281 | | | 42,990 | | | 266,234 | |
| Total current liabilities | 1,227,400 | | | 1,248,540 | | | 1,566,480 | |
| Long-term debt | 2,265,394 | | | 2,186,057 | | | 3,224,155 | |
| Lease liabilities - noncurrent | 222,509 | | | 206,124 | | | 212,706 | |
| Pension and postretirement benefits | 57,570 | | | 66,171 | | | 90,367 | |
| Other noncurrent liabilities | 66,502 | | | 67,452 | | | 90,768 | |
| Noncurrent liabilities held for sale | 13,582 | | | 32,587 | | | 130,965 | |
| Total liabilities | 3,852,957 | | | 3,806,931 | | | 5,315,441 | |
| | | | | |
| 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 — 353,686,775, 352,541,826 and 351,643,593, respectively | 3,537 | | | 3,525 | | | 3,516 | |
| Additional paid-in capital | 380,692 | | | 373,213 | | | 363,078 | |
| Retained earnings | 306,759 | | | 234,494 | | | 217,400 | |
| Accumulated other comprehensive loss | (524,627) | | | (577,222) | | | (519,591) | |
| Total stockholders’ equity | 166,361 | | | 34,010 | | | 64,403 | |
| Total liabilities and stockholders’ equity | $ | 4,019,318 | | | $ | 3,840,941 | | | $ | 5,379,844 | |
See accompanying notes to Condensed Consolidated Financial Statements.
4
HANESBRANDS INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total |
| Shares | | Amount | |
| Balances at March 29, 2025 | 353,635 | | | $ | 3,536 | | | $ | 377,221 | | | $ | 225,148 | | | $ | (562,459) | | | $ | 43,446 | |
| Net income | — | | | — | | | — | | | 81,611 | | | — | | | 81,611 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 37,832 | | | 37,832 | |
| Stock-based compensation | — | | | — | | | 5,312 | | | — | | | — | | | 5,312 | |
| Vesting of restricted stock units and other | 52 | | | 1 | | | (1,841) | | | — | | | — | | | (1,840) | |
| Balances at June 28, 2025 | 353,687 | | | $ | 3,537 | | | $ | 380,692 | | | $ | 306,759 | | | $ | (524,627) | | | $ | 166,361 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total |
| | Shares | | Amount | |
| Balances at December 28, 2024 | 352,542 | | | $ | 3,525 | | | $ | 373,213 | | | $ | 234,494 | | | $ | (577,222) | | | $ | 34,010 | |
| Net income | — | | | — | | | — | | | 72,155 | | | — | | | 72,155 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 52,595 | | | 52,595 | |
| Stock-based compensation | — | | | — | | | 11,331 | | | — | | | — | | | 11,331 | |
| Vesting of restricted stock units and other | 1,145 | | | 12 | | | (3,852) | | | 110 | | | — | | | (3,730) | |
| Balances at June 28, 2025 | 353,687 | | | $ | 3,537 | | | $ | 380,692 | | | $ | 306,759 | | | $ | (524,627) | | | $ | 166,361 | |
See accompanying notes to Condensed Consolidated Financial Statements.
5
HANESBRANDS INC.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total |
| | Shares | | Amount | |
| Balances at March 30, 2024 | 351,562 | | | $ | 3,515 | | | $ | 354,760 | | | $ | 515,772 | | | $ | (535,873) | | | $ | 338,174 | |
| Net loss | — | | | — | | | — | | | (298,380) | | | — | | | (298,380) | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 16,282 | | | 16,282 | |
| Stock-based compensation | — | | | — | | | 8,035 | | | — | | | — | | | 8,035 | |
| Vesting of restricted stock units and other | 82 | | | 1 | | | 283 | | | 8 | | | — | | | 292 | |
| Balances at June 29, 2024 | 351,644 | | | $ | 3,516 | | | $ | 363,078 | | | $ | 217,400 | | | $ | (519,591) | | | $ | 64,403 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total |
| | Shares | | Amount | |
| Balances at December 30, 2023 | 350,138 | | | $ | 3,501 | | | $ | 353,367 | | | $ | 554,796 | | | $ | (492,311) | | | $ | 419,353 | |
| Net loss | — | | | — | | | — | | | (337,502) | | | — | | | (337,502) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (27,280) | | | (27,280) | |
| Stock-based compensation | — | | | — | | | 12,147 | | | — | | | — | | | 12,147 | |
| Vesting of restricted stock units and other | 1,506 | | | 15 | | | (2,436) | | | 106 | | | — | | | (2,315) | |
| Balances at June 29, 2024 | 351,644 | | | $ | 3,516 | | | $ | 363,078 | | | $ | 217,400 | | | $ | (519,591) | | | $ | 64,403 | |
See accompanying notes to Condensed Consolidated Financial Statements.
6
HANESBRANDS INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Six Months Ended |
| June 28, 2025(1) | | June 29, 2024(1) |
| Operating activities: | | | |
| Net income (loss) | $ | 72,155 | | | $ | (337,502) | |
| Adjustments to reconcile net income (loss) to net cash from operating activities: | | | |
| Depreciation | 13,861 | | | 39,978 | |
| Amortization of acquisition intangibles | 3,705 | | | 8,203 | |
| Other amortization | 3,571 | | | 6,198 | |
| Impairment of long-lived assets and goodwill | — | | | 76,604 | |
| Inventory write-down charges | — | | | 117,663 | |
| Loss on extinguishment of debt | 9,293 | | | — | |
| Loss on sale of businesses and classification of assets held for sale | 6,093 | | | 51,071 | |
| Amortization of debt issuance costs and debt discount | 3,554 | | | 5,105 | |
| Other | 15,535 | | | 13,722 | |
| Changes in assets and liabilities: | | | |
| Accounts receivable | (103,347) | | | (54,487) | |
| Inventories | (59,876) | | | (41,850) | |
| | | |
| Accounts payable | 19,094 | | | 134,029 | |
| | | |
| Other assets and liabilities | (55,507) | | | 85,863 | |
| Net cash from operating activities | (71,869) | | | 104,597 | |
| Investing activities: | | | |
| Capital expenditures | (20,311) | | | (28,091) | |
| Proceeds from sales of assets | 159 | | | 3,653 | |
| Proceeds from disposition of businesses | 26,327 | | | — | |
| | | |
| Net cash from investing activities | 6,175 | | | (24,438) | |
| Financing activities: | | | |
| Borrowings on Term Loan Facilities | 1,500,000 | | | — | |
| Repayments on Term Loan Facilities | (703,267) | | | (29,500) | |
| Borrowings on Accounts Receivable Securitization Facility | 663,000 | | | 980,500 | |
| Repayments on Accounts Receivable Securitization Facility | (682,000) | | | (986,500) | |
| Borrowings on Revolving Loan Facilities | 2,143,500 | | | 609,000 | |
| Repayments on Revolving Loan Facilities | (1,926,500) | | | (609,000) | |
| | | |
| Repayments on Senior Notes | (900,000) | | | — | |
| | | |
| | | |
| Payments to amend and refinance credit facilities | (23,281) | | | (679) | |
| Other | (4,263) | | | (3,817) | |
| Net cash from financing activities | 67,189 | | | (39,996) | |
| Effect of changes in foreign exchange rates on cash | 3,994 | | | (12,963) | |
| Change in cash and cash equivalents | 5,489 | | | 27,200 | |
| Cash and cash equivalents at beginning of year | 215,354 | | | 205,501 | |
| Cash and cash equivalents at end of period | $ | 220,843 | | | $ | 232,701 | |
| | | |
| Balances included in the Condensed Consolidated Balance Sheets: | | | |
| Cash and cash equivalents | $ | 220,343 | | | $ | 213,267 | |
| Cash and cash equivalents included in current assets held for sale | 500 | | | 19,434 | |
| Cash and cash equivalents at end of period | $ | 220,843 | | | $ | 232,701 | |
(1)The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.
Capital expenditures included in accounts payable at June 28, 2025 and December 28, 2024 were $2,099 and $6,231, respectively.
See accompanying notes to Condensed Consolidated Financial Statements.
7
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements
(amounts 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 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. 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 interim 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.
These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024. The year-end condensed consolidated balance sheet data was derived from audited consolidated 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 or any future period.
Discontinued Operations
In 2024, the Company reached the decision to exit the global Champion business, U.S.-based outlet store business and the Champion Japan business. The Company determined these businesses represent multiple components of a single strategic plan that met held-for-sale and discontinued operations accounting criteria in 2024. Accordingly, the Company began to separately report the results of these businesses as discontinued operations in its Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets. These changes have been applied to all periods presented.
Unless otherwise noted, discussion within these notes to the condensed consolidated interim financial statements relates to continuing operations. See Note “Assets and Liabilities of Businesses Held for Sale” for additional information about discontinued operations. In addition, the Company realigned its reportable segments in the second quarter of 2024 and has applied this change to all periods presented. See Note “Business Segment Information” for additional information about reportable segments.
Goodwill and Indefinite-lived Intangible Assets
Goodwill and indefinite-lived intangible assets are evaluated for impairment at least annually as of the first day of the third quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or intangible asset below its carrying value. In the quarter ended June 28, 2025, the Company identified a triggering event within one of the Company’s indefinite-lived trademarks within the Australian business. As a result, the Company performed a quantitative assessment utilizing an income approach to estimate the fair value of the indefinite-lived trademark. The most significant assumptions used to estimate the fair value of the indefinite-lived trademark include the weighted average cost of capital, revenue growth rate, terminal growth rate and operating profit margin.
While the Company’s analysis indicated a meaningful decline in the fair value cushion above the carrying value, it was determined that no impairment existed for the indefinite-lived trademark as of the quarter ended June 28, 2025. The decline in this trademark was driven by continued macroeconomic pressures impacting consumer spending in Australia and resulted in a fair value that approximated the carrying value at the time the analysis was performed. As a result, this trademark is considered to be at a high risk for future impairment if economic conditions worsen or earnings and operating cash flows do not recover as currently estimated by management. As of June 28, 2025, the carrying value of this trademark was $227,968, which is reflected in the “Trademarks and other identifiable intangibles, net” line in the Condensed Consolidated Balance Sheets.
Reclassifications
Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows, in Note “Revenue Recognition” and in Note “Business Segment Information” have been reclassified to conform with the current year presentation.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(2) Recent Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which is intended to enhance transparency into the nature and function of expenses. The new accounting rules require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization and selling expense. In January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” which clarifies the initial effective date for non-calendar year-end entities. The new accounting rules will be effective for the Company beginning with the annual period of 2027 and interim periods beginning in 2028. Early adoption is permitted. This ASU can be adopted either (i) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (ii) retrospectively to any or all prior reporting periods presented in the financial statements. While the new accounting rules will not have any impact on the Company’s financial condition, results of operations or cash flows, the adoption of the new accounting rules will result in additional disclosures. The Company is currently assessing the impact of this guidance on its disclosures.
Income Taxes
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The new accounting rules on income tax disclosures require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit as separated between domestic and foreign and (3) income tax expense or benefit from continuing operations as separated by federal, state, and foreign. The new accounting rules also require entities to disclose their income tax payments to federal, state and local jurisdictions, and international, among other changes. The new accounting rules became effective for the Company for the annual periods beginning in 2025 and should be applied on a prospective basis, but retrospective application is permitted. Early adoption is permitted. While the new accounting rules will not have any impact on the Company’s financial condition, results of operations or cash flows, the adoption of the new accounting rules will result in additional disclosures. The Company will adopt this ASU 2023-09 in its fourth quarter of 2025 using a prospective transition method.
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. The amendment will be effective for the Company beginning in the first quarter of 2026 on a prospective basis. Early adoption is permitted. The Company is currently assessing the impact of this guidance on the Company’s financial condition, results of operations and disclosures.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(3) Assets and Liabilities of Businesses Held for Sale
Assets and liabilities of businesses classified as held for sale in the Condensed Consolidated Balance Sheets consist of the following:
| | | | | | | | | | | | | | | | | |
| June 28, 2025 | | December 28, 2024 | | June 29, 2024 |
Global Champion business - discontinued operations | $ | — | | | $ | 38,841 | | | $ | 463,026 | |
Champion Japan business - discontinued operations | 57,421 | | | 61,589 | | | 47,977 | |
| U.S.-based outlet store business - discontinued operations | — | | | — | | | — | |
| Current assets held for sale | $ | 57,421 | | | $ | 100,430 | | | $ | 511,003 | |
| | | | | |
Global Champion business - discontinued operations | $ | — | | | $ | 31,935 | | | $ | 891,063 | |
Champion Japan business - discontinued operations | 23,412 | | | 27,658 | | | 28,415 | |
| U.S.-based outlet store business - discontinued operations | — | | | — | | | 5,675 | |
| Noncurrent assets held for sale | $ | 23,412 | | | $ | 59,593 | | | $ | 925,153 | |
| | | | | |
Global Champion business - discontinued operations | $ | — | | | $ | 10,716 | | | $ | 233,272 | |
Champion Japan business - discontinued operations | 60,281 | | | 32,274 | | | 25,971 | |
| U.S.-based outlet store business - discontinued operations | — | | | — | | | 6,991 | |
| Current liabilities held for sale | $ | 60,281 | | | $ | 42,990 | | | $ | 266,234 | |
| | | | | |
Global Champion business - discontinued operations | $ | — | | | $ | 11,488 | | | $ | 105,678 | |
Champion Japan business - discontinued operations | 13,582 | | | 21,099 | | | 20,926 | |
| U.S.-based outlet store business - discontinued operations | — | | | — | | | 4,361 | |
| Noncurrent liabilities held for sale | $ | 13,582 | | | $ | 32,587 | | | $ | 130,965 | |
Discontinued Operations
In 2024, the Company determined that the exit of the global Champion business, U.S.-based outlet store business and the Champion Japan business represent multiple components of a single strategic plan that met held-for-sale and discontinued operations accounting criteria and began to separately report the results of these businesses as discontinued operations in its Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets. The Company completed the exit of the U.S.-based outlet store business in July 2024 and completed the sale of the intellectual property and certain operating assets of the global Champion business in the fourth quarter of 2024 on September 30, 2024 (“Initial Closing”). The Company continued to operate the Champion business in certain sectors and geographies through a transition period that ended on January 31, 2025 (“Deferred Business”). On January 31, 2025, the Company completed the sale of the Deferred Business (“Deferred Closing”). In December 2024, the Company finalized plans to exit the Champion Japan business and expects to complete the sale of the business within the current fiscal year. The results of these businesses are reported in the “Loss from discontinued operations” line in the Condensed Consolidated Statements of Operations. In addition, certain expenses related to the operations of the global Champion business, the U.S.-based outlet store business and the Champion Japan business were included in general corporate expenses, restructuring and other action-related charges and amortization of intangibles, which were previously excluded from segment operating profit, and have been reclassified to discontinued operations in 2024. These changes have been applied to all periods presented.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Global Champion Business
In the second quarter of 2024, the Company announced that it had reached an agreement to sell the intellectual property and certain operating assets of the global Champion business to Authentic Brands Group LLC (“Authentic”). Pursuant to the agreement, as amended, the Company completed the Initial Closing for the sale of the intellectual property and certain operating assets of the global Champion business to Authentic in the fourth quarter of 2024 on September 30, 2024 in exchange for gross cash proceeds of $857,450 and a receivable of $12,162, of which $4,161 was received during the six months ended June 28, 2025. In addition, the Company has the potential to receive additional contingent cash consideration of up to $300,000 pursuant to the agreement. The Company continued to operate the Deferred Business through a transition period that ended on January 31, 2025. On January 31, 2025, the Company completed the Deferred Closing for the sale of the Deferred Business. The Company continued certain sales from its supply chain to Authentic and the applicable service recipients on a transitional basis after the sale of the business under a manufacturing and supply agreement that was signed as part of closing the transaction. Additionally, the Company entered into a transitional services agreement pursuant to which the Company provided transitional services including information technology, human resources, finance and accounting services. The Company will continue to provide these services to Authentic and the applicable service recipients over a period of approximately 12 months from the completion of the Initial Closing. The sales and the related profit are included in continuing operations in the Condensed Consolidated Statements of Operations and in Other in Note “Business Segment Information”. The related receivables from Authentic or the applicable service recipients are included in “Trade accounts receivable, net” and “Other current assets” in the Condensed Consolidated Balance Sheets for all periods presented.
On January 31, 2025, the Company completed the Deferred Closing and received gross cash proceeds of $31,020 inclusive of fee reimbursements and other adjustments resulting in net cash proceeds of $29,713. During the quarter and six months ended June 28, 2025, the Company recognized a loss of $1,131 and $6,093, respectively, as the Company finalized the Deferred Close and recognized post-close working capital and proceed adjustments. This loss was recorded in “Loss on sale of businesses and classification of assets held for sale” within discontinued operations.
The following table reconciles the net proceeds received from the Deferred Closing for the six months ended June 28, 2025, which are reported in the “Proceeds from disposition of businesses” line within investing activities in the Condensed Consolidated Statements of Cash Flows, to the loss recognized on the global Champion business, which is reported in the “Loss on sale of businesses and classification of assets held for sale” line within operating activities in the Condensed Consolidated Statements of Cash Flows: | | | | | | | | | | | |
| Quarter Ended June 28, 2025 | | Six Months Ended June 28, 2025 |
| Net cash proceeds received | $ | — | | | $ | 29,713 | |
| Less: Net carrying value of deferred businesses | — | | | (29,528) | |
| | | |
| Less: Working capital and proceed adjustments | (1,131) | | | (6,278) | |
Loss on global Champion business | $ | (1,131) | | | $ | (6,093) | |
While the operations of the global Champion business were reflected within all reportable segments prior to its reclassification to discontinued operations, the U.S. Champion business made up the majority of the Company’s former Activewear segment. See Note “Business Segment Information” for additional discussion regarding realignment of the Company’s reportable segments.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
U.S.-Based Outlet Store Business
In the second quarter of 2024, the Company began actively marketing its U.S.-based outlet store business to prospective buyers. In July 2024, the Company entered into a purchase agreement with Restore Capital (HCR Stores), LLC (“Restore”), an affiliate of Hilco Merchant Resources, LLC, and completed the exit of the U.S.-based outlet store business. Under the purchase agreement, the Company paid Restore $12,000 at closing and an additional $3,000 in January 2025 and to provide certain inventory to Restore, in exchange for Restore agreeing to assume the operations and certain liabilities of the Company’s U.S.-based outlet store business. As of June 28, 2025, the Company had transferred the remaining inventory to Restore and no further obligations exist. The remaining inventory was previously reflected in the “Inventories” line and the offsetting valuation allowance was previously reflected in the “Valuation allowance - U.S.-based outlet store business” line in the “Assets and liabilities of the discontinued operations of the global Champion, U.S.-based outlet store and Champion Japan businesses” table below. The agreement with Restore did not include Champion-branded U.S. retail stores, which were addressed in accordance with the purchase agreement governing the sale of the global Champion business to Authentic.
Upon meeting the criteria for held-for-sale classification in the second quarter of 2024, which qualified as a triggering event, the Company performed an impairment analysis of the goodwill associated with the Company’s U.S.-based outlet store business, which resulted in a non-cash impairment charge of $2,500 in the quarter and six months ended June 29, 2024. Additionally, the Company recorded a valuation allowance against the net assets held for sale, which were primarily current assets, to adjust the carrying value of the U.S.-based outlet store business to the estimated fair value less costs of disposal, resulting in a non-cash charge of $51,071 in the quarter and six months ended June 29, 2024. This non-cash charge is reported as "Loss on classification of assets held for sale - U.S.-based outlet store business" for the quarter and six months ended June 29, 2024 in the summarized discontinued operations financial information below.
The operations of the U.S.-based outlet store business were reported in Other in Note “Business Segment Information” prior to its reclassification to discontinued operations.
Champion Japan Business
The sale of the intellectual property and certain operating assets of the global Champion business, which occurred in the fourth quarter of 2024, excluded the Champion Japan business. In December 2024, the Company finalized plans to exit the Champion Japan business and expects to complete the sale of the business within the current fiscal year. The Company determined that the exit of the Champion Japan business represented a component of the single strategic plan that included the global Champion and U.S.-based outlet store businesses, which met held-for-sale and discontinued operations accounting criteria in 2024. Accordingly, the Company began to separately report the results of Champion Japan business as discontinued operations in its Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets in the fourth quarter of 2024. These changes have been applied to all periods presented. The Company will continue to operate the Champion Japan business as a licensee of Authentic pursuant to the terms of a license agreement entered into at the Initial Closing until the sale of the Champion Japan business is completed. The operations of the Champion Japan business were previously reported in the International segment.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Financial Results of Discontinued Operations
The operating results of discontinued operations only reflect revenues and expenses that are directly attributable to the global Champion, U.S.-based outlet store and Champion Japan businesses (the “Discontinued Operations”) that have been eliminated from continuing operations. Discontinued operations does not include any allocation of corporate overhead expense. The Company did not allocate interest expense to discontinued operations in the quarter ended June 28, 2025 and allocated interest expense to discontinued operations of approximately $17,605 in the quarter ended June 29, 2024. The Company allocated interest expense to discontinued operations of approximately $223 and $35,662 in the six months ended June 28, 2025 and June 29, 2024, respectively, resulting from the requirement to pay down a portion of the Company’s outstanding term debt under the Senior Secured Credit Facility with the net proceeds from the sale of the global Champion business. Interest expense was allocated to the global Champion business on a pro-rata basis for the expected amount of debt required to be repaid under the Senior Secured Credit Facility, compared to the total outstanding term debt subject to the repayment requirement. There was no interest allocated to the discontinued operations of the U.S.-based outlet store business or the Champion Japan business. The key components of the operating results of the Discontinued Operations are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Net sales | $ | 28,299 | | | $ | 380,000 | | | $ | 66,284 | | | $ | 791,526 | |
| Cost of sales | 17,734 | | | 319,532 | | | 53,246 | | | 567,564 | |
| Gross profit | 10,565 | | | 60,468 | | | 13,038 | | | 223,962 | |
| Selling, general and administrative expenses | 13,108 | | | 152,158 | | | 33,073 | | | 298,960 | |
| Impairment of goodwill | — | | | 2,500 | | | — | | | 2,500 | |
| Loss on sale of businesses and classification of assets held for sale | 1,131 | | | 51,071 | | | 6,093 | | | 51,071 | |
| Operating loss | (3,674) | | | (145,261) | | | (26,128) | | | (128,569) | |
| Other expenses | 180 | | | 170 | | | 370 | | | 379 | |
| Interest expense, net | 78 | | | 15,584 | | | 417 | | | 31,690 | |
| Loss from discontinued operations before income taxes | (3,932) | | | (161,015) | | | (26,915) | | | (160,638) | |
| Income tax (benefit) expense | (50) | | | 1,782 | | | 569 | | | 8,479 | |
| Loss from discontinued operations, net of tax | $ | (3,882) | | | $ | (162,797) | | | $ | (27,484) | | | $ | (169,117) | |
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Assets and liabilities of discontinued operations of the global Champion, U.S.-based outlet store and Champion Japan businesses classified as held for sale in the Condensed Consolidated Balance Sheets as of June 28, 2025, December 28, 2024 and June 29, 2024 consist of the following:
| | | | | | | | | | | | | | | | | |
| June 28, 2025 | | December 28, 2024 | | June 29, 2024 |
| Cash and cash equivalents | $ | 500 | | | $ | 500 | | | $ | 19,434 | |
| Trade accounts receivable, net | 30,588 | | | 32,122 | | | 138,089 | |
| Inventories | 19,145 | | | 63,058 | | | 361,549 | |
| Other current assets | 7,188 | | | 14,681 | | | 35,800 | |
Valuation allowance - Global Champion Business Deferred Closing | — | | | (8,554) | | | — | |
| Valuation allowance - U.S.-based outlet store business | — | | | (1,377) | | | (43,869) | |
| Current assets held for sale - discontinued operations | 57,421 | | | 100,430 | | | 511,003 | |
| Property, net | 1,668 | | | 10,585 | | | 55,906 | |
| Right-of-use assets | 12,129 | | | 39,137 | | | 146,439 | |
| Trademarks and other identifiable intangibles, net | — | | | 273 | | | 267,610 | |
| Goodwill | 5,316 | | | 4,907 | | | 446,677 | |
| Deferred tax assets | — | | | — | | | 3,224 | |
| Other noncurrent assets | 4,299 | | | 4,691 | | | 5,297 | |
| | | | | |
| Noncurrent assets held for sale - discontinued operations | 23,412 | | | 59,593 | | | 925,153 | |
| Total assets of discontinued operations | $ | 80,833 | | | $ | 160,023 | | | $ | 1,436,156 | |
| Accounts payable | $ | 40,042 | | | $ | 15,139 | | | $ | 149,509 | |
| Accrued liabilities | 15,922 | | | 14,640 | | | 73,186 | |
| Lease liabilities | 4,317 | | | 13,211 | | | 43,539 | |
| Current liabilities held for sale - discontinued operations | 60,281 | | | 42,990 | | | 266,234 | |
| Lease liabilities - noncurrent | 4,950 | | | 24,771 | | | 109,238 | |
| Pension and postretirement benefits | 5,601 | | | 4,983 | | | 5,605 | |
| Other noncurrent liabilities | 3,031 | | | 2,833 | | | 16,122 | |
| Noncurrent liabilities held for sale - discontinued operations | 13,582 | | | 32,587 | | | 130,965 | |
| Total liabilities of discontinued operations | $ | 73,863 | | | $ | 75,577 | | | $ | 397,199 | |
The cash flows related to the discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table presents cash flow and non-cash information for the Discontinued Operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Depreciation | $ | — | | | $ | 3,759 | | | $ | — | | | $ | 7,121 | |
| Amortization | $ | — | | | $ | 2,721 | | | $ | — | | | $ | 5,453 | |
| Capital expenditures | $ | — | | | $ | 2,662 | | | $ | — | | | $ | 4,251 | |
| Impairment of goodwill | $ | — | | | $ | 2,500 | | | $ | — | | | $ | 2,500 | |
| Inventory write-down charges | $ | — | | | $ | 66,263 | | | $ | — | | | $ | 66,263 | |
| Loss on sale of businesses and classification of assets held for sale | $ | 1,131 | | | $ | 51,071 | | | $ | 6,093 | | | $ | 51,071 | |
| Capital expenditures included in accounts payable at end of period | $ | — | | | $ | 185 | | | $ | — | | | $ | 185 | |
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(4) Revenue Recognition
The following table presents the Company’s revenues disaggregated by the customer’s method of purchase:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Wholesale | $ | 843,760 | | | $ | 846,975 | | | $ | 1,470,458 | | | $ | 1,480,638 | |
| Owned retail stores and websites | 117,676 | | | 126,588 | | | 223,172 | | | 237,223 | |
| Other | 29,889 | | | 364 | | | 57,843 | | | 741 | |
| Total net sales | $ | 991,325 | | | $ | 973,927 | | | $ | 1,751,473 | | | $ | 1,718,602 | |
Revenue Sources
Wholesale Revenue
Wholesale revenue is primarily generated by sales of the Company’s products to retailers to support their brick-and-mortar operations and e-commerce platforms. Wholesale revenue also includes royalty revenue from license agreements which the Company earns through license agreements with manufacturers of other consumer products that incorporate certain of the Company’s brands. The Company accrues revenue earned under these contracts based upon reported sales from the licensees.
Owned Retail Stores and Website Revenue
Owned brick-and-mortar retail stores and website revenue is generated through sales driven directly by the consumer through company-operated stores and e-commerce platforms.
Other Revenue
Other revenue consists of short-term supply agreements and transition service agreements in support of the disposed businesses.
(5) Stockholders’ Equity
Basic earnings (loss) per share was computed by dividing net income (loss) by the number of weighted average shares of common stock outstanding during the period. Diluted earnings (loss) per share was calculated to give effect to all potentially issuable dilutive shares of common stock using the treasury stock method. In the quarter and six months ended June 29, 2024, all potentially dilutive securities were excluded from the diluted weighted average share calculation because the Company incurred a net loss for the quarter and six months ended and their inclusion would be anti-dilutive.
The weighted average number of shares used in the basic and diluted earnings (loss) per share calculation is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Basic weighted average shares outstanding | 354,091 | | | 351,990 | | | 353,779 | | | 351,783 | |
| Effect of potentially dilutive securities: | | | | | | | |
| | | | | | | |
| Restricted stock units | 2,085 | | | — | | | 2,841 | | | — | |
| Employee stock purchase plan and other | 3 | | | — | | | 4 | | | — | |
| Diluted weighted average shares outstanding | 356,179 | | | 351,990 | | | 356,624 | | | 351,783 | |
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The following securities were excluded from the diluted weighted average share calculation because their effect would be anti-dilutive:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Stock options | 250 | | | 250 | | | 250 | | | 250 | |
| Restricted stock units | 4,744 | | | 5,845 | | | 2,415 | | | 4,785 | |
| Employee stock purchase plan and other | — | | | 6 | | | — | | | 5 | |
On February 2, 2022, the Company’s Board of Directors approved a share repurchase program for up to $600,000 of shares to be repurchased in open market transactions or privately negotiated transactions, subject to market conditions, legal requirements and other factors. This program expired on December 28, 2024. While the Company’s Board of Directors has not approved a new share repurchase program, share repurchases and dividends are not prohibited under the Senior Secured Credit Facility, as amended. Share repurchases and the amount of any dividends, if declared, will be subject to the Company’s actual future earnings, capital requirements, regulatory restrictions, debt covenants, other contractual restrictions and to the discretion of the Company’s Board of Directors. The Company did not repurchase any shares in the quarters and six months ended June 28, 2025 and June 29, 2024. See Note “Debt” for additional information.
(6) Inventories
Inventories consisted of the following:
| | | | | | | | | | | | | | | | | |
| June 28, 2025 | | December 28, 2024 | | June 29, 2024 |
| Raw materials | $ | 44,672 | | | $ | 43,243 | | | $ | 49,126 | |
| Work in process | 60,188 | | | 63,436 | | | 89,647 | |
| Finished goods | 852,188 | | | 764,365 | | | 777,910 | |
| $ | 957,048 | | | $ | 871,044 | | | $ | 916,683 | |
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(7) Accounts Receivable and Supplier Finance Programs
Sales of Trade Accounts Receivable
The Company has entered into agreements to sell selected trade accounts receivable to financial institutions based on programs sponsored by the Company as well as working capital programs offered by certain of the Company’s customers. As a result of the strong creditworthiness of these customers, the discount taken on most of these programs is less than the marginal borrowing rate on the Company’s variable rate credit facilities. In all agreements, after the sale, the Company does not retain any beneficial interests in the receivables. The applicable financial institution services and collects the accounts receivable directly from the customer for programs offered by the Company’s customers. For programs sponsored by the Company, the Company maintains continued involvement as the servicer to collect the accounts receivable from the customer and remit payment to the financial institutions. Net proceeds of these accounts receivable sale programs are recognized in the Condensed Consolidated Statements of Cash Flows as part of operating cash flows.
The Company sold total trade accounts receivable related to Company sponsored programs of $476,909 and $506,699 during the quarters ended June 28, 2025 and June 29, 2024, respectively, and $830,941 and $867,013 during the six months ended June 28, 2025 and June 29, 2024, respectively, and removed the trade accounts receivable from the Company’s Condensed Consolidated Balance Sheets at the time of sale. As of June 28, 2025, December 28, 2024 and June 29, 2024, $477,007, $383,878 and $461,896, respectively, of the sold trade accounts receivable remain outstanding with the financial institutions as a result of the related servicing obligation. Collections of accounts receivable not yet submitted to the financial institutions are remitted within one week of collection and recognized within the “Accounts payable” line of the Condensed Consolidated Balance Sheets. As these funds are related to the ongoing service agreement and do not serve in a financing capacity, cash flows collected from customers and submitted to the financial institutions are recognized in the Condensed Consolidated Statements of Cash Flows as part of operating cash flows.
The Company recognized total funding fees of $6,296 and $7,629 during the quarters ended June 28, 2025 and June 29, 2024, respectively, and $11,066 and $13,714 during the six months ended June 28, 2025 and June 29, 2024, respectively, for sales of trade accounts receivable to financial institutions and working capital programs in the “Other expenses” line in the Condensed Consolidated Statements of Operations.
Supplier Finance Program Obligations
The Company reviews supplier terms and conditions on an ongoing basis and has negotiated payment term extensions in recent years in connection with its efforts to effectively manage working capital and improve cash flow. Separate from these payment term extension actions noted above, the Company and certain financial institutions facilitate voluntary supplier finance programs that enable participating suppliers the ability to request payment of their invoices from the financial institutions earlier than the terms stated in the Company’s payment policy. The Company is not a party to the arrangements between the suppliers and the financial institutions and its obligations to suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ participation in the supplier finance programs. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. The Company has no economic interest in a supplier’s decision to participate in the supplier finance programs and has no financial impact in connection with the supplier finance programs. Accordingly, obligations under these programs continue to be trade payables and are not indicative of borrowing arrangements. As of June 28, 2025, December 28, 2024 and June 29, 2024, the amounts due to suppliers participating in supplier finance programs totaled $110,037, $106,543 and $136,346, respectively, which are included in the “Accounts Payable” line of the Condensed Consolidated Balance Sheets.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(8) Debt
Debt consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| Interest Rate as of June 28, 2025 | | Principal Amount | | Maturity Date |
| | June 28, 2025 | | December 28, 2024 | |
| Senior Secured Credit Facility: | | | | | | | |
| Revolving Loan Facility | 6.31% | | $ | 217,000 | | | $ | — | | | March 2030 |
| Term Loan A | 6.33% | | 400,000 | | | 403,070 | | | March 2030 |
| Term Loan B | 7.08% | | 1,100,000 | | | 300,197 | | | March 2032 |
| 9.000% Senior Notes | 9.00% | | 600,000 | | | 600,000 | | | February 2031 |
| 4.875% Senior Notes | —% | | — | | | 900,000 | | | - |
| Accounts Receivable Securitization Facility | 5.87% | | 76,000 | | | 95,000 | | | May 2026 |
| | | 2,393,000 | | | 2,298,267 | | | |
| Less long-term debt issuance costs and debt discount | | | 25,356 | | | 17,210 | | | |
| Less current maturities | | | 102,250 | | | 95,000 | | | |
| | | $ | 2,265,394 | | | $ | 2,186,057 | | | |
As of June 28, 2025 the Company’s primary financing arrangements were the Senior Secured Credit Facility, the 9.000% senior notes (the “9.000% Senior Notes”) and the accounts receivable securitization facility (the “ARS Facility”). The outstanding balances at June 28, 2025 and December 28, 2024 are reported in the “Accounts Receivable Securitization Facility”, “Current portion of long-term debt” and “Long-term debt” lines in the Condensed Consolidated Balance Sheets.
Debt Refinancing and Amendments
In March 2025, the Company refinanced its debt structure to provide greater financial flexibility to invest in the Company’s growth strategy while focusing free cash flow on reducing debt. The refinancing of its Senior Secured Credit Facility provides for a $750,000 senior secured revolving credit facility maturing March 7, 2030 (the “Revolving Loan Facility”), a $400,000 senior secured term loan A facility maturing March 7, 2030 (the “Term Loan A Facility”), and a $1,100,000 senior secured term loan B facility maturing March 7, 2032 (the “Term Loan B Facility”).
The net proceeds from the Term Loan A Facility and the Term Loan B Facility, together with cash on hand, were used to redeem the Company’s outstanding 4.875% Senior Notes due 2026 in the original aggregate principal amount of $900,000, to refinance the Company’s existing senior secured credit facilities, and to pay related fees and expenses. The proceeds of the Revolving Loan Facility will be used for general corporate purposes and working capital needs.
In March 2025, the redemption of the 4.875% Senior Notes required payment of a make-whole premium of $1,394 and the Company incurred non-cash charges of $7,669 for the write-off of unamortized debt issuance costs related to the refinancing of the Senior Secured Credit Facility. Additionally, the Company incurred fees of $19,500 related to the refinancing of the Senior Secured Credit Facility, of which $812 was charged to expense and $18,688 was capitalized as debt issuance costs. The Company also capitalized a debt discount of $2,750 related to the Term Loan B Facility. The capitalized debt issuance costs and debt discount will be amortized into interest expense over the respective terms of the debt instruments. The make-whole premium payment, debt issuance costs write-off and fees charged to expense resulted in charges of $9,875 in 2025, which is reported in the “Other expenses” line in the Condensed Consolidated Statements of Operations. The cash payments for the make-whole premium and fees capitalized as debt issuance costs are reported in “Net cash from financing activities” in the Condensed Consolidated Statements of Cash Flows. The cash payments for third party and legal fees charged to expense are reported in “Net cash from operating activities” in the Condensed Consolidated Statements of Cash Flows.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The issue price of the Term Loan B Facility is equal to 99.75% of the aggregate principal. Borrowings under the Term Loan B Facility will bear interest based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 2.75%. Borrowings under the Revolving Loan Facility and the Term Loan A Facility will bear interest based on SOFR or the “base rate,” in each case, plus an applicable margin. The applicable margin for the Revolving Loan Facility and the Term Loan A Facility will initially be 2.00% in the case of SOFR-based loans and 1.00% in the case of base rate loans. Thereafter, such applicable margin is determined by reference to a pricing grid set forth in the Credit Agreement based on the Company’s Consolidated Net Total Leverage Ratio, ranging from a maximum of 2.00% in the case of SOFR-based loans and 1.00% in the case of base rate loans to a minimum of 1.25% in the case of SOFR-based loans and 0.25% in the case of base rate loans. In addition, the unused portion of the Revolving Credit Facility will be subject to a commitment fee, also determined by reference to the pricing grid, and ranging from a maximum of 0.30% to a minimum of 0.175%, based upon the Company’s then applicable Consolidated Net Total Leverage Ratio. Under the Revolving Loan Facility, up to $112.5 million of availability may be drawn in the form of letters of credit and up to $37.5 million of availability may be drawn in the form of swing line loans.
The Credit Agreement contains financial covenants testing the Company’s leverage ratio and interest coverage ratio. The leverage ratio financial covenant requires that the Company maintain a leverage ratio of no greater than 5.00:1.00 for the quarters ending March 29, 2025 and June 28, 2025, stepping down to no greater than 4.50:1.00 for each quarter thereafter; provided that, at the Company’s option, such leverage ratio may be increased to 4.75:1.00 for any period of up to four consecutive fiscal quarters following certain acquisitions, subject to certain conditions. The minimum interest coverage ratio financial covenant requires that the Company maintain an interest coverage ratio of no less than 2.00:1.00 for the quarters ending March 29, 2025 and June 28, 2025, stepping down to 2.25:1.00 for each quarter thereafter. The financial covenants are tested with respect to the Revolving Loan Facility and the Term Loan A Facility, but not the Term Loan B Facility.
The Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder, (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its restricted subsidiaries; (f) any representation, warranty or statement made thereunder or under the ancillary loan documents and certain certificates being subsequently proven to be untrue in any material respect and such inaccuracy is adverse to the lenders; and (g) the occurrence of a Change of Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Agreement and the ancillary loan documents.
Other Debt Related Activity
As of June 28, 2025, the Company had $529,814 of borrowing availability under the $750,000 Revolving Loan Facility after taking into account $3,186 of standby and trade letters of credit issued and outstanding under this facility.
The ARS Facility, which was entered into in November 2007, was amended in May 2025 which extended the maturity date to May 2026 and reduced the 2025 quarterly fluctuating facility limit to $85,000 in the first and second quarters and $115,000 in the third and fourth quarters only to the extent that the face value of the receivables in the collateral pool, net of applicable concentrations, reserves and other deductions, exceeds the outstanding loans. Additionally, the amendment created three pricing tiers based on a consolidated total net leverage ratio. As of June 28, 2025, the quarterly fluctuating facility limit was $85,000, the maximum borrowing capacity was $85,000, and the Company had $9,000 of borrowing availability under the ARS Facility.
The Company had $953 of borrowing capacity under other international credit facilities after taking into account outstanding borrowings at June 28, 2025. The Company had $9,315 of international letters of credit outstanding at June 28, 2025. Available liquidity for other international credit facilities is reduced for any outstanding international letters of credit. The international letters of credit are not outstanding under any specific credit facility and do not reduce actual borrowing capacity under the specific credit facilities.
In 2024, the Company paid down $1,127,483 of its outstanding term debt under the Senior Secured Credit Facility, of which $1,083,233 was a result of accelerated debt payments using a combination of cash generated from operations and net sale proceeds from the Initial Closing of the sale of the global Champion business. See Note “Assets and Liabilities of Businesses Held for Sale” for additional information.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
As of June 28, 2025, the Company was in compliance with all financial covenants under its credit facilities and other outstanding indebtedness. Under the terms of its Senior Secured Credit Facility, among other financial and non-financial covenants, the Company is required to maintain a minimum interest coverage ratio and a maximum leverage ratio as described above, each of which is defined in the Senior Secured Credit Facility. The method of calculating all the components used in the covenants is included in the Senior Secured Credit Facility.
(9) Income Taxes
In the quarter ended June 28, 2025, income tax expense was $12,606 resulting in an effective income tax rate of 12.9% and in the quarter ended June 29, 2024, income tax expense was $11,485 resulting in an effective income tax rate of (9.3)%. In the six months ended June 28, 2025, income tax expense was $17,777 resulting in an effective income tax rate of 15.1% and in the six months ended June 29, 2024, income tax expense was $20,056 resulting in an effective income tax rate of (13.5)%. The Company's effective tax rates for the quarter and six months ended June 28, 2025 and June 29, 2024 primarily differ from the U.S. statutory rate due to valuation allowances against certain net deferred tax assets. Additionally, the Company had unfavorable discrete items of $2,832 and $1,274 for the quarter and six months ended June 28, 2025, respectively and had favorable discrete items of $1,629 and $1,622 for the quarter and six months ended June 29, 2024, respectively.
The Organization for Economic Co-operation and Development (the “OECD”), an international association of 38 countries including the U.S., has proposed changes to numerous long-standing tax principles, including a global minimum tax initiative. On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar 2 global corporate minimum tax rate of 15% on companies with revenues of at least $790,000, which went into effect in 2024. While there is uncertainty whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which the Company operates have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. The Company does not expect Pillar 2 to have a material impact on its effective tax rate or its consolidated results of operations, financial position and cash flows for 2025. The Company is continuing to monitor the developing laws of Pillar 2 and its potential impact on future periods.
As of June 28, 2025, a valuation allowance of approximately $346,550 was recorded against U.S. deferred tax assets. A valuation allowance release indicates that it is more likely than not that the deferred tax assets will be realized. The need for this valuation allowance is continuously evaluated and based on the Company’s assessment of current and anticipated future earnings, there is a reasonable possibility that the Company will have sufficient taxable income to release all, or a significant portion, of this valuation allowance within the next 12 months. A release of this valuation allowance would result in the recognition of certain deferred tax assets and a reduction in income tax expense for the period in which the release occurs. However, the exact timing and amount of the valuation allowance release is subject to the level of profitability that the Company can achieve.
Subsequent to the end of the quarter, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA” or “the Bill”) into law. The Bill includes significant updates to federal tax law that may impact the Company. However, ASC 740 mandates that effects of changes in tax law be considered in the period in which the legislation is enacted into law. Consequently, the OBBBA has no impact on the Company’s income taxes for the quarter or six months ended June 28, 2025. The Company is currently evaluating the Bill and its potential impact on future periods.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(10) Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss (“AOCI”) are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cumulative Translation Adjustment | | Cash Flow Hedges | | Defined Benefit Plans | | Income Taxes | | Accumulated Other Comprehensive Loss |
| Balance at March 29, 2025 | $ | (323,204) | | | $ | 2,388 | | | $ | (386,942) | | | $ | 145,299 | | | $ | (562,459) | |
Amounts reclassified from accumulated other comprehensive loss | — | | | (2,118) | | | 3,575 | | | 681 | | | 2,138 | |
| Current-period other comprehensive income (loss) activity | 37,775 | | | (2,996) | | | (58) | | | 973 | | | 35,694 | |
| Total other comprehensive income (loss) | 37,775 | | | (5,114) | | | 3,517 | | | 1,654 | | | 37,832 | |
| | | | | | | | | |
| Balance at June 28, 2025 | $ | (285,429) | | | $ | (2,726) | | | $ | (383,425) | | | $ | 146,953 | | | $ | (524,627) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cumulative Translation Adjustment | | Cash Flow Hedges | | Defined Benefit Plans | | Income Taxes | | Accumulated Other Comprehensive Loss |
| Balance at December 28, 2024 | $ | (334,306) | | | $ | 2,595 | | | $ | (390,521) | | | $ | 145,010 | | | $ | (577,222) | |
Amounts reclassified from accumulated other comprehensive loss | — | | | (1,768) | | | 7,169 | | | 835 | | | 6,236 | |
Current-period other comprehensive income (loss) activity | 48,877 | | | (3,553) | | | (73) | | | 1,108 | | | 46,359 | |
| Total other comprehensive income (loss) | 48,877 | | | (5,321) | | | 7,096 | | | 1,943 | | | 52,595 | |
| | | | | | | | | |
| Balance at June 28, 2025 | $ | (285,429) | | | $ | (2,726) | | | $ | (383,425) | | | $ | 146,953 | | | $ | (524,627) | |
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cumulative Translation Adjustment(1) | | Cash Flow Hedges | | Defined Benefit Plans | | Income Taxes | | Accumulated Other Comprehensive Loss |
| Balance at March 30, 2024 | $ | (271,502) | | | $ | 5,168 | | | $ | (415,824) | | | $ | 146,285 | | | $ | (535,873) | |
Amounts reclassified from accumulated other comprehensive loss | — | | | (2,525) | | | 5,459 | | | 94 | | | 3,028 | |
| Current-period other comprehensive income activity | 9,839 | | | 3,138 | | | 47 | | | 230 | | | 13,254 | |
| Total other comprehensive income | 9,839 | | | 613 | | | 5,506 | | | 324 | | | 16,282 | |
| | | | | | | | | |
| Balance at June 29, 2024 | $ | (261,663) | | | $ | 5,781 | | | $ | (410,318) | | | $ | 146,609 | | | $ | (519,591) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cumulative Translation Adjustment(1) | | Cash Flow Hedges | | Defined Benefit Plans | | Income Taxes | | Accumulated Other Comprehensive Loss |
| Balance at December 30, 2023 | $ | (213,482) | | | $ | (5,967) | | | $ | (419,835) | | | $ | 146,973 | | | $ | (492,311) | |
Amounts reclassified from accumulated other comprehensive loss | — | | | (7,164) | | | 9,388 | | | 1,126 | | | 3,350 | |
Current-period other comprehensive income (loss) activity | (48,181) | | | 18,912 | | | 129 | | | (1,490) | | | (30,630) | |
| Total other comprehensive income (loss) | (48,181) | | | 11,748 | | | 9,517 | | | (364) | | | (27,280) | |
| | | | | | | | | |
| Balance at June 29, 2024 | $ | (261,663) | | | $ | 5,781 | | | $ | (410,318) | | | $ | 146,609 | | | $ | (519,591) | |
(1)Cumulative Translation Adjustment includes translation adjustments and net investment hedges. See Note “Financial Instruments and Risk Management” for additional disclosures about net investment hedges.
The Company had the following reclassifications out of AOCI:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Component of AOCI | | Location of Reclassification from AOCI | | Amount of Reclassification from AOCI into Net Income (Loss) |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| | | | | | | | | | |
| | | | | | | | | | |
| Gain on forward foreign exchange contracts designated as cash flow hedges | | Cost of sales | | $ | 2,545 | | | $ | 277 | | | $ | 2,896 | | | $ | 1,866 | |
| | Income tax | | (684) | | | (74) | | | (730) | | | (602) | |
| | Loss from discontinued operations, net of tax | | — | | | 156 | | | 21 | | | 844 | |
| | Net of tax | | 1,861 | | | 359 | | | 2,187 | | | 2,108 | |
| | | | | | | | | | |
| Gain (loss) on interest rate contracts designated as cash flow hedges | | Interest expense, net | | (427) | | | 2,062 | | | (1,150) | | | 4,158 | |
| | Income tax | | — | | | — | | | — | | | — | |
| | Net of tax | | (427) | | | 2,062 | | | (1,150) | | | 4,158 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Amortization of deferred actuarial loss and prior service cost and settlement cost | | Other expenses | | (3,575) | | | (5,459) | | | (7,169) | | | (9,388) | |
| | Income tax | | 3 | | | 10 | | | (104) | | | (228) | |
| | | | | | | | | | |
| | Net of tax | | (3,572) | | | (5,449) | | | (7,273) | | | (9,616) | |
| | | | | | | | | | |
| Total reclassifications | | | | $ | (2,138) | | | $ | (3,028) | | | $ | (6,236) | | | $ | (3,350) | |
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(11) Financial Instruments and Risk Management
The Company uses forward foreign exchange contracts and has used cross-currency swap contracts to manage its exposures to movements in foreign exchange rates primarily related to the Australian dollar, Canadian dollar, and Mexican peso and uses interest rate contracts to manage its exposures to movements in interest rates.
| | | | | | | | | | | | | | | | | |
| Hedge Type | | June 28, 2025 | | December 28, 2024 |
| U.S. dollar equivalent notional amount of derivative instruments: | | | | | |
| Forward foreign exchange contracts | Cash Flow and Mark to Market | | $ | 169,470 | | | $ | 154,310 | |
| Interest rate contracts | Cash Flow | | $ | 200,000 | | | $ | — | |
| | | | | |
| | | | | |
Fair Values of Derivative Instruments
The fair values of derivative instruments related to forward foreign exchange contracts and interest rate contracts recognized in the Condensed Consolidated Balance Sheets of the Company were as follows:
| | | | | | | | | | | | | | | | | |
| Balance Sheet Location | | Fair Value |
| June 28, 2025 | | December 28, 2024 |
| Derivatives designated as hedging instruments: | | | | | |
| Forward foreign exchange contracts | Other current assets | | $ | 235 | | | $ | 4,431 | |
| Interest rate contracts | Other current assets | | 102 | | | — | |
| Forward foreign exchange contracts | Other noncurrent assets | | 1 | | | 361 | |
| Interest rate contracts | Other noncurrent assets | | 325 | | | — | |
| | | | | |
| Derivatives not designated as hedging instruments: | | | | | |
| Forward foreign exchange contracts | Other current assets | | 398 | | | 3,941 | |
| Total derivative assets | | | 1,061 | | | 8,733 | |
| | | | | |
| Derivatives designated as hedging instruments: | | | | | |
| Forward foreign exchange contracts | Accrued liabilities | | (1,993) | | | (41) | |
| | | | | |
| Forward foreign exchange contracts | Other noncurrent liabilities | | (193) | | | — | |
| | | | | |
| Derivatives not designated as hedging instruments: | | | | | |
| Forward foreign exchange contracts | Accrued liabilities | | (1,548) | | | (20) | |
| Total derivative liabilities | | | (3,734) | | | (61) | |
| | | | | |
| Net derivative asset (liability) | | | $ | (2,673) | | | $ | 8,672 | |
Cash Flow Hedges
The Company uses forward foreign exchange contracts and has used cross-currency swap contracts to reduce the effect of fluctuating foreign currencies on 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 also uses interest rate contracts to reduce the effect of the variability in future interest payments on variable-rate debt to lock in certainty of future cash flows.
In March 2023, the Company entered into an interest rate contract with a total notional amount of $900,000, which amortized down to $600,000 on March 31, 2025. The Company designated this interest rate contract, which matures on March 31, 2026, to hedge the variability in contractually specified interest rates above 50 basis points associated with future interest payments on a portion of the Company’s variable-rate term loans to lock in certainty of future cash flows. In October 2024, in connection with the pay down of term debt related to the Initial Closing of the sale of the global Champion business, the Company terminated the interest rate contract, which had a remaining loss in AOCI of $4,155 on the termination date that will be amortized into earnings through the original contract maturity date of March 31, 2026. In April 2025, the Company entered into two interest rate swap contacts with a total notional amount of $200,000, which will mature on April 2027. The Company designated these contracts to hedge the variability associated with future interest payment on a portion of the Company’s
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
variable-rate debts, which is over and above the $600,000 from unhedged interest rate contract until its original termination date of March 2026, to lock in certainty of future cash flows.
The Company expects to reclassify into earnings during the next 12 months a net loss from AOCI of approximately $1,245. The Company is hedging exposure to the variability in future foreign currency-denominated cash flows for forecasted transactions over the next 17 months and the variability in future interest payments on debt over the next 21 months. The Company also expects the amortization of AOCI related to the interest rate contract over the next 9 months.
The effect of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations and AOCI is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in AOCI on Derivative Instruments |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Forward foreign exchange contracts | $ | (3,617) | | | $ | (199) | | | $ | (4,174) | | | $ | 5,300 | |
| Interest rate contracts | 621 | | | 3,337 | | | 621 | | | 13,612 | |
| Total | $ | (2,996) | | | $ | 3,138 | | | $ | (3,553) | | | $ | 18,912 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Location of Gain (Loss) Reclassified from AOCI | | Amount of Gain (Loss) Reclassified from AOCI into Net Income (Loss) |
| | Quarters Ended | | Six Months Ended |
| | June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
Forward foreign exchange contracts(1) | Cost of sales | | $ | 2,545 | | | $ | 277 | | | $ | 2,896 | | | $ | 1,866 | |
Forward foreign exchange contracts(1) | Loss from discontinued operations, net of tax | | — | | | 186 | | | 22 | | | 1,140 | |
| Interest rate contracts | Interest expense, net | | (427) | | | 2,062 | | | (1,150) | | | 4,158 | |
| Total | | | $ | 2,118 | | | $ | 2,525 | | | $ | 1,768 | | | $ | 7,164 | |
(1)The Company does not exclude amounts from effectiveness testing for cash flow hedges that would require recognition into earnings based on changes in fair value.
The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Cost of sales | $ | 579,400 | | | $ | 675,584 | | | $ | 1,022,848 | | | $ | 1,122,826 | |
| Selling, general and administrative expenses | $ | 257,267 | | | $ | 361,546 | | | $ | 494,059 | | | $ | 623,565 | |
| Interest expense, net | $ | 47,536 | | | $ | 50,279 | | | $ | 90,855 | | | $ | 100,862 | |
| Loss from discontinued operations, net of tax | $ | (3,882) | | | $ | (162,797) | | | $ | (27,484) | | | $ | (169,117) | |
Net Investment Hedges
In July 2019, the Company entered into two pay-fixed rate, receive-fixed rate cross-currency swap contracts with a total notional amount of €300,000 that were designated as hedges of a portion of the beginning balance of the Company’s net investment in its European subsidiaries. These cross-currency swap contracts, which had an original maturity date of May 15, 2024, swapped U.S. dollar-denominated interest payments for Euro-denominated interest payments, thereby economically converting a portion of the Company’s fixed-rate 4.625% Senior Notes to a fixed-rate 2.3215% Euro-denominated obligation.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
In July 2019, the Company also designated the full amount of its 3.5% Senior Notes with a carrying value of €500,000, which was a nonderivative financial instrument, as a hedge of a portion of the beginning balance of the Company’s European net investment. As of April 1, 2021, the Company reduced the amount of its 3.5% Senior Notes designated in the European net investment hedge from €500,000 to €200,000. In February 2023, in connection with the redemption of the 3.5% Senior Notes, the Company de-designated the remainder of the 3.5% Senior Notes in the European net investment hedge and unwound these cross-currency swap contracts. Upon settlement, there was a cumulative gain of $5,525 from the designated portion of the 3.5% Senior Notes and a cumulative gain of $19,001 from the cross-currency swap contracts that has remained in cumulative translation adjustment, a component of AOCI. Both have been released into earnings at the completion of the Initial Closing of the global Champion business in the fourth quarter of 2024. The Company had no derivative or nonderivative financial instruments designated as net investment hedges as of June 28, 2025 or December 28, 2024.
Mark to Market Hedges
Derivatives used in mark to market hedges are not designated as hedges under the accounting standards. The Company uses forward foreign exchange derivative contracts as hedges against the impact of foreign exchange fluctuations on existing accounts receivable and payable balances and intercompany lending transactions denominated in foreign currencies. Forward foreign exchange derivative contracts are recorded as mark to market hedges when the hedged item is a recorded asset or liability that is revalued in each accounting period. 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 instruments not designated as hedges on the Condensed Consolidated Statements of Operations is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Location of Gain (Loss) | | Amount of Gain (Loss) Recognized in Net Income (Loss) |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Forward foreign exchange contracts | Cost of sales | | $ | (3,302) | | | $ | (827) | | | $ | (7,509) | | | $ | 728 | |
| Forward foreign exchange contracts | Loss from discontinued operations, net of tax | | — | | | 67 | | | — | | | 2,533 | |
| Total | | | $ | (3,302) | | | $ | (760) | | | $ | (7,509) | | | $ | 3,261 | |
(12) Fair Value of Assets and Liabilities
As of June 28, 2025 and December 28, 2024, 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 forward foreign exchange derivative contracts and deferred compensation plan liabilities. The fair values of forward foreign exchange derivative contracts are determined using the cash flows of the forward contracts, discount rates to account for the passage of time and current foreign exchange market data which are all based on inputs readily available in public markets and are categorized as Level 2. The fair value of deferred compensation plan liabilities is based on readily available current market data and is categorized as Level 2. The Company’s defined benefit pension plan investments are not required to be measured at fair value or disclosed on a quarterly recurring basis.
There were no changes during the quarter and six months ended June 28, 2025 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of and during the quarter and six months ended June 28, 2025, the Company did not have any non-financial assets or liabilities that were required to be measured at fair value on a recurring basis or non-recurring basis.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The following tables set forth by level within the fair value hierarchy of the Company’s financial assets and liabilities accounted for at fair value on a recurring basis.
| | | | | | | | | | | | | | | | | | | | | | | |
| Assets (Liabilities) at Fair Value as of June 28, 2025 |
| Total | | Quoted Prices In Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Forward foreign exchange contracts - assets | $ | 634 | | | $ | — | | | $ | 634 | | | $ | — | |
| Interest rate contracts - assets | 427 | | | — | | | 427 | | | — | |
| Forward foreign exchange contracts - liabilities | (3,734) | | | — | | | (3,734) | | | — | |
| Total derivative contracts | (2,673) | | | — | | | (2,673) | | | — | |
| Deferred compensation plan liability | (11,183) | | | — | | | (11,183) | | | — | |
| Total | $ | (13,856) | | | $ | — | | | $ | (13,856) | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Assets (Liabilities) at Fair Value as of December 28, 2024 |
| Total | | Quoted Prices In Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Forward foreign exchange contracts - assets | $ | 8,733 | | | $ | — | | | $ | 8,733 | | | $ | — | |
| | | | | | | |
| Forward foreign exchange contracts - liabilities | (61) | | | — | | | (61) | | | — | |
| Total derivative contracts | 8,672 | | | — | | | 8,672 | | | — | |
| Deferred compensation plan liability | (12,987) | | | — | | | (12,987) | | | — | |
| Total | $ | (4,315) | | | $ | — | | | $ | (4,315) | | | $ | — | |
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable approximated fair value as of June 28, 2025 and December 28, 2024. The carrying amount of trade accounts receivable included allowance for doubtful accounts, chargebacks and other deductions of $21,696 and $21,120 as of June 28, 2025 and December 28, 2024, respectively. The fair value of debt, which is classified as a Level 2 liability, was $2,429,811 and $2,326,202 as of June 28, 2025 and December 28, 2024, respectively. Debt had a carrying value of $2,393,000 and $2,298,267 as of June 28, 2025 and December 28, 2024, respectively. 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.
(13) Business Segment Information
The Company regularly monitors its reportable segments to determine if changes in facts and circumstances would indicate whether changes in the determination or aggregation of operating segments are necessary. In the second quarter of 2024, the Company announced that it reached an agreement to sell the global Champion business as discussed in Note “Assets and Liabilities of Businesses Held for Sale” and as a result, this business was reclassified as held for sale and reflected as discontinued operations for all periods presented. While the global Champion business was reflected within all reportable segments prior to its reclassification to discontinued operations, the U.S. Champion business made up the majority of the Company’s former Activewear segment. Accordingly, the former Activewear segment has been eliminated and the segment information herein excludes the results of the global Champion business for all periods presented. As a result of the strategic shift and resulting reorganization, the chief executive officer, who is the Company’s chief operating decision maker, began reviewing all U.S. innerwear and U.S. activewear operations together as one U.S. operating segment and the Company’s operations are now managed and reported in two operating segments, each of which is a reportable segment for financial reporting purposes: U.S. and International. In December 2024, the Champion Japan business, which was previously reported within the International segment, was classified as held for sale and reflected as discontinued operations for all periods presented. Accordingly, the Champion Japan business has been excluded from the International segment information herein. These changes have been applied to all periods presented. These segments are organized and managed principally by
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
geographic location. Each segment has its own management team that is responsible for the operations of the segment’s businesses, but the segments share a common supply chain and media and marketing platforms.
Other consists of the Company’s sales related to short-term transition service agreements and support of disposed businesses. The Company’s U.S.-based outlet store business was also reflected in Other prior to its reclassification to discontinued operations in the second quarter of 2024 as discussed in Note “Assets and Liabilities of Businesses Held for Sale”. As a result of this reclassification, the results of the U.S.-based outlet store business are excluded from the segment information herein for all periods presented.
The types of products and services from which each reportable segment derives its revenues are as follows:
•U.S. primarily includes innerwear sales in the United States of basic branded apparel products that are replenishment in nature under the product categories of men’s underwear, women’s panties, children’s underwear and socks, and intimate apparel, which includes bras and shapewear. This segment also includes other apparel sales in the United States of branded products that are primarily seasonal in nature to both retailers and wholesalers.
•International primarily includes sales of the Company’s innerwear and other apparel products outside the United States, primarily in Australia, Latin America, Asia and Canada.
The Company evaluates the operating performance of its segments based upon segment operating profit, which is defined as operating profit before general corporate expenses, restructuring and other action-related charges and amortization of intangibles. The accounting policies of the segments are consistent with those described in Note “Summary of Significant Accounting Policies” to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 28, 2024.
| | | | | | | | | | | | | | | | | | |
| Quarter Ended |
| June 28, 2025 | |
| U.S. | | International | | Total | |
| Segment net sales | $ | 735,483 | | | $ | 225,953 | | | $ | 961,436 | | |
| Reconciliation of net sales: | | | | | | |
| Other net sales | | 29,889 | | |
| Total net sales | | 991,325 | | |
Less(1): | | | | | | |
| Media, advertising and promotion | 31,821 | | | 10,993 | | | 42,814 | | |
| Distribution | 43,493 | | | 18,487 | | | 61,980 | | |
Other segment costs(2) | 476,541 | | | 172,220 | | | 648,761 | | |
| Total segment operating profit | 183,628 | | | 24,253 | | | 207,881 | | |
| Reconciliation of operating profit (loss): | | | |
| Other profit | | 4,388 | | |
| General corporate expenses | | (55,162) | | |
| Restructuring and other action-related charges | | 1,191 | | |
| Amortization of intangibles | | (3,640) | | |
| Total operating profit (loss) | | 154,658 | | |
| Other expenses | | (9,023) | | |
| Interest expense, net | | (47,536) | | |
| Income (loss) from continuing operations before income taxes | | $ | 98,099 | | |
| | | | | | |
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2) Other segment costs include cost of sales, marketing, selling and other administrative expenses.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | |
| Quarter Ended | |
| June 29, 2024 | |
| U.S. | | International | | Total | |
| Segment net sales | $ | 740,154 | | | $ | 233,073 | | | $ | 973,227 | | |
| Reconciliation of net sales: | | | | | | |
| Other net sales | | 700 | | |
| Total net sales | | 973,927 | | |
Less(1): | | | | | | |
| Media, advertising and promotion | 35,265 | | | 10,064 | | | 45,329 | | |
| Distribution | 44,576 | | | 19,346 | | | 63,922 | | |
Other segment costs(2) | 502,099 | | | 173,426 | | | 675,525 | | |
| Total segment operating profit | 158,214 | | | 30,237 | | | 188,451 | | |
| Reconciliation of operating profit (loss): | | | |
| Other loss | | (130) | | |
| General corporate expenses | | (58,212) | | |
| Restructuring and other action-related charges | | (189,034) | | |
| Amortization of intangibles | | (4,278) | | |
| Total operating profit (loss) | | (63,203) | | |
| Other expenses | | (10,616) | | |
| Interest expense, net | | (50,279) | | |
| Income (loss) from continuing operations before income taxes | | $ | (124,098) | | |
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2) Other segment costs include cost of sales, marketing, selling and other administrative expenses.
| | | | | | | | | | | | | | | | | | |
| Six Months Ended |
| June 28, 2025 |
| U.S. | | International | | Total | |
| Segment net sales | $ | 1,271,708 | | | $ | 421,492 | | | $ | 1,693,200 | | |
| Reconciliation of net sales: | | | | | | |
| Other net sales | | 58,273 | | |
| Total net sales | | 1,751,473 | | |
Less(1): | | | | | | |
| Media, advertising and promotion | 61,724 | | | 19,364 | | | 81,088 | | |
| Distribution | 83,641 | | | 35,171 | | | 118,812 | | |
Other segment costs(2) | 830,546 | | | 320,211 | | | 1,150,757 | | |
| Total segment operating profit | 295,797 | | | 46,746 | | | 342,543 | | |
| Reconciliation of operating profit (loss): | | | | | | |
| Other profit | | 6,817 | | |
| General corporate expenses | | (107,600) | | |
| Restructuring and other action-related charges | | 82 | | |
| Amortization of intangibles | | (7,276) | | |
| Total operating profit (loss) | | 234,566 | | |
| Other expenses | | (26,295) | | |
| Interest expense, net | | (90,855) | | |
| Income (loss) from continuing operations before income taxes | | $ | 117,416 | | |
| | | | | | |
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2) Other segment costs include cost of sales, marketing, selling and other administrative expenses.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | |
| Six Months Ended | |
| June 29, 2024 | |
| U.S. | | International | | Total | |
| Segment net sales | $ | 1,284,045 | | | $ | 433,084 | | | $ | 1,717,129 | | |
| Reconciliation of net sales: | | | | | | |
| Other net sales | | 1,473 | | |
| Total net sales | | 1,718,602 | | |
Less(1): | | | | | | |
| Media, advertising and promotion | 61,875 | | | 16,935 | | | 78,810 | | |
| Distribution | 85,347 | | | 36,306 | | | 121,653 | | |
Other segment costs(2) | 880,346 | | | 332,805 | | | 1,213,151 | | |
| Total segment operating profit | 256,477 | | | 47,038 | | | 303,515 | | |
| Reconciliation of operating profit (loss): | | | | | | |
| Other profit | | 551 | | |
| General corporate expenses | | (118,904) | | |
| Restructuring and other action-related charges | | (204,003) | | |
| Amortization of intangibles | | (8,948) | | |
| Total operating profit (loss) | | (27,789) | | |
| Other expenses | | (19,678) | | |
| Interest expense, net | | (100,862) | | |
| Income (loss) from continuing operations before income taxes | | $ | (148,329) | | |
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2) Other segment costs include cost of sales, marketing, selling and other administrative expenses.
The Company incurred restructuring and other action-related charges that were reported in the following lines in the Condensed Consolidated Statements of Operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Quarters Ended | | Six Months Ended |
June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Cost of sales | $ | (3,475) | | | $ | 88,621 | | | $ | (3,775) | | | $ | 88,824 | |
| Selling, general and administrative expenses | 2,284 | | | 100,413 | | | 3,693 | | | 115,179 | |
| Total included in operating profit (loss) | (1,191) | | | 189,034 | | | (82) | | | 204,003 | |
| Other expenses | — | | | — | | | 9,979 | | | — | |
| | | | | | | |
| Total included in income (loss) from continuing operations before income taxes | (1,191) | | | 189,034 | | | 9,897 | | | 204,003 | |
| Income tax expense | — | | | — | | | — | | | — | |
| Total restructuring and other action-related charges included in income (loss) from continuing operations | $ | (1,191) | | | $ | 189,034 | | | $ | 9,897 | | | $ | 204,003 | |
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The components of restructuring and other action-related charges were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| | | | | | | |
| Restructuring and other action-related charges: | | | | | | | |
| Professional services | $ | 2,909 | | | $ | 3,762 | | | $ | 3,366 | | | $ | 4,433 | |
| | | | | | | |
| Headcount actions and related severance | (1,028) | | | 6,911 | | | (819) | | | 19,098 | |
| | | | | | | |
| Supply chain restructuring and consolidation | (3,184) | | | 156,807 | | | (3,244) | | | 158,914 | |
| Corporate asset impairment charges | — | | | 20,107 | | | — | | | 20,107 | |
| Other | 112 | | | 1,447 | | | 615 | | | 1,451 | |
| | | | | | | |
| Total included in operating profit (loss) | (1,191) | | | 189,034 | | | (82) | | | 204,003 | |
| Loss on extinguishment of debt included in other expenses | — | | | — | | | 9,979 | | | — | |
| | | | | | | |
| | | | | | | |
| Total included in income (loss) from continuing operations before income taxes | (1,191) | | | 189,034 | | | 9,897 | | | 204,003 | |
| | | | | | | |
| Tax effect on actions | — | | | — | | | — | | | — | |
| Total included in income tax expense | — | | | — | | | — | | | — | |
| Total restructuring and other action-related charges included in income (loss) from continuing operations | $ | (1,191) | | | $ | 189,034 | | | $ | 9,897 | | | $ | 204,003 | |
As a result of and related to the sale of the global Champion business and the completed exit of the U.S.-based outlet store business, the Company began implementing significant restructuring and consolidation efforts in the second quarter of 2024 within its supply chain network, both manufacturing and distribution, as well as corporate cost and headcount reductions to align the Company’s network and improve its overall cost structure within continuing operations to drive stronger operating performance and margin expansion.
Restructuring and other action-related charges and adjustments within operating profit were $(1,191) and $189,034 in the quarters ended June 28, 2025 and June 29, 2024, respectively, and $(82) and $204,003 in the six months ended June 28, 2025 and June 29, 2024, respectively, as described in more detail below.
•Charges related to professional services primarily include consulting and advisory services related to restructuring activities including the Company’s cost transformation and technology modernization initiatives, which are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•The Company recognized headcount actions and related severance charges, including subsequent adjustments to initial estimates, resulting from restructuring activities and operating model initiatives are primarily reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•Supply chain restructuring and consolidation charges primarily attributed to charges and subsequent adjustments to estimates related to headcount actions and related severance pertaining to restructuring and consolidation efforts within the Company’s supply chain network as well as charges for accelerated amortization of right of use assets for the leased facilities that the Company expects to exit before the end of the contractual lease term and depreciation of certain fixed assets.
•Corporate asset impairment charges primarily represent charges during the second quarter of 2024 related to a contract termination of $10,395 and impairment of the Company’s headquarters location that was classified as held for sale of $9,712 which were recorded in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Condensed Consolidated Statements of Operations, respectively.
•The remaining restructuring and other action-related charges within operating profit are primarily associated with charges related to real estate initiatives pertaining to the Company’s corporate headquarters move and other restructuring and action-related charges.
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
In the six months ended June 28, 2025, the Company recorded charges totaling $9,979 in restructuring and other action-related charges related to the refinancing of the senior secured credit facility and redemption of its 4.875% Senior Notes. The charges, which are recorded in the “Other expenses” line in the Condensed Consolidated Statements of Operations, included a payment of $1,394 for a required make-whole premium related to the redemption of the 4.875% Senior Notes, charges for third party and legal fees of $686 related to the senior secured credit facility refinancing, and non-cash charges of $7,669 for the write-off of the related unamortized debt issuance costs. See Note “Debt” for additional information.
At December 28, 2024, the Company had an accrual of $42,175 for expected benefit payments related to actions taken in prior years. During the six months ended June 28, 2025, the Company approved headcount actions of $330 which were recorded in the “Selling, general and administrative expenses” line, in the Condensed Consolidated Statements of Operations and included in the “Headcount actions and related severance” line in the restructuring and other action-related charges table above. During the six months ended June 28, 2025, the Company made benefit payments and other adjustments of $20,664, resulting in an ending accrual of $21,841 which is included in the “Accrued liabilities” line of the Condensed Consolidated Balance Sheets at June 28, 2025.
The following table presents segment asset information as of June 28, 2025, December 28, 2024, and June 29, 2024:
| | | | | | | | | | | | | | | | | |
| June 28, 2025 | | December 28, 2024 | | June 29, 2024 |
| Assets - Inventories: | | | | | |
| U.S. | $ | 778,866 | | | $ | 711,323 | | | $ | 760,014 | |
| International | 167,861 | | | 146,190 | | | 156,669 | |
The following table presents segment depreciation and amortization expense information for the quarters and six months ended June 28, 2025 and June 29, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Quarters Ended | | Six Months Ended |
| June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 |
| Depreciation and amortization expense: | | | | | | | |
| U.S. | $ | 3,503 | | | $ | 14,461 | | | $ | 7,826 | | | $ | 25,071 | |
| International | 2,457 | | | 3,022 | | | 5,019 | | | 5,637 | |
| | | | | |
| 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 interim financial statements and notes included herein should be read in conjunction with our audited consolidated financial statements and notes for the year ended December 28, 2024, which were included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for the full year or any other future periods, and our actual results may differ materially from those expressed in or implied by the forward-looking statements as a result of various factors, including but not limited to those listed under Part I, Item 1A. “Risk Factors” and included elsewhere in our Annual Report on Form 10-K for the year ended December 28, 2024. In particular, among others, statements with respect to trends associated with our business, our key business strategies, our expectations regarding liquidity and our ability to maintain compliance with the covenants in our Senior Secured Credit Facility (as defined below) and our future financial performance included in this MD&A are forward-looking statements.
Overview
Hanesbrands Inc. (collectively with its subsidiaries, “we,” “us,” “our,” or the “Company”) is a socially responsible global leader in everyday iconic apparel with a mission to create a more comfortable world for every body. We operate across the Americas, Australia and Asia. We own a portfolio of some of the world’s most recognized apparel brands in the core basic and innerwear apparel categories, including Hanes, Bonds, Bali, Maidenform, Playtex, Bras N Things, Berlei, Wonderbra, Zorba, JMS/Just My Size and Comfortwash. We design, manufacture, source and sell a broad range of innerwear apparel, such as T-shirts, bras, panties, shapewear, underwear and socks, as well as other apparel products that are manufactured or sourced in our low-cost global supply chain. Our products are broadly distributed and available to consumers where, when and how they want to shop, including in mass merchants, mid-tier and department stores, specialty stores, company-owned retail stores as well as both retailer and company-owned e-commerce websites. Our portfolio of leading brands is designed to address the needs and wants of various consumer segments across a broad range of basic apparel products and our brands have strong consumer positioning that helps distinguish them from competitors.
Our Key Business Strategies
Our business strategy integrates our brand superiority, industry-leading innovation and low-cost global supply chain to provide higher value products while lowering production costs. We operate primarily in the global innerwear apparel category, along with smaller operations within other apparel categories. Our strategy is based on managing and growing our iconic brands through the three key principles of Simplify for Growth, Focus for Impact, and Continuously Improving to Win. By simplifying the portfolio, we continue to elevate these brands by delivering quality and value to our consumers through innovative brand and product experiences. We remain focused on the core product offerings while also expanding through innovation and new business opportunities for greater marketplace impact.
We are taking decisive actions to streamline operations and deliver measurable results and have pushed to reduce inventory and product SKUs through our disciplined inventory management. We have segmented and consolidated our world-class supply chain for greater efficiency and flexibility and our go-to-market strategy has been reimagined into a winning, repeatable cadence, supported by a robust, consumer-led innovation process that keeps us at the forefront of industry trends. We are highly confident our iconic brand portfolio, world-class supply chain and product innovation will ensure we will consistently grow sales, expand our margins and generate cash flow.
Over the last several years, we have experienced several unanticipated challenges, including significant cost inflation, market disruption and consumer-demand headwinds. Despite the challenging global operating environment, we have been able to balance the near-term management of the business with making the long-term investments necessary to execute our strategy and transform the Company. During this time, we have made meaningful progress on several of our strategic initiatives. We have pivoted our U.S. innerwear business back to gaining market share, which has been driven by the launch of new product innovation, increased marketing investments in our brands and improved on-shelf product availability. We have simplified our portfolio by selling our European Innerwear and U.S. Sheer Hosiery businesses.
In 2024, we reached the decision to exit the global Champion business, U.S.-based outlet store business and the Champion Japan business. We determined these businesses represent multiple components of a single strategic plan that met held-for-sale and discontinued operations accounting criteria in 2024. Accordingly, we began to separately report the results of these businesses as discontinued operations in our Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in our Condensed Consolidated Balance Sheets. These changes have been applied to all periods
presented. Unless otherwise noted, discussion within this MD&A relates to continuing operations. See Note, “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information about discontinued operations.
We seek to generate strong cash flow through effectively optimizing our capital structure and managing working capital levels. In January 2023, we shifted our capital allocation strategy to focus the use of all our free cash flow (cash from operations less capital expenditures) on reducing debt and bringing our leverage back to a range that is no greater than two to three times on a net debt-to-adjusted EBITDA basis. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, excluding restructuring and other action-related costs and certain other losses, charges and expenses. Net debt is defined as the total of current debt, long-term debt, and borrowings under the accounts receivable securitization facility (excluding long-term debt issuance costs) less other debt and cash adjustments and cash and cash equivalents.
Our Segments
In 2024 we realigned our segment reporting as a result of the sale of the global Champion business, as discussed in Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q. While the global Champion business was reflected within all reportable segments prior to its reclassification to discontinued operations, the U.S. Champion business made up the majority of our former Activewear segment. Accordingly, the former Activewear segment has been eliminated and the segment information herein excludes the results of the global Champion business for all periods presented. As a result of the strategic shift and resulting reorganization, the chief executive officer, who is our chief operating decision maker, began reviewing all U.S. innerwear and U.S. activewear operations together as one U.S. operating segment. As a result of these changes, our operations are now managed and reported in two operating segments, each of which is a reportable segment for financial reporting purposes: U.S. and International. In December 2024, the Champion Japan business, which was previously reported within the International segment, was classified as held for sale and reflected as discontinued operations for all periods presented. Accordingly, the Champion Japan business has been excluded from the International segment information herein. These changes have been applied to all periods presented. These segments are organized and managed principally by geographic location. Each segment has its own management team that is responsible for the operations of the segment’s businesses, but the segments share a common supply chain and media and marketing platforms.
Other consists of short-term transition service agreements and support of disposed businesses. Our U.S.-based outlet store business was also reflected in Other prior to its reclassification to discontinued operations in the second quarter of 2024 as discussed in Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q. As a result of this reclassification, the results of the U.S.-based outlet store business are excluded from the segment information herein for all periods presented.
Goodwill and Indefinite-lived Intangible Assets
Goodwill and indefinite-lived intangible assets are evaluated for impairment at least annually as of the first day of the third quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or intangible asset below its carrying value. In the quarter ended June 28, 2025, we identified a triggering event within one of our indefinite-lived trademarks within the Australian business. As a result, we performed a quantitative assessment utilizing an income approach to estimate the fair value of the indefinite-lived trademark. The most significant assumptions used to estimate the fair value of the indefinite-lived trademark include the weighted average cost of capital, revenue growth rate, terminal growth rate and operating profit margin.
While our analysis indicated a meaningful decline in the fair value cushion above the carrying value, it was determined that no impairment existed for the indefinite-lived trademark as of the quarter ended June 28, 2025. The decline in this trademark was driven by continued macroeconomic pressures impacting consumer spending in Australia and resulted in a fair value that approximated the carrying value at the time the analysis was performed. As a result, this trademark is considered to be at a high risk for future impairment if economic conditions worsen or earnings and operating cash flows do not recover as currently estimated by management. As of June 28, 2025, the carrying value of this trademark was $227,968, which is reflected in the “Trademarks and other identifiable intangibles, net” line in the Condensed Consolidated Balance Sheets.
Global Economy
The global macroeconomic pressures continue to impact our business operations and financial results, as described in more detail under “Condensed Consolidated Results of Operations - Second Quarter Ended June 28, 2025 Compared with Second Quarter Ended June 29, 2024” and “Condensed Consolidated Results of Operations - Six Months Ended June 28, 2025 Compared with Six Months Ended June 29, 2024” below, primarily through consumer-demand headwinds and elevated interest rates. Despite the challenging global operating environment, we have been able to balance near term management of the business with implementing changes to execute our strategy to simplify and position the Company for growth.
In April 2025, the U.S. imposed a new tariff and trade policy and has subsequently announced various updates to its tariff policy. The imposition of tariffs by the U.S. government and some trading partners, along with associated geopolitical tensions have created an uncertain environment for global trade. While we believe we are well positioned to navigate the current U.S. tariffs, countries may, in the future, adjust or impose new tariffs or other restrictions which may further affect our business and operations or could lead to further weakened business conditions for our industry. With continued uncertainty surrounding the geopolitical and trade environment, we continue to evaluate the impact of actual and proposed tariffs and other trade controls on our business and plan and implement actions to mitigate unfavorable impacts from tariffs and related risks. Such actions may include, among others, further cost reductions, pricing actions and pursuing incremental revenue opportunities created from tariff-related market disruptions.
The future impact of global macroeconomic pressures, including consumer demand headwinds, elevated interest rates and the imposition of tariffs and other trade controls remains highly uncertain, and our business and results of operations, including our net sales, earnings and cash flows, could be adversely impacted. See the related risk factors under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2024.
Seasonality and Other Factors
Our operating results are typically subject to some variability due to seasonality and other factors. For instance, we have historically generated higher sales during the back-to-school and holiday shopping seasons and during periods of cooler weather, which benefits certain product categories such as socks and fleece. Our diverse range of product offerings, however, typically mitigates some of the impact of seasonal changes in demand for certain items. Sales levels in any period are also impacted by our customers’ decisions to increase or decrease their inventory levels of our categories in response to anticipated consumer demand or the overall inventory levels of their other product categories. Our customers may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice to us. Media, advertising and promotion expenses may vary from period to period during a fiscal year depending on the timing of our advertising campaigns for retail selling seasons and product introductions.
Although the majority of our products are replenishment in nature and tend to be purchased by consumers on a planned rather than impulse basis, our sales are impacted by discretionary consumer spending trends. Discretionary spending is affected by many factors that are outside of our control, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability of consumer credit, currency exchange rates, tariffs, taxation, energy prices, unemployment trends and other matters that influence consumer confidence and spending. 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. As a result, consumers may choose to purchase fewer of our products, 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.
Inflation can have a long-term impact on us because increasing costs of materials and labor may impact our ability to maintain satisfactory margins. For example, the cost of the materials that are used in our manufacturing process, such as oil-related commodity prices and other raw materials, including cotton, dyes and chemicals, and other costs, such as fuel, energy and utility costs, can fluctuate as a result of inflation and other factors. Disruptions to the global supply chain due to factory closures, port congestion, transportation delays as well as labor and container shortages may negatively impact product availability, revenue growth and gross margins. We would work to mitigate the impact of global supply chain disruptions through a combination of cost savings and operating efficiencies, as well as pricing actions, which could have an adverse impact on demand. Costs incurred for materials and labor are capitalized into inventory and impact our results as the finished goods inventory is sold. In addition, a significant portion of our products are manufactured in countries other than the United States and declines in the value of the U.S. dollar may result in higher manufacturing costs. Increases in inflation may not be matched by growth in consumer income, which also could have a negative impact on spending.
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 basic apparel, 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 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 consumers’ preferences and discretionary spending.
Key Financial Results from the Second Quarter Ended June 28, 2025
Key financial results are as follows:
•Total net sales in the second quarter of 2025 were $991 million, compared with $974 million in the same period of 2024, representing a 2% increase.
•Operating profit (loss) increased 345% to $155 million in the second quarter of 2025, compared with $(63) million in the same period of 2024. As a percentage of sales, operating profit (loss) increased to 15.6% in the second quarter of 2025, compared to (6.5)% in the same period of 2024.
•Diluted earnings per share from continuing operations was $0.24 in the second quarter of 2025 compared with diluted loss per share of $(0.39) in the same period of 2024.
Condensed Consolidated Results of Operations — Second Quarter Ended June 28, 2025 Compared with Second Quarter Ended June 29, 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended | | | | |
| June 28, 2025 | | June 29, 2024 | | Higher (Lower) | | Percent Change |
| (dollars in thousands) |
| Net sales | $ | 991,325 | | | $ | 973,927 | | | $ | 17,398 | | | 1.8 | % |
| Cost of sales | 579,400 | | | 675,584 | | | (96,184) | | | (14.2) | |
| Gross profit | 411,925 | | | 298,343 | | | 113,582 | | | 38.1 | |
| Selling, general and administrative expenses | 257,267 | | | 361,546 | | | (104,279) | | | (28.8) | |
| Operating profit (loss) | 154,658 | | | (63,203) | | | 217,861 | | | 344.7 | |
| Other expenses | 9,023 | | | 10,616 | | | (1,593) | | | (15.0) | |
| Interest expense, net | 47,536 | | | 50,279 | | | (2,743) | | | (5.5) | |
| Income (loss) from continuing operations before income taxes | 98,099 | | | (124,098) | | | 222,197 | | | 179.0 | |
| Income tax expense | 12,606 | | | 11,485 | | | 1,121 | | | 9.8 | |
| Income (loss) from continuing operations | 85,493 | | | (135,583) | | | 221,076 | | | 163.1 | |
| Loss from discontinued operations, net of tax | (3,882) | | | (162,797) | | | 158,915 | | | 97.6 | |
| Net income (loss) | $ | 81,611 | | | $ | (298,380) | | | $ | 379,991 | | | 127.4 | % |
Net Sales
Net sales increased 2% during the second quarter of 2025 compared to the second quarter of 2024 primarily due to sales related to short-term transition service agreements and support of disposed businesses in the second quarter of 2025, partially offset by the continued macro-driven slowdown impacting consumer spending and the unfavorable impact from foreign currency exchange rates in our International business of approximately $7 million.
Operating Profit (Loss)
Operating profit (loss) as a percentage of net sales was 15.6% during the second quarter of 2025, representing an increase from (6.5)% in the second quarter of 2024. The operating margin improvement primarily resulted from approximately 95 basis points from cost savings initiatives within our supply chain, approximately 75 basis points from cost savings and disciplined expense management, approximately 50 basis points from lower input costs and approximately 35 basis points from decreased advertising expense. Additionally, a decrease in restructuring and other action-related charges included in operating profit to $(1) million in the second quarter of 2025 compared to $189 million in the second quarter of 2024, resulted in a favorable impact to operating margin of approximately 1,955 basis points.
Other Highlights
Other Expenses – Other expenses decreased $2 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to lower funding fees for sales of accounts receivable to financial institutions and lower pension expense in the second quarter of 2025.
Interest Expense – Interest expense from continuing operations was $48 million and $50 million in the second quarters of 2025 and 2024, respectively, representing a decrease of nearly $3 million. Interest expense from continuing operations in the second quarter of 2024 excludes $18 million, which was allocated to discontinued operations due to the requirement to pay down a portion of our outstanding term debt under the Senior Secured Credit Facility with the net proceeds from the sale of the global Champion business. Combined interest expense from continuing and discontinued operations decreased approximately
$18 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to lower weighted average outstanding debt balances combined with a lower weighted average interest rate on our borrowings during the second quarter of 2025. Our combined weighted average interest rate, including the portion of interest expense that was allocated to discontinued operations, on our outstanding debt was 7.34% for the second quarter of 2025 compared to 7.51% for the second quarter of 2024.
Income Tax Expense – In the second quarter of 2025, income tax expense was $13 million, resulting in an effective income tax rate of 12.9% and in the second quarter of 2024, income tax expense was $11 million, resulting in an effective income tax rate of (9.3)%. Our effective tax rates for the second quarters of 2025 and 2024 primarily differ from the U.S. statutory rate due to valuation allowances against certain net deferred tax assets. Additionally, we had unfavorable discrete items of $3 million in the second quarter of 2025 and favorable discrete items of $2 million in the second quarter of 2024.
As of June 28, 2025, a valuation allowance of approximately $347 million was recorded against U.S. deferred tax assets. A valuation allowance release indicates that it is more likely than not that the deferred tax assets will be realized. The need for this valuation allowance is continuously evaluated and based on our assessment of current and anticipated future earnings, there is a reasonable possibility that we will have sufficient taxable income to release all, or a significant portion, of this valuation allowance within the next 12 months. A release of this valuation allowance would result in the recognition of certain deferred tax assets and a reduction in income tax expense for the period in which the release occurs. However, the exact timing and amount of the valuation allowance release is subject to the level of profitability that we can achieve.
Subsequent to the end of the quarter, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA” or “the Bill”) into law. The Bill includes significant updates to federal tax law that may impact the Company. However, ASC 740 mandates that effects of changes in tax law be considered in the period in which the legislation is enacted into law. Consequently, the OBBBA has no impact on our income taxes for the quarter ended June 28, 2025. We are currently evaluating the Bill and its potential impact on future periods.
Discontinued Operations – The results of our discontinued operations include the operations of our global Champion, U.S.-based outlet store business and the Champion Japan business, which we reached the decision to exit in 2024. See Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information related to discontinued operations.
Operating Results by Business Segment — Second Quarter Ended June 28, 2025 Compared with Second Quarter Ended June 29, 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| Net Sales | | | | |
| Quarters Ended | | | | |
| June 28, 2025 | | June 29, 2024 | | Higher (Lower) | | Percent Change |
| (dollars in thousands) |
| U.S. | $ | 735,483 | | | $ | 740,154 | | | $ | (4,671) | | | (0.6) | % |
| International | 225,953 | | | 233,073 | | | (7,120) | | | (3.1) | |
| Other | 29,889 | | | 700 | | | 29,189 | | | 4,169.9 | |
| Total | $ | 991,325 | | | $ | 973,927 | | | $ | 17,398 | | | 1.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Profit and Margin | | | | |
| Quarters Ended | | | | |
| June 28, 2025 | | June 29, 2024 | | Higher (Lower) | | Percent Change |
| (dollars in thousands) |
| U.S. | $ | 183,628 | | | 25.0 | % | | $ | 158,214 | | | 21.4 | % | | $ | 25,414 | | | 16.1 | % |
| International | 24,253 | | | 10.7 | | | 30,237 | | | 13.0 | | | (5,984) | | | (19.8) | |
| Other | 4,388 | | | 14.7 | | | (130) | | | (18.6) | | | 4,518 | | | 3,475.4 | |
| Corporate | (57,611) | | | NM | | (251,524) | | | NM | | 193,913 | | | 77.1 | |
| Total | $ | 154,658 | | | 15.6 | % | | $ | (63,203) | | | (6.5) | % | | $ | 217,861 | | | 344.7 | % |
U.S.
U.S. net sales decreased less than 1% compared to the second quarter of 2024 primarily due to softer point-of-sale trends, stemming from the continued macroeconomic pressures in the U.S., primarily within our intimate apparel business, partially offset by growth in our basics and active apparel and new businesses including scrubs and loungewear products.
U.S. operating margin was 25.0%, an increase from 21.4% in the second quarter of 2024. The operating margin rate improvement primarily resulted from approximately 140 basis points from cost savings initiatives within our supply chain, approximately 110 basis points from lower input costs, and approximately 85 basis points from favorable assortment management and mix.
International
Net sales in the International segment decreased 3% compared to the second quarter of 2024 due to unfavorable foreign currency exchange rates. The unfavorable impact of foreign currency exchange rates decreased net sales by approximately $7 million in the second quarter of 2025. International net sales on a constant currency basis, defined as net sales excluding the impact of foreign currency, were consistent when compared to the second quarter of 2024. The impact of foreign currency exchange rates is calculated by applying prior period exchange rates to the current year financial results. We believe constant-currency information is useful to management and investors to facilitate comparison of operating results and better identify trends in our businesses.
International operating margin was 10.7%, a decrease from 13.0% in the second quarter of 2024. The operating margin rate decline primarily resulted from approximately 80 basis points from higher operating expenses, approximately 55 basis points from strategic, planned brand investments, and approximately 65 basis points from unfavorable mix.
Other
Sales and operating results in the second quarter of 2025 primarily reflect short-term transition service agreements and support of disposed businesses. Sales and operating results in the second quarter of 2024 primarily reflect the U.S. Sheer Hosiery business support which was sold on September 29, 2023.
Corporate
Corporate expenses included in operating profit were lower in the second quarter of 2025 compared to the second quarter of 2024 primarily due to lower restructuring and other action-related charges.
Restructuring and other action-related charges within operating profit were $(1) million and $189 million in the second quarters of 2025 and 2024, respectively, as described in more detail below.
•Charges related to professional services primarily include consulting and advisory services related to restructuring activities including cost transformation and technology modernization initiatives, which are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•The Company recognized headcount actions and related severance charges, including subsequent adjustments to initial estimates, resulting from restructuring activities and operating model initiatives are primarily reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•Supply chain restructuring and consolidation charges primarily attributed to charges and subsequent adjustments to estimates related to headcount actions and related severance pertaining to restructuring and consolidation efforts within the Company’s supply chain network as well as charges for accelerated amortization of right of use assets for the leased facilities that the Company expects to exit before the end of the contractual lease term.
•Corporate asset impairment charges primarily represent charges during the second quarter of 2024 related to a contract termination of $10,395 and impairment of the Company’s headquarters location that was classified as held for sale of $9,712 which were recorded in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Condensed Consolidated Statements of Operations, respectively.
•The remaining restructuring and other action-related charges within operating profit are primarily associated with charges related to real estate initiatives pertaining to our corporate headquarters move and other restructuring and action-related charges.
The components of restructuring and other action-related charges were as follows:
| | | | | | | | | | | |
| Quarters Ended |
| June 28, 2025 | | June 29, 2024 |
| (dollars in thousands) |
| Restructuring and other action-related charges: | | | |
| | | |
| | | |
| Professional services | $ | 2,909 | | | $ | 3,762 | |
| | | |
| Headcount actions and related severance | (1,028) | | | 6,911 | |
| Supply chain restructuring and consolidation | (3,184) | | | 156,807 | |
| Corporate asset impairment charges | — | | | 20,107 | |
| | | |
| Other | 112 | | | 1,447 | |
| | | |
| Total included in operating profit (loss) | (1,191) | | | 189,034 | |
| | | |
| | | |
| | | |
| Total included in income (loss) from continuing operations before income taxes | (1,191) | | | 189,034 | |
| | | |
| Tax effect on actions | — | | | — | |
| Total included in income tax expense | — | | | — | |
| Total restructuring and other action-related charges included in income (loss) from continuing operations | $ | (1,191) | | | $ | 189,034 | |
Condensed Consolidated Results of Operations — Six Months Ended June 28, 2025 Compared with Six Months Ended June 29, 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended | | | | |
| June 28, 2025 | | June 29, 2024 | | Higher (Lower) | | Percent Change |
| (dollars in thousands) |
| Net sales | $ | 1,751,473 | | | $ | 1,718,602 | | | $ | 32,871 | | | 1.9 | % |
| Cost of sales | 1,022,848 | | | 1,122,826 | | | (99,978) | | | (8.9) | |
| Gross profit | 728,625 | | | 595,776 | | | 132,849 | | | 22.3 | |
| Selling, general and administrative expenses | 494,059 | | | 623,565 | | | (129,506) | | | (20.8) | |
| Operating profit (loss) | 234,566 | | | (27,789) | | | 262,355 | | | 944.1 | |
| Other expenses | 26,295 | | | 19,678 | | | 6,617 | | | 33.6 | |
| Interest expense, net | 90,855 | | | 100,862 | | | (10,007) | | | (9.9) | |
| Income (loss) from continuing operations before income taxes | 117,416 | | | (148,329) | | | 265,745 | | | 179.2 | |
| Income tax expense | 17,777 | | | 20,056 | | | (2,279) | | | (11.4) | |
| Income (loss) from continuing operations | 99,639 | | | (168,385) | | | 268,024 | | | 159.2 | |
| Loss from discontinued operations, net of tax | (27,484) | | | (169,117) | | | 141,633 | | | 83.7 | |
| Net income (loss) | $ | 72,155 | | | $ | (337,502) | | | $ | 409,657 | | | 121.4 | % |
Net Sales
Net sales increased 2% during the first six months of 2025 compared to the first six months of 2024 primarily due to sales related to short-term transition service agreements and support of disposed businesses during the first six months of 2025, partially offset the unfavorable impact from foreign currency exchange rates in our International business of approximately $19 million and the continued macro-driven slowdown impacting consumer spending across segments.
Operating Profit (Loss)
Operating profit (loss) as a percentage of net sales was 13.4% during the first six months of 2025, representing a increase from (1.6)% in the first six months of 2024. The operating margin improvement primarily resulted from approximately 160 basis points from cost savings and disciplined expense management, approximately 120 basis points from cost savings initiatives within our supply chain, and approximately 100 basis points from lower input costs. Additionally, a decrease in restructuring and other action-related charges included in operating profit (loss) of $204 million in the first six months of 2025 compared to the first six months of 2024, resulted in a favorable impact to operating margin of approximately 1,190 basis points.
Other Highlights
Other Expenses – Other expenses increased $7 million in the first six months of 2025 compared to the first six months of 2024 primarily due to charges of approximately $10 million as a result of the redemption of the 4.875% Senior Notes and refinancing of the Senior Secured Credit Facility in first quarter of 2025. The charges included a payment of $1 million for a required make-whole premium related to the redemption of the 4.875% Senior Notes, third party and legal fees charged to expense of $1 million related to the Senior Secured Credit Facility refinancing, and non-cash charges of $8 million for the write-off of the related unamortized debt issuance costs. See Note “Debt” to our condensed consolidated interim financial statements included in our Quarterly Report on Form 10-Q for additional information. Other expenses also included lower pension expense and lower funding fees for sales of accounts receivable to financial institutions in the second quarter of 2025.
Interest Expense – Interest expense from continuing operations was $91 million and $101 million in the first six months of 2025 and 2024, respectively, representing a decrease of $10 million. The interest expense from continuing operations excludes $0.2 million and $36 million in the first six months of 2025 and 2024, respectively, which was allocated to discontinued operations due to the requirement to pay down a portion of outstanding term debt under the Senior Secured Credit Facility with the net proceeds from the sale of the global Champion business. Combined interest expense from continuing and discontinued operations decreased $41 million in the first six months of 2025 compared to the first six months of 2024 primarily due to lower weighted average outstanding debt balance combined with a lower weighted average interest rate on our borrowings during the first six months of 2025. Our combined weighted average interest rate, including the portion of interest expense that was allocated to discontinued operations, on our outstanding debt was 7.05% for the first six months of 2025 compared to 7.59% for the first six months of 2024.
Income Tax Expense – In the first six months of 2025, income tax expense was $18 million, resulting in an effective income tax rate of 15.1% and in the first six months of 2024, income tax expense was $20 million, resulting in an effective income tax rate of (13.5)%. Our effective tax rates for the first six months of 2025 and the first six months of 2024 primarily differ from the U.S. statutory rate due to valuation allowances against certain net deferred tax assets. Additionally, we had unfavorable discrete items of $1 million in the first six months of 2025 and favorable discrete items of $2 million in the first six months of 2024.
As of June 28, 2025, a valuation allowance of approximately $347 million was recorded against U.S. deferred tax assets. A valuation allowance release indicates that it is more likely than not that the deferred tax assets will be realized. The need for this valuation allowance is continuously evaluated and based on our assessment of current and anticipated future earnings, there is a reasonable possibility that we will have sufficient taxable income to release all, or a significant portion, of this valuation allowance within the next 12 months. A release of this valuation allowance would result in the recognition of certain deferred tax assets and a reduction in income tax expense for the period in which the release occurs. However, the exact timing and amount of the valuation allowance release is subject to the level of profitability that we can achieve.
Subsequent to the end of the quarter, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA” or “the Bill”) into law. The Bill includes significant updates to federal tax law that may impact the Company. However, ASC 740 mandates that effects of changes in tax law be considered in the period in which the legislation is enacted into law. Consequently, the OBBBA has no impact on our income taxes for the six months ended June 28, 2025. We are currently evaluating the Bill and its potential impact on future periods.
Discontinued Operations – The results of our discontinued operations include the operations of our global Champion and U.S.-based outlet store businesses which we reached the decision to exit in the second quarter of 2024 as a result of our announcement that we reached an agreement to sell the global Champion business to Authentic. See Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information related to discontinued operations.
Operating Results by Business Segment — Six Months Ended June 28, 2025 Compared with Six Months Ended June 29, 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| Net Sales | | | | |
| Six Months Ended | | | | |
| June 28, 2025 | | June 29, 2024 | | Higher (Lower) | | Percent Change |
| (dollars in thousands) |
| U.S. | $ | 1,271,708 | | | $ | 1,284,045 | | | $ | (12,337) | | | (1.0) | % |
| International | 421,492 | | | 433,084 | | | (11,592) | | | (2.7) | |
| Other | 58,273 | | | 1,473 | | | 56,800 | | | 3,856.1 | |
| Total | $ | 1,751,473 | | | $ | 1,718,602 | | | $ | 32,871 | | | 1.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Profit and Margin | | | | |
| Six Months Ended | | | | |
| June 28, 2025 | | June 29, 2024 | | Higher (Lower) | | Percent Change |
| (dollars in thousands) |
| U.S. | $ | 295,797 | | | 23.3 | % | | $ | 256,477 | | | 20.0 | % | | $ | 39,320 | | | 15.3 | % |
| International | 46,746 | | | 11.1 | | | 47,038 | | | 10.9 | | | (292) | | | (0.6) | |
| Other | 6,817 | | | 11.7 | | | 551 | | | 37.4 | | | 6,266 | | | 1,137.2 | |
| Corporate | (114,794) | | | NM | | (331,855) | | | NM | | 217,061 | | | 65.4 | |
| Total | $ | 234,566 | | | 13.4 | % | | $ | (27,789) | | | (1.6) | % | | $ | 262,355 | | | 944.1 | % |
U.S.
U.S. net sales decreased 1% compared to the first six months of 2024 primarily due to softer point-of-sale trends stemming from the continued macroeconomic pressures and higher than anticipated level of inventory management actions by select retailers.
U.S. operating margin was 23.3%, an increase from 20.0% in the first six months of 2024. The operating margin improvement primarily resulted from approximately 180 basis points from cost savings initiatives within our supply chain, approximately 125 basis points from lower input costs and approximately 40 basis points from favorable assortment management and mix.
International
Net sales in the International segment decreased 3% compared to the first six months of 2024 due to unfavorable foreign currency exchange rates which was partially offset by growth in Australia. The unfavorable impact of foreign currency exchange rates decreased net sales approximately $19 million in the first six months of 2025. International net sales on a constant currency basis, defined as net sales excluding the impact of foreign currency, increased by approximately 2% when compared to the first six months of 2024. The impact of foreign currency exchange rates is calculated by applying prior period exchange rates to the current year financial results. We believe constant-currency information is useful to management and investors to facilitate comparison of operating results and better identify trends in our businesses.
International operating margin was 11.1%, an increase from 10.9% in the first six months of 2024. The operating margin improvement primarily resulted from approximately 65 basis points from favorable mix and approximately 60 basis points from cost savings and disciplined expense management which was partially offset by approximately 70 basis points from increased strategic, planned brand investments.
Other
Sales and operating results in the first six months of 2025 primarily reflect short-term transition service agreements and support of disposed businesses. Sales and operating results in the first six months of 2024 primarily reflect the U.S. Sheer Hosiery business support which was sold on September 29, 2023.
Corporate
Corporate expenses included in operating profit were lower in the first six months of 2025 compared to the first six months of 2024 primarily due to lower restructuring and other action-related charges.
Restructuring and other action-related charges within operating profit were $(0.1) million and $204 million in the first six months of 2025 and 2024, respectively, as described in more detail below.
•Charges related to professional services primarily include consulting and advisory services related to restructuring activities including cost transformation and technology modernization initiatives, which are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•The Company recognized headcount actions and related severance charges, including subsequent adjustments to initial estimates, resulting from restructuring activities and operating model initiatives are primarily reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•Supply chain restructuring and consolidation charges primarily attributed to charges and subsequent adjustments to estimates related to headcount actions and related severance pertaining to restructuring and consolidation efforts within the Company’s supply chain network as well as charges for accelerated amortization of right of use assets for the leased facilities that the Company expects to exit before the end of the contractual lease term and depreciation of certain fixed assets.
•Corporate asset impairment charges primarily represent charges during the second quarter of 2024 related to a contract termination of $10,395 and impairment of the Company’s headquarters location that was classified as held for sale of $9,712 which were recorded in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Condensed Consolidated Statements of Operations, respectively.
•The remaining restructuring and other action-related charges within operating profit are primarily associated with charges related to real estate initiatives pertaining to our corporate headquarters move and other restructuring and action-related charges.
The components of restructuring and other action-related charges were as follows:
| | | | | | | | | | | |
| Six Months Ended |
| June 28, 2025 | | June 29, 2024 |
| (dollars in thousands) |
| Restructuring and other action-related charges: | | | |
| | | |
| | | |
| Professional services | $ | 3,366 | | | $ | 4,433 | |
| | | |
| | | |
| Headcount actions and related severance | (819) | | | 19,098 | |
| | | |
| Supply chain restructuring and consolidation | (3,244) | | | 158,914 | |
| Corporate asset impairment charges | — | | | 20,107 | |
| Other | 615 | | | 1,451 | |
| | | |
| Total included in operating profit (loss) | (82) | | | 204,003 | |
| Loss on extinguishment of debt included in other expenses | 9,979 | | | — | |
| | | |
| | | |
| Total included in income (loss) from continuing operations before income taxes | 9,897 | | | 204,003 | |
| | | |
| Tax effect on actions | — | | | — | |
| Total included in income tax expense | — | | | — | |
| Total restructuring and other action-related charges included in income (loss) from continuing operations | $ | 9,897 | | | $ | 204,003 | |
| | | |
| | | |
| | | |
Liquidity and Capital Resources
Cash Requirements and Trends and Uncertainties Affecting Liquidity
We primarily rely on our cash flows generated from operations and the borrowing capacity under our credit facilities to meet the cash requirements of our business. In January 2023, we shifted our capital allocation strategy to utilize our cash from operations for payments to our employees and vendors in the normal course of business and to reinvest in our business through capital expenditures. We then utilize our free cash flow (cash from operations less capital expenditures) to pay down debt to bring our leverage back to a range that is no greater than two to three times on a net debt-to-adjusted EBITDA basis.
Based on our current expectations and forecasts of future earnings and cash flows, we believe we have sufficient cash and available borrowings to support our operations and key business strategies for at least the next 12 months and we currently believe our cash flows and available borrowings, together with our access to the capital markets, are sufficient to support our longer term liquidity needs as well.
Our primary financing arrangements are our Senior Secured Credit Facility, our 9.000% senior notes due in 2031 (the “9.000% Senior Notes”), and our accounts receivable securitization facility due in 2026 (the “ARS Facility”). The Senior Secured Credit Facility consists of a $750 million revolving loan facility due in 2030 (the “Revolving Loan Facility”), a senior secured term loan A facility due in 2030 (the “Term Loan A”), and a senior secured term loan B facility due in 2032 (the “Term Loan B”).
Our primary sources of liquidity are cash generated from global operations and cash available under our Revolving Loan Facility, our ARS Facility and our other international credit facilities.
We had the following borrowing capacity and available liquidity under our credit facilities as of June 28, 2025:
| | | | | | | | | | | |
| | As of June 28, 2025 |
Borrowing Capacity | | Available Liquidity |
| (dollars in thousands) |
| Senior Secured Credit Facility: | | | |
Revolving Loan Facility(1) | $ | 750,000 | | | $ | 529,814 | |
Accounts Receivable Securitization Facility(2) | 85,000 | | | 9,000 | |
Other international credit facilities(3) | 953 | | | (8,362) | |
| Total liquidity from credit facilities | $ | 835,953 | | | $ | 530,452 | |
| Cash and cash equivalents | | | 220,343 | |
| Total liquidity | | | $ | 750,795 | |
(1)Available liquidity is reduced by standby and trade letters of credit issued and outstanding under this facility.
(2)Borrowing availability under the ARS Facility is subject to a quarterly fluctuating facility limit ranging from $85 million to $115 million based on the applicable quarter and permitted only to the extent that the face of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans.
(3)Available liquidity for other international credit facilities is reduced for any outstanding international letters of credit. The international letters of credit are not outstanding under any specific credit facility and do not reduce actual borrowing capacity under the specific credit facilities.
The following have impacted or may impact our liquidity:
•We have principal and interest obligations under our debt and ongoing financial covenants under those debt facilities.
•In March 2025, we refinanced our Senior Secured Credit Facility including the senior secured revolving credit facility, the senior secured Term Loan A facility, and the senior secured Term Loan B facility which will mature in March 2030, March 2030, and March 2032, respectively. Additionally, we elected to exercise the optional redemption rights to redeem all of the outstanding 4.875% senior notes due 2026.
•The difficult global macroeconomic environment has had, and may continue to have, a negative impact on our business and the businesses of our customers.
•Our Board of Directors eliminated our quarterly cash dividend as we shifted our capital allocation strategy in January 2023 to pay down debt to bring our leverage back to a range that is no greater than two to three times on a net debt-to-adjusted EBITDA basis. The declaration of any future dividends and, if declared, the amount of any such dividends, will be subject to our actual future earnings, capital requirements, regulatory restrictions, debt covenants, other contractual restrictions and to the discretion of our Board of Directors.
•We have invested in global growth initiatives, as well as marketing and brand building.
•We previously launched a series of multi-year cost savings programs and recently began implementing significant restructuring and consolidation efforts within our supply chain network, both manufacturing and distribution, as well as corporate cost and headcount reductions within continuing operations to drive stronger operating performance and margin expansion.
•We expect capital expenditures of approximately $65 million in 2025, including capital expenditures of $50 million within investing cash flow activities and cloud computing arrangements of $15 million within operating cash flow activities.
•In the future, when it aligns with our capital allocation strategy and absent any covenant restrictions, we may pursue strategic business acquisitions.
•We have completed and may pursue strategic divestitures, such as the recently completed Initial Closing of our global Champion business and exit of our U.S.-based outlet store business in 2024 and the Deferred Closing of our
global Champion business on January 31, 2025. In December 2024, we finalized plans to exit the Champion Japan business and expect to complete the sale of the business within the current fiscal year.
•We made required cash contributions of approximately $8 million to our U.S. pension plans in the first six months of 2025 and expect to make additional required contributions of approximately $4 million in 2025 based on the preliminary calculation by our actuary. We may also elect to make additional voluntary contributions.
•We may increase or decrease the portion of the current-year income of our foreign subsidiaries that we remit to the United States, which could impact our effective income tax rate. We have not changed our reinvestment strategy from the prior year with regards to our unremitted foreign earnings and intend to remit foreign earnings totaling $65 million.
Sources and Uses of Our Cash
The information presented below regarding the sources and uses of our cash flows for the six months ended June 28, 2025 and June 29, 2024 was derived from our condensed consolidated interim financial statements.
| | | | | | | | | | | |
| Quarters Ended |
| June 28, 2025 | | June 29, 2024 |
| (dollars in thousands) |
| Operating activities | $ | (71,869) | | | $ | 104,597 | |
| Investing activities | 6,175 | | | (24,438) | |
| Financing activities | 67,189 | | | (39,996) | |
| Effect of changes in foreign exchange rates on cash | 3,994 | | | (12,963) | |
| Change in cash and cash equivalents | 5,489 | | | 27,200 | |
| Cash and cash equivalents at beginning of year | 215,354 | | | 205,501 | |
| Cash and cash equivalents at end of period | $ | 220,843 | | | $ | 232,701 | |
| | | |
| Balances included in the Condensed Consolidated Balance Sheets: | | | |
| Cash and cash equivalents | $ | 220,343 | | | $ | 213,267 | |
| Cash and cash equivalents included in current assets held for sale | 500 | | | 19,434 | |
| Cash and cash equivalents at end of period | $ | 220,843 | | | $ | 232,701 | |
Operating Activities
Our overall liquidity has historically been driven by our cash flow provided by operating activities, which is dependent on net operating results and changes in our working capital. Net cash used by operating activities in the first six months of 2025 was primarily driven by normal seasonal inventory builds ahead of our planned back-to-school programs and payments for variable compensation and taxes. While we typically use cash in the first six months due to normal inventory seasonal builds, we generated cash provided by operating activities in the first six months of 2024 primarily from working capital management.
Investing Activities
Net cash provided by investing activities in the first six months of 2025 of $6 million was primarily due to net proceeds received from dispositions which were partially offset by capital expenditures. The net cash used by investing activities in the first six months of 2024 was primarily the result of capital expenditures of $28 million.
Financing Activities
Net cash provided by financing activities of $67 million in the first six months of 2025 primarily resulted from net borrowings related to operations and the refinancing of our revolving loan facility, Term Loan A, and Term Loan B in addition to the redemption of the 4.875% Senior Notes. As a result of the debt refinancing completed during the first six months of 2025 we incurred debt issuance costs of $23 million. Net cash used by financing activities of $40 million in the first six months of 2024 primarily resulted from total scheduled repayments on the Term Loan A and the Term Loan B of $30 million and net repayments on our ARS Facility. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.
Financing Arrangements
In March 2025, we refinanced our Senior Secured Credit Facility which provides for a $750 million senior secured revolving credit facility maturing March 7, 2030, a $400 million senior secured Term Loan A facility maturing March 7, 2030, and a $1.1 billion senior secured Term Loan B facility maturing March 7, 2032. The net proceeds from the refinancing, together with cash on hand, were used to redeem our outstanding 4.875% Senior Notes due 2026 in the original aggregate principal amount of $900 million, to refinance our existing senior secured credit facilities, and to pay related fees and expenses. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.
In May 2025, we amended the ARS Facility which extended the maturity date to May 2026 and reduced the 2025 quarterly fluctuating facility limit to $85,000 in the first and second quarters and $115,000 in the third and fourth quarters only to the extent that the face value of the receivables in the collateral pool, net of applicable concentrations, reserves and other deductions, exceeds the outstanding loans. Additionally, the amendment created three pricing tiers based on a consolidated total net leverage ratio. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.
We believe our financing structure provides a secure base to support our operations and key business strategies. As of June 28, 2025, we were in compliance with all financial covenants under our credit facilities and other outstanding indebtedness. Under the terms of the Senior Secured Credit Facility, among other financial and non-financial covenants, we are required to maintain a minimum interest coverage ratio and a maximum total debt to EBITDA (earnings before interest, income taxes, depreciation expense and amortization, as computed pursuant to the Senior Secured Credit Facility), or leverage ratio, each of which is defined in the Senior Secured Credit Facility. The method of calculating all of the components used in the covenants is included in the Senior Secured Credit Facility.
We expect to maintain compliance with our covenants, as amended, for at least 12 months from the issuance of these financial statements based on our current expectations and forecasts, however economic conditions or the occurrence of events discussed under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2024 or other SEC filings could cause noncompliance. If economic conditions worsen or our earnings do not recover as currently estimated by management, this could impact our ability to maintain compliance with our amended financial covenants and require us to seek additional amendments to the Senior Secured Credit Facility. If we are not able to obtain such necessary additional amendments, this would lead to an event of default and, if not cured timely, our lenders could require us to repay our outstanding debt. In that situation, we may not be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay the lenders.
For further details regarding our liquidity from our available cash balances and credit facilities see “Cash Requirements and Trends and Uncertainties Affecting Liquidity” above.
Critical Accounting Policies and Estimates
We have chosen accounting policies that we believe are appropriate to report our operating results and financial condition in conformity with accounting principles generally accepted in the United States. We apply these accounting policies in a consistent manner. Our significant accounting policies are discussed in Note “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 28, 2024.
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 consolidated 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 December 28, 2024. There have been no material changes in these policies from those described in our Annual Report on Form 10-K for the year ended December 28, 2024.
Recently Issued Accounting Pronouncements
For a summary of recently issued accounting pronouncements, see Note “Recent Accounting Pronouncements” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q.
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| Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
There have been no material changes in our market risk exposures from those described in Item 7A of our Annual Report on Form 10-K for the year ended December 28, 2024.
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| Item 4. | Controls and Procedures |
Disclosure Controls and Procedures
As required by Exchange Act Rule 13a-15(b), our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 28, 2025.
Changes in Internal Control over Financial Reporting
In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
We were named in a putative class action in connection with the previously disclosed ransomware incident, entitled Toussaint et al. v. HanesBrands,[sic] Inc. This lawsuit was filed on April 27, 2023 in the United States District Court for the Middle District of North Carolina, and followed the consolidation of two previously pending lawsuits, entitled Roman v. Hanes Brands,[sic] Inc., filed October 7, 2022, and Toussaint v. HanesBrands,[sic] Inc., filed October 14, 2022. The lawsuit alleged, among other things, negligence, negligence per se, breach of implied contract, invasion of privacy, unjust enrichment, breach of implied covenant of good faith and fair dealing and unfair business practices under the California Business and Professions Code. The lawsuit sought, among other things, monetary and injunctive relief. On April 2, 2024, the plaintiffs filed a motion for preliminary approval of a class action settlement. On November 5, 2024, the Court entered an order granting preliminary approval of the settlement, and on June 13, 2025, the Court granted final approval of the settlement. The settlement provides for class members to claim reimbursement for documented out-of-pocket losses related to the ransomware incident (limited to an aggregate cap of $100,000), as well as a choice of one of the following three forms of additional relief (with no aggregate cap): (1) two years of credit and identity monitoring services; (2) a one-time use credit for purchase of products on the www.hanes.com website; or (3) a cash payment. We also agreed to undertake certain injunctive relief and to pay an agreed upon amount of attorneys’ fees, costs, and service awards to the plaintiffs. We do not expect this settlement to have a material adverse effect on our consolidated financial position or results of operations. We currently anticipate the cost of the settlement to be less than $1 million.
We are also subject to various claims and legal actions that occur from time to time in the ordinary course of our business. However, 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.
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 December 28, 2024. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. 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. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial also may affect us. The occurrence of any of these known or unknown risks could have a material adverse ultimate impact on our business, financial condition, liquidity or results of operations.
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
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| Item 3. | Defaults Upon Senior Securities |
None.
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| Item 4. | Mine Safety Disclosures |
Not applicable.
None of our directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 28, 2025.
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| 101.INS XBRL | | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH XBRL | | Inline Taxonomy Extension Schema Document |
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| 101.CAL XBRL | | Inline Taxonomy Extension Calculation Linkbase Document |
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| 101.LAB XBRL | | Inline Taxonomy Extension Label Linkbase Document |
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| 101.PRE XBRL | | Inline Taxonomy Extension Presentation Linkbase Document |
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| 101.DEF XBRL | | Inline Taxonomy Extension Definition Linkbase Document |
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| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and included in Exhibit 101) |
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| * | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the U.S. Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. |
| ** | Management contract or compensatory plans or arrangements. |
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.
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| HANESBRANDS INC. |
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| By: | | /s/ M. Scott Lewis |
| | M. Scott Lewis Chief Financial Officer and Chief Accounting Officer (Duly authorized officer, principal financial officer and principal accounting officer) |
Date: August 7, 2025
hbi-20250628xexx102
EXECUTION VERSION 781745840 19632855 AMENDMENT NO. 5 TO MASTER RECEIVABLES PURCHASE AGREEMENT This AMENDMENT NO. 5 to the MASTER RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 21, 2025, by and among HANESBRANDS INC., a Maryland corporation (“Hanes” and, in its capacity as seller, the “Seller” and, in its capacity as servicer, the “Servicer”), and MUFG BANK, LTD., as buyer (the “Buyer”). W I T N E S S E T H: WHEREAS, the Seller, the Servicer and the Buyer have heretofore entered into the Master Receivables Purchase Agreement, dated as of December 11, 2019 (as amended, restated, supplemented, assigned or otherwise modified from time to time, the “Receivables Purchase Agreement”); and WHEREAS, the parties hereto wish to modify the Receivables Purchase Agreement upon the terms hereof; NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged and confirmed), the parties hereto agree as follows: A G R E E M E N T: 1. Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) the Receivables Purchase Agreement. 2. Amendment to Receivables Purchase Agreement. The Receivables Purchase Agreement is amended to incorporate the changes shown on the marked pages of the Receivables Purchase Agreement attached hereto as Exhibit A. 3. Conditions to Effectiveness. This Amendment shall be effective subject to the receipt by the Buyer of a counterpart of this Amendment executed by each of the other parties hereto. 4. Certain Representations, Warranties and Covenants. The Seller and Servicer hereby represents and warrants to the Buyer, as of the date hereof, that: (a) each of the representations and warranties made by the Seller and the Servicer in the Receivables Purchase Agreement and each of the other Transaction Documents is true and correct in all material respects as of the date hereof or, in the case of any representation or warranty that speaks as to a particular date or period, as of that particular date or period; (b) the execution and delivery by the Seller and the Servicer of this Amendment and the performance by the Seller and the Servicer of each Transaction Document to which it is party and each other document to be delivered by it thereunder, (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene, violate or breach (1) its charter or by-laws, (2) any Applicable Law, (3) any indenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument to which the Seller or the Servicer is a party or by which it or any of its respective property is bound, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, credit agreement, loan agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction Documents, except in the case of clauses (iii)(2), (3) and (4) and clause (iv), where such contravention, violation or breach, or creation or imposition, could not reasonably be expected to result in a Material Adverse Change; (c) this Amendment has been duly executed and delivered by the Seller and the Servicer; Exhibit 10.2

Amendment No. 5 (MUFG/Hanes) 781745840 19632855 (d) this Amendment constitutes the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law); and (e) no Servicer Termination Event has occurred and is continuing, or would occur as a result of this Amendment or the transactions contemplated hereby. 5. Reference to, and Effect on, the Receivables Purchase Agreement and the Transaction Documents. (a) The Receivables Purchase Agreement (as specifically amended herein) and the other Transaction Documents shall remain in full force and effect and the Receivables Purchase Agreement and such other Transaction Documents are hereby ratified and confirmed in all respects by each of the parties hereto. (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Buyer, nor constitute a waiver of any provision of, the Receivables Purchase Agreement or any other Transaction Document. (c) After this Amendment becomes effective, all references in the Receivables Purchase Agreement or in any other Transaction Document to “the Receivables Purchase Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. 6. Further Assurances. Each party hereto agrees that from time to time, at Servicer’s expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that any other party hereto may reasonably request in order to perfect, protect or more fully evidence or implement the transactions contemplated hereby. 7. Costs and Expenses. The Servicer agrees to pay on demand all actual and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) the Buyer incurs in connection with the preparation, negotiation, documentation and delivery of this Amendment. 8. Transaction Document. This Amendment is a Transaction Document. 9. Successors and Assigns. This Amendment shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties. 10. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic mail attachment in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment. 11. Governing Law. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF). 12. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or are given any substantive effect.

Amendment No. 5 (MUFG/Hanes) 781745840 19632855 13. Severability. Any provisions of this Amendment that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Amendment No. 5 (MUFG/Hanes) 781745840 19632855 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. HANESBRANDS INC., as a Seller and as a Servicer By:______________________________________ Name: Title:

Amendment No. 5 (MUFG/Hanes) 781745840 19632855 MUFG BANK, LTD., as Buyer By:_______________________________________________ Name: Title: Matthew Hillman Digitally signed by Matthew Hillman Date: 2025.05.21 10:13:23 -04'00'

781745840 19632855 EXHIBIT A (Attached)

CONFORMED THROUGHEXECUTION VERSION EXHIBIT A to Amendment No. 45, dated as of June 6May 21, 20242025 MASTER RECEIVABLES PURCHASE AGREEMENT among HANESBRANDS INC., as Seller and Servicer, THE OTHER SELLERS AND SERVICERS FROM TIME TO TIME PARTY HERETO and MUFG BANK, LTD., as Buyer Dated as of December 11, 2019 781742516 19632855

Schedule II-1 781742516 19632855 Schedule II Account Debtors Ninety (90) days ACCOUNT DEBTOR DISCOUNT RATE Walmart, Inc. Non-Alternative Margin Receivables: $200,000,000 Alternative Margin Receivables: $100,000,000300,0 00,000 Amazon.com, Inc. Non-Alternative Margin Receivables: Base Rate + 1.25% Alternative Margin Receivables: Alternative Margin Base Rate + 1.35% DILUTION RESERVE PERCENTAGE 0% $100,000,000 13 days ACCOUNT DEBTOR PURCHASE SUBLIMIT Ninety (90) days Base Rate + 1.55% ACCOUNT DEBTOR BUFFER PERIOD 0% ACCOUNT DEBTOR NAME 6 days MAXIMUM TENOR

Exhibit A Certain Defined Terms A. Defined Terms. As used herein, the following terms shall have the following meanings: “Account Debtor” means a Person listed as an account debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as agreed to in writing by the Sellers and the Buyer in their respective sole and absolute discretion. “Account Debtor Buffer Period” means for each Account Debtor, the number of days set forth under the heading “Account Debtor Buffer Period” for such Account Debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as agreed to in writing by the Sellers and the Buyer in their respective sole and absolute discretion. “Account Debtor Discount Rate” means with respect to any Account Debtor, the “Account Debtor Discount Rate” specified for such Account Debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as agreed to in writing by the Sellers and the Buyer in their respective sole and absolute discretion. “Additional Seller” has the meaning set forth in Section 11 hereof. “Adjusted Due Date” means, with respect to any Purchased Receivable, the date that corresponds to the Due Date with respect to such Purchased Receivable plus the Account Debtor Buffer Period for the Account Debtor of such Purchased Receivable. “Adverse Claim” means any ownership interest or claim, mortgage, deed of trust, pledge, lien, security interest, hypothecation, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including, but not limited to, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security; it being understood that any thereof in favor of, or assigned to, the Buyer shall not constitute an Adverse Claim. “Affiliate” when used with respect to a Person means any other current or future Person controlling, controlled by, or under common control with, such Person. For the purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management and policies, whether through the ownership of voting securities, by contract or otherwise. “Agreement” has the meaning set forth in the preamble hereto. “Alternative Margin Base Rate” means Term SOFR; provided, however, that if Term SOFR is less than 0%, then the Alternative Margin Base Rate shall be deemed to be 0%. “Alternative Margin Receivable” means any Purchased Receivable designated as such by the Purchaser in its sole discretion prior to, or simultaneously with, the purchase of such Purchased Receivable hereunder. “Anti-Corruption Laws” means all applicable laws, rules, or regulations pertaining to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. “Applicable Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment, award or similar item of or by a Governmental Authority or any interpretation, implementation or application thereof. Exhibit A-1 781742516 19632855

“Base Rate” means Term SOFR plus the Credit Spread Adjustment; provided, however, that if Term SOFR plus the Credit Spread Adjustment is less than 0%, then the Base Rate shall be deemed to be 0%. “Benchmark” means, initially, as applicable, the Term SOFR Reference Rate for the applicable tenor of SOFR; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate for such tenor of SOFR, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to the provisions hereof. “Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Buyer and the Sellers giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the relevant Governmental Authority or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined and after giving effect to the Credit Spread Adjustment or the Benchmark Replacement Adjustment, respectively, would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Buyer and the Sellers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the relevant Governmental Authority or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clauses (a) and (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide a tenor of such Benchmark (or such component thereof) that would permit the determination of such Benchmark for usage as set forth herein; and (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide a tenor of such Benchmark (or such component thereof) that would permit the determination of such Benchmark for usage as set forth herein permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide a tenor of such Benchmark (or such component thereof) that would permit the determination of such Benchmark for usage as set forth herein; (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official Exhibit A-2 781742516 19632855

with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide a tenor of such Benchmark (or such component thereof) that would permit the determination of such Benchmark for usage as set forth herein permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide a tenor of such Benchmark (or such component thereof) that would permit the determination of such Benchmark for usage as set forth herein; or (c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that no tenor of such Benchmark that would permit the determination of such Benchmark for usage as set forth herein is, or as of a specified future date will be, representative. “Beneficial Ownership Rule” means 31 C.F.R. § 1010.230. “Business Day” means any day that is not a Saturday, Sunday or other day on which banks in New York City are required or permitted to close. “Buyer” has the meaning set forth in the preamble hereto. “Buyer’s Account” means the account specified as such in Exhibit G hereto, or such other bank account identified in writing by the Buyer to Seller from time to time. “Capital Stock” means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests. “Certification of Beneficial Owner(s)” means a certification regarding beneficial ownership of a Seller as required by the Beneficial Ownership Rule. “Change of Control” means Hanes, at any time, (i) ceasing to own, directly or indirectly, free and clear of any Adverse Claim and on a fully diluted basis, one hundred percent (100%) of the Capital Stock of each Seller (other than Hanes) or (ii) ceasing to control each Seller (other than Hanes). For the purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management and policies, whether through the ownership of voting securities, by contract or otherwise. “Closing Date” means the date of this Agreement. “Collections” means, with respect to any Receivable: (a) all funds that are received by any Seller or Servicer or any Affiliate on their behalf in payment of any amounts owed in respect of such Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Account Debtor of such Receivable or any other Person directly or indirectly liable for the payment of such Receivable and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Receivable and (d) all other proceeds of such Receivable. “Conforming Changes” means, with respect to the Base Rate, the Alternative Margin Base Rate or any alternative Benchmark, any conforming changes to the definition thereof, applicable tenor, timing of publication and frequency of determining such rate and making payments and other technical, administrative or operational matters Exhibit A-3 781742516 19632855

as may be appropriate, in the discretion of the Buyer, in consultation with the Sellers, to reflect the adoption and implementation of such rate, and to permit the administration thereof by the Buyer in a manner substantially consistent with market practice (or, if the Buyer determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rates exist, in such other manner of administration as the Buyer determines is reasonably necessary in connection with this Agreement). “Contract” means, for each Receivable, the invoice therefor and any other agreement or documentation between the applicable Seller and the applicable Account Debtor giving rise to, and/or setting forth terms and conditions related to the creation and payment of, such Receivable, including in each case any amendments. “Cost of Funds Rate” the rate of interest in effect for such day as publicly announced from time to time by the Buyer as its “reference rate” or “prime rate”, as applicable, which rate shall be determined and calculated by the Buyer in its sole discretion, taking into account factors including, but not limited to, the Buyer’s external and internal funding costs and prevailing interbank market rates and conditions. Notwithstanding the foregoing, if the Cost of Funds Rate shall be less than 0%, such rate shall be deemed 0% for purposes of this Agreement. “Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of each Seller and Servicer in effect on the date hereof as modified in compliance with this Agreement. “Credit Spread Adjustment” means, with respect to any Purchased Receivable, the percentage applicable to the relevant Discount Period identified by the Buyer to serve as the basis upon which the Buyer adjusts Term SOFR or SOFR from time to time, in respect of such Purchased Receivable, which percentage shall be made available to the Sellers in a manner determined by the Buyer from time to time. Each determination of the Credit Spread Adjustment shall be in the sole and absolute discretion of the Buyer. “Deemed Collection” has the meaning set forth in Section 5(a) hereof. “Dilution” means on any date after the date of the related Purchase Date with respect to a Purchased Receivable, an amount equal to the sum, without duplication, of the aggregate reduction effected on such day in the outstanding balance of such Purchased Receivable attributable to any non-cash items including credits, rebates, billing errors, sales or similar taxes, cash discounts, volume discounts, allowances, chargebacks, returned or repossessed goods, sales and marketing discounts, warranties, any unapplied credit memos and other non-cash adjustments or reductions that are made in respect of Account Debtors; provided, however, that (a) writeoffs to the extent related to the financial or credit condition of an Account Debtor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor) and (b) Disputes, in each case, shall not constitute Dilution. “Dilution Reserve” means with respect to any Purchased Receivable, initially, the Net Invoice Amount of such Purchased Receivable multiplied by the Dilution Reserve Percentage applicable to such Purchased Receivable, as such amount is reduced through the payment to Seller or application to any Dilutions from time to time after the Purchase Date for such Purchased Receivable in accordance with the terms of this Agreement. “Dilution Reserve Percentage” means, with respect to Purchased Receivables owed by an Account Debtor, the percentage forth under the heading “Dilution Reserve Percentage” for such Account Debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as agreed to in writing by the Sellers and the Buyer in their respective sole and absolute discretion. “Dilution Reserve Report” has the meaning set forth in Section 4(g). “Discount” means, with respect to each Purchased Receivable purchased on a Purchase Date related to a specific Account Debtor, the discount cost applied by the Buyer to such Purchased Receivable, equal to the product of (a)(i) if the Purchase Request for such Purchased Receivable was not received at least two (2) Business Days’ prior to the applicable Purchase Date in accordance with Section 1(d)(i), the Cost of Funds Rate and, (ii) otherwise, Exhibit A-4 781742516 19632855

“Indemnified Amounts” has the meaning set forth in Section 4(i) hereof. “Indemnified Person” has the meaning set forth in Section 4(i) hereof. “Interpolated Rate” means, with respect to any Purchased Receivable for which a published Term SOFR Reference Rate is not available for a tenor comparable to the relevant Discount Period, the rate per annum (rounded to the same number of decimal places as the Term SOFR Reference Rate) determined by the Buyer (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) Term SOFR for the longest period for which a Term SOFR Reference Rate is available that is shorter than the relevant Discount Period plus the Credit Spread Adjustment; and (b) Term SOFR for the shortest period for which a Term SOFR Reference Rate is available that exceeds the relevant Discount Period plus the Credit Spread Adjustment, with Term SOFR, in each case, determined using the applicable publication date specified in the definition of “Term SOFR”. Without limiting the generality of the foregoing, if the relevant Discount Period is less than one (1) month, the Interpolated Rate shall be equal to the rate that results from interpolating on a linear basis between: (c) SOFR plus the Credit Spread Adjustment, with SOFR determined using the publication date specified in the definition of “SOFR”; and (d) Term SOFR for a one (1) month tenor plus the Credit Spread Adjustment, with Term SOFR determined using the publication date specified in the definition of “Term SOFR”. Notwithstanding the foregoing, if the sum of the values described in clauses (a), (b), (c) or (d) above, is less than 0%, then the sum of the values described in any such clause that is less than 0% shall be deemed to be 0% for purposes of this Agreement. “Insolvency Event” shall mean (i) with respect to an Account Debtor, the inability of such Account Debtor to pay any amount owed when due in respect of a Purchased Receivable as a result of the bankruptcy, insolvency or other financial inability of such Account Debtor to make such payment and (ii) with respect to any Person (including an Account Debtor), such Person shall fail to pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such Person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of thirty (30) days (or, when used with respect to any Seller, Servicer or the Performance Guarantor), forty-five (45) days), or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or such Person shall take any action to authorize any of the actions set forth above in this clause (ii). “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. “Hanes Subject Financing Statement” means the financing statement with file number 0000000181385670 filed by Wells Fargo Bank, National Association (as successor to Wachovia Bank, National Association) with the Department of Assessments and Taxation of the State of Maryland against Hanes. “Joinder Agreement” means a joinder agreement in form and substance satisfactory to the Buyer in all respects. “Material Adverse Change” means, with respect to any Seller, Servicer or Performance Guarantor, an event or circumstance that results in, or could reasonably be expect to result in, a material adverse change in: (i) the business, assets, operations or financial condition of the Sellers, Servicers and Performance Guarantor, taken as a whole; Exhibit A-6 781742516 19632855

(ii) the ability of the Sellers, Servicers and Performance Guarantor, taken as a whole, to perform their obligations under this Agreement or any other Transaction Document; (iii) the status, existence, perfection, priority, enforceability or other rights and remedies of the Buyer associated with its interests in the Purchased Receivables or any material portion thereof; or (iv) (a) the validity or enforceability against any Seller, Servicer or the Performance Guarantor of any Transaction Document or any Contract or (b) the validity, enforceability or collectability of a material portion of the Purchased Receivables, including if such event or circumstance would increase the days to pay or Dilution with respect to a material portion of the Purchased Receivables (other than due to the applicable Account Debtor’s financial or credit condition (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor)). “Maximum Outstanding Purchase Amount” means $400,000,000. “Maximum Tenor” means with respect to any Account Debtor, the “Maximum Tenor” specified for such Account Debtor on Schedule II to this Agreement, as such Schedule may be modified or supplemented from time to time, as agreed to in writing by the Sellers and the Buyer in their respective sole and absolute discretion. “MUFG Bank” has the meaning set forth in the preamble hereto. “MUFG Platform” means the Buyer’s communication tool accessible via the internet to enable clients to offer various Receivables for sale to the Buyer and for the loading approval and monitoring of such Receivables on a platform, the terms of use of which are set out in Annex I and are hereby incorporated herein. “Net Invoice Amount” means the amount of the applicable Purchased Receivable shown on the invoice for such Purchased Receivable as the total amount payable by the related Account Debtor (net of any Dilution, discounts, credits or other allowances shown on such invoice and agreed to prior to the Purchase Date). “Non-Alternative Margin Receivable” means any Purchased Receivable other than a Alternative Margin Receivable. “Non-Payment Report” has the meaning set forth in Section 4(h). “OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury. “Outstanding Purchase Amount” means, as of any time of determination and with respect to a Purchased Receivable, (x) the Net Invoice Amount for such Purchased Receivable, minus (y) the aggregate amount of all Collections with respect to such Purchased Receivable that have been deposited into the Buyer’s Account as of such time. When such term is used without reference to any specific Purchased Receivables, it shall constitute a reference to all Purchased Receivables. “Overdue Payment Rate” means 2% per annum over and above the highest Account Debtor Discount Rate in effect at such time. “PATRIOT Act” has the meaning set forth in Section 13(l). “Performance Guarantor” means any Person that has guaranteed the performance obligations of the Sellers under this Agreement. “Performance Guaranty” means a performance guaranty entered into by any Performance Guarantor in favor of the Buyer. Exhibit A-7 781742516 19632855

(vi) all books, records and other information (including computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Receivable and the related Account Debtor. “Sales Transaction Taxes” has the meaning set forth in Section 5(d). “Sanctioned Person” means any Person: (a) listed on, and/or targeted by, any Sanctions; (b) resident, operating, or organized under the laws of, a comprehensively Sanctioned country or territory; or (c) who is directly or indirectly owned or controlled by any such Person or Persons. “Sanctions” means any financial, economic, or trade sanctions laws, regulations, rules, decisions, embargoes and/or restrictive measures imposed, administered or enforced by the Government of Japan, the Government of the United States, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, the Department of Foreign Affairs and Trade or the Minister of Foreign Affairs of Australia, or the Hong Kong Monetary Authority. “Seller” has the meaning set forth in the preamble hereto. “Sellers’ Account” means the account specified as such in Exhibit G hereto, or such other bank account identified in writing by the Sellers to the Buyer from time to time. “Servicer” has the meaning set forth in Section 4(a) hereof. “Servicer Termination Event” means an event specified in Exhibit F hereto. “Settlement Date” means each Wednesday (unless any such day is not a Business Day, in which case, the next Business Day thereafter shall be a Settlement Date). “SOFR” means a rate equal to the secured overnight financing rate, as such rate is published by the SOFR Administrator two (2) Business Days prior to the applicable Purchase Date (or if SOFR is not published on such Business Day, then SOFR as most recently published by the SOFR Administrator). “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Solvent” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. “Subject Financing Statement” means the Hanes Subject Financing Statement. “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the Capital Stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, Exhibit A-9 781742516 19632855
DocumentSEVERANCE/CHANGE IN CONTROL AGREEMENT
THIS SEVERANCE/CHANGE IN CONTROL AGREEMENT (the “Agreement”), is made and entered into this ___ day of __________, by and between Hanesbrands Inc., a Maryland corporation (the “Company”), and _________ (“Executive”).
WHEREAS, Executive is an employee of Company, Company desires to foster the continuous employment of Executive and has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of Executive to his duties free from distractions which could arise in anticipation of an involuntary termination of employment or a Change in Control of Company;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, Company and Executive agree as follows:
1. Term and Nature of Agreement. This Agreement shall commence on the date it is fully executed (“Execution Date”) by all parties and shall continue in effect unless the Company gives at least eighteen (18) months prior written notice that this Agreement will not be renewed. In the event of such notice, this Agreement will expire on the next anniversary of the Execution Date that is at least eighteen (18) months after the date of such notice. Notwithstanding the foregoing, if a Change in Control occurs during any term of this Agreement, the term of this Agreement shall be extended automatically for a period of twenty-four (24) months after the end of the month in which the Change in Control occurs. Except to the extent otherwise provided, the parties intend for this Agreement to be construed and enforced as an unfunded welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including without limitation the jurisdictional provisions of ERISA.
2. Involuntary Termination Benefits. Executive shall be eligible for severance benefits upon an involuntary termination of employment under the terms and conditions specified in this section 2.
(a)Eligibility for Severance.
(i)Eligible Terminations. Subject to subparagraph (a)(ii) below, Executive shall be eligible for severance payments and benefits under this section 2 if his employment terminates under one of the following circumstances:
(A)Executive’s employment is terminated involuntarily without Cause (defined in subparagraph 2(a)(ii)(A)); or
(B)Executive terminates his or her employment at the request of Company.
(ii)Ineligible Terminations. Notwithstanding subparagraph (a)(i) next above, Executive shall not be eligible for any severance payments or benefits under this section 2 if his employment terminates under any of the following circumstances:
(A)A termination for Cause. For purposes of this Agreement, “Cause” means Executive has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation of financial impropriety; has willfully engaged in misconduct resulting in material harm to Company; has willfully failed to substantially perform duties after written notice; or is in willful violation of Company policies resulting in material harm to Company;
(B)A termination as the result of Disability. For purposes of this Agreement “Disability” shall mean a determination under Company’s disability plan covering Executive that Executive is disabled;
(C)A termination due to death;
(D)A termination due to Voluntary Retirement. For purposes of this Agreement, “Voluntary Retirement” means a voluntary termination of employment, other than at the request of the Company, after Executive has attained age fifty (50);
(E)A voluntary termination of employment other than at the request of Company;
(F)A termination following which Executive is immediately offered and accepts new employment with Company, or becomes a non-executive member of the Board;
(G)The transfer of Executive’s employment to a subsidiary or affiliate of Company with his consent;
(H)A termination of employment that qualifies Executive to receive severance payments or benefits under section 3 below following a Change in Control; or
(I)Any other termination of employment under circumstances not described in subparagraph 2(a)(i).
(iii)Characterization of Termination. The characterization of Executive’s termination shall be made by the Committee (as defined in section 5 below) which determination shall be final and binding.
(iv)Termination Date. For purposes of this section 2, Executive’s “Termination Date” shall mean the date on which Executive terminates employment with Company and its subsidiaries and affiliates, as specified in the separation and release agreement described under section 2(e) below.
(b)Severance Benefits Payable. If Executive is terminated under circumstances described in subparagraph 2(a)(i), and not described in subparagraph 2(a)(ii), then in lieu of any benefits payable under any other severance plan of the Company of any type and in consideration of the separation and release agreement and the covenants contained herein, the following shall apply:
(i)Executive shall be entitled to receive his Base Salary (the “Salary Portion of Severance”) during the “Severance Period, “payable as provided in section 2(c). The “Severance Period” shall mean the number of months determined by multiplying the number of Executive’s full years of employment with Company or any subsidiary or affiliate of Company by two; provided, however, that in no event shall the Severance Period be less than twelve months or more than twenty-four months. “Base Salary” shall mean the annual salary in effect for Executive immediately prior to his Termination Date.
(ii)Executive shall receive a pro-rata amount (determined based upon the number of days from the first day of the Company’s current fiscal year to Executive’s Termination Date divided by the total number of days in the applicable performance period and based on actual performance and achievement of any performance goals) of:
(A)The annual incentive, if any, payable under the Annual Incentive Plan in effect with respect to the fiscal year in which the Termination Date occurs based on actual fiscal year performance (the “Annual Incentive Portion of Severance”). “Annual Incentive Plan” means the Hanesbrands Inc. annual incentive plan in which Executive participates as of the Termination Date; and
(B)The long-term incentive, if any, payable under the Omnibus Plan in effect on Executive’s Termination Date for any performance period or cycle that is at least fifty (50) percent completed prior to Executive’s Termination Date and which relates to the period of his service prior to his Termination Date. The “Omnibus Plan” means the Hanesbrands Inc. 2020 Omnibus Incentive Plan, as amended from time to time, and any successor plan or plans. The long-term incentive described in this section (“Long-Term Cash Incentive Plan”) includes cash long-term incentives, but does not include stock options, RSUs, or other equity awards.
Such amounts shall be payable as provided in section 2(c). Treatment of stock options, RSUs, or other equity awards shall be determined pursuant to Executive’s award agreement(s). Executive shall not be eligible for any new Annual
Incentive Plan grants, Long-Term Cash Incentive Plan grants, or any other grants of stock options, RSUs, or other equity awards under the Omnibus Plan during the Severance Period.
(iii)Beginning on his Termination Date, Executive shall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. If Executive elects continuation coverage for medical coverage, dental coverage or both, he shall pay the entire COBRA premium charged for such continuation coverage during the Severance Period; provided, however, that during the Severance Period Company shall reimburse Executive, on a taxable basis if so elected by Company, for that portion of the COBRA premium paid that exceeds the amount payable by an active executive of Company for similar coverage, as adjusted from time to time. Such reimbursement shall be made to Executive on the 20th day of each calendar month during the Severance Period, or within ten (10) business days thereafter. The amount eligible for reimbursement under this subparagraph in any calendar year shall not affect any amounts eligible for reimbursement to be provided in any other calendar year. In addition, Executive’s right to reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. Executive’s right to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of medical and dental coverage otherwise provided pursuant to this subparagraph. The premium charged for any continuation coverage after the end of the Severance Period shall be entirely at Executive’s expense and shall be the actuarially determined cost of the continuation coverage as determined by an actuary selected by the Company (in accordance with the requirements under COBRA, to the extent applicable). Executive shall not be entitled to reimbursement of any portion of the premium charged for such coverage after the end of the Severance Period. Executive’s COBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions under Company’s group medical and dental plans. If Executive has attained age fifty (50) and completed five (5) years of service with Company and its subsidiaries and affiliates (or would attain age fifty (50) and complete five (5) years of service if the Severance Period is considered as employment), then, after exhausting any COBRA continuation coverage under the group medical plan, Executive may elect to participate in the Hanesbrands Inc. Choice Fund Open Access Plus HRA – Extended Medical Plan (or its successor) in accordance with the terms and conditions of such plan in effect on and after Executive’s Termination Date; provided, that such retiree medical coverage shall not be available to Executive unless he elects such coverage within thirty (30) days following his Termination Date. The premium charged for such retiree medical coverage may be different (greater) than the premium charged an active employee for similar coverage.
(iv)Except as otherwise provided herein or in the applicable plan, participation in all other Company plans available to similarly situated senior executives including but not limited to, qualified pension plans, stock purchase plans, matching grant programs, 401(k) plans and ESOPs, personal accident insurance, travel accident insurance, short and long term disability insurance, and accidental death and dismemberment insurance, shall cease on Executive’s Termination Date. During the Severance Period, Company shall continue to maintain life insurance covering Executive under Company’s Executive Life Insurance Plan in accordance with its terms. If Executive has attained age fifty-five (55) and completed ten (10) years of service with Company and its subsidiaries and affiliates, or would have if the Severance Period is considered as employment, then Company will continue to pay the premiums (or prepay the entire premium) so that Executive has a paid-up life insurance benefit equal to his annual salary on his Termination Date.
(c)Payment of Severance.
(i)Salary Portion. The Salary Portion of Severance shall be paid as follows:
(A)That portion of the Salary Portion of Severance that exceeds the “Separation Pay Limit,” if any, shall be paid to Executive in a lump sum payment as soon as practicable following the Termination Date, but in no event later than the fifteenth day of the third month after the Termination Date. The “Separation Pay Limit” shall mean two (2) times the lesser of (1) the sum of Executive’s annualized compensation based upon the annual rate of pay for
services provided to Company for the calendar year immediately preceding the calendar year in which the Termination Date occurs (adjusted for any increase during that calendar year that was expected to continue indefinitely if Executive had not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan under Code section 401(a)(17) for the year in which the Termination Date occurs. The payment to be made to Executive pursuant to this subparagraph (A) is intended to be exempt from Section 409A (as defined in section 15) under the exemption found in Regulation section 1.409A-(b)(4) for short-term deferrals.
(B)The remaining portion of the Salary Portion of Severance shall be paid during the Severance Period in accordance with Company’s payroll schedule, with the first installment payable in the first payroll falling on or after the sixtieth (60th) day following the Termination Date, with such first installment to include any amount that would have been paid in the period between the Termination Date and the date of such payroll. Notwithstanding the foregoing, in no event shall such remaining portion of the Salary Portion of Severance be paid to Executive later than December 31 of the second calendar year following the calendar year in which Executive’s Termination Date occurs. The payment(s) to be made to Executive pursuant to this subparagraph (B) are intended to be exempt from Code section 409A (as defined in section 15) under the exemption found in Regulation section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption). Notwithstanding the foregoing, to the extent permitted under Section 409A, the Committee may elect to pay such remaining Salary Portion of Severance in a lump sum payment or a combination of regular payments and a lump sum payment. Any such lump sum payment shall be paid to Executive as soon as practicable following the Termination Date, but in no event later than the fifteenth day of the third month after the Termination Date.
(ii)Incentive Portion. The Annual Incentive Portion of Severance, if any, shall be paid in cash on the same date the active participants under the Annual Incentive Plan are paid. The Long-Term Cash Incentive Plan payout, if any, shall be paid in the same form and on the same date the active participants under the Omnibus Plan are paid.
(iii)Withholding. All payments hereunder shall be reduced by such amount as Company (or any subsidiary or affiliate of Company) may be required under all applicable federal, state, local or other laws or regulations to withhold or pay over with respect to such payment.
(d)Termination of Benefits. Notwithstanding any provisions in this Agreement to the contrary, all rights to receive or continue to receive severance payments and benefits under this section 2 shall cease on the earliest of: (i) the date Executive breaches any of the covenants in the separation and release agreement described in section 2(e); or (ii) the date Executive becomes reemployed by Company or any of its subsidiaries or affiliates.
(e)Separation and Release Agreement. No benefits under this section 2 shall be payable to Executive unless Executive and Company have executed and Executive has delivered to Company a separation and release agreement (in substantially the form attached hereto as Exhibit A) within forty-five (45) days following the Termination Date and the release therein shall have become effective in accordance with its terms, and the payment of severance benefits under this section 2 shall be subject to the terms and conditions of the separation and release agreement.
(f)Death of Executive. In the event that Executive shall die prior to the payment in full of any benefits described above as payable to Executive for involuntary termination, payments of such benefits shall cease on the date of Executive’s death.
3. Change in Control Benefits.
(a)Eligibility for Change in Control Benefits.
(i)Terminations. If (A) within three (3) months preceding a Change in Control, Executive’s employment is terminated by Company at the request of a third party in contemplation of a Change in Control, (B) within twenty-four (24) months following a Change in Control, Executive’s employment is terminated by Company other than on account of Executive’s death, Disability or Voluntary Retirement and other than for Cause, or (C) within twenty-four (24) months following a Change in Control Executive voluntarily terminates his employment for Good Reason, Executive shall be entitled to the Change in Control benefits as described in section 3(b) below.
(ii)Good Reason. For purposes of this section 3, “Good Reason” means the occurrence of any one or more of the following (without Executive’s written consent after a Change in Control):
(A)A material adverse change in Executive’s duties or responsibilities;
(B)A reduction in Executive’s annual base salary except any reduction of not more than ten (10) percent;
(C)A material reduction in Executive’s level of participation in Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices or arrangements in which Executive participates, except for any reduction applicable to all senior executives;
(D)The failure of any successor to Company to assume and agree to perform this Agreement; or
(E)Company’s requiring Executive to be based at an office location which is at least fifty (50) miles from his or her office location at the time of the Change in Control.
The existence of Good Reason shall not be affected by Executive’s temporary incapacity due to physical or mental illness not constituting a Disability. Executive’s Voluntary Retirement shall constitute a waiver of his or her rights with respect to any circumstance that would otherwise constitute Good Reason. Executive’s continued employment shall not constitute a waiver of his or her rights with respect to any circumstances which may constitute Good Reason; provided, however, that Executive may not rely on any particular action or event described in clause (A) through (E) above as a basis for terminating his employment for Good Reason unless he delivers a Notice of Termination based on that action or event within ninety (90) days after its occurrence and Company has failed to correct the circumstances cited by Executive as constituting Good Reason within thirty (30) days of receiving the Notice of Termination.
(iii)Change in Control. For purposes of this Agreement, a “Change in Control” will occur:
(A)Upon the acquisition by any individual, entity or group, including any Person (as defined in the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of twenty (20) percent or more of the combined voting power of the then outstanding capital stock of Company that by its terms may be voted on all matters submitted to stockholders of Company generally (“Voting Stock”); provided, however, that the following acquisitions shall not constitute a Change in Control:
1)Any acquisition directly from Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly from Company);
2)Any acquisition by Company;
3)Any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Company or any corporation controlled by Company; or
4)Any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving Company, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (1), (2) and (3) of subparagraph 3(a)(iii)(B) below shall be satisfied; and provided further that, for purposes of clause (2) immediately above, if (i) any Person (other than Company or any employee benefit plan (or related trust) sponsored or maintained by Company or any corporation controlled by Company) shall become the beneficial owner of twenty (20) percent or more of the Voting Stock by reason of an acquisition of Voting Stock by Company, and (ii) such Person shall, after such acquisition by Company, become the beneficial owner of any additional shares of the Voting Stock and such beneficial ownership is publicly announced, then such additional beneficial ownership shall constitute a Change in Control; or
(B)Upon the consummation of a reorganization, merger or consolidation of Company, or a sale, lease, exchange or other transfer of all or substantially all of the assets of Company; excluding, however, any such reorganization, merger, consolidation, sale, lease, exchange or other transfer with respect to which, immediately after consummation of such transaction:
1)All or substantially all of the beneficial owners of the Voting Stock of Company outstanding immediately prior to such transaction continue to beneficially own, directly or indirectly (either by remaining outstanding or by being converted into voting securities of the entity resulting from such transaction), more than fifty (50) percent of the combined voting power of the voting securities of the entity resulting from such transaction (including, without limitation, Company or an entity which as a result of such transaction owns Company or all or substantially all of Company’s property or assets, directly or indirectly) (the “Resulting Entity ”) outstanding immediately after such transaction, in substantially the same proportions relative to each other as their ownership immediately prior to such transaction; and
2)No Person (other than any Person that beneficially owned, immediately prior to such reorganization, merger, consolidation, sale or other disposition, directly or indirectly, Voting Stock representing twenty (20) percent or more of the combined voting power of Company’s then outstanding securities) beneficially owns, directly or indirectly, twenty (20) percent or more of the combined voting power of the then outstanding securities of the Resulting Entity; and
3)At least a majority of the members of the board of directors of the entity resulting from such transaction were members of the board of directors of Company (the “Board ”) at the time of the execution of the initial agreement or action of the Board authorizing such reorganization, merger, consolidation, sale or other disposition; or
(C)Upon the consummation of a plan of complete liquidation or dissolution of Company; or
(D)When the Initial Directors cease for any reason to constitute at least a majority of the Board. For this purpose, an “Initial Director” shall mean those individuals serving as the directors of Company as of the date of this Agreement; provided, however, that any individual who becomes a director of Company at or after the first annual meeting of stockholders of Company following the date of this Agreement whose election, or nomination for election by Company’s stockholders, was approved by the vote of at least a majority of the Initial Directors then comprising the Board (or by the nominating committee of the Board, if such committee is comprised of Initial Directors and has such authority) shall be deemed to have been an Initial Director; and provided further, that no individual shall be deemed to be an Initial Director if such individual initially was elected as a director of Company as a result of: (1) an actual or threatened solicitation by a Person (other than the Board) made for the purpose of opposing a solicitation by the Board with respect to the election or removal of directors; or (2) any other actual or threatened solicitation of proxies or consents by or on behalf of any Person (other than the Board).
(iv)Termination Date. For purposes of this section 3, “Termination Date” shall mean the date on which Executive terminates employment with Company and its subsidiaries and affiliates, as specified in the Notice of Termination.
(b)Change in Control Benefits. In the event Executive becomes entitled to receive benefits under this section 3, the following shall apply:
(i)In consideration of Executive’s covenant in section 4 below, Executive shall be entitled to receive the following amounts, payable as provided in section 3(j):
(A)A lump sum payment equal to the unpaid portion of Executive’s annual Base Salary and vacation accrued through the Termination Date;
(B)A lump sum payment equal to Executive’s prorated Annual Incentive Plan payment;
(C)A lump sum payment equal to Executive’s prorated Long-Term Cash Incentive Plan payment, if any; and
(D)A lump sum payment equal to two times the sum of (1) Executive’s annual Base Salary; and (2) the greater of (i) Executive’s target annual incentive (as defined in the Annual Incentive Plan) for the year in which the Change in Control occurs and (ii) Executive’s average annual incentive calculated over the three (3) fiscal years immediately preceding the year in which the Change in Control occurs; and (3) an amount equal to the Company matching contribution to the defined contribution plan in which Executive is participating at the Termination Date.
Treatment of stock options, RSUs, or other equity awards shall be determined pursuant to Executive’s award agreement(s). Executive shall not be eligible for any new Annual Incentive Plan grants, Long-Term Cash Incentive Plan grants, or any other grants of stock options, RSUs, or other equity awards under the Omnibus Plan with respect to the CIC Severance Period as defined immediately below.
(ii)For a period of 24 months following Executive’s Termination Date (the “CIC Severance Period ”), Executive shall have the right to elect continuation of the life insurance, personal accident insurance, travel accident insurance and accidental death and dismemberment insurance coverages which insurance coverages shall be provided at the same levels and the same costs in effect immediately prior to the Change in Control. Beginning on his Termination Date, Executive shall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. If Executive elects continuation coverage for medical coverage, dental coverage or both, he shall pay the entire COBRA premium charged for such continuation coverage during the CIC Severance Period; provided, however, that during the CIC Severance Period, Company shall reimburse Executive, on a taxable basis if so elected by Company, for that portion of the COBRA premium paid that exceeds the amount payable by an active executive of Company for similar coverage, as adjusted from time to time. Such reimbursement shall be made to Executive on the 20th day of each calendar month during the CIC Severance Period, or within ten (10) business days thereafter. The amount eligible for reimbursement under this subparagraph in any calendar year shall not affect any amounts eligible for reimbursement to be provided in any other calendar year. In addition, Executive’s right to reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. Executive’s right to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of coverage otherwise provided pursuant to this subparagraph. The premium charged for any continuation coverage after the end of the CIC Severance Period shall be entirely at Executive’s expense and shall be the actuarially determined cost of the continuation coverage as determined by an actuary selected by the Company (in accordance with the requirements under COBRA, to the extent applicable). Executive shall not be entitled to reimbursement of any portion of the premium charged for such coverage after the end of the CIC Severance Period. Executive’s COBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions under Company’s group medical and dental plans. If Executive has attained age fifty (50) and completed five (5) years of service with Company and its subsidiaries and affiliates (or would attain age fifty
(50) and complete five (5) years of service if the CIC Severance Period is considered as employment), then, after exhausting any COBRA continuation coverage under the group medical plan, Executive may elect to participate in the Hanesbrands Inc. Choice Fund Open Access Plus HRA – Extended Medical Plan (or its successor) in accordance with the terms and conditions of such plan in effect on and after Executive’s Termination Date; provided, that such retiree medical coverage shall not be available to Executive unless he elects such coverage within thirty (30) days following his Termination Date. The premium charged for such retiree medical coverage may be different from the premium charged an active employee for similar coverage.
(iii)If the aggregate benefits accrued by Executive as of the Termination Date under the savings and retirement plans sponsored by Company are not fully vested pursuant to the terms of the applicable plan(s), the difference between the benefits Executive is entitled to receive under such plans and the benefits he would have received had he been fully vested will be provided to Executive under the Hanesbrands Inc. Supplemental Employee Retirement Plan (the “Supplemental Plan”). In addition, for purposes of determining Executive’s benefits under the Supplemental Plan and Executive’s right to post-retirement medical benefits under the Hanesbrands Inc. Choice Fund Open Access Plus HRA – Extended Medical Plan (or its successor), additional years of age and service credits equivalent to the length of the CIC Severance Period shall be included. However, Executive will not be eligible to begin receiving any retirement benefits under any such plans until the date he would otherwise be eligible to begin receiving benefits under such plans.
(iv)Except as otherwise provided herein or in the applicable plan, participation in all other plans of Company or any subsidiary or affiliate of Company available to similarly situated executives of Company, shall cease on Executive’s Termination Date.
(c)Termination for Disability. If Executive’s employment is terminated due to Disability following a Change in Control, Executive shall receive his Base Salary through the Termination Date, at which time his benefits shall be determined in accordance with Company’s disability, retirement, insurance and other applicable plans and programs then in effect, and Executive shall not be entitled to any other benefits provided by this Agreement.
(d)Termination for Retirement or Death. If Executive’s employment is terminated by reason of his Voluntary Retirement or death following a Change in Control, Executive’s benefits shall be determined in accordance with Company’s retirement, survivor’s benefits, insurance, and other applicable programs then in effect, and Executive shall not be entitled to any other benefits provided by this Agreement.
(e)Termination for Cause, or Other Than for Good Reason or Retirement. If Executive’s employment is terminated either by Company for Cause, or voluntarily by Executive (other than for Good Reason) following a Change in Control, Company shall pay Executive his full Base Salary and accrued vacation through the Termination Date, at the rate then in effect, plus all other amounts to which such Executive is entitled under any compensation plans of Company, at the time such payments are due, and Company shall have no further obligations to such Executive under this Agreement.
(f)Separation and Release Agreement. No benefits under this section 3 shall be payable to Executive unless Executive and Company have executed and Executive has delivered to Company a “Separation and Release Agreement” (in substantially the form attached hereto as Exhibit A) within forty-five (45) days following the Termination Date and the release therein shall have become effective in accordance with its terms, and the payment of change in control benefits under this section 3 shall be subject to the terms and conditions of the Separation and Release Agreement.
(g)Deferred Compensation. All amounts previously deferred by or accrued to the benefit of Executive under any nonqualified deferred compensation plan sponsored by Company (including, without limitation, any vested amounts deferred under incentive plans), together with any accrued earnings thereon, shall be paid in accordance with the terms of such plan following Executive’s termination.
(h)Notice of Termination. Any termination of employment under this section 3 by Company or by Executive for Good Reason shall be communicated by a written notice which shall indicate the specific Change in Control termination provision relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated (a “Notice of Termination”).
(i)Termination of Benefits. All rights to receive or continue to receive severance payments and benefits pursuant to this section 3 by reason of a Change in Control shall cease on the date Executive becomes reemployed by Company or any of its subsidiaries or affiliates.
(j)Form and Timing of Benefits. Subject to the provisions of this section 3, the Change in Control benefits described herein shall be paid to Executive in cash in a single lump sum payment as soon as practicable following the Termination Date, but in no event later than the fifteenth day of the third month after the date of the Executive’s termination of employment. The Change in Control benefits payable to Executive pursuant to this subparagraph (j) are intended to be exempt from Section 409A (as defined in section 15) under the exemption found in Regulation section 1.409A-(b)(4) for short-term deferrals.
(k)Excise Tax Adjustment. Subject to the limitation below, in the event that Executive becomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of, Company are referred to in the aggregate as the “Total Payments”), if all or any part of the Total Payments will, as determined by Company, be subject to the tax (the “Excise Tax”) imposed by Code section 4999 (or any similar tax that may hereafter be imposed), then such payment shall be either: (i) provided to Executive in full, or (ii) provided to Executive to such lesser extent as would result in no portion of such payment being subject to such Excise Tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of the payment, notwithstanding that all or some portion of such payment may be taxable under such Excise Tax. To the extent such payment needs to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise scheduled to occur soonest. Executive agrees to cooperate fully with Company to determine the benefits applicable under this section. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax, and the amounts of such Excise Tax, the following shall apply:
(i)Any other payments or benefits received or to be received by Executive in connection with a Change in Control or Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, policy, arrangement or agreement with Company, or with any Person whose actions result in a Change in Control or any Person affiliated with Company or such Persons) shall be treated as “parachute payments” within the meaning of Code section 280G(b)(2), and all “excess parachute payments” within the meaning of Code section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of Company’s tax counsel as supported by Company’s independent auditors and acceptable to Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Code section 280G(b)(4) in excess of the base amount within the meaning of Code section 280G(b)(3), or are otherwise not subject to the Excise Tax;
(ii)The value of any noncash benefits or any deferred payment or benefit shall be determined by Company’s independent auditors in accordance with the principles of Code sections 280G(d)(3) and (4); and
(iii)Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation, and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.
(l)Company’s Payment Obligation. Subject to the provisions of section 4, Company’s obligation to make the payments and the arrangements provided in this section 3 shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which Company may have against Executive or anyone else. All amounts payable by Company under this section 3 shall be paid without notice or demand and each and every payment made by Company shall be final, and Company shall not seek to recover all or any part of such payment from Executive or from whomsoever may be entitled thereto, for any reason except as provided in section 3(k) above or in section 4.
(m)Other Employment. Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under this section 3, and the obtaining of any such other employment shall in no event result in any reduction of Company’s obligations to make the payments and arrangements required to be made under this section 3, except to the extent otherwise specifically provided in this Agreement.
(n)Payment of Legal Fees and Expenses. To the extent permitted by law, Company shall reimburse Executive for all reasonable legal fees, costs of litigation or arbitration, prejudgment or pre-award interest, and other expenses incurred in good faith by Executive as a result of Company’s refusal to provide benefits under this section 3, or as a result of Company contesting the validity, enforceability or interpretation of the provisions of this section 3, or as the result of any conflict (including conflicts related to the calculation of parachute payments or the characterization of Executive’s termination) between Executive and Company; provided that the conflict or dispute is resolved in Executive’s favor and Executive acts in good faith in pursuing his rights under this section 3.
Such reimbursement shall be made within thirty (30) days following final resolution, in favor of Executive, of the conflict or dispute giving rise to such fees and expenses. In no event shall Executive be entitled to receive the reimbursements provided for in this subparagraph if he acts in bad faith or pursues a claim without merit, or if he fails to prevail in any action instituted by him or Company.
(o)Arbitration for Change in Control Benefits. Any dispute or controversy arising under or in connection with the benefits provided under this section 3 shall promptly and expeditiously be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of such arbitration proceeding utilizing a panel of three (3) arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of his employment with Company. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The costs and expenses of both parties, including, without limitation, attorneys’ fees shall be borne by Company. Pending the resolution of any such dispute, controversy or claim, Executive (and his beneficiaries) shall, except to the extent that the arbitrator otherwise expressly provides, continue to receive all payments and benefits due under this section 3.
4. Remedies. In the event of any actual or threatened breach of the provisions of this Agreement or any separation and release agreement, the party who claims such breach or threatened breach shall give the other party written notice and, except in the case of a breach which is not susceptible to being cured, ten calendar days in which to cure. In the event of a breach of any provision of this Agreement or any separation and release agreement by Executive, (i) Executive shall reimburse Company: the full amount of any payments made under section 2(b)(i), (ii) or (iii) or section 3(b)(i) of this Agreement (as the case may be), (ii) Company shall have the right, in addition to and without waiving any other rights to monetary damages or other relief that may be available to Company at law or in equity, to immediately discontinue any remaining payments due under subparagraph 2(b)(i), (ii) or (iii) or subparagraph 3(b)(i) of this Agreement (as the case may be) including but not limited to any remaining Salary Portion of Severance payments, and (iii) the Severance Period or the CIC Severance Period (as the case may be) shall thereupon cease, provided that Executive’s obligations under, if applicable, any separation and release agreement shall continue in full force and effect in accordance with their terms for the entire duration of the Severance Period or CIC Severance Period as applicable. In addition, Executive acknowledges that Company will suffer irreparable injury in the event of a breach or violation or threatened breach or violation of the provisions of this Agreement
or any separation and release agreement and agrees that in the event of an actual or threatened breach or violation of such provisions, in addition to the other remedies or rights available to under this Agreement or otherwise, Company shall be awarded injunctive relief in the federal or state courts located in North Carolina to prohibit any such violation or breach or threatened violation or breach, without necessity of posting any bond or security.
5. Committee. Except as specifically provided herein, this Agreement shall be administered by the Compensation and Benefits Committee of the Board (the “Committee”). The Committee may delegate any administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of severance/Change in Control benefits, to designated individuals or committees.
6. Claims Procedure. If Executive believes that he is entitled to receive severance benefits under this Agreement, he may file a claim in writing with the Committee within ninety (90) days after the date such Executive believes he should have received such benefits. No later than ninety (90) days after the receipt of the claim, the Committee shall either allow or deny the claim in writing. A denial of a claim, in whole or in part, shall be written in a manner calculated to be understood by Executive and shall include the specific reason or reasons for the denial; specific reference to the pertinent provisions of this Agreement on which the denial is based; a description of any additional material or information necessary for Executive to perfect the claim and an explanation of why such material or information is necessary; and an explanation of the claim review procedure. Executive (or his duly authorized representative) may within sixty 60 days after receipt of the denial of his claim request a review upon written application to the Committee; review pertinent documents; and submit issues and comments in writing. The Committee shall notify Executive of its decision on review within sixty (60) days after receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one-hundred twenty (120) days after receipt of a request for review. Notice of the decision on review shall be in writing. The Committee ’s decision on review shall be final and binding on Executive and any successor in interest. If Executive subsequently wishes to file a claim under section 502(a) of ERISA, any legal action must be filed within ninety (90) days of the Committee’s final decision. Executive must exhaust the claims procedure provided in this section 6 before filing a claim under ERISA with respect to any benefits provided under section 2 of this Agreement.
7. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and either delivered in person or sent by first class, certified or registered mail, postage prepaid, if to Company at Company’s principal place of business, and if to Executive, at his home address most recently filed with Company, or to such other address as either party shall have designated in writing to the other party.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to any state’s conflict of law principles.
9. Severability and Construction. If any provision of this Agreement is declared void or unenforceable or against public policy, such provision shall be deemed severable and severed from this Agreement and the balance of this Agreement shall remain in full force and effect. If a court of competent jurisdiction determines that any restriction in this Agreement is overbroad or unreasonable under the circumstances, such restriction shall be modified or revised by such court to include the maximum reasonable restriction allowed by law.
10. Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition.
11. Entire Agreement Modifications. This Agreement (including all exhibits hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. In the event of any inconsistency between any provision of this Agreement and any provision of any plan, employee handbook, personnel manual, program, policy, arrangement or agreement of Company or any of its subsidiaries or affiliates, the provisions of this Agreement shall control. This Agreement may be modified or amended only by an instrument in writing signed by both parties.
12. Withholding. All payments made to Executive pursuant to this Agreement will be subject to withholding of employment taxes and other lawful deductions, as applicable.
13. Survivorship. Except as otherwise set forth in this Agreement, to the extent necessary to carry out the intentions of the parties hereunder the respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment.
14. Successors and Assigns. This Agreement shall bind and shall inure to the benefit of Company and any and all of its successors and assigns. This Agreement is personal to Executive and shall not be assignable by Executive. Company may assign this Agreement to any entity which (i) purchases all or substantially all of the assets of Company or (ii) is a direct or indirect successor (whether by merger, sale of stock or transfer of assets) of Company. Any such assignment shall be valid so long as the entity which succeeds to Company expressly assumes Company’s obligations hereunder and complies with its terms.
15. Compliance with Code Section 409A. To the extent applicable, it is intended that the payment of benefits described in this Agreement comply with Code section 409A and all guidance or regulations thereunder (“Section 409A ”), or qualify for an exemption from Section 409A (e.g., the short-term deferral exception and the “two times” pay exemption applicable to severance payments). This Agreement will, to the extent subject to Section 409A, at all times be construed in a manner to comply with Section 409A and should any provision be found not in compliance with Section 409A, Executive hereby agrees to any changes to the terms of this Agreement deemed necessary and required by legal counsel for Company to achieve compliance with Section 409A, including any applicable exemptions. By signing a copy of this Agreement, Executive irrevocably waives any objections he may have to any changes that may be required by Section 409A. In no event will any payment that becomes payable pursuant to this Agreement that is considered “deferred compensation” within the meaning of Section 409A, if any, and does not satisfy any of the applicable exemptions under Section 409A, be accelerated in violation of Section 409A. To the extent that any amount payable hereunder upon Executive’s termination of employment is subject to Section 409A, payment shall not be made until Executive incurs a “separation from service,” as defined in Section 409A, from Company. If Executive is a “specified employee” as defined in Section 409A, any payment that becomes payable upon his termination of employment pursuant to this Agreement that is considered “deferred compensation” within the meaning of Section 409A and does not satisfy any of the applicable exemptions under Section 409A may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent Executive becomes subject to the six-month delay rule, all payments that would have been made to Executive during the six months following his separation from service that are not otherwise exempt from Section 409A, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this Agreement. Company will notify Executive should he become subject to the six-month delay rule. For purposes of Section 409A, any right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
IN WITNESS WHEREOF, Company and Executive have duly executed and delivered this Agreement as of the day and year first above written.
EXECUTIVE
.
HANESBRANDS INC.
By:
Title:
Exhibit A
MODEL FORM
SEPARATION AND RELEASE AGREEMENT
Hanesbrands Inc. (“Company”) and [NAME] (“Executive”) enter into this Separation and Release Agreement which was received by Executive on the ___ day of ______, 20__, signed by Executive on the ______ day of ______, 20__, and is effective on the ______ day of ______, 20__ (the “Effective Date”). The Effective Date shall be no less than 7 days after the date signed by Executive.
WITNESSETH:
WHEREAS, Executive has been employed by the Company as a ______; and
WHEREAS, Executive’s employment with the Company is terminated as of ______, 200__ (the “Termination Date”); and
WHEREAS, pursuant to that certain Severance/Change in Control Agreement between Company and Executive dated ______, 2020 (the “Change in Control Agreement”), upon a termination of Executive’s employment that satisfies the conditions specified in the Change in Control Agreement, Executive is entitled to the benefits described in the Change in Control Agreement provided Executive executes a separation and release agreement acceptable to Company; and
WHEREAS, this separation and release agreement (the “Agreement”) is intended to satisfy the requirements of the Change in Control Agreement and to form a part of the Change in Control Agreement in such a manner that all the rights, duties and obligations arising between Executive and Company, including, but in no way limited to, any rights, duties and obligations that have arisen or might arise out of or are in any way related to Executive’s employment with the Company and the conclusion of that employment are settled herein through the joinder of the Change in Control Agreement with this Agreement.
NOW, THEREFORE, in consideration of the obligations of the parties under the Change in Control Agreement and the additional covenants and mutual promises herein contained, it is further agreed as follows:
1. Termination Date. Executive agrees to resign Executive’s employment and all appointments Executive holds with Company, and its subsidiaries and affiliates, on the Termination Date. Executive understands and agrees that Executive’s employment with the Company will conclude on the close of business on the Termination Date.
2. Termination Benefits. Executive and Company agree that Executive shall receive the benefits described in the Change in Control Agreement, less all applicable withholding taxes and other customary payroll deductions, provided in the Change in Control Agreement.
3. Receipt of Other Compensation. Executive acknowledges and agrees that, other than as specifically set forth in the Change in Control Agreement or this Agreement, following the Termination Date, Executive is not and will not be due any compensation, including, but not limited to, compensation for unpaid salary (except for amounts unpaid and owing for Executive’s employment with Company, its subsidiaries or affiliates prior to the Termination Date), unpaid bonus, severance and accrued or unused vacation time or vacation pay from the Company or any of its subsidiaries or affiliates. Except as provided herein or in the Change in Control Agreement, Executive will not be eligible to participate in any of the benefit plans of the Company after Executive’s Termination Date. However, Executive will be entitled to receive benefits which are vested and accrued prior to the Termination Date pursuant to the employee benefit plans of the Company. Any participation by Executive (if any) in any of the compensation or benefit plans of the Company as of and after the Termination Date shall be subject to and determined in accordance with the terms and conditions of such plans, except as otherwise expressly set forth in the Change in Control Agreement or this Agreement.
4. Continuing Cooperation. Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).
5. Executive’s Representation and Warranty. Executive hereby represents and warrants that, during Executive’s period of employment with the Company, Executive did not willfully or negligently breach Executive’s duties as an employee or officer of the Company, did not commit fraud, embezzlement, or any other similar dishonest conduct, and did not violate the Company’s business standards.
6. Non-Solicitation and Non-Compete. In consideration of the benefits provided under this Agreement and in the Change in Control Agreement, Executive agrees that during Executive’s employment and for the duration of the applicable Severance Period as determined pursuant to the terms of the Change in Control Agreement, Executive will not, without the prior written consent of Company, either alone or in association with others, (a) solicit for employment or assist or encourage the solicitation for employment, any employee of Company, or any of its subsidiaries or affiliates, (b) induce or attempt to induce any customer (i) with whom Executive or any employee under Executive’s direct supervision had material contact during the last two years of Executive’s employment with the Company or (ii) about whom Executive obtained trade secrets or confidential information in the course of Executive’s employment with the Company to cease or reduce doing business with the Company or any of its subsidiaries or affiliates, or interfere with the relationship between the Company or any of its subsidiaries or affiliates, on the one hand, and any such customer, on the other hand, or (c) within the Territory, directly or indirectly counsel, advise, perform services for, or be employed by, or otherwise engage or participate in, in each case, in any capacity that is similar to the capacity in which Executive provided services to the Company or that could require the performance of duties or functions similar to those performed as an employee of the Company, any Competing Business (regardless of whether Executive receives compensation of any kind). For purposes of this Agreement, a “Competing Business” shall mean any commercial activity which competes or is reasonably likely to compete with any business that the Company conducts, or demonstrably anticipates conducting, at any time during Executive’s employment. The “Territory” shall mean (i) anywhere in the world in which the Company or any of its subsidiaries or affiliates engaged in commercial operations during the last two years of Executive’s employment with the Company, including (without limitation) the United States of America, Canada, Mexico, France, Australia, New Zealand, Japan, Italy, Germany, Spain, the United Kingdom, Brazil, China, and/or the Caribbean Basin and (ii) any geographic area with respect to which Executive had direct or indirect responsibility during the last two years of Executive’s employment. Executive may rely on a written communication from the Company’s Chief Executive Officer or Chief Legal Officer regarding a determination by the Company that the provisions of this paragraph 6 would not prohibit specified activities proposed to be undertaken by Executive.
7. Confidentiality. At all times after the Effective Date, Executive will maintain the confidentiality of all information in whatever form concerning Company or any of its subsidiaries or affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Company or any of its subsidiaries or affiliates, and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on Executive’s own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Company. In addition, Executive agrees that Executive will not disclose the existence or terms of this Agreement to any third parties with the exception of Executive’s accountants, attorneys, or spouse, and shall ensure that none of them discloses such existence or terms to any other person, except as required to comply with law. Executive will promptly return to Company all reports, files, memoranda, records, computer equipment and software, credit cards, cardkey passes, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property which Executive received or prepared or helped prepare in connection with Executive’s employment and Executive will not retain any copies, duplicates, reproductions or excerpts thereof. The obligations of this paragraph 7 shall survive the expiration of this Agreement. Notwithstanding any other provision of this Agreement, Executive is not prohibited from (i) providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or (ii) otherwise providing information to
the appropriate government agency regarding conduct or action undertaken or omitted to be taken by the Company that Executive reasonably believes is illegal or in non-compliance with any financial disclosure or other legal or regulatory requirement applicable to the Company, or from making any other disclosures that are protected under the whistleblower provisions of applicable law or regulation; provided, that in making any such disclosures, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any confidential information to any parties other than the relevant government agencies. Additionally, Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company's trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive (A) files any document containing trade secrets under seal; and (B) does not disclose trade secrets, except pursuant to court order. Executive is not required to obtain the approval of, or give notice to, the Company or any of its representatives to take any action permitted under this Section 7.
8. Non-Disparagement. At all times after the Effective Date, Executive will not disparage or criticize, orally or in writing, the business, products, policies, decisions, directors, officers or employees of Company or any of its subsidiaries or affiliates to any person. Company also agrees that none of its executive officers will disparage or criticize Executive to any person or entity. The obligations of this paragraph 8 shall survive the expiration of this Agreement.
9. Breach of Agreement. Any actual or threatened breach of this Agreement will be handled as provided in the Change in Control Agreement.
10. Release.
(a)Executive on behalf of Executive, Executive’s heirs, executors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge Company and any of its subsidiaries, affiliates, successors, assigns and past, present and future directors, officers, employees, trustees and shareholders (the “Released Parties”) from and against any and all complaints, claims, cross-claims, third-party claims, counterclaims, contribution claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which, at any time up to and including the date on which Executive signs this Agreement, exists, have existed, or may arise from any matter whatsoever occurring, including, but not limited to, any claims arising out of or in any way related to Executive’s employment with Company or its subsidiaries or affiliates and the conclusion thereof, which Executive, or any of Executive’s heirs, executors, administrators, assigns, affiliates, and agents ever had, now has or at any time hereafter may have, own or hold against any of the Released Parties based on any matter existing on or before the date on which Executive signs this Agreement. Executive acknowledges that in exchange for this release, Company is providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. By executing this Agreement, Executive is waiving, without limitation, all claims (except for the filing of a charge with an administrative agency) against the Released Parties arising under federal, state and local labor and antidiscrimination laws, any employment related claims under the employee Retirement Income Security Act of 1974, as amended, and any other restriction on the right to terminate employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, and the North Carolina Equal Employment Practices Act, as amended. Nothing herein shall release any party from any obligation under this Agreement. Executive acknowledges and agrees that this release and the covenant not to sue set forth in paragraph (c) below are essential and material terms of this Agreement and that, without such release and covenant not to sue, no agreement would have been reached by the parties and no benefits under the Change in Control Agreement would have been paid. Executive understands and acknowledges the significance and consequences of this release and this Agreement.
(b)EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE RELEASED PARTIES FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”). EXECUTIVE FURTHER AGREES: (i) THAT EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990; (ii) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (iii) THAT EXECUTIVE’S WAIVER OF RIGHTS IN THIS RELEASE IS IN EXCHANGE FOR CONSIDERATION THAT WOULD NOT OTHERWISE BE OWING TO EXECUTIVE PURSUANT TO ANY PREEXISTING OBLIGATION OF ANY KIND HAD EXECUTIVE NOT SIGNED THIS RELEASE; (iv) THAT EXECUTIVE HEREBY IS AND HAS BEEN ADVISED IN WRITING BY COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (v) THAT COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE; (vi) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED, AND (vii) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE UPON THE EIGHTH DAY AFTER EXECUTIVE SIGNS THIS AGREEMENT.
(c)To the maximum extent permitted by law, Executive covenants not to sue or to institute or cause to be instituted any action in any federal, state, or local agency or court against any of the Released Parties, including, but not limited to, any of the claims released this Agreement. Notwithstanding the foregoing, nothing herein shall prevent Executive or any of the Released Parties from filing a charge with an administrative agency, from instituting any action required to enforce the terms of this Agreement, or from challenging the validity of this Agreement. In addition, nothing herein shall be construed to prevent Executive from enforcing any rights Executive may have to recover vested benefits under the Employee Retirement Income Security Act of 1974, as amended.
(d)Executive represents and warrants that: (i) Executive has not filed or initiated any legal, equitable, administrative, or other proceeding(s) against any of the Released Parties; (ii) no such proceeding(s) have been initiated against any of the Released Parties on Executive’s behalf; (iii) Executive is the sole owner of the actual or alleged claims, demands, rights, causes of action, and other matters that are released in this paragraph 10; (iv) the same have not been transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and (v) Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement.
(e)The consideration offered herein is accepted by Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Executive expressly agrees that Executive is not entitled to and shall not receive any further payments, benefits, or other compensation or recovery of any kind from Company or any of the other Released Parties. Executive further agrees that in the event of any further proceedings whatsoever based upon any matter released herein, Company and each of the other Released Parties shall have no further monetary or other obligation of any kind to Executive, including without limitation any obligation for any costs, expenses and attorneys’ fees incurred by or on behalf of Executive.
11. Executive’s Understanding. Executive acknowledges by signing this Agreement that Executive has read and understands this document, that Executive has conferred with or had opportunity to confer with Executive’s attorney regarding the terms and meaning of this Agreement, that Executive has had sufficient time to consider the terms provided for in this Agreement, that no representations or inducements have been made to Executive except as set forth in this Agreement, and that Executive has signed the same KNOWINGLY AND VOLUNTARILY.
12. Non-Reliance. Executive represents to Company and Company represents to Executive that in executing this Agreement they do not rely and have not relied upon any representation or statement not set forth herein made by the other or by any of the other’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement, or otherwise.
13. Severability of Provisions. In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement are held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.
14. Non-Admission of Liability. Executive agrees that neither this Agreement nor the performance by the parties hereunder constitutes an admission by any of the Released Parties of any violation of any federal, state, or local law, regulation, common law, breach of any contract, or any other wrongdoing of any type.
15. Assignability. The rights and benefits under this Agreement are personal to Executive and such rights and benefits shall not be subject to assignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to the estate or beneficiaries of Executive upon death. Company may assign this Agreement to any parent, affiliate or subsidiary or any entity which at any time whether by merger, purchase, or otherwise acquires all or substantially all of the assets, stock or business of Company.
16. Choice of Law. This Agreement shall be constructed and interpreted in accordance with the internal laws of the State of North Carolina without regard to any state’s conflict of law principles.
17. Entire Agreement. This Agreement, together with the Change in Control Agreement, sets forth all the terms and conditions with respect to compensation, remuneration of payments and benefits due Executive from Company and supersedes and replaces any and all other agreements or understandings Executive may have or may have had with respect thereto. This Agreement may not be modified or amended except in writing and signed by both Executive and an authorized representative of Company.
18. Notice. Any notice to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail, return receipt requested, addressed as follows:
To Executive at:
[add address]
To the Company at:
Hanesbrands Inc.
Attention: General Counsel
1000 East Hanes Mill Road
Winston-Salem, NC 27105
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EXECUTIVE
HANESBRANDS INC.
By:
Title:
Exhibit B
Schedule of Parties to Severance/Change in Control Agreement
| | | | | |
Name | Date of Agreement |
Michael E. Faircloth | August 21, 2013 |
Joseph W. Cavaliere | February 8, 2021 |
Scott A. Pleiman | February 9, 2023 |
M. Scott Lewis | March 6, 2023 |
DocumentExhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stephen B. Bratspies, 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/ Stephen B. Bratspies |
Stephen B. Bratspies Chief Executive Officer |
Date: August 7, 2025
DocumentExhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, M. Scott Lewis, 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/ M. Scott Lewis |
M. Scott Lewis Chief Financial Officer and Chief Accounting Officer |
Date: August 7, 2025
DocumentExhibit 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 June 28, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen B. Bratspies, 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.
| | |
| /s/ Stephen B. Bratspies |
Stephen B. Bratspies Chief Executive Officer |
Date: August 7, 2025
The foregoing certification is being furnished to accompany Hanesbrands Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2025 (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.
DocumentExhibit 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 June 28, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, M. Scott Lewis, 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/ M. Scott Lewis |
M. Scott Lewis Chief Financial Officer and Chief Accounting Officer |
Date: August 7, 2025
The foregoing certification is being furnished to accompany Hanesbrands Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2025 (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.