UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~October~~April 1, ~~2022~~2023


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

For the transition period from �� to

Commission file number: 001-32891

Hanesbrands Inc.

(Exact name of registrant as specified in its charter)


Maryland		20-3552316
(State of incorporation)		(I.R.S. employer identification no.)

1000 East Hanes Mill Road
Winston-Salem,	North Carolina	27105
(Address of principal executive office)		(Zip code)

(336) 519-8080

(Registrant’s telephone number including area code)

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.

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 ~~November 4, 2022,~~April 28, 2023, there were ~~348,948,690~~349,530,266 shares of the registrant’s common stock outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
Forward-Looking Statements		1

PART I
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Statements of Income for the quarters ended April 1, 2023 and ~~nine~~ ~~months ended~~ ~~October~~1 ,April 2, 2022 ~~and~~ ~~October~~2 ~~, 2021~~	2
	Condensed Consolidated Statements of Comprehensive Income for the quarters ended April 1, 202 3 and ~~nine~~April ~~months ended~~ ~~October~~1 ~~, 2022 and~~ ~~October~~2, 20 2 ~~, 2021~~2	3
	Condensed Consolidated Balance Sheets at ~~October~~April 1, 202 3 , December 13 ~~, 2022, January~~ 1, 2022 and ~~October~~April 2, 20 2 ~~, 2021~~2	4
	Condensed Consolidated Statements of Stockholders’ Equity for the quarters ended April 1, 202 3 and ~~nine~~ ~~months ended~~ ~~October~~April 1 , ~~2022 and~~ ~~October~~20 2 ~~, 2021~~2	5
	Condensed Consolidated Statements of Cash Flows for the nquarters ~~ine~~ ~~months~~ ended ~~October~~A pril 1, 202 13 ~~, 2022~~ and ~~October~~April 2, 20 2 ~~, 2021~~2	76
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2725
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4034
Item 4.	Controls and Procedures	4034

PART II
Item 1.	Legal Proceedings	4135
Item 1A.	Risk Factors	4135
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4135
Item 3.	Defaults Upon Senior Securities	4135
Item 4.	Mine Safety Disclosures	4135
Item 5.	Other Information	4135
Item 6.	Exhibits	4336
Signatures		4438

Table of Contents

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, including statements with respect to trends associated with our business, our multi-year growth strategy (“Full Potential plan”), any potential ongoing effects of the ~~impacts of~~COVID-19 pandemic, including on consumer spending, global supply chains and the financial markets, our ability to deleverage on the anticipated time frame or at all, which could negatively impact our ability to satisfy the financial covenants in our Senior Secured Credit Agreement or other contractual arrangements any inadequacy, interruption, integration failure or security failure with respect to our information technology (including the ransomware attack announced on May 31, ~~2022~~2022), the contemplated sale of our U.S. Sheer Hosiery business and our future financial performance included in this Quarterly Report on Form 10-Q specifically appearing under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. 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 because such statements speak only as of the date when made. 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. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.

More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including our ~~Quarterly Report on Form 10-Q for the quarter ended July 2, 2022 and our~~ Annual Report on Form 10-K for the year ended ~~January 1,~~December 31, 2022, 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.

Table of Contents

PART I


Item 1.			Financial Statements

HANESBRANDS INC.

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)


		Quarters Ended				Nine Months Ended					Quarters Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			April 1, 2023		April 2, 2022
Net sales	Net sales	$	1,670,741	$	1,789,551	$	4,760,364	$	5,048,891	Net sales	$	1,389,410	$	1,576,156
Cost of sales	Cost of sales	1,107,889		1,089,890		3,041,233		3,064,920		Cost of sales	939,717		991,978
Gross profit	Gross profit	562,852		699,661		1,719,131		1,983,971		Gross profit	449,693		584,178
Selling, general and administrative expenses	Selling, general and administrative expenses	421,408		465,015		1,259,921		1,341,809		Selling, general and administrative expenses	392,374		413,666
Operating profit	Operating profit	141,444		234,646		459,210		642,162		Operating profit	57,319		170,512
Other expenses	Other expenses	3,212		1,811		6,088		6,227		Other expenses	14,771		987
Interest expense, net	Interest expense, net	41,721		40,860		107,408		127,760		Interest expense, net	58,452		31,963
Income from continuing operations before income tax expense		96,511		191,975		345,714		508,175
Income (loss) from continuing operations before income tax expense										Income (loss) from continuing operations before income tax expense	(15,904)		137,562
Income tax expense	Income tax expense	16,410		15,228		58,775		55,161		Income tax expense	18,500		23,385
Income from continuing operations		80,101		176,747		286,939		453,014
Income (loss) from discontinued operations, net of tax		—		(24,970)		3,965		(435,823)
Net income		$	80,101	$	151,777	$	290,904	$	17,191
Income (loss) from continuing operations										Income (loss) from continuing operations	(34,404)		114,177
Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	—		4,525
Net income (loss)										Net income (loss)	$	(34,404)	$	118,702

Earnings (loss) per share - basic:	Earnings (loss) per share - basic:									Earnings (loss) per share - basic:
Continuing operations	Continuing operations	$	0.23	$	0.50	$	0.82	$	1.29	Continuing operations	$	(0.10)	$	0.33
Discontinued operations	Discontinued operations	0.00		(0.07)		0.01		(1.24)		Discontinued operations	0.00		0.01
Net income		$	0.23	$	0.43	$	0.83	$	0.05
Net income (loss)										Net income (loss)	$	(0.10)	$	0.34

Earnings (loss) per share - diluted:	Earnings (loss) per share - diluted:									Earnings (loss) per share - diluted:
Continuing operations	Continuing operations	$	0.23	$	0.50	$	0.82	$	1.29	Continuing operations	$	(0.10)	$	0.32
Discontinued operations	Discontinued operations	0.00		(0.07)		0.01		(1.24)		Discontinued operations	0.00		0.01
Net income		$	0.23	$	0.43	$	0.83	$	0.05
Net income (loss)										Net income (loss)	$	(0.10)	$	0.34

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

HANESBRANDS INC.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Net income $ 80,101 $ 151,777 $ 290,904 $ 17,191
Other comprehensive income (loss):
Translation adjustments (76,756) (42,330) (171,581) (78,762)
Unrealized gain on qualifying cash flow hedges, net of tax of $(1,013), $(2,637), $(3,702) and $(8,953), respectively 2,573 7,124 10,983 18,520
Unrecognized income from pension and postretirement plans, net of tax of $(1,438), $(1,647), $(4,190) and $(5,262), respectively 4,022 4,806 12,278 15,873
Total other comprehensive loss (70,161) (30,400) (148,320) (44,369)
Comprehensive income (loss) $ 9,940 $ 121,377 $ 142,584 $ (27,178)


	Quarters Ended
	April 1, 2023		April 2, 2022
Net income (loss)	$	(34,404)	$	118,702
Other comprehensive income (loss):
Translation adjustments	(9,056)		27,297
Unrealized gain (loss) on qualifying cash flow hedges, net of tax of $941 and $969, respectively	(21,644)		3,354
Unrecognized income from pension and postretirement plans, net of tax of $121 and $(1,317), respectively	4,186		4,261
Total other comprehensive income (loss)	(26,514)		34,912
Comprehensive income (loss)	$	(60,918)	$	153,614

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

HANESBRANDS INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


		October 1, 2022		January 1, 2022		October 2, 2021			April 1, 2023		December 31, 2022		April 2, 2022
Assets	Assets							Assets
Cash and cash equivalents	Cash and cash equivalents	$	253,131	$	536,277	$	873,628	Cash and cash equivalents	$	213,209	$	238,413	$	369,210
Trade accounts receivable, net	Trade accounts receivable, net	926,666		894,151		928,039		Trade accounts receivable, net	681,921		721,396		898,420
Inventories	Inventories	2,136,314		1,584,015		1,629,506		Inventories	1,969,133		1,979,672		1,819,974
Other current assets	Other current assets	223,741		186,503		172,617		Other current assets	159,724		178,946		202,015
Current assets held for sale	Current assets held for sale	14,906		327,157		304,124		Current assets held for sale	4,986		13,327		7,959
Total current assets	Total current assets	3,554,758		3,528,103		3,907,914		Total current assets	3,028,973		3,131,754		3,297,578
Property, net	Property, net	443,166		441,401		440,804		Property, net	442,315		442,404		443,817
Right-of-use assets	Right-of-use assets	335,473		363,854		372,212		Right-of-use assets	454,643		414,894		350,174
Trademarks and other identifiable intangibles, net	Trademarks and other identifiable intangibles, net	1,210,581		1,220,170		1,227,457		Trademarks and other identifiable intangibles, net	1,241,624		1,255,693		1,235,276
Goodwill	Goodwill	1,084,581		1,133,095		1,136,173		Goodwill	1,106,590		1,108,907		1,138,667
Deferred tax assets	Deferred tax assets	328,778		327,804		327,196		Deferred tax assets	21,732		20,162		326,677
Other noncurrent assets	Other noncurrent assets	141,944		57,009		51,049		Other noncurrent assets	136,803		130,062		67,520
Total assets	Total assets	$	7,099,281	$	7,071,436	$	7,462,805	Total assets	$	6,432,680	$	6,503,876	$	6,859,709

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Accounts payable	Accounts payable	$	1,130,649	$	1,214,847	$	1,239,960	Accounts payable	$	965,630	$	917,481	$	1,204,196
Accrued liabilities	Accrued liabilities	594,333		660,778		718,545		Accrued liabilities	474,840		498,028		575,911
Lease liabilities	Lease liabilities	99,405		109,526		122,545		Lease liabilities	100,266		114,794		117,465

Accounts Receivable Securitization Facility	Accounts Receivable Securitization Facility	211,500		—		—		Accounts Receivable Securitization Facility	166,000		209,500		135,500
Current portion of long-term debt	Current portion of long-term debt	31,250		25,000		37,500		Current portion of long-term debt	52,750		37,500		25,000
Current liabilities held for sale	Current liabilities held for sale	14,906		316,902		299,498		Current liabilities held for sale	4,986		13,327		7,959
Total current liabilities	Total current liabilities	2,082,043		2,327,053		2,418,048		Total current liabilities	1,764,472		1,790,630		2,066,031
Long-term debt	Long-term debt	3,655,889		3,326,091		3,626,547		Long-term debt	3,588,945		3,612,077		3,325,042
Lease liabilities - noncurrent	Lease liabilities - noncurrent	260,349		281,852		276,595		Lease liabilities - noncurrent	379,365		326,644		258,663
Pension and postretirement benefits	Pension and postretirement benefits	230,087		248,518		321,323		Pension and postretirement benefits	113,649		116,167		242,690
Other noncurrent liabilities	Other noncurrent liabilities	196,029		185,429		183,723		Other noncurrent liabilities	246,723		260,094		187,867
Total liabilities	Total liabilities	6,424,397		6,368,943		6,826,236		Total liabilities	6,093,154		6,105,612		6,080,293

Stockholders’ equity:	Stockholders’ equity:							Stockholders’ equity:
Preferred stock (50,000,000 authorized shares; $.01 par value)	Preferred stock (50,000,000 authorized shares; $.01 par value)							Preferred stock (50,000,000 authorized shares; $.01 par value)
Issued and outstanding — None	Issued and outstanding — None	—		—		—		Issued and outstanding — None	—		—		—
Common stock (2,000,000,000 authorized shares; $.01 par value)	Common stock (2,000,000,000 authorized shares; $.01 par value)							Common stock (2,000,000,000 authorized shares; $.01 par value)
Issued and outstanding — 348,948,690, 349,903,253 and 349,204,407, respectively		3,489		3,499		3,492
Issued and outstanding — 349,530,266, 349,009,147 and 348,775,722, respectively								Issued and outstanding — 349,530,266, 349,009,147 and 348,775,722, respectively	3,495		3,490		3,488
Additional paid-in capital	Additional paid-in capital	328,072		315,337		316,112		Additional paid-in capital	336,851		334,676		315,675
Retained earnings	Retained earnings	1,043,246		935,260		928,293		Retained earnings	537,702		572,106		976,944
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(699,923)		(551,603)		(611,328)		Accumulated other comprehensive loss	(538,522)		(512,008)		(516,691)
Total stockholders’ equity	Total stockholders’ equity	674,884		702,493		636,569		Total stockholders’ equity	339,526		398,264		779,416
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	7,099,281	$	7,071,436	$	7,462,805	Total liabilities and stockholders’ equity	$	6,432,680	$	6,503,876	$	6,859,709

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

HANESBRANDS INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except per share data)

(unaudited)

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Shares Amount
Balances at July 2, 2022 348,826 $ 3,488 $ 322,305 $ 1,016,140 $ (629,762) $ 712,171
Net income — — — 80,101 — 80,101
Dividends ($0.15 per common share) — — — (52,995) — (52,995)
Other comprehensive loss — — — — (70,161) (70,161)
Stock-based compensation — — 5,593 — — 5,593
Net exercise of stock options, vesting of restricted stock units and other 123 1 174 — — 175
Balances at October 1, 2022 348,949 $ 3,489 $ 328,072 $ 1,043,246 $ (699,923) $ 674,884


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balances at December 31, 2022	349,009	$	3,490	$	334,676	$	572,106	$	(512,008)	$	398,264
Net loss	—	—		—		(34,404)		—		(34,404)
Other comprehensive loss	—	—		—		—		(26,514)		(26,514)
Stock-based compensation	—	—		3,700		—		—		3,700
Net exercise of stock options, vesting of restricted stock units and other	521	5		(1,525)		—		—		(1,520)
Balances at April 1, 2023	349,530	$	3,495	$	336,851	$	537,702	$	(538,522)	$	339,526


		Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total			Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
		Shares	Amount											Shares	Amount
Balances at January 1, 2022	Balances at January 1, 2022	349,903	$	3,499	$	315,337	$	935,260	$	(551,603)	$	702,493	Balances at January 1, 2022	349,903	$	3,499	$	315,337	$	935,260	$	(551,603)	$	702,493
Net income	Net income	—	—		—		290,904		—		290,904		Net income	—	—		—		118,702		—		118,702
Dividends ($0.45 per common share)		—	—		—		(159,343)		—		(159,343)
Other comprehensive loss		—	—		—		—		(148,320)		(148,320)
Dividends ($0.15 per common share)													Dividends ($0.15 per common share)	—	—		—		(53,443)		—		(53,443)
Other comprehensive income													Other comprehensive income	—	—		—		—		34,912		34,912
Stock-based compensation	Stock-based compensation	—	—		16,949		—		—		16,949		Stock-based compensation	—	—		5,329		—		—		5,329
Net exercise of stock options, vesting of restricted stock units and other	Net exercise of stock options, vesting of restricted stock units and other	623	6		(2,787)		—		—		(2,781)		Net exercise of stock options, vesting of restricted stock units and other	450	5		(3,564)		—		—		(3,559)
Share repurchases	Share repurchases	(1,577)	(16)		(1,427)		(23,575)		—		(25,018)		Share repurchases	(1,577)	(16)		(1,427)		(23,575)		—		(25,018)
Balances at October 1, 2022		348,949	$	3,489	$	328,072	$	1,043,246	$	(699,923)	$	674,884
Balances at April 2, 2022													Balances at April 2, 2022	348,776	$	3,488	$	315,675	$	976,944	$	(516,691)	$	779,416

See accompanying notes to Condensed Consolidated Financial Statements.

~~Table of Contents~~

~~HANESBRANDS INC.~~

~~Condensed Consolidated Statements of Stockholders’ Equity (Continued)~~

~~(in thousands, except per share data)~~

~~(unaudited)~~

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Shares Amount
Balances at July 3, 2021 349,115 $ 3,491 $ 310,148 $ 829,479 $ (580,928) $ 562,190
Net income — — — 151,777 — 151,777
Dividends ($0.15 per common share) — — — (52,963) — (52,963)
Other comprehensive loss — — — — (30,400) (30,400)
Stock-based compensation — — 6,079 — — 6,079
Net exercise of stock options, vesting of restricted stock units and other 89 1 (115) — — (114)
Balances at October 2, 2021 349,204 $ 3,492 $ 316,112 $ 928,293 $ (611,328) $ 636,569

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Shares Amount
Balances at January 2, 2021 348,802 $ 3,488 $ 307,883 $ 1,069,546 $ (566,959) $ 813,958
Net income — — — 17,191 — 17,191
Dividends ($0.45 per common share) — — — (158,444) — (158,444)
Other comprehensive loss — — — — (44,369) (44,369)
Stock-based compensation — — 9,887 — — 9,887
Net exercise of stock options, vesting of restricted stock units and other 402 4 (1,658) — — (1,654)
Balances at October 2, 2021 349,204 $ 3,492 $ 316,112 $ 928,293 $ (611,328) $ 636,569

~~See accompanying notes to Condensed Consolidated Financial Statements.~~

Table of Contents

HANESBRANDS INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


		Nine Months Ended					Quarters Ended
		October 1, 2022(1)		October 2, 2021(1)			April 1, 2023		April 2, 2022(1)
Operating activities:	Operating activities:					Operating activities:
Net income		$	290,904	$	17,191
Adjustments to reconcile net income to net cash from operating activities:
Net income (loss)						Net income (loss)	$	(34,404)	$	118,702
Adjustments to reconcile net income (loss) to net cash from operating activities:						Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation	Depreciation	56,140		63,183		Depreciation	17,360		18,931
Amortization of acquisition intangibles	Amortization of acquisition intangibles	14,045		15,696		Amortization of acquisition intangibles	4,186		4,847
Other amortization	Other amortization	8,121		8,610		Other amortization	2,805		2,508
Impairment of intangible assets and goodwill		—		163,047
(Gain) loss on sale of business and classification of assets held for sale		(6,185)		266,742
Amortization of debt issuance costs		5,483		10,250

Loss on extinguishment of debt						Loss on extinguishment of debt	8,466		—
Gain on sale of business and classification of assets held for sale						Gain on sale of business and classification of assets held for sale	(2,139)		(6,715)
Amortization of debt issuance costs and debt discount						Amortization of debt issuance costs and debt discount	1,973		1,887
Other	Other	11,717		(1,888)		Other	5,202		6,940
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	(63,003)		(201,925)		Accounts receivable	51,643		(6,090)
Inventories	Inventories	(612,544)		(292,465)		Inventories	7,861		(247,567)
Other assets	Other assets	(71,613)		7,042		Other assets	(10,761)		(489)
Accounts payable	Accounts payable	(22,289)		391,034		Accounts payable	43,171		(310)
Accrued pension and postretirement benefits	Accrued pension and postretirement benefits	(1,066)		(40,468)		Accrued pension and postretirement benefits	1,479		24
Accrued liabilities and other	Accrued liabilities and other	(101,392)		121,327		Accrued liabilities and other	(52,305)		(123,857)
Net cash from operating activities	Net cash from operating activities	(491,682)		527,376		Net cash from operating activities	44,537		(231,189)
Investing activities:	Investing activities:					Investing activities:
Capital expenditures	Capital expenditures	(70,955)		(55,320)		Capital expenditures	(24,244)		(19,337)
Purchase of trademarks		(103,000)		—

Proceeds from sales of assets	Proceeds from sales of assets	259		2,479		Proceeds from sales of assets	3		19

Other	Other	(5,640)		8,437		Other	18,941		(10,272)
Net cash from investing activities	Net cash from investing activities	(179,336)		(44,404)		Net cash from investing activities	(5,300)		(29,590)
Financing activities:	Financing activities:					Financing activities:
Borrowings on Term Loan Facilities						Borrowings on Term Loan Facilities	891,000		—
Repayments on Term Loan Facilities	Repayments on Term Loan Facilities	(18,750)		(315,625)		Repayments on Term Loan Facilities	(6,250)		(6,250)
Borrowings on Accounts Receivable Securitization Facility	Borrowings on Accounts Receivable Securitization Facility	1,303,589		—		Borrowings on Accounts Receivable Securitization Facility	588,000		290,000
Repayments on Accounts Receivable Securitization Facility	Repayments on Accounts Receivable Securitization Facility	(1,092,089)		—		Repayments on Accounts Receivable Securitization Facility	(631,500)		(154,500)
Borrowings on Revolving Loan Facilities	Borrowings on Revolving Loan Facilities	1,337,500		—		Borrowings on Revolving Loan Facilities	421,500		129,000
Repayments on Revolving Loan Facilities	Repayments on Revolving Loan Facilities	(908,500)		—		Repayments on Revolving Loan Facilities	(461,000)		(109,000)
Borrowings on Senior Notes						Borrowings on Senior Notes	600,000		—

Repayments on Senior Notes						Repayments on Senior Notes	(1,436,884)		—
Borrowings on notes payable	Borrowings on notes payable	21,454		109,397		Borrowings on notes payable	—		21,454
Repayments on notes payable	Repayments on notes payable	(21,713)		(109,597)		Repayments on notes payable	—		(21,713)
Share repurchases	Share repurchases	(25,018)		—		Share repurchases	—		(25,018)
Cash dividends paid	Cash dividends paid	(156,962)		(157,099)		Cash dividends paid	—		(52,297)

Payments to amend and refinance credit facilities						Payments to amend and refinance credit facilities	(27,371)		(228)

Other	Other	(4,263)		(3,000)		Other	(1,675)		(3,881)
Net cash from financing activities	Net cash from financing activities	435,248		(475,924)		Net cash from financing activities	(64,180)		67,567
Effect of changes in foreign exchange rates on cash	Effect of changes in foreign exchange rates on cash	(71,728)		(27,207)		Effect of changes in foreign exchange rates on cash	(261)		1,793
Change in cash and cash equivalents	Change in cash and cash equivalents	(307,498)		(20,159)		Change in cash and cash equivalents	(25,204)		(191,419)
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	560,629		910,603		Cash and cash equivalents at beginning of year	238,413		560,629
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	253,131	$	890,444	Cash and cash equivalents at end of period	$	213,209	$	369,210

Balances included in the Condensed Consolidated Balance Sheets:
Cash and cash equivalents		$	253,131	$	873,628
Cash and cash equivalents included in current assets held for sale		—		16,816
Cash and cash equivalents at end of period		$	253,131	$	890,444

(1)The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities in the periods prior to the sale of the European Innerwear business on March 5, 2022. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

Capital expenditures included in accounts payable at ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 were ~~$31,895~~$6,709 and ~~$24,164,~~$10,549, respectively. For the ~~nine months~~quarters ended ~~October~~April 1, ~~2022~~2023 and ~~October~~April 2, ~~2021,~~2022, right-of-use assets obtained in exchange for lease obligations were ~~$67,588~~$71,776 and ~~$46,039,~~$16,035, respectively.

See accompanying notes to Condensed Consolidated Financial Statements.

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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 (the “SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management believes that the disclosures made are adequate for a fair statement of the results of operations, financial condition and cash flows of Hanesbrands Inc. 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 ~~January 1,~~December 31, 2022. 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. 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.

~~Key Business Strategies~~

In the first quarter of 2021, the Company announced that it reached the decision to exit its European Innerwear business as part of its strategy to streamline its portfolio under its Full Potential plan and determined that this business met held-for-sale and discontinued operations accounting criteria. Accordingly, the Company began to separately report the results of its European Innerwear business as discontinued operations in its Condensed Consolidated Statements of Income, and to present the related assets and liabilities as held for sale in the Condensed Consolidated Balance Sheets. On November 4, 2021, the Company announced that it reached an agreement to sell its European Innerwear business to an affiliate of Regent, L.P. and completed the sale on March 5, 2022. Unless otherwise noted, discussion within these notes to the condensed consolidated interim financial statements relates to continuing operations. See Note “Assets and Liabilities Held for Sale” for additional information.

~~In addition, in the fourth quarter of 2021, the Company reached the decision to divest its U.S. Sheer Hosiery business, including the~~ ~~L’eggs~~ brand, as part of its strategy to streamline its portfolio under its Full Potential plan and determined that this business met held-for-sale accounting criteria. The related assets and liabilities are presented as held for sale in the Condensed Consolidated Balance Sheets at October 1, 2022 and January 1, 2022. The operations of the U.S. Sheer Hosiery business are reported in “Other” for all periods presented in Note “Business Segment Information”. The Company is currently exploring potential purchasers for this business and expects to complete the sale within the next 12 months. See Note “Assets and Liabilities Held for Sale” for additional information.

~~In June of 2022, the Company purchased the~~ ~~Champion~~ trademark for footwear in the United States, Puerto Rico and Canada from Keds, LLC (“KEDS”) for $102,500. The trademark was recorded in “Trademarks and other identifiable intangibles, net” line in the Condensed Consolidated Balance Sheets and has an indefinite life. The Company previously licensed the ~~Champion~~ trademark for footwear in these locations. The purchase of the trademark was part of an agreement with KEDS settling litigation between the two parties and is another step forward in the Company’s Full Potential plan of growing the global Champion brand.

Ransomware Attack

As previously disclosed, on May 24, 2022, the Company identified that it had become subject to a ransomware attack and activated its incident response and business continuity plans designed to contain the incident. As part of the Company’s forensic investigation and assessment of the impact, the Company determined that certain of its information technology systems were affected by the ransomware attack.

Upon discovering the incident, the Company took a series of measures to further safeguard the integrity of its information technology systems, including working with cybersecurity experts to contain the incident and implementing business continuity

~~Table of Contents~~

~~HANESBRANDS INC.~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~(amounts in thousands, except per share data)~~

~~(unaudited)~~

plans to restore and support continued operations. These measures also included resecuring data, remediation of the malware across infected machines, rebuilding critical systems, global password reset and enhanced security monitoring. The Company notified appropriate law enforcement authorities as well as certain data protection ~~regulators, and in,~~regulators. In addition to the Company’s public announcements of the incident, the Company ~~began a process to provide~~provided breach notifications and regulatory filings as ~~may be~~ required by applicable law starting in August ~~2022. While the~~2022, and that notification process ~~continues, at this time, the~~is complete. The Company believes the incident has been contained, the Company has restored its critical information technology systems, and manufacturing, retail and other internal operations continue. There is no ongoing operational impact on the Company’s ability to provide its products and services. The Company maintains insurance, including coverage for cyber-attacks, subject to certain deductibles and policy limitations, in an amount that the Company believes appropriate.

The Company is named in two pending lawsuits in connection with ~~the~~its previously disclosed ransomware incident. On October 7, 2022, a putative class action, ~~was filed against “Hanes~~entitled Roman v. Hanes Brands [sic], Inc.~~” alleging,~~, was filed in the United States District Court for the Central District of California. The lawsuit alleges, among other things, negligence, negligence per se, breach of implied contract, unjust enrichment, breach of implied covenant of good faith and fair dealing, unfair business practices under the California Business and Professions Code, and violations of the California Confidentiality of Medical Information Act in connection with the ransomware incident. ~~The litigation is~~On October 13, 2022, another putative class action, entitled ~~Ramon~~Toussaint v. ~~Hanes Brands,~~HanesBrands,[sic] Inc., ~~and is pending~~was filed in the United States District Court for the ~~Central~~Middle District of ~~California. On October 13, 2022, another putative class action was filed against HanesBrands, Inc. alleging,~~North Carolina. The lawsuit alleges, among other things, negligence, negligence per se, breach of implied contract, invasion of privacy, and unjust enrichment in connection with the ransomware incident. The ~~litigation is entitled, Toussaint v. HanesBrands, Inc.~~pending lawsuits seek, among other things, monetary and ~~is pending~~injunctive relief. The lawsuits have been consolidated in the United States District Court for the Middle District of North ~~Carolina. The lawsuits seek, among other things, monetary~~Carolina, and ~~injunctive relief.~~Plaintiffs have been granted leave to file a consolidated complaint. Plaintiff Roman also filed a second putative class action with regard to the ransomware incident in the United States District Court for the Middle District of North Carolina on January 16, 2023, entitled Roman v. Hanesbrands,[sic] Inc., which was voluntarily dismissed without prejudice on January 20, 2023. The Company is vigorously defending ~~these~~the remaining pending matters and believes the cases are without merit. The Company does not expect any of these claims, individually or in the aggregate, to have a material adverse effect on its

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

consolidated financial position or results of operations. However, at this early stage in the proceedings, the Company is not able to determine the probability of the outcome of these matters or a range of reasonably expected losses, if any.

During the quarter ~~and nine months~~ ended ~~October~~April 1, ~~2022,~~2023, the Company incurred ~~costs of $921 and $16,430,~~no net ~~of expected insurance recoveries, respectively,~~costs related to the ransomware attack. ~~The costs, net of~~Minimal legal fees and the offsetting expected insurance recoveries incurred during the quarter ended October 1, 2022 related primarily to information technology and legal fees and are reflected in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Income. The costs for the nine months ended October 1, 2022 included $14,168 related primarily to supply chain disruptions, which are reflected in the “Cost of sales” line of the Condensed Consolidated Statements of Income and $2,262, net of expected insurance recoveries, related primarily to information technology, legal and consulting fees, which are reflected in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Income. The Company ~~continues to assess the security event and~~ cannot determine, at this time, the full extent of any proceedings or additional costs or expenses related to the ~~impact from such~~security event ~~on its business, results of operations or financial condition~~ or whether such impact will ultimately have a material adverse effect.

(2) Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, “Reference Rate Reform: Scope.” The new accounting rules provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. In December 2022, the FASB deferred the expiration date of Topic 848 with the issuance of ASU 2022-06, “Reference Rate Reform: Deferral of the Sunset Date of Topic 848.” The new accounting rules extend the relief in Topic 848 beyond the cessation date of USD London Interbank Offered Rate (“LIBOR”). The new accounting rules must be adopted by the fourth quarter of ~~2022.~~2024. The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition, results of operations, cash flows and disclosures.

Business Combinations

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The new accounting rules require entities to apply “Revenue from Contracts with Customers (Topic 606)” to recognize and measure contract assets and contract liabilities in a business combination. The new accounting rules ~~will be~~were effective for the Company in the first quarter of ~~2023, including interim periods.~~

~~Table of Contents~~

~~HANESBRANDS INC.~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~(amounts in thousands, except per share data)~~

~~(unaudited)~~

~~Early adoption is permitted.~~2023. The adoption ~~impact~~ of the new accounting rules ~~will depend~~did not have any impact on the ~~magnitude~~Company’s financial condition, results of ~~future acquisitions.~~operations, cash flows or disclosures.

Derivatives and Hedging

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method.” The new accounting rules allow entities to expand the use of the portfolio layer method to all financial assets and designate multiple hedged layers within a single closed portfolio. The new accounting rules also clarify guidance related to hedge basis adjustments and the related disclosures for these adjustments. The new accounting rules ~~will be~~were effective for the Company in the first quarter of ~~2023, including interim periods. Early adoption is permitted. The~~2023. As the Company does not currently have any fair value hedging programs that leverage the portfolio layer method, ~~therefore,~~ the ~~Company does not expect~~adoption of the new accounting rules todid not have anany impact on ~~our near term~~the Company’s financial condition, results of operations, cash flows or disclosures.

Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” The new accounting rules create certain disclosure requirements for a buyer in a supplier finance program. The new accounting rules require qualitative and quantitative disclosures including key terms of the program, balance sheet presentation of related amounts, and the obligation amount the buyer has confirmed as valid to the finance provider, including a rollforward of the obligation. Only the amount of the obligation outstanding is required to be disclosed in interim periods. The accounting rules do not impact the recognition, measurement, or financial statement presentation of supplier finance program obligations. The new accounting rules ~~will be~~were effective for the Company in the first quarter of ~~2023, including interim periods. Early adoption is permitted.~~2023. While the new accounting rules ~~will~~did not have an impact on ~~our~~the Company’s financial condition, results of operations or cash flows, ~~the Company is currently evaluating the impact~~adoption of the new accounting rules ~~will have on the~~did result in additional disclosures ~~included~~beginning in ~~the notes to the consolidated financial statements beginning with~~ the first quarter of ~~2023.~~2023 which are included below.

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

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 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 April 1, 2023, the amounts due to suppliers participating in supplier finance programs totaled $254,509 and are included in the “Accounts Payable” line of the Condensed Consolidated Balance Sheets.

Leases

In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842): Common Control Arrangements.” The new accounting rules require that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset (the leased asset) through a lease. These leases should also be accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. The new accounting rules will be effective for the Company in the first quarter of 2024, including interim periods. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition, results of operations, cash flows and disclosures.

(3) Assets and Liabilities Held for Sale

~~Assets~~Total current assets and current liabilities classified as held for sale in the Condensed Consolidated Balance Sheets as of ~~October~~April 1, ~~2022, January 1,~~2023, December 31, 2022 and ~~October~~April 2, ~~2021~~2022 consist of the following:

October 1,
2022 January 1,
2022 October 2,
2021
U.S. Sheer Hosiery business - continuing operations $ 14,906 $ 5,426 $ —
European Innerwear business - discontinued operations — 321,731 304,124
Total current assets held for sale $ 14,906 $ 327,157 $ 304,124
U.S. Sheer Hosiery business - continuing operations $ 14,906 $ 5,426 $ —
European Innerwear business - discontinued operations — 311,476 299,498
Total current liabilities held for sale $ 14,906 $ 316,902 $ 299,498


	April 1, 2023		December 31, 2022		April 2, 2022
Total current assets held for sale - U.S. Sheer Hosiery business	$	4,986	$	13,327	$	7,959

Total current liabilities held for sale - U.S. Sheer Hosiery business	$	4,986	$	13,327	$	7,959

U.S. Sheer Hosiery Business - Continuing Operations

In the fourth quarter of 2021, the Company reached the decision to divest its U.S. Sheer Hosiery business, including the L’eggs brand, as part of its strategy to streamline its portfolio under its Full Potential plan and determined that this business met held-for-sale accounting criteria. The related assets and liabilities are presented as held for sale in the Condensed Consolidated Balance Sheets at ~~October~~April 1, 2023, December 31, 2022 and ~~January 1,~~April 2, 2022. The Company recorded a non-cash charge ~~of $38,364~~ in the fourth quarter of 2021 to record a valuation allowance against the net assets held for sale to write down the carrying value of the disposal group to the estimated fair value less costs of disposal. ~~The~~In the quarters ended April 1, 2023 and April 2, 2022, the Company recognized a non-cash ~~loss~~gains of ~~$4,310~~$2,139 and $6,528, respectively, to adjust the valuation allowance resulting from an increase in carrying value due to changes in working capital in the quarter ended October 1, 2022. In the nine months ended October 1, 2022, the Company recognized a non-cash gain of $6,558 to adjust the valuation allowance resultingprimarily from a decrease in carrying value due to changes in working capital. These valuation allowance adjustments are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Income. The operations of the U.S. Sheer Hosiery business are reported in “Other” for all periods presented in Note “Business Segment Information”. The Company ~~is currently exploring potential purchasers for this business and~~ expects to complete the sale of this business within the next 12 months.

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

European Innerwear Business - Discontinued Operations

In the first quarter of 2021, the Company announced that it reached the decision to exit its European Innerwear business as part of its strategy to streamline its portfolio under its Full Potential plan and determined that this business met held-for-sale and discontinued operations accounting criteria. Accordingly, the Company began to separately report the results of its European Innerwear business as discontinued operations in its Condensed Consolidated Statements of Income, and to present the related assets and liabilities as held for sale in the Condensed Consolidated Balance Sheets. On November 4, 2021, the Company announced that it had reached an agreement to sell its European Innerwear business to an affiliate of Regent, L.P. and completed the sale on March 5, 2022. Under the agreement, the purchaser received all the assets and operating liabilities of the European Innerwear business. The operations of the European Innerwear business were previously reported primarily in the International segment.

Upon meeting the criteria for held-for-sale classification in the first quarter of 2021 which qualified as a triggering event, the Company performed a full impairment analysis of the disposal group's indefinite-lived intangible assets and ~~goodwill. As~~goodwill which resulted in a ~~result of the strategic decision~~non-cash charge to exit the European Innerwear business, forecasts were revised to include updated market conditions and the removal of strategic operating decisions that would no longer occur under the Company's ownership. The revised forecasts indicated impairment ofimpair certain indefinite-lived trademarks and license agreements as well as the full goodwill balance attributable to the European Innerwear business. As a result of this impairment analysis, a non-cash charge of $155,745 was recorded as "Impairment of intangible assets and goodwill" in the summarized discontinued operations financial information for the nine months ended October 2, 2021. In addition,Additionally, the Company recorded a valuation allowance against the net assets held for sale to write down the carrying value of the disposal group to the estimated fair value less costs of disposal, resulting in a non-cash ~~charges~~charge in the first quarter of ~~$30,562 and $266,742 for~~2021. In the quarter ~~and nine months~~ ended ~~October~~April 2, ~~2021, respectively,~~2022, the Company recorded a gain on the sale of the European Innerwear business of $187 as ~~"Loss~~"Gain on sale of business and classification of assets held for sale" in the summarized discontinued operations financial ~~information. In the nine months ended October 1, 2022, the Company recorded the final loss on the sale of the European Innerwear business of $373~~information below primarily resulting from changes in working capital balances and foreign exchange rates.

~~Table of Contents~~

~~HANESBRANDS INC.~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~(amounts in thousands, except per share data)~~

~~(unaudited)~~

Additionally, the Company recorded an impairment charge of $7,302 in continuing operations on an indefinite-lived trademark for the nine months ended October 2, 2021 which is reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Income. This charge related to the full impairment of an indefinite-lived trademark related to a specific brand within the European Innerwear business that was excluded from the disposal group as it was not marketed for sale.

The Company ~~has~~ continued certain sales from its supply chain to the European Innerwear business on a transitional basis after the sale of the business. Under the terms of the Manufacturing and Supply Agreement that was signed as part of closing the transaction, the Company will provide these services for periods up to 34 months from the closing date of the transaction. Additionally, the Company entered into a Transitional Services Agreement pursuant to which the Company ~~will provide~~provided transitional services including information technology, human resources, facilities management, and limited finance and accounting services ~~for periods up to 12 months from the closing date~~which expired in March of ~~the transaction.~~2023. The sales and the related profit are included in continuing operations in the Condensed Consolidated Statements of Income and in “Other” in Note “Business Segment Information” in all periods presented and have not been eliminated as intercompany transactions in consolidation for the period when the European Innerwear business was owned by the Company. The related receivables from the European Innerwear business are included in “Trade accounts receivable, net” in the Condensed Consolidated Balance Sheets for all periods presented.

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the European Innerwear business. Discontinued operations does not include any allocation of corporate overhead expense or interest expense. The key components from discontinued operations related to the European Innerwear business are as follows:

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Net sales $ — $ 147,529 $ 101,314 $ 400,880
Cost of sales — 75,171 60,415 213,831
Gross profit — 72,358 40,899 187,049
Selling, general and administrative expenses — 64,941 54,689 209,467
Impairment of intangible assets and goodwill — — — 155,745
Loss on sale of business and classification of assets held for sale — 30,562 373 266,742
Operating loss — (23,145) (14,163) (444,905)
Other expenses — 271 283 885
Interest expense, net — 110 10 269
Loss from discontinued operations before income tax expense (benefit) — (23,526) (14,456) (446,059)
Income tax expense (benefit) — 1,444 (18,421) (10,236)
Net income (loss) from discontinued operations, net of tax $ — $ (24,970) $ 3,965 $ (435,823)


	Quarters Ended
	April 1, 2023		April 2, 2022
Net sales	$	—	$	101,314
Cost of sales	—		60,415
Gross profit	—		40,899
Selling, general and administrative expenses	—		54,689
Gain on sale of business and classification of assets held for sale	—		(187)
Operating loss	—		(13,603)
Other expenses	—		283
Interest expense, net	—		10
Loss from discontinued operations before income tax benefit	—		(13,896)
Income tax benefit	—		(18,421)
Net income from discontinued operations, net of tax	$	—	$	4,525

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

~~Assets~~There were no assets and liabilities of discontinued operations classified as held for sale in the Condensed Consolidated Balance Sheets as of ~~October~~April 1, ~~2022, January 1,~~2023, December 31, 2022 and ~~October~~April 2, ~~2021 consist of the following:~~

October 1,
2022 January 1,
2022 October 2,
2021
Cash and cash equivalents $ — $ 24,352 $ 16,816
Trade accounts receivable, net — 87,353 88,684
Inventories — 141,653 127,209
Other current assets — 21,926 16,066
Property, net — 62,659 61,898
Right-of-use assets — 32,603 33,680
Trademarks and other identifiable intangibles, net — 205,204 208,108
Deferred tax assets — 4,174 7,990
Other noncurrent assets — 4,127 4,360
Allowance to adjust assets to estimated fair value, less costs of disposal — (262,320) (260,687)
Total assets of discontinued operations $ — $ 321,731 $ 304,124
Accounts payable $ — $ 84,327 $ 69,122
Accrued liabilities — 122,620 118,076
Lease liabilities — 6,562 8,544
Notes payable — 329 595
Lease liabilities - noncurrent — 27,426 26,536
Pension and postretirement benefits — 38,325 42,076
Other noncurrent liabilities — 31,887 34,549
Total liabilities of discontinued operations $ — $ 311,476 $ 299,498
2022.

The cash flows related to 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 related to discontinued operations:

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Depreciation $ — $ — $ — $ 2,608
Amortization $ — $ — $ — $ 1,460
Capital expenditures $ — $ 2,085 $ 715 $ 6,155
Impairment of intangible assets and goodwill $ — $ — $ — $ 155,745
Loss on sale of business and classification of assets held for sale $ — $ 30,562 $ 373 $ 266,742
Capital expenditures included in accounts payable at end of period $ — $ 70 $ — $ 70
Right-of-use assets obtained in exchange for lease obligations $ — $ 1,454 $ — $ 4,591


	Quarters Ended
	April 1, 2023		April 2, 2022
Capital expenditures	$	—	$	715

Gain on sale of business and classification of assets held for sale	$	—	$	(187)

~~Table of Contents~~

~~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				Nine Months Ended					Quarters Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			April 1, 2023		April 2, 2022
Third-party brick-and-mortar wholesale	Third-party brick-and-mortar wholesale	$	1,200,636	$	1,312,440	$	3,356,547	$	3,570,710	Third-party brick-and-mortar wholesale	$	985,650	$	1,126,266
Consumer-directed	Consumer-directed	470,105		477,111		1,403,817		1,478,181		Consumer-directed	403,760		449,890
Total net sales	Total net sales	$	1,670,741	$	1,789,551	$	4,760,364	$	5,048,891	Total net sales	$	1,389,410	$	1,576,156

Revenue Sources

Third-Party Brick-and-Mortar Wholesale Revenue

Third-party brick-and-mortar wholesale revenue is primarily generated by sales of the Company’s products to retailers to support their brick-and-mortar operations. Third-party brick-and-mortar wholesale revenue also includes royalty revenue from licensing agreements. The Company earns royalties 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.

Consumer-Directed Revenue

Consumer-directed revenue is primarily generated through sales driven directly by the consumer through company-operated stores and e-commerce platforms, which include both owned sites and the sites of the Company’s retail customers.

(5) Stockholders’ Equity

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

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

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Basic weighted average shares outstanding 349,884 351,071 349,969 351,020
Effect of potentially dilutive securities:
Stock options — 20 2 17
Restricted stock units 420 1,157 712 956
Employee stock purchase plan and other 12 3 8 3
Diluted weighted average shares outstanding 350,316 352,251 350,691 351,996

~~The following securities were excluded from the diluted earnings per share calculation because their effect would be anti-dilutive:~~

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Stock options 250 83 250 167
Restricted stock units 1,646 48 1,252 40

On November 8, 2022, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.15 per share of the Company’s outstanding common stock to be paid on December 13, 2022 to stockholders of record at the close of business on November 22, 2022.


	Quarters Ended
	April 1, 2023	April 2, 2022
Basic weighted average shares outstanding	350,435	350,251
Effect of potentially dilutive securities:
Stock options	—	7
Restricted stock units	—	1,190
Employee stock purchase plan and other	—	5
Diluted weighted average shares outstanding	350,435	351,453

1411

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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 earnings per share calculation because their effect would be anti-dilutive:


	Quarters Ended
	April 1, 2023	April 2, 2022
Stock options	250	167
Restricted stock units	4,329	647
Employee stock purchase plan and other	15	—

In the quarter ended April 1, 2023, all potentially dilutive securities were excluded from the diluted earnings per share calculation because the Company incurred a net loss for the quarter and their inclusion would be anti-dilutive.

On February 2, 2022, the Company’s Board of Directors approved a new 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. Additionally, management has been granted authority to establish a trading plan under Rule 10b5-1 of the Exchange Act in connection with share repurchases, which ~~will allow~~allows the Company to repurchase shares in the open market during periods in which the stock trading window is otherwise closed for the Company and certain of the Company’s officers and employees pursuant to the Company’s insider trading policy. The new program replaced the Company’s previous share repurchase program for up to 40,000 shares that was originally approved on February 6, 2020. For the quarter ended ~~October~~April 1, ~~2022,~~2023, the Company did not enter into any transactions to repurchase shares under the new program. For the ~~nine months~~quarter ended ~~October 1,~~April 2, 2022, the Company entered into transactions to repurchase 1,577 shares at a weighted average repurchase price of $15.84 per share under the new program. The shares were repurchased at a total cost of $25,018 including broker’s commissions of $31. The Company did not repurchase any shares under the previous share repurchase program during 2022 through the expiration of the program on February 2, ~~2022 or during the quarter or nine months ended October 2, 2021.~~2022. At ~~October~~April 1, ~~2022,~~2023, the remaining repurchase authorization under the current share repurchase program totaled $575,013.

(6) Inventories

Inventories consisted of the following:


		October 1, 2022		January 1, 2022		October 2, 2021			April 1, 2023		December 31, 2022		April 2, 2022
Raw materials	Raw materials	$	90,411	$	68,683	$	71,893	Raw materials	$	69,969	$	69,279	$	84,734
Work in process	Work in process	118,573		110,246		103,927		Work in process	102,837		107,904		121,095
Finished goods	Finished goods	1,927,330		1,405,086		1,453,686		Finished goods	1,796,327		1,802,489		1,614,145
		$	2,136,314	$	1,584,015	$	1,629,506		$	1,969,133	$	1,979,672	$	1,819,974

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

(7) Debt

Debt consisted of the following:


		Interest Rate as of October 1, 2022	Principal Amount				Maturity Date		Interest Rate as of April 1, 2023	Principal Amount				Maturity Date
			October 1, 2022		January 1, 2022					April 1, 2023		December 31, 2022
Senior Secured Credit Facility:	Senior Secured Credit Facility:							Senior Secured Credit Facility:
Revolving Loan Facility	Revolving Loan Facility	4.01%	$	429,000	$	—	November 2026	Revolving Loan Facility	6.39%	$	313,000	$	352,500	November 2026
Term Loan A	Term Loan A	4.38%	981,250		1,000,000		November 2026	Term Loan A	6.41%	968,750		975,000		November 2026
Term Loan B								Term Loan B	8.56%	900,000		—		March 2030
9.000% Senior Notes								9.000% Senior Notes	9.00%	600,000		—		February 2031
4.875% Senior Notes	4.875% Senior Notes	4.88%	900,000		900,000		May 2026	4.875% Senior Notes	4.88%	900,000		900,000		May 2026
4.625% Senior Notes	4.625% Senior Notes	4.63%	900,000		900,000		May 2024	4.625% Senior Notes	—	—		900,000		—
3.5% Senior Notes	3.5% Senior Notes	3.50%	490,100		568,634		June 2024	3.5% Senior Notes	—	—		535,275		—
Accounts Receivable Securitization Facility	Accounts Receivable Securitization Facility	3.57%	211,500		—		June 2023	Accounts Receivable Securitization Facility	5.55%	166,000		209,500		June 2023
			3,911,850		3,368,634					3,847,750		3,872,275
Less long-term debt issuance costs			13,211		17,543
Less long-term debt issuance costs and debt discount								Less long-term debt issuance costs and debt discount		40,055		13,198
Less current maturities	Less current maturities		242,750		25,000			Less current maturities		218,750		247,000
			$	3,655,889	$	3,326,091				$	3,588,945	$	3,612,077

Debt Refinancing and Amendments

In the quarter ended April 1, 2023, the Company refinanced its debt structure to provide greater near-term financial flexibility given the uncertainty within the current macroeconomic environment. The refinancing consisted of entering into a new senior secured term loan B facility in an aggregate principal amount of $900,000 due in 2030 (the “Term Loan B”), issuing $600,000 aggregate principal amount of 9.000% senior unsecured notes due in 2031 (the “9.000% Senior Notes”) and redeeming the Company’s 4.625% senior notes due in May 2024 (the “4.625% Senior Notes”) and 3.5% senior notes due in June 2024 (the “3.5% Senior Notes”).

In the quarter ended April 1, 2023, the Company used the net proceeds from borrowings under the Term Loan B together with the net proceeds from the offering of the 9.000% Senior Notes to redeem all of its outstanding 4.625% Senior Notes and 3.5% Senior Notes and pay the related fees and expenses which resulted in total charges of $8,466. The charges, which are recorded in the “Other expenses” line in the Condensed Consolidated Statements of Income, included a payment of $4,632 for a required make-whole premium related to the redemption of the 3.5% Senior Notes, a non-cash charge of $1,654 for the write-off of unamortized debt issuance costs related to the redemption of the 3.5% Senior Notes and a non-cash charge of $2,180 for the write-off of unamortized debt issuance costs related to the redemption of the 4.625% Senior Notes. The refinancing activities resulted in a debt discount of $9,000 related to the Term Loan B and total capitalized debt issuance costs of $22,417 which included $11,715 related to the Term Loan B and $10,702 related to the 9.000% Senior Notes. The debt discount and debt issuance costs are amortized into interest expense over the respective terms of the debt instruments. 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.

Term Loan B

In March 2023, the Company entered into the Term Loan B as an incremental term loan facility under the credit agreement that governs the Company’s existing Senior Secured Credit Facility. The issuance of the Term Loan B resulted in proceeds, net of the debt discount of $9,000 and debt issuance costs of $11,715, of approximately $879,285. The Term Loan B bears interest based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 3.75%, subject to a floor of 0.50%. The Term Loan B Facility is guaranteed by each domestic subsidiary of the Company which guarantees the other facilities under the Senior Secured Credit Facility (the “U.S. Subsidiary Guarantors”) and is secured by substantially all of the assets of the Company and the U.S. Subsidiary Guarantors, on a pari passu basis with the other facilities under the Senior Secured Credit Facility. Outstanding borrowings under the Term Loan B are repayable in 0.25% quarterly installments, with the remainder of the outstanding principal to be repaid at maturity. If the Term Loan B is repriced or refinanced on or prior to the six month anniversary of its funding and as a result of such repricing or refinancing the effective interest rate of the Term Loan B decreases, the Company shall be required to pay a prepayment fee equal to 1.0% of the aggregate principal amount of the

Table of Contents

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

Term Loan B subject to such repricing or refinancing. Additionally, the Company is required to prepay any outstanding amounts in connection with (i) the incurrence of certain indebtedness and (ii) non-ordinary course asset sales or other dispositions (including as a result of casualty or condemnation) that exceed certain thresholds in any period of twelve-consecutive months, with customary reinvestment provisions. The Term Loan B also requires the Company, as applicable, to prepay any outstanding term loans under the Term Loan B in connection with excess cash flow, which percentage will be based upon the Company’s leverage ratio during the relevant fiscal period. All such prepayments will be made on a pro rata basis under each of the applicable term loans that are subject to such prepayments. The Term Loan B matures on March 8, 2030.

9.000% Senior Notes

In February 2023, the Company issued the 9.000% Senior Notes, with interest payable on February 15 and August 15 of each year. The issuance of the 9.000% Senior Notes resulted in proceeds, net of debt issuance costs of $10,702, of approximately $589,298. The 9.000% Senior Notes will mature on February 15, 2031.

Prior to February 15, 2026, the Company has the right to redeem all or of a portion of the 9.000% Senior Notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, prior to February 15, 2026, the Company may on any one or more occasions redeem up to 40% of the notes with the net proceeds from certain equity offerings at a redemption price equal to 109.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On and after February 15, 2026, the Company has the right to redeem all or a portion of the 9.000% Senior Notes, at the redemption prices set forth in the indenture governing the 9.000% Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In the event of a change of control of the Company and a rating downgrade, the Company will be required to offer to repurchase all outstanding 9.000% Senior Notes at a purchase price in cash equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The 9.000% Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company and certain of its domestic subsidiaries that guarantee its credit facilities and certain other material indebtedness. The indenture contains customary covenants and events of default. The 9.000% Senior Notes were issued in a transaction exempt from registration under the Securities Act of 1933 and do not require disclosure of separate financial information for the guarantor subsidiaries.

Senior Secured Credit Facility Amendments

In November 2022 and in February 2023, given the economic conditions and the associated impact on earnings, the Company amended the credit agreement governing its Senior Secured Credit Facility to modify the financial covenants in order to avoid a potential covenant violation and to provide operating flexibility. The amendments effect changes to certain provisions and covenants under the Senior Secured Credit Facility during the period beginning with the fiscal quarter ended December 31, 2022 and continuing through the fiscal quarter ending March 30, 2024 or such earlier date as the Company may elect (such period of time, the “Covenant Relief Period”), including: (a) an increase in the maximum consolidated net total leverage ratio to 5.25 to 1.00 for the quarter ended December 31, 2022, 6.75 to 1.00 for the quarter ending April 1, 2023, 7.25 to 1.00 for the quarter ending July 1, 2023, 6.75 to 1.00 for the quarter ending September 30, 2023, 5.25 to 1.00 for the quarter ending December 30, 2023, and 5.00 to 1.00 for the quarter ending March 30, 2024, and reverting back to 4.50 to 1.00 for each quarter after the Covenant Relief Period has ended; (b) a reduction of the minimum interest coverage ratio from 3.00 to 1.00 to 2.60 to 1.00 for the quarter ended December 31, 2022 and the quarter ending April 1, 2023, 2.00 to 1.00 for the quarters ending July 1, 2023, September 30, 2023 and December 30, 2023, and 2.50 to 1.00 for the quarter ending March 30, 2024, with an increase to 2.75 to 1.00 for each quarter after the Covenant Relief Period has ended; (c) suspension of restricted payments in connection with share repurchases; (d) suspension of restricted payments pursuant to the Company's leverage ratio-based and "Available Amount" restricted payments baskets, (e) a cap on annual dividend payments of $75,000, which will revert back to the greater of (x) $350,000 and (y) 8.0% of Total Tangible Assets after the Covenant Relief Period has ended; (f) suspension of the Company’s “Available Amount” basket for investments in foreign subsidiaries and other investments; (g) suspension of the 0.50 to 1.00 increase in the maximum permitted consolidated net total leverage ratio resulting from a material permitted acquisition; and (h) the addition of two new tiers to the top of the pricing grid if the maximum consolidated net total leverage ratio exceeds 5.00 to 1.00 and 5.50 to 1.00. In conjunction with the Second Amendment, the Company transitioned the Senior Secured Credit Facility from LIBOR to SOFR with a 10 basis points credit spread adjustment already included in the Senior Secured Credit Facility. In addition, the Third Amendment limits the Company's ability to incur incremental secured indebtedness during the Covenant Relief Period to $1,750,000, subject to compliance with the financial covenants.

Table of Contents

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

Other Debt Related Activity

As of ~~October~~April 1, ~~2022,~~2023, the Company had ~~$560,028~~$682,360 of borrowing availability under the $1,000,000 Revolving Loan Facility after taking into account ~~$429,000~~$313,000 of USD revolver loans and ~~$10,972~~$4,640 of standby and trade letters of credit issued and outstanding under this facility.

The Company’s accounts receivable securitization facility (the “ARS Facility”) entered into in November 2007 was amended in June 2022. The latest amendment increased the fluctuating facility limit to $225,000 (previously $175,000) and extended the maturity date to June 2023. Additionally, the amendment changed the Company’s interest rate option as defined in the ARS Facility from the rate announced from time to time by PNC Bank, N.A. as its prime rate or ~~the London Interbank Offered Rate (“LIBOR”)~~LIBOR to the rate announced from time to time by PNC Bank, N.A. as its prime rate or ~~the Secured Overnight Financing Rate (“SOFR”)~~SOFR and increased certain receivables to the pledged collateral pool for the facility. Borrowings under the

~~Table of Contents~~

~~HANESBRANDS INC.~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~(amounts in thousands, except per share data)~~

~~(unaudited)~~

Company’s ARS Facility are permitted only to the extent that the face of the receivables in the collateral pool, net of applicable concentrations, reserves and other deductions, exceeds the outstanding loans and also subject to a quarterly fluctuating facility limit, which is not to exceed ~~$225,000.~~$200,000 for quarter ended April 1, 2023. The Company’s maximum borrowing capacity ~~as per the fluctuating limit~~ under the ARS Facility was ~~$225,000~~$169,406 as of ~~October~~April 1, ~~2022.~~2023. The Company had ~~$13,500~~$3,406 of borrowing availability under the ARS Facility at ~~October~~April 1, ~~2022.~~2023.

The Company had ~~$36,121~~$44,383 of borrowing availability under other international credit facilities after taking into account outstanding borrowings and letters of credit outstanding under the applicable facilities at ~~October~~April 1, ~~2022.~~2023.

As of ~~October~~April 1, ~~2022,~~2023, 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, 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.

In November 2022, given the uncertain economic environment and the associated impact on future earnings, the Company amended the credit agreement governing its Senior Secured Credit Facility prior to any potential covenant violation in order to modify the financial covenants and to provide operating flexibility. The amendment effects changes to certain provisions and covenants under the Senior Secured Credit Facility during the period beginning with the fiscal quarter ending December 31, 2022 and continuing through the fiscal quarter ending December 30, 2023 (such period of time, the “Covenant Relief Period”), including: (a) an increase in the maximum leverage ratio from 4.50 to 1.00 to 5.25 to 1.00 for the quarter ended December 31, 2022, 5.75 to 1.00 for the quarters ending April 1, 2023 through September 30, 2023 and 5.25 to 1.00 for the quarter ending December 30, 2023 reverting back to 4.50 to 1.00 for each quarter after the Covenant Relief Period; (b) a reduction of the minimum interest coverage ratio from 3.00 to 1.00 to 2.60 to 1.00 for the quarters ending December 31, 2022 through December 30, 2023 with an increase to 2.75 to 1.00 for each quarter after the Covenant Relief Period; (c) a cap on dividend payments of $250,000 which will revert back to the current amounts after the Covenant Relief Period; (d) the addition of two new tiers to the top of the pricing grid if the maximum leverage ratio exceeds 5.00 to 1.00 and 5.50 to 1.00; and (e) the 0.50 increase in the maximum leverage ratio resulting from a material permitted acquisition is suspended through the Covenant Relief Period. In conjunction with this amendment, the Company will transition the Senior Secured Credit Facility from LIBOR to SOFR with a 10 basis points credit spread adjustment already included in the Senior Secured Credit Facility. After obtaining the debt amendment, the Company expects to maintain compliance with its covenants for at least one year from the issuance of these financial statements based on its current expectations and forecasts. If economic conditions worsen and the Company’s earnings and operating cash flows do not start to recover as currently estimated by management, this could impact the Company’s ability to maintain compliance with its amended financial covenants and require the Company to seek additional amendments to its Senior Secured Credit Facility. If the Company is not able to obtain such necessary additional amendments, this would lead to an event of default and, if not cured timely, its lenders could require the Company to repay its outstanding debt. In that situation, the Company may not be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay the lenders.

(8) Income Taxes

~~The Company’s~~In the quarter ended April 1, 2023, income tax expense was $18,500 resulting in an effective income tax rate of (116.3)%. and in the quarter ended April 2, 2022, income tax expense was ~~17.0% and 7.9% for the quarters ended October 1, 2022 and October 2, 2021, respectively. The Company’s~~$23,385 resulting in an effective income tax rate ~~was~~of 17.0% ~~and 10.9% for the nine months ended October 1, 2022 and October 2, 2021, respectively.~~. The ~~higher~~Company's effective tax rate for the quarter ended ~~October~~April 1, ~~2022 was~~2023 primarily differs from the U.S. statutory rate due to ~~non-recurring~~valuation allowances against certain net deferred tax assets. Additionally, the Company had unfavorable discrete ~~tax charges totaling $3,174 for adjustments related to prior period tax returns during the third quarter~~items of ~~2022 versus discrete tax benefits of $3,814~~$7,544 and $1,874 for the ~~release~~quarters ended April 1, 2023 and April 2, 2022, respectively.

The Organization for Economic Co-operation and Development (the “OECD”), an international association of ~~uncertain~~38 countries including the U.S., has proposed changes to numerous long-standing tax ~~benefits and $4,851 for adjustments related~~principles, including a global minimum tax initiative. On December 12, 2022, the European Union member states agreed to ~~prior period tax returns and approval of certain filings by taxing authorities during~~implement the ~~third quarter of 2021. The higher effective~~OECD’s Pillar 2 global corporate minimum tax rate ~~for~~of 15% on companies with revenues of at least $790,000, which would go into effect in 2024. Currently, South Korea and Japan are the ~~nine months ended October 1, 2022 was primarily due~~only countries to ~~non-recurring discrete~~enact legislation consistent with the rules, while other countries including the United Kingdom, Switzerland, Canada and Australia are also actively considering changes to their tax ~~charges~~laws to adopt certain parts of ~~$9,217 for assessments and adjustments for prior period tax returns and measurement of deferred tax liabilities during~~ the ~~nine months of 2022 versus non-recurring discrete tax benefits of $11,360 for~~OECD’s proposals. The Company will continue to monitor the ~~release of~~reserves for unrecognized tax benefits and $4,392 for adjustments related to prior period tax returns and approval of certain filings by taxing authorities, partially offset by a discrete charge for changes in valuation allowances of $4,636 during the nine months of 2021.

~~Table of Contents~~

~~HANESBRANDS INC.~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~(amounts in thousands, except per share data)~~

~~(unaudited)~~

developing laws.

In August 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IR Act”), which, among other things, introduces a 15% minimum tax based on adjusted financial statement income of certain large corporations with a three year average adjusted financial statement income in excess of $1,000,000, a 1% excise tax on the fair market stock repurchases by covered corporations and several tax incentives to promote clean energy. The Company is continuing to evaluate the IR Act and its potential impact on future periods, and at this time the Company does not expect the IR Act to have a material impact on its consolidated financial statements.

Table of Contents

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

(9) Accumulated Other Comprehensive Loss

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

Cumulative Translation Adjustment(1)
Cash Flow Hedges Defined Benefit Plans Income Taxes Accumulated Other Comprehensive Loss
Balance at July 2, 2022 $ (228,826) $ 16,343 $ (558,153) $ 140,874 $ (629,762)
Amounts reclassified from accumulated other comprehensive loss — 17,917 5,202 (4,109) 19,010
Current-period other comprehensive income (loss) activity (76,756) (14,331) 258 1,658 (89,171)
Total other comprehensive income (loss) (76,756) 3,586 5,460 (2,451) (70,161)
Balance at October 1, 2022 $ (305,582) $ 19,929 $ (552,693) $ 138,423 $ (699,923)
Cumulative Translation Adjustment(1)
Cash Flow Hedges Defined Benefit Plans Income Taxes Accumulated Other Comprehensive Loss
Balance at January 1, 2022 $ (134,001) $ 5,244 $ (569,161) $ 146,315 $ (551,603)
Amounts reclassified from accumulated other comprehensive loss (13,473) 45,345 16,023 (10,935) 36,960
Current-period other comprehensive income (loss) activity (158,108) (30,660) 445 3,043 (185,280)
Total other comprehensive income (loss) (171,581) 14,685 16,468 (7,892) (148,320)
Balance at October 1, 2022 $ (305,582) $ 19,929 $ (552,693) $ 138,423 $ (699,923)


	Cumulative Translation Adjustment(1)		Cash Flow Hedges		Defined Benefit Plans		Income Taxes		Accumulated Other Comprehensive Loss
Balance at December 31, 2022	$	(228,803)	$	8,709	$	(437,353)	$	145,439	$	(512,008)
Amounts reclassified from accumulated other comprehensive loss	—		(4,974)		4,077		1,243		346
Current-period other comprehensive loss activity	(9,056)		(17,611)		(12)		(181)		(26,860)
Total other comprehensive income (loss)	(9,056)		(22,585)		4,065		1,062		(26,514)

Balance at April 1, 2023	$	(237,859)	$	(13,876)	$	(433,288)	$	146,501	$	(538,522)

(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.

~~Table of Contents~~

~~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 July 3, 2021 $ (89,252) $ (8,826) $ (654,048) $ 171,198 $ (580,928)
Amounts reclassified from accumulated other comprehensive loss — 14,905 6,179 (3,980) 17,104
Current-period other comprehensive income (loss) activity (42,330) (5,144) 274 (304) (47,504)
Total other comprehensive income (loss) (42,330) 9,761 6,453 (4,284) (30,400)
Balance at October 2, 2021 $ (131,582) $ 935 $ (647,595) $ 166,914 $ (611,328)


		Cumulative Translation Adjustment(1)		Cash Flow Hedges		Defined Benefit Plans		Income Taxes		Accumulated Other Comprehensive Loss			Cumulative Translation Adjustment(1)		Cash Flow Hedges		Defined Benefit Plans		Income Taxes		Accumulated Other Comprehensive Loss
Balance at January 2, 2021		$	(52,820)	$	(26,538)	$	(668,730)	$	181,129	$	(566,959)
Balance at January 1, 2022												Balance at January 1, 2022	$	(134,001)	$	5,244	$	(569,161)	$	146,315	$	(551,603)
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	—		24,818		19,286		(9,977)		34,127		Amounts reclassified from accumulated other comprehensive loss	(13,473)		9,789		5,618		(2,778)		(844)
Current-period other comprehensive income (loss) activity	Current-period other comprehensive income (loss) activity	(78,762)		2,655		1,849		(4,238)		(78,496)		Current-period other comprehensive income (loss) activity	40,770		(7,404)		(40)		2,430		35,756
Total other comprehensive income (loss)	Total other comprehensive income (loss)	(78,762)		27,473		21,135		(14,215)		(44,369)		Total other comprehensive income (loss)	27,297		2,385		5,578		(348)		34,912

Balance at October 2, 2021		$	(131,582)	$	935	$	(647,595)	$	166,914	$	(611,328)
Balance at April 2, 2022												Balance at April 2, 2022	$	(106,704)	$	7,629	$	(563,583)	$	145,967	$	(516,691)

(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.

1816

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

The Company had the following reclassifications out of AOCI:


Component of AOCI	Component of AOCI	Location of Reclassification into Income	Amount of Reclassification from AOCI								Component of AOCI	Location of Reclassification into Income	Amount of Reclassification from AOCI
			Quarters Ended				Nine Months Ended						Quarters Ended
			October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021				April 1, 2023		April 2, 2022
Write-off of cumulative translation associated with sale of business	Write-off of cumulative translation associated with sale of business	Income (loss) from discontinued operations, net of tax	$	—	$	—	$	13,473	$	—	Write-off of cumulative translation associated with sale of business	Income from discontinued operations, net of tax	$	—	$	13,473

Gain (loss) on forward foreign exchange contracts designated as cash flow hedges	Gain (loss) on forward foreign exchange contracts designated as cash flow hedges	Cost of sales	2,516		(4,506)		6,790		(14,161)		Gain (loss) on forward foreign exchange contracts designated as cash flow hedges	Cost of sales	3,410		1,612
		Income tax	(730)		1,203		(2,008)		3,855			Income tax	(1,123)		(508)
		Income (loss) from discontinued operations, net of tax	—		(876)		(232)		(2,398)			Income from discontinued operations, net of tax	—		(232)
		Net of tax	1,786		(4,179)		4,550		(12,704)			Net of tax	2,287		872

Gain on interest rate contracts designated as cash flow hedges											Gain on interest rate contracts designated as cash flow hedges	Interest expense, net	10		—
												Income tax	—		—
												Net of tax	10		—

Gain (loss) on cross-currency swap contracts designated as cash flow hedges	Gain (loss) on cross-currency swap contracts designated as cash flow hedges	Selling, general and administrative expenses	(18,764)		(8,134)		(47,118)		(5,523)		Gain (loss) on cross-currency swap contracts designated as cash flow hedges	Selling, general and administrative expenses	973		(9,733)
		Interest expense, net	(1,669)		(1,187)		(4,710)		(2,205)			Interest expense, net	581		(1,361)
		Income tax	3,474		996		8,811		773			Income tax	—		1,886
		Net of tax	(16,959)		(8,325)		(43,017)		(6,955)			Net of tax	1,554		(9,208)

Amortization of deferred actuarial loss and prior service cost	Amortization of deferred actuarial loss and prior service cost	Other expenses	(5,202)		(6,026)		(15,608)		(19,814)		Amortization of deferred actuarial loss and prior service cost	Other expenses	(4,077)		(5,203)
		Income tax	1,365		1,580		4,102		4,922			Income tax	(120)		1,370
		Income (loss) from discontinued operations, net of tax	—		(154)		—		424
Pension activity associated with sale of business	Pension activity associated with sale of business	Income (loss) from discontinued operations, net of tax	—		—		(460)		—		Pension activity associated with sale of business	Income from discontinued operations, net of tax	—		(460)
		Net of tax	(3,837)		(4,600)		(11,966)		(14,468)			Net of tax	(4,197)		(4,293)

Total reclassifications	Total reclassifications		$	(19,010)	$	(17,104)	$	(36,960)	$	(34,127)	Total reclassifications		$	(346)	$	844

(10) Financial Instruments and Risk Management

The Company uses forward foreign exchange contracts and cross-currency swap contracts to manage its exposures to movements in foreign exchange rates primarily related to the Euro, Australian dollar, ~~Euro,~~ Canadian dollar and Mexican ~~peso.~~peso and interest rate contracts to manage its exposures to movements in interest rates. The Company also uses a combination of cross-currency swap contracts and long-term debt to manage its exposure to foreign currency risk associated with the Company’s net investment in its European subsidiaries.


		Hedge Type	October 1, 2022		January 1, 2022			Hedge Type	April 1, 2023		December 31, 2022
U.S. dollar equivalent notional amount of derivative instruments:	U.S. dollar equivalent notional amount of derivative instruments:						U.S. dollar equivalent notional amount of derivative instruments:
Forward foreign exchange contracts	Forward foreign exchange contracts	Cash Flow and Mark to Market	$	256,748	$	308,071	Forward foreign exchange contracts	Cash Flow and Mark to Market	$	348,595	$	397,908
Interest rate contracts							Interest rate contracts	Cash Flow	$	900,000	$	—
Cross-currency swap contracts	Cross-currency swap contracts	Cash Flow	$	352,920	$	352,920	Cross-currency swap contracts	Cash Flow	$	—	$	352,920
Cross-currency swap contracts	Cross-currency swap contracts	Net Investment	$	335,940	$	335,940	Cross-currency swap contracts	Net Investment	$	—	$	335,940

1917

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

Fair Values of Derivative Instruments

The fair values of derivative instruments related to forward foreign exchange contracts, ~~and~~ cross-currency swap contracts and interest rate contracts recognized in the Condensed Consolidated Balance Sheets of the Company were as follows:


		Balance Sheet Location	Fair Value					Balance Sheet Location	Fair Value
			October 1, 2022		January 1, 2022				April 1, 2023		December 31, 2022
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:						Derivatives designated as hedging instruments:
Forward foreign exchange contracts	Forward foreign exchange contracts	Other current assets	$	7,337	$	2,898	Forward foreign exchange contracts	Other current assets	$	2,575	$	1,892
Interest rate contracts							Interest rate contracts	Other current assets	10		—
Cross-currency swap contracts	Cross-currency swap contracts	Other current assets	3,291		974		Cross-currency swap contracts	Other current assets	—		1,033
Forward foreign exchange contracts	Forward foreign exchange contracts	Other noncurrent assets	—		83		Forward foreign exchange contracts	Other noncurrent assets	—		110
Cross-currency swap contracts	Cross-currency swap contracts	Other noncurrent assets	41,709		1,979		Cross-currency swap contracts	Other noncurrent assets	—		16,477
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Forward foreign exchange contracts	Forward foreign exchange contracts	Other current assets	15,444		5,439		Forward foreign exchange contracts	Other current assets	2,707		5,402
Total derivative assets	Total derivative assets		67,781		11,373		Total derivative assets		5,292		24,914

Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:						Derivatives designated as hedging instruments:
Forward foreign exchange contracts	Forward foreign exchange contracts	Accrued liabilities	(164)		(349)		Forward foreign exchange contracts	Accrued liabilities	(1,684)		(1,263)
Cross-currency swap contracts	Cross-currency swap contracts	Accrued liabilities	(1,952)		(222)		Cross-currency swap contracts	Accrued liabilities	—		(252)
Forward foreign exchange contracts	Forward foreign exchange contracts	Other noncurrent liabilities	—		(14)		Forward foreign exchange contracts	Other noncurrent liabilities	—		(178)
Interest rate contracts							Interest rate contracts	Other noncurrent liabilities	(14,684)		—
Cross-currency swap contracts	Cross-currency swap contracts	Other noncurrent liabilities	(51,658)		(11,387)		Cross-currency swap contracts	Other noncurrent liabilities	—		(27,753)
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Forward foreign exchange contracts	Forward foreign exchange contracts	Accrued liabilities	(677)		(331)		Forward foreign exchange contracts	Accrued liabilities	(4,013)		(4,841)
Total derivative liabilities	Total derivative liabilities		(54,451)		(12,303)		Total derivative liabilities		(20,381)		(34,287)

Net derivative asset/(liability)			$	13,330	$	(930)
Net derivative liability							Net derivative liability		$	(15,089)	$	(9,373)

Cash Flow Hedges

The Company uses forward foreign exchange contracts and 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.

On April 1, 2021, in connection with a reduction in the amount of the 3.5% Senior Notes designated in the European net investment hedge discussed below, the Company entered into three pay-fixed rate, receive-fixed rate cross-currency swap contracts with a total notional amount of €300,000. The Company designated these cross-currency swap contracts to hedge the undesignated portion of the foreign currency cash flow exposure related to the Company’s 3.5% Senior ~~Notes, which had a carrying amount of €500,000 as of October 1, 2022.~~Notes. These cross-currency swap contracts, ~~which mature on June 15, 2024, swap~~swapped Euro-denominated interest payments for U.S. dollar-denominated interest payments, thereby economically converting €300,000 of the Company’s €500,000 fixed-rate 3.5% Senior Notes to a fixed-rate 4.7945% USD-denominated obligation. In February 2023, in connection with the redemption of the 3.5% Senior Notes, the Company unwound these cross-currency swap contracts, which had an original maturity date of June 15, 2024. The Company paid $30,935 to settle the cross-currency swap contracts, which was reported in “Net cash from operating activities” in the Condensed Consolidated Statements of Cash Flows. The remaining gain in AOCI of $1,254 was released into earnings at the time of settlement and is recorded in the “Interest expense, net” line in the Condensed Consolidated Statements of Income.

In March 2023, the Company entered into an interest rate contract with a total notional amount of $900,000, which amortizes 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.

The Company expects to reclassify into earnings during the next 12 months a net gain from AOCI of approximately ~~$5,391.~~$4,312. The Company is hedging exposure to the variability in future foreign currency-denominated cash flows for forecasted transactions over the next 1211 months and ~~for long-term~~the variability in future interest payments on debt over the next 2136 months.

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

Amount of Gain (Loss) Recognized in AOCI on Derivative Instruments
Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Forward foreign exchange contracts $ 4,828 $ 4,827 $ 14,321 $ 11,921
Cross-currency swap contracts (19,159) (9,971) (44,981) (9,266)
Total $ (14,331) $ (5,144) $ (30,660) $ 2,655

2018

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

Location of Gain (Loss)
Reclassified from AOCI
into Income Amount of Gain (Loss) Reclassified from AOCI into Income
Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Forward foreign exchange contracts(1)
Cost of sales $ 2,516 $ (4,506) $ 6,790 $ (14,161)
Forward foreign exchange contracts(1)
Income (loss) from discontinued operations, net of tax — (1,078) (307) (2,929)
Cross-currency swap contracts(1)
Selling, general and administrative expenses (18,764) (8,134) (47,118) (5,523)
Cross-currency swap contracts(1)
Interest expense, net (1,669) (1,187) (4,710) (2,205)
Total $ (17,917) $ (14,905) $ (45,345) $ (24,818)
The effect of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Income and AOCI is as follows:


	Amount of Gain (Loss) Recognized in AOCI on Derivative Instruments
	Quarters Ended
	April 1, 2023		April 2, 2022
Forward foreign exchange contracts	$	(72)	$	(3,186)
Interest rate contracts	(14,674)		—
Cross-currency swap contracts	(2,865)		(4,218)

Total	$	(17,611)	$	(7,404)


	Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
		Quarters Ended
		April 1, 2023		April 2, 2022


Forward foreign exchange contracts(1)	Cost of sales	$	3,410	$	1,612
Forward foreign exchange contracts(1)	Income from discontinued operations, net of tax	—		(307)
Interest rate contracts	Interest expense, net	10		—
Cross-currency swap contracts(1)	Selling, general and administrative expenses	973		(9,733)
Cross-currency swap contracts(1)	Interest expense, net	581		(1,361)

Total		$	4,974	$	(9,789)

(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 Income in which the effects of cash flow hedges are recorded:


		Quarters Ended				Nine Months Ended					Quarters Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			April 1, 2023		April 2, 2022
Cost of sales	Cost of sales	$	1,107,889	$	1,089,890	$	3,041,233	$	3,064,920	Cost of sales	$	939,717	$	991,978
Selling, general and administrative expenses	Selling, general and administrative expenses	$	421,408	$	465,015	$	1,259,921	$	1,341,809	Selling, general and administrative expenses	$	392,374	$	413,666
Interest expense, net	Interest expense, net	$	41,721	$	40,860	$	107,408	$	127,760	Interest expense, net	$	58,452	$	31,963
Income (loss) from discontinued operations, net of tax		$	—	$	(24,970)	$	3,965	$	(435,823)
Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	$	—	$	4,525

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 ~~mature on~~had an original maturity date of May 15, 2024, ~~swap~~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.

In July 2019, the Company also designated the full amount of its 3.5% Senior Notes with a carrying value of €500,000, which iswas 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. As of ~~October 1, 2022 and January 1,~~December 31, 2022, the U.S. dollar equivalent carrying value of Euro-denominated long-term debt designated as a partial European net investment hedge was ~~$196,040~~$214,110. 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 ~~$227,454, respectively.~~unwound these cross-currency swap contracts. The Company received $18,942 to settle the cross-currency swap contracts, which was reported in “Net cash from investing activities” in the Condensed Consolidated Statement of Cash Flows. There was a cumulative gain of $5,525 from the designated portion of the 3.5% Senior

Table of Contents

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

Notes and a cumulative gain of $19,001 from the cross-currency swap contracts that will remain in cumulative translation adjustment, a component of AOCI, until the net investment in the Company’s EUR-functional subsidiaries is sold, liquidated, or substantially liquidated. The Company does not have any derivative or nonderivative financial instruments designated as net investment hedges as of April 1, 2023.

The amount of after-tax gains (losses) included in AOCI in the Condensed Consolidated Balance Sheets related to derivative instruments and nonderivative financial instruments designated as net investment hedges are as follows:

Amount of Gain (Loss) Recognized in AOCI
Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Euro-denominated long-term debt $ 9,109 $ 3,966 $ 22,872 $ 21,722
Cross-currency swap contracts 13,383 5,650 29,460 10,957
Total $ 22,492 $ 9,616 $ 52,332 $ 32,679

~~Table of Contents~~

~~HANESBRANDS INC.~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~(amounts in thousands, except per share data)~~

~~(unaudited)~~


	Amount of Gain (Loss) Recognized in AOCI
	Quarters Ended
	April 1, 2023		April 2, 2022
Euro-denominated long-term debt	$	(469)	$	4,721
Cross-currency swap contracts	531		1,932
Total	$	62	$	6,653

The effect of derivative and non-derivative instruments designated as net investment hedges on the Condensed Consolidated Statements of Income are as follows:


		Location of Gain (Loss) Reclassified from AOCI into Income		Amount of Gain (Loss) Reclassified from AOCI into Income																Location of Gain (Loss) Reclassified from AOCI into Income			Amount of Gain (Loss) Reclassified from AOCI into Income
			Quarters Ended							Nine Months Ended												Quarters Ended
			October 1, 2022			October 2, 2021				October 1, 2022				October 2, 2021								April 1, 2023			April 2, 2022
Euro-denominated long-term debt	Euro-denominated long-term debt		Income (loss) from discontinued operations, net of tax			$	—			$	—			$	(13,348)			$	—		Euro-denominated long-term debt	Income from discontinued operations, net of tax			$	—			$	(13,348)
Cross-currency swap contracts	Cross-currency swap contracts		Income (loss) from discontinued operations, net of tax			—				—				(2,505)				—			Cross-currency swap contracts	Income from discontinued operations, net of tax			—				(2,505)
Cross-currency swap contracts (amounts excluded from effectiveness testing)	Cross-currency swap contracts (amounts excluded from effectiveness testing)	Interest expense, net		2,209				1,870				6,449				5,484		Cross-currency swap contracts (amounts excluded from effectiveness testing)		Interest expense, net			960				2,012
Total	Total			$	2,209			$	1,870			$	(9,404)			$	5,484	Total					$	960			$	(13,841)

The following table presents the amounts in the Condensed Consolidated Statements of Income in which the effects of net investment hedges are recorded:


		Quarters Ended				Nine Months Ended					Quarters Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			April 1, 2023		April 2, 2022
Income (loss) from discontinued operations, net of tax		$	—	$	(24,970)	$	3,965	$	(435,823)
Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	$	—	$	4,525
Interest expense, net (amounts excluded from effectiveness testing)	Interest expense, net (amounts excluded from effectiveness testing)	$	41,721	$	40,860	$	107,408	$	127,760	Interest expense, net (amounts excluded from effectiveness testing)	$	58,452	$	31,963

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 Income is as follows:~~

Location of Gain (Loss)
Recognized in Income
on Derivatives Amount of Gain (Loss) Recognized in Income
Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Forward foreign exchange contracts Cost of sales $ (1,602) $ 6,087 $ 1,037 $ 24,711
Forward foreign exchange contracts Selling, general and administrative expenses 41 (597) (145) 2,494
Forward foreign exchange contracts Income (loss) from discontinued operations, net of tax — 859 — 4,812
Total $ (1,561) $ 6,349 $ 892 $ 32,017

2220

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

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


	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income
		Quarters Ended
		April 1, 2023		April 2, 2022
Forward foreign exchange contracts	Cost of sales	$	(2,260)	$	(4,202)
Forward foreign exchange contracts	Selling, general and administrative expenses	848		292
Total		$	(1,412)	$	(3,910)

(11) Fair Value of Assets and Liabilities

As of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, 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, cross-currency swap 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 values of cross-currency swap and interest rate derivative contracts are determined using the cash flows of the ~~swap~~ contracts, discount rates to account for the passage of time, current foreign exchange and interest rate market data and credit risk, 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 the nine months~~ ended ~~October~~April 1, ~~2022~~2023 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 the nine months~~ ended ~~October~~April 1, ~~2022,~~2023, 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.

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


		Assets (Liabilities) at Fair Value as of October 1, 2022									Assets (Liabilities) at Fair Value as of April 1, 2023
		Total		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			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	Forward foreign exchange contracts - assets	$	22,781	$	—	$	22,781	$	—	Forward foreign exchange contracts - assets	$	5,282	$	—	$	5,282	$	—
Cross-currency swap contracts - assets		45,000		—		45,000		—
Interest rate contracts - assets										Interest rate contracts - assets	10		—		10		—

Forward foreign exchange contracts - liabilities	Forward foreign exchange contracts - liabilities	(841)		—		(841)		—		Forward foreign exchange contracts - liabilities	(5,697)		—		(5,697)		—
Cross-currency swap contracts - liabilities		(53,610)		—		(53,610)		—
Interest rate contracts - liabilities										Interest rate contracts - liabilities	(14,684)		—		(14,684)		—

Total derivative contracts	Total derivative contracts	13,330		—		13,330		—		Total derivative contracts	(15,089)		—		(15,089)		—
Deferred compensation plan liability	Deferred compensation plan liability	(15,226)		—		(15,226)		—		Deferred compensation plan liability	(14,569)		—		(14,569)		—
Total	Total	$	(1,896)	$	—	$	(1,896)	$	—	Total	$	(29,658)	$	—	$	(29,658)	$	—

Assets (Liabilities) at Fair Value as of January 1, 2022
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 $ 8,420 $ — $ 8,420 $ —
Cross-currency swap contracts - assets 2,953 — 2,953 —
Forward foreign exchange contracts - liabilities (694) — (694) —
Cross-currency swap contracts - liabilities (11,609) — (11,609) —
Total derivative contracts (930) — (930) —
Deferred compensation plan liability (20,916) — (20,916) —
Total $ (21,846) $ — $ (21,846) $ —

2321

Table of Contents

HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)


	Assets (Liabilities) at Fair Value as of December 31, 2022
	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	$	7,404	$	—	$	7,404	$	—

Cross-currency swap contracts - assets	17,510		—		17,510		—
Forward foreign exchange contracts - liabilities	(6,282)		—		(6,282)		—

Cross-currency swap contracts - liabilities	(28,005)		—		(28,005)		—
Total derivative contracts	(9,373)		—		(9,373)		—
Deferred compensation plan liability	(16,096)		—		(16,096)		—
Total	$	(25,469)	$	—	$	(25,469)	$	—

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable approximated fair value as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022. The carrying amount of trade accounts receivable included allowance for doubtful accounts, chargebacks and other deductions of ~~$68,180~~$54,149 and ~~$61,948~~$52,023 as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, respectively. The fair value of debt, which is classified as a Level 2 liability, was ~~$3,690,064~~$3,792,033 and ~~$3,504,412~~$3,697,856 as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, respectively. Debt had a carrying value of ~~$3,911,850~~$3,847,750 and ~~$3,368,634~~$3,872,275 as of ~~October~~April 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, 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.

(12) Business Segment Information

The Company’s operations are managed and reported in three operating segments, each of which is a reportable segment for financial reporting purposes: Innerwear, Activewear and International. These segments are organized principally by product category and 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 U.S.-based outlet stores, U.S. Sheer Hosiery business and certain sales from its supply chain and transitional services with the European Innerwear business which was sold on March 5, 2022. In the fourth quarter of 2021, the Company reached the decision to divest its U.S. Sheer Hosiery business, including the L’eggs brand, as part of its strategy to streamline its portfolio under its Full Potential plan. See Note “Assets and Liabilities Held for Sale” for additional ~~information.~~information regarding the U.S. Sheer Hosiery business and the sale of the European Innerwear business.

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

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

•Activewear includes sales in the United States of branded products that are primarily seasonal in nature to both retailers and wholesalers, as well as licensed sports apparel and licensed logo apparel.

•International primarily includes sales of the Company’s innerwear and activewear products outside the United States, primarily in ~~Australasia,~~Australia, Europe, Asia, Latin America and Canada.

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

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 ~~January 1,~~December 31, 2022.


		Quarters Ended				Nine Months Ended					Quarters Ended
		October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021			April 1, 2023		April 2, 2022
Net sales:	Net sales:									Net sales:
Innerwear	Innerwear	$	625,082	$	702,617	$	1,889,807	$	2,053,702	Innerwear	$	553,067	$	578,947
Activewear	Activewear	461,043		462,499		1,178,380		1,230,691		Activewear	314,945		386,937
International	International	502,066		536,483		1,436,384		1,521,667		International	462,857		510,129
Other	Other	82,550		87,952		255,793		242,831		Other	58,541		100,143
Total net sales	Total net sales	$	1,670,741	$	1,789,551	$	4,760,364	$	5,048,891	Total net sales	$	1,389,410	$	1,576,156


	Quarters Ended
	April 1, 2023		April 2, 2022
Segment operating profit:
Innerwear	$	72,608	$	102,146
Activewear	9,974		48,984
International	51,349		89,438
Other	(4,874)		(671)
Total segment operating profit	129,057		239,897
Items not included in segment operating profit:
General corporate expenses	(58,626)		(57,228)
Restructuring and other action-related charges	(6,121)		(4,802)
Amortization of intangibles	(6,991)		(7,355)
Total operating profit	57,319		170,512
Other expenses	(14,771)		(987)
Interest expense, net	(58,452)		(31,963)
Income (loss) from continuing operations before income tax expense	$	(15,904)	$	137,562

The Company incurred restructuring and other action-related charges that were reported in the following lines in the Condensed Consolidated Statements of Income:


	Quarters Ended
	April 1, 2023		April 2, 2022
Cost of sales	$	4,523	$	499
Selling, general and administrative expenses	1,598		4,303
Total included in operating profit	6,121		4,802
Other expenses	8,350		—
Interest expense, net	(1,254)		—
Total included in income (loss) from continuing operations before income tax expense	13,217		4,802
Income tax expense	—		816
Total restructuring and other action-related charges	$	13,217	$	3,986

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HANESBRANDS INC.

Notes to Condensed Consolidated Financial Statements — (Continued)

(amounts in thousands, except per share data)

(unaudited)

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Segment operating profit:
Innerwear $ 99,797 $ 147,651 $ 343,602 $ 461,237
Activewear 53,491 76,172 125,332 177,813
International 69,890 86,371 215,281 235,451
Other 4,839 11,288 9,501 22,394
Total segment operating profit 228,017 321,482 693,716 896,895
Items not included in segment operating profit:
General corporate expenses (52,639) (50,226) (174,707) (164,734)
Restructuring and other action-related charges (26,451) (29,096) (37,633) (67,153)
Amortization of intangibles (7,483) (7,514) (22,166) (22,846)
Total operating profit 141,444 234,646 459,210 642,162
Other expenses (3,212) (1,811) (6,088) (6,227)
Interest expense, net (41,721) (40,860) (107,408) (127,760)
Income from continuing operations before income tax expense $ 96,511 $ 191,975 $ 345,714 $ 508,175

~~The Company incurred restructuring and other action-related charges that were reported in the following lines in the Condensed Consolidated Statements of Income:~~

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Cost of sales $ 13,102 $ (108) $ 14,133 $ 4,599
Selling, general and administrative expenses 13,349 29,204 23,500 62,554
Total included in operating profit 26,451 29,096 37,633 67,153
Income tax expense 4,493 17,933 6,394 31,138
Total restructuring and other action-related charges $ 21,958 $ 11,163 $ 31,239 $ 36,015

The components of restructuring and other action-related charges were as follows:

Quarters Ended Nine Months Ended
October 1,
2022 October 2,
2021 October 1,
2022 October 2,
2021
Full Potential Plan:
Professional services $ 6,020 $ 11,283 $ 21,014 $ 36,793
Supply chain segmentation 13,298 — 14,587 —
Technology 2,622 — 9,052 —
Impairment of intangible assets — — — 7,302
Operating model (18) 16,000 (1,112) 17,600
(Gain) loss on classification of assets held for sale 4,310 — (6,558) —
Other 219 1,813 650 5,458
Total included in operating profit 26,451 29,096 37,633 67,153
Discrete tax benefits — 11,802 — 19,097
Tax benefit effect on actions 4,493 6,131 6,394 12,041
Total benefit included in income tax expense 4,493 17,933 6,394 31,138
Total restructuring and other action-related charges $ 21,958 $ 11,163 $ 31,239 $ 36,015

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~~HANESBRANDS INC.~~

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~(amounts in thousands, except per share data)~~

~~(unaudited)~~


	Quarters Ended
	April 1, 2023		April 2, 2022
Full Potential Plan:
Supply chain segmentation	$	4,523	$	1,020
Technology	3,684		4,459
Professional services	40		7,908
Operating model	(1,091)		(1,919)
Gain on classification of assets held for sale	(2,139)		(6,528)
Other	1,104		(138)
Total included in operating profit	6,121		4,802
Loss on extinguishment of debt included in other expenses	8,466		—
Gain on final settlement of cross currency swap contracts included in other expenses	(116)		—
Gain on final settlement of cross currency swap contracts included in interest expense, net	(1,254)		—
Total included in income (loss) from continuing operations before income tax expense	13,217		4,802
Tax effect on actions included in income tax expense	—		816
Total restructuring and other action-related charges	$	13,217	$	3,986

Restructuring and other action-related charges within operating profit included ~~$26,451~~$6,121 and ~~$29,096~~$4,802 of charges related to the implementation of the Company’s Full Potential plan in the quarters ended ~~October~~April 1, ~~2022~~2023 and ~~October~~April 2, ~~2021,~~2022, respectively. Full Potential plan charges in the ~~quarter~~quarters ended ~~October~~April 1, 2023 and April 2, 2022 included ~~charges related to supply chain segmentation~~non-cash gains of $13,298 to position the Company’s manufacturing network to align with revenue growth opportunities of its Full Potential plan demand trends which is reflected in the “Cost of sales” line of the Condensed Consolidated Statements of Income$2,139 and ~~a non-cash loss of $4,310, which is reflected in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Income,~~$6,528, respectively, to adjust the valuation allowance related to the U.S. Sheer Hosiery business resulting ~~from an increase in carrying value due to changes in working capital.~~

Restructuring and other action-related charges within operating profit included $37,633 and $67,153 of charges related to the implementation of the Company’s Full Potential plan in the nine months ended October 1, 2022 and October 2, 2021, respectively. Full Potential plan charges in the nine months ended October 1, 2022 included charges related to supply chain segmentation of $14,587 to position the Company’s manufacturing network to align with revenue growth opportunities of its Full Potential plan demand trends which is reflected in the “Cost of sales” line of the Condensed Consolidated Statements of Income and a non-cash gain of $6,558, which is reflected in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Income, to adjust the valuation allowance related to the U.S. Sheer Hosiery business resultingprimarily from a decrease in carrying value due to changes in working capital. ~~Additionally, Full Potential plan charges in the nine months ended October 2, 2021 included impairment charges of $7,302, which~~These valuation allowance adjustments are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Income.

In the quarter ended April 1, 2023, the Company recorded a charge of $8,466 in restructuring and other action-related charges related to the redemption of its 4.625% Senior Notes and 3.5% Senior Notes. The charge, which is recorded in the “Other expenses” line in the Condensed Consolidated Statements of Income, included a payment of $4,632 for a required make-whole premium related to the ~~full impairment~~redemption of ~~an indefinite-lived trademark~~the 3.5% Senior Notes and a non-cash charge of $3,834 for the write-off of unamortized debt issuance costs related to ~~a specific brand within~~ the ~~European Innerwear business that was excluded from~~redemption of the ~~disposal group as it was not marketed~~4.625% Senior Notes and the 3.5% Senior Notes. See Note “Debt” for ~~sale.~~

Inadditional information. Additionally, in connection with the ~~third quarter and nine months~~redemption of ~~2021,~~the 3.5% Senior Notes, the Company ~~recorded a Full Potential plan charge~~unwound the related cross-currency swap contracts previously designated as cash flow hedges and the remaining gain in AOCI of ~~$16,000 for an action to resize its U.S. corporate office workforce through a voluntary retirement program~~$1,254 was released into earnings at the time of settlement which ~~was reflected~~is recorded in the ~~“Selling, general and administrative expenses”~~“Interest expense, net” line ofin the Condensed Consolidated Statements of ~~Income and in the “Operating model” line of the restructuring and other action-related charges table above.~~ Income. See Note “Financial Instruments” for additional information.

At ~~January 1,~~December 31, 2022, the Company had an accrual of $16,170 for ~~employee termination and other benefits~~expected benefit payments related to ~~the Company’s 2021 voluntary retirement program was $15,688.~~actions taken in prior years. During the quarter ~~and nine months~~ ended ~~October~~April 1, ~~2022,~~2023, the Company approved actions to ~~position~~align the Company’s manufacturing network ~~to align~~and support with ~~revenue growth opportunities of~~ its Full Potential plan ~~demand trends~~initiatives and incurred charges of ~~$7,170~~$1,600 for employee termination and other benefits for employees affected by the actions which are reflected in the “Cost of sales” line in the Condensed Consolidated Statement of Income and in the ~~Supply~~“Supply chain ~~segmentation~~segmentation” line in the restructuring and other action-related charges table above. During the ~~nine months~~quarter ended ~~October~~April 1, ~~2022,~~2023, the Company made benefit payments and other adjustments of ~~$12,070, have been made,~~$4,135, resulting in an ending accrual ~~for the actions noted above~~ of ~~$10,788~~$13,635 which is included in the “Accrued liabilities” line of the Condensed Consolidated Balance Sheets at ~~October~~April 1, ~~2022.~~2023.

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

This management’s discussion and analysis of financial condition and results of operations, or MD&A, contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The unaudited condensed consolidated interim financial statements and notes included herein should be read in conjunction with our audited consolidated financial statements and notes for the year ended ~~January 1,~~December 31, 2022, which were included in our Annual Report on Form 10-K filed with the SEC. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for the full year or 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 included elsewhere in this Quarterly Report on Form 10-Q and those included in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K for the year ended ~~January 1, 2022 and in our Quarterly Report on Form 10-Q for the quarter ended July 2,~~December 31, 2022. In particular, statements with respect to trends associated with our business, our multi-year growth strategy (“Full Potential plan”), any potential ongoing effects of the ~~impacts of~~COVID-19 pandemic, including on consumer spending, global supply chains and the financial markets, our ability to deleverage on the anticipated time frame or at all, which could negatively impact our ability to satisfy the financial covenants in our Senior Secured Credit Agreement or other contractual arrangements any inadequacy, interruption, integration failure or security failure with respect to our information technology (including the ransomware attack announced on May 31, ~~2022~~2022), the contemplated sale of our U.S. Sheer Hosiery business and our future financial performance included in this MD&A include forward-looking statements.

Overview

Hanesbrands Inc. (collectively with its subsidiaries, “we,” “us,” “our,” or the “Company”) is a socially responsible leading marketer of everyday basic innerwear and activewear apparel in the Americas, Australasia, Europe and Asia under some of the world’s strongest apparel brands, including Hanes, Champion, Bonds, Maidenform, Bali, ~~Maidenform, Playtex,~~ Bras N Things, Playtex, JMS/Just My Size, ~~Alternative, Berlei, Wonderbra,~~ Gear for Sports, Wonderbra, Berlei, Comfortwash and Alternative~~and~~ ~~Comfortwash.~~. We design, manufacture, source and sell a broad range of basic apparel such as T-shirts, bras, panties, shapewear, underwear, socks and activewear produced in our low-cost global supply chain. Our products are marketed to consumers shopping in mass merchants, mid-tier and department stores, specialty stores and the consumer-directed channel, which includes our owned retail locations, as well as e-commerce sites. Our brands hold either the number one or number two market position by units sold in many of the product categories and geographies in which we compete.

Our operations are managed and reported in three operating segments, each of which is a reportable segment for financial reporting purposes: Innerwear, Activewear and International. These segments are organized principally by product category and 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 our U.S.-based outlet stores, U.S. Sheer Hosiery business and certain sales from our supply chain to the European Innerwear business which was sold on March 5, 2022.

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 in the global innerwear and global activewear apparel categories. These are stable, heavily branded categories where we have a strong consumer franchise based on a global portfolio of industry-leading brands that we have built over multiple decades, through hundreds of millions of direct interactions with consumers. Our Full Potential plan focuses on four pillars to drive growth and enhance long-term profitability and identifies the initiatives to unlock growth. Our four pillars of growth are to grow the Champion brand globally, drive growth in Innerwear with brands and products that appeal to younger consumers, build e-commerce excellence across channels and streamline our global portfolio. In order to deliver this growth and create a more efficient and productive business model, we have launched a multi-year cost savings program intended to self-fund the investments necessary to achieve the Full Potential plan’s objectives. We remain highly confident that our strong brand portfolio, world-class supply chain and diverse category and geographic footprint will help us unlock our full potential, deliver long-term growth and create stockholder value.

In the first quarter of 2021, we announced that we reached the decision to exit our European Innerwear business as part of our strategy to streamline our portfolio under our Full Potential plan and determined that this business met held-for-sale and discontinued operations accounting criteria. Accordingly, we began to separately report the results of our European Innerwear business as discontinued operations in our Condensed Consolidated Statements of Income, and to present the related assets and liabilities as held for sale in the Condensed Consolidated Balance Sheets. On November 4, 2021, we announced that we reached an agreement to sell our European Innerwear business to an affiliate of Regent, L.P. and completed the sale on March 5, 2022.

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See Note “Assets and Liabilities Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.

~~Table of Contents~~

In addition, in the fourth quarter of 2021, we reached the decision to divest our U.S. Sheer Hosiery business, including the L’eggs brand, as part of our strategy to streamline our portfolio under our Full Potential plan and determined that this business met held-for-sale accounting criteria. The related assets and liabilities are presented as held for sale in the Condensed Consolidated Balance Sheets at ~~October~~April 1, 2023, December 31, 2022 and ~~January 1,~~April 2, 2022. The operations of our U.S. Sheer Hosiery business are reported in “Other” for all periods presented in Note “Business Segment Information” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q. We ~~are currently exploring potential purchasers for this business and~~ expect to complete the sale of this business within the next 12 months. See Note “Assets and Liabilities Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.

~~In June~~We seek to generate strong cash flow through effectively optimizing our capital structure and managing working capital levels. We recently shifted our capital allocation strategy to focus the use of ~~2022, we purchased the~~ ~~Champion~~ ~~trademark for footwear in the United States, Puerto Rico~~all our free cash flow (cash from operations less capital expenditures) on reducing debt and ~~Canada from Keds, LLC (“KEDS”) for $103 million. The trademark was recorded in “Trademarks~~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 ~~identifiable intangibles, net” line in the Condensed Consolidated Balance Sheets~~action-related costs and ~~has an indefinite life. We previously licensed the~~ ~~Champion~~ ~~trademark for footwear in these locations. The purchase of the trademark was part of an agreement with KEDS settling litigation between the two parties~~stock compensation expense. Net debt is defined as total debt less cash and ~~is another step forward in our Full Potential plan of growing the global Champion brand.~~cash equivalents.

Ransomware Attack

As previously disclosed, on May 24, 2022, we identified that we had become subject to a ransomware attack and activated our incident response and business continuity plans designed to contain the incident. As part of our forensic investigation and assessment of the impact, we determined that certain of our information technology systems were affected by the ransomware attack.

Upon discovering the incident, we took a series of measures to further safeguard the integrity of our information technology systems, including working with cybersecurity experts to contain the incident and implementing business continuity plans to restore and support continued operations. These measures also included resecuring data, remediation of the malware across infected machines, rebuilding critical systems, global password reset and enhanced security monitoring. We notified appropriate law enforcement authorities as well as certain data protection regulators, and in addition to our public announcements of the incident, we ~~began a process to provide~~provided breach notifications and regulatory filings as ~~may be~~ required by applicable law starting in August ~~2022. While the~~2022, and that notification process ~~continues, at this time, we~~is complete. We believe the incident has been contained, we have restored our critical information technology systems, and manufacturing, retail and other internal operations continue. There is no ongoing operational impact on our ability to provide our products and services. We maintain insurance, including coverage for cyber-attacks, subject to certain deductibles and policy limitations, in an amount that we believe appropriate.

We are named in two pending lawsuits in connection with ~~the~~our previously disclosed ransomware incident. On October 7, 2022, a putative class action, ~~was filed against “Hanes~~entitled, Roman v. Hanes Brands [sic], Inc.~~” alleging,~~, was filed in the United States District Court for the Central District of California. The lawsuit alleges, among other things, negligence, negligence per se, breach of implied contract, unjust enrichment, breach of implied covenant of good faith and fair dealing, unfair business practices under the California Business and Professions Code, and violations of the California Confidentiality of Medical Information Act in connection with the ransomware incident. ~~The litigation is~~On October 13, 2022, another putative class action, entitled, ~~Ramon~~Toussaint v. ~~Hanes Brands,~~HanesBrands,[sic] Inc., ~~and is pending~~was filed in the United States District Court for the ~~Central~~Middle District of ~~California. On October 13, 2022, another putative class action was filed against HanesBrands, Inc. alleging,~~North Carolina. The lawsuit alleges, among other things, negligence, negligence per se, breach of implied contract, invasion of privacy, and unjust enrichment in connection with the ransomware incident. The ~~litigation is entitled, Toussaint v. HanesBrands, Inc.~~pending lawsuits seek, among other things, monetary and ~~is pending~~injunctive relief. The lawsuits have been consolidated in the United States District Court for the Middle District of North ~~Carolina. The lawsuits seek, among other things, monetary~~Carolina, and ~~injunctive relief.~~Plaintiffs have been granted leave to file a consolidated complaint. Plaintiff Roman also filed a second putative class action with regard to the ransomware incident in the United States District Court for the Middle District of North Carolina on January 16, 2023, entitled Roman v. Hanesbrands,[sic] Inc., which was voluntarily dismissed without prejudice on January 20, 2023. We are vigorously defending ~~these~~the remaining pending matters and ~~believes~~believe the cases are without merit. We do not expect any of these claims, individually or in the aggregate, to have a material adverse effect on our consolidated financial position or results of operations. However, at this early stage in the proceedings, we are not able to determine the probability of the outcome of these matters or a range of reasonably expected losses, if any.

During the quarter ~~and nine months~~ ended ~~October~~April 1, ~~2022,~~2023, we incurred ~~costs of approximately $1 million and $16 million,~~no net ~~of expected insurance recoveries, respectively,~~costs related to the ransomware attack. ~~The costs, net of~~Minimal legal fees and the offsetting expected insurance recoveries ~~incurred during the quarter ended October 1, 2022 related primarily to information technology and legal fees and~~ are reflected in the “Selling, general and administrative expenses” line of the ~~Condensed~~ Consolidated Statements of Income. The costs incurred during the nine months ended October 1, 2022 included $14 million related primarily to supply chain disruptions, which are reflected in the “Cost of sales” line of the Condensed Consolidated Statements of Income and $2 million, net of expected insurance recoveries, related primarily to information technology, legal and consulting fees, which are reflected in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Income. The ransomware attack also negatively impacted our ability to order materials, make and ship orders, and process payments during the second quarter ended July 2, 2022, resulting in estimated lost sales of approximately $100 million. We ~~continue to assess the security event and~~ cannot determine, at this time, the full extent of any proceedings or additional costs or expenses related to the ~~impact from such~~security event ~~on our business, results of operations or financial condition~~ or whether such impact will ultimately have a material adverse effect.

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Financing Arrangements

In the quarter ended April 1, 2023, we entered into a new senior secured term loan B facility in an aggregate principal amount of $900 million due in 2030 (the “Term Loan B”), issued $600 million aggregate principal amount of 9.000% senior unsecured notes due in 2031 (the “9.000% Senior Notes”) and redeemed our 4.625% senior notes due in May 2024 (the “4.625% Senior Notes”) and our 3.5% senior notes due in June 2024 (the “3.5% Senior Notes”). Additionally, in November 2022 and in February 2023, given the economic conditions and the associated impact on earnings, we amended the credit agreement governing our Senior Secured Credit Facility to modify the financial covenants in order to avoid a potential covenant violation and to provide operating flexibility. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.

Impact of ~~COVID-19~~the Macroeconomic Pressures on Our Business

AsThe macroeconomic pressures caused by the ~~global impact of COVID-19 continues, our priority has been to protect the health and safety of our employees and customers around the world. To help mitigate the spread of~~lingering effects from the COVID-19 ~~virus and in response~~pandemic continue to health advisories and governmental actions and regulations, we have modified our business practices and have implemented health and safety measures that are designed to protect employees in our corporate, retail, distribution and manufacturing facilities around the world.

~~The COVID-19 pandemic has impacted~~impact our business operations and financial results, as described in more detail under “Condensed Consolidated Results of Operations - ~~Third~~First Quarter Ended ~~October~~April 1, ~~2022~~2023 Compared with ~~Third~~First Quarter Ended ~~October~~April 2, ~~2021” and “Condensed Consolidated Results of Operations - Nine Months Ended October 1, 2022 Compared with Nine Months Ended October 2, 2021”~~2022” below, primarily through reduced traffic and closures of Company-operated and third-party retail locations in certain markets, global supply chain disruptions and higher levels of inflation due to factory disruptions, port congestion, transportation delays as well as labor and container shortages, which resulted in higher operating ~~costs. These~~costs causing pressure on our gross and operating profit. At the height of the global supply chain disruptions ~~have~~in 2022, we experienced delayed ~~and are expected to continue to delay~~ inventory orders ~~and,~~which, in turn, ~~deliveries to our wholesale customers and availability in our Company-operated stores and e-commerce sites. Supply chain disruptions~~ resulted in the inability to fulfill certain customer orders and decreased product availability in our Company-owned stores and e-commerce sites which negatively impacted our net ~~revenues.~~revenues and increased net inventory levels. We ~~anticipate these supply chain disruptions could impact~~took aggressive measures in 2022 to focus on reducing inventory units, including manufacturing time-out costs which reduced our ~~sales volumes~~inventory units by 6% at the end of 2022 compared to 2021. We expect gross and operating margin pressure to continue in ~~future periods.~~the first half of fiscal 2023 as we sell through the remainder of our higher-cost inventory. We ~~have also incurred higher distribution~~expect gross and operating margin pressure to ease in the second half of 2023 as lower cost inventory currently being produced is sold and we anniversary the manufacturing time-out costs ~~including freight and labor costs~~related to ~~mitigate these delays. We continue to monitor these delays and other potential disruptions~~our inventory reduction initiatives in ~~our supply chain and will implement mitigation plans as needed.~~2022. The future impact of the macroeconomic pressures, including the COVID-19 pandemic, supply chain disruptions and inflation, remain highly uncertain, and our business and results of operations, including our net revenues, earnings and cash flows, could continue to be adversely impacted.

Outlook for ~~2022~~2023

We estimate our ~~2022~~2023 guidance as follows:

•Net sales of approximately ~~$6.16~~$6.05 billion to ~~$6.21~~$6.20 billion, net of approximately ~~$196~~$40 million of unfavorable foreign currency exchange impact;

•Operating profit of approximately ~~$512~~$446 million to ~~$542~~$496 million, net of approximately ~~$26~~$5 million of unfavorable foreign currency exchange impact;

•Restructuring and other action-related charges totaling $61 million including Full Potential plan-related charges of approximately ~~$55~~$54 million included in operating ~~profit;~~profit and refinancing charges of $7 million included in interest and other expenses;

•Interest expense and other expenses of approximately ~~$167~~$307 million combined;

•~~An effective tax rate~~Tax expense from continuing operations of approximately ~~17%;~~$90 million to $100 million;

•Diluted earnings per share from continuing operations of approximately ~~$0.82~~$0.14 to ~~$0.89;~~$0.25;

•Cash flow from operating activities ~~to be a use~~ of approximately ~~$400;~~$500 million; and

•Capital investments of approximately ~~$140~~$150 million, including capital expenditures of ~~$90~~$70 million within investing cash flow activities and cloud computing ~~assets~~arrangements of ~~$50~~$80 million within operating cash flow activities.

Seasonality and Other Factors

Absent the effects of the COVID-19 pandemic, 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 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 in response to anticipated consumer demand. 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.

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Although the majority of our products are replenishment in nature and tend to be purchased by consumers on a planned, rather than on an impulse basis, our sales are impacted by discretionary consumer spending trends. Discretionary spending is affected by many factors that are outside our control, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability of consumer credit, currency exchange rates, 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 ~~will~~would work to mitigate the impact of the 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 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 seasonal and replenishable activewear, fluctuate from time to time. In addition, sales attributable to higher and lower margin products within the same product category fluctuate from time to time. Our customers may change the mix of products ordered with minimal notice to us, which makes trends in product sales mix difficult to predict. However, certain changes in product sales mix are seasonal in nature, as sales of socks ~~hosiery~~ and fleece products generally have higher sales during the last two quarters (July to December) of each fiscal year as a result of cooler weather, back-to-school shopping and holidays, while other changes in product mix may be attributable to consumers’ preferences and discretionary spending.

Key Financial Results from the ~~Third~~First Quarter Ended ~~October~~April 1, ~~2022~~2023

Key financial results are as follows:

•Total net sales in the ~~third~~first quarter of ~~2022~~2023 were ~~$1.67~~$1.39 billion, compared with ~~$1.79~~$1.58 billion in the same period of ~~2021,~~2022, representing a 7%12% decrease.

•Operating profit decreased ~~40%~~66% to ~~$141~~$57 million in the ~~third~~first quarter of ~~2022,~~2023, compared with ~~$235~~$171 million in the same period of ~~2021.~~2022. As a percentage of sales, operating profit was ~~8.5%~~4.1% in the ~~third~~first quarter of ~~2022~~2023 compared to ~~13.1%~~10.8% in the same period of ~~2021.~~2022.

•Diluted loss per share from continuing operations was $0.10 in the first quarter of 2023 compared with diluted earnings per share from continuing operations ~~was $0.23 and $0.50~~of $0.32 in the ~~third quarters~~first quarter of ~~2022 and 2021, respectively.~~2022.

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Condensed Consolidated Results of Operations — ~~Third~~First Quarter Ended ~~October~~April 1, ~~2022~~2023 Compared with ~~Third~~First Quarter Ended ~~October~~April 2, ~~2021~~2022


		Quarters Ended									Quarters Ended
		October 1, 2022		October 2, 2021		Higher (Lower)		Percent Change			April 1, 2023		April 2, 2022		Higher (Lower)		Percent Change
		(dollars in thousands)									(dollars in thousands)
Net sales	Net sales	$	1,670,741	$	1,789,551	$	(118,810)	(6.6)	%	Net sales	$	1,389,410	$	1,576,156	$	(186,746)	(11.8)	%
Cost of sales	Cost of sales	1,107,889		1,089,890		17,999		1.7		Cost of sales	939,717		991,978		(52,261)		(5.3)
Gross profit	Gross profit	562,852		699,661		(136,809)		(19.6)		Gross profit	449,693		584,178		(134,485)		(23.0)
Selling, general and administrative expenses	Selling, general and administrative expenses	421,408		465,015		(43,607)		(9.4)		Selling, general and administrative expenses	392,374		413,666		(21,292)		(5.1)
Operating profit	Operating profit	141,444		234,646		(93,202)		(39.7)		Operating profit	57,319		170,512		(113,193)		(66.4)
Other expenses	Other expenses	3,212		1,811		1,401		77.4		Other expenses	14,771		987		13,784		1,396.6
Interest expense, net	Interest expense, net	41,721		40,860		861		2.1		Interest expense, net	58,452		31,963		26,489		82.9
Income from continuing operations before income tax expense		96,511		191,975		(95,464)		(49.7)
Income (loss) from continuing operations before income tax expense										Income (loss) from continuing operations before income tax expense	(15,904)		137,562		(153,466)		(111.6)
Income tax expense	Income tax expense	16,410		15,228		1,182		7.8		Income tax expense	18,500		23,385		(4,885)		(20.9)
Income from continuing operations		80,101		176,747		(96,646)		(54.7)
Loss from discontinued operations, net of tax		—		(24,970)		24,970		(100.0)
Net income		$	80,101	$	151,777	$	(71,676)	(47.2)	%
Income (loss) from continuing operations										Income (loss) from continuing operations	(34,404)		114,177		(148,581)		(130.1)
Income from discontinued operations, net of tax										Income from discontinued operations, net of tax	—		4,525		(4,525)		(100.0)
Net income (loss)										Net income (loss)	$	(34,404)	$	118,702	$	(153,106)	(129.0)	%

Net Sales

Net sales decreased 7%12% during the ~~third~~first quarter of ~~2022 versus~~2023 compared to the ~~third~~first quarter of ~~2021~~2022 primarily due to the ~~following:~~

•~~Softer point-of-sale trends~~macro-driven slowdown in consumer spending in the U.S. and Australia, higher ~~retailer~~ inventory levels ~~as a result of~~at retail and the ~~macroeconomic pressures;~~

•~~Ongoing COVID-related pressures on consumer traffic in certain markets in Asia; and~~

•~~The~~ unfavorable impact from foreign currency exchange rates in our International business of approximately ~~$59~~$31 million.

~~Partially offset by:~~

•~~Pricing actions taken throughout 2022.~~

Operating Profit

Operating profit as a percentage of net sales was ~~8.5%~~4.1% during the ~~third~~first quarter of ~~2022,~~2023, representing a decrease from ~~13.1%~~10.8% in the prior year. Operating margin decreased as a result of input cost inflation ~~lower~~and unfavorable sales ~~volume, manufacturing time-out costs associated with our inventory reduction actions and higher transportation costs~~mix partially offset by pricing actions taken in mid-first quarter 2022 and cost ~~reductions.~~reduction actions. Included in operating profit in the ~~third~~first quarter of ~~2022~~2023 and ~~2021~~2022 were charges of ~~$26~~$6 million and ~~$29~~$5 million, respectively, related to the implementation of our Full Potential plan.

Other Highlights

Other Expenses – Other expenses increased $1$14 million in the ~~third~~first quarter of 2023 compared to the first quarter of 2022 ~~compared~~primarily due to recording charges of nearly $9 million as a result of the redemption of our 4.625% Senior Notes and our 3.5% Senior Notes in the first quarter of 2023. The charges included a payment of $5 million for a required make-whole premium related to the ~~third quarter~~redemption of ~~2021 due~~the 3.5% Senior Notes and non-cash charges of $4 million for the write-off of unamortized debt issuance costs. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information. Other expenses also included higher funding fees for sales of accounts receivable to financial institutions ~~in 2022 offset by lower~~and higher pension expense in ~~2022.~~2023.

Interest Expense – Interest expense was higher by $1$26 million in the ~~third~~first quarter of ~~2022~~2023 compared to the ~~third~~first quarter of ~~2021~~2022 primarily due to higher weighted average outstanding debt balances ~~partially offset by~~and a ~~lower~~higher weighted average interest rate on our borrowings during the ~~third~~first quarter of ~~2022~~2023 compared to the ~~third~~first quarter of ~~2021.~~2022. Additionally, in conjunction with the redemption of the 3.5% Senior Notes described in “Other Expenses” above, we unwound the related cross-currency swap contracts previously designated as cash flow hedges and the remaining gain in AOCI of $1 million was released into earnings at the time of settlement which partially offset interest expense in the first quarter of 2023. See Note “Financial Instruments” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information. Our weighted average interest rate on our outstanding debt was ~~4.08%~~5.78% for the ~~third~~first quarter of ~~2022~~2023 compared to ~~4.12%~~3.53% for the ~~third~~first quarter of ~~2021.~~2022.

Income Tax Expense – ~~Our~~In the first quarter of 2023, income tax expense was $19 million, resulting in an effective income tax rate ~~was 17.0%~~of (116.3)% and ~~7.9% for~~in the ~~third quarters~~first quarter of 2022, ~~and 2021, respectively. The higher~~income tax expense was $23 million, resulting in an effective income tax rate of 17.0%. Our effective tax rate for the ~~third~~first quarter of ~~2022 was~~2023 primarily differs from the U.S. statutory rate due to ~~non-recurring~~valuation allowances against certain net deferred tax assets. Additionally, we had unfavorable discrete ~~tax charges totaling $3~~items of $8 million ~~for adjustments related to prior period tax returns during~~and $2 million in the ~~third~~first quarter of 2023 and 2022, versus discrete tax benefits of $4 million for the release of uncertain tax benefits and $5 million for adjustments related to prior period tax returns and approval of certain filings by taxing authorities during the third quarter of 2021.respectively.

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corporations, and several tax incentives to promote clean energy. We are continuing to evaluate the IR Act and its potential impact on future periods and at this time we do not expect the IR Act to have a material impact on our consolidated financial statements.

Discontinued Operations – The results of our discontinued operations include the operations of our European Innerwear business which ~~we reached the decision to exit at the end of the first quarter of 2021~~was sold in connection with our Full Potential ~~plan. On~~plan on March 5, ~~2022, we completed the sale of the European Innerwear business.~~2022. See Note “Assets and Liabilities Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.

Operating Results by Business Segment — ~~Third~~First Quarter Ended ~~October~~April 1, ~~2022~~2023 Compared with ~~Third~~First Quarter Ended ~~October~~April 2, ~~2021~~2022


		Net Sales									Net Sales
		Quarters Ended									Quarters Ended
		October 1, 2022		October 2, 2021		Higher (Lower)		Percent Change			April 1, 2023		April 2, 2022		Higher (Lower)		Percent Change
		(dollars in thousands)									(dollars in thousands)
Innerwear	Innerwear	$	625,082	$	702,617	$	(77,535)	(11.0)	%	Innerwear	$	553,067	$	578,947	$	(25,880)	(4.5)	%
Activewear	Activewear	461,043		462,499		(1,456)		(0.3)		Activewear	314,945		386,937		(71,992)		(18.6)
International	International	502,066		536,483		(34,417)		(6.4)		International	462,857		510,129		(47,272)		(9.3)
Other	Other	82,550		87,952		(5,402)		(6.1)		Other	58,541		100,143		(41,602)		(41.5)
Total	Total	$	1,670,741	$	1,789,551	$	(118,810)	(6.6)	%	Total	$	1,389,410	$	1,576,156	$	(186,746)	(11.8)	%


		Operating Profit and Margin													Operating Profit and Margin
		Quarters Ended													Quarters Ended
		October 1, 2022				October 2, 2021				Higher (Lower)		Percent Change			April 1, 2023				April 2, 2022				Higher (Lower)		Percent Change
		(dollars in thousands)													(dollars in thousands)
Innerwear	Innerwear	$	99,797	16.0	%	$	147,651	21.0	%	$	(47,854)	(32.4)	%	Innerwear	$	72,608	13.1	%	$	102,146	17.6	%	$	(29,538)	(28.9)	%
Activewear	Activewear	53,491		11.6		76,172		16.5		(22,681)		(29.8)		Activewear	9,974		3.2		48,984		12.7		(39,010)		(79.6)
International	International	69,890		13.9		86,371		16.1		(16,481)		(19.1)		International	51,349		11.1		89,438		17.5		(38,089)		(42.6)
Other	Other	4,839		5.9		11,288		12.8		(6,449)		(57.1)		Other	(4,874)		(8.3)		(671)		(0.7)		(4,203)		626.4
Corporate	Corporate	(86,573)		NM		(86,836)		NM		263		(0.3)		Corporate	(71,738)		NM		(69,385)		NM		(2,353)		3.4
Total	Total	$	141,444	8.5	%	$	234,646	13.1	%	$	(93,202)	(39.7)	%	Total	$	57,319	4.1	%	$	170,512	10.8	%	$	(113,193)	(66.4)	%

Innerwear

Innerwear net sales decreased ~~11%~~4% compared to the ~~third~~first quarter of ~~2021~~2022 primarily due to softer point-of-sale trends ~~and retailer inventory reductions as a result of~~stemming from the macroeconomic pressures partially offset by pricing actions ~~taken and retail space gains in the first quarter~~taken mid-quarter of 2022.

Innerwear operating margin was ~~16.0%~~13.1%, a decrease from ~~21.0%~~17.6% in the same period a year ago. The operating margin decline resulted from input cost inflation, lower sales volume ~~manufacturing time-out costs associated with our inventory reduction actions~~ and unfavorable product and channel mix partially offset by pricing actions taken mid-quarter of 2022 and cost ~~reductions.~~reduction actions.

Activewear

Activewear net sales decreased ~~0.3%~~19% compared to the ~~third~~first quarter of ~~2021 due to~~2022 driven by the slowdown in consumer spending, which resulted in softer point-of-sale trends and higher inventory levels at retail, particularly in the printwear channel, as ~~a result of the macroeconomic pressures primarily related to the~~well as strategic channel clean-up work within Champion ~~brand.~~in the U.S. The net sales decrease was partially offset by growth in the collegiate ~~and printwear channels and pricing actions primarily taken in the third quarter of 2022.~~channel.

Activewear operating margin was ~~11.6%~~3.2%, a decrease from 16.5% in the same period a year ago. The operating margin decline resulted from higher levels of inflation, manufacturing time-out costs associated with our inventory reduction actions and unfavorable product mix partially offset by pricing actions and cost reductions.

~~International~~

Net sales in the International segment decreased 6% compared to the third quarter of 2021 due to unfavorable foreign currency exchange rates. The unfavorable impact of foreign currency exchange rates decreased net sales approximately $59 million in the third quarter of 2022. International net sales on a constant currency basis, defined as net sales excluding the

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impact of foreign currency, increased 5%. The impact of foreign currency exchange rates is calculated by applying prior period exchange rates to the current year financial results. Net sales on a constant currency basis increased as a result of ~~Champion~~ ~~growth in Europe as well as innerwear growth in Australia and the Americas. The increase in net sales was partially offset by~~ ~~Champion~~ ~~declines in certain Asian markets.~~

International operating margin was 13.9%, a decrease from 16.1% in the same period a year ago. The decrease in operating margin primarily resulted from higher levels of inflation and input costs, which was partially offset by disciplined expense management during the quarter.

~~Other~~

Other net sales decreased primarily as a result of decreased traffic at our retail outlets in the third quarter of 2022 compared to the third quarter of 2021. Operating margin decreased due to the decrease in sales volume primarily in our retail outlets.

We have continued certain sales from our supply chain to the European Innerwear business on a transitional basis after the sale of the business. These sales and the related profit are included in Other in all periods presented and have not been eliminated as intercompany transactions in consolidation for the period when the European Innerwear business was owned by us. See Note “Assets and Liabilities Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.

~~Corporate~~

Corporate expenses were slightly lower in the third quarter of 2022 compared to the third quarter of 2021 primarily due to lower variable compensation costs and lower restructuring and other action-related charges partially offset by increased information technology costs. Included in restructuring and other action-related charges within operating profit in the third quarter of 2022 and 2021 were $26 million and $29 million, respectively, of charges related to the implementation of our Full Potential plan. Full Potential plan charges in the third quarter of 2022 included charges related to supply chain segmentation of $13 million to position our manufacturing network to align with revenue growth opportunities of our Full Potential plan demand trends and a non-cash loss of $4 million to adjust the valuation allowance related to the U.S. Sheer Hosiery business resulting from an increase in carrying value due to changes in working capital. Full Potential plan charges in the third quarter of 2021 included a charge of $16 million for an action to resize our U.S. corporate office workforce through a voluntary retirement program.

Quarters Ended
October 1,
2022 October 2,
2021
(dollars in thousands)
Restructuring and other action-related charges:
Full Potential Plan:
Professional services $ 6,020 $ 11,283
Supply chain segmentation 13,298 —
Loss on classification of assets held for sale 4,310 —
Technology 2,622 —
Operating model (18) 16,000
Other 219 1,813
Total included in operating profit 26,451 29,096
Discrete tax benefits — 11,802
Tax benefit effect on actions 4,493 6,131
Total benefit included in income tax expense 4,493 17,933
Total restructuring and other action-related charges $ 21,958 $ 11,163

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~~Condensed Consolidated Results of Operations — Nine Months Ended October 1, 2022 Compared with Nine Months Ended October 2, 2021~~

Nine Months Ended
October 1,
2022 October 2,
2021 Higher
(Lower) Percent
Change
(dollars in thousands)
Net sales $ 4,760,364 $ 5,048,891 $ (288,527) (5.7) %
Cost of sales 3,041,233 3,064,920 (23,687) (0.8)
Gross profit 1,719,131 1,983,971 (264,840) (13.3)
Selling, general and administrative expenses 1,259,921 1,341,809 (81,888) (6.1)
Operating profit 459,210 642,162 (182,952) (28.5)
Other expenses 6,088 6,227 (139) (2.2)
Interest expense, net 107,408 127,760 (20,352) (15.9)
Income from continuing operations before income tax expense 345,714 508,175 (162,461) (32.0)
Income tax expense 58,775 55,161 3,614 6.6
Income from continuing operations 286,939 453,014 (166,075) (36.7)
Income (loss) from discontinued operations, net of tax 3,965 (435,823) 439,788 (100.9)
Net income $ 290,904 $ 17,191 $ 273,713 1,592.2 %

~~Net Sales~~

~~Net sales decreased 6% during the nine months of 2022 versus the nine months of 2021 primarily due to the following:~~

•~~The impact of the ransomware attack to the business;~~

•~~Softer point-of-sale trends and higher retailer inventory levels as a result of the macroeconomic pressures;~~

•~~Global supply chain disruptions resulting in product delays;~~

•~~Ongoing COVID-related pressures on consumer traffic in certain markets in Asia; and~~

•~~The unfavorable impact from foreign currency exchange rates in our International business of approximately $127 million.~~

~~Partially offset by:~~

•~~Pricing actions taken throughout 2022; and~~

•~~Strong consumer demand in the Americas.~~

~~Operating Profit~~

~~Operating profit as a percentage of net sales was 9.6% for the nine months of 2022, representing a decrease from~~ 12.7% in the prior year. Operating margin decreased as a result of lower sales volume, input cost inflation, impact from the ransomware attack, costs associated with our manufacturing time-out inventory reduction actions, higher transportation and distribution costs and increased Full Potential plan-related investments in brand marketing and technology partially offset by pricing actions and cost reductions. Included in operating profit in the nine months of 2022 and 2021 were charges of $38 million and $67 million, respectively, related to the implementation of our Full Potential plan.

~~Other Highlights~~

~~Other Expenses~~ – Other expenses decreased slightly in the nine months of 2022 compared to the same period in 2021 due to lower pension expense partially offset by higher funding fees for sales of accounts receivable to financial institutions in 2022.

~~Interest Expense~~ – Interest expense was lower by $20 million in the nine months of 2022 compared to the same period in 2021, primarily due to a lower weighted average interest rate on our borrowings partially offset by higher weighted average outstanding debt balances during the nine months of 2022. Our weighted average interest rate on our outstanding debt was 3.45% for the nine months of 2022, compared to 4.12% for the nine months of 2021.

~~Income Tax Expense~~ – Our effective income tax rate was 17.0% and 10.9% for the nine months of 2022 and 2021, respectively. The higher effective tax rate for the nine months of 2022 was primarily due to non-recurring discrete tax charges of $9 million for assessments and adjustments for prior period tax returns and measurement of deferred tax liabilities during the nine months of 2022 versus non-recurring discrete tax benefits of $11 million for the release of reserves for unrecognized tax

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benefits and $4 million for adjustments related to prior period tax returns and approval of certain filings by taxing authorities, partially offset by a discrete charge for changes in valuation allowances of $5 million during the nine months of 2021.

In August 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IR Act”), which, among other things, introduces a 15% minimum tax based on adjusted financial statement income of certain large corporations with a three year average adjusted financial statement income in excess of $1 billion, a 1% excise tax on the fair market stock repurchases by covered corporations, and several tax incentives to promote clean energy. We are continuing to evaluate the IR Act and its potential impact on future periods and at this time we do not expect the IR Act to have a material impact on our consolidated financial statements.

~~DiscontinuedOperations~~ – The results of our discontinued operations include the operations of our European Innerwear business which we reached the decision to exit at the end of the first quarter of 2021 in connection with our Full Potential plan. On March 5, 2022, we completed the sale of the European Innerwear business. See Note “Assets and Liabilities Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.

~~Operating Results by Business Segment — Nine Months Ended October 1, 2022 Compared with Nine Months Ended October 2, 2021~~

Net Sales
Nine Months Ended
October 1,
2022 October 2,
2021 Higher
(Lower) Percent
Change
(dollars in thousands)
Innerwear $ 1,889,807 $ 2,053,702 $ (163,895) (8.0) %
Activewear 1,178,380 1,230,691 (52,311) (4.3)
International 1,436,384 1,521,667 (85,283) (5.6)
Other 255,793 242,831 12,962 5.3
Total $ 4,760,364 $ 5,048,891 $ (288,527) (5.7) %

Operating Profit and Margin
Nine Months Ended
October 1,
2022 October 2,
2021 Higher
(Lower) Percent
Change
(dollars in thousands)
Innerwear $ 343,602 18.2 % $ 461,237 22.5 % $ (117,635) (25.5) %
Activewear 125,332 10.6 177,813 14.4 (52,481) (29.5)
International 215,281 15.0 235,451 15.5 (20,170) (8.6)
Other 9,501 3.7 22,394 9.2 (12,893) (57.6)
Corporate (234,506) NM (254,733) NM 20,227 (7.9)
Total $ 459,210 9.6 % $ 642,162 12.7 % $ (182,952) (28.5) %

~~Innerwear~~

Innerwear net sales decreased 8% compared to the nine months of 2021 primarily due to business disruption as a result of the ransomware attack in the second quarter of 2022, softer point-of-sale trends, retailer inventory reductions and last year’s one-time sales benefits from retailer restocking and government-stimulus spending partially offset by pricing actions ~~taken~~ ~~and retail space gains~~ ~~in the first quarter of 2022~~.

Innerwear operating margin was 18.2%, a decrease from 22.5% in the same period a year ago. The operating margin decline resulted from input cost inflation, lower sales volume, manufacturing time-out costs associated with our inventory reduction actions, unfavorable product and channel mix and increased distribution costs resulting from expedited freight to service new retail space gains partially offset by pricing actions and cost reductions.

~~Activewear~~

~~Activewear net sales decreased 4% compared to the nine months of 2021 primarily due to softer point-of-sale trends primarily related to the~~ ~~Champion~~ brand, retailer inventory levels and business disruption as a result of the ransomware attack in the second quarter of 2022. The net sales decrease was partially offset by growth in the collegiate and printwear channels and pricing actions primarily taken in the third quarter of 2022.

~~Activewear operating margin was 10.6%, a decrease from 14.4%~~ in the same period a year ago. The operating margin decline resulted from lower sales volume, ~~manufacturing time-out costs associated with our inventory reduction actions, higher~~

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~~levels of~~input cost inflation, unfavorable product mix and ~~increased brand marketing investments~~higher reserves as compared to last year due to higher inventory levels at retail partially offset by pricing actions taken during 2022 and cost ~~reductions.~~reduction actions.

International

Net sales in the International segment decreased 6%9% compared to the ~~nine months~~first quarter of ~~2021~~2022 due to unfavorable foreign currency exchange rates, ~~operational challenges experienced from the ransomware attack during the second quarter of 2022,~~ ~~global~~ ~~supply chain disruptions resulting in product delays in Australia and ongoing COVID-related pressures on consumer traffic in certain markets~~higher inventory levels at retail in Asia ~~partially offset by growth~~and macroeconomic pressures impacting consumer sentiment in ~~the Americas.~~Australia. The unfavorable impact of foreign currency exchange rates decreased net sales approximately ~~$127~~$31 million in the ~~nine months~~first quarter of ~~2022.~~2023. International net sales on a constant currency basis, defined as net sales excluding the impact of foreign currency, ~~increased~~decreased 3%. The impact of foreign currency exchange rates is calculated by applying prior period exchange rates to the current year financial results.

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International operating margin was ~~15.0%~~11.1%, a decrease from ~~15.5%~~17.5% in the same period a year ago. The decrease in operating margin primarily resulted from ~~higher levels of inflation and~~ input costs ~~which was partially offset by disciplined expense management during the nine months of 2022.~~inflation, transactional impact from foreign exchange rates and unfavorable business mix.

Other

Other net sales ~~increased~~decreased primarily ~~due to increased~~as a result of decreased sales from our supply chain to the European Innerwear business ~~partially offset by lower sales at our retail outlets during~~in the ~~nine months~~first quarter of ~~2022~~2023 compared to the ~~nine months~~first quarter of ~~2021.~~ 2022. Operating margin decreased due to the deleverage of selling, general and administrative expenses due to the decline in sales volume.

We ~~have~~ continued certain sales from our supply chain to the European Innerwear business on a transitional basis after the sale of the business in the first quarter of 2022. These sales and the related profit are included in Other in all periods presented and have not been eliminated as intercompany transactions in consolidation for the period when the European Innerwear business was owned by us. See Note “Assets and Liabilities Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information. ~~Operating margin decreased due to the decrease in sales volume primarily in our retail outlets.~~

~~Corporate~~

Corporate

Corporate expenses were ~~lower~~higher in the ~~nine months~~first quarter of ~~2022~~2023 compared to the ~~nine months~~first quarter of ~~2021~~2022 primarily due to ~~lower~~increased information technology costs and higher restructuring and other action-related charges ~~and~~partially offset by lower variable compensation costs partially offset by increased information technology costs coupled with expenses, net of expected insurance recoveries, related to the ransomware attack which occurred during the second quarter of 2022. During the nine months ended October 1, 2022, we incurred costs of approximately $16 million, net of expected insurance recoveries, related to the ransomware attack which included $14 million related primarily to supply chain disruptions, which are reflected in the “Cost of sales” line of the Condensed Consolidated Statements of Income and $2 million, net of expected insurance recoveries, related primarily to information technology, legal and consulting fees, which are reflected in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Income. costs. Included in restructuring and other action-related charges within operating profit in the ~~nine months~~first quarter of 2023 and 2022 ~~and 2021~~ were ~~$38~~$6 million and ~~$67~~$5 million, respectively, of charges related to the implementation of our Full Potential plan. Full Potential plan charges in the ~~nine months of~~quarters ended April 1, 2023 and April 2, 2022 included ~~charges related to supply chain segmentation~~non-cash gains of ~~$15~~$2 million ~~to position our manufacturing network to align with revenue growth opportunities of our Full Potential plan demand trends~~ and ~~a non-cash gain of~~ $7 million, respectively, to adjust the valuation allowance related to the U.S. Sheer Hosiery business resulting primarily from a decrease in carrying value due to changes in working capital. Full Potential plan charges in the nine months of 2021 included a charge of $16 million for an action to resize our U.S. corporate office workforce through a voluntary retirement program and impairment charges of $7 million related to the full impairment of an indefinite-lived trademark related to a specific brand within the European Innerwear business that was excluded from the disposal group.

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		Nine Months Ended					Quarters Ended
		October 1, 2022		October 2, 2021			April 1, 2023		April 2, 2022
		(dollars in thousands)					(dollars in thousands)
Restructuring and other action-related charges:	Restructuring and other action-related charges:					Restructuring and other action-related charges:
Full Potential Plan:	Full Potential Plan:					Full Potential Plan:
Professional services		$	21,014	$	36,793
Supply chain segmentation	Supply chain segmentation	14,587		—		Supply chain segmentation	$	4,523	$	1,020
Technology	Technology	9,052		—		Technology	3,684		4,459
Impairment of intangible assets		—		7,302
Professional services						Professional services	40		7,908
Operating model	Operating model	(1,112)		17,600		Operating model	(1,091)		(1,919)
Gain on classification of assets held for sale	Gain on classification of assets held for sale	(6,558)		—		Gain on classification of assets held for sale	(2,139)		(6,528)
Other	Other	650		5,458		Other	1,104		(138)
Total included in operating profit	Total included in operating profit	37,633		67,153		Total included in operating profit	6,121		4,802
Discrete tax benefits		—		19,097
Tax benefit effect on actions		6,394		12,041
Total benefit included in income tax expense		6,394		31,138
Loss on extinguishment of debt included in other expenses						Loss on extinguishment of debt included in other expenses	8,466		—
Gain on final settlement of cross currency swap contracts included in other expenses						Gain on final settlement of cross currency swap contracts included in other expenses	(116)		—
Gain on final settlement of cross currency swap contracts included in interest expense, net						Gain on final settlement of cross currency swap contracts included in interest expense, net	(1,254)		—
Total included in income (loss) from continuing operations before income tax expense						Total included in income (loss) from continuing operations before income tax expense	13,217		4,802
Tax effect on actions included in income tax expense						Tax effect on actions included in income tax expense	—		816
Total restructuring and other action-related charges	Total restructuring and other action-related charges	$	31,239	$	36,015	Total restructuring and other action-related charges	$	13,217	$	3,986

Liquidity and Capital Resources

Cash Requirements and Trends and Uncertainties Affecting Liquidity

We rely on our cash flows generated from operations and the borrowing capacity under our credit facilities to meet the cash requirements of our business. ~~Our primary uses of~~We recently shifted our capital allocation strategy to utilize our cash ~~are~~from operations for payments to our employees and vendors in the normal course of business and to reinvest in our business through capital ~~expenditures, maturities of~~expenditures. We then plan to utilize our free cash flow (cash from operations less capital expenditures) to pay down debt ~~and related interest payments, contributions~~ to bring our ~~pension plans, regular quarterly dividend payments, income tax payments and repurchases of our stock.~~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 estimate 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 one year from the issuance of these financial statements based on our current expectations and forecasts.

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In the quarter ended April 1, 2023, we entered into the Term Loan B, the 9.000% Senior Notes and redeemed our 4.625% Senior Notes and our 3.5% Senior Notes. Additionally, in November 2022 and in February 2023, given the ~~uncertain~~ economic ~~environment~~conditions and the associated impact on ~~future~~ earnings, we amended the credit agreement governing our Senior Secured Credit Facility ~~prior to any potential covenant violation in order~~ to modify the financial covenants in order to avoid a potential covenant violation and to provide operating flexibility. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.

Our primary sources of liquidity are cash generated from global operations and cash available under our Revolving Loan Facility, our accounts receivable securitization facility (the “ARS Facility”) and our other international credit facilities.

We had the following borrowing capacity and available liquidity under our credit facilities as of April 1, 2023:


	As of April 1, 2023
	Borrowing Capacity		Available Liquidity
	(dollars in thousands)
Senior Secured Credit Facility:
Revolving Loan Facility(1)	$	1,000,000	$	682,360
Accounts Receivable Securitization Facility(2)	169,406		3,406
Other international credit facilities	75,666		44,383
Total liquidity from credit facilities	$	1,245,072	$	730,149
Cash and cash equivalents			213,209
Total liquidity			$	943,358

(1)A portion of the Revolving Loan Facility is available to be borrowed in Euros or Australian dollars.

(2)Borrowing availability under the ARS Facility is subject to a quarterly fluctuating facility limit ranging from $200 million to $225 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 concentrations, reserves and other deductions, exceeds the outstanding loans.

The ~~amendment effects changes to certain provisions~~following have impacted or may impact our liquidity:

•In the quarter ended April 1, 2023, we entered into the Term Loan B, the 9.000% Senior Notes and redeemed our 4.625% Senior Notes and our 3.5% Senior Notes.

•We have principal and interest obligations under our debt and ongoing financial covenants under those debt facilities.

•The macroeconomic pressures including the COVID-19 pandemic, supply chain disruptions and inflationary pressures have had, and may continue to have, a negative impact on our business.

•Although we have historically paid a regular quarterly dividend, the Hanesbrands Board of Directors eliminated our quarterly cash dividend as we recently shifted our capital allocation strategy 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 efforts to accelerate worldwide omnichannel and global growth initiatives, as well as marketing and brand building.

•We have launched a multi-year cost savings program intended to self-fund the investments necessary to achieve our Full Potential plan’s objectives.

•We expect capital expenditures of approximately $150 million in 2023, including capital expenditures of $70 million within investing cash flow activities and cloud computing arrangements of $80 million within operating cash flow activities.

•In the future, we may pursue strategic business acquisitions or divestitures.

•We expect to have no required cash contributions to our U.S. pension plans in 2023 based on a preliminary calculation by our actuary but we may also elect to make 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 $269 million.

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Sources and Uses of Our Cash

The information presented below regarding the sources and uses of our cash flows for the quarters ended April 1, 2023 and April 2, 2022 was derived from our condensed consolidated interim financial statements.


	Quarters Ended
	April 1, 2023		April 2, 2022
	(dollars in thousands)
Operating activities	$	44,537	$	(231,189)
Investing activities	(5,300)		(29,590)
Financing activities	(64,180)		67,567
Effect of changes in foreign exchange rates on cash	(261)		1,793
Change in cash and cash equivalents	(25,204)		(191,419)
Cash and cash equivalents at beginning of year	238,413		560,629
Cash and cash equivalents at end of period	$	213,209	$	369,210

Operating Activities

Our overall liquidity has historically been driven by our cash flow provided by operating activities, which is dependent on net income and changes in our working capital. As compared to the prior year, net cash provided by operating activities resulting from improved working capital management primarily driven by lower inventory production and favorable accounts receivable, accounts payable and accruals activity partially offset by the payment to unwind and settle the cross-currency swap contracts previously designated as cash flow hedges in connection with the redemption of 3.5% Senior Notes and the increase capital investments in our cloud computing assets.

Investing Activities

The decrease in net cash used by investing activities in the first quarter of 2023 compared to the same period of 2022 was primarily the result of the final settlement of the cross currency swap contracts previously designated as net investment hedges in connection with the redemption of 3.5% Senior Notes which resulted in a $19 million cash inflow in the first quarter of 2023 and as a result of the sale of the European Innerwear business which resulted in an $11 million cash outflow in the first quarter of 2022.

Financing Activities

Net cash used for financing activities in the first quarter of 2023 primarily resulted from net payments on our ARS Facility and our Revolving Loan Facility as compared to the same period of 2022 where net cash provided by financing activities resulted from net borrowings on our ARS Facility and our Revolving Loan Facility. Additionally, in the quarter ended April 1, 2023, we refinanced our debt structure to provide greater near-term financial flexibility given the uncertainty within the current macroeconomic environment. The refinancing consisted of entering into the Term Loan B, issuing the 9.000% Senior Notes and redeeming our 4.625% Senior Notes and 3.5% Senior Notes. We paid approximately $27 million to amend and refinance the credit facilities which included a required make-whole premium of $5 million related to the redemption of the 3.5% Senior Notes and total capitalized debt issuance costs of $22 million related to the issuance of Term Loan B and the 9.000% Senior Notes. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information. Net cash from financing activities in the first quarter of 2022 also included a dividend payment of $52 million and shares repurchased at a total cost of $25 million. Additionally, we made scheduled repayments on Term Loan A of $6 million in the first quarter of 2023 and 2022.

Financing Arrangements

In the quarter ended April 1, 2023, we entered into the Term Loan B, issued the 9.000% Senior Notes and redeemed our 4.625% Senior Notes and our 3.5% Senior Notes. Additionally, in November 2022 and in February 2023, given the economic conditions and the associated impact on earnings, we amended the credit agreement governing our Senior Secured Credit Facility to modify the financial covenants in order to avoid a potential covenant violation and to provide operating flexibility. 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 April 1, 2023, we were in compliance with all financial covenants under our credit facilities and other outstanding indebtedness. Under the terms of our 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 during the period beginning with the fiscal quarter ending December 31, 2022 and continuing through the fiscal quarter ending December 30, 2023 (such period of time, the “Covenant Relief Period”)Facility), ~~including: (a) an increase in the maximum~~or leverage ratio, from 4.50 to 1.00 to 5.25 to 1.00 for the quarter ended December 31, 2022, 5.75 to 1.00 for the quarters ending April 1, 2023 through September 30, 2023 and 5.25 to 1.00 for the quarter ending December 30, 2023 reverting back to 4.50 to 1.00 for each ~~quarter after the Covenant Relief Period; (b) a reduction~~of

Table of the minimum interest coverage ratio from 3.00 to 1.00 to 2.60 to 1.00 for the quarters ending December 31, 2022 through December 30, 2023 with an increase to 2.75 to 1.00 for each quarter after the Covenant Relief Period; (c) a cap on dividend payments of $250,000 Contents

which will revert back to the current amounts after the Covenant Relief Period; (d) the addition of two new tiers to the top of the pricing grid if the maximum leverage ratio exceeds 5.00 to 1.00 and 5.50 to 1.00; and (e) the 0.50 increaseis defined in ~~the maximum leverage ratio resulting from a material permitted acquisition is suspended through the Covenant Relief Period. In conjunction with this amendment, we will transition~~ the Senior Secured Credit ~~Facility from~~Facility. The method of calculating all of the ~~London Interbank Offered Rate to~~components used in the ~~Secured Overnight Financing Rate with a 10 basis points credit spread adjustment already~~covenants is included in the Senior Secured Credit Facility. ~~After obtaining the debt amendment, we~~

We expect to maintain compliance with our covenants, as amended, for at least one year from the issuance of these financial statements based on our current expectations and ~~forecasts.~~forecasts, however economic conditions or the occurrence of events discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 or other SEC filings could cause noncompliance. If economic conditions worsen and our earnings and operating cash flows do not start to 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 our 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.

Our sources of liquidity are cash generated from global operations and cash available under our Revolving Loan Facility, our accounts receivable securitization facility (the “ARS Facility”) and our other international credit facilities.

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~~We had the following borrowing capacity and available liquidity under our credit facilities as of October 1, 2022:~~

As of October 1, 2022
Borrowing
Capacity Available Liquidity
(dollars in thousands)
Senior Secured Credit Facility:
Revolving Loan Facility(1)
$ 1,000,000 $ 560,028
Accounts Receivable Securitization Facility(2)
225,000 13,500
Other international credit facilities 61,310 36,121
Total liquidity from credit facilities $ 1,286,310 $ 609,649
Cash and cash equivalents 253,131
Total liquidity $ 862,780

~~(1)A portion of the Revolving Loan Facility is available to be borrowed in Euros or Australian dollars.~~

~~(2)~~Borrowing availability under the ARS Facility is subject to a quarterly fluctuating facility limit, not to exceed $225 million, and permitted only to the extent that the face of the receivables in the collateral pool, net of applicable concentrations, reserves and other deductions, exceeds the outstanding loans.

~~The following have impacted or may impact our liquidity:~~

•~~The COVID-19 pandemic which resulted in supply chain disruptions and inflationary pressures has had, and may continue to have, a negative impact on our business.~~

•For the nine months ended October 1, 2022, we entered into transactions to repurchase approximately 1.6 million shares of our common stock at a total cost of $25 million including broker’s commissions. At October 1, 2022, the remaining repurchase authorization under our current share repurchase program announced on February 2, 2022 totaled approximately $575 million.

•We have historically paid a regular quarterly dividend. 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 principal and interest obligations under our debt and ongoing financial covenants under those debt facilities.~~

•~~We have invested in efforts to accelerate worldwide omnichannel and global growth initiatives, as well as marketing and brand building.~~

•~~We have launched a multi-year cost savings program intended to self-fund the investments necessary to achieve our Full Potential plan’s objectives.~~

•We expect capital investments of approximately $140 million in 2022, including capital expenditures of $90 million within investing cash flow activities and cloud computing assets of $50 million within operating cash flow activities. For the nine months ended October 1, 2022, we invested approximately $71 million and $33 million in capital expenditures and cloud computing assets, respectively.

•~~In the future, we may pursue strategic business acquisitions or divestitures.~~

•~~We expect to have no required cash contributions to our U.S. pension plan in 2022 based on a preliminary calculation by our actuary but we may elect to make voluntary contributions.~~

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~~Sources and Uses of Our Cash~~

The information presented below regarding the sources and uses of our cash flows for the nine months ended October 1, 2022 and October 2, 2021 was derived from our condensed consolidated interim financial statements.

Nine Months Ended
October 1,
2022 October 2,
2021
(dollars in thousands)
Operating activities $ (491,682) $ 527,376
Investing activities (179,336) (44,404)
Financing activities 435,248 (475,924)
Effect of changes in foreign exchange rates on cash (71,728) (27,207)
Change in cash and cash equivalents (307,498) (20,159)
Cash and cash equivalents at beginning of year 560,629 910,603
Cash and cash equivalents at end of period $ 253,131 $ 890,444
Balances included in the Condensed Consolidated Balance Sheets:
Cash and cash equivalents $ 253,131 $ 873,628
Cash and cash equivalents included in current assets held for sale — 16,816
Cash and cash equivalents at end of period $ 253,131 $ 890,444

~~Operating Activities~~

Our overall liquidity has historically been driven by our cash flow provided by operating activities, which is dependent on net income and changes in our working capital. As compared to the prior year, higher net cash used by operating activities was due to changes in working capital primarily accounts payable, accruals, inventory due to inflationary increases, softer point-of-sale trends and supply chain disruptions, and increased capital investments in our cloud computing assets partially offset by improvement in accounts receivable and lower pension plan contributions in the nine months of 2022. Net cash from operating activities includes a $40 million contribution to our U.S. pension plan made in the first quarter of 2021.

~~Investing Activities~~

~~The increase in cash used by investing activities in the nine months of 2022 compared to the nine months of 2021 was primarily the result of the purchase of the~~ ~~Champion~~ trademark for footwear in the United States, Puerto Rico and Canada from Keds, LLC for $103 million, the sale of the European Innerwear business which resulted in an $11 million cash outflow and an increase in capital investments into our business.

~~Financing Activities~~

Net cash from financing activities increased in the nine months of 2022 primarily as a result of increased borrowings on our ARS Facility and our Revolving Loan Facility coupled with the repayment of the outstanding balance of Term Loan B in the nine months of 2021, which consisted of a required excess cash flow prepayment of $239 million and a voluntary prepayment of $61 million. Net cash from financing activities in the nine months of 2022 also included shares repurchased at a total cost of $25 million and Term Loan A scheduled payments of $19 million.

~~Financing Arrangements~~

In June 2022, we amended the ARS Facility. This amendment primarily increased the fluctuating facility limit to $225 million (previously $175 million) and extended the maturity date to June 2023. Additionally, the amendment changed our interest rate option as defined in the ARS Facility from the rate announced from time to time by PNC Bank, N.A. as its prime rate or the London Interbank Offered Rate to the rate announced from time to time by PNC Bank, N.A. as its prime rate or the Secured Overnight Financing Rate and increased certain receivables to the pledged collateral pool for the facility.

We believe our financing structure provides a secure base to support our operations and key business strategies. As of October 1, 2022, we were in compliance with all financial covenants under our credit facilities and other outstanding indebtedness. Under the terms of our 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. In November 2022, given the uncertain economic environment and the associated impact on future earnings, we amended our Senior Secured Credit Facility prior to any potential covenant violation in order to modify the financial covenants and to provide operating flexibility as described in Note “Debt” to our

~~Table of Contents~~

condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q. We expect to maintain compliance with our covenants for at least one year from the issuance of these financial statements based on our current expectations and forecasts, however economic conditions or the occurrence of events discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended January 1, 2022 and our Quarterly Report on Form 10-Q for the quarter ended July 2, 2022 or other SEC filings could cause noncompliance.

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 ~~January 1,~~December 31, 2022.

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 ~~January 1,~~December 31, 2022. There have been no material changes in these policies from those described in our Annual Report on Form 10-K for the year ended ~~January 1,~~December 31, 2022.

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.


Item 3.			Quantitative and Qualitative Disclosures about Market Risk

There have been no significant changes in our market risk exposures from those described in Item 7A of our Annual Report on Form 10-K for the year ended ~~January 1,~~December 31, 2022.


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 Interim 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 Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~October~~April 1, ~~2022.~~2023.

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 Interim 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.

As previously disclosed, on May 24, 2022, we identified that we had become subject to a ransomware attack impacting certain of our information technology systems and activated our incident response and business continuity plans designed to contain the incident. See Note “Basis of Presentation – Ransomware Attack” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information. As a result of the ransomware attack, we performed additional tests of controls and manual compensating controls.

~~PART II~~

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PART II


Item 1.			Legal Proceedings

~~Although we~~No new legal proceedings became reportable during the quarter ended April 1, 2023 and there have been no material developments during such quarter regarding any previously reported legal proceedings which have not been previously disclosed.

We are also subject to various claims and legal actions that occur from time to time in the ordinary course of our ~~business,~~business. However, we are not party to any pending legal proceedings, including the pending lawsuits in connection with the previously disclosed ransomware incident, that we believe could have a material adverse effect on our business, results of operations, financial condition or cash flows.


Item 1A.			Risk Factors

The risk factors that affect our business and financial results that are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended ~~January 1, 2022 and in Part II, Item 1A, of our Quarterly Report on Form 10-Q for the quarter ended July 2,~~December 31, 2022. 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.


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

None.


Item 3.			Defaults Upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

Not applicable.


Item 5.			Other Information

As previously disclosed on November 23, 2021, Hanesbrands Inc. (the “Company”), along with each of MFB International Holdings S.à r.l. (the “Lux Borrower”) and HBI Australia Acquisition Co. Pty Ltd (the “Australian Borrower” and, together with the Company and the Lux Borrower, the “Borrowers”), entered into the Fifth Amended and Restated Credit Agreement, dated as of November 19, 2021 (as amended from time to time, the “Credit Agreement”), with the various financial institutions and other persons from time to time party to the Credit Agreement as lenders, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent.

On November 4, 2022, the Company, along with the other Borrowers, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment effects changes to certain provisions and covenants under the Credit Agreement during the period beginning with the fiscal quarter ending December 31, 2022 and continuing through the fiscal quarter ending December 31, 2023 (such period of time, the “Covenant Relief Period”), including: (a) increases in the maximum consolidated net total leverage ratio to (i) 5.25:1.00 through December 31, 2022, (ii) 5.75:1.00 from January 1, 2023 through September 30, 2023, and (iii) 5.25:1.00 from October 1, 2023 through December 31, 2023 and (b) reduction of the minimum consolidated net interest coverage ratio from 3.00 to 1.00 to 2.60 to 1.00. Following the Covenant Relief Period, (i) the maximum consolidated net total leverage ratio will revert to previous levels and (ii) the minimum consolidated net interest coverage ratio will be reduced from 3:00 to 1.00 to 2.75 to 1.00. In addition, during the Covenant Relief Period, the (i) applicable margin calculated based on the consolidated net total leverage ratio will be up to a maximum of (a) 2.25% for term benchmark loans, daily simple Secured Overnight Financing Rate (“SOFR”) loans and Central Bank rate loans and (b) 1.25% for alternative base rate loans; and (ii) the applicable commitment fee margin will be calculated based on consolidated net total leverage ratio will be up to a maximum of 0.35%. The Second Amendment also contains certain amendments related to the transition of the benchmark rate from London Interbank Offered Rate to SOFR.

From time to time, the financial institutions party to the Credit Agreement or their affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and will receive, customary fees and expenses. For example, certain lenders under the Credit Agreement and/or their affiliates are parties to the Company’s accounts receivable securitization facility.None.

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The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q, and is incorporated herein by reference. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Second Amendment or the Credit Agreement, as applicable.

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Item 6.			Exhibits


Exhibit Number						Description

3.1						Articles of Amendment and Restatement of Hanesbrands Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006).

3.2						Articles Supplementary (Junior Participating Preferred Stock, Series A) (incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2006).

3.3						Articles of Amendment to Articles of Amendment and Restatement of Hanesbrands Inc. (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2015).

3.4						Articles Supplementary (Reclassifying Junior Participating Preferred Stock, Series A) (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2015).

3.5						Amended and Restated Bylaws of Hanesbrands Inc., as amended on September 29, 2022 (incorporated by reference from Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, ~~2022~~2022).

4.1						)Indenture, dated February 14, 2023, among Hanesbrands Inc., the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2023).

4.2						Form of 9.000% Senior Notes due 2031 (incorporated by reference from Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2023).

10.1						~~First~~Third Amendment, dated ~~October 31, 2022,~~as of February 1, 2023, to the Fifth Amended and Restated Credit Agreement among Hanesbrands Inc., MFB International Holdings S.à r.l., HBI Australia Acquisition Co. Pty Ltd, the lenders party thereto ~~from time to time~~ and JPMorgan Chase Bank N.A., as the administrative agent and the collateral agent.

10.2						~~Second~~First Incremental Amendment and Joinder Agreement, dated ~~November 4, 2022,~~as of March 8, 2023, to the Fifth Amended and Restated Credit Agreement among Hanesbrands Inc., MFB International Holdings S.à r.l., HBI Australia Acquisition Co. Pty Ltd, the lenders party thereto ~~from time to time~~ and JPMorgan Chase Bank N.A., as the administrative agent and the collateral ~~agent.~~agent (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2023).

10.3						Form of Severance/Change in Control Agreement entered into by and between Hanesbrands Inc. and certain of its executive officers and schedule of all such agreements with current executive officers.*
31.1						Certification of Stephen B. Bratspies, Chief Executive Officer.

31.2						Certification of ~~Michael P. Dastugue,~~M. Scott Lewis, Interim Chief Financial Officer.

32.1						Section 1350 Certification of Stephen B. Bratspies, Chief Executive Officer.

32.2						Section 1350 Certification of ~~Michael P. Dastugue,~~M. Scott Lewis, Interim Chief Financial Officer.

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

101.SCH XBRL						Inline Taxonomy Extension Schema Document

101.CAL XBRL						Inline Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL						Inline Taxonomy Extension Label Linkbase Document

101.PRE XBRL						Inline Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL						Inline Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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*			Management contract or compensatory plans or arrangements.

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SIGNATURES

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


HANESBRANDS INC.

By:						/s/ ~~Michael P. Dastugue~~M. Scott Lewis
						~~Michael P. Dastugue~~M. Scott Lewis Interim Chief Financial Officer (Duly authorized officer and principal financial officer)

Date: ~~November 9, 2022~~May 3, 2023

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	As of October 1, 2022
	Borrowing Capacity		Available Liquidity
	(dollars in thousands)
Senior Secured Credit Facility:
Revolving Loan Facility(1)	$	1,000,000	$	560,028
Accounts Receivable Securitization Facility(2)	225,000		13,500
Other international credit facilities	61,310		36,121
Total liquidity from credit facilities	$	1,286,310	$	609,649
Cash and cash equivalents			253,131
Total liquidity			$	862,780