Obligation HanesBrands 3.5% ( XS1419661118 ) en EUR

Société émettrice HanesBrands
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  XS1419661118 ( en EUR )
Coupon 3.5% par an ( paiement semestriel )
Echéance 14/06/2024 - Obligation échue



Prospectus brochure de l'obligation Hanesbrands XS1419661118 en EUR 3.5%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Description détaillée Hanesbrands Inc. est une entreprise américaine de vêtements, leader mondial dans la conception, la fabrication et la commercialisation de sous-vêtements et de basiques du quotidien, à travers des marques emblématiques comme Hanes, Champion, Playtex et Bali.

L'Obligation émise par HanesBrands ( Etas-Unis ) , en EUR, avec le code ISIN XS1419661118, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2024









NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
LISTING PARTICULARS



500,000,000



Hanesbrands Finance Luxembourg S.C.A.
3.5% Senior Notes due 2024
Guaranteed by Hanesbrands Inc.


Hanesbrands Finance Luxembourg S.C.A., a newly-formed corporate partnership limited by shares (société en commandite par actions) incorporated under the laws of
the Grand Duchy of Luxembourg (the "Issuer"), has issued 500,000,000 aggregate principal amount of 3.5% Senior Notes due 2024 (the "notes"). The Issuer will pay
interest on the notes on June 15 and December 15 of each year, commencing December 15, 2016. The notes will mature on June 15, 2024.

Prior to March 15, 2024 (three months prior to the maturity date for the notes), the Issuer may redeem all or a portion of the notes at a price equal to 100% of the
principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a "make-whole" premium. In addition, on or after March 15,
2024 (three months prior to the maturity date for the notes), the Issuer may redeem all or a portion of the notes at a price equal to 100% of the principal amount, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuer may also redeem all, but not less than all, of the notes upon the occurrence of
certain changes in applicable tax law.

If we experience specific kinds of changes in control and a ratings downgrade, the Issuer must offer to purchase the notes. See "Description of Notes--Change of
Control Triggering Event."

The notes will initially be guaranteed (the "guarantees") on a senior unsecured basis by Hanesbrands Inc. (the "parent guarantor") and certain of its subsidiaries (the
"subsidiary guarantors" and, together with the parent guarantor, the "guarantors") that guarantee our Euro Term Loan Facility (as defined below) and, in the future, by
each of the parent guarantor's subsidiaries that guarantee certain material debt facilities of the Issuer or the guarantors or certain material debt securities issued by the
Issuer or the guarantors. The notes will be the Issuer's senior unsecured obligations and will rank equally in right of payment with all of the Issuer's existing and future
senior debt and senior in right of payment to any subordinated debt the Issuer may incur. The notes will be effectively subordinated to any of the Issuer's existing and
future secured debt to the extent of the value of the collateral securing such debt. The guarantees will rank equally in right of payment with the applicable guarantors'
existing and future senior debt and senior in right of payment to any subordinated debt that guarantor may incur. In addition, the notes will be structurally subordinated
to the liabilities of our non-guarantor subsidiaries.

The validity and enforceability of certain of the guarantees and liability of certain of the guarantors will be subject to the limitations described in "Certain Insolvency
Considerations and Limitations on the Validity and Enforceability of the Guarantees." The guarantees may be released under certain circumstances.

There is currently no public market for the notes. An application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to admit
the notes to trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market within the
meaning of Directive 2004/39/EC on markets in financial instruments.

See "Risk Factors" beginning on page 18 for a discussion of certain risks that you should consider in connection with an investment in the notes.

The notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other place.

The notes have initially been issued in the form of one or more global notes in registered form. On their issue date, the global notes were deposited and registered in the
name of a nominee for a common depositary of Euroclear SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream").










Listing Particulars dated June 16, 2016




15937283-V7



TABLE OF CONTENTS


SUMMARY ............................................................................................................................................................................................... 1
OUR CORPORATE STRUCTURE .......................................................................................................................................................... 6
SUMMARY OF THE NOTES .................................................................................................................................................................. 8
RISK FACTORS ..................................................................................................................................................................................... 11
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA .................................................................................................. 12
RISK FACTORS ..................................................................................................................................................................................... 14
USE OF PROCEEDS .............................................................................................................................................................................. 30
CAPITALIZATION ................................................................................................................................................................................ 31
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA ................................................................................................... 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS......................................................................................................................................................................................... 33
BUSINESS .............................................................................................................................................................................................. 55
MANAGEMENT ..................................................................................................................................................................................... 63
DESCRIPTION OF OTHER INDEBTEDNESS ..................................................................................................................................... 68
DESCRIPTION OF NOTES .................................................................................................................................................................... 72
BOOK-ENTRY SETTLEMENT AND CLEARANCE......................................................................................................................... 100
TRANSFER RESTRICTIONS .............................................................................................................................................................. 103
CERTAIN TAX CONSIDERATIONS ................................................................................................................................................. 106
CERTAIN ERISA CONSIDERATIONS .............................................................................................................................................. 111
PLAN OF DISTRIBUTION .................................................................................................................................................................. 113
LISTING AND GENERAL INFORMATION ...................................................................................................................................... 142
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ............................................................................................................ F-1






Hanesbrands Inc. is a Maryland corporation. The Issuer of the notes is Hanesbrands Finance Luxembourg S.C.A., a newly-
formed corporate partnership limited by shares (société en commandite par actions) incorporated under the laws of the Grand
Duchy of Luxembourg. Unless otherwise indicated or the context otherwise requires, in these listing particulars, the terms
"HBI," the "Company," "us," "we" and "our" refer to Hanesbrands Inc. and its consolidated subsidiaries, and the term
"Issuer" refers to Hanesbrands Finance Luxembourg S.C.A. References to the "notes" include the related guarantees unless
the context requires otherwise.

The Issuer is a wholly-owned, indirect subsidiary of Hanesbrands Inc. Our principal executive offices are located at 1000 East
Hanes Mill Road, Winston-Salem, North Carolina 27105, and our telephone number at that address is (336) 519-8080. We use
our corporate and investor relations websites (www.hanes.com/corporate and www.hanes.com/investors, respectively) as
channels of distribution of company information. None of the information provided on or accessible through our website is
incorporated into, or deemed to be a part of, these listing particulars, and you should rely only on the information contained in
these listing particulars when making a decision as to whether to invest in the notes.








ii



IMPORTANT INFORMATION ABOUT THESE LISTING PARTICULARS

These listing particulars have been prepared by the Issuer and the guarantors solely for use in connection with the proposed
listing of the notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Euro MTF market of the
Luxembourg Stock Exchange. These listing particulars do not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire the notes.
Each of the Issuer and the guarantors, having made all reasonable inquiries, confirm that, to the best of their knowledge,
information and belief (having taken all reasonable care to ensure that such is the case), these listing particulars contain all information
that is material in the context of the listing of the notes on the Official List of the Luxembourg Stock Exchange and admission to
trading on the Euro MTF market of the Luxembourg Stock Exchange, that the information contained in these listing particulars is true
and accurate in all material respects and is not misleading in any material respect, and that there are no other facts the omission of
which would make these listing particulars or any such information misleading in any material respect. The information contained in
these listing particulars is as of the date hereof. The Issuer and the guarantors accept responsibility for the information contained in
these listing particulars, accordingly.
In making an investment decision, you must rely solely on the information contained in these listing particulars and your own
examination of the Issuer and the guarantors and their respective subsidiaries, including the merits and risks involved. In addition,
none of the Issuer, the guarantors, and none of any of their respective affiliates or representatives, are making any representation to
you regarding the legality of an investment in the notes, and you should not construe anything in these listing particulars as legal,
business, financial or tax advice. You should consult your own advisers as to legal, tax, business, financial and related aspects of an
investment in the notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the notes or
possess or distribute these listing particulars, and you must obtain all applicable consents and approvals; none of the Issuer, the
guarantors or their respective subsidiaries and affiliates shall have any responsibility for any of the foregoing legal requirements. The
distribution of these listing particulars in certain jurisdictions may be restricted by law. You should refer to "Transfer Restrictions"
and "Plan of Distribution."
The notes will be available in book-entry form only. The notes have been issued in the form of one or more global notes. The
global notes representing the notes have been deposited with a common depositary and registered in the name of the nominee of the
common depositary for the accounts of Euroclear and Clearstream. Transfers of interests in the global notes will be effected through
records maintained by Euroclear and Clearstream, respectively, and their respective participants. The notes will not be issued in
definitive registered form except under the circumstances described in "Book-Entry Settlement and Clearance."

Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to admit the notes to
trading on the Euro MTF Market. The Issuer may choose to apply to list the notes on another recognized stock exchange or may
change the exchange on which the notes are listed in the future and without notice.

iii



STABILIZATION

IN CONNECTION WITH THE OFFERING OF THE NOTES, (THE "STABILIZING MANAGER"), OR PERSONS
ACTING ON BEHALF OF STABILIZING MANAGER, MAY OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER OR
PERSONS ACTING ON ITS BEHALF WILL UNDERTAKE ANY STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER
OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE NOTES, OR NO
LATER THAN 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

Cautionary Statement Regarding Forward-Looking Statements
These listing particulars contain "forward-looking statements". 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: "anticipate," "intend," "plan,"
"goal," "seek," "aim," "strive," "believe," "project," "predict," "estimate," "expect," "continue," "strategy," "future," "likely," "may,"
"might," "should," "will," the negative of these terms and similar references to future periods. Examples of forward-looking
statements include, among others, statements we make regarding: guidance and predictions relating to expected operating results;
strategic actions, including acquisitions and dispositions, anticipated benefits from strategic actions, and our success in integrating
acquired businesses; anticipated levels of capital expenditures in future periods; our belief that we have sufficient liquidity to fund our
ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent
liabilities and governmental and regulatory investigations and proceedings; and our strategy for growth and product development.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on
our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections,
anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of
our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements.
Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-
looking statements include, among others, the following: our ability to successfully integrate acquired businesses; any inadequacy,
interruption, integration failure or security failure with respect to our information technology; the impact of significant fluctuations
and volatility in various input costs, such as cotton and oil-related materials, utilities, freight and wages; our ability to manage our
inventory effectively and accurately forecast demand for our products; the highly competitive and evolving nature of the industry in
which we compete; the risk of improper conduct by any of our employees, agents or business partners that threatens our reputation and
ability to do business; our complex multinational tax structure; significant fluctuations in foreign exchange rates; our ability to access
sufficient capital at reasonable rates or commercially reasonable terms or to maintain sufficient liquidity in the amounts and at the
times needed; risks associated with our indebtedness; and the other factors described under the caption "Risk Factors" of these listing
particulars.
Any forward-looking statement in these listing particulars speaks only as of the date of these listing particulars. We undertake
no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether
as a result of new information, future developments or otherwise.
iv



PRESENTATION OF FINANCIAL INFORMATION

Financial Information Included in these Listing Particulars
We present in these listing particulars financial information for the parent guarantor and its consolidated subsidiaries. We
have included in these listing particulars our audited consolidated financial statements for the years ended January 2, 2016, January 3,
2015 and December 28, 2013 and our unaudited condensed consolidated financial statements for the quarters ended April 2, 2016 and
April 4, 2015. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S.
GAAP"). We do not separately present the financial information of the Issuer because the Issuer is a newly-formed company that has
been formed solely for the purposes of issuing the notes. As of the date the notes are issued, the Issuer will not conduct any operating
activities, hold any material assets, other than the proceeds of the notes offering, or have any material liabilities, other than the notes,
and the Issuer has not engaged in any activities other than those related to its formation in preparation for the issuance of the notes.
Change in Presentation of Certain Segment-Level Financial Information
As a result of a shift in management responsibilities, we decided during the first quarter of 2016 to change the reporting of
certain segment-level financial information previously included in our public filings made with the U.S. Securities and Exchange
Commission ("SEC"), including (1) by moving our wholesale e-commerce business from our Direct to Consumer segment into our
Innerwear and Activewear segments and (2) changing how we allocate certain selling, general and administrative expenses between
segments. The financial results relating to segment information for the fiscal quarter ended April 2, 2016 and the fiscal quarter ended
April 4, 2015 contained in these listing particulars discussed under "Summary," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," and in our consolidated financial statements included in these listing
particulars, reflect these changes to the reporting of our segment-level financial information. However, the financial results relating to
segment information for the fiscal years ended January 2, 2016, January 3, 2015 and December 28, 2013 contained in these listing
particulars and in our consolidated financial statements do not reflect these changes to the reporting of our segment-level financial
information.
Presentation of Condensed Financial Information Concerning the Guarantors
The information in these listing particulars relates to notes that were offered in an offering that was exempt from registration
under the Securities Act, and these listing particulars do not contain financial statement footnote disclosure about the guarantors
compared to our non-guarantor subsidiaries, which would be required as part of a registered offering. The financial information
contained in Note 22, "Consolidating Financial Information" in the notes to our audited consolidated financial statements for the years
ended January 2, 2016, January 3, 2015 and December 28, 2013 and Note 13, "Consolidating Financial Information" in the notes to
our unaudited condensed consolidated financial statements for the quarters ended April 2, 2016 and April 4, 2015, each of which is
included elsewhere in these listing particulars, provide financial information regarding the guarantors of the 6.375% Senior Notes due
2020 issued by the parent guarantor, which have been called for redemption and discharged. Our subsidiaries guaranteeing the 6.375%
Senior Notes due 2020 are not the same as the guarantors, and you should not rely on the information in these footnotes as indicative
of the financial condition or results of operations of the guarantors.
Market Share, Ranking, Industry Data and Forecasts
These listing particulars include market share, ranking, industry data and forecasts that we obtained from industry
publications, surveys, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the
information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy
or completeness of the information. We have not independently verified any of the data from third-party sources, nor have we
ascertained the underlying economic assumptions relied upon therein. While we are not aware of any misstatements regarding our
industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors,
including those discussed under "Risk Factors" in these listing particulars. We cannot guarantee the accuracy or completeness of such
information contained in these listing particulars.
Trademarks, Service Marks and Tradenames
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our
business. Solely for convenience, the trademarks, service marks and tradenames referred to in these listing particulars are listed
without the ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensors to these trademarks, service marks and tradenames.
v



Currency Presentation
In these listing particulars, all references to "euro," "EUR" or "" are to the single currency of the participating member
states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time, all
references to "U.S. dollars," "US$" and "$" are to the lawful currency of the United States of America, and all references to "AUD$"
are to the lawful currently of the Commonwealth of Australia. We publish our financial statements in U.S. dollars.
Exchange Rates
The following table sets forth, for the periods set forth below, the high, low, average and period end Bloomberg Generic
Composite Rate expressed as U.S. dollars per 1.00. The Bloomberg Generic Composite Rate is a "best market" calculation, in which,
at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest
ask rate offered by these banks. The Bloomberg Generic Composite Rate is a mid-value rate between the applied highest bid rate and
the lowest ask rate. The rates may differ from the actual rates used in the preparation of the consolidated financial statements and other
financial information appearing in these listing particulars. Neither we nor the initial purchasers represent that the U.S. dollar amounts
referred to below could be or could have been converted into euro at any particular rate indicated or any other rate. The exchange rate
of the euro on May 12, 2016 was U.S.$1.1377=1.00.

Period
High
Low
Average (1)
Period end




2010 ...................................................................................................
1.4513
1.1923
1.3266

1.3384
2011 ...................................................................................................
1.4830
1.2907
1.3926

1.2961
2012 ...................................................................................................
1.3458
1.2061
1.2860

1.3193
2013 ...................................................................................................
1.3802
1.278
1.3285

1.3743
2014 ...................................................................................................
1.3934
1.2098
1.3285

1.2098
2015 ...................................................................................................
1.2104
1.0496
1.1102

1.0862
January 2016 .....................................................................................
1.0985
1.0711
1.0866

1.0831
February 2016 ...................................................................................
1.1376
1.0815
1.1044

1.0873
March 2016 .......................................................................................
1.1412
1.0822
1.1142

1.1380
April 2016 .........................................................................................
1.1465
1.1217
1.1340

1.1451
May 1 through May 12, 2016 ............................................................
1.1616
1.1359
1.1434

1.1377

(1)
The average of the last price on each day of the relevant period.

Our inclusion of the exchange rate information set forth above is not meant to suggest that the euro amounts actually
represent U.S. dollar amounts or that these amounts could have been converted into U.S. dollars at any particular rate, if at all.
vi



SUMMARY
This summary highlights information presented in greater detail elsewhere in these listing particulars. This summary is not
complete and does not contain all the information you should consider before investing in the notes. You should read these entire
listing particulars and the other documents to which we refer for a more complete understanding of our business. Please read the
section entitled "Risk Factors" for more information about important factors you should consider before investing in the notes.
Our Company
We are a socially responsible manufacturer and marketer of leading everyday basic apparel under some of the world's
strongest apparel brands, including Hanes, Champion, Maidenform, DIM, Playtex, Bali, JMS/Just My Size, Nur Die/Nur Der, L'eggs,
Lovable, Wonderbra, Flexees, Lilyette and Gear for Sports.
We sell bras, panties, shapewear, hosiery, men's underwear, children's underwear, socks, T-shirts and other activewear in the
Americas, Asia, Australia and Europe. In the United States, we sell more units of intimate apparel, male underwear and children's
underwear than any other company. Unlike most apparel companies, we primarily operate our own manufacturing facilities. More
than 80% of the apparel units that we sell in the United States are manufactured in our own plants or those of dedicated contractors.
We have a long history of innovation, product excellence and brand recognition. In fact, more than 80% of U.S. households
have our products in them. We revolutionized Tagless T-shirts and underwear, we invented the sports bra and we were the first to
advertise a bra on national television (Playtex). We are now using our Innovate-to-Elevate strategy to integrate our brand superiority,
industry-leading innovation and low-cost global supply chain to provide higher valued products while lowering production costs. Our
Tagless apparel platform, ComfortFlex Fit bra platform, ComfortBlend fabric platform and temperature-control X-Temp fabric
platform incorporate big-idea innovation to span brands, product categories, business segments, retailer and distribution channels and
geographies.
Founded in 1901, we were organized as a Maryland corporation in 2005 and spun off from Sara Lee Corporation in 2006, at
which time we became an independent, publicly-traded corporation. Since then, we have used strategic acquisitions to expand our
brand portfolio. In November 2010, we expanded our activewear portfolio through the acquisition of GearCo, Inc., known as Gear for
Sports, a leading seller of licensed logo apparel in collegiate bookstores and other channels. In October 2013, we acquired
Maidenform Brands Inc., a global intimate apparel company, including the brands Maidenform, Flexees and Lilyette. We acquired
another portfolio of strong brands including DIM, Nur Die/Nur Der, Lovable, Shock Absorber and Abanderado through the August
2014 acquisition of DBA Lux Holding S.A. ("Hanes Europe Innerwear"), a leading marketer of intimate apparel, hosiery and
underwear in Europe. In April 2015, we acquired Knights Holdco, Inc., a leading seller of licensed collegiate logo apparel primarily in
the mass retail channel. As described below under "--Recent Developments," in April 2016 we entered into agreements to acquire
Champion Europe S.p.A. ("Champion Europe"), which owns the trademark for the Champion brand in Europe, the Middle East and
Africa, as well as Pacific Brands Limited ("Pacific Brands"), the leading underwear and intimate apparel company in Australia. We
believe these acquisitions will create growth and cost savings opportunities and increased scale to serve retailers.
We take great pride in our strong reputation for ethical business practices and the success of our Hanes for Good corporate
responsibility program for community and environmental improvement. We are the only apparel producer to ever be honored by the
Great Place to Work Institute for its workplace practices in Central America and the Caribbean, and in 2015 were ranked No. 160 on
the Forbes magazine list of America's Best Employers. For seven consecutive years, Hanesbrands has won the U.S. Environmental
Protection Agency Energy Star sustained excellence/partner of the year award--the only apparel company to earn sustained
excellence honors. In 2015, we ranked No. 246 on Newsweek magazine's green list of 500 largest U.S. companies.
Our Brands and Operations
Our portfolio of leading brands is designed to address the needs and wants of various consumer segments across a broad
range of basic apparel products. Our brands hold either the number one or number two U.S. market position by units sold in most
product categories in which we compete. Each of our brands has a unique consumer positioning that distinguishes it from its
competitors and guides its advertising and product development.
Hanes is the largest and most widely recognized brand in our portfolio. Hanes is the number one brand of total apparel in the
United States and is found in eight out of ten U.S. households. The Hanes brand covers all of our product categories, including men's,
women's and children's underwear, bras, socks, T-shirts, fleece, shapewear and sheer hosiery. Hanes stands for outstanding comfort,
style and value.
Champion is our second-largest brand. For nearly 100 years, Champion has been outfitting athletes in authentic, high-quality
athletic apparel, including high-performance sports bras, team uniforms and gym essentials like classic T-shirts, mesh shorts and
fleece hoodies. An industry leader in quality, design and performance innovation, Champion provides athletes with mobility,
1



durability and up-to-date styles--in and out of the gym, on and off the field. Champion has also collaborated on premium apparel
items through an exclusive collection with Todd Snyder, a limited edition men's apparel line for Urban Outfitters and custom specialty
items for Supreme. In addition, we distribute a full line of men's, women's and children's C9 by Champion products exclusively
through Target Corporation ("Target") stores. As described below under "--Recent Developments," we recently entered into an
agreement to acquire Champion Europe, which owns the trademark for the Champion brand in Europe, the Middle East and Africa.
Our brand portfolio also includes a number of iconic intimate apparel brands: Bali offers a range of bras, panties and
shapewear sold in the department store channel and is the number one bra brand in department stores. Playtex is the United States'
number one plus-size bra brand. Playtex offers superior fit and support for women of all sizes and is sold everywhere from mass
merchandise retailers to department stores. DIM is a flagship European brand and a market leader in women's underwear, hosiery and
intimate apparel in France. Maidenform is the number one shapewear brand in the United States and has been trusted for modern,
sensual style in bras, panties and shapewear since 1922. As described below under "--Recent Developments," we recently entered
into an agreement to acquire Pacific Brands, which owns the Bonds brand, an iconic century-old brand that holds the No. 1 market
share in Australia for men's underwear, women's underwear, children's underwear, babywear and socks, as well as the No. 3 position
in Australia in bras.
In addition, we offer a variety of products under the following well-known brands: JMS/Just My Size, Nur Die/Nur Der,
L'eggs, Wonderbra, Gear for Sports, Lilyette and Loveable.
These brands serve to round out our product offerings, allowing us to give consumers a variety of options to meet their
diverse needs.
Our Segments
Our operations are managed and reported in four operating segments: Innerwear, Activewear, Direct to Consumer and
International. Each segment is organized principally by product category, geographic location or distribution channel. Each segment
also has its own management that is responsible for the operations of the segment's businesses, but all segments share a common
supply chain and media and marketing platforms.

Segment
Primary products
Primary brands


Innerwear
Intimate apparel, such as bras and Maidenform,
Bali,
Playtex,
Hanes,
shapewear
JMS/Just My Size, Lilyette, Wonderbra,
Donna Karan,* DKNY*




Men's underwear, women's panties, Hanes, Champion, Maidenform, Bali and
children's underwear and socks
Polo Ralph Lauren*




Hosiery
L'eggs, Hanes, Maidenform, JMS/Just My
Size, Donna Karan,* DKNY*



Activewear
T-shirts, fleece, sport shirts, performance Champion, Hanes, JMS/Just My Size,
T-shirts and shorts, sports bras and Hanes Beefy-T, Gear for Sports, Duofold
thermals



Direct to Consumer
Activewear, men's underwear, children's Hanes, Bali, Maidenform, Champion,
underwear, intimate apparel, socks and Playtex, Lilyette, JMS/Just My Size, L'eggs
hosiery



International
Activewear, men's underwear, children's DIM, Playtex, Hanes, Champion, Nur
underwear, intimate apparel, socks and Die/Nur Der,
Lovable,
Wonderbra,
hosiery
Maidenform,
Shock Absorber,
Abanderado, Zorba, Rinbros, Kendall,*
Sol y Oro, Polo Ralph Lauren,* Fila,*
Bellinda, Edoo, Track N Field, Donna
Karan,* DKNY*

* Brand used under a license agreement.

During the fiscal quarter ended April 2, 2016, net sales from our Innerwear segment were $560.7 million, representing
approximately 46% of net sales, net sales from our Activewear segment were $309.5 million, representing approximately 25% of total
net sales, net sales from our Direct to Consumer segment were $69.8 million, representing approximately 6% of total net sales and net
2



sales from our International segment were $279.1 million, representing approximately 23% of total net sales and included sales in
Europe, Asia, Latin America, Canada, Australia, the Middle East, Africa and the Caribbean. For information on our change to certain
segment-level financial information, please see "Presentation of Financial Information."
Our Competitive Strengths
Strong brands with leading market positions. At our core, we are a branded company. Our portfolio of leading brands hold
the number one or number two U.S. market position by units sold in most product categories in which we compete. In fact, Hanes, our
largest brand, can be found in over eight out of ten households in the United States. In apparel, brands matter--they are built over time
through hundreds of millions of interactions with consumers. Over the past decade we have spent over $1 billion on innovation,
research and development, quality improvements and advertising to further strengthen our brands as well as our relationship with
consumers. That strong consumer relationship, coupled with the replenishment nature of our categories, is an important driver of our
revenue stream.
High-volume, core basic apparel products. We sell high-volume, frequently replenished core basic apparel products. The
majority of our core styles continue from year to year, with variations only in color, fabric or design details, and are frequently
replenished by consumers. We believe that our status as a high-volume seller of core basic apparel products creates a more predictable
revenue base and reduces our exposure to fashion shifts often observed in the general apparel industry.
Significant scale of operations. Hanesbrands is the largest basic apparel company in the world, selling innerwear and
activewear in the Americas, Asia, Australia and Europe. Most of our products are sold to large retailers that have high-volume
demands. We believe that we are able to leverage our significant scale of operations to provide us with greater manufacturing
efficiencies, purchasing power and product design, marketing and customer management resources than our smaller competitors.
Global supply chain. We believe that our supply chain provides us with a distinct competitive advantage and sets us apart
from the vast majority of apparel companies. We have over 53,000 Hanesbrands employees in 47 large-scale, highly efficient
facilities, grouped into three main clusters: Central America, the Caribbean Basin and Asia. We also manufacture hosiery and certain
other products in various company-owned facilities in both the United States and Europe. Our supply chain is balanced between the
Eastern and Western hemispheres. This balanced approach not only helps mitigate logistic and geo-political risks, but it also allows us
to serve approximately 70% of the world's gross domestic product in a low-cost manner. By owning our supply chain, we have
accumulated deep product and manufacturing knowledge, developed proven manufacturing processes and created a culture of
continuous improvement. This provides us with a number of benefits that we believe have driven higher, sustainable profit margins.
Strong customer relationships. We sell our products primarily through large, high-volume retailers, including mass
merchants, department stores and national chains. We have strong, long-term relationships with our top customers--in fact, all of our
key customer relationships have been in place for ten years or more. We have aligned significant parts of our organization with
corresponding parts of our customers' organizations. We also have entered into customer-specific programs such as our C9 by
Champion products marketed and sold through Target.
International presence. We have a strong international presence, which we expect to continue to grow with the pending
acquisitions of Champion Europe and Pacific Brands. Our innerwear brands are market leaders across Western and Central Europe. In
the intimate apparel category, we hold the number one market share in France and Spain and the number two market share in Italy.
We are also the category leader in men's underwear in France and Spain, and in hosiery in France and Germany.
Key Business Strategies
A key driver of our success over the last number of years has been our singular focus on executing our strategies. These
strategies can be best summarized by our mantra of "Sell More," "Spend Less" and "Make Acquisitions." "Sell More" is continuing to
deliver great innovation to consumers and quickly growing ecommerce. "Spend Less" is continuing to leverage our company-owned,
low-cost supply chain as well as our infrastructure. "Make Acquisitions" is applying both our "Sell More" and "Spend Less" strategies
to newly-acquired companies to generate substantial multi-year synergies.


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Innovate-to-elevate. A key driver of "Sell More" is our Innovate-to-Elevate strategy, which for a number of years has been a
significant contributor to both our revenue growth and margin expansion. Innovate-to-Elevate integrates our brand superiority,
industry-leading innovation and low-cost supply chain to provide higher valued products while lowering production costs.
·
Brand power. The first element of our Innovate-to-Elevate strategy is our brand power. We seek to drive modest sales
growth by consistently offering consumers brands they trust and products with unsurpassed value. Our brands have a
strong heritage in the basic apparel industry. Our brands hold either the number one or number two market position in
the United States by units sold in most product categories in which we compete. Internationally, our commercial
markets include Europe, Japan, Canada, Mexico, Brazil and Australia, where we believe a substantial amount of gross
domestic product growth outside the United States will be concentrated over the next decade. Our ability to react to
changing customer needs and industry trends is key to our success. Our design, research and product development
teams, in partnership with our marketing teams, drive our efforts to bring innovations to market. We seek to leverage
our insights into consumer demand in the basic apparel industry to develop new products within our existing lines and to
modify our existing core products in ways that make them more appealing, addressing changing customer needs and
industry trends. We also support our key brands with targeted, effective advertising and marketing campaigns.
·
Platform innovation. The second element of our Innovate-to-Elevate strategy is platform innovation. We focus on
identifying the long-term megatrends that will impact our categories over the next five to ten years. Once we have
identified these trends, we utilize a disciplined big-idea process to put more science into the art of apparel. Our approach
to innovation is to focus on big platforms. For example, our Tagless apparel platform, ComfortFlex Fit bra platform and
ComfortBlend and X-Temp fabric platforms incorporate big-idea innovation to span brands, product categories,
business segments, retailer and distribution channels and geographies. We are focused on driving innovation that is
margin accretive and that can leverage our supply chain in order to drive further economies of scale.
·
Low-cost global supply chain. The third element of our Innovate-to-Elevate strategy is our low-cost global supply chain.
We seek to expand margins through optimizing our low-cost global supply chain and streamlining our operations to
reduce costs. We believe that we are able to leverage our significant scale of operations to provide us with greater
manufacturing efficiencies, purchasing power and product design, marketing and customer management resources than
our smaller competitors. Our global supply chain spans across both the Western and Eastern hemispheres and provides
us with a balanced approach to product supply, which relies on a combination of owned, contracted and sourced
manufacturing located across different geographic regions, increases the efficiency of our operations, reduces product
costs and offers customers a reliable source of supply. Our global supply chain enables us to expand and leverage our
production scale as we balance our supply chain across hemispheres, thereby diversifying our production risks. Our
global supply chain has generated significant cost savings, margin expansion and contributions to cash flow and should
continue to do so as we further optimize our size, scale and production capability.
Online sales. The second strategy that we use to "Sell More" is driving online sales, an important channel in apparel. We
have a three-pronged approach to growing our sales online: (1) we work directly with internet pure-plays in a wholesale relationship,
(2) we support the online efforts of our traditional retail partners and (3) we operate our own websites. We currently hold leading
market shares in our key categories in the online channel. We expect online growth to accelerate, therefore, we are aggressively re-
allocating people and marketing investments to capture this growth and to expand our market share.
Supply chain and SG&A efficiencies. We "Spend Less" by implementing two strategies: leveraging our company-owned,
low-cost global supply chain and continually leveraging our SG&A. By owning our supply chain, we have accumulated deep product
and manufacturing knowledge, developed proven manufacturing processes and created a culture of continuous improvement. This
provides us with a number of benefits that we believe have driven higher, sustainable profit margins. For example, through our various
continuous improvement programs we have generated, on average, $35 to $40 million per year in efficiency gains--and when we
internalize production, we are able to lower our product costs by approximately 15% to 20%. In addition, by improving administrative
processes with technology and Lean methodologies, as well as maintaining tight cost controls, we are able to leverage our SG&A and
deliver significant improvement in our productivity without a corresponding increase in personnel.
Acquisitions. "Make Acquisitions" is an important component of our business model because it allows us to generate
significant shareholder returns by creating value from the multi-year synergies we create through grafting our "Sell More" and "Spend
Less" strategies onto the newly-acquired companies. We are focused on acquisitions that meet our strict criteria for strong likely
returns with relatively low risk. Specifically, we seek acquisition candidates that are: (1) in our core categories; (2) provide
complimentary growth opportunities in consumer segments, channels or geographies; (3) have high-probability cost synergies that
leverage our supply chain and/or SG&A structure and (4) are accretive in year one, excluding integration costs.


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