HANESBRANDS INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
September 27, 2025
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission file number:
001-32891
(Exact name of registrant as specified in its charter)
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| (State of incorporation) | (I.R.S. employer identification no.) | ||||||||||
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| (Address of principal executive offices) | (Zip code) | ||||||||||
(
336
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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 | ||||||
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒ | Accelerated filer | ☐ | |||||||||||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company |
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Emerging growth company |
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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
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No
☒
As of October 31, 2025, there were
353,802,157
shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Hanesbrands Inc. (the “Company”) contains information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “could,” “will,” “expect,” “outlook,” “potential,” “project,” “estimate,” “future,” “intend,” “anticipate,” “plan,” “continue” or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding our intent, belief and current expectations about our strategic direction, prospects and future results are forward-looking statements and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those implied or expressed by such statements. These risks and uncertainties include, but are not limited to: trends associated with our business; our ability to successfully implement our strategic plans, including our supply chain restructuring and consolidation and other cost savings initiatives; the rapidly changing retail environment and the level of consumer demand; the effects of any geopolitical conflicts (including the ongoing Russia-Ukraine conflict and Middle East conflicts) or public health emergencies or severe global health crises, including effects on consumer spending, global supply chains, critical supply routes and the financial markets; our ability to deleverage on the anticipated time frame or at all; any inadequacy, interruption, integration failure or security failure with respect to our information technology; future intangible assets or goodwill impairment due to changes in our business, market condition or other factors; significant fluctuations in foreign exchange rates; legal, regulatory, political and economic risks related to our international operations, including the imposition of or changes in duties, taxes, tariffs and other charges impacting our products or supply chain, or the threat thereof; our ability to effectively manage our complex international tax structure; our future financial performance; the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between the Company and Gildan (as defined below) providing for the acquisition of the Company by Gildan pursuant to the Transactions (as defined below); the possibility that the Transactions do not close when expected, or at all, because approval of the Company’s stockholders or regulatory approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the risk that the combined company will not realize expected benefits or synergies from the Transactions, or that such benefits may take longer to realize or be more costly to achieve than expected; disruption to the Company’s business as a result of the announcement and pendency of the Transactions; the costs associated with the anticipated length of time of the pendency of the Transactions, including the restrictions contained in the definitive merger agreement on the ability of the Company to operate its business outside the ordinary course during the pendency of the Transactions; the diversion of the Company’s management’s attention and time from ongoing business operations and opportunities on merger‑related matters; and reputational risk and potential adverse reactions of the Company’s existing and future customers, suppliers and employees, including those resulting from the announcement or completion of the Transactions. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements. Such statements speak only as of the date when made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
More information on factors that could cause actual results or events to differ materially from those anticipated is included under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2024 and in this Quarterly Report on Form 10‑Q, and from time to time in our other reports filed with the Securities and Exchange Commission (“SEC”), 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.
1
PART I
| Item 1. | Financial Statements | ||||
HANESBRANDS INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
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| Net sales | $ |
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$ |
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$ |
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$ |
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| Cost of sales |
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| Gross profit |
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| Selling, general and administrative expenses |
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| Operating profit |
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| Other expenses |
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| Interest expense, net |
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| Income (loss) from continuing operations before income taxes |
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(
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| Income tax expense (benefit) |
(
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(
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| Income (loss) from continuing operations |
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(
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| Gain (loss) from discontinued operations, net of tax |
(
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(
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(
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| Net income (loss) | $ |
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$ |
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$ |
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$ |
(
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| Earnings (loss) per share - basic: | |||||||||||||||||||||||
| Continuing operations | $ |
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$ |
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$ |
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$ |
(
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| Discontinued operations |
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(
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(
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| Net income (loss) | $ |
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$ |
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$ |
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$ |
(
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| Earnings (loss) per share - diluted: | |||||||||||||||||||||||
| Continuing operations | $ |
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$ |
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$ |
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$ |
(
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| Discontinued operations |
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(
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(
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| Net income (loss) | $ |
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$ |
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$ |
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$ |
(
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See accompanying notes to Condensed Consolidated Financial Statements.
2
HANESBRANDS INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
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| Net income (loss) | $ |
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$ |
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$ |
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$ |
(
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| Other comprehensive income: | |||||||||||||||||||||||
| Translation adjustments |
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| Unrealized loss on qualifying cash flow hedges, net of tax of $(68), $1,127, $1,734 and $594, respectively |
(
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(
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(
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(
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| Unrecognized income from pension and postretirement plans, net of tax of $(15), $(578), $126 and $(409), respectively |
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| Total other comprehensive income |
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| Comprehensive income (loss) | $ |
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$ |
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$ |
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$ |
(
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See accompanying notes to Condensed Consolidated Financial Statements.
3
HANESBRANDS INC.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
|
September 27,
2025 |
December 28,
2024 |
September 28,
2024 |
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| Assets | |||||||||||||||||
| Cash and cash equivalents | $ |
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$ |
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$ |
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| Trade accounts receivable, net |
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| Inventories |
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| Other current assets |
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| Current assets held for sale |
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| Total current assets |
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| Property, net |
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| Right-of-use assets |
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| Trademarks and other identifiable intangibles, net |
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| Goodwill |
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| Deferred tax assets |
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| Other noncurrent assets |
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| Noncurrent assets held for sale |
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| Total assets | $ |
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$ |
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$ |
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| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Accounts payable | $ |
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$ |
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$ |
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| Accrued liabilities |
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| Lease liabilities |
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| Accounts Receivable Securitization Facility |
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| Current portion of long-term debt |
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| Current liabilities held for sale |
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| Total current liabilities |
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| Long-term debt |
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| Lease liabilities - noncurrent |
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| Pension and postretirement benefits |
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| Other noncurrent liabilities |
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| Noncurrent liabilities held for sale |
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| Total liabilities |
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| Stockholders’ equity: | |||||||||||||||||
| Preferred stock (50,000,000 authorized shares; $.01 par value) | |||||||||||||||||
| Issued and outstanding — None |
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| Common stock (2,000,000,000 authorized shares; $.01 par value) | |||||||||||||||||
| Issued and outstanding — 353,802,157, 352,541,826 and 351,779,995, respectively |
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| Additional paid-in capital |
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| Retained earnings |
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| Accumulated other comprehensive loss |
(
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(
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(
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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$ |
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See accompanying notes to Condensed Consolidated Financial Statements.
4
HANESBRANDS INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances at June 28, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Net income | — | — | — |
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— |
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| Other comprehensive income | — | — | — | — |
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| Stock-based compensation | — | — |
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— | — |
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| Vesting of restricted stock units and other |
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— |
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| Balances at September 27, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances at December 28, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Net income | — | — | — |
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— |
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| Other comprehensive income | — | — | — | — |
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| Stock-based compensation | — | — |
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— | — |
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| Vesting of restricted stock units and other |
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(
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— |
(
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| Balances at September 27, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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See accompanying notes to Condensed Consolidated Financial Statements.
5
HANESBRANDS INC.
Condensed Consolidated Statements of Stockholders’ Equity (Continued)
(in thousands)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances at June 29, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Net income | — | — | — |
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— |
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| Other comprehensive income | — | — | — | — |
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| Stock-based compensation | — | — |
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— | — |
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| Vesting of restricted stock units and other |
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— |
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| Balances at September 28, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances at December 30, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Net loss | — | — | — |
(
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— |
(
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| Other comprehensive income | — | — | — | — |
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| Stock-based compensation | — | — |
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— | — |
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| Vesting of restricted stock units and other |
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(
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— |
(
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| Balances at September 28, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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See accompanying notes to Condensed Consolidated Financial Statements.
6
HANESBRANDS INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended | |||||||||||
|
September 27, 2025
(1)
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September 28, 2024
(1)
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| Operating activities: | |||||||||||
| Net income (loss) | $ |
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$ |
(
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| Adjustments to reconcile net income (loss) to net cash from operating activities: | |||||||||||
| Depreciation |
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| Amortization of acquisition intangibles |
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| Other amortization |
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| Impairment of long-lived assets and goodwill |
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| Inventory write-down charges, net of recoveries |
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| Loss on extinguishment of debt |
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| Loss on sale of businesses and classification of assets held for sale |
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| Amortization of debt issuance costs and debt discount |
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| Deferred taxes |
(
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(
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| Other |
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| Changes in assets and liabilities: | |||||||||||
| Accounts receivable |
(
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(
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| Inventories |
(
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| Accounts payable |
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| Other assets and liabilities |
(
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| Net cash from operating activities |
(
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| Investing activities: | |||||||||||
| Capital expenditures |
(
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(
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| Proceeds from sales of assets |
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| Proceeds from (payments for) disposition of businesses |
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(
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| Net cash from investing activities |
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(
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| Financing activities: | |||||||||||
| Borrowings on Term Loan Facilities |
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| Repayments on Term Loan Facilities |
(
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(
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| Borrowings on Accounts Receivable Securitization Facility |
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| Repayments on Accounts Receivable Securitization Facility |
(
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(
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| Borrowings on Revolving Loan Facilities |
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| Repayments on Revolving Loan Facilities |
(
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(
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| Repayments on Senior Notes |
(
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| Payments to amend and refinance credit facilities |
(
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(
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| Other |
(
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(
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| Net cash from financing activities |
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(
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| Effect of changes in foreign exchange rates on cash |
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(
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| Change in cash and cash equivalents |
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| Cash and cash equivalents at beginning of year |
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| Cash and cash equivalents at end of period | $ |
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$ |
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| Balances included in the Condensed Consolidated Balance Sheets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Cash and cash equivalents included in current assets held for sale |
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| Cash and cash equivalents at end of period | $ |
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$ |
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(1)
The cash flows related to discontinued operations have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.
Capital expenditures included in accounts payable at September 27, 2025 and December 28, 2024 were $
3,844
and $
6,231
, respectively.
See accompanying notes to Condensed Consolidated Financial Statements.
7
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements
(amounts in thousands, except per share data)
(unaudited)
(1)
Basis of Presentation
These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management believes that the disclosures made are adequate for a fair statement of the results of operations, financial condition and cash flows of Hanesbrands Inc. and its consolidated subsidiaries (the “Company” or “Hanesbrands”). In the opinion of management, the condensed consolidated interim financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates.
These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year or any future period.
Gildan Merger Agreement
On August 13, 2025, the Company and Gildan Activewear Inc. (“Gildan”) entered into a definitive agreement (the “Merger Agreement”) under which Gildan will acquire the Company through a series of transactions (the “Transactions”). Pursuant to the Transactions, Gildan will acquire all of the outstanding shares of common stock of the Company in exchange for
0.102
common shares of Gildan and $
0.80
in cash for each share of the Company’s common stock. The consummation of the Transactions is subject to certain conditions, including approval by the Company’s stockholders, regulatory approvals, and the Gildan common shares to be issued in connection with the Transactions being approved for listing on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
If the Merger Agreement is terminated under specified circumstances, the Company may be required to pay Gildan a termination fee of $
67,500
in cash (the “Hanesbrands Termination Fee”). If the Merger Agreement is terminated by either party due to failure to obtain approval by the Company’s stockholders, the Company will reimburse Gildan for its expenses in an amount up to $
17,500
. If the Hanesbrands Termination Fee subsequently becomes payable, any previously paid expense reimbursement amount will be deducted from the amount of the Hanesbrands Termination Fee.
The Transactions are expected to close in late 2025 or early 2026. If the Transactions are consummated, the Company’s common stock will be delisted from the NYSE and deregistered under the Exchange Act.
Discontinued Operations
In 2024, the Company reached the decision to exit the global
Champion
business, U.S.-based outlet store business and the
Champion
Japan business. The Company determined these businesses represent multiple components of a single strategic plan that met held-for-sale and discontinued operations accounting criteria in 2024. Accordingly, the Company began to separately report the results of these businesses as discontinued operations in its Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets. These changes have been applied to all periods presented.
Unless otherwise noted, discussion within these notes to the condensed consolidated interim financial statements relates to continuing operations. See Note “Assets and Liabilities of Businesses Held for Sale” for additional information about discontinued operations. In addition, the Company realigned its reportable segments in the second quarter of 2024 and has applied this change to all periods presented. See Note “Business Segment Information” for additional information about reportable segments.
8
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Goodwill and Indefinite-lived Intangible Assets
Goodwill and indefinite-lived intangible assets are evaluated for impairment at least annually as of the first day of the third quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or intangible asset below its carrying value. In connection with the annual impairment analysis, the Company performs a quantitative assessment utilizing an income approach to estimate the fair values of its reporting units and certain indefinite-lived intangible assets. The most significant assumptions used to estimate the fair values of the reporting units and certain indefinite-lived intangible assets include the weighted average cost of capital, revenue growth rate, terminal growth rate and operating profit margin.
During the quarter ended September 27, 2025, the Company completed its annual quantitative impairment analysis for each reporting unit and the respective goodwill balances. While it was determined that no impairment existed for the goodwill balances as of the quarter ended September 27, 2025, the Company noted a meaningful decline in the fair value cushion above the carrying value for the Australia reporting unit. The decline in the Australia reporting unit was driven by continued macroeconomic pressures impacting consumer spending which resulted in a fair value cushion that exceeded its carrying value by approximately 10% at the time the analysis was performed. As a result, the goodwill associated with this reporting unit is considered to be at a higher risk for future impairment if economic conditions worsen or earnings and operating cash flows do not recover as currently estimated by management. As of September 27, 2025, the carrying value of the goodwill balance associated with the Australia reporting unit was $
237,814
, which is reflected in the “Goodwill” line in the Condensed Consolidated Balance Sheets.
The Company also completed its annual quantitative impairment analysis for certain indefinite-lived intangible assets during the quarter ended September 27, 2025. While it was determined that no impairment existed for the indefinite-lived intangible assets during the quarter ended September 27, 2025, the Company noted a meaningful decline in the fair value cushion above the carrying value for one of the indefinite-lived trademarks within the Australian business and one of the indefinite-lived trademarks within the U.S. business. Within the Australian business, the decline in the trademark fair value was driven by continued macroeconomic pressures impacting consumer spending in Australia and resulted in a fair value that approximated the carrying value at the time the analysis was performed. Within the U.S. business, the decline in the trademark fair value was driven by macroeconomic pressures within the intimate apparel business and resulted in a fair value cushion that exceeded the carrying value by approximately 10% at the time the analysis was performed. As a result, both of these trademarks are considered to be at a higher risk for future impairment if economic conditions worsen or earnings and operating cash flows do not recover as currently estimated by management. As of September 27, 2025, the carrying values of certain trademarks within the Australian business and the U.S. business were $
230,400
and $
208,900
, respectively, which are reflected in the “Trademarks and other identifiable intangibles, net” line in the Condensed Consolidated Balance Sheets.
Although the Company determined that no impairment existed for the Company's goodwill or indefinite-lived intangible assets as of September 27, 2025, these assets could be at risk for future impairment due to changes in the Company’s business or global economic conditions.
Reclassifications
Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows, in Note “Revenue Recognition” and in Note “Business Segment Information” have been reclassified to conform with the current year presentation.
9
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(2)
Recent Accounting Pronouncements
Income Taxes
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The new accounting rules on income tax disclosures require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit as separated between domestic and foreign and (3) income tax expense or benefit from continuing operations as separated by federal, state, and foreign. The new accounting rules also require entities to disclose their income tax payments to federal, state and local jurisdictions, and international, among other changes. The new accounting rules became effective for the Company for the annual periods beginning in 2025 and should be applied on a prospective basis, but retrospective application is permitted. Early adoption is permitted. While the new accounting rules will not have any impact on the Company’s financial condition, results of operations or cash flows, the adoption of the new accounting rules will result in additional disclosures. The Company will adopt this ASU 2023-09 in its fourth quarter of 2025 using a prospective transition method.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which is intended to enhance transparency into the nature and function of expenses. The new accounting rules require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization and selling expense. In January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” which clarifies the initial effective date for non-calendar year-end entities. The new accounting rules will be effective for the Company beginning with the annual period of 2027 and interim periods beginning in 2028. Early adoption is permitted. This ASU can be adopted either (i) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (ii) retrospectively to any or all prior reporting periods presented in the financial statements. While the new accounting rules will not have any impact on the Company’s financial condition, results of operations or cash flows, the adoption of the new accounting rules will result in additional disclosures. The Company is currently assessing the impact of this guidance on its disclosures.
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. The amendment will be effective for the Company beginning in the first quarter of 2026 on a prospective basis. Early adoption is permitted. The Company is currently assessing the impact of this guidance on the Company’s financial condition, results of operations and disclosures.
Internal-Use Software
10
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(3)
Assets and Liabilities of Businesses Held for Sale
Assets and liabilities of businesses classified as held for sale in the Condensed Consolidated Balance Sheets consist of the following:
|
September 27,
2025 |
December 28,
2024 |
September 28,
2024 |
|||||||||||||||
|
Global
Champion
business - discontinued operations
|
$ |
|
$ |
|
$ |
|
|||||||||||
|
Champion
Japan business - discontinued operations
|
|
|
|
||||||||||||||
| Current assets held for sale | $ |
|
$ |
|
$ |
|
|||||||||||
|
Global
Champion
business - discontinued operations
|
$ |
|
$ |
|
$ |
|
|||||||||||
|
Champion
Japan business - discontinued operations
|
|
|
|
||||||||||||||
| Noncurrent assets held for sale | $ |
|
$ |
|
$ |
|
|||||||||||
|
Global
Champion
business - discontinued operations
|
$ |
|
$ |
|
$ |
|
|||||||||||
|
Champion
Japan business - discontinued operations
|
|
|
|
||||||||||||||
| Current liabilities held for sale | $ |
|
$ |
|
$ |
|
|||||||||||
|
Global
Champion
business - discontinued operations
|
$ |
|
$ |
|
$ |
|
|||||||||||
|
Champion
Japan business - discontinued operations
|
|
|
|
||||||||||||||
| Noncurrent liabilities held for sale | $ |
|
$ |
|
$ |
|
|||||||||||
Discontinued Operations
In 2024, the Company determined that the exit of the global
Champion
business, U.S.-based outlet store business and the
Champion
Japan business represent multiple components of a single strategic plan that met held-for-sale and discontinued operations accounting criteria and began to separately report the results of these businesses as discontinued operations in its Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets. The Company completed the exit of the U.S.-based outlet store business in July 2024 and completed the sale of the intellectual property and certain operating assets of the global
Champion
business in the fourth quarter of 2024 on September 30, 2024 (“Initial Closing”). The Company continued to operate the
Champion
business in certain sectors and geographies through a transition period that ended on January 31, 2025 (“Deferred Business”). On January 31, 2025, the Company completed the sale of the Deferred Business (“Deferred Closing”). In December 2024, the Company finalized plans to exit the
Champion
Japan business and expects to complete the sale of the business within the current fiscal year. The results of these businesses are reported in the “Loss from discontinued operations” line in the Condensed Consolidated Statements of Operations. In addition, certain expenses related to the operations of the global
Champion
business, the U.S.-based outlet store business and the
Champion
Japan business were included in general corporate expenses, restructuring and other action-related charges and amortization of intangibles, which were previously excluded from segment operating profit, and have been reclassified to discontinued operations in 2024. These changes have been applied to all periods presented.
11
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Global Champion Business
In the second quarter of 2024, the Company announced that it had reached an agreement to sell the intellectual property and certain operating assets of the global
Champion
business to Authentic Brands Group LLC (“Authentic”). Pursuant to the agreement, as amended, the Company completed the Initial Closing for the sale of the intellectual property and certain operating assets of the global
Champion
business to Authentic in the fourth quarter of 2024 on September 30, 2024 in exchange for gross cash proceeds of $
857,450
and a receivable of $
12,162
, of which $
4,968
was received during the nine months ended September 27, 2025. In addition, the Company has the potential to receive additional contingent cash consideration of up to $
300,000
pursuant to the agreement. The Company continued to operate the Deferred Business through a transition period that ended on January 31, 2025. On January 31, 2025, the Company completed the Deferred Closing for the sale of the Deferred Business. The Company continued certain sales from its supply chain to Authentic and the applicable service recipients on a transitional basis after the sale of the business under a manufacturing and supply agreement that was signed as part of closing the transaction. Additionally, the Company entered into a transitional services agreement pursuant to which the Company provided transitional services including information technology, human resources, finance and accounting services. The Company will continue to provide these services to Authentic and the applicable service recipients over a period of approximately 12 months from the completion of the Initial Closing. The sales and the related profit are included in continuing operations in the Condensed Consolidated Statements of Operations and in Other in Note “Business Segment Information”. The related receivables from Authentic or the applicable service recipients are included in “Trade accounts receivable, net” and “Other current assets” in the Condensed Consolidated Balance Sheets for all periods presented.
On January 31, 2025, the Company completed the Deferred Closing and received gross cash proceeds of $
31,020
inclusive of fee reimbursements and other adjustments resulting in net cash proceeds of $
29,713
. During the quarter ended September 27, 2025, the Company had no further adjustments recognized for the Deferred Close. During the nine months ended September 27, 2025, the Company recognized a loss of $
6,093
as the Company finalized the Deferred Close and recognized post-close working capital and proceed adjustments. This loss was recorded in “(Gain) loss on sale of businesses and classification of assets held for sale” within discontinued operations.
The following table reconciles the net proceeds received from the Deferred Closing for the nine months ended September 27, 2025, which are reported in the “Proceeds from disposition of businesses” line within investing activities in the Condensed Consolidated Statements of Cash Flows, to the loss recognized on the global
Champion
business, which is reported in the “Loss on sale of businesses and classification of assets held for sale” line within operating activities in the Condensed Consolidated Statements of Cash Flows:
| Nine Months Ended September 27, 2025 | |||||
| Net cash proceeds received | $ |
|
|||
| Less: Net carrying value of deferred businesses |
(
|
||||
| Less: Working capital and proceed adjustments |
(
|
||||
|
Loss on global
Champion
business
|
$ |
(
|
|||
While the operations of the global
Champion
business were reflected within all reportable segments prior to its reclassification to discontinued operations, the U.S.
Champion
business made up the majority of the Company’s former Activewear segment. See Note “Business Segment Information” for additional discussion regarding realignment of the Company’s reportable segments.
12
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
U.S.-Based Outlet Store Business
In the second quarter of 2024, the Company began actively marketing its U.S.-based outlet store business to prospective buyers. In July 2024, the Company entered into a purchase agreement with Restore Capital (HCR Stores), LLC (“Restore”), an affiliate of Hilco Merchant Resources, LLC, and completed the exit of the U.S.-based outlet store business. Under the purchase agreement, the Company paid Restore $
12,000
at closing and an additional $
3,000
in January 2025 and to provide certain inventory to Restore, in exchange for Restore agreeing to assume the operations and certain liabilities of the Company’s U.S.-based outlet store business. As of June 28, 2025, the Company had transferred the remaining inventory to Restore and no further obligations exist. The remaining inventory was previously reflected in the “Inventories” line and the offsetting valuation allowance was previously reflected in the “Valuation allowance - U.S.-based outlet store business” line in the “Assets and liabilities of the discontinued operations of the global
Champion,
U.S.-based outlet store and
Champion
Japan businesses” table below. The agreement with Restore did not include
Champion
-branded U.S. retail stores, which were addressed in accordance with the purchase agreement governing the sale of the global
Champion
business to Authentic.
Upon meeting the criteria for held-for-sale classification in the second quarter of 2024, which qualified as a triggering event, the Company performed an impairment analysis of the goodwill associated with the Company’s U.S.-based outlet store business, which resulted in a non-cash impairment charge of $
2,500
in the nine months ended September 28, 2024. Additionally, in the second quarter of 2024, the Company recorded a valuation allowance against the net assets held for sale, which were primarily current assets, to adjust the carrying value of the U.S.-based outlet store business to the estimated fair value less costs of disposal. In the quarter and nine months ended September 28, 2024, the Company recorded a non-cash gain of $
741
and a non-cash charge of $
50,330
, respectively. These amounts are reported as "(Gain) loss on sale of businesses and classification of assets held for sale - U.S.-based outlet store business" for the quarter and nine months ended September 28, 2024 in the summarized discontinued operations financial information below.
The operations of the U.S.-based outlet store business were reported in Other in Note “Business Segment Information” prior to its reclassification to discontinued operations.
Champion Japan Business
The sale of the intellectual property and certain operating assets of the global
Champion
business, which occurred in the fourth quarter of 2024 and the first quarter of 2025, both of which excluded the
Champion
Japan business. In December 2024, the Company finalized plans to exit the
Champion
Japan business and expects to complete the sale of the business within the current fiscal year. The Company determined that the exit of the
Champion
Japan business represented a component of the single strategic plan that included the global
Champion
and U.S.-based outlet store businesses, which met held-for-sale and discontinued operations accounting criteria in 2024. Accordingly, the Company began to separately report the results of
Champion
Japan business as discontinued operations in its Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets in the fourth quarter of 2024. These changes have been applied to all periods presented. The Company will continue to operate the
Champion
Japan business as a licensee of Authentic pursuant to the terms of a license agreement entered into at the Initial Closing until the sale of the
Champion
Japan business is completed. The operations of the
Champion
Japan business were previously reported in the International segment.
13
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Financial Results of Discontinued Operations
The operating results of discontinued operations only reflect revenues and expenses that are directly attributable to the global
Champion,
U.S.-based outlet store and
Champion
Japan businesses (the “Discontinued Operations”) that have been eliminated from continuing operations. Discontinued operations does not include any allocation of corporate overhead expense. The Company did
not
allocate interest expense to discontinued operations in the quarter ended September 27, 2025 and allocated interest expense to discontinued operations of approximately $
17,124
in the quarter ended September 28, 2024. The Company allocated interest expense to discontinued operations of approximately $
223
and $
52,786
in the nine months ended September 27, 2025 and September 28, 2024, respectively, resulting from the requirement to pay down a portion of the Company’s outstanding term debt under the Senior Secured Credit Facility with the net proceeds from the sale of the global
Champion
business. Interest expense was allocated to the global
Champion
business on a pro-rata basis for the expected amount of debt required to be repaid under the Senior Secured Credit Facility, compared to the total outstanding term debt subject to the repayment requirement. There was no interest allocated to the discontinued operations of the U.S.-based outlet store business or the
Champion
Japan business. The key components of the operating results of the Discontinued Operations are as follows:
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Net sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Cost of sales |
|
|
|
|
|||||||||||||||||||
| Gross profit |
|
|
|
|
|||||||||||||||||||
| Selling, general and administrative expenses |
|
|
|
|
|||||||||||||||||||
| Impairment of goodwill |
|
|
|
|
|||||||||||||||||||
|
(Gain) loss on sale of businesses and classification of assets held for sale
|
|
(
|
|
|
|||||||||||||||||||
| Operating profit (loss) |
(
|
|
(
|
(
|
|||||||||||||||||||
| Other expenses |
|
|
|
|
|||||||||||||||||||
| Interest expense, net |
|
|
|
|
|||||||||||||||||||
| Gain (loss) from discontinued operations before income taxes |
(
|
|
(
|
(
|
|||||||||||||||||||
| Income tax expense |
|
|
|
|
|||||||||||||||||||
| Gain (loss) from discontinued operations, net of tax | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
14
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Assets and liabilities of discontinued operations of the global
Champion,
U.S.-based outlet store and
Champion
Japan businesses classified as held for sale in the Condensed Consolidated Balance Sheets as of September 27, 2025, December 28, 2024 and September 28, 2024 consist of the following:
|
September 27,
2025 |
December 28,
2024 |
September 28,
2024 |
|||||||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
$ |
|
|||||||||||
| Trade accounts receivable, net |
|
|
|
||||||||||||||
| Inventories |
|
|
|
||||||||||||||
| Other current assets |
|
|
|
||||||||||||||
|
Valuation allowance - Global
Champion
Business Deferred Closing
|
|
(
|
|
||||||||||||||
| Valuation allowance - U.S.-based outlet store business |
|
(
|
(
|
||||||||||||||
| Current assets held for sale - discontinued operations |
|
|
|
||||||||||||||
| Property, net |
|
|
|
||||||||||||||
| Right-of-use assets |
|
|
|
||||||||||||||
| Trademarks and other identifiable intangibles, net | — |
|
|
||||||||||||||
| Goodwill |
|
|
|
||||||||||||||
| Deferred tax assets |
|
|
|
||||||||||||||
| Other noncurrent assets |
|
|
|
||||||||||||||
| Noncurrent assets held for sale - discontinued operations |
|
|
|
||||||||||||||
| Total assets of discontinued operations | $ |
|
$ |
|
$ |
|
|||||||||||
| Accounts payable | $ |
|
$ |
|
$ |
|
|||||||||||
| Accrued liabilities |
|
|
|
||||||||||||||
| Lease liabilities |
|
|
|
||||||||||||||
| Current liabilities held for sale - discontinued operations |
|
|
|
||||||||||||||
| Lease liabilities - noncurrent |
|
|
|
||||||||||||||
| Pension and postretirement benefits |
|
|
|
||||||||||||||
| Other noncurrent liabilities |
|
|
|
||||||||||||||
| Noncurrent liabilities held for sale - discontinued operations |
|
|
|
||||||||||||||
| Total liabilities of discontinued operations | $ |
|
$ |
|
$ |
|
|||||||||||
The cash flows related to the discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table presents cash flow and non-cash information for the Discontinued Operations:
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Depreciation | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Amortization | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Capital expenditures | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Impairment of goodwill | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Inventory write-down charges, net of recoveries | $ |
|
$ |
(
|
$ |
|
$ |
|
|||||||||||||||
|
(Gain) loss on sale of businesses and classification of assets held for sale
|
$ |
|
$ |
(
|
$ |
|
$ |
|
|||||||||||||||
| Capital expenditures included in accounts payable at end of period | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
15
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 | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Wholesale | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Owned retail stores and websites |
|
|
|
|
|||||||||||||||||||
| Other |
|
(
|
|
|
|||||||||||||||||||
| Total net sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Revenue Sources
Wholesale Revenue
Wholesale revenue is primarily generated by sales of the Company’s products to retailers to support their brick-and-mortar operations and e-commerce platforms. Wholesale revenue also includes royalty revenue from license agreements which the Company earns through license agreements with manufacturers of other consumer products that incorporate certain of the Company’s brands. The Company accrues revenue earned under these contracts based upon reported sales from the licensees.
Owned Retail Stores and Website Revenue
Owned brick-and-mortar retail stores and website revenue is generated through sales driven directly by the consumer through company-operated stores and e-commerce platforms.
Other Revenue
(5)
Stockholders’ Equity
Basic earnings (loss) per share was computed by dividing net income (loss) by the number of weighted average shares of common stock outstanding during the period. Diluted earnings (loss) per share was calculated to give effect to all potentially issuable dilutive shares of common stock using the treasury stock method. In the nine months ended September 28, 2024, all potentially dilutive securities were excluded from the diluted weighted average share calculation because the Company incurred a net loss for the nine months ended and their inclusion would be anti-dilutive.
The weighted average number of shares used in the basic and diluted earnings (loss) per share calculation is as follows:
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Basic weighted average shares outstanding |
|
|
|
|
|||||||||||||||||||
| Effect of potentially dilutive securities: | |||||||||||||||||||||||
| Restricted stock units |
|
|
|
|
|||||||||||||||||||
| Employee stock purchase plan and other |
|
|
|
|
|||||||||||||||||||
| Diluted weighted average shares outstanding |
|
|
|
|
|||||||||||||||||||
16
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The following securities were excluded from the diluted weighted average share calculation because their effect would be anti-dilutive:
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Stock options |
|
|
|
|
|||||||||||||||||||
| Restricted stock units |
|
|
|
|
|||||||||||||||||||
| Employee stock purchase plan and other |
|
|
|
|
|||||||||||||||||||
(6)
Inventories
Inventories consisted of the following:
|
September 27,
2025 |
December 28,
2024 |
September 28,
2024 |
|||||||||||||||
| Raw materials | $ |
|
$ |
|
$ |
|
|||||||||||
| Work in process |
|
|
|
||||||||||||||
| Finished goods |
|
|
|
||||||||||||||
| $ |
|
$ |
|
$ |
|
||||||||||||
17
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(7)
Accounts Receivable and Supplier Finance Programs
Sales of Trade Accounts Receivable
The Company has entered into agreements to sell selected trade accounts receivable to financial institutions based on programs sponsored by the Company as well as working capital programs offered by certain of the Company’s customers. As a result of the strong creditworthiness of these customers, the discount taken on most of these programs is less than the marginal borrowing rate on the Company’s variable rate credit facilities. In all agreements, after the sale, the Company does not retain any beneficial interests in the receivables. The applicable financial institution services and collects the accounts receivable directly from the customer for programs offered by the Company’s customers. For programs sponsored by the Company, the Company maintains continued involvement as the servicer to collect the accounts receivable from the customer and remit payment to the financial institutions. Net proceeds of these accounts receivable sale programs are recognized in the Condensed Consolidated Statements of Cash Flows as part of operating cash flows.
The Company sold total trade accounts receivable related to Company sponsored programs of $
430,804
and $
450,607
during the quarters ended September 27, 2025 and September 28, 2024, respectively, and $
1,261,745
and $
1,317,620
during the nine months ended September 27, 2025 and September 28, 2024, respectively, and removed the trade accounts receivable from the Company’s Condensed Consolidated Balance Sheets at the time of sale. As of September 27, 2025, December 28, 2024 and September 28, 2024, $
425,574
, $
383,878
and $
430,653
, respectively, of the sold trade accounts receivable remain outstanding with the financial institutions as a result of the related servicing obligation. Collections of accounts receivable not yet submitted to the financial institutions are remitted within one week of collection and recognized within the “Accounts payable” line of the Condensed Consolidated Balance Sheets. As these funds are related to the ongoing service agreement and do not serve in a financing capacity, cash flows collected from customers and submitted to the financial institutions are recognized in the Condensed Consolidated Statements of Cash Flows as part of operating cash flows.
The Company recognized total funding fees of $
5,326
and $
6,352
during the quarters ended September 27, 2025 and September 28, 2024, respectively, and $
16,392
and $
20,066
during the nine months ended September 27, 2025 and September 28, 2024, respectively, for sales of trade accounts receivable to financial institutions and working capital programs in the “Other expenses” line in the Condensed Consolidated Statements of Operations.
Supplier Finance Program Obligations
18
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(8)
Debt
Debt consisted of the following:
|
Interest Rate as of September 27,
2025 |
Principal Amount | Maturity Date | |||||||||||||||||||||
|
September 27,
2025 |
December 28,
2024 |
||||||||||||||||||||||
| Senior Secured Credit Facility: | |||||||||||||||||||||||
|
Revolving Loan Facility
|
|
$ |
|
$ |
|
March 2030 | |||||||||||||||||
|
Term Loan A
|
|
|
|
March 2030 | |||||||||||||||||||
|
Term Loan B
|
|
|
|
March 2032 | |||||||||||||||||||
| 9.000% Senior Notes |
|
|
|
February 2031 | |||||||||||||||||||
| 4.875% Senior Notes |
|
|
|
- | |||||||||||||||||||
| Accounts Receivable Securitization Facility |
|
|
|
May 2026 | |||||||||||||||||||
|
|
|
||||||||||||||||||||||
| Less long-term debt issuance costs and debt discount |
|
|
|||||||||||||||||||||
| Less current maturities |
|
|
|||||||||||||||||||||
| $ |
|
$ |
|
||||||||||||||||||||
As of September 27, 2025 the Company’s primary financing arrangements were the Senior Secured Credit Facility, the 9.000% senior notes (the “9.000% Senior Notes”) and the accounts receivable securitization facility (the “ARS Facility”). The outstanding balances at September 27, 2025 and December 28, 2024 are reported in the “Accounts Receivable Securitization Facility”, “Current portion of long-term debt” and “Long-term debt” lines in the Condensed Consolidated Balance Sheets.
Debt Refinancing and Amendments
In March 2025, the Company refinanced its debt structure to provide greater financial flexibility to invest in the Company’s growth strategy while focusing free cash flow on reducing debt. The refinancing of its Senior Secured Credit Facility provides for a $
750,000
senior secured revolving credit facility maturing March 7, 2030 (the “Revolving Loan Facility”), a $
400,000
senior secured term loan A facility maturing March 7, 2030 (the “Term Loan A Facility”), and a $
1,100,000
senior secured term loan B facility maturing March 7, 2032 (the “Term Loan B Facility”).
The net proceeds from the Term Loan A Facility and the Term Loan B Facility, together with cash on hand, were used to redeem the Company’s outstanding 4.875% Senior Notes due 2026 in the original aggregate principal amount of $
900,000
, to refinance the Company’s existing senior secured credit facilities, and to pay related fees and expenses. The proceeds of the Revolving Loan Facility will be used for general corporate purposes and working capital needs.
In March 2025, the redemption of the 4.875% Senior Notes required payment of a make-whole premium of $
1,394
and the Company incurred non-cash charges of $
7,669
for the write-off of unamortized debt issuance costs related to the refinancing of the Senior Secured Credit Facility. Additionally, the Company incurred fees of $
19,575
related to the refinancing of the Senior Secured Credit Facility, of which $
821
was charged to expense and $
18,754
was capitalized as debt issuance costs. The Company also capitalized a debt discount of $
2,750
related to the Term Loan B Facility. The capitalized debt issuance costs and debt discount will be amortized into interest expense over the respective terms of the debt instruments. The make-whole premium payment, debt issuance costs write-off and fees charged to expense resulted in charges of $
9,884
in 2025, which is reported in the “Other expenses” line in the Condensed Consolidated Statements of Operations. The cash payments for the make-whole premium and fees capitalized as debt issuance costs are reported in “Net cash from financing activities” in the Condensed Consolidated Statements of Cash Flows. The cash payments for third party and legal fees charged to expense are reported in “Net cash from operating activities” in the Condensed Consolidated Statements of Cash Flows.
19
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The issue price of the Term Loan B Facility is equal to
99.75
% of the aggregate principal. Borrowings under the Term Loan B Facility will bear interest based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of
2.75
%. Borrowings under the Revolving Loan Facility and the Term Loan A Facility will bear interest based on SOFR or the “base rate,” in each case, plus an applicable margin. The applicable margin for the Revolving Loan Facility and the Term Loan A Facility will initially be
2.00
% in the case of SOFR-based loans and
1.00
% in the case of base rate loans. Thereafter, such applicable margin is determined by reference to a pricing grid set forth in the Credit Agreement based on the Company’s Consolidated Net Total Leverage Ratio, ranging from a maximum of
2.00
% in the case of SOFR-based loans and
1.00
% in the case of base rate loans to a minimum of
1.25
% in the case of SOFR-based loans and
0.25
% in the case of base rate loans. In addition, the unused portion of the Revolving Credit Facility will be subject to a commitment fee, also determined by reference to the pricing grid, and ranging from a maximum of
0.30
% to a minimum of
0.175
%, based upon the Company’s then applicable Consolidated Net Total Leverage Ratio. Under the Revolving Loan Facility, up to $
112.5
million of availability may be drawn in the form of letters of credit and up to $
37.5
million of availability may be drawn in the form of swing line loans.
The Credit Agreement contains financial covenants testing the Company’s leverage ratio and interest coverage ratio. The leverage ratio financial covenant requires that the Company maintain a leverage ratio of no greater than
5.00
:1.00 for the quarters ending March 29, 2025 and June 28, 2025, stepping down to no greater than
4.50
:1.00 for each quarter thereafter; provided that, at the Company’s option, such leverage ratio may be increased to
4.75
:1.00 for any period of up to four consecutive fiscal quarters following certain acquisitions, subject to certain conditions. The minimum interest coverage ratio financial covenant requires that the Company maintain an interest coverage ratio of no less than
2.00
:1.00 for the quarters ending March 29, 2025 and June 28, 2025, stepping down to
2.25
:1.00 for each quarter thereafter. The financial covenants are tested with respect to the Revolving Loan Facility and the Term Loan A Facility, but not the Term Loan B Facility.
The Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder, (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its restricted subsidiaries; (f) any representation, warranty or statement made thereunder or under the ancillary loan documents and certain certificates being subsequently proven to be untrue in any material respect and such inaccuracy is adverse to the lenders; and (g) the occurrence of a Change of Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Agreement and the ancillary loan documents.
Other Debt Related Activity
As of September 27, 2025, the Company had $
584,564
of borrowing availability under the $
750,000
Revolving Loan Facility after taking into account $
2,936
of standby and trade letters of credit issued and outstanding under this facility.
The ARS Facility, which was entered into in November 2007, was amended in May 2025 which extended the maturity date to May 2026 and reduced the 2025 quarterly fluctuating facility limit to $
85,000
in the first and second quarters and $
115,000
in the third and fourth quarters only to the extent that the face value of the receivables in the collateral pool, net of applicable concentrations, reserves and other deductions, exceeds the outstanding loans. Additionally, the amendment created three pricing tiers based on a consolidated total net leverage ratio. As of September 27, 2025, the quarterly fluctuating facility limit was $
115,000
, the maximum borrowing capacity was $
115,000
, and the Company had $
6,000
of borrowing availability under the ARS Facility.
The Company had $
949
of borrowing capacity under other international credit facilities after taking into account outstanding borrowings at September 27, 2025. The Company had $
9,849
of international letters of credit outstanding at September 27, 2025. Available liquidity for other international credit facilities is reduced for any outstanding international letters of credit. The international letters of credit are not outstanding under any specific credit facility and do not reduce actual borrowing capacity under the specific credit facilities.
In 2024, the Company paid down $
1,127,483
of its outstanding term debt under the Senior Secured Credit Facility, of which $
1,083,233
was a result of accelerated debt payments using a combination of cash generated from operations and net sale proceeds from the Initial Closing of the sale of the global
Champion
business. See Note “Assets and Liabilities of Businesses Held for Sale” for additional information.
20
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(9)
Income Taxes
In the quarter ended September 27, 2025, income tax benefit was $
219,548
resulting in an effective income tax rate of (
419.3
)% and in the quarter ended September 28, 2024, income tax expense was $
11,430
resulting in an effective income tax rate of
31.6
%. In the nine months ended September 27, 2025, income tax benefit was $
201,771
resulting in an effective income tax rate of (
118.8
)% and in the nine months ended September 28, 2024, income tax expense was $
31,486
resulting in an effective income tax rate of (
28.1
)%. The Company's effective tax rates for the quarter and nine months ended September 27, 2025 primarily differ from the U.S. statutory rate due to the release of valuation allowances recorded against U.S. deferred tax assets. The Company’s effective tax rates for the quarter and nine months ended September 28, 2024 primarily differ from the U.S. statutory rate due to valuation allowances against certain net deferred tax assets. The Company had favorable discrete items of $
227,356
and $
226,083
for the quarter and nine months ended September 27, 2025, respectively and had unfavorable discrete items of $
1,198
and favorable discrete items of $
424
for the quarter and nine months ended September 28, 2024, respectively.
As of September 27, 2025, the Company released valuation allowances of $
240,974
recorded against its beginning of year U.S. deferred tax assets. A valuation allowance release indicates that it is more likely than not that the deferred tax assets will be realized. The Company regularly assesses the need for a valuation allowance on its deferred tax assets. In making this assessment the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. As of September 27, 2025, based on the Company’s analysis of all positive and negative evidence, the Company concluded it is more-likely-than-not that a significant portion of its U.S. federal and certain U.S. state deferred tax assets will be realizable based on our current and anticipated future earnings. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as discrete tax benefit in the interim period. The release of these valuation allowances resulted in a discrete tax benefit of $
225,499
for the quarter and nine months ended September 27, 2025. The Company continues to maintain a valuation allowance on certain U.S federal, U.S. state, and foreign deferred tax assets which do not meet the more-likely-than-not realization criterion. The Company monitors the need for a valuation allowance against its deferred tax assets on a quarterly basis.
The Organization for Economic Co-operation and Development (the “OECD”), an international association of 38 countries including the U.S., has proposed changes to numerous long-standing tax principles, including a global minimum tax initiative. On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar 2 global corporate minimum tax rate of 15% on companies with revenues of at least $790,000, which went into effect in 2024. While there is uncertainty whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which the Company operates have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. The Company does not expect Pillar 2 to have a material impact on its effective tax rate or its consolidated results of operations, financial position and cash flows for 2025. The Company is continuing to monitor the developing laws of Pillar 2 and its potential impact on future periods.
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA” or “the Bill”) into law. The Bill contains a broad range of tax reform provisions, which include the extension and modification of certain provisions of the Tax Cuts and Jobs Act, immediate expensing of domestic research and development expenditures, the restoration of 100% bonus depreciation, and an EBITDA-based interest expense limitation with various effective dates beginning in 2025. The Company has considered the impact of the OBBBA on the Company’s annual effective tax rate. These provisions did
not
have a material impact to income taxes in the Company’s condensed consolidated financial statements for the quarter or nine months ended September 27, 2025.
21
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(10)
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss (“AOCI”) are as follows:
| Cumulative Translation Adjustment | Cash Flow Hedges | Defined Benefit Plans | Income Taxes | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| Balance at June 28, 2025 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
(
|
|
|
|
||||||||||||||||||||||||
| Current-period other comprehensive income (loss) activity |
|
(
|
|
(
|
|
||||||||||||||||||||||||
| Total other comprehensive income (loss) |
|
(
|
|
(
|
|
||||||||||||||||||||||||
| Balance at September 27, 2025 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
| Cumulative Translation Adjustment | Cash Flow Hedges | Defined Benefit Plans | Income Taxes | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| Balance at December 28, 2024 | $ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
(
|
|
|
|
||||||||||||||||||||||||
|
Current-period other comprehensive income (loss) activity
|
|
(
|
(
|
|
|
||||||||||||||||||||||||
| Total other comprehensive income (loss) |
|
(
|
|
|
|
||||||||||||||||||||||||
| Balance at September 27, 2025 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
|
Cumulative Translation Adjustment
(1)
|
Cash Flow Hedges | Defined Benefit Plans | Income Taxes | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| Balance at June 29, 2024 | $ |
(
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
(
|
|
|
|
||||||||||||||||||||||||
| Current-period other comprehensive income (loss) activity |
|
(
|
|
|
|
||||||||||||||||||||||||
| Total other comprehensive income (loss) |
|
(
|
|
|
|
||||||||||||||||||||||||
| Balance at September 28, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
|
Cumulative Translation Adjustment
(1)
|
Cash Flow Hedges | Defined Benefit Plans | Income Taxes | Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| Balance at December 30, 2023 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
(
|
|
|
|
||||||||||||||||||||||||
|
Current-period other comprehensive income (loss) activity
|
|
|
|
(
|
|
||||||||||||||||||||||||
| Total other comprehensive income (loss) |
|
(
|
|
|
|
||||||||||||||||||||||||
| Balance at September 28, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
(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.
22
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 | Location of Reclassification from AOCI | Amount of Reclassification from AOCI into Net Income (Loss) | ||||||||||||||||||||||||||||||
| Quarters Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
|||||||||||||||||||||||||||||
| Gain on forward foreign exchange contracts designated as cash flow hedges | Cost of sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Income tax |
(
|
(
|
(
|
(
|
||||||||||||||||||||||||||||
| Gain (loss) from discontinued operations, net of tax |
|
|
|
|
||||||||||||||||||||||||||||
| Net of tax |
|
|
|
|
||||||||||||||||||||||||||||
| Gain (loss) on interest rate contracts designated as cash flow hedges | Interest expense, net |
(
|
|
(
|
|
|||||||||||||||||||||||||||
| Income tax |
|
|
|
|
||||||||||||||||||||||||||||
| Net of tax |
|
|
(
|
|
||||||||||||||||||||||||||||
| Amortization of deferred actuarial loss and prior service cost and settlement cost | Other expenses |
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||
| Income tax |
|
(
|
(
|
(
|
||||||||||||||||||||||||||||
| Net of tax |
(
|
(
|
(
|
(
|
||||||||||||||||||||||||||||
| Total reclassifications | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
||||||||||||||||||||||||
23
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(11)
Financial Instruments and Risk Management
The Company uses forward foreign exchange contracts and has used cross-currency swap contracts to manage its exposures to movements in foreign exchange rates primarily related to the Australian dollar, Canadian dollar, and Mexican peso and uses interest rate contracts to manage its exposures to movements in interest rates.
| Hedge Type |
September 27,
2025 |
December 28,
2024 |
|||||||||||||||
| U.S. dollar equivalent notional amount of derivative instruments: | |||||||||||||||||
| Forward foreign exchange contracts |
Cash Flow and
Mark to Market |
$ |
|
$ |
|
||||||||||||
| Interest rate contracts | Cash Flow | $ |
|
$ |
|
||||||||||||
Fair Values of Derivative Instruments
The fair values of derivative instruments related to forward foreign exchange contracts and interest rate contracts recognized in the Condensed Consolidated Balance Sheets of the Company were as follows:
| Balance Sheet Location | Fair Value | ||||||||||||||||
|
September 27,
2025 |
December 28,
2024 |
||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||
| Forward foreign exchange contracts | Other current assets | $ |
|
$ |
|
||||||||||||
| Interest rate contracts | Other current assets |
|
|
||||||||||||||
| Forward foreign exchange contracts | Other noncurrent assets |
|
|
||||||||||||||
| Interest rate contracts | Other noncurrent assets |
|
|
||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Forward foreign exchange contracts | Other current assets |
|
|
||||||||||||||
| Total derivative assets |
|
|
|||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||
| Forward foreign exchange contracts | Accrued liabilities |
(
|
(
|
||||||||||||||
| Forward foreign exchange contracts | Other noncurrent liabilities |
(
|
|
||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Forward foreign exchange contracts | Accrued liabilities |
(
|
(
|
||||||||||||||
| Total derivative liabilities |
(
|
(
|
|||||||||||||||
| Net derivative asset (liability) | $ |
(
|
$ |
|
|||||||||||||
24
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
Cash Flow Hedges
The Company uses forward foreign exchange contracts and has used cross-currency swap contracts to reduce the effect of fluctuating foreign currencies on foreign currency-denominated transactions, foreign currency-denominated investments and other known foreign currency exposures. Gains and losses on these contracts are intended to offset losses and gains on the hedged transaction in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. The Company also uses interest rate contracts to reduce the effect of the variability in future interest payments on variable-rate debt to lock in certainty of future cash flows.
In March 2023, the Company entered into an interest rate contract with a total notional amount of $
900,000
, which amortized down to $
600,000
on March 31, 2025. The Company designated this interest rate contract, which matures on March 31, 2026, to hedge the variability in contractually specified interest rates above 50 basis points associated with future interest payments on a portion of the Company’s variable-rate term loans to lock in certainty of future cash flows. In October 2024, in connection with the pay down of term debt related to the Initial Closing of the sale of the global
Champion
business, the Company terminated the interest rate contract, which had a remaining loss in AOCI of $
4,155
on the termination date that will be amortized into earnings through the original contract maturity date of March 31, 2026. In April 2025, the Company entered into
two
interest rate swap contacts with a total notional amount of $
200,000
, which will mature on April 2027. The Company designated these contracts to hedge the variability associated with future interest payment on a portion of the Company’s variable-rate debts, which is over and above the $
600,000
from unhedged interest rate contract until its original termination date of March 2026, to lock in certainty of future cash flows.
The Company expects to reclassify into earnings during the next 12 months a net loss from AOCI of approximately $
3,169
. The Company is hedging exposure to the variability in future foreign currency-denominated cash flows for forecasted transactions over the next
17
months and the variability in future interest payments on debt over the next
18
months. The Company also expects the amortization of AOCI related to the interest rate contract over the next
6
months.
The effect of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations and AOCI is as follows:
| Amount of Gain (Loss) Recognized in AOCI on Derivative Instruments | |||||||||||||||||||||||
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Forward foreign exchange contracts | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||
| Interest rate contracts |
|
(
|
|
|
|||||||||||||||||||
| Total | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||
|
Location of Gain (Loss)
Reclassified from AOCI |
Amount of Gain (Loss) Reclassified from AOCI into Net Income (Loss) | ||||||||||||||||||||||||||||
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||||||||
|
Forward foreign exchange contracts
(1)
|
Cost of sales | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||
|
Forward foreign exchange contracts
(1)
|
Gain (loss) from discontinued operations, net of tax |
|
|
|
|
||||||||||||||||||||||||
| Interest rate contracts | Interest expense, net |
(
|
|
(
|
|
||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||
(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.
25
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded:
|
|
Quarters Ended | Nine Months Ended | |||||||||||||||||||||
|
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
|||||||||||||||||||
| Cost of sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Selling, general and administrative expenses | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Interest expense, net | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Gain (loss) from discontinued operations, net of tax | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
Net Investment Hedges
In July 2019, the Company entered into
two
pay-fixed rate, receive-fixed rate cross-currency swap contracts with a total notional amount of €
300,000
that were designated as hedges of a portion of the beginning balance of the Company’s net investment in its European subsidiaries. These cross-currency swap contracts, which had an original maturity date of May 15, 2024, swapped U.S. dollar-denominated interest payments for Euro-denominated interest payments, thereby economically converting a portion of the Company’s fixed-rate
4.625
% Senior Notes to a fixed-rate
2.3215
% Euro-denominated obligation.
In July 2019, the Company also designated the full amount of its 3.5% Senior Notes with a carrying value of €
500,000
, which was a nonderivative financial instrument, as a hedge of a portion of the beginning balance of the Company’s European net investment. As of April 1, 2021, the Company reduced the amount of its 3.5% Senior Notes designated in the European net investment hedge from €
500,000
to €
200,000
. In February 2023, in connection with the redemption of the 3.5% Senior Notes, the Company de-designated the remainder of the 3.5% Senior Notes in the European net investment hedge and unwound these cross-currency swap contracts. Upon settlement, there was a cumulative gain of $
5,525
from the designated portion of the 3.5% Senior Notes and a cumulative gain of $
19,001
from the cross-currency swap contracts that have remained in cumulative translation adjustment, a component of AOCI
.
Both have been released into earnings at the completion of the Initial Closing of the global
Champion
business in the fourth quarter of 2024. The Company had
no
derivative or nonderivative financial instruments designated as net investment hedges as of September 27, 2025 or December 28, 2024.
Mark to Market Hedges
Derivatives used in mark to market hedges are not designated as hedges under the accounting standards. The Company uses forward foreign exchange derivative contracts as hedges against the impact of foreign exchange fluctuations on existing accounts receivable and payable balances and intercompany lending transactions denominated in foreign currencies. Forward foreign exchange derivative contracts are recorded as mark to market hedges when the hedged item is a recorded asset or liability that is revalued in each accounting period. Any gains or losses resulting from changes in fair value are recognized directly into earnings. Gains or losses on these contracts largely offset the net remeasurement gains or losses on the related assets and liabilities.
The effect of derivative instruments not designated as hedges on the Condensed Consolidated Statements of Operations is as follows:
| Location of Gain (Loss) | Amount of Gain (Loss) Recognized in Net Income (Loss) | ||||||||||||||||||||||||||||
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||||||||
| Forward foreign exchange contracts | Cost of sales | $ |
|
$ |
(
|
$ |
(
|
$ |
(
|
||||||||||||||||||||
| Forward foreign exchange contracts | Gain (loss) from discontinued operations, net of tax |
|
(
|
|
(
|
||||||||||||||||||||||||
| Total | $ |
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||||||||
26
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(12)
Fair Value of Assets and Liabilities
As of September 27, 2025 and December 28, 2024, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. These consisted of the Company’s derivative instruments related to forward foreign exchange derivative contracts and deferred compensation plan liabilities. The fair values of forward foreign exchange derivative contracts are determined using the cash flows of the forward contracts, discount rates to account for the passage of time and current foreign exchange market data which are all based on inputs readily available in public markets and are categorized as Level 2. The fair value of deferred compensation plan liabilities is based on readily available current market data and is categorized as Level 2. The Company’s defined benefit pension plan investments are not required to be measured at fair value or disclosed on a quarterly recurring basis.
There were no changes during the quarter and nine months ended September 27, 2025 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of and during the quarter and nine months ended September 27, 2025, the Company did not have any non-financial assets or liabilities that were required to be measured at fair value on a recurring basis or non-recurring basis.
The following tables set forth by level within the fair value hierarchy of the Company’s financial assets and liabilities accounted for at fair value on a recurring basis.
| Assets (Liabilities) at Fair Value as of September 27, 2025 | |||||||||||||||||||||||
| Total |
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||||||||||||
| Forward foreign exchange contracts - assets | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Interest rate contracts - assets |
|
|
|
|
|||||||||||||||||||
| Forward foreign exchange contracts - liabilities |
(
|
|
(
|
|
|||||||||||||||||||
| Total derivative contracts |
(
|
|
(
|
|
|||||||||||||||||||
| Deferred compensation plan liability |
(
|
|
(
|
|
|||||||||||||||||||
| Total | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Assets (Liabilities) at Fair Value as of December 28, 2024 | |||||||||||||||||||||||
| Total |
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||||||||||||
| Forward foreign exchange contracts - assets | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Forward foreign exchange contracts - liabilities |
(
|
|
(
|
|
|||||||||||||||||||
| Total derivative contracts |
|
|
|
|
|||||||||||||||||||
| Deferred compensation plan liability |
(
|
|
(
|
|
|||||||||||||||||||
| Total | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable approximated fair value as of September 27, 2025 and December 28, 2024. The carrying amount of trade accounts receivable included allowance for doubtful accounts, chargebacks and other deductions of $
20,110
and $
21,120
as of September 27, 2025 and December 28, 2024, respectively. The fair value of debt, which is classified as a Level 2 liability, was $
2,403,942
and $
2,326,202
as of September 27, 2025 and December 28, 2024, respectively. Debt had a carrying value of $
2,366,250
and $
2,298,267
as of September 27, 2025 and December 28, 2024, respectively. The fair values were estimated using quoted market prices as provided in secondary markets, which consider the Company’s credit risk and market related conditions.
27
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
(13)
Business Segment Information
The Company regularly monitors its reportable segments to determine if changes in facts and circumstances would indicate whether changes in the determination or aggregation of operating segments are necessary. In the second quarter of 2024, the Company announced that it reached an agreement to sell the global
Champion
business as discussed in Note “Assets and Liabilities of Businesses Held for Sale” and as a result, this business was reclassified as held for sale and reflected as discontinued operations for all periods presented. While the global
Champion
business was reflected within all reportable segments prior to its reclassification to discontinued operations, the U.S.
Champion
business made up the majority of the Company’s former Activewear segment. Accordingly, the former Activewear segment has been eliminated and the segment information herein excludes the results of the global
Champion
business for all periods presented. As a result of the strategic shift and resulting reorganization, the chief executive officer, who is the Company’s chief operating decision maker, began reviewing all U.S. innerwear and U.S. activewear operations together as one U.S. operating segment and the Company’s operations are now managed and reported in
two
operating segments, each of which is a reportable segment for financial reporting purposes: U.S. and International. In December 2024, the
Champion
Japan business, which was previously reported within the International segment, was classified as held for sale and reflected as discontinued operations for all periods presented. Accordingly, the
Champion
Japan business has been excluded from the International segment information herein. These changes have been applied to all periods presented. These segments are organized and managed principally by geographic location. Each segment has its own management team that is responsible for the operations of the segment’s businesses, but the segments share a common supply chain and media and marketing platforms.
Other consists of the Company’s sales related to short-term transition service agreements and support of disposed businesses. The Company’s U.S.-based outlet store business was also reflected in Other prior to its reclassification to discontinued operations in the second quarter of 2024 as discussed in Note “Assets and Liabilities of Businesses Held for Sale”. As a result of this reclassification, the results of the U.S.-based outlet store business are excluded from the segment information herein for all periods presented.
The types of products and services from which each reportable segment derives its revenues are as follows:
•
U.S. primarily includes innerwear sales in the United States of basic branded apparel products that are replenishment in nature under the product categories of men’s underwear, women’s panties, children’s underwear and socks, and intimate apparel, which includes bras and shapewear. This segment also includes other apparel sales in the United States of branded products that are primarily seasonal in nature to both retailers and wholesalers.
•
International primarily includes sales of the Company’s innerwear and other apparel products outside the United States, primarily in Australia, Latin America, Asia and Canada.
The Company evaluates the operating performance of its segments based upon segment operating profit, which is defined as operating profit before general corporate expenses, restructuring and other action-related charges and amortization of intangibles.
The accounting policies of the segments are consistent with those described in Note “Summary of Significant Accounting Policies” to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 28, 2024.
28
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
| Quarter Ended | |||||||||||||||||
| September 27, 2025 | |||||||||||||||||
| U.S. | International | Total | |||||||||||||||
| Segment net sales | $ |
|
$ |
|
$ |
|
|||||||||||
| Reconciliation of net sales: | |||||||||||||||||
| Other net sales |
|
||||||||||||||||
| Total net sales |
|
||||||||||||||||
|
Less
(1)
:
|
|||||||||||||||||
| Media, advertising and promotion |
|
|
|
||||||||||||||
| Distribution |
|
|
|
||||||||||||||
|
Other segment costs
(2)
|
|
|
|
||||||||||||||
| Total segment operating profit |
|
|
|
||||||||||||||
| Reconciliation of operating profit: | |||||||||||||||||
| Other profit |
|
||||||||||||||||
| General corporate expenses |
(
|
||||||||||||||||
| Restructuring and other action-related charges |
(
|
||||||||||||||||
| Amortization of intangibles |
(
|
||||||||||||||||
| Total operating profit |
|
||||||||||||||||
| Other expenses |
(
|
||||||||||||||||
| Interest expense, net |
(
|
||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ |
|
|||||||||||||||
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)
Other segment costs include cost of sales, marketing, selling and other administrative expenses.
| Quarter Ended | |||||||||||||||||
| September 28, 2024 | |||||||||||||||||
| U.S. | International | Total | |||||||||||||||
| Segment net sales | $ |
|
$ |
|
$ |
|
|||||||||||
| Reconciliation of net sales: | |||||||||||||||||
| Other net sales |
(
|
||||||||||||||||
| Total net sales |
|
||||||||||||||||
|
Less
(1)
:
|
|||||||||||||||||
| Media, advertising and promotion |
|
|
|
||||||||||||||
| Distribution |
|
|
|
||||||||||||||
|
Other segment costs
(2)
|
|
|
|
||||||||||||||
| Total segment operating profit |
|
|
|
||||||||||||||
| Reconciliation of operating profit: | |||||||||||||||||
| Other loss |
(
|
||||||||||||||||
| General corporate expenses |
(
|
||||||||||||||||
| Restructuring and other action-related charges |
(
|
||||||||||||||||
| Amortization of intangibles |
(
|
||||||||||||||||
| Total operating profit |
|
||||||||||||||||
| Other expenses |
(
|
||||||||||||||||
| Interest expense, net |
(
|
||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ |
|
|||||||||||||||
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)
Other segment costs include cost of sales, marketing, selling and other administrative expenses.
29
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
| Nine Months Ended | |||||||||||||||||
| September 27, 2025 | |||||||||||||||||
| U.S. | International | Total | |||||||||||||||
| Segment net sales | $ |
|
$ |
|
$ |
|
|||||||||||
| Reconciliation of net sales: | |||||||||||||||||
| Other net sales |
|
||||||||||||||||
| Total net sales |
|
||||||||||||||||
|
Less
(1)
:
|
|||||||||||||||||
| Media, advertising and promotion |
|
|
|
||||||||||||||
| Distribution |
|
|
|
||||||||||||||
|
Other segment costs
(2)
|
|
|
|
||||||||||||||
| Total segment operating profit |
|
|
|
||||||||||||||
| Reconciliation of operating profit: | |||||||||||||||||
| Other profit |
|
||||||||||||||||
| General corporate expenses |
(
|
||||||||||||||||
| Restructuring and other action-related charges |
(
|
||||||||||||||||
| Amortization of intangibles |
(
|
||||||||||||||||
| Total operating profit |
|
||||||||||||||||
| Other expenses |
(
|
||||||||||||||||
| Interest expense, net |
(
|
||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ |
|
|||||||||||||||
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)
Other segment costs include cost of sales, marketing, selling and other administrative expenses.
| Nine Months Ended | |||||||||||||||||
| September 28, 2024 | |||||||||||||||||
| U.S. | International | Total | |||||||||||||||
| Segment net sales | $ |
|
$ |
|
$ |
|
|||||||||||
| Reconciliation of net sales: | |||||||||||||||||
| Other net sales |
|
||||||||||||||||
| Total net sales |
|
||||||||||||||||
|
Less
(1)
:
|
|||||||||||||||||
| Media, advertising and promotion |
|
|
|
||||||||||||||
| Distribution |
|
|
|
||||||||||||||
|
Other segment costs
(2)
|
|
|
|
||||||||||||||
| Total segment operating profit |
|
|
|
||||||||||||||
| Reconciliation of operating profit: | |||||||||||||||||
| Other loss |
(
|
||||||||||||||||
| General corporate expenses |
(
|
||||||||||||||||
| Restructuring and other action-related charges |
(
|
||||||||||||||||
| Amortization of intangibles |
(
|
||||||||||||||||
| Total operating profit |
|
||||||||||||||||
| Other expenses |
(
|
||||||||||||||||
| Interest expense, net |
(
|
||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ |
(
|
|||||||||||||||
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(2)
Other segment costs include cost of sales, marketing, selling and other administrative expenses.
30
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The Company incurred restructuring and other action-related charges that were reported in the following lines in the Condensed Consolidated Statements of Operations:
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Cost of sales | $ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
|
Selling, general and administrative expenses
|
|
|
|
|
|||||||||||||||||||
| Total included in operating profit |
|
|
|
|
|||||||||||||||||||
| Other expenses |
|
|
|
|
|||||||||||||||||||
| Total included in income (loss) from continuing operations before income taxes |
|
|
|
|
|||||||||||||||||||
| Income tax (expense) benefit |
|
|
|
|
|||||||||||||||||||
| Total restructuring and other action-related charges (benefits) included in income (loss) from continuing operations | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
The components of restructuring and other action-related charges were as follows:
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Restructuring and other action-related charges: | |||||||||||||||||||||||
| Professional services | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Headcount actions and related severance |
(
|
(
|
(
|
|
|||||||||||||||||||
| Supply chain restructuring and consolidation |
|
|
(
|
|
|||||||||||||||||||
| Corporate asset impairment charges |
|
|
|
|
|||||||||||||||||||
| Other |
|
|
|
|
|||||||||||||||||||
| Total included in operating profit |
|
|
|
|
|||||||||||||||||||
|
Loss on extinguishment of debt included in other expenses
|
|
|
|
|
|||||||||||||||||||
| Total included in income (loss) from continuing operations before income taxes |
|
|
|
|
|||||||||||||||||||
| Discrete tax (expense) benefit |
|
|
|
|
|||||||||||||||||||
|
Tax effect on actions
|
|
|
|
|
|||||||||||||||||||
| Total included in income tax (expense) benefit |
|
|
|
|
|||||||||||||||||||
| Total restructuring and other action-related charges (benefits) included in income (loss) from continuing operations | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
As a result of and related to the sale of the global
Champion
business and the completed exit of the U.S.-based outlet store business, the Company began implementing significant restructuring and consolidation efforts in the second quarter of 2024 within its supply chain network, both manufacturing and distribution, as well as corporate cost and headcount reductions to align the Company’s network and improve its overall cost structure within continuing operations to drive stronger operating performance and margin expansion.
Restructuring and other action-related charges and adjustments within operating profit were $
8,280
and $
18,945
in the quarters ended September 27, 2025 and September 28, 2024, respectively, and $
8,198
and $
222,948
in the nine months ended September 27, 2025 and September 28, 2024, respectively, as described in more detail below.
•
Charges related to professional services primarily include consulting and advisory services related to restructuring activities including the Company’s cost transformation and technology modernization initiatives, which are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•
The Company recognized headcount actions and related severance charges, including subsequent adjustments to initial estimates, resulting from restructuring activities and operating model initiatives are primarily reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
31
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
•
Supply chain restructuring and consolidation charges primarily attributed to charges and subsequent adjustments to estimates related to headcount actions and related severance pertaining to restructuring and consolidation efforts within the Company’s supply chain network as well as charges for accelerated amortization of right of use assets for the leased facilities that the Company expects to exit before the end of the contractual lease term and depreciation of certain fixed assets.
•
Corporate asset impairment charges primarily represent charges during the nine months ended September 28, 2024 related to a contract termination of $
10,395
and impairment of the Company’s headquarters location that was classified as held for sale of $
9,712
which were recorded in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Condensed Consolidated Statements of Operations, respectively.
•
Other charges in the quarter and nine months ended September 27, 2025, are primarily associated with transaction fees and transition planning charges related to the pending Gildan transactions which were primarily recorded in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Operations. The remaining restructuring and other action-related charges within operating profit are charges related to real estate initiatives pertaining to the Company’s corporate headquarters move and other restructuring and action-related charges.
In the nine months ended September 27, 2025, the Company recorded charges totaling $
9,979
in restructuring and other action-related charges related to the refinancing of the senior secured credit facility and redemption of its 4.875% Senior Notes. The charges, which are recorded in the “Other expenses” line in the Condensed Consolidated Statements of Operations, included a payment of $
1,394
for a required make-whole premium related to the redemption of the 4.875% Senior Notes, charges for third party and legal fees of $
686
related to the senior secured credit facility refinancing, and non-cash charges of $
7,669
for the write-off of the related unamortized debt issuance costs. See Note “Debt” for additional information.
In the nine months ended September 27, 2025, the Company recorded a non-cash discrete tax benefit of $
227,732
primarily related to the release of valuation allowances recorded against certain U.S. federal and state deferred tax assets, which is recorded within the “Income tax expense (benefit)” line of the Condensed Consolidated Statements of Operations. As of September 27, 2025, based on the Company’s analysis of all positive and negative evidence, the Company concluded it is more-likely-than-not that a significant portion of its U.S. federal and certain U.S. state deferred tax assets will be realizable based on its current and anticipated future earnings. The Company continues to maintain a valuation allowance on certain U.S federal, U.S. state, and foreign deferred tax assets which do not meet the more-likely-than-not realization criterion. The Company monitors the need for a valuation allowance against its deferred tax assets on a quarterly basis.
At December 28, 2024, the Company had an accrual of $
42,175
for expected benefit payments related to actions taken in prior years. During the nine months ended September 27, 2025, the Company approved headcount actions of $
330
which were recorded in the “Selling, general and administrative expenses” line, in the Condensed Consolidated Statements of Operations and included in the “Headcount actions and related severance” line in the restructuring and other action-related charges table above. During the nine months ended September 27, 2025, the Company made benefit payments and other adjustments of $
24,402
, resulting in an ending accrual of $
18,103
which is included in the “Accrued liabilities” line of the Condensed Consolidated Balance Sheets at September 27, 2025.
32
HANESBRANDS INC.
Notes to Condensed Consolidated Financial Statements — (Continued)
(amounts in thousands, except per share data)
(unaudited)
The following table presents segment asset information as of September 27, 2025, December 28, 2024, and September 28, 2024:
|
|
September 27,
2025 |
December 28,
2024 |
September 28,
2024 |
||||||||||||||
| Assets - Inventories: | |||||||||||||||||
| U.S. | $ |
|
$ |
|
$ |
|
|||||||||||
| International |
|
|
|
||||||||||||||
The following table presents segment depreciation and amortization expense information for the quarters and nine months ended September 27, 2025 and September 28, 2024:
| Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
September 27,
2025 |
September 28,
2024 |
||||||||||||||||||||
| Depreciation and amortization expense: | |||||||||||||||||||||||
| U.S. | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| International |
|
|
|
|
|||||||||||||||||||
33
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
This management’s discussion and analysis of financial condition and results of operations, or MD&A, contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The unaudited condensed consolidated interim financial statements and notes included herein should be read in conjunction with our audited consolidated financial statements and notes for the year ended December 28, 2024, which were included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for the full year or any other future periods, and our actual results may differ materially from those expressed in or implied by the forward-looking statements as a result of various factors, including but not limited to those listed under Part I, Item 1A. “Risk Factors” and included elsewhere in our Annual Report on Form 10-K for the year ended December 28, 2024. In particular, among others, statements with respect to trends associated with our business, our key business strategies, our expectations regarding liquidity and our ability to maintain compliance with the covenants in our Senior Secured Credit Facility (as defined below) and our future financial performance included in this MD&A are forward-looking statements.
Overview
Hanesbrands Inc. (collectively with its subsidiaries, “we,” “us,” “our,” or the “Company”) is a socially responsible global leader in everyday iconic apparel with a mission to create a more comfortable world for every body. We operate across the Americas, Australia and Asia. We own a portfolio of some of the world’s most recognized apparel brands in the core basic and innerwear apparel categories, including
Hanes
,
Bonds
,
Bali
,
Maidenform
,
Playtex,
Bras N Things
,
Berlei, Wonderbra
,
Zorba
,
JMS/Just My Size
and
Comfortwash
. We design, manufacture, source and sell a broad range of innerwear apparel, such as T-shirts, bras, panties, shapewear, underwear and socks, as well as other apparel products that are manufactured or sourced in our low-cost global supply chain. Our products are broadly distributed and available to consumers where, when and how they want to shop, including in mass merchants, mid-tier and department stores, specialty stores, company-owned retail stores as well as both retailer and company-owned e-commerce websites. Our portfolio of leading brands is designed to address the needs and wants of various consumer segments across a broad range of basic apparel products and our brands have strong consumer positioning that helps distinguish them from competitors.
Our Key Business Strategies
Our business strategy integrates our brand superiority, industry-leading innovation and low-cost global supply chain to provide higher value products while lowering production costs. We operate primarily in the global innerwear apparel category, along with smaller operations within other apparel categories. Our strategy is based on managing and growing our iconic brands through the three key principles of Simplify for Growth, Focus for Impact, and Continuously Improving to Win. By simplifying the portfolio, we continue to elevate these brands by delivering quality and value to our consumers through innovative brand and product experiences. We remain focused on the core product offerings while also expanding through innovation and new business opportunities for greater marketplace impact.
We are taking decisive actions to streamline operations and deliver measurable results and have pushed to reduce inventory and product SKUs through our disciplined inventory management. We have segmented and consolidated our world-class supply chain for greater efficiency and flexibility and our go-to-market strategy has been reimagined into a winning, repeatable cadence, supported by a robust, consumer-led innovation process that keeps us at the forefront of industry trends. We are highly confident our iconic brand portfolio, world-class supply chain and product innovation will ensure we will consistently grow sales, expand our margins and generate cash flow.
Over the last several years, we have experienced several unanticipated challenges, including significant cost inflation, market disruption and consumer-demand headwinds. Despite the challenging global operating environment, we have been able to balance the near-term management of the business with making the long-term investments necessary to execute our strategy and transform the Company. During this time, we have made meaningful progress on several of our strategic initiatives. We have pivoted our U.S. innerwear business back to gaining market share, which has been driven by the launch of new product innovation, increased marketing investments in our brands and improved on-shelf product availability. We have simplified our portfolio by selling our European Innerwear and U.S. Sheer Hosiery businesses.
In 2024, we reached the decision to exit the global
Champion
business, U.S.-based outlet store business and the
Champion
Japan business. We determined these businesses represent multiple components of a single strategic plan that met held-for-sale and discontinued operations accounting criteria in 2024. Accordingly, we began to separately report the results of these businesses as discontinued operations in our Condensed Consolidated Statements of Operations and to present the related assets and liabilities as held for sale in our Condensed Consolidated Balance Sheets. These changes have been applied to all periods
34
presented. Unless otherwise noted, discussion within this MD&A relates to continuing operations. See Note, “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information about discontinued operations.
We seek to generate strong cash flow through effectively optimizing our capital structure and managing working capital levels. In January 2023, we shifted our capital allocation strategy to focus the use of all our free cash flow (cash from operations less capital expenditures) on reducing debt and bringing our leverage back to a range that is no greater than two to three times on a net debt-to-adjusted EBITDA basis. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, excluding restructuring and other action-related costs and certain other losses, charges and expenses. Net debt is defined as the total of current debt, long-term debt, and borrowings under the accounts receivable securitization facility (excluding long-term debt issuance costs) less other debt and cash adjustments and cash and cash equivalents.
Our Segments
In 2024 we realigned our segment reporting as a result of the sale of the global
Champion
business, as discussed in Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q. While the global
Champion
business was reflected within all reportable segments prior to its reclassification to discontinued operations, the U.S.
Champion
business made up the majority of our former Activewear segment. Accordingly, the former Activewear segment has been eliminated and the segment information herein excludes the results of the global
Champion
business for all periods presented. As a result of the strategic shift and resulting reorganization, the chief executive officer, who is our chief operating decision maker, began reviewing all U.S. innerwear and U.S. activewear operations together as one U.S. operating segment. As a result of these changes, our operations are now managed and reported in two operating segments, each of which is a reportable segment for financial reporting purposes: U.S. and International. In December 2024, the
Champion
Japan business, which was previously reported within the International segment, was classified as held for sale and reflected as discontinued operations for all periods presented. Accordingly, the
Champion
Japan business has been excluded from the International segment information herein. These changes have been applied to all periods presented. These segments are organized and managed principally by geographic location. Each segment has its own management team that is responsible for the operations of the segment’s businesses, but the segments share a common supply chain and media and marketing platforms.
Other consists of short-term transition service agreements and support of disposed businesses. Our U.S.-based outlet store business was also reflected in Other prior to its reclassification to discontinued operations in the second quarter of 2024 as discussed in Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q. As a result of this reclassification, the results of the U.S.-based outlet store business are excluded from the segment information herein for all periods presented.
Gildan Merger Agreement
On August 13, 2025, we and Gildan Activewear Inc. (“Gildan”) entered into a definitive agreement (the “Merger Agreement”) under which Gildan will acquire us through a series of transactions (the “Transactions”). Pursuant to the Transactions, Gildan will acquire all of the outstanding shares of our common stock in exchange for 0.102 common shares of Gildan and $0.80 in cash for each share of our common stock. The consummation of the Transactions is subject to certain conditions, including approval by our stockholders, regulatory approvals, and the Gildan common shares to be issued in connection with the Transactions being approved for listing on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
If the Merger Agreement is terminated under specified circumstances, we may be required to pay Gildan a termination fee of $68 million in cash (the “Hanesbrands Termination Fee”). If the Merger Agreement is terminated by either party due to failure to obtain approval by our stockholders, we will reimburse Gildan for its expenses in an amount up to $18 million. If the Hanesbrands Termination Fee subsequently becomes payable, any previously paid expense reimbursement amount will be deducted from the amount of the Hanesbrands Termination Fee.
The Transactions are expected to close in late 2025 or early 2026. If the Transactions are consummated, our common stock will be delisted from the NYSE and deregistered under the Exchange Act.
Goodwill and Indefinite-lived Intangible Assets
Goodwill and indefinite-lived intangible assets are evaluated for impairment at least annually as of the first day of the third quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or intangible asset below its carrying value. In connection with the annual impairment analysis, we perform a quantitative assessment utilizing an income approach to estimate the fair values of its reporting units and certain indefinite-lived intangible assets. The most significant assumptions used to estimate the fair values of the reporting units and
35
certain indefinite-lived intangible assets include the weighted average cost of capital, revenue growth rate, terminal growth rate and operating profit margin.
During the quarter ended September 27, 2025, we completed our annual quantitative impairment analysis for each reporting unit and the respective goodwill balances. While it was determined that no impairment existed for the goodwill balances as of the quarter ended September 27, 2025, we noted a meaningful decline in the fair value cushion above the carrying value for the Australia reporting unit. The decline in the Australia reporting unit was driven by continued macroeconomic pressures impacting consumer spending which resulted in a fair value cushion that exceeded its carrying value by approximately 10% at the time the analysis was performed. As a result, the goodwill associated with this reporting unit is considered to be at a higher risk for future impairment if economic conditions worsen or earnings and operating cash flows do not recover as currently estimated by management. As of September 27, 2025, the carrying value of the goodwill balance associated with the Australia reporting unit was $238 million, which is reflected in the “Goodwill” line in the Condensed Consolidated Balance Sheets.
We also completed our annual quantitative impairment analysis for certain indefinite-lived intangible assets during the quarter ended September 27, 2025. While it was determined that no impairment existed for the indefinite-lived intangible assets during the quarter ended September 27, 2025, we noted a meaningful decline in the fair value cushion above the carrying value for one of the indefinite-lived trademarks within the Australian business and one of the indefinite-lived trademarks within the U.S. business. Within the Australian business, the decline in the trademark fair value was driven by continued macroeconomic pressures impacting consumer spending in Australia and resulted in a fair value that approximated the carrying value at the time the analysis was performed. Within the U.S. business, the decline in the trademark fair value was driven by macroeconomic pressures within the intimate apparel business and resulted in a fair value cushion that exceeded the carrying value by approximately 10% at the time the analysis was performed. As a result, both of these trademarks are considered to be at a higher risk for future impairment if economic conditions worsen or earnings and operating cash flows do not recover as currently estimated by management. As of September 27, 2025, the carrying values of certain trademarks within the Australian business and the U.S. business were $230 million and $209 million, respectively, which are reflected in the “Trademarks and other identifiable intangibles, net” line in the Condensed Consolidated Balance Sheets.
Although we determined that no impairment existed for our goodwill or indefinite-lived intangible assets as of September 27, 2025, these assets could be at risk for future impairment due to changes in our business or global economic conditions.
Global Economy
The global macroeconomic pressures continue to impact our business operations and financial results, as described in more detail under “Condensed Consolidated Results of Operations - Third Quarter Ended September 27, 2025 Compared with Third Quarter Ended September 28, 2024” and “Condensed Consolidated Results of Operations - Nine Months Ended September 27, 2025 Compared with Nine Months Ended September 28, 2024” below, primarily through consumer-demand headwinds and elevated interest rates. Despite the challenging global operating environment, we have been able to balance near term management of the business with implementing changes to execute our strategy to simplify and position the Company for growth.
In April 2025, the U.S. imposed a new tariff and trade policy and has subsequently announced various updates to its tariff policy. The imposition of tariffs by the U.S. government and some trading partners, along with associated geopolitical tensions have created an uncertain environment for global trade. While we believe we are well positioned to navigate the current U.S. tariffs, countries may, in the future, adjust or impose new tariffs or other restrictions which may further affect our business and operations or could lead to further weakened business conditions for our industry. With continued uncertainty surrounding the geopolitical and trade environment, we continue to evaluate the impact of actual and proposed tariffs and other trade controls on our business and plan and implement actions to mitigate unfavorable impacts from tariffs and related risks. Such actions may include, among others, further cost reductions, pricing actions and pursuing incremental revenue opportunities created from tariff-related market disruptions.
The future impact of global macroeconomic pressures, including consumer demand headwinds, elevated interest rates and the imposition of tariffs and other trade controls remains highly uncertain, and our business and results of operations, including our net sales, earnings and cash flows, could be adversely impacted. See the related risk factors under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2024.
Seasonality and Other Factors
Our operating results are typically subject to some variability due to seasonality and other factors. For instance, we have historically generated higher sales during the back-to-school and holiday shopping seasons and during periods of cooler weather, which benefits certain product categories such as socks and fleece. Our diverse range of product offerings, however,
36
typically mitigates some of the impact of seasonal changes in demand for certain items. Sales levels in any period are also impacted by our customers’ decisions to increase or decrease their inventory levels of our categories in response to anticipated consumer demand or the overall inventory levels of their other product categories. Our customers may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice to us. Media, advertising and promotion expenses may vary from period to period during a fiscal year depending on the timing of our advertising campaigns for retail selling seasons and product introductions.
Although the majority of our products are replenishment in nature and tend to be purchased by consumers on a planned rather than impulse basis, our sales are impacted by discretionary consumer spending trends. Discretionary spending is affected by many factors that are outside of our control, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability of consumer credit, currency exchange rates, tariffs, taxation, energy prices, unemployment trends and other matters that influence consumer confidence and spending. Consumers’ purchases of discretionary items, including our products, could decline during periods when disposable income is lower, when prices increase in response to rising costs, or in periods of actual or perceived unfavorable economic conditions. As a result, consumers may choose to purchase fewer of our products, to purchase lower-priced products of our competitors in response to higher prices for our products or may choose not to purchase our products at prices that reflect our price increases that become effective from time to time.
Inflation can have a long-term impact on us because increasing costs of materials and labor may impact our ability to maintain satisfactory margins. For example, the cost of the materials that are used in our manufacturing process, such as oil-related commodity prices and other raw materials, including cotton, dyes and chemicals, and other costs, such as fuel, energy and utility costs, can fluctuate as a result of inflation and other factors. Disruptions to the global supply chain due to factory closures, port congestion, transportation delays as well as labor and container shortages may negatively impact product availability, revenue growth and gross margins. We would work to mitigate the impact of global supply chain disruptions through a combination of cost savings and operating efficiencies, as well as pricing actions, which could have an adverse impact on demand. Costs incurred for materials and labor are capitalized into inventory and impact our results as the finished goods inventory is sold. In addition, a significant portion of our products are manufactured in countries other than the United States and declines in the value of the U.S. dollar may result in higher manufacturing costs. Increases in inflation may not be matched by growth in consumer income, which also could have a negative impact on spending.
Changes in product sales mix can impact our gross profit as the percentage of our sales attributable to higher margin products, such as intimate apparel and men’s underwear, and lower margin products, such as basic apparel, fluctuate from time to time. In addition, sales attributable to higher and lower margin products within the same product category fluctuate from time to time. Our customers may change the mix of products ordered with minimal notice to us, which makes trends in product sales mix difficult to predict. However, certain changes in product sales mix are seasonal in nature, as sales of socks and fleece products generally have higher sales during the last two quarters (July to December) of each fiscal year as a result of cooler weather, back-to-school shopping and holidays, while other changes in product mix may be attributable to consumers’ preferences and discretionary spending.
Key Financial Results from the Third Quarter Ended September 27, 2025
Key financial results are as follows:
•
Total net sales in the third quarter of 2025 were $892 million, compared with $900 million in the same period of 2024, representing a 1% decrease.
•
Operating profit increased 14% to $108 million in the third quarter of 2025, compared with $94 million in the same period of 2024. As a percentage of sales, operating profit increased to 12.1% in the third quarter of 2025, compared to 10.4% in the same period of 2024.
•
Diluted earnings per share from continuing operations was $0.76 in the third quarter of 2025 compared with diluted earnings per share of $0.07 in the same period of 2024.
37
Condensed Consolidated Results of Operations — Third Quarter Ended September 27, 2025 Compared with Third Quarter Ended September 28, 2024
| Quarters Ended | |||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
Higher
(Lower) |
Percent
Change |
||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Net sales | $ | 891,683 | $ | 900,367 | $ | (8,684) | (1.0) | % | |||||||||||||||
| Cost of sales | 528,233 | 526,890 | 1,343 | 0.3 | |||||||||||||||||||
| Gross profit | 363,450 | 373,477 | (10,027) | (2.7) | |||||||||||||||||||
| Selling, general and administrative expenses | 255,922 | 279,440 | (23,518) | (8.4) | |||||||||||||||||||
| Operating profit | 107,528 | 94,037 | 13,491 | 14.3 | |||||||||||||||||||
| Other expenses | 8,053 | 9,343 | (1,290) | (13.8) | |||||||||||||||||||
| Interest expense, net | 47,116 | 48,542 | (1,426) | (2.9) | |||||||||||||||||||
| Income from continuing operations before income taxes | 52,359 | 36,152 | 16,207 | 44.8 | |||||||||||||||||||
| Income tax expense (benefit) | (219,548) | 11,430 | (230,978) | (2,020.8) | |||||||||||||||||||
| Income from continuing operations | 271,907 | 24,722 | 247,185 | 999.9 | |||||||||||||||||||
| Gain (loss) from discontinued operations, net of tax | (1,171) | 5,229 | (6,400) | (122.4) | |||||||||||||||||||
| Net income | $ | 270,736 | $ | 29,951 | $ | 240,785 | 803.9 | % | |||||||||||||||
Net Sales
Net sales decreased 1% during the third quarter of 2025 compared to the third quarter of 2024 primarily due to an unanticipated late-quarter shift in replenishment orders at one of our large U.S. retail partners, continued macro-driven economic pressures impacting consumer spending and the unfavorable impact from foreign currency exchange rates in our International business of approximately $4 million, partially offset by sales related to short-term transition service agreements and support of disposed businesses in the third quarter of 2025.
Operating Profit
Operating profit as a percentage of net sales was 12.1% during the third quarter of 2025, representing an increase from 10.4% in the third quarter of 2024. The operating margin improvement primarily resulted from approximately 160 basis points from cost savings initiatives and disciplined expense management, 105 basis points from cost savings initiatives within our supply chain, approximately 50 basis points from lower input costs and approximately 40 basis points from pricing actions which were partially offset from approximately 310 basis points from unfavorable assortment management and mix. Additionally, a decrease in restructuring and other action-related charges included in operating profit to $8 million in the third quarter of 2025 compared to $19 million in the third quarter of 2024, resulted in a favorable impact to operating margin of approximately 120 basis points.
Other Highlights
Other Expenses
– Other expenses decreased $1 million in the third quarter of 2025 compared to the third quarter of 2024 primarily due to lower funding fees for sales of accounts receivable to financial institutions and lower pension expense in the third quarter of 2025.
Interest Expense
– Interest expense from continuing operations was $47 million and nearly $49 million in the third quarters of 2025 and 2024, respectively, representing a decrease of $1 million. Interest expense from continuing operations in the third quarter of 2024 excludes $17 million, which was allocated to discontinued operations due to the requirement to pay down a portion of our outstanding term debt under the Senior Secured Credit Facility with the net proceeds from the sale of the global
Champion
business. Combined interest expense from continuing and discontinued operations decreased approximately $17 million in the third quarter of 2025 compared to the third quarter of 2024 primarily due to lower weighted average outstanding debt balances combined with a lower weighted average interest rate on our borrowings during the third quarter of 2025. Our combined weighted average interest rate, including the portion of interest expense that was allocated to discontinued operations, on our outstanding debt was 7.25% for the third quarter of 2025 compared to 7.50% for the third quarter of 2024.
Income Tax Expense
– In the third quarter of 2025, income tax benefit was $220 million, resulting in an effective income tax rate of (419.3)% and in the third quarter of 2024, income tax expense was $11 million, resulting in an effective income tax rate of 31.6%. Our effective tax rates for the third quarter of 2025 primarily differs from the U.S. statutory rate due to the release of valuation allowances recorded against U.S. deferred tax assets. Our effective tax rate for the third quarter of 2024 primarily differs from the U.S. statutory rate due to valuation allowances against certain net deferred tax assets. We had
38
favorable discrete items of $227 million in the third quarter of 2025 and unfavorable discrete items of $1 million in the third quarter of 2024.
For the third quarter 2025, we released valuation allowances of $241 million recorded against our beginning of year U.S. federal and U.S. state deferred tax assets. A valuation allowance release indicates that it is more likely than not that the deferred tax assets will be realized. We regularly assess the need for a valuation allowance on our deferred tax assets. In making this assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. For the third quarter 2025, based on our analysis of all positive and negative evidence, we concluded it is more-likely-than-not that a significant portion of our U.S. federal and certain U.S. state deferred tax assets will be realizable based on our current and anticipated future earnings. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as discrete tax benefit in the interim period. The release of these valuation allowances resulted in a discrete tax benefit of $225 million in the third quarter of 2025. We continue to maintain a valuation allowance on certain U.S federal, U.S. state, and foreign deferred tax assets which do not meet the more-likely-than-not realization criterion. We monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA” or “the Bill”) into law. The Bill contains a broad range of tax reform provisions, which include the extension and modification of certain provisions of the Tax Cuts and Jobs Act, immediate expensing of domestic research and development expenditures, the restoration of 100% bonus depreciation, and an EBITDA-based interest expense limitation with various effective dates beginning in 2025. We have considered the impact of the OBBBA on our annual effective tax rate. These provisions did not have a material impact to income taxes in our condensed consolidated financial statements for the third quarter 2025.
Discontinued
Operations
– The results of our discontinued operations include the operations of our global
Champion
business,
U.S.-based outlet store business, and the
Champion
Japan business, which we reached the decision to exit in 2024. See Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information related to discontinued operations.
Operating Results by Business Segment — Third Quarter Ended September 27, 2025 Compared with Third Quarter Ended September 28, 2024
| Net Sales | |||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
Higher
(Lower) |
Percent
Change |
||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| U.S. | $ | 647,531 | $ | 678,345 | $ | (30,814) | (4.5) | % | |||||||||||||||
| International | 204,371 | 222,410 | (18,039) | (8.1) | |||||||||||||||||||
| Other | 39,781 | (388) | 40,169 | 10,352.8 | |||||||||||||||||||
| Total | $ | 891,683 | $ | 900,367 | $ | (8,684) | (1.0) | % | |||||||||||||||
| Operating Profit and Margin | |||||||||||||||||||||||||||||||||||
| Quarters Ended | |||||||||||||||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
Higher
(Lower) |
Percent
Change |
||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| U.S. | $ | 143,999 | 22.2 | % | $ | 149,637 | 22.1 | % | $ | (5,638) | (3.8) | % | |||||||||||||||||||||||
| International | 20,799 | 10.2 | 27,704 | 12.5 | (6,905) | (24.9) | |||||||||||||||||||||||||||||
| Other | 1,416 | 3.6 | (1,989) | 512.6 | 3,405 | 171.2 | |||||||||||||||||||||||||||||
| Corporate | (58,686) | NM | (81,315) | NM | 22,629 | 27.8 | |||||||||||||||||||||||||||||
| Total | $ | 107,528 | 12.1 | % | $ | 94,037 | 10.4 | % | $ | 13,491 | 14.3 | % | |||||||||||||||||||||||
U.S.
U.S. net sales decreased approximately 5% compared to the third quarter of 2024 primarily due to an unanticipated late-quarter shift in replenishment orders at one of our large U.S. retail partners, partially offset by growth in our active apparel and new businesses including scrubs and loungewear products.
39
U.S. operating margin was 22.2%, an increase from 22.1% in the third quarter of 2024. The operating margin rate improvement primarily resulted from approximately 155 basis points from cost savings initiatives within our supply chain and approximately 70 basis points from lower input costs which were partially offset by approximately 190 basis points from unfavorable assortment management and mix.
International
Net sales in the International segment decreased 8% compared to the third quarter of 2024 due to continued macro-driven economic pressures impacting consumer spending in Australia combined with unfavorable foreign currency exchange rates. The unfavorable impact of foreign currency exchange rates decreased net sales by approximately $4 million in the third quarter of 2025. International net sales on a constant currency basis, defined as net sales excluding the impact of foreign currency, decreased approximately 6% when compared to the third quarter of 2024. The impact of foreign currency exchange rates is calculated by applying prior period exchange rates to the current year financial results. We believe constant-currency information is useful to management and investors to facilitate comparison of operating results and better identify trends in our businesses.
International operating margin was 10.2%, a decrease from 12.5% in the third quarter of 2024. The operating margin rate decline primarily resulted from approximately 175 basis points from higher operating expenses and approximately 50 basis points from strategic, planned brand investments.
Other
Sales and operating results in the third quarter of 2025 and 2024 primarily reflect short-term transition service agreements and support of disposed businesses.
Corporate
Corporate expenses included in operating profit were lower in the third quarter of 2025 compared to the third quarter of 2024 primarily due to lower restructuring and other action-related charges.
Restructuring and other action-related charges within operating profit were $8 million and $19 million in the third quarters of 2025 and 2024, respectively, as described in more detail below.
•
Charges related to professional services primarily include consulting and advisory services related to restructuring activities including cost transformation and technology modernization initiatives, which are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•
We recognized headcount actions and related severance charges, including subsequent adjustments to initial estimates, resulting from restructuring activities and operating model initiatives are primarily reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•
Supply chain restructuring and consolidation charges primarily attributed to charges and subsequent adjustments to estimates related to headcount actions and related severance pertaining to restructuring and consolidation efforts within the Company’s supply chain network as well as charges for accelerated amortization of right of use assets for the leased facilities that the Company expects to exit before the end of the contractual lease term.
•
Corporate asset impairment charges primarily represent charges during the second quarter of 2024 related to a contract termination of $10 million and impairment of the Company’s headquarters location that was classified as held for sale of $10 million which were recorded in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Condensed Consolidated Statements of Operations, respectively.
•
Other charges in the quarter ended September 27, 2025, are primarily associated with transaction fees and transition planning charges related to the pending Gildan transactions which were primarily recorded in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Operations. The remaining restructuring and other action-related charges within operating profit are charges related to real estate initiatives pertaining to our corporate headquarters move and other restructuring and action-related charges.
40
In the quarter ended September 27, 2025, we recorded a non-cash discrete tax benefit of $228 million primarily related to the release of valuation allowances recorded against certain U.S. federal and state deferred tax assets, which is recorded within the “Income tax expense (benefit)” line of the Condensed Consolidated Statements of Operations. As of September 27, 2025, based on our analysis of all positive and negative evidence, we concluded it is more-likely-than-not that a significant portion of our U.S. federal and certain U.S. state deferred tax assets will be realizable based on our current and anticipated future earnings. We continue to maintain a valuation allowance on certain U.S federal, U.S. state, and foreign deferred tax assets which do not meet the more-likely-than-not realization criterion. We monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.
The components of restructuring and other action-related charges were as follows:
| Quarters Ended | |||||||||||
|
September 27,
2025 |
September 28,
2024 |
||||||||||
| (dollars in thousands) | |||||||||||
| Restructuring and other action-related charges: | |||||||||||
| Professional services | $ | 3,119 | $ | 8,271 | |||||||
| Headcount actions and related severance | (283) | (1,245) | |||||||||
| Supply chain restructuring and consolidation | 731 | 10,710 | |||||||||
| Corporate asset impairment charges | — | — | |||||||||
| Other | 4,713 | 1,209 | |||||||||
| Total included in operating profit | 8,280 | 18,945 | |||||||||
| Discrete tax (expense) benefit | 227,732 | — | |||||||||
|
Tax effect on actions
|
— | — | |||||||||
| Total included in income tax (expense) benefit | 227,732 | — | |||||||||
| Total restructuring and other action-related charges included in income (loss) from continuing operations | $ | (219,452) | $ | 18,945 | |||||||
Condensed Consolidated Results of Operations — Nine Months Ended September 27, 2025 Compared with Nine Months Ended September 28, 2024
| Nine Months Ended | |||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
Higher
(Lower) |
Percent
Change |
||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| Net sales | $ | 2,643,156 | $ | 2,618,969 | $ | 24,187 | 0.9 | % | |||||||||||||||
| Cost of sales | 1,551,081 | 1,649,716 | (98,635) | (6.0) | |||||||||||||||||||
| Gross profit | 1,092,075 | 969,253 | 122,822 | 12.7 | |||||||||||||||||||
| Selling, general and administrative expenses | 749,981 | 903,005 | (153,024) | (16.9) | |||||||||||||||||||
| Operating profit | 342,094 | 66,248 | 275,846 | 416.4 | |||||||||||||||||||
| Other expenses | 34,348 | 29,021 | 5,327 | 18.4 | |||||||||||||||||||
| Interest expense, net | 137,971 | 149,404 | (11,433) | (7.7) | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 169,775 | (112,177) | 281,952 | 251.3 | |||||||||||||||||||
| Income tax expense (benefit) | (201,771) | 31,486 | (233,257) | (740.8) | |||||||||||||||||||
| Income (loss) from continuing operations | 371,546 | (143,663) | 515,209 | 358.6 | |||||||||||||||||||
| Gain (loss) from discontinued operations, net of tax | (28,655) | (163,888) | 135,233 | 82.5 | |||||||||||||||||||
| Net income (loss) | $ | 342,891 | $ | (307,551) | $ | 650,442 | 211.5 | % | |||||||||||||||
Net Sales
Net sales increased 1% during the nine months of 2025 compared to the nine months of 2024 primarily due to sales related to short-term transition service agreements and support of disposed businesses during the nine months of 2025, the unfavorable impact from foreign currency exchange rates in our International business of approximately $24 million and the continued macro-driven slowdown impacting consumer spending across segments.
41
Operating Profit
Operating profit as a percentage of net sales was 12.9% during the nine months of 2025, representing an increase from 2.5% in the nine months of 2024. The operating margin improvement primarily resulted from approximately 160 basis points from cost savings initiatives and disciplined expense management, approximately 70 basis points from lower input costs and approximately 65 basis points from cost savings initiatives within our supply chain which were partially offset by 105 basis points from unfavorable assortment management and mix. Additionally, a decrease in restructuring and other action-related charges included in operating profit of $215 million in the nine months of 2025 compared to the nine months of 2024, resulted in a favorable impact to operating margin of approximately 823 basis points.
Other Highlights
Other Expenses
– Other expenses increased $5 million in the nine months of 2025 compared to the nine months of 2024 primarily due to charges of approximately $10 million as a result of the redemption of the 4.875% Senior Notes and refinancing of the Senior Secured Credit Facility in first quarter of 2025. The charges included a payment of $1 million for a required make-whole premium related to the redemption of the 4.875% Senior Notes, third party and legal fees charged to expense of $1 million related to the Senior Secured Credit Facility refinancing and non-cash charges of $8 million for the write-off of the related unamortized debt issuance costs. See Note “Debt” to our condensed consolidated interim financial statements included in our Quarterly Report on Form 10-Q for additional information. Other expenses also included lower pension expense and lower funding fees for sales of accounts receivable to financial institutions in the third quarter of 2025.
Interest Expense
– Interest expense from continuing operations was $138 million and $149 million in the nine months of 2025 and 2024, respectively, representing a decrease of $11 million. The interest expense from continuing operations excludes $0.2 million and $53 million in the nine months of 2025 and 2024, respectively, which was allocated to discontinued operations due to the requirement to pay down a portion of outstanding term debt under the Senior Secured Credit Facility with the net proceeds from the sale of the global
Champion
business. Combined interest expense from continuing and discontinued operations decreased $58 million in the nine months of 2025 compared to the nine months of 2024 primarily due to lower weighted average outstanding debt balance combined with a lower weighted average interest rate on our borrowings during the nine months of 2025. Our combined weighted average interest rate, including the portion of interest expense that was allocated to discontinued operations, on our outstanding debt was 7.12% for the nine months of 2025 compared to 7.56% for the nine months of 2024.
Income Tax Expense
– In the nine months of 2025, income tax benefit was $202 million, resulting in an effective income tax rate of (118.8)% and in the nine months of 2024, income tax expense was $31 million, resulting in an effective income tax rate of (28.1)%. Our effective tax rate for the nine months of 2025 primarily differs from the U.S. statutory rate due to the release of valuation allowances recorded against U.S. deferred tax assets. Our effective tax rate the nine months of 2024 primarily differs from the U.S. statutory rate due to valuation allowances against certain net deferred tax assets. We had favorable discrete items of $226 million in the nine months of 2025 and minimal favorable discrete items in the nine months of 2024.
For the nine months of 2025, we released valuation allowances of $241 million recorded against our beginning of year U.S. federal and U.S. state deferred tax assets. A valuation allowance release indicates that it is more likely than not that the deferred tax assets will be realized. We regularly assess the need for a valuation allowance on our deferred tax assets. In making this assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. For the nine months of 2025, based on our analysis of all positive and negative evidence, we concluded it is more-likely-than-not that a significant portion of our U.S. federal and certain U.S. state deferred tax assets will be realizable based on our current and anticipated future earnings. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as discrete tax benefit in the interim period. The release of these valuation allowances resulted in a discrete tax benefit of $225 million in the nine months of 2025. We continue to maintain a valuation allowance on certain U.S federal, U.S. state, and foreign deferred tax assets which do not meet the more-likely-than-not realization criterion. We monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA” or “the Bill”) into law. The Bill contains a broad range of tax reform provisions, which include the extension and modification of certain provisions of the Tax Cuts and Jobs Act, immediate expensing of domestic research and development expenditures, the restoration of 100% bonus depreciation, and an EBITDA-based interest expense limitation with various effective dates beginning in 2025. We have considered the impact of the OBBBA on our annual effective tax rate. These provisions did not have a material impact to income taxes in our condensed consolidated financial statements for the nine months of 2025.
42
Discontinued
Operations
– The results of our discontinued operations include the operations of our global
Champion
business, U.S.-based outlet store business and the
Champion
Japan business which we reached the decision to exit in 2024. See Note “Assets and Liabilities of Businesses Held for Sale” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information related to discontinued operations.
Operating Results by Business Segment — Nine Months Ended September 27, 2025 Compared with Nine Months Ended September 28, 2024
| Net Sales | |||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
Higher
(Lower) |
Percent
Change |
||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| U.S. | $ | 1,919,239 | $ | 1,962,390 | $ | (43,151) | (2.2) | % | |||||||||||||||
| International | 625,863 | 655,494 | (29,631) | (4.5) | |||||||||||||||||||
| Other | 98,054 | 1,085 | 96,969 | 8,937.2 | |||||||||||||||||||
| Total | $ | 2,643,156 | $ | 2,618,969 | $ | 24,187 | 0.9 | % | |||||||||||||||
| Operating Profit and Margin | |||||||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||
|
September 27,
2025 |
September 28,
2024 |
Higher
(Lower) |
Percent
Change |
||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| U.S. | $ | 439,796 | 22.9 | % | $ | 406,114 | 20.7 | % | $ | 33,682 | 8.3 | % | |||||||||||||||||||||||
| International | 67,545 | 10.8 | 74,742 | 11.4 | (7,197) | (9.6) | |||||||||||||||||||||||||||||
| Other | 8,233 | 8.4 | (1,438) | (132.5) | 9,671 | 672.5 | |||||||||||||||||||||||||||||
| Corporate | (173,480) | NM | (413,170) | NM | 239,690 | 58.0 | |||||||||||||||||||||||||||||
| Total | $ | 342,094 | 12.9 | % | $ | 66,248 | 2.5 | % | $ | 275,846 | 416.4 | % | |||||||||||||||||||||||
U.S.
U.S. net sales decreased 2% compared to the nine months of 2024 primarily due to an unanticipated shift in replenishment orders at one of our large U.S. retail partners in the third quarter and softer point-of-sale trends stemming from the continued macroeconomic pressures, primarily within the intimate apparel business.
U.S. operating margin was 22.9%, an increase from 20.7% in the nine months of 2024. The operating margin improvement primarily resulted from approximately 105 basis points from cost savings initiatives within our supply chain and approximately 90 basis points from lower input costs.
International
Net sales in the International segment decreased 5% compared to the nine months of 2024 due to continued macro-driven economic pressures impacting consumer spending in Australia combined with unfavorable foreign currency exchange rates which was partially offset by growth in Asia. The unfavorable impact of foreign currency exchange rates decreased net sales approximately $24 million in the nine months of 2025. International net sales on a constant currency basis, defined as net sales excluding the impact of foreign currency, decreased by approximately 1% when compared to the nine months of 2024. The impact of foreign currency exchange rates is calculated by applying prior period exchange rates to the current year financial results. We believe constant-currency information is useful to management and investors to facilitate comparison of operating results and better identify trends in our businesses.
International operating margin was 10.8%, a decrease from 11.4% in the nine months of 2024. The operating margin improvement primarily resulted from approximately 60 basis points from increased strategic, planned brand investments and approximately 20 basis points from cost savings initiatives and disciplined expense management which was partially offset by approximately 20 basis points from higher input costs.
Other
Sales and operating results in the nine months of 2025 and 2024 primarily reflect short-term transition service agreements and support of disposed businesses. Sales and operating results in the nine months of 2024 primarily reflect short term transition service agreements and support of disposed businesses, including support of the U.S. Sheer Hosiery business which was sold on September 29, 2023.
43
Corporate
Corporate expenses included in operating profit were lower in the nine months of 2025 compared to the nine months of 2024 primarily due to lower restructuring and other action-related charges.
Restructuring and other action-related charges within operating profit were $8 million and $223 million in the nine months of 2025 and 2024, respectively, as described in more detail below.
•
Charges related to professional services primarily include consulting and advisory services related to restructuring activities including cost transformation and technology modernization initiatives, which are reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•
We recognized headcount actions and related severance charges, including subsequent adjustments to initial estimates, resulting from restructuring activities and operating model initiatives are primarily reflected in the “Selling, general and administrative expenses” line in the Condensed Consolidated Statements of Operations.
•
Supply chain restructuring and consolidation charges primarily attributed to charges and subsequent adjustments to estimates related to headcount actions and related severance pertaining to restructuring and consolidation efforts within the Company’s supply chain network as well as charges for accelerated amortization of right of use assets for the leased facilities that the Company expects to exit before the end of the contractual lease term and depreciation of certain fixed assets.
•
Corporate asset impairment charges primarily represent charges during the nine months ended September 28, 2024 related to a contract termination of $10 million and impairment of the Company’s headquarters location that was classified as held for sale of $10 million which were recorded in the “Cost of sales” and “Selling, general and administrative expenses” lines of the Condensed Consolidated Statements of Operations, respectively.
•
Other charges in the nine months ended September 27, 2025, are primarily associated with transaction fees and transition planning charges related to the pending Gildan transactions which were primarily recorded in the “Selling, general and administrative expenses” line of the Condensed Consolidated Statements of Operations. The remaining restructuring and other action-related charges within operating profit are charges related to real estate initiatives pertaining to our corporate headquarters move and other restructuring and action-related charges.
In the nine months ended September 27, 2025, we recorded charges totaling $10 million in restructuring and other action-related charges related to the refinancing of the senior secured credit facility and redemption of our 4.875% Senior Notes. The charges, which are recorded in the “Other expenses” line in the Condensed Consolidated Statements of Operations, included a payment of $1 million for a required make-whole premium related to the redemption of our 4.875% Senior Notes, charges for third party and legal fees of $1 million related to our senior secured credit facility refinancing, and non-cash charges of $8 million for the write-off of the related unamortized debt issuance costs. See Note “Debt” for additional information.
In the nine months ended September 27, 2025, we recorded a non-cash discrete tax benefit of $228 million primarily related to the release of valuation allowances recorded against certain U.S. federal and state deferred tax assets, which is recorded within the “Income tax expense (benefit)” line of the Condensed Consolidated Statements of Operations. As of September 27, 2025, based on our analysis of all positive and negative evidence, we concluded it is more-likely-than-not that a significant portion of our U.S. federal and certain U.S. state deferred tax assets will be realizable based on our current and anticipated future earnings. We continue to maintain a valuation allowance on certain U.S federal, U.S. state, and foreign deferred tax assets which do not meet the more-likely-than-not realization criterion. We monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.
44
The components of restructuring and other action-related charges were as follows:
| Nine Months Ended | |||||||||||
|
September 27,
2025 |
September 28,
2024 |
||||||||||
| (dollars in thousands) | |||||||||||
| Restructuring and other action-related charges: | |||||||||||
| Professional services | $ | 6,485 | $ | 12,704 | |||||||
| Headcount actions and related severance | (1,102) | 17,853 | |||||||||
| Supply chain restructuring and consolidation | (2,513) | 169,624 | |||||||||
| Corporate asset impairment charges | — | 20,107 | |||||||||
| Other | 5,328 | 2,660 | |||||||||
| Total included in operating profit | 8,198 | 222,948 | |||||||||
|
Loss on extinguishment of debt included in other expenses
|
9,979 | — | |||||||||
| Total included in income (loss) from continuing operations before income taxes | 18,177 | 222,948 | |||||||||
| Discrete tax (expense) benefit | 227,732 | — | |||||||||
|
Tax effect on actions
|
— | — | |||||||||
| Total included in income tax (expense) benefit | 227,732 | — | |||||||||
| Total restructuring and other action-related charges included in income (loss) from continuing operations | $ | (209,555) | $ | 222,948 | |||||||
Liquidity and Capital Resources
Cash Requirements and Trends and Uncertainties Affecting Liquidity
We primarily rely on our cash flows generated from operations and the borrowing capacity under our credit facilities to meet the cash requirements of our business. In January 2023, we shifted our capital allocation strategy to utilize our cash from operations for payments to our employees and vendors in the normal course of business and to reinvest in our business through capital expenditures. We then utilize our free cash flow (cash from operations less capital expenditures) to pay down debt to bring our leverage back to a range that is no greater than two to three times on a net debt-to-adjusted EBITDA basis.
Based on our current expectations and forecasts of future earnings and cash flows, we believe we have sufficient cash and available borrowings to support our operations and key business strategies for at least the next 12 months and we currently believe our cash flows and available borrowings, together with our access to the capital markets, are sufficient to support our longer term liquidity needs as well.
Our primary financing arrangements are our Senior Secured Credit Facility, our 9.000% senior notes due in 2031 (the “9.000% Senior Notes”) and our accounts receivable securitization facility due in 2026 (the “ARS Facility”). The Senior Secured Credit Facility consists of a $750 million revolving loan facility due in 2030 (the “Revolving Loan Facility”), a senior secured term loan A facility due in 2030 (the “Term Loan A”) and a senior secured term loan B facility due in 2032 (the “Term Loan B”).
Our primary sources of liquidity are cash generated from global operations and cash available under our Revolving Loan Facility, our ARS Facility and our other international credit facilities.
45
We had the following borrowing capacity and available liquidity under our credit facilities as of September 27, 2025:
| As of September 27, 2025 | |||||||||||
|
Borrowing
Capacity |
Available
Liquidity |
||||||||||
| (dollars in thousands) | |||||||||||
| Senior Secured Credit Facility: | |||||||||||
|
Revolving Loan Facility
(1)
|
$ | 750,000 | $ | 584,564 | |||||||
|
Accounts Receivable Securitization Facility
(2)
|
115,000 | 6,000 | |||||||||
|
Other international credit facilities
(3)
|
949 | (8,900) | |||||||||
| Total liquidity from credit facilities | $ | 865,949 | $ | 581,664 | |||||||
| Cash and cash equivalents | 217,573 | ||||||||||
| Total liquidity | $ | 799,237 | |||||||||
(1)
Available liquidity is reduced by standby and trade letters of credit issued and outstanding under this facility.
(2)
Borrowing availability under the ARS Facility is subject to a quarterly fluctuating facility limit ranging from
$85 million
to
$115 million based on the applicable quarter
and permitted only to the extent that the face of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans.
(3)
Available liquidity for other international credit facilities is reduced for any outstanding international letters of credit. The international letters of credit are not outstanding under any specific credit facility and do not reduce actual borrowing capacity under the specific credit facilities.
The following have impacted or may impact our liquidity:
•
We have principal and interest obligations under our debt and ongoing financial covenants under those debt facilities.
•
In March 2025, we refinanced our Senior Secured Credit Facility including the senior secured revolving credit facility, the senior secured Term Loan A facility, and the senior secured Term Loan B facility which will mature in March 2030, March 2030 and March 2032, respectively. Additionally, we elected to exercise the optional redemption rights to redeem all of the outstanding 4.875% senior notes due 2026.
•
In August 2025, we entered into a definitive agreement to be acquired by Gildan which includes termination rights under certain circumstances which could result in a termination fee payable by us in the amount of $68 million, which we refer to as the Hanesbrands Termination Fee. Additionally, if we do not receive stockholder approval of the Transactions, we will reimburse Gildan for its expenses up to $18 million. If the Hanesbrands Termination Fee subsequently becomes payable, any previously paid expense reimbursement amount will be deducted from the amount of the Hanesbrands Termination Fee.
•
The difficult global macroeconomic environment has had, and may continue to have, a negative impact on our business and the businesses of our customers.
•
Our Board of Directors eliminated our quarterly cash dividend as we shifted our capital allocation strategy in January 2023 to pay down debt to bring our leverage back to a range that is no greater than two to three times on a net debt-to-adjusted EBITDA basis. The declaration of any future dividends and, if declared, the amount of any such dividends, will be subject to our actual future earnings, capital requirements, regulatory restrictions, debt covenants, other contractual restrictions and to the discretion of our Board of Directors.
•
We have invested in global growth initiatives, as well as marketing and brand building.
•
We previously launched a series of multi-year cost savings programs and recently began implementing significant restructuring and consolidation efforts within our supply chain network, both manufacturing and distribution, as well as corporate cost and headcount reductions within continuing operations to drive stronger operating performance and margin expansion.
•
In the future, when it aligns with our capital allocation strategy and absent any covenant restrictions, we may pursue strategic business acquisitions.
•
We have completed and may pursue strategic divestitures, such as the recently completed Initial Closing of our global
Champion
business and exit of our U.S.-based outlet store business in 2024 and the Deferred Closing of our global
Champion
business on January 31, 2025. In December 2024, we finalized plans to exit the
Champion
Japan business and expect to complete the sale of the business within the current fiscal year.
•
We made required cash contributions of approximately $11 million to our U.S. pension plans in the nine months of 2025 based on the preliminary calculation by our actuary. We may also elect to make additional voluntary contributions.
46
•
We may increase or decrease the portion of the current-year income of our foreign subsidiaries that we remit to the United States, which could impact our effective income tax rate. We have not changed our reinvestment strategy from the prior year with regards to our unremitted foreign earnings and intend to remit foreign earnings totaling $65 million.
Sources and Uses of Our Cash
The information presented below regarding the sources and uses of our cash flows for the nine months ended September 27, 2025 and September 28, 2024 was derived from our condensed consolidated interim financial statements.
| Nine Months Ended | |||||||||||
|
September 27,
2025 |
September 28,
2024 |
||||||||||
| (dollars in thousands) | |||||||||||
| Operating activities | $ | (44,272) | $ | 196,812 | |||||||
| Investing activities | 2,284 | (31,843) | |||||||||
| Financing activities | 40,400 | (40,161) | |||||||||
| Effect of changes in foreign exchange rates on cash | 4,307 | (3,398) | |||||||||
| Change in cash and cash equivalents | 2,719 | 121,410 | |||||||||
| Cash and cash equivalents at beginning of year | 215,354 | 205,501 | |||||||||
| Cash and cash equivalents at end of period | $ | 218,073 | $ | 326,911 | |||||||
| Balances included in the Condensed Consolidated Balance Sheets: | |||||||||||
| Cash and cash equivalents | $ | 217,573 | $ | 316,801 | |||||||
| Cash and cash equivalents included in current assets held for sale | 500 | 10,110 | |||||||||
| Cash and cash equivalents at end of period | $ | 218,073 | $ | 326,911 | |||||||
Operating Activities
Our overall liquidity has historically been driven by our cash flow provided by operating activities, which is dependent on net operating results and changes in our working capital. Net cash used by operating activities in the nine months of 2025 was primarily driven by higher inventory resulting from sales trends and increased tariff costs, in addition to higher payments for variable compensation and taxes, all of which was partially offset by increased profitability. We generated cash provided by operating activities in the nine months of 2024 primarily from working capital management.
Investing Activities
Net cash provided by investing activities in the nine months of 2025 of $2 million was primarily due to net proceeds received from dispositions which were partially offset by capital expenditures. The net cash used by investing activities in the nine months of 2024 was primarily the result of capital expenditures of $32 million.
Financing Activities
Net cash provided by financing activities of $40 million in the nine months of 2025 primarily resulted from net borrowings related to operations and the refinancing of our revolving loan facility, Term Loan A, and Term Loan B in addition to the redemption of the 4.875% Senior Notes. As a result of the debt refinancing completed during the nine months of 2025, we incurred debt issuance costs of $23 million. Net cash used by financing activities of $40 million in the nine months of 2024 primarily resulted from total scheduled repayments on the Term Loan A and the Term Loan B of approximately $30 million and net repayments on our ARS Facility. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.
Financing Arrangements
In March 2025, we refinanced our Senior Secured Credit Facility which provides for a $750 million senior secured revolving credit facility maturing March 7, 2030, a $400 million senior secured Term Loan A facility maturing March 7, 2030, and a $1.1 billion senior secured Term Loan B facility maturing March 7, 2032. The net proceeds from the refinancing, together with cash on hand, were used to redeem our outstanding 4.875% Senior Notes due 2026 in the original aggregate principal amount of $900 million, to refinance our existing senior secured credit facilities, and to pay related fees and expenses. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.
47
In May 2025, we amended the ARS Facility which extended the maturity date to May 2026 and reduced the 2025 quarterly fluctuating facility limit to $85 million in the first and second quarters and $115 million in the third and fourth quarters only to the extent that the face value of the receivables in the collateral pool, net of applicable concentrations, reserves and other deductions, exceeds the outstanding loans. Additionally, the amendment created three pricing tiers based on a consolidated total net leverage ratio. See Note “Debt” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for additional information.
We believe our financing structure provides a secure base to support our operations and key business strategies. As of September 27, 2025, we were in compliance with all financial covenants under our credit facilities and other outstanding indebtedness. Under the terms of the Senior Secured Credit Facility, among other financial and non-financial covenants, we are required to maintain a minimum interest coverage ratio and a maximum total debt to EBITDA (earnings before interest, income taxes, depreciation expense and amortization, as computed pursuant to the Senior Secured Credit Facility), or leverage ratio, each of which is defined in the Senior Secured Credit Facility. The method of calculating all of the components used in the covenants is included in the Senior Secured Credit Facility.
We expect to maintain compliance with our covenants, as amended, for at least 12 months from the issuance of these financial statements based on our current expectations and forecasts, however economic conditions or the occurrence of events discussed under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2024 or other SEC filings could cause noncompliance. If economic conditions worsen or our earnings do not recover as currently estimated by management, this could impact our ability to maintain compliance with our amended financial covenants and require us to seek additional amendments to the Senior Secured Credit Facility. If we are not able to obtain such necessary additional amendments, this would lead to an event of default and, if not cured timely, our lenders could require us to repay our outstanding debt. In that situation, we may not be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay the lenders.
For further details regarding our liquidity from our available cash balances and credit facilities see “Cash Requirements and Trends and Uncertainties Affecting Liquidity” above.
Critical Accounting Policies and Estimates
We have chosen accounting policies that we believe are appropriate to report our operating results and financial condition in conformity with accounting principles generally accepted in the United States. We apply these accounting policies in a consistent manner. Our significant accounting policies are discussed in Note “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 28, 2024.
The application of critical accounting policies requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. We evaluate these estimates and assumptions on an ongoing basis and may retain outside consultants to assist in our evaluation. If actual results ultimately differ from previous estimates, the revisions are included in results of operations in the period in which the actual amounts become known. The critical accounting policies that involve the most significant management judgments and estimates used in preparation of our consolidated financial statements, or are the most sensitive to change from outside factors, are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 28, 2024. There have been no material changes in these policies from those described in our Annual Report on Form 10-K for the year ended December 28, 2024.
Recently Issued Accounting Pronouncements
For a summary of recently issued accounting pronouncements, see Note “Recent Accounting Pronouncements” to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q.
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | ||||
There have been no material changes in our market risk exposures from those described in Item 7A of our Annual Report on Form 10-K for the year ended December 28, 2024.
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| Item 4. | Controls and Procedures | ||||
Disclosure Controls and Procedures
As required by Exchange Act Rule 13a-15(b), our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 27, 2025.
Changes in Internal Control over Financial Reporting
In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
| Item 1. | Legal Proceedings | ||||
Although we are subject to various claims and legal actions that occur from time to time in the ordinary course of our business, we are not party to any pending legal proceedings that we believe could have a material adverse effect on our business, results of operations, financial condition or cash flows.
| Item 1A. | Risk Factors | ||||
The risk factors that affect our business and financial results are discussed in Part I, Item 1A., of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. Other than as set forth below, there have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K. 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.
The Transactions are subject to various closing conditions, including regulatory and Hanesbrands stockholder approvals as well as other uncertainties, and there can be no assurances as to whether and when it may be completed.
Closing of the Transactions is subject to the satisfaction or waiver of a number of conditions specified in the Merger Agreement, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the Transactions. The conditions include, among other things: (a) approval of the Transactions by the Company’s stockholders; (b) effectiveness of the registration statement registering the Gildan common shares issuable in connection with the Transactions in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness thereof having been issued and remaining in effect and no proceeding to that effect having been commenced; (c) the absence of any injunction or similar law or order having been entered, enacted or promulgated by a governmental entity of competent jurisdiction and continuing to be in effect that prohibits or makes illegal the consummation of the Transactions; (d) receipt of certain regulatory approvals; (e) the Gildan common shares to be issued in connection with the Transactions having been approved for listing on the NYSE and the TSX; (f) the accuracy of the representations and warranties of each of the Company and Gildan, subject to certain materiality standards set forth in the Merger Agreement; (g) compliance by each party in all material respects with such party’s obligations under the Merger Agreement; and (h) with respect to each party, the absence of a material adverse effect.
Assurance cannot be provided that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), assurance cannot be provided as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Transactions. Many of the conditions to completion of the Transactions are not within either the Company’s or Gildan’s control, and neither company can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the Transactions could cause the Company and/or Gildan not to realize some or all of the benefits that each expects to achieve if the Transactions are successfully completed within the expected timeframe.
The announcement and pendency of the Transactions could adversely affect our business, results of operations and financial condition.
The announcement and pendency of the Transactions could cause disruptions in and create uncertainty surrounding the Company’s business, including affecting the Company’s relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on the Company’s business, results of operations and financial condition, regardless of whether the Transactions are completed. In particular, the Company could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the Transactions. The Company could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. The attention of the Company’s management may be directed towards closing the Transactions, including obtaining regulatory approvals and other Transactions-related considerations and may be diverted from the day-to-day business operations of the Company and matters related to the Transactions may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to the Company. Additionally, the Merger Agreement requires each party to obtain the other party’s consent prior to taking certain specified actions while the Transactions are pending. These restrictions may prevent the Company from pursuing otherwise attractive business opportunities prior to the
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closing of the Transactions. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of the Company.
If the Transactions do not close, the price of the Company’s common stock may fall to the extent that the current prices reflect a market assumption that the Transactions will close. In addition, the failure to close the Transactions may result in negative publicity or a negative impression of the Company in the investment community and may affect the Company’s relationship with employees, customers, suppliers and other partners.
The Company will incur substantial transaction fees and costs in connection with the Transactions.
The Company has incurred, and expects to incur, additional, substantial non-recurring expenses in connection with the Transactions. The Company has incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the Transactions. Additional significant unanticipated costs may be incurred in the course of coordinating and combining the businesses of the Company and Gildan. Even if the Transactions do not close, the Company and Gildan will need to pay certain costs relating to the Transactions incurred prior to the date the Transactions were abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the future results of operations, cash flows and financial condition of the Company. In addition to its own fees and expenses, if the Merger Agreement is terminated under specified circumstances, the Company will be required to pay to Gildan a $68 million termination payment in cash. If the Merger Agreement is terminated by either party due to failure to obtain approval of the Transactions by the Company’s stockholders, the Company will reimburse Gildan for its expenses in an amount up to $18 million. If the termination fee subsequently becomes payable, any previously paid expense reimbursement amount will be deducted from the amount of the termination fee.
The Company and Gildan may be targets of claims or securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Transactions from being completed.
Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed.
The Merger Agreement contains provisions that make it more difficult for the Company to pursue alternatives to the Transactions and may discourage other companies from trying to acquire the Company for greater consideration than what Gildan has agreed to pay.
The Merger Agreement contains provisions that make it more difficult for the Company to sell its business to a party other than Gildan. These provisions include a general prohibition on the Company soliciting any alternative proposal. Further, there are only limited circumstances in which the Company may terminate the Merger Agreement to accept an alternative proposal and limited exceptions to the Company’s agreement that its board of directors will not withdraw or modify the recommendation of its board of directors in favor of the approval of the Transactions. In the event that the Company’s board of directors makes an adverse recommendation change, then Hanesbrands may be required to pay to Gildan a termination payment of $68 million in cash.
The Company and Gildan believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring the Company or discourage the Company from considering an alternative proposal.
If an alternative proposal to acquire the Company is made, consummation of the Transactions may be delayed.
If an alternative proposal to acquire the Company is made, the attention of the Company’s and Gildan’s respective management may be diverted away from the Transactions, which may delay or impede consummation of the Transactions. Matters related to such alternative proposal, including any potential related litigation, may require commitments of time and resources of both the Company and Gildan and their respective representatives, which could otherwise have been devoted to the Transactions.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
None.
| Item 3. | Defaults Upon Senior Securities | ||||
None.
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| Item 4. | Mine Safety Disclosures | ||||
Not applicable.
| Item 5. | Other Information | ||||
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| Item 6. | Exhibits | ||||
|
Exhibit
Number
|
Description | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 2.3 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 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 and included in Exhibit 101) | |||||||
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| * | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the U.S. Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. | ||||
| ** | Management contract or compensatory plans or arrangements. | ||||
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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/ M. Scott Lewis | |||||||
|
M. Scott Lewis
Chief Financial Officer and Chief Accounting Officer (Duly authorized officer, principal financial officer and principal accounting officer) |
||||||||
Date: November 6, 2025
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TABLE OF CONTENTS
Part IItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart IIItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits