Consolidating Financial Information | Consolidating Financial Information In accordance with the indenture governing the Company’s $1,000,000 6.375% Senior Notes issued on November 9, 2010, as supplemented from time to time, certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the 6.375% Senior Notes. The following presents the condensed consolidating financial information separately for: (i) Parent Company, the issuer of the guaranteed obligations. Parent Company includes Hanesbrands Inc. and its 100% owned operating divisions, which are not legal entities, and excludes its subsidiaries, which are legal entities; (ii) Guarantor subsidiaries, on a combined basis, as specified in the Indentures; (iii) Non-guarantor subsidiaries, on a combined basis; (iv) Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate intercompany profit in inventory, (c) eliminate the investments in the Company’s subsidiaries and (d) record consolidating entries; and (v) The Company, on a consolidated basis. The 6.375% Senior Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary, each of which is 100% owned, directly or indirectly, by Hanesbrands Inc. A guarantor subsidiary’s guarantee can be released in certain customary circumstances. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. Consolidating Statement of Comprehensive Income Year Ended January 2, 2016 Parent Guarantor Non-Guarantor Consolidating Consolidated Net sales $ 4,306,019 $ 932,028 $ 3,349,144 $ (2,855,642 ) $ 5,731,549 Cost of sales 3,530,688 502,355 2,425,690 (2,863,516 ) 3,595,217 Gross profit 775,331 429,673 923,454 7,874 2,136,332 Selling, general and administrative expenses 905,616 215,625 423,772 (3,799 ) 1,541,214 Operating profit (130,285 ) 214,048 499,682 11,673 595,118 Equity in earnings of subsidiaries 687,504 433,242 — (1,120,746 ) — Other expenses 3,210 — — — 3,210 Interest expense, net 88,910 — 28,830 295 118,035 Income before income tax expense 465,099 647,290 470,852 (1,109,368 ) 473,873 Income tax expense (benefit) 36,244 (3,563 ) 12,337 — 45,018 Net income $ 428,855 $ 650,853 $ 458,515 $ (1,109,368 ) $ 428,855 Comprehensive income $ 406,511 $ 650,853 $ 435,578 $ (1,086,431 ) $ 406,511 Consolidating Statement of Comprehensive Income Year Ended January 3, 2015 Parent Guarantor Non-Guarantor Consolidating Consolidated Net sales $ 4,325,897 $ 839,306 $ 2,743,114 $ (2,583,571 ) $ 5,324,746 Cost of sales 3,728,833 437,262 2,105,317 (2,851,073 ) 3,420,339 Gross profit 597,064 402,044 637,797 267,502 1,904,407 Selling, general and administrative expenses 920,002 227,853 199,022 (6,424 ) 1,340,453 Operating profit (322,938 ) 174,191 438,775 273,926 563,954 Equity in earnings of subsidiaries 833,642 276,369 — (1,110,011 ) — Other expenses 2,599 — — — 2,599 Interest expense, net 76,096 2,228 17,312 751 96,387 Income before income tax expense 432,009 448,332 421,463 (836,836 ) 464,968 Income tax expense 27,490 12,210 20,749 — 60,449 Net income $ 404,519 $ 436,122 $ 400,714 $ (836,836 ) $ 404,519 Comprehensive income $ 268,947 $ 436,122 $ 386,959 $ (823,081 ) $ 268,947 Consolidating Statement of Comprehensive Income Year Ended December 28, 2013 Parent Guarantor Non-Guarantor Consolidating Consolidated Net sales $ 3,933,591 $ 762,257 $ 2,300,794 $ (2,368,840 ) $ 4,627,802 Cost of sales 3,097,826 396,489 1,852,065 (2,330,271 ) 3,016,109 Gross profit 835,765 365,768 448,729 (38,569 ) 1,611,693 Selling, general and administrative expenses 802,325 178,434 121,478 (5,730 ) 1,096,507 Operating profit 33,440 187,334 327,251 (32,839 ) 515,186 Equity in earnings of subsidiaries 425,833 215,230 — (641,063 ) — Other expenses 17,501 — — — 17,501 Interest expense, net 95,116 (20 ) 6,867 (79 ) 101,884 Income before income tax expense 346,656 402,584 320,384 (673,823 ) 395,801 Income tax expense 16,162 21,850 27,295 — 65,307 Net income $ 330,494 $ 380,734 $ 293,089 $ (673,823 ) $ 330,494 Comprehensive income $ 411,090 $ 380,734 $ 282,050 $ (662,784 ) $ 411,090 Condensed Consolidating Balance Sheet January 2, 2016 Parent Guarantor Non-Guarantor Consolidating Consolidated Assets Cash and cash equivalents $ 6,348 $ 7,683 $ 305,138 $ — $ 319,169 Trade accounts receivable, net 92,287 68,710 520,697 (1,277 ) 680,417 Inventories 1,123,320 145,533 656,714 (110,965 ) 1,814,602 Other current assets 32,793 10,775 57,331 2,780 103,679 Total current assets 1,254,748 232,701 1,539,880 (109,462 ) 2,917,867 Property, net 96,223 42,619 511,620 — 650,462 Trademarks and other identifiable intangibles, net 4,166 130,296 566,053 — 700,515 Goodwill 232,882 242,186 359,247 — 834,315 Investments in subsidiaries 4,595,424 2,229,254 — (6,824,678 ) — Deferred tax assets 362,414 72,448 10,317 — 445,179 Receivables from related entities 5,145,108 5,099,420 2,366,888 (12,611,416 ) — Other noncurrent assets 60,388 319 9,995 — 70,702 Total assets $ 11,751,353 $ 8,049,243 $ 5,364,000 $ (19,545,556 ) $ 5,619,040 Liabilities and Stockholders’ Accounts payable $ 248,114 $ 21,733 $ 403,125 $ — $ 672,972 Accrued liabilities 168,440 51,766 240,528 (401 ) 460,333 Notes payable — — 117,785 — 117,785 Accounts Receivable Securitization Facility — — 195,163 — 195,163 Current portion of long-term debt 54,094 — 3,562 — 57,656 Total current liabilities 470,648 73,499 960,163 (401 ) 1,503,909 Long-term debt 2,136,531 — 117,631 — 2,254,162 Pension and postretirement benefits 307,738 — 54,528 — 362,266 Payables to related entities 7,462,706 3,691,969 1,456,741 (12,611,416 ) — Other noncurrent liabilities 97,839 11,659 113,314 — 222,812 Total liabilities 10,475,462 3,777,127 2,702,377 (12,611,817 ) 4,343,149 Stockholders’ equity 1,275,891 4,272,116 2,661,623 (6,933,739 ) 1,275,891 Total liabilities and stockholders’ equity $ 11,751,353 $ 8,049,243 $ 5,364,000 $ (19,545,556 ) $ 5,619,040 Condensed Consolidating Balance Sheet January 3, 2015 Parent Guarantor Non-Guarantor Consolidating Consolidated Assets Cash and cash equivalents $ 10,910 $ 10,796 $ 218,149 $ — $ 239,855 Trade accounts receivable, net 73,794 37,511 561,514 (771 ) 672,048 Inventories 958,376 120,341 607,356 (148,873 ) 1,537,200 Other current assets 38,446 11,224 51,394 — 101,064 Total current assets 1,081,526 179,872 1,438,413 (149,644 ) 2,550,167 Property, net 88,599 46,221 539,559 — 674,379 Trademarks and other identifiable intangibles, net 4,102 79,393 607,706 — 691,201 Goodwill 232,881 124,247 365,992 — 723,120 Investments in subsidiaries 3,732,783 1,792,790 — (5,525,573 ) — Deferred tax assets 402,960 78,250 14,614 — 495,824 Receivables from related entities 4,585,755 4,471,644 2,087,280 (11,144,679 ) — Other noncurrent assets 55,540 428 17,534 — 73,502 Total assets $ 10,184,146 $ 6,772,845 $ 5,071,098 $ (16,819,896 ) $ 5,208,193 Liabilities and Stockholders’ Accounts payable $ 353,799 $ 11,925 $ 255,496 $ — $ 621,220 Accrued liabilities 190,739 61,339 238,249 1,112 491,439 Notes payable — — 144,438 — 144,438 Accounts Receivable Securitization Facility — — 210,963 — 210,963 Current portion of long-term debt — — 14,354 — 14,354 Total current liabilities 544,538 73,264 863,500 1,112 1,482,414 Long-term debt 1,176,500 — 437,497 — 1,613,997 Pension and postretirement benefits 399,931 — 72,072 — 472,003 Payables to related entities 6,544,095 3,270,513 1,330,071 (11,144,679 ) — Other noncurrent liabilities 132,310 12,609 108,887 (799 ) 253,007 Total liabilities 8,797,374 3,356,386 2,812,027 (11,144,366 ) 3,821,421 Stockholders’ equity 1,386,772 3,416,459 2,259,071 (5,675,530 ) 1,386,772 Total liabilities and stockholders’ equity $ 10,184,146 $ 6,772,845 $ 5,071,098 $ (16,819,896 ) $ 5,208,193 Condensed Consolidating Statement of Cash Flows Year Ended January 2, 2016 Parent Guarantor Non-Guarantor Consolidating Consolidated Net cash from operating activities $ 441,619 $ 454,013 $ 491,816 $ (1,160,441 ) $ 227,007 Investing activities: Purchases of property, plant and equipment (26,396 ) (18,108 ) (54,871 ) — (99,375 ) Proceeds from sales of assets 6,624 4,358 4,422 — 15,404 Acquisition of business, net of cash acquired — (192,829 ) — — (192,829 ) Proceeds from sale of investments — — — — — Other — — — — — Net cash from investing activities (19,772 ) (206,579 ) (50,449 ) — (276,800 ) Financing activities: Borrowings on notes payable — — 1,167,681 — 1,167,681 Repayments on notes payable — — (1,184,458 ) — (1,184,458 ) Borrowings on Accounts Receivable Securitization Facility — — 231,891 — 231,891 Repayments on Accounts Receivable Securitization Facility — — (247,691 ) — (247,691 ) Borrowings on Revolving Loan Facility 5,272,000 — — — 5,272,000 Repayments on Revolving Loan Facility (5,385,000 ) — — — (5,385,000 ) Repayments of Euro Term Loan Facility — — (289,079 ) — (289,079 ) Borrowings on Term Loan A Facility 725,000 — — — 725,000 Repayments on Term Loan A Facility (19,688 ) — — — (19,688 ) Borrowings on Term Loan B Facility 425,000 — — — 425,000 Repayments on Term Loan B Facility (3,188 ) — — — (3,188 ) Borrowings on International Debt — — 10,676 — 10,676 Repayments on International Debt — — (15,971 ) — (15,971 ) Share repurchases (351,495 ) — — — (351,495 ) Cash dividends paid (161,316 ) — — — (161,316 ) Payments to amend and refinance credit facilities (12,518 ) — (275 ) — (12,793 ) Taxes paid related to net shares settlement of equity awards (76,569 ) — — — (76,569 ) Excess tax benefit from stock-based compensation 45,286 — — — 45,286 Other 2,672 — (832 ) 856 2,696 Dividends paid to related entities — 90 (157,895 ) 157,805 — Net transactions with related entities (886,593 ) (250,637 ) 135,450 1,001,780 — Net cash from financing activities (426,409 ) (250,547 ) (350,503 ) 1,160,441 132,982 Effect of changes in foreign exchange rates on cash — — (3,875 ) — (3,875 ) Change in cash and cash equivalents (4,562 ) (3,113 ) 86,989 — 79,314 Cash and cash equivalents at beginning of year 10,910 10,796 218,149 — 239,855 Cash and cash equivalents at end of year $ 6,348 $ 7,683 $ 305,138 $ — $ 319,169 Condensed Consolidating Statement of Cash Flows Year Ended January 3, 2015 Parent Guarantor Non-Guarantor Consolidating Consolidated Net cash from operating activities $ 1,012,798 $ 219,645 $ 381,797 $ (1,106,150 ) $ 508,090 Investing activities: Purchases of property, plant and equipment (13,045 ) (8,970 ) (42,296 ) — (64,311 ) Proceeds from sales of assets 83 55 6,982 — 7,120 Acquisition of business, net of cash acquired — — (360,439 ) — (360,439 ) Proceeds from sale of investments — — 64,380 — 64,380 Other — — (5,065 ) — (5,065 ) Net cash from investing activities (12,962 ) (8,915 ) (336,438 ) — (358,315 ) Financing activities: Borrowings on notes payable — — 158,217 — 158,217 Repayments on notes payable — — (138,225 ) — (138,225 ) Borrowings on Accounts Receivable Securitization Facility — — 161,167 — 161,167 Repayments on Accounts Receivable Securitization Facility — — (131,994 ) — (131,994 ) Borrowings on Revolving Loan Facility 3,536,000 — — — 3,536,000 Repayments on Revolving Loan Facility (3,826,500 ) — — — (3,826,500 ) Incurrence of debt under the Euro Term Loan Facility — — 476,566 — 476,566 Repayments of Euro Term Loan Facility — — (2,226 ) — (2,226 ) Repayments of assumed debt related to acquisition of business — — (117,400 ) — (117,400 ) Cash dividends paid (119,607 ) — — — (119,607 ) Payments to amend and refinance credit facilities — — (6,011 ) — (6,011 ) Proceeds from stock options exercised — — — — — Taxes paid related to net shares settlement of equity awards (54,593 ) — — — (54,593 ) Excess tax benefit from stock-based compensation 39,568 — — — 39,568 Other 1,741 — 332 (800 ) 1,273 Dividends paid to related entities — (10,338 ) (10,463 ) 20,801 — Net transactions with related entities (571,230 ) (197,407 ) (317,512 ) 1,086,149 — Net cash from financing activities (994,621 ) (207,745 ) 72,451 1,106,150 (23,765 ) Effect of changes in foreign exchange rates on cash — — (2,018 ) — (2,018 ) Change in cash and cash equivalents 5,215 2,985 115,792 — 123,992 Cash and cash equivalents at beginning of year 5,695 7,811 102,357 — 115,863 Cash and cash equivalents at end of year $ 10,910 $ 10,796 $ 218,149 $ — $ 239,855 Condensed Consolidating Statement of Cash Flows Year Ended December 28, 2013 Parent Guarantor Non-Guarantor Consolidating Consolidated Net cash from operating activities $ 757,127 $ 173,085 $ 301,962 $ (640,893 ) $ 591,281 Investing activities: Purchases of property, plant and equipment (13,493 ) (5,189 ) (24,945 ) — (43,627 ) Proceeds from sales of assets 3,338 33 2,718 — 6,089 Acquisition of business, net of cash acquired — (61,870 ) (497,985 ) — (559,855 ) Net cash from investing activities (10,155 ) (67,026 ) (520,212 ) — (597,393 ) Financing activities: Borrowings on notes payable — — 101,175 — 101,175 Repayments on notes payable — — (91,027 ) — (91,027 ) Borrowings on Accounts Receivable Securitization Facility — — 145,715 — 145,715 Repayments on Accounts Receivable Securitization Facility — — (137,761 ) — (137,761 ) Borrowings on Revolving Loan Facility 4,053,500 — — — 4,053,500 Repayments on Revolving Loan Facility (3,654,000 ) — — — (3,654,000 ) Redemption of debt under 8% Senior Notes (250,000 ) — — — (250,000 ) Cash dividends paid (59,442 ) — — — (59,442 ) Payments to amend and refinance credit facilities (5,405 ) — (225 ) — (5,630 ) Taxes paid related to net shares settlement of equity awards (41,839 ) — — — (41,839 ) Excess tax benefit from stock-based compensation 26,784 — — — 26,784 Other 6,395 — (113 ) — 6,282 Dividends paid to related entities — (6,696 ) (7,049 ) 13,745 — Net transactions with related entities (822,887 ) (93,471 ) 289,210 627,148 — Net cash from financing activities (746,894 ) (100,167 ) 299,925 640,893 93,757 Effect of changes in foreign exchange rates on cash — — (14,578 ) — (14,578 ) Change in cash and cash equivalents 78 5,892 67,097 — 73,067 Cash and cash equivalents at beginning of year 5,617 1,919 35,260 — 42,796 Cash and cash equivalents at end of year $ 5,695 $ 7,811 $ 102,357 $ — $ 115,863 |