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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 40-F/A

|o  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934   
|-- | ---------------------------------------------------------------------------------------
|or
|ý  | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|For Fiscal year ended: September 29, 2002 |  | Commission File number: 01-14830
|----------------------------------------- |  | --------------------------------

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GILDAN ACTIVEWEAR INC.(Exact name of registrant as specified in its charter)

|Québec, Canada(Province or other jurisdiction of incorporation or organization)                                                                                                     |  | 2200, 2250, 2300(Primary standard industrial classification code number, if applicable) |  | Not Applicable(I.R.S. employer identification number, if applicable)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------
|725 Montée de LiesseMontreal, Québec, Canada H4T 1P5(514) 735-2023(Address and telephone number of registrant's principal executive office)                                        
|Puglisi & Associates850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19715(302) 738-6680(Name, address and telephone number of agent for service in the United States)

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Securities registered pursuant to Section 12(b) of the Act:

|Title of each class                                  |  | Name of each exchange on which registered
|---------------------------------------------------- |  | -----------------------------------------
|Class A Subordinate Voting Shares, without par value |  | The New York Stock Exchange              
|                                                     |  | The Toronto Stock Exchange               

Securities registered or to be registered pursuant to Section 12(g) of the Act:

NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None


For annual reports, indicate by check mark the information filed with this form:

ý    Annual Information Form

ý    Audited Annual Financial Statements


Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:Class A Subordinate Voting Shares: 22,826,964

Class B Multiple Voting Shares: 6,094,000


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Indicate by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to the registrant in
connection with such rule.

Yes    o

No    ý


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that the registrant has been required to file such reports); and (2) has been subject to such filing requirements
in the past 90 days.

Yes    ý

No    o


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This amendment to the annual report on Form 40-F for Gildan Activewear Inc. is being filed solely to correct a transmission error that occurred during the
original EDGAR filing on February 14, 2003. No changes have been made to this document.

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|GILDAN ACTIVEWEAR INC.                                      
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|                                                            
|                                                            
|ANNUAL INFORMATION FORMfor the year ended September 29, 2002
|                                                            
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|February 12, 2003                                           

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GILDAN ACTIVEWEAR INC.    TABLE OF CONTENTS TO ANNUAL INFORMATION FORM

|         |                                                           |  | Page
|-------- | --------------------------------------------------------- |  | ----
|ITEM 1  | COVER PAGE                                                |  |     
|ITEM 2  | CORPORATE STRUCTURE                                       |  | 1   
|         | A  NAME AND INCORPORATION                                |  | 1   
|         | B  INTERCORPORATE RELATIONSHIPS                          |  | 1   
|ITEM 3  | GENERAL DEVELOPMENT OF THE BUSINESS                       |  | 2   
|         | A  THREE YEAR HISTORY                                    |  | 2   
|         | B  SIGNIFICANT ACQUISITIONS AND SIGNIFICANT DISPOSITIONS |  | 3   
|         | C  TRENDS                                                |  | 3   
|ITEM 4  | NARRATIVE DESCRIPTION OF THE BUSINESS                     |  | 3   
|         | A  BUSINESS OVERVIEW                                     |  | 3   
|         | B  PROPERTY, PLANTS AND EQUIPMENT                        |  | 11  
|         | C  RISK FACTORS                                          |  | 13  
|         | D  EMPLOYEES                                             |  | 16  
|ITEM 5  | SELECTED CONSOLIDATED FINANCIAL INFORMATION               |  | 16  
|         | A  ANNUAL INFORMATION                                    |  | 16  
|         | B  QUARTERLY INFORMATION                                 |  | 18  
|         | C  DIVIDENDS                                             |  | 18  
|ITEM 6  | MANAGEMENT'S DISCUSSION AND ANALYSIS                      |  | 19  
|ITEM 7  | MARKET FOR SECURITIES                                     |  | 19  
|ITEM 8  | DIRECTORS AND OFFICERS                                    |  | 20  
|         | A  NAME, ADDRESS AND OCCUPATION                          |  | 20  
|         | B  COMPENSATION                                          |  | 25  
|         | C  BOARD PRACTICES                                       |  | 25  
|         | D  SECURITY HOLDINGS                                     |  | 26  
|ITEM 9  | ADDITIONAL INFORMATION                                    |  | 28  
|         | A  MEMORANDUM AND ARTICLES OF ASSOCIATION                |  | 28  
|         | B  RELATED PARTY TRANSACTION                             |  | 32  
|         | C  EXCHANGE CONTROLS                                     |  | 33  
|         | D  TAXATION                                              |  | 34  
|         | E  CONTROLS AND PROCEDURES                               |  | 35  
|         | F  ADDITIONAL INFORMATION                                |  | 36  

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Except as otherwise indicated, the information contained herein is given as of January 31, 2003, and all dollar amounts set forth herein are expressed in
Canadian dollars. In addition, the information contained herein reflects the stock dividend declared on February 7, 2001 and effective on February 22, 2001, which resulted in a 2 for 1
stock split of all Equity Shares (as defined below).

In this annual information form, "Gildan", the "Corporation", or
the words "we", "our" and "us" refer, depending on the
context, either to Gildan Activewear Inc. or to Gildan Activewear Inc. together with its subsidiaries.

The information appearing in the relevant extracts of the documents listed below is incorporated herein by reference:

  2002 Annual Report; and

  2002 Notice of Annual Meeting of Shareholders and Management Proxy Circular.

This Annual Information Form contains certain forward-looking statements, which are based on Gildan's current expectations, estimates,
projections and assumptions and were made by Gildan in light of its experience and its perception of historical trends. All statements that address expectations or projections about the future,
including statements about Gildan's strategy for growth, commodity prices, costs, operating or financial results, are forward-looking statements. Some of the forward-looking statements may be
identified by words like "expects", "anticipates", "plans", "intends", "believes", "projects", "could" and similar expressions. These statements are not guarantees of future performance and involve a
number of risks, uncertainties and assumptions. Gildan's actual results may differ materially from those expressed or implied by its forward-looking statements as a result of known and unknown risks,
uncertainties and other factors.

ITEM 2  CORPORATE STRUCTURE



We were incorporated on May 8, 1984 pursuant to theCanada Business Corporations Actunder the name of
Textiles Gildan Inc. At our inception, we focused our activities on the manufacture of textiles and produced and sold finished fabric as a principal product line. In 1992, we redefined our
operating strategy and, by 1994, our operations focused exclusively on the manufacture and sale of activewear for the wholesale distribution market.

In
March 1995, we changed our name to Gildan Activewear Inc./Les Vêtements de Sports Gildan Inc. In June 1998, in conjunction with our initial
public offering, we filed Articles of Amendment to, among other things, remove the private company restrictions contained in our charter documents and change the structure of our authorized share
capital. In February 2001, we filed Articles of Amendment to amend the attributes of the Class B Multiple Voting Shares. In February 2002, we filed Articles of Amendment to
increase the maximum number of directors from 11 to 15.

Our
principal executive offices are located at 725 Montée de Liesse, Montreal, Québec, Canada H4T 1P5, and our telephone number at that address is
(514) 735-2023.



We have thirteen directly or indirectly wholly-owned operating subsidiaries.



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ITEM 3  GENERAL DEVELOPMENT OF THE BUSINESS



Over the past three fiscal years, we have continued the expansion of our manufacturing capacity and invested in the acquisition of modern, automated equipment for
all aspects or our manufacturing process to maximize production and achieve high efficiency rates, while also continuing to vertically integrate our operations. In this context, we have spent
approximately $179 million in the last three fiscal years on such improvements.

Yarn Spinning

In fiscal 2001, we invested an aggregate amount of $8.6 million in a yarn spinning plant in Long Sault, Ontario which we acquired in June 2001. We
invested an additional $22.1 million in new equipment for this facility in fiscal 2002. In fiscal 2002, we purchased a second yarn spinning plant in Montreal, Québec for an
aggregate cost of $12.8 million. The two Canadian plants are expected to provide 100% of the commodity yarn requirements of the Canadian textile manufacturing facilities by the end of fiscal
2003.

Textile Manufacturing

In fiscal 2001, we began the construction of our world class knitting, bleaching, dyeing, finishing and cutting facility in Rio Nance, Honduras, where we had
invested an aggregate amount of $7.2 million by the end of fiscal 2001. We have invested a further $24 million in fiscal 2002 and anticipate that the overall cost will be approximately
$53 million. The site is strategically located within our Central American regional manufacturing hub. Production began at this new facility during the last quarter of fiscal 2002.

In
fiscal 2000, we spent $18.6 million to expand and modernize our knitting facility in Montreal and to modernize our dyeing and finishing facilities in both Valleyfield,
Québec and Montreal, Québec. In fiscal 2001, we spent $13.2 million to purchase our knitting facility in Montreal, Québec and to modernize same as
well as our dyeing and finishing facilities, mostly in Valleyfield, Québec. See "Item 9  Additional
Information  Related Party Transaction  Purchase of Ville Saint-Laurent Facility".

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Sewing

In fiscal 2000, we invested $7.1 million in new equipment in our three sewing facilities in Honduras and began the construction of our sewing facility in
Castaños, Coahuila in Mexico. In fiscal 2001, we spent an additional $7.5 million in sewing equipment and completed the construction of our sewing facility in
Castaños, which began production in February 2001. In July 2002, we relocated our Choloma, Honduras sewing facility in a new facility also located in Choloma, Honduras.

Distribution

In fiscal 2000 and 2001, we invested approximately $20 million in the construction of our distribution center located in Eden, North Carolina, which opened
in January 2001.



For a discussion of Gildan's significant acquisitions, reference is made to "Item 3  General Development of the
Business  Three Year History".



For an outline of inherent risks and uncertainties associated with our business, reference is made to (i) the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 10 to 16 of our 2002 Annual Report, which is incorporated herein by reference and
(ii) "Item 4  Narrative Description of the Business  Risk Factors" of this annual information form.

ITEM 4  NARRATIVE DESCRIPTION OF THE BUSINESS



We are a rapidly growing, vertically-integrated manufacturer and marketer of premium quality basic activewear for sale principally into the wholesale imprinted
activewear market of the Canadian, United States, European and other international apparel markets. Until fiscal 2000, our sales were exclusively in Canada and in the United States. During the past
three years we established a strong base for future growth in Europe, where, as of January 31, 2003, we have set up a network of 39 distributors in 20 countries. We manufacture and sell premium
quality 100% cotton T-shirts and 50% cotton/50% polyester T-shirts, placket collar sport shirts and premium quality fleece products in a variety of weights, sizes, colors and
styles. We sell our products as "blanks", which are ultimately decorated with designs and logos for sale to consumers.

Over
the past several years, we have significantly increased sales and earnings. From fiscal 1993 through fiscal 2002, our sales grew from $30.9 million to $600.7 million,
representing a compounded annual growth rate of 39.1%.

Our
sales growth was supported by the continuing expansion of our manufacturing capacity. In fiscal 2002, our sales increased to 19.4 million dozens, compared with
16.3 million dozens in the previous year. Moreover, we are expanding our capacity to accommodate annual production of 30 million dozens. All of our new capacity is being added at the low
end of the cost curve, reflecting our commitment to grow using the latest state-of-the-art manufacturing technology. Our mission is to constantly reinforce our
position as the low-cost producer and leading marketer of premium quality basic activewear in all the geographical markets which we serve.

Operating Strategy

We believe that our focus on low-cost manufacturing and our emphasis on premium quality, coupled with our distributor relationships and brand
reputation in the activewear market, are the reasons we have been able to rapidly increase our market presence and establish our market leadership in the imprinted

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sportswear market. We attribute our strong operating performance to our strategy, which is composed of the following principal components:

Emphasis on Premium Quality Products.We offer our products in a wide variety of weights, sizes,
colors and styles. All of our 100% cotton products are made with pre-shrunk cotton fabric, feature topstitched seamless collars and double stitched hems, and are quarter-turned to
eliminate the center crease which would otherwise result from the production process. To ensure the premium quality of our products, we apply stringent quality control procedures at all stages of the
production process, both at our facilities and those of our contractors.

Competitive Pricing and Low-Cost Operations.We believe that our combination of
competitive prices and premium quality products provides superior value to our customers. We are able to price our products competitively because of our success in maintaining low production and
operating costs. We accomplish this by:



Controlled Distribution to the Wholesale Channel.We limit the number and monitor the quality of our
wholesale distributors, which comprise the largest component of our customer base. We minimize any overlap between our official distributors within geographical regions. We believe that this focused
strategy enables us to:



Modern, Vertically-Integrated Operations.We knit, dye, cut and finish our products at our own
facilities. We also produce yarn which we use in the manufacturing of our products. We believe that our modern, vertically-integrated operations, which have been designed and developed to support our
operating strategy, provide us with the flexibility and efficiency to meet our customers' needs. We intend to continue to acquire modern, automated equipment for all aspects of our manufacturing
process to maximize productivity and achieve high efficiency rates. The continuous re-investment in our manufacturing facilities enables us to reduce manufacturing costs and monitor
quality at all stages of the production process, thus enabling us to maximize profit margins. In fiscal 2002, in pursuing this strategy, we purchased a second yarn spinning facility, this one located
in Montreal, Québec for an aggregate cost of $12.8 million. In fiscal 2001, we also began the construction of a world-class knitting, bleaching, dyeing, finishing and cutting
facility in Rio Nance, Honduras and began producing at this new facility during the fourth quarter of fiscal 2002. The site is strategically located within our Central American regional manufacturing
hub, which will allow us to leverage our existing manufacturing infrastructure and also reduce transportation costs.

Experienced Management Team.Our senior executives have significant industry experience. We have
complemented our senior management team by integrating managers who fit with our entrepreneurial culture, while also providing the depth and experience gained in other environments. We believe our
management team is well positioned to take us to the next level of growth and strategic development.

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Growth Strategy

We have a comprehensive long-term strategy to sustain our strong unit and dollar sales growth. The key elements of this strategy are:

Increasing Sales to New and Existing Customers.To increase sales, we plan to maximize our share of
existing market segments by continuing to support the growth plans of our existing customers and pursue additional wholesale distributors, which we believe will generate substantial sales growth
without adversely affecting sales to our existing customers. In addition, we are marketing our products to the largest screenprinters and private label customers which do not purchase our products
through wholesale distributors.

Broadening Product Offering.We also intend to increase our sales to existing customers through the
introduction of complementary product lines and new products, which leverage our existing brand and market position. Over the last year, we introduced the Gildan Activewear Ultra Cotton Long Sleeve
Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric, and increased our offering for children by introducing our lines of toddler t-shirts (in the Gildan Activewear Ultra
Cotton T-shirt 6.1 oz. per sq. yd.) and children's hooded sweatshirts (in the Gildan Activewear Ultra Blend Sweatshirt 8.5 oz. per sq. yd.). In January 2003, we introduced four
fashion sport shirts, the Gildan Activewear Ultra Cotton Fashion Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric featuring fashion collars and cuffs in racing, jacquard, pin stripe
and wide stripe styles. These new products will allow us to expand our reach in the market as well as expand our product line for children. In addition to these new products, we have added colors
throughout our products to better service our existing markets.

Developing New Geographical Markets, in Particular Europe.We are also leveraging our brand
through penetration of new geographical markets. In 2000, we established a strong base in the European market, with an initial network of 30 distributors in 13 countries. As at January 31,
2003, we had 39 distributors in 20 countries.

Expanding Production and Distribution Capacity.To satisfy the increasing demand for our existing
products and to introduce new products, we are expanding our production and distribution facilities through equipment acquisitions and new facility construction. Under our investment plans, in fiscal
2002, we:



Industry Overview

We focus principally on sales of T-shirts, placket collar sport shirts and fleece products in "blank" form, to the wholesale imprinted activewear
market. "Imprinted" activewear is typically imprinted or embroidered with a logo, design or character before it reaches the consumer. Imprinted activewear is either branded or private label. Branded
products reach consumers carrying the manufacturer's label, whereas products sold on a private label basis reach consumers carrying the brand name of the customer.

We
believe that growth in the imprinted activewear market has been driven by several trends such as the following:

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Furthermore,
significant improvements in activewear apparel, ranging from enhanced product characteristics  pre-shrunk 100% cotton
fabrics, improved fabric weight, blends and construction  to increased
product variety  including new sizes, colors and styles  have enhanced consumer appeal. We believe these trends will
continue to generate demand for activewear products for the foreseeable future.

However,
after a period of sustained growth, industry unit sales of activewear declined in 2001 before recovering slightly in 2002. The decline was attributed mainly to a
fall-off in corporate promotional spending due to the downturn in the overall economy. We believe this is a cyclical economic factor and that the market will resume its positive growth
trend when the economy recovers.

The
activewear market is characterized by low fashion risk compared to many other apparel markets. While opportunity exists for product innovations and differentiation, basic garment
styles generally are not driven by trends or fads. The activewear industry is also characterized by significant barriers to entry, including:



Products

Historically, we have manufactured one principal product line which we have used to establish the Gildan brand in the wholesale distribution channel: premium
quality 100% cotton T-shirts in a variety of weights, sizes, colors and styles. We market and sell these products under the Gildan Activewear brand name and have historically classified
them into three categories: midweight, heavyweight and superweight. As part of our growth strategy, we increased our product offerings to include 50% cotton/50% polyester T-shirts, placket
collar sport shirts and sweatshirts. All of our products carry a sub-brand name, for example, Ultraweight Cotton, which has been developed to reinforce our emphasis on premium quality.

T-shirts

In fiscal 2002, T-shirts represented approximately 83.5% of our sales. We produce T-shirts in a variety of weights, sizes, colors and
styles, including short and long-sleeved shirts and pocketed products, mock neck as well as tank tops. Our primary T-shirt offerings are the Gildan Activewear Heavyweight
Cotton T-shirt (5.4 oz. per sq. yd.), the Gildan Activewear Ultra Blend T-shirt (5.6 oz. per sq. yd.) and the Gildan Activewear Ultra Cotton
T-shirt (6.1 oz. per sq. yd.). Each of these T-shirt lines incorporates styles with enhanced features such
as quarter-turned creaseless fronts, shoulder to shoulder tape reinforcement, double stitching, tubular seamless neck and body, and 38 stitches per inch.

Fleece Products

In fiscal 2002, our fleece products, consisting of sweatshirts, hooded sweatshirts, and sweatpants represented approximately 8.7% of our sales. Our fleece
products are produced in a variety of weights, sizes, colors and styles. Our primary sweatshirt offering consists of the Gildan Activewear Ultra Cotton Sweatshirt (9.0 oz. per sq. yd.).
In fiscal 2002, we withdrew the Gildan Activewear Heavyweight Cotton Sweatshirt

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(7.0 oz. per sq. yd.) and replaced it with the Gildan Activewear Ultra Blend Sweatshirt (8.5 oz. per sq. yd.) which is a 50% cotton/50% polyester sweatshirt, to complete
our product offering in this category.

Placket Collar Sport Shirts

In fiscal 2002, placket collar sport shirts represented approximately 7.8% of our sales. We produce placket collar sport shirts in a variety of weights, sizes,
colors and styles, with or without a pocket. Our placket collar sport shirts include the Gildan Activewear Ultra Cotton Sport Shirt (6.1 oz. per sq. yd.) in jersey fabric, the 50%
cotton/50% polyester Gildan Activewear Ultra Blend Sport Shirt (5.6 oz. per sq. yd.) in blended jersey fabric, the 50% cotton/50% polyester Gildan Activewear Ultra Blend Sport Shirt
(6.5 oz. per sq. yd.) in piqué fabric, and the Gildan Activewear Ultra Cotton Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric. In
January 2003, together with the introduction of our Gildan Activewear Ultra Cotton Long Sleeve Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric, we introduced four
fashion sport shirts, the Gildan Activewear Ultra Cotton Fashion Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric featuring fashion collars and cuffs in racing, jacquard,
pin stripe and wide stripe styles.

Marketing and Sales

We market our products directly to our customers through our sales force. We do not maintain regional sales offices; instead, our sales personnel work from home
offices. Our small sales force is trained to manage relationships with a limited number of regional wholesale distributors allowing us to incur lower selling expenses than many of our major
competitors. Sales management is divided into two divisions: Canada and international, which is comprised principally of the United States and Europe.

Our
marketing strategy concentrates primarily on the wholesale distribution channel catering to screenprinters, embroiderers and advertising specialty distributors. We promote ourselves
through appearances at tradeshows and trade magazine advertising. We also engage in various forms of co-operative advertising with our major customers, including print advertising,
catalogues and mailings. We believe that we have been innovative in maximizing the impact of our marketing to create a strong awareness of our products in the markets we serve.

Customers

In fiscal 2002, we sold our products in Canada and internationally, which accounted for 10.5% and 89.5% of total sales, respectively. For a breakdown of the
Corporation's total sales by geographic market for each of the last three financial years, reference is made to Note 13 to the Consolidated Financial Statements of the Corporation
included in our 2002 Annual Report, which is incorporated herein by reference. We currently sell our products to approximately 180 customers. Our customer mix is highly diverse. In fiscal 2002, our
top two customers accounted for 25.5% of total sales, with the balance of our top ten customers accounting for approximately 33.5% of total sales.

Approximately
87% of total sales in fiscal 2002 were made through our wholesale distributors. Although we have long-term ongoing relationships with our distributor network,
we do not have formal contractual agreements with them whereby they must purchase a minimum quantity of our products. Instead, we meet with these customers at the beginning of each fiscal year to
ascertain their projected requirements and then plan our production and marketing strategy accordingly. Our wholesale distributor customers then send purchase orders to us during the course of the
fiscal year. Customer projections have historically been reliable indicators of actual orders, and our experience with this practice has been favorable.

Raw Materials

Cotton fiber is the principal raw material we use in the manufacture of our products. Cotton is used in the manufacture of cotton yarn. On January 1, 2001,
we entered into a fixed-price supply agreement with a major U.S. yarn manufacturer to purchase cotton yarn spun in the United States. This agreement expires on September 30, 2005.
In June 2001, we purchased a yarn spinning facility in Long Sault, Ontario and we purchased a second yarn spinning facility in Montreal, Québec in June 2002. The two
Canadian plants are

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expected to provide 100% of the commodity yarn requirements of the Canadian textile manufacturing facilities by the end of fiscal 2003.

We
also purchase chemicals, dyestuffs and trims. Chemicals and dyestuffs are purchased from two of our major suppliers, while trims are purchased from a variety of suppliers. These raw
materials have historically been available in adequate supply.

Quality Control

Our quality control team has adopted strict standards and procedures to ensure the quality of our products. This team enforces plant-specific quality control
standards at the facilities we own and monitors quality control at the facilities run by offshore contractors. As a result of our quality control team's efforts, we have not experienced any
significant quality claims from our customers or end-users.

Management Information Systems

We have invested in information technology as a tool to:



Our
production software processes customer orders and monitors the products ordered during all stages of production, from spinning to sewing and during packaging and distribution. We
believe that our information technology has been effective in meeting our needs. In the first quarter of fiscal 2003, we introduced a business to business e-commerce application with
customers, including a full vendor-managed inventory module. By the end of fiscal 2002, we had completed the implementation of the sales management and distribution modules of our new Enterprise
Resource Planning (ERP) system in all locations where we operate. In addition, the cutting and sewing processes have been integrated into the manufacturing module. These new systems will enhance our
information technology capabilities which, in turn, will support our planned growth.

Seasonality

The activewear business is seasonal. Our percentage sales breakdown by quarter for fiscal 2002 was as follows: 14.7% for the first quarter, 26.1% for the second
quarter, 32.6% for the third quarter and 26.6% for the fourth quarter. This trend is consistent with prior years taking into consideration the economic downturn in the end of fiscal 2001. We meet with
our customers at the beginning of each fiscal year to ascertain their projected requirements and then plan our production and marketing strategy accordingly. Based on these discussions, we produce and
store finished goods inventory in order to meet the expected demand for delivery in the second half of the fiscal year. However, if after producing and storing inventory in anticipation of third and
fourth quarter deliveries, demand is significantly less than expected, a risk inherent in our business is that we may be required to hold inventory for an extended period of time at our expense, or
sell the excess inventory at reduced prices, thereby reducing profits. In fiscal 2001, there was an unanticipated downturn demand, resulting in lower than planned sales and higher than planned
inventories.

Competition

The wholesale imprinted activewear segment of the North American apparel market includes a number of significant competitors, and the activewear segment overall
is extremely competitive. Our primary competitors are the major U.S.-based manufacturers of basic branded activewear for the wholesale and retail channels. These manufacturers include the Hanes and
Outer Banks divisions of Sara Lee Corporation, the Jerzees division of Russell Corporation, Fruit of the Loom, Inc., and Anvil Knitwear, Inc.

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We
compete primarily on the basis of quality and price. We produce only premium quality products. We are able to price our products competitively because of our success in maintaining
low production and operating costs. We accomplish this by:



Furthermore,
we have been innovative in product development, incorporating premium quality features without compromising our comparative price advantage. Our ability to remain
competitive in the areas of quality, price, marketing, product development, manufacturing, distribution and order processing will, in large part, determine our future success. Changes in the
regulatory environment affecting the textile and apparel industries may also affect the competitive pressures facing us. See " Trade Regulatory Environment".

Trade Regulatory Environment

The textile and apparel industries in both Canada and the United States have historically received a relatively higher degree of international trade
protection than some other industries. However, this protection is diminishing as a result of the implementation of trade agreements reached in the last ten years. So far, we have been able to adapt
to this changing international regulatory climate. In order to maintain our competitiveness in the future, we must continue to adapt to future changes in trade protection, including
changes reflected in existing trade agreements and changes that may be decided unilaterally by the governments of the countries and regions in which we and our competitors operate.

World Trade Organization

In 1995, the World Trade Organization Agreement on Textiles and Clothing came into effect, requiring importing countries, including Canada and the
United States, to eliminate quotas on imports of textiles and apparel from exporting countries by 2005.

The
Agreement on Textiles and Clothing established a new set of criteria to be applied by World Trade Organization, or WTO, member nations against other WTO members during the
ten-year phase-in period. This regime permits the temporary imposition of additional quotas on textile and apparel exports in the event such exports are causing or threatening
to cause serious damage to the industry in the importing nation. China and Taiwan became members of the WTO on January 1, 2002. This could have a material adverse effect on us as a result of
increased competition with products from countries with low labor costs. See "Item 4  Narrative Description of the
Business  Risk Factors  Quotas".

The
WTO also obtained commitments from all WTO members to reduce tariffs over a ten-year period. The United States is committed to tariff reductions in the textile and
apparel sector but, compared to other industries, these reductions are very small, and textiles and apparel remain one of the most highly tariff-protected U.S. industries. Because our cutting
operations are performed in the United States, we are able to take advantage of the duty deduction on finished garments imported into the United States under sub-heading
9802.00.80 of the Harmonized Tariff Schedules of the United States for the value of the fabric cut in the United States and sewn outside the United States. The dutiable portion of
the garment is assessed with duty at the most favored nation rates bound in accordance with WTO obligations, except for goods sewn in Canada or Mexico, which are subject to The North American Free
Trade Agreement, or NAFTA rates, as discussed below. When such garments are then sent to Canada from the United States, they must pay the full most favored nation rate of duty, which is
currently 20.5%, but are eligible for duty drawback on the duty paid into the United States on Caribbean imports.

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NAFTA

NAFTA was implemented on January 1, 1994. This agreement established a free trade area among Canada, the United States and Mexico. Canada and the
United States had previously implemented a bilateral free trade agreement which was incorporated into NAFTA. None of the benefits of NAFTA apply to our goods sewn outside of the three NAFTA
countries and exported to the United States for distribution.

All
NAFTA-originating merchandise was removed from quota upon implementation on January 1, 1994. NAFTA-originating knitted merchandise generally requires goods to be made in a
NAFTA country from the
fiber stage forward. In other words, the fiber must originate from a NAFTA country, the yarn must be spun or extruded in a NAFTA country, the fabric must be woven or knitted in a NAFTA country, and
the apparel must be cut and assembled in a NAFTA country to be considered NAFTA-qualifying. Certain exceptions and additional criteria for qualification to these requirements are set forth in NAFTA.
Because we knit our fabric in Canada from Canadian and American yarn, our garments sewn in either Canada or Mexico are NAFTA-qualifying and quota free. Our garments sewn in facilities located
offshore, other than Mexico, do not qualify for any of the benefits of NAFTA, including preferential tariff treatment.

NAFTA
provides for the eventual unrestrained trade in all non-NAFTA originating textiles and clothing among the three nations by 2004. Only goods from Mexico were previously
under quota into the United States, and there were no quotas on textile and apparel goods traded between Canada and the United States. Some non-NAFTA originating textile and
apparel goods from Mexico exported to the United States were immediately removed from quota. Other items are subject to integration in three stages, January 1, 1994, January 1,
2001 and January 1, 2004.

NAFTA
sets forth a schedule to provide duty-free trade for textile and apparel goods originating in Canada, the United States or Mexico. The tariffs for
NAFTA-originating textiles and apparel traded between Canada and the United States were eliminated effective January 1, 1998, pursuant to the tariff phase-out schedule
carried over into NAFTA from the previous Canada  United States Free Trade Agreement. Thus, our Canadian-sewn goods imported into the
United States were duty free as of January 1, 1998.

Non-NAFTA
originating apparel goods cut or sewn in the NAFTA territory from non-NAFTA originating yarn or fabric are entitled to receive NAFTA duty rates up to
"tariff preference levels". A tariff preference level is a quota which allows non-NAFTA originating goods to receive the same duty treatment as qualifying goods until that quota is
reached.

10

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There is no provision in NAFTA for the removal of these limits although certain U.S. interests are seeking to re-negotiate certain of the tariff preference levels.

Other Trade Agreements

NAFTA may be expanded in the future to include other countries. Both Canada and Mexico have implemented bilateral free trade agreements with Chile. The United
States has recently announced its intention to conclude a bilateral agreement with Chile. As well, the United States has announced its intention to enter into additional bilateral trade agreements. In
2000, the United States expanded the benefits of NAFTA to the Caribbean Basin Initiative countries, or CBI countries, by enacting the Trade and Development Act of 2000. The Trade and Development Act
of 2000 is designed to put Central America and Caribbean basin countries on equal footing with Mexico, with respect to international trade. The Trade and Development Act of 2000 eliminates
U.S. duty on goods knit, dyed and sewn in these countries provided that fabric is wholly-formed/dyed in the United States and made from American yarn. The Trade and Development Act of 2000 also
extended certain benefits to certain countries in Sub-Saharan Africa.

In
order to leverage the changes caused by the enactment of the Trade and Development Act of 2000, we have implemented a manufacturing and distribution plan which we expect will permit
us to supply the majority of our geographical markets on a duty-free basis by the end of fiscal 2003.

As
well, the Free Trade Agreement of the Americas is moving forward. If this agreement is signed, it would open a free trade area among the 34 nations of the Western Hemisphere.

Intellectual Property

We own several registered trademarks including, among others, "Gildan" in Canada and the United States, the Gildan "logo" in Canada, and "Gildan Activewear" in
Canada, the United States and many countries in Europe, Central America, South America and Asia and in Australia. Applications for the registration of a number of other trademarks, including "Gildan
Activewear", are pending in several countries. We have and intend to continue to maintain our trademarks and the relevant registrations, and will actively pursue the registration of trademarks in
Canada, the United States and abroad.

Environmental Regulation

All of our operations are subject to various environmental and occupational health and safety laws and regulations. Because we monitor environmental issues, we
believe that we are in compliance in all material respects with the regulatory requirements of those jurisdictions in which our facilities are located. We will continue to make expenditures to comply
with these requirements, and we do not believe that compliance will have a material adverse effect on our business. As is the case with manufacturers in general, if a release of hazardous substances
occurs on or from our properties or any associated offsite disposal locations, or if contamination from prior activities is discovered at any of our properties, we may be held liable. While the amount
of such liability could be material, we endeavor to conduct our operations in a manner that reduces such risks.



Textile Operations

Yarn.In June 2001, we purchased a yarn spinning facility in Long Sault, Ontario and we purchased a second yarn
spinning facility in Montreal, Québec in June 2002. The two Canadian plants are expected to provide 100% of the commodity yarn requirements of the Canadian textile manufacturing
facilities by the end of fiscal 2003.

Knitting.We currently conduct knitting operations at our knitting facility in Montreal, Québec. We operate
circular and flat knitting machines at this facility, producing jersey, piqué, fleece and ribbing in body-sized fabrics in tubular form using cotton and cotton/polyester
yarns. During fiscal 2002, we commenced knitting operations in our new integrated facility in Rio Nance, Honduras, which will also

11

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benefit from the duty relief provisions established under new U.S. trade liberalization legislation. See "Item 4 Narrative Description of the Business Business Overview Other Trade
Agreements".

Dyeing and Finishing.Knitted fabric produced at our facility in Montreal, Québec is batched for bleaching and
dyeing and is taken to our dyeing and finishing facilities in Valleyfield, Québec and Montreal, Québec where we are benefiting from recent investments made in those
facilities which have resulted in a substantial improvement in productivity, without affecting the quality of fabrics and a significant reduction in the percentage of redyes, yield losses and claims
with respect to off-shade, unevenness and roping flaws in the
fabric. These capital improvements have also been directed to modernize production planning and control. During fiscal 2002, we also started to bleach, dye and finish our fabric knitted in our
facility in Rio Nance, Honduras.

Cutting.All of the fabric produced at the Montreal and Valleyfield plants is shipped to our automated cutting facility now
located in Bombay, New York. During fiscal 2002, we began cutting our fabrics produced in Honduras in our integrated Rio Nance facility, thereby leveraging our existing manufacturing
infrastructure and also reducing transportation costs.

Sewing Operations

Sewing.We conduct our sewing operations primarily through our three facilities in Honduras and two facilities in Mexico. In
addition to these five facilities which we operate together with a sewing facility in Montreal, Québec, we use the sewing services of contractors. These facilities provide us with
substantially all of market sewing assembly requirements. In February 2001, we relocated one of our Mexican leased facilities into a new 71,000 square-foot purpose-built,
state-of-the-art facility located in the City of Castaños Coahuila. In July 2002, we relocated our Choloma, Honduras sewing facility in a
modern 48,000 square foot facility also located in Choloma.

We
have invested significant managerial resources in ensuring that the working conditions at our offshore sewing facilities meet or exceed the standards imposed by Canadian occupational
health and safety laws. In September 2002, we obtained WRAP (Worldwide Responsible Apparel Production) certification for all of our sewing plants in Honduras. To ensure that these employment
standards are appropriate, we have worked with the Canadian International Development Agency, a Canadian federal governmental agency, to secure the services of professionals who specialize in
social/gender analysis and environmental audits with respect to developing nations. We also contractually obligate any outside contractor to follow prescribed employment policies.

Distribution Operations

We distribute our products in the United States out of a 300,000-square foot purpose-built, low-cost distribution center in Eden, North
Carolina. This facility maintains our distribution operations close to our customer base and has three times the capacity of our former warehouse in Miami, Florida. Our Canadian customers are serviced
from a 60,000-square foot distribution center located in Montreal, Québec. Customers in Europe are serviced from a distribution center operated by a third party in Ghent,
Belgium.

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Properties

The following table sets forth the location, use and approximate size of each of our principal properties, and indicates whether it is owned or leased, and if
leased, when the lease expires.

|Location                   |  | Use                                              |  | Approximate Area in Square Feet |  | Owned or Leased |  | Lease
Expiration(1)
|-------------------------- |  | ------------------------------------------------ |  | ------------------------------- |  | --------------- |  | -------------------
|Montreal, Québec           |  | Executive offices                                |  | 25,000                          |  | Owned           |  | n/a                
|                           |  | Knitting facility                                |  | 95,000                          |  | Owned           |  | n/a                
|St. Michaels, Barbados     |  | Executive offices                                |  | 20,000                          |  | Owned           |  | n/a                
|Valleyfield, Québec        |  | Dyeing and finishing facility                    |  | 63,000                          |  | Owned           |  | n/a                
|Montreal, Québec           |  | Dyeing and finishing facility                    |  | 88,000                          |  | Owned           |  | n/a                
|Bombay, New York           |  | Cutting facility                                 |  | 82,500                          |  | Leased          |  | 2006               
|Montreal, Québec           |  | Sewing facility                                  |  | 30,000                          |  | Leased          |  | 2003               
|Rio Nance, Honduras        |  | Knitting, dyeing, finishing and cutting facility |  | 280,000                         |  | Owned           |  | n/a                
|San Pedro Sula, Honduras   |  | Sewing facility                                  |  | 43,000                          |  | Leased          |  | 2012               
|El Progreso, Honduras      |  | Sewing facility                                  |  | 73,000                          |  | Leased          |  | 2013               
|Choloma, Honduras          |  | Sewing facility                                  |  | 48,000                          |  | Leased          |  | 2007               
|Castaños, Mexico           |  | Sewing facility                                  |  | 71,000                          |  | Owned           |  | n/a                
|Santa Buenaventura, Mexico |  | Sewing facility                                  |  | 14,200                          |  | Leased          |  | 2004               
|Montreal, Québec           |  | Distribution facility                            |  | 60,000                          |  | Owned           |  | n/a                
|Eden, North Carolina       |  | Distribution facility                            |  | 300,000                         |  | Owned           |  | n/a                
|Eden, North Carolina       |  | Distribution facility                            |  | 139,000                         |  | Leased          |  | 2005               
|Montreal, Québec           |  | Yarn Spinning facility                           |  | 180,000                         |  | Owned           |  | n/a                
|Long Sault, Ontario        |  | Yarn Spinning facility                           |  | 220,000                         |  | Owned           |  | n/a                

---

We believe that all of these facilities, whether owned or leased, are well maintained and in good operating condition. We expect to accommodate
our anticipated sales growth primarily through the planned ramp-up of our new knitting, dyeing, finishing and cutting facility in Honduras during fiscal 2003.

Our
revolving term credit facility and senior notes are secured by a first ranking moveable hypothec and security interest on most of our assets located at a majority of our facilities.
The lenders under the term credit facility and the noteholders, among others, are party to an intercreditor agreement which provides that the lenders and the noteholders shall in all respects be pari passufirst and senior liens in respect of our assets.



Our Industry is Competitive

The wholesale imprinted activewear segment of the North American apparel market includes a number of significant competitors. Our primary competitors are the
major U.S.-based manufacturers of basic branded activewear for the wholesale and retail channels. These manufacturers include the Hanes and Outer Banks divisions of Sara Lee Corporation, the Jerzees
division of Russell Corporation, Fruit of the Loom, Inc. and Anvil Knitwear, Inc.

Our
ability to remain competitive in the areas of quality, price, marketing, product development, manufacturing, distribution and order processing will, in large part, determine our
future success. We cannot assure you that we will continue to compete successfully.

Our Industry is Subject to Pricing Pressures

Prices in our industry have been declining over the past several years primarily as a result of passing cost reductions through into lower selling prices. Such
cost reductions include the trend to move sewing

13

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operations offshore and the introduction of new manufacturing technologies. Products sewn offshore cost less to make primarily because labor costs are lower.

In
the future, our financial performance may be negatively affected by these pricing pressures:



The Effect of Changing International Trade Regulation on our Business is Uncertain

The textile and apparel industries in both Canada and the United States have historically received a relatively higher degree of international trade protection
than some other industries. However, this protection is diminishing as a result of the implementation of trade agreements reached in the last ten years. Conversely, protectionist international trade
legislation may be introduced which might adversely affect Gildan's operations. The ultimate effect of the changes in quotas, duties and tariffs on our business is uncertain.

Quotas

In 1995, the Agreement on Textiles and Clothing came into effect, requiring importing countries, including Canada, the United States and Western Europe, to
eliminate quotas on imports of textiles and apparel from exporting countries by 2005. This could result in increased competition from developing countries which historically have lower labor costs.
This agreement only applies to countries that are members of the WTO. China and Taiwan became members of the WTO on January 1, 2002. Increased competition from countries with lower labor costs,
such as China and Taiwan, could adversely affect our business. Pursuant to this agreement, none of our products is currently subject to quotas into the United States.

Our Structure Provides us with Low Income Tax Rates

Our structure results in our income generated from our international sales being subject to relatively low income tax rates. The structure is supported by
legislation under current domestic laws as well as through the application of income tax treaties between various countries in which we operate. We conduct annual transfer pricing studies to
substantiate the transactions between the Corporation and the various subsidiaries of our Corporation. Any unanticipated changes to either the current domestic laws in the countries in which we
operate, or any changes in the income tax treaties which we currently rely on, may potentially impact our effective tax rate.

We Rely on a Relatively Small Number of Significant Customers

We sell our products to approximately 180 customers. In fiscal 2002, our three largest customers, Broder Brothers Co., Inc., Alpha Shirt
Holdings, Inc., and The Stardust Corporation, Inc., accounted for 14.8%, 10.7% and 5.6% of sales, respectively, and our top ten customers accounted for 59.0% of total sales. If any of
our significant customers substantially reduces its purchases or ceases to buy from us and we cannot replace that business with sales to other customers on similar terms, our business would be
materially adversely affected.

We
do not have formal contracts with our wholesale distributor customers whereby they must purchase a minimum quantity of our products. Although we have maintained long-term
relationships with many of our wholesale distributor customers, we cannot assure you that historic levels of business from any of our customers will continue or increase in the future.

We are Subject to Risks of Fluctuations in the Supply and Price of Cotton and Cotton Yarn

Cotton fiber, cotton yarn and polyester yarn are the principal raw materials we use in the manufacture of our products. The price of cotton has fluctuated
substantially over the past several years due to price volatility in the cotton industry. We generally enter into future contracts to cover the price of our anticipated

14

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cotton requirements for each fiscal year. Because we enter into these agreements for our cotton requirements, we may not be able to benefit from price decreases which might occur during the given
fiscal year. Additionally, in the event we have not provided for sufficient future contracts, we are not protected against price increases.

Currency and Exchange Rate Fluctuations may Adversely Affect our Operations

We operate as an international business and our financial results are exposed to the effects of changes in financial markets and economic conditions. The
functional and reporting currency is the Canadian dollar. A large proportion of our revenues and expenses are denominated in non-Canadian currencies and consequently we are subject to the
effect of movements in relevant Canadian dollar exchange rates.

We
enter into forward contracts as we deem appropriate to hedge some or all of our anticipated net currency exposures. Gains and losses resulting from designated hedge contracts are
recognized in income in the same period that the hedged exposure is recognized.

Our Caribbean Basin Operations are Subject to Political, Social and Economic Risk

In fiscal 2002, approximately 97% of our products were sewn in Mexico, Central America and the Caribbean Basin. Some of the countries where we sew our products
have experienced political, social and economic instability in the past several years. We cannot predict the future political, social or economic stability of these countries or the impact on our
business of changes, if any, in the political, social or economic conditions in these countries.

Our Industry is Subject to Fluctuations in Sales Demand

Demand for our products may vary from year to year. Based on discussions with our customers at the beginning of each fiscal year, we produce and store finished
goods inventory to meet the expected demand for delivery in each fiscal year. If, after producing and storing inventory in anticipation of deliveries, demand is significantly less than expected, we
may have to hold inventory for extended periods of time, or sell excess inventory at reduced prices. In either case, our profits would be reduced. Excess inventory could also result in slower
production, lower plant and equipment utilization and lower fixed operating cost absorption, all of which would have a negative impact on our business. See
"Item 4  Narrative Description of the Business  Business
Overview  Seasonality".

Our Operations are Subject to Environmental Regulation

We are subject to various environmental and occupational health and safety laws and regulations in our operations in Canada, the United States and offshore.
Future events, such as:



may
give rise to compliance costs that could have a material adverse effect on our business. See "Item 4  Narrative Description of the
Business  Business Overview  Environmental Regulation".

We are Controlled by the Founders of the Corporation

H. Gregory Chamandy, our Chairman and Chief Executive Officer, Glenn J. Chamandy, our President and Chief Operating Officer, and Edwin B. Tisch, our Executive
Vice President, Manufacturing, or the Principal Shareholders, own all of our outstanding Class B Multiple Voting Shares. Because the Class B Multiple Voting Shares have eight votes per
share, as of the date of this annual information form, the Principal Shareholders own approximately 68% of the voting rights. See "Item 8  Directors
and Officers 

15

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Security Holdings". Accordingly, the Principal Shareholders are able to elect all of the directors, other than the two directors elected solely by the Class A Subordinate Voting Shares voting
as a separate class. Our board of directors currently includes 3 related directors out of 8 directors.



At December 31, 2002, we employed approximately 8,450 full-time employees, including approximately 1,300 in Canada, approximately 1,900 in
Mexico, approximately 4,900 in Honduras, approximately 300 in the United States, 48 in Barbados and 2 in Europe. Of these employees, approximately 700 Canadian employees are covered by collective
bargaining agreements. Approximately 200 employees at the Valleyfield dyeing and finishing facility are covered by a collective bargaining agreement that expires on October 31, 2003.
Approximately 200 employees at the Montreal dyeing and finishing facility are covered by a collective bargaining agreement that expired on December 31, 2002. We are currently negotiating the
renewal of that collective bargaining agreement. Approximately 175 employees in our Long Sault, Ontario yarn mill are covered by a collective bargaining agreement which expires on September 30,
2006. Approximately 100 employees in our newly acquired Montreal yarn mill are covered by a collective bargaining agreement which expires on October 31, 2007. Our employees in the Montreal
sewing facility which were previously covered by a collective bargaining agreement, became non-unionized following the cancellation of certification of their union in July 2002. We
consider our relations with our employees to be very good and, as of the date hereof, we have not experienced any work stoppages that have had a material impact on our operations.

ITEM 5  SELECTED CONSOLIDATED FINANCIAL INFORMATION



The Corporation reports its financial results in Canadian dollars. Certain financial data relating to the Corporation are stated in U.S. dollars solely for
convenience and are stated as a matter of arithmetical computation only, based on exchange rates specifically noted with respect thereto. Such amounts should not be construed as representations that
the Canadian dollar amounts actually represent such U.S. dollars amounts or could be converted into U.S. dollars at such rates. These rates differ from some of the rates used
in the preparation of the Corporation's financial statements included in this annual information form and, therefore, U.S. dollar amounts used herein may differ from corresponding actual
U.S. dollar amounts that were translated into Canadian dollars in the preparation of such financial statements.

The
following table sets forth a summary of certain of our historical consolidated and other financial and operating information for the dates and for the periods indicated. We prepare
our consolidated financial statements in accordance with Canadian GAAP, which differs in certain respects from U.S. GAAP. For a discussion of the principal differences between Canadian GAAP and
U.S. GAAP as they pertain to us, reference is made to Note 16 to the Consolidated Financial Statements included in our 2002 Annual Report, which is incorporated by reference in
this annual information form. The information presented below should be read in conjunction with our consolidated financial statements and related notes incorporated by

16

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reference in this annual information form and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our 2002 Annual Report.

|                                              |  | Fiscal Year
Ended
Oct. 4, 1998
Cdn$ |         | Fiscal Year
Ended
Oct. 3, 1999
Cdn$ |   | Fiscal Year
Ended
Oct. 1, 2000
Cdn$ |   | Fiscal Year
Ended
Sept. 30, 2001
Cdn$ |         | Fiscal Year
Ended
Sept. 29, 2002
US$(1) |   | Fiscal Year
Ended
Sept. 29, 2002
Cdn$ |  
|--------------------------------------------- |  | ----------------------------------- | ------- | ----------------------------------- | - | ----------------------------------- | - | ------------------------------------- | ------- | --------------------------------------- | - | ------------------------------------- | -
|
|Statement of earnings data                    |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|(Canadian GAAP):                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Sales                                         |  | $                                   | 215,076 |                                     | $ | 334,150                             |   | $                                     | 459,208 |                                         | $ | 504,867                               |  
|Cost of sales                                 |  |                                     | 164,629 |                                     |   | 248,016                             |   |                                       | 328,191 |                                         |   | 398,566                               |  
|                                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Gross profit                                  |  |                                     | 50,447  |                                     |   | 86,134                              |   |                                       | 131,017 |                                         |   | 106,301                               |  
|Selling, general and administrative           |  |                                     | 20,665  |                                     |   | 37,328                              |   |                                       | 48,309  |                                         |   | 76,075                                |  
|Depreciation and amortization                 |  |                                     | 4,063   |                                     |   | 6,843                               |   |                                       | 9,380   |                                         |   | 16,209                                |  
|                                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Operating income                              |  |                                     | 25,719  |                                     |   | 41,963                              |   |                                       | 73,328  |                                         |   | 14,017                                |  
|Interest expense                              |  |                                     | 5,032   |                                     |   | 9,906                               |   |                                       | 10,233  |                                         |   | 13,628                                |  
|Loss on settlement of debt                    |  |                                     | 819     |                                     |   | 597                                 |   |                                       | 2,345   |                                         |   |                                      |  
|                                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Earnings before income taxes                  |  |                                     | 19,868  |                                     |   | 31,460                              |   |                                       | 60,750  |                                         |   | 389                                   |  
|Income taxes (recovery)                       |  |                                     | 6,700   |                                     |   | 7,262                               |   |                                       | 6,145   |                                         |   | (427                                  | )
|                                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Net earnings                                  |  | $                                   | 13,168  |                                     | $ | 24,198                              |   | $                                     | 54,605  |                                         | $ | 816                                   |  
|                                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Net earnings per share (basic)(4)             |  | $                                   | 0.82    |                                     | $ | 1.05                                |   | $                                     | 1.97    |                                         | $ | 0.03                                  |  
|Number of shares (weighted avg.) (basic)(4)   |  |                                     | 15,997  |                                     |   | 23,143                              |   |                                       | 27,762  |                                         |   | 28,146                                |  
|Diluted earnings per share(4)                 |  | $                                   | 0.82    |                                     | $ | 1.01                                |   | $                                     | 1.88    |                                         | $ | 0.03                                  |  
|Number of shares (weighted avg.) (diluted)(4) |  |                                     | 16,023  |                                     |   | 23,851                              |   |                                       | 29,026  |                                         |   | 29,226                                |  
|Other data (Canadian GAAP):                   |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Gross profit margin                           |  |                                     | 23.5%   |                                     |   | 25.8%                               |   |                                       | 28.5    |                                         |   | 21.1%                                 |  
|Operating income margin                       |  |                                     | 11.9%   |                                     |   | 12.6%                               |   |                                       | 16.0%   |                                         |   | 2.8%                                  |  
|Capital expenditures                          |  | $                                   | 24,551  |                                     | $ | 33,753                              |   | $                                     | 48,917  |                                         | $ | 55,909                                |  
|EBITDA(2)                                     |  | $                                   | 29,782  |                                     | $ | 48,806                              |   | $                                     | 82,708  |                                         | $ | 30,226                                |  
|Selected operating data (unaudited):          |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Dozens of T-shirts sold                       |  |                                     | 5,721   |                                     |   | 9,498                               |   |                                       | 13,184  |                                         |   | 15,412                                |  
|Dozens of sweatshirts sold                    |  |                                     | 195     |                                     |   | 226                                 |   |                                       | 351     |                                         |   | 349                                   |  
|Dozens of sport shirts sold                   |  |                                     |        |                                     |   | 276                                 |   |                                       | 465     |                                         |   | 528                                   |  
|                                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Total dozens sold                             |  |                                     | 5,916   |                                     |   | 10,000                              |   |                                       | 14,000  |                                         |   | 16,289                                |  
|                                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Balance sheet data                            |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|(Canadian GAAP):                              |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Working capital                               |  | $                                   | 32,764  |                                     | $ | 141,238                             |   | $                                     | 203,264 |                                         | $ | 208,130                               |  
|Total assets                                  |  |                                     | 165,678 |                                     |   | 286,608                             |   |                                       | 394,307 |                                         |   | 476,651                               |  
|Total debt(3)                                 |  |                                     | 112,348 |                                     |   | 145,953                             |   |                                       | 197,257 |                                         |   | 277,798                               |  
|Share capital                                 |  |                                     | 34,458  |                                     |   | 97,584                              |   |                                       | 99,375  |                                         |   | 100,362                               |  
|Shareholders' equity                          |  | $                                   | 53,330  |                                     | $ | 140,655                             |   | $                                     | 197,050 |                                         | $ | 198,853                               |  
|Financial statement data                      |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|(U.S. GAAP):                                  |  |                                     |         |                                     |   |                                     |   |                                       |         |                                         |   |                                       |  
|Net earnings                                  |  | $                                   | 11,538  |                                     | $ | 24,628                              |   | $                                     | 53,673  |                                         | $ | 3,178                                 |  
|Net earnings per share (basic)(4)             |  |                                     | 1.32    |                                     |   | 1.07                                |   |                                       | 1.94    |                                         |   | 0.11                                  |  
|Net earnings per share (diluted)(4)           |  |                                     | 1.31    |                                     |   | 1.04                                |   |                                       | 1.85    |                                         |   | 0.11                                  |  
|Total assets                                  |  |                                     | 164,788 |                                     |   | 286,179                             |   |                                       | 392,657 |                                         |   | 476,801                               |  
|Total debt(3)                                 |  |                                     | 112,317 |                                     |   | 145,953                             |   |                                       | 196,967 |                                         |   | 276,947                               |  
|Shareholders' equity                          |  |                                     | 52,471  |                                     |   | 140,226                             |   |                                       | 195,689 |                                         |   | 199,854                               |  
|Cash flows from operations                    |  |                                     | (17,545 | )                                   |   | (45,858                             | ) |                                       | 39,061  |                                         |   | (11,650                               | )
|Cash flows from investing                     |  |                                     | (23,213 | )                                   |   | (29,294                             | ) |                                       | (48,300 | )                                       |   | (49,976                               | )
|Cash flows from financing activities          |  | $                                   | 42,077  |                                     | $ | 74,780                              |   | $                                     | 42,483  |                                         | $ | 28,290                                |  

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Financial Data

|                                 |  | 2001-2002
|-------------------------------- |  | ---------
|
|
|
|Sales                            |  | $        
|Net earnings                     |  | $        
|Net earnings per share (basic)   |  | $        
|Net earnings per share (diluted) |  | $        

|                                 |  | 2000-2001
|-------------------------------- |  | ---------
|
|Sales                            |  | $        
|Net earnings                     |  | $        
|Net earnings per share (basic)   |  | $        
|Net earnings per share (diluted) |  | $        

Exchange Rate Data

The following tables reflect the high and low rates of exchange for one U.S. dollar expressed in Canadian dollars in effect during the five most recent
fiscal years as well as for each month during the previous six months, the rates of exchange at the end of each of the five most recent fiscal years and the average of the exchange rates on the last
day of each month during such fiscal years, based on the average noon buying rate in New York City for cable transfers payable in Canadian dollars as certified for customs purposes by the
Federal Reserve Bank of New York (which was 1.5286 on January 31, 2003).

|           |  | Fiscal Year
|---------- |  | -----------
|
|High       |  | 1.5770     
|Low        |  | 1.3718     
|Period End |  | 1.5505     
|Average    |  | 1.4522     

|     |  | Last Six Months
|---- |  | ---------------
|
|High |  | 1.5963         
|Low  |  | 1.5563         



We do not currently pay dividends because we retain all of our earnings to develop and expand our business. In addition, some of our credit facilities and debt
instruments require compliance with lending covenants in order to pay dividends. Our future dividend policy will depend on our earnings, capital requirements, financial condition, bank facilities and
other factors our Board of Directors considers relevant. The Board of Directors periodically reviews the Corporation's policy towards paying dividends.

18

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ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS

Reference is made to (i) the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 10
to 16 of our 2002 Annual Report, which is incorporated herein by reference.

ITEM 7  MARKET FOR SECURITIES

The Class A Subordinate Voting Shares are listed on the New York Stock Exchange (the "NYSE") and the
Toronto Stock Exchange (the "TSX"), under the symbol "GIL" on the NYSE and "GIL.A" on the TSX. The Class A Subordinate Voting
Shares, which were issued at an offering price of $5.145 (US$3.50), began trading on the TSX, the Montreal Exchange (the "ME") and the American Stock
Exchange ("AMEX") on June 17, 1998. Prior to that date, there was no public market for the Class A Subordinate Voting Shares. On
September 1, 1999, the Class A Subordinate Voting Shares commenced trading on the NYSE. We delisted such shares from the AMEX on August 31, 1999. As a result of a restructuring of
Canada's stock exchanges which took effect on December 7, 1999, we are no longer listed on the ME.

The
table below shows the high and low daily closing prices and the trading volumes of the Class A Subordinate Voting Shares for the periods indicated on the ME and the TSX (in
Cdn$) and on the AMEX (in US$) since their initial listing in June 1998, and on the NYSE since their listing on September 1, 1999.

|           |           | TSX |       | ME    |   | AMEX(1) |       | NYSE(2)  
|---------- | --------- | --- | ----- | ----- | - | ------- | ----- | ---------
|
|1998:Q4(3) |           | $   | 6.25  |       | $ | 5.03    |       | 74,000   
|1999:      |           |     | 18.00 |       |   | 5.03    |       | 1,503,200
|2000:Q1    |           |     | 17.48 |       |   | 10.75   |       | 1,220,500
|2000:Q2    |           |     | 26.00 |       |   | 12.75   |       | 1,527,900
|2000:Q3    |           |     | 28.75 |       |   | 21.90   |       | 1,509,000
|2000:Q4    |           |     | 33.25 |       |   | 24.25   |       | 883,400  
|2001:Q1    |           |     | 30.75 |       |   | 22.25   |       | 1,033,700
|2001:Q2    |           |     | 35.90 |       |   | 27.25   |       | 2,339,800
|2001:Q3    |           |     | 28.43 |       |   | 20.25   |       | 5,815,300
|2001:Q4    |           |     | 22.40 |       |   | 16.25   |       | 2,532,700
|2002:Q1    |           |     | 22.75 |       |   | 16.51   |       | 2,843,300
|2002:Q2    |           |     | 27.75 |       |   | 22.20   |       | 3,328,544
|2002:Q3    |           |     | 37.60 |       |   | 26.76   |       | 4,247,854
|2002:Q4    |           |     | 35.58 |       |   | 26.49   |       | 3,144,830
|2003:Q1    |           |     | 37.79 |       |   | 30.00   |       | 3,282,122
|2002:      |           |     |       |       |   |         |       |          
|           | August    |     |       | 35.40 |   |         | 29.55 |          
|           | September |     |       | 35.58 |   |         | 32.65 |          
|           | October   |     |       | 34.75 |   |         | 30.00 |          
|           | November  |     |       | 34.89 |   |         | 30.82 |          
|           | December  |     |       | 37.79 |   |         | 34.35 |          
|2003:      |           |     |       |       |   |         |       |          
|           | January   |     |       | 40.25 |   |         | 36.15 |          

---

19

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ITEM 8  DIRECTORS AND OFFICERS



Listed below is certain information about the current directors of Gildan. The directors have served in their respective capacities since their election and/or
appointment and will continue to serve until the next annual meeting of shareholders or until a successor is duly elected.

|Name and Municipality of Residence                                 |  | Age |  | Principal Occupation                                                                                        |  | Director Since
|------------------------------------------------------------------ |  | --- |  | ----------------------------------------------------------------------------------------------------------- |  | --------------
|Robert M. Baylis(1)(2)
Darien, Connecticut, United States          |  | 64  |  | Corporate Director                                                                                          |  | 1999          
|Glenn J. Chamandy
Montreal, Québec, Canada                         |  | 41  |  | President and Chief Operating Officer of the Corporation                                                    |  | 1984          
|H. Gregory Chamandy
Montreal, Québec, Canada                       |  | 44  |  | Chairman of the Board and Chief Executive Officer of the Corporation                                        |  | 1984          
|William H. Houston, III(1)(2)(3)
Memphis, Tennessee,
United States |  | 68  |  | President, World Trade Link (an international business consulting firm)                                     |  | 1997          
|Daniel Laporte(1)(2)(3)
Montreal, Québec, Canada                   |  | 56  |  | Senior Vice-President, Technology Investments, Solidarity Fund QFL (a venture capital fund)                 |  | 1996          
|Gerald H.B. Ross
Montreal, Québec, Canada                          |  | 58  |  | Dean, Faculty of Management, McGill University                                                              |  | 2003          
|Richard P. Strubel(1)(2)(3)
Chicago, Illinois, United States       |  | 63  |  | President, Chief Operating Officer and Director, UNext (a provider of advanced education over the Internet) |  | 1999          
|Edwin B. Tisch
Montreal, Québec, Canada                            |  | 64  |  | Executive Vice-President, Manufacturing of the Corporation                                                  |  | 1996          

---

The Principal Shareholders and Solidarity Fund QFL (the "Fund") are currently parties to
contractual arrangements relating to the election of directors. Pursuant to such arrangements, for as long as the Fund holds at least 5% (but less than 15%) of the number of Equity Shares issued and
outstanding, the Principal Shareholders will vote their Class B Multiple Voting Shares on any resolution relating to the election of directors to be put before the holders of the Equity Shares
voting together as a single class, in favor of the election of one person to the Board of Directors of the Corporation as shall have been designated by the Fund as its representative.
Mr. Daniel Laporte is the person currently designated by the Fund as its representative in accordance with the foregoing arrangements.

Listed
below is certain information about the current officers and senior managers of Gildan.

|Name and Municipality of Residence                 |  | Age |  | Position held within the Corporation                          
|-------------------------------------------------- |  | --- |  | --------------------------------------------------------------
|H. Gregory Chamandy(1)(2)
Montreal, Québec, Canada |  | 44  |  | Chairman of the Board and Chief Executive Officer and Director
|Glenn J. Chamandy(1)(2)
Montreal, Québec, Canada   |  | 41  |  | President and Chief Operating Officer and Director            
|Edwin B. Tisch(1)(2)
Montreal, Québec, Canada      |  | 64  |  | Executive Vice-President, Manufacturing and Director          

20

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|Laurence G. Sellyn(1)(2)
Hudson Heights, Québec, Canada  |  | 53 |  | Executive Vice-President, Finance and Chief Financial Officer           
|-------------------------------------------------------- |  | -- |  | ------------------------------------------------------------------------
|David G. Cherry(1)(2)
Montreal, Québec, Canada           |  | 46 |  | Executive Vice-President, Planning and Information Technology           
|Michael R. Hoffman(1)
St. James, Barbados                |  | 40 |  | President, Gildan Activewear SRL                                        
|Georges Sam Yu Sum(1)(2)
Montreal, Québec, Canada        |  | 45 |  | Executive Vice-President, Operations                                    
|Mackie I. Vadacchino(1)(2)
Montreal, Québec, Canada      |  | 48 |  | Executive Vice-President, Corporate Affairs                             
|François Arbique(2)
Montreal, Québec, Canada             |  | 45 |  | Vice-President, Information Technology                                  
|Garry Bell(2)
St. Lazare, Québec, Canada                 |  | 38 |  | Vice-President, Marketing and General Manager, Canadian Apparel Division
|Ghyslain Bouchard(2)
St-Basile-le-Grand, Québec, Canada  |  | 54 |  | Vice-President, Spinning and Knitting Operations                        
|Kevin W. Daugherty(2)
Montreal, Québec, Canada           |  | 39 |  | Vice-President, Planning and Logistics                                  
|David A. Esones(2)
St. Lazare, Québec, Canada            |  | 59 |  | Vice-President, Corporate Security and Facility Management              
|Eduardo A. Facusse
San Pedro Sula, Honduras              |  | 32 |  | President, Gildan Activewear Honduras                                   
|Alonso Flores-Noble
San Pedro Sula, Honduras             |  | 48 |  | Vice-President, Finance, Gildan Activewear Honduras                     
|Christian Langlois(2)
St-Basile-le-Grand, Québec, Canada |  | 39 |  | Vice-President, Corporate Engineering and R&D                           
|Gilles Léger
St. James, Barbados                         |  | 46 |  | Vice-President, Finance and Administration
Gildan Activewear SRL        
|John A. Martin
St. Peter, Barbados                       |  | 46 |  | Vice-President, Sales and Marketing
Gildan Activewear SRL               
|Benito Masi(2)
Laval, Québec, Canada                     |  | 47 |  | Vice-President, Apparel Manufacturing                                   
|Bill H. Newman
St. Michael, Barbados                     |  | 47 |  | Vice-President, Operations
Gildan Activewear SRL                        
|François D. Ramsay(2)
Longueuil, Québec, Canada          |  | 38 |  | Vice-President, General Counsel and Corporate Secretary                 
|Normand Sabourin(2)
Montreal, Québec, Canada             |  | 42 |  | Vice-President, Corporate Treasurer                                     
|Graham F. Sutherland(2)
Montreal, Québec, Canada         |  | 48 |  | Vice-President, Internal Audit                                          
|Jose Maria Tainta Villanueva
Coahuila, Mexico            |  | 38 |  | Director of Apparel
Gildan Activewear Mexico                            
|Gregg Thomassin(2)
Pincourt, Québec, Canada              |  | 43 |  | Vice-President, Corporate Controller                                    

21

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|Gaétane Wagner(2)
Brossard, Québec, Canada |  | 44 |  | Vice-President, Human Resources
|------------------------------------------ |  | -- |  | -------------------------------

---

H. Gregory Chamandyis a founder of Gildan and has served as Chairman of the Board and Chief
Executive Officer since December 1994, prior to which he served in various executive capacities with Gildan. Mr. Chamandy has been involved in various Chamandy family textile and apparel
businesses for over twenty years.

Glenn J. Chamandyis a founder of Gildan and has served as President and Chief Operating Officer since December 1994, prior to
which he served in various executive capacities with Gildan. Mr. Chamandy has been involved in various Chamandy family textile and apparel businesses for over twenty years.

Robert M. Baylisserves as a director of several large corporations, including the New York Life Insurance Company (insurance and
annuities), Host Marriott Corporation (hotel investor), Covance Inc. (contract drug research organization), and PartnerRe Ltd. (reinsurance). Mr. Baylis is also an overseer of the
University of Pennsylvania Museum, a director of The International Forum, an executive education program at the Wharton School and a member of the Advisory Council of the Economics Department of
Princeton University. Mr. Baylis retired from CS First Boston as Vice Chairman in 1996, after thirty-three years with this investment banking firm or associated corporations.

William H. Houston, IIIis president of World Trade Link, an international business consulting firm he founded in 1988. Mr. Houston
served as U.S. Ambassador/Chief Textile Negotiator for the United States Trade Representative during 1987 and 1988 and is a past president of the Cotton Foundation and the Delta Council.

Daniel Laportehas been with the Solidarity Fund QFL since February 1994 where he currently serves as Senior
Vice-President, Technology Investments. The Fund is one of the largest venture capital funds in Canada. Prior to joining the Fund, Mr. Laporte was a Vice-President with
the venture capital arm of The Royal Bank of Canada, RBC Capital.

Gerald H.B. Rossjoined the Faculty of Management of McGill University as Dean in August 2000. Prior to joining McGill University,
Dr. Ross was senior partner of Change Lab International, a consulting organization he founded in 1988 specialized in the development of techniques to assist organizations in building new
visions and managing change to create competitive advantage in the marketplace. Since 1998, Dr. Ross is also Chairman and Chief Executive Officer of Astute Inc., an organization that
develops advanced context-based learning methodologies for business. During his consulting career, Dr. Ross has worked with some of the world's premier corporations such as 3M, Xerox, IBM,
DuPont, AT&T, Coca-Cola, Reuters and Kodak. Dr. Ross' recent academic appointments include serving as a faculty member on the Wharton International Forum Executive Program on Cross
Cultural Issues in Global Management. He also works with the University of Michigan's Executive Program and has delivered programs on Managing Change to the banking industry in Saudi Arabia.

Richard P. Strubelis President, Chief Operating Officer and Director of UNext, a provider of advanced education over the Internet since
1999. Mr. Strubel also acts as a trustee of the institutional and retail mutual funds managed by Goldman, Sachs & Co. and the Northern Trust Company. He was Managing Director of
Tandem Partners, Inc., a privately held management services firm from 1990 to 1999. He was President and Chief Executive Officer of Microdot, Inc. from 1984 to 1994. Mr. Strubel
was President of Northwest Industries, which included Fruit of the Loom and BVD among its operating entities, from 1982 to 1983.

Edwin B. Tischhas served as Executive Vice-President, Manufacturing of the Corporation since April 1998 and was
Vice-President, Manufacturing from 1987 to 1998. Mr. Tisch has over thirty years of international experience in the textile and apparel industry.

22

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Laurence G. Sellynhas served as Executive Vice-President, Finance and Chief Financial Officer of the Corporation since
April 1999. He is a Chartered Accountant being a Fellow of the Institute of Chartered Accountants of England and Wales. Prior to joining Gildan, Mr. Sellyn served as Senior
Vice-President, Finance and Corporate Development and Chief Financial Officer of Wajax Limited, an industrial distribution company, where he was employed from October 1992 to
March 1999. Prior to joining Wajax, he was employed by Domtar Inc., where he held various positions, including Corporate Controller and Vice-President, Business Planning and
Development.

David G. Cherryhas been Executive Vice-President, Planning and Information Technology since October 2002. From
February 2001 to October 2002, he was Executive Vice-President, Distribution and Logistics of the Corporation. From February 1999 to February 2001, he served as
President of Gildan Activewear SRL and from July 1998 to February 1999, he served as Vice-President, Logistics of the Corporation. Prior to joining Gildan, he was employed by
Fruit of the Loom for over twenty years, where his last position was Vice-President of Distribution and Logistics.

Michael R. Hoffmanjoined Gildan in November 1997. He served as Vice-President, Sales and Marketing for the
international division until his appointment as President of Gildan Activewear SRL in February 2001. Prior to joining Gildan, Mr. Hoffman was employed by Fruit of the Loom, where he last
served as Divisional Vice-President of the Activewear Division.

Georges Sam Yu Sumhas been Executive Vice-President, Operations of the Corporation since 2000. From 1998 to 2000, he served
as Vice-President, Operations of the Corporation and from 1995 to 1998, he served as Director of Operations of the Corporation. Prior to joining Gildan in 1995, Mr. Sam Yu Sum spent
sixteen years with Dominion Textiles where he served in various managerial capacities, from manufacturing to sales.

Mackie I. Vadacchinohas been Executive Vice-President, Corporate Affairs of Gildan since September 2001. From 1997 to
2001, Mrs. Vadacchino was President and Chief Executive Officer of Murray Axmith Inc., Canada's largest career management consulting firm. Prior to that, Mrs. Vadacchino held both
senior line and staff positions in a number of industries including retailing and telecommunications.

François Arbiquejoined Gildan as Vice-President, Information Technology in October 2002. Prior to
joining Gildan, Mr. Arbique was Senior Vice-President, Information Technology and Supply Chain of Sonepar Distribution, an electrical material distributor from January 2000
to September 2002. Prior to January 2000, Mr. Arbique was Director, Information Systems at Domtar Forest Products, a division of Domtar Inc.

Garry Bellhas been with Gildan since 1996 and he joined as Sales Manager. He became Vice-President, Sales and Marketing in
December 1998. In October 2002, he was appointed General Manager, Canadian Apparel Division while maintaining his responsibility as Vice-President, Marketing. Mr. Bell
worked for the Hanes
Canada division of Sara Lee Corporation for the four years prior to joining Gildan in the capacity of Eastern Canada Account Executive.

Ghyslain Bouchardjoined Gildan in August 2001 as Vice-President, Spinning and Knitting Operations. Prior to joining
Gildan, Mr. Bouchard was a professor of textile manufacturing at the CEGEP of St. Hyacinthe, and a consultant in textile manufacturing.

Kevin W. Daughertyhas been with Gildan since October 1998 when he joined Gildan Activewear SRL as Director of Operations. He was
appointed Vice-President, Operations in October 1999 and again as Vice-President, Planning and Logistics of the Corporation in 2001. Prior to joining Gildan,
Mr. Daugherty worked at Fruit of the Loom for ten years in operations, planning, distribution and cost accounting.

David A. Esonesjoined Gildan in March 2001 and currently serves as Vice-President, Corporate Security and Facility
Management. Mr. Esones has served in senior management positions directing loss prevention programs for large multi-site national corporations. Prior to joining Gildan, he served as
Director of Loss Prevention at AutoNation USA, Inc. since January 1996.

23

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Eduardo A. Facussejoined Gildan in April 2001 as Director of Operations for Honduras. Prior to joining Gildan, he worked as
General Manager of Costuras Manufacturing Group since 1993. Mr. Facusse has been involved in the textile and apparel business in Honduras for over 10 years.

Alonso Flores-Noblejoined Gildan Activewear Honduras as Vice-President, Finance in November 2000. Between
April 1998 and May 2000, he was Director of Finance and Administration of Franslux S.A. Prior to April 1998, he was Director of Finance and Administration of Eurocopter de
Mexico S.A., a subsidiary of the French and German consortium Eurocopter, a leading manufacturer of helicopters.

Christian Langloisjoined the Corporation in February 2000. In February 2001, he was appointed to the position of
Vice-President, Corporate Engineering and R & D. Between July 1997 and February 2000, he was working as a consultant and was involved in engineering and textile
management. Prior to July 1997, he was Director of Operations for LaGran Canada, a manufacturer of warp knit goods.

Gilles Légerhas been with Gildan since February 2001. He joined as Director, Internal Audit and was appointed
Vice-President, Finance and Administration of Gildan Activewear SRL in February 2002. Prior to joining Gildan, Mr. Léger was from 1998 to 2001,
Vice-President Finance of Expro Inc., a private company that produces chemical products. From 1994 to 1998, Mr. Léger was Corporate Controller of
Wajax Inc., a Canadian public company that manufactures and distributes heavy equipment.

John A. Martinjoined the Corporation as Vice-President, Sales and Marketing of Gildan Activewear SRL in March 2001.
Prior to joining Gildan, Mr. Martin held several positions with Fruit of the Loom, where he last served as Senior Vice-President Activewear Sales. Mr. Martin joined Gildan in
March 2001 following Fruit of the Loom's filing of Chapter 11 proceedings with the U.S. Bankruptcy Court in December 1999.

Benito Masihas been involved in apparel manufacturing in North America for the past 25 years. He joined Gildan in 1986, where he
held various positions until February 2001, when he was appointed Vice-President, Apparel Manufacturing.

Bill H. Newmanjoined Gildan in March 2001 as Vice-President, Operations of Gildan Activewear SRL. Prior to joining
Gildan, Mr. Newman was Vice-President of Operations at Outer Banks Shirts, a division of Sara Lee Corporation, from 1996 to 1999.

François D. Ramsayjoined the Corporation as Vice-President, General Counsel and Corporate Secretary in
October 2001. Mr. Ramsay is a lawyer and a member of the Québec Bar Association. Between 1994 and 2000, Mr. Ramsay held different positions at Le Groupe
Vidéotron Ltée, a communications company where he last served as Vice-President, Legal Affairs and Secretary.

Normand Sabourinjoined the Corporation in March 2002 as Vice-President, Corporate Treasurer. Prior to joining Gildan,
Mr. Sabourin was Corporate Treasurer of C-Mac Industries Inc., a manufacturer of high-tech equipment, between June 1998 and March 2002. Prior to
June 1998, Mr. Sabourin was Treasurer Manager of Bombardier Inc., a manufacturer of transportation equipment.

Graham F. Sutherlandbecame Vice-President, Internal Audit in February 2002. Prior to that, he served as
Vice-President, Finance and Administration of Gildan Activewear SRL since December 1998. Prior to that, he served as Controller at Gildan since August 1996.
Mr. Sutherland is a Chartered Accountant.

Jose Maria Tainta Villanuevajoined Gildan in September 2000 and became Director of Apparel, Gildan Activewear Mexico in
November 2002. Prior to joining Gildan, Mr. Tainta Villanueva was Operations Manager and Chief Accountant for Banco Central Hispanoamericano since 1992.

Gregg Thomassinwas appointed to Vice-President, Corporate Controller of the Corporation in August 2000. Prior to that,
he served as Corporate Controller of the Corporation since February 1999. He is a Chartered Accountant. Prior to joining Gildan, Mr. Thomassin served as Vice-President,
Finance and Administration at Innovak D.I.Y. Products Inc., a manufacturer and distributor of hand tools, from September 1996 to January 1999.

Gaétane Wagnerhas served as Vice-President, Human Resources of the Corporation since August 2002. Prior
to joining Gildan, she was Corporate Human Resources Director of The Hockey Company between

24

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2000 until July 2002, and Director, Human Resources and Organizational Development for Kraft Canada from 1996 to 2000.

H.
Gregory Chamandy and Glenn J. Chamandy are brothers.



The aggregate amount of compensation paid to Gildan's directors, officers and senior management as a group for the financial year ended September 29, 2002
was approximately $11 million. This amount excludes remuneration resulting from the grant of options under our Stock Option Plan.

For
additional information on the compensation of directors and officers, please refer to the sections entitled "Compensation of Directors" and "Executive Compensation", including the
Report on Executive Compensation by the Compensation and Human Resources Committee, on pages 6 through 11 of our 2002 Notice of Annual Meeting of Shareholders and Management Proxy
Circular, which is incorporated herein by reference.

For
information concerning options granted under our Stock Option Plan during the financial year ended September 29, 2002 to officers and directors as compensation, reference is
made to the caption entitled "Compensation of Directors" and to the sections entitled "Stock Option Plan", "Options Granted During the Financial Year" and "Aggregated Option Exercises During the Most
Recently Completed Financial Year and Financial Year-End Option Values" appearing under the caption "Executive Compensation" on pages 6 and 7 of our 2002 Notice of Annual
Meeting of Shareholders and Management Proxy Circular, which is incorporated herein by reference.

During
fiscal 2000, the Board of Directors of the Corporation approved the creation of employee share purchase plans (including U.S. provisions and Canadian provisions) which
allow eligible employees to authorize payroll deductions of up to 10% of their salary to purchase, from treasury, Class A Subordinate Voting Shares of the Corporation at a price equal to 90% of
the then current stock price as defined in the plans. Employees purchasing shares under the plans must hold the shares for a minimum of one year. The Corporation has reserved an aggregate of 700,000
Class A Subordinate Voting Shares for issuance under the plans. 8,096 Class A Subordinate Voting Shares of the Corporation were issued under the plans during fiscal 2002.

As
at December 31, 2002, there were outstanding 1,393,833 options to purchase Class A Subordinate Voting Shares granted under the Stock Option Plan to
non-employee directors, officers and other key employees, at exercise prices ranging from $5.145 to $36.50 per share. The expiration dates of all such options have been established in
accordance with the terms of the Stock Option Plan and range between June 15, 2008 and December 4, 2012.

In
December 2001, the Corporation implemented a defined contribution retirement plan, or the Defined Contribution Plan, for the Canadian senior management group of the
Corporation. Under the Defined Contribution Plan, employees are entitled to make voluntary contributions to a Registered Retirement Savings Plan, or RRSP in an amount equal to up to 5% of their base
salary, subject to a $6,750 limitation per year. The Corporation matches the amount of the contribution by the employee, and deposits such amount in a Deferred Profit Sharing Plan, or DPSP.
Furthermore, in the event where the employee contributes $6,750 in the RRSP, and that such contribution represents less than 5% of his base salary, the Corporation accounts for a supplementary
contribution for the benefit of such employee equal to 5% of the base salary of the employee, minus contributions made by the Corporation to the DPSP, in a Supplementary Executive Retirement Plan, or
SERP.



For information concerning the terms and conditions of contracts entered into by the Corporation with certain of its senior executives, reference is made to the
section entitled "Employment Agreements and Change of Control Agreements" appearing under the caption "Executive Compensation" on pages 8 and 9 of our 2002 Notice of Annual Meeting of
Shareholders and Management Proxy Circular, which is incorporated herein by reference.

25

---

For
details relating to the Corporation's Audit, Corporate Governance, Compensation and Human Resources committees, including a summary of the terms of reference under which each
committee operates, reference is made to the caption entitled "Statement of Corporate Governance Practices" on pages 15 to 20 of our 2002 Notice of Annual Meeting of Shareholders and
Management Proxy Circular, which is incorporated herein by reference.



As of September 29, 2002, there were 22,826,964 Class A Subordinate Voting Shares and 6,094,000 Class B Multiple Voting Shares (together, the
"Equity Shares") outstanding, such classes of shares being the only classes of our voting securities.

The
Class A Subordinate Voting Shares are restricted shares under Canadian securities legislation, in view of the fact that their voting rights are inferior to the voting rights
of the Class B Multiple Voting Shares. Holders of Class B Multiple Voting Shares and Class A Subordinate Voting Shares generally vote together as a single class with respect to
all matters submitted to a vote of shareholders. Generally, each Class B Multiple Voting Share entitles the holder thereof to eight votes, whereas each Class A Subordinate Voting Share
entitles the holder thereof to one vote, on a ballot. With respect to shareholder approval of certain
transactions and certain amendments to the Certificate of Incorporation, as amended, and the By-Laws of the Corporation, each Class A Subordinate Voting Share and each
Class B Multiple Voting Share entitles its holder to one vote. The holders of Class A Subordinate Voting Shares, voting as a separate class, are entitled to elect two of the
Corporation's directors (the "Class A Directors"). The Class B Multiple Voting Shares are convertible at any time into Class A
Subordinate Voting Shares on a share-for-share basis at the option of the holder and are required to be so converted under certain circumstances, including in the case of
certain transfers of Class B Multiple Voting Shares. In all other respects, the Equity Shares have the same rights.

While,
under applicable law, an offer to purchase Class B Multiple Voting Shares would not necessarily result in an offer to purchase Class A Subordinate Voting Shares, H.
Gregory Chamandy, Glenn J. Chamandy and Edwin B. Tisch (respectively Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer and Executive Vice-President,
Manufacturing of the Corporation), as the holders of 100% of the outstanding Class B Multiple Voting Shares, the Corporation and Computershare Trust Company of Canada have entered into a trust
agreement as of February 8, 2001 (the "Trust Agreement") for the benefit of the holders of Class A Subordinate Voting Shares, under which
the holders of the Class B Multiple Voting Shares have agreed, among other things, not to sell their Class B Multiple Voting Shares in certain circumstances unless an offer on at least
equivalent terms is made to the holders of Class A Subordinate Voting Shares. This Trust Agreement, which replaces the initial trust agreement entered into by Harco Holdings Ltd.
("Harco") on June 16, 1998, and amended on December 1, 2000, was entered into following our 2001 annual and special meeting of
shareholders approving amendments to the Trust Agreement.

The
Principal Shareholders and the Fund are currently parties to contractual arrangements (the "Agreement") with respect to the election
of directors. Pursuant to the Agreement, for so long as the Fund holds at least 5% of the outstanding Equity Shares, it will abstain from voting its Class A Subordinate Voting Shares in the
election of the Class A Directors. With respect to the election of directors other than the Class A Directors, the Fund will vote its Class A Subordinate Voting Shares in
accordance with the Principal Shareholders' written instructions. The Agreement also provides that so long as the Fund holds at least 5% (but less than 15%) of the number of issued and outstanding
Equity Shares, the Principal Shareholders shall vote their Class B Multiple Voting Shares on any resolution relating to the election of directors to be put before the holders of the Equity
Shares voting together as a single class, in favor of the election of one person to the Board of Directors of the Corporation as shall have been designated by the Fund as its representative. Both
parties' obligations under the Agreement shall terminate upon the Fund ceasing to hold at least 5% of the number of outstanding Equity Shares and with respect to any of the Fund's Class A
Subordinate Voting Shares transferred to a third party.

26

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In
addition, the Principal Shareholders have agreed that they shall not make a transfer of any Class B Multiple Voting Shares to a third party (other than a transfer pursuant to a
takeover bid or a permitted transfer) unless the Fund shall be entitled to transfer such number of its Class A Subordinate Voting Shares as corresponds to the number of Class B Multiple
Voting Shares held by the Principal Shareholders which is the object of the transfer, the whole on the same terms and conditions as the Principal Shareholders.

To
our knowledge, as of December 31, 2002, the only persons who beneficially owned or exercised control or direction over Equity Shares carrying more than 5% of the voting rights
attached to each class of Equity
Shares, and the total amount of Equity Shares beneficially owned by the directors and officers of Gildan, as a group, were as follows:

|Name of beneficial owner                          |  | Number of Class A Subordinate Voting Shares owned |  | Percentage of Voting Rights attached to all Class A Subordinate Voting Shares |  | Number of Class B Multiple Voting Shares owned |     |  | Percentage of Voting Rights attached to all Class B Multiple Voting Shares |  | Percentage of Voting Rights attached to all Class A Subordinate and Class B Multiple Voting Shares
|------------------------------------------------- |  | ------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ---------------------------------------------- | --- |  | -------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------
|H. Gregory Chamandy(1)                            |  | 38,638                                            |  | 0.17%                                                                         |  | 2,749,200                                      | (2) |  | 45.11%                                                                     |  | 30.7%                                                                                             
|Glenn J. Chamandy(1)                              |  | 25,350                                            |  | 0.11%                                                                         |  | 2,749,200                                      | (3) |  | 45.11%                                                                     |  | 30.7%                                                                                             
|Edwin B. Tisch(1)                                 |  | 8,200                                             |  |                                                                              |  | 595,000                                        | (4) |  | 9.78%                                                                      |  | 6.6%                                                                                              
|Franklin Resources, Inc.(5)                       |  | 2,926,960                                         |  | 12.75%                                                                        |  |                                               |     |  |                                                                           |  | 4.1%                                                                                              
|FMR Corp.(6)                                      |  | 2,645,960                                         |  | 11.52%                                                                        |  |                                               |     |  |                                                                           |  | 3.7%                                                                                              
|Solidarity Fund QFL                               |  | 2,558,712                                         |  | 10.17%                                                                        |  |                                               |     |  |                                                                           |  | 3.6%                                                                                              
|Taunus Corp.(7)                                   |  | 2,334,509                                         |  | 10.17%                                                                        |  |                                               |     |  |                                                                           |  | 3.3%                                                                                              
|Caisse de dépôt et placement du Québec(8)         |  | 1,280,388                                         |  | 5.58%                                                                         |  |                                               |     |  |                                                                           |  | 1.8%                                                                                              
|Officers and directors as a group (28 persons)(9) |  | 43,554                                            |  | 0.19%                                                                         |  |                                               |     |  |                                                                           |  | %                                                                                                

---

As of December 31, 2002, 19 holders of record in the United States held an aggregate of 13,041,988 Class A Subordinate Voting
Shares, representing approximately 56.8% of the total number of issued and outstanding Class A Subordinate Voting Shares.

For
details relating to the number and percentage of equity shares held by the directors of Gildan, on an individual basis, reference is made to the table appearing under the caption
entitled "Election of Directors" on page 4 of our 2002 Notice of Annual Meeting of Shareholders and Management Proxy Circular, which is incorporated herein by reference.

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ITEM 9  ADDITIONAL INFORMATION



Our authorized share capital currently consists of an unlimited number of First Preferred Shares, issuable in series, an unlimited number of Second Preferred
Shares, issuable in series (collectively, the "Preferred Shares"), an unlimited number of Class A Subordinate Voting Shares and an unlimited
number of Class B Multiple Voting Shares, all of which are without par value. As of the date of this annual information form, only Class A Subordinate Voting Shares and Class B
Multiple Voting Shares are issued and outstanding. The following is a summary of the material terms of our authorized share capital as set forth in the Articles of the Corporation. This summary is
qualified in its entirety by reference to, and is subject to, the detailed provisions of the Articles, as amended, and the Trust Agreement.

First Preferred Shares

Issuance in Series

The First Preferred Shares are issuable in series and the Board of Directors has the right, from time to time, to fix the number of, and to determine the
designation, rights, privileges, restrictions and conditions attaching to, the First Preferred Shares of each series subject to the limitations, if any, set out in the Articles of the Corporation.

Rank

The First Preferred Shares rank senior to the Second Preferred Shares and the Equity Shares with respect to the payment of dividends, return of capital and the
distribution of assets in the event of the liquidation, dissolution or winding-up of Gildan. The First Preferred Shares in each series rank equally with the First Preferred Shares of any
other series.

Voting Rights

Unless the Articles otherwise provide with respect to any series of the First Preferred Shares, the holders of the First Preferred Shares are not entitled to
receive any notice of or attend any meeting of the shareholders of Gildan and are not entitled to vote at any such meeting.

Second Preferred Shares

Issuance in Series

The Second Preferred Shares are issuable in series and the Board of Directors has the right, from time to time, to fix the number of, and to determine the
designation, rights, privileges, restrictions and conditions attaching to, the Second Preferred Shares of each series subject to the limitations, if any, set out in the Articles of the Corporation.

Rank

The Second Preferred Shares are subject and subordinate to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares. The Second
Preferred Shares rank senior to the Equity Shares with respect to payment of dividends, return of capital and distribution of assets in the event of the liquidation, dissolution or
winding-up of Gildan. The Second Preferred Shares in each series rank equally with the Second Preferred Shares of any other series.

Voting Rights

Unless the Articles otherwise provide with respect to any series of the Second Preferred Shares, the holders of the Second Preferred Shares are not entitled to
receive any notice of or attend any meeting of the shareholders of Gildan and are not entitled to vote at any such meeting.

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Equity Shares

Except as described herein, the Class A Subordinate Voting Shares and the Class B Multiple Voting Shares are equal in all respects and will be
treated as if they were shares of one class only.

Rank

The Equity Shares rank junior to the First Preferred Shares and the Second Preferred Shares with respect to the payment of dividends, return of capital and
distribution of assets in the event of the liquidation, dissolution or winding-up of Gildan.

Dividends

The holders of outstanding Equity Shares are entitled to receive dividends on a share-for-share basis out of assets legally available
therefor at such times and in such amounts as the Board of Directors may from time to time determine without preference or distinction among or between the Class A Subordinate Voting Shares and
the Class B Multiple Voting Shares.

Voting Rights

Except as set forth in the third succeeding paragraph, the Class A Subordinate Voting Shares carry one vote per share and the Class B Multiple
Voting Shares carry eight votes per share. There is no cumulative voting. The holders of Class A Subordinate Voting Shares and the holders of Class B Multiple Voting Shares are entitled
to receive notice of any meeting of our shareholders and to attend and vote at such meeting as a single class on all matters to be voted on by our shareholders, except for the election and the removal
of directors as described below and as otherwise required by applicable law.

With
respect to the election of directors, the Articles of the Corporation provide that the Board of Directors will consist of between five and fifteen members. The Board of Directors
currently has eight members. For as long as any Class B Multiple Voting Shares are outstanding, at all shareholder meetings held after October 4, 1998 at which directors are elected,
(a) two of the directors will be elected by the holders of the Class A Subordinate Voting Shares only, voting as a separate class and (b) the remaining directors will be elected
by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares, voting together as a single class, with holders of Class A Subordinate Voting Shares having
one vote per share and holders of Class B Multiple Voting Shares having eight votes per share. Because of the voting rights attached to the Class B Multiple Voting Shares, holders of
Class B Multiple Voting Shares may be able to elect all of the directors other than the two Class A Directors even when the number of outstanding Class B Multiple Voting Shares is
a very small proportion of the number of Equity Shares outstanding. See "Item 4  Narrative Description of the
Business  Risk Factors".

Directors
may be removed, with or without cause, only by the holders of the class or classes of Equity Shares that, as of the date such removal is effected, would be entitled to elect
such director at the next annual meeting of shareholders. Vacancies in a directorship may be filled only by (a) the remaining directors elected by holders of each class of Equity Shares that
(1) elected such director and (2) as of the date such vacancy is filled, would be entitled to elect such director at the next annual meeting of shareholders or (b) if there are no
such remaining directors, then by the vote of the holders of the class or classes of Equity Shares that, as of the date such vacancy is filled, would be entitled to elect such director at the next
annual meeting of shareholders, voting as a special class at a meeting, special or otherwise, of the holders of Equity Shares of such class or classes.

The
Articles provide that each Class A Subordinate Voting Share and each Class B Multiple Voting Share entitles its holder to one vote per share with respect to
(a) shareholder approvals required (1) by section 189(3) of theCanada Business Corporations Actin respect of a sale, lease or
exchange of all or substantially all of Gildan's property other than in the ordinary course of business as therein described, except to one of Gildan's wholly-owned subsidiaries, (2) by
section 183 of theCanada Business Corporations Actin respect of an amalgamation of Gildan with one or more amalgamating companies, which are
not one of Gildan's wholly-owned subsidiaries, (3) in connection with the liquidation, dissolution or winding-up of

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Gildan or (4) in connection with the issuance of Equity Shares as consideration for the acquisition of shares or assets of another company where such issuance requires shareholder approval in
accordance with the rules of a stock exchange on which the Equity Shares are listed, and (b) any amendment to Gildan's Articles or By-Laws which alter, amend or repeal the
provisions described in clause (a) above.

Conversion

The Class A Subordinate Voting Shares cannot be converted into any other class of shares. Each outstanding Class B Multiple Voting Share may at any
time, at the option of the holder, be converted into one Class A Subordinate Voting Share and must be so converted upon a transfer other than a Permitted Transfer (as defined below). Each
Class B Multiple Voting Share will automatically convert into one Class A Subordinate Voting Share in any of the following cases (each a "Triggering
Event"):



For purposes
hereof, any transfer of shares of the Principal Shareholders or of a Permitted Transferee (as defined below), to the extent such entity then holds any Class B
Multiple Voting Shares (a "Holding Entity"), shall be considered a transfer of Class B Multiple Voting Shares, with the necessary modifications.

Notwithstanding
the foregoing, Class B Multiple Voting Shares and shares of Holding Entities, if any, may be transferred in the following circumstances (each, a
"Permitted Transfer"):



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As
used in this annual information form, the term "Permitted Transferee" refers only to the following:



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Subdivision or Consolidation

No subdivision or consolidation of the Class A Subordinate Voting Shares or the Class B Multiple Voting Shares may be carried out unless, at the
same time, the Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis.

No
stock dividend may be declared and paid by Gildan on the Class B Multiple Voting Shares or the Class A Subordinate Voting Shares unless a stock dividend is declared and
paid by Gildan on a pro rata basis on the Equity Shares. No Class B Multiple Voting Shares may be issued in connection with a transaction unless the issuance is made by way of a
distribution to all holders of Class A Subordinate Voting Shares of Gildan on a pro rata basis. In case of a stock split, consolidation or stock dividend, all share calculations provided
for herein will be adjusted accordingly.

Additional Issuance of Class B Multiple Voting Shares

Gildan may not issue Class B Multiple Voting Shares without the prior approval of the holders of the Class A Subordinate Voting Shares. Approval
must be given by a special resolution of the holders of the Class A Subordinate Voting Shares at a meeting of shareholders. However, approval is not required in connection with a subdivision or
a stock dividend made on a pro rata basis as between the Class A Subordinate Voting
Shares and the Class B Multiple Voting Shares as set forth in the paragraph above and as permitted under the Articles of the Corporation.

Liquidation Rights and Other Matters

The Equity Shares are not redeemable. Upon the liquidation, dissolution or winding-up of Gildan, the holders of Class B Multiple Voting Shares
and Class A Subordinate Voting Shares are entitled to participate equally, share-for-share, in the remaining property and assets of Gildan available for distribution to
the holders of Equity Shares.

As
mentioned previously, our Articles authorize the issuance of an unlimited number of First Preferred Shares and Second Preferred Shares, which our Board of Directors may issue in one
or more series and determine the conversion and other rights and preferences of any such series without any further action on the part of the shareholders. The issuance of Preferred Shares could be
used to delay or prevent a change in control transaction by:





The following is a description of the material transactions (or proposed transactions) for the preceding three financial years between Gildan and related parties
in which any director, officer or principal shareholder of Gildan, or any associates or affiliates thereof, has had or expects to have a material interest.

Purchase of Ville Saint-Laurent Facility

On December 1, 2000, the Corporation purchased the facility containing its executive offices and knitting operations in Ville Saint-Laurent (which now
forms part of Montreal) from Harco at fair market value,
namely $6.8 million, based on valuations provided to the independent members of the Board. The purchase price was satisfied by the assumption of the mortgage on the building, as well as the
cancellation of indebtedness of Harco towards the Corporation. Prior to December 1, 2000, the Corporation leased that facility from Harco, and paid rent of approximately $123,656 in fiscal 2001
to Harco pursuant to this lease.

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The Corporation believes that the terms of this lease were no less favorable to the Corporation than could have been obtained if the lease had been entered into with an unaffiliated third party.

Indebtedness of Directors and Officers

Reference is made to the section entitled "Indebtedness of Directors and Officers" on pages 12 and 13 of our 2002 Notice of Annual Meeting of
Shareholders and Management Proxy Circular, which is incorporated herein by reference.

Registration Rights Agreement

The Principal Shareholders (as holders of Class B Multiple Voting Shares) and the Fund, the H. Gregory Chamandy Family Trust, the Glenn J. Chamandy Family
Trust, the Shirley Chamandy Family Trust and the Tisch Family Trust (as holders of Class A Subordinate Voting Shares) (collectively, the
"Holders") are parties to a registration rights agreement with Gildan pursuant to which they each have the right, subject to certain conditions, to
require us to register the Class A Subordinate Voting Shares or the Class B Multiple Voting Shares (upon their conversion to Class A Subordinate Voting Shares), as the case may
be, held by them under theUnited States Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the registration rights agreement, the Holders are granted an unlimited number of demand and piggy-back registration rights, except that no demand registration may be effected
within one year after any other demand registration. We have agreed to pay all expenses incurred in connection with all piggy-back registrations and with the first five demand
registrations, and will share expenses ratably with the Holders in connection with any additional demand registrations. The registration rights agreement provides for indemnities between us and the
Holders for certain liabilities arising under the Securities Act.



There are currently no laws, decrees or regulations in Canada imposing restrictions on the import or export of capital or that affect remittances of dividends on
our Class A Subordinate Voting Shares.

Except
as provided in theInvestment Canada Act(Canada) (the "Investment Act"), there are
no limitations under the laws of Canada or in our constating documents with respect to the right of foreigners to hold and/or vote the Class A Subordinate Voting Shares.

The
Investment Act requires a non-Canadian making an investment to acquire control, directly or indirectly, of a Canadian business, the gross assets of which exceed certain
defined threshold levels, to file an application for review with the Director of Investments, the federal government official responsible for the administration of the Investment Act. As a result of
the Canada-United States Free Trade Agreement, the Investment Act was amended to provide distinct threshold levels for citizens of the United States who acquire control of a Canadian business. With
the implementation of NAFTA, Mexico was accorded the same treatment as the United States and, in 1994, in implementing the agreements establishing the World Trade Organization, Canada extended the
distinct threshold levels to investors from all members of the World Trade Organization.

A
Canadian business is defined in the Investment Act as a business carried on in Canada that has a place of business in Canada, an individual or individuals in Canada who are employed or
self-employed in connection with the business, and assets in Canada used in carrying on the business.

For
the purpose of the Investment Act, direct acquisition of control means a purchase of a majority of the voting interests in a corporation, partnership, joint venture or trust carrying
on a Canadian business, or any purchase of all or substantially all of the assets used in carrying on a Canadian business. An acquisition of less than one-third of the voting shares of a
corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but of one-third or more of the voting shares of a corporation is presumed to be an
acquisition of control, unless it can be established that the corporation is not in fact controlled by the acquirer through the ownership of voting shares. In the context of a corporation, three
methods of acquiring control of a Canadian business are basically regulated by the Investment Act: (i) the acquisition of all or substantially all of the assets used in carrying on a Canadian
business; (ii) the

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acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on a Canadian business; or (iii) the acquisition of voting shares of an entity which controls, directly
or indirectly, another entity carrying on a Canadian business.

A
foreign investment will be reviewable under the Investment Act only if the value of the assets of the Canadian business being acquired is $5 million or more in the case of a
"direct" acquisition (or where the Canadian assets acquired constitute more than 50% of the value of all entities acquired) or $50 million or more in the case of an "indirect" acquisition. When
an investment is subject to review, it can only be implemented if found to be of net benefit to Canada.

These
threshold levels, however, have been increased for the purposes of the acquisition of Canadian businesses by investors from countries which are members of the World Trade
Organization, including citizens of the United States, or member-controlled companies. A direct acquisition by a World Trade Organization investor is reviewable only if it involves the direct
acquisition of a Canadian business with assets of, in 2002, $218 million or more (this figure is adjusted annually to reflect inflation). Indirect acquisitions by World Trade Organization
investors are not reviewable, regardless of the size of the Canadian business acquired, unless the Canadian assets acquired constitute more than 50% of the value of all entities acquired, in which
case the $218 million threshold applies. The definition of a World Trade Organization investor applies to individuals, governments, World Trade Organization investor-controlled entities and
companies. A foreign company will be World Trade Organization investor-controlled if the majority of its voting interests are ultimately owned by nationals of a country member of the World Trade
Organization.

These
increased thresholds do not apply to acquisitions of Canadian businesses engaged in certain sensitive areas such as uranium production, financial services, transportation services
or cultural businesses (such as radio, television, cable and satellite services, and the publication, distribution or sale of books, newspapers, periodicals, films, music recordings or videos).
Foreign investments in those sensitive areas are all subject to review and approval by Investment Canada under the Investment Act, regardless of the size of the investment.

However,
even if the thresholds are not met and a transaction is not reviewable by the Director of Investments, a non-Canadian must still give notice to Investment Canada of
the acquisition of a Canadian business within 30 days after its completion, for informational purposes.



The following discussion is a summary of the material Canadian federal income tax consequences of the ownership and disposition of Class A Subordinate
Voting Shares by U.S. Holders, as defined below. This summary takes into account the current provisions of theIncome Tax Act(Canada)
(the "Tax Act"), the regulations thereunder, all specific proposals to amend the Tax Act publicly announced prior to the date of this
annual information form, the Convention between Canada and the United States with respect to taxes on income and on capital (the "Convention") and the
current published administrative practices and policies of Canada Customs and Revenue Agency. It assumes that all proposals to amend the Tax Act will be enacted in their present form and
otherwise does not take into account or anticipate changes in the law, whether by way of judicial decision or legislative action nor does it take into account provincial, territorial or foreign tax
legislation or considerations. This summary is generally applicable to a person who acquires the Class A Subordinate Voting Shares and who (i) throughout the period during which the
purchaser owns the Class A Subordinate Voting Shares, is not resident in Canada for the purposes of the Tax Act and is a resident of the United States for the purposes of the Convention,
(ii) holds the Class A Subordinate Voting Shares as capital property for the purposes of the Tax Act, and (iii) does not use or hold, and is not deemed for the purposes of
the Tax Act to use or hold, such Class A Subordinate Voting Shares in, or in the course of, carrying on a business in Canada (a
"U.S. Holder"). The Class A Subordinate Voting Shares will generally be considered to be capital property to a U.S. Holder unless
either the U.S. Holder holds those shares in the course of carrying on a business or the U.S. Holder has acquired those shares in one or more transactions considered to be an adventure
in the nature of trade.

The
following discussion is intended to be a general description of the Canadian federal income tax considerations material to an investment in the Class A Subordinate Voting
Shares and is not intended to be,

34

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nor should it be construed to be, legal or tax advice to any prospective investors, and no opinion or representation with respect to the income tax consequences to any such prospective investor is
made. The discussion does not deal with all possible tax consequences relating to an investment in the Class A Subordinate Voting Shares and does not purport to deal with the tax consequences
applicable to all categories of investors, some of which (such as dealers in securities, insurance companies and tax-exempt entities) may be subject to special rules. In particular, the
discussion does not address the tax consequences under state, provincial, local and other national (e.g., non-United States, non-Canadian) tax laws. Accordingly,
a holder of Class A Subordinate Voting Shares should consult its own tax advisors regarding the particular tax consequences to it of the holding of the Class A Subordinate Voting Shares.

Taxation of Dividends

Dividends paid or credited (or deemed to be paid or credited) by Gildan to a U.S. Holder that beneficially owns such dividends generally would be subject
to Canadian withholding tax at the rate of (i) 15% of the gross amount of such dividends, or (ii) where the U.S. Holder is a company that owns at least 10% of our voting stock, 5%
of the gross amount of such dividends. Such withholding tax would be withheld at source by Gildan on any such dividends paid or credited (or deemed to be paid or credited) to a U.S. Holder. We
would assume responsibility to remit the amount withheld at source to the Canadian tax authorities.

A
U.S. Holder, which is a trust company, organization or other arrangement generally exempt from income taxation in the United States in a given taxable year and operated
exclusively either (i) to administer or provide pension, retirement or employee benefits or (ii) to earn income for the benefit of an organization referred to in (i) shall not be
subject to Canadian withholding tax on dividends paid or credited (or deemed to be paid or credited) by us in such year unless such U.S. Holder is related to us or receives such dividends in
the course of carrying on a trade or business.

Taxation of Sale or Other Disposition

A U.S. Holder will not be subject to tax under the Tax Act on any gain in respect of the disposition or deemed disposition of Class A
Subordinate Voting Shares unless those Class A Subordinate Voting Shares constitute "taxable Canadian property" as defined in the Tax Act for such holder. The Class A Subordinate
Voting Shares generally will not constitute taxable Canadian property to a U.S. Holder unless the U.S. Holder, persons with whom the U.S. Holder does not deal at arm's length, or
the U.S. Holder and such persons collectively own or have at any time within the five year period immediately prior to the disposition collectively owned, 25% or more of our issued shares of
any class or series, including rights to acquire shares. Even if the Class A Subordinate Voting Shares are taxable Canadian property to a U.S. Holder, gains derived by a
U.S. Holder from the disposition of Class A Subordinate Voting Shares will not be taxable in Canada under the Convention unless the value of the Class A Subordinate Voting Shares
is derived principally from real property situated in Canada. We believe that the value of our Class A Subordinate Voting Shares is not currently derived principally from real property situated
in Canada and we do not expect this to change in the foreseeable future.

Other Canadian Taxes

No other taxes on income or capital are payable by U.S. Holders in respect of the Class A Subordinate Voting Shares or the dividends thereon.



Evaluation of disclosure controls and procedures.The Corporation's Chairman of the Board and Chief Executive Officer and the
Executive Vice-President, Finance and Chief Financial Officer, after evaluating the effectiveness of the Corporation's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) as of February 4, 2003, have concluded that, as of such date, the Corporation's disclosure controls and procedures were
adequate and effective to ensure that material

35

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information relating to the Corporation's and its consolidated subsidiaries would be made known to them by others within those entities.

Changes in internal controls.There were no significant changes in the Corporation's internal controls or in other factors
that could significantly affect the Corporation's internal controls subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Corporation's
internal controls. As a result, no corrective actions were required or undertaken.



Additional information is contained in our 2002 Notice of Annual Meeting of Shareholders and Management Proxy Circular. Also, additional financial information is
provided in the consolidated audited financial statements of Gildan for the year ended September 29, 2002.

In
addition, the following documents may be obtained, upon request, from the Secretary of Gildan:



We
reserve the right to request a fee for the transmission of the information set forth above, except if the request is made by a shareholder of Gildan or during the course of a
distribution of our securities by means of a prospectus. In such cases, the transmission of information will be made free of charge.

The
documents mentioned above are available from the Secretary of Gildan at the following address:

725
Montée de Liesse
        Montreal, Québec
        H4T 1P5

Telephone:
(514) 735-2023

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    Undertaking

Gildan Activewear Inc. (the "Registrant") undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the
staff of the Securities and Exchange Commission ("SEC"), and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation
to file an annual report on Form 40-F arises or transactions in said securities.

B.    Consent to Service of Process

The Registrant has previously filed with the SEC a written irrevocable consent and power of attorney on Form F-X in connection with the
Class A Subordinate Voting Shares.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

DATED:
February 13, 2003

| |  | GILDAN ACTIVEWEAR INC.
| |  | ----------------------
| |  | By:                   
| |  |                       
| |  |                       

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER  PURSUANT TO SECTION 302 OF  THE SARBANES-OXLEY ACT OF 2002

I, H. Greg Chamandy, principal executive officer of Gildan Activewear Inc., certify that:





|Date: February 13, 2003 |  | By: | /s/H. GREG CHAMANDYH. Greg Chamandy Chairman of the Board and
Chief Executive Officer
|----------------------- |  | --- | -------------------------------------------------------------------------------------

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CERTIFICATION OF CHIEF FINANCIAL OFFICER  PURSUANT TO SECTION 302 OF THE  SARBANES-OXLEY ACT OF 2002

I, Laurence G. Sellyn, principal financial officer of Gildan Activewear Inc., certify that:





|Date: February 13, 2003 |  | By: | /s/LAURENCE G. SELLYNLaurence G. Sellyn Executive Vice-President, Finance and
Chief Financial Officer
|----------------------- |  | --- | -----------------------------------------------------------------------------------------------------

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EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------
|1           |  | Audited comparative consolidated financial statements of the Registrant as at and for the year ended September 29, 2002
|2           |  | Management's Discussion and Analysis of the Registrant for the year ended September 29, 2002                           
|3           |  | Consent of KPMG                                                                                                        

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