SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
 o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For Fiscal year ended: October 3, 2010
    
    
    
    Commission File number: 01-14830
 GILDAN ACTIVEWEAR INC.
 (Exact name of registrant as specified in its charter)
 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)
 600 de Maisonneuve Boulevard West, Montreal, Quebec, Canada H3A 3J2, (514) 735-2023  (Address and telephone number of registrants principal executive office)
 Puglisi & Associates, 850 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
  Title of each class
    
    Name of each exchange on which registeredCommon Shares
    
    New York Stock Exchange
 None  None
  þ þ
  Common Shares:
121, 351, 998
  o þ
  þ o




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GILDAN ACTIVEWEAR INC.
 ANNUAL INFORMATION FORM




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GILDAN ACTIVEWEAR INC.
 2010 ANNUAL INFORMATION FORM
 TABLE OF CONTENTS
 Page1.
    
    CORPORATE STRUCTURE1.1 Name, Address and Incorporation
    
    
    11.2 Intercorporate Relationships
    
    
    22.
    
    GENERAL DEVELOPMENT OF THE BUSINESS2.1 Recent Developments
    
    
    22.2 Developments in Fiscal 2010
    
    
    32.3 Developments in Fiscal 2009
    
    
    42.4 Developments in Fiscal 2008
    
    
    53.
    
    DESCRIPTION OF THE BUSINESS3.1 Business Overview
    
    
    63.2 Risk Factors
    
    
    153.3 Employees
    
    
    154.
    
    DIVIDEND POLICY
    
    
    155.
    
    CAPITAL STRUCTURE
    
    
    156.
    
    MARKET FOR SECURITIES
    
    
    177.
    
    DIRECTORS AND OFFICERS
    
    
    188.
    
    AUDIT COMMITTEE DISCLOSURE
    
    
    219.
    
    LEGAL PROCEEDINGS
    
    
    2310.
    
    TRANSFER AGENT AND REGISTRAR
    
    
    2411.
    
    MATERIAL CONTRACTS
    
    
    2512.
    
    INTERESTS OF EXPERTS
    
    
    2513.
    
    FORWARD-LOOKING STATEMENTS
    
    
    2514.
    
    ADDITIONAL INFORMATION
    
    
    26APPENDIX A  MANDATE OF THE AUDIT AND FINANCE COMMITTEE
    
    
    27




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This Annual Information Form is dated December 6, 2010 and, except as otherwise indicated, the
information contained herein is given as of December 6, 2010.
 Unless otherwise indicated, all dollar amounts set forth herein are expressed in U.S. dollars and
all financial information set forth herein is prepared in accordance with Canadian generally
accepted accounting principles.
 Unless otherwise indicated, all references to share prices, trading volumes and per share measures
are adjusted, on a retroactive basis, to reflect all stock splits.
 In this Annual Information Form, Gildan, the Company 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 and joint venture.
 The information appearing in the extracts of the documents listed below and specifically referred
to in this Annual Information Form is incorporated herein by reference:
 
    
    Audited Consolidated Financial Statements as at and for the year ended October
3, 2010 (the 2010 Financial Statements);
    
    Managements Discussion and Analysis for the year ended October 3, 2010 (the
2010 Annual MD&A); and
    
    2009 Notice of Annual Meeting of Shareholders and Management Proxy Circular
(the Circular).
 The foregoing documents are available on the SEDAR website at www.sedar.com, on the EDGAR website
at www.sec.gov and on the Companys website at www.gildan.com/corporate.
 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. Results indicated in
forward-looking statements may differ materially from the actual results. Please refer to the
cautionary statement on pages 25 and 26 of this Annual Information Form for further
explanation.
 1. CORPORATE STRUCTURE
 1.1 Name, Address and Incorporation
 Canada Business Corporations Act
   rd




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1.2 Intercorporate Relationships
  Percentage of Voting Securities orPartnership Interests that Gildanheld as atSubsidiary
    
    Jurisdiction of Incorporation
    
    December 6, 2010Gildan Activewear SRL
    
    Barbados
    
    
    100
    %Gildan USA Inc.
    
    Delaware
    
    
    100
    %Gildan Choloma Textiles, S. de R.L.
    
    Honduras
    
    
    100
    %Gildan Activewear Dominican Republic Textile Company Inc.
    
    Barbados
    
    
    100
    %Gildan Activewear Honduras Textiles Company, S. de R.L.
    
    Honduras
    
    
    100
    %Gildan Honduras Hosiery Factory, S. de R.L.
    
    Honduras
    
    
    100
    %Gildan Activewear Properties (Dominican Republic) Inc.
    
    Barbados
    
    
    100
    %Gildan Activewear (Eden) Inc.
    
    North Carolina
    
    
    100
    %Gildan Activewear (UK) Limited
    
    United Kingdom
    
    
    100
    %V.I. Prewett & Son, Inc.
    
    Alabama
    
    
    100
    %Gildan Hosiery Rio Nance, S. de R.L.
    
    Honduras
    
    
    100
    %Gildan Charleston Inc.
    
    Delaware
    
    
    100
    %
  2. GENERAL DEVELOPMENT OF THE BUSINESS
  2.1 Recent Developments
 Declaration of Dividend and Initiation of Normal Course Issuer Bid
   2




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2.2 Developments in Fiscal 2010
 Economic Environment
 
    
    Following the severe economic downturn in 2009, we began to experience a recovery in demand
in our target screenprint markets in the second quarter of fiscal 2010. This recovery
contributed in part to the Companys significant sales growth in fiscal 2010.
    
    The recessionary conditions from the severe economic downturn in fiscal 2009 followed by
the recent economic recovery has created challenging conditions for the apparel marketplace,
including global yarn shortages and freight distribution shortages, compounded by volatility
in cotton prices. Towards the latter part of fiscal 2010, we began to see a significant
appreciation in cotton prices which continued to increase in fiscal 2011. Consequently,
apparel suppliers have begun to initiate selling price increases in response to rising
cotton and other input costs.
 Progress on Strategic Initiatives
 
    
    For the first nine months of calendar 2010, we grew our overall total market share in the U.S. screenprint channel
to 64.1% compared to 56.6% for the same period last year. In addition, we realized
significant sales growth in our international and other screenprint markets.
    
    During fiscal 2010, we further developed our integrated manufacturing hubs in Central
America and the Caribbean Basin to support our projected growth, including the start of the
ramp-up of production at our new sock manufacturing facility in Honduras, Rio Nance 4. The
Companys capital expenditure plans for fiscal 2011 will include the construction of a new
textile facility in Honduras, Rio Nance 5, which was deferred during the economic downturn in
fiscal 2009.
    
    As an initial step towards the establishment of a
manufacturing hub  to support our growth in target markets in Asia and Europe,

 on March 31, 2010, we acquired a vertically-integrated manufacturing facility for the
production of activewear in Bangladesh.
    
    During fiscal 2010, we shipped our first major mens underwear program for Walmart under
the Starter brand and a new underwear program for another mass-market retailer announced at
the end of fiscal 2009. We secured additional shelf-space for existing sock programs and
significant participation in back-to-school programs at major mass-market retailers. We also
obtained new retail programs in activewear, including the family fleece program at a major
national discount retailer, were awarded new activewear programs for three other retailers
and secured new activewear programs for the retail channel for fiscal 2011. We continued to
expand our regional retailer customer base as well as Gildan branded product programs with
retail chains.
    
    During fiscal 2010, we completed the construction of a biomass steam generation system in
the Dominican Republic which became operational during the year. We
also initiated similar biomass
steam generation projects at our sock manufacturing facilities in
Honduras, which are expected
to become operational in fiscal 2011. These projects are expected to contribute to the
reduction of our energy consumption and related costs.
 Acquisition of New Sales Offices and Distribution Facility
 
    
    On November 17, 2009, the Company completed the acquisition of a state-of-the-art
distribution centre and office building in Charleston, South Carolina, for approximately $20
million. During fiscal 2010, the Company began to consolidate all of its retail sales,
marketing and distribution activities at this location, resulting in the closure of its
distribution centres at Martinsville, Virginia and Fort Payne, Alabama.
 3




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
    
    During fiscal 2010, the Company acquired a new office building in Barbados for
approximately $20 million, and will be moving its sales and marketing functions servicing the
screenprint channel from its existing office building in Barbados to this location.
 Impact of Haiti Earthquake
 
    
    On January 12, 2010, Haiti was devastated by a massive
earthquake which had an impact
on Gildans third-party contractor operations in Haiti which are used to sew the majority of
the fabric produced at our Dominican Republic textile facility. While Gildan immediately established a program for
humanitarian aid efforts, we also took steps to minimize the impact of the disruption of
contractor production in Haiti, including the temporary addition of overtime sewing shifts at Gildans Central American sewing operations and the use of additional third-party contractors.
Contractor operations in Haiti began to resume
operations shortly after the earthquake and by the end of the second quarter of fiscal 2010,
contractor operations had returned to production levels substantially similar to those prior
to the impact of the earthquake. The impact on the Companys operations included a temporary
loss of production primarily during the second quarter, which subsequently resulted in lost
sales opportunities as well as supply chain inefficiencies during the balance of the fiscal year. During the fourth quarter of fiscal 2010, the Company received insurance proceeds of $8.0 million, reflecting the maximum insurance recovery receivable under its insurance policy related to the earthquake in Haiti, which have been recorded as a reduction of cost of sales in the consolidated statement of earnings.
 2.3 Developments in Fiscal 2009
 Economic Environment
 
    
    During fiscal 2009, the severe downturn in the overall economic environment resulted in a
dramatic curtailment of consumer and corporate spending, which negatively impacted demand for
our products in the U.S. and other international screenprint markets,
and which also resulted in
significant inventory destocking at the U.S. distributor level. Weaker demand and customer
inventory reductions also occurred in the mass-market retail channel.
    
    During fiscal 2009, in response to the downturn in the
economy, we took a number of steps in order to prudently manage our receivables, inventory levels and capital expenditures. We
experienced a significantly higher than usual build-up of activewear inventories in the first
half of fiscal 2009 due to the decline in our sales combined with the reduction of inventories
at the customer level. As a result, we took production downtime at most of our production
facilities in order to better align our inventory levels with projected sales demand. We also
achieved significant reductions in our sock inventories, as planned, due in part to improved
supply chain efficiencies. We managed our credit risk cautiously, as we balanced short-term
market share considerations in relation to increased customer credit exposure, including
carefully managing our customer accounts and promotional programs, such as our decision not to
replenish our largest wholesale distributor during the second quarter of fiscal 2009 as it
underwent a process to restructure its debt financing. In addition, we reduced the use of
extended payment terms that we typically offer for certain seasonal products in the second
half of our fiscal year. The Company decided to proceed cautiously on capacity expansion
projects previously announced by delaying the completion of its Rio Nance 4 sock facility
during fiscal 2009, and deferring the construction of its third activewear facility (Rio Nance
5) in Honduras until the economic outlook in support of further major capacity expansion
became clearer.
 Progress on Strategic Initiatives
 
    
    In spite of the challenging economic environment in fiscal 2009, we continued to increase
our leading market share in all of the product categories in which we compete in the U.S.
wholesale distributor channel and increased our sales in international and other screenprint
markets, particularly in Western Europe, the U.K., Asia/Pacific and Mexico.
    
    For the first nine months of calendar 2010, we increased our overall market share in the
U.S. screenprint channel to 56.6%. In calendar 2008, our overall market share in this channel
was 51.9%.
 4




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
    
    During fiscal 2009, we continued to consolidate our manufacturing operations in our
manufacturing hub in Central America as we transitioned our U.S. sock finishing operations,
which were purchased as part of the V.I. Prewett & Son, Inc. (Prewett) acquisition, to a
leased sock finishing facility in Honduras.
    
    During this fiscal year we started to construct a biomass steam generation system in the
Dominican Republic which is expected to contribute to the reduction of our energy consumption
and related costs.
    
    In early fiscal 2009, we were granted a business license by the Chinese government to
operate as Gildan (China) Trading Co., Ltd. This corporation has been established to import
and sell Gildan products to customers in mainland China. In fiscal 2009, we moved our
distribution activities from Shenzhen, China to a new distribution centre in China near
Shanghai to better service the initial customer base predominantly located in the Northern
provinces of China. Gildan is focusing on building its brand in both the retail and
screenprint channels in China.
 Canadian Revenue Agency Tax Audit
 
    
    In the third quarter of fiscal 2009, the Canada Revenue Agency (CRA) completed its audit
of the 2004, 2005 and 2006 taxation years and there were no significant adjustments to the
Companys income tax returns.
 2.4 Developments in Fiscal 2008
 Acquisition of U.S. Sock Manufacturer
 
    
    On October 15, 2007, we acquired 100% of the common shares of Prewett, a large U.S.
supplier of basic family socks to U.S. mass-market and regional retailers. Prewetts corporate
headquarters are located in Fort Payne, Alabama. The aggregate purchase price was $128
million, which was comprised of cash consideration of $125.3 million, a deferred payment of
$1.2 million disbursed in fiscal 2009 and transaction costs of $1.5 million. The purchase
agreement provided for an additional purchase consideration of up to $10 million contingent on
specified future events, which was paid into escrow by the Company. The purchase price was
paid in cash at closing and was financed out of our revolving long-term credit facility. With
this acquisition, we are now one of the leading suppliers of socks in the U.S. mass-market
retail channel.
 Growth Strategy
 
    
    We continued to achieve market share gains in the U.S. screenprint market.
    
    We also made progress in our plans to penetrate the U.S. mass retail market for
high-volume, basic, frequently replenished, non-fashion family apparel. Our acquisition of
Prewett further strengthened our positioning as a supplier of socks for the retail channel.
    
    During fiscal 2008, we began shipments under our first underwear program with a U.S.
national mass-market retailer.
 Tax
 
    
    The CRA completed its audit of our income tax returns for our 2000, 2001, 2002 and 2003
fiscal years, the scope of which included a review of transfer pricing and the allocation of
income between the Companys Canadian legal entity and its foreign subsidiaries. On December
10, 2008, the Company reached a final agreement with the CRA which resulted in a tax
reassessment related to the restructuring of our international wholesale business and the
related transfer of our assets to our Barbados subsidiary, which occurred in fiscal 1999. The
terms of the agreement were accounted for in the fourth quarter of fiscal 2008 through a
charge to income tax expense of $26.9 million, including a provision for provincial taxes, and
a reclassification of $17.3 million of future income tax liabilities to income taxes payable.
There were no penalties assessed as part of the agreement and there were no other significant
income tax adjustments to reported taxable income for the years under audit.
 5




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Manufacturing Operations
 
    
    In fiscal 2008, we completed the ramp-up of our second activewear facility, Rio Nance 2, and of our
integrated sock manufacturing facility, Rio Nance 3, both located in Rio Nance, Honduras.
 Distribution
 
    
    In connection with our acquisition of Prewett in fiscal 2008, two Prewett facilities,
located in Fort Payne, Alabama were added to our distribution network to service our sock distribution in the retail channel.
 Corporate Office
 
    
    In fiscal 2008, we moved our corporate head office to leased premises located in Montreal,
Québec.
 3. DESCRIPTION OF THE BUSINESS
 3.1 Business Overview
   STRATEGY AND OBJECTIVES
  1.
    
    Maximize screenprint market penetration and opportunitiesWhile we have achieved a leadership position in the screenprint distributor channel in the U.S.
and in Canada, we continue to pursue further growth opportunities in the North American and
international screenprint markets.U.S. Screenprint Distributor MarketDuring fiscal 2010, our overall total market share in this channel increased to 64.1% for the
nine months ended September 30, 2010 compared to 56.6% for the same period last year. We intend
to continue to pursue further penetration in the U.S. distributor screenprint channel in all of
the product categories that we serve, through our continued focus on delivering consistent high
quality products, reliable customer service and competitive pricing. In addition, the
introduction of new products such as softer T-shirts and sport shirts and new styles tailored
for women could enable us to further increase our market share by serving certain niches of the
screenprint channel in which we previously did not participate. Although the global economic
downturn which began in the latter part of 2008 and continued throughout 2009 negatively
impacted demand in the U.S. distributor market, Gildan continued to increase its leading share
position during that period. Consequently, the commencement of a recovery in demand in the distributor channel
during fiscal 2010, combined with our continued market share penetration, translated into strong
sales growth for Gildan. We expect to leverage our increase in market share in the U.S.
distributor channel as the U.S. screenprint market continues to recover to levels prior to the
economic downturn.
 6




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International and Other Screenprint MarketsAs the Company adds more production capacity, we intend to continue to expand our presence in
international screenprint markets, specifically Europe, Mexico and the Asia/Pacific region, and we
also plan to continue to grow our sales to large branded apparel companies and retailers which sell
imprinted activewear and are currently not serviced by our existing U.S. wholesale distributors. We
are continuing to expand our integrated manufacturing hubs in Central America and the Caribbean
Basin to support our projected growth, including allocating capacity to service product categories and
geographical locations where our growth was previously constrained by capacity availability. In
addition, the acquisition of our first vertically-integrated facility for the manufacture of ring-spun
T-shirts in Bangladesh during fiscal 2010, combined with the development over time of a vertically-
integrated manufacturing hub is intended to support our strategy to grow our international business in
Asia and Europe. During fiscal 2010, our unit sales to international and other screenprint markets
increased 58.5% compared to fiscal 2009.2.
    
    Leverage our successful business model to further penetrate the mass-market retail channelWe are leveraging our existing core competencies, including our large scale capital-intensive
manufacturing, successful business model and competitive strengths into the U.S. mass-market
retail channel. Our value proposition in the retail channel as in the screenprint channel
combines consistent quality, competitive pricing and fast and flexible replenishment due to our
geographical proximity to our markets, as well as our leadership in corporate social
responsibility and environmental sustainability. As a leading supplier of basic family socks in
the U.S. mass-market retail channel, we intend to continue to build and leverage our market
share position in socks to establish an increased presence in the mass-market retail channel
with our activewear and underwear product lines. Our marketing strategy comprises a
three-pronged branding approach. First, within the mass-market retail channel, we are
positioning ourselves as a strategic supplier of selective national retailers exclusive brand
licenses or private label brands for socks, activewear and underwear to large retailers seeking
to consolidate their supply chain with fewer, larger manufacturers. Secondly, we are pursuing
the steady development of a Gildan brand strategy selling products with the Gildan label to
retailers using supplier brands to differentiate their product offering. Thirdly, we will also
evaluate alternatives to acquire or license selective brands for additional channels of
distribution.Although sock sales in fiscal 2010 were down year-over-year largely as a result of the
discontinuance of unprofitable sock programs and the elimination of certain programs that did
not fit with our business model, during fiscal 2010 we secured additional shelf-space for
existing sock programs and significant participation in Back-to-School programs at major
mass-market retailers. We shipped our first major mens underwear program for Walmart under the
Starter brand and a new underwear program for another mass-market retailer announced at the end
of fiscal 2009. During fiscal 2010, we obtained new retail programs in activewear, including the
family fleece program at a major national discount retailer and were awarded new activewear
programs for three other retailers. In addition, we secured new activewear programs for the
retail channel for fiscal 2011. During fiscal 2010, we continued to expand our regional retailer
customer base as well as Gildan branded product programs with retail chains.3.
    
    Continue to generate manufacturing and distribution cost reductionsWe seek to continuously improve our manufacturing and distribution processes and cost structure
by developing and investing in cost-reduction initiatives. In addition to the continuing
consolidation of our manufacturing operations to our Central American and Caribbean Basin hubs,
we are implementing other cost-reduction initiatives. These include, among others, our plans to
reduce our reliance on high-cost fossil fuels and further reduce our impact on the environment
by installing additional biomass facilities as an alternate source of natural renewable energy,
and other initiatives to increase the efficiency of our energy-intensive equipment and
processes, which reflect the Companys commitment to sustainability. We are also planning to
achieve further efficiencies in operating our distribution activities from the consolidation of
our retail distribution centres to a single location in Charleston, South Carolina and further
expansion and automation of our wholesale distribution centre in Eden, North Carolina.
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During fiscal 2010, we continued to consolidate our manufacturing operations in our
manufacturing hub in Central America as we transferred the remaining wet processing sock
operations and a portion of our knitting capacity in the U.S. to our Honduran sock manufacturing
facilities. In April 2010, we began the ramp-up of production at our second sock manufacturing
facility, Rio Nance 4, in Honduras. We also completed the construction of a biomass steam
generation system in the Dominican Republic, which is expected to
result in a reduction of our fossil
fuel consumption and related costs associated with the textile production in the Dominican
Republic. In addition, during the year we initiated similar biomass steam generation projects
for our sock manufacturing in Honduras. The biomass facility for Rio Nance 3 became operational
at the end of fiscal 2010 and the second biomass facility for Rio Nance 4 became operational
during the first quarter of fiscal 2011. We are also planning to implement similar systems for
our textile manufacturing facilities in Honduras.4.
    
    Re-invest and/or redistribute cash flowWe will continue to evaluate opportunities to reinvest our cash flows generated from operations.
Our primary use of cash will continue to be to finance our working capital and capital
expenditure requirements to support our organic growth, but at the same time we will be open to
evaluating complementary strategic acquisition opportunities which meet our return on investment
criteria, based on our risk-adjusted cost of capital.On December 2, 2010, the Company announced the introduction of its first quarterly cash dividend.
In addition, the Company also announced that it is reinstating a normal course issuer bid to
repurchase outstanding Common Shares of the Company in the open market. The Company believes that its
balance sheet and free cash flow generation provide it with significant financing capacity and
flexibility to be able to continue to pursue its growth strategy, at the same time as
introducing a dividend to provide yield and further enhance total returns to its shareholders.
 Our Products and Markets
    8




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Competitive Environment
   Customers
   Our Facilities
 Textile and Sock Manufacturing
  Central American manufacturing hub
  9




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Caribbean Basin manufacturing hub
   Yarn-Spinning
  Sales, Marketing and Distribution
    Raw Materials
  10




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Management Information Systems
   Seasonality and Other Factors Affecting the Variability of Results and Financial Condition
   11




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Trade Regulation
     12




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Product Safety Regulation
    13




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Intellectual Property
  Environmental Regulation
   Labour Practices
       14




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3.2 Risk Factors
  3.3 Employees
  4. DIVIDEND POLICY
  5. CAPITAL STRUCTURE
 First Preferred Shares
 Issuance in Series
  Rank
  Voting Rights
  Second Preferred Shares
 Issuance in Series
  15




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Rank
  Voting Rights
  Common Shares
    
 16




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6. MARKET FOR SECURITIES
   COMMON SHARESToronto Stock Exchange (TSX)
    
    
    New York Stock Exchange (NYSE)Trading
    
    
    
    
    
    
    
    
    
    
    
    
    TradingMonth
    
    High
    
    
    Low
    
    
    Volume
    
    
    Month
    
    High
    
    
    Low
    
    
    VolumeOctober 5 to 31, 2009
    
    
    21.19
    
    
    
    17.86
    
    
    
    7,803,400
    
    
    October 5 to 31, 2009
    
    
    20.34
    
    
    
    16.53
    
    
    
    10,099,600November 2009
    
    
    20.80
    
    
    
    18.88
    
    
    
    5,516,200
    
    
    November 2009
    
    
    19.92
    
    
    
    17.63
    
    
    
    8,614,800December 2009
    
    
    26.61
    
    
    
    20.46
    
    
    
    10,699,700
    
    
    December 2009
    
    
    25.33
    
    
    
    19.58
    
    
    
    12,653,300January 2010
    
    
    25.98
    
    
    
    22.57
    
    
    
    6,098,800
    
    
    January 2010
    
    
    24.98
    
    
    
    21.40
    
    
    
    6,552,000February 2010
    
    
    26.26
    
    
    
    22.90
    
    
    
    10,188,100
    
    
    February 2010
    
    
    25.15
    
    
    
    21.44
    
    
    
    12,554,500March 2010
    
    
    27.25
    
    
    
    24.77
    
    
    
    7,829,800
    
    
    March 2010
    
    
    26.95
    
    
    
    23.70
    
    
    
    10,956,200April 2010
    
    
    30.37
    
    
    
    26.59
    
    
    
    10,897,400
    
    
    April 2010
    
    
    30.15
    
    
    
    26.31
    
    
    
    10,603,600May 2010
    
    
    32.10
    
    
    
    26.51
    
    
    
    9,266,900
    
    
    May 2010
    
    
    31.67
    
    
    
    24.50
    
    
    
    17,616,500June 2010
    
    
    33.26
    
    
    
    30.45
    
    
    
    10,049,200
    
    
    June 2010
    
    
    32.73
    
    
    
    28.60
    
    
    
    20,593,500July 2010
    
    
    31.90
    
    
    
    28.34
    
    
    
    5,738,500
    
    
    July 2010
    
    
    30.99
    
    
    
    26.68
    
    
    
    8,376,700August 2010
    
    
    33.13
    
    
    
    28.40
    
    
    
    6,392,000
    
    
    August 2010
    
    
    32.10
    
    
    
    26.67
    
    
    
    7,976,300September 2010
    
    
    30.90
    
    
    
    27.42
    
    
    
    9,061,800
    
    
    September 2010
    
    
    29.89
    
    
    
    26.53
    
    
    
    7,893,000October 1, 2010
    
    
    29.30
    
    
    
    28.50
    
    
    
    613,500
    
    
    October 1, 2010
    
    
    28.55
    
    
    
    27.81
    
    
    
    322,900
 17




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7. DIRECTORS AND OFFICERS
  Name and Municipality of Residence
    
    Principal Occupation
    
    Director SinceRobert M. Baylis (2)(3)(4)
Darien, Connecticut, United States
    
    Corporate Director
    
    February 1999Glenn J. Chamandy
Westmount, Québec, Canada
    
    President and Chief Executive Officer of the Company
    
    May 1984William D. Anderson(1)(3)
Toronto, Ontario, Canada
    
    Corporate Director
    
    May 2006George Heller(1)(3)
Toronto, Ontario, Canada
    
    Corporate Director
    
    December 2009Sheila OBrien(2)(3)
Calgary, Alberta, Canada
    
    Corporate Director and Business Advisor
President of Belvedere 1 Investments Ltd. (private
investment company)
    
    June 2005Pierre Robitaille(1)(2)
St-Lambert, Québec, Canada
    
    Corporate Director and Business Advisor
    
    February 2003James R. Scarborough(2)(3)
Wolfeboro, New Hampshire, United States
    
    Corporate Director
    
    December 2009Richard P. Strubel (1)(3)
Chicago, Illinois, United States
    
    Corporate Director
    
    February 1999Gonzalo F. Valdes-Fauli(1)(2)
Key Biscayne, Florida, United States
    
    Corporate Director
Chairman of BroadSpan Capital LLC (investment banking firm)
    
    October 2004Russell Goodman(2)
Mont-Tremblant, Québec, Canada
    
    Partner, PricewaterhouseCoopers LLP (professional services firm)
    
    December 2010
 
 (1)
    
    Member of the Audit and Finance Committee.(2)
    
    Member of the Corporate Governance Committee.(3)
    
    Member of the Compensation and Human Resources Committee.(4)
    
    Chairman of the Board.  Name and Municipality of Residence
    
    Position Held Within the Company and Principal OccupationGlenn J. Chamandy (1)
Westmount, Québec, Canada
    
    President, Chief Executive Officer and DirectorLaurence G. Sellyn (1)
Beaconsfield, Québec, Canada
    
    Executive Vice-President, Chief Financial and Administrative OfficerMichael R. Hoffman
St. James, Barbados
    
    President, Gildan Activewear SRLGeorges Sam Yu Sum (1)
Hampstead, Québec, Canada
    
    Executive Vice-President, OperationsBenito Masi(1)
Laval, Québec, Canada
    
    Executive Vice-President, Manufacturing
 18




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Name and Municipality of Residence
    
    Position Held Within the Company and Principal OccupationEric R. Lehman(1)
Verdun, Québec, Canada
    
    Executive Vice-President, Supply Chain, Information
Technology and Operational ExcellenceRichard Petersen (1)
Mansonville, Québec, Canada
    
    Executive Vice-President, Corporate Citizenship
 
 (1)
    
    Officer of the Company. Glenn J. Chamandy
 Robert M. Baylis .
 William D. Anderson
 Russell Goodman
 George Heller
 19




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Sheila OBrien, An Extraordinary West  A Narrative Exploration of Western Canadas Future
 Pierre Robitaille
 James R. Scarborough
 Richard P. Strubel
 Gonzalo F. Valdes-Fauli
 Laurence G. Sellyn
 20




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Michael R. Hoffman
 Georges Sam Yu Sum
 Benito Masi
 Eric R. Lehman
 Richard Petersen
  8. AUDIT COMMITTEE DISCLOSURE
 Mandate of the Audit and Finance Committee
  Composition of the Audit and Finance Committee
  William D. Anderson
 21




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George Heller
 Pierre Robitaille
 Richard P. Strubel
 Gonzalo F. Valdes-Fauli
 Pre-Approval of Non-Audit Services
 Sarbanes-Oxley Act of 2002
 22




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External Auditor Service Fees
  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 9. LEGAL PROCEEDINGS
   Canadian Class Action Suits
 Securities Act
  23




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United States Class Action Suits
    Proposed settlement agreement
   10. TRANSFER AGENT AND REGISTRAR
  
 24




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11. MATERIAL CONTRACTS
  12. INTERESTS OF EXPERTS
 , Ordre des
Comptables agréés du Québec
 13. FORWARD-LOOKING STATEMENTS
 Private Securities Litigation Reform Act of 1995
  
    
    our ability to implement our growth strategies and plans, including achieving market
share gains, implementing cost reduction initiatives and completing and successfully
integrating acquisitions;
    
    the intensity of competitive activity and our ability to compete effectively;
    
    adverse changes in general economic and financial conditions globally or in one or more
of the markets we serve;
    
    our reliance on a small number of significant customers;
    
    the fact that our customers do not commit contractually to minimum quantity purchases;
    
    our ability to anticipate changes in consumer preferences and trends;
    
    our ability to manage production and inventory levels effectively in relation to changes
in customer demand;
    
    fluctuations and volatility in the price of raw materials used to manufacture our
products, such as cotton and polyester fibres;
    
    our dependence on key suppliers and our ability to maintain an uninterrupted supply of
raw materials;
    
    the impact of climate, political, social and economic risks in the countries in which we
operate;
    
    disruption to manufacturing and distribution activities due to labour disruptions,
political instability, bad weather, natural disasters, pandemics and other unforeseen
adverse events;
 25




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
    
    changes to international trade legislation that the Company is currently relying on in
conducting its manufacturing operations or the application of safeguards thereunder;
    
    factors or circumstances that could increase our effective income tax rate, including
the outcome of any tax audits or changes to applicable tax laws or treaties;
    
    compliance with applicable environmental, tax, trade, employment, health and safety, and
other laws and regulations in the jurisdictions in which we operate;
    
    our significant reliance on computerized information systems for our business
operations;
    
    changes in our relationship with our employees or changes to domestic and foreign
employment laws and regulations;
    
    negative publicity as a result of violation of labour laws or unethical labour or other
business practices by the Company or one of its third-party contractors;
    
    our dependence on key management and our ability to attract and retain key personnel;
    
    changes to and failure to comply with consumer product safety laws and regulations;
    
    changes in accounting policies and estimates; and
    
    exposure to risks arising from financial instruments, including credit risk, liquidity
risk, foreign currency risk and interest rate risk, as well as risks arising from commodity
prices.
   14. ADDITIONAL INFORMATION
   rd
  26




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APPENDIX A  MANDATE OF THE AUDIT AND FINANCE COMMITTEE
 Canadian Corporate Governance Standards Sarbanes-Oxley Act of 2002 US Corporate Governance Standards Audit Committee
 1.
    
    Membership and Quorum
 
    
    a minimum of three directors;
    
    only independent (as contemplated by Canadian Corporate Governance Standards and US
Corporate Governance Standards) directors shall be appointed, the whole as determined by
the Board; no affiliate of the Company or any of its subsidiaries (including any person
who, directly or indirectly, controls or is controlled by, or is under common control
with the Company, or any director, executive officer, partner, member, principal or
designee of such affiliate) may serve on the Audit Committee; a member of the Audit
Committee shall receive no compensation from the Company or any of its affiliates other
than compensation as a director and committee member of the Company; prohibited
compensation includes fees paid, directly or indirectly, for services as a consultant or
as legal or financial advisor, regardless of the amount;
    
    each member must be financially literate (as contemplated by Canadian Corporate
Governance Standards and US Corporate Governance Standards), as determined by the Board;
    
    at least one member must be an audit committee financial expert (as contemplated by
US Corporate Governance Standards), as determined by the Board;
    
    members of the Audit Committee shall be appointed annually by the Board upon
recommendation of the Companys Corporate Governance Committee; such members may be
removed or replaced, and any vacancies on the Audit Committee shall be filled by the
Board upon recommendation of the Companys Corporate Governance Committee; membership on
the Audit Committee shall automatically end at such time the Board determines that a
member ceases to be independent as determined in the manner set forth above;
    
    the chair of the Compensation and Human Resources committee of the Corporation is a
member of the Audit Committee;
    
    quorum of majority of members.
 2.
    
    Frequency and Timing of Meetings
 
    
    normally contemporaneously with the Companys Board meetings;
    
    at least four times a year and as necessary.
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3.
    
    Mandate
  (a)
    
    Overseeing financial reporting
 
    
    monitoring the integrity and quality of the Companys accounting and financial
reporting process, disclosure controls and procedures, and systems of internal
control, through independent discussions with management, the external auditors and
the internal auditors;
    
    reviewing, with management and the external auditors, the annual audited
consolidated financial statements of the Corporation and accompanying information,
including the report of the auditors thereon to be included in the Annual Report
of the Corporation, the Corporations MD&A disclosure and annual earnings press
release, prior to their release, filing and distribution;
    
    reviewing, with management and the external auditors, quarterly consolidated
financial statements of the Company and accompanying information, including the
Companys MD&A disclosure and quarterly earnings press release, prior to their
release, filing and distribution;
    
    reviewing, with management and, where appropriate the external auditors, the
financial information contained in prospectuses, offering memoranda, Annual
Information Forms, Management Proxy Circulars, Forms 6-K (including Supplemental
Disclosure) and 40-F and any other document required to be disclosed or filed by
the Company before their public disclosure or filing with regulatory authorities in
Canada or the United States of America;
    
    reviewing, with management, the level and type of financial information
(including earnings guidance and other material forward-looking information)
provided from time to time to analysts, investors and other stakeholders;
    
    reviewing, with management, that adequate procedures are in place for the review
of the Companys disclosure of financial information extracted or derived from the
Companys financial statements, such as annual reports and investor presentations,
and periodically assessing the adequacy of those procedures;
    
    reviewing, with the external auditors and management, the quality,
appropriateness and disclosure of the Companys accounting principles and policies,
underlying assumptions and reporting practices, and any proposed changes thereto;
    
    reviewing any analysis or other written communications prepared by management,
the internal auditors or external auditors setting forth significant financial
reporting issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effect of alternative generally
accepted accounting principles methods;
    
    reviewing the external auditors quarterly review engagement report;
    
    overseeing the procedures to review management certifications filed with
applicable securities regulators;
    
    reviewing the potential impact of any litigation, claim or other contingency and
any regulatory or accounting initiatives that could have a material effect upon the
financial position or operating results of the Company and the appropriateness of
the disclosure thereof in the documents reviewed by the Audit Committee;
    
    overseeing the procedures to monitor the public disclosure of information by the
Company;
    
    reviewing at least annually the Companys disclosure policy;
 28




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
    
    reviewing the results of the external audit, any significant problems
encountered in performing the audit, and managements response and/or action plan
related to any Management Letter issued by the external auditors and any
significant recommendations contained therein.
 (b)
    
    Monitoring risk management and internal controls
 
    
    receiving periodically managements report assessing the adequacy and
effectiveness of the Companys disclosure controls and procedures;
    
    receiving periodically managements reports assessing the adequacy and
effectiveness of the Corporations systems of internal control over financial
reporting; and reviewing the report of the auditors thereon;
    
    reviewing insurance coverage (annually and as may otherwise be appropriate);
    
    overseeing the processes in place to identify business risks and opportunities
and overseeing the implementation of processes to manage these risks and
opportunities;
    
    reviewing the Corporations policies and parameters regarding hedging activity
and derivatives contracts entered into by management in order to address risks
associated with foreign exchange fluctuations, commodity prices, interest rates
and any other risks where the Corporation enters into derivatives contracts;
    
    assisting the Board with the oversight of the Companys compliance with, and
reviewing the Companys processes for complying with, applicable legal and
regulatory requirements;
    
    overseeing the confidential, anonymous procedures for the receipt, retention
and treatment of complaints or concerns received by the Company regarding
accounting, internal accounting controls or auditing matters or employee concerns
regarding accounting or auditing matters;
    
    requesting the performance of any specific audit, as required.
 (c)
    
    Monitoring internal auditors
 
    
    ensuring that the head of internal audit has a functional reporting relationship
with the Audit Committee;
    
    overseeing the access by internal auditors to all levels of management in order
to carry out their duties;
    
    regularly monitoring the internal audit functions performance, its
responsibilities, staffing and budget;
    
    approving the appointment and termination of the Companys chief internal
auditor;
    
    ensuring the ongoing accountability of the internal audit function to the Audit
Committee and to the Board.
 (d)
    
    Monitoring external auditors
 
    
    recommending the retention and, if appropriate, the removal of external auditors
(both subject to shareholder approval), their compensation, as well as evaluating
and monitoring their qualifications, performance and independence;
    
    overseeing all relationships between the external auditors and the Company
including, determining which non-audit services the external auditors are
prohibited from providing, approving, or pre-approving policies defining audit and
permitted non-audit services provided
 29




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by the external auditors, overseeing the disclosure of all audit and permitted
non-audit services provided by the external auditors, and reviewing the total
amount of fees paid by the Company to the external auditors for all audit and
non-audit services;
 
    
    overseeing the direct reporting and accountability of the external auditors to
the Audit Committee and to the Board;
    
    directly overseeing the external auditors and discussing with them the quality
and not just the acceptability of the Companys accounting principles, including
(i) critical accounting policies and practices used, (ii) alternative treatments of
financial information that have been discussed with management, the ramification of
their use and the treatment preferred by the external auditors, as well as (iii)
other material written communications between the Company and the external auditors
(including any disagreement with management and the resolution thereof);
    
    reviewing at least annually, representations by the external auditors describing
their internal quality-control procedures, as well as significant results arising
from regulatory and professional quality-control examinations;
    
    reviewing at least annually, the external auditors representations as to
independence and holding discussions with the external auditors as to any
relationship or services that may impact their objectivity or independence;
    
    reviewing hiring policies for employees or former employees of the Companys
firm of external auditors;
    
    overseeing the rotation of lead, concurring and other audit partners, to the
extent required by Canadian and U.S. securities law standards.
 (e)
    
    Reviewing financings
 
    
    reviewing the adequacy of the Companys financing, including terms and
conditions of all new material financing arrangements.
 (f)
    
    Evaluating the performance of the Audit Committee
 
    
    overseeing the existence of processes to annually evaluate the performance of
the Audit Committee.
 Because of the Audit Committees demanding role and responsibilities, the Board chair,
together with the Corporate Governance Committee chair, reviews any invitation to Audit
Committee members to join the audit committee of another publicly-listed entity. Where a
member of the Audit Committee simultaneously serves on the audit committee of more than
three public companies, including the Company, the Board determines whether such
simultaneous service impairs the ability of such member to effectively serve on the Audit
Committee and either requires a correction to the situation or discloses in the Companys
Management Proxy Circular that there is no such impairment.As appropriate, the Audit Committee may obtain advice and assistance from outside legal,
accounting or other advisors and set and pay their compensation, and so advise the Board
chair and, if appropriate, the external auditors; the Audit Committee makes arrangements for
the appropriate funding for payment of the external auditors and any advisors retained by
it. In addition, the Company will provide appropriate funding for the Audit Committee,
including the payment of all outside legal, accounting and other advisors retained by the
Audit Committee.The internal auditors and the external auditors will have at all times a direct line of
communication with the Audit Committee. In addition, each meets separately with the Audit
Committee, without management, at least once a quarter, during which the Corporations
financial statements and control environment must be discussed. In addition, at least once a
quarter, and more frequently as required, the Audit Committee
 30




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meets separately with management and also without management or any non-independent
directors present.
 The Audit Committee reports annually to the Board on the adequacy of its mandate. In
addition, the chair of the Audit Committee reports regularly to the Board on the business of
the Audit Committee.Nothing contained in the above mandate is intended to transfer to the Audit Committee the
Boards responsibility to ensure the Companys compliance with applicable laws or
regulations or to expand applicable standards of liability under statutory or
regulatory requirements for the directors or the members of the Audit Committee. Even
though the Audit Committee has a specific mandate and its members may have financial
experience, they do not have the obligation to act as auditors or to perform auditing,
or to determine that the Companys financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. Such matters are the
responsibility of management, the internal auditors and the external auditors. Members
of the Audit Committee are entitled to rely, absent knowledge to the contrary, on (i)
the integrity of the persons and organizations from whom they receive information, (ii)
the accuracy and completeness of the information provided, and (iii) representations
made by management as to the non-audit services provided to the Company by the external
auditors. The Audit Committees oversight responsibilities are not established to
provide an independent basis to determine that (i) management has maintained
appropriate accounting and financial reporting principles or appropriate internal
controls and procedures, or (ii) the Companys financial statements have been prepared
and, if applicable, audited in accordance with generally accepted accounting
principles.
  31




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A. Undertaking
  B. Consent to Service of Process
  C. Evaluation of disclosure controls and procedures
   D. Managements annual report on internal control over financial reporting
   Internal Control-Integrated Framework
 E. Attestation report of the registered public accounting firm.
  F. Changes in internal controls over financial reporting.




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##### 



G. Audit Committee Financial Experts
  H. Code of Ethics
 www.gildan.com/corporate/IR/corporateGovernance.cfm
 I. Principal Accountant Fees and Services
  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 www.gildan.com/corporate/IR/corporateGovernance.cfm




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##### 



J. Off-Balance Sheet Arrangements
 Operating leases and commitments
  Derivative Financial Instruments
     K. Tabular Disclosure of Contractual Obligations
  L. Corporate Governance Guidelines
 www.gildan.com/corporate/IR/corporateGovernance.cfm
 M. Identification of the Audit Committee
  N. Summary of Significant Differences from NYSE Corporate Governance Rules




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##### 








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##### 



SIGNATURES
   GILDAN ACTIVEWEAR INC./s/ Lindsay MatthewsName:
    Lindsay MatthewsTitle:
    Director, Legal Services and Corporate
Secretary




---



##### 



EXHIBIT INDEX
 Exhibit No.
    
    Description99.1
    
    Managements Discussion and Analysis of the Registrant for the year ended October 3, 201099.2
    
    Audited comparative consolidated financial statements of the Registrant as at and for the year ended October 3, 201099.3
    
    Consent of KPMG LLP99.4
    
    Reconciliation to United States GAAP99.5
    
    Officers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)99.6
    
    Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code