UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K/A


(Amendment No. 1)


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2016


or


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                     to


Commission file number: 001-32891


Hanesbrands Inc.


(Exact name of registrant as specified in its charter)


Maryland20-3552316(State of incorporation)(I.R.S. employeridentification no.)1000 East Hanes Mill RoadWinston-Salem, North Carolina27105(Address of principal executive office)(Zip code)


(336) 519-8080


(Registrant’s telephone number including area code)


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


Common Stock, par value $0.01 per share


Name of each exchange on which registered:


New York Stock Exchange


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ý No  ̈


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ̈ No x


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K. x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerxAccelerated filer ̈Non-accelerated filer ̈(Do not check if a smaller reporting company)Smaller reporting company ̈


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No x


As of July 1, 2016 , the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $9,619,505,818 (based on the closing price of the common stock of $25.60 per share on that date, as reported on the New York Stock Exchange and, for purposes of this computation only, the assumption that all of the registrant’s directors and executive officers are affiliates and that beneficial holders of 5% or more of the outstanding common stock are not affiliates).


As of January 27, 2017 , there were 378,721,050 shares of the registrant’s common stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE


Part III of this Form 10-K incorporates by reference to portions of the registrant’s proxy statement for its 2017 annual meeting of stockholders.











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EXPLANATORY NOTE





The sole purpose of this Amendment No.1 on Form 10-K/A (the “Amendment”) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was originally filed with the Securities and Exchange Commission on February 3, 2017 (“the Original Filing”), is to include the following exhibit:





Exhibit


Number  Description


23.1             Consent of PricewaterhouseCoopers LLP.





The Company had in its possession an executed copy of Exhibit 23.1, dated as of the date of the Original Filing, at the time of such filing; however, Exhibit 23.1 was inadvertently omitted from the Original Filing. The sole purpose of this Amendment is to correct this inadvertent omission of the consent from the Original Filing.





This Amendment speaks as of the date of the Original Filing. Except as noted herein, the Amendment does not modify or update in any way disclosures made in the Original Filing (other than to include Exhibit 23.1 as described above), or reflect events that may have occurred subsequent to the Original Filing.





This Amendment contains only the exhibit to the Original Filing that is being corrected and new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Unaffected parts or exhibits of the Original Filing are not included herein. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time of the Original Filing.











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INDEX TO EXHIBITS


References in this Index to Exhibits to the “Registrant” are to Hanesbrands Inc. The Registrant will furnish you, without charge, a copy of any exhibit, upon written request. Written requests to obtain any exhibit should be sent to Corporate Secretary, Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105.





ExhibitNumberDescription23.1Consent of PricewaterhouseCoopers LLP.31.1Certification of Gerald W. Evans, Jr., Chief Executive Officer.31.2Certification of Richard D. Moss, Chief Financial Officer.











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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 23 rd day of February 2017.





HANESBRANDS INC./s/ Gerald W. Evans, Jr.Gerald W. Evans, Jr.Chief Executive Officer








Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





SignatureCapacityDate/s/ Gerald W. Evans, Jr.Chief Executive Officer (principal executive officer)February 23, 2017Gerald W. Evans, Jr./s/ Richard D. MossChief Financial Officer(principal financial officer)February 23, 2017Richard D. Moss/s/ M. Scott LewisChief Accounting Officer and Controller (principal accounting officer)February 23, 2017M. Scott Lewis