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Via EDGAR Division of Corporation Finance Office of Trade & Services Form 10-K for the Fiscal Year ended December 31, 2022 Item 2.02 Forms 8-K filed February 2, 2023 and May 3, 2023 Response dated July 18, 2023 File No. 001-32891

Dear Messrs. Rhodes and Decker:

This letter responds to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“Commission”) contained in the letter from the Staff dated July 27, 2023 (the “Comment Letter”) in regard to the above-referenced Form 10-K and Item 2.02 Forms 8-K filed by Hanesbrands Inc. (the “Company”, “we” or “our”).

The Company’s responses to the comments presented in the Comment Letter are set forth below the full text of the Staff’s respective comment.

Item 2.02 Form 8-K filed February 2, 2023

Exhibit 99.1, page 3

1. We read your response to comment 2. Please provide us your proposed disclosure revisions.

Response: The Company acknowledges the staff’s comment and has proposed a presentation of reconciliation disclosure consistent with the format set out below, which the Company also presented in its earnings release for the period ended July 1, 2023 filed on August 10, 2023 as Exhibit 99.1 to its Current Report on Form 8-K:

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

August 10, 2023

Page

TABLE 6-A

HANESBRANDS INC.

Supplemental Financial Information

Reconciliation of Select GAAP Measures to Non-GAAP Measures

(in thousands, except per share data)

(Unaudited)

The following tables present a reconciliation of results as reported under GAAP to the results as adjusted for the quarter and six months ended July 1, 2023 and a comparison to prior year. The Company has chosen to present the following non-GAAP measures to investors to enable additional analyses of past, present and future operating performance and as a supplemental means of evaluating operations absent the effect of the Full Potential transformation plan and other actions that are deemed to be material stand-alone initiatives apart from the Company’s core operations. While these costs are not expected to continue for any singular transaction on an ongoing basis, similar types of costs, expenses and charges have occurred in prior periods and may recur in future periods depending upon future business plans and circumstances.

Restructuring and other action-related charges in 2023 and 2022 include the following:

Supply chain segmentation

Represents charges related to the supply chain segmentation to restructure and position the Company’s manufacturing network to align with its Full Potential transformation plan demand trends.

Headcount actions and related severance

Represents charges related to operating model initiatives primarily headcount actions and related severance charges and adjustments as a result of the implementation of the Company’s Full Potential transformation plan.

Technology

Represents technology charges related to the implementation of the Company’s technology modernization initiative which includes a global enterprise resource planning platform under its Full Potential transformation plan.

Gain/loss on classification of assets held for sale

Represents the gain/loss to adjust the valuation allowance related to the U.S. Sheer Hosiery business, which is held-for-sale, resulting primarily from the change in carrying value due to changes in working capital.

Professional services

Represents professional fees, primarily including consulting and advisory services, related to the implementation of the Company’s Full Potential transformation plan.

Loss on extinguishment of debt

Represents charges related to the redemption of the Company’s 4.625% Senior Notes and 3.5% Senior Notes in the first quarter of 2023.

Gain on final settlement of cross currency swap contracts

Primarily represents the remaining gain related to cross-currency swap contracts previously designated as cash flow hedges in AOCI which was released into earnings as the Company unwound the cross-currency swap contracts in connection with the redemption of the 3.5% Senior Notes at the time of settlement.

Tax effect on restructuring and other action-related charges

Represents the applicable effective tax rate on the restructuring and other action-related charges based on the jurisdiction of where the charges were incurred.

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Gross profit, as reported under GAAP

$ 482,737

$ 572,101

$ 932,430

$ 1,156,279

As a % of net sales

33.5 %

37.8 %

33.0 %

37.4 %

Restructuring and other action-related charges:

Full Potential transformation plan:

Supply chain segmentation

4,775

1,289

Headcount actions and related severance

—

—

—

Other

—

(2 )

—

(258 )

Gross profit, as adjusted

$ 482,989

$ 572,633

$ 937,205

$ 1,157,310

As a % of net sales

33.6 %

37.8 %

33.1 %

37.5 %

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

August 10, 2023

Page

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Selling, general and administrative expenses, as reported under GAAP

$ 413,333

$ 424,847

$ 805,707

$ 838,513

As a % of net sales

28.7 %

28.1 %

28.5 %

27.1 %

Restructuring and other action-related charges:

Full Potential transformation plan:

Technology

(3,062 )

(1,971 )

(7,283 )

(6,430 )

Gain (loss) on classification of assets held for sale

(7,338 )

4,340

(5,199 )

10,868

Professional services

(3,608 )

(7,086 )

(3,648 )

(14,994 )

Headcount actions and related severance

(3,716 )

(560 )

(2,845 )

1,094

Other

(85 )

(571 )

(432 )

(689 )

Selling, general and administrative expenses, as adjusted

$ 395,524

$ 418,999

$ 786,300

$ 828,362

As a % of net sales

27.5 %

27.7 %

27.8 %

26.8 %

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Operating profit, as reported under GAAP

$ 69,404

$ 147,254

$ 126,723

$ 317,766

As a % of net sales

4.8 %

9.7 %

4.5 %

10.3 %

Restructuring and other action-related charges:

Full Potential transformation plan:

Technology

3,062

1,971

7,283

6,430

(Gain) loss on classification of assets held for sale

7,338

(4,340 )

5,199

(10,868 )

Supply chain segmentation

4,775

1,289

Professional services

3,608

7,086

3,648

14,994

Headcount actions and related severance

3,716

2,845

(1,094 )

Other

Operating profit, as adjusted

$ 87,465

$ 153,634

$ 150,905

$ 328,948

As a % of net sales

6.1 %

10.2 %

5.3 %

10.6 %

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Interest expense, net and other expenses, as reported under GAAP

$ 81,868

$ 35,613

$ 155,091

$ 68,563

Restructuring and other action-related charges:

Loss on extinguishment of debt

—

—

(8,466 )

—

Gain on final settlement of cross currency swaps

—

—

1,370

—

Interest expense, net and other expenses, as adjusted

$ 81,868

$ 35,613

$ 147,995

$ 68,563

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

August 10, 2023

Page

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Income (loss) from continuing operations before income tax expense, as reported under GAAP

$ (12,464 )

$ 111,641

$ (28,368 )

$ 249,203

Restructuring and other action-related charges:

Full Potential transformation plan:

Technology

3,062

1,971

7,283

6,430

(Gain) loss on classification of assets held for sale

7,338

(4,340 )

5,199

(10,868 )

Supply chain segmentation

4,775

1,289

Professional services

3,608

7,086

3,648

14,994

Headcount actions and related severance

3,716

2,845

(1,094 )

Other

Loss on extinguishment of debt

—

—

8,466

—

Gain on final settlement of cross currency swaps

—

—

(1,370 )

—

Income from continuing operations before income tax expense, as adjusted

$ 5,597

$ 118,021

$ 2,910

$ 260,385

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Income tax expense, as reported under GAAP

$ 10,000

$ 18,980

$ 28,500

$ 42,365

Restructuring and other action-related charges:

Tax effect on restructuring and other action-related charges

—

1,085

—

1,901

Income tax expense, as adjusted

$ 10,000

$ 20,065

$ 28,500

$ 44,266

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Income (loss) from continuing operations, as reported under GAAP

$ (22,464 )

$ 92,661

$ (56,868 )

$ 206,838

Restructuring and other action-related charges:

Full Potential transformation plan:

Technology

3,062

1,971

7,283

6,430

(Gain) loss on classification of assets held for sale

7,338

(4,340 )

5,199

(10,868 )

Supply chain segmentation

4,775

1,289

Professional services

3,608

7,086

3,648

14,994

Headcount actions and related severance

3,716

2,845

(1,094 )

Other

Loss on extinguishment of debt

—

—

8,466

—

Gain on final settlement of cross currency swaps

—

—

(1,370 )

—

Tax effect on restructuring and other action-related charges

—

(1,085 )

—

(1,901 )

Income (loss) from continuing operations, as adjusted

$ (4,403 )

$ 97,956

$ (25,590 )

$ 216,119

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

August 10, 2023

Page

Quarters Ended1

Six Months Ended1

July 1,

July 2,

July 1,

July 2,

Diluted earnings (loss) per share from continuing operations, as reported under GAAP

$ (0.06 )

$ 0.26

$ (0.16 )

$ 0.59

Restructuring and other action-related charges:

Full Potential transformation plan:

Technology

0.01

0.01

0.02

0.02

(Gain) loss on classification of assets held for sale

0.02

(0.01 )

0.01

(0.03 )

Supply chain segmentation

0.00

0.00

0.01

0.00

Professional services

0.01

0.02

0.01

0.04

Headcount actions and related severance

0.01

0.00

0.01

0.00

Other

0.00

0.00

0.00

0.00

Loss on extinguishment of debt

—

—

0.02

—

Gain on final settlement of cross currency swaps

—

—

0.00

—

Tax effect on restructuring and other action-related charges

—

0.00

—

(0.01 )

Diluted earnings (loss) per share from continuing operations, as adjusted

$ (0.01 )

$ 0.28

$ (0.07 )

$ 0.62

Amounts may not be additive due to rounding.

Including the unfavorable foreign currency impact of $1 million, global Champion sales excluding C9 Champion decreased approximately 16% in the second quarter of 2023 compared to the second quarter of 2022. On a constant currency basis, global Champion sales excluding C9 Champion decreased approximately 15% in the second quarter of 2023 compared to the second quarter of 2022.

TABLE 6-B

HANESBRANDS INC.

Supplemental Financial Information

Reconciliation of Select GAAP Measures to Non-GAAP Measures

(in thousands, except per share data)

(Unaudited)

Last Twelve Months

July 1,

July 2,

Leverage Ratio:

EBITDA1:

Income (loss) from continuing operations

$ (394,875 )

$ 451,539

Interest expense, net

224,443

141,854

Income tax expense

470,042

62,539

Depreciation and amortization

105,475

105,079

Total EBITDA

405,085

761,011

Total restructuring and other action-related charges (excluding tax effect on actions)2

79,954

150,534

Other losses, charges and expenses3

149,874

101,691

Total EBITDA, as adjusted

$ 634,913

$ 1,013,236

Net debt:

Debt (current and long-term debt and Accounts Receivable Securitization Facility excluding long term debt issuance costs and debt discount of $38,475 and $14,674, respectively)

$ 3,750,750

$ 3,771,576

Other debt and cash adjustments4

3,587

3,908

(Less) Cash and cash equivalents

(191,832 )

(247,922 )

Net debt

$ 3,562,505

$ 3,527,562

Debt/Income (loss) from continuing operations5

(9.5 )

8.4

Net debt/EBITDA, as adjusted6

5.6

3.5

Earnings from continuing operations before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure.

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

August 10, 2023

Page

The last twelve months ended July 1, 2023 includes $21 million of supply chain segmentation charges, $13 million of technology charges, $13 million of professional services, $13 million of a loss on classification of assets held for sale, $12 million of headcount actions and related severance charges, $1 million related to other restructuring and other action-related charges, $8 million of a loss on extinguishment of debt and $1 million of a gain on the final settlement of cross currency swap contracts. The last twelve months ended July 2, 2022 includes $4 million of supply chain segmentation charges, $9 million of technology charges, $34 million of professional services, $27 million of a loss on classification of assets held for sale, $21 million of headcount actions and related severance charges, $10 million related to other restructuring and other action-related charges and $46 million loss on extinguishment of debt. The items included in restructuring and other action-related charges are described in more detail in Table 6-A.

Represents other losses, charges and expenses that can be excluded from the Company’s leverage ratio as defined under its Fifth Amended and Restated Credit Agreement, dated November 19, 2021, as amended. The last twelve months ended July 1, 2023, primarily includes $53 million of excess and obsolete inventory write-offs, $23 million in other compensation related items primarily stock compensation expense, $20 million in charges related to the ransomware attack, $19 million of pension non-cash expense, $13 million in charges related to sales incentive amortization, $10 million in charges related to unrealized losses due to hedging, $7 million of bad debt expense and $5 million of non-cash cloud computing expense. The last twelve months ended July 2, 2022, primarily includes $39 million of excess and obsolete inventory write-offs, $25 million in other compensation related items primarily stock compensation expense, $22 million of pension non-cash expense, $15 million in charges related to the ransomware attack and $1 million of bad debt expense.

Includes drawn letters of credit and cash balances in certain geographies.

Represents Debt divided by Income (loss) from continuing operations which is the most comparable GAAP financial measure to Net debt/EBITDA, as adjusted.

Represents the Company’s leverage ratio defined as Consolidated Net Total Leverage Ratio under its Fifth Amended and Restated Credit Agreement, dated November 19, 2021, as amended, which excludes other losses, charges and expenses in addition to restructuring and other action-related charges.

Quarters Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,

Free cash flow1:

Net cash from operating activities

$ 87,696

$ (209,885 )

$ 132,233

$ (441,074 )

Capital expenditures

(9,326 )

(18,609 )

(33,570 )

(37,946 )

Free cash flow

$ 78,370

$ (228,494 )

$ 98,663

$ (479,020 )

Free cash flow includes the results from continuing and discontinued operations in the periods prior to the sale of the European Innerwear business on March 5, 2022.

2. We read your response to comment 3. We continue to believe your non-GAAP adjustments to remove non-cash reserves recorded