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•	If your Hanesbrands shares are registered in your name and you requested and received your proxy materials by mail, an admission ticket is attached to your proxy card. Your admission ticket will serve as verification of your ownership.

•	If your Hanesbrands shares are registered in your name and you received your proxy materials electronically, your notice of annual meeting and Internet availability will serve as your admission ticket and as verification of your ownership.

•

If your Hanesbrands shares are held in a bank or brokerage account or by another nominee and you wish to attend the Annual Meeting and vote your shares in person, contact your bank, broker or other nominee to obtain a written legal proxy in order to vote your shares at the Annual Meeting. If you do not obtain a legal proxy from your bank, broker or other nominee, you will not be entitled to vote your shares in person at the Annual Meeting, but you may still attend the Annual Meeting if you bring a recent bank or brokerage statement or similar evidence of ownership showing that you owned shares of Hanesbrands common stock on February 18, 2014.

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•	The success of our Innovate-to-Elevate platforms allowed Hanesbrands to achieve record profitability with an adjusted operating profit* of $596 million in 2013 for an adjusted operating margin* of 12.9%, up 320 basis points from 2012.

•	Strong free cash flow allowed us to institute a regular quarterly dividend and end the year with approximately $1 billion in bond debt - within our target range for a ratio of long-term debt to EBITDA of 1.5 to 2.5 times.

•	We successfully completed the acquisition of Maidenform Brands, Inc. (“Maidenform”), a company with strong brands and a rich tradition in intimate apparel. We expect the acquisition to complement our Innovate-to-Elevate strategy, which incorporates our world-class brands, low-cost supply chain and product innovation.

•	The share price of our common stock rose 98.3% during fiscal 2013 and has risen 173.0% over the past three fiscal years.

•	To motivate our executive officers and align their interests with those of our stockholders, we provide annual incentives designed to reward our executive officers for the attainment of short-term goals and long-term incentives designed to reward them for both meeting performance goals and increasing stockholder value over time.

•	Performance-based compensation represents a substantial portion of our named executive officers’ total target direct compensation.

•

Our compensation program is designed to reward exceptional performance for sustained periods of time. By combining a three-year period for full vesting of equity awards with a mandatory one-year holding period following vesting (and policies prohibiting hedging or pledging of such shares), a substantial portion of the value of our executives’ compensation package is tied to stock price appreciation, and therefore at-risk, for a significant period of time. The Compensation Committee believes this design provides a desirable way to link executive compensation to long-term stockholder returns.

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•	held directly in your name as the stockholder of record; or

•	held for you in an account with a broker, bank or other nominee.

•

represented by your interest in the Hanesbrands stock fund in the Hanesbrands Inc. Retirement Savings Plan (the “401(k) Plan”), the Hanesbrands Inc. Salaried Retirement Savings Plan of Puerto Rico (the “Puerto Rico Salaried 401(k) Plan”) or the Hanesbrands Inc. Hourly Retirement Savings Plan of Puerto Rico (the “Puerto Rico Hourly 401(k) Plan,” and together with the 401(k) Plan and the Puerto Rico Salaried 401(k) Plan, the “401(k) Plans”); or

•	credited to your account in the Hanesbrands Inc. Employee Stock Purchase Plan of 2006 (the “Employee Stock Purchase Plan”).

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•	If your shares of Hanesbrands common stock are registered in your name and you requested and received your proxy materials by mail, an admission ticket is attached to your proxy card. Your admission ticket will serve as verification of your ownership.

•	If your shares of Hanesbrands common stock are registered in your name and you received your proxy materials electronically, your notice of annual meeting and Internet availability will serve as your admission ticket and as verification of your ownership.

•

If your shares of Hanesbrands common stock are held in a bank or brokerage account or by another nominee and you wish to attend the Annual Meeting and vote your shares in person, contact your bank, broker or other nominee to obtain a written legal proxy in order to vote your shares at the Annual Meeting. If you do not obtain a legal proxy from your bank, broker or other nominee, you will not be entitled to vote your shares of Hanesbrands common stock in person at the Annual Meeting, but you may still attend the Annual Meeting if you bring a recent bank or brokerage statement or similar evidence of ownership showing that you owned the shares on the Record Date.

•	are present in person at the Annual Meeting and your shares are registered in your name or you have a proxy from your bank, broker or other nominee to vote your shares; or

•	have properly executed and submitted a proxy card, or authorized a proxy over the telephone or the Internet, prior to the Annual Meeting.

•

The election of directors will be determined by a plurality of the votes cast at the Annual Meeting. This means that the nine nominees receiving the highest number of “FOR” votes will be elected as directors. Withheld votes and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the proposal to elect directors. However, pursuant to our Corporate Governance Guidelines, if in an uncontested election for director the number of votes affirmatively withheld as to a nominee for director (whether or not an incumbent) exceeds the number of votes affirmatively cast for such nominee, the nominee will offer, following certification of the election

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•	The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement requires the votes cast in favor of the proposal to exceed the votes cast against the proposal. Abstentions and broker non-votes are not treated as votes cast, and therefore will have no effect on the proposal.

•	The ratification of the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as Hanesbrands’ independent registered public accounting firm requires the votes cast in favor of the proposal to exceed the votes cast against the proposal. Abstentions are not treated as votes cast, and therefore will have no effect on the proposal.

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•	Corporate Management Experience and Financial Literacy — served in senior leadership positions with a large organization and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	International Business Experience — served in senior leadership positions with a company engaged in international business

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•	Corporate Governance Experience — gained experience in corporate governance through service as a director of other public companies

•	Corporate Management Experience — served in senior leadership positions in a large organization and has experience with corporate management issues

•	Practical Expertise — served as Vice President, Corporate Secretary and Assistant General Counsel of The Boeing Company, where he gained practical expertise in the area of corporate governance and significant business and financial issues

•	Corporate Governance Experience — gained additional experience in the oversight and administration of governance policies and programs through service as a director of other public companies, as well as through his position as Corporate Secretary of The Boeing Company

•	Corporate Management Experience and Financial Literacy — served in senior leadership positions with large organizations and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	Practical Expertise — serves in a policy-making role that is relevant to Hanesbrands’ international activities; also has practical expertise in the areas of environmental policy, labor and human rights advocacy and non-governmental organization relationships

•	Corporate Governance Experience — gained experience in corporate governance through service as a director of a privately held protein biomarker discovery and clinical diagnostics company

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•	Corporate Management Experience and Financial Literacy — served in senior leadership positions with large organizations and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	Chief Executive Officer Experience — has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company

•	International Business Experience — served in senior leadership positions with companies engaged in international business

•	Industry Experience — served in senior leadership positions with companies in the consumer products industry

•	Corporate Governance Experience — gained experience in corporate governance through service as a director of other public companies

•	Corporate Management Experience and Financial Literacy — served in senior leadership positions in a large organization and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	Chief Executive Officer Experience — has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company

•	International Business Experience — served in senior leadership positions with a company engaged in international business

•	Industry Experience — served in senior leadership positions with a company in the consumer products industry

•	Corporate Governance Experience — gained experience in corporate governance through service as a director of other public companies

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•	Corporate Management Experience and Financial Literacy — served in senior leadership positions with large organizations and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	Chief Executive Officer Experience — has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company

•	Chief Financial Officer Experience — possesses financial acumen and an understanding of financial matters and the preparation and analysis of financial statements

•	Industry Experience — served in senior leadership positions with companies in the consumer products industry

•	Corporate Governance Experience — gained experience in corporate governance through service as a director of other public companies

•	Corporate Management Experience and Financial Literacy — served in senior leadership positions with large organizations and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	Chief Executive Officer Experience — has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company

•	International Business Experience — served in senior leadership positions with companies engaged in international business

•	Industry Experience — served in senior leadership positions with companies in the consumer products industry

•	Extensive Knowledge of the Company’s Business — has extensive knowledge of Hanesbrands’ business and the apparel industry

•	Corporate Governance Experience — gained experience in corporate governance through service as a director of another public company

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•	Corporate Management Experience and Financial Literacy — served in senior leadership positions in large organizations and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	Chief Executive Officer Experience — has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company

•	Industry Experience — served in senior leadership positions with companies in the consumer products industry

•	Corporate Governance Experience — gained experience in corporate governance through service as a director of other public companies

•	Corporate Management Experience and Financial Literacy — served in senior leadership positions with large organizations and has experience with corporate management issues, including preparing or overseeing the preparation of financial statements

•	Industry Experience — served in senior leadership positions with companies in the consumer products industry

•	Corporate Governance Experience — gained experience in corporate governance through service as a director of another public company

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•	focused on aligning senior management and stockholder interests in a simple, quantifiable and unifying manner;

•	necessary to attract, retain and motivate the executive team to support the attainment of our business strategy and operating imperatives; and

•	reasonable in comparison to our peer group companies.

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•	presiding at all meetings of the Board of Directors in the absence of, or upon the request of, the Chairman of the Board;

•	advising the Chairman of the Board and/or the Corporate Secretary regarding the agendas for meetings of the Board of Directors;

•	calling meetings of the non-management and/or independent directors, with appropriate notice;

•	advising the Governance and Nominating Committee and the Chairman of the Board on the membership of the various Board committees and the selection of committee chairs;

•	advising the Chairman of the Board on the retention of advisors and consultants who report directly to the Board of Directors;

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•	advising the Chairman of the Board and Chief Executive Officer, as appropriate, on issues discussed at executive sessions of non-management and/or independent directors;

•	with the Chairman of the Compensation Committee, reviewing with the Chief Executive Officer the non-management directors’ annual evaluation of his performance;

•	serving as principal liaison between the non-management and/or independent directors, as a group, and the Chairman of the Board, as necessary;

•	serving as principal liaison between the Board of Directors and Hanesbrands’ stockholders, as appropriate, after consultation with the Chief Executive Officer; and

•	selecting an interim lead independent director to preside over meetings at which he cannot be present.

•

The Board has delegated primary responsibility for the oversight of Hanesbrands’ risk management function to the Audit Committee. The Audit Committee discusses policies with respect to risk assessment and risk management, including significant financial risk exposures and the steps our management has taken to monitor, control and report such exposures. Management of Hanesbrands undertakes, and the Audit Committee reviews and discusses, an annual assessment of Hanesbrands’ risks on an enterprise-wide basis. The manner in which the Board oversees risk management is not a factor in the Board’s choice of leadership structure.

•	Our Compensation Committee is responsible for the oversight of risk associated with our compensation practices and policies.

•	Our Governance and Nominating Committee is responsible for the oversight of Board processes and corporate governance related risks.

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*	Chair of the committee

•	the integrity of our financial statements, financial reporting process and systems of internal accounting and financial controls;

•	our compliance with legal and regulatory requirements;

•	the independent auditors’ qualifications and independence; and

•	the performance of our internal audit function and independent auditor.

•	reviewing and approving the total compensation philosophy covering our executive officers and other key executives and periodically reviewing an analysis of the competitiveness of our total compensation practices in relation to those of our peer group;

•	with respect to our executive officers other than Mr. Noll, reviewing and approving the base salaries, salary ranges and the salary increase program pursuant to our executive salary administration program, the applicable standards of performance to be used in incentive compensation plans and the grant of equity incentives;

•	recommending changes in non-employee director compensation to the Board of Directors;

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•	reviewing proposed stock incentive plans, other long-term incentive plans, stock purchase plans and other similar plans, and all proposed changes to such plans;

•	reviewing the results of any stockholder advisory votes regarding our executive compensation and recommending to the Board how to respond to such votes; and

•	recommending to the Board whether to have an annual, biannual or triennial advisory stockholder vote regarding executive compensation.

•	identifying individuals qualified to serve on the Board of Directors, consistent with criteria approved by the Board of Directors;

•	recommending that the Board of Directors select a slate of director nominees for election by our stockholders at the Annual Meeting of Stockholders, in accordance with our charter and bylaws and with Maryland law;

•	recommending candidates to the Board of Directors to fill vacancies on the Board or on any committee of the Board in accordance with our charter and bylaws and with Maryland law;

•	evaluating and recommending to the Board of Directors a set of corporate governance policies and guidelines to be applicable to the Company;

•	re-evaluating periodically such policies and guidelines for the purpose of suggesting amendments to them as appropriate; and

•	overseeing annual evaluations in accordance with NYSE listing standards.

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•	the business purpose of the transaction;

•	whether the transaction is entered into on an arm’s-length basis on terms fair to us; and

•	whether such a transaction would violate any provisions of our Global Code of Conduct.

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•	if the communication relates to financial or accounting matters, forward the communication to the Audit Committee or discuss it at the next scheduled Audit Committee meeting;

•	if the communication relates to executive officer compensation matters, forward the communication to the Compensation Committee or discuss it at the next scheduled Compensation Committee meeting;

•	if the communication relates to the recommendation of the nomination of an individual to the Board, forward the communication to the Governance and Nominating Committee or discuss it at the next scheduled Governance and Nominating Committee meeting;

•	if the communication relates to the operations of Hanesbrands, forward the communication to the appropriate officers of Hanesbrands for proper handling and, if appropriate, the response to such communication, and report on the handling of and forward the response to such communication to the Board at the next scheduled Board meeting; or

•	if the communication does not fall within one of the prior categories, forward the communication to the addressees or discuss it at the next scheduled Board meeting.

•	personal and professional ethics and integrity;

•	diversity among the existing Board members, including racial and ethnic background and gender;

•	specific business experience and competence, including whether the candidate has experience in, and possesses an understanding of, business issues applicable to the success of a large publicly-traded company and whether the candidate has served in policy-making roles in business, government, education or other areas that are relevant to our global activities;

•	financial acumen, including whether the candidate, through education or experience, has an understanding of financial matters and the preparation and analysis of financial statements;

•	the ability to represent our stockholders as a whole;

•	professional and personal accomplishments, including involvement in civic and charitable activities;

•	experience with enterprise level risk management;

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•	educational background; and

•	whether the candidate has expressed a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively and is committed to service on the Board of Directors.

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•	an annual cash retainer of $80,000, paid in quarterly installments;

•	an additional annual cash retainer of $20,000 for the chair of the Audit Committee (currently, Mr. Nelson), $15,000 for the chair of the Compensation Committee (currently, Mr. Schindler) and $15,000 for the chair of the Governance and Nominating Committee (currently, Mr. Johnson);

•	an additional annual cash retainer of $5,000 for each member of the Audit Committee other than the chair (currently, Mr. Griffin, Ms. Mathews, Mr. Moran and Ms. Ziegler);

•	an additional annual cash retainer of $20,000 for the Lead Director (currently, Mr. Mulcahy);

•	an annual grant of restricted stock units with a grant date fair value of approximately $120,000, payable upon vesting in whole shares of Hanesbrands common stock; and

•	reimbursement of customary expenses for attending Board, committee and stockholder meetings.

(1)	Amounts shown include deferrals to the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan, or the “Director Deferred Compensation Plan.”

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(2)

The dollar values shown reflect the aggregate grant date fair value of awards during 2013, computed in accordance with Topic 718 of the FASB Accounting Standards Codification. The assumptions we used in valuing these awards are described in Note 5, “Stock-Based Compensation,” to our consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 28, 2013.

(3)

Amounts shown represent (i) the grant date fair value of the annual grant of restricted stock units which was made on December 10, 2013 to each director in consideration of his or her service on the Board of Directors in 2014 and (ii) the grant date fair value of the pro-rated portion of the annual grant of restricted stock units for 2013 which was made on July 23, 2013 to Mr. Moran in consideration of his service on the Board of Directors in 2013. Equity awards are approved as a dollar amount, which on the grant date is converted into a specific whole number of restricted stock units. These restricted stock units vest on the one-year anniversary of the grant date and are payable immediately upon vesting in shares of our common stock on a one-for-one basis. The number of restricted stock units held by each non-employee director other than Mr. Moran as of December 28, 2013 was 1,818. Mr. Moran held 2,942 restricted stock units as of December 28, 2013.

(4)	As of December 28, 2013:

•	Mr. Chaden held stock options to purchase 176,178 shares of common stock;

•	Mr. Griffin held stock options to purchase 22,476 shares of common stock; and

•	Ms. Ziegler held stock options to purchase 5,643 shares of common stock.

(5)	Mr. Moran was elected to the Board of Directors on July 15, 2013. Mr. Moran’s compensation for 2013 was prorated to reflect the commencement date of his Board service.

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•	To motivate our executive officers and align their interests with those of our stockholders, we provide annual incentives designed to reward our executive officers for the attainment of short-term goals and long-term incentives designed to reward them for both meeting performance goals and increasing stockholder value over time.

•	Performance-based compensation represents a substantial portion of our named executive officers’ total target direct compensation.

•

Our compensation program is designed to reward exceptional performance for sustained periods of time. By combining a three-year vesting period for equity awards with a mandatory one-year holding period following vesting (and policies prohibiting hedging or pledging of such shares), a substantial portion of the value of our executives’ compensation package is tied to stock price appreciation, and therefore at-risk, for a significant period of time. The Compensation Committee believes this design provides a desirable way to link executive compensation to long-term stockholder returns.

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•	achieving consistent and strategic annual results and long-term business objectives;

•	using an appropriate mix of cash and equity;

•	emphasizing a “pay-for-performance” culture by establishing a link between a substantial percentage of an executive’s compensation and stockholders’ value growth;

•	effectively managing the cost of programs by delivering a meaningful portion of executive pay in variable, performance-based compensation; and

•	providing a balanced total compensation program to ensure senior management is not encouraged to take unnecessary and excessive risks that may harm the Company.

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•	The success of our Innovate-to-Elevate platforms allowed Hanesbrands to achieve record profitability with an adjusted operating profit* of $596 million in 2013 for an adjusted operating margin* of 12.9%, up 320 basis points from 2012.

•	Strong free cash flow allowed us to institute a regular quarterly dividend and end the year with approximately $1 billion in bond debt - within our target range of long-term debt to EBITDA of 1.5 to 2.5 times.

•	We successfully completed the acquisition of Maidenform Brands, Inc. (“Maidenform”), a company with strong brands and a rich tradition in intimate apparel. The acquisition will complement our Innovate-to-Elevate strategy, which integrates our world-class brands, low-cost supply chain and product innovation.

•	The share price of our common stock rose 98.3% during fiscal 2013 and has risen 173.0% over the past three fiscal years.

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•	that have comparable business models and strategy;

•	with whom we compete for talent, capital and customers; and

•	of a similar size and complexity.

•	in apparel and/or other general consumer product (non-durable goods) industries;

•	with multiple distribution channels and wholesale operations;

•	of a similar revenue size, market capitalization and margins;

•	that consider us to be a peer for compensation purposes plus the peer companies identified by our apparel peer companies;

•	used by us for financial comparison purposes; and

•	used in the most recent ISS peer group for purposes of the chief executive officer pay-for-performance test.

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•	the AIP; and

•	the PSCA portion of LTIP compensation, which is denominated and payable 40% in cash and 60% in stock.

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•	PSCAs; and

•	time-vested RSUs.

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•

The cash portion of the PSCA will be paid in February 2016. A target value was set for the award at the time of grant, as well as a maximum value which is equal to 200% of the target value. The amount earned under the cash portion of the PSCA will be based on a weighted average, expressed as the sum of the following amounts for each fiscal year during the three-year program: (i) the achievement percentage for that fiscal year, multiplied by (ii) the target value for the award. As a result of our record performance for the fiscal year ended December 28, 2013, each of our named executive officers earned amounts under the cash portion of the PSCA equal to 175.5% of their target amounts.

•

The stock portion of the PSCA will vest three years after the grant date. The number of shares of common stock that will be received upon vesting of the stock award will range from 0% to 200% of the number of units granted based on our achievement in 2013 of our pre-established performance metrics. As a result of our record performance for the fiscal year ended December 28, 2013, each of our named executive officers earned amounts under the stock portion of the PSCA equal to 175.5% of their target amounts.

•

Restricted stock units vest 33%, 33% and 34% on the first anniversary, second anniversary and third anniversary, respectively, of the date of grant, conditioned on continued employment with us. The award provides for accelerated vesting in the event of a qualifying termination of employment for death, disability, retirement or involuntary termination or a change in control as determined at the time of grant.

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•

First, the SERP provides for employer contributions to employees whose compensation exceeds a threshold set by the Internal Revenue Code. Although, as described above, the 401(k) Plan provides for employer contributions to our named executive officers at the same percentage of their eligible compensation as provided for all employees who participate in the 401(k) Plan, compensation and benefit limitations imposed on the 401(k) Plan by the Internal Revenue Code generally prevent us from making the entire amount of the employer contributions contemplated by the 401(k) Plan with respect to any employee whose compensation exceeds a threshold set by Internal Revenue Code provisions, which threshold was $255,000 for 2013. The SERP provides to those employees whose compensation exceeds this threshold, including our named executive officers, benefits that would be earned under the 401(k) Plan but for these limitations.

•

Second, the SERP provided benefits consisting of transitional defined contribution credits for one to five years and ranging from 4% to 15% of eligible compensation to a broad group of executives in connection with our transition from providing both a defined benefit plan (as discussed above, the Pension Plan is frozen) and a defined contribution plan to providing only defined contribution plans, to mitigate the negative impact of that transition. The determination of the credits provided to an executive was based on the extent to which such executive was negatively impacted by the transition, including the executive’s age and years of service as an executive as of January 1, 2006. All transitional defined contribution credits ceased in 2010.

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(1)	The amounts shown include deferrals to the 401(k) Plan and the Executive Deferred Compensation Plan.

(2)	In connection with the departure of our former chief financial officer in May 2011, Mr. Moss received a retention award with a value of $275,000, payable in cash on August 1, 2012, provided that Mr. Moss was actively employed by the Company on such date.

(3)

The amounts shown reflect the aggregate grant date fair value of awards during the year shown, computed in accordance with Topic 718 of the FASB Accounting Standards Codification. The assumptions we used in valuing these awards are described in Note 5, “Stock-Based Compensation,” to our consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 28, 2013. These amounts do not correspond to the actual value that may be recognized by the officer. Additional information regarding outstanding awards, including exercise prices and expiration dates, can be found in the “Outstanding Equity Awards” table. The amounts shown under “Stock Awards” include grants of both restricted stock units and the portion of the PSCA payable in stock or performance share awards, as shown below:

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(4)	The amounts represent the aggregate of the amounts earned for such year under the AIP, which amounts were paid after the end of such year, and the amounts earned for such year under the portion of the PSCA payable in cash, as shown below:

(5)	Neither the Executive Deferred Compensation Plan nor the SERP provide for “above-market” or preferential earnings as defined in applicable SEC rules. Increases in pension values are determined for the periods presented; because the

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(6)

For the fiscal year ended December 28, 2013, the amounts shown in the “All Other Compensation” column include the following: (i) premiums for an insurance policy on the life of each of the officers ($29,508 for Mr. Noll, $24,116 for Mr. Moss, $17,536 for Mr. Evans, $25,288 for Mr. Nictakis and $10,642 for Ms. Johnson); (ii) premiums on accidental death and dismemberment insurance for each of the officers ($90 for each of the officers); (iii) premiums on long-term disability insurance for each of the officers ($10,505 for Mr. Noll, $5,491 for Mr. Moss, $7,023 for Mr. Evans, $6,924 for Mr. Nictakis and $4,154 for Ms. Johnson); (iv) our contributions pursuant to the defined contribution retirement program, which consists of the qualified 401(k) Plan ($20,200 for each of the officers) and the nonqualified SERP ($274,494 for Mr. Noll, $75,937 for Mr. Moss, $128,045 for Mr. Evans, $127,628 for Mr. Nictakis and $67,304 for Ms. Johnson); (v) entertainment, meals and gifts for the officer totaling less than $3,000 per person (Mr. Moss, Mr. Evans, Mr. Nictakis and Ms. Johnson) and the officer’s spouse totaling less than $1,500 per person (Mr. Moss, Mr. Evans and Mr. Nictakis) in connection with a business function.

(7)	Mr. Moss became our Chief Financial Officer on October 1, 2011.

(1)	The amounts shown in the “Grant Date Fair Value” column reflect the aggregate grant date fair value of the awards, computed in accordance with Topic 718 of the FASB Accounting Standards Codification.

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(2)	This award is the AIP award for the fiscal year ended December 28, 2013. See “Annual Incentive Plan (AIP)” for a discussion of the amounts paid under the AIP for the fiscal year ended December 28, 2013.

(3)

This award is the portion of the LTIP award for 2014 that consists of the PSA. This award will vest on the third anniversary of the grant date, and the number of shares of common stock that will vest will range from 0% to 200% of the number of units granted based on our achievement of pre-established performance metrics for our 2014 fiscal year. Once vested, this award will be paid in shares of our common stock distributed to participants following the vesting date. See “Long-Term Incentive Program (LTIP)” for a discussion of these awards.

(4)	Represents the grant date fair value of the portion of the LTIP award for 2014 that consists of the PSA, assuming achievement at the target level.

(5)	This award represents the portion of the LTIP award for 2014 that consists of restricted stock units. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant. See “Long-Term Incentive Program (LTIP)” for a discussion of these awards.

(6)

This award represents an interim grant of restricted stock units in connection with Mr. Evans’ compensation adjustments on July 23, 2013 related to his increased scope of responsibility as sole Chief Operating Officer. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant. See “Long-Term Incentive Program (LTIP)” for a discussion of this award.

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(1)	Calculated by multiplying $69.35, the closing market price of our common stock on December 27, 2013, by the number of restricted stock units which have not vested.

(2)

This award was granted on December 10, 2013 and is the portion of the LTIP award for 2014 that consists of performance shares. This award will vest on the third anniversary of the grant date, and the number of shares of common stock that will vest will range from 0% to 200% of the number of units granted based on the Company’s achievement of certain performance targets for its 2014 fiscal year discussed above.

(3)

Represents the number of shares of our common stock that can be issued on the vesting date, based on the Company’s achievement of certain performance metrics for its 2014 fiscal year discussed above, assuming achievement of the target level of performance. The ranges of shares that can be issued at the vesting date, based on actual performance is from 0 shares to 80,000 shares for Mr. Noll, 16,728 shares for Mr. Moss, 29,090 shares for Mr. Evans, 15,272 shares for Mr. Nictakis and 12,728 shares for Ms. Johnson.

(4)

Calculated by multiplying $69.35, the closing market price of our common stock on December 27, 2013, by the number of performance shares granted, assuming achievement at the target level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on the Company’s achievement of certain performance targets for its 2014 fiscal year discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $5,548,000 for Mr. Noll, $1,160,087 for Mr. Moss, $2,017,392 for Mr. Evans, $1,059,113 for Mr. Nictakis and $882,687 for Ms. Johnson (if the maximum number of shares were to be received).

(5)	This award was granted on December 10, 2013. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant.

(6)	This award was granted on December 4, 2012 and is the portion of the 2013 LTIP award that consists of the PSCA payable in stock. The market value is calculated by multiplying $69.35, the closing market price of our common stock on December 27, 2013, by the number of unvested shares. This award will vest on the third anniversary of the grant date.

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(7)	This award was granted on December 4, 2012. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant.

(8)	This award was granted on December 6, 2011 and is the portion of the 2012 LTIP award that consists of the PSCA payable in stock. The market value is calculated by multiplying $69.35, the closing market price of our common stock on December 27, 2013, by the number of unvested shares. This award will vest on the third anniversary of the grant date.

(9)	This award was granted on December 6, 2011. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant.

(10)	These stock options were granted on December 6, 2010. The stock options vested 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

(11)	These stock options were granted on December 8, 2009. The stock options vested 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

(12)	These stock options were granted on December 9, 2008. The stock options vested 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

(13)	These stock options were granted on February 4, 2008. The stock options vested 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

(14)	This award was granted on July 23, 2013. The restricted stock units vest 33%, 33% and 34% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant.

(15)	These stock options were granted on February 5, 2007. The stock options vested 33%, 34% and 33% on the first anniversary, the second anniversary and the third anniversary, respectively, of the date of grant and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

(16)	These stock options were granted on September 26, 2006. The stock options vested 50% on August 31, 2007 and 50% on August 31, 2008 and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

(17)	These stock options were granted on September 26, 2006. The stock options were vested and exercisable on the date of grant and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

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(1)

Of the shares of common stock reflected in the table for Mr. Moss, 7,932 shares with an aggregate value received on vesting of $548,181 were deferred into a stock equivalent account balance under the Executive Deferred Compensation Plan. Balances in this account may not be reallocated and are settled on a share-for-share basis of our common stock at the time specified by the executive at the time of the deferral election, which in no case shall be prior to the January 1 following the first anniversary of the date the deferral election is made.

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(1)

Present values for the Pension Plan are computed as of December 28, 2013, using a discount rate of 5% and healthy mortality table (the 2014 Static Mortality Table for Annuitants and Nonannuitants per §1.430(h)(3)-1(e)). For the pension benefit, we assume 40% of males elect a single life annuity and 60% select a 50% joint and survivor annuity, and that 65% of females elect a single life annuity and 35% select a 50% joint and survivor annuity. For the retirement benefit, we assume that 70% of males elect a six-year certain only annuity, 12% select a single life annuity and 18% select a 50% joint and survivor annuity, and that 70% of females elect a six-year certain only annuity, 19.5% select a single life annuity and 10.5% select a 50% joint and survivor annuity. When calculating the six-year certain only annuity, a 3.8% interest rate and the mortality prescribed under Revenue Ruling 2001-62 is assumed for converting the single life annuity benefit to an actuarial equivalent six-year certain only annuity. If a participant has both a pension benefit and a retirement benefit, the payment form assumption is applied to each benefit amount separately, in all cases assuming the participant commences each portion of the benefit at the earliest unreduced age. Benefits under the Defined Benefit Component of the SERP are payable as a lump sum, which lump sum has been computed using the SERP’s interest rate of 4.5% (120% of the November 30-year Treasury rate for each year, rounded to the nearest 1/4%) and the mortality prescribed under Revenue Ruling 2001-62. Present values as of December 28, 2013 of the SERP lump sum are determined using a discount rate of 4.5%. For both the Pension Plan and the SERP, we also used the following assumptions: (i) the portion of the benefit that is payable as an unreduced benefit at age 62, the earliest unreduced commencement age under the Pension Plan for the pension benefit and the SERP, was valued at age 62 assuming the officer continues to work until that age in order to become eligible for unreduced benefits, (ii) the portion of the benefit that is payable as an unreduced benefit at age 65, the earliest unreduced commencement age under the Pension Plan for the retirement benefit, was valued at age 65 assuming the officer survives until that age in order to become eligible to receive the retirement benefit unreduced and (iii) the values of the benefits have been discounted assuming the officer continues to live until the assumed benefit commencement age (no mortality discount has been applied). All of the foregoing assumptions, except for the assumption that the officer lives and works until retirement, which we have used in light of SEC rules, are the same as those we use for financial reporting purposes under generally accepted accounting principles.

(2)	Mr. Moss, Mr. Nictakis and Ms. Johnson do not have any pension benefits because they were not eligible to accrue benefits prior to December 31, 2005.

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(1)	Represents shares of common stock that vested during 2013 and were deferred into a stock equivalent account under the plan.

(2)	No portion of these earnings were included in the Summary Compensation Table because the Executive Deferred Compensation Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.

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(1)	A named executive officer who is terminated by us for cause, or who voluntarily resigns (other than at our request) or retires, will receive no severance benefit.

(2)

If the employment of a named executive officer is terminated by us for any reason other than for cause, or if such an officer terminates his or her employment at our request, we will pay that officer benefits for a period of 12 to 24 months depending on his or her position and combined continuous length of service with us and with our former parent company. The monthly severance benefit that we would pay to each such officer is based on the officer’s base salary (and, in limited cases, AIP amounts), divided by 12. To receive these payments, the named executive officer must sign an agreement that prohibits, among other things, the officer from working for our competitors, soliciting business from our customers, attempting to hire our employees and disclosing our confidential information. The named executive officer also must agree to release any claims against us. Payments terminate if the terminated named executive officer becomes employed by one of our competitors. The terminated named executive officer also would receive a pro-rated payment under any incentive plans applicable to the fiscal year in which the termination occurs based on actual full fiscal year performance. We have not estimated a value for these incentive plan payments because the named executive officer would be entitled to such payments if employed by us on the last day of our fiscal year, regardless of whether termination occurred.

(3)

Includes both involuntary Company-initiated terminations of employment and terminations by the named executive officer due to “good reason” as defined in the officer’s Severance Agreement. No severance payments would be made upon a change in control if the named executive officer continues to be employed by us. The named executive officer receives a lump sum payment, two times (or three times in the case of Mr. Noll) his or her cash compensation, consisting of base salary, the greater of their current target or their average actual AIP amounts over the prior three years and the

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(4)

Upon a change in control, as defined in the Omnibus Incentive Plan, the treatment of outstanding awards upon the occurrence of a change in control will be determined by the Compensation Committee at the time such awards are granted and set forth in the applicable award agreement. To date, all outstanding stock awards granted under the plan, including those to our named executive officers, fully vest upon a change in control regardless of whether a termination of employment occurs. Restricted stock units and PSCAs payable in stock are valued based upon the number of unvested units multiplied by the closing price of our common stock on December 27, 2013. No payments would be made with respect to the cash portion of the PSCA granted for the 2013-2015 period because those awards provide that no payments occur for employment terminations following a change in control unless the performance period under such program is more than 50% complete.

(5)

Reflects outplacement services ($7,650 for each of the officers). The terminated named executive officer’s eligibility to participate in our medical, dental and executive life insurance plans would continue for the same number of months for which he or she is receiving severance payments. However, these continued welfare benefits are available to all salaried employees and do not discriminate in scope, terms or operation in favor of our named executive officers compared to the involuntary termination benefits offered to all salaried employees. The terminated named executive officer’s participation in all other benefit plans would cease as of the date of termination of employment.

(6)

Reflects health and welfare benefits continuation ($157,440 for Mr. Noll, $93,713 for Mr. Moss, $73,613 for Mr. Evans, $89,349 for Mr. Nictakis and $39,226 for Ms. Johnson), for three years, with respect to Mr. Noll, and two years, with respect to Mr. Moss, Mr. Evans, Mr. Nictakis and Ms. Johnson, of scheduled company matching contributions to our defined contribution plans calculated based on current base salary and target AIP amounts ($393,162 for Mr. Noll, $97,881 for Mr. Moss, $135,335 for Mr. Evans, $134,502 for Mr. Nictakis and $80,701 for Ms. Johnson) and outplacement services ($7,650 for each of the named executive officers). In computing the value of continued participation in our medical, dental and executive insurance plans, we have assumed that the current cost to us of providing these plans will increase annually at a rate of 6%.

(7)

In the event that any payments made in connection with a change in control would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we will make tax equalization payments for all named executive officers except Mr. Moss with respect to the officer’s compensation for all federal, state and local income and excise taxes, and any penalties and interest, but only if the total payments made in connection with a change in control exceed 330% of such officer’s “base amount” (as determined under Section 280G(b) of the Internal Revenue Code and which consists of the average total taxable compensation we paid to the named executive officer for the five calendar years ending prior to the change in control). Otherwise, the payments made to such officer in connection with a change in control that are classified as parachute payments will be reduced so that the value of the total payments to such officer is one dollar ($1) less than the maximum amount such officer may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code. Beginning in 2011, we eliminated excise tax gross-ups with respect to severance or change in control agreements for new executive officers, and as a result no such provision is contained in Mr.  Moss’ Severance Agreement.

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*	Less than 1%.

(1)

While the amounts in the “Other” column for restricted stock units and stock equivalent units in deferred compensation plans do not represent a right of the holder to receive our common stock within 60 days, these amounts are being disclosed because we believe they further our goal of aligning senior management and stockholder interests. The value of the restricted stock units fluctuates based on changes in Hanesbrands’ stock price. Similarly, the value of stock equivalent units held in the Executive Deferred Compensation Plan or the Director Deferred Compensation Plan fluctuates based on changes in Hanesbrands’ stock price.

(2)

Beneficial ownership is determined under the rules and regulations of the SEC, which provide that a person is deemed to beneficially own all shares of common stock that such person has the right to acquire within 60 days. Although shares that a person has the right to acquire within 60 days are counted for the purposes of determining that individual’s beneficial ownership, such shares generally are not deemed to be outstanding for the purpose of computing the beneficial ownership of any other person. Share numbers in this column include shares of common stock subject to options exercisable within 60 days of February 18, 2014 as follows:

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(3)

Information in this table and footnote regarding this beneficial owner is based on Amendment No. 2 to Schedule 13G filed January 29, 2014 by BlackRock, Inc. (“BlackRock”) with the SEC. BlackRock, in its capacity as a parent holding company, may be deemed to beneficially own 6,211,756 shares of our common stock which are held of record by certain of its subsidiaries. BlackRock’s address is 40 East 52nd Street, New York, New York 10022.

(4)

Information in this table and footnote regarding this beneficial owner is based on Amendment No. 1 to Schedule 13G filed February 11, 2014 by The Vanguard Group, Inc. (“Vanguard”) with the SEC. Vanguard may be deemed to beneficially own 6,060,803 shares of our common stock. Vanguards’s beneficial ownership includes (i) 55,663 shares of our common stock beneficially owned through Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard and an investment manager of collective trust accounts and (ii) 6,800 shares of our common stock beneficially owned through Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard and an investment manager of Australian investment offerings. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)	Includes ownership through interests in the 401(k) Plan.

(6)	Includes 13,527 shares of common stock held by a trust of which Mr. Chaden is the sole trustee.

(7)	Includes 3,000 shares of common stock held by Ms. Mathews’ spouse.

(8)	Includes 1,900 shares of common stock held by a trust of which Ms. Ziegler is the sole trustee and sole beneficiary and 350 shares held by a member of Ms. Ziegler’s household.

(9)	Includes Elizabeth L. Burger, our Chief Human Resources Officer, W. Howard Upchurch, our President, Innerwear, John T. Marsh, our President, Activewear, Michael E. Faircloth, our President, Chief Global Operations Officer, and Michael S. Ryan, our Chief Accounting Officer.

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