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Gildan Activewear Inc 40-F/A, filed Mar 8, 2022

Gildan Activewear Inc. (GIL)

40-F/A 2022-03-08 For: 2022-01-02
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Added on August 22, 2026

About this 40-F/A

Gildan Activewear Inc filed this 40-F/A on March 8, 2022, covering the fiscal year ended January 2, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 40-F � Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 Or  Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For Fiscal year ended: January 2, 2022 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) Gildan USA Inc., 1980 Clements Ferry Road, Charleston, SC 29492, (843) 606-3600 (Name, address and telephone number of agent for service in the United States) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Shares GIL New York Stock Exchange Rights to Purchase Common Shares GIL New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this form: � Annual Information Form � Audited Annual Financial Statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Common Shares: 192,267,273 Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  No 


Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  No  Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging Growth Company  If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised accounting standards† provided pursuant to Section 13(a) of the Exchange Act  †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicated by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 


EXPLANATORY COMMENT This Amendment No. 1 to the Annual Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of Gildan Activewear Inc. (the “Registrant”) for the fiscal year ended January 2, 2022, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2022 (the “Original Annual Report”). This Amendment No. 1 is being filed solely to include KPMG LLP’s amended consent (filed as Exhibit 99.4 to this Amendment No. 1), which was amended to correct a scriveners error. Except as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.


SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized. DATED: March 8, 2022 GILDAN ACTIVEWEAR INC. /s/ Michelle Taylor Name: Michelle Taylor Title: Vice-President, General Counsel and Corporate Secretary


EXHIBIT INDEX Exhibit No. Description 99.1* Management’s Discussion and Analysis of the Registrant for the year ended January 2, 2022 99.2* Audited comparative consolidated financial statements of the Registrant as at and for the year ended January 2, 2022 99.3* Annual Information Form of the Registrant for the year ended January 2, 2022 99.4 Consent of KPMG LLP 99.5 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 101* XBRL Instance Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *Previously filed.


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EXHIBIT 99.4 KPMG LLP 600 de Maisonneuve Blvd. West Suite 1500, Tour KPMG Montréal, (Québec) H3A 0A3 Canada Telephone (514) 840-2100 Fax (514) 840-2187 Internet www.kpmg.ca Consent of Independent Registered Public Accounting Firm To the Board of Directors of Gildan Activewear Inc. We consent to the use of: • our report dated February 22, 2022 on the consolidated financial statements of Gildan Activewear Inc. (the “Entity”) which comprise the consolidated statements of financial position as of January 2, 2022 and January 3, 2021, the related consolidated statements of earnings and comprehensive income, changes in equity and cash flows for the years ended January 2, 2022 and January 3, 2021, and the related notes, and • our report dated February 22, 2022 on the effectiveness of the Entity’s internal control over financial reporting as of January 2, 2022. each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended January 2, 2022. We also consent to the incorporation by reference of such reports in the Registration Statement (No. 333-333-208022) on Form S-8 of the Entity. Montréal, Canada February 24, 2022


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EXHIBIT 99.5 CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) I, Glenn J. Chamandy, certify that: 1 I have reviewed this Amendment No. 1 to the annual report on Form 40-F of Gildan Activewear Inc.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4 The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5 The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: March 8, 2022 /s/ Glenn J. Chamandy Name: Glenn J. Chamandy Title: President and Chief Executive Officer


CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) I, Rhodri J. Harries, certify that: 1 I have reviewed this Amendment No. 1 to the annual report on Form 40-F of Gildan Activewear Inc.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4 The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5 The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: March 8, 2022 /s/ Rhodri J. Harries Name: Rhodri J. Harries Title: Executive Vice-President, Chief Financial and Administrative Officer


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EXHIBIT 99.6 CERTIFICATION 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 Gildan Activewear Inc. (the “Corporation”) is filing this Amendment No. 1 to its annual report on Form 40-F for the fiscal year ended January 2, 2022 (the “Report”) with the United States Securities and Exchange Commission. I, Glenn J. Chamandy, President and Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. Dated: March 8, 2022 /s/ Glenn J. Chamandy Name: Glenn J. Chamandy Title: President and Chief Executive Officer


CERTIFICATION 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 Gildan Activewear Inc. (the “Corporation”) is filing this Amendment No. 1 to its annual report on Form 40-F for the fiscal year ended January 2, 2022 (the “Report”) with the United States Securities and Exchange Commission. I, Rhodri J. Harries, Executive Vice-President, Chief Financial and Administrative Officer of the Corporation, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and 2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. Dated: March 8, 2022 /s/ Rhodri J. Harries Name: Rhodri J. Harries Title: Executive Vice-President, Chief Financial and Administrative Officer