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Carter's, Inc. Reports Third Quarter Results

-- Consolidated Net Sales Increased 6%

ATLANTA, Oct. 21 /PRNewswire-FirstCall/ -- Carter's, Inc. (NYSE: CRI), the largest branded marketer in the United States of apparel exclusively for babies and young children, reported its third quarter fiscal 2008 results.

"Our third quarter performance was better than expected, particularly given the challenges of the current retail environment. For the past year, we've made significant investments to strengthen our organization and product offerings, and our results reflect the benefit from these investments," noted Michael D. Casey, Chief Executive Officer. "We believe the strength of our brands and the significant value we are providing to our consumers will enable us to weather this difficult retail and economic period."

Third Quarter of Fiscal 2008 compared to Third Quarter of Fiscal 2007

Consolidated net sales increased 6.2% to $436.4 million. Net sales of the Company's Carter's brands increased 6.6% to $341.0 million. Net sales of the Company's OshKosh brand increased 4.8% to $95.4 million.

Consolidated retail store sales increased 12.0% to $185.1 million. Carter's retail store sales increased 9.8% to $112.5 million, driven by a comparable store sales increase of 6.1%, or $6.2 million, and sales of $4.2 million from Carter's stores opened since the third quarter of fiscal 2007. OshKosh retail store sales increased 15.6% to $72.6 million, driven by a comparable store sales increase of 13.2%, or $8.2 million, and sales of $2.1 million from OshKosh stores opened since the third quarter of fiscal 2007.

In the third quarter of fiscal 2008, the Company opened three Carter's retail stores. As of September 27, 2008, the Company had 234 Carter's and 163 OshKosh stores. The Company plans to open 19 Carter's and three OshKosh stores during the fourth quarter of fiscal 2008. The Company also plans to close one Carter's store during the fourth quarter of fiscal 2008.

The Company's mass channel sales, which are comprised of sales of our Just One Year brand to Target and Child of Mine brand to Wal-Mart, increased $9.1 million, or 13.4%, to $76.7 million. Sales of our Child of Mine brand increased $7.6 million, or 17.9%, to $49.9 million due to the timing of product launches. Sales of our Just One Year brand increased $1.5 million, or 6.0%, to $26.8 million.

Carter's wholesale sales increased $1.9 million, or 1.3%, to $151.8 million due to better product performance and higher demand, partially offset by the impact of cancelled orders from high credit risk customers. OshKosh wholesale sales decreased $5.4 million, or 19.1%, to $22.8 million due to a reduction in demand resulting from past product performance. This decrease also reflects changes made to improve product performance, including reducing wholesale prices.

During the third quarter of fiscal 2008, the Company recorded a $2.6 million charge related to the write-down of the carrying value of the OshKosh distribution facility held for sale. This write-down reflects a reduction in the anticipated selling price of the property due to a deterioration in the commercial real estate market.

Consolidated operating income in the third quarter of fiscal 2008 was $57.1 million as compared to $60.0 million in the third quarter of fiscal 2007. Excluding the $2.6 million charge related to the distribution facility write-down in the third quarter of fiscal 2008 and excluding the distribution facility closure costs of $0.3 million in the third quarter of fiscal 2007, the Company's adjusted operating income decreased $0.6 million, or 0.9%. An improvement in earnings from our OshKosh retail segment was offset by provisions for excess inventory and incentive compensation.

For the third quarter of fiscal 2008, the Company's net income was $33.4 million, or $0.58 per diluted share, compared to net income of $34.6 million, or $0.58 per diluted share, in the third quarter of fiscal 2007. Excluding the distribution facility write-down charge in the third quarter of fiscal 2008 and excluding the $0.2 million in after-tax distribution facility closure costs in the third quarter of fiscal 2007, the Company's adjusted net income increased $0.2 million, or 0.7%, and adjusted diluted earnings per share increased 3.4% to $0.60 per diluted share.


    The reconciliation of income as reported under accounting principles
generally accepted in the United States of America ("GAAP") to adjusted income
is as follows:

                                    (dollars in millions, except EPS)
                              Three-month period ended September 27, 2008

                                  Operating      Net            Diluted
                                   Income      Income             EPS

    Income, as reported (GAAP)      $57.1       $33.4            $0.58

       Facility write-down (a)        2.6         1.6             0.02

    Income, as adjusted (b)         $59.7       $35.0            $0.60

    (a) Charge related to the write-down of the carrying value of the OshKosh
        distribution facility held for sale.

    (b) In addition to the results provided in this earnings release in
        accordance with GAAP, the Company has provided adjusted, non-GAAP
        financial measurements that present operating income, net income, and
        net income on a diluted share basis excluding the adjustments
        discussed above.  We believe these adjustments provide a meaningful
        comparison of the Company's results.  The adjusted, non-GAAP financial
        measurements included in this earnings release should not be
        considered as an alternative to net income or as any other measurement
        of performance derived in accordance with GAAP.  The adjusted, non-
        GAAP financial information is presented for informational purposes
        only and is not necessarily indicative of the Company's future
        condition or results of operations.

First Nine Months of Fiscal 2008 compared to First Nine Months of Fiscal 2007

Consolidated net sales increased 4.8% to $1.1 billion. Net sales of the Company's Carter's brands increased 6.1% to $846.2 million. Net sales of the Company's OshKosh brand increased 0.4% to $221.8 million.

Consolidated retail store sales increased 11.5% to $458.4 million. Carter's retail store sales increased 15.0% to $291.6 million, driven by a comparable store sales increase of 11.3%, or $28.5 million, and sales of $10.4 million from Carter's stores opened since the third quarter of fiscal 2007, partially offset by the impact of store closures of $0.9 million. OshKosh retail store sales increased 5.9% to $166.8 million, due to sales of $5.8 million from OshKosh stores opened since the third quarter of fiscal 2007 and a comparable store sales increase of $4.8 million, or 3.0%, partially offset by the impact of store closures of $1.3 million. In the first nine months of fiscal 2008, the Company opened six Carter's retail stores.

The Company's mass channel sales increased $2.2 million, or 1.1%, to $190.7 million. Sales of our Just One Year brand increased $6.8 million, or 9.9%, to $75.5 million, driven by new door growth. Sales of our Child of Mine brand decreased $4.6 million, or 3.9%, to $115.2 million, due primarily to product performance in certain categories.

Carter's wholesale sales increased $8.1 million, or 2.3%, to $364.0 million due to better product performance and higher demand, partially offset by the impact of cancelled orders from high credit risk customers. OshKosh wholesale sales decreased $8.4 million, or 13.3%, to $55.0 million due to a reduction in demand resulting from past product performance. This decrease also reflects changes made to improve product performance, including reducing wholesale prices.

In connection with the retirement of an executive officer, the Company recorded charges during the second quarter of fiscal 2008 of $5.3 million, $3.1 million of which related to severance and benefit obligations and $2.2 million of which related to the vesting of certain stock options.

Consolidated operating income in the first nine months of fiscal 2008 was $86.9 million compared to an operating loss of $56.7 million in the first nine months of fiscal 2007. Excluding the executive retirement charges and the distribution facility write-down in the first nine months of fiscal 2008 and excluding the impairment and distribution facility closure costs in the first nine months of fiscal 2007, the Company's adjusted operating income decreased $10.7 million, or 10.2%. This decrease reflects the underperformance of certain components of our Child of Mine brand and provisions for incentive compensation and excess inventory.

Net income in the first nine months of fiscal 2008 was $47.7 million, or $0.82 per diluted share, compared to a net loss of $99.2 million, or $1.71 per diluted share, in the first nine months of fiscal 2007. Excluding the executive retirement charges and the distribution facility write-down in the first nine months of fiscal 2008 and excluding the impairment and distribution facility closure costs in the first nine months of fiscal 2007, the Company's adjusted net income decreased $3.2 million, or 5.7%, and adjusted diluted earnings per share decreased 2.2% to $0.90 per diluted share.


                                     (dollars in millions, except EPS)
                                 Nine-month period ended September 27, 2008

                                    Operating          Net         Diluted
                                     Income          Income          EPS

    Income, as reported (GAAP)        $86.9           $47.7         $0.82

       Executive retirement charges     5.3             3.4          0.06

       Facility write-down (a)          2.6             1.6          0.02

    Income, as adjusted (b)           $94.8           $52.7         $0.90


    (a) Charge related to the write-down of the carrying value of the OshKosh
        distribution facility held for sale.

    (b) In addition to the results provided in this earnings release in
        accordance with GAAP, the Company has provided adjusted, non-GAAP
        financial measurements that present operating income, net income, and
        net income on a diluted share basis excluding the adjustments
        discussed above.  We believe these adjustments provide a meaningful
        comparison of the Company's results.  The adjusted, non-GAAP financial
        measurements included in this earnings release should not be
        considered as an alternative to net income or as any other measurement
        of performance derived in accordance with GAAP.  The adjusted, non-
        GAAP financial information is presented for informational purposes
        only and is not necessarily indicative of the Company's future
        condition or results of operations.



                                     (dollars in millions, except EPS)
                               Nine-month period ended September 29, 2007

                                   Operating         Net
                                    (Loss)          (Loss)        Diluted
                                    Income          Income          EPS

    Loss, as reported (GAAP)         ($56.7)       ($99.2)       ($1.71)

      Intangible asset impairment (a) 154.9         150.5          2.59
      Distribution facility closure
       costs (b)                        5.2           3.3          0.06
      Accelerated depreciation (c)      2.1           1.3          0.02
      Diluted share count impact (d)     --            --         (0.04)

    Income, as adjusted (e)          $105.5         $55.9         $0.92


    (a) OshKosh-related intangible asset impairment charges.

    (b) Costs associated with the closure of the OshKosh distribution
        facility.

    (c) Accelerated depreciation charges (included in selling, general, and
        administrative expenses) related to the closure of the OshKosh
        distribution facility.

    (d) When reporting a loss in accordance with GAAP, the number of diluted
        weighted average shares is equal to the number of basic weighted
        average shares.  This adjustment reflects the impact of the difference
        between the number of diluted shares used for calculating GAAP EPS
        (58.0 million shares) and the number of diluted shares used for
        calculating adjusted EPS (60.5 million shares).

    (e) In addition to the results provided in this earnings release in
        accordance with GAAP, the Company has provided adjusted, non-GAAP
        financial measurements that present operating income, net income, and
        net income on a diluted share basis excluding the adjustments
        discussed above.  We believe these adjustments provide a meaningful
        comparison of the Company's results.  The adjusted, non-GAAP financial
        measurements included in this earnings release should not be
        considered as an alternative to net income or as any other measurement
        of performance derived in accordance with GAAP.  The adjusted, non-
        GAAP financial information is presented for informational purposes
        only and is not necessarily indicative of the Company's future
        condition or results of operations.

Net cash provided by operating activities in the first nine months of fiscal 2008 was $57.4 million compared to net cash used in operating activities of $38.6 million in the first nine months of fiscal 2007. The improvement in cash flow was driven largely by favorable changes in working capital, primarily with respect to inventory.

During the first nine months of fiscal 2008, the Company repurchased 1,898,183 shares of its common stock for approximately $30 million at an average price of $15.69 per share.

Quarterly Conference Call

The Company will broadcast its quarterly conference call on October 22, 2008 at 8:30 a.m. Eastern Time. To participate in the call, please dial 1-913-312-6698. To listen to the live broadcast over the internet, please log on to www.carters.com, click on "Investor Relations," and click on the link "Third Quarter Conference Call." The conference call will be simultaneously broadcast on the Company's website at www.carters.com. Presentation materials for the call can be accessed on the Company's website at www.carters.com by clicking on the "Investor Relations" tab and choosing "conference calls & webcasts" on the left side of the screen. A replay of the call will be available shortly after the broadcast through October 31, 2008, at 1-719-457-0820, passcode 7243510. The replay will be archived on the Company's website at the same location.

For more information on Carter's, Inc., please visit www.carters.com.

Cautionary Language

Statements contained herein that relate to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated results for fiscal 2008 or any other future period, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. Factors that could cause actual results to materially differ include: a decrease in sales to, or the loss of one or more of, the Company's key customers; increased competition in the baby and young children's apparel market; the acceptance of our products in the marketplace; deflationary pressures on our prices; disruptions in foreign supply sources; negative publicity; our leverage, which increases our exposure to interest rate risk and could require us to dedicate a substantial portion of our cash flow to repay principal; changes in consumer preference and fashion trends; a decrease in the overall level of consumer spending; the impact of governmental regulations and environmental risks applicable to the Company's business; our ability to adequately forecast demand, which could create significant levels of excess inventory; our ability to identify new retail store locations, and negotiate appropriate lease terms for our retail stores; our ability to improve the performance of our retail and OshKosh wholesale segments; our ability to attract and retain key individuals within the organization; failure to realize the revenue growth, cost savings and other benefits that we expect from our acquisition of OshKosh B'Gosh, Inc., which could impact the carrying value of our intangible assets; and seasonal fluctuations in the children's apparel business. These risks are further described in our most recently filed Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission under the headings "Risk Factors" and "Forward-Looking Statements." The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.



                                CARTER'S, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                (dollars in thousands, except for share data)
                                 (unaudited)

                          Three-month periods ended   Nine-month periods ended
                            Sept. 27,    Sept. 29,     Sept. 27,     Sept. 29,
                              2008         2007          2008          2007
    Net sales:
       Carter's Wholesale    $151,848     $149,918    $ 364,002    $ 355,865
       OshKosh Wholesale       22,801       28,197       55,010       63,417
       Carter's Retail        112,508      102,429      291,566      253,530
       OshKosh Retail          72,568       62,800      166,816      157,533
       Mass Channel            76,694       67,605      190,672      188,507
         Total net sales      436,419      410,949    1,068,066    1,018,852
    Cost of goods sold        281,752      265,093      708,903      671,198
    Gross profit              154,667      145,856      359,163      347,654
    Selling, general,
     and administrative
     expenses                 104,536       94,241      289,019      267,122
    Executive retirement
     charges                       --           --        5,325           --
    Intangible asset impairment    --           --           --      154,886
    Facility write-down and
     closure costs              2,609          256        2,609        5,233
    Royalty income             (9,576)      (8,649)     (24,693)     (22,894)
    Operating income (loss)    57,098       60,008       86,903      (56,693)
    Interest expense, net       4,048        6,021       13,357       17,453
    Income (loss) before
     income taxes              53,050       53,987       73,546      (74,146)
    Provision for income
     taxes                     19,675       19,369       25,833       25,074
    Net income (loss)        $ 33,375      $34,618      $47,713     ($99,220)

    Basic net income (loss)
     per common share           $0.60        $0.60        $0.85       ($1.71)

    Diluted net income (loss)
     per common share           $0.58        $0.58        $0.82       ($1.71)

    Basic weighted-average
     number of shares
     outstanding           56,015,725   57,745,717    56,462,515   58,010,633

    Diluted weighted-
     average number of
     shares outstanding    57,963,941   59,975,130    58,490,406   58,010,633



                                   CARTER'S, INC.
                            CONSOLIDATED BALANCE SHEETS
                    (dollars in thousands, except for share data)
                                     (unaudited)

                                     September 27, December 29,  September 29,
                                         2008         2007          2007
    ASSETS
    Current assets:
       Cash and cash equivalents       $59,660       $49,012       $9,254
       Accounts receivable, net        160,094       119,707      160,069
       Finished good inventories,
        net                            214,359       225,494      246,529
       Assets held for sale              3,500         6,109        6,109
      Prepaid expenses and other
       current assets                   12,667         9,093       13,385
      Deferred income taxes             24,921        24,234       20,729

         Total current assets          475,201       433,649      456,075
    Property, plant, and
     equipment, net                     76,377        75,053       72,829
    Tradenames                         305,733       308,233      308,233
    Cost in excess of fair value
     of net assets acquired            136,570       136,570      136,570
    Deferred debt issuance costs,
     net                                 3,892         4,743        5,031
    Licensing agreements, net            6,174         8,915        9,829
    Other assets                         8,310         7,505        9,035
         Total assets               $1,012,257      $974,668      997,602
    LIABILITIES AND
     STOCKHOLDERS' EQUITY
    Current liabilities:
       Current maturities of
        long-term debt                  $4,379        $3,503       $2,627
       Accounts payable                 58,624        56,589       69,403
       Other current liabilities        58,174        46,666       52,022

         Total current
          liabilities                  121,177       106,758      124,052
    Revolving loan facility                 --            --       21,600
    Long-term debt                     335,399       338,026      339,778
    Deferred income taxes              112,873       113,706      114,481
    Other long-term liabilities         32,134        34,049       32,443

        Total liabilities              601,583       592,539      632,354

    Commitments and contingencies
    Stockholders' equity:
       Preferred stock; par
        value $.01 per share;
        100,000 shares
        authorized; none issued
        or outstanding at
        September 27, 2008,
        December 29, 2007, and
        September 29, 2007                  --            --           --
       Common stock, voting; par
        value $.01 per share;
        150,000,000 shares
        authorized; 56,533,319,
        57,663,315, and 57,926,790
        shares issued and
        outstanding at September
        27, 2008, December 29,
        2007, and September 29,
        2007, respectively                 565           576          579
    Additional paid-in capital         213,546       232,356      242,780
    Accumulated other comprehensive
     income                              2,324         2,671        3,965
    Retained earnings                  194,239       146,526      117,924

       Total stockholders' equity      410,674       382,129      365,248

         Total liabilities and
          stockholders' equity      $1,012,257      $974,668     $997,602



                                CARTER'S, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOW
                            (dollars in thousands)
                                 (unaudited)

                                                  Nine-month periods ended
                                                September 27,   September 29,
                                                   2008             2007
    Cash flows from operating activities:
    Net income (loss)                            $47,713         ($99,220)
    Adjustments to reconcile net income (loss)
     to net cash provided by
     (used in) operating activities:
      Depreciation and amortization               20,576           22,526
      Amortization of debt issuance costs            851              872
      Non-cash intangible asset impairment charges   --           154,886
      Non-cash stock-based compensation expense    6,756            4,653
      Income tax benefit from exercised stock
       options                                    (3,457)          (7,797)
      Loss on disposal of property, plant, and
       equipment                                     383              620
      Deferred income taxes                       (1,399)          (8,890)
      Non-cash facility write-down and closure
       costs                                       2,609            2,450
      Effect of changes in operating assets and
       liabilities:
         Accounts receivable                     (40,387)         (49,454)
         Inventories                              11,135          (52,941)
         Prepaid expenses and other assets        (4,722)          (5,302)
         Accounts payable and other liabilities   17,295           (1,020)

            Net cash provided by (used in)
             operating activities                 57,353          (38,617)

    Cash flows from investing activities:
      Capital expenditures                       (19,197)         (13,228)
      Proceeds from sale of property, plant,
       and equipment                                  --               53

             Net cash used in investing
              activities                         (19,197)         (13,175)

    Cash flows from financing activities:
      Payments on term loan                       (1,751)          (2,627)
      Share repurchase                           (29,774)         (47,406)
      Borrowings from revolving loan facility         --          117,600
      Payments on revolving loan facility             --          (96,000)
      Income tax benefit from exercised stock
       options                                     3,457            7,797
      Proceeds from exercise of stock options        560            2,576
      Other                                           --           10,561

            Net cash used in financing
             activities                          (27,508)          (7,499)

    Net increase (decrease) in cash and cash
     equivalents                                  10,648          (59,291)
    Cash and cash equivalents, beginning of
      period                                      49,012           68,545

    Cash and cash equivalents, end of period     $59,660           $9,254

Contact: Eric Martin Vice President, Investor Relations (404) 745-2889

SOURCE Carter's, Inc.