SEC Filing | Carter’s, Inc.

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CRI 12.29.2012 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2013

Carter’s, Inc.

(Exact name of Registrant as specified in its charter)



Delaware	001-31829	13-3912933
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

The Proscenium, 1170 Peachtree Street NE, Suite 900 Atlanta, Georgia 30309
(Address of principal executive offices, including zip code)

(404) 745-2700
(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 27, 2013, Carter’s, Inc. issued a press release announcing its financial results for its fourth quarter and fiscal year ended December 29, 2012. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.



Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit Number	Description

99.1	Press Release of Carter’s, Inc., dated February 27, 2013

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Carter’s, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



February 27, 2013	CARTER’S, INC.

	By:	/s/ BRENDAN M. GIBBONS
	Name:	Brendan M. Gibbons
	Title:	Senior Vice President of Legal & Corporate Affairs, General Counsel, and Secretary

CRI - Ex 99.1 Q4

Exhibit 99.1




	Contact:
	Sean McHugh
	Vice President, Investor Relations & Treasury
	(404) 745-2889

CARTER'S, INC. REPORTS FOURTH QUARTER AND FISCAL 2012 RESULTS


•	Fourth Quarter Net Sales $689 Million, Up 14%


•	Fourth Quarter EPS $0.81, Up 37%; Adjusted EPS $0.89, Up 41%


•	Fiscal 2012 Net Sales $2.4 Billion, Up 13%


•	Fiscal 2012 EPS $2.69, Up 39%; Adjusted EPS $2.85, Up 36%

ATLANTA, February 27, 2013 -- Carter’s, Inc. (NYSE:CRI), the largest branded marketer in the United States of apparel exclusively for babies and young children, today reported its fourth quarter and fiscal 2012 results.

“We achieved a record level of sales and earnings in our fourth quarter and fiscal year 2012. Our results reflect the strength of our product offerings, our focus on extending the reach of our brands, and the effectiveness of our growth initiatives,” said Michael D. Casey, Chairman and Chief Executive Officer. “We are forecasting good growth in sales and earnings in 2013, and are planning a higher level of investments to support our growth strategies in the United States and international markets.”

Fourth Quarter of Fiscal 2012 compared to Fourth Quarter of Fiscal 2011

Consolidated net sales increased $82.6 million, or 13.6%, to $689.3 million. Net domestic sales of the Company’s Carter’s brands increased $74.6 million, or 16.9%, to $517.0 million. Net domestic sales of the Company’s OshKosh B’gosh brand decreased $2.6 million, or 2.3%, to $107.4 million. Net international sales increased $10.6 million, or 19.5%, to $64.9 million.

Operating income in the fourth quarter of fiscal 2012 was $78.4 million, an increase of $23.3 million, or 42.4%, from $55.0 million in the fourth quarter of fiscal 2011. Fourth quarter fiscal 2012 pre-tax income includes expenses totaling approximately $7.5 million related to costs associated with the previously-announced office consolidation, the revaluation of contingent consideration associated with the June 2011 acquisition of Bonnie Togs, and costs associated with the previously-announced closure of the Company's Hogansville, Georgia distribution center in fiscal 2013. Fourth quarter fiscal 2011 pre-tax income included approximately $3.0 million of expenses related to the Bonnie Togs acquisition. Excluding the facility consolidation and closure-related costs and the acquisition-related expenses noted above in both 2012 and 2011, adjusted operating income in the fourth quarter of fiscal 2012 was $85.9 million, an increase of $27.9 million, or 48.0%, from the fourth quarter of fiscal 2011.

Net income in the fourth quarter of fiscal 2012 increased $13.9 million, or 40.0%, to $48.7 million, or $0.81 per diluted share, compared to $34.8 million, or $0.59 per diluted share, in the fourth quarter of fiscal 2011. Excluding the facility consolidation and closure-related costs and the acquisition-related expenses noted above, adjusted net income in the fourth quarter of fiscal 2012 increased $16.4 million, or 44.1%, to $53.7 million, or $0.89 per diluted share. This compares to adjusted net income of $37.3 million, or $0.63 per diluted share, in the fourth quarter of fiscal 2011.

A reconciliation of income as reported under accounting principles generally accepted in the United States (“GAAP”) to adjusted income is provided at the end of this release.

Business Segment Results (Fourth Quarter of Fiscal 2012 compared to Fourth Quarter of Fiscal 2011)

Carter’s Segments

Carter’s retail segment sales increased $48.8 million, or 23.7%, to $255.1 million. The increase was driven by incremental sales of $23.8 million from new store openings and $18.6 million from eCommerce sales, as well as a comparable store sales increase of $9.4 million, or 5.2%. This growth was partially offset by a sales decrease of $3.0 million attributed to store closings. In the fourth quarter of fiscal 2012, the Company opened 16 Carter’s retail stores and closed one. As of the end of the fourth quarter, the Company operated 413 Carter’s retail stores in the United States.

Carter’s wholesale segment sales grew $25.8 million, or 10.9%, to $261.9 million, reflecting growth in all related brands.

OshKosh B’gosh Segments

OshKosh retail segment sales decreased $0.3 million, or 0.4%, to $89.0 million. The decrease reflects a comparable store sales decline of $4.8 million, or 6.2%, and $3.6 million attributed to store closings. The decreases were partially offset by incremental sales of $6.1 million from eCommerce and $2.0 million from new store openings. In the fourth quarter of fiscal 2012, the Company opened five OshKosh retail stores and closed four. As of the end of the fourth quarter, the Company operated 168 OshKosh retail stores in the United States.

OshKosh wholesale segment sales decreased $2.2 million, or 10.8%, to $18.4 million.

International Segment

International segment sales increased $10.6 million, or 19.5%, to $64.9 million, driven by growth in the Company's Canadian retail stores. In the fourth quarter of fiscal 2012, the Company opened four retail stores in Canada and closed one. As of the end of the fourth quarter, the Company operated 82 retail stores in Canada.

Fiscal 2012 compared to Fiscal 2011

Consolidated net sales increased $272.0 million, or 12.9%, to $2.4 billion. Net domestic sales of the Company’s Carter’s brands increased $189.6 million, or 11.8%, to $1.8 billion. Net domestic sales of the Company’s OshKosh B’gosh brand increased $0.3 million, or 0.1%, to $363.1 million. Net international sales increased $82.0 million to $218.3 million. Consolidated net sales in fiscal 2012 include $46.1 million in off-price channel sales, compared to $79.5 million in fiscal 2011.

Operating income in fiscal 2012 was $262.0 million, an increase of $74.5 million, or 39.8%, from $187.5 million in fiscal 2011. Fiscal 2012 pre-tax income includes expenses totaling approximately $13.1 million related to costs associated with the previously-announced office consolidation, the revaluation of contingent consideration associated with the acquisition of Bonnie Togs, and the previously-announced closure of the Company's Hogansville, Georgia distribution center. Fiscal 2011 pre-tax income included approximately $12.2 million of expenses related to the Bonnie Togs acquisition. Excluding the facility consolidation and closure-related costs and the acquisition-related expenses noted above in both 2012 and 2011, adjusted operating income in fiscal 2012 was $275.1 million, an increase of $75.4 million, or 37.8%, from fiscal 2011.

Net income in fiscal 2012 increased $47.1 million, or 41.3%, to $161.2 million, or $2.69 per diluted share, compared to $114.0 million, or $1.94 per diluted share, in fiscal 2011. Excluding the facility consolidation and closure-related costs and the acquisition-related expenses noted above, adjusted net income in fiscal 2012 increased $47.5 million, or 38.5%, to $170.7 million, or $2.85 per diluted share. This compares to adjusted net income of $123.2 million, or $2.09 per diluted share, in fiscal 2011.

A reconciliation of income as reported under GAAP to adjusted income is provided at the end of this release.

Cash flow from operations in fiscal 2012 was $278.6 million compared to cash flow from operations of $81.1 million in fiscal 2011. The increase was primarily due to favorable net changes in working capital and increased earnings.

Business Segment Results (Fiscal 2012 compared to Fiscal 2011)

Carter’s Segments

Carter’s retail segment sales increased $147.3 million, or 21.9%, to $818.9 million, driven by incremental sales of $77.3 million generated by new store openings and $54.3 million from eCommerce sales, as well as a comparable store sales increase of $23.5 million, or 3.9%. This growth was partially offset by a sales decrease of $7.8 million attributed to store closings. In fiscal 2012, the Company opened 63 Carter’s retail stores and closed nine.

Carter’s wholesale segment sales increased $42.3 million, or 4.5%, to $981.4 million, reflecting growth in all segment brands, partially offset by lower off-price channel sales.

OshKosh B’gosh Segments

OshKosh retail segment sales increased $2.4 million, or 0.9%, to $283.3 million, driven by incremental sales of $15.1 million generated by eCommerce and $3.8 million generated by new store openings, partially offset by a decrease of $11.4 million attributed to store closings and a comparable store sales decrease of $5.1 million, or 2.0%. In fiscal 2012, the Company opened eight OshKosh retail stores and closed ten.

OshKosh wholesale segment sales decreased $2.1 million, or 2.6%, to $79.8 million.

International Segment

International segment sales increased $82.0 million to $218.3 million, principally reflecting the contribution of the Company's business in Canada and higher wholesale sales in other countries. In fiscal 2012, the Company opened 18 retail stores in Canada and closed one.

Japan Operations

Consistent with its strategy to extend the reach of its brands, on February 1, 2013, the Company closed on a transaction with a former licensee in Japan. The Company currently sells Carter's and OshKosh B'gosh branded products through 97 retail locations, which include 14 branded stores and 83 additional retail points of distribution.

Japan, the third largest children's apparel market in the world, provided the largest international contribution to the Company's royalty income in 2012. To support direct retail operations, the Company has engaged a new leadership team in Japan and has retained substantially all of the former licensee's retail employees.

The Company's near-term priorities for its new operations in Japan include strengthening brand presentation and retail execution, and leveraging its supply chain capabilities to improve product costs and profitability. In 2013, the Company expects this acquisition to generate net sales of approximately $15 million to $17 million and to be approximately $0.10 dilutive to adjusted earnings per share.

2013 Business Outlook

For fiscal 2013, the Company projects net sales will increase approximately 8% to 10% over fiscal 2012. The Company expects adjusted diluted earnings per share, excluding expenses of approximately $32 million to $36 million related to the previously-announced corporate office consolidation, expenses totaling approximately $4 million to $5 million related to the Bonnie Togs acquisition and the previously-announced distribution center closure, or other items the Company believes to be nonrepresentative of underlying business performance, to increase approximately 15% compared to adjusted diluted earnings per share of $2.85 in fiscal 2012.

For the first quarter of fiscal 2013, the Company expects net sales will increase approximately 5% over the first quarter of fiscal 2012. The Company expects adjusted diluted earnings per share, excluding expenses of approximately $8 million to $10 million related to the previously-announced corporate office consolidation, expenses totaling approximately $1 million to $2 million related to the Bonnie Togs

acquisition and the previously-announced distribution center closure, or other items the Company believes to be nonrepresentative of underlying business performance, to increase approximately 20% compared to adjusted diluted earnings per share of $0.56 in the first quarter of fiscal 2012.

Conference Call

The Company will hold a conference call with investors to discuss fourth quarter and fiscal 2012 results and its business outlook on February 27, 2013 at 8:30 a.m. Eastern Time. To participate in the call, please dial 913-312-0644, passcode 7377345. To listen to a live broadcast of the call on the internet, please log on to www.carters.com and select the “Fourth Quarter 2012 Earnings Conference Call” link under the “Investor Relations” tab. Presentation materials for the call can be accessed under the same "Investor Relations" tab by selecting the “Webcasts & Presentations” link under the “News & Events” tab. A replay of the call will be available shortly after the broadcast through March 8, 2013, at 888-203-1112 (U.S. / Canada) or 719-457-0820 (International), passcode 7377345. The replay will also be archived on the Company's website.

About Carter's, Inc.

Carter's, Inc. is the largest branded marketer in the United States of apparel and related products exclusively for babies and young children. The Company owns the Carter's and OshKosh B'gosh brands, two of the most recognized brands in the marketplace. These brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally. They are also sold through more than 600 Company-operated stores in the United States, Canada, and Japan and on-line at www.carters.com and www.oshkoshbgosh.com. The Company's Just One You, Precious Firsts, and Genuine Kids brands are available at Target, and its Child of Mine brand is available at Walmart. Carter's is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.

Cautionary Language

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated financial results for the first quarter of fiscal 2013 and fiscal year 2013, or any other future period, assessment of the Company's performance and financial position, and drivers of the Company's sales and earnings growth. 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 the risks of: losing one or more major customers; the Company's products not being accepted in the marketplace; changes in consumer preference and fashion trends; negative publicity; the Company failing to protect its intellectual property; the breach of the Company's consumer databases; increased production costs; deflationary pricing pressures; decreases in the overall level of consumer spending; disruptions resulting from the Company's dependence on foreign supply sources; the Company's foreign supply sources not meeting the Company's quality standards or regulatory requirements; disruption to the Company's eCommerce business or distribution facilities due to the planned transition or otherwise; disruptions in the Company's supply chain or in-sourcing capabilities resulting from sourcing through a single port or otherwise; the loss of the Company's principal product sourcing agent; increased competition in the baby and young children's apparel market; the Company being unable to identify new retail store locations or negotiate appropriate lease terms for the retail stores; the Company not adequately forecasting demand, which could, among other things, create significant levels of excess inventory; failure to achieve sales growth plans, cost savings, and other assumptions that support the carrying value of the Company's intangible assets; not attracting and retaining key individuals within the organization; failure to implement needed upgrades to the Company's information technology systems; disruptions resulting from the Company's transition of distribution functions to its new Braselton facility; charges related to the consolidation of the company's Shelton, Connecticut-based operations with the company's Atlanta, Georgia-based operations being greater than estimated; the office consolidation not being completed during the expected time frame; the Company not achieving the expected benefits of the office consolidation; being unsuccessful in expanding into international markets and failing to successfully manage legal, regulatory, political and economic risks of international operations, including maintaining compliance with world-wide anti-bribery laws. Many of these risks are further described in the most recently filed Quarterly Report on Form 10-Q 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)



	For the quarters ended						For the fiscal years ended
	December 29, 2012			December 31, 2011			December 29, 2012			December 31, 2011
Net sales	$	689,253		$	606,629		$	2,381,734		$	2,109,734
Cost of goods sold	399,364			399,592			1,443,786			1,417,456
Gross profit	289,889			207,037			937,948			692,278
Selling, general, and administrative expenses	222,049			161,174			713,211			542,086
Royalty income	(10,527		)	(9,182		)	(37,249		)	(37,274		)
Operating income	78,367			55,045			261,986			187,466
Interest expense	1,427			1,878			6,995			7,534
Interest income	(98		)	(35		)	(255		)	(386		)
Foreign currency loss (gain)	5			(251		)	(145		)	(570		)
Income before income taxes	77,033			53,453			255,391			180,888
Provision for income taxes	28,341			18,668			94,241			66,872
Net income	$	48,692		$	34,785		$	161,150		$	114,016
Basic net income per common share	$	0.82		$	0.59		$	2.73		$	1.96
Diluted net income per common share	$	0.81		$	0.59		$	2.69		$	1.94

CARTER’S, INC.

BUSINESS SEGMENT RESULTS

(dollars in thousands)

(unaudited)



	For the quarters ended										For the fiscal years ended
	December 29, 2012			% of Total		December 31, 2011			% of Total		December 29, 2012			% of Total		December 31, 2011			% of Total
Net sales:
Carter’s Wholesale	$	261,860		38.0	%	$	236,087		38.9	%	$	981,445		41.2	%	$	939,115		44.5	%
Carter’s Retail (a)	255,145			37.0	%	206,309			34.0	%	818,909			34.4	%	671,590			31.8	%
Total Carter’s	517,005			75.0	%	442,396			72.9	%	1,800,354			75.6	%	1,610,705			76.3	%
OshKosh Retail (a)	88,984			12.9	%	89,322			14.7	%	283,343			11.9	%	280,900			13.3	%
OshKosh Wholesale	18,413			2.7	%	20,640			3.4	%	79,752			3.3	%	81,888			3.9	%
Total OshKosh	107,397			15.6	%	109,962			18.1	%	363,095			15.2	%	362,788			17.2	%
International (b)	64,851			9.4	%	54,271			9.0	%	218,285			9.2	%	136,241			6.5	%
Total net sales	$	689,253		100.0	%	$	606,629		100.0	%	$	2,381,734		100.0	%	$	2,109,734		100.0	%

Operating income (loss):				% of segment net sales					% of segment net sales					% of segment net sales					% of segment net sales
Carter’s Wholesale	$	43,550		16.6	%	$	28,684		12.1	%	$	172,673		17.6	%	$	117,897		12.6	%
Carter’s Retail (a)	52,401			20.5	%	33,672			16.3	%	145,940			17.8	%	105,818			15.8	%
Total Carter’s	95,951			18.6	%	62,356			14.1	%	318,613			17.7	%	223,715			13.9	%
OshKosh Retail (a)	5,533			6.2	%	(230		)	(0.3	)%	(7,752		)	(2.7	)%	(9,658		)	(3.4	)%
OshKosh Wholesale	955			5.2	%	(646		)	(3.1	)%	4,086			5.1	%	822			1.0	%
Total OshKosh	6,488			6.0	%	(876		)	(0.8	)%	(3,666		)	(1.0	)%	(8,836		)	(2.4	)%
International (b) (c)	14,391			22.2	%	10,754			19.8	%	43,376			19.9	%	27,273			20.0	%
Total segment operating income	116,830			17.0	%	72,234			11.9	%	358,323			15.0	%	242,152			11.5	%
Corporate expenses (d) (e) (f)	(38,463		)	(5.6	)%	(17,189		)	(2.8	)%	(96,337		)	(4.0	)%	(54,686		)	(2.6	)%
Total operating income	$	78,367		11.4	%	$	55,045		9.1	%	$	261,986		11.0	%	$	187,466		8.9	%


(a)	Includes eCommerce results.


(b)	Net sales includes international retail, eCommerce, and wholesale sales. Operating income includes international licensing income.

(c)

Includes charges of $0.7 million and $3.6 million for the quarter and fiscal year ended December 29, 2012, respectively, associated with the revaluation of the Company’s contingent consideration. Includes $1.5 million and $2.5 million for the quarter and fiscal year ended December 31, 2011, respectively, associated with the revaluation of the Company’s contingent consideration. Includes charges of $0.7 million and $6.7 million for the quarter and fiscal year ended December 31, 2011, respectively, related to the amortization of the fair value step-up for Bonnie Togs inventory acquired.


(d)	Corporate expenses generally include expenses related to incentive compensation, stock-based compensation, executive management, severance and relocation, finance, building occupancy, information technology, certain legal fees, consulting, and audit fees.


(e)	Includes $0.4 million and $3.1 million in facility closure-related costs related to the closure of a distribution facility located in Hogansville, GA, for the quarter and fiscal year ended December 29, 2012, and $6.4 million related to the Shelton, CT office consolidation, for the quarter and fiscal year ended December 29, 2012.


(f)	Includes $0.7 million and $3.0 million of professional service fees and other expenses associated with the acquisition of Bonnie Togs for the quarter and fiscal year ended December 31, 2011.

Certain prior year amounts have been reclassified for comparative purposes.

CARTER’S, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except for share data)

(unaudited)



	December 29, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	382,236		$	233,494
Accounts receivable, net	168,046			157,754
Finished goods inventories, net	349,530			347,215
Prepaid expenses and other current assets	22,216			18,519
Deferred income taxes	35,675			25,165
Total current assets	957,703			782,147
Property, plant, and equipment, net	170,110			122,346
Tradenames	305,884			306,176
Goodwill	189,749			188,679
Deferred debt issuance costs, net	2,878			2,624
Other intangible assets, net	188			258
Other assets	3,597			479
Total assets	$	1,630,109		$	1,402,709
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	—		$	—
Accounts payable	149,625			102,804
Other current liabilities	94,610			49,949
Total current liabilities	244,235			152,753
Long-term debt	186,000			236,000
Deferred income taxes	114,341			114,421
Other long-term liabilities	100,054			93,826
Total liabilities	644,630			597,000
Commitments and contingencies
Stockholders’ equity:
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at December 29, 2012 and December 31, 2011, respectively	—			—
Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 59,126,639 and 58,595,421 shares issued and outstanding at December 29, 2012 and December 31, 2011, respectively	591			586
Additional paid-in capital	250,276			231,738
Accumulated other comprehensive loss	(11,205		)	(11,282		)
Retained earnings	745,817			584,667
Total stockholders’ equity	985,479			805,709
Total liabilities and stockholders’ equity	$	1,630,109		$	1,402,709

CARTER’S, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(dollars in thousands)

(unaudited)



	For the fiscal years ended
	December 29, 2012			December 31, 2011
Cash flows from operating activities:
Net income	$	161,150		$	114,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,473			32,548
Amortization of Bonnie Togs inventory step-up	—			6,672
Non-cash revaluation of contingent consideration	3,589			2,484
Amortization of Bonnie Togs tradename and non-compete agreements	375			187
Amortization of debt issuance costs	877			708
Non-cash stock-based compensation expense	13,049			9,644
Income tax benefit from stock-based compensation	(2,760		)	(6,900		)
Loss on disposal of property, plant, and equipment	802			139
Deferred income taxes	(9,651		)	9,128
Effect of changes in operating assets and liabilities:
Accounts receivable	(10,200		)	(33,222		)
Inventories	(1,790		)	(20,571		)
Prepaid expenses and other assets	(6,004		)	(948		)
Accounts payable and other liabilities	89,709			(32,811		)

Net cash provided by operating activities	278,619			81,074

Cash flows from investing activities:
Capital expenditures	(83,398		)	(45,495		)
Acquisition of Bonnie Togs, net of cash acquired	—			(61,207		)
Proceeds from sale of property, plant, and equipment	6			10

Net cash used in investing activities	(83,392		)	(106,692		)

Cash flows from financing activities:
Borrowings under revolving credit facility	2,500			—
Payments on revolving credit facility	(52,500		)	—
Payment of debt issuance costs	(1,916		)	—
Income tax benefit from stock-based compensation	2,760			6,900
Withholdings from vesting of restricted stock	(2,846		)	(2,181		)
Proceeds from exercise of stock options	5,685			6,786

Net cash (used in) provided by financing activities	(46,317		)	11,505

Effect of exchange rate changes on cash	(168		)	225
Net increase (decrease) in cash and cash equivalents	148,742			(13,888		)
Cash and cash equivalents, beginning of period	233,494			247,382

Cash and cash equivalents, end of period	$	382,236		$	233,494

CARTER’S, INC.

RECONCILIATION OF GAAP TO ADJUSTED RESULTS

(dollars in millions, except earnings per share)



	Quarter ended December 29, 2012
	SG&A			Operating Income		Net Income		Diluted EPS
As reported (GAAP):	$	222.0		$	78.4	$	48.7	$	0.81
Shelton office consolidation costs (a)	(6.4		)	6.4		4.0		0.07
Revaluation of contingent consideration (b)	(0.7		)	0.7		0.7		0.01
Facility closure costs - Hogansville DC (c)	(0.4		)	0.4		0.3		—
As adjusted (f):	$	214.6		$	85.9	$	53.7	$	0.89



	Fiscal year ended December 29, 2012
	SG&A			Operating Income		Net Income		Diluted EPS
As reported (GAAP):	$	713.2		$	262.0	$	161.2	$	2.69
Shelton office consolidation costs (a)	(6.4		)	6.4		4.0		0.07
Revaluation of contingent consideration (b)	(3.6		)	3.6		3.6		0.06
Facility closure costs - Hogansville DC (c)	(3.1		)	3.1		1.9		0.03
As adjusted (f):	$	700.1		$	275.1	$	170.7	$	2.85



	Quarter ended December 31, 2011
	Gross Margin		SG&A			Operating Income		Net Income		Diluted EPS
As reported (GAAP):	$	207.0	$	161.2		$	55.0	$	34.8	$	0.59
Amortization of fair value step-up of inventory (d)	0.7		—			0.7		0.5		0.01
Revaluation of contingent consideration (b)	—		(1.5		)	1.5		1.5		0.02
Professional fees / other expenses (e)	—		(0.7		)	0.7		0.5		0.01
As adjusted (f):	$	207.8	$	158.9		$	58.0	$	37.3	$	0.63



	Fiscal year ended December 31, 2011
	Gross Margin		SG&A			Operating Income		Net Income		Diluted EPS
As reported (GAAP):	$	692.3	$	542.1		$	187.5	$	114.0	$	1.94
Amortization of fair value step-up of inventory (d)	6.7		—			6.7		4.8		0.08
Revaluation of contingent consideration (b)	—		(2.5		)	2.5		2.5		0.04
Professional fees / other expenses (e)	—		(3.0		)	3.0		1.9		0.03
As adjusted (f):	$	699.0	$	536.6		$	199.7	$	123.2	$	2.09


(a)	Includes costs related to the Shelton, CT office consolidation, announced in the fourth quarter of fiscal 2012.


(b)	Revaluation of the contingent consideration liability associated with the Company's June 2011 acquisition of Bonnie Togs.


(c)	Includes costs related to the closure of a distribution facility located in Hogansville, GA, announced in the first quarter of fiscal 2012.


(d)	Expense related to the amortization of the fair value step-up for Bonnie Togs inventory acquired.


(e)	Professional service fees and other expenses associated with the acquisition of Bonnie Togs.

(f)

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 gross margin, SG&A, operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above. The Company believes 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 measurements are presented for informational purposes only and are not necessarily indicative of the Company’s future condition or results of operations.

Note: Results may not be additive due to rounding. Certain prior year amounts have been reclassified for comparative purposes.

CARTER’S, INC.

RECONCILIATION OF GAAP TO ADJUSTED RESULTS

(dollars in millions, except earnings per share)



	Quarter ended March 31, 2012
	SG&A			Operating Income		Net Income		Diluted EPS
As reported (GAAP):	$	149.7		$	53.8	$	32.3	$	0.54
Revaluation of contingent consideration (a)	(0.7		)	0.7		0.7		0.01
Facility closure costs - Hogansville DC (b)	(1.1		)	1.1		0.7		0.01
As adjusted (c):	$	147.9		$	55.6	$	33.7	$	0.56


(a)	Revaluation of the contingent consideration liability associated with the Company's June 2011 acquisition of Bonnie Togs.


(b)	Includes costs related to the closure of a distribution facility located in Hogansville, GA, announced in the first quarter of fiscal 2012.

(c)

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 SG&A, operating income, net income, and net income on a diluted share basis excluding the adjustments discussed above. The Company believes 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 measurements are presented for informational purposes only and are not necessarily indicative of the Company’s future condition or results of operations.

Note: Results may not be additive due to rounding. Certain prior year amounts have been reclassified for comparative purposes.

CARTER’S, INC.

RECONCILIATION OF NET INCOME ALLOCABLE TO COMMON SHAREHOLDERS



	For the quarters ended						For the fiscal years ended
	December 29, 2012			December 31, 2011			December 29, 2012			December 31, 2011
Weighted-average number of common and common equivalent shares outstanding:
Basic number of common shares outstanding	58,344,635			57,955,394			58,217,503			57,513,748
Dilutive effect of unvested restricted stock	203,105			180,569			186,018			129,262
Dilutive effect of stock options	668,564			486,570			665,666			571,907
Diluted number of common and common equivalent shares outstanding	59,216,304			58,622,533			59,069,187			58,214,917

As reported on a GAAP Basis:
Basic net income per common share:
Net income	$	48,692,000		$	34,785,000		$	161,150,000		$	114,016,000
Income allocated to participating securities	(631,743		)	(366,660		)	(2,095,309		)	(1,210,944		)
Net income available to common shareholders	$	48,060,257		$	34,418,340		$	159,054,691		$	112,805,056

Basic net income per common share	$	0.82		$	0.59		$	2.73		$	1.96

Diluted net income per common share:
Net income	$	48,692,000		$	34,785,000		$	161,150,000		$	114,016,000
Income allocated to participating securities	(624,678		)	(363,639		)	(2,071,926		)	(1,199,147		)
Net income available to common shareholders	$	48,067,322		$	34,421,361		$	159,078,074		$	112,816,853

Diluted net income per common share	$	0.81		$	0.59		$	2.69		$	1.94

As adjusted (a):
Basic net income per common share:
Net income	$	53,669,000		$	37,257,000		$	170,717,000		$	123,229,000
Income allocated to participating securities	(696,316		)	(392,717		)	(2,219,701		)	(1,308,794		)
Net income available to common shareholders	$	52,972,684		$	36,864,283		$	168,497,299		$	121,920,206

Basic net income per common share	$	0.91		$	0.64		$	2.89		$	2.12

Diluted net income per common share:
Net income	$	53,669,000		$	37,257,000		$	170,717,000		$	123,229,000
Income allocated to participating securities	(688,528		)	(389,481		)	(2,194,930		)	(1,296,043		)
Net income available to common shareholders	$	52,980,472		$	36,867,519		$	168,522,070		$	121,932,957

Diluted net income per common share	$	0.89		$	0.63		$	2.85		$	2.09

(a)

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 per share data excluding the adjustments discussed above. The Company has excluded $5.0 million and $9.6 million in after-tax expenses from these results for quarter and fiscal year ended December 29, 2012. The Company has excluded $2.5 million and $9.2 million in after-tax expenses from these results for the quarter and fiscal year ended December 31, 2011, respectively.