GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company’s senior notes constitute debt obligations of its wholly-owned subsidiary, The William Carter Company ("TWCC" or the "Subsidiary Issuer"), are unsecured and are fully and unconditionally guaranteed by Carter’s, Inc. (the "Parent"), by each of the Parent's current domestic subsidiaries (other than TWCC), and, subject to certain exceptions, future restricted subsidiaries that guarantee the Company’s amended revolving credit facility or certain other debt of the Company or the subsidiary guarantors. Under specific customary conditions, the guarantees are not full and unconditional because subsidiary guarantors can be released and relieved of their obligations under customary circumstances contained in the indenture governing the senior notes. These circumstances include among others the following, so long as other applicable provisions of the indentures are adhered to: any sale or other disposition of all or substantially all of the assets of any subsidiary guarantor, any sale or other disposition of capital stock of any subsidiary guarantor, or designation of any restricted subsidiary that is a subsidiary guarantor as an unrestricted subsidiary. The condensed consolidating financial information for the Parent, the Subsidiary Issuer, and the guarantor and non-guarantor subsidiaries has been prepared from the books and records maintained by the Company. The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10. The financial information may not necessarily be indicative of the financial position, results of operations, comprehensive income (loss), and cash flows, had the Parent, Subsidiary Issuer, guarantor or non-guarantor subsidiaries operated as independent entities. Intercompany revenues and expenses included in the subsidiary records are eliminated in consolidation. As a result of this activity, an amount due to/due from affiliates will exist at any time. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. The Company has accounted for investments in subsidiaries under the equity method. The guarantor subsidiaries are 100% owned directly or indirectly by the Parent and all guarantees are joint, several and unconditional. In fiscal 2014, the Company revised its Guarantor Condensed Consolidating Statements of Comprehensive Income to correct a presentation error related to certain other comprehensive income (loss) transactions within the Subsidiary Issuer and Guarantor Subsidiaries columns in the Company’s previously filed Form 10-Q for the first and second fiscal quarters of 2014, which includes the comparative periods, and for the fiscal years ended December 28, 2013 and December 29, 2012. These presentation items had no effect on the Company’s Consolidated Financial Statements. The Company concluded that these items were not material to the financial statements taken as a whole, but elected to revise previously reported amounts within this footnote for all periods presented. Future filings will reflect these revisions. In December 2015, as part of a foreign subsidiary restructuring, certain non-guarantor subsidiaries became subsidiaries of certain other non-guarantor subsidiaries. The restructuring did not retroactively impact the prior status of the guarantor and the non-guarantor subsidiaries, and accordingly the condensed consolidating financial information for periods prior to the restructuring have not been adjusted to reflect the restructuring. CARTER’S, INC. Condensed Consolidating Balance Sheet As of January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 325,771 $ 14,652 $ 40,786 $ — $ 381,209 Accounts receivable, net — 178,842 23,980 4,748 — 207,570 Intercompany receivable — 52,676 133,092 3,317 (189,085 ) — Intercompany loan receivable — — — — — — Finished goods inventories — 271,148 184,618 48,960 (34,792 ) 469,934 Prepaid expenses and other current assets — 18,317 14,261 6,094 — 38,672 Deferred income taxes — 19,502 13,544 1,034 — 34,080 Total current assets — 866,256 384,147 104,939 (223,877 ) 1,131,465 Property, plant, and equipment, net — 162,031 180,322 29,351 — 371,704 Goodwill — 136,570 — 38,304 — 174,874 Tradenames and other intangibles, net — 225,348 85,500 — — 310,848 Deferred debt issuance costs, net — 6,813 — — — 6,813 Other assets — 12,423 665 321 — 13,409 Intercompany long-term receivable — — 294,070 — (294,070 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 875,051 652,598 100,146 — (1,627,795 ) — Total assets $ 875,051 $ 2,162,039 $ 1,044,850 $ 172,915 $ (2,245,742 ) $ 2,009,113 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 93,585 $ 44,951 $ 19,112 $ — $ 157,648 Intercompany payables — 134,694 51,362 3,029 (189,085 ) — Intercompany loan payables — — — — — — Other current liabilities — 12,996 80,908 11,166 — 105,070 Total current liabilities — 241,275 177,221 33,307 (189,085 ) 262,718 Long-term debt — 566,000 — 18,431 — 584,431 Deferred income taxes — 84,038 44,800 — — 128,838 Intercompany long-term liability — 294,070 — — (294,070 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 66,813 79,568 11,694 — 158,075 Stockholders' equity 875,051 909,843 643,261 109,483 (1,662,587 ) 875,051 Total liabilities and stockholders' equity $ 875,051 $ 2,162,039 $ 1,044,850 $ 172,915 $ (2,245,742 ) $ 2,009,113 CARTER’S, INC. Condensed Consolidating Balance Sheet As of January 3, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 311,078 $ 10,442 $ 19,118 $ — $ 340,638 Accounts receivable, net — 155,192 22,770 6,601 — 184,563 Intercompany receivable — 58,402 106,137 2,012 (166,551 ) — Intercompany loan receivable — 20,000 — — (20,000 ) — Finished goods inventories, net — 240,702 191,953 48,463 (36,274 ) 444,844 Prepaid expenses and other current assets — 15,143 13,059 6,586 — 34,788 Deferred income taxes — 21,308 12,983 2,334 — 36,625 Total current assets — 821,825 357,344 85,114 (222,825 ) 1,041,458 Property, plant, and equipment, net — 158,017 147,076 28,004 — 333,097 Goodwill — 136,570 — 45,405 — 181,975 Tradenames and other intangibles, net — 231,765 85,500 32 — 317,297 Deferred debt issuance costs, net — 6,677 — — — 6,677 Other assets — 11,781 811 — — 12,592 Intercompany long-term receivable — — 274,584 — (274,584 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 786,684 591,735 9,647 — (1,388,066 ) — Total assets $ 786,684 $ 2,058,370 $ 874,962 $ 158,555 $ (1,985,475 ) $ 1,893,096 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 102,233 $ 37,869 $ 10,141 $ — $ 150,243 Intercompany payables — 105,940 55,812 4,799 (166,551 ) — Intercompany loan payables — — — 20,000 (20,000 ) — Other current liabilities — 15,782 67,793 14,153 — 97,728 Total current liabilities — 223,955 161,474 49,093 (186,551 ) 247,971 Long-term debt — 586,000 — — — 586,000 Deferred income taxes — 81,406 40,130 — — 121,536 Intercompany long-term liability — 274,584 — — (274,584 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 69,467 68,426 13,012 — 150,905 Stockholders' equity 786,684 822,958 504,932 96,450 (1,424,340 ) 786,684 Total liabilities and stockholders' equity $ 786,684 $ 2,058,370 $ 874,962 $ 158,555 $ (1,985,475 ) $ 1,893,096 Condensed Consolidating Statement of Operations For the year end January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,813,950 $ 1,639,826 $ 246,158 $ (686,055 ) $ 3,013,879 Cost of goods sold — 1,286,411 989,284 136,317 (656,157 ) 1,755,855 Gross profit — 527,539 650,542 109,841 (29,898 ) 1,258,024 Selling, general, and administrative expenses — 181,150 679,532 88,257 (39,706 ) 909,233 Royalty income — (32,978 ) (19,414 ) — 8,326 (44,066 ) Operating income (loss) — 379,367 (9,576 ) 21,584 1,482 392,857 Interest expense — 26,550 5,331 557 (5,407 ) 27,031 Interest income — (5,826 ) — (81 ) 5,407 (500 ) (Income) loss in subsidiaries (237,822 ) 19,775 (9,742 ) — 227,789 — Other (income), net — (6 ) (60 ) (1,796 ) — (1,862 ) Income (loss) before income taxes 237,822 338,874 (5,105 ) 22,904 (226,307 ) 368,188 Provision for income taxes — 102,534 20,590 7,242 — 130,366 Net income (loss) $ 237,822 $ 236,340 $ (25,695 ) $ 15,662 $ (226,307 ) $ 237,822 CARTER’S, INC. Condensed Consolidating Statement of Operations For the year end January 3, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,770,238 $ 1,564,717 $ 241,191 $ (682,278 ) $ 2,893,868 Cost of goods sold — 1,271,260 936,260 138,838 (636,930 ) 1,709,428 Gross profit — 498,978 628,457 102,353 (45,348 ) 1,184,440 Selling, general, and administrative expenses — 203,371 646,728 91,521 (51,369 ) 890,251 Royalty income — (30,741 ) (18,896 ) — 10,481 (39,156 ) Operating income (loss) — 326,348 625 10,832 (4,460 ) 333,345 Interest expense — 27,651 5,310 343 (5,651 ) 27,653 Interest income — (5,998 ) — (56 ) 5,651 (403 ) (Income) loss in subsidiaries (194,670 ) 20,226 (15,050 ) — 189,494 — Other (income) expense, net — (235 ) 2,263 1,161 — 3,189 Income (loss) before income taxes 194,670 284,704 8,102 9,384 (193,954 ) 302,906 Provision for income taxes — 85,574 19,441 3,221 — 108,236 Net income (loss) $ 194,670 $ 199,130 $ (11,339 ) $ 6,163 $ (193,954 ) $ 194,670 CARTER’S, INC. Condensed Consolidating Statement of Operations For the year end December 28, 2013 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,637,361 $ 1,397,540 $ 220,438 $ (616,628 ) $ 2,638,711 Cost of goods sold — 1,170,073 819,798 112,503 (559,042 ) 1,543,332 Gross profit — 467,288 577,742 107,935 (57,586 ) 1,095,379 Selling, general, and administrative expenses — 204,255 632,854 102,115 (70,744 ) 868,480 Royalty income — (28,174 ) (17,909 ) — 8,831 (37,252 ) Operating income (loss) — 291,207 (37,203 ) 5,820 4,327 264,151 Interest expense — 13,374 598 63 (598 ) 13,437 Interest income — (1,100 ) — (167 ) 598 (669 ) (Income) loss in subsidiaries (160,407 ) 51,973 10,122 — 98,312 — Other expense (income), net — (358 ) 403 1,873 — 1,918 Income (loss) before income taxes 160,407 227,318 (48,326 ) 4,051 (93,985 ) 249,465 Provision for income taxes — 71,238 11,061 6,759 — 89,058 Net income (loss) $ 160,407 $ 156,080 $ (59,387 ) $ (2,708 ) $ (93,985 ) $ 160,407 Condensed Consolidating Statements of Comprehensive Income (Loss) For the year end January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 237,822 $ 236,340 $ (25,695 ) $ 15,662 $ (226,307 ) $ 237,822 Post-retirement benefit plans 859 859 803 — (1,662 ) 859 Foreign currency translation adjustments (14,189 ) (14,189 ) (29,574 ) (14,189 ) 57,952 (14,189 ) Comprehensive income (loss) $ 224,492 $ 223,010 $ (54,466 ) $ 1,473 $ (170,017 ) $ 224,492 For the year end January 3, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 194,670 $ 199,130 $ (11,339 ) $ 6,163 $ (193,954 ) $ 194,670 Post-retirement benefit plans (5,110 ) (5,110 ) (4,963 ) — 10,073 (5,110 ) Foreign currency translation adjustments (7,845 ) (7,845 ) (251 ) (7,845 ) 15,941 (7,845 ) Comprehensive income (loss) $ 181,715 $ 186,175 $ (16,553 ) $ (1,682 ) $ (167,940 ) $ 181,715 For the year end December 28, 2013 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 160,407 $ 156,080 $ (59,387 ) $ (2,708 ) $ (93,985 ) $ 160,407 Post-retirement benefit plans 6,609 6,609 6,237 — (12,846 ) 6,609 Foreign currency translation adjustments (5,486 ) (5,486 ) 354 (5,486 ) 10,618 (5,486 ) Comprehensive income (loss) $ 161,530 $ 157,203 $ (52,796 ) $ (8,194 ) $ (96,213 ) $ 161,530 Condensed Consolidating Statement of Cash Flows For the year end January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 148,656 $ 115,589 $ 43,742 $ — $ 307,987 Cash flows from investing activities: Capital expenditures — (27,813 ) (64,707 ) (10,977 ) — (103,497 ) Intercompany investing activity 161,993 5,642 (2,735 ) (8,582 ) (156,318 ) — Proceeds from repayment of intercompany loan — 35,000 — — (35,000 ) — Issuance of intercompany loan — (15,000 ) — — 15,000 — Proceeds from sale of property, plant and equipment — 65 — 7 — 72 Net cash provided by(used in) investing activities $ 161,993 $ (2,106 ) $ (67,442 ) $ (19,552 ) $ (176,318 ) $ (103,425 ) Cash flows from financing activities: Intercompany financing activity — (108,761 ) (46,672 ) (885 ) 156,318 — Repayments of intercompany loan — — — (35,000 ) 35,000 — Borrowings from intercompany loans — — — 15,000 (15,000 ) — Borrowings under secured revolving credit facility — 166,000 — 39,586 — 205,586 Payments on secured revolving credit facility — (186,000 ) — (19,237 ) — (205,237 ) Payment of debt issuance costs — (1,628 ) — — — (1,628 ) Payment of contingent consideration — (7,572 ) — — — (7,572 ) Dividends paid (46,028 ) — — — — (46,028 ) Repurchase of common stock (110,290 ) — — — — (110,290 ) Income tax benefit from stock-based compensation — 6,104 2,735 — — 8,839 Withholdings from vesting of restricted stock (12,651 ) — — — — (12,651 ) Proceeds from exercise of stock options 6,976 — — — — 6,976 Net cash (used in) provided by financing activities (161,993 ) (131,857 ) (43,937 ) (536 ) 176,318 (162,005 ) Effect of exchange rate changes on cash — — — (1,986 ) — (1,986 ) Net increase in cash and cash equivalents — 14,693 4,210 21,668 — 40,571 Cash and cash equivalents, beginning of period — 311,078 10,442 19,118 — 340,638 Cash and cash equivalents, end of period $ — $ 325,771 $ 14,652 $ 40,786 $ — $ 381,209 CARTER’S, INC. Condensed Consolidating Statement of Cash Flows For the year end January 3, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 189,945 $ 83,439 $ 9,013 $ — $ 282,397 Cash flows from investing activities: Capital expenditures — (45,868 ) (46,694 ) (10,891 ) — (103,453 ) Intercompany investing activity 118,060 15,864 (2,445 ) (8,901 ) (122,578 ) — Proceeds from repayment of intercompany loan — 15,000 — — (15,000 ) — Issuance of intercompany loan — (35,000 ) — — 35,000 — Acquisition of tradenames — (3,550 ) — — — (3,550 ) Proceeds from sale of property, plant and equipment — 2,267 — 4 — 2,271 Net cash provided by (used in) investing activities $ 118,060 $ (51,287 ) $ (49,139 ) $ (19,788 ) $ (102,578 ) $ (104,732 ) Cash flows from financing activities: Intercompany financing activity — (99,018 ) (26,302 ) 2,742 122,578 — Repayment of intercompany loan — — — (15,000 ) 15,000 — Proceeds from intercompany loan — — — 35,000 (35,000 ) — Payment of debt issuance costs — (177 ) — — — (177 ) Payment of contingent consideration — (8,901 ) — — — (8,901 ) Dividends paid (40,477 ) — — — — (40,477 ) Repurchase of common stock (82,099 ) — — — — (82,099 ) Income tax benefit from stock-based compensation — 2,256 2,444 — — 4,700 Withholdings from vesting of restricted stock (4,548 ) — — — — (4,548 ) Proceeds from exercise of stock options 9,064 — — — — 9,064 Net cash (used in) provided by financing activities (118,060 ) (105,840 ) (23,858 ) 22,742 102,578 (122,438 ) Effect of exchange rate changes on cash — — — (1,135 ) — (1,135 ) Net decrease in cash and cash equivalents — 32,818 10,442 10,832 — 54,092 Cash and cash equivalents, beginning of period — 278,260 — 8,286 — 286,546 Cash and cash equivalents, end of period $ — $ 311,078 $ 10,442 $ 19,118 $ — $ 340,638 CARTER’S, INC. Condensed Consolidating Statement of Cash Flows For the year end December 28, 2013 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: — 125,482 72,095 12,119 — 209,696 Cash flows from investing activities: Capital expenditures — (111,560 ) (59,852 ) (11,113 ) — (182,525 ) Intercompany investing activity 473,988 26,693 (4,112 ) (14,721 ) (481,848 ) — Issuance of intercompany loan — (100,000 ) — — 100,000 — Acquisition of tradenames — (38,007 ) — — — (38,007 ) Net cash used in investing activities 473,988 (222,874 ) (63,964 ) (25,834 ) (381,848 ) (220,532 ) Cash flows from financing activities: Proceeds from senior notes — 400,000 — — — 400,000 Intercompany financing activity — (361,424 ) (119,183 ) (1,241 ) 481,848 — Proceeds from intercompany loan — — 100,000 — (100,000 ) — Payment of debt issuance costs — (6,989 ) — — — (6,989 ) Payment of contingent consideration — (14,721 ) — — — (14,721 ) Dividends paid (27,715 ) — — — — (27,715 ) Repurchase of common stock (454,133 ) — — — — (454,133 ) Income tax benefit from stock-based compensation — 6,928 4,112 — — 11,040 Withholdings from vesting of restricted stock (5,052 ) — — — — (5,052 ) Proceeds from exercise of stock options 12,912 — — — — 12,912 Net cash provided by (used in) financing activities (473,988 ) 23,794 (15,071 ) (1,241 ) 381,848 (84,658 ) Effect of exchange rate changes on cash — — — (196 ) — (196 ) Net increase in cash and cash equivalents — (73,598 ) (6,940 ) (15,152 ) — (95,690 ) Cash and cash equivalents, beginning of period — 351,858 6,940 23,438 — 382,236 Cash and cash equivalents, end of period $ — $ 278,260 $ — $ 8,286 $ — $ 286,546 |