Carter's (CRI) 10-Q 27 Jul 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jul. 02, 2016	Jul. 22, 2016
Document Information [Line Items]
Entity Registrant Name	CARTERS INC
Entity Central Index Key	1,060,822
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jul. 2, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		50,060,231

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015
Current assets:
Cash and cash equivalents	$ 205,080	$ 381,209	$ 244,301
Accounts receivable, net	150,633	207,570	157,145
Finished goods inventories	587,434	469,934	544,256
Prepaid expenses and other current assets	46,189	37,815	47,639
Deferred income taxes	32,816	34,080	31,871
Total current assets	1,022,152	1,130,608	1,025,212
Property, plant, and equipment, net of accumulated depreciation of $317,580, $290,636, and $263,580, respectively	386,034	371,704	353,138
Tradenames	309,017	310,848	312,836
Goodwill	177,540	174,874	178,753
Other assets	17,749	15,620	13,759
Total assets	1,912,492	2,003,654	1,883,698
Current liabilities:
Accounts payable	190,366	157,648	145,809
Other current liabilities	80,595	105,070	76,451
Total current liabilities	270,961	262,718	222,260
Long-term debt, net	580,678	578,972	580,427
Deferred income taxes	128,682	128,838	119,230
Other long-term liabilities	165,469	158,075	158,842
Total liabilities	1,145,790	1,128,603	1,080,759
Commitments and contingencies - Note 13
Stockholders' equity:
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at July 2, 2016, January 2, 2016, and July 4, 2015	0	0	0
Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 50,194,955, 51,764,309, and 52,331,208 shares issued and outstanding at July 2, 2016, January 2, 2016 and July 4, 2015, respectively	502	518	523
Additional paid-in capital	0	0	0
Accumulated other comprehensive loss	(30,533)	(36,367)	(29,275)
Retained earnings	796,733	910,900	831,691
Total stockholders' equity	766,702	875,051	802,939
Total liabilities and stockholders' equity	$ 1,912,492	$ 2,003,654	$ 1,883,698

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015
Statement of Financial Position [Abstract]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 307,449	$ 290,636	$ 257,394
Preferred stock; par value	$ 0.01	$ 0.01	$ 0.01
Preferred stock; shares authorized	100,000	100,000	100,000
Preferred stock; issued	0	0	0
Preferred stock; outstanding	0	0	0
Common stock, voting; par value	$ 0.01	$ 0.01	$ 0.01
Common stock, voting; shares authorized	150,000,000	150,000,000	150,000,000
Common stock voting; shares issued	51,206,395	51,764,309	52,615,316
Common stock voting; shares outstanding	51,206,395	51,764,309	52,615,316

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Income Statement [Abstract]
Net sales	$ 639,471	$ 612,765	$ 1,363,556	$ 1,297,529
Cost of goods sold	357,289	349,870	770,445	750,582
Gross profit	282,182	262,895	593,111	546,947
Selling, general, and administrative expenses	228,464	209,296	457,460	420,479
Royalty income	(9,525)	(8,353)	(20,600)	(19,989)
Operating income	63,243	61,952	156,251	146,457
Interest expense	6,803	6,935	13,542	13,627
Interest income	(178)	(157)	(385)	(294)
Other expense (income), net	516	(1,900)	3,709	62
Income before income taxes	56,102	57,074	139,385	133,062
Provision for income taxes	19,904	20,969	49,207	47,165
Net income	$ 36,198	$ 36,105	$ 90,178	$ 85,897
Diluted net income per common share	$ 0.72	$ 0.69	$ 1.77	$ 1.63
Dividend declared and paid per common share	0.71	0.68	1.75	1.62
Dividend declared per common share	$ 0.33	$ 0.22	$ 0.66	$ 0.44

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 36,198	$ 36,105	$ 90,178	$ 85,897
Other comprehensive income (loss):
Foreign currency translation adjustments	548	(244)	5,834	(6,238)
Comprehensive income	$ 36,746	$ 35,861	$ 96,012	$ 79,659

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Jul. 02, 2016 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	Retained Earnings [Member]
Balance at Jan. 02, 2016	$ 875,051	$ 518	$ 0	$ (36,367)	$ 910,900
Balance (in shares) at Jan. 02, 2016	51,764,309	51,764,309
Income tax benefit from stock-based compensation	$ 3,684		3,684
Exercise of stock options	5,101	$ 1	5,100
Exercise of stock options (in shares)		118,000
Withholdings from vesting of restricted stock	(8,508)	$ (1)	(8,507)
Withholdings from vesting of restricted stock (in shares)		(89,892)
Restricted stock activity	0	$ 2	(2)
Restricted stock activity (in shares)		164,073
Stock Issued During Period, Shares, New Issues		10,312
Stock Issued During Period, Value, New Issues	1,164		1,164
Stock-based compensation expense	8,086		8,086
Repurchase of common stock	(180,209)	$ (18)	(9,525)		(170,666)
Repurchase of common stock (in shares)		(1,771,847)
Cash dividends declared and paid	(33,679)				(33,679)
Comprehensive income	96,012			5,834	90,178
Balance at Jul. 02, 2016	$ 766,702	$ 502	$ 0	$ (30,533)	$ 796,733
Balance (in shares) at Jul. 02, 2016	51,206,395	50,194,955

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands, CAD in Millions	6 Months Ended
	Jul. 02, 2016USD ($)	Jul. 04, 2015USD ($)
Cash flows from operating activities:
Net income	$ 90,178	$ 85,897
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	34,916	30,338
Amortization of tradenames	1,831	4,429
Accretion of contingent consideration	0	809
Amortization of debt issuance costs	725	678
Non-cash stock-based compensation expense	9,250	9,560
Unrealized foreign currency loss, net	3,130	84
Income tax benefit from stock-based compensation	(3,684)	(6,890)
Loss on disposal of property, plant, and equipment	133	90
Deferred income taxes	1,258	1,886
Effect of changes in operating assets and liabilities:
Accounts receivable, net	57,229	28,649
Finished goods inventories	(114,817)	(103,379)
Prepaid expenses and other assets	(12,643)	(14,244)
Accounts payable and other liabilities	18,093	(10,775)
Net cash provided by operating activities	85,599	27,132
Cash flows from investing activities:
Capital expenditures	(49,698)	(50,284)
Proceeds from sale of property, plant, and equipment	193	43
Net cash used in investing activities	(49,505)	(50,241)
Cash flows from financing activities:
Borrowings under secured revolving credit facility	0	20,349
Payments on secured revolving credit facility	0	20,000
Repurchase of common stock	(180,209)	(48,894)
Dividends paid	(33,679)	(23,143)
Income tax benefit from stock-based compensation	3,684	6,890
Withholdings from vesting of restricted stock	(8,508)	(12,377)
Proceeds from exercise of stock options	5,101	4,560
Net cash used in financing activities	213,611	72,615
Effect of exchange rate changes on cash and cash equivalents	1,388	(613)
Net decrease in cash and cash equivalents	(176,129)	(96,337)
Cash and cash equivalents, beginning of period	381,209	340,638
Cash and cash equivalents, end of period	$ 205,080	$ 244,301

THE COMPANY

THE COMPANY	6 Months Ended
	Jul. 02, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
THE COMPANY	THE COMPANY Carter's, Inc. and its wholly owned subsidiaries (collectively, the "Company," "its," "us" and "our") design, source, and market branded childrenswear under the Carter's, Child of Mine, Just One You, Precious Firsts , OshKosh , and other brands. The Company's products are sourced through contractual arrangements with manufacturers worldwide for wholesale distribution to major domestic and international retailers and for the Company's own retail stores and websites that market its brand name merchandise and other licensed products manufactured by other companies. As of July 2, 2016 , the Company operated 624 Carter’s stores in the United States, 262 OshKosh stores in the United States, and 150 stores in Canada.

BASIS OF PREPARATION AND ADOPTI

BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jul. 02, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS	BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS The accompanying unaudited condensed consolidated financial statements include the accounts of Carter's, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission (the "SEC"). All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, comprehensive income, statement of stockholders' equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the fiscal quarter and two fiscal quarters ended July 2, 2016 are not necessarily indicative of the results that may be expected for the 2016 fiscal year ending December 31, 2016 . The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The accompanying condensed consolidated balance sheet as of January 2, 2016 was derived from the Company's audited consolidated financial statements included in its most recently filed Annual Report on Form 10-K. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC and the instructions to Form 10-Q. The accounting policies the Company follows are set forth in its most recently filed Annual Report on Form 10-K. There have been no material subsequent changes to these accounting policies, except as noted below for new accounting pronouncements adopted at the beginning of fiscal 2016. Adoption of New Accounting Pronouncements At the Beginning of Fiscal 2016 At the beginning of fiscal 2016, the Company adopted the following Accounting Standards Updates ("ASU"): ASU No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"); ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"); and ASU No. 2015-04, Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets ("ASU 2015-04"). ASU 2015-05 The Company prospectively adopted the provisions of ASU No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement at the beginning of fiscal 2016, as it relates to the accounting for fees paid in connection with arrangements with cloud-based software providers. Under the new guidance, unless a software arrangement includes specific elements enabling customers to possess and operate software on platforms other than those offered by the cloud-based provider, the costs of such arrangements are accounted for as an operating expense in the period in which such costs are incurred. The adoption of this guidance did not have a material effect on the Company's financial position, results of operations, or cash flows. For the Company's adoption of ASU 2015-03, refer to Note 6, Long-Term Debt , accompanying the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. The Company adopted this guidance effective at the beginning of fiscal 2016 and the provisions have been applied to each prior period presented for comparative purposes. For the Company's adoption of ASU 2015-04, refer to Note 8, Employee Benefit Plans , accompanying the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE LOSS	6 Months Ended
	Jul. 02, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
ACCUMULATED OTHER COMPREHENSIVE LOSS	ACCUMULATED OTHER COMPREHENSIVE LOSS The components, net of applicable income taxes, of accumulated other comprehensive loss consisted of the following: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Cumulative foreign currency translation adjustments $ (23,752 ) $ (29,586 ) $ (21,635 ) Pension and post-retirement liability adjustments (6,781 ) (6,781 ) (7,640 ) Total accumulated other comprehensive loss $ (30,533 ) $ (36,367 ) $ (29,275 ) Changes in accumulated other comprehensive loss for the second quarter and first two quarters of fiscal 2016 consisted of additional gains of $0.5 million and additional gains of $5.8 million for foreign currency translation adjustments, respectively. Changes in accumulated other comprehensive loss for the second quarter and first two quarters of fiscal 2015 consisted of additional losses of $0.2 million and $6.2 million for foreign currency translation adjustments, respectively. During the first and second quarters of both fiscal 2016 and fiscal 2015 , no amounts were reclassified from accumulated other comprehensive loss to the statement of operations.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	6 Months Ended
	Jul. 02, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	GOODWILL AND TRADENAMES INTANGIBLE ASSETS The Company's goodwill and other intangible assets were as follows: July 2, 2016 January 2, 2016 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Gross amount Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 $ 136,570 $ — $ 136,570 Canadian acquisition Indefinite 40,970 — 40,970 38,304 — 38,304 Total goodwill $ 177,540 $ — $ 177,540 $ 174,874 $ — $ 174,874 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 85,500 — 85,500 Other tradenames 2-20 years 42,022 38,738 3,284 41,992 36,877 5,115 Total tradenames $ 347,755 $ 38,738 $ 309,017 $ 347,725 $ 36,877 $ 310,848 July 4, 2015 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 Canadian acquisition Indefinite 42,183 — 42,183 Total goodwill $ 178,753 $ — $ 178,753 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Other tradenames 2-20 years 42,036 34,933 7,103 Total tradenames $ 347,769 $ 34,933 $ 312,836 The changes in the carrying values between the comparative periods for goodwill related to the Company's 2011 acquisition of its Canadian business (Bonnie Togs) were solely due to fluctuations in the foreign currency exchange rates between the Canadian and U.S. dollar that were used in the remeasurement process for preparing the Company's consolidated financial statements. The portion of the changes in the carrying values for other trademarks, including the related accumulated amortization, that was not attributable to amortization expense was also impacted by these same foreign currency exchange rate fluctuations. The Company recorded approximately $0.8 million and $1.8 million in amortization expense for the fiscal quarter and two fiscal quarters ended July 2, 2016 , respectively, and approximately $2.1 million and $4.4 million in amortization expense for the fiscal quarter and two fiscal quarters ended July 4, 2015 , respectively. At July 2, 2016 , the estimated future amortization expense for these assets is approximately $0.1 million for the remainder of fiscal 2016 , $0.2 million for fiscal 2017, $0.2 million for each of fiscal year 2018, 2019 and 2020, and $2.5 million thereafter.

COMMON STOCK

COMMON STOCK	6 Months Ended
	Jul. 02, 2016
Stockholders' Equity Note [Abstract]
COMMON STOCK	COMMON STOCK SHARE REPURCHASES In the second quarter of fiscal 2013, the Company's Board of Directors authorized the repurchase of shares of the Company's stock in an amount up to $300 million , inclusive of amounts remaining under previous authorizations. In the third quarter of fiscal 2013, the Board approved an additional $400 million accelerated share repurchase authorization, which has been completed. On February 24, 2016 , the Company's Board of Directors authorized a new $500 million share repurchase program in addition to any amounts remaining under previous authorizations. The total remaining capacity under the outstanding repurchase authorizations as of July 2, 2016 was approximately $394.6 million , based on settled repurchase transactions. The authorizations have no expiration date. Open Market Repurchases The Company repurchased and retired shares in open market transactions in the following amounts for the fiscal periods indicated: Fiscal quarter ended Two fiscal quarters ended July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Number of shares repurchased 1,049,483 346,325 1,771,847 504,225 Aggregate cost of shares repurchased -(dollars in thousands) $ 108,648 $ 34,773 $ 180,209 $ 48,894 Average price per share $ 103.52 $ 100.40 $ 101.71 $ 96.97 Future repurchases may occur from time to time in the open market, in privately negotiated transactions, or otherwise. The timing and amount of any repurchases will be determined by the Company's management, based on its evaluation of market conditions, share price, other investment priorities, and other factors. DIVIDENDS In the second fiscal quarter and two fiscal quarters ended July 2, 2016, the Company paid cash dividends per share of $0.33 and $0.66 , respectively. In the second fiscal quarter and two fiscal quarters ended July 4, 2015, the Company paid cash dividends per share of $0.22 and $0.44 , respectively. Future declarations of dividends and the establishment of future record and payment dates are at the discretion of the Company's Board of Directors and based on a number of factors, including the Company's future financial performance and other investment priorities. Provisions in the indenture governing the senior notes of The William Carter Company ("TWCC"), a 100% owned subsidiary of the Company, and in TWCC's secured revolving credit facility could have the effect of restricting the Company's ability to pay future cash dividends on, or make future repurchases of, its common stock. Provisions related to the indenture governing the senior notes are described in the Company's Annual Report on Form 10-K for the 2015 fiscal year ended January 2, 2016.

LONG-TERM DEBT

LONG-TERM DEBT	6 Months Ended
	Jul. 02, 2016
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consisted of the following: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (5,036 ) (5,459 ) (5,871 ) Senior notes, net 394,964 394,541 394,129 Secured revolving credit facility 185,714 184,431 186,298 Total long-term debt, net $ 580,678 $ 578,972 $ 580,427 In the first quarter of fiscal 2015, the Company replaced $20.0 million of outstanding borrowings under the then-existing secured revolving credit facility with CAD 25.5 million of borrowings, which approximated $20.3 million . This transaction is reflected on the Company's consolidated statement of cash flows. Secured Revolving Credit Facility As previously disclosed in the Company's most recent Annual Report on Form 10-K for the 2015 fiscal year ended January 2, 2016, the secured revolving credit facility was amended and restated in September 2015. The aggregate principal amount of the secured revolving credit facility is $500 million consisting of (i) a $400 million U.S. dollar revolving credit facility (including a $175 million sub-limit for letters of credit and a swing line sub-limit of $50 million ) available for borrowings by TWCC and (ii) a $100 million multicurrency revolving credit facility (including a $40 million sub-limit for letters of credit and a swing line sub-limit of $15 million ) available for borrowings by TWCC and certain other subsidiaries of TWCC in U.S. dollars, Canadian dollars, Euros, Pounds Sterling, or other currencies agreed to by the applicable lenders. The secured revolving credit facility also provides for incremental facilities in an aggregate amount not to exceed $250 million , either in the form of a commitment increase under the existing revolving credit facility or the incurrence of one or more tranches of term loans (with the aggregate U.S. dollar amount available to the Company not to exceed $200 million and the aggregate multicurrency amount available not to exceed $50 million ). The Company's secured revolving credit facility matures September 16, 2020 . As of July 2, 2016 , the Company had approximately $185.7 million in outstanding borrowings under its secured revolving credit facility, exclusive of $4.8 million of outstanding letters of credit. As of July 2, 2016 , approximately $309.4 million was available for future borrowing. As of July 2, 2016 , the interest rate margins applicable to the secured revolving credit facility were 1.375% for LIBOR (London Interbank Offered Rate) rate loans (which may be adjusted based on a leverage-based pricing grid ranging from 1.125% to 1.875% ) and 0.375% for base rate loans (which may be adjusted based on a leverage-based pricing grid ranging from 0.125% to 0.875% ). As of July 2, 2016 , U.S. dollar borrowings outstanding under the secured revolving credit facility accrued interest at a LIBOR rate plus the applicable base rate , which was 1.82% on that date, and Canadian dollar borrowings accrued interest at a CDOR (Canadian Dollar Offered Rate ) plus the applicable base rate, which was 2.26% on that date. As disclosed in the Company's most recent Annual Report on Form 10-K for the 2015 fiscal year ended January 2, 2016, the Company's secured revolving credit facility contains covenants, including affirmative and financial covenants. As of July 2, 2016 , the Company was in compliance with the financial and other covenants under the secured revolving credit facility. Senior Notes As of July 2, 2016 , TWCC had outstanding $400 million principal amount of senior notes bearing interest at a fixed rate of 5.25% per annum and maturing on August 15, 2021. The senior notes are unsecured and are fully and unconditionally guaranteed by Carter's, Inc. and certain subsidiaries of TWCC. On the Company's consolidated balance sheet, the senior notes are reported net of certain unamortized issuance-related costs, as described in the following section. Adoption of New Accounting Pronouncement Related to Debt Issuance Costs The Company retrospectively adopted the provisions of Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"), at the beginning of fiscal 2016, which requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of a debt discount. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. The guidance did not change the recognition and measurement requirements for debt issuance costs. The Company reclassified $5.0 million , $5.5 million , and $5.9 million of unamortized issuance-related debt costs associated with the Company's senior notes from other assets to Long-term debt, net within its consolidated balance sheets as of July 2, 2016 , January 2, 2016, and July 4, 2015 , respectively. Other than this balance sheet reclassification, the adoption of ASU 2015-03 did not have an impact on the Company's consolidated financial statements. Fees paid to lenders to secure revolving lines of credit continue to be presented as a deferred charge (asset) on the balance sheet.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jul. 02, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION The Company recorded stock-based compensation expense as follows: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Stock options $ 981 $ 1,020 $ 2,277 $ 2,344 Restricted stock: Time-based awards 1,717 1,612 3,862 3,695 Performance-based awards 832 1,093 1,947 2,426 Stock awards 1,164 1,095 1,164 1,095 Total $ 4,694 $ 4,820 $ 9,250 $ 9,560

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	6 Months Ended
	Jul. 02, 2016
Compensation and Retirement Disclosure [Abstract]
EMPLOYEE BENEFIT PLANS	EMPLOYEE BENEFIT PLANS The Company maintains a defined contribution plan and two defined benefit plans. The two defined benefit plans include the OshKosh B'Gosh pension plan and a post-retirement life and medical plan. OSHKOSH B'GOSH PENSION PLAN The net periodic pension cost (benefit) included in the statement of operations was comprised of: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Interest cost $ 629 $ 623 $ 1,258 $ 1,246 Expected return on plan assets (676 ) (785 ) (1,352 ) (1,570 ) Recognized actuarial loss 145 161 290 322 Net periodic pension cost (benefit) $ 98 $ (1 ) $ 196 $ (2 ) POST-RETIREMENT LIFE AND MEDICAL PLAN The components of post-retirement benefit expense charged to the statement of operations were as follows: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Service cost – benefits attributed to service during the period $ 31 $ 32 $ 62 $ 64 Interest cost on accumulated post-retirement benefit obligation 44 45 88 90 Amortization net actuarial gain (49 ) (48 ) (98 ) (96 ) Total net periodic post-retirement benefit cost $ 26 $ 29 $ 52 $ 58 Simplified Measurement Date for Defined Benefit Plan Assets and Obligations The Company adopted the provisions of ASU No. 2015-04, Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets ("ASU 2015-04") at the beginning of fiscal 2016. However, the Company is not required to make any such measurements until the end of fiscal 2016. ASU 2015-04 allows employers with fiscal year ends that do not coincide with a calendar month end to make an accounting policy election to measure defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end (i.e., on an alternative measurement date). An employer that makes this election must consistently apply the alternative measurement date from year to year and to all of its defined benefit plans. The Company expects to make the accounting policy election to use December 31 as the measurement date for all of its defined benefit plan assets and obligations for fiscal 2016 and subsequent years. Measurement dates for prior periods will not be impacted. Since the Company's current 52-week fiscal year will end on December 31, 2016, it will not be necessary for the Company to utilize an alternate measurement date for fiscal 2016 and thus the initial adoption of ASU 2015-04 in fiscal 2016 will have no impact on the Company's results of operations, financial condition, or cash flows.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jul. 02, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES During the first quarters of fiscal 2016 and 2015, the IRS and various state tax authorities completed examinations of the Company's income tax returns. As a result, the Company recognized income tax benefits related to prior years of approximately $0.4 million and $1.8 million in the first quarters of fiscal 2016 and 2015, respectively. In most cases, the Company is no longer subject to state and local tax authority examinations for years prior to fiscal 2012. As of July 2, 2016 , the Company had gross unrecognized income tax benefits of approximately $9.8 million , of which $6.9 million , if ultimately recognized, may affect the Company's effective tax rate in the periods settled. The Company has recorded tax positions for which the ultimate deductibility is more likely than not, but for which there is uncertainty about the timing of such deductions. Included in the reserves for unrecognized tax benefits at July 2, 2016 were approximately $1.0 million of reserves for which the statute of limitations is expected to expire within the next fiscal year. If these tax benefits are ultimately recognized, such recognition, net of federal income taxes, may affect the annual effective tax rate for fiscal 2016 or fiscal 2017 along with the effective tax rate in the quarter in which the benefits are recognized. The Company recognizes interest related to unrecognized tax benefits as a component of interest expense and recognizes penalties related to unrecognized tax benefits as a component of income tax expense. During the fiscal quarter and two fiscal quarters ended July 2, 2016 and the fiscal quarter and two fiscal quarters ended July 4, 2015 , interest expense recorded on uncertain tax positions was not significant. The Company had approximately $0.8 million , $0.8 million , and $0.9 million of interest accrued on uncertain tax positions as of July 2, 2016 , January 2, 2016 , and July 4, 2015 , respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jul. 02, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The following tables set forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities accounted for at fair value on a recurring basis. July 2, 2016 January 2, 2016 July 4, 2015 (dollars in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Investments $ 10.9 $ — $ — $ 8.6 $ — $ — $ 7.9 $ — $ — Foreign exchange forward contracts (1) $ — $ — $ — $ — $ 2.1 $ — $ — $ 1.6 $ — Liabilities Foreign exchange forward contracts (2) $ — $ 1.3 $ — $ — $ — $ — $ — $ — $ — Contingent consideration $ — $ — $ — $ — $ — $ — $ — $ — $ 9.0 (1) Included in Prepaid expenses and other current assets in the Company's condensed consolidated balance sheet. (2) Included in Other current liabilities i n the Company's condensed consolidated balance sheet. INVESTMENTS The Company invests in marketable securities, principally equity-based mutual funds, to mitigate the risk associated with the investment return on employee deferrals of compensation. Gains on the investments in marketable securities were $0.7 million and $0.3 million for the fiscal quarter and two fiscal quarters ended July 2, 2016 , respectively. Gains on the investments in marketable securities were not material for the fiscal quarter ended July 4, 2015 and were $0.3 million for the two fiscal quarters ended July 4, 2015 . These amounts are included in Other expense (income), net on the Company's consolidated statement of operations included in this Quarterly Report on Form 10-Q. FOREIGN EXCHANGE FORWARD CONTRACTS Fair values for unsettled foreign exchange forward contracts are calculated by using readily observable market inputs (market-quoted currency exchange rates in effect between U.S. and Canadian dollars). At July 2, 2016 , the notional value of the open foreign currency forward contracts was approximately $20.0 million . These contracts were marked-to-market, or to fair value, resulting in an unrealized loss of approximately $1.3 million at July 2, 2016. The Company recorded realized losses of approximately $1.1 million and $0.3 million for foreign currency forward contracts settled during the fiscal quarter and two fiscal quarters ended July 2, 2016, respectively. The Company recorded realized gains of approximately $0.3 million for foreign currency forward contracts settled during the second quarter of fiscal 2015 . These amounts are included in Other expense (income), net on the Company's consolidated statement of operations. The Company did not apply hedge accounting treatment on any of these foreign currency forward contracts. During the first quarter of fiscal 2015, the Company had no foreign exchange forward contracts. CONTINGENT CONSIDERATION The following table summarizes the changes in the contingent consideration liability during the fiscal quarter and first two fiscal quarters of 2015 related to the Company's 2011 acquisition of Bonnie Togs in Canada: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 4, 2015 July 4, 2015 Balance at the beginning of period $ 7,661 $ 7,711 Accretion 326 809 Foreign currency translation adjustment (42 ) (575 ) Final contingent adjustment 1,077 1,077 Balance at the end of period $ 9,022 $ 9,022 At July 2, 2016 and January 2, 2016 , the Company had no remaining contingent consideration liability related to the 2011 acquisition of Bonnie Togs in Canada. BORROWINGS As of July 2, 2016 , the fair value of the Company's $185.7 million in outstanding borrowings under its secured revolving credit facility approximated carrying value. The fair value of the Company's senior notes at July 2, 2016 was approximately $414 million . The fair value of these senior notes with a notional value and carrying value of $400 million was estimated using a quoted price as provided in the secondary market, which considers the Company's credit risk and market related conditions, and is therefore within Level 2 of the fair value hierarchy.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jul. 02, 2016
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE The following is a reconciliation of basic common shares outstanding to diluted common and common equivalent shares outstanding: Fiscal quarter ended Two fiscal quarters ended July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 50,143,568 52,020,386 50,660,278 52,069,800 Dilutive effect of equity awards 469,114 526,016 468,632 514,121 Diluted number of common and common equivalent shares outstanding 50,612,682 52,546,402 51,128,910 52,583,921 Basic net income per common share (in thousands, except per share data): Net income $ 36,198 $ 36,105 $ 90,178 $ 85,897 Income allocated to participating securities (279 ) (305 ) (720 ) (847 ) Net income available to common shareholders $ 35,919 $ 35,800 $ 89,458 $ 85,050 Basic net income per common share $ 0.72 $ 0.69 $ 1.77 $ 1.63 Diluted net income per common share (in thousands, except per share data): Net income $ 36,198 $ 36,105 $ 90,178 $ 85,897 Income allocated to participating securities (278 ) (303 ) (715 ) (840 ) Net income available to common shareholders $ 35,920 $ 35,802 $ 89,463 $ 85,057 Diluted net income per common share $ 0.71 $ 0.68 $ 1.75 $ 1.62 Anti-dilutive shares excluded from dilutive earnings per share computation 233,570 178,800 233,570 183,300

OTHER CURRENT AND LONG-TERM LIA

OTHER CURRENT AND LONG-TERM LIABILITIES	6 Months Ended
	Jul. 02, 2016
Other Liabilities Disclosure [Abstract]
OTHER CURRENT AND LONG-TERM LIABILITIES	OTHER CURRENT AND LONG-TERM LIABILITIES Other current liabilities that exceeded five percent of total current liabilities, at the end of any comparable period, were as follows: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Accrued bonuses and incentive compensation $ 6,694 $ 17,934 $ 7,400 Accrued employee benefits 8,718 19,751 8,253 Accrued and deferred rent 13,930 12,590 13,160 Other long-term liabilities that exceeded five percent of total liabilities, at the end of any comparable period, were as follows: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Deferred lease incentives $ 71,884 $ 70,060 $ 69,804

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jul. 02, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES The Company is subject to various claims and pending or threatened lawsuits in the normal course of business. The Company is not currently a party to any legal proceedings that it believes would have a material adverse impact on its financial position, results of operations, or cash flows.

SEGMENT INFORMATION

SEGMENT INFORMATION	6 Months Ended
	Jul. 02, 2016
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION The table below presents certain information for our reportable segments and unallocated corporate expenses for the periods indicated: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, % of July 4, % of July 2, % of July 4, % of Net sales : Carter’s Wholesale $ 205,738 32.2 % $ 211,730 34.6 % $ 485,878 35.5 % $ 481,045 37.1 % Carter’s Retail (a) 273,832 42.8 % 246,980 40.4 % 546,155 40.1 % 504,707 39.0 % Total Carter’s (U.S.) 479,570 75.0 % 458,710 75.0 % 1,032,033 75.6 % 985,752 76.1 % OshKosh Retail (a) 78,950 12.3 % 73,453 12.0 % 160,716 11.8 % 146,495 11.3 % OshKosh Wholesale 9,384 1.5 % 14,306 2.3 % 21,298 1.6 % 30,357 2.3 % Total OshKosh (U.S.) 88,334 13.8 % 87,759 14.3 % 182,014 13.4 % 176,852 13.6 % International (b) 71,567 11.2 % 66,296 10.7 % 149,509 11.0 % 134,925 10.3 % Total net sales $ 639,471 100.0 % $ 612,765 100.0 % $ 1,363,556 100.0 % $ 1,297,529 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales % of % of Carter’s Wholesale $ 39,899 19.4 % $ 40,207 19.0 % $ 106,104 21.8 % $ 98,138 20.4 % Carter’s Retail (a) 38,433 14.0 % 38,331 15.5 % 79,687 14.6 % 82,824 16.4 % Total Carter’s (U.S.) 78,332 16.3 % 78,538 17.1 % 185,791 18.0 % 180,962 18.4 % OshKosh Retail (a) (1,481 ) (1.9 )% (1,815 ) (2.5 )% (3,266 ) (2.0 )% (2,775 ) (1.9 )% OshKosh Wholesale 1,610 17.2 % 2,249 15.7 % 3,816 17.9 % 5,228 17.2 % Total OshKosh (U.S.) 129 0.1 % 434 0.5 % 550 0.3 % 2,453 1.4 % International (b) (c) 9,105 12.7 % 6,236 9.4 % 17,546 11.7 % 12,747 9.4 % Corporate expenses (d) (e) (24,323 ) (23,256 ) (47,636 ) (49,705 ) Total operating income $ 63,243 9.9 % $ 61,952 10.1 % $ 156,251 11.5 % $ 146,457 11.3 % (a) Includes eCommerce results. (b) Net sales include international retail, eCommerce, and wholesale sales. Operating income includes international licensing income. (c) Includes charges associated with the revaluation of the Company's contingent consideration related to the Company's 2011 acquisition of Bonnie Togs of approximately $1.4 million and $1.9 million for the fiscal quarter and two fiscal quarters ended July 4, 2015 , respectively. (d) Corporate expenses 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 charges related to the amortization of tradenames of $0.8 million and $1.8 million for the fiscal quarter and two fiscal quarters ended July 2, 2016 , respectively, and $2.1 million and $4.4 million for the fiscal quarter and two fiscal quarters ended July 4, 2015 , respectively.

PENDING ADOPTION OF RECENT ACCO

PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jul. 02, 2016
Accounting Policies [Abstract]
PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS	PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which has been codified in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers . This guidance clarifies the principles for recognizing revenue and will be applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. Further, the guidance will require improved disclosures as well as additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The standard is effective for the Company beginning in the first quarter of fiscal 2018, including interim periods within that first fiscal year, and early adoption is now permitted for 2017. Upon becoming effective, the Company will apply the amendments in the updated standard either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial position, results of operations, and cash flows. Since the original issuance of ASU 2014-09, the FASB has issued several amendments and updates to this guidance, and additional amendments and updates are currently being considered by the FASB. Simplified Subsequent Measurement of Inventory In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory ("ASU 2015-11"). Upon adoption by an entity, ASU 2015-11 will simplify the subsequent measurement of inventory by replacing the current lower of cost or market test with a lower of cost and net realizable value test. The new guidance applies only to inventories for which cost is determined by methods other than last-in-first-out (LIFO) and the retail inventory method. For inventory within the scope of ASU 2015-11, entities will be required to compare the cost of inventory to only one measure, its net realizable value, and not the three measures required by current guidance ("market," "subject to a floor," and a "ceiling"). When evidence exists that the net realizable value of inventory is less than its cost (due to damage, physical deterioration, obsolescence, changes in price levels or other causes), entities will recognize the difference as a loss in earnings in the period in which it occurs. ASU 2015-11 is effective for public entities for fiscal years beginning after December 15, 2016, and interim periods within the year of adoption. Early adoption is permitted. The Company expects to adopt the provisions of ASU 2015-11 at the beginning of fiscal 2017. At this time, the Company does not believe the adoption of ASU 2015-11 will have a material impact on its consolidated financial condition, results of operations, or cash flows. Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). Current GAAP requires the deferred taxes for each tax jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate based on the period in which the attribute is expected to be realized. Upon adoption of ASU 2015-17, all deferred tax assets and liabilities will be classified as noncurrent on an entity's balance sheet. As a result, each jurisdiction will have only one net noncurrent deferred tax asset or liability. ASU 2015-17 will not change the existing guidance that prohibits the offsetting of deferred tax liabilities of one jurisdiction against the deferred tax assets of another jurisdiction. ASU 2015-17 is effective for public entities in fiscal years beginning after December 15, 2016, including interim periods in the year of adoption. Early adoption is permitted, and adoption may be applied either prospectively or retrospectively. The Company plans to adopt ASU 2015-17 at the beginning of the first quarter of fiscal 2017. ASU 2015-17 will only involve classification of certain deferred tax assets and liabilities on the Company's consolidated balance sheet and will have no impact on the Company's results of operations or cash flows. The Company does not expect the adoption of ASU 2015-17 will have a material effect on the Company's consolidated balance sheet. Leases In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases . Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term. The new standard will be effective for the Company at the beginning of fiscal 2019, including interim periods within the year of adoption. The new standard requires a modified retrospective basis, and early adoption is permitted. The Company is still evaluating the potential impacts of ASU 2016-02 on its consolidated financial statements. However, the Company expects that the adoption of ASU 2016-02 will require the Company to recognize right-of-use assets and lease liabilities that will be material to the Company's consolidated balance sheet. Accounting for Share-Based Payments to Employees In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which amends ASC Topic 718, Stock Compensation . ASU 2016-09 includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. All tax benefits and deficiencies related to share-based payments will be recognized and recorded through the statement of operations for all awards settled or expiring after the adoption of ASU 2016-09. Currently, tax benefits in excess of compensation costs ("windfalls") are recorded in equity, and tax deficiencies ("shortfalls") are recorded in equity to the extent of previous windfalls and then to the statement of operations. ASU 2016-09 will also require, either prospectively or retrospectively, that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows, a change from the current requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities on the statement of cash flows. Additionally, ASU 2016-09 will allow entities to make an accounting policy election for the impact of most types of forfeitures on the recognition of expense for share-based payment awards by allowing the forfeitures to be either estimated, as is currently required, or recognized when they actually occur. If elected, the change to recognize forfeitures when they occur will be adopted using a modified retrospective approach, with a cumulative effect adjustment recorded to retained earnings. ASU 2016-09 will be effective for the Company at the beginning of fiscal 2017, including interim periods in the year of adoption. Early adoption is permitted in any interim or annual period. The Company is still evaluating the potential impacts of ASU 2016-09 on its consolidated financial statements.

GUARANTOR UNAUDITED CONDENSED C

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS	6 Months Ended
	Jul. 02, 2016
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS	GUARANTOR UNAUDITED 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 certain of the Parent's current domestic subsidiaries (other than TWCC), and, subject to certain exceptions, future restricted subsidiaries that guarantee the Company’s secured 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. For additional information, refer to the Company's Annual Report on Form 10-K for the 2015 fiscal year ended January 2, 2016. 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 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. Condensed Consolidating Balance Sheets (unaudited) As of July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080 Accounts receivable, net — 126,501 19,844 4,288 — 150,633 Intercompany receivable — 62,988 115,545 6,820 (185,353 ) — Finished goods inventories — 344,479 212,739 67,367 (37,151 ) 587,434 Prepaid expenses and other current assets — 25,362 15,142 5,685 — 46,189 Deferred income taxes — 17,452 13,545 1,819 — 32,816 Total current assets — 735,973 388,048 120,635 (222,504 ) 1,022,152 Property, plant, and equipment, net — 162,536 191,895 31,603 — 386,034 Goodwill — 136,570 — 40,970 — 177,540 Tradenames, net — 223,517 85,500 — — 309,017 Other assets — 16,705 708 336 — 17,749 Intercompany long-term receivable — — 297,756 — (297,756 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 766,702 692,654 119,250 — (1,578,606 ) — Total assets $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 125,742 $ 44,406 $ 20,218 $ — $ 190,366 Intercompany payables — 120,695 61,774 2,884 (185,353 ) — Other current liabilities — 7,293 63,500 9,802 — 80,595 Total current liabilities — 253,730 169,680 32,904 (185,353 ) 270,961 Long-term debt, net — 560,964 — 19,714 — 580,678 Deferred income taxes — 83,601 45,081 — — 128,682 Intercompany long-term liability — 297,756 — — (297,756 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,051 85,078 12,340 — 165,469 Stockholders' equity 766,702 803,853 683,318 128,586 (1,615,757 ) 766,702 Total liabilities and stockholders' equity $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492 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 ) — Finished goods inventories — 271,148 184,618 48,960 (34,792 ) 469,934 Prepaid expenses and other current assets — 17,460 14,261 6,094 — 37,815 Deferred income taxes — 19,502 13,544 1,034 — 34,080 Total current assets — 865,399 384,147 104,939 (223,877 ) 1,130,608 Property, plant, and equipment, net — 162,031 180,322 29,351 — 371,704 Goodwill — 136,570 — 38,304 — 174,874 Tradenames, net — 225,348 85,500 — — 310,848 Other assets — 14,634 665 321 — 15,620 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 $ 2,156,580 $ 1,044,850 $ 172,915 $ (2,245,742 ) $ 2,003,654 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 ) — 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, net — 560,541 — 18,431 — 578,972 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 $ 2,156,580 $ 1,044,850 $ 172,915 $ (2,245,742 ) $ 2,003,654 As of July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 211,730 $ 13,007 $ 19,564 $ — $ 244,301 Accounts receivable, net — 130,386 21,531 5,228 — 157,145 Intercompany receivable — 57,590 60,737 3,831 (122,158 ) — Finished goods inventories — 322,981 194,245 60,932 (33,902 ) 544,256 Prepaid expenses and other current assets — 27,217 14,027 6,395 — 47,639 Deferred income taxes — 19,253 10,851 1,767 — 31,871 Total current assets — 769,157 314,398 97,717 (156,060 ) 1,025,212 Property, plant, and equipment, net — 160,022 164,578 28,538 — 353,138 Goodwill — 136,570 — 42,183 — 178,753 Tradenames and other intangibles, net — 227,336 85,500 — — 312,836 Deferred debt issuance costs, net — — — — — — Other assets — 12,862 853 44 — 13,759 Intercompany long-term receivable — — 267,160 — (267,160 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 802,939 595,255 15,283 — (1,413,477 ) — Total assets $ 802,939 $ 2,001,202 $ 847,772 $ 168,482 $ (1,936,697 ) $ 1,883,698 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 87,405 $ 35,589 $ 22,815 $ — $ 145,809 Intercompany payables — 63,369 56,452 2,337 (122,158 ) — Other current liabilities — 35,948 26,485 14,018 — 76,451 Total current liabilities — 186,722 118,526 39,170 (122,158 ) 222,260 Long-term debt, net — 560,129 — 20,298 — 580,427 Deferred income taxes — 79,351 39,879 — — 119,230 Intercompany long-term liability — 267,160 — — (267,160 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 70,999 75,133 12,710 — 158,842 Stockholders' equity 802,939 836,841 514,234 96,304 (1,447,379 ) 802,939 Total liabilities and stockholders' equity $ 802,939 $ 2,001,202 $ 847,772 $ 168,482 $ (1,936,697 ) $ 1,883,698 Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 361,366 $ 374,806 $ 66,218 $ (162,919 ) $ 639,471 Cost of goods sold — 264,791 220,976 30,976 (159,454 ) 357,289 Gross profit — 96,575 153,830 35,242 (3,465 ) 282,182 Selling, general, and administrative expenses — 40,434 173,924 22,514 (8,408 ) 228,464 Royalty income — (7,057 ) (4,514 ) — 2,046 (9,525 ) Operating income (loss) — 63,198 (15,580 ) 12,728 2,897 63,243 Interest expense — 6,667 1,861 112 (1,837 ) 6,803 Interest income — (1,989 ) — (26 ) 1,837 (178 ) (Income) loss in subsidiaries (36,198 ) 10,335 (9,397 ) — 35,260 — Other (income) expense, net — (373 ) 387 502 — 516 Income (loss) before income taxes 36,198 48,558 (8,431 ) 12,140 (32,363 ) 56,102 Provision for income taxes — 15,258 1,903 2,743 — 19,904 Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 For the fiscal quarter ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 362,318 $ 351,161 $ 52,638 $ (153,352 ) $ 612,765 Cost of goods sold — 254,299 213,845 27,129 (145,403 ) 349,870 Gross profit — 108,019 137,316 25,509 (7,949 ) 262,895 Selling, general, and administrative expenses — 42,167 157,636 21,669 (12,176 ) 209,296 Royalty income — (6,341 ) (3,768 ) — 1,756 (8,353 ) Operating income (loss) — 72,193 (16,552 ) 3,840 2,471 61,952 Interest expense — 6,773 1,333 141 (1,312 ) 6,935 Interest income — (1,445 ) — (24 ) 1,312 (157 ) (Income) loss in subsidiaries (36,105 ) 9,306 (3,042 ) — 29,841 — Other (income) expense, net — (49 ) 26 (1,877 ) — (1,900 ) Income (loss) before income taxes 36,105 57,608 (14,869 ) 5,600 (27,370 ) 57,074 Provision for income taxes — 23,974 (4,867 ) 1,862 — 20,969 Net income (loss) $ 36,105 $ 33,634 $ (10,002 ) $ 3,738 $ (27,370 ) $ 36,105 Condensed Consolidating Statements of Operations (unaudited) For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 812,562 $ 756,086 $ 122,048 $ (327,140 ) $ 1,363,556 Cost of goods sold — 585,891 432,004 64,067 (311,517 ) 770,445 Gross profit — 226,671 324,082 57,981 (15,623 ) 593,111 Selling, general, and administrative expenses — 83,021 346,066 45,891 (17,518 ) 457,460 Royalty income — (16,129 ) (8,725 ) — 4,254 (20,600 ) Operating income (loss) — 159,779 (13,259 ) 12,090 (2,359 ) 156,251 Interest expense — 13,275 2,706 215 (2,654 ) 13,542 Interest income — (2,974 ) — (65 ) 2,654 (385 ) (Income) loss in subsidiaries (90,178 ) 16,831 (6,057 ) — 79,404 — Other (income) expense, net — (173 ) 173 3,709 — 3,709 Income (loss) before income taxes 90,178 132,820 (10,081 ) 8,231 (81,763 ) 139,385 Provision for income taxes — 40,284 6,749 2,174 — 49,207 Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178 For the two fiscal quarters ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 797,604 $ 710,557 $ 99,758 $ (310,390 ) $ 1,297,529 Cost of goods sold — 552,510 436,760 57,608 (296,296 ) 750,582 Gross profit — 245,094 273,797 42,150 (14,094 ) 546,947 Selling, general, and administrative expenses — 84,416 314,899 41,500 (20,336 ) 420,479 Royalty income — (15,380 ) (8,479 ) — 3,870 (19,989 ) Operating income (loss) — 176,058 (32,623 ) 650 2,372 146,457 Interest expense — 13,435 2,676 256 (2,740 ) 13,627 Interest income — (3,002 ) — (32 ) 2,740 (294 ) (Income) loss in subsidiaries (85,897 ) 32,700 (3,562 ) — 56,759 — Other (income) expense, net — (195 ) 163 94 — 62 Income (loss) before income taxes 85,897 133,120 (31,900 ) 332 (54,387 ) 133,062 Provision for income taxes — 49,595 (2,887 ) 457 — 47,165 Net income (loss) $ 85,897 $ 83,525 $ (29,013 ) $ (125 ) $ (54,387 ) $ 85,897 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 Foreign currency translation adjustments 548 548 548 548 (1,644 ) 548 Comprehensive income (loss) $ 36,746 $ 33,848 $ (9,786 ) $ 9,945 $ (34,007 ) $ 36,746 For the fiscal quarter ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 36,105 $ 33,634 $ (10,002 ) $ 3,738 $ (27,370 ) $ 36,105 Foreign currency translation adjustments (244 ) (244 ) 22 (244 ) 466 (244 ) Comprehensive income (loss) $ 35,861 $ 33,390 $ (9,980 ) $ 3,494 $ (26,904 ) $ 35,861 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178 Foreign currency translation adjustments 5,834 5,834 5,834 5,834 (17,502 ) 5,834 Comprehensive income (loss) $ 96,012 $ 98,370 $ (10,996 ) $ 11,891 $ (99,265 ) $ 96,012 For the two fiscal quarters ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 85,897 $ 83,525 $ (29,013 ) $ (125 ) $ (54,387 ) $ 85,897 Foreign currency translation adjustments (6,238 ) (6,238 ) 30 (6,238 ) 12,446 (6,238 ) Comprehensive income (loss) $ 79,659 $ 77,287 $ (28,983 ) $ (6,363 ) $ (41,941 ) $ 79,659 Condensed Consolidating Statements of Cash Flows (unaudited) For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 75,255 $ 12,749 $ (2,405 ) $ — $ 85,599 Cash flows from investing activities: Capital expenditures — (15,895 ) (30,274 ) (3,529 ) — (49,698 ) Intercompany investing activity 217,295 (1,784 ) (1,623 ) — (213,888 ) — Proceeds from sale of property, plant and equipment — — — 193 — 193 Net cash provided by (used in) investing activities 217,295 (17,679 ) (31,897 ) (3,336 ) (213,888 ) (49,505 ) Cash flows from financing activities: Intercompany financing activity — (226,217 ) 14,106 (1,777 ) 213,888 — Dividends paid (33,679 ) — — — — (33,679 ) Repurchase of common stock (180,209 ) — — — — (180,209 ) Income tax benefit from stock-based compensation — 2,061 1,623 — — 3,684 Withholdings from vesting of restricted stock (8,508 ) — — — — (8,508 ) Proceeds from exercise of stock options 5,101 — — — — 5,101 Net cash (used in) provided by financing activities (217,295 ) (224,156 ) 15,729 (1,777 ) 213,888 (213,611 ) Effect of exchange rate changes on cash — — — 1,388 — 1,388 Net decrease in cash and cash equivalents — (166,580 ) (3,419 ) (6,130 ) — (176,129 ) Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080 For the two fiscal quarters ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 39,654 $ (20,473 ) $ 7,951 $ — $ 27,132 Cash flows from investing activities: Capital expenditures — (15,591 ) (29,683 ) (5,010 ) — (50,284 ) Intercompany investing activity 79,854 (5,648 ) (2,169 ) — (72,037 ) — Proceeds from repayment of intercompany loan — 20,000 — — (20,000 ) — Proceeds from sale of property, plant and equipment — 36 — 7 — 43 Net cash provided by (used in) investing activities 79,854 (1,203 ) (31,852 ) (5,003 ) (92,037 ) (50,241 ) Cash flows from financing activities: Intercompany financing activity — (122,520 ) 52,721 (2,238 ) 72,037 — Repayment of intercompany loan — — — (20,000 ) 20,000 — Borrowings under secured revolving credit facility — — — 20,349 — 20,349 Payment on secured revolving credit facility — (20,000 ) — — — (20,000 ) Dividends Paid (23,143 ) — — — — (23,143 ) Income tax benefit from stock-based compensation — 4,721 2,169 — — 6,890 Repurchase of common stock (48,894 ) — — — — (48,894 ) Withholdings from vesting of restricted stock (12,377 ) — — — — (12,377 ) Proceeds from exercise of stock options 4,560 — — — — 4,560 Net cash (used in) provided by financing activities (79,854 ) (137,799 ) 54,890 (1,889 ) 92,037 (72,615 ) Effect of exchange rate changes on cash — — — (613 ) — (613 ) Net (decrease) increase in cash and cash equivalents — (99,348 ) 2,565 446 — (96,337 ) Cash and cash equivalents, beginning of period — 311,078 10,442 19,118 — 340,638 Cash and cash equivalents, end of period $ — $ 211,730 $ 13,007 $ 19,564 $ — $ 244,301

ACCUMULATED OTHER COMPREHENSI24

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	6 Months Ended
	Jul. 02, 2016
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Schedule of Accumulated Other Comprehensive Loss	The components, net of applicable income taxes, of accumulated other comprehensive loss consisted of the following: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Cumulative foreign currency translation adjustments $ (23,752 ) $ (29,586 ) $ (21,635 ) Pension and post-retirement liability adjustments (6,781 ) (6,781 ) (7,640 ) Total accumulated other comprehensive loss $ (30,533 ) $ (36,367 ) $ (29,275 )

GOODWILL AND OTHER INTANGIBLE25

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jul. 02, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets table	The Company's goodwill and other intangible assets were as follows: July 2, 2016 January 2, 2016 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Gross amount Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 $ 136,570 $ — $ 136,570 Canadian acquisition Indefinite 40,970 — 40,970 38,304 — 38,304 Total goodwill $ 177,540 $ — $ 177,540 $ 174,874 $ — $ 174,874 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 85,500 — 85,500 Other tradenames 2-20 years 42,022 38,738 3,284 41,992 36,877 5,115 Total tradenames $ 347,755 $ 38,738 $ 309,017 $ 347,725 $ 36,877 $ 310,848 July 4, 2015 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 Canadian acquisition Indefinite 42,183 — 42,183 Total goodwill $ 178,753 $ — $ 178,753 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Other tradenames 2-20 years 42,036 34,933 7,103 Total tradenames $ 347,769 $ 34,933 $ 312,836

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	6 Months Ended
	Jul. 02, 2016
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consisted of the following: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (5,036 ) (5,459 ) (5,871 ) Senior notes, net 394,964 394,541 394,129 Secured revolving credit facility 185,714 184,431 186,298 Total long-term debt, net $ 580,678 $ 578,972 $ 580,427

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jul. 02, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of recorded stock-based compensation cost	The Company recorded stock-based compensation expense as follows: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Stock options $ 981 $ 1,020 $ 2,277 $ 2,344 Restricted stock: Time-based awards 1,717 1,612 3,862 3,695 Performance-based awards 832 1,093 1,947 2,426 Stock awards 1,164 1,095 1,164 1,095 Total $ 4,694 $ 4,820 $ 9,250 $ 9,560

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	6 Months Ended
	Jul. 02, 2016
Compensation and Retirement Disclosure [Abstract]
Components of pension expense and post-retirement benefit expense	The net periodic pension cost (benefit) included in the statement of operations was comprised of: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Interest cost $ 629 $ 623 $ 1,258 $ 1,246 Expected return on plan assets (676 ) (785 ) (1,352 ) (1,570 ) Recognized actuarial loss 145 161 290 322 Net periodic pension cost (benefit) $ 98 $ (1 ) $ 196 $ (2 )
Schedule of costs and retirement plans	The components of post-retirement benefit expense charged to the statement of operations were as follows: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Service cost – benefits attributed to service during the period $ 31 $ 32 $ 62 $ 64 Interest cost on accumulated post-retirement benefit obligation 44 45 88 90 Amortization net actuarial gain (49 ) (48 ) (98 ) (96 ) Total net periodic post-retirement benefit cost $ 26 $ 29 $ 52 $ 58 Simplified Measurement Date for Defined Benefit Plan Assets and Obligations The Company adopted the provisions of ASU No. 2015-04, Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets ("ASU 2015-04") at the beginning of fiscal 2016. However, the Company is not required to make any such measurements until the end of fiscal 2016. ASU 2015-04 allows employers with fiscal year ends that do not coincide with a calendar month end to make an accounting policy election to measure defined benefit plan assets and obligations as of the end of the month closest to their fiscal year end (i.e., on an alternative measurement date). An employer that makes this election must consistently apply the alternative measurement date from year to year and to all of its defined benefit plans. The Company expects to make the accounting policy election to use December 31 as the measurement date for all of its defined benefit plan assets and obligations for fiscal 2016 and subsequent years. Measurement dates for prior periods will not be impacted. Since the Company's current 52-week fiscal year will end on December 31, 2016, it will not be necessary for the Company to utilize an alternate measurement date for fiscal 2016 and thus the initial adoption of ASU 2015-04 in fiscal 2016 will have no impact on the Company's results of operations, financial condition, or cash flows.

FAIR VALUE MEASUREMENTS FAIR VA

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jul. 02, 2016
Fair Value Disclosures [Abstract]
Fair value of investments	July 2, 2016 January 2, 2016 July 4, 2015 (dollars in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Investments $ 10.9 $ — $ — $ 8.6 $ — $ — $ 7.9 $ — $ — Foreign exchange forward contracts (1) $ — $ — $ — $ — $ 2.1 $ — $ — $ 1.6 $ — Liabilities Foreign exchange forward contracts (2) $ — $ 1.3 $ — $ — $ — $ — $ — $ — $ — Contingent consideration $ — $ — $ — $ — $ — $ — $ — $ — $ 9.0 (1) Included in Prepaid expenses and other current assets in the Company's condensed consolidated balance sheet. (2) Included in Other current liabilities i n the Company's condensed consolidated balance sheet.
Schedule of changes in contingent consideration	The following table summarizes the changes in the contingent consideration liability during the fiscal quarter and first two fiscal quarters of 2015 related to the Company's 2011 acquisition of Bonnie Togs in Canada: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 4, 2015 July 4, 2015 Balance at the beginning of period $ 7,661 $ 7,711 Accretion 326 809 Foreign currency translation adjustment (42 ) (575 ) Final contingent adjustment 1,077 1,077 Balance at the end of period $ 9,022 $ 9,022

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jul. 02, 2016
Earnings Per Share [Abstract]
Reconciliation of basic common shares outstanding to diluted common and common equivalent shares outstanding	The following is a reconciliation of basic common shares outstanding to diluted common and common equivalent shares outstanding: Fiscal quarter ended Two fiscal quarters ended July 2, 2016 July 4, 2015 July 2, 2016 July 4, 2015 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 50,143,568 52,020,386 50,660,278 52,069,800 Dilutive effect of equity awards 469,114 526,016 468,632 514,121 Diluted number of common and common equivalent shares outstanding 50,612,682 52,546,402 51,128,910 52,583,921 Basic net income per common share (in thousands, except per share data): Net income $ 36,198 $ 36,105 $ 90,178 $ 85,897 Income allocated to participating securities (279 ) (305 ) (720 ) (847 ) Net income available to common shareholders $ 35,919 $ 35,800 $ 89,458 $ 85,050 Basic net income per common share $ 0.72 $ 0.69 $ 1.77 $ 1.63 Diluted net income per common share (in thousands, except per share data): Net income $ 36,198 $ 36,105 $ 90,178 $ 85,897 Income allocated to participating securities (278 ) (303 ) (715 ) (840 ) Net income available to common shareholders $ 35,920 $ 35,802 $ 89,463 $ 85,057 Diluted net income per common share $ 0.71 $ 0.68 $ 1.75 $ 1.62 Anti-dilutive shares excluded from dilutive earnings per share computation 233,570 178,800 233,570 183,300

OTHER CURRENT AND LONG-TERM L31

OTHER CURRENT AND LONG-TERM LIABILITIES (Tables)	6 Months Ended
	Jul. 02, 2016
Other Liabilities Disclosure [Abstract]
Schedule of other current liabilities	: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Accrued bonuses and incentive compensation $ 6,694 $ 17,934 $ 7,400 Accrued employee benefits 8,718 19,751 8,253 Accrued and deferred rent 13,930 12,590 13,160
Schedule of other long-term liabilities	: (dollars in thousands) July 2, 2016 January 2, 2016 July 4, 2015 Deferred lease incentives $ 71,884 $ 70,060 $ 69,804

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jul. 02, 2016
Segment Reporting [Abstract]
Schedule of segment information	The table below presents certain information for our reportable segments and unallocated corporate expenses for the periods indicated: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 2, % of July 4, % of July 2, % of July 4, % of Net sales : Carter’s Wholesale $ 205,738 32.2 % $ 211,730 34.6 % $ 485,878 35.5 % $ 481,045 37.1 % Carter’s Retail (a) 273,832 42.8 % 246,980 40.4 % 546,155 40.1 % 504,707 39.0 % Total Carter’s (U.S.) 479,570 75.0 % 458,710 75.0 % 1,032,033 75.6 % 985,752 76.1 % OshKosh Retail (a) 78,950 12.3 % 73,453 12.0 % 160,716 11.8 % 146,495 11.3 % OshKosh Wholesale 9,384 1.5 % 14,306 2.3 % 21,298 1.6 % 30,357 2.3 % Total OshKosh (U.S.) 88,334 13.8 % 87,759 14.3 % 182,014 13.4 % 176,852 13.6 % International (b) 71,567 11.2 % 66,296 10.7 % 149,509 11.0 % 134,925 10.3 % Total net sales $ 639,471 100.0 % $ 612,765 100.0 % $ 1,363,556 100.0 % $ 1,297,529 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales % of % of Carter’s Wholesale $ 39,899 19.4 % $ 40,207 19.0 % $ 106,104 21.8 % $ 98,138 20.4 % Carter’s Retail (a) 38,433 14.0 % 38,331 15.5 % 79,687 14.6 % 82,824 16.4 % Total Carter’s (U.S.) 78,332 16.3 % 78,538 17.1 % 185,791 18.0 % 180,962 18.4 % OshKosh Retail (a) (1,481 ) (1.9 )% (1,815 ) (2.5 )% (3,266 ) (2.0 )% (2,775 ) (1.9 )% OshKosh Wholesale 1,610 17.2 % 2,249 15.7 % 3,816 17.9 % 5,228 17.2 % Total OshKosh (U.S.) 129 0.1 % 434 0.5 % 550 0.3 % 2,453 1.4 % International (b) (c) 9,105 12.7 % 6,236 9.4 % 17,546 11.7 % 12,747 9.4 % Corporate expenses (d) (e) (24,323 ) (23,256 ) (47,636 ) (49,705 ) Total operating income $ 63,243 9.9 % $ 61,952 10.1 % $ 156,251 11.5 % $ 146,457 11.3 % (a) Includes eCommerce results. (b) Net sales include international retail, eCommerce, and wholesale sales. Operating income includes international licensing income. (c) Includes charges associated with the revaluation of the Company's contingent consideration related to the Company's 2011 acquisition of Bonnie Togs of approximately $1.4 million and $1.9 million for the fiscal quarter and two fiscal quarters ended July 4, 2015 , respectively. (d) Corporate expenses 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 charges related to the amortization of tradenames of $0.8 million and $1.8 million for the fiscal quarter and two fiscal quarters ended July 2, 2016 , respectively, and $2.1 million and $4.4 million for the fiscal quarter and two fiscal quarters ended July 4, 2015 , respectively.

GUARANTOR UNAUDITED CONDENSED33

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables)	6 Months Ended
	Jul. 02, 2016
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Condensed Consolidating Balance Sheets	Condensed Consolidating Balance Sheets (unaudited) As of July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080 Accounts receivable, net — 126,501 19,844 4,288 — 150,633 Intercompany receivable — 62,988 115,545 6,820 (185,353 ) — Finished goods inventories — 344,479 212,739 67,367 (37,151 ) 587,434 Prepaid expenses and other current assets — 25,362 15,142 5,685 — 46,189 Deferred income taxes — 17,452 13,545 1,819 — 32,816 Total current assets — 735,973 388,048 120,635 (222,504 ) 1,022,152 Property, plant, and equipment, net — 162,536 191,895 31,603 — 386,034 Goodwill — 136,570 — 40,970 — 177,540 Tradenames, net — 223,517 85,500 — — 309,017 Other assets — 16,705 708 336 — 17,749 Intercompany long-term receivable — — 297,756 — (297,756 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 766,702 692,654 119,250 — (1,578,606 ) — Total assets $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 125,742 $ 44,406 $ 20,218 $ — $ 190,366 Intercompany payables — 120,695 61,774 2,884 (185,353 ) — Other current liabilities — 7,293 63,500 9,802 — 80,595 Total current liabilities — 253,730 169,680 32,904 (185,353 ) 270,961 Long-term debt, net — 560,964 — 19,714 — 580,678 Deferred income taxes — 83,601 45,081 — — 128,682 Intercompany long-term liability — 297,756 — — (297,756 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,051 85,078 12,340 — 165,469 Stockholders' equity 766,702 803,853 683,318 128,586 (1,615,757 ) 766,702 Total liabilities and stockholders' equity $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492 As of July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 211,730 $ 13,007 $ 19,564 $ — $ 244,301 Accounts receivable, net — 130,386 21,531 5,228 — 157,145 Intercompany receivable — 57,590 60,737 3,831 (122,158 ) — Finished goods inventories — 322,981 194,245 60,932 (33,902 ) 544,256 Prepaid expenses and other current assets — 27,217 14,027 6,395 — 47,639 Deferred income taxes — 19,253 10,851 1,767 — 31,871 Total current assets — 769,157 314,398 97,717 (156,060 ) 1,025,212 Property, plant, and equipment, net — 160,022 164,578 28,538 — 353,138 Goodwill — 136,570 — 42,183 — 178,753 Tradenames and other intangibles, net — 227,336 85,500 — — 312,836 Deferred debt issuance costs, net — — — — — — Other assets — 12,862 853 44 — 13,759 Intercompany long-term receivable — — 267,160 — (267,160 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 802,939 595,255 15,283 — (1,413,477 ) — Total assets $ 802,939 $ 2,001,202 $ 847,772 $ 168,482 $ (1,936,697 ) $ 1,883,698 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 87,405 $ 35,589 $ 22,815 $ — $ 145,809 Intercompany payables — 63,369 56,452 2,337 (122,158 ) — Other current liabilities — 35,948 26,485 14,018 — 76,451 Total current liabilities — 186,722 118,526 39,170 (122,158 ) 222,260 Long-term debt, net — 560,129 — 20,298 — 580,427 Deferred income taxes — 79,351 39,879 — — 119,230 Intercompany long-term liability — 267,160 — — (267,160 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 70,999 75,133 12,710 — 158,842 Stockholders' equity 802,939 836,841 514,234 96,304 (1,447,379 ) 802,939 Total liabilities and stockholders' equity $ 802,939 $ 2,001,202 $ 847,772 $ 168,482 $ (1,936,697 ) $ 1,883,698 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 ) — Finished goods inventories — 271,148 184,618 48,960 (34,792 ) 469,934 Prepaid expenses and other current assets — 17,460 14,261 6,094 — 37,815 Deferred income taxes — 19,502 13,544 1,034 — 34,080 Total current assets — 865,399 384,147 104,939 (223,877 ) 1,130,608 Property, plant, and equipment, net — 162,031 180,322 29,351 — 371,704 Goodwill — 136,570 — 38,304 — 174,874 Tradenames, net — 225,348 85,500 — — 310,848 Other assets — 14,634 665 321 — 15,620 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 $ 2,156,580 $ 1,044,850 $ 172,915 $ (2,245,742 ) $ 2,003,654 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 ) — 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, net — 560,541 — 18,431 — 578,972 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 $ 2,156,580 $ 1,044,850 $ 172,915 $ (2,245,742 ) $ 2,003,654
Condensed Consolidating Statements of Operations	Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 361,366 $ 374,806 $ 66,218 $ (162,919 ) $ 639,471 Cost of goods sold — 264,791 220,976 30,976 (159,454 ) 357,289 Gross profit — 96,575 153,830 35,242 (3,465 ) 282,182 Selling, general, and administrative expenses — 40,434 173,924 22,514 (8,408 ) 228,464 Royalty income — (7,057 ) (4,514 ) — 2,046 (9,525 ) Operating income (loss) — 63,198 (15,580 ) 12,728 2,897 63,243 Interest expense — 6,667 1,861 112 (1,837 ) 6,803 Interest income — (1,989 ) — (26 ) 1,837 (178 ) (Income) loss in subsidiaries (36,198 ) 10,335 (9,397 ) — 35,260 — Other (income) expense, net — (373 ) 387 502 — 516 Income (loss) before income taxes 36,198 48,558 (8,431 ) 12,140 (32,363 ) 56,102 Provision for income taxes — 15,258 1,903 2,743 — 19,904 Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 For the fiscal quarter ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 362,318 $ 351,161 $ 52,638 $ (153,352 ) $ 612,765 Cost of goods sold — 254,299 213,845 27,129 (145,403 ) 349,870 Gross profit — 108,019 137,316 25,509 (7,949 ) 262,895 Selling, general, and administrative expenses — 42,167 157,636 21,669 (12,176 ) 209,296 Royalty income — (6,341 ) (3,768 ) — 1,756 (8,353 ) Operating income (loss) — 72,193 (16,552 ) 3,840 2,471 61,952 Interest expense — 6,773 1,333 141 (1,312 ) 6,935 Interest income — (1,445 ) — (24 ) 1,312 (157 ) (Income) loss in subsidiaries (36,105 ) 9,306 (3,042 ) — 29,841 — Other (income) expense, net — (49 ) 26 (1,877 ) — (1,900 ) Income (loss) before income taxes 36,105 57,608 (14,869 ) 5,600 (27,370 ) 57,074 Provision for income taxes — 23,974 (4,867 ) 1,862 — 20,969 Net income (loss) $ 36,105 $ 33,634 $ (10,002 ) $ 3,738 $ (27,370 ) $ 36,105 Condensed Consolidating Statements of Operations (unaudited) For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 812,562 $ 756,086 $ 122,048 $ (327,140 ) $ 1,363,556 Cost of goods sold — 585,891 432,004 64,067 (311,517 ) 770,445 Gross profit — 226,671 324,082 57,981 (15,623 ) 593,111 Selling, general, and administrative expenses — 83,021 346,066 45,891 (17,518 ) 457,460 Royalty income — (16,129 ) (8,725 ) — 4,254 (20,600 ) Operating income (loss) — 159,779 (13,259 ) 12,090 (2,359 ) 156,251 Interest expense — 13,275 2,706 215 (2,654 ) 13,542 Interest income — (2,974 ) — (65 ) 2,654 (385 ) (Income) loss in subsidiaries (90,178 ) 16,831 (6,057 ) — 79,404 — Other (income) expense, net — (173 ) 173 3,709 — 3,709 Income (loss) before income taxes 90,178 132,820 (10,081 ) 8,231 (81,763 ) 139,385 Provision for income taxes — 40,284 6,749 2,174 — 49,207 Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178 For the two fiscal quarters ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 797,604 $ 710,557 $ 99,758 $ (310,390 ) $ 1,297,529 Cost of goods sold — 552,510 436,760 57,608 (296,296 ) 750,582 Gross profit — 245,094 273,797 42,150 (14,094 ) 546,947 Selling, general, and administrative expenses — 84,416 314,899 41,500 (20,336 ) 420,479 Royalty income — (15,380 ) (8,479 ) — 3,870 (19,989 ) Operating income (loss) — 176,058 (32,623 ) 650 2,372 146,457 Interest expense — 13,435 2,676 256 (2,740 ) 13,627 Interest income — (3,002 ) — (32 ) 2,740 (294 ) (Income) loss in subsidiaries (85,897 ) 32,700 (3,562 ) — 56,759 — Other (income) expense, net — (195 ) 163 94 — 62 Income (loss) before income taxes 85,897 133,120 (31,900 ) 332 (54,387 ) 133,062 Provision for income taxes — 49,595 (2,887 ) 457 — 47,165 Net income (loss) $ 85,897 $ 83,525 $ (29,013 ) $ (125 ) $ (54,387 ) $ 85,897
Condensed Consolidating Statements of Comprehensive Income	Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 Foreign currency translation adjustments 548 548 548 548 (1,644 ) 548 Comprehensive income (loss) $ 36,746 $ 33,848 $ (9,786 ) $ 9,945 $ (34,007 ) $ 36,746 For the fiscal quarter ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 36,105 $ 33,634 $ (10,002 ) $ 3,738 $ (27,370 ) $ 36,105 Foreign currency translation adjustments (244 ) (244 ) 22 (244 ) 466 (244 ) Comprehensive income (loss) $ 35,861 $ 33,390 $ (9,980 ) $ 3,494 $ (26,904 ) $ 35,861 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178 Foreign currency translation adjustments 5,834 5,834 5,834 5,834 (17,502 ) 5,834 Comprehensive income (loss) $ 96,012 $ 98,370 $ (10,996 ) $ 11,891 $ (99,265 ) $ 96,012 For the two fiscal quarters ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 85,897 $ 83,525 $ (29,013 ) $ (125 ) $ (54,387 ) $ 85,897 Foreign currency translation adjustments (6,238 ) (6,238 ) 30 (6,238 ) 12,446 (6,238 ) Comprehensive income (loss) $ 79,659 $ 77,287 $ (28,983 ) $ (6,363 ) $ (41,941 ) $ 79,659
Condensed Consolidating Statements of Cash Flows	Condensed Consolidating Statements of Cash Flows (unaudited) For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 75,255 $ 12,749 $ (2,405 ) $ — $ 85,599 Cash flows from investing activities: Capital expenditures — (15,895 ) (30,274 ) (3,529 ) — (49,698 ) Intercompany investing activity 217,295 (1,784 ) (1,623 ) — (213,888 ) — Proceeds from sale of property, plant and equipment — — — 193 — 193 Net cash provided by (used in) investing activities 217,295 (17,679 ) (31,897 ) (3,336 ) (213,888 ) (49,505 ) Cash flows from financing activities: Intercompany financing activity — (226,217 ) 14,106 (1,777 ) 213,888 — Dividends paid (33,679 ) — — — — (33,679 ) Repurchase of common stock (180,209 ) — — — — (180,209 ) Income tax benefit from stock-based compensation — 2,061 1,623 — — 3,684 Withholdings from vesting of restricted stock (8,508 ) — — — — (8,508 ) Proceeds from exercise of stock options 5,101 — — — — 5,101 Net cash (used in) provided by financing activities (217,295 ) (224,156 ) 15,729 (1,777 ) 213,888 (213,611 ) Effect of exchange rate changes on cash — — — 1,388 — 1,388 Net decrease in cash and cash equivalents — (166,580 ) (3,419 ) (6,130 ) — (176,129 ) Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080 For the two fiscal quarters ended July 4, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 39,654 $ (20,473 ) $ 7,951 $ — $ 27,132 Cash flows from investing activities: Capital expenditures — (15,591 ) (29,683 ) (5,010 ) — (50,284 ) Intercompany investing activity 79,854 (5,648 ) (2,169 ) — (72,037 ) — Proceeds from repayment of intercompany loan — 20,000 — — (20,000 ) — Proceeds from sale of property, plant and equipment — 36 — 7 — 43 Net cash provided by (used in) investing activities 79,854 (1,203 ) (31,852 ) (5,003 ) (92,037 ) (50,241 ) Cash flows from financing activities: Intercompany financing activity — (122,520 ) 52,721 (2,238 ) 72,037 — Repayment of intercompany loan — — — (20,000 ) 20,000 — Borrowings under secured revolving credit facility — — — 20,349 — 20,349 Payment on secured revolving credit facility — (20,000 ) — — — (20,000 ) Dividends Paid (23,143 ) — — — — (23,143 ) Income tax benefit from stock-based compensation — 4,721 2,169 — — 6,890 Repurchase of common stock (48,894 ) — — — — (48,894 ) Withholdings from vesting of restricted stock (12,377 ) — — — — (12,377 ) Proceeds from exercise of stock options 4,560 — — — — 4,560 Net cash (used in) provided by financing activities (79,854 ) (137,799 ) 54,890 (1,889 ) 92,037 (72,615 ) Effect of exchange rate changes on cash — — — (613 ) — (613 ) Net (decrease) increase in cash and cash equivalents — (99,348 ) 2,565 446 — (96,337 ) Cash and cash equivalents, beginning of period — 311,078 10,442 19,118 — 340,638 Cash and cash equivalents, end of period $ — $ 211,730 $ 13,007 $ 19,564 $ — $ 244,301

THE COMPANY (Details)

THE COMPANY (Details) $ in Thousands		3 Months Ended				6 Months Ended
		Jul. 02, 2016USD ($)store		Jul. 04, 2015USD ($)		Jul. 02, 2016USD ($)store	Jul. 04, 2015USD ($)
Segment Reporting Information [Line Items]
Net sales		$ 639,471		$ 612,765		$ 1,363,556	$ 1,297,529
Royalty income		(9,525)		(8,353)		(20,600)	(19,989)
Operating Income (Loss)		$ 63,243		$ 61,952		$ 156,251	$ 146,457
Operating income (loss) as percentage of segment net sales		9.90%		10.10%		11.50%	11.30%
Net income		$ 36,198		$ 36,105		$ 90,178	$ 85,897
United States [Member] | Carter's [Member]
Segment Reporting Information [Line Items]
Number of locations | store		624				624
United States [Member] | OshKosh [Member]
Segment Reporting Information [Line Items]
Number of locations | store		262				262
Canada [Member]
Segment Reporting Information [Line Items]
Number of international retail stores | store		150				150
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales		$ 639,471		612,765		$ 1,363,556	1,297,529
Operating Segments [Member] | Carter's [Member]
Segment Reporting Information [Line Items]
Net sales		479,570		458,710		1,032,033	985,752
Operating Income (Loss)		$ 78,332		$ 78,538		$ 185,791	$ 180,962
Operating income (loss) as percentage of segment net sales		16.30%		17.10%		18.00%	18.40%
Operating Segments [Member] | OshKosh [Member]
Segment Reporting Information [Line Items]
Net sales		$ 88,334		$ 87,759		$ 182,014	$ 176,852
Operating Income (Loss)		$ 129		$ 434		$ 550	$ 2,453
Operating income (loss) as percentage of segment net sales		0.10%		0.50%		0.30%	1.40%
Operating Segments [Member] | Retail [Member] | Carter's [Member]
Segment Reporting Information [Line Items]
Net sales	[1]	$ 273,832		$ 246,980		$ 546,155	$ 504,707
Operating Income (Loss)		$ 38,433	[1]	$ 38,331	[1]	$ 79,687	$ 82,824	[1]
Operating income (loss) as percentage of segment net sales		14.00%	[1]	15.50%	[1]	14.60%	16.40%	[1]
Operating Segments [Member] | Retail [Member] | OshKosh [Member]
Segment Reporting Information [Line Items]
Net sales	[1]	$ 78,950		$ 73,453		$ 160,716	$ 146,495
Operating Income (Loss)		$ (1,481)	[1]	$ (1,815)	[1]	$ (3,266)	$ (2,775)	[1]
Operating income (loss) as percentage of segment net sales		(1.90%)	[1]	(2.50%)	[1]	(2.00%)	(1.90%)	[1]
Operating Segments [Member] | Wholesale [Member] | Carter's [Member]
Segment Reporting Information [Line Items]
Net sales		$ 205,738		$ 211,730		$ 485,878	$ 481,045
Operating Income (Loss)		$ 39,899		$ 40,207		$ 106,104	$ 98,138
Operating income (loss) as percentage of segment net sales		19.40%		19.00%		21.80%	20.40%
Operating Segments [Member] | Wholesale [Member] | OshKosh [Member]
Segment Reporting Information [Line Items]
Net sales		$ 9,384		$ 14,306		$ 21,298	$ 30,357
Operating Income (Loss)		$ 1,610		$ 2,249		$ 3,816	$ 5,228
Operating income (loss) as percentage of segment net sales		17.20%		15.70%		17.90%	17.20%
[1]	Includes eCommerce results.

ACCUMULATED OTHER COMPREHENSI35

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015	Jan. 02, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Document Fiscal Year Focus			2,016
Foreign currency translation adjustments	$ (548)	$ 244	$ (5,834)	$ 6,238
Total accumulated other comprehensive loss	(30,533)	(29,275)	(30,533)	(29,275)	$ (36,367)
Cumulative Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	(23,752)	(21,635)	(23,752)	(21,635)	(29,586)
Pension and Post-retirement Liability Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	$ (6,781)	$ (7,640)	$ (6,781)	$ (7,640)	$ (6,781)

GOODWILL AND OTHER INTANGIBLE36

GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015	Jan. 03, 2015	Jan. 02, 2016
Goodwill and Other Intangible Assets [Line Items]
Amortization costs	$ 800	$ 2,100	$ 1,800	$ 4,400
Document Fiscal Year Focus			2,016
Goodwill, Gross amount	177,540	178,753	$ 177,540	178,753		$ 174,874
Goodwill, Net amount	177,540	178,753	177,540	178,753		174,874
Total, Net amount	309,017	312,836	309,017	312,836		310,848
Carter's Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	136,570	136,570	136,570	136,570		136,570
Goodwill, Net amount	136,570	136,570	136,570	136,570		136,570
Carter's Tradename [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	220,233	220,233	220,233	220,233		220,233
Oshkosh Trade Name [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	85,500	85,500	85,500	85,500		85,500
Bonnie Togs Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	40,970	42,183	40,970	42,183		38,304
Goodwill, Net amount	40,970	42,183	40,970	42,183		38,304
Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Accumulated amortization	38,738	34,933	38,738	34,933		36,877
Intangible assets, Gross amount	347,755	347,769	347,755	347,769		347,725
Indefinite-lived trademarks	309,017	312,836	309,017	312,836		310,848
Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Future amortization expense, 2015	100		100
Future amortization expense, 2016	200		200
Future amortization expense, 2017	200		200
Future amortization expense, 2018	200		200
Future amortization expense, thereafter	2,500		2,500
Finite intangible assets, Gross amount	42,022	42,036	42,022	42,036		41,992
Finite intangible assets, Accumulated amortization	38,738	34,933	38,738	34,933		36,877
Finite intangible assets, Net amount	$ 3,284	$ 7,103	$ 3,284	$ 7,103		$ 5,115
Non-compete Agreements [Member]
Goodwill and Other Intangible Assets [Line Items]
Weighted-average useful life			4 years	4 years	4 years
Minimum | Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Weighted-average useful life			2 years	2 years	2 years
Maximum | Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Weighted-average useful life			20 years	20 years	20 years

COMMON STOCK (Share Repurchases

COMMON STOCK (Share Repurchases) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015	Sep. 28, 2013	Feb. 24, 2016	Jun. 29, 2013
Stockholders' Equity Note [Abstract]
Stock Repurchase Program, Authorized Amount						$ 500,000	$ 300,000
Share repurchase, additional authorized amount					$ 400,000
Remaining capacity under authorization	$ 394,600		$ 394,600
Number of shares repurchased and retired	1,049,483	346,325	1,771,847	504,225
Cost of repurchased and retired shares	$ 108,648	$ 34,773	$ 180,209	$ 48,894
Average price per share	$ 103.52	$ 100.40	$ 101.71	$ 96.97
Dividend declared per common share	$ 0.33	$ 0.22	$ 0.66	$ 0.44

LONG-TERM DEBT (Schedule of Lon

LONG-TERM DEBT (Schedule of Long Term Debt) (Details) $ in Thousands, CAD in Millions	6 Months Ended			12 Months Ended
	Jul. 02, 2016USD ($)	Jul. 04, 2015USD ($)	Jul. 04, 2015CAD	Jan. 03, 2015USD ($)	Jan. 02, 2016USD ($)
Debt Instrument [Line Items]
Borrowings under secured revolving credit facility	$ 0	$ 20,349	CAD 25.5
Long-term debt	580,678	580,427			$ 578,972
Senior Notes [Member]
Debt Instrument [Line Items]
Debt Issuance Cost	5,036	5,871		$ 5,459
Long-term Debt, net	394,964	394,129			394,541
Long-term debt	400,000	400,000			400,000
Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Available for future borrowing	309,400
Long-term debt	$ 185,714	$ 186,298			$ 184,431
CANADIAN NATIONAL STOCK EXCHANGE [Member] | Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis	CDOR

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) CAD in Millions	3 Months Ended		6 Months Ended			12 Months Ended
	Jul. 02, 2016USD ($)	Jul. 04, 2015USD ($)	Jul. 02, 2016USD ($)	Jul. 04, 2015USD ($)	Jul. 04, 2015CAD	Jan. 03, 2015USD ($)	Jan. 02, 2016USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 500,000,000		$ 500,000,000
Long-term debt	580,678,000	$ 580,427,000	580,678,000	$ 580,427,000			$ 578,972,000
Outstanding letters of credit	4,800,000		4,800,000
Payments on secured revolving credit facility			0	20,000,000
Borrowings under secured revolving credit facility			0	20,349,000	CAD 25.5
Non-cash stock-based compensation expense	4,694,000	4,820,000	9,250,000	9,560,000
Incremental Facilities [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 250,000,000		$ 250,000,000
LIBOR [Member]
Debt Instrument [Line Items]
Interest rate (as a percentage)	1.375%		1.375%
LIBOR [Member] | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.125%
LIBOR [Member] | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.875%
Base Rate [Member] | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	0.125%
Base Rate [Member] | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	0.875%
Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 100,000,000		$ 100,000,000
Long-term debt	185,714,000	186,298,000	185,714,000	186,298,000			184,431,000
Available for future borrowing	$ 309,400,000		$ 309,400,000
Secured revolving credit facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis			LIBOR
Secured revolving credit facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate (as a percentage)	0.375%		0.375%
Secured revolving credit facility [Member] | CANADIAN NATIONAL STOCK EXCHANGE [Member]
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis			CDOR
Swingline BOA [Member] | Multicurrency Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000,000		$ 15,000,000
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	400,000,000	$ 400,000,000	400,000,000	400,000,000			$ 400,000,000
Debt Issuance Cost			(5,036,000)	$ (5,871,000)		$ (5,459,000)
Debt Instrument, face amount	$ 400,000,000		$ 400,000,000
Interest rate (as a percentage)	5.25%		5.25%
United States of America, Dollars
Debt Instrument [Line Items]
Borrowings under secured revolving credit facility			$ 175,000,000
United States of America, Dollars | Incremental Facilities [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 200,000,000		200,000,000
United States of America, Dollars | Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 400,000,000		$ 400,000,000
United States of America, Dollars | Secured revolving credit facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percentage)	1.82%		1.82%
United States of America, Dollars | Secured revolving credit facility [Member] | CANADIAN NATIONAL STOCK EXCHANGE [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percentage)	2.26%		2.26%
United States of America, Dollars | Swingline BOA [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000		$ 50,000,000
Canada, Dollars
Debt Instrument [Line Items]
Borrowings under secured revolving credit facility			40,000,000
Canada, Dollars | Incremental Facilities [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000		$ 50,000,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	$ 4,694	$ 4,820	$ 9,250	$ 9,560
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	981	1,020	2,277	2,344
Time-based Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	1,717	1,612	3,862	3,695
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	832	1,093	1,947	2,426
Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	$ 1,164	$ 1,095	$ 1,164	$ 1,095

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Pension Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost on accumulated benefit obligation	$ 629	$ 623	$ 1,258	$ 1,246
Expected return on plan assets	(676)	(785)	(1,352)	(1,570)
Amortization of net actuarial loss (gain)	145	161	290	322
Net periodic pension cost (benefit)	98	(1)	196	(2)
Post-retirement Benefit [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost on accumulated benefit obligation	44	45	88	90
Service cost – benefits attributed to service during the period	31	32	62	64
Amortization of net actuarial loss (gain)	(49)	(48)	(98)	(96)
Net periodic pension cost (benefit)	$ 26	$ 29	$ 52	$ 58

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	Jul. 02, 2016	Apr. 02, 2016	Jan. 02, 2016	Jul. 04, 2015	Apr. 04, 2015
Income Tax Disclosure [Abstract]
Tax reserve Statue of Limitation, Benefits Recognized		$ 0.4			$ 1.8
Gross unrecognized tax benefits	$ 9.8
Unrecognized tax benefits that if recognized would impact effective tax rate	6.9
Reserves for unrecognized tax benefits	1
Interest accrued on uncertain tax positions	$ 0.8		$ 0.8	$ 0.9

FAIR VALUE MEASUREMENTS Fair 43

FAIR VALUE MEASUREMENTS Fair Value measurements (Hierarchy) (Details) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015	Jan. 03, 2015	Dec. 28, 2013
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments, Fair Value Disclosure	$ 10,900	$ 8,600	$ 7,900
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	0	$ 2,100	1,600
Foreign Currency Contracts, Liability, Fair Value Disclosure	$ 1,300
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability			$ 9,022	$ 7,661	$ 7,711

FAIR VALUE MEASUREMENTS FAIR 44

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Investments) (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jul. 02, 2016	Jul. 02, 2016	Jul. 04, 2015
Fair Value Disclosures [Abstract]
Gain (Loss) on Investments	$ 0.7	$ 0.3	$ 0.3

FAIR VALUE MEASUREMENTS FAIR 45

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Foreign exchange forward contracts) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016
Fair Value Disclosures [Abstract]
Investment Foreign Currency, Contract, Amount Purchased	$ 20		$ 20
Foreign currency transaction gain (loss)	$ 1.1	$ 0.3	0.3
Unrealized Gain (Loss) on Investments			$ 1.3

FAIR VALUE MEASUREMENTS FAIR 46

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Contingent Consideration) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 04, 2015	Jul. 04, 2015
Business Acquisition, Contingent Consideration [Line Items]
Accretion	$ 1,400	$ 1,900
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability		1,077
Fair Value, Inputs, Level 3 [Member]
Business Acquisition, Contingent Consideration [Line Items]
Balance at beginning of period		7,661
Accretion	326	809
Foreign currency translation adjustment	(42)	(575)
Balance at end of period	$ 9,022	$ 9,022

FAIR VALUE MEASUREMENTS FAIR 47

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Borrowings) (Details) - USD ($)	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 580,678,000	$ 578,972,000	$ 580,427,000
Secured revolving credit facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	185,714,000	184,431,000	186,298,000
Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	400,000,000	$ 400,000,000	$ 400,000,000
Debt Instrument, face amount	400,000,000
Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 414,000,000

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Weighted-average number of common and common equivalent shares outstanding:
Basic number of common shares outstanding	50,143,568	52,020,386	50,660,278	52,069,800
Dilutive effect of equity awards	469,114	526,016	468,632	514,121
Diluted number of common and common equivalent shares outstanding	50,612,682	52,546,402	51,128,910	52,583,921
Basic net income per common share (in thousands, except per share data):
Net income	$ 36,198	$ 36,105	$ 90,178	$ 85,897
Income allocated to participating securities	(279)	(305)	(720)	(847)
Net income available to common shareholders	$ 35,919	$ 35,800	$ 89,458	$ 85,050
Basic net income per common share	$ 0.72	$ 0.69	$ 1.77	$ 1.63
Diluted net income per common share (in thousands, except per share data):
Net income	$ 36,198	$ 36,105	$ 90,178	$ 85,897
Income allocated to participating securities	(278)	(303)	(715)	(840)
Net income available to common shareholders	$ 35,920	$ 35,802	$ 89,463	$ 85,057
Diluted net income per common share	$ 0.71	$ 0.68	$ 1.75	$ 1.62
Anti-dilutive shares (in shares)	233,570	178,800	233,570	183,300

OTHER CURRENT AND LONG-TERM L49

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015
Other Liabilities Disclosure [Abstract]
Accrued bonuses and incentive compensation	$ 6,694	$ 17,934	$ 7,400
Accrued employee benefits	8,718	19,751	8,253
Accrued and deferred rent	$ 13,930	$ 12,590	$ 13,160

OTHER CURRENT AND LONG-TERM L50

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015
Other Liabilities Disclosure [Abstract]
Deferred lease incentives	$ 71,884	$ 70,060	$ 69,804

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands		3 Months Ended				6 Months Ended
		Jul. 02, 2016		Jul. 04, 2015		Jul. 02, 2016	Jul. 04, 2015
Segment Reporting Information [Line Items]
Accretion				$ 1,400			$ 1,900
Net sales		$ 639,471		612,765		$ 1,363,556	1,297,529
Operating Income (Loss)		$ 63,243		$ 61,952		$ 156,251	$ 146,457
Operating income (loss) as percentage of segment net sales		9.90%		10.10%		11.50%	11.30%
Amortization of tradenames		$ 800		$ 2,100		$ 1,800	$ 4,400
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales		$ 639,471		$ 612,765		$ 1,363,556	$ 1,297,529
Percentage of total net sales		100.00%		100.00%		100.00%	100.00%
Operating Segments [Member] | Carter's [Member]
Segment Reporting Information [Line Items]
Net sales		$ 479,570		$ 458,710		$ 1,032,033	$ 985,752
Percentage of total net sales		75.00%		75.00%		75.60%	76.10%
Operating Income (Loss)		$ 78,332		$ 78,538		$ 185,791	$ 180,962
Operating income (loss) as percentage of segment net sales		16.30%		17.10%		18.00%	18.40%
Operating Segments [Member] | OshKosh [Member]
Segment Reporting Information [Line Items]
Net sales		$ 88,334		$ 87,759		$ 182,014	$ 176,852
Percentage of total net sales		13.80%		14.30%		13.40%	13.60%
Operating Income (Loss)		$ 129		$ 434		$ 550	$ 2,453
Operating income (loss) as percentage of segment net sales		0.10%		0.50%		0.30%	1.40%
Operating Segments [Member] | Wholesale [Member] | Carter's [Member]
Segment Reporting Information [Line Items]
Net sales		$ 205,738		$ 211,730		$ 485,878	$ 481,045
Percentage of total net sales		32.20%		34.60%		35.50%	37.10%
Operating Income (Loss)		$ 39,899		$ 40,207		$ 106,104	$ 98,138
Operating income (loss) as percentage of segment net sales		19.40%		19.00%		21.80%	20.40%
Operating Segments [Member] | Wholesale [Member] | OshKosh [Member]
Segment Reporting Information [Line Items]
Net sales		$ 9,384		$ 14,306		$ 21,298	$ 30,357
Percentage of total net sales		1.50%		2.30%		1.60%	2.30%
Operating Income (Loss)		$ 1,610		$ 2,249		$ 3,816	$ 5,228
Operating income (loss) as percentage of segment net sales		17.20%		15.70%		17.90%	17.20%
Operating Segments [Member] | Retail [Member] | Carter's [Member]
Segment Reporting Information [Line Items]
Net sales	[1]	$ 273,832		$ 246,980		$ 546,155	$ 504,707
Percentage of total net sales	[1]	42.80%		40.40%		40.10%	39.00%
Operating Income (Loss)		$ 38,433	[1]	$ 38,331	[1]	$ 79,687	$ 82,824	[1]
Operating income (loss) as percentage of segment net sales		14.00%	[1]	15.50%	[1]	14.60%	16.40%	[1]
Operating Segments [Member] | Retail [Member] | OshKosh [Member]
Segment Reporting Information [Line Items]
Net sales	[1]	$ 78,950		$ 73,453		$ 160,716	$ 146,495
Percentage of total net sales	[1]	12.30%		12.00%		11.80%	11.30%
Operating Income (Loss)		$ (1,481)	[1]	$ (1,815)	[1]	$ (3,266)	$ (2,775)	[1]
Operating income (loss) as percentage of segment net sales		(1.90%)	[1]	(2.50%)	[1]	(2.00%)	(1.90%)	[1]
Operating Segments [Member] | International [Member]
Segment Reporting Information [Line Items]
Net sales	[2]	$ 71,567		$ 66,296		$ 149,509	$ 134,925
Percentage of total net sales	[2]	11.20%		10.70%		11.00%	10.30%
Operating Income (Loss)		$ 9,105	[2],[3]	$ 6,236	[2],[3]	$ 17,546	$ 12,747	[2],[3]
Operating income (loss) as percentage of segment net sales		12.70%	[2],[3]	9.40%	[2],[3]	11.70%	9.40%	[2],[3]
Corporate [Member]
Segment Reporting Information [Line Items]
Corporate expenses		$ (24,323)		$ (23,256)		$ 47,636	$ 49,705	[4],[5]
[1]	Includes eCommerce results.
[2]	Net sales include international retail, eCommerce, and wholesale sales. Operating income includes international licensing income.
[3]	Includes charges associated with the revaluation of the Company's contingent consideration related to the Company's 2011 acquisition of Bonnie Togs of approximately $1.4 million and $1.9 million for the fiscal quarter and two fiscal quarters ended July 4, 2015, respectively.
[4]	(e)Includes charges related to the amortization of tradenames of $0.8 million and $1.8 million for the fiscal quarter and two fiscal quarters ended July 2, 2016, respectively, and $2.1 million and $4.4 million for the fiscal quarter and two fiscal quarters ended July 4, 2015, respectively.
[5]	Corporate expenses 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.

GUARANTOR UNAUDITED CONDENSED52

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Balance Sheets) (Details) - USD ($) $ in Thousands	Jul. 02, 2016	Jan. 02, 2016	Jul. 04, 2015	Jan. 03, 2015	Dec. 28, 2013
Current assets:
Cash and cash equivalents	$ 205,080	$ 381,209	$ 244,301	$ 340,638	$ 340,638
Accounts receivable, net	150,633	207,570	157,145
Intercompany receivable	0	0	0
Finished goods inventories	587,434	469,934	544,256
Prepaid expenses and other current assets	46,189	37,815	47,639
Deferred income taxes	32,816	34,080	31,871
Total current assets	1,022,152	1,130,608	1,025,212
Property, plant, and equipment, net of accumulated depreciation of $317,580, $290,636, and $263,580, respectively	386,034	371,704	353,138
Goodwill	177,540	174,874	178,753
Tradenames	309,017	310,848	312,836
Deferred Finance Costs, Noncurrent, Net			0
Other assets	17,749	15,620	13,759
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	1,912,492	2,003,654	1,883,698
Current liabilities:
Accounts payable	190,366	157,648	145,809
Intercompany payables	0	0	0
Other current liabilities	80,595	105,070	76,451
Total current liabilities	270,961	262,718	222,260
Long-term debt, net	580,678	578,972	580,427
Deferred income taxes	128,682	128,838	119,230
Intercompany long term liability	0	0	0
Intercompany long term note payable	0	0	0
Other long-term liabilities	165,469	158,075	158,842
Total stockholders' equity	766,702	875,051	802,939
Total liabilities and stockholders' equity	1,912,492	2,003,654	1,883,698
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0		0
Accounts receivable, net	0	0	0
Intercompany receivable	(185,353)	(189,085)	(122,158)
Finished goods inventories	(37,151)	(34,792)	(33,902)
Prepaid expenses and other current assets	0	0	0
Deferred income taxes	0	0	0
Total current assets	(222,504)	(223,877)	(156,060)
Property, plant, and equipment, net of accumulated depreciation of $317,580, $290,636, and $263,580, respectively	0	0	0
Goodwill	0	0	0
Tradenames	0	0	0
Deferred Finance Costs, Noncurrent, Net			0
Other assets	0	0	0
Intercompany long term receivable	(297,756)	(294,070)	(267,160)
Intercompany long term note receivable	(100,000)	(100,000)	(100,000)
Investment in subsidiaries	(1,578,606)	(1,627,795)	(1,413,477)
Total assets	(2,198,866)	(2,245,742)	(1,936,697)
Current liabilities:
Accounts payable	0	0	0
Intercompany payables	(185,353)	(189,085)	(122,158)
Other current liabilities	0	0	0
Total current liabilities	(185,353)	(189,085)	(122,158)
Long-term debt, net	0	0	0
Deferred income taxes	0	0	0
Intercompany long term liability	(297,756)	(294,070)	(267,160)
Intercompany long term note payable	(100,000)	(100,000)	(100,000)
Other long-term liabilities	0	0	0
Total stockholders' equity	(1,615,757)	(1,662,587)	(1,447,379)
Total liabilities and stockholders' equity	(2,198,866)	(2,245,742)	(1,936,697)
Parent [Member]
Current assets:
Cash and cash equivalents	0	0	0		0
Accounts receivable, net	0	0	0
Intercompany receivable	0	0	0
Finished goods inventories	0	0	0
Prepaid expenses and other current assets	0	0	0
Deferred income taxes	0	0	0
Total current assets	0	0	0
Property, plant, and equipment, net of accumulated depreciation of $317,580, $290,636, and $263,580, respectively	0	0	0
Goodwill	0	0	0
Tradenames	0	0	0
Deferred Finance Costs, Noncurrent, Net			0
Other assets	0	0	0
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	766,702	875,051	802,939
Total assets	766,702	875,051	802,939
Current liabilities:
Accounts payable	0	0	0
Intercompany payables	0	0	0
Other current liabilities	0	0	0
Total current liabilities	0	0	0
Long-term debt, net	0	0	0
Deferred income taxes	0	0	0
Intercompany long term liability	0	0	0
Intercompany long term note payable	0	0	0
Other long-term liabilities	0	0	0
Total stockholders' equity	766,702	875,051	802,939
Total liabilities and stockholders' equity	766,702	875,051	802,939
Subsidiary Issuer [Member]
Current assets:
Cash and cash equivalents	159,191	325,771	211,730		311,078
Accounts receivable, net	126,501	178,842	130,386
Intercompany receivable	62,988	52,676	57,590
Finished goods inventories	344,479	271,148	322,981
Prepaid expenses and other current assets	25,362	17,460	27,217
Deferred income taxes	17,452	19,502	19,253
Total current assets	735,973	865,399	769,157
Property, plant, and equipment, net of accumulated depreciation of $317,580, $290,636, and $263,580, respectively	162,536	162,031	160,022
Goodwill	136,570	136,570	136,570
Tradenames	223,517	225,348	227,336
Deferred Finance Costs, Noncurrent, Net			0
Other assets	16,705	14,634	12,862
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	100,000	100,000	100,000
Investment in subsidiaries	692,654	652,598	595,255
Total assets	2,067,955	2,156,580	2,001,202
Current liabilities:
Accounts payable	125,742	93,585	87,405
Intercompany payables	120,695	134,694	63,369
Other current liabilities	7,293	12,996	35,948
Total current liabilities	253,730	241,275	186,722
Long-term debt, net	560,964	560,541	560,129
Deferred income taxes	83,601	84,038	79,351
Intercompany long term liability	297,756	294,070	267,160
Intercompany long term note payable	0	0	0
Other long-term liabilities	68,051	66,813	70,999
Total stockholders' equity	803,853	909,843	836,841
Total liabilities and stockholders' equity	2,067,955	2,156,580	2,001,202
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	11,233	14,652	13,007		10,442
Accounts receivable, net	19,844	23,980	21,531
Intercompany receivable	115,545	133,092	60,737
Finished goods inventories	212,739	184,618	194,245
Prepaid expenses and other current assets	15,142	14,261	14,027
Deferred income taxes	13,545	13,544	10,851
Total current assets	388,048	384,147	314,398
Property, plant, and equipment, net of accumulated depreciation of $317,580, $290,636, and $263,580, respectively	191,895	180,322	164,578
Goodwill	0	0	0
Tradenames	85,500	85,500	85,500
Deferred Finance Costs, Noncurrent, Net			0
Other assets	708	665	853
Intercompany long term receivable	297,756	294,070	267,160
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	119,250	100,146	15,283
Total assets	1,083,157	1,044,850	847,772
Current liabilities:
Accounts payable	44,406	44,951	35,589
Intercompany payables	61,774	51,362	56,452
Other current liabilities	63,500	80,908	26,485
Total current liabilities	169,680	177,221	118,526
Long-term debt, net	0	0	0
Deferred income taxes	45,081	44,800	39,879
Intercompany long term liability	0	0	0
Intercompany long term note payable	100,000	100,000	100,000
Other long-term liabilities	85,078	79,568	75,133
Total stockholders' equity	683,318	643,261	514,234
Total liabilities and stockholders' equity	1,083,157	1,044,850	847,772
Non-Guarantors Subsidiaries [Member]
Current assets:
Cash and cash equivalents	34,656	40,786	19,564		$ 19,118
Accounts receivable, net	4,288	4,748	5,228
Intercompany receivable	6,820	3,317	3,831
Finished goods inventories	67,367	48,960	60,932
Prepaid expenses and other current assets	5,685	6,094	6,395
Deferred income taxes	1,819	1,034	1,767
Total current assets	120,635	104,939	97,717
Property, plant, and equipment, net of accumulated depreciation of $317,580, $290,636, and $263,580, respectively	31,603	29,351	28,538
Goodwill	40,970	38,304	42,183
Tradenames	0	0	0
Deferred Finance Costs, Noncurrent, Net			0
Other assets	336	321	44
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	193,544	172,915	168,482
Current liabilities:
Accounts payable	20,218	19,112	22,815
Intercompany payables	2,884	3,029	2,337
Other current liabilities	9,802	11,166	14,018
Total current liabilities	32,904	33,307	39,170
Long-term debt, net	19,714	18,431	20,298
Deferred income taxes	0	0	0
Intercompany long term liability	0	0	0
Intercompany long term note payable	0	0	0
Other long-term liabilities	12,340	11,694	12,710
Total stockholders' equity	128,586	109,483	96,304
Total liabilities and stockholders' equity	$ 193,544	$ 172,915	$ 168,482

GUARANTOR UNAUDITED CONDENSED53

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Income Statement) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Condensed Income Statements, Captions [Line Items]
Net sales	$ 639,471	$ 612,765	$ 1,363,556	$ 1,297,529
Cost of goods sold	357,289	349,870	770,445	750,582
Gross profit	282,182	262,895	593,111	546,947
Selling, general, and administrative expenses	228,464	209,296	457,460	420,479
Royalty income	(9,525)	(8,353)	(20,600)	(19,989)
Operating income	63,243	61,952	156,251	146,457
Interest expense	6,803	6,935	13,542	13,627
Interest income	(178)	(157)	(385)	(294)
(Income) loss in subsidiaries	0	0	0	0
Other expense (income), net	516	(1,900)	3,709	62
Income before income taxes	56,102	57,074	139,385	133,062
Provision for income taxes	19,904	20,969	49,207	47,165
Net income	36,198	36,105	90,178	85,897
Consolidation, Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	(162,919)	(153,352)	(327,140)	(310,390)
Cost of goods sold	(159,454)	(145,403)	(311,517)	(296,296)
Gross profit	(3,465)	(7,949)	(15,623)	(14,094)
Selling, general, and administrative expenses	(8,408)	(12,176)	(17,518)	(20,336)
Royalty income	2,046	1,756	4,254	3,870
Operating income	2,897	2,471	(2,359)	2,372
Interest expense	(1,837)	(1,312)	(2,654)	(2,740)
Interest income	1,837	1,312	2,654	2,740
(Income) loss in subsidiaries	35,260	29,841	79,404	56,759
Other expense (income), net	0	0	0	0
Income before income taxes	(32,363)	(27,370)	(81,763)	(54,387)
Provision for income taxes	0	0	0	0
Net income	(32,363)	(27,370)	(81,763)	(54,387)
Parent [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	0	0	0	0
Cost of goods sold	0	0	0	0
Gross profit	0	0	0	0
Selling, general, and administrative expenses	0	0	0	0
Royalty income	0	0	0	0
Operating income	0	0	0	0
Interest expense	0	0	0	0
Interest income	0	0	0	0
(Income) loss in subsidiaries	(36,198)	(36,105)	(90,178)	(85,897)
Other expense (income), net	0	0	0	0
Income before income taxes	36,198	36,105	90,178	85,897
Provision for income taxes	0	0	0	0
Net income	36,198	36,105	90,178	85,897
Subsidiary Issuer [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	361,366	362,318	812,562	797,604
Cost of goods sold	264,791	254,299	585,891	552,510
Gross profit	96,575	108,019	226,671	245,094
Selling, general, and administrative expenses	40,434	42,167	83,021	84,416
Royalty income	(7,057)	(6,341)	(16,129)	(15,380)
Operating income	63,198	72,193	159,779	176,058
Interest expense	6,667	6,773	13,275	13,435
Interest income	(1,989)	(1,445)	(2,974)	(3,002)
(Income) loss in subsidiaries	10,335	9,306	16,831	32,700
Other expense (income), net	(373)	(49)	(173)	(195)
Income before income taxes	48,558	57,608	132,820	133,120
Provision for income taxes	15,258	23,974	40,284	49,595
Net income	33,300	33,634	92,536	83,525
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	374,806	351,161	756,086	710,557
Cost of goods sold	220,976	213,845	432,004	436,760
Gross profit	153,830	137,316	324,082	273,797
Selling, general, and administrative expenses	173,924	157,636	346,066	314,899
Royalty income	(4,514)	(3,768)	(8,725)	(8,479)
Operating income	(15,580)	(16,552)	(13,259)	(32,623)
Interest expense	1,861	1,333	2,706	2,676
Interest income	0	0	0	0
(Income) loss in subsidiaries	(9,397)	(3,042)	(6,057)	(3,562)
Other expense (income), net	387	26	173	163
Income before income taxes	(8,431)	(14,869)	(10,081)	(31,900)
Provision for income taxes	1,903	(4,867)	6,749	(2,887)
Net income	(10,334)	(10,002)	(16,830)	(29,013)
Non-Guarantors Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	66,218	52,638	122,048	99,758
Cost of goods sold	30,976	27,129	64,067	57,608
Gross profit	35,242	25,509	57,981	42,150
Selling, general, and administrative expenses	22,514	21,669	45,891	41,500
Royalty income	0	0	0	0
Operating income	12,728	3,840	12,090	650
Interest expense	112	141	215	256
Interest income	(26)	(24)	(65)	(32)
(Income) loss in subsidiaries	0	0	0	0
Other expense (income), net	502	(1,877)	3,709	94
Income before income taxes	12,140	5,600	8,231	332
Provision for income taxes	2,743	1,862	2,174	457
Net income	$ 9,397	$ 3,738	$ 6,057	$ (125)

GUARANTOR UNAUDITED CONDENSED54

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2016	Jul. 04, 2015	Jul. 02, 2016	Jul. 04, 2015
Condensed Financial Statements, Captions [Line Items]
Net income	$ 36,198	$ 36,105	$ 90,178	$ 85,897
Foreign currency translation adjustments	548	(244)	5,834	(6,238)
Comprehensive income	36,746	35,861	96,012	79,659
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	36,198	36,105	90,178	85,897
Foreign currency translation adjustments	548	(244)	5,834	(6,238)
Comprehensive income	36,746	35,861	96,012	79,659
Subsidiary Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	33,300	33,634	92,536	83,525
Foreign currency translation adjustments	548	(244)	5,834	(6,238)
Comprehensive income	33,848	33,390	98,370	77,287
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(10,334)	(10,002)	(16,830)	(29,013)
Foreign currency translation adjustments	548	22	5,834	30
Comprehensive income	(9,786)	(9,980)	(10,996)	(28,983)
Non-Guarantors Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	9,397	3,738	6,057	(125)
Foreign currency translation adjustments	548	(244)	5,834	(6,238)
Comprehensive income	9,945	3,494	11,891	(6,363)
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(32,363)	(27,370)	(81,763)	(54,387)
Foreign currency translation adjustments	(1,644)	466	(17,502)	12,446
Comprehensive income	$ (34,007)	$ (26,904)	$ (99,265)	$ (41,941)

GUARANTOR UNAUDITED CONDENSED55

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Cash Flows) (Details) $ in Thousands, CAD in Millions	3 Months Ended		6 Months Ended
	Jul. 02, 2016USD ($)	Jul. 04, 2015USD ($)	Jul. 02, 2016USD ($)	Jul. 04, 2015USD ($)	Jul. 04, 2015CAD
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			$ 85,599	$ 27,132
Cash flows from investing activities:
Capital expenditures			(49,698)	(50,284)
Intercompany investing activity			0	0
Proceeds From Repayment of Intercompany Loan				0
Proceeds from sale of property, plant and equipment			193	43
Net cash used in investing activities			(49,505)	(50,241)
Cash flows from financing activities:
Intercompany financing activity			0	0
Proceeds from intercompany loan				0
Borrowings under secured revolving credit facility			0	20,349	CAD 25.5
Payments on secured revolving credit facility			0	(20,000)
Dividends paid			(33,679)	(23,143)
Repurchase of common stock			(180,209)	(48,894)
Income tax benefit from stock-based compensation			3,684	6,890
Withholdings from vesting of restricted stock			(8,508)	(12,377)
Proceeds from exercise of stock options			5,101	4,560
Net cash (used in) provided by financing activities			(213,611)	(72,615)
Effect of exchange rate changes on cash and cash equivalents			1,388	(613)
Net increase (decrease) in cash and cash equivalents			(176,129)	(96,337)
Cash and cash equivalents, beginning of period			381,209	340,638
Cash and cash equivalents, end of period	$ 205,080	$ 244,301	205,080	244,301
Excess Tax Benefit from Share-based Compensation, Operating Activities			3,684	6,890
Gain (Loss) on Disposition of Property Plant Equipment			(133)	(90)
Amortization of debt issuance costs			725	678
Non-cash stock-based compensation expense	4,694	4,820	9,250	9,560
Parent [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			0	0
Cash flows from investing activities:
Capital expenditures			0	0
Intercompany investing activity			217,295	79,854
Proceeds From Repayment of Intercompany Loan				0
Proceeds from sale of property, plant and equipment			0	0
Net cash used in investing activities			217,295	79,854
Cash flows from financing activities:
Intercompany financing activity			0	0
Proceeds from intercompany loan				0
Borrowings under secured revolving credit facility				0
Payments on secured revolving credit facility				0
Dividends paid			(33,679)	(23,143)
Repurchase of common stock			(180,209)	(48,894)
Income tax benefit from stock-based compensation			0	0
Withholdings from vesting of restricted stock			(8,508)	(12,377)
Proceeds from exercise of stock options			5,101	4,560
Net cash (used in) provided by financing activities			(217,295)	(79,854)
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			0	0
Cash and cash equivalents, beginning of period			0
Cash and cash equivalents, end of period	0	0	0	0
Subsidiary Issuer [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			75,255	39,654
Cash flows from investing activities:
Capital expenditures			(15,895)	(15,591)
Intercompany investing activity			(1,784)	(5,648)
Proceeds From Repayment of Intercompany Loan				20,000
Proceeds from sale of property, plant and equipment			0	36
Net cash used in investing activities			(17,679)	(1,203)
Cash flows from financing activities:
Intercompany financing activity			(226,217)	(122,520)
Proceeds from intercompany loan				0
Borrowings under secured revolving credit facility				0
Payments on secured revolving credit facility				(20,000)
Dividends paid			0	0
Repurchase of common stock			0	0
Income tax benefit from stock-based compensation			2,061	4,721
Withholdings from vesting of restricted stock			0	0
Proceeds from exercise of stock options			0	0
Net cash (used in) provided by financing activities			(224,156)	(137,799)
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			(166,580)	(99,348)
Cash and cash equivalents, beginning of period			325,771
Cash and cash equivalents, end of period	159,191	211,730	159,191	211,730
Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			12,749	(20,473)
Cash flows from investing activities:
Capital expenditures			(30,274)	(29,683)
Intercompany investing activity			(1,623)	(2,169)
Proceeds From Repayment of Intercompany Loan				0
Proceeds from sale of property, plant and equipment			0	0
Net cash used in investing activities			(31,897)	(31,852)
Cash flows from financing activities:
Intercompany financing activity			14,106	52,721
Proceeds from intercompany loan				0
Borrowings under secured revolving credit facility				0
Payments on secured revolving credit facility				0
Dividends paid			0	0
Repurchase of common stock			0	0
Income tax benefit from stock-based compensation			1,623	2,169
Withholdings from vesting of restricted stock			0	0
Proceeds from exercise of stock options			0	0
Net cash (used in) provided by financing activities			15,729	54,890
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			(3,419)	2,565
Cash and cash equivalents, beginning of period			14,652
Cash and cash equivalents, end of period	11,233	13,007	11,233	13,007
Non-Guarantors Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			(2,405)	7,951
Cash flows from investing activities:
Capital expenditures			(3,529)	(5,010)
Intercompany investing activity			0	0
Proceeds From Repayment of Intercompany Loan				0
Proceeds from sale of property, plant and equipment			193	7
Net cash used in investing activities			(3,336)	(5,003)
Cash flows from financing activities:
Intercompany financing activity			(1,777)	(2,238)
Proceeds from intercompany loan				(20,000)
Borrowings under secured revolving credit facility				20,349
Payments on secured revolving credit facility				0
Dividends paid			0	0
Repurchase of common stock			0	0
Income tax benefit from stock-based compensation			0	0
Withholdings from vesting of restricted stock			0	0
Proceeds from exercise of stock options			0	0
Net cash (used in) provided by financing activities			(1,777)	(1,889)
Effect of exchange rate changes on cash and cash equivalents			1,388	(613)
Net increase (decrease) in cash and cash equivalents			(6,130)	446
Cash and cash equivalents, beginning of period			40,786
Cash and cash equivalents, end of period	34,656	19,564	34,656	19,564
Consolidation, Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities			0	0
Cash flows from investing activities:
Capital expenditures			0	0
Intercompany investing activity			(213,888)	(72,037)
Proceeds From Repayment of Intercompany Loan				(20,000)
Proceeds from sale of property, plant and equipment			0	0
Net cash used in investing activities			(213,888)	(92,037)
Cash flows from financing activities:
Intercompany financing activity			213,888	72,037
Proceeds from intercompany loan				20,000
Borrowings under secured revolving credit facility				0
Payments on secured revolving credit facility				0
Dividends paid			0	0
Repurchase of common stock			0	0
Income tax benefit from stock-based compensation			0	0
Withholdings from vesting of restricted stock			0	0
Proceeds from exercise of stock options			0	0
Net cash (used in) provided by financing activities			213,888	92,037
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			0	0
Cash and cash equivalents, beginning of period			0
Cash and cash equivalents, end of period	$ 0	$ 0	$ 0	$ 0