GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company’s senior notes constitute debt obligations of its wholly-owned subsidiary, The William Carter Company ("TWCC" or the "Subsidiary Issuer"), are unsecured and are fully and unconditionally guaranteed by Carter’s, Inc. (the "Parent"), by each of the Parent's current domestic subsidiaries (other than TWCC), and, subject to certain exceptions, future restricted subsidiaries that guarantee the Company’s amended revolving credit facility or certain other debt of the Company or the subsidiary guarantors. Under specific customary conditions, the guarantees are not full and unconditional because subsidiary guarantors can be released and relieved of their obligations under customary circumstances contained in the indenture governing the senior notes. These circumstances include among others the following, so long as other applicable provisions of the indentures are adhered to: any sale or other disposition of all or substantially all of the assets of any subsidiary guarantor, any sale or other disposition of capital stock of any subsidiary guarantor, or designation of any restricted subsidiary that is a subsidiary guarantor as an unrestricted subsidiary. The condensed consolidating financial information for the Parent, the Subsidiary Issuer, and the guarantor and non-guarantor subsidiaries has been prepared from the books and records maintained by the Company. The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10. The financial information may not necessarily be indicative of the financial position, results of operations, comprehensive income (loss), and cash flows, had the Parent, Subsidiary Issuer, guarantor or non-guarantor subsidiaries operated as independent entities. Intercompany revenues and expenses included in the subsidiary records are eliminated in consolidation. As a result of this activity, an amount due to/due from affiliates will exist at any time. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. The Company has accounted for investments in subsidiaries under the equity method. The guarantor subsidiaries are 100% owned directly or indirectly by the Parent and all guarantees are joint, several and unconditional. In December 2015, as part of a foreign subsidiary restructuring, certain non-guarantor subsidiaries became subsidiaries of certain other non-guarantor subsidiaries. The restructuring did not retroactively impact the prior status of the guarantor and the non-guarantor subsidiaries, and accordingly the condensed consolidating financial information for periods prior to the restructuring have not been adjusted to reflect the restructuring. CARTER’S, INC. Condensed Consolidating Balance Sheet As of December 31, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 229,056 $ 11,817 $ 58,485 $ — $ 299,358 Accounts receivable, net — 176,825 18,315 7,331 — 202,471 Intercompany receivable — 55,902 74,681 14,601 (145,184 ) — Finished goods inventories — 278,696 174,542 60,153 (25,800 ) 487,591 Prepaid expenses and other current assets — 11,402 16,028 4,750 — 32,180 Deferred income taxes — 18,476 15,440 1,570 — 35,486 Total current assets — 770,357 310,823 146,890 (170,984 ) 1,057,086 Property, plant, and equipment, net — 155,187 194,691 35,996 — 385,874 Goodwill — 136,570 — 39,439 — 176,009 Tradenames and other intangibles, net — 223,428 85,500 — — 308,928 Other assets — 17,771 605 324 — 18,700 Intercompany long-term receivable — — 428,436 — (428,436 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 788,124 753,753 145,076 — (1,686,953 ) — Total assets $ 788,124 $ 2,157,066 $ 1,165,131 $ 222,649 $ (2,386,373 ) $ 1,946,597 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 97,103 $ 41,947 $ 19,382 $ — $ 158,432 Intercompany payables — 85,894 55,257 4,033 (145,184 ) — Other current liabilities — 16,473 90,718 11,986 — 119,177 Total current liabilities — 199,470 187,922 35,401 (145,184 ) 277,609 Long-term debt — 561,399 — 18,977 — 580,376 Deferred income taxes — 87,116 43,540 — — 130,656 Intercompany long-term liability — 428,436 — — (428,436 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 66,721 89,252 13,859 — 169,832 Stockholders' equity 788,124 813,924 744,417 154,412 (1,712,753 ) 788,124 Total liabilities and stockholders' equity $ 788,124 $ 2,157,066 $ 1,165,131 $ 222,649 $ (2,386,373 ) $ 1,946,597 CARTER’S, INC. Condensed Consolidating Balance Sheet As of January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 325,771 $ 14,652 $ 40,786 $ — $ 381,209 Accounts receivable, net — 178,842 23,980 4,748 — 207,570 Intercompany receivable — 52,676 133,092 3,317 (189,085 ) — 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 and other intangibles, 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 — 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 Statement of Operations For the fiscal year ended December 31, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,881,919 $ 1,762,882 $ 300,533 $ (746,150 ) $ 3,199,184 Cost of goods sold — 1,358,209 1,033,403 155,571 (727,148 ) 1,820,035 Gross profit — 523,710 729,479 144,962 (19,002 ) 1,379,149 Selling, general, and administrative expenses — 177,605 753,874 101,494 (37,567 ) 995,406 Royalty income — (32,728 ) (19,660 ) — 9,573 (42,815 ) Operating income (loss) — 378,833 (4,735 ) 43,468 8,992 426,558 Interest expense — 26,475 5,435 442 (5,308 ) 27,044 Interest income — (5,756 ) — (115 ) 5,308 (563 ) (Income) loss in subsidiaries (258,106 ) 4,413 (29,306 ) — 282,999 — Other (income) expense, net — (383 ) 482 3,908 — 4,007 Income (loss) before income taxes 258,106 354,084 18,654 39,233 (274,007 ) 396,070 Provision for income taxes — 104,970 23,067 9,927 — 137,964 Net income (loss) $ 258,106 $ 249,114 $ (4,413 ) $ 29,306 $ (274,007 ) $ 258,106 CARTER’S, INC. Condensed Consolidating Statement of Operations For the fiscal year ended January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,813,950 $ 1,639,826 $ 246,158 $ (686,055 ) $ 3,013,879 Cost of goods sold — 1,286,411 989,284 136,317 (656,157 ) 1,755,855 Gross profit — 527,539 650,542 109,841 (29,898 ) 1,258,024 Selling, general, and administrative expenses — 181,150 679,532 88,257 (39,706 ) 909,233 Royalty income — (32,978 ) (19,414 ) — 8,326 (44,066 ) Operating income (loss) — 379,367 (9,576 ) 21,584 1,482 392,857 Interest expense — 26,550 5,331 557 (5,407 ) 27,031 Interest income — (5,826 ) — (81 ) 5,407 (500 ) (Income) loss in subsidiaries (237,822 ) 19,775 (9,742 ) — 227,789 — Other (income) expense, net — (6 ) (60 ) (1,796 ) — (1,862 ) Income (loss) before income taxes 237,822 338,874 (5,105 ) 22,904 (226,307 ) 368,188 Provision for income taxes — 102,534 20,590 7,242 — 130,366 Net income (loss) $ 237,822 $ 236,340 $ (25,695 ) $ 15,662 $ (226,307 ) $ 237,822 CARTER’S, INC. Condensed Consolidating Statement of Operations For the fiscal year ended January 3, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,770,238 $ 1,564,717 $ 241,191 $ (682,278 ) $ 2,893,868 Cost of goods sold — 1,271,260 936,260 138,838 (636,930 ) 1,709,428 Gross profit — 498,978 628,457 102,353 (45,348 ) 1,184,440 Selling, general, and administrative expenses — 203,371 646,728 91,521 (51,369 ) 890,251 Royalty income — (30,741 ) (18,896 ) — 10,481 (39,156 ) Operating income (loss) — 326,348 625 10,832 (4,460 ) 333,345 Interest expense — 27,651 5,310 343 (5,651 ) 27,653 Interest income — (5,998 ) — (56 ) 5,651 (403 ) (Income) loss in subsidiaries (194,670 ) 20,226 (15,050 ) — 189,494 — Other (income) expense, net — (235 ) 2,263 1,161 — 3,189 Income (loss) before income taxes 194,670 284,704 8,102 9,384 (193,954 ) 302,906 Provision for income taxes — 85,574 19,441 3,221 — 108,236 Net income (loss) $ 194,670 $ 199,130 $ (11,339 ) $ 6,163 $ (193,954 ) $ 194,670 Condensed Consolidating Statements of Comprehensive Income (Loss) For the fiscal year ended December 31, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 258,106 $ 249,114 $ (4,413 ) $ 29,306 $ (274,007 ) $ 258,106 Post-retirement benefit plans (335 ) (335 ) (666 ) — 1,001 (335 ) Foreign currency translation adjustments 1,962 1,962 1,962 1,962 (5,886 ) 1,962 Comprehensive income (loss) $ 259,733 $ 250,741 $ (3,117 ) $ 31,268 $ (278,892 ) $ 259,733 For the fiscal year ended January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 237,822 $ 236,340 $ (25,695 ) $ 15,662 $ (226,307 ) $ 237,822 Post-retirement benefit plans 859 859 803 — (1,662 ) 859 Foreign currency translation adjustments (14,189 ) (14,189 ) (29,574 ) (14,189 ) 57,952 (14,189 ) Comprehensive income (loss) $ 224,492 $ 223,010 $ (54,466 ) $ 1,473 $ (170,017 ) $ 224,492 For the fiscal year ended January 3, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 194,670 $ 199,130 $ (11,339 ) $ 6,163 $ (193,954 ) $ 194,670 Post-retirement benefit plans (5,110 ) (5,110 ) (4,963 ) — 10,073 (5,110 ) Foreign currency translation adjustments (7,845 ) (7,845 ) (251 ) (7,845 ) 15,941 (7,845 ) Comprehensive income (loss) $ 181,715 $ 186,175 $ (16,553 ) $ (1,682 ) $ (167,940 ) $ 181,715 Condensed Consolidating Statement of Cash Flows For the fiscal year ended December 31, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 206,843 $ 127,018 $ 35,368 $ — $ 369,229 Cash flows from investing activities: Capital expenditures — (22,934 ) (55,072 ) (10,550 ) — (88,556 ) Intercompany investing activity 368,307 480 (2,118 ) 131 (366,800 ) — Proceeds from sale of property, plant and equipment — 23 — 193 — 216 Net cash provided by(used in) investing activities $ 368,307 $ (22,431 ) $ (57,190 ) $ (10,226 ) $ (366,800 ) $ (88,340 ) Cash flows from financing activities: Intercompany financing activity — (283,909 ) (74,681 ) (8,210 ) 366,800 — Dividends paid (66,355 ) — — — — (66,355 ) Repurchase of common stock (300,445 ) — — — — (300,445 ) Income tax benefit from stock-based compensation — 2,782 2,018 — — 4,800 Withholdings from vesting of restricted stock (8,673 ) — — — — (8,673 ) Proceeds from exercise of stock options 7,166 — — — — 7,166 Net cash (used in) provided by financing activities (368,307 ) (281,127 ) (72,663 ) (8,210 ) 366,800 (363,507 ) Effect of exchange rate changes on cash — — — 767 — 767 Net (decrease) increase in cash and cash equivalents — (96,715 ) (2,835 ) 17,699 — (81,851 ) Cash and cash equivalents, beginning of fiscal year — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of fiscal year $ — $ 229,056 $ 11,817 $ 58,485 $ — $ 299,358 CARTER’S, INC. Condensed Consolidating Statement of Cash Flows For the fiscal year ended January 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 148,656 $ 115,589 $ 43,742 $ — $ 307,987 Cash flows from investing activities: Capital expenditures — (27,813 ) (64,707 ) (10,977 ) — (103,497 ) Intercompany investing activity 161,993 5,642 (2,735 ) (8,582 ) (156,318 ) — Proceeds from repayment of intercompany loan — 35,000 — — (35,000 ) — Issuance of intercompany loan — (15,000 ) — — 15,000 — Proceeds from sale of property, plant and equipment — 65 — 7 — 72 Net cash provided by (used in) investing activities $ 161,993 $ (2,106 ) $ (67,442 ) $ (19,552 ) $ (176,318 ) $ (103,425 ) Cash flows from financing activities: Intercompany financing activity — (108,761 ) (46,672 ) (885 ) 156,318 — Repayment of intercompany loan — — — (35,000 ) 35,000 — Proceeds from intercompany loan — — — 15,000 (15,000 ) — Borrowings under secured revolving credit facility — 166,000 — 39,586 — 205,586 Payments on secured revolving credit facility — (186,000 ) — (19,237 ) — (205,237 ) Payment of debt issuance costs — (1,628 ) — — — (1,628 ) Payment of contingent consideration — (7,572 ) — — — (7,572 ) Dividends paid (46,028 ) — — — — (46,028 ) Repurchase of common stock (110,290 ) — — — — (110,290 ) Income tax benefit from stock-based compensation — 6,104 2,735 — — 8,839 Withholdings from vesting of restricted stock (12,651 ) — — — — (12,651 ) Proceeds from exercise of stock options 6,976 — — — — 6,976 Net cash (used in) provided by financing activities (161,993 ) (131,857 ) (43,937 ) (536 ) 176,318 (162,005 ) Effect of exchange rate changes on cash — — — (1,986 ) — (1,986 ) Net increase in cash and cash equivalents — 14,693 4,210 21,668 — 40,571 Cash and cash equivalents, beginning of fiscal year — 311,078 10,442 19,118 — 340,638 Cash and cash equivalents, end of fiscal year $ — $ 325,771 $ 14,652 $ 40,786 $ — $ 381,209 CARTER’S, INC. Condensed Consolidating Statement of Cash Flows For the fiscal year ended January 3, 2015 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 189,945 $ 83,439 $ 9,013 $ — $ 282,397 Cash flows from investing activities: Capital expenditures — (45,868 ) (46,694 ) (10,891 ) — (103,453 ) Intercompany investing activity 118,060 15,864 (2,445 ) (8,901 ) (122,578 ) — Proceeds from repayment of intercompany loan — 15,000 — — (15,000 ) — Issuance of intercompany loan — (35,000 ) — — 35,000 — Acquisition of tradenames — (3,550 ) — — — (3,550 ) Proceeds from sale of property, plant and equipment — 2,267 — 4 — 2,271 Net cash provided by (used in) investing activities $ 118,060 $ (51,287 ) $ (49,139 ) $ (19,788 ) $ (102,578 ) (104,732 ) Cash flows from financing activities: Intercompany financing activity — (99,018 ) (26,302 ) 2,742 122,578 — Proceeds from intercompany loan — — — (15,000 ) 15,000 — Repayment of intercompany loan — — — 35,000 (35,000 ) — Payment of debt issuance costs — (177 ) — — — (177 ) Payment of contingent consideration — (8,901 ) — — — (8,901 ) Dividends paid (40,477 ) — — — — (40,477 ) Repurchase of common stock (82,099 ) — — — — (82,099 ) Income tax benefit from stock-based compensation — 2,256 2,444 — — 4,700 Withholdings from vesting of restricted stock (4,548 ) — — — — (4,548 ) Proceeds from exercise of stock options 9,064 — — — — 9,064 Net cash (used in) provided by financing activities (118,060 ) (105,840 ) (23,858 ) 22,742 102,578 (122,438 ) Effect of exchange rate changes on cash — — — (1,135 ) — (1,135 ) Net increase in cash and cash equivalents — 32,818 10,442 10,832 — 54,092 Cash and cash equivalents, beginning of fiscal year — 278,260 — 8,286 — 286,546 Cash and cash equivalents, end of fiscal year $ — $ 311,078 $ 10,442 $ 19,118 $ — $ 340,638 |