Carter's (CRI) 10-Q 27 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Apr. 01, 2017	Apr. 21, 2017
Document Information [Line Items]
Entity Registrant Name	CARTERS INC
Entity Central Index Key	1,060,822
Current Fiscal Year End Date	--12-30
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		48,390,342

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Current assets:
Cash and cash equivalents	$ 154,278	$ 299,358	$ 395,141
Accounts receivable, net	206,707	202,471	192,569
Finished goods inventories	434,712	487,591	376,499
Prepaid expenses and other current assets	46,153	32,180	36,791
Deferred income taxes	0	35,486	31,841
Total current assets	841,850	1,057,086	1,032,841
Property, plant, and equipment, net of accumulated depreciation of $365,733, $345,907, and $307,449, respectively	386,275	385,874	377,273
Tradenames and other intangible assets, net	401,379	308,928	309,853
Goodwill	232,925	176,009	177,238
Other assets	23,034	18,700	15,258
Total assets	1,885,463	1,946,597	1,912,463
Current liabilities:
Accounts payable	101,386	158,432	90,387
Other current liabilities	123,661	119,177	102,494
Total current liabilities	225,047	277,609	192,881
Long-term debt, net	581,621	580,376	580,319
Deferred income taxes	133,552	130,656	128,815
Other long-term liabilities	173,280	169,832	161,731
Total liabilities	1,113,500	1,158,473	1,063,746
Commitments and contingencies - Note 13
Stockholders' equity:
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at April 1, 2017, December 31, 2016, and April 2, 2016	0	0	0
Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 48,517,417, 48,948,670 and 51,206,395 shares issued and outstanding at April 1, 2017, December 31, 2016 and April 2, 2016, respectively	485	489	512
Accumulated other comprehensive loss	(33,793)	(34,740)	(31,081)
Retained earnings	805,271	822,375	879,286
Total stockholders' equity	771,963	788,124	848,717
Total liabilities and stockholders' equity	$ 1,885,463	$ 1,946,597	$ 1,912,463

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 365,733	$ 345,907	$ 307,449
Preferred stock; par value (USD per share)	$ 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 (USD per share)	$ 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	48,517,417	48,948,670	51,206,395
Common stock voting; shares outstanding	48,517,417	48,948,670	51,206,395

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Income Statement [Abstract]
Net sales	$ 732,755	$ 724,085
Cost of goods sold	416,953	413,156
Gross profit	315,802	310,929
Selling, general, and administrative expenses	247,794	228,996
Royalty income	(10,558)	(11,075)
Operating income	78,566	93,008
Interest expense	7,104	6,739
Interest income	(139)	(207)
Other (income) expense, net	(221)	3,193
Income before income taxes	71,822	83,283
Provision for income taxes	25,158	29,303
Net income	$ 46,664	$ 53,980
Diluted net income per common share (USD per share)	$ 0.96	$ 1.05
Dividend declared and paid per common share (USD per share)	0.95	1.04
Dividend declared per common share (USD per share)	$ 0.37	$ 0.33

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 46,664	$ 53,980
Other comprehensive income:
Foreign currency translation adjustments	947	5,286
Comprehensive income	$ 47,611	$ 59,266

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Apr. 01, 2017 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	Retained Earnings [Member]
Balance at Dec. 31, 2016	$ 788,124	$ 489	$ 0	$ (34,740)	$ 822,375
Balance (in shares) at Dec. 31, 2016	48,948,670	48,948,670
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options	$ 1,626	$ 1	1,625
Exercise of stock options (in shares)		32,825
Withholdings from vesting of restricted stock	(5,552)	$ (1)	(5,551)
Withholdings from vesting of restricted stock (in shares)		(65,388)
Restricted stock activity	0	$ 1	(1)
Restricted stock activity (in shares)		145,254
Stock-based compensation expense	4,779		4,779
Repurchase of common stock	(46,627)	$ (5)	(852)		(45,770)
Repurchase of common stock (in shares)		(543,944)
Cash dividends declared and paid	(17,998)				(17,998)
Comprehensive income	47,611			947	46,664
Balance at Apr. 01, 2017	$ 771,963	$ 485	$ 0	$ (33,793)	$ 805,271
Balance (in shares) at Apr. 01, 2017	48,517,417	48,517,417

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Cash flows from operating activities:
Net income	$ 46,664	$ 53,980
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,513	17,177
Amortization of tradenames	250	995
Amortization of debt issuance costs	373	361
Non-cash stock-based compensation expense	4,779	4,556
Foreign currency (gain) loss, net	(62)	3,780
Income tax benefit from stock-based compensation	0	(3,144)
Loss on disposal of property, plant, and equipment	189	192
Deferred income taxes	3,491	2,226
Effect of changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net	16,247	15,247
Finished goods inventories	82,086	96,056
Prepaid expenses and other assets	(15,350)	(576)
Accounts payable and other liabilities	(74,000)	(62,568)
Net cash provided by operating activities	84,180	128,282
Cash flows from investing activities:
Capital expenditures	(17,991)	(25,552)
Acquisition of Skip Hop Holdings, Inc., net of cash acquired	(143,704)	0
Net cash used in investing activities	(161,695)	(25,552)
Cash flows from financing activities:
Borrowing under secured revolving credit facility	20,000	0
Payment on secured revolving credit facility	(18,965)	0
Repurchases of common stock	(46,627)	(71,561)
Dividends paid	(17,998)	(17,032)
Income tax benefit from stock-based compensation	0	3,144
Withholdings from vestings of restricted stock	(5,552)	(8,454)
Proceeds from exercises of stock options	1,626	3,747
Net cash used in financing activities	67,516	90,156
Effect of exchange rate changes on cash and cash equivalents	(49)	1,358
Net (decrease) increase in cash and cash equivalents	(145,080)	13,932
Cash and cash equivalents, beginning of period	299,358	381,209
Cash and cash equivalents, end of period	$ 154,278	$ 395,141

THE COMPANY

THE COMPANY	3 Months Ended
	Apr. 01, 2017
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 and related products under the Carter's, Child of Mine, Just One You, Precious Firsts , Simple Joys , OshKosh B'gosh ("OshKosh") , Skip Hop and other brands. The Company's products are sourced through contractual arrangements with manufacturers worldwide for wholesale distribution to leading department stores, national chains, and specialty retailers domestically and internationally 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 April 1, 2017 , the Company operated 965 retail stores.

BASIS OF PREPARATION AND ADOPTI

BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Apr. 01, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS	BASIS OF PREPARATION AND BUSINESS ACQUISITION 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 ended April 1, 2017 are not necessarily indicative of the results that may be expected for the 2017 fiscal year ending December 30, 2017 . 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 December 31, 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. Skip Hop Acquisition The accompanying unaudited condensed consolidated financial statements and footnotes include the accounts of Skip Hop Holdings, Inc. and subsidiaries ("Skip Hop") from February 23, 2017. Carter's, Inc.'s wholly-owned subsidiary, The William Carter Company ("TWCC"), acquired 100% of the voting equity interests of Skip Hop after the close of business on February 22, 2017. The acquisition of Skip Hop expanded the Company’s product offerings to include complementary essential core products for families with young children. Skip Hop's product lines include diaper bags, kid’s backpacks, travel accessories, home gear, and hardline goods for playtime, mealtime, and bath time. Skip Hop's products are sold through wholesale and eCommerce channels. The Skip Hop purchase was deemed to be the acquisition of a business under the provisions of Accounting Standards Codification ("ASC") No. 805, Business Combinations . The purchase price is subject to a working capital adjustment, plus a potential future payment of up to $10 million contingent upon the achievement of certain financial targets in 2017. The measurement period, as defined under the provisions of ASC 805, is open for certain assets and liabilities. Based on preliminary fair values assigned to assets and liabilities, the purchase price at acquisition of approximately $147.3 million , net of $0.8 million cash acquired, represented: $56.6 million of goodwill which includes an assembled workforce; $92.7 million of intangible assets; $54.7 million of tangible assets acquired, including finished goods inventory of $28.6 million , accounts receivable of $20.4 million , PP&E of $4.2 million ; and $23.2 million of liabilities in addition to $33.5 million of deferred income tax liabilities. The goodwill is not tax deductible to the Company. Based on the purchase price, Skip Hop's assets, and Skip Hop's pre-tax operating income prior to the acquisition, the acquired Skip Hop business does not meet the materiality requirements for preparation and presentation of the pro forma financial information prescribed by Article 11 of Regulation S-X. The majority of Skip Hop's wholesale operations became a part of the Company's U.S. Wholesale operating segment, with the remainder becoming part of the Company's International operating segment. Skip Hop's eCommerce retail operations became part of the Company's U.S. Retail operating segment. Between the acquisition date and the end of the Company's first quarter of fiscal 2017, Skip Hop contributed approximately $10.4 million of net sales to the Company's consolidated net sales and produced operating income of approximately $0.3 million . Accounting Policies 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 2017. Adoption of New Accounting Pronouncements At the Beginning of Fiscal 2017 Accounting for Share-Based Payments to Employees (ASU 2016-09) At the beginning of its first quarter of fiscal 2017, the Company adopted the provisions of Financial Accounting Standards Board ("FASB") ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which amended ASC Topic 718, Stock Compensation . The adoption of this ASU affected the Company consolidated financial statements as follows. Consolidated Statement of Operations - ASU 2016-09 imposes a new requirement to record all of the excess income tax benefits and deficiencies (that result from an increase or decrease in the value of an award from grant date to settlement date) related to share-based payments at settlement through the statement of operations instead of the former requirement to record income tax benefits in excess of compensation cost ("windfalls") in equity, and income tax deficiencies ("shortfalls") in equity to the extent of previous windfalls, and then to operations. This change is required to be applied prospectively upon adoption of ASU 2016-09 to all excess income tax benefits and deficiencies resulting from settlements of share-based payments after the date of adoption. For the first quarter of fiscal 2017, the Company’s provision for income taxes on its consolidated statement of operations includes a benefit of approximately $1.0 million related to net excess income tax benefits for settlements of share-based payments during the current quarter. For the first quarter of fiscal 2016, the Company recognized net excess income tax benefits of approximately $3.1 million for share-based payments settled during that quarter, and this net tax benefit was recorded directly to the Company’s consolidated statement of stockholders’ equity and has not been reclassified to the Company’s consolidated statement of operations, in accordance with adoption and transition provisions of ASU 2016-09. Consolidated Statement of Cash Flows - ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments, such as excess income tax benefits, are to be reported as operating activities on the statement of cash flows, a change from the prior requirement to present windfall income tax benefits as an inflow from financing activities and an offsetting outflow from operating activities. As permitted, the Company elected to apply these provisions prospectively to its consolidated statement of cash flows, and accordingly, periods prior to fiscal 2017 have not been adjusted. Additionally, ASU 2016-09 clarifies that all cash payments made to taxing authorities on the employees' behalf for withheld shares at settlement are presented as financing activities on the statement of cash flows. This change must be applied retrospectively. The presentation requirements did not result in reclassification for any prior periods since such cash flows have historically been presented as a financing activity by the Company on its consolidated statement of cash flows. The Company elected to continue to estimate forfeitures expected to occur to determine the amount of share-based compensation cost to recognize in each period, as permitted by ASU 2016-09. Accordingly, no cumulative effect was recorded in retained earnings on the Company’s consolidated statement of stockholders’ equity at the beginning of fiscal 2017 upon the adoption of ASU 2016-09. Simplified Subsequent Measurement of Inventory (ASU 2015-11) At the beginning of its first quarter of fiscal 2017, the Company adopted the provisions of ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 simplifies subsequent measurements of inventory by replacing the lower of cost or market test, required under prior guidance, with a lower of cost and net realizable value test. ASU 2015-11 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 are required to compare the cost of inventory to only one measure, its net realizable value, and not the three measures required by prior 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 recognize the difference as a loss in earnings in the period in which it occurs. The adoption of ASU 2015-11 was not material to the Company's consolidated financial condition, results of operations, or cash flows. Balance Sheet Classification of Deferred Taxes (ASU 2015-17) The Company prospectively adopted the provisions of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), at the beginning of the first quarter of fiscal 2017. ASU 2015-17 simplifies the balance sheet presentation of deferred income taxes by reporting the net amount of deferred tax assets and liabilities for each tax-paying jurisdiction as non-current on the balance sheet. Prior guidance required the deferred taxes for each tax-paying jurisdiction to be presented as a net current asset or liability and net non-current asset or liability. The Company's prospective adoption of ASU 2015-17 impacts the classification of deferred tax assets and liabilities on any balance sheet that reports the Company's financial position for any date after December 31, 2016. Balance sheets for prior periods have not been adjusted. The adoption of ASU 2015-17 has no impact on the Company's results of operations or cash flows.

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE LOSS	3 Months Ended
	Apr. 01, 2017
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) April 1, 2017 December 31, 2016 April 2, 2016 Cumulative foreign currency translation adjustments $ (26,677 ) $ (27,624 ) $ (24,300 ) Pension and post-retirement liability adjustments (7,116 ) (7,116 ) (6,781 ) Total accumulated other comprehensive loss $ (33,793 ) $ (34,740 ) $ (31,081 ) Changes in accumulated other comprehensive loss for the first quarter of fiscal 2017 consisted of net gains of $0.9 million for foreign currency translation adjustments. Changes in accumulated other comprehensive loss for the first quarter of fiscal 2016 consisted of gains of $5.3 million for foreign currency translation adjustments. During the first quarters of both fiscal 2017 and fiscal 2016 , no amounts were reclassified from accumulated other comprehensive loss to the statement of operations.

GOODWILL AND TRADENAMES INTANGI

GOODWILL AND TRADENAMES INTANGIBLE ASSETS	3 Months Ended
	Apr. 01, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND TRADENAMES INTANGIBLE ASSETS	GOODWILL, TRADENAMES AND OTHER INTANGIBLE ASSETS The Company's goodwill and intangible assets were as follows: April 1, 2017 December 31, 2016 (dollars in thousands) Weighted-average useful life Gross fair value Accumulated amortization Net amount Gross fair value Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 $ 136,570 $ — $ 136,570 Canada acquisition Indefinite 39,800 — 39,800 39,439 — 39,439 Skip Hop acquisition (1) Indefinite 56,555 — 56,555 — — — Total goodwill $ 232,925 $ — $ 232,925 $ 176,009 $ — $ 176,009 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 85,500 — 85,500 Skip Hop tradename (1) Indefinite 56,800 — 56,800 — — — Finite-life tradenames (2) 2-20 years 42,009 38,858 3,151 42,005 38,810 3,195 Total tradenames $ 404,542 $ 38,858 $ 365,684 $ 347,738 $ 38,810 $ 308,928 Skip Hop customer relationships (1) 15 years 35,900 205 35,695 — — — Total tradenames and other intangibles, net $ 440,442 $ 39,063 $ 401,379 $ 347,738 $ 38,810 $ 308,928 (1) Subject to revision. The measurement period, as defined in ASC 805, Business Combinations, is open for certain assets and liabilities related to the Skip Hop business acquisition that closed on February 22, 2017. (2) Relates to the acquisition of rights to the Carter's brand in Chile in December 2014, the Carter's Watch to Wear and H.W. Carter & Sons brand worldwide in 2013, and the Bonnie Togs (Canada) acquisition in 2011. At April 1, 2017, the remaining unamortized balance relates only to the Carter's brand in Chile. April 2, 2016 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 Canadian acquisition Indefinite 40,668 — 40,668 Total goodwill $ 177,238 $ — $ 177,238 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Finite-life tradenames 2-20 years 42,019 37,899 4,120 Total tradenames $ 347,752 $ 37,899 $ 309,853 The substantial majority of Skip Hop wholesale operations became part of the Company's U.S. Wholesale reportable segment, with the remainder becoming part of the Company's International reportable segment. Skip Hop's eCommerce operations became part of the U.S. Retail reportable segment. The assignment of goodwill to reporting units has not been completed. Changes in the carrying values between comparative periods for goodwill related to the Company's 2011 acquisition of its Canadian business (Bonnie Togs) were 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. Included in finite-life tradenames is the Company's exclusive rights to the Carter's brands including trademark registrations in Chile. The Company acquired the Chile rights in 2014 for approximately $3.6 million in cash. This tradename is being amortized over 20 years using a straight-line method. The Company recorded approximately $0.1 million and $1.0 million in amortization expense for the fiscal quarters ended April 1, 2017 and April 2, 2016 , respectively. Future amortization expense is estimated to be approximately $0.2 million for each of the next five fiscal years. All other finite-life tradenames were fully amortized prior to fiscal 2017. For the Skip Hop customer relationships intangible asset acquired in February 2017, the Company recorded approximately $0.2 million of amortization expense for the first quarter of fiscal 2017. Future amortization expense is estimated to be approximately $2.4 million each year for the next 15 years.

COMMON STOCK

COMMON STOCK	3 Months Ended
	Apr. 01, 2017
Stockholders' Equity Note [Abstract]
COMMON STOCK	COMMON STOCK SHARE REPURCHASES The total aggregate remaining capacity under outstanding repurchase authorizations as of April 1, 2017 was approximately $227.8 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 April 1, 2017 April 2, 2016 Number of shares repurchased 543,944 722,364 Aggregate cost of shares repurchased (dollars in thousands) $ 46,627 $ 71,561 Average price per share $ 85.72 $ 99.07 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 first fiscal quarters ended April 1, 2017 and April 2, 2016 , the Company declared and paid cash dividends per share of $ 0.37 and $ 0.33 , 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 TWCC 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 2016 fiscal year ended December 31, 2016.

LONG-TERM DEBT

LONG-TERM DEBT	3 Months Ended
	Apr. 01, 2017
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consisted of the following: (dollars in thousands) April 1, 2017 December 31, 2016 April 2, 2016 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (4,379 ) (4,601 ) (5,250 ) Senior notes, net 395,621 395,399 394,750 Secured revolving credit facility 186,000 184,977 185,569 Total long-term debt, net $ 581,621 $ 580,376 $ 580,319 During the first quarter of fiscal 2017, the Company repaid CAD $25.5 million , which approximated $19.0 million , of outstanding borrowings under the multicurrency credit facility and simultaneously borrowed $20.0 million under the U.S. dollar credit facility. These transactions are reflected on the Company's consolidated statement of cash flows. Secured Revolving Credit Facility The aggregate principal amount of the Company's amended and restated 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 on September 16, 2020 . As of April 1, 2017 , the Company had $186.0 million in outstanding borrowings under its secured revolving credit facility, exclusive of $4.8 million of outstanding letters of credit. As of April 1, 2017 , approximately $309.2 million remained available for future borrowing. As of April 1, 2017 , 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 April 1, 2017 , U.S. dollar borrowings outstanding under the secured revolving credit facility accrued interest at a LIBOR rate plus the applicable base rate , which was 2.29% on that date. All outstanding Canadian dollar borrowings were repaid during the first quarter of fiscal 2017. As disclosed in the Company's most recent Annual Report on Form 10-K for the 2016 fiscal year ended December 31, 2016, the Company's secured revolving credit facility contains covenants, including affirmative and financial covenants. As of April 1, 2017 , the Company was in compliance with the financial and other covenants under the secured revolving credit facility. Senior Notes As of April 1, 2017 , 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 table above.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Apr. 01, 2017
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 (dollars in thousands) April 1, 2017 April 2, 2016 Stock options $ 1,244 $ 1,296 Restricted stock: Time-based awards 2,312 2,145 Performance-based awards 1,223 1,115 Total $ 4,779 $ 4,556 On February 14, 2017, the Company's Board of Directors approved the issuance of the following new awards to certain key employees under the Company's existing stock-based compensation plan, subject to vesting: 295,964 stock options with an exercise price of $83.84 and grant-date fair value of $19.50 each; 91,592 shares of time-based restricted stock awards with a grant-date fair value of $83.84 each; and 58,784 shares of performance-based restricted stock awards with a grant-date fair value of $83.84 each. During the first quarter of fiscal 2017, a total of 148,171 restricted stock awards (time- and performance-based) vested with a weighted-average grant-date fair value of $ 72.47 each. During the first quarter of fiscal 2016, a total of 199,937 restricted stock awards (time- and performance-based) vested with a weighted average grant-date fair value of $60.23 each.

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	3 Months Ended
	Apr. 01, 2017
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 components of net periodic pension cost included in the statement of operations were comprised of: Fiscal quarter ended (dollars in thousands) April 1, 2017 April 2, 2016 Interest cost $ 611 $ 629 Expected return on plan assets (650 ) (676 ) Recognized actuarial loss 170 145 Net periodic pension cost $ 131 $ 98 POST-RETIREMENT LIFE AND MEDICAL PLAN The components of post-retirement (benefit) cost included in the statement of operations were comprised of: Fiscal quarter ended (dollars in thousands) April 1, 2017 April 2, 2016 Service cost – benefits attributed to service during the period $ 7 $ 31 Interest cost on accumulated post-retirement benefit obligation 34 44 Amortization net actuarial gain (76 ) (49 ) Total net periodic post-retirement (benefit) cost $ (35 ) $ 26

INCOME TAXES

INCOME TAXES	3 Months Ended
	Apr. 01, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As of April 1, 2017 , the Company had gross unrecognized income tax benefits of approximately $11.9 million , of which $7.8 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 April 1, 2017 were approximately $1.5 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 2017 or fiscal 2018 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 first quarters of 2017 and 2016, interest expense recorded on uncertain tax positions was not significant. The Company had approximately $1.0 million , $0.8 million , and $0.7 million of interest accrued on uncertain tax positions as of April 1, 2017 , December 31, 2016 , and April 2, 2016 , respectively. As disclosed in note 2, the Company's adoption of ASU 2016-09 benefited consolidated income tax expense by approximately $1.0 million for the first quarter of fiscal 2017. The adoption of ASU 2016-09 had no impact on income tax expense for prior periods. As disclosed in note 2, the Company prospectively adopted the provisions for classification of deferred income tax assets and liabilities on the Company's consolidated balance sheet at the beginning of fiscal 2017. Classifications for deferred income tax assets and liabilities for prior periods have not been adjusted on the Company's consolidated balance sheets. Deferred income tax liabilities on the Company's consolidated balance sheet at April 1, 2017 increased by $33.5 million due to the acquisition of Skip Hop during the first quarter of fiscal 2017.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Apr. 01, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The following table summarizes assets and liabilities that are remeasured at fair value each reporting period: April 1, 2017 December 31, 2016 April 2, 2016 (dollars in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Investments (1) $ 14.8 — — $ 12.3 — — $ 8.2 — — Foreign exchange forward contracts (3) — — — — — — — $ 0.1 — Liabilities Contingent consideration (2) — — $ 3.6 — — — — — — Foreign exchange forward contracts (4) — — — — — — — $ 2.1 — (1) Included in Other Assets on the Company's consolidated balance sheet. (2) Included in Other Current Liabilities on the Company's consolidated balance sheet. (3) Included in Prepaid Expenses and Other Current Assets on the Company's consolidated balance sheet. (4) Included in Other Current Liabilities on the Company's 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 for the fiscal quarter ended April 1, 2017 . Losses on the investments in marketable securities were $0.4 million for the fiscal quarter ended April 2, 2016 . These amounts are included in Other (income) expense, net. CONTINGENT CONSIDERATION In connection with the Company's acquisition of Skip Hop on February 22, 2017, the Company may be obligated to pay up to $10 million of additional cash consideration to the sellers of Skip Hop if the acquired business achieves certain financial targets in fiscal 2017. The Company has preliminarily estimated the discounted fair value of this contingency to be approximately $3.6 million (undiscounted approximately $3.8 million ) on the date of acquisition based on a weighted payout probability of 50% . Subsequent changes in the fair value of this contingency were not material through the end of the fiscal quarter ended April 1, 2017. The Company will remeasure the fair value of this contingency at the end of each reporting period in fiscal 2017. 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) and are classified as Level 2 within the fair value hierarchy. At April 1, 2017 and December 31, 2016, there were no open foreign currency contracts. At April 2, 2016, the notional value of the open foreign currency forward contracts was $44.0 million . DEBT OBLIGATIONS The Company's outstanding debt obligations are reflected in the consolidated balance sheet at carrying value. These debt obligations are not remeasured at fair value each reporting period, however the following fair value disclosures are provided: • As of April 1, 2017 , the fair value of the Company's $186.0 million in outstanding borrowings under its secured revolving credit facility approximated carrying value. • The fair value of the Company's senior notes at April 1, 2017 was approximately $412 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	3 Months Ended
	Apr. 01, 2017
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 April 1, 2017 April 2, 2016 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 48,322,692 51,176,987 Dilutive effect of equity awards 554,994 467,103 Diluted number of common and common equivalent shares outstanding 48,877,686 51,644,090 Basic net income per common share (in thousands, except per share data): Net income $ 46,664 $ 53,980 Income allocated to participating securities (370 ) (444 ) Net income available to common shareholders $ 46,294 $ 53,536 Basic net income per common share $ 0.96 $ 1.05 Diluted net income per common share (in thousands, except per share data): Net income $ 46,664 $ 53,980 Income allocated to participating securities (367 ) (441 ) Net income available to common shareholders $ 46,297 $ 53,539 Diluted net income per common share $ 0.95 $ 1.04 Anti-dilutive shares excluded from dilutive earnings per share computation 530,697 386,030

OTHER CURRENT AND LONG-TERM LIA

OTHER CURRENT AND LONG-TERM LIABILITIES	3 Months Ended
	Apr. 01, 2017
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) April 1, 2017 December 31, 2016 April 2, 2016 Accrued bonuses and incentive compensation $ 2,924 $ 16,834 $ 4,148 Income taxes payable 25,960 8,458 19,195 Accrued customer loyalty program reserve 11,120 10,510 10,276 Accrued salaries and wages 11,616 4,312 10,284 Unredeemed gift cards 10,839 11,441 9,996 Accrued employee benefits 8,453 17,165 8,157 Accrued and deferred rent 17,022 15,632 13,409 Other long-term liabilities that exceeded five percent of total liabilities, at the end of any comparable period, were as follows: (dollars in thousands) April 1, 2017 December 31, 2016 April 2, 2016 Deferred lease incentives $ 74,447 $ 74,015 $ 72,086

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Apr. 01, 2017
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	3 Months Ended
	Apr. 01, 2017
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION At the beginning of fiscal 2017, the Company combined its Carter's Retail and OshKosh Retail into a single U.S. Retail operating segment, and its Carter's Wholesale and OshKosh Wholesale into a single U.S. Wholesale operating segment, in order to reflect the sales-channel approach the Company's executive management now uses to evaluate its business performance and manage operations in the U.S. The Company's International segment was not affected by these changes. The Company's reportable segments are now U.S. Retail, U.S. Wholesale, and International. Prior periods have been conformed to reflect the Company's current segment structure by adding together Carter's Retail and OshKosh Retail as U.S. Retail and Carter's Wholesale and OshKosh Wholesale as U.S. Wholesale. Prior results for the International segment and Corporate were not impacted. The table below presents certain information for our reportable segments and unallocated corporate expenses for the periods indicated: Fiscal quarter ended (dollars in thousands) April 1, % of April 2, % of Net sales : U.S. Wholesale $ 292,555 39.9 % $ 292,054 40.3 % U.S. Retail (a) 363,771 49.6 % 354,089 48.9 % International (b) 76,429 10.5 % 77,942 10.8 % Total net sales $ 732,755 100.0 % $ 724,085 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales U.S. Wholesale $ 69,695 23.8 % $ 68,411 23.4 % U.S. Retail (a) 29,900 8.2 % 39,469 11.1 % International (b) 3,685 4.8 % 8,441 10.8 % Corporate expenses (c) (d) (e) (f) (24,714 ) (23,313 ) Total operating income $ 78,566 10.7 % $ 93,008 12.8 % (a) Includes retail store and eCommerce results. (b) Net sales include international retail, eCommerce, and wholesale sales. (c) 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. (d) Includes charges related to the amortization of the H.W. Carter and Sons tradenames of approximately $1.0 million for the fiscal quarter ended April 2, 2016 . (e) Includes expenses related to the acquisition of Skip Hop of approximately $1.3 million for the fiscal quarter ended April 1, 2017. (f) Includes charges related to the Company's direct sourcing initiative of approximately $0.2 million for the fiscal quarter ended April 1, 2017.

PENDING ADOPTION OF RECENT ACCO

PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Apr. 01, 2017
Accounting Policies [Abstract]
PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS	PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS Revenue Recognition (ASC 606) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which since has been codified in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). 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. Since its original issuance, the FASB has issued several updates to this guidance, and additional updates are possible. The standard will be effective for the Company at the beginning of fiscal 2018, including interim periods within that fiscal year. Upon adoption, the Company will apply the provisions of ASC 606 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. Based on an assessment of the Company's significant sources of revenue, at this time the Company does not believe that the adoption of ASC 606, including any of the policy elections required or permitted by ASC 606, will have a material impact on its consolidated financial position, results of operations and cash flows. Based on this assessment, at this time the Company does not believe the adoption of ASC 606 will have a significant impact on processes, systems, or controls. Leases (ASU 2016-02) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases ("ASU 2016-02"). 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. ASU 2016-02 will have little or no impact on an entity's results of operations or cash flows. 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 balance sheet. 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. Credit Losses (ASU 2016-13) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") . This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 will replace the current "incurred loss" model with an "expected loss" model. Under the "incurred loss" model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been "incurred"). Under the "expected loss" model, an entity will recognize a loss (or allowance) upon initial recognition of the asset that reflects all future events that will lead to a loss being realized, regardless of whether it is probable that the future event will occur. The "incurred loss" model considers past events and current conditions, while the "expected loss" model includes expectations for the future which have yet to occur. ASU 2016-13 is effective for public companies for fiscal years beginning after December 15, 2019 with early adoption permitted for fiscal years beginning after December 15, 2018, including interim periods therein. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that ASU 2016-13 may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable. Classification of Costs Related to Defined Benefit Pension and Other Post-retirement Benefit Plans (ASU 2017-07) In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost ("ASU 2017-07") . ASU 2017-07 will change how employers that sponsor defined benefit pension and/or other post-retirement benefit plans present the net periodic benefit costs in the statement of operations. Under this new guidance, an employer's statement of operations will present service cost arising in the current period in the same income statement line item as other employee compensation. However, all other components of current period costs related to defined benefit plans, such as prior service costs and actuarial gains and losses, will be presented on the income statement on a line item outside (or below) operating income. For public companies, the guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. Presentation of the components of net periodic benefit cost on the income statement will be applied retrospectively. The impact that ASU 2017-07 will have on the Company's operating income will depend on future periodic pension costs related to the Company's current frozen defined benefit pension plan and post-retirement medical benefit plan. However, based on these costs in recent annual and interim reporting periods, the adoption of ASU 2017-07 is not expected to be material to the Company's operating income. Goodwill Impairment Testing (ASU 2017-04) In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04") . ASU 2017-04 will eliminate the requirement to calculate the implied fair value of goodwill (step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (i.e., measure the charge based on the current step 1). Any impairment charge will be limited to the amount of goodwill allocated to an impacted reporting unit. ASU 2017-04 will not change the current guidance for completing Step 1 of the goodwill impairment test, and an entity will still be able to perform the current optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. Upon adoption, ASU 2017-04 will be applied prospectively. Adoption for public companies is effective for annual and interim impairment test performed in periods after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The impact that ASU 2017-04 may have on the Company's financial condition or results of operations will depend on the circumstances of any goodwill impairment event that may occur after adoption. Statement of Cash Flows (ASU 2016-15) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) ("ASU 2016-15"). This ASU represents a consensus of the FASB’s Emerging Issues Task Force on eight separate issues that each impact classifications on the statement of cash flows. In particular, issue number three addresses the classification of contingent consideration payments made after a business combination. Under ASU 2016-15, cash payments made soon after an acquisition’s consummation date (i.e., approximately three months or less) will be classified as cash outflows for investing activities. Payments made thereafter will be classified as cash outflows for financing activities up to the amount of the original contingent consideration liability. Payments made in excess of the amount of the original contingent consideration liability will be classified as cash outflows for operating activities. For public business entities, ASU 2016-15 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The guidance requires application using a retrospective transition method. Early adoption is permitted, provided that all of the amendments are adopted in the same period. At the current time, none of the other items contained in ASU 2016-15 are expected to impact the Company's classifications on its consolidated statement of cash flows.

GUARANTOR UNAUDITED CONDENSED C

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS	3 Months Ended
	Apr. 01, 2017
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 2016 fiscal year ended December 31, 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. Condensed Consolidating Balance Sheets (unaudited) As of April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 108,944 $ 12,992 $ 32,342 $ — $ 154,278 Accounts receivable, net — 168,560 32,642 5,505 — 206,707 Intercompany receivable — 87,901 60,971 14,810 (163,682 ) — Finished goods inventories — 197,022 205,335 48,934 (16,579 ) 434,712 Prepaid expenses and other current assets — 16,386 18,288 11,479 — 46,153 Total current assets — 578,813 330,228 113,070 (180,261 ) 841,850 Property, plant, and equipment, net — 154,119 196,876 35,280 — 386,275 Goodwill — 136,570 56,072 40,283 — 232,925 Tradenames and other intangible assets, net — 223,384 177,995 — — 401,379 Other assets — 20,635 549 1,850 — 23,034 Intercompany long-term receivable — — 423,287 — (423,287 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 771,963 905,397 146,266 — (1,823,626 ) — Total assets $ 771,963 $ 2,118,918 $ 1,331,273 $ 190,483 $ (2,527,174 ) $ 1,885,463 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 56,871 $ 34,820 $ 9,695 $ — $ 101,386 Intercompany payables — 71,796 88,529 3,357 (163,682 ) — Other current liabilities — 57,324 58,278 8,059 — 123,661 Total current liabilities — 185,991 181,627 21,111 (163,682 ) 225,047 Long-term debt, net — 581,621 — — — 581,621 Deferred income taxes — 71,250 62,200 102 — 133,552 Intercompany long-term liability — 423,287 — — (423,287 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,227 91,385 13,668 — 173,280 Stockholders' equity 771,963 788,542 896,061 155,602 (1,840,205 ) 771,963 Total liabilities and stockholders' equity $ 771,963 $ 2,118,918 $ 1,331,273 $ 190,483 $ (2,527,174 ) $ 1,885,463 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, 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, net — 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 As of April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 331,672 $ 19,802 $ 43,667 $ — $ 395,141 Accounts receivable, net — 166,843 20,212 5,514 — 192,569 Intercompany receivable — 67,203 120,901 5,157 (193,261 ) — Intercompany loan receivable — — — — — — Finished goods inventories — 189,225 186,901 40,421 (40,048 ) 376,499 Prepaid expenses and other current assets — 17,879 14,273 4,639 — 36,791 Deferred income taxes — 14,766 14,696 2,379 — 31,841 Total current assets — 787,588 376,785 101,777 (233,309 ) 1,032,841 Property, plant, and equipment, net — 162,110 184,548 30,615 — 377,273 Goodwill — 136,570 — 40,668 — 177,238 Tradenames and other intangibles, net — 224,353 85,500 — — 309,853 Other assets — 14,164 795 299 — 15,258 Intercompany long-term receivable — — 294,017 — (294,017 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 848,717 676,350 106,542 — (1,631,609 ) — Total assets $ 848,717 $ 2,101,135 $ 1,048,187 $ 173,359 $ (2,258,935 ) $ 1,912,463 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 58,626 $ 19,554 $ 12,207 $ — $ 90,387 Intercompany payables — 124,763 65,188 3,310 (193,261 ) — Intercompany loan payables — — — — — — Other current liabilities — 23,801 68,514 10,179 — 102,494 Total current liabilities — 207,190 153,256 25,696 (193,261 ) 192,881 Long-term debt, net — 560,751 — 19,568 — 580,319 Deferred income taxes — 83,925 44,890 — — 128,815 Intercompany long-term liability — 294,017 — — (294,017 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 66,487 83,027 12,217 — 161,731 Stockholders' equity 848,717 888,765 667,014 115,878 (1,671,657 ) 848,717 Total liabilities and stockholders' equity $ 848,717 $ 2,101,135 $ 1,048,187 $ 173,359 $ (2,258,935 ) $ 1,912,463 Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 453,515 $ 395,779 $ 61,031 $ (177,570 ) $ 732,755 Cost of goods sold — 330,633 228,766 37,429 (179,875 ) 416,953 Gross profit — 122,882 167,013 23,602 2,305 315,802 Selling, general, and administrative expenses — 40,932 189,504 26,271 (8,913 ) 247,794 Royalty income — (8,430 ) (4,125 ) — 1,997 (10,558 ) Operating income (loss) — 90,380 (18,366 ) (2,669 ) 9,221 78,566 Interest expense — 6,973 1,369 89 (1,327 ) 7,104 Interest income — (1,439 ) — (27 ) 1,327 (139 ) (Income) loss in subsidiaries (46,664 ) 21,031 2,449 — 23,184 — Other (income) expense, net — (368 ) 368 (221 ) — (221 ) Income (loss) before income taxes 46,664 64,183 (22,552 ) (2,510 ) (13,963 ) 71,822 Provision (benefit) for income taxes — 26,740 (1,520 ) (62 ) — 25,158 Net income (loss) $ 46,664 $ 37,443 $ (21,032 ) $ (2,448 ) $ (13,963 ) $ 46,664 For the fiscal quarter ended April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 451,196 $ 381,280 $ 55,830 $ (164,221 ) $ 724,085 Cost of goods sold — 321,100 211,028 33,091 (152,063 ) 413,156 Gross profit — 130,096 170,252 22,739 (12,158 ) 310,929 Selling, general, and administrative expenses — 42,587 172,142 23,377 (9,110 ) 228,996 Royalty income — (9,072 ) (4,211 ) — 2,208 (11,075 ) Operating income (loss) — 96,581 2,321 (638 ) (5,256 ) 93,008 Interest expense — 6,608 845 103 (817 ) 6,739 Interest income — (985 ) — (39 ) 817 (207 ) (Income) loss in subsidiaries (53,980 ) 6,496 3,340 — 44,144 — Other expense (income), net — 200 (214 ) 3,207 — 3,193 Income (loss) before income taxes 53,980 84,262 (1,650 ) (3,909 ) (49,400 ) 83,283 Provision for income taxes — 25,026 4,846 (569 ) — 29,303 Net income (loss) $ 53,980 $ 59,236 $ (6,496 ) $ (3,340 ) $ (49,400 ) $ 53,980 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 46,664 $ 37,443 $ (21,032 ) $ (2,448 ) $ (13,963 ) $ 46,664 Foreign currency translation adjustments 947 947 947 947 (2,841 ) 947 Comprehensive income (loss) $ 47,611 $ 38,390 $ (20,085 ) $ (1,501 ) $ (16,804 ) $ 47,611 For the fiscal quarter ended April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 53,980 $ 59,236 $ (6,496 ) $ (3,340 ) $ (49,400 ) $ 53,980 Foreign currency translation adjustments 5,286 5,286 5,286 5,286 (15,858 ) 5,286 Comprehensive income (loss) $ 59,266 $ 64,522 $ (1,210 ) $ 1,946 $ (65,258 ) $ 59,266 Condensed Consolidating Statements of Cash Flows (unaudited) For the fiscal quarter ended April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 101,914 $ (13,678 ) $ (4,056 ) $ — $ 84,180 Cash flows from investing activities: Capital expenditures — (6,503 ) (9,548 ) (1,940 ) — (17,991 ) Intercompany investing activity 68,551 (3,926 ) — — (64,625 ) — Acquisition of business, net of cash acquired — (144,520 ) 746 70 — (143,704 ) Net cash provided by (used in) investing activities 68,551 (154,949 ) (8,802 ) (1,870 ) (64,625 ) (161,695 ) Cash flows from financing activities: Intercompany financing activity — (87,077 ) 23,655 (1,203 ) 64,625 — Borrowings under secured revolving credit facility — 20,000 — — — 20,000 Payments on secured revolving credit facility — — — (18,965 ) — (18,965 ) Dividends paid (17,998 ) — — — — (17,998 ) Repurchases of common stock (46,627 ) — — — — (46,627 ) Withholdings from vestings of restricted stock (5,552 ) — — — — (5,552 ) Proceeds from exercises of stock options 1,626 — — — — 1,626 Net cash (used in) provided by financing activities (68,551 ) (67,077 ) 23,655 (20,168 ) 64,625 (67,516 ) Effect of exchange rate changes on cash — — — (49 ) — (49 ) Net (decrease) increase in cash and cash equivalents — (120,112 ) 1,175 (26,143 ) — (145,080 ) Cash and cash equivalents, beginning of period — 229,056 11,817 58,485 — 299,358 Cash and cash equivalents, end of period $ — $ 108,944 $ 12,992 $ 32,342 $ — $ 154,278 For the fiscal quarter ended April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 117,433 $ 8,504 $ 2,345 $ — $ 128,282 Cash flows from investing activities: Capital expenditures — (8,825 ) (15,433 ) (1,294 ) — (25,552 ) Intercompany investing activity 93,300 (3,250 ) (1,457 ) — (88,593 ) — Net cash provided by (used in) investing activities 93,300 (12,075 ) (16,890 ) (1,294 ) (88,593 ) (25,552 ) Cash flows from financing activities: Intercompany financing activity — (101,144 ) 12,079 472 88,593 — Dividends Paid (17,032 ) — — — — (17,032 ) Income tax benefit from stock-based compensation — 1,687 1,457 — — 3,144 Repurchases of common stock (71,561 ) — — — — (71,561 ) Withholdings from vestings of restricted stock (8,454 ) — — — — (8,454 ) Proceeds from exercises of stock options 3,747 — — — — 3,747 Net cash (used in) provided by financing activities (93,300 ) (99,457 ) 13,536 472 88,593 (90,156 ) Effect of exchange rate changes on cash — — — 1,358 — 1,358 Net increase in cash and cash equivalents — 5,901 5,150 2,881 — 13,932 Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 331,672 $ 19,802 $ 43,667 $ — $ 395,141

BASIS OF PREPARATION AND ADOP24

BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS (Policies)	3 Months Ended
	Apr. 01, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Adoption of New Accounting Pronouncements	Adoption of New Accounting Pronouncements At the Beginning of Fiscal 2017 Accounting for Share-Based Payments to Employees (ASU 2016-09) At the beginning of its first quarter of fiscal 2017, the Company adopted the provisions of Financial Accounting Standards Board ("FASB") ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which amended ASC Topic 718, Stock Compensation . The adoption of this ASU affected the Company consolidated financial statements as follows. Consolidated Statement of Operations - ASU 2016-09 imposes a new requirement to record all of the excess income tax benefits and deficiencies (that result from an increase or decrease in the value of an award from grant date to settlement date) related to share-based payments at settlement through the statement of operations instead of the former requirement to record income tax benefits in excess of compensation cost ("windfalls") in equity, and income tax deficiencies ("shortfalls") in equity to the extent of previous windfalls, and then to operations. This change is required to be applied prospectively upon adoption of ASU 2016-09 to all excess income tax benefits and deficiencies resulting from settlements of share-based payments after the date of adoption. For the first quarter of fiscal 2017, the Company’s provision for income taxes on its consolidated statement of operations includes a benefit of approximately $1.0 million related to net excess income tax benefits for settlements of share-based payments during the current quarter. For the first quarter of fiscal 2016, the Company recognized net excess income tax benefits of approximately $3.1 million for share-based payments settled during that quarter, and this net tax benefit was recorded directly to the Company’s consolidated statement of stockholders’ equity and has not been reclassified to the Company’s consolidated statement of operations, in accordance with adoption and transition provisions of ASU 2016-09. Consolidated Statement of Cash Flows - ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments, such as excess income tax benefits, are to be reported as operating activities on the statement of cash flows, a change from the prior requirement to present windfall income tax benefits as an inflow from financing activities and an offsetting outflow from operating activities. As permitted, the Company elected to apply these provisions prospectively to its consolidated statement of cash flows, and accordingly, periods prior to fiscal 2017 have not been adjusted. Additionally, ASU 2016-09 clarifies that all cash payments made to taxing authorities on the employees' behalf for withheld shares at settlement are presented as financing activities on the statement of cash flows. This change must be applied retrospectively. The presentation requirements did not result in reclassification for any prior periods since such cash flows have historically been presented as a financing activity by the Company on its consolidated statement of cash flows. The Company elected to continue to estimate forfeitures expected to occur to determine the amount of share-based compensation cost to recognize in each period, as permitted by ASU 2016-09. Accordingly, no cumulative effect was recorded in retained earnings on the Company’s consolidated statement of stockholders’ equity at the beginning of fiscal 2017 upon the adoption of ASU 2016-09. Simplified Subsequent Measurement of Inventory (ASU 2015-11) At the beginning of its first quarter of fiscal 2017, the Company adopted the provisions of ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 simplifies subsequent measurements of inventory by replacing the lower of cost or market test, required under prior guidance, with a lower of cost and net realizable value test. ASU 2015-11 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 are required to compare the cost of inventory to only one measure, its net realizable value, and not the three measures required by prior 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 recognize the difference as a loss in earnings in the period in which it occurs. The adoption of ASU 2015-11 was not material to the Company's consolidated financial condition, results of operations, or cash flows. Balance Sheet Classification of Deferred Taxes (ASU 2015-17) The Company prospectively adopted the provisions of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), at the beginning of the first quarter of fiscal 2017. ASU 2015-17 simplifies the balance sheet presentation of deferred income taxes by reporting the net amount of deferred tax assets and liabilities for each tax-paying jurisdiction as non-current on the balance sheet. Prior guidance required the deferred taxes for each tax-paying jurisdiction to be presented as a net current asset or liability and net non-current asset or liability. The Company's prospective adoption of ASU 2015-17 impacts the classification of deferred tax assets and liabilities on any balance sheet that reports the Company's financial position for any date after December 31, 2016. Balance sheets for prior periods have not been adjusted. The adoption of ASU 2015-17 has no impact on the Company's results of operations or cash flows.

ACCUMULATED OTHER COMPREHENSI25

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	3 Months Ended
	Apr. 01, 2017
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) April 1, 2017 December 31, 2016 April 2, 2016 Cumulative foreign currency translation adjustments $ (26,677 ) $ (27,624 ) $ (24,300 ) Pension and post-retirement liability adjustments (7,116 ) (7,116 ) (6,781 ) Total accumulated other comprehensive loss $ (33,793 ) $ (34,740 ) $ (31,081 )

GOODWILL AND TRADENAMES INTAN26

GOODWILL AND TRADENAMES INTANGIBLE ASSETS (Tables)	3 Months Ended
	Apr. 01, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets table	The Company's goodwill and intangible assets were as follows: April 1, 2017 December 31, 2016 (dollars in thousands) Weighted-average useful life Gross fair value Accumulated amortization Net amount Gross fair value Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 $ 136,570 $ — $ 136,570 Canada acquisition Indefinite 39,800 — 39,800 39,439 — 39,439 Skip Hop acquisition (1) Indefinite 56,555 — 56,555 — — — Total goodwill $ 232,925 $ — $ 232,925 $ 176,009 $ — $ 176,009 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 85,500 — 85,500 Skip Hop tradename (1) Indefinite 56,800 — 56,800 — — — Finite-life tradenames (2) 2-20 years 42,009 38,858 3,151 42,005 38,810 3,195 Total tradenames $ 404,542 $ 38,858 $ 365,684 $ 347,738 $ 38,810 $ 308,928 Skip Hop customer relationships (1) 15 years 35,900 205 35,695 — — — Total tradenames and other intangibles, net $ 440,442 $ 39,063 $ 401,379 $ 347,738 $ 38,810 $ 308,928 (1) Subject to revision. The measurement period, as defined in ASC 805, Business Combinations, is open for certain assets and liabilities related to the Skip Hop business acquisition that closed on February 22, 2017. (2) Relates to the acquisition of rights to the Carter's brand in Chile in December 2014, the Carter's Watch to Wear and H.W. Carter & Sons brand worldwide in 2013, and the Bonnie Togs (Canada) acquisition in 2011. At April 1, 2017, the remaining unamortized balance relates only to the Carter's brand in Chile. April 2, 2016 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Carter's goodwill Indefinite $ 136,570 $ — $ 136,570 Canadian acquisition Indefinite 40,668 — 40,668 Total goodwill $ 177,238 $ — $ 177,238 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Finite-life tradenames 2-20 years 42,019 37,899 4,120 Total tradenames $ 347,752 $ 37,899 $ 309,853

COMMON STOCK (Tables)

COMMON STOCK (Tables)	3 Months Ended
	Apr. 01, 2017
Stockholders' Equity Note [Abstract]
Schedule of Shares Repurchased and Retired	The Company repurchased and retired shares in open market transactions in the following amounts for the fiscal periods indicated: Fiscal quarter ended April 1, 2017 April 2, 2016 Number of shares repurchased 543,944 722,364 Aggregate cost of shares repurchased (dollars in thousands) $ 46,627 $ 71,561 Average price per share $ 85.72 $ 99.07

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	3 Months Ended
	Apr. 01, 2017
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consisted of the following: (dollars in thousands) April 1, 2017 December 31, 2016 April 2, 2016 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (4,379 ) (4,601 ) (5,250 ) Senior notes, net 395,621 395,399 394,750 Secured revolving credit facility 186,000 184,977 185,569 Total long-term debt, net $ 581,621 $ 580,376 $ 580,319

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Apr. 01, 2017
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 (dollars in thousands) April 1, 2017 April 2, 2016 Stock options $ 1,244 $ 1,296 Restricted stock: Time-based awards 2,312 2,145 Performance-based awards 1,223 1,115 Total $ 4,779 $ 4,556

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	3 Months Ended
	Apr. 01, 2017
Compensation and Retirement Disclosure [Abstract]
Components of pension expense and post-retirement benefit expense	The components of net periodic pension cost included in the statement of operations were comprised of: Fiscal quarter ended (dollars in thousands) April 1, 2017 April 2, 2016 Interest cost $ 611 $ 629 Expected return on plan assets (650 ) (676 ) Recognized actuarial loss 170 145 Net periodic pension cost $ 131 $ 98
Schedule of costs and retirement plans	The components of post-retirement (benefit) cost included in the statement of operations were comprised of: Fiscal quarter ended (dollars in thousands) April 1, 2017 April 2, 2016 Service cost – benefits attributed to service during the period $ 7 $ 31 Interest cost on accumulated post-retirement benefit obligation 34 44 Amortization net actuarial gain (76 ) (49 ) Total net periodic post-retirement (benefit) cost $ (35 ) $ 26

FAIR VALUE MEASUREMENTS FAIR VA

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Apr. 01, 2017
Fair Value Disclosures [Abstract]
Assets and liabilities that are remeasured at fair value	The following table summarizes assets and liabilities that are remeasured at fair value each reporting period: April 1, 2017 December 31, 2016 April 2, 2016 (dollars in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Investments (1) $ 14.8 — — $ 12.3 — — $ 8.2 — — Foreign exchange forward contracts (3) — — — — — — — $ 0.1 — Liabilities Contingent consideration (2) — — $ 3.6 — — — — — — Foreign exchange forward contracts (4) — — — — — — — $ 2.1 — (1) Included in Other Assets on the Company's consolidated balance sheet. (2) Included in Other Current Liabilities on the Company's consolidated balance sheet. (3) Included in Prepaid Expenses and Other Current Assets on the Company's consolidated balance sheet. (4) Included in Other Current Liabilities on the Company's consolidated balance sheet.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Apr. 01, 2017
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 April 1, 2017 April 2, 2016 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 48,322,692 51,176,987 Dilutive effect of equity awards 554,994 467,103 Diluted number of common and common equivalent shares outstanding 48,877,686 51,644,090 Basic net income per common share (in thousands, except per share data): Net income $ 46,664 $ 53,980 Income allocated to participating securities (370 ) (444 ) Net income available to common shareholders $ 46,294 $ 53,536 Basic net income per common share $ 0.96 $ 1.05 Diluted net income per common share (in thousands, except per share data): Net income $ 46,664 $ 53,980 Income allocated to participating securities (367 ) (441 ) Net income available to common shareholders $ 46,297 $ 53,539 Diluted net income per common share $ 0.95 $ 1.04 Anti-dilutive shares excluded from dilutive earnings per share computation 530,697 386,030

OTHER CURRENT AND LONG-TERM L33

OTHER CURRENT AND LONG-TERM LIABILITIES (Tables)	3 Months Ended
	Apr. 01, 2017
Other Liabilities Disclosure [Abstract]
Schedule of other current 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) April 1, 2017 December 31, 2016 April 2, 2016 Accrued bonuses and incentive compensation $ 2,924 $ 16,834 $ 4,148 Income taxes payable 25,960 8,458 19,195 Accrued customer loyalty program reserve 11,120 10,510 10,276 Accrued salaries and wages 11,616 4,312 10,284 Unredeemed gift cards 10,839 11,441 9,996 Accrued employee benefits 8,453 17,165 8,157 Accrued and deferred rent 17,022 15,632 13,409
Schedule of other long-term liabilities	Other long-term liabilities that exceeded five percent of total liabilities, at the end of any comparable period, were as follows: (dollars in thousands) April 1, 2017 December 31, 2016 April 2, 2016 Deferred lease incentives $ 74,447 $ 74,015 $ 72,086

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended
	Apr. 01, 2017
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 (dollars in thousands) April 1, % of April 2, % of Net sales : U.S. Wholesale $ 292,555 39.9 % $ 292,054 40.3 % U.S. Retail (a) 363,771 49.6 % 354,089 48.9 % International (b) 76,429 10.5 % 77,942 10.8 % Total net sales $ 732,755 100.0 % $ 724,085 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales U.S. Wholesale $ 69,695 23.8 % $ 68,411 23.4 % U.S. Retail (a) 29,900 8.2 % 39,469 11.1 % International (b) 3,685 4.8 % 8,441 10.8 % Corporate expenses (c) (d) (e) (f) (24,714 ) (23,313 ) Total operating income $ 78,566 10.7 % $ 93,008 12.8 % (a) Includes retail store and eCommerce results. (b) Net sales include international retail, eCommerce, and wholesale sales. (c) 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. (d) Includes charges related to the amortization of the H.W. Carter and Sons tradenames of approximately $1.0 million for the fiscal quarter ended April 2, 2016 . (e) Includes expenses related to the acquisition of Skip Hop of approximately $1.3 million for the fiscal quarter ended April 1, 2017. (f) Includes charges related to the Company's direct sourcing initiative of approximately $0.2 million for the fiscal quarter ended April 1, 2017.

GUARANTOR UNAUDITED CONDENSED35

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables)	3 Months Ended
	Apr. 01, 2017
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Condensed Consolidating Balance Sheets	Condensed Consolidating Balance Sheets (unaudited) As of April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 108,944 $ 12,992 $ 32,342 $ — $ 154,278 Accounts receivable, net — 168,560 32,642 5,505 — 206,707 Intercompany receivable — 87,901 60,971 14,810 (163,682 ) — Finished goods inventories — 197,022 205,335 48,934 (16,579 ) 434,712 Prepaid expenses and other current assets — 16,386 18,288 11,479 — 46,153 Total current assets — 578,813 330,228 113,070 (180,261 ) 841,850 Property, plant, and equipment, net — 154,119 196,876 35,280 — 386,275 Goodwill — 136,570 56,072 40,283 — 232,925 Tradenames and other intangible assets, net — 223,384 177,995 — — 401,379 Other assets — 20,635 549 1,850 — 23,034 Intercompany long-term receivable — — 423,287 — (423,287 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 771,963 905,397 146,266 — (1,823,626 ) — Total assets $ 771,963 $ 2,118,918 $ 1,331,273 $ 190,483 $ (2,527,174 ) $ 1,885,463 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 56,871 $ 34,820 $ 9,695 $ — $ 101,386 Intercompany payables — 71,796 88,529 3,357 (163,682 ) — Other current liabilities — 57,324 58,278 8,059 — 123,661 Total current liabilities — 185,991 181,627 21,111 (163,682 ) 225,047 Long-term debt, net — 581,621 — — — 581,621 Deferred income taxes — 71,250 62,200 102 — 133,552 Intercompany long-term liability — 423,287 — — (423,287 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,227 91,385 13,668 — 173,280 Stockholders' equity 771,963 788,542 896,061 155,602 (1,840,205 ) 771,963 Total liabilities and stockholders' equity $ 771,963 $ 2,118,918 $ 1,331,273 $ 190,483 $ (2,527,174 ) $ 1,885,463 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, 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, net — 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 As of April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 331,672 $ 19,802 $ 43,667 $ — $ 395,141 Accounts receivable, net — 166,843 20,212 5,514 — 192,569 Intercompany receivable — 67,203 120,901 5,157 (193,261 ) — Intercompany loan receivable — — — — — — Finished goods inventories — 189,225 186,901 40,421 (40,048 ) 376,499 Prepaid expenses and other current assets — 17,879 14,273 4,639 — 36,791 Deferred income taxes — 14,766 14,696 2,379 — 31,841 Total current assets — 787,588 376,785 101,777 (233,309 ) 1,032,841 Property, plant, and equipment, net — 162,110 184,548 30,615 — 377,273 Goodwill — 136,570 — 40,668 — 177,238 Tradenames and other intangibles, net — 224,353 85,500 — — 309,853 Other assets — 14,164 795 299 — 15,258 Intercompany long-term receivable — — 294,017 — (294,017 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 848,717 676,350 106,542 — (1,631,609 ) — Total assets $ 848,717 $ 2,101,135 $ 1,048,187 $ 173,359 $ (2,258,935 ) $ 1,912,463 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 58,626 $ 19,554 $ 12,207 $ — $ 90,387 Intercompany payables — 124,763 65,188 3,310 (193,261 ) — Intercompany loan payables — — — — — — Other current liabilities — 23,801 68,514 10,179 — 102,494 Total current liabilities — 207,190 153,256 25,696 (193,261 ) 192,881 Long-term debt, net — 560,751 — 19,568 — 580,319 Deferred income taxes — 83,925 44,890 — — 128,815 Intercompany long-term liability — 294,017 — — (294,017 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 66,487 83,027 12,217 — 161,731 Stockholders' equity 848,717 888,765 667,014 115,878 (1,671,657 ) 848,717 Total liabilities and stockholders' equity $ 848,717 $ 2,101,135 $ 1,048,187 $ 173,359 $ (2,258,935 ) $ 1,912,463
Condensed Consolidating Statements of Operations	Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 453,515 $ 395,779 $ 61,031 $ (177,570 ) $ 732,755 Cost of goods sold — 330,633 228,766 37,429 (179,875 ) 416,953 Gross profit — 122,882 167,013 23,602 2,305 315,802 Selling, general, and administrative expenses — 40,932 189,504 26,271 (8,913 ) 247,794 Royalty income — (8,430 ) (4,125 ) — 1,997 (10,558 ) Operating income (loss) — 90,380 (18,366 ) (2,669 ) 9,221 78,566 Interest expense — 6,973 1,369 89 (1,327 ) 7,104 Interest income — (1,439 ) — (27 ) 1,327 (139 ) (Income) loss in subsidiaries (46,664 ) 21,031 2,449 — 23,184 — Other (income) expense, net — (368 ) 368 (221 ) — (221 ) Income (loss) before income taxes 46,664 64,183 (22,552 ) (2,510 ) (13,963 ) 71,822 Provision (benefit) for income taxes — 26,740 (1,520 ) (62 ) — 25,158 Net income (loss) $ 46,664 $ 37,443 $ (21,032 ) $ (2,448 ) $ (13,963 ) $ 46,664 For the fiscal quarter ended April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 451,196 $ 381,280 $ 55,830 $ (164,221 ) $ 724,085 Cost of goods sold — 321,100 211,028 33,091 (152,063 ) 413,156 Gross profit — 130,096 170,252 22,739 (12,158 ) 310,929 Selling, general, and administrative expenses — 42,587 172,142 23,377 (9,110 ) 228,996 Royalty income — (9,072 ) (4,211 ) — 2,208 (11,075 ) Operating income (loss) — 96,581 2,321 (638 ) (5,256 ) 93,008 Interest expense — 6,608 845 103 (817 ) 6,739 Interest income — (985 ) — (39 ) 817 (207 ) (Income) loss in subsidiaries (53,980 ) 6,496 3,340 — 44,144 — Other expense (income), net — 200 (214 ) 3,207 — 3,193 Income (loss) before income taxes 53,980 84,262 (1,650 ) (3,909 ) (49,400 ) 83,283 Provision for income taxes — 25,026 4,846 (569 ) — 29,303 Net income (loss) $ 53,980 $ 59,236 $ (6,496 ) $ (3,340 ) $ (49,400 ) $ 53,980
Condensed Consolidating Statements of Comprehensive Income	Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 46,664 $ 37,443 $ (21,032 ) $ (2,448 ) $ (13,963 ) $ 46,664 Foreign currency translation adjustments 947 947 947 947 (2,841 ) 947 Comprehensive income (loss) $ 47,611 $ 38,390 $ (20,085 ) $ (1,501 ) $ (16,804 ) $ 47,611 For the fiscal quarter ended April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 53,980 $ 59,236 $ (6,496 ) $ (3,340 ) $ (49,400 ) $ 53,980 Foreign currency translation adjustments 5,286 5,286 5,286 5,286 (15,858 ) 5,286 Comprehensive income (loss) $ 59,266 $ 64,522 $ (1,210 ) $ 1,946 $ (65,258 ) $ 59,266
Condensed Consolidating Statements of Cash Flows	Condensed Consolidating Statements of Cash Flows (unaudited) For the fiscal quarter ended April 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 101,914 $ (13,678 ) $ (4,056 ) $ — $ 84,180 Cash flows from investing activities: Capital expenditures — (6,503 ) (9,548 ) (1,940 ) — (17,991 ) Intercompany investing activity 68,551 (3,926 ) — — (64,625 ) — Acquisition of business, net of cash acquired — (144,520 ) 746 70 — (143,704 ) Net cash provided by (used in) investing activities 68,551 (154,949 ) (8,802 ) (1,870 ) (64,625 ) (161,695 ) Cash flows from financing activities: Intercompany financing activity — (87,077 ) 23,655 (1,203 ) 64,625 — Borrowings under secured revolving credit facility — 20,000 — — — 20,000 Payments on secured revolving credit facility — — — (18,965 ) — (18,965 ) Dividends paid (17,998 ) — — — — (17,998 ) Repurchases of common stock (46,627 ) — — — — (46,627 ) Withholdings from vestings of restricted stock (5,552 ) — — — — (5,552 ) Proceeds from exercises of stock options 1,626 — — — — 1,626 Net cash (used in) provided by financing activities (68,551 ) (67,077 ) 23,655 (20,168 ) 64,625 (67,516 ) Effect of exchange rate changes on cash — — — (49 ) — (49 ) Net (decrease) increase in cash and cash equivalents — (120,112 ) 1,175 (26,143 ) — (145,080 ) Cash and cash equivalents, beginning of period — 229,056 11,817 58,485 — 299,358 Cash and cash equivalents, end of period $ — $ 108,944 $ 12,992 $ 32,342 $ — $ 154,278 For the fiscal quarter ended April 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 117,433 $ 8,504 $ 2,345 $ — $ 128,282 Cash flows from investing activities: Capital expenditures — (8,825 ) (15,433 ) (1,294 ) — (25,552 ) Intercompany investing activity 93,300 (3,250 ) (1,457 ) — (88,593 ) — Net cash provided by (used in) investing activities 93,300 (12,075 ) (16,890 ) (1,294 ) (88,593 ) (25,552 ) Cash flows from financing activities: Intercompany financing activity — (101,144 ) 12,079 472 88,593 — Dividends Paid (17,032 ) — — — — (17,032 ) Income tax benefit from stock-based compensation — 1,687 1,457 — — 3,144 Repurchases of common stock (71,561 ) — — — — (71,561 ) Withholdings from vestings of restricted stock (8,454 ) — — — — (8,454 ) Proceeds from exercises of stock options 3,747 — — — — 3,747 Net cash (used in) provided by financing activities (93,300 ) (99,457 ) 13,536 472 88,593 (90,156 ) Effect of exchange rate changes on cash — — — 1,358 — 1,358 Net increase in cash and cash equivalents — 5,901 5,150 2,881 — 13,932 Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 331,672 $ 19,802 $ 43,667 $ — $ 395,141

THE COMPANY (Details)

THE COMPANY (Details)	Apr. 01, 2017store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of locations	965

BASIS OF PREPARATION AND ADOP37

BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS (Skip Hop Acquisition) (Details) - USD ($) $ in Thousands	Feb. 23, 2017	Apr. 01, 2017	Apr. 02, 2016	Dec. 31, 2016
Business Acquisition [Line Items]
Goodwill		$ 232,925	$ 177,238	$ 176,009
Net sales		732,755	724,085
Operating Income (Loss)		78,566	$ 93,008
Skip Hop [Member]
Business Acquisition [Line Items]
Percentage of Voting Interests Acquired	100.00%
Contingent Consideration	$ 10,000
Payments to Acquire Businesses, Net of Cash Acquired	147,300
Goodwill	56,600
Intangible Assets	92,700
Tangible Assets	54,700
Inventory	28,600
Accounts Receivables	20,400
Property, Plant, and Equipment	4,200
Liabilities	23,200
Deferred Tax Liabilities	$ 33,500
Net sales		10,400
Operating Income (Loss)		$ 300

BASIS OF PREPARATION AND ADOP38

BASIS OF PREPARATION AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS (Adoption of New Accounting Pronouncements) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Apr. 01, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Excess Tax Benefit	$ 1	$ 3.1

ACCUMULATED OTHER COMPREHENSI39

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016	Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	$ (33,793)	$ (31,081)	$ (34,740)
Foreign currency translation adjustments	947	5,286
Cumulative Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	(26,677)	(24,300)	(27,624)
Pension and Post-retirement Liability Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	$ (7,116)	$ (6,781)	$ (7,116)

GOODWILL AND TRADENAMES INTAN40

GOODWILL AND TRADENAMES INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Apr. 01, 2017	Apr. 02, 2016	Jan. 03, 2015	Feb. 23, 2017	Dec. 31, 2016
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	$ 232,925	$ 177,238			$ 176,009
Goodwill, Net amount	232,925	177,238			176,009
Finite intangible assets, Accumulated amortization	39,063				38,810
Total tradenames and other intangibles, net, gross amount	440,442				347,738
Total, Net amount	401,379	309,853			308,928
Carter's Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	136,570	136,570			136,570
Goodwill, Net amount	136,570	136,570			136,570
Canada Acquisition Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	39,800	40,668			39,439
Goodwill, Net amount	39,800	40,668			39,439
Carter's Tradename [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	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
Skip Hop Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	56,555				0
Goodwill, Net amount	56,555				0
Skip Hop Trade Name [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	56,800				0
Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Accumulated amortization	38,858	37,899			38,810
Intangible assets, Gross amount	404,542	347,752			347,738
Indefinite-lived trademarks	365,684	309,853			308,928
Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Gross amount	42,009	42,019			42,005
Finite intangible assets, Accumulated amortization	38,858	37,899			38,810
Finite-Lived Intangible Assets, Net	3,151	4,120			$ 3,195
Indefinite-lived intangible assets acquired			$ 3,600
Useful life			20 years
Amortization costs	100	$ 1,000
Remainder of 2017	200
Amortization Expense, 2018	200
Amortization Expense, 2019	200
Amortization Expense, 2020	200
Amortization Expense, 2021	$ 200
Skip Hop Customer Relationships [Member]
Goodwill and Other Intangible Assets [Line Items]
Weighted-average useful life	15 years
Finite intangible assets, Gross amount	$ 35,900
Finite intangible assets, Accumulated amortization	205
Finite-Lived Intangible Assets, Net	$ 35,695
Minimum | Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Weighted-average useful life	2 years
Maximum | Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Weighted-average useful life	20 years
Skip Hop [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Net amount				$ 56,600
Amortization costs	$ 200
Remainder of 2017	2,400
Amortization Expense, 2018	2,500
Amortization Expense, 2019	2,500
Amortization Expense, 2020	2,500
Amortization Expense, 2021	$ 2,500

COMMON STOCK (Share Repurchases

COMMON STOCK (Share Repurchases) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Stockholders' Equity Note [Abstract]
Remaining capacity under authorization	$ 227,800
Number of shares repurchased (shares)	543,944	722,364
Aggregate cost of shares repurchased	$ 46,627	$ 71,561
Average price per share (USD per share)	$ 85.72	$ 99.07
Dividend declared per common share (USD per share)	$ 0.37	$ 0.33

LONG-TERM DEBT (Schedule of Lon

LONG-TERM DEBT (Schedule of Long Term Debt) (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Debt Instrument [Line Items]
Long-term debt	$ 581,621	$ 580,376	$ 580,319
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	400,000	400,000	400,000
Senior notes, net	395,621	395,399	394,750
Less unamortized issuance-related costs for senior notes	4,379	4,601	5,250
Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Long-term debt	$ 186,000	$ 184,977	$ 185,569

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) CAD in Millions	3 Months Ended
	Apr. 01, 2017USD ($)	Apr. 01, 2017CAD	Apr. 02, 2016USD ($)	Dec. 31, 2016USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 500,000,000
Long-term debt	581,621,000		$ 580,319,000	$ 580,376,000
Outstanding letters of credit	4,800,000
Borrowing under secured revolving credit facility	20,000,000		0
Incremental Facilities [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 250,000,000
LIBOR [Member]
Debt Instrument [Line Items]
Interest rate (as a percentage)	1.375%
LIBOR [Member] | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.125%	1.125%
LIBOR [Member] | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.875%	1.875%
Base Rate [Member] | Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	0.125%	0.125%
Base Rate [Member] | Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	0.875%	0.875%
Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Repayments of Debt	$ 19,000,000	CAD 25.5
Line of Credit Facility, Maximum Borrowing Capacity	100,000,000
Long-term debt	186,000,000		185,569,000	184,977,000
Available for future borrowing	$ 309,200,000
Secured revolving credit facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis	LIBOR	LIBOR
Secured revolving credit facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate (as a percentage)	0.375%
Swingline BOA [Member] | Multicurrency Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000,000
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	$ 400,000,000		$ 400,000,000	$ 400,000,000
Interest rate (as a percentage)	5.25%
United States of America, Dollars
Debt Instrument [Line Items]
Borrowing 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
United States of America, Dollars | Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Proceeds from Issuance of Debt	20,000,000
Line of Credit Facility, Maximum Borrowing Capacity	$ 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)	2.29%
United States of America, Dollars | Swingline BOA [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000
Canada, Dollars
Debt Instrument [Line Items]
Borrowing 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

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 14, 2017	Apr. 01, 2017	Apr. 02, 2016	Jan. 02, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense		$ 4,779	$ 4,556
New Issues	295,964
Exercise Price	$ 83.84
Grant Date Fair Value	$ 19.50
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense		1,244	1,296
Time-based restricted stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense		$ 2,312	$ 2,145
New Issues	91,592
Grant Date Fair Value	$ 83.84
Vested in Period		148,171	199,937
Weighted Average Exercise Price		$ 72.47		$ 60.23
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense		$ 1,223	$ 1,115
New Issues	58,784
Grant Date Fair Value	$ 83.84

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Pension Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost on accumulated benefit obligation	$ 611	$ 629
Expected return on plan assets	(650)	(676)
Amortization of net actuarial loss (gain)	170	145
Net periodic pension cost	131	98
Post-retirement Benefit [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost on accumulated benefit obligation	34	44
Service cost – benefits attributed to service during the period	7	31
Amortization of net actuarial loss (gain)	(76)	(49)
Net periodic pension cost	$ (35)	$ 26

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Income Tax Disclosure [Abstract]
Gross unrecognized tax benefits	$ 11,900
Unrecognized tax benefits that if recognized would impact effective tax rate	7,800
Reserves for unrecognized tax benefits	1,500
Interest accrued on uncertain tax positions	1,000	$ 800	$ 700
Excess Tax Benefit	1,000	3,100
Business Acquisition [Line Items]
Deferred income taxes	133,552	$ 130,656	$ 128,815
Skip Hop [Member]
Business Acquisition [Line Items]
Deferred income taxes	$ 33,500

FAIR VALUE MEASUREMENTS Fair 47

FAIR VALUE MEASUREMENTS Fair Value measurements (Hierarchy) (Details) - USD ($)	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments, Fair Value Disclosure	$ 0	$ 0	$ 0
Foreign Currency Contract, Asset, Fair Value Disclosure	0	0	0
Contingent Consideration	0	0	0
Foreign Currency Contracts, Liability, Fair Value Disclosure	0	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments, Fair Value Disclosure	0	0	0
Foreign Currency Contract, Asset, Fair Value Disclosure	0	0	0
Contingent Consideration	0	0	0
Foreign Currency Contracts, Liability, Fair Value Disclosure	0	0	2,100
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments, Fair Value Disclosure	0	0	0
Foreign Currency Contract, Asset, Fair Value Disclosure	0	0	0
Contingent Consideration	3,600	0	0
Foreign Currency Contracts, Liability, Fair Value Disclosure	$ 0	$ 0	$ 0

FAIR VALUE MEASUREMENTS FAIR 48

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Investments) (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Fair Value Disclosures [Abstract]
Gain (Loss) on Investments	$ 0.7	$ (0.4)

FAIR VALUE MEASUREMENTS FAIR 49

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Contingent Consideration) (Details) - Skip Hop [Member] - USD ($) $ in Millions	3 Months Ended
	Apr. 01, 2017	Feb. 23, 2017
Business Acquisition, Contingent Consideration [Line Items]
Contingent Consideration		$ 10
Fair Value Inputs, Estimated Contingent Consideration Payment	$ 3.6
Fair Value Inputs, Estimated Contingent Consideration Payment, Undiscounted	$ 3.8
Fair Value Inputs, Discount Rate	50.00%

FAIR VALUE MEASUREMENTS FAIR 50

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Foreign exchange forward contracts) (Details) $ in Millions	Apr. 02, 2016USD ($)
Fair Value Disclosures [Abstract]
Notional Amount	$ 44

FAIR VALUE MEASUREMENTS FAIR 51

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Borrowings) (Details) - USD ($)	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 581,621,000	$ 580,376,000	$ 580,319,000
Secured revolving credit facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	186,000,000	184,977,000	185,569,000
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	$ 412,000,000

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Weighted-average number of common and common equivalent shares outstanding:
Basic number of common shares outstanding	48,322,692	51,176,987
Dilutive effect of equity awards	554,994	467,103
Diluted number of common and common equivalent shares outstanding	48,877,686	51,644,090
Basic net income per common share (in thousands, except per share data):
Net income	$ 46,664	$ 53,980
Income allocated to participating securities	(370)	(444)
Net income available to common shareholders	$ 46,294	$ 53,536
Basic net income per common share	$ 0.96	$ 1.05
Diluted net income per common share (in thousands, except per share data):
Net income	$ 46,664	$ 53,980
Income allocated to participating securities	(367)	(441)
Net income available to common shareholders	$ 46,297	$ 53,539
Diluted net income per common share	$ 0.95	$ 1.04
Anti-dilutive shares (in shares)	530,697	386,030

OTHER CURRENT AND LONG-TERM L53

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Other Liabilities Disclosure [Abstract]
Accrued bonuses and incentive compensation	$ 2,924	$ 16,834	$ 4,148
Income taxes payable	25,960	8,458	19,195
Accrued customer loyalty program reserve	11,120	10,510	10,276
Accrued salaries and wages	11,616	4,312	10,284
Unredeemed gift cards	10,839	11,441	9,996
Accrued employee benefits	8,453	17,165	8,157
Accrued and deferred rent	$ 17,022	$ 15,632	$ 13,409

OTHER CURRENT AND LONG-TERM L54

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016
Other Liabilities Disclosure [Abstract]
Deferred lease incentives	$ 74,447	$ 74,015	$ 72,086

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Segment Reporting Information [Line Items]
Net sales	$ 732,755	$ 724,085
Operating Income (Loss)	$ 78,566	$ 93,008
Operating income (loss) as percentage of segment net sales	10.70%	12.80%
H.W. Carter and Sons Tradename [Member]
Segment Reporting Information [Line Items]
Amortization of tradenames		$ 1,000
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	$ 732,755	$ 724,085
Percentage of total net sales	100.00%	100.00%
Operating Segments [Member] | Wholesale [Member]
Segment Reporting Information [Line Items]
Net sales	$ 292,555	$ 292,054
Percentage of total net sales	39.90%	40.30%
Operating Income (Loss)	$ 69,695	$ 68,411
Operating income (loss) as percentage of segment net sales	23.80%	23.40%
Operating Segments [Member] | Retail [Member]
Segment Reporting Information [Line Items]
Net sales	$ 363,771	$ 354,089
Percentage of total net sales	49.60%	48.90%
Operating Income (Loss)	$ 29,900	$ 39,469
Operating income (loss) as percentage of segment net sales	8.20%	11.10%
Operating Segments [Member] | International [Member]
Segment Reporting Information [Line Items]
Net sales	$ 76,429	$ 77,942
Percentage of total net sales	10.50%	10.80%
Operating Income (Loss)	$ 3,685	$ 8,441
Operating income (loss) as percentage of segment net sales	4.80%	10.80%
Corporate [Member]
Segment Reporting Information [Line Items]
Corporate expenses	$ (24,714)	$ (23,313)
Skip Hop [Member]
Segment Reporting Information [Line Items]
Net sales	10,400
Operating Income (Loss)	300
Corporate expenses	(1,300)
Amortization of tradenames	200
Sourcing Relocation [Member]
Segment Reporting Information [Line Items]
Corporate expenses	$ (200)

GUARANTOR UNAUDITED CONDENSED56

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Balance Sheets) (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016	Jan. 02, 2016
Current assets:
Cash and cash equivalents	$ 154,278	$ 299,358	$ 395,141	$ 381,209
Accounts receivable, net	206,707	202,471	192,569
Intercompany receivable	0	0	0
Intercompany Loan Receivables			0
Finished goods inventories	434,712	487,591	376,499
Prepaid expenses and other current assets	46,153	32,180	36,791
Deferred income taxes	0	35,486	31,841
Total current assets	841,850	1,057,086	1,032,841
Property, plant, and equipment, net of accumulated depreciation of $365,733, $345,907, and $307,449, respectively	386,275	385,874	377,273
Goodwill	232,925	176,009	177,238
Tradenames and other intangible assets, net	401,379	308,928	309,853
Other assets	23,034	18,700	15,258
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	1,885,463	1,946,597	1,912,463
Current liabilities:
Accounts payable	101,386	158,432	90,387
Intercompany Loan Payables			0
Intercompany payables	0	0	0
Other current liabilities	123,661	119,177	102,494
Total current liabilities	225,047	277,609	192,881
Long-term debt, net	581,621	580,376	580,319
Deferred income taxes	133,552	130,656	128,815
Intercompany long term liability	0	0	0
Intercompany long term note payable	0	0	0
Other long-term liabilities	173,280	169,832	161,731
Total stockholders' equity	771,963	788,124	848,717
Total liabilities and stockholders' equity	1,885,463	1,946,597	1,912,463
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0	0
Intercompany receivable	(163,682)	(145,184)	(193,261)
Intercompany Loan Receivables			0
Finished goods inventories	(16,579)	(25,800)	(40,048)
Prepaid expenses and other current assets	0	0	0
Deferred income taxes		0	0
Total current assets	(180,261)	(170,984)	(233,309)
Property, plant, and equipment, net of accumulated depreciation of $365,733, $345,907, and $307,449, respectively	0	0	0
Goodwill	0	0	0
Tradenames and other intangible assets, net	0	0	0
Other assets	0	0	0
Intercompany long term receivable	(423,287)	(428,436)	(294,017)
Intercompany long term note receivable	(100,000)	(100,000)	(100,000)
Investment in subsidiaries	(1,823,626)	(1,686,953)	(1,631,609)
Total assets	(2,527,174)	(2,386,373)	(2,258,935)
Current liabilities:
Accounts payable	0	0	0
Intercompany Loan Payables			0
Intercompany payables	(163,682)	(145,184)	(193,261)
Other current liabilities	0	0	0
Total current liabilities	(163,682)	(145,184)	(193,261)
Long-term debt, net	0	0	0
Deferred income taxes	0	0	0
Intercompany long term liability	(423,287)	(428,436)	(294,017)
Intercompany long term note payable	(100,000)	(100,000)	(100,000)
Other long-term liabilities	0	0	0
Total stockholders' equity	(1,840,205)	(1,712,753)	(1,671,657)
Total liabilities and stockholders' equity	(2,527,174)	(2,386,373)	(2,258,935)
Parent [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0	0
Intercompany receivable	0	0	0
Intercompany Loan Receivables			0
Finished goods inventories	0	0	0
Prepaid expenses and other current assets	0	0	0
Deferred income taxes		0	0
Total current assets	0	0	0
Property, plant, and equipment, net of accumulated depreciation of $365,733, $345,907, and $307,449, respectively	0	0	0
Goodwill	0	0	0
Tradenames and other intangible assets, net	0	0	0
Other assets	0	0	0
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	771,963	788,124	848,717
Total assets	771,963	788,124	848,717
Current liabilities:
Accounts payable	0	0	0
Intercompany Loan Payables			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	771,963	788,124	848,717
Total liabilities and stockholders' equity	771,963	788,124	848,717
Subsidiary Issuer [Member]
Current assets:
Cash and cash equivalents	108,944	229,056	331,672	325,771
Accounts receivable, net	168,560	176,825	166,843
Intercompany receivable	87,901	55,902	67,203
Intercompany Loan Receivables			0
Finished goods inventories	197,022	278,696	189,225
Prepaid expenses and other current assets	16,386	11,402	17,879
Deferred income taxes		18,476	14,766
Total current assets	578,813	770,357	787,588
Property, plant, and equipment, net of accumulated depreciation of $365,733, $345,907, and $307,449, respectively	154,119	155,187	162,110
Goodwill	136,570	136,570	136,570
Tradenames and other intangible assets, net	223,384	223,428	224,353
Other assets	20,635	17,771	14,164
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	100,000	100,000	100,000
Investment in subsidiaries	905,397	753,753	676,350
Total assets	2,118,918	2,157,066	2,101,135
Current liabilities:
Accounts payable	56,871	97,103	58,626
Intercompany Loan Payables			0
Intercompany payables	71,796	85,894	124,763
Other current liabilities	57,324	16,473	23,801
Total current liabilities	185,991	199,470	207,190
Long-term debt, net	581,621	561,399	560,751
Deferred income taxes	71,250	87,116	83,925
Intercompany long term liability	423,287	428,436	294,017
Intercompany long term note payable	0	0	0
Other long-term liabilities	68,227	66,721	66,487
Total stockholders' equity	788,542	813,924	888,765
Total liabilities and stockholders' equity	2,118,918	2,157,066	2,101,135
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	12,992	11,817	19,802	14,652
Accounts receivable, net	32,642	18,315	20,212
Intercompany receivable	60,971	74,681	120,901
Intercompany Loan Receivables			0
Finished goods inventories	205,335	174,542	186,901
Prepaid expenses and other current assets	18,288	16,028	14,273
Deferred income taxes		15,440	14,696
Total current assets	330,228	310,823	376,785
Property, plant, and equipment, net of accumulated depreciation of $365,733, $345,907, and $307,449, respectively	196,876	194,691	184,548
Goodwill	56,072	0	0
Tradenames and other intangible assets, net	177,995	85,500	85,500
Other assets	549	605	795
Intercompany long term receivable	423,287	428,436	294,017
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	146,266	145,076	106,542
Total assets	1,331,273	1,165,131	1,048,187
Current liabilities:
Accounts payable	34,820	41,947	19,554
Intercompany Loan Payables			0
Intercompany payables	88,529	55,257	65,188
Other current liabilities	58,278	90,718	68,514
Total current liabilities	181,627	187,922	153,256
Long-term debt, net	0	0	0
Deferred income taxes	62,200	43,540	44,890
Intercompany long term liability	0	0	0
Intercompany long term note payable	100,000	100,000	100,000
Other long-term liabilities	91,385	89,252	83,027
Total stockholders' equity	896,061	744,417	667,014
Total liabilities and stockholders' equity	1,331,273	1,165,131	1,048,187
Non-Guarantors Subsidiaries [Member]
Current assets:
Cash and cash equivalents	32,342	58,485	43,667	$ 40,786
Accounts receivable, net	5,505	7,331	5,514
Intercompany receivable	14,810	14,601	5,157
Intercompany Loan Receivables			0
Finished goods inventories	48,934	60,153	40,421
Prepaid expenses and other current assets	11,479	4,750	4,639
Deferred income taxes		1,570	2,379
Total current assets	113,070	146,890	101,777
Property, plant, and equipment, net of accumulated depreciation of $365,733, $345,907, and $307,449, respectively	35,280	35,996	30,615
Goodwill	40,283	39,439	40,668
Tradenames and other intangible assets, net	0	0	0
Other assets	1,850	324	299
Intercompany long term receivable	0	0	0
Intercompany long term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	190,483	222,649	173,359
Current liabilities:
Accounts payable	9,695	19,382	12,207
Intercompany Loan Payables			0
Intercompany payables	3,357	4,033	3,310
Other current liabilities	8,059	11,986	10,179
Total current liabilities	21,111	35,401	25,696
Long-term debt, net	0	18,977	19,568
Deferred income taxes	102	0	0
Intercompany long term liability	0	0	0
Intercompany long term note payable	0	0	0
Other long-term liabilities	13,668	13,859	12,217
Total stockholders' equity	155,602	154,412	115,878
Total liabilities and stockholders' equity	$ 190,483	$ 222,649	$ 173,359

GUARANTOR UNAUDITED CONDENSED57

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Income Statement) (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Condensed Income Statements, Captions [Line Items]
Net sales	$ 732,755	$ 724,085
Cost of goods sold	416,953	413,156
Gross profit	315,802	310,929
Selling, general, and administrative expenses	247,794	228,996
Royalty income	(10,558)	(11,075)
Operating income	78,566	93,008
Interest expense	7,104	6,739
Interest income	(139)	(207)
(Income) loss in subsidiaries	0	0
Other (income) expense, net	(221)	3,193
Income before income taxes	71,822	83,283
Provision for income taxes	25,158	29,303
Net income	46,664	53,980
Consolidation, Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	(177,570)	(164,221)
Cost of goods sold	(179,875)	(152,063)
Gross profit	2,305	(12,158)
Selling, general, and administrative expenses	(8,913)	(9,110)
Royalty income	1,997	2,208
Operating income	9,221	(5,256)
Interest expense	(1,327)	(817)
Interest income	1,327	817
(Income) loss in subsidiaries	23,184	44,144
Other (income) expense, net	0	0
Income before income taxes	(13,963)	(49,400)
Provision for income taxes	0	0
Net income	(13,963)	(49,400)
Parent [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	0	0
Cost of goods sold	0	0
Gross profit	0	0
Selling, general, and administrative expenses	0	0
Royalty income	0	0
Operating income	0	0
Interest expense	0	0
Interest income	0	0
(Income) loss in subsidiaries	(46,664)	(53,980)
Other (income) expense, net	0	0
Income before income taxes	46,664	53,980
Provision for income taxes	0	0
Net income	46,664	53,980
Subsidiary Issuer [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	453,515	451,196
Cost of goods sold	330,633	321,100
Gross profit	122,882	130,096
Selling, general, and administrative expenses	40,932	42,587
Royalty income	(8,430)	(9,072)
Operating income	90,380	96,581
Interest expense	6,973	6,608
Interest income	(1,439)	(985)
(Income) loss in subsidiaries	21,031	6,496
Other (income) expense, net	(368)	200
Income before income taxes	64,183	84,262
Provision for income taxes	26,740	25,026
Net income	37,443	59,236
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	395,779	381,280
Cost of goods sold	228,766	211,028
Gross profit	167,013	170,252
Selling, general, and administrative expenses	189,504	172,142
Royalty income	(4,125)	(4,211)
Operating income	(18,366)	2,321
Interest expense	1,369	845
Interest income	0	0
(Income) loss in subsidiaries	2,449	3,340
Other (income) expense, net	368	(214)
Income before income taxes	(22,552)	(1,650)
Provision for income taxes	(1,520)	4,846
Net income	(21,032)	(6,496)
Non-Guarantors Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	61,031	55,830
Cost of goods sold	37,429	33,091
Gross profit	23,602	22,739
Selling, general, and administrative expenses	26,271	23,377
Royalty income	0	0
Operating income	(2,669)	(638)
Interest expense	89	103
Interest income	(27)	(39)
(Income) loss in subsidiaries	0	0
Other (income) expense, net	(221)	3,207
Income before income taxes	(2,510)	(3,909)
Provision for income taxes	(62)	(569)
Net income	$ (2,448)	$ (3,340)

GUARANTOR UNAUDITED CONDENSED58

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Condensed Financial Statements, Captions [Line Items]
Net income	$ 46,664	$ 53,980
Foreign currency translation adjustments	947	5,286
Comprehensive income	47,611	59,266
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	46,664	53,980
Foreign currency translation adjustments	947	5,286
Comprehensive income	47,611	59,266
Subsidiary Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	37,443	59,236
Foreign currency translation adjustments	947	5,286
Comprehensive income	38,390	64,522
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(21,032)	(6,496)
Foreign currency translation adjustments	947	5,286
Comprehensive income	(20,085)	(1,210)
Non-Guarantors Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(2,448)	(3,340)
Foreign currency translation adjustments	947	5,286
Comprehensive income	(1,501)	1,946
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(13,963)	(49,400)
Foreign currency translation adjustments	(2,841)	(15,858)
Comprehensive income	$ (16,804)	$ (65,258)

GUARANTOR UNAUDITED CONDENSED59

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Cash Flows) (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities	$ 84,180	$ 128,282
Cash flows from investing activities:
Capital expenditures	(17,991)	(25,552)
Intercompany investing activity	0	0
Acquisition of business, net of cash acquired	(143,704)	0
Net cash used in investing activities	(161,695)	(25,552)
Cash flows from financing activities:
Intercompany financing activity	0	0
Borrowing under secured revolving credit facility	20,000	0
Payments on secured revolving credit facility	(18,965)	0
Dividends paid	(17,998)	(17,032)
Repurchases of common stock	(46,627)	(71,561)
Income tax benefit from stock-based compensation	0	3,144
Withholdings from vestings of restricted stock	(5,552)	(8,454)
Proceeds from exercises of stock options	1,626	3,747
Net cash (used in) provided by financing activities	(67,516)	(90,156)
Effect of exchange rate changes on cash and cash equivalents	(49)	1,358
Net increase (decrease) in cash and cash equivalents	(145,080)	13,932
Cash and cash equivalents, beginning of period	299,358	381,209
Cash and cash equivalents, end of period	154,278	395,141
Excess Tax Benefit from Share-based Compensation, Operating Activities	0	3,144
Gain (Loss) on Disposition of Property Plant Equipment	(189)	(192)
Amortization of debt issuance costs	373	361
Non-cash stock-based compensation expense	4,779	4,556
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	68,551	93,300
Acquisition of business, net of cash acquired	0
Net cash used in investing activities	68,551	93,300
Cash flows from financing activities:
Intercompany financing activity	0	0
Borrowing under secured revolving credit facility	0
Payments on secured revolving credit facility	0
Dividends paid	(17,998)	(17,032)
Repurchases of common stock	(46,627)	(71,561)
Income tax benefit from stock-based compensation		0
Withholdings from vestings of restricted stock	(5,552)	(8,454)
Proceeds from exercises of stock options	1,626	3,747
Net cash (used in) provided by financing activities	(68,551)	(93,300)
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	0
Cash and cash equivalents, end of period	0	0
Subsidiary Issuer [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities	101,914	117,433
Cash flows from investing activities:
Capital expenditures	(6,503)	(8,825)
Intercompany investing activity	(3,926)	(3,250)
Acquisition of business, net of cash acquired	(144,520)
Net cash used in investing activities	(154,949)	(12,075)
Cash flows from financing activities:
Intercompany financing activity	(87,077)	(101,144)
Borrowing under secured revolving credit facility	20,000
Payments on secured revolving credit facility	0
Dividends paid	0	0
Repurchases of common stock	0	0
Income tax benefit from stock-based compensation		1,687
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash (used in) provided by financing activities	(67,077)	(99,457)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	(120,112)	5,901
Cash and cash equivalents, beginning of period	229,056	325,771
Cash and cash equivalents, end of period	108,944	331,672
Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities	(13,678)	8,504
Cash flows from investing activities:
Capital expenditures	(9,548)	(15,433)
Intercompany investing activity	0	(1,457)
Acquisition of business, net of cash acquired	746
Net cash used in investing activities	(8,802)	(16,890)
Cash flows from financing activities:
Intercompany financing activity	23,655	12,079
Borrowing under secured revolving credit facility	0
Payments on secured revolving credit facility	0
Dividends paid	0	0
Repurchases of common stock	0	0
Income tax benefit from stock-based compensation		1,457
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash (used in) provided by financing activities	23,655	13,536
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	1,175	5,150
Cash and cash equivalents, beginning of period	11,817	14,652
Cash and cash equivalents, end of period	12,992	19,802
Non-Guarantors Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Cash Provided by (Used in) Operating Activities	(4,056)	2,345
Cash flows from investing activities:
Capital expenditures	(1,940)	(1,294)
Intercompany investing activity	0	0
Acquisition of business, net of cash acquired	70
Net cash used in investing activities	(1,870)	(1,294)
Cash flows from financing activities:
Intercompany financing activity	(1,203)	472
Borrowing under secured revolving credit facility	0
Payments on secured revolving credit facility	(18,965)
Dividends paid	0	0
Repurchases of common stock	0	0
Income tax benefit from stock-based compensation		0
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash (used in) provided by financing activities	(20,168)	472
Effect of exchange rate changes on cash and cash equivalents	(49)	1,358
Net increase (decrease) in cash and cash equivalents	(26,143)	2,881
Cash and cash equivalents, beginning of period	58,485	40,786
Cash and cash equivalents, end of period	32,342	43,667
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	(64,625)	(88,593)
Acquisition of business, net of cash acquired	0
Net cash used in investing activities	(64,625)	(88,593)
Cash flows from financing activities:
Intercompany financing activity	64,625	88,593
Borrowing under secured revolving credit facility	0
Payments on secured revolving credit facility	0
Dividends paid	0	0
Repurchases of common stock	0	0
Income tax benefit from stock-based compensation		0
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash (used in) provided by financing activities	64,625	88,593
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	0
Cash and cash equivalents, end of period	$ 0	$ 0