Carter's (CRI) 10-Q 27 Jul 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jul. 01, 2017	Jul. 21, 2017
Document Information [Abstract]
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	Jul. 1, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		47,834,177

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016
Current assets:
Cash and cash equivalents	$ 173,564	$ 299,358	$ 205,080
Accounts receivable, net	165,183	202,471	150,633
Finished goods inventories	610,423	487,591	587,434
Prepaid expenses and other current assets	44,527	32,180	46,189
Deferred income taxes	0	35,486	32,816
Total current assets	993,697	1,057,086	1,022,152
Property, plant, and equipment, net of accumulated depreciation of $384,881, $345,907, and $317,580, respectively	382,472	385,874	386,034
Tradenames and other intangible assets, net	400,735	308,928	309,017
Goodwill	231,709	176,009	177,540
Other assets	23,246	18,700	17,749
Total assets	2,031,859	1,946,597	1,912,492
Current liabilities:
Accounts payable	217,340	158,432	190,366
Other current liabilities	94,644	119,177	80,595
Total current liabilities	311,984	277,609	270,961
Long-term debt, net	661,846	580,376	580,678
Deferred income taxes	133,251	130,656	128,682
Other long-term liabilities	174,867	169,832	165,469
Total liabilities	1,281,948	1,158,473	1,145,790
Commitments and contingencies - Note 13
Stockholders' equity:
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at July 1, 2017, December 31, 2016, and July 2, 2016	0	0	0
Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 47,971,577, 48,948,670 and 50,194,955 shares issued and outstanding at July 1, 2017, December 31, 2016 and July 2, 2016, respectively	480	489	502
Accumulated other comprehensive loss	(30,653)	(34,740)	(30,533)
Retained earnings	780,084	822,375	796,733
Total stockholders' equity	749,911	788,124	766,702
Total liabilities and stockholders' equity	$ 2,031,859	$ 1,946,597	$ 1,912,492

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 384,881	$ 345,907	$ 317,580
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	47,971,577	48,948,670	50,194,955
Common stock voting; shares outstanding	47,971,577	48,948,670	50,194,955

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Income Statement [Abstract]
Net sales	$ 692,117	$ 639,471	$ 1,424,872	$ 1,363,556
Cost of goods sold	388,660	357,289	805,613	770,445
Gross profit	303,457	282,182	619,259	593,111
Selling, general, and administrative expenses	250,146	228,464	497,940	457,460
Royalty income	(11,210)	(9,525)	(21,768)	(20,600)
Operating income	64,521	63,243	143,087	156,251
Interest expense	7,194	6,803	14,298	13,542
Interest income	(79)	(178)	(218)	(385)
Other (income) expense, net	(544)	516	(765)	3,709
Income before income taxes	57,950	56,102	129,772	139,385
Provision for income taxes	20,025	19,904	45,183	49,207
Net income	$ 37,925	$ 36,198	$ 84,589	$ 90,178
Basic net income per common share (USD per share)	$ 0.79	$ 0.72	$ 1.75	$ 1.77
Diluted net income per common share (USD per share)	0.78	0.71	1.73	1.75
Dividend declared per common share (USD per share)	$ 0.37	$ 0.33	$ 0.74	$ 0.66

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 37,925	$ 36,198	$ 84,589	$ 90,178
Other comprehensive income:
Foreign currency translation adjustments	3,140	548	4,087	5,834
Comprehensive income	$ 41,065	$ 36,746	$ 88,676	$ 96,012

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Jul. 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	$ 3,122	$ 1	3,121
Exercise of stock options (in shares)		60,660
Withholdings from vesting of restricted stock	(5,590)	$ (1)	(5,589)
Withholdings from vesting of restricted stock (in shares)		(65,804)
Restricted stock activity	0	$ 1	(1)
Restricted stock activity (in shares)		145,600
Stock-based compensation	8,464		8,464
Issuance of common stock	1,182	$ 1	1,181
Issuance of common stock (in shares)		13,860
Repurchase of common stock	(98,236)	$ (11)	(7,176)		(91,049)
Repurchase of common stock (in shares)		(1,131,409)
Cash dividends declared and paid	(35,831)				(35,831)
Comprehensive income	88,676			4,087	84,589
Balance at Jul. 01, 2017	$ 749,911	$ 480	$ 0	$ (30,653)	$ 780,084
Balance (in shares) at Jul. 01, 2017	47,971,577	47,971,577

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016
Cash flows from operating activities:
Net income	$ 84,589	$ 90,178
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,705	34,916
Amortization of tradenames	892	1,831
Amortization of fair value step up of inventory	400	0
Amortization of debt issuance costs	749	725
Non-cash stock-based compensation expense	9,646	9,250
Foreign currency (gain) loss, net	(555)	3,130
Income tax benefit from stock-based compensation	0	(3,684)
Loss on disposal of property, plant, and equipment	221	133
Deferred income taxes	3,227	1,258
Effect of changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net	57,215	57,229
Finished goods inventories	(91,846)	(114,817)
Prepaid expenses and other assets	(13,871)	(12,643)
Accounts payable and other liabilities	16,961	18,093
Net cash provided by operating activities	107,333	85,599
Cash flows from investing activities:
Capital expenditures	(34,276)	(49,698)
Acquisition of Skip Hop Holdings, Inc., net of cash acquired	(143,704)	0
Proceeds from sale of property, plant, and equipment	0	193
Net cash used in investing activities	(177,980)	(49,505)
Cash flows from financing activities:
Borrowings under secured revolving credit facility	100,000	0
Payments on secured revolving credit facility	(18,965)	0
Repurchases of common stock	(98,236)	(180,209)
Dividends paid	(35,831)	(33,679)
Income tax benefit from stock-based compensation	0	3,684
Withholdings from vestings of restricted stock	(5,590)	(8,508)
Proceeds from exercises of stock options	3,122	5,101
Net cash used in financing activities	55,500	213,611
Effect of exchange rate changes on cash and cash equivalents	353	1,388
Net decrease in cash and cash equivalents	(125,794)	(176,129)
Cash and cash equivalents, beginning of period	299,358	381,209
Cash and cash equivalents, end of period	$ 173,564	$ 205,080

THE COMPANY

THE COMPANY	6 Months Ended
	Jul. 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: 1) wholesale distribution to leading department stores, national chains, and specialty retailers domestically and internationally and 2) distribution to the Company's own retail stores and websites that market its brand name merchandise and other licensed products manufactured by other companies. As of July 1, 2017 , the Company operated 978 retail stores.

BASIS OF PREPARATION AND BUSINE

BASIS OF PREPARATION AND BUSINESS ACQUISITION	6 Months Ended
	Jul. 01, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PREPARATION AND BUSINESS ACQUISITION	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 and two fiscal quarters ended July 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 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 accompanying unaudited condensed consolidated financial statements and footnotes include Skip Hop Holdings, Inc. and subsidiaries ("Skip Hop") from February 23, 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 . 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 pro forma financial information. 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. During the second quarter of fiscal 2017, Skip Hop contributed approximately $25.0 million to the Company's consolidated net sales and produced an operating loss of approximately $(0.8) million . Between the acquisition date and the end of the Company's second quarter of fiscal 2017, Skip Hop contributed approximately $35.4 million of net sales to the Company's consolidated net sales and produced an operating loss of approximately $(0.4) million . The measurement period, as defined under the provisions of ASC 805, is open for certain Skip Hop assets and liabilities. 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 performance targets in fiscal 2017. Provisional amounts recognized at acquisition in the first quarter of fiscal 2017 and the measurement period adjustments made during the second quarter of fiscal 2017 were as follows: (in millions) Revised Provisional Measurement Period Provisional Amounts Adjustments Amounts Net assets acquired: Assets acquired $ 55.5 $ (0.6 ) $ 54.9 Liabilities assumed (23.2 ) 3.0 (20.2 ) Net assets acquired 32.3 2.4 34.7 Goodwill * 56.6 (2.4 ) 54.2 Tradename 56.8 — 56.8 Customer relationships 35.9 — 35.9 Deferred income tax liabilities (33.5 ) — (33.5 ) Preliminary purchase price 148.1 — 148.1 Less cash acquired (0.8 ) — (0.8 ) Less estimated contingent consideration (3.6 ) — (3.6 ) Net cash paid $ 143.7 — $ 143.7 * Not deductible for income taxes Under the provisions of ASU No. 2015-16, " Simplifying the Accounting for Measurement Period Adjustments ," the cumulative impact of any measurement period adjustments on current periods and prior periods is recognized in the period that the adjustment is determined. 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's 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 second quarter and first two quarters of fiscal 2017, the Company’s provision for income taxes on its consolidated statement of operations includes a benefit of approximately $0.2 million and $1.2 million , respectively, related to net excess income tax benefits for settlements of share-based payments during the those fiscal periods. For the second quarter and first two quarters of fiscal 2016, the Company recognized net excess income tax benefits of approximately $0.6 million and $3.7 million , respectively, for share-based payments settled during those periods. These net tax benefits were recorded directly to the Company’s consolidated statement of stockholders’ equity and have 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) At the beginning of the first quarter of fiscal 2017, the Company prospectively adopted the provisions of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). 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	6 Months Ended
	Jul. 01, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
ACCUMULATED OTHER COMPREHENSIVE LOSS	ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss consisted of the following: (dollars in thousands) July 1, 2017 December 31, 2016 July 2, 2016 Cumulative foreign currency translation adjustments $ (23,537 ) $ (27,624 ) $ (23,752 ) Pension and post-retirement obligations (1) (7,116 ) (7,116 ) (6,781 ) Total accumulated other comprehensive loss $ (30,653 ) $ (34,740 ) $ (30,533 ) (1) Net of income taxes of $4.2 million , $4.2 million , and $4.0 million , respectively. Changes in accumulated other comprehensive loss for the second quarter and first two quarters of fiscal 2017 consisted of net gains of $3.1 million and $4.1 million for foreign currency translation adjustments, respectively. Changes in accumulated other comprehensive loss for the second quarter and first two quarters of fiscal 2016 consisted of gains of $0.5 million and $5.8 million , respectively, for foreign currency translation adjustments. During the first and second quarters of both fiscal 2017 and fiscal 2016 , no amounts were reclassified from accumulated other comprehensive loss to the statement of operations.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	6 Months Ended
	Jul. 01, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS The Company's goodwill and intangible assets were as follows: July 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 40,897 — 40,897 39,439 — 39,439 Skip Hop acquisition (1) Indefinite 54,242 — 54,242 — — — Total goodwill $ 231,709 $ — $ 231,709 $ 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 2-20 years 42,021 38,915 3,106 42,005 38,810 3,195 Total tradenames $ 404,554 $ 38,915 $ 365,639 $ 347,738 $ 38,810 $ 308,928 Skip Hop customer relationships (1) 15 years 35,900 804 35,096 — — — Total tradenames and other intangibles, net $ 440,454 $ 39,719 $ 400,735 $ 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. July 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 40,970 — 40,970 Total goodwill $ 177,540 $ — $ 177,540 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Finite-life tradenames 2-20 years 42,022 38,738 3,284 Total tradenames $ 347,755 $ 38,738 $ 309,017 The substantial majority of Skip Hop's 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. 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 in Chile, including trademark registrations. The Company acquired the Chile rights in 2014 for approximately $3.6 million in cash. This intangible tradename is being amortized over 20 years using a straight-line method, resulting in approximately $0.2 million of amortization expense for each fiscal year during the life of intangible asset. During the first quarter and first two quarters of fiscal 2016, the Company also recorded amortization expense of approximately $0.8 million and $1.7 million , respectively, for the H.W. Carter and Sons tradenames, which have been fully amortized. For the Skip Hop customer relationships intangible asset acquired in February 2017, the Company recorded approximately $0.6 million and $0.8 million , respectively, of amortization expense for the fiscal quarter and two fiscal quarters ended July 1, 2017. Future amortization expense is estimated to be approximately $2.4 million each year for the next 15 years.

COMMON STOCK

COMMON STOCK	6 Months Ended
	Jul. 01, 2017
Stockholders' Equity Note [Abstract]
COMMON STOCK	COMMON STOCK SHARE REPURCHASES The total aggregate remaining capacity under outstanding repurchase authorizations as of July 1, 2017 was approximately $176.2 million , based on settled repurchase transactions. The authorizations have no expiration date. Open Market Repurchases The Company repurchased and retired shares in open market transactions in the following amounts for the fiscal periods indicated: Fiscal quarter ended Two fiscal quarters ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Number of shares repurchased 587,465 1,049,483 1,131,409 1,771,847 Aggregate cost of shares repurchased (dollars in thousands) $ 51,605 $ 108,648 $ 98,236 $ 180,209 Average price per share $ 87.84 $ 103.52 $ 86.82 $ 101.71 Future repurchases may occur from time to time in the open market, in privately negotiated transactions, or otherwise. The timing and amount of any repurchases will be determined by the Company's management, based on its evaluation of market conditions, share price, other investment priorities, and other factors. DIVIDENDS In the second fiscal quarter and two fiscal quarters ended July 1, 2017 , the Company paid cash dividends per share of $ 0.37 and $ 0.74 , respectively. In the second fiscal quarter and two fiscal quarters ended July 2, 2016 , the Company declared and paid cash dividends per share of $ 0.33 and $ 0.66 , respectively. Future declarations of dividends and the establishment of future record and payment dates are at the discretion of the Company's Board of Directors and based on a number of factors, including the Company's future financial performance and other investment priorities. Provisions in the indenture governing the senior notes of 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	6 Months Ended
	Jul. 01, 2017
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consisted of the following: (dollars in thousands) July 1, 2017 December 31, 2016 July 2, 2016 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (4,154 ) (4,601 ) (5,036 ) Senior notes, net 395,846 395,399 394,964 Secured revolving credit facility 266,000 184,977 185,714 Total long-term debt, net $ 661,846 $ 580,376 $ 580,678 On July 19, 2017, the Company borrowed an additional $100 million under its secured revolving credit facility primarily for seasonal working capital needs, bringing total outstanding borrowings under this facility to $366 million , excluding accrued interest. 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 July 1, 2017 , the Company had $266.0 million in outstanding borrowings under its secured revolving credit facility, exclusive of $4.5 million of outstanding letters of credit. As of July 1, 2017 , approximately $229.5 million remained available for future borrowing. All outstanding borrowings under the Company's secured revolving credit facility are classified as non-current liabilities on the Company's consolidated balance sheet because of the contractual repayment terms under the credit facility. As of July 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 July 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 resulted in a weighted average borrowing rate of 2.55% . All outstanding Canadian dollar borrowings were repaid during the first quarter of fiscal 2017. There were no Canadian dollar borrowings during the second 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 July 1, 2017 , the Company was in compliance with the financial and other covenants under the secured revolving credit facility. Senior Notes As of July 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	6 Months Ended
	Jul. 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 Two fiscal quarters ended (dollars in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Stock options $ 955 $ 981 $ 2,199 $ 2,277 Restricted stock: Time-based awards 2,832 1,717 5,144 3,862 Performance-based awards 1,080 832 2,303 1,947 Stock awards — 1,164 — 1,164 Total $ 4,867 $ 4,694 $ 9,646 $ 9,250

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	6 Months Ended
	Jul. 01, 2017
Compensation and Retirement Disclosure [Abstract]
EMPLOYEE BENEFIT PLANS	EMPLOYEE BENEFIT PLANS The Company maintains a defined contribution plan and two frozen defined benefit plans. The two frozen 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 Two fiscal quarters ended (dollars in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Interest cost $ 611 $ 629 $ 1,222 $ 1,258 Expected return on plan assets (650 ) (676 ) (1,300 ) (1,352 ) Recognized actuarial loss 170 145 340 290 Net periodic pension cost $ 131 $ 98 $ 262 $ 196 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 Two fiscal quarters ended (dollars in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Service cost – benefits attributed to service during the period $ 7 $ 31 $ 14 $ 62 Interest cost on accumulated post-retirement benefit obligation 34 44 68 88 Amortization net actuarial gain (76 ) (49 ) (152 ) (98 ) Total net periodic post-retirement (benefit) cost $ (35 ) $ 26 $ (70 ) $ 52

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jul. 01, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As of July 1, 2017 , the Company had gross unrecognized income tax benefits of approximately $11.5 million , of which $8.2 million , if ultimately recognized, may affect the Company's effective tax rate in the periods settled. The Company has recorded tax positions for which the ultimate deductibility is more likely than not, but for which there is uncertainty about the timing of such deductions. Included in the reserves for unrecognized tax benefits at July 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 fiscal quarter and two fiscal quarters ended July 1, 2017 and the fiscal quarter and two fiscal quarters ended July 2, 2016, interest expense recorded on uncertain tax positions was not significant. The Company had approximately $1.1 million , $0.8 million , and $0.8 million of interest accrued on uncertain tax positions as of July 1, 2017 , December 31, 2016 , and July 2, 2016 , respectively. As disclosed in note 2, the Company's adoption of ASU 2016-09 benefited consolidated income tax expense by approximately $1.2 million for the first two quarters 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 July 1, 2017 increased by $33.5 million due to the acquisition of Skip Hop during the first quarter of fiscal 2017. For the full fiscal year 2017 , the Company estimates that its consolidated effective income tax rate will be approximately 35.0% .

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jul. 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: July 1, 2017 December 31, 2016 July 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) $ 15.3 — — $ 12.3 — — $ 10.9 — — Liabilities Contingent consideration (2) — — $ 3.6 — — — — — — Foreign exchange forward contracts (3) — — — — — — — $ 1.3 — (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 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 $0.5 million and $1.2 million for the fiscal quarter and two fiscal quarters ended July 1, 2017 , respectively, and were $0.7 million and $0.3 million for the fiscal quarter and two fiscal quarters ended July 2, 2016 , respectively. 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 an amount up to $10 million of additional cash consideration to the sellers of Skip Hop if the acquired business achieves certain financial performance targets in fiscal 2017 for net sales and adjusted operating margin, as defined in the stock purchase agreement. The Company has preliminarily estimated the discounted fair value of this contingency to be approximately $3.6 million (undiscounted approximately $3.8 million ) based on weighted probabilities of 25% , 25% and 50% for each possible payment amount under the earnout. The Company remeasures 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 July 1, 2017 and December 31, 2016, there were no open foreign currency contracts. At July 2, 2016, the notional value of the open foreign currency forward contracts was approximately $20.0 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 July 1, 2017 , the fair value of the Company's $266.0 million in outstanding borrowings under its secured revolving credit facility approximated carrying value. On July 19, 2017, the Company borrowed an additional $100 million under its secured revolving credit facility primarily for seasonal working capital needs, bringing total outstanding borrowings under this facility to $366 million . Fair value approximates carrying value of $366 million . • The fair value of the Company's senior notes at July 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	6 Months Ended
	Jul. 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 Two fiscal quarters ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 47,863,618 50,143,568 48,093,155 50,660,278 Dilutive effect of equity awards 550,726 469,114 552,866 468,632 Diluted number of common and common equivalent shares outstanding 48,414,344 50,612,682 48,646,021 51,128,910 Basic net income per common share (in thousands, except per share data): Net income $ 37,925 $ 36,198 $ 84,589 $ 90,178 Income allocated to participating securities (291 ) (279 ) (660 ) (720 ) Net income available to common shareholders $ 37,634 $ 35,919 $ 83,929 $ 89,458 Basic net income per common share $ 0.79 $ 0.72 $ 1.75 $ 1.77 Diluted net income per common share (in thousands, except per share data): Net income $ 37,925 $ 36,198 $ 84,589 $ 90,178 Income allocated to participating securities (289 ) (278 ) (656 ) (715 ) Net income available to common shareholders $ 37,636 $ 35,920 $ 83,933 $ 89,463 Diluted net income per common share $ 0.78 $ 0.71 $ 1.73 $ 1.75 Anti-dilutive shares excluded from diluted earnings per share computation 663,531 233,570 596,297 233,570

OTHER CURRENT AND LONG-TERM LIA

OTHER CURRENT AND LONG-TERM LIABILITIES	6 Months Ended
	Jul. 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) July 1, 2017 December 31, 2016 July 2, 2016 Accrued bonuses and incentive compensation $ 5,959 $ 16,834 $ 6,694 Accrued employee benefits 10,227 17,165 8,718 Accrued and deferred rent 17,767 15,632 13,930 Other long-term liabilities that exceeded five percent of total liabilities, at the end of any comparable period, were as follows: (dollars in thousands) July 1, 2017 December 31, 2016 July 2, 2016 Deferred lease incentives $ 74,344 $ 74,015 $ 71,884

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jul. 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	6 Months Ended
	Jul. 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 expenses were not impacted. The table below presents certain information for our reportable segments and unallocated corporate expenses for the periods indicated: Fiscal quarter ended Two fiscal quarters ended (dollars in thousands) July 1, % of July 2, % of July 1, % of July 2, % of Net sales : U.S. Wholesale $ 217,710 31.5 % $ 215,122 33.6 % $ 510,265 35.8 % $ 507,176 37.2 % U.S. Retail (a) 391,822 56.6 % 352,782 55.2 % 755,593 53.0 % 706,871 51.8 % International (b) 82,585 11.9 % 71,567 11.2 % 159,014 11.2 % 149,509 11.0 % Total net sales $ 692,117 100.0 % $ 639,471 100.0 % $ 1,424,872 100.0 % $ 1,363,556 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales % of % of U.S. Wholesale (g) $ 35,806 16.4 % $ 41,509 19.3 % $ 105,501 20.7 % $ 109,920 21.7 % U.S. Retail (a) (g) 42,342 10.8 % 36,952 10.5 % 72,242 9.6 % 76,421 10.8 % International (b) (g) 7,597 9.2 % 9,105 12.7 % 11,282 7.1 % 17,546 11.7 % Corporate expenses (c) (d) (e) (f) (21,224 ) (24,323 ) (45,938 ) (47,636 ) Total operating income $ 64,521 9.3 % $ 63,243 9.9 % $ 143,087 10.0 % $ 156,251 11.5 % (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, office occupancy, information technology, certain legal fees, consulting, and audit fees. (d) Includes expenses related to the amortization of the H.W. Carter and Sons tradenames of approximately $0.8 million and $1.7 million for the fiscal quarter and two fiscal quarters ended July 2, 2016 , respectively. (e) Includes acquisition-related expenses of approximately $0.6 million and $1.8 million for fiscal quarter the two fiscal quarters ended July 1, 2017, respectively. (f) Includes charges related to the Company's direct sourcing initiative of approximately $0.1 and $0.3 million for the fiscal quarter and two fiscal quarters ended July 1, 2017, respectively. (g) A total of $0.4 million of certain costs related to inventory acquired from Skip Hop is included in operating income between U.S. Wholesale, U.S. Retail, and International for the fiscal quarter and two fiscal quarters ended July 1, 2017.

PENDING ADOPTION OF RECENT ACCO

PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jul. 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 or 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-Topic 842 ("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 from investing activities. Payments made thereafter will be classified as cash outflows from 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 from 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. Modifications to Share-based Compensation Awards (ASU 2017-09) In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation Topic 718-Scope of Modification Accounting ("ASU 2017-09"). This guidance will clarify when changes to the terms and conditions of share-based payment awards must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions, or classification of an award changes. ASU 2017-07 is effective for the Company at the beginning of fiscal 2018, including interim periods within fiscal 2018. Early adoption is permitted. The guidance will be applied prospectively to awards modified on or after adoption. The impact that ASU 2017-09 may have on the Company's results of operations, financial condition, or cash flows subsequent to adoption will be dependent on the terms and conditions of any modifications made to share-based awards after fiscal 2017.

GUARANTOR UNAUDITED CONDENSED C

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS	6 Months Ended
	Jul. 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 July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 127,907 $ 11,435 $ 34,222 $ — $ 173,564 Accounts receivable, net — 124,885 35,765 4,533 — 165,183 Intercompany receivable — 56,526 61,911 25,588 (144,025 ) — Finished goods inventories — 346,963 207,368 68,262 (12,170 ) 610,423 Prepaid expenses and other current assets — 16,684 18,002 9,841 — 44,527 Total current assets — 672,965 334,481 142,446 (156,195 ) 993,697 Property, plant, and equipment, net — 150,796 195,209 36,467 — 382,472 Goodwill — 136,570 53,635 41,504 — 231,709 Tradenames and other intangible assets, net — 223,339 177,396 — — 400,735 Other assets — 20,901 447 1,898 — 23,246 Intercompany long-term receivable — — 411,475 — (411,475 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 749,911 936,310 167,809 — (1,854,030 ) — Total assets $ 749,911 $ 2,240,881 $ 1,340,452 $ 222,315 $ (2,521,700 ) $ 2,031,859 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 151,770 $ 47,695 $ 17,875 $ — $ 217,340 Intercompany payables — 82,539 57,034 4,452 (144,025 ) — Other current liabilities — 32,973 53,114 8,557 — 94,644 Total current liabilities — 267,282 157,843 30,884 (144,025 ) 311,984 Long-term debt, net — 661,846 — — — 661,846 Deferred income taxes — 69,750 63,400 101 — 133,251 Intercompany long-term liability — 411,475 — — (411,475 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,447 92,236 14,184 — 174,867 Stockholders' equity 749,911 762,081 926,973 177,146 (1,866,200 ) 749,911 Total liabilities and stockholders' equity $ 749,911 $ 2,240,881 $ 1,340,452 $ 222,315 $ (2,521,700 ) $ 2,031,859 As of December 31, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 229,056 $ 11,817 $ 58,485 $ — $ 299,358 Accounts receivable, net — 176,825 18,315 7,331 — 202,471 Intercompany receivable — 55,902 74,681 14,601 (145,184 ) — Finished goods inventories — 278,696 174,542 60,153 (25,800 ) 487,591 Prepaid expenses and other current assets — 11,402 16,028 4,750 — 32,180 Deferred income taxes — 18,476 15,440 1,570 — 35,486 Total current assets — 770,357 310,823 146,890 (170,984 ) 1,057,086 Property, plant, and equipment, net — 155,187 194,691 35,996 — 385,874 Goodwill — 136,570 — 39,439 — 176,009 Tradenames and other intangible assets, 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 July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080 Accounts receivable, net — 126,501 19,844 4,288 — 150,633 Intercompany receivable — 62,988 115,545 6,820 (185,353 ) — Finished goods inventories — 344,479 212,739 67,367 (37,151 ) 587,434 Prepaid expenses and other current assets — 25,362 15,142 5,685 — 46,189 Deferred income taxes — 17,452 13,545 1,819 — 32,816 Total current assets — 735,973 388,048 120,635 (222,504 ) 1,022,152 Property, plant, and equipment, net — 162,536 191,895 31,603 — 386,034 Goodwill — 136,570 — 40,970 — 177,540 Tradenames and other intangible assets, net — 223,517 85,500 — — 309,017 Other assets — 16,705 708 336 — 17,749 Intercompany long-term receivable — — 297,756 — (297,756 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 766,702 692,654 119,250 — (1,578,606 ) — Total assets $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 125,742 $ 44,406 $ 20,218 $ — $ 190,366 Intercompany payables — 120,695 61,774 2,884 (185,353 ) — Other current liabilities — 7,293 63,500 9,802 — 80,595 Total current liabilities — 253,730 169,680 32,904 (185,353 ) 270,961 Long-term debt, net — 560,964 — 19,714 — 580,678 Deferred income taxes — 83,601 45,081 — — 128,682 Intercompany long-term liability — 297,756 — — (297,756 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,051 85,078 12,340 — 165,469 Stockholders' equity 766,702 803,853 683,318 128,586 (1,615,757 ) 766,702 Total liabilities and stockholders' equity $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492 Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 352,814 $ 435,321 $ 71,886 $ (167,904 ) $ 692,117 Cost of goods sold — 260,902 257,323 37,019 (166,584 ) 388,660 Gross profit — 91,912 177,998 34,867 (1,320 ) 303,457 Selling, general, and administrative expenses — 38,295 193,865 26,292 (8,306 ) 250,146 Royalty income — (8,905 ) (4,882 ) — 2,577 (11,210 ) Operating income (loss) — 62,522 (10,985 ) 8,575 4,409 64,521 Interest expense — 7,138 1,377 6 (1,327 ) 7,194 Interest income — (1,400 ) — (6 ) 1,327 (79 ) (Income) loss in subsidiaries (37,925 ) 7,022 (6,807 ) — 37,710 — Other (income) expense, net — (257 ) 280 (567 ) — (544 ) Income (loss) before income taxes 37,925 50,019 (5,835 ) 9,142 (33,301 ) 57,950 Provision for income taxes — 16,503 1,186 2,336 — 20,025 Net income (loss) $ 37,925 $ 33,516 $ (7,021 ) $ 6,806 $ (33,301 ) $ 37,925 For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 361,366 $ 374,806 $ 66,218 $ (162,919 ) $ 639,471 Cost of goods sold — 264,791 220,976 30,976 (159,454 ) 357,289 Gross profit — 96,575 153,830 35,242 (3,465 ) 282,182 Selling, general, and administrative expenses — 40,434 173,924 22,514 (8,408 ) 228,464 Royalty income — (7,057 ) (4,514 ) — 2,046 (9,525 ) Operating income (loss) — 63,198 (15,580 ) 12,728 2,897 63,243 Interest expense — 6,667 1,861 112 (1,837 ) 6,803 Interest income — (1,989 ) — (26 ) 1,837 (178 ) (Income) loss in subsidiaries (36,198 ) 10,335 (9,397 ) — 35,260 — Other (income) expense, net — (373 ) 387 502 — 516 Income (loss) before income taxes 36,198 48,558 (8,431 ) 12,140 (32,363 ) 56,102 Provision for income taxes — 15,258 1,903 2,743 — 19,904 Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 For the two fiscal quarters ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 806,329 $ 831,100 $ 132,917 $ (345,474 ) $ 1,424,872 Cost of goods sold — 591,535 486,089 74,448 (346,459 ) 805,613 Gross profit — 214,794 345,011 58,469 985 619,259 Selling, general, and administrative expenses — 79,227 383,369 52,563 (17,219 ) 497,940 Royalty income — (17,335 ) (9,007 ) — 4,574 (21,768 ) Operating income (loss) — 152,902 (29,351 ) 5,906 13,630 143,087 Interest expense — 14,111 2,746 95 (2,654 ) 14,298 Interest income — (2,839 ) — (33 ) 2,654 (218 ) (Income) loss in subsidiaries (84,589 ) 28,053 (4,358 ) — 60,894 — Other (income) expense, net — (625 ) 648 (788 ) — (765 ) Income (loss) before income taxes 84,589 114,202 (28,387 ) 6,632 (47,264 ) 129,772 Provision for (benefit from) income taxes — 43,243 (334 ) 2,274 — 45,183 Net income (loss) $ 84,589 $ 70,959 $ (28,053 ) $ 4,358 $ (47,264 ) $ 84,589 For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 812,562 $ 756,086 $ 122,048 $ (327,140 ) $ 1,363,556 Cost of goods sold — 585,891 432,004 64,067 (311,517 ) 770,445 Gross profit — 226,671 324,082 57,981 (15,623 ) 593,111 Selling, general, and administrative expenses — 83,021 346,066 45,891 (17,518 ) 457,460 Royalty income — (16,129 ) (8,725 ) — 4,254 (20,600 ) Operating income (loss) — 159,779 (13,259 ) 12,090 (2,359 ) 156,251 Interest expense — 13,275 2,706 215 (2,654 ) 13,542 Interest income — (2,974 ) — (65 ) 2,654 (385 ) (Income) loss in subsidiaries (90,178 ) 16,831 (6,057 ) — 79,404 — Other expense (income), net — (173 ) 173 3,709 — 3,709 Income (loss) before income taxes 90,178 132,820 (10,081 ) 8,231 (81,763 ) 139,385 Provision for income taxes — 40,284 6,749 2,174 — 49,207 Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 37,925 $ 33,516 $ (7,021 ) $ 6,806 $ (33,301 ) $ 37,925 Foreign currency translation adjustments 3,140 3,140 3,140 3,140 (9,420 ) 3,140 Comprehensive income (loss) $ 41,065 $ 36,656 $ (3,881 ) $ 9,946 $ (42,721 ) $ 41,065 For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 Foreign currency translation adjustments 548 548 548 548 (1,644 ) 548 Comprehensive income (loss) $ 36,746 $ 33,848 $ (9,786 ) $ 9,945 $ (34,007 ) $ 36,746 CARTER’S, INC. Condensed Consolidating Statements of Comprehensive Income (unaudited) For the two fiscal quarters ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 84,589 $ 70,959 $ (28,053 ) $ 4,358 $ (47,264 ) $ 84,589 Foreign currency translation adjustments 4,087 4,087 4,087 4,087 (12,261 ) 4,087 Comprehensive income (loss) $ 88,676 $ 75,046 $ (23,966 ) $ 8,445 $ (59,525 ) $ 88,676 For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178 Foreign currency translation adjustments 5,834 5,834 5,834 5,834 (17,502 ) 5,834 Comprehensive income (loss) $ 96,012 $ 98,370 $ (10,996 ) $ 11,891 $ (99,265 ) $ 96,012 Condensed Consolidating Statements of Cash Flows (unaudited) For the two fiscal quarters ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 120,884 $ (13,661 ) $ 110 $ — $ 107,333 Cash flows from investing activities: Capital expenditures — (10,594 ) (19,719 ) (3,963 ) — (34,276 ) Intercompany investing activity 136,535 (2,468 ) — — (134,067 ) — Acquisition of business, net of cash acquired — (144,520 ) 746 70 — (143,704 ) Net cash provided by (used in) investing activities 136,535 (157,582 ) (18,973 ) (3,893 ) (134,067 ) (177,980 ) Cash flows from financing activities: Intercompany financing activity — (164,451 ) 32,252 (1,868 ) 134,067 — Borrowings under secured revolving credit facility — 100,000 — — — 100,000 Payments on secured revolving credit facility — — — (18,965 ) — (18,965 ) Dividends paid (35,831 ) — — — — (35,831 ) Repurchases of common stock (98,236 ) — — — — (98,236 ) Withholdings from vestings of restricted stock (5,590 ) — — — — (5,590 ) Proceeds from exercises of stock options 3,122 — — — — 3,122 Net cash (used in) provided by financing activities (136,535 ) (64,451 ) 32,252 (20,833 ) 134,067 (55,500 ) Effect of exchange rate changes on cash — — — 353 — 353 Net decrease in cash and cash equivalents — (101,149 ) (382 ) (24,263 ) — (125,794 ) Cash and cash equivalents, beginning of period — 229,056 11,817 58,485 — 299,358 Cash and cash equivalents, end of period $ — $ 127,907 $ 11,435 $ 34,222 $ — $ 173,564 For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 75,255 $ 12,749 $ (2,405 ) $ — $ 85,599 Cash flows from investing activities: Capital expenditures — (15,895 ) (30,274 ) (3,529 ) — (49,698 ) Intercompany investing activity 217,295 (1,784 ) (1,623 ) — (213,888 ) — Proceeds from sale of property, plant and equipment — — — 193 — 193 Net cash provided by (used in) investing activities 217,295 (17,679 ) (31,897 ) (3,336 ) (213,888 ) (49,505 ) Cash flows from financing activities: Intercompany financing activity — (226,217 ) 14,106 (1,777 ) 213,888 — Dividends Paid (33,679 ) — — — — (33,679 ) Income tax benefit from stock-based compensation — 2,061 1,623 — — 3,684 Repurchases of common stock (180,209 ) — — — — (180,209 ) Withholdings from vestings of restricted stock (8,508 ) — — — — (8,508 ) Proceeds from exercises of stock options 5,101 — — — — 5,101 Net cash (used in) provided by financing activities (217,295 ) (224,156 ) 15,729 (1,777 ) 213,888 (213,611 ) Effect of exchange rate changes on cash — — — 1,388 — 1,388 Net decrease in cash and cash equivalents — (166,580 ) (3,419 ) (6,130 ) — (176,129 ) Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080

BASIS OF PREPARATION AND BUSI24

BASIS OF PREPARATION AND BUSINESS ACQUISITION (Policies)	6 Months Ended
	Jul. 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's 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 second quarter and first two quarters of fiscal 2017, the Company’s provision for income taxes on its consolidated statement of operations includes a benefit of approximately $0.2 million and $1.2 million , respectively, related to net excess income tax benefits for settlements of share-based payments during the those fiscal periods. For the second quarter and first two quarters of fiscal 2016, the Company recognized net excess income tax benefits of approximately $0.6 million and $3.7 million , respectively, for share-based payments settled during those periods. These net tax benefits were recorded directly to the Company’s consolidated statement of stockholders’ equity and have 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) At the beginning of the first quarter of fiscal 2017, the Company prospectively adopted the provisions of ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). 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.

BASIS OF PREPARATION AND BUSI25

BASIS OF PREPARATION AND BUSINESS ACQUISITION (Tables)	6 Months Ended
	Jul. 01, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Business Acquisitions	Provisional amounts recognized at acquisition in the first quarter of fiscal 2017 and the measurement period adjustments made during the second quarter of fiscal 2017 were as follows: (in millions) Revised Provisional Measurement Period Provisional Amounts Adjustments Amounts Net assets acquired: Assets acquired $ 55.5 $ (0.6 ) $ 54.9 Liabilities assumed (23.2 ) 3.0 (20.2 ) Net assets acquired 32.3 2.4 34.7 Goodwill * 56.6 (2.4 ) 54.2 Tradename 56.8 — 56.8 Customer relationships 35.9 — 35.9 Deferred income tax liabilities (33.5 ) — (33.5 ) Preliminary purchase price 148.1 — 148.1 Less cash acquired (0.8 ) — (0.8 ) Less estimated contingent consideration (3.6 ) — (3.6 ) Net cash paid $ 143.7 — $ 143.7 * Not deductible for income taxes

ACCUMULATED OTHER COMPREHENSI26

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	6 Months Ended
	Jul. 01, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Schedule of Accumulated Other Comprehensive Loss	The components of accumulated other comprehensive loss consisted of the following: (dollars in thousands) July 1, 2017 December 31, 2016 July 2, 2016 Cumulative foreign currency translation adjustments $ (23,537 ) $ (27,624 ) $ (23,752 ) Pension and post-retirement obligations (1) (7,116 ) (7,116 ) (6,781 ) Total accumulated other comprehensive loss $ (30,653 ) $ (34,740 ) $ (30,533 )

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jul. 01, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets table	The Company's goodwill and intangible assets were as follows: July 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 40,897 — 40,897 39,439 — 39,439 Skip Hop acquisition (1) Indefinite 54,242 — 54,242 — — — Total goodwill $ 231,709 $ — $ 231,709 $ 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 2-20 years 42,021 38,915 3,106 42,005 38,810 3,195 Total tradenames $ 404,554 $ 38,915 $ 365,639 $ 347,738 $ 38,810 $ 308,928 Skip Hop customer relationships (1) 15 years 35,900 804 35,096 — — — Total tradenames and other intangibles, net $ 440,454 $ 39,719 $ 400,735 $ 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. July 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 40,970 — 40,970 Total goodwill $ 177,540 $ — $ 177,540 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Finite-life tradenames 2-20 years 42,022 38,738 3,284 Total tradenames $ 347,755 $ 38,738 $ 309,017

COMMON STOCK (Tables)

COMMON STOCK (Tables)	6 Months Ended
	Jul. 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 Two fiscal quarters ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Number of shares repurchased 587,465 1,049,483 1,131,409 1,771,847 Aggregate cost of shares repurchased (dollars in thousands) $ 51,605 $ 108,648 $ 98,236 $ 180,209 Average price per share $ 87.84 $ 103.52 $ 86.82 $ 101.71

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	6 Months Ended
	Jul. 01, 2017
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consisted of the following: (dollars in thousands) July 1, 2017 December 31, 2016 July 2, 2016 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (4,154 ) (4,601 ) (5,036 ) Senior notes, net 395,846 395,399 394,964 Secured revolving credit facility 266,000 184,977 185,714 Total long-term debt, net $ 661,846 $ 580,376 $ 580,678

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jul. 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 Two fiscal quarters ended (dollars in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Stock options $ 955 $ 981 $ 2,199 $ 2,277 Restricted stock: Time-based awards 2,832 1,717 5,144 3,862 Performance-based awards 1,080 832 2,303 1,947 Stock awards — 1,164 — 1,164 Total $ 4,867 $ 4,694 $ 9,646 $ 9,250

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	6 Months Ended
	Jul. 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 Two fiscal quarters ended (dollars in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Interest cost $ 611 $ 629 $ 1,222 $ 1,258 Expected return on plan assets (650 ) (676 ) (1,300 ) (1,352 ) Recognized actuarial loss 170 145 340 290 Net periodic pension cost $ 131 $ 98 $ 262 $ 196
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 Two fiscal quarters ended (dollars in thousands) July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Service cost – benefits attributed to service during the period $ 7 $ 31 $ 14 $ 62 Interest cost on accumulated post-retirement benefit obligation 34 44 68 88 Amortization net actuarial gain (76 ) (49 ) (152 ) (98 ) Total net periodic post-retirement (benefit) cost $ (35 ) $ 26 $ (70 ) $ 52

FAIR VALUE MEASUREMENTS FAIR VA

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jul. 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: July 1, 2017 December 31, 2016 July 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) $ 15.3 — — $ 12.3 — — $ 10.9 — — Liabilities Contingent consideration (2) — — $ 3.6 — — — — — — Foreign exchange forward contracts (3) — — — — — — — $ 1.3 — (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 Other Current Liabilities on the Company's consolidated balance sheet.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jul. 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 Two fiscal quarters ended July 1, 2017 July 2, 2016 July 1, 2017 July 2, 2016 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 47,863,618 50,143,568 48,093,155 50,660,278 Dilutive effect of equity awards 550,726 469,114 552,866 468,632 Diluted number of common and common equivalent shares outstanding 48,414,344 50,612,682 48,646,021 51,128,910 Basic net income per common share (in thousands, except per share data): Net income $ 37,925 $ 36,198 $ 84,589 $ 90,178 Income allocated to participating securities (291 ) (279 ) (660 ) (720 ) Net income available to common shareholders $ 37,634 $ 35,919 $ 83,929 $ 89,458 Basic net income per common share $ 0.79 $ 0.72 $ 1.75 $ 1.77 Diluted net income per common share (in thousands, except per share data): Net income $ 37,925 $ 36,198 $ 84,589 $ 90,178 Income allocated to participating securities (289 ) (278 ) (656 ) (715 ) Net income available to common shareholders $ 37,636 $ 35,920 $ 83,933 $ 89,463 Diluted net income per common share $ 0.78 $ 0.71 $ 1.73 $ 1.75 Anti-dilutive shares excluded from diluted earnings per share computation 663,531 233,570 596,297 233,570

OTHER CURRENT AND LONG-TERM L34

OTHER CURRENT AND LONG-TERM LIABILITIES (Tables)	6 Months Ended
	Jul. 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) July 1, 2017 December 31, 2016 July 2, 2016 Accrued bonuses and incentive compensation $ 5,959 $ 16,834 $ 6,694 Accrued employee benefits 10,227 17,165 8,718 Accrued and deferred rent 17,767 15,632 13,930
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) July 1, 2017 December 31, 2016 July 2, 2016 Deferred lease incentives $ 74,344 $ 74,015 $ 71,884

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jul. 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 Two fiscal quarters ended (dollars in thousands) July 1, % of July 2, % of July 1, % of July 2, % of Net sales : U.S. Wholesale $ 217,710 31.5 % $ 215,122 33.6 % $ 510,265 35.8 % $ 507,176 37.2 % U.S. Retail (a) 391,822 56.6 % 352,782 55.2 % 755,593 53.0 % 706,871 51.8 % International (b) 82,585 11.9 % 71,567 11.2 % 159,014 11.2 % 149,509 11.0 % Total net sales $ 692,117 100.0 % $ 639,471 100.0 % $ 1,424,872 100.0 % $ 1,363,556 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales % of % of U.S. Wholesale (g) $ 35,806 16.4 % $ 41,509 19.3 % $ 105,501 20.7 % $ 109,920 21.7 % U.S. Retail (a) (g) 42,342 10.8 % 36,952 10.5 % 72,242 9.6 % 76,421 10.8 % International (b) (g) 7,597 9.2 % 9,105 12.7 % 11,282 7.1 % 17,546 11.7 % Corporate expenses (c) (d) (e) (f) (21,224 ) (24,323 ) (45,938 ) (47,636 ) Total operating income $ 64,521 9.3 % $ 63,243 9.9 % $ 143,087 10.0 % $ 156,251 11.5 % (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, office occupancy, information technology, certain legal fees, consulting, and audit fees. (d) Includes expenses related to the amortization of the H.W. Carter and Sons tradenames of approximately $0.8 million and $1.7 million for the fiscal quarter and two fiscal quarters ended July 2, 2016 , respectively. (e) Includes acquisition-related expenses of approximately $0.6 million and $1.8 million for fiscal quarter the two fiscal quarters ended July 1, 2017, respectively. (f) Includes charges related to the Company's direct sourcing initiative of approximately $0.1 and $0.3 million for the fiscal quarter and two fiscal quarters ended July 1, 2017, respectively. (g) A total of $0.4 million of certain costs related to inventory acquired from Skip Hop is included in operating income between U.S. Wholesale, U.S. Retail, and International for the fiscal quarter and two fiscal quarters ended July 1, 2017.

GUARANTOR UNAUDITED CONDENSED36

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables)	6 Months Ended
	Jul. 01, 2017
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Condensed Consolidating Balance Sheets	Condensed Consolidating Balance Sheets (unaudited) As of July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 127,907 $ 11,435 $ 34,222 $ — $ 173,564 Accounts receivable, net — 124,885 35,765 4,533 — 165,183 Intercompany receivable — 56,526 61,911 25,588 (144,025 ) — Finished goods inventories — 346,963 207,368 68,262 (12,170 ) 610,423 Prepaid expenses and other current assets — 16,684 18,002 9,841 — 44,527 Total current assets — 672,965 334,481 142,446 (156,195 ) 993,697 Property, plant, and equipment, net — 150,796 195,209 36,467 — 382,472 Goodwill — 136,570 53,635 41,504 — 231,709 Tradenames and other intangible assets, net — 223,339 177,396 — — 400,735 Other assets — 20,901 447 1,898 — 23,246 Intercompany long-term receivable — — 411,475 — (411,475 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 749,911 936,310 167,809 — (1,854,030 ) — Total assets $ 749,911 $ 2,240,881 $ 1,340,452 $ 222,315 $ (2,521,700 ) $ 2,031,859 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 151,770 $ 47,695 $ 17,875 $ — $ 217,340 Intercompany payables — 82,539 57,034 4,452 (144,025 ) — Other current liabilities — 32,973 53,114 8,557 — 94,644 Total current liabilities — 267,282 157,843 30,884 (144,025 ) 311,984 Long-term debt, net — 661,846 — — — 661,846 Deferred income taxes — 69,750 63,400 101 — 133,251 Intercompany long-term liability — 411,475 — — (411,475 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,447 92,236 14,184 — 174,867 Stockholders' equity 749,911 762,081 926,973 177,146 (1,866,200 ) 749,911 Total liabilities and stockholders' equity $ 749,911 $ 2,240,881 $ 1,340,452 $ 222,315 $ (2,521,700 ) $ 2,031,859 As of December 31, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 229,056 $ 11,817 $ 58,485 $ — $ 299,358 Accounts receivable, net — 176,825 18,315 7,331 — 202,471 Intercompany receivable — 55,902 74,681 14,601 (145,184 ) — Finished goods inventories — 278,696 174,542 60,153 (25,800 ) 487,591 Prepaid expenses and other current assets — 11,402 16,028 4,750 — 32,180 Deferred income taxes — 18,476 15,440 1,570 — 35,486 Total current assets — 770,357 310,823 146,890 (170,984 ) 1,057,086 Property, plant, and equipment, net — 155,187 194,691 35,996 — 385,874 Goodwill — 136,570 — 39,439 — 176,009 Tradenames and other intangible assets, 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 July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080 Accounts receivable, net — 126,501 19,844 4,288 — 150,633 Intercompany receivable — 62,988 115,545 6,820 (185,353 ) — Finished goods inventories — 344,479 212,739 67,367 (37,151 ) 587,434 Prepaid expenses and other current assets — 25,362 15,142 5,685 — 46,189 Deferred income taxes — 17,452 13,545 1,819 — 32,816 Total current assets — 735,973 388,048 120,635 (222,504 ) 1,022,152 Property, plant, and equipment, net — 162,536 191,895 31,603 — 386,034 Goodwill — 136,570 — 40,970 — 177,540 Tradenames and other intangible assets, net — 223,517 85,500 — — 309,017 Other assets — 16,705 708 336 — 17,749 Intercompany long-term receivable — — 297,756 — (297,756 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 766,702 692,654 119,250 — (1,578,606 ) — Total assets $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 125,742 $ 44,406 $ 20,218 $ — $ 190,366 Intercompany payables — 120,695 61,774 2,884 (185,353 ) — Other current liabilities — 7,293 63,500 9,802 — 80,595 Total current liabilities — 253,730 169,680 32,904 (185,353 ) 270,961 Long-term debt, net — 560,964 — 19,714 — 580,678 Deferred income taxes — 83,601 45,081 — — 128,682 Intercompany long-term liability — 297,756 — — (297,756 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,051 85,078 12,340 — 165,469 Stockholders' equity 766,702 803,853 683,318 128,586 (1,615,757 ) 766,702 Total liabilities and stockholders' equity $ 766,702 $ 2,067,955 $ 1,083,157 $ 193,544 $ (2,198,866 ) $ 1,912,492
Condensed Consolidating Statements of Operations	Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 352,814 $ 435,321 $ 71,886 $ (167,904 ) $ 692,117 Cost of goods sold — 260,902 257,323 37,019 (166,584 ) 388,660 Gross profit — 91,912 177,998 34,867 (1,320 ) 303,457 Selling, general, and administrative expenses — 38,295 193,865 26,292 (8,306 ) 250,146 Royalty income — (8,905 ) (4,882 ) — 2,577 (11,210 ) Operating income (loss) — 62,522 (10,985 ) 8,575 4,409 64,521 Interest expense — 7,138 1,377 6 (1,327 ) 7,194 Interest income — (1,400 ) — (6 ) 1,327 (79 ) (Income) loss in subsidiaries (37,925 ) 7,022 (6,807 ) — 37,710 — Other (income) expense, net — (257 ) 280 (567 ) — (544 ) Income (loss) before income taxes 37,925 50,019 (5,835 ) 9,142 (33,301 ) 57,950 Provision for income taxes — 16,503 1,186 2,336 — 20,025 Net income (loss) $ 37,925 $ 33,516 $ (7,021 ) $ 6,806 $ (33,301 ) $ 37,925 For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 361,366 $ 374,806 $ 66,218 $ (162,919 ) $ 639,471 Cost of goods sold — 264,791 220,976 30,976 (159,454 ) 357,289 Gross profit — 96,575 153,830 35,242 (3,465 ) 282,182 Selling, general, and administrative expenses — 40,434 173,924 22,514 (8,408 ) 228,464 Royalty income — (7,057 ) (4,514 ) — 2,046 (9,525 ) Operating income (loss) — 63,198 (15,580 ) 12,728 2,897 63,243 Interest expense — 6,667 1,861 112 (1,837 ) 6,803 Interest income — (1,989 ) — (26 ) 1,837 (178 ) (Income) loss in subsidiaries (36,198 ) 10,335 (9,397 ) — 35,260 — Other (income) expense, net — (373 ) 387 502 — 516 Income (loss) before income taxes 36,198 48,558 (8,431 ) 12,140 (32,363 ) 56,102 Provision for income taxes — 15,258 1,903 2,743 — 19,904 Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 Condensed Consolidating Statements of Operations (unaudited) For the two fiscal quarters ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 806,329 $ 831,100 $ 132,917 $ (345,474 ) $ 1,424,872 Cost of goods sold — 591,535 486,089 74,448 (346,459 ) 805,613 Gross profit — 214,794 345,011 58,469 985 619,259 Selling, general, and administrative expenses — 79,227 383,369 52,563 (17,219 ) 497,940 Royalty income — (17,335 ) (9,007 ) — 4,574 (21,768 ) Operating income (loss) — 152,902 (29,351 ) 5,906 13,630 143,087 Interest expense — 14,111 2,746 95 (2,654 ) 14,298 Interest income — (2,839 ) — (33 ) 2,654 (218 ) (Income) loss in subsidiaries (84,589 ) 28,053 (4,358 ) — 60,894 — Other (income) expense, net — (625 ) 648 (788 ) — (765 ) Income (loss) before income taxes 84,589 114,202 (28,387 ) 6,632 (47,264 ) 129,772 Provision for (benefit from) income taxes — 43,243 (334 ) 2,274 — 45,183 Net income (loss) $ 84,589 $ 70,959 $ (28,053 ) $ 4,358 $ (47,264 ) $ 84,589 For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 812,562 $ 756,086 $ 122,048 $ (327,140 ) $ 1,363,556 Cost of goods sold — 585,891 432,004 64,067 (311,517 ) 770,445 Gross profit — 226,671 324,082 57,981 (15,623 ) 593,111 Selling, general, and administrative expenses — 83,021 346,066 45,891 (17,518 ) 457,460 Royalty income — (16,129 ) (8,725 ) — 4,254 (20,600 ) Operating income (loss) — 159,779 (13,259 ) 12,090 (2,359 ) 156,251 Interest expense — 13,275 2,706 215 (2,654 ) 13,542 Interest income — (2,974 ) — (65 ) 2,654 (385 ) (Income) loss in subsidiaries (90,178 ) 16,831 (6,057 ) — 79,404 — Other expense (income), net — (173 ) 173 3,709 — 3,709 Income (loss) before income taxes 90,178 132,820 (10,081 ) 8,231 (81,763 ) 139,385 Provision for income taxes — 40,284 6,749 2,174 — 49,207 Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178
Condensed Consolidating Statements of Comprehensive Income	Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 37,925 $ 33,516 $ (7,021 ) $ 6,806 $ (33,301 ) $ 37,925 Foreign currency translation adjustments 3,140 3,140 3,140 3,140 (9,420 ) 3,140 Comprehensive income (loss) $ 41,065 $ 36,656 $ (3,881 ) $ 9,946 $ (42,721 ) $ 41,065 For the fiscal quarter ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 36,198 $ 33,300 $ (10,334 ) $ 9,397 $ (32,363 ) $ 36,198 Foreign currency translation adjustments 548 548 548 548 (1,644 ) 548 Comprehensive income (loss) $ 36,746 $ 33,848 $ (9,786 ) $ 9,945 $ (34,007 ) $ 36,746 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the two fiscal quarters ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 84,589 $ 70,959 $ (28,053 ) $ 4,358 $ (47,264 ) $ 84,589 Foreign currency translation adjustments 4,087 4,087 4,087 4,087 (12,261 ) 4,087 Comprehensive income (loss) $ 88,676 $ 75,046 $ (23,966 ) $ 8,445 $ (59,525 ) $ 88,676 For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 90,178 $ 92,536 $ (16,830 ) $ 6,057 $ (81,763 ) $ 90,178 Foreign currency translation adjustments 5,834 5,834 5,834 5,834 (17,502 ) 5,834 Comprehensive income (loss) $ 96,012 $ 98,370 $ (10,996 ) $ 11,891 $ (99,265 ) $ 96,012
Condensed Consolidating Statements of Cash Flows	Condensed Consolidating Statements of Cash Flows (unaudited) For the two fiscal quarters ended July 1, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 120,884 $ (13,661 ) $ 110 $ — $ 107,333 Cash flows from investing activities: Capital expenditures — (10,594 ) (19,719 ) (3,963 ) — (34,276 ) Intercompany investing activity 136,535 (2,468 ) — — (134,067 ) — Acquisition of business, net of cash acquired — (144,520 ) 746 70 — (143,704 ) Net cash provided by (used in) investing activities 136,535 (157,582 ) (18,973 ) (3,893 ) (134,067 ) (177,980 ) Cash flows from financing activities: Intercompany financing activity — (164,451 ) 32,252 (1,868 ) 134,067 — Borrowings under secured revolving credit facility — 100,000 — — — 100,000 Payments on secured revolving credit facility — — — (18,965 ) — (18,965 ) Dividends paid (35,831 ) — — — — (35,831 ) Repurchases of common stock (98,236 ) — — — — (98,236 ) Withholdings from vestings of restricted stock (5,590 ) — — — — (5,590 ) Proceeds from exercises of stock options 3,122 — — — — 3,122 Net cash (used in) provided by financing activities (136,535 ) (64,451 ) 32,252 (20,833 ) 134,067 (55,500 ) Effect of exchange rate changes on cash — — — 353 — 353 Net decrease in cash and cash equivalents — (101,149 ) (382 ) (24,263 ) — (125,794 ) Cash and cash equivalents, beginning of period — 229,056 11,817 58,485 — 299,358 Cash and cash equivalents, end of period $ — $ 127,907 $ 11,435 $ 34,222 $ — $ 173,564 For the two fiscal quarters ended July 2, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by (used in) operating activities: $ — $ 75,255 $ 12,749 $ (2,405 ) $ — $ 85,599 Cash flows from investing activities: Capital expenditures — (15,895 ) (30,274 ) (3,529 ) — (49,698 ) Intercompany investing activity 217,295 (1,784 ) (1,623 ) — (213,888 ) — Proceeds from sale of property, plant and equipment — — — 193 — 193 Net cash provided by (used in) investing activities 217,295 (17,679 ) (31,897 ) (3,336 ) (213,888 ) (49,505 ) Cash flows from financing activities: Intercompany financing activity — (226,217 ) 14,106 (1,777 ) 213,888 — Dividends Paid (33,679 ) — — — — (33,679 ) Income tax benefit from stock-based compensation — 2,061 1,623 — — 3,684 Repurchases of common stock (180,209 ) — — — — (180,209 ) Withholdings from vestings of restricted stock (8,508 ) — — — — (8,508 ) Proceeds from exercises of stock options 5,101 — — — — 5,101 Net cash (used in) provided by financing activities (217,295 ) (224,156 ) 15,729 (1,777 ) 213,888 (213,611 ) Effect of exchange rate changes on cash — — — 1,388 — 1,388 Net decrease in cash and cash equivalents — (166,580 ) (3,419 ) (6,130 ) — (176,129 ) Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 159,191 $ 11,233 $ 34,656 $ — $ 205,080

THE COMPANY (Details)

THE COMPANY (Details)	Jul. 01, 2017store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of locations	978

BASIS OF PREPARATION AND BUSI38

BASIS OF PREPARATION AND BUSINESS ACQUISITION (Skip Hop Acquisition) (Details) - USD ($)	Feb. 23, 2017	Jul. 01, 2017	Jul. 02, 2016	Jun. 30, 2017	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
Business Acquisition [Line Items]
Net sales		$ 692,117,000	$ 639,471,000		$ 1,424,872,000	$ 1,363,556,000
Operating Income (Loss)		64,521,000	63,243,000		143,087,000	156,251,000
Net assets acquired:
Goodwill		231,709,000	$ 177,540,000		$ 231,709,000	$ 177,540,000	$ 176,009,000
Skip Hop [Member]
Business Acquisition [Line Items]
Percentage of Voting Interests Acquired	100.00%
Net sales		25,000,000		$ 35,400,000
Operating Income (Loss)		$ (800,000)		$ (400,000)
Contingent Consideration	$ 10,000,000
Net assets acquired:
Assets acquired	54,900,000
Liabilities assumed	(20,200,000)
Net assets acquired	34,700,000
Goodwill	54,200,000
Deferred income tax liabilities	(33,500,000)
Preliminary purchase price	148,100,000
Less cash acquired	(800,000)
Less estimated contingent consideration	(3,600,000)
Net cash paid	143,700,000
Skip Hop [Member] | Tradenames [Member]
Net assets acquired:
Intangible Assets	56,800,000
Skip Hop [Member] | Customer Relationships [Member]
Net assets acquired:
Intangible Assets	35,900,000
Provisional Amounts [Member] | Skip Hop [Member]
Net assets acquired:
Assets acquired	55,500,000
Liabilities assumed	(23,200,000)
Net assets acquired	32,300,000
Goodwill	56,600,000
Deferred income tax liabilities	(33,500,000)
Preliminary purchase price	148,100,000
Less cash acquired	(800,000)
Less estimated contingent consideration	(3,600,000)
Net cash paid	143,700,000
Provisional Amounts [Member] | Skip Hop [Member] | Tradenames [Member]
Net assets acquired:
Intangible Assets	56,800,000
Provisional Amounts [Member] | Skip Hop [Member] | Customer Relationships [Member]
Net assets acquired:
Intangible Assets	35,900,000
Measurement Period Adjustments [Member] | Skip Hop [Member]
Net assets acquired:
Assets acquired	(600,000)
Liabilities assumed	3,000,000
Net assets acquired	2,400,000
Goodwill	(2,400,000)
Deferred income tax liabilities	0
Preliminary purchase price	0
Less cash acquired	0
Less estimated contingent consideration	0
Net cash paid	0
Measurement Period Adjustments [Member] | Skip Hop [Member] | Tradenames [Member]
Net assets acquired:
Intangible Assets	0
Measurement Period Adjustments [Member] | Skip Hop [Member] | Customer Relationships [Member]
Net assets acquired:
Intangible Assets	$ 0

BASIS OF PREPARATION AND BUSI39

BASIS OF PREPARATION AND BUSINESS ACQUISITION (Adoption of New Accounting Pronouncements) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Excess Tax Benefit	$ 0.2	$ 0.6	$ 1.2	$ 3.7

ACCUMULATED OTHER COMPREHENSI40

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	$ (30,653)	$ (30,533)	$ (30,653)	$ (30,533)	$ (34,740)
Foreign currency translation adjustments	3,140	548	4,087	5,834
Cumulative Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	(23,537)	(23,752)	(23,537)	(23,752)	(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)	(6,781)	(7,116)
Tax impact			$ 4,200	$ 4,000	$ 4,200

GOODWILL AND INTANGIBLE ASSET41

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016	Jan. 03, 2015	Feb. 23, 2017	Dec. 31, 2016
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	$ 231,709	$ 177,540	$ 231,709	$ 177,540			$ 176,009
Goodwill, Net amount	231,709	177,540	231,709	177,540			176,009
Finite intangible assets, Accumulated amortization	39,719		39,719				38,810
Total tradenames and other intangibles, net, gross amount	440,454		440,454				347,738
Total, Net amount	400,735	309,017	400,735	309,017			308,928
Carter's Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	136,570	136,570	136,570	136,570			136,570
Goodwill, Net amount	136,570	136,570	136,570	136,570			136,570
Canada Acquisition Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	40,897	40,970	40,897	40,970			39,439
Goodwill, Net amount	40,897	40,970	40,897	40,970			39,439
Carter's Tradename [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	220,233	220,233	220,233	220,233			220,233
Oshkosh Trade Name [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	85,500	85,500	85,500	85,500			85,500
Skip Hop Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	54,242		54,242				0
Goodwill, Net amount	54,242		54,242				0
Skip Hop Trade Name [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	56,800		56,800				0
Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Accumulated amortization	38,915	38,738	38,915	38,738			38,810
Intangible assets, Gross amount	404,554	347,755	404,554	347,755			347,738
Indefinite-lived trademarks	365,639	309,017	365,639	309,017			308,928
Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Gross amount	42,021	42,022	42,021	42,022			42,005
Finite intangible assets, Accumulated amortization	38,915	38,738	38,915	38,738			38,810
Finite-Lived Intangible Assets, Net	3,106	3,284	3,106	3,284			$ 3,195
Indefinite-lived intangible assets acquired					$ 3,600
Useful life					20 years
Amortization costs		$ 800	$ 200	$ 1,700
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		$ 35,900
Finite intangible assets, Accumulated amortization	804		804
Finite-Lived Intangible Assets, Net	35,096		$ 35,096
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						$ 54,200
Useful life			15 years
Amortization costs	600		$ 800
Remainder of 2017	$ 2,400		$ 2,400

COMMON STOCK (Share Repurchases

COMMON STOCK (Share Repurchases) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Stockholders' Equity Note [Abstract]
Remaining capacity under authorization	$ 176,200		$ 176,200
Number of shares repurchased (shares)	587,465	1,049,483	1,131,409	1,771,847
Aggregate cost of shares repurchased	$ 51,605	$ 108,648	$ 98,236	$ 180,209
Average price per share (USD per share)	$ 87.84	$ 103.52	$ 86.82	$ 101.71
Dividend declared per common share (USD per share)	$ 0.37	$ 0.33	$ 0.74	$ 0.66

LONG-TERM DEBT (Schedule of Lon

LONG-TERM DEBT (Schedule of Long Term Debt) (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016
Debt Instrument [Line Items]
Long-term debt	$ 661,846	$ 580,376	$ 580,678
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	400,000	400,000	400,000
Less unamortized issuance-related costs for senior notes	(4,154)	(4,601)	(5,036)
Senior notes, net	395,846	395,399	394,964
Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Long-term debt	$ 266,000	$ 184,977	$ 185,714

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) - USD ($)	Jul. 19, 2017	Jul. 01, 2017	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 500,000,000	$ 500,000,000
Borrowings under secured revolving credit facility			100,000,000	$ 0
Long-term debt		661,846,000	661,846,000	580,678,000	$ 580,376,000
Outstanding letters of credit		4,500,000	4,500,000
Incremental Facilities [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 250,000,000	$ 250,000,000
LIBOR [Member]
Debt Instrument [Line Items]
Interest rate (as a percentage)		1.375%	1.375%
LIBOR [Member] | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		1.125%
LIBOR [Member] | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		1.875%
Base Rate [Member] | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.125%
Base Rate [Member] | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		0.875%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 100,000,000	$ 100,000,000
Long-term debt		266,000,000	266,000,000	185,714,000	184,977,000
Available for future borrowing		$ 229,500,000	$ 229,500,000
Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Description of variable rate basis			LIBOR
Revolving Credit Facility [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Interest rate (as a percentage)		0.375%	0.375%
Swingline BOA [Member] | Multicurrency Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 15,000,000	$ 15,000,000
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt		$ 400,000,000	$ 400,000,000	$ 400,000,000	$ 400,000,000
Interest rate (as a percentage)		5.25%	5.25%
United States of America, Dollars
Debt Instrument [Line Items]
Borrowings under secured revolving credit facility			$ 175,000,000
United States of America, Dollars | Incremental Facilities [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 200,000,000	200,000,000
United States of America, Dollars | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 400,000,000	$ 400,000,000
United States of America, Dollars | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percentage)		2.55%	2.55%
United States of America, Dollars | Swingline BOA [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 50,000,000	$ 50,000,000
Canada, Dollars
Debt Instrument [Line Items]
Borrowings under secured revolving credit facility			40,000,000
Canada, Dollars | Incremental Facilities [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 50,000,000	$ 50,000,000
Revolving Credit Facility [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 100,000,000
Outstanding borrowings	366,000,000
Long-term debt	$ 366,000,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	$ 4,867	$ 4,694	$ 9,646	$ 9,250
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	955	981	2,199	2,277
Time-based restricted stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	2,832	1,717	5,144	3,862
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	1,080	832	2,303	1,947
Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	$ 0	$ 1,164	$ 0	$ 1,164

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Pension Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost on accumulated post-retirement benefit obligation	$ 611	$ 629	$ 1,222	$ 1,258
Expected return on plan assets	(650)	(676)	(1,300)	(1,352)
Amortization of net actuarial loss (gain)	170	145	340	290
Net periodic pension cost	131	98	262	196
Post-retirement Benefit [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits attributed to service during the period	7	31	14	62
Interest cost on accumulated post-retirement benefit obligation	34	44	68	88
Amortization of net actuarial loss (gain)	(76)	(49)	(152)	(98)
Net periodic pension cost	$ (35)	$ 26	$ (70)	$ 52

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Gross unrecognized tax benefits	$ 11,500		$ 11,500
Unrecognized tax benefits that if recognized would impact effective tax rate	8,200		8,200
Reserves for unrecognized tax benefits	1,500		1,500
Interest accrued on uncertain tax positions	1,100	$ 800	1,100	$ 800	$ 800
Excess Tax Benefit	200	600	$ 1,200	3,700
Effective income tax rate			35.00%
Business Acquisition [Line Items]
Deferred income taxes	133,251	$ 128,682	$ 133,251	$ 128,682	$ 130,656
Skip Hop [Member]
Business Acquisition [Line Items]
Deferred income taxes	$ 33,500		$ 33,500

FAIR VALUE MEASUREMENTS Fair 48

FAIR VALUE MEASUREMENTS Fair Value measurements (Hierarchy) (Details) - USD ($)	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments	$ 0	$ 0	$ 0
Contingent consideration	0	0	0
Foreign exchange forward contracts	0	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments	0	0	0
Contingent consideration	0	0	0
Foreign exchange forward contracts	0	0	1,300
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments	0	0	0
Contingent consideration	3,600	0	0
Foreign exchange forward contracts	$ 0	$ 0	$ 0

FAIR VALUE MEASUREMENTS FAIR 49

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Investments) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Fair Value Disclosures [Abstract]
Gain (Loss) on Investments	$ 0.5	$ (0.7)	$ 1.2	$ 0.3

FAIR VALUE MEASUREMENTS FAIR 50

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Contingent Consideration) (Details) - Skip Hop [Member] - USD ($)	6 Months Ended		12 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016	Feb. 23, 2017
Business Acquisition, Contingent Consideration [Line Items]
Contingent Consideration				$ 10,000,000
Fair Value Inputs, Estimated Contingent Consideration Payment	$ 3,600,000
Fair Value Inputs, Estimated Contingent Consideration Payment, Undiscounted	$ 3,800,000
Fair Value Inputs, Discount Rate	25.00%	50.00%	25.00%

FAIR VALUE MEASUREMENTS FAIR 51

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Foreign exchange forward contracts) (Details) $ in Millions	Jul. 02, 2016USD ($)
Fair Value Disclosures [Abstract]
Notional Amount	$ 20

FAIR VALUE MEASUREMENTS FAIR 52

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Borrowings) (Details) - USD ($)	Jul. 19, 2017	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt		$ 661,846,000	$ 580,376,000	$ 580,678,000
Maximum borrowing capacity		500,000,000
Secured revolving credit facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt		266,000,000	184,977,000	185,714,000
Maximum borrowing capacity		100,000,000
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
Secured revolving credit facility [Member] | Subsequent Event [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 366,000,000
Maximum borrowing capacity	100,000,000
Outstanding borrowings	$ 366,000,000

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Weighted-average number of common and common equivalent shares outstanding:
Basic number of common shares outstanding	47,863,618	50,143,568	48,093,155	50,660,278
Dilutive effect of equity awards	550,726	469,114	552,866	468,632
Diluted number of common and common equivalent shares outstanding	48,414,344	50,612,682	48,646,021	51,128,910
Basic net income per common share (in thousands, except per share data):
Net income	$ 37,925	$ 36,198	$ 84,589	$ 90,178
Income allocated to participating securities	(291)	(279)	(660)	(720)
Net income available to common shareholders	$ 37,634	$ 35,919	$ 83,929	$ 89,458
Basic net income per common share (USD per share)	$ 0.79	$ 0.72	$ 1.75	$ 1.77
Diluted net income per common share (in thousands, except per share data):
Net income	$ 37,925	$ 36,198	$ 84,589	$ 90,178
Income allocated to participating securities	(289)	(278)	(656)	(715)
Net income available to common shareholders	$ 37,636	$ 35,920	$ 83,933	$ 89,463
Diluted net income per common share (USD per share)	$ 0.78	$ 0.71	$ 1.73	$ 1.75
Anti-dilutive shares (in shares)	663,531	233,570	596,297	233,570

OTHER CURRENT AND LONG-TERM L54

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016
Other Liabilities Disclosure [Abstract]
Accrued bonuses and incentive compensation	$ 5,959	$ 16,834	$ 6,694
Accrued employee benefits	10,227	17,165	8,718
Accrued and deferred rent	$ 17,767	$ 15,632	$ 13,930

OTHER CURRENT AND LONG-TERM L55

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016
Other Liabilities Disclosure [Abstract]
Deferred lease incentives	$ 74,344	$ 74,015	$ 71,884

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		4 Months Ended	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jun. 30, 2017	Jul. 01, 2017	Jul. 02, 2016
Segment Reporting Information [Line Items]
Net sales	$ 692,117	$ 639,471		$ 1,424,872	$ 1,363,556
Operating Income (Loss)	$ 64,521	$ 63,243		$ 143,087	$ 156,251
Operating income (loss) as percentage of segment net sales	9.30%	9.90%		10.00%	11.50%
H.W. Carter and Sons Tradename [Member]
Segment Reporting Information [Line Items]
Amortization of tradenames		$ 800			$ 1,700
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	$ 692,117	$ 639,471		$ 1,424,872	$ 1,363,556
Percentage of total net sales	100.00%	100.00%		100.00%	100.00%
Operating Segments [Member] | Wholesale [Member]
Segment Reporting Information [Line Items]
Net sales	$ 217,710	$ 215,122		$ 510,265	$ 507,176
Percentage of total net sales	31.50%	33.60%		35.80%	37.20%
Operating Income (Loss)	$ 35,806	$ 41,509		$ 105,501	$ 109,920
Operating income (loss) as percentage of segment net sales	16.40%	19.30%		20.70%	21.70%
Operating Segments [Member] | Retail [Member]
Segment Reporting Information [Line Items]
Net sales	$ 391,822	$ 352,782		$ 755,593	$ 706,871
Percentage of total net sales	56.60%	55.20%		53.00%	51.80%
Operating Income (Loss)	$ 42,342	$ 36,952		$ 72,242	$ 76,421
Operating income (loss) as percentage of segment net sales	10.80%	10.50%		9.60%	10.80%
Operating Segments [Member] | International [Member]
Segment Reporting Information [Line Items]
Net sales	$ 82,585	$ 71,567		$ 159,014	$ 149,509
Percentage of total net sales	11.90%	11.20%		11.20%	11.00%
Operating Income (Loss)	$ 7,597	$ 9,105		$ 11,282	$ 17,546
Operating income (loss) as percentage of segment net sales	9.20%	12.70%		7.10%	11.70%
Corporate [Member]
Segment Reporting Information [Line Items]
Corporate expenses	$ (21,224)	$ (24,323)		$ 45,938	$ 47,636
Skip Hop [Member]
Segment Reporting Information [Line Items]
Net sales	25,000		$ 35,400
Operating Income (Loss)	(800)		$ (400)
Amortization of tradenames	600			800
Corporate expenses	(600)			(1,800)
Skip Hop [Member] | Wholesale, Retail and International [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)				400
Sourcing Relocation [Member]
Segment Reporting Information [Line Items]
Corporate expenses	$ (100)			$ (300)

GUARANTOR UNAUDITED CONDENSED57

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Balance Sheets) (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016	Jan. 02, 2016
Current assets:
Cash and cash equivalents	$ 173,564	$ 299,358	$ 205,080	$ 381,209
Accounts receivable, net	165,183	202,471	150,633
Intercompany receivable	0	0	0
Finished goods inventories	610,423	487,591	587,434
Prepaid expenses and other current assets	44,527	32,180	46,189
Deferred income taxes	0	35,486	32,816
Total current assets	993,697	1,057,086	1,022,152
Property, plant, and equipment, net of accumulated depreciation of $384,881, $345,907, and $317,580, respectively	382,472	385,874	386,034
Goodwill	231,709	176,009	177,540
Tradenames and other intangible assets, net	400,735	308,928	309,017
Other assets	23,246	18,700	17,749
Intercompany long-term receivable	0	0	0
Intercompany long-term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	2,031,859	1,946,597	1,912,492
Current liabilities:
Accounts payable	217,340	158,432	190,366
Intercompany payables	0	0	0
Other current liabilities	94,644	119,177	80,595
Total current liabilities	311,984	277,609	270,961
Long-term debt, net	661,846	580,376	580,678
Deferred income taxes	133,251	130,656	128,682
Intercompany long-term liability	0	0	0
Intercompany long-term note payable	0	0	0
Other long-term liabilities	174,867	169,832	165,469
Total stockholders' equity	749,911	788,124	766,702
Total liabilities and stockholders' equity	2,031,859	1,946,597	1,912,492
Consolidation Adjustments [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0	0
Intercompany receivable	(144,025)	(145,184)	(185,353)
Finished goods inventories	(12,170)	(25,800)	(37,151)
Prepaid expenses and other current assets	0	0	0
Deferred income taxes		0	0
Total current assets	(156,195)	(170,984)	(222,504)
Property, plant, and equipment, net of accumulated depreciation of $384,881, $345,907, and $317,580, 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	(411,475)	(428,436)	(297,756)
Intercompany long-term note receivable	(100,000)	(100,000)	(100,000)
Investment in subsidiaries	(1,854,030)	(1,686,953)	(1,578,606)
Total assets	(2,521,700)	(2,386,373)	(2,198,866)
Current liabilities:
Accounts payable	0	0	0
Intercompany payables	(144,025)	(145,184)	(185,353)
Other current liabilities	0	0	0
Total current liabilities	(144,025)	(145,184)	(185,353)
Long-term debt, net	0	0	0
Deferred income taxes	0	0	0
Intercompany long-term liability	(411,475)	(428,436)	(297,756)
Intercompany long-term note payable	(100,000)	(100,000)	(100,000)
Other long-term liabilities	0	0	0
Total stockholders' equity	(1,866,200)	(1,712,753)	(1,615,757)
Total liabilities and stockholders' equity	(2,521,700)	(2,386,373)	(2,198,866)
Parent [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0	0
Intercompany receivable	0	0	0
Finished goods inventories	0	0	0
Prepaid expenses and other current assets	0	0	0
Deferred income taxes		0	0
Total current assets	0	0	0
Property, plant, and equipment, net of accumulated depreciation of $384,881, $345,907, and $317,580, 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	749,911	788,124	766,702
Total assets	749,911	788,124	766,702
Current liabilities:
Accounts payable	0	0	0
Intercompany payables	0	0	0
Other current liabilities	0	0	0
Total current liabilities	0	0	0
Long-term debt, net	0	0	0
Deferred income taxes	0	0	0
Intercompany long-term liability	0	0	0
Intercompany long-term note payable	0	0	0
Other long-term liabilities	0	0	0
Total stockholders' equity	749,911	788,124	766,702
Total liabilities and stockholders' equity	749,911	788,124	766,702
Subsidiary Issuer [Member]
Current assets:
Cash and cash equivalents	127,907	229,056	159,191	325,771
Accounts receivable, net	124,885	176,825	126,501
Intercompany receivable	56,526	55,902	62,988
Finished goods inventories	346,963	278,696	344,479
Prepaid expenses and other current assets	16,684	11,402	25,362
Deferred income taxes		18,476	17,452
Total current assets	672,965	770,357	735,973
Property, plant, and equipment, net of accumulated depreciation of $384,881, $345,907, and $317,580, respectively	150,796	155,187	162,536
Goodwill	136,570	136,570	136,570
Tradenames and other intangible assets, net	223,339	223,428	223,517
Other assets	20,901	17,771	16,705
Intercompany long-term receivable	0	0	0
Intercompany long-term note receivable	100,000	100,000	100,000
Investment in subsidiaries	936,310	753,753	692,654
Total assets	2,240,881	2,157,066	2,067,955
Current liabilities:
Accounts payable	151,770	97,103	125,742
Intercompany payables	82,539	85,894	120,695
Other current liabilities	32,973	16,473	7,293
Total current liabilities	267,282	199,470	253,730
Long-term debt, net	661,846	561,399	560,964
Deferred income taxes	69,750	87,116	83,601
Intercompany long-term liability	411,475	428,436	297,756
Intercompany long-term note payable	0	0	0
Other long-term liabilities	68,447	66,721	68,051
Total stockholders' equity	762,081	813,924	803,853
Total liabilities and stockholders' equity	2,240,881	2,157,066	2,067,955
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	11,435	11,817	11,233	14,652
Accounts receivable, net	35,765	18,315	19,844
Intercompany receivable	61,911	74,681	115,545
Finished goods inventories	207,368	174,542	212,739
Prepaid expenses and other current assets	18,002	16,028	15,142
Deferred income taxes		15,440	13,545
Total current assets	334,481	310,823	388,048
Property, plant, and equipment, net of accumulated depreciation of $384,881, $345,907, and $317,580, respectively	195,209	194,691	191,895
Goodwill	53,635	0	0
Tradenames and other intangible assets, net	177,396	85,500	85,500
Other assets	447	605	708
Intercompany long-term receivable	411,475	428,436	297,756
Intercompany long-term note receivable	0	0	0
Investment in subsidiaries	167,809	145,076	119,250
Total assets	1,340,452	1,165,131	1,083,157
Current liabilities:
Accounts payable	47,695	41,947	44,406
Intercompany payables	57,034	55,257	61,774
Other current liabilities	53,114	90,718	63,500
Total current liabilities	157,843	187,922	169,680
Long-term debt, net	0	0	0
Deferred income taxes	63,400	43,540	45,081
Intercompany long-term liability	0	0	0
Intercompany long-term note payable	100,000	100,000	100,000
Other long-term liabilities	92,236	89,252	85,078
Total stockholders' equity	926,973	744,417	683,318
Total liabilities and stockholders' equity	1,340,452	1,165,131	1,083,157
Non-Guarantors Subsidiaries [Member]
Current assets:
Cash and cash equivalents	34,222	58,485	34,656	$ 40,786
Accounts receivable, net	4,533	7,331	4,288
Intercompany receivable	25,588	14,601	6,820
Finished goods inventories	68,262	60,153	67,367
Prepaid expenses and other current assets	9,841	4,750	5,685
Deferred income taxes		1,570	1,819
Total current assets	142,446	146,890	120,635
Property, plant, and equipment, net of accumulated depreciation of $384,881, $345,907, and $317,580, respectively	36,467	35,996	31,603
Goodwill	41,504	39,439	40,970
Tradenames and other intangible assets, net	0	0	0
Other assets	1,898	324	336
Intercompany long-term receivable	0	0	0
Intercompany long-term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	222,315	222,649	193,544
Current liabilities:
Accounts payable	17,875	19,382	20,218
Intercompany payables	4,452	4,033	2,884
Other current liabilities	8,557	11,986	9,802
Total current liabilities	30,884	35,401	32,904
Long-term debt, net	0	18,977	19,714
Deferred income taxes	101	0	0
Intercompany long-term liability	0	0	0
Intercompany long-term note payable	0	0	0
Other long-term liabilities	14,184	13,859	12,340
Total stockholders' equity	177,146	154,412	128,586
Total liabilities and stockholders' equity	$ 222,315	$ 222,649	$ 193,544

GUARANTOR UNAUDITED CONDENSED58

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Income Statement) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Condensed Income Statements, Captions [Line Items]
Net sales	$ 692,117	$ 639,471	$ 1,424,872	$ 1,363,556
Cost of goods sold	388,660	357,289	805,613	770,445
Gross profit	303,457	282,182	619,259	593,111
Selling, general, and administrative expenses	250,146	228,464	497,940	457,460
Royalty income	(11,210)	(9,525)	(21,768)	(20,600)
Operating income	64,521	63,243	143,087	156,251
Interest expense	7,194	6,803	14,298	13,542
Interest income	(79)	(178)	(218)	(385)
(Income) loss in subsidiaries	0	0	0	0
Other (income) expense, net	(544)	516	(765)	3,709
Income before income taxes	57,950	56,102	129,772	139,385
Provision for income taxes	20,025	19,904	45,183	49,207
Net income	37,925	36,198	84,589	90,178
Consolidation Adjustments [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	(167,904)	(162,919)	(345,474)	(327,140)
Cost of goods sold	(166,584)	(159,454)	(346,459)	(311,517)
Gross profit	(1,320)	(3,465)	985	(15,623)
Selling, general, and administrative expenses	(8,306)	(8,408)	(17,219)	(17,518)
Royalty income	2,577	2,046	4,574	4,254
Operating income	4,409	2,897	13,630	(2,359)
Interest expense	(1,327)	(1,837)	(2,654)	(2,654)
Interest income	1,327	1,837	2,654	2,654
(Income) loss in subsidiaries	37,710	35,260	60,894	79,404
Other (income) expense, net	0	0	0	0
Income before income taxes	(33,301)	(32,363)	(47,264)	(81,763)
Provision for income taxes	0	0	0	0
Net income	(33,301)	(32,363)	(47,264)	(81,763)
Parent [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	0	0	0	0
Cost of goods sold	0	0	0	0
Gross profit	0	0	0	0
Selling, general, and administrative expenses	0	0	0	0
Royalty income	0	0	0	0
Operating income	0	0	0	0
Interest expense	0	0	0	0
Interest income	0	0	0	0
(Income) loss in subsidiaries	(37,925)	(36,198)	(84,589)	(90,178)
Other (income) expense, net	0	0	0	0
Income before income taxes	37,925	36,198	84,589	90,178
Provision for income taxes	0	0	0	0
Net income	37,925	36,198	84,589	90,178
Subsidiary Issuer [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	352,814	361,366	806,329	812,562
Cost of goods sold	260,902	264,791	591,535	585,891
Gross profit	91,912	96,575	214,794	226,671
Selling, general, and administrative expenses	38,295	40,434	79,227	83,021
Royalty income	(8,905)	(7,057)	(17,335)	(16,129)
Operating income	62,522	63,198	152,902	159,779
Interest expense	7,138	6,667	14,111	13,275
Interest income	(1,400)	(1,989)	(2,839)	(2,974)
(Income) loss in subsidiaries	7,022	10,335	28,053	16,831
Other (income) expense, net	(257)	(373)	(625)	(173)
Income before income taxes	50,019	48,558	114,202	132,820
Provision for income taxes	16,503	15,258	43,243	40,284
Net income	33,516	33,300	70,959	92,536
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	435,321	374,806	831,100	756,086
Cost of goods sold	257,323	220,976	486,089	432,004
Gross profit	177,998	153,830	345,011	324,082
Selling, general, and administrative expenses	193,865	173,924	383,369	346,066
Royalty income	(4,882)	(4,514)	(9,007)	(8,725)
Operating income	(10,985)	(15,580)	(29,351)	(13,259)
Interest expense	1,377	1,861	2,746	2,706
Interest income	0	0	0	0
(Income) loss in subsidiaries	(6,807)	(9,397)	(4,358)	(6,057)
Other (income) expense, net	280	387	648	173
Income before income taxes	(5,835)	(8,431)	(28,387)	(10,081)
Provision for income taxes	1,186	1,903	(334)	6,749
Net income	(7,021)	(10,334)	(28,053)	(16,830)
Non-Guarantors Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	71,886	66,218	132,917	122,048
Cost of goods sold	37,019	30,976	74,448	64,067
Gross profit	34,867	35,242	58,469	57,981
Selling, general, and administrative expenses	26,292	22,514	52,563	45,891
Royalty income	0	0	0	0
Operating income	8,575	12,728	5,906	12,090
Interest expense	6	112	95	215
Interest income	(6)	(26)	(33)	(65)
(Income) loss in subsidiaries	0	0	0	0
Other (income) expense, net	(567)	502	(788)	3,709
Income before income taxes	9,142	12,140	6,632	8,231
Provision for income taxes	2,336	2,743	2,274	2,174
Net income	$ 6,806	$ 9,397	$ 4,358	$ 6,057

GUARANTOR UNAUDITED CONDENSED59

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Condensed Financial Statements, Captions [Line Items]
Net income	$ 37,925	$ 36,198	$ 84,589	$ 90,178
Foreign currency translation adjustments	3,140	548	4,087	5,834
Comprehensive income	41,065	36,746	88,676	96,012
Consolidation Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(33,301)	(32,363)	(47,264)	(81,763)
Foreign currency translation adjustments	(9,420)	(1,644)	(12,261)	(17,502)
Comprehensive income	(42,721)	(34,007)	(59,525)	(99,265)
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	37,925	36,198	84,589	90,178
Foreign currency translation adjustments	3,140	548	4,087	5,834
Comprehensive income	41,065	36,746	88,676	96,012
Subsidiary Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	33,516	33,300	70,959	92,536
Foreign currency translation adjustments	3,140	548	4,087	5,834
Comprehensive income	36,656	33,848	75,046	98,370
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(7,021)	(10,334)	(28,053)	(16,830)
Foreign currency translation adjustments	3,140	548	4,087	5,834
Comprehensive income	(3,881)	(9,786)	(23,966)	(10,996)
Non-Guarantors Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	6,806	9,397	4,358	6,057
Foreign currency translation adjustments	3,140	548	4,087	5,834
Comprehensive income	$ 9,946	$ 9,945	$ 8,445	$ 11,891

GUARANTOR UNAUDITED CONDENSED60

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Cash Flows) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016
Condensed Cash Flow Statements, Captions [Line Items]
Cash flows provided by (used in) operating activities:	$ 107,333	$ 85,599
Cash flows from investing activities:
Capital expenditures	(34,276)	(49,698)
Intercompany investing activity	0	0
Proceeds from sale of property, plant, and equipment	0	193
Acquisition of business, net of cash acquired	(143,704)	0
Net cash used in investing activities	(177,980)	(49,505)
Cash flows from financing activities:
Intercompany financing activity	0	0
Borrowings under secured revolving credit facility	100,000	0
Payments on secured revolving credit facility	(18,965)	0
Dividends paid	(35,831)	(33,679)
Repurchases of common stock	(98,236)	(180,209)
Income tax benefit from stock-based compensation	0	3,684
Withholdings from vestings of restricted stock	(5,590)	(8,508)
Proceeds from exercises of stock options	3,122	5,101
Net cash (used in) provided by financing activities	(55,500)	(213,611)
Effect of exchange rate changes on cash and cash equivalents	353	1,388
Net increase (decrease) in cash and cash equivalents	(125,794)	(176,129)
Cash and cash equivalents, beginning of period	299,358	381,209
Cash and cash equivalents, end of period	173,564	205,080
Consolidation Adjustments [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Cash flows provided by (used in) operating activities:	0	0
Cash flows from investing activities:
Capital expenditures	0	0
Intercompany investing activity	(134,067)	(213,888)
Proceeds from sale of property, plant, and equipment		0
Acquisition of business, net of cash acquired	0
Net cash used in investing activities	(134,067)	(213,888)
Cash flows from financing activities:
Intercompany financing activity	134,067	213,888
Borrowings 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	134,067	213,888
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
Parent [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Cash flows provided by (used in) operating activities:	0	0
Cash flows from investing activities:
Capital expenditures	0	0
Intercompany investing activity	136,535	217,295
Proceeds from sale of property, plant, and equipment		0
Acquisition of business, net of cash acquired	0
Net cash used in investing activities	136,535	217,295
Cash flows from financing activities:
Intercompany financing activity	0	0
Borrowings under secured revolving credit facility	0
Payments on secured revolving credit facility	0
Dividends paid	(35,831)	(33,679)
Repurchases of common stock	(98,236)	(180,209)
Income tax benefit from stock-based compensation		0
Withholdings from vestings of restricted stock	(5,590)	(8,508)
Proceeds from exercises of stock options	3,122	5,101
Net cash (used in) provided by financing activities	(136,535)	(217,295)
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]
Cash flows provided by (used in) operating activities:	120,884	75,255
Cash flows from investing activities:
Capital expenditures	(10,594)	(15,895)
Intercompany investing activity	(2,468)	(1,784)
Proceeds from sale of property, plant, and equipment		0
Acquisition of business, net of cash acquired	(144,520)
Net cash used in investing activities	(157,582)	(17,679)
Cash flows from financing activities:
Intercompany financing activity	(164,451)	(226,217)
Borrowings under secured revolving credit facility	100,000
Payments on secured revolving credit facility	0
Dividends paid	0	0
Repurchases of common stock	0	0
Income tax benefit from stock-based compensation		2,061
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash (used in) provided by financing activities	(64,451)	(224,156)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	(101,149)	(166,580)
Cash and cash equivalents, beginning of period	229,056	325,771
Cash and cash equivalents, end of period	127,907	159,191
Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Cash flows provided by (used in) operating activities:	(13,661)	12,749
Cash flows from investing activities:
Capital expenditures	(19,719)	(30,274)
Intercompany investing activity	0	(1,623)
Proceeds from sale of property, plant, and equipment		0
Acquisition of business, net of cash acquired	746
Net cash used in investing activities	(18,973)	(31,897)
Cash flows from financing activities:
Intercompany financing activity	32,252	14,106
Borrowings 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		1,623
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash (used in) provided by financing activities	32,252	15,729
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	(382)	(3,419)
Cash and cash equivalents, beginning of period	11,817	14,652
Cash and cash equivalents, end of period	11,435	11,233
Non-Guarantors Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Cash flows provided by (used in) operating activities:	110	(2,405)
Cash flows from investing activities:
Capital expenditures	(3,963)	(3,529)
Intercompany investing activity	0	0
Proceeds from sale of property, plant, and equipment		193
Acquisition of business, net of cash acquired	70
Net cash used in investing activities	(3,893)	(3,336)
Cash flows from financing activities:
Intercompany financing activity	(1,868)	(1,777)
Borrowings 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	(20,833)	(1,777)
Effect of exchange rate changes on cash and cash equivalents	353	1,388
Net increase (decrease) in cash and cash equivalents	(24,263)	(6,130)
Cash and cash equivalents, beginning of period	58,485	40,786
Cash and cash equivalents, end of period	$ 34,222	$ 34,656