Carter's (CRI) 10-Q 26 Oct 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 20, 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	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		47,323,325

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Current assets:
Cash and cash equivalents	$ 105,370	$ 299,358	$ 140,626
Accounts receivable, net	285,651	202,471	271,207
Finished goods inventories	609,996	487,591	552,726
Prepaid expenses and other current assets	48,083	32,180	43,155
Deferred income taxes	0	35,486	37,600
Total current assets	1,049,100	1,057,086	1,045,314
Property, plant, and equipment, net of accumulated depreciation of $387,041, $345,907, and $333,660, respectively	382,014	385,874	388,440
Tradenames and other intangible assets, net	412,217	308,928	308,973
Goodwill	234,193	176,009	176,956
Other assets	26,539	18,700	18,022
Total assets	2,104,063	1,946,597	1,937,705
Current liabilities:
Accounts payable	193,878	158,432	155,223
Other current liabilities	134,031	119,177	126,922
Total current liabilities	327,909	277,609	282,145
Long-term debt, net	687,074	580,376	580,613
Deferred income taxes	138,239	130,656	129,278
Other long-term liabilities	178,878	169,832	169,535
Total liabilities	1,332,100	1,158,473	1,161,571
Commitments and contingencies - Note 14
Stockholders' equity:
Preferred stock; par value $.01 per share; 100,000 shares authorized; none issued or outstanding at September 30, 2017, December 31, 2016, and October 1, 2016	0	0	0
Common stock, voting; par value $.01 per share; 150,000,000 shares authorized; 47,419,316, 48,948,670 and 49,625,609 shares issued and outstanding at September 30, 2017, December 31, 2016 and October 1, 2016, respectively	474	489	496
Accumulated other comprehensive loss	(26,496)	(34,740)	(31,889)
Retained earnings	797,985	822,375	807,527
Total stockholders' equity	771,963	788,124	776,134
Total liabilities and stockholders' equity	$ 2,104,063	$ 1,946,597	$ 1,937,705

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 387,041	$ 345,907	$ 333,660
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	47,419,316	48,948,670	49,625,609
Common stock voting; shares outstanding	47,419,316	48,948,670	49,625,609

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Income Statement [Abstract]
Net sales	$ 948,232	$ 901,425	$ 2,373,104	$ 2,264,981
Cost of goods sold	544,384	525,879	1,349,997	1,296,324
Gross profit	403,848	375,546	1,023,107	968,657
Selling, general, and administrative expenses	283,480	255,322	781,420	712,782
Royalty income	(10,350)	(10,670)	(32,118)	(31,270)
Operating income	130,718	130,894	273,805	287,145
Interest expense	8,061	6,779	22,359	20,321
Interest income	(41)	(68)	(259)	(453)
Other (income) expense, net	(815)	(36)	(1,580)	3,673
Income before income taxes	123,513	124,219	253,285	263,604
Provision for income taxes	41,027	43,408	86,210	92,615
Net income	$ 82,486	$ 80,811	$ 167,075	$ 170,989
Basic net income per common share (USD per share)	$ 1.73	$ 1.62	$ 3.47	$ 3.37
Diluted net income per common share (USD per share)	1.71	1.60	3.43	3.34
Dividend declared per common share (USD per share)	$ 0.37	$ 0.33	$ 1.11	$ 0.99

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 82,486	$ 80,811	$ 167,075	$ 170,989
Other comprehensive income:
Foreign currency translation adjustments	4,157	(1,356)	8,244	4,478
Comprehensive income	$ 86,643	$ 79,455	$ 175,319	$ 175,467

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 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	$ 5,140	$ 1	5,139
Exercise of stock options (in shares)		105,860
Withholdings from vesting of restricted stock	(5,654)	$ (1)	(5,653)
Withholdings from vesting of restricted stock (in shares)		(66,577)
Restricted stock activity	0	$ 1	(1)
Restricted stock activity (in shares)		145,090
Stock-based compensation	12,269		12,269
Issuance of common stock	1,182	$ 1	1,181
Issuance of common stock (in shares)		13,860
Repurchase of common stock	(150,974)	$ (17)	(12,935)		(138,022)
Repurchase of common stock (in shares)		(1,727,587)
Cash dividends declared and paid	(53,443)				(53,443)
Comprehensive income	175,319			8,244	167,075
Balance at Sep. 30, 2017	$ 771,963	$ 474	$ 0	$ (26,496)	$ 797,985
Balance (in shares) at Sep. 30, 2017	47,419,316	47,419,316

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Cash flows from operating activities:
Net income	$ 167,075	$ 170,989
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	60,455	52,384
Amortization of intangible assets	1,687	1,875
Adjustment to earn-out liability	(3,600)	0
Amortization of debt issuance costs	1,143	1,092
Non-cash stock-based compensation expense	13,451	13,026
Foreign currency (gain) loss, net	(1,154)	2,361
Income tax benefit from stock-based compensation	0	(4,067)
Loss on disposal of property, plant, and equipment	602	821
Deferred income taxes	(841)	(2,333)
Effect of changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	(62,298)	(63,436)
Finished goods inventories	(81,285)	(81,011)
Prepaid expenses and other assets	(17,754)	(10,138)
Accounts payable and other liabilities	40,025	35,011
Net cash provided by operating activities	117,506	116,574
Cash flows from investing activities:
Capital expenditures	(51,656)	(71,190)
Acquisitions of businesses, net of cash acquired	(159,365)	0
Proceeds from sale of property, plant, and equipment	0	216
Net cash used in investing activities	(211,021)	(70,974)
Cash flows from financing activities:
Payment of debt issuance costs	(2,138)	0
Borrowings under secured revolving credit facility	200,000	0
Payments on secured revolving credit facility	(93,965)	0
Repurchases of common stock	(150,974)	(239,138)
Dividends paid	(53,443)	(50,131)
Income tax benefit from stock-based compensation	0	4,067
Withholdings from vestings of restricted stock	(5,654)	(8,594)
Proceeds from exercises of stock options	5,140	6,386
Net cash used in financing activities	(101,034)	(287,410)
Effect of exchange rate changes on cash and cash equivalents	561	1,227
Net decrease in cash and cash equivalents	(193,988)	(240,583)
Cash and cash equivalents, beginning of period	299,358	381,209
Cash and cash equivalents, end of period	$ 105,370	$ 140,626

THE COMPANY

THE COMPANY	9 Months Ended
	Sep. 30, 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 September 30, 2017 , the Company operated 1,033 retail stores in North America.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BBASIS OF PRESENTATION	BASIS OF PRESENTATION 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 three fiscal quarters ended September 30, 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. 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 third quarter and first three quarters of fiscal 2017, the Company’s provision for income taxes on its consolidated statement of operations includes a benefit of approximately $0.5 million and $1.7 million , respectively, related to net excess income tax benefits for settlements of share-based payments during the those fiscal periods. For the third quarter and first three quarters of fiscal 2016, the Company recognized net excess income tax benefits of approximately $0.4 million and $4.1 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.

BUSINESS ACQUISITIONS (Notes)

BUSINESS ACQUISITIONS (Notes)	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
BUSINESS ACQUISITIONS	BUSINESS ACQUISITIONS The Company completed two separate business acquisitions, "Skip Hop" and "Carter's Mexico," during the first three quarters of fiscal 2017. Each acquisition was deemed to be the acquisition of a business under the provisions of Accounting Standards Codification ("ASC") No. 805, Business Combinations . Based on their purchase prices and pre-acquisition operating results and assets, neither of the businesses acquired in fiscal 2017 met the materiality requirements for preparation and presentation of pro forma financial information, either individually or in the aggregate. The measurement period, as defined under the provisions of ASC 805, is still open for both business acquisitions. 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, including the effect on prior period earnings. Acquisition of Mexican Licensee On August 1, 2017, the Company, through certain of its wholly-owned subsidiaries, acquired the outstanding equity of the Company's licensee in Mexico and a related entity (collectively "Carter's Mexico"). Both entities are incorporated under Mexican law. Prior to the acquisition, Carter's Mexico was primarily a licensee and wholesale customer of the Company. Through this acquisition, the Company obtained a network of retail stores in Mexico and control of wholesale business relationships in Mexico. The acquisition is expected to strengthen the Company's operations in Mexico and further increase its overall market share in the North American market for children's apparel and accessories. Upon acquisition, Carter's Mexico became part of the Company's International operating and reportable segment. The Company's consolidated financial statements reflect the consolidation of the financial position, results of operations and cash flows of Carter's Mexico beginning August 1, 2017. The measurement period, as defined under the provisions of ASC 805, is still open for this acquisition. Adjustments related to a working capital settlement, settlements of certain pre-acquisition tax matters, and the finalizations of fair value estimates for certain assets and liabilities may be made. Included among the assets acquired, and the preliminary fair values assigned to them, were inventories of approximately $8.3 million, customer relationships intangible asset of approximately $3.5 million , and goodwill of approximately $6.1 million . Acquisition of Skip Hop Carter's, Inc.'s wholly-owned subsidiary, The William Carter Company ("TWCC"), acquired 100% of the voting equity interests of privately-owned Skip Hop Holdings, Inc. and subsidiaries ("Skip Hop") after the close of business on February 22, 2017. The accompanying unaudited condensed consolidated financial statements and footnotes include Skip Hop beginning on 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 now sold through the Company's wholesale, retail store, and eCommerce channels. The measurement period, as defined under the provisions of ASC 805, is still open for Skip Hop. The purchase price of Skip Hop is subject to a working capital settlement and the resolution of certain pre-acquisition income tax matters. The majority of Skip Hop's wholesale operations became a part of the Company's U.S. Wholesale operating segment and the remainder became 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 third quarter and first three quarters of fiscal 2017, Skip Hop contributed approximately $27.9 million and $63.3 million , respectively, to the Company's consolidated net sales. Provisional amounts for assets and liabilities recognized at acquisition for Skip Hop during the first quarter of fiscal 2017 and adjustments made during the second and third quarters of fiscal 2017 were as follows: (in millions) Cumulative Revised Provisional Measurement Period Provisional Amounts Adjustments Amounts Net assets acquired: Assets acquired $ 55.5 $ (1.8 ) $ 53.7 Liabilities assumed (23.2 ) 3.0 (20.2 ) Net assets acquired 32.3 1.2 33.5 Goodwill * 56.6 (7.4 ) 49.2 Tradename 56.8 — 56.8 Customer relationships 35.9 8.9 44.8 Deferred income tax liabilities (33.5 ) (2.7 ) (36.2 ) Preliminary purchase price 148.1 — 148.1 Less cash acquired (0.8 ) — (0.8 ) Less estimated contingent consideration (1) (3.6 ) — (3.6 ) Net cash paid $ 143.7 — $ 143.7 * Not deductible for income taxes (1) This amount represented the estimated fair value of the contingent earn out liability based on facts and circumstances known and existing on acquisition date concerning the expected achievement of certain financial performance targets for fiscal 2017 as described in the stock purchase agreement. Facts and circumstances that occurred during the third quarter of fiscal 2017 indicate that it is highly unlikely that the Company will be required to make any payments to the sellers under the contingent earn out arrangement, and therefore approximately $3.6 million was credited to the Company's earnings during the third quarter. This credit has no related income tax provision and has been classified entirely as a credit to corporate Selling, General & Administrative (SG&A) expenses.

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE LOSS	9 Months Ended
	Sep. 30, 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) September 30, 2017 December 31, 2016 October 1, 2016 Cumulative foreign currency translation adjustments $ (19,380 ) $ (27,624 ) $ (25,108 ) Pension and post-retirement obligations (1) (7,116 ) (7,116 ) (6,781 ) Total accumulated other comprehensive loss $ (26,496 ) $ (34,740 ) $ (31,889 ) (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 third quarter and first three quarters of fiscal 2017 consisted of other comprehensive income of $4.2 million and $8.2 million for foreign currency translation adjustments, respectively. Changes in accumulated other comprehensive loss for the third quarter and first three quarters of fiscal 2016 consisted of other comprehensive losses of $1.4 million and other comprehensive income of $4.5 million , respectively, for foreign currency translation adjustments. During the first three 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	9 Months Ended
	Sep. 30, 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: September 30, 2017 December 31, 2016 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Gross amount Accumulated amortization Net amount Carter's Indefinite $ 136,570 $ 136,570 $ 136,570 $ 136,570 Canada Indefinite 42,514 42,514 39,439 39,439 Skip Hop (1) Indefinite 49,190 49,190 — — Carter's Mexico (1) Indefinite 5,919 5,919 — — Total goodwill $ 234,193 $ 234,193 $ 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 42,040 $ 38,978 3,062 42,005 $ 38,810 3,195 Total tradenames $ 404,573 $ 38,978 $ 365,595 $ 347,738 $ 38,810 $ 308,928 Skip Hop customer relationships (1) 15 years $ 44,800 $ 1,554 $ 43,246 $ — $ — $ — Carter's Mexico customer relationships (1) 3,376 — 3,376 — — — Total customer relationships $ 48,176 $ 1,554 $ 46,622 $ — $ — $ — Total tradenames and other intangibles, net $ 452,749 $ 40,532 $ 412,217 $ 347,738 $ 38,810 $ 308,928 (1) Subject to revision. The measurement period, as defined in ASC 805, Business Combinations, is still open for the Skip Hop and Carter's Mexico business acquisitions. See Note 3. October 1, 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 40,386 — 40,386 Total goodwill $ 176,956 $ — $ 176,956 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Finite-life tradenames 2-20 years 42,016 38,776 3,240 Total tradenames $ 347,749 $ 38,776 $ 308,973 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. For the Skip Hop customer relationships intangible asset acquired in February 2017, the Company recorded approximately $0.8 million and $1.6 million , respectively, of amortization expense for the fiscal quarter and three fiscal quarters ended September 30, 2017. Future amortization expense is estimated to be approximately $3.0 million each year for the next 15 years. The substantial majority of Skip Hop's wholesale operations became part of the Company's U.S. Wholesale reportable segment and the remainder became part of the Company's International reportable segment. Skip Hop's eCommerce operations became part of the U.S. Retail reportable segment. Carter's Mexico became part of the Company's International operating and reportable segment.

COMMON STOCK

COMMON STOCK	9 Months Ended
	Sep. 30, 2017
Stockholders' Equity Note [Abstract]
COMMON STOCK	COMMON STOCK SHARE REPURCHASES The total aggregate remaining capacity under outstanding repurchase authorizations as of September 30, 2017 was approximately $123.4 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 Three fiscal quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Number of shares repurchased 596,178 587,100 1,727,587 2,358,947 Aggregate cost of shares repurchased (dollars in thousands) $ 52,742 $ 58,929 $ 150,974 $ 239,138 Average price per share $ 88.47 $ 100.37 $ 87.39 $ 101.37 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 third fiscal quarter and three fiscal quarters ended September 30, 2017 , the Company paid cash dividends per share of $ 0.37 and $ 1.11 , respectively. In the third fiscal quarter and three fiscal quarters ended October 1, 2016 , the Company declared and paid cash dividends per share of $ 0.33 and $ 0.99 , 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	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consisted of the following: (dollars in thousands) September 30, 2017 December 31, 2016 October 1, 2016 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (3,926 ) (4,601 ) (4,820 ) Senior notes, net 396,074 395,399 395,180 Secured revolving credit facility 291,000 184,977 185,433 Total long-term debt, net $ 687,074 $ 580,376 $ 580,613 Secured Revolving Credit Facility On August 25, 2017, The William Carter Company ("TWCC"), a wholly-owned subsidiary of the Company, and a syndicate of lenders entered into a fourth amended and restated secured revolving credit agreement. The secured revolving credit facility provides: (i) an extension of the term of the facility to August 22, 2022 and (ii) an aggregate credit line of $750 million which includes a $650 million U.S. dollar facility and a $100 million multicurrency facility denominated in U.S. dollars, Canadian dollars, Euros, Pounds Sterling, or other currencies agreed to by the applicable lenders. The $650 million U.S. dollar facility is inclusive of a $100 million sub-limit for letters of credit and a swing line sub-limit of $70 million . The $100 million multicurrency facility is inclusive of a $40 million sub-limit for letters of credit and a swing line sub-limit of $15 million . In addition, the secured revolving credit facility includes incremental borrowing facilities up to $425 million , which is comprised of an incremental $350 million U.S. dollar revolving credit facility and an incremental $75 million multicurrency revolving credit facility. The incremental U.S. dollar revolving credit facility can increase to an unlimited borrowing amount so long as the consolidated first lien leverage ratio (as defined in the secured revolving credit facility) does not exceed 2.25 :1.00. In connection with the amendment, the Company paid approximately $2.1 million in debt issuance costs. These newly-incurred debt issuance costs, together with existing unamortized debt issuance costs, are being amortized over the five-year remaining term of the secured revolving credit facility. As of September 30, 2017 , the Company had $291.0 million in outstanding borrowings under its secured revolving credit facility, exclusive of $4.5 million of outstanding letters of credit. As of September 30, 2017 , approximately $454.5 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 September 30, 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 September 30, 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 borrowing rate of 2.61% . All outstanding Canadian dollar borrowings were repaid during the first quarter of fiscal 2017. There were no Canadian dollar borrowings during the second and third quarters of fiscal 2017. The Company's secured revolving credit facility, as amended and restated, contains covenants, including affirmative and financial covenants. As of September 30, 2017 , the Company was in compliance with the financial and other covenants under the secured revolving credit facility. Senior Notes As of September 30, 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 shown in the table above.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended (dollars in thousands) September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Stock options $ 983 $ 960 $ 3,182 $ 3,237 Restricted stock: Time-based awards 1,706 1,820 5,668 5,682 Performance-based awards 1,116 996 3,419 2,944 Stock awards — — 1,182 1,163 Total $ 3,805 $ 3,776 $ 13,451 $ 13,026

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended (dollars in thousands) September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Interest cost $ 611 $ 629 $ 1,833 $ 1,887 Expected return on plan assets (650 ) (676 ) (1,950 ) (2,028 ) Recognized actuarial loss 170 145 510 435 Net periodic pension cost $ 131 $ 98 $ 393 $ 294 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 Three fiscal quarters ended (dollars in thousands) September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Service cost – benefits attributed to service during the period $ 7 $ 31 $ 21 $ 93 Interest cost on accumulated post-retirement benefit obligation 34 44 102 132 Amortization of net actuarial gain (76 ) (49 ) (228 ) (147 ) Total net periodic post-retirement (benefit) cost $ (35 ) $ 26 $ (105 ) $ 78

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As of September 30, 2017 , the Company had gross unrecognized income tax benefits of approximately $12.8 million , of which $8.4 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 September 30, 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 three fiscal quarters ended September 30, 2017 and the fiscal quarter and three fiscal quarters ended October 1, 2016 , interest expense recorded on uncertain tax positions was not significant. The Company had approximately $1.1 million , $0.8 million , and $0.9 million of interest accrued on uncertain tax positions as of September 30, 2017 , December 31, 2016 , and October 1, 2016 , respectively. As disclosed in note 2, the Company's adoption of ASU 2016-09 benefited consolidated income tax expense by approximately $1.7 million for the first three quarters of fiscal 2017. The adoption of ASU 2016-09 had no impact on income tax expense for financial reporting purposes in 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 September 30, 2017 increased by $36.2 million , including measurement period adjustments, due to the acquisition of Skip Hop. For the full fiscal year 2017 , the Company estimates that its consolidated effective income tax rate will be approximately 34.0% .

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 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: September 30, 2017 December 31, 2016 October 1, 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) $ 15.7 — — $ 12.3 — — $ 11.4 — — Liabilities Foreign exchange forward contracts (2) — $ 0.2 — — — — — $ 0.4 — (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. 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 $0.4 million and $1.6 million for the fiscal quarter and three fiscal quarters ended September 30, 2017 , respectively, and were $0.4 million and $0.8 million for the fiscal quarter and three fiscal quarters ended October 1, 2016 , respectively. These amounts are included in Other (income) expense, net. 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) and are classified as Level 2 within the fair value hierarchy. At September 30, 2017 and October 1, 2016 , the notional value of the open foreign currency forward contracts was approximately $4.6 million and $6.0 million , respectively. At December 31, 2016, there were no open foreign currency contracts. 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 September 30, 2017 , the fair value of the Company's $291.0 million in outstanding borrowings under its secured revolving credit facility approximated carrying value. • The fair value of the Company's senior notes at September 30, 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	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 47,303,074 49,526,480 47,829,794 50,282,345 Dilutive effect of equity awards 541,325 460,271 549,213 470,050 Diluted number of common and common equivalent shares outstanding 47,844,399 49,986,751 48,379,007 50,752,395 Basic net income per common share (in thousands, except per share data): Net income $ 82,486 $ 80,811 $ 167,075 $ 170,989 Income allocated to participating securities (653 ) (632 ) (1,314 ) (1,359 ) Net income available to common shareholders $ 81,833 $ 80,179 $ 165,761 $ 169,630 Basic net income per common share $ 1.73 $ 1.62 $ 3.47 $ 3.37 Diluted net income per common share (in thousands, except per share data): Net income $ 82,486 $ 80,811 $ 167,075 $ 170,989 Income allocated to participating securities (647 ) (627 ) (1,304 ) (1,350 ) Net income available to common shareholders $ 81,839 $ 80,184 $ 165,771 $ 169,639 Diluted net income per common share $ 1.71 $ 1.60 $ 3.43 $ 3.34 Anti-dilutive awards excluded from diluted earnings per share computation 662,130 246,980 618,826 244,430

OTHER CURRENT AND LONG-TERM LIA

OTHER CURRENT AND LONG-TERM LIABILITIES	9 Months Ended
	Sep. 30, 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) September 30, 2017 December 31, 2016 October 1, 2016 Accrued bonuses and incentive compensation $ 9,328 $ 16,834 $ 10,638 Income taxes payable 28,393 8,458 32,242 Accrued employee benefits 12,503 17,165 10,808 Accrued and deferred rent 18,160 15,632 14,875 Other long-term liabilities that exceeded five percent of total liabilities, at the end of any comparable period, were as follows: (dollars in thousands) September 30, 2017 December 31, 2016 October 1, 2016 Deferred lease incentives $ 76,599 $ 74,015 $ 73,840

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION At the beginning of fiscal 2017, the Company combined its Carter's Retail and OshKosh Retail operating segments into a single U.S. Retail operating segment, and its Carter's Wholesale and OshKosh Wholesale operating segments 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 operating segment was not affected by these changes. The Company's operating and 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 Three fiscal quarters ended (dollars in thousands) September 30, % of October 1, % of September 30, % of October 1, % of Net sales : U.S. Wholesale $ 369,577 39.0 % $ 373,732 41.4 % $ 879,842 37.1 % $ 880,908 38.9 % U.S. Retail (a) 454,032 47.9 % 421,698 46.8 % 1,209,625 50.9 % 1,128,569 49.8 % International (b) 124,623 13.1 % 105,995 11.8 % 283,637 12.0 % 255,504 11.3 % Total net sales $ 948,232 100.0 % $ 901,425 100.0 % $ 2,373,104 100.0 % $ 2,264,981 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales % of % of U.S. Wholesale (e) $ 78,572 21.3 % $ 86,001 23.0 % $ 184,073 20.9 % $ 195,921 22.2 % U.S. Retail (a) (d) (e) 55,789 12.3 % 50,703 12.0 % 128,031 10.6 % 127,124 11.3 % International (b) (e) 16,726 13.4 % 19,645 18.5 % 28,008 9.9 % 37,191 14.6 % Corporate expenses (c) (f) (20,369 ) (25,455 ) (66,307 ) (73,091 ) Total operating income $ 130,718 13.8 % $ 130,894 14.5 % $ 273,805 11.5 % $ 287,145 12.7 % (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 approximately $2.7 million of expenses recognized during the third quarter and first three quarters of fiscal 2017 related to store restructuring costs. (e) $0.4 million and $0.8 million of certain costs related to inventory acquired from Skip Hop are included in the operating income of U.S. Wholesale, U.S. Retail, and International for the fiscal quarter and three fiscal quarters ended September 30, 2017 , respectively. (f) Includes the following charges (credits): Fiscal quarter ended Three fiscal quarters ended (dollars in millions) September 30, October 1, September 30, October 1, Amortization of H.W. Carter and Sons tradenames $ — $ — $ — $ 1.7 Acquisition contingency fair value adjustment $ (3.6 ) $ — $ (3.6 ) $ — Direct sourcing initiative $ 0.1 $ 0.5 $ 0.3 $ 0.5 Acquisition-related costs * $ 0.8 $ — $ 3.3 $ — * The $3.3 million for the three fiscal quarters ended September 30, 2017 includes approximately $0.7 million of costs incurred during the first and second quarters of fiscal 2017 that were not originally reported as acquisition-related costs.

PENDING ADOPTION OF RECENT ACCO

PENDING ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 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 retrospectively to each prior reporting period presented with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company has substantially completed an assessment of the potential effects that ASC 606 may have on all significant sources of revenue. Based on this assessment, 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 effect on its consolidated financial position, results of operations, cash flows, processes, systems, or controls, but will require significant footnote disclosures. Leases (ASU 2016-02) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases-Topic 842, which has been codified in ASC 842, Leases ("ASC 842"). Under this new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee's right to use, or control the use of, a specified asset for the lease term. The new standard will be effective for the Company at the beginning of fiscal 2019, including interim periods within the year of adoption. The new standard requires a modified retrospective basis, and early adoption is permitted. The Company is still evaluating the potential effects of ASC 842. The adoption of ASC 842 will require the Company to recognize material non-current assets and liabilities for right-of-use assets and operating lease liabilities on its consolidated balance sheet, but is not expected to have a material effect on the Company's results of operations or cash flows. ASC 842 will also require additional footnote disclosures to the Company's consolidated financial statements. 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. Definition of a Business (ASU 2017-01) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). This guidance will assist entities in determining if acquired assets constitute the acquisition of a business or the acquisition of assets for accounting and reporting purposes. This distinction is important because only a business can recognize goodwill. In practice prior to ASU 2017-01, if revenues were generated immediately before and after a transaction, the acquisition was typically considered a business. Under ASU 2017-01, requiring entities to further assess the substance of the processes they acquire will likely reduce the number of transactions accounted for as business acquisitions. ASU 2017-01 is effective prospectively for the Company at the beginning of fiscal 2018, including interim periods within fiscal 2018. Early adoption is permitted, including for interim or annual periods in which the financial statements have not been issued or made available for issuance. The impact that ASU 2017-01 may have on the Company's financial position, results of operations or cash flows will depend on the nature of any acquisition commencing after the Company's adoption of this ASU.

GUARANTOR UNAUDITED CONDENSED C

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 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 September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 56,715 $ 17,771 $ 30,884 $ — $ 105,370 Accounts receivable, net — 229,425 37,165 19,061 — 285,651 Intercompany receivable — 113,950 114,420 35,964 (264,334 ) — Finished goods inventories — 311,260 245,934 74,631 (21,829 ) 609,996 Prepaid expenses and other current assets — 18,339 20,036 9,708 — 48,083 Total current assets — 729,689 435,326 170,248 (286,163 ) 1,049,100 Property, plant, and equipment, net — 149,889 192,065 40,060 — 382,014 Goodwill — 136,570 48,566 49,057 — 234,193 Tradenames and other intangible assets, net — 223,295 185,546 3,376 — 412,217 Other assets — 23,274 1,533 1,732 — 26,539 Intercompany long-term receivable — — 411,787 — (411,787 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 771,963 983,708 204,093 — (1,959,764 ) — Total assets $ 771,963 $ 2,346,425 $ 1,478,916 $ 264,473 $ (2,757,714 ) $ 2,104,063 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 120,892 $ 54,334 $ 18,652 $ — $ 193,878 Intercompany payables — 148,416 111,972 3,946 (264,334 ) — Other current liabilities — 45,657 75,865 12,509 — 134,031 Total current liabilities — 314,965 242,171 35,107 (264,334 ) 327,909 Long-term debt, net — 687,074 — — — 687,074 Deferred income taxes — 70,290 67,050 899 — 138,239 Intercompany long-term liability — 411,787 — — (411,787 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,517 95,329 15,032 — 178,878 Stockholders' equity 771,963 793,792 974,366 213,435 (1,981,593 ) 771,963 Total liabilities and stockholders' equity $ 771,963 $ 2,346,425 $ 1,478,916 $ 264,473 $ (2,757,714 ) $ 2,104,063 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 October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 91,299 $ 8,477 $ 40,850 $ — $ 140,626 Accounts receivable, net — 234,979 27,047 9,181 — 271,207 Intercompany receivable — 60,570 72,037 4,035 (136,642 ) — Finished goods inventories — 300,044 231,511 65,732 (44,561 ) 552,726 Prepaid expenses and other current assets — 22,446 15,988 4,721 — 43,155 Deferred income taxes — 20,346 15,579 1,675 — 37,600 Total current assets — 729,684 370,639 126,194 (181,203 ) 1,045,314 Property, plant, and equipment, net — 159,149 194,078 35,213 — 388,440 Goodwill — 136,570 — 40,386 — 176,956 Tradenames and other intangible assets, net — 223,473 85,500 — — 308,973 Other assets — 17,130 641 251 — 18,022 Intercompany long-term receivable — — 340,887 — (340,887 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 776,134 707,381 127,447 — (1,610,962 ) — Total assets $ 776,134 $ 2,073,387 $ 1,119,192 $ 202,044 $ (2,233,052 ) $ 1,937,705 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 99,175 $ 36,003 $ 20,045 $ — $ 155,223 Intercompany payables — 74,414 58,787 3,441 (136,642 ) — Other current liabilities — 24,842 92,168 9,912 — 126,922 Total current liabilities — 198,431 186,958 33,398 (136,642 ) 282,145 Long-term debt, net — 561,180 — 19,433 — 580,613 Deferred income taxes — 83,998 45,280 — — 129,278 Intercompany long-term liability — 340,887 — — (340,887 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,196 88,906 12,433 — 169,535 Stockholders' equity 776,134 820,695 698,048 136,780 (1,655,523 ) 776,134 Total liabilities and stockholders' equity $ 776,134 $ 2,073,387 $ 1,119,192 $ 202,044 $ (2,233,052 ) $ 1,937,705 Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 587,022 $ 506,461 $ 106,102 $ (251,353 ) $ 948,232 Cost of goods sold — 423,433 297,776 59,498 (236,323 ) 544,384 Gross profit — 163,589 208,685 46,604 (15,030 ) 403,848 Selling, general, and administrative expenses — 49,368 210,175 32,704 (8,767 ) 283,480 Royalty income — (8,245 ) (5,501 ) — 3,396 (10,350 ) Operating income (loss) — 122,466 4,011 13,900 (9,659 ) 130,718 Interest expense — 8,013 1,375 — (1,327 ) 8,061 Interest income — (1,330 ) — (38 ) 1,327 (41 ) (Income) loss in subsidiaries (82,486 ) (4,725 ) (11,036 ) — 98,247 — Other (income) expense, net — (120 ) 123 (818 ) — (815 ) Income (loss) before income taxes 82,486 120,628 13,549 14,756 (107,906 ) 123,513 Provision for income taxes — 28,484 8,823 3,720 — 41,027 Net income (loss) $ 82,486 $ 92,144 $ 4,726 $ 11,036 $ (107,906 ) $ 82,486 For the fiscal quarter ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 584,206 $ 452,755 $ 79,631 $ (215,167 ) $ 901,425 Cost of goods sold — 409,937 274,521 43,060 (201,639 ) 525,879 Gross profit — 174,269 178,234 36,571 (13,528 ) 375,546 Selling, general, and administrative expenses — 49,965 187,298 26,796 (8,737 ) 255,322 Royalty income — (7,624 ) (5,665 ) — 2,619 (10,670 ) Operating income (loss) — 131,928 (3,399 ) 9,775 (7,410 ) 130,894 Interest expense — 6,634 1,364 108 (1,327 ) 6,779 Interest income — (1,379 ) — (16 ) 1,327 (68 ) (Income) loss in subsidiaries (80,811 ) 9,249 (6,682 ) — 78,244 — Other (income) expense, net — (204 ) 259 (91 ) — (36 ) Income (loss) before income taxes 80,811 117,628 1,660 9,774 (85,654 ) 124,219 Provision for income taxes — 29,407 10,909 3,092 — 43,408 Net income (loss) $ 80,811 $ 88,221 $ (9,249 ) $ 6,682 $ (85,654 ) $ 80,811 For the three fiscal quarters ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,393,351 $ 1,337,561 $ 239,019 $ (596,827 ) $ 2,373,104 Cost of goods sold — 1,014,968 783,865 133,946 (582,782 ) 1,349,997 Gross profit — 378,383 553,696 105,073 (14,045 ) 1,023,107 Selling, general, and administrative expenses — 128,595 593,544 85,267 (25,986 ) 781,420 Royalty income — (25,580 ) (14,508 ) — 7,970 (32,118 ) Operating income (loss) — 275,368 (25,340 ) 19,806 3,971 273,805 Interest expense — 22,124 4,121 95 (3,981 ) 22,359 Interest income — (4,169 ) — (71 ) 3,981 (259 ) (Income) loss in subsidiaries (167,075 ) 23,328 (15,394 ) — 159,141 — Other (income) expense, net — (745 ) 771 (1,606 ) — (1,580 ) Income (loss) before income taxes 167,075 234,830 (14,838 ) 21,388 (155,170 ) 253,285 Provision for income taxes — 71,727 8,489 5,994 — 86,210 Net income (loss) $ 167,075 $ 163,103 $ (23,327 ) $ 15,394 $ (155,170 ) $ 167,075 For the three fiscal quarters ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,396,768 $ 1,208,841 $ 201,679 $ (542,307 ) $ 2,264,981 Cost of goods sold — 995,828 706,525 107,127 (513,156 ) 1,296,324 Gross profit — 400,940 502,316 94,552 (29,151 ) 968,657 Selling, general, and administrative expenses — 132,986 533,364 72,687 (26,255 ) 712,782 Royalty income — (23,753 ) (14,390 ) — 6,873 (31,270 ) Operating income (loss) — 291,707 (16,658 ) 21,865 (9,769 ) 287,145 Interest expense — 19,909 4,070 323 (3,981 ) 20,321 Interest income — (4,353 ) — (81 ) 3,981 (453 ) (Income) loss in subsidiaries (170,989 ) 26,079 (12,739 ) — 157,649 — Other expense (income), net — (377 ) 432 3,618 — 3,673 Income (loss) before income taxes 170,989 250,449 (8,421 ) 18,005 (167,418 ) 263,604 Provision for income taxes — 69,691 17,658 5,266 — 92,615 Net income (loss) $ 170,989 $ 180,758 $ (26,079 ) $ 12,739 $ (167,418 ) $ 170,989 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 82,486 $ 92,144 $ 4,726 $ 11,036 $ (107,906 ) $ 82,486 Foreign currency translation adjustments 4,157 4,157 4,157 4,157 (12,471 ) 4,157 Comprehensive income (loss) $ 86,643 $ 96,301 $ 8,883 $ 15,193 $ (120,377 ) $ 86,643 For the fiscal quarter ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 80,811 $ 88,221 $ (9,249 ) $ 6,682 $ (85,654 ) $ 80,811 Foreign currency translation adjustments (1,356 ) (1,356 ) (1,356 ) (1,356 ) 4,068 (1,356 ) Comprehensive income (loss) $ 79,455 $ 86,865 $ (10,605 ) $ 5,326 $ (81,586 ) $ 79,455 CARTER’S, INC. Condensed Consolidating Statements of Comprehensive Income (unaudited) For the three fiscal quarters ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 167,075 $ 163,103 $ (23,327 ) $ 15,394 $ (155,170 ) $ 167,075 Foreign currency translation adjustments 8,244 8,244 8,244 8,244 (24,732 ) 8,244 Comprehensive income (loss) $ 175,319 $ 171,347 $ (15,083 ) $ 23,638 $ (179,902 ) $ 175,319 For the three fiscal quarters ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 170,989 $ 180,758 $ (26,079 ) $ 12,739 $ (167,418 ) $ 170,989 Foreign currency translation adjustments 4,478 4,478 4,478 4,478 (13,434 ) 4,478 Comprehensive income (loss) $ 175,467 $ 185,236 $ (21,601 ) $ 17,217 $ (180,852 ) $ 175,467 Condensed Consolidating Statements of Cash Flows (unaudited) For the three fiscal quarters ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 53,299 $ 54,935 $ 9,272 $ — $ 117,506 Cash flows from investing activities: Capital expenditures — (16,678 ) (28,867 ) (6,111 ) — (51,656 ) Intercompany investing activity 204,931 (510 ) — — (204,421 ) — Acquisitions of businesses, net of cash acquired — (144,520 ) 746 (15,591 ) — (159,365 ) Net cash provided by (used in) investing activities 204,931 (161,708 ) (28,121 ) (21,702 ) (204,421 ) (211,021 ) Cash flows from financing activities: Intercompany financing activity — (186,794 ) (20,860 ) 3,233 204,421 — Borrowings under secured revolving credit facility — 200,000 — — — 200,000 Payments on secured revolving credit facility — (75,000 ) — (18,965 ) — (93,965 ) Payment of debt issuance costs — (2,138 ) — — — (2,138 ) Dividends paid (53,443 ) — — — — (53,443 ) Repurchases of common stock (150,974 ) — — — — (150,974 ) Withholdings from vestings of restricted stock (5,654 ) — — — — (5,654 ) Proceeds from exercises of stock options 5,140 — — — — 5,140 Net cash (used in) provided by financing activities (204,931 ) (63,932 ) (20,860 ) (15,732 ) 204,421 (101,034 ) Effect of exchange rate changes on cash — — — 561 — 561 Net (decrease) increase in cash and cash equivalents — (172,341 ) 5,954 (27,601 ) — (193,988 ) Cash and cash equivalents, beginning of period — 229,056 11,817 58,485 — 299,358 Cash and cash equivalents, end of period $ — $ 56,715 $ 17,771 $ 30,884 $ — $ 105,370 For the three fiscal quarters ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 88,493 $ 24,058 $ 4,023 $ — $ 116,574 Cash flows from investing activities: Capital expenditures — (19,782 ) (44,304 ) (7,104 ) — (71,190 ) Intercompany investing activity 291,477 (353 ) (1,855 ) — (289,269 ) — Proceeds from sale of property, plant and equipment — 23 — 193 — 216 Net cash provided by (used in) investing activities 291,477 (20,112 ) (46,159 ) (6,911 ) (289,269 ) (70,974 ) Cash flows from financing activities: Intercompany financing activity — (305,065 ) 14,071 1,725 289,269 — Dividends Paid (50,131 ) — — — — (50,131 ) Income tax benefit from stock-based compensation — 2,212 1,855 — — 4,067 Repurchases of common stock (239,138 ) — — — — (239,138 ) Withholdings from vestings of restricted stock (8,594 ) — — — — (8,594 ) Proceeds from exercises of stock options 6,386 — — — — 6,386 Net cash (used in) provided by financing activities (291,477 ) (302,853 ) 15,926 1,725 289,269 (287,410 ) Effect of exchange rate changes on cash — — — 1,227 — 1,227 Net (decrease) increase in cash and cash equivalents — (234,472 ) (6,175 ) 64 — (240,583 ) Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 91,299 $ 8,477 $ 40,850 $ — $ 140,626

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 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 third quarter and first three quarters of fiscal 2017, the Company’s provision for income taxes on its consolidated statement of operations includes a benefit of approximately $0.5 million and $1.7 million , respectively, related to net excess income tax benefits for settlements of share-based payments during the those fiscal periods. For the third quarter and first three quarters of fiscal 2016, the Company recognized net excess income tax benefits of approximately $0.4 million and $4.1 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.

BUSINESS ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Schedule of Business Acquisitions	Provisional amounts for assets and liabilities recognized at acquisition for Skip Hop during the first quarter of fiscal 2017 and adjustments made during the second and third quarters of fiscal 2017 were as follows: (in millions) Cumulative Revised Provisional Measurement Period Provisional Amounts Adjustments Amounts Net assets acquired: Assets acquired $ 55.5 $ (1.8 ) $ 53.7 Liabilities assumed (23.2 ) 3.0 (20.2 ) Net assets acquired 32.3 1.2 33.5 Goodwill * 56.6 (7.4 ) 49.2 Tradename 56.8 — 56.8 Customer relationships 35.9 8.9 44.8 Deferred income tax liabilities (33.5 ) (2.7 ) (36.2 ) Preliminary purchase price 148.1 — 148.1 Less cash acquired (0.8 ) — (0.8 ) Less estimated contingent consideration (1) (3.6 ) — (3.6 ) Net cash paid $ 143.7 — $ 143.7 * Not deductible for income taxes (1) This amount represented the estimated fair value of the contingent earn out liability based on facts and circumstances known and existing on acquisition date concerning the expected achievement of certain financial performance targets for fiscal 2017 as described in the stock purchase agreement. Facts and circumstances that occurred during the third quarter of fiscal 2017 indicate that it is highly unlikely that the Company will be required to make any payments to the sellers under the contingent earn out arrangement, and therefore approximately $3.6 million was credited to the Company's earnings during the third quarter. This credit has no related income tax provision and has been classified entirely as a credit to corporate Selling, General & Administrative (SG&A) expenses.

ACCUMULATED OTHER COMPREHENSI27

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	9 Months Ended
	Sep. 30, 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) September 30, 2017 December 31, 2016 October 1, 2016 Cumulative foreign currency translation adjustments $ (19,380 ) $ (27,624 ) $ (25,108 ) Pension and post-retirement obligations (1) (7,116 ) (7,116 ) (6,781 ) Total accumulated other comprehensive loss $ (26,496 ) $ (34,740 ) $ (31,889 ) (1) Net of income taxes of $4.2 million , $4.2 million , and $4.0 million , respectively.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets table	The Company's goodwill and intangible assets were as follows: September 30, 2017 December 31, 2016 (dollars in thousands) Weighted-average useful life Gross amount Accumulated amortization Net amount Gross amount Accumulated amortization Net amount Carter's Indefinite $ 136,570 $ 136,570 $ 136,570 $ 136,570 Canada Indefinite 42,514 42,514 39,439 39,439 Skip Hop (1) Indefinite 49,190 49,190 — — Carter's Mexico (1) Indefinite 5,919 5,919 — — Total goodwill $ 234,193 $ 234,193 $ 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 42,040 $ 38,978 3,062 42,005 $ 38,810 3,195 Total tradenames $ 404,573 $ 38,978 $ 365,595 $ 347,738 $ 38,810 $ 308,928 Skip Hop customer relationships (1) 15 years $ 44,800 $ 1,554 $ 43,246 $ — $ — $ — Carter's Mexico customer relationships (1) 3,376 — 3,376 — — — Total customer relationships $ 48,176 $ 1,554 $ 46,622 $ — $ — $ — Total tradenames and other intangibles, net $ 452,749 $ 40,532 $ 412,217 $ 347,738 $ 38,810 $ 308,928 (1) Subject to revision. The measurement period, as defined in ASC 805, Business Combinations, is still open for the Skip Hop and Carter's Mexico business acquisitions. See Note 3. October 1, 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 40,386 — 40,386 Total goodwill $ 176,956 $ — $ 176,956 Carter's tradename Indefinite $ 220,233 $ — $ 220,233 OshKosh tradename Indefinite 85,500 — 85,500 Finite-life tradenames 2-20 years 42,016 38,776 3,240 Total tradenames $ 347,749 $ 38,776 $ 308,973

COMMON STOCK (Tables)

COMMON STOCK (Tables)	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Number of shares repurchased 596,178 587,100 1,727,587 2,358,947 Aggregate cost of shares repurchased (dollars in thousands) $ 52,742 $ 58,929 $ 150,974 $ 239,138 Average price per share $ 88.47 $ 100.37 $ 87.39 $ 101.37

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consisted of the following: (dollars in thousands) September 30, 2017 December 31, 2016 October 1, 2016 Senior notes at amounts repayable $ 400,000 $ 400,000 $ 400,000 Less unamortized issuance-related costs for senior notes (3,926 ) (4,601 ) (4,820 ) Senior notes, net 396,074 395,399 395,180 Secured revolving credit facility 291,000 184,977 185,433 Total long-term debt, net $ 687,074 $ 580,376 $ 580,613

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended (dollars in thousands) September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Stock options $ 983 $ 960 $ 3,182 $ 3,237 Restricted stock: Time-based awards 1,706 1,820 5,668 5,682 Performance-based awards 1,116 996 3,419 2,944 Stock awards — — 1,182 1,163 Total $ 3,805 $ 3,776 $ 13,451 $ 13,026

EMPLOYEE BENEFIT PLANS (Tables)

EMPLOYEE BENEFIT PLANS (Tables)	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended (dollars in thousands) September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Interest cost $ 611 $ 629 $ 1,833 $ 1,887 Expected return on plan assets (650 ) (676 ) (1,950 ) (2,028 ) Recognized actuarial loss 170 145 510 435 Net periodic pension cost $ 131 $ 98 $ 393 $ 294
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 Three fiscal quarters ended (dollars in thousands) September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Service cost – benefits attributed to service during the period $ 7 $ 31 $ 21 $ 93 Interest cost on accumulated post-retirement benefit obligation 34 44 102 132 Amortization of net actuarial gain (76 ) (49 ) (228 ) (147 ) Total net periodic post-retirement (benefit) cost $ (35 ) $ 26 $ (105 ) $ 78

FAIR VALUE MEASUREMENTS FAIR VA

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 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: September 30, 2017 December 31, 2016 October 1, 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) $ 15.7 — — $ 12.3 — — $ 11.4 — — Liabilities Foreign exchange forward contracts (2) — $ 0.2 — — — — — $ 0.4 — (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.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Weighted-average number of common and common equivalent shares outstanding: Basic number of common shares outstanding 47,303,074 49,526,480 47,829,794 50,282,345 Dilutive effect of equity awards 541,325 460,271 549,213 470,050 Diluted number of common and common equivalent shares outstanding 47,844,399 49,986,751 48,379,007 50,752,395 Basic net income per common share (in thousands, except per share data): Net income $ 82,486 $ 80,811 $ 167,075 $ 170,989 Income allocated to participating securities (653 ) (632 ) (1,314 ) (1,359 ) Net income available to common shareholders $ 81,833 $ 80,179 $ 165,761 $ 169,630 Basic net income per common share $ 1.73 $ 1.62 $ 3.47 $ 3.37 Diluted net income per common share (in thousands, except per share data): Net income $ 82,486 $ 80,811 $ 167,075 $ 170,989 Income allocated to participating securities (647 ) (627 ) (1,304 ) (1,350 ) Net income available to common shareholders $ 81,839 $ 80,184 $ 165,771 $ 169,639 Diluted net income per common share $ 1.71 $ 1.60 $ 3.43 $ 3.34 Anti-dilutive awards excluded from diluted earnings per share computation 662,130 246,980 618,826 244,430

OTHER CURRENT AND LONG-TERM L35

OTHER CURRENT AND LONG-TERM LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 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) September 30, 2017 December 31, 2016 October 1, 2016 Accrued bonuses and incentive compensation $ 9,328 $ 16,834 $ 10,638 Income taxes payable 28,393 8,458 32,242 Accrued employee benefits 12,503 17,165 10,808 Accrued and deferred rent 18,160 15,632 14,875
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) September 30, 2017 December 31, 2016 October 1, 2016 Deferred lease incentives $ 76,599 $ 74,015 $ 73,840

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 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 Three fiscal quarters ended (dollars in thousands) September 30, % of October 1, % of September 30, % of October 1, % of Net sales : U.S. Wholesale $ 369,577 39.0 % $ 373,732 41.4 % $ 879,842 37.1 % $ 880,908 38.9 % U.S. Retail (a) 454,032 47.9 % 421,698 46.8 % 1,209,625 50.9 % 1,128,569 49.8 % International (b) 124,623 13.1 % 105,995 11.8 % 283,637 12.0 % 255,504 11.3 % Total net sales $ 948,232 100.0 % $ 901,425 100.0 % $ 2,373,104 100.0 % $ 2,264,981 100.0 % Operating income (loss) : % of Segment Net Sales % of Segment Net Sales % of % of U.S. Wholesale (e) $ 78,572 21.3 % $ 86,001 23.0 % $ 184,073 20.9 % $ 195,921 22.2 % U.S. Retail (a) (d) (e) 55,789 12.3 % 50,703 12.0 % 128,031 10.6 % 127,124 11.3 % International (b) (e) 16,726 13.4 % 19,645 18.5 % 28,008 9.9 % 37,191 14.6 % Corporate expenses (c) (f) (20,369 ) (25,455 ) (66,307 ) (73,091 ) Total operating income $ 130,718 13.8 % $ 130,894 14.5 % $ 273,805 11.5 % $ 287,145 12.7 % (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 approximately $2.7 million of expenses recognized during the third quarter and first three quarters of fiscal 2017 related to store restructuring costs. (e) $0.4 million and $0.8 million of certain costs related to inventory acquired from Skip Hop are included in the operating income of U.S. Wholesale, U.S. Retail, and International for the fiscal quarter and three fiscal quarters ended September 30, 2017 , respectively. (f) Includes the following charges (credits): Fiscal quarter ended Three fiscal quarters ended (dollars in millions) September 30, October 1, September 30, October 1, Amortization of H.W. Carter and Sons tradenames $ — $ — $ — $ 1.7 Acquisition contingency fair value adjustment $ (3.6 ) $ — $ (3.6 ) $ — Direct sourcing initiative $ 0.1 $ 0.5 $ 0.3 $ 0.5 Acquisition-related costs * $ 0.8 $ — $ 3.3 $ — * The $3.3 million for the three fiscal quarters ended September 30, 2017 includes approximately $0.7 million of costs incurred during the first and second quarters of fiscal 2017 that were not originally reported as acquisition-related costs.

GUARANTOR UNAUDITED CONDENSED37

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2017
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Condensed Consolidating Balance Sheets	Condensed Consolidating Balance Sheets (unaudited) As of September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 56,715 $ 17,771 $ 30,884 $ — $ 105,370 Accounts receivable, net — 229,425 37,165 19,061 — 285,651 Intercompany receivable — 113,950 114,420 35,964 (264,334 ) — Finished goods inventories — 311,260 245,934 74,631 (21,829 ) 609,996 Prepaid expenses and other current assets — 18,339 20,036 9,708 — 48,083 Total current assets — 729,689 435,326 170,248 (286,163 ) 1,049,100 Property, plant, and equipment, net — 149,889 192,065 40,060 — 382,014 Goodwill — 136,570 48,566 49,057 — 234,193 Tradenames and other intangible assets, net — 223,295 185,546 3,376 — 412,217 Other assets — 23,274 1,533 1,732 — 26,539 Intercompany long-term receivable — — 411,787 — (411,787 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 771,963 983,708 204,093 — (1,959,764 ) — Total assets $ 771,963 $ 2,346,425 $ 1,478,916 $ 264,473 $ (2,757,714 ) $ 2,104,063 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 120,892 $ 54,334 $ 18,652 $ — $ 193,878 Intercompany payables — 148,416 111,972 3,946 (264,334 ) — Other current liabilities — 45,657 75,865 12,509 — 134,031 Total current liabilities — 314,965 242,171 35,107 (264,334 ) 327,909 Long-term debt, net — 687,074 — — — 687,074 Deferred income taxes — 70,290 67,050 899 — 138,239 Intercompany long-term liability — 411,787 — — (411,787 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,517 95,329 15,032 — 178,878 Stockholders' equity 771,963 793,792 974,366 213,435 (1,981,593 ) 771,963 Total liabilities and stockholders' equity $ 771,963 $ 2,346,425 $ 1,478,916 $ 264,473 $ (2,757,714 ) $ 2,104,063 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 October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 91,299 $ 8,477 $ 40,850 $ — $ 140,626 Accounts receivable, net — 234,979 27,047 9,181 — 271,207 Intercompany receivable — 60,570 72,037 4,035 (136,642 ) — Finished goods inventories — 300,044 231,511 65,732 (44,561 ) 552,726 Prepaid expenses and other current assets — 22,446 15,988 4,721 — 43,155 Deferred income taxes — 20,346 15,579 1,675 — 37,600 Total current assets — 729,684 370,639 126,194 (181,203 ) 1,045,314 Property, plant, and equipment, net — 159,149 194,078 35,213 — 388,440 Goodwill — 136,570 — 40,386 — 176,956 Tradenames and other intangible assets, net — 223,473 85,500 — — 308,973 Other assets — 17,130 641 251 — 18,022 Intercompany long-term receivable — — 340,887 — (340,887 ) — Intercompany long-term note receivable — 100,000 — — (100,000 ) — Investment in subsidiaries 776,134 707,381 127,447 — (1,610,962 ) — Total assets $ 776,134 $ 2,073,387 $ 1,119,192 $ 202,044 $ (2,233,052 ) $ 1,937,705 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ — $ 99,175 $ 36,003 $ 20,045 $ — $ 155,223 Intercompany payables — 74,414 58,787 3,441 (136,642 ) — Other current liabilities — 24,842 92,168 9,912 — 126,922 Total current liabilities — 198,431 186,958 33,398 (136,642 ) 282,145 Long-term debt, net — 561,180 — 19,433 — 580,613 Deferred income taxes — 83,998 45,280 — — 129,278 Intercompany long-term liability — 340,887 — — (340,887 ) — Intercompany long-term note payable — — 100,000 — (100,000 ) — Other long-term liabilities — 68,196 88,906 12,433 — 169,535 Stockholders' equity 776,134 820,695 698,048 136,780 (1,655,523 ) 776,134 Total liabilities and stockholders' equity $ 776,134 $ 2,073,387 $ 1,119,192 $ 202,044 $ (2,233,052 ) $ 1,937,705
Condensed Consolidating Statements of Operations	Condensed Consolidating Statements of Operations (unaudited) For the fiscal quarter ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 587,022 $ 506,461 $ 106,102 $ (251,353 ) $ 948,232 Cost of goods sold — 423,433 297,776 59,498 (236,323 ) 544,384 Gross profit — 163,589 208,685 46,604 (15,030 ) 403,848 Selling, general, and administrative expenses — 49,368 210,175 32,704 (8,767 ) 283,480 Royalty income — (8,245 ) (5,501 ) — 3,396 (10,350 ) Operating income (loss) — 122,466 4,011 13,900 (9,659 ) 130,718 Interest expense — 8,013 1,375 — (1,327 ) 8,061 Interest income — (1,330 ) — (38 ) 1,327 (41 ) (Income) loss in subsidiaries (82,486 ) (4,725 ) (11,036 ) — 98,247 — Other (income) expense, net — (120 ) 123 (818 ) — (815 ) Income (loss) before income taxes 82,486 120,628 13,549 14,756 (107,906 ) 123,513 Provision for income taxes — 28,484 8,823 3,720 — 41,027 Net income (loss) $ 82,486 $ 92,144 $ 4,726 $ 11,036 $ (107,906 ) $ 82,486 For the fiscal quarter ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 584,206 $ 452,755 $ 79,631 $ (215,167 ) $ 901,425 Cost of goods sold — 409,937 274,521 43,060 (201,639 ) 525,879 Gross profit — 174,269 178,234 36,571 (13,528 ) 375,546 Selling, general, and administrative expenses — 49,965 187,298 26,796 (8,737 ) 255,322 Royalty income — (7,624 ) (5,665 ) — 2,619 (10,670 ) Operating income (loss) — 131,928 (3,399 ) 9,775 (7,410 ) 130,894 Interest expense — 6,634 1,364 108 (1,327 ) 6,779 Interest income — (1,379 ) — (16 ) 1,327 (68 ) (Income) loss in subsidiaries (80,811 ) 9,249 (6,682 ) — 78,244 — Other (income) expense, net — (204 ) 259 (91 ) — (36 ) Income (loss) before income taxes 80,811 117,628 1,660 9,774 (85,654 ) 124,219 Provision for income taxes — 29,407 10,909 3,092 — 43,408 Net income (loss) $ 80,811 $ 88,221 $ (9,249 ) $ 6,682 $ (85,654 ) $ 80,811 Condensed Consolidating Statements of Operations (unaudited) For the three fiscal quarters ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,393,351 $ 1,337,561 $ 239,019 $ (596,827 ) $ 2,373,104 Cost of goods sold — 1,014,968 783,865 133,946 (582,782 ) 1,349,997 Gross profit — 378,383 553,696 105,073 (14,045 ) 1,023,107 Selling, general, and administrative expenses — 128,595 593,544 85,267 (25,986 ) 781,420 Royalty income — (25,580 ) (14,508 ) — 7,970 (32,118 ) Operating income (loss) — 275,368 (25,340 ) 19,806 3,971 273,805 Interest expense — 22,124 4,121 95 (3,981 ) 22,359 Interest income — (4,169 ) — (71 ) 3,981 (259 ) (Income) loss in subsidiaries (167,075 ) 23,328 (15,394 ) — 159,141 — Other (income) expense, net — (745 ) 771 (1,606 ) — (1,580 ) Income (loss) before income taxes 167,075 234,830 (14,838 ) 21,388 (155,170 ) 253,285 Provision for income taxes — 71,727 8,489 5,994 — 86,210 Net income (loss) $ 167,075 $ 163,103 $ (23,327 ) $ 15,394 $ (155,170 ) $ 167,075 For the three fiscal quarters ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 1,396,768 $ 1,208,841 $ 201,679 $ (542,307 ) $ 2,264,981 Cost of goods sold — 995,828 706,525 107,127 (513,156 ) 1,296,324 Gross profit — 400,940 502,316 94,552 (29,151 ) 968,657 Selling, general, and administrative expenses — 132,986 533,364 72,687 (26,255 ) 712,782 Royalty income — (23,753 ) (14,390 ) — 6,873 (31,270 ) Operating income (loss) — 291,707 (16,658 ) 21,865 (9,769 ) 287,145 Interest expense — 19,909 4,070 323 (3,981 ) 20,321 Interest income — (4,353 ) — (81 ) 3,981 (453 ) (Income) loss in subsidiaries (170,989 ) 26,079 (12,739 ) — 157,649 — Other expense (income), net — (377 ) 432 3,618 — 3,673 Income (loss) before income taxes 170,989 250,449 (8,421 ) 18,005 (167,418 ) 263,604 Provision for income taxes — 69,691 17,658 5,266 — 92,615 Net income (loss) $ 170,989 $ 180,758 $ (26,079 ) $ 12,739 $ (167,418 ) $ 170,989
Condensed Consolidating Statements of Comprehensive Income	Condensed Consolidating Statements of Comprehensive Income (unaudited) For the fiscal quarter ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 82,486 $ 92,144 $ 4,726 $ 11,036 $ (107,906 ) $ 82,486 Foreign currency translation adjustments 4,157 4,157 4,157 4,157 (12,471 ) 4,157 Comprehensive income (loss) $ 86,643 $ 96,301 $ 8,883 $ 15,193 $ (120,377 ) $ 86,643 For the fiscal quarter ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 80,811 $ 88,221 $ (9,249 ) $ 6,682 $ (85,654 ) $ 80,811 Foreign currency translation adjustments (1,356 ) (1,356 ) (1,356 ) (1,356 ) 4,068 (1,356 ) Comprehensive income (loss) $ 79,455 $ 86,865 $ (10,605 ) $ 5,326 $ (81,586 ) $ 79,455 Condensed Consolidating Statements of Comprehensive Income (unaudited) For the three fiscal quarters ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 167,075 $ 163,103 $ (23,327 ) $ 15,394 $ (155,170 ) $ 167,075 Foreign currency translation adjustments 8,244 8,244 8,244 8,244 (24,732 ) 8,244 Comprehensive income (loss) $ 175,319 $ 171,347 $ (15,083 ) $ 23,638 $ (179,902 ) $ 175,319 For the three fiscal quarters ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net income (loss) $ 170,989 $ 180,758 $ (26,079 ) $ 12,739 $ (167,418 ) $ 170,989 Foreign currency translation adjustments 4,478 4,478 4,478 4,478 (13,434 ) 4,478 Comprehensive income (loss) $ 175,467 $ 185,236 $ (21,601 ) $ 17,217 $ (180,852 ) $ 175,467
Condensed Consolidating Statements of Cash Flows	Condensed Consolidating Statements of Cash Flows (unaudited) For the three fiscal quarters ended September 30, 2017 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 53,299 $ 54,935 $ 9,272 $ — $ 117,506 Cash flows from investing activities: Capital expenditures — (16,678 ) (28,867 ) (6,111 ) — (51,656 ) Intercompany investing activity 204,931 (510 ) — — (204,421 ) — Acquisitions of businesses, net of cash acquired — (144,520 ) 746 (15,591 ) — (159,365 ) Net cash provided by (used in) investing activities 204,931 (161,708 ) (28,121 ) (21,702 ) (204,421 ) (211,021 ) Cash flows from financing activities: Intercompany financing activity — (186,794 ) (20,860 ) 3,233 204,421 — Borrowings under secured revolving credit facility — 200,000 — — — 200,000 Payments on secured revolving credit facility — (75,000 ) — (18,965 ) — (93,965 ) Payment of debt issuance costs — (2,138 ) — — — (2,138 ) Dividends paid (53,443 ) — — — — (53,443 ) Repurchases of common stock (150,974 ) — — — — (150,974 ) Withholdings from vestings of restricted stock (5,654 ) — — — — (5,654 ) Proceeds from exercises of stock options 5,140 — — — — 5,140 Net cash (used in) provided by financing activities (204,931 ) (63,932 ) (20,860 ) (15,732 ) 204,421 (101,034 ) Effect of exchange rate changes on cash — — — 561 — 561 Net (decrease) increase in cash and cash equivalents — (172,341 ) 5,954 (27,601 ) — (193,988 ) Cash and cash equivalents, beginning of period — 229,056 11,817 58,485 — 299,358 Cash and cash equivalents, end of period $ — $ 56,715 $ 17,771 $ 30,884 $ — $ 105,370 For the three fiscal quarters ended October 1, 2016 (dollars in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows provided by operating activities: $ — $ 88,493 $ 24,058 $ 4,023 $ — $ 116,574 Cash flows from investing activities: Capital expenditures — (19,782 ) (44,304 ) (7,104 ) — (71,190 ) Intercompany investing activity 291,477 (353 ) (1,855 ) — (289,269 ) — Proceeds from sale of property, plant and equipment — 23 — 193 — 216 Net cash provided by (used in) investing activities 291,477 (20,112 ) (46,159 ) (6,911 ) (289,269 ) (70,974 ) Cash flows from financing activities: Intercompany financing activity — (305,065 ) 14,071 1,725 289,269 — Dividends Paid (50,131 ) — — — — (50,131 ) Income tax benefit from stock-based compensation — 2,212 1,855 — — 4,067 Repurchases of common stock (239,138 ) — — — — (239,138 ) Withholdings from vestings of restricted stock (8,594 ) — — — — (8,594 ) Proceeds from exercises of stock options 6,386 — — — — 6,386 Net cash (used in) provided by financing activities (291,477 ) (302,853 ) 15,926 1,725 289,269 (287,410 ) Effect of exchange rate changes on cash — — — 1,227 — 1,227 Net (decrease) increase in cash and cash equivalents — (234,472 ) (6,175 ) 64 — (240,583 ) Cash and cash equivalents, beginning of period — 325,771 14,652 40,786 — 381,209 Cash and cash equivalents, end of period $ — $ 91,299 $ 8,477 $ 40,850 $ — $ 140,626

THE COMPANY (Details)

THE COMPANY (Details)	Sep. 30, 2017store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of locations	1,033

BASIS OF PRESENTATION (Adoption

BASIS OF PRESENTATION (Adoption of New Accounting Pronouncements) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Excess Tax Benefit	$ 0.5	$ 0.4	$ 1.7	$ 4.1

BUSINESS ACQUISITIONS (Acquisit

BUSINESS ACQUISITIONS (Acquisition of Mexican Licensee) (Details) - USD ($) $ in Thousands	Aug. 01, 2017	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Business Acquisition [Line Items]
Goodwill		$ 234,193	$ 176,009	$ 176,956
Mexican Licensee [Member]
Business Acquisition [Line Items]
Inventory	$ 8,300
Accounts receivable	2,900
Fixed asset and leasehold improvements	1,500
Other assets	1,800
Accounts payable	5,500
Other liabilities	3,000
Cash acquired from acquisition	2,300
Intangible Assets	3,500
Goodwill	$ 6,100

BUSINESS ACQUISITIONS (Skip Hop

BUSINESS ACQUISITIONS (Skip Hop Acquisition) (Details) - USD ($) $ in Thousands	Feb. 23, 2017	Sep. 30, 2017	Oct. 01, 2016	Jun. 30, 2017	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Business Acquisition [Line Items]
Net sales		$ 948,232	$ 901,425		$ 2,373,104	$ 2,264,981
Operating Income (Loss)		130,718	130,894		273,805	287,145
Net assets acquired:
Goodwill		234,193	$ 176,956		$ 234,193	$ 176,956	$ 176,009
Skip Hop [Member]
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Net sales		27,900		$ 63,300
Operating Income (Loss)		(100)		$ (1,000)
Net assets acquired:
Assets acquired	$ 53,700
Liabilities assumed	(20,200)
Net assets acquired	33,500
Goodwill	49,200
Deferred income tax liabilities	(36,200)
Preliminary purchase price	148,100
Less cash acquired	(800)
Less estimated contingent consideration	(3,600)	$ 3,600
Net cash paid	143,700
Skip Hop [Member] | Tradenames [Member]
Net assets acquired:
Intangible Assets	56,800
Skip Hop [Member] | Customer Relationships [Member]
Net assets acquired:
Intangible Assets	44,800
Provisional Amounts [Member] | Skip Hop [Member]
Net assets acquired:
Assets acquired	55,500
Liabilities assumed	(23,200)
Net assets acquired	32,300
Goodwill	56,600
Deferred income tax liabilities	(33,500)
Preliminary purchase price	148,100
Less cash acquired	(800)
Less estimated contingent consideration	(3,600)
Net cash paid	143,700
Provisional Amounts [Member] | Skip Hop [Member] | Tradenames [Member]
Net assets acquired:
Intangible Assets	56,800
Provisional Amounts [Member] | Skip Hop [Member] | Customer Relationships [Member]
Net assets acquired:
Intangible Assets	35,900
Measurement Period Adjustments [Member] | Skip Hop [Member]
Net assets acquired:
Assets acquired	(1,800)
Liabilities assumed	3,000
Net assets acquired	1,200
Goodwill	(7,400)
Deferred income tax liabilities	(2,700)
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	$ 8,900

ACCUMULATED OTHER COMPREHENSI42

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	$ (26,496)	$ (31,889)	$ (26,496)	$ (31,889)	$ (34,740)
Foreign currency translation adjustments	4,157	(1,356)	8,244	4,478
Cumulative Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total accumulated other comprehensive loss	(19,380)	(25,108)	(19,380)	(25,108)	(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 ASSET43

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Jan. 02, 2016	Feb. 23, 2017	Dec. 31, 2016	Oct. 01, 2016
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	$ 234,193	$ 234,193			$ 176,009	$ 176,956
Goodwill, Net amount	234,193	234,193			176,009	176,956
Finite intangible assets, Accumulated amortization	40,532	40,532			38,810
Total tradenames and other intangibles, net, gross amount	452,749	452,749			347,738
Total, Net amount	412,217	412,217			308,928	308,973
Carter's Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	136,570	136,570			136,570	136,570
Goodwill, Net amount	136,570	136,570			136,570	136,570
Canada Acquisition Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	42,514	42,514			39,439	40,386
Goodwill, Net amount	42,514	42,514			39,439	40,386
Skip Hop Goodwill [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	49,190	49,190			0
Goodwill, Net amount	49,190	49,190			0
Carters Mexico [Member]
Goodwill and Other Intangible Assets [Line Items]
Goodwill, Gross amount	5,919	5,919			0
Goodwill, Net amount	5,919	5,919			0
Carter's Tradename [Member]
Goodwill and Other Intangible Assets [Line Items]
Indefinite intangible assets	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
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	38,978	38,978			38,810	38,776
Intangible assets, Gross amount	404,573	404,573			347,738	347,749
Indefinite-lived trademarks	365,595	365,595			308,928	308,973
Other Tradenames [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Gross amount	42,040	42,040			42,005	42,016
Finite intangible assets, Accumulated amortization	38,978	38,978			38,810	38,776
Finite-Lived Intangible Assets, Net	3,062	3,062			$ 3,195	$ 3,240
Indefinite-lived intangible assets acquired			$ 3,600
Useful life			20 years
Amortization costs		200
Customer Relationships [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Gross amount	48,176	48,176
Finite intangible assets, Accumulated amortization	1,554	1,554
Finite-Lived Intangible Assets, Net	46,622	$ 46,622
Skip Hop Customer Relationships [Member]
Goodwill and Other Intangible Assets [Line Items]
Weighted-average useful life		15 years
Finite intangible assets, Gross amount	44,800	$ 44,800
Finite intangible assets, Accumulated amortization	1,554	1,554
Finite-Lived Intangible Assets, Net	43,246	43,246
Carters Mexico Customer Relationships [Member]
Goodwill and Other Intangible Assets [Line Items]
Finite intangible assets, Gross amount	3,376	3,376
Finite intangible assets, Accumulated amortization	0	0
Finite-Lived Intangible Assets, Net	3,376	$ 3,376
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				$ 49,200
Useful life		15 years
Amortization costs	800	$ 1,600
Remainder of 2017	$ 3,000	$ 3,000

COMMON STOCK (Share Repurchases

COMMON STOCK (Share Repurchases) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Stockholders' Equity Note [Abstract]
Remaining capacity under authorization	$ 123,400		$ 123,400
Number of shares repurchased (shares)	596,178	587,100	1,727,587	2,358,947
Aggregate cost of shares repurchased	$ 52,742	$ 58,929	$ 150,974	$ 239,138
Average price per share (USD per share)	$ 88.47	$ 100.37	$ 87.39	$ 101.37
Dividend declared per common share (USD per share)	$ 0.37	$ 0.33	$ 1.11	$ 0.99

LONG-TERM DEBT (Schedule of Lon

LONG-TERM DEBT (Schedule of Long Term Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Debt Instrument [Line Items]
Long-term debt	$ 687,074	$ 580,376	$ 580,613
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	400,000	400,000	400,000
Less unamortized issuance-related costs for senior notes	(3,926)	(4,601)	(4,820)
Senior notes, net	396,074	395,399	395,180
Secured revolving credit facility [Member]
Debt Instrument [Line Items]
Long-term debt	$ 291,000	$ 184,977	$ 185,433

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details)	Aug. 25, 2017USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2017USD ($)	Aug. 22, 2017USD ($)	Dec. 31, 2016USD ($)	Oct. 01, 2016USD ($)
Debt Instrument [Line Items]
Long-term debt		$ 687,074,000	$ 687,074,000		$ 580,376,000	$ 580,613,000
Outstanding letters of credit		$ 4,500,000	$ 4,500,000
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]
Long-term debt		$ 291,000,000	$ 291,000,000		184,977,000	185,433,000
Available for future borrowing		$ 454,500,000	$ 454,500,000
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%
Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, face amount		$ 400,000,000	$ 400,000,000
Debt issuance costs		3,926,000	3,926,000		4,601,000	4,820,000
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 | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percentage)		2.61%	2.61%
Amended Credit Facility [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio	2.25
Debt issuance costs	$ 2,100,000
Amended Credit Facility [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, face amount				$ 750,000,000
Maximum borrowing capacity	425,000,000
Amended Credit Facility [Member] | United States Dollar Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, face amount				650,000,000
Maximum borrowing capacity	350,000,000
Amended Credit Facility [Member] | United States Dollar Credit Facility [Member] | Letters of Credit [Member]
Debt Instrument [Line Items]
Short-term debt				100,000,000
Amended Credit Facility [Member] | United States Dollar Credit Facility [Member] | Swing Line [Member]
Debt Instrument [Line Items]
Short-term debt				70,000,000
Amended Credit Facility [Member] | Multicurrency Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, face amount				100,000,000
Maximum borrowing capacity	$ 75,000,000
Amended Credit Facility [Member] | Multicurrency Revolving Credit Facility [Member] | Letters of Credit [Member]
Debt Instrument [Line Items]
Short-term debt				40,000,000
Amended Credit Facility [Member] | Multicurrency Revolving Credit Facility [Member] | Swing Line [Member]
Debt Instrument [Line Items]
Short-term debt				$ 15,000,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	$ 3,805	$ 3,776	$ 13,451	$ 13,026
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	983	960	3,182	3,237
Time-based restricted stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	1,706	1,820	5,668	5,682
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	1,116	996	3,419	2,944
Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense	$ 0	$ 0	$ 1,182	$ 1,163

EMPLOYEE BENEFIT PLANS (Details

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 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	$ 1,833	$ 1,887
Expected return on plan assets	(650)	(676)	(1,950)	(2,028)
Amortization of net actuarial loss (gain)	170	145	510	435
Net periodic pension cost	131	98	393	294
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	21	93
Interest cost on accumulated post-retirement benefit obligation	34	44	102	132
Amortization of net actuarial loss (gain)	(76)	(49)	(228)	(147)
Net periodic pension cost	$ (35)	$ 26	$ (105)	$ 78

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Gross unrecognized tax benefits	$ 12,800		$ 12,800
Unrecognized tax benefits that if recognized would impact effective tax rate	8,400		8,400
Reserves for unrecognized tax benefits	1,500		1,500
Interest accrued on uncertain tax positions	1,100	$ 900	1,100	$ 900	$ 800
Excess Tax Benefit	500	400	$ 1,700	4,100
Effective income tax rate			34.00%
Business Acquisition [Line Items]
Deferred income taxes	138,239	$ 129,278	$ 138,239	$ 129,278	$ 130,656
Skip Hop [Member]
Business Acquisition [Line Items]
Deferred income taxes	$ 36,200		$ 36,200

FAIR VALUE MEASUREMENTS Fair 50

FAIR VALUE MEASUREMENTS Fair Value measurements (Hierarchy) (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments	$ 15,700	$ 12,300	$ 11,400
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
Foreign exchange forward contracts	200	0	400
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Investments	0	0	0
Foreign exchange forward contracts	$ 0	$ 0	$ 0

FAIR VALUE MEASUREMENTS FAIR 51

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Investments) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Fair Value Disclosures [Abstract]
Gain (Loss) on Investments	$ 0.4	$ 0.4	$ 1.6	$ 0.8

FAIR VALUE MEASUREMENTS FAIR 52

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Foreign Exchange Forward Contracts) (Details) - USD ($) $ in Millions	Sep. 30, 2017	Oct. 01, 2016
Fair Value Disclosures [Abstract]
Notional Amount	$ 4.6	$ 6

FAIR VALUE MEASUREMENTS FAIR 53

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Debt Obligations) (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 687,074,000	$ 580,376,000	$ 580,613,000
Secured revolving credit facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	291,000,000	184,977,000	185,433,000
Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	400,000,000	$ 400,000,000	$ 400,000,000
Debt Instrument, face amount	400,000,000
Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 412,000,000

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Weighted-average number of common and common equivalent shares outstanding:
Basic number of common shares outstanding	47,303,074	49,526,480	47,829,794	50,282,345
Dilutive effect of equity awards	541,325	460,271	549,213	470,050
Diluted number of common and common equivalent shares outstanding	47,844,399	49,986,751	48,379,007	50,752,395
Basic net income per common share (in thousands, except per share data):
Net income	$ 82,486	$ 80,811	$ 167,075	$ 170,989
Income allocated to participating securities	(653)	(632)	(1,314)	(1,359)
Net income available to common shareholders	$ 81,833	$ 80,179	$ 165,761	$ 169,630
Basic net income per common share (USD per share)	$ 1.73	$ 1.62	$ 3.47	$ 3.37
Diluted net income per common share (in thousands, except per share data):
Net income	$ 82,486	$ 80,811	$ 167,075	$ 170,989
Income allocated to participating securities	(647)	(627)	(1,304)	(1,350)
Net income available to common shareholders	$ 81,839	$ 80,184	$ 165,771	$ 169,639
Diluted net income per common share (USD per share)	$ 1.71	$ 1.60	$ 3.43	$ 3.34
Anti-dilutive shares (in shares)	662,130	246,980	618,826	244,430

OTHER CURRENT AND LONG-TERM L55

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Other Liabilities Disclosure [Abstract]
Accrued bonuses and incentive compensation	$ 9,328	$ 16,834	$ 10,638
Income taxes payable	28,393	8,458	32,242
Accrued employee benefits	12,503	17,165	10,808
Accrued and deferred rent	$ 18,160	$ 15,632	$ 14,875

OTHER CURRENT AND LONG-TERM L56

OTHER CURRENT AND LONG-TERM LIABILITIES (Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016
Other Liabilities Disclosure [Abstract]
Deferred lease incentives	$ 76,599	$ 74,015	$ 73,840

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended				4 Months Ended	9 Months Ended
	Sep. 30, 2017	Jul. 01, 2017	Apr. 01, 2017	Oct. 01, 2016	Jun. 30, 2017	Sep. 30, 2017	Oct. 01, 2016
Segment Reporting Information [Line Items]
Net sales	$ 948,232			$ 901,425		$ 2,373,104	$ 2,264,981
Operating Income (Loss)	$ 130,718			$ 130,894		$ 273,805	$ 287,145
Operating income (loss) as percentage of segment net sales	13.80%			14.50%		11.50%	12.70%
Direct sourcing initiative	$ 100			$ 500		$ 300	$ 500
Acquisition-related costs	800	$ 700	$ 700	0		3,300	0
H.W. Carter and Sons Tradename [Member]
Segment Reporting Information [Line Items]
Amortization of H.W. Carter and Sons tradenames	0			0		0	1,700
Skip Hop [Member]
Segment Reporting Information [Line Items]
Net sales	27,900				$ 63,300
Operating Income (Loss)	(100)				$ (1,000)
Amortization of H.W. Carter and Sons tradenames	800					1,600
Acquisition contingency fair value adjustment	(3,600)			0		(3,600)	0
Retail [Member]
Segment Reporting Information [Line Items]
Restructuring costs	2,700					2,700
Wholesale, Retail and International [Member] | Skip Hop [Member]
Segment Reporting Information [Line Items]
Operating Income (Loss)	400					800
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	$ 948,232			$ 901,425		$ 2,373,104	$ 2,264,981
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	$ 369,577			$ 373,732		$ 879,842	$ 880,908
Percentage of total net sales	39.00%			41.40%		37.10%	38.90%
Operating Income (Loss)	$ 78,572			$ 86,001		$ 184,073	$ 195,921
Operating income (loss) as percentage of segment net sales	21.30%			23.00%		20.90%	22.20%
Operating Segments [Member] | Retail [Member]
Segment Reporting Information [Line Items]
Net sales	$ 454,032			$ 421,698		$ 1,209,625	$ 1,128,569
Percentage of total net sales	47.90%			46.80%		50.90%	49.80%
Operating Income (Loss)	$ 55,789			$ 50,703		$ 128,031	$ 127,124
Operating income (loss) as percentage of segment net sales	12.30%			12.00%		10.60%	11.30%
Operating Segments [Member] | International [Member]
Segment Reporting Information [Line Items]
Net sales	$ 124,623			$ 105,995		$ 283,637	$ 255,504
Percentage of total net sales	13.10%			11.80%		12.00%	11.30%
Operating Income (Loss)	$ 16,726			$ 19,645		$ 28,008	$ 37,191
Operating income (loss) as percentage of segment net sales	13.40%			18.50%		9.90%	14.60%
Corporate [Member]
Segment Reporting Information [Line Items]
Corporate expenses	$ (20,369)			$ (25,455)		$ 66,307	$ 73,091

GUARANTOR UNAUDITED CONDENSED58

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Balance Sheets) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Oct. 01, 2016	Jan. 02, 2016
Current assets:
Cash and cash equivalents	$ 105,370	$ 299,358	$ 140,626	$ 381,209
Accounts receivable, net	285,651	202,471	271,207
Intercompany receivable	0	0	0
Finished goods inventories	609,996	487,591	552,726
Prepaid expenses and other current assets	48,083	32,180	43,155
Deferred income taxes	0	35,486	37,600
Total current assets	1,049,100	1,057,086	1,045,314
Property, plant, and equipment, net of accumulated depreciation of $387,041, $345,907, and $333,660, respectively	382,014	385,874	388,440
Goodwill	234,193	176,009	176,956
Tradenames and other intangible assets, net	412,217	308,928	308,973
Other assets	26,539	18,700	18,022
Intercompany long-term receivable	0	0	0
Intercompany long-term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	2,104,063	1,946,597	1,937,705
Current liabilities:
Accounts payable	193,878	158,432	155,223
Intercompany payables	0	0	0
Other current liabilities	134,031	119,177	126,922
Total current liabilities	327,909	277,609	282,145
Long-term debt, net	687,074	580,376	580,613
Deferred income taxes	138,239	130,656	129,278
Intercompany long-term liability	0	0	0
Intercompany long-term note payable	0	0	0
Other long-term liabilities	178,878	169,832	169,535
Total stockholders' equity	771,963	788,124	776,134
Total liabilities and stockholders' equity	2,104,063	1,946,597	1,937,705
Consolidation, Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0	0
Intercompany receivable	(264,334)	(145,184)	(136,642)
Finished goods inventories	(21,829)	(25,800)	(44,561)
Prepaid expenses and other current assets	0	0	0
Deferred income taxes		0	0
Total current assets	(286,163)	(170,984)	(181,203)
Property, plant, and equipment, net of accumulated depreciation of $387,041, $345,907, and $333,660, 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	(411,787)	(428,436)	(340,887)
Intercompany long-term note receivable	(100,000)	(100,000)	(100,000)
Investment in subsidiaries	(1,959,764)	(1,686,953)	(1,610,962)
Total assets	(2,757,714)	(2,386,373)	(2,233,052)
Current liabilities:
Accounts payable	0	0	0
Intercompany payables	(264,334)	(145,184)	(136,642)
Other current liabilities	0	0	0
Total current liabilities	(264,334)	(145,184)	(136,642)
Long-term debt, net	0	0	0
Deferred income taxes	0	0	0
Intercompany long-term liability	(411,787)	(428,436)	(340,887)
Intercompany long-term note payable	(100,000)	(100,000)	(100,000)
Other long-term liabilities	0	0	0
Total stockholders' equity	(1,981,593)	(1,712,753)	(1,655,523)
Total liabilities and stockholders' equity	(2,757,714)	(2,386,373)	(2,233,052)
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 $387,041, $345,907, and $333,660, respectively	0	0	0
Goodwill	0	0	0
Tradenames and other intangible assets, net	0	0	0
Other assets	0	0	0
Intercompany long-term receivable	0	0	0
Intercompany long-term note receivable	0	0	0
Investment in subsidiaries	771,963	788,124	776,134
Total assets	771,963	788,124	776,134
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	771,963	788,124	776,134
Total liabilities and stockholders' equity	771,963	788,124	776,134
Subsidiary Issuer [Member]
Current assets:
Cash and cash equivalents	56,715	229,056	91,299	325,771
Accounts receivable, net	229,425	176,825	234,979
Intercompany receivable	113,950	55,902	60,570
Finished goods inventories	311,260	278,696	300,044
Prepaid expenses and other current assets	18,339	11,402	22,446
Deferred income taxes		18,476	20,346
Total current assets	729,689	770,357	729,684
Property, plant, and equipment, net of accumulated depreciation of $387,041, $345,907, and $333,660, respectively	149,889	155,187	159,149
Goodwill	136,570	136,570	136,570
Tradenames and other intangible assets, net	223,295	223,428	223,473
Other assets	23,274	17,771	17,130
Intercompany long-term receivable	0	0	0
Intercompany long-term note receivable	100,000	100,000	100,000
Investment in subsidiaries	983,708	753,753	707,381
Total assets	2,346,425	2,157,066	2,073,387
Current liabilities:
Accounts payable	120,892	97,103	99,175
Intercompany payables	148,416	85,894	74,414
Other current liabilities	45,657	16,473	24,842
Total current liabilities	314,965	199,470	198,431
Long-term debt, net	687,074	561,399	561,180
Deferred income taxes	70,290	87,116	83,998
Intercompany long-term liability	411,787	428,436	340,887
Intercompany long-term note payable	0	0	0
Other long-term liabilities	68,517	66,721	68,196
Total stockholders' equity	793,792	813,924	820,695
Total liabilities and stockholders' equity	2,346,425	2,157,066	2,073,387
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	17,771	11,817	8,477	14,652
Accounts receivable, net	37,165	18,315	27,047
Intercompany receivable	114,420	74,681	72,037
Finished goods inventories	245,934	174,542	231,511
Prepaid expenses and other current assets	20,036	16,028	15,988
Deferred income taxes		15,440	15,579
Total current assets	435,326	310,823	370,639
Property, plant, and equipment, net of accumulated depreciation of $387,041, $345,907, and $333,660, respectively	192,065	194,691	194,078
Goodwill	48,566	0	0
Tradenames and other intangible assets, net	185,546	85,500	85,500
Other assets	1,533	605	641
Intercompany long-term receivable	411,787	428,436	340,887
Intercompany long-term note receivable	0	0	0
Investment in subsidiaries	204,093	145,076	127,447
Total assets	1,478,916	1,165,131	1,119,192
Current liabilities:
Accounts payable	54,334	41,947	36,003
Intercompany payables	111,972	55,257	58,787
Other current liabilities	75,865	90,718	92,168
Total current liabilities	242,171	187,922	186,958
Long-term debt, net	0	0	0
Deferred income taxes	67,050	43,540	45,280
Intercompany long-term liability	0	0	0
Intercompany long-term note payable	100,000	100,000	100,000
Other long-term liabilities	95,329	89,252	88,906
Total stockholders' equity	974,366	744,417	698,048
Total liabilities and stockholders' equity	1,478,916	1,165,131	1,119,192
Non-Guarantors Subsidiaries [Member]
Current assets:
Cash and cash equivalents	30,884	58,485	40,850	$ 40,786
Accounts receivable, net	19,061	7,331	9,181
Intercompany receivable	35,964	14,601	4,035
Finished goods inventories	74,631	60,153	65,732
Prepaid expenses and other current assets	9,708	4,750	4,721
Deferred income taxes		1,570	1,675
Total current assets	170,248	146,890	126,194
Property, plant, and equipment, net of accumulated depreciation of $387,041, $345,907, and $333,660, respectively	40,060	35,996	35,213
Goodwill	49,057	39,439	40,386
Tradenames and other intangible assets, net	3,376	0	0
Other assets	1,732	324	251
Intercompany long-term receivable	0	0	0
Intercompany long-term note receivable	0	0	0
Investment in subsidiaries	0	0	0
Total assets	264,473	222,649	202,044
Current liabilities:
Accounts payable	18,652	19,382	20,045
Intercompany payables	3,946	4,033	3,441
Other current liabilities	12,509	11,986	9,912
Total current liabilities	35,107	35,401	33,398
Long-term debt, net	0	18,977	19,433
Deferred income taxes	899	0	0
Intercompany long-term liability	0	0	0
Intercompany long-term note payable	0	0	0
Other long-term liabilities	15,032	13,859	12,433
Total stockholders' equity	213,435	154,412	136,780
Total liabilities and stockholders' equity	$ 264,473	$ 222,649	$ 202,044

GUARANTOR UNAUDITED CONDENSED59

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Income Statement) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Condensed Income Statements, Captions [Line Items]
Net sales	$ 948,232	$ 901,425	$ 2,373,104	$ 2,264,981
Cost of goods sold	544,384	525,879	1,349,997	1,296,324
Gross profit	403,848	375,546	1,023,107	968,657
Selling, general, and administrative expenses	283,480	255,322	781,420	712,782
Royalty income	(10,350)	(10,670)	(32,118)	(31,270)
Operating income	130,718	130,894	273,805	287,145
Interest expense	8,061	6,779	22,359	20,321
Interest income	(41)	(68)	(259)	(453)
(Income) loss in subsidiaries	0	0	0	0
Other (income) expense, net	(815)	(36)	(1,580)	3,673
Income before income taxes	123,513	124,219	253,285	263,604
Provision for income taxes	41,027	43,408	86,210	92,615
Net income	82,486	80,811	167,075	170,989
Consolidation, Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	(251,353)	(215,167)	(596,827)	(542,307)
Cost of goods sold	(236,323)	(201,639)	(582,782)	(513,156)
Gross profit	(15,030)	(13,528)	(14,045)	(29,151)
Selling, general, and administrative expenses	(8,767)	(8,737)	(25,986)	(26,255)
Royalty income	3,396	2,619	7,970	6,873
Operating income	(9,659)	(7,410)	3,971	(9,769)
Interest expense	(1,327)	(1,327)	(3,981)	(3,981)
Interest income	1,327	1,327	3,981	3,981
(Income) loss in subsidiaries	98,247	78,244	159,141	157,649
Other (income) expense, net	0	0	0	0
Income before income taxes	(107,906)	(85,654)	(155,170)	(167,418)
Provision for income taxes	0	0	0	0
Net income	(107,906)	(85,654)	(155,170)	(167,418)
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	(82,486)	(80,811)	(167,075)	(170,989)
Other (income) expense, net	0	0	0	0
Income before income taxes	82,486	80,811	167,075	170,989
Provision for income taxes	0	0	0	0
Net income	82,486	80,811	167,075	170,989
Subsidiary Issuer [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	587,022	584,206	1,393,351	1,396,768
Cost of goods sold	423,433	409,937	1,014,968	995,828
Gross profit	163,589	174,269	378,383	400,940
Selling, general, and administrative expenses	49,368	49,965	128,595	132,986
Royalty income	(8,245)	(7,624)	(25,580)	(23,753)
Operating income	122,466	131,928	275,368	291,707
Interest expense	8,013	6,634	22,124	19,909
Interest income	(1,330)	(1,379)	(4,169)	(4,353)
(Income) loss in subsidiaries	(4,725)	9,249	23,328	26,079
Other (income) expense, net	(120)	(204)	(745)	(377)
Income before income taxes	120,628	117,628	234,830	250,449
Provision for income taxes	28,484	29,407	71,727	69,691
Net income	92,144	88,221	163,103	180,758
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	506,461	452,755	1,337,561	1,208,841
Cost of goods sold	297,776	274,521	783,865	706,525
Gross profit	208,685	178,234	553,696	502,316
Selling, general, and administrative expenses	210,175	187,298	593,544	533,364
Royalty income	(5,501)	(5,665)	(14,508)	(14,390)
Operating income	4,011	(3,399)	(25,340)	(16,658)
Interest expense	1,375	1,364	4,121	4,070
Interest income	0	0	0	0
(Income) loss in subsidiaries	(11,036)	(6,682)	(15,394)	(12,739)
Other (income) expense, net	123	259	771	432
Income before income taxes	13,549	1,660	(14,838)	(8,421)
Provision for income taxes	8,823	10,909	8,489	17,658
Net income	4,726	(9,249)	(23,327)	(26,079)
Non-Guarantors Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	106,102	79,631	239,019	201,679
Cost of goods sold	59,498	43,060	133,946	107,127
Gross profit	46,604	36,571	105,073	94,552
Selling, general, and administrative expenses	32,704	26,796	85,267	72,687
Royalty income	0	0	0	0
Operating income	13,900	9,775	19,806	21,865
Interest expense	0	108	95	323
Interest income	(38)	(16)	(71)	(81)
(Income) loss in subsidiaries	0	0	0	0
Other (income) expense, net	(818)	(91)	(1,606)	3,618
Income before income taxes	14,756	9,774	21,388	18,005
Provision for income taxes	3,720	3,092	5,994	5,266
Net income	$ 11,036	$ 6,682	$ 15,394	$ 12,739

GUARANTOR UNAUDITED CONDENSED60

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016	Sep. 30, 2017	Oct. 01, 2016
Condensed Financial Statements, Captions [Line Items]
Net income	$ 82,486	$ 80,811	$ 167,075	$ 170,989
Foreign currency translation adjustments	4,157	(1,356)	8,244	4,478
Comprehensive income	86,643	79,455	175,319	175,467
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	(107,906)	(85,654)	(155,170)	(167,418)
Foreign currency translation adjustments	(12,471)	4,068	(24,732)	(13,434)
Comprehensive income	(120,377)	(81,586)	(179,902)	(180,852)
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	82,486	80,811	167,075	170,989
Foreign currency translation adjustments	4,157	(1,356)	8,244	4,478
Comprehensive income	86,643	79,455	175,319	175,467
Subsidiary Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	92,144	88,221	163,103	180,758
Foreign currency translation adjustments	4,157	(1,356)	8,244	4,478
Comprehensive income	96,301	86,865	171,347	185,236
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	4,726	(9,249)	(23,327)	(26,079)
Foreign currency translation adjustments	4,157	(1,356)	8,244	4,478
Comprehensive income	8,883	(10,605)	(15,083)	(21,601)
Non-Guarantors Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net income	11,036	6,682	15,394	12,739
Foreign currency translation adjustments	4,157	(1,356)	8,244	4,478
Comprehensive income	$ 15,193	$ 5,326	$ 23,638	$ 17,217

GUARANTOR UNAUDITED CONDENSED61

GUARANTOR UNAUDITED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Cash Flows) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Oct. 01, 2016
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	$ 117,506	$ 116,574
Cash flows from investing activities:
Capital expenditures	(51,656)	(71,190)
Intercompany investing activity	0	0
Proceeds from sale of property, plant, and equipment	0	216
Acquisition of business, net of cash acquired	(159,365)	0
Net cash used in investing activities	(211,021)	(70,974)
Cash flows from financing activities:
Intercompany financing activity	0	0
Borrowings under secured revolving credit facility	200,000	0
Payments on secured revolving credit facility	(93,965)	0
Payment of debt issuance costs	(2,138)	0
Dividends paid	(53,443)	(50,131)
Repurchases of common stock	(150,974)	(239,138)
Income tax benefit from stock-based compensation	0	4,067
Withholdings from vestings of restricted stock	(5,654)	(8,594)
Proceeds from exercises of stock options	5,140	6,386
Net cash used in financing activities	(101,034)	(287,410)
Effect of exchange rate changes on cash and cash equivalents	561	1,227
Net increase (decrease) in cash and cash equivalents	(193,988)	(240,583)
Cash and cash equivalents, beginning of period	299,358	381,209
Cash and cash equivalents, end of period	105,370	140,626
Consolidation, Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	0	0
Cash flows from investing activities:
Capital expenditures	0	0
Intercompany investing activity	(204,421)	(289,269)
Proceeds from sale of property, plant, and equipment		0
Acquisition of business, net of cash acquired	0
Net cash used in investing activities	(204,421)	(289,269)
Cash flows from financing activities:
Intercompany financing activity	204,421	289,269
Borrowings under secured revolving credit facility	0
Payments on secured revolving credit facility	0
Payment of debt issuance costs	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 financing activities	204,421	289,269
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]
Net cash provided by operating activities	0	0
Cash flows from investing activities:
Capital expenditures	0	0
Intercompany investing activity	204,931	291,477
Proceeds from sale of property, plant, and equipment		0
Acquisition of business, net of cash acquired	0
Net cash used in investing activities	204,931	291,477
Cash flows from financing activities:
Intercompany financing activity	0	0
Borrowings under secured revolving credit facility	0
Payments on secured revolving credit facility	0
Payment of debt issuance costs	0
Dividends paid	(53,443)	(50,131)
Repurchases of common stock	(150,974)	(239,138)
Income tax benefit from stock-based compensation		0
Withholdings from vestings of restricted stock	(5,654)	(8,594)
Proceeds from exercises of stock options	5,140	6,386
Net cash used in financing activities	(204,931)	(291,477)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents, beginning of period	0	0
Cash and cash equivalents, end of period	0	0
Subsidiary Issuer [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	53,299	88,493
Cash flows from investing activities:
Capital expenditures	(16,678)	(19,782)
Intercompany investing activity	(510)	(353)
Proceeds from sale of property, plant, and equipment		23
Acquisition of business, net of cash acquired	(144,520)
Net cash used in investing activities	(161,708)	(20,112)
Cash flows from financing activities:
Intercompany financing activity	(186,794)	(305,065)
Borrowings under secured revolving credit facility	200,000
Payments on secured revolving credit facility	(75,000)
Payment of debt issuance costs	(2,138)
Dividends paid	0	0
Repurchases of common stock	0	0
Income tax benefit from stock-based compensation		2,212
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash used in financing activities	(63,932)	(302,853)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	(172,341)	(234,472)
Cash and cash equivalents, beginning of period	229,056	325,771
Cash and cash equivalents, end of period	56,715	91,299
Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	54,935	24,058
Cash flows from investing activities:
Capital expenditures	(28,867)	(44,304)
Intercompany investing activity	0	(1,855)
Proceeds from sale of property, plant, and equipment		0
Acquisition of business, net of cash acquired	746
Net cash used in investing activities	(28,121)	(46,159)
Cash flows from financing activities:
Intercompany financing activity	(20,860)	14,071
Borrowings under secured revolving credit facility	0
Payments on secured revolving credit facility	0
Payment of debt issuance costs	0
Dividends paid	0	0
Repurchases of common stock	0	0
Income tax benefit from stock-based compensation		1,855
Withholdings from vestings of restricted stock	0	0
Proceeds from exercises of stock options	0	0
Net cash used in financing activities	(20,860)	15,926
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	5,954	(6,175)
Cash and cash equivalents, beginning of period	11,817	14,652
Cash and cash equivalents, end of period	17,771	8,477
Non-Guarantors Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by operating activities	9,272	4,023
Cash flows from investing activities:
Capital expenditures	(6,111)	(7,104)
Intercompany investing activity	0	0
Proceeds from sale of property, plant, and equipment		193
Acquisition of business, net of cash acquired	(15,591)
Net cash used in investing activities	(21,702)	(6,911)
Cash flows from financing activities:
Intercompany financing activity	3,233	1,725
Borrowings under secured revolving credit facility	0
Payments on secured revolving credit facility	(18,965)
Payment of debt issuance costs	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 financing activities	(15,732)	1,725
Effect of exchange rate changes on cash and cash equivalents	561	1,227
Net increase (decrease) in cash and cash equivalents	(27,601)	64
Cash and cash equivalents, beginning of period	58,485	40,786
Cash and cash equivalents, end of period	$ 30,884	$ 40,850