Carter’s, Inc. 2013 Annual Report Carter’s, Inc. 2013 Annual Report 44733_Cover.indd 1 3/28/14 1:47 PM 44733_Cover.indd 2 3/28/14 1:47 PM The day I became yours, you became mine. It’s the tiniest hands and the smallest feet that lead you on the journey of a lifetime. And through every moment, you can count on Carter’s to be right there with you. We pay attention to all of the little details that make getting dressed easier for moms and more comfortable for kids. So, bathe them in love and count on Carter’s to clothe them in comfort, from the fi rst night home to the fi rst day of school and every fi rst in between. 44733_New.indd 3 4/4/14 12:46 PM Dear Fellow Shareholders, Over the past year, Carter’s continued to strengthen its leadership position in the young children’s apparel market. In 2013, we achieved a record level of sales and earnings, increased our market share, improved our operating margin, and returned nearly half a billion dollars to shareholders through dividends and share repurchases. 2013 Highlights • Grew consolidated net sales by 11% to $2.6 billion; our 25th consecutive year of sales growth • Improved our leading market share position in the United States from 15% to 16% • Grew Carter’s Retail sales by 17% • Grew International sales by 31% • Achieved record operating profi t of $264 million • Returned $482 million to shareholders through share repurchases and dividends Our Focus Over the past 10 years, we have achieved compounded average annual growth in sales and net income of 14% and 21%, respectively. Looking forward, we believe we have the ability to grow sales by 8% to 10% a year, on average, over the next fi ve years, with earnings growing at a better rate than sales. To support these growth objectives we are focused on the following priorities for our business: • Provide the best value and experience in young children’s apparel We are the largest branded marketer in the United States of apparel exclusively for babies and young children. We own two of the best known and most trusted brands in the children’s apparel industry, Carter’s and OshKosh B’gosh. Generations of families have trusted our iconic brands for their quality and value for well over 100 years. In recent years, we have focused on refreshing our brand presentation in all channels of distribution. With the support of our wholesale customers, we have improved our brand presentation by investing in point of sale fi xturing, lifestyle photography, and marketing. In our own stores, we have increased our remodeling investments, removed fi xtures to ease shopping with strollers, and improved the fl ow of inventory. We have also introduced a side-by-side store model which enables consumers to shop our brands in one convenient location. On our websites, we have elevated product imagery and enhanced navigation capabilities to improve our consumers’ online shopping experience. We plan to continue to strengthen and invest in our brands to further diff erentiate our products in the marketplace. • Extend the reach of our brands We believe that no other children’s apparel company has the extensive distribution network of our multi-channel business model. Our brands are sold in over 18,000 doors in the United States through national and regional retailers, in our own stores, and online. Globally, we reach consumers in over 60 countries through wholesale and licensing relationships, in over 100 countries through our websites, and through 102 Company-operated stores in Canada. We aspire to be the world’s favorite brands in young children’s apparel. We believe we have the opportunity to extend the reach of our brands by continuing to support our national retail partners, improving the convenience of shopping in our stores and online, and strengthening our international presence. We are the largest supplier of young children’s apparel to the largest retailers in the United States. In 2013, our Carter’s Wholesale segment reached a signifi cant milestone by surpassing $1 billion in sales. We plan to continue to support our wholesale partners with the best selection of our product off erings and more effi cient fulfi llment services enabled by our new multi-channel distribution facility in Georgia. 44733_New.indd 4 4/4/14 12:46 PM Over the past decade, we focused on bringing our brands closer to the consumer by extending our retail store model from outlet centers to high-traffi c shopping centers and launching our eCommerce business. In 2013, we opened 65 Carter’s and 18 OshKosh stores in the United States, increasing our total domestic store count by 13% to 657 locations. Our U.S. eCommerce business grew nearly 50% to $211 million and now represents 17% of our total Retail segment sales. Through new store openings and continued growth in eCommerce, we expect our combined U.S. Retail segment to grow over 10% per year on average through 2018. In 2013, our International segment sales grew 31% and represented 11% of total Company sales. Over the past year, we opened 21 retail stores in Canada, expanded relationships with our global wholesale partners, and grew our eCommerce business. We plan to replicate the success of our U.S. multi-channel model in Canada by opening additional co-branded stores, expanding our wholesale relationships, and launching in-country eCommerce operations later this year. We are also focused on realizing the full potential of relationships with other wholesale distributors and licensees who currently sell our brands in over 60 countries. We continue to evaluate opportunities in high potential markets such as China, Mexico, and Brazil. • Improve profi tability In 2013, we achieved record operating profi ts. This performance refl ects the strength of our multi-channel business model, strong product performance, eff ective pricing and promotional strategies, and improved supply chain capabilities. To achieve our earnings growth objectives, we are focused on: • growing our high margin retail, eCommerce, and international businesses; • enhancing our direct sourcing and distribution capabilities; • improving inventory management disciplines; • increasing OshKosh profi tability; and • improving productivity. During the past year, we strengthened our business by investing over $180 million in capital expenditures in key areas including new retail stores in the United States and Canada, the buildout of our new multi-channel distribution center in Georgia, the consolidation of operations into a new headquarters in Atlanta, and strengthening information technology capabilities. We believe these investments will enable us to achieve our long-term growth objectives. We believe our business model will continue to generate strong cash fl ow, enabling us to invest in our growth initiatives and return excess capital to shareholders. 2013 was a signifi cant year for us in terms of capital structure and return of capital initiatives. We improved our capital structure by adding $400 million in long-term debt at a historically attractive interest rate. This fi nancing enabled us to execute $454 million in share repurchases and retire 9% of our outstanding shares. We also initiated a recurring dividend in the second quarter and distributed an additional $28 million to shareholders. Given the many opportunities to grow and improve our multi-channel business, we are planning good growth in sales and earnings in 2014. We have an extraordinarily talented and engaged organization that has demonstrated its ability to deliver exceptional value for consumers and returns for shareholders over an extended period of time. On behalf of our Board of Directors, Leadership Team, and all of our dedicated employees, thank you for your investment in Carter’s. Sincerely, Michael D. Casey Chairman and Chief Executive Offi cer April 4, 2014 44733_New.indd 5 4/4/14 12:46 PM Our Story Carter’s, Inc. owns the largest share of the $19 billion baby and young children’s apparel market (ages zero to seven) in the United States. We own two of the best known and trusted brand names in young children’s apparel, Carter’s and OshKosh B’gosh. Both of these iconic brands have more than 100 years of rich history; Carter’s was established in 1865 and OshKosh B’Gosh in 1895. Our Genuine Kids, Just One You, and Precious Firsts brands are sold at Target, and our Child of Mine brand is sold at Walmart. We have the broadest distribution of young children’s apparel in the market. In 2013, our multi-channel business model generated $2.6 billion in net sales. In the United States, we reach a wide range of consumers through more than 18,000 stores, including the largest retailers in the country, 657 Company- operated stores, and our websites. Internationally, we reach consumers in over 60 countries through wholesale and licensing relationships, in over 100 countries through our websites, and through 102 Company-operated stores in Canada. We off er a broad product assortment – including baby, sleepwear, playclothes, and related accessories – all at very aff ordable prices. Financial Highlights (dollars in thousands, except per share data) Fiscal Fiscal Fiscal Summary of Operations 2013 2012 2011 As reported (a) Net sales $2,638,711 $2,381,734 $2,109,734 Gross margin 41.5% 39.4% 32.8% Operating income $264,151 $261,986 $187,466 Operating margin 10.0% 11.0% 8.9% Net income $160,407 $161,150 $114,016 Diluted earnings per share $2.75 $2.69 $1.94 Net cash provided by operating activities $209,696 $278,619 $81,074 As adjusted (b) Operating income $319,832 $275,065 $199,672 Operating margin 12.1% 11.5% 9.5% Net income $196,532 $170,717 $123,229 Diluted earnings per share $3.37 $2.85 $2.09 (a) Results “as reported” are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).