CARTERS INC
For the period ended Dec 30, 2023. Filed Feb 27, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 27, 2024
CRI$34.29-1.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| (A) · Page | ||
|---|---|---|
| 1. | Financial Statements filed as part of this report | 47 |
| Report of Independent Registered Public Accounting Firm | 48 | |
| Consolidated Balance Sheets at December 30, 2023 and December 31, 2022 | 50 | |
| Consolidated Statements of Operations for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 | 51 | |
| Consolidated Statements of Comprehensive Income for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 | 52 | |
| Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 | 53 | |
| Consolidated Statements of Changes in Shareholders' Equity for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 | 54 | |
| Notes to Consolidated Financial Statements | 55 | |
| 2. | Financial Statement Schedules: None | |
| (B) · Exhibits: | ||||
|---|---|---|---|---|
| Incorporated by Reference | ||||
| Exhibit Number · Exhibit Description · Form · Exhibit Number · Filing Date · Filed Herewith | ||||
| 3.1 | Amended and Restated Certificate of Incorporation of Carter’s, Inc. | 8-K | 3.1 | May 23, 2017 |
| 3.2 | Amended and Restated By-Laws of Carter’s, Inc. | 8-K | 3.1 | August 18, 2023 |
| 4.1 | Specimen Certificate of Common Stock | S-1/A | 4.1 | October 10, 2003 |
| 4.2 | Indenture, dated March 14, 2019, by and among The William Carter Company, certain guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee | 8-K | 4.1 | March 14, 2019 |
| 4.2.1 | Form of 5.625% Senior Notes due 2027 (included in Exhibit 4.2). | 8-K | 4.1 | March 14, 2019 |
| 4.3 | Description of Securities | 10-K | 4.3 | February 24, 2020 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · Exhibit Number · Filing Date · Filed Herewith | ||||
| 10.1 | Fourth Amended and Restated Credit Agreement, dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter’s Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Dollar Facility Swing Line Lender, U.S. Dollar Facility L/C Issuer and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan Europe Limited, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, Bank of America, N.A. and Bank of Montreal, as Co-Syndication Agents, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Capital Markets Corp., as Joint Lead Arrangers and Bookrunners, Branch Banking & Trust Company, HSBC Securities (USA) Inc., Royal Bank of Canada, SunTrust Bank, U.S. Bank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents and certain other lenders party thereto | 8-K | 10.1 | August 31, 2017 |
| 10.1.1 | Amendment No. 1, dated as of September 21, 2018, to the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter’s Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan Europe Limited, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, each lender from time to time party thereto and the other parties party thereto | 8-K | 10.1 | September 26, 2018 |
| 10.1.2 | Amendment No. 2, dated as of May 4, 2020, to the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter's Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan Europe Limited, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, each lender from time to time party thereto and the other parties party thereto | 10-Q | 10.1 | July 24, 2020 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · Exhibit Number · Filing Date · Filed Herewith | ||||
| 10.1.3 | Amendment No. 3, dated as of April 21, 2021, to the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter's Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, JPMorgan Chase Bank, N.A., as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, each lender from time to time party thereto and the other parties party thereto | 8-K | 10.1 | April 26, 2021 |
| 10.1.4 | AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April 11, 2022 (this “Amendment No. 4”), relating to (i) the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, among THE WILLIAM CARTER COMPANY, a Massachusetts corporation (the “U.S. Borrower”), The Genuine Canadian Corp., an Ontario corporation (the “Canadian Borrower”), CARTER’S HOLDINGS B.V., having its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered with the Dutch trade register under number 63530201 (“Dutch Borrower” and, together with the U.S. Borrower and the Canadian Borrower, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. MORGAN SE, as European Agent, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer and the other parties party thereto | 8-K | 10.1 | April 14, 2022 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | Filed Herewith |
| 10.2 * | Form of Severance Agreement entered into from time to time between The William Carter Company and executive officers | 10-Q | 10.2 | October 29, 2015 | |
| 10.3 * | Amended and Restated Equity Incentive Plan (Effective May 17, 2018) | DEF 14A | Appendix B | April 4, 2018 | |
| 10.4 * | Amended and Restated Equity Incentive Plan (Effective February 15, 2024) | 8-K | 10.1 | February 16, 2024 | |
| 10.5 * | Amended and Restated Annual Incentive Compensation Plan | DEF 14A | Appendix C | March 31, 2016 | |
| 10.6 * | The William Carter Company Severance Plan, amended and restated effective January 1, 2020 | 10-K | 10.5 | February 24, 2020 | |
| 10.7 * | The William Carter Company Deferred Compensation Plan, dated as of November 10, 2010 | 10-K | 10.20 | March 2, 2011 | |
| 10.8 * | FORM OF Restricted Stock Award Agreement (Time Vesting) (2023 Awards) | 10-Q | 10.1 | April 28, 2023 | |
| 10.9 * | FORM OF Performance-Based Restricted Stock Agreement (2023 Awards) | 10-Q | 10.2 | April 28, 2023 | |
| 10.10 * | Consulting Agreement, effective March 1, 2024, between The William Carter Company and Brian J. Lynch | x | |||
| 10.11 | Lease Agreement dated March 29, 2012, between The William Carter Company and Duke Secured Financing 2009-1 ALZ, LLC (Braselton Distribution Center) | 10-Q | 10.21 | April 27, 2012 | |
| 10.12 | First Amendment to Lease Agreement dated December 4, 2013, between The William Carter Company and Duke Secured Financing 2009-1 ALZ, LLC (Braselton Distribution Center) | x | |||
| 10.13 | Second Amendment to Lease Agreement dated December 17, 2014, between The William Carter Company and Duke Secured Financing 2009-1 ALZ, LLC (Braselton Distribution Center) | x | |||
| 10.14 | Lease Agreement dated December 14, 2012, between The William Carter Company and Phipps Tower Associates, LLC | 8-K | 10.1 | December 14, 2012 | |
| 10.15 · First Amendment to Lease Agreement dated February 28, 2013, between The William Carter Company and Phipps Tower Associates, LLC · x | |||||
|---|---|---|---|---|---|
| 10.16 | Second Amendment to Lease Agreement dated June 17, 2013, between The William Carter Company and Phipps Tower Associates, LLC | 10-Q | 10.19 | October 24, 2013 | |
| 10.17 | Third Amendment to Lease Agreement dated August 31, 2016, between The William Carter Company and John Hancock Life Insurance Company (U.S.A.) | x | |||
| 10.18 | Fourth Amendment to Lease Agreement dated December 1, 2021, between The William Carter Company and Hancock S-REIT ATL Phipps LLC | x | |||
| 10.19 | Fifth Amendment to Lease Agreement dated February 9, 2023, between The William Carter Company and Hancock S-REIT ATL Phipps LLC | x | |||
| 21 | Subsidiaries of Carter’s, Inc. | x | |||
| 23 | Consent of Independent Registered Public Accounting Firm. | x | |||
| 31.1 | Rule 13a-15(e)/15d-15(e) and 13a-15(f)/15d-15(f) Certification. | x | |||
| 31.2 | Rule 13a-15(e)/15d-15(e) and 13a-15(f)/15d-15(f) Certification. | x | |||
| 32 * * | Section 1350 Certification. | x | |||
| 97.1 | Carter’s, Inc. Clawback Policy Adopted on August 4, 2023 | x | |||
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | Filed Herewith |
|---|---|---|---|---|---|
| 101.INS | XBRL Instance Document - the instant document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | x | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | x | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | x | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | x | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | x | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | x | |||
- Indicates a management contract or compensatory plan.
** Furnished herewith as an Exhibit.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.