RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
We have providednon-GAAP adjusted operating income and diluted net income per common share measures, which exclude certain items presented below. We believe that this information provides a meaningful comparison of our results and affords investors a view of what management considers to be our core performance, and we also, from time to time, use some of thesenon-GAAP measures, such as adjusted operating income, as performance metrics in awards under our annual and long-term incentive compensation plans. These measures are not in accordance with, or an alternative to, generally accepted accounting principles in the U.S. (GAAP). The most comparable GAAP measures are operating income and diluted net income per common share, respectively. Adjusted operating income and diluted net income per common share should not be considered in isolation or as a substitute for analysis of our results as reported in accordance with GAAP. Other companies may calculate adjusted operating income and diluted net income per common share differently than we do, limiting the usefulness of the measure for comparisons with other companies
| Fiscal Year Ended |
|---|
| December 30, 2023 · December 31, 2022 · January 1, 2022 · January 2, 2021 (*) |
|---|
| (In millions, except earnings per share) | Operating Income | DilutedNetIncomeperCommonShare | Operating Income | DilutedNetIncomeperCommonShare | OperatingIncome | DilutedNetIncomeperCommonShare | OperatingIncome | DilutedNetIncomeperCommonShare |
|---|
| As reported (GAAP) | $323.4 | $6.24 | $379.2 | $6.34 | $497.1 | $7.81 | $189.9 | $2.50 |
|---|
| Organizational restructuring(1) | 4.4 | 0.09 | — | — | 2.4 | 0.04 | 16.6 | 0.29 |
|---|
| Legal settlement(2) | — | (0.14) | — | — | — | — | — | — |
|---|
| Loss on extinguishment of debt(3) | — | — | — | 0.38 | — | — | — | — |
|---|
| Intangible asset impairment(4) | — | — | 9.0 | 0.17 | — | — | 26.5 | 0.46 |
|---|
| COVID-19 expenses (5) | — | — | — | — | 3.9 | 0.07 | 21.4 | 0.37 |
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| Retail store operating leases and other long-lived asset impairments, net (6) | — | — | — | — | (2.6) | (0.05) | 7.6 | 0.13 |
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| Goodwill impairment (7) | — | — | — | — | — | — | 17.7 | 0.40 |
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| As adjusted | $327.8 | $6.19 | $388.2 | $6.90 | $500.8 | $7.87 | $279.8 | $4.16 |
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| (*) | Fiscal year 2020 included 53 weeks, compared to 52 weeks in fiscal 2023, 2022, and 2021. |
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| (1) | Related to charges for organizational restructuring and related corporate office lease amendment actions in fiscal 2023. Fiscal 2021 and 2020 amounts relate to certain lease exit, severance and related costs resulting from restructuring actions (not related to COVID-19). |
| (2) | In fiscal 2023, a pre-tax adjustment of approximately $6.9 million ($5.3 million net of tax, or $0.14 per diluted share) was made related to a gain on a court-approved settlement in December 2023. |
| (3) | In fiscal 2022, a pre-tax adjustment of approximately $19.9 million ($15.2 million net of tax, or $0.38 per diluted share) was made related to a loss on extinguishment of debt in fiscal 2022. |
| (4) | Related to the write-down of the Skip Hop tradename asset in fiscal 2022. Fiscal 2020 write-down relates to OshKosh and Skip Hop tradename assets. |
| (5) | Net expenses incurred due to the COVID-19 pandemic. |
| (6) | Impairments include an immaterial gain on the remeasurement of retail store operating leases. |
| (7) | Goodwill impairment charge recorded in the International segment. |
Note: Results may not be additive due to rounding.
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/CRI • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote PHONE Call 1-866-649-0070 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided You must register to attend the meeting online and/or participate at www.proxydocs.com/CRI P.O. BOX 8016, CARY, NC 27512-9903 Carter’s, Inc. Annual Meeting of Stockholders For Stockholders of record as of March 20, 2024 DATE: Thursday, May 16, 2024 TIME: 1:00 PM, Eastern Time PLACE: Annual Meeting to be held live via the Internet—please visit www.proxydocs.com/CRI for more details. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Michael D. Casey and Antonio D. Robinson (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Carter’s, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Carter’s, Inc. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 PROPOSAL 1. Election of Directors BOARD OF DIRECTORS YOUR VOTE RECOMMENDS FOR AGAINST ABSTAIN FOR 1.01 Rochester (Rock) Anderson, Jr. 1.02 Jeffrey H. Black 1.03 Hali Borenstein 1.04 Michael D. Casey 1.05 Luis Borgen 1.06 Jevin S. Eagle 1.07 Mark P. Hipp 1.08 William J. Montgoris 1.09 Stacey S. Rauch 1.10 Gretchen W. Schar 1.11 Stephanie P. Stahl 2. Advisory approval of compensation for our named executive officers for 2023 (the“say-on-pay” vote); 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024; and 4. The transaction of such other business as may properly come before the meeting. You must register to attend the meeting online and/or participate at www.proxydocs.com/CRI Authorized Signatures—Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date
