Michael Casey – Chairman and CEO Richard Westenberger – EVP and CFO Brian Lynch – President

Taposh Bari – Goldman Sachs Robert Ohmes – Bank of America Merrill Lynch Susan Anderson – FBR Scott Krasik – BB&T Capital Markets Stephanie Wissink – Piper Jaffray

Ladies and gentlemen, please standby, we are about to begin. Good day, everyone, and welcome to the Carter’s Fourth Quarter and Fiscal 2013 Earnings Conference Call. On the call today are Michael Casey, Chairman and Chief Executive Officer; Richard Westenberger, Executive Vice President and Chief Financial Officer; Brian Lynch, President; and Sean McHugh, Vice President and Treasury. After today’s prepared remarks, we will take questions as time allows. Carter’s issued its fourth quarter and fiscal 2013 earnings press release earlier this morning. A copy of the release and presentation materials for today’s call have been posted on the Investor Relations section of the company’s website at www.carters.com. Before we begin, let me remind you that statements made on this conference call and in the company’s presentation materials about the company’s outlook, plans and future performance are forward-looking statements, and actual results may differ materially from those projected. For discussion of factors that could cause actual results to vary from those contained in the forward-looking statements, please refer to the company’s most recent annual report filed with the Securities and Exchange Commission. Also on this call, the company will reference various GAAP financial measurements. A reconciliation of these non-GAAP financial measurements to the GAAP financial measurements is provided in the company’s earnings release and presentation materials. Also, today’s call is being recorded. And now I would like to turn the call over to Mr. Casey.

Thanks very much. Good morning, everyone. Thank you for joining us on the call. Before we walk you through the presentation on our website, I’d like to share some thoughts on our business with you. Earlier today we announced a record level of sales and earnings for the fourth quarter and the year. This was our 25th consecutive year of sales growth, and a significant year for our company in many ways. Last year we strengthened our leadership position in the young children’s apparel market, increasing our share from about 15% to over 16%. Our total domestic wholesale and retail businesses, each exceeded a $1 billion in sales. We made significant investments to enable growth in our business with over $180 million in CapEx, and we distributed nearly $0.5 billion in capital to our shareholders through share repurchases and dividends. We were focused on four key priorities in 2013. The first was to consolidate our operations in Georgia. The second was to improve our supply chain performance. The third was to strengthen our information systems. And the fourth was to integrate our retail operations in Japan. With respect to the office consolidation, that initiative is now largely completed. In the fourth quarter we transitioned into a new headquarters in Atlanta, Georgia. Our retail, eCommerce, and international teams are now based in Atlanta, which we believe is enabling greater efficiency, better collaboration and better decision making. We’ve also consolidated our finance, IT, and customer service teams in Atlanta to help us execute our growth initiatives. With respect to improving our supply chain performance, our new multi-channel distribution centers supported a 46% increase in eCommerce sales last year in the fourth quarter for each of our Carter’s and OshKosh B’gosh brands. We had record levels of demand for our brands on Black Friday and Cyber Monday. Our distribution team did an outstanding job supporting that demand. We expect to complete the final two milestones of building out our new distribution center in the first half this year, we’re forecasting higher distribution cost in the first half as we complete the implementation of our new replenishment systems. We expect to see the benefits of the new automation, including leverage of distribution costs beginning in the second half this year. On-time deliveries from Asia improved in the fourth quarter, new systems have improved our visibility on spring production and shipments from our suppliers, and we’re expecting lower air freight charges this year. As we shared with you on our last update, we’re expecting gross margin this year to be impacted by higher product costs. We expect more of an impact in the first half, we took more pricing action in the second half with our fall 2014 product offering. In addition to pricing, we plan to mitigate the impact of higher product cost by controlling the growth in SG&A. We’re planning good progress with SG&A leverage and operating margin expansion this year. Our third priority for 2013 was to strengthen our information systems. We made significant investments in new technology last year to enable the growth in our eCommerce and international businesses. The level of automation and sophistication of the systems in our new multi-channel distribution center is unlike any capabilities we’ve made previously. These investments had helped us accelerate eCommerce sales and lower our fulfillment costs. We increased our eCommerce sales by nearly 50% last year, and our fulfillment cost which is the largest component of eCommerce overhead grew less than 2%. And our fourth priority last year was to integrate our new operations in Japan. This morning we announced our decision to exit those operations. Last year at this time we assumed control of a formal licensee’s operations in Japan. Those operations consisted of nearly 100 points of distribution, most were shop and shop locations. The business was in a state of decline when we assumed control of it. Our vision was to leverage our merchandising expertise and our supply chain capabilities to strengthen that business overtime. We expected nominal losses in the first year, breakeven performance this year, and profitability beginning next year. Last year our retail operations in Japan produced $16 million in sales, and $7 million in operating losses. Despite the good work by our international team and others in the company supporting them, we were not seeing the progress we had envisioned. We revisited our forecasts and concluded that additional investments to strengthen those operations would not provide a good return for our shareholders. We decided it was best to reallocate our efforts and focus on opportunities we believe will be more profitable. With respect to our outlook for 2014 we are planning good growth in sales and profitability this year, including margins expansion. Our priorities this year are to lead the market in product innovation, determine the full potential of our new side-by-side store model in the United States. We plan to launch an eCommerce business in Canada, improve our supply chain performance, leverage SG&A, and improve our operating margin. We’ll update you on our progress with each of these priorities as we move through the year. Our plan for 2014 is in line with our long-term growth objectives. We believe our multi-channel business model enables us to grow sales about 8% to 10% a year on an average over the next five years, that’s our planning horizon. We plan to grow our sales to $4 billion by 2018. We’re assuming low single-digit annual growth in Carter’s wholesale sales, about 10% average annual growth in retail store sales, and closure to 20% average annual growth in eCommerce and international sales. We are the largest supplier of young children’s apparel to the largest retailers in the United States. Our brands are viewed as traffic drivers by the national retailers. We plan to support them with the best selection of our brands, providing a complimentary offering to their private label brands. We plan to more than double the number of Carter’s in OshKosh brand stores over the next five years. These are stores located closer to the consumer, not an outlook centers. Today we have fewer than 300 Carter’s brand stores and fewer than 30 OshKosh brand stores. We believe our stores provide the best value and experience in young children’s apparel, and these stores are providing a good return for our shareholders. We continue to strengthen our eCommerce capabilities. We are investing to provide a seamless brand experience for consumers, and improving the convenience of shopping for our brands. Our vision is to be the world’s favorite brands in young children’s apparel. Last year our international segment contributed about 10% of our total sales, and 13% of our adjusted operating income, exclusive of Japan and corporate expenses. It’s a margin accretive business for us. Over the next five years we expect our international segment to grow to about 15% of our total sales. Our focus is to increase our market share in Canada by replicating the success of the multi-channel business model we built in the United States. We are also focused on realizing the full potential of distributors and licensees who currently sell our brands in over 60 countries. We continue to see strong international demand for our brands online with over 40% of our domestic eCommerce sales coming from international consumers. We’re encouraged by this level of global demand for our brands. We believe it provides a good view into new market opportunities for us. With respect to profitability, we’re planning our consolidated earnings to grow by more than sales over the next five years and we are committed to improve our operating margin. With respect to current business trends, with weather improving in many parts of the country, sales trends are also improving. Despite the winter storms earlier this year, we’re achieving positive retail comps year-to-date, and expecting good sales growth for the first quarter and the year. We believe consumers are responding to the beauty and compelling value of our new spring product offerings. Inventories are in great shape as we move into March which historically is a month with sales nearly as much as January and February sales combined. In summary, we made significant progress last year strengthening our position as the leader in young children’s apparel. We own the largest share of the $18 billion young children’s apparel market in the United States. We’ve been gaining share and believe we have plenty of room for organic growth. We plan to continue extending the reach of our brands with the support of our national retail partners through our own stores, online, and in international markets. Our brands are sold in over 17,000 doors in the United States. No other company has our brand reach in children’s apparel. We see multiple opportunities to improve our operating margin which include a shift in sales mix to our high growth direct-to-consumer businesses, and increase in the mix of direct sourcing, leverage of distribution expenses, continued improvement in OshKosh profitability, and better inventory management. The outlook for our business is good. We have a very talented organization that has demonstrated its ability to deliver exceptional value to consumers in this challenging economy. We’re encouraged by the current trends in our business and our potential for growth this year, and for many years to come. This time Richard will walk you through the presentation on our website.

Thanks, Mike. Good morning, everyone. Today’s presentation materials are available on the Investor Relations section of our website. I’ll highlight our fourth quarter and full year 2013 results, and then outline our 2014 expectations for the first quarter and for the full year. Note that our materials and my comments are on as-adjusted basis, reconciliation to our GAAP results is provided in the appendix of today’s presentation. I’ll begin on page 2 with some overall performance metrics for the fourth quarter. We had a very good fourth quarter with strong sales and earnings growth which were in line with our previous guidance. Our consolidated net sales in the fourth quarter grew 12% over last year driven by the Carter’s brand across all channels in the U.S. and by our international business. This 12% sales increase was driven by strong unit growth of 8%, and an improvement in average prices of 4%. Adjusted earnings per share increased 14% to $1.02. Page 3 highlights the drivers of our sales growth in the fourth quarter. Total Carter’s domestic sales grew 10%. We delivered growth across all channels with particular contribution by our direct-to-consumer eCommerce and retail store businesses. We had a good quarter at Carter’s wholesale with sales increasing 4% over last year. Demand for new spring seasonal product drove the growth in this part of our business. OshKosh sales in the U.S. grew 8% in the fourth quarter compared to last year. Demand for OshKosh online continues to be very strong, with eCommerce sales growing nearly 50% over last year. International sales increased 33% in the fourth quarter, driven by solid growth in our international wholesale and Canadian retail stores businesses. Japan represented approximately $4 million of the year-over-year increase in international segment sales. I’ll cover our business segment results in more detail in a moment. Moving to page 4, and our fourth quarter P&L. Gross margin in the quarter was comparable to last year declining 10 basis points to 42%. This performance reflects the impact of product cost which were about 4% higher than last year, offset by a greater mix of direct consumer sales. Overall we’re pleased with our gross margin performance given the challenging retail environment during the fourth quarter. Adjusted SG&A was 31% of sales, down 10 basis points versus last year. Adjusted operating income grew 10%, and adjusted operating margin was 12.3% in Q4. Our fourth quarter tax rate was favorable to last year reflecting a greater mix of profitable international operations with lower statutory rates than in the U.S. Our average share count in the fourth quarter was a little over 8% lower than a year ago reflecting our significant share repurchase activity in 2013. 2013 share repurchases net of higher interest expense related to last year’s debt offering added an estimated $0.03 to EPS in the fourth quarter. So again on the bottom line, our fourth quarter adjusted earnings per share grew 14% to $1.02. Now turning to page 5 with a more detailed look at SG&A in the fourth quarter. Fourth quarter adjusted SG&A increased 11% to $239 million. As expected the year-over-year rate of growth in SG&A was lower in the fourth quarter than in previous quarters of 2013, principally due to lower year-over-year provisions for performance based compensation. Direct consumer business expenses which include overall retail store and administrative expenses for our U.S., Canadian and Japanese retail stores, as well as operational and administrative costs associated with our eCommerce business increased to $20 million in the fourth quarter. The increase in this basket [ph] of spending reflects the expansion of our store base, nearly a hundred more locations versus a year ago, and 48% growth in eCommerce sales in the U.S. We have a few consulting engagements underway right now which drove some higher professional fees from the fourth quarter, and depreciation was $5 million higher than last year which reflects our investments over the past year across a number of meaningful growth and infrastructure investments. I expect it will see a comparable increase in depreciation in each of the next several quarters. Turning to page 6, we expect to have a strong focus on productivity throughout 2014 as we deliver a number of in-process initiatives and identify new ways to become more efficient across our business. There are five broad areas which represent our current focus. First, distribution expenses. Distribution expenses in 2013 amounted to nearly $110 million, so obviously a significant area of spend for us. We intend to complete the construction and ramp up of our new multi-channel distribution center in Braselton, Georgia this year. Some of you have had a chance to see this facility. Through state-of-the-art material handling and warehouse management technology we expect to drive significant efficiencies across our distribution function, while also meaningfully increasing service to the customers of this center including our retail stores, eCommerce customers, and our wholesale customers. By now we have a certain amount of inefficiency in our distribution operations related to the start-up at Braselton which we expect to work through over the balance of this year. Second, we’re focused on the four-wall productivity of our retail store base. We are targeting greater leverage on four-wall expenses. We continue to see some pressure on store expense leverage from factors such as the impact of new stores where we incur expenses while the stores are ramping in top line revenue, higher rents and higher wages in some areas such as California due to increase in the minimum wage. Our agenda in stores focused on optimizing store labor spend reducing unnecessary or unproductive tasks, lowering operating cost and improving capital efficiency. Third, as a company we’re embarking on a thorough review of indirect or non-merchandize spend. While we’re thoughtful on how we spend money today it’s always useful to take a step back and take a comprehensive look and hopefully identify new ways to drive savings. The next area is our organization. Over the past year, we completed a significant initiative which we called project unity internally [ph] through which we brought together the majority of our operations into a single new headquarters facility here in Atlanta. Now that we have everyone together where we’re viewing our business processes, work streams and organization structure to see where we might be able to drive greater efficiencies. We’ve already began to see improved collaboration and coordination across our various teams, and our realizing benefits such as lower travel expense. Finally, we view technology as enabling every meaningful productivity opportunity. We have significant technology initiatives underway in support of the warehouses [ph] and distribution centers, filled out in transition. We’re extending our retail and supply chain systems to Canada, upgrading our core order management systems, and installing a new product lifecycle management system which we believe will transform the end-to-end process of how our designers, merchants, and supply chain teams turn product concepts into our beautiful finished products. Overall in 2014 we’re planning SG&A leverage for the full year with a lower growth rate in spending compared to 2013. Even as our higher operating cost structure direct-to-consumer businesses continue to grow. Pages 7 to 9 summarize our full year 2013 performance and our full year business segment results are summarized on 9. 2013 was a very solid year for the company as we delivered 11% growth in sales, and a 16% increase in operating income. We made good progress in expanding our consolidated adjusted operating margin which grew 60 basis points over last year. One notable area of progress to point out is the $12 million higher profit contribution from OshKosh in 2013. Now turning to our balance sheet and cash flow, on page 10. Our balance sheet and liquidity remained very strong. We ended the year with a cash position of $287 million with approximately another $180 million of availability on our revolver. Quarter-end inventories increased 20% versus a year ago, this growth reflects the addition of nearly hundred new doors in North America over the past year, or an increase of about 15% to our store base, and our expectations for good sales growth in the first quarter. We saw better performance in our supply chain as we exited the year which allowed us to take proceed of some spring inventory earlier than we did a year ago. Higher product cost are also one of the drivers of our increased year-end inventory position versus last year. We have solid cash flow from operations in 2013 of approximately $210 million. CapEx for the year was $183 million compared to $83 million in 2012, reflecting meaningful investments to support our planned growth agenda. Specific areas of investments included new retail stores in the U.S. and Canada, spending on the new multi-channel distribution center, technology initiatives, and the build out of our new Atlanta global headquarters. We anticipate capital spending will return to a more normalized level in 2014. 2013 was also a significant year for us in terms of capital structure, and return of capital initiatives. Last summer we took advantage of the favorable financing market to put some new long-term debt on the balance sheet. We issued $400 million of 8-year Senior Notes at a fixed interest rate of 5.25%. We utilized the proceeds of this financing plus cash-on-hand to complete $454 million in share repurchases in 2013. We retired a total of 5.4 million shares, 9% of shares which are outstanding at the beginning of the year. Our accelerated share repurchase transaction which commenced in August of last year was completed in January of this year. Under this transaction we repurchased a total of 5.6 million, 1 million of which were repurchased in January 2014 at an average price of approximately $71 per share. We have approximately $267 million remaining under our share [ph] repurchase authorization. Also last year we initiated our first ever recurring dividend in the second quarter, and paid out a total of $28 million in dividends over the course of the year. As noted in today’s press release, I’m pleased to report our board has authorized a 19% increase in our quarterly dividends, from $0.16 to $0.19 per share beginning with our next dividend payment in March. On page 12, we’ve summarized our business performance for the fourth quarter. Our adjusted operating income growth was driven by improved profitability in our U.S. Carter’s businesses and international. These contributions were partially offset by higher unallocated expense including higher professional fees, spending on technology and other administrative expenses. I’ll cover our business segment results in more detail starting with Carter’s wholesale on page 13. Carter’s wholesale fourth quarter sales grew 4% compared to last year principally driven by growth in the Carter’s brand. We saw stronger than expected demand for spring seasonal product in the quarter offset by weaker replenishment sales. For the full year Carter’s wholesale grew over 5% in line with our plans. Season-to-date, fall 2013 over-the-counter selling at our major national customers increased in the mid-single-digit range with prices up modestly to last year. Carter’s wholesale segment income grew 9% in the fourth quarter, this operating margin improvement reflects lower marketing spend and lower incentive provisions versus last year. Our spring 2014 seasonal bookings are up in the mid-single-digits, fall 2014 bookings which remained in progress are estimated to be down mid-single-digits while we have good growth plan across most of our major customers, expected lower bookings with a particular large customers have affected the overall booking total for fall. For that full year we’re forecasting that Carter’s wholesale segment net sales will growth in the low single-digit range. Turning to page 14 in the Carter’s retail segment. U.S. retail segment sales were very strong at plus 16% versus last year, driven by the addition of 63 net new stores and terrific eCommerce sales growth. Our total direct-to-consumer comparable sales defined as the combination of retail store and eCommerce comparable sales increased 7% which we think is probably one of the better fourth quarter results which will reported in the industry. Carter’s Retail store comp sales were roughly even with a year ago. Customer traffic to our stores were softer than expected throughout the quarter. In part, we believe due to some channel shift to eCommerce. Our best performing stores were the brand stores which were closer to the consumer population. These stores comped positively in the quarter. The weakest performing stores were our drive-to outlet locations likely impacted by unfavorable winter weather around the country. We opened 21 new stores in the fourth quarter, the performance of our new brick and mortar stores continues to be very, very good. eCommerce was a bright spot in the quarter with sales growth of nearly 50% over the last year which was ahead of our forecast. Carter’s retail segment profits grew 16% driven by top line revenue growth, and the improved operating margin profile of the eCommerce business. We’re pleased with these results given the highly promotional retail environment in the fourth quarter. Moving to the OshKosh retail segment on page 15. Fourth quarter OshKosh retail direct-to-consumer comparable sales grew at 5% driven by eCommerce sales growth of 47%, and a down 2% retail store comp. Like Carter’s, consumer traffic to our OshKosh stores was down versus a year ago. Brand stores and indoor outlook mall stores comped positively. Sales performance at the further out drive-to outlets was the biggest driver of downed comps for our performance in the quarter. We have continued to open our new side-by-side format stores. We have several variants of this concept which feature adjacent Carter’s and OshKosh stores, with an interior pass-through between the stores. Overall we’re encouraged with the results of these stores although it’s too early to draw too many conclusions. Many of the side-by-side stores opened in December or very late in the year. The consumers clearly seem to like convenience of shopping for both, the great Carter’s and OshKosh products in the same visit. At year-end we have 24 side-by-side stores and plan to open another 24 locations in 2014. OshKosh retail segment operating margins were affected by higher costs associated with opening the new stores, and greater promotional activity within the quarter compared to a year ago. OshKosh eCommerce operating margins have continued to improve and benefit the overall OshKosh retail segment operating margins. Moving to page 16, and OshKosh wholesale. Fourth quarter sales grew 11%, for the full year OshKosh wholesale sales declined about 7%. Segment income improved by nearly $1 million versus last year in the fourth quarter, and for the full year operating income in this business improved by $6 million. We continue to see retailers be conservative in making commitments to OshKosh on the salesforce which is bringing fall season of bookings for 2014 are expected down, in the mid-teens range. Our priority continues to be improving the profitability of this business and we’ve adjusted our wholesale product offering to a more narrow assortment centered on the most iconic and unique OshKosh products, and we’re also focused on improving the in-store presentation of the brand. Our broader growth agenda for OshKosh in the U.S. continues to center on growing sales in our own direct-to-consumer channel. Turning to our international segment on Page 17. Segment sales grew 33% in the fourth quarter principally driven by the growth in our wholesale and Canadian retail store business. In the second half of the year the Canadian Dollar depreciated by 1% versus the U.S. Dollar. This depreciation negatively impacted fourth quarter international segment sales by $3.5 million. We saw good growth in the wholesale portion of our business in Canada driven by new business for targeting Wal-Mart, as well as continued growth of our U.S. based retailers operating in Canada. We also experienced good growth of our wholesale partners in other regions of the world. Canadian retail store comps were slightly positive in total with the co-branded Carter’s and OshKosh stores comping up about 1% and the legacy Bonnie Togs format stores even with a year ago. Canada has had a tough winter as well and we saw lower traffic in our stores there in the fourth quarter. We opened a total of 20 net new stores in Canada in 2013 to bring our year-end store count to just over 100 locations. We have a national presence now across the Canadian market with stores in all provinces. At the end of year we had 69 Carter’s and OshKosh co-branded stores and 33 legacy Bonnie Togs stores. We plan to convert the name plates of the remaining Bonnie Togs stores to the co-branded format by mid-year. As Mike noted, in the fourth quarter we made the decision to exit our retail operations in Japan. In the fourth quarter we incurred $4 million in exit charges, which have been excluded from our adjusted results. We anticipate additional charges of approximately $3 million to $4 million in 2014 as we complete the wine-down of these operations. Fourth quarter international segment adjusted operating income increased 15% compared to last year. Segment margin was impacted by $1 million operating loss from Japan in the quarter. Now turning to our outlook on page 18. For the full year in 2014 we’re expecting good growth in net sales and earnings. Net sales are expected to growth approximately 8% to 10% with our Carter’s U.S. retail store and eCommerce businesses and our international retail segment contributing the most to our growth. We expect full year adjusted earnings per share growth in the range of 12% to 15% over 2013. From a pacing perspective we expect that our adjusted earnings growth will be back end at this year with stronger gross margin and expense leverage planned in the second half of the year versus the first. We’re planning for another good year of strong growth in the U.S. and Canada with approximately 60 new Carter stores, 24 new OshKosh stores which will be in the side-by-side format, and 22 new co-branded stores in Canada. Capital spendings as a percent of net sales is expected to return to more historical levels in 2014, in the range of $100 million to $110 million, principal areas of investment include retail stores in the U.S. and Canada, as well as technology spending. We’re expecting a good year of operating cash flow again in the range of $225 million to $250 million. One important call out is that we expect first half inventories to increase between 25% and 35% over last year as we bring in inventory early and anticipation of the transition to our new distribution center and the widely expected port strike on the West Coast, as well as due to the effect of higher product costs. We expect second half inventory increases to be at a much more modest level compared to the first half, and by year-end we expect inventory growth will be roughly in line with the projected sales growth. Consistent with the capital allocation framework that we articulated last year, we anticipate targeting distribution of at least 50% of our projected free cash flow in 2014 to shareholders in the form of dividends and additional share repurchases. Key risks that we’re following include the overall macro environment and the health of the consumer, the trend in product cost, specifically labor in Asia, the devaluation of the Canadian Dollar, and the extension of West Coast or the strike that I just mentioned. Regarding the first quarter business has been off to a slow start although recent trends as Mike said have been much more favorable. With that in mind we currently project first quarter net sales growth in the range of 8% to 10% driven by the Carter’s segment wholesale retail stores and eCommerce. Our international and OshKosh retail businesses are also expected to contribute to revenue growth. We expect first quarter adjusted earnings per share to decline 10% to 15% versus last year’s adjusted $0.79 per share. Our first quarter outlook reflects some expected pressure in gross margin due to higher product costs which are not expected to be fully offset by higher pricing, as well as higher planned SG&A principally in the distribution, IT, and professional fee categories. With those remarks, we are ready to take your questions.

(Operator Instructions). And for our first question, we go to Taposh Bari with Goldman Sachs. Taposh Bari – Goldman Sachs: Good morning. Nice job on the fourth quarter there.

Good morning, thank you. Taposh Bari – Goldman Sachs: Question, I guess Richard to start off on the full year gross margin guidance, can you elaborate on whether you expect gross margins to be up for the year? And also, I wanted to follow-up on where you stand in terms of inflation, last we heard, it was going to be up 4% for the spring season, how is the fall season looking like? And just, give us some more insight into where you stand in your ability to offset that inflation through price increases, migration towards lower cost geographies etcetera.

Sure. For the full year we’re finding gross margin rates to be down a bit, more so in the first half of the year versus the second. We didn’t take action in the first half to completely offset the impact of higher product cost in the first half. We took much more complete action, much more significant pricing action in the second half to narrow that gap. So for the full year we are expecting gross margin rate to be down a bit, because a few other headwinds that are in that as well while we have the tremendous benefit of shifting to higher gross margin direct-to-consumer businesses, we are expecting that the deterioration of the Canadian Dollar in Canada which was a very high gross margin business that will depress things a bit. Japan, while it was a very small business it was an extremely high gross margin business. We are planning for some additional freight expenses as well in anticipation of this port strike on the West Coast, so other cost that we expect will be incurred regardless whether the strike happens or not because we’ve already began to re-wrap to other ports. So, on balance, I think the long-term outlook for gross margin looks good. We were not anticipating product cost increases of this magnitude for the entire year. To your question on the first half, second half, average costs are up about 7% in the first half and up about 6% in the second half of the year.

Second half, the fall 2014, those cost increases are being matched with pricing increases, and we’re planning our – the operating margin to improve the year, some portion of 25 basis points or more. Taposh Bari – Goldman Sachs: And how are your retailers responding to – for those special cases that you’re taking?

I would say good. The fall has been sold in, we had good bookings for Carter’s, we’re showing growth in bookings for Carter. So it wasn’t taking the same product and raising the price, the – some of that cost increase reflects upgrades to product improvement and benefits, and we picked our spots, it wasn’t across the board price increase, we picked our spots on pricing where we thought there was a compelling value in the product offering and we’re – what we were offering was less easily compared to what the competitor was offering. Taposh Bari – Goldman Sachs: Okay. And then, the other question that I had was just on this idea of channel shift, so clearly your eCommerce business is on fire, the new stores, obviously traffic has been an issue across the entire industry but – you know, talk to us about as you continue to expand stores and accelerate the pace of OshKosh stores in particular, walk us through how you evaluate the direct-to-consumer channel, whether the – I’m assuming your stores and eCommerce and not independently evaluated but help us understand what the payback is on stores, what the ROI’s are, and how you kind of evaluate the few channels that you might have this channel shift continuity involved?

We’re fortunate that we have fewer than any other competitor, the fewer number of brand stores. Our strategy is to bring our brands closer to the consumer with the Carter and OshKosh stores, the returns on those stores are good, the returns on the OshKosh stores are about 17% return on the investment, the returns on Carter’s are better than that. We plan on opening up some portion of about 60 Carter’s stores a year over the next five years. And then with OshKosh, the plan is to open up 24 side-by-side stores this year, we’re seeing good progress with that, the consumer is responding very favorable to that. A convenient way of shopping for both brands, and we plan to open up 24 this year, that’s on top of the 24 last year. And if we continue to see the returns that we’re currently seeing on the side-by-side stores, we will consider increasing the pace of store openings for OshKosh. But it’s – we’re saying that we’re seeing good growth, good traffic to the brands, both online and in the stores in total. As Richard mentioned, what we’re seeing is we’re seeing some decline in traffic to what we call our drive-to outlet stores, these are where you got to drive some person at 30 or 40 minutes out to get to those stores. We’re monitoring that, I wouldn’t say it’s overly significant. Year-to-date our comps for Carter’s are – I’d call it flattish, the comps for – for the OshKosh stores are positive. So we’re pretty excited about what’s possible with the growth in our retail stores. Taposh Bari – Goldman Sachs: Great. Just one last, I have one more if I may. On the international business, obviously a big opportunity for you at longer term but walk us through the Japanese business, it stands now – so it used to be a licensed business, you took it in, it sounds like that entire business is basically being written-off if I’m not mistaken. So does the business go back to a distributor at some point or…

No. Where we had a licensee we also have a good wholesale business in Japan. The licensee was winding down, the licensee did not have the ability to source the product at the same cost we were able to source the product. So they were winding the business down, our decision pointed year ago was to let them wind it down or take it over, assume control of it and grow it, source it better, present it better, support it better which I think we did. I think we did a good job over the past year, we thought in the first year it would do $20 million with the devaluation of the Yen, it quickly became a $16 million business. While we thought it would be some nominal operating losses startup costs, in the first year it wind up being closer to $7 million. And then based on the experience, we revisited the forecasts and it was potentially a good growth business, it potentially is a good market. It was going to require significantly more investment than what we originally envisioned. It was the revised forecast we’re showing several years of continued losses. And if that was the only thing we had to do, we might have stuck with it but we have considerably more profitable opportunities to pursue. The thing I’d say we learned with Japan, we do have acquisition criteria, we like to stick with companies that are doing what we do for a living, selling young children’s apparel since this was our brand that was – in Japan that was a connection with the opportunity. But we also look for businesses that have management teams that help us grow the business, Japan did not have that, our licensee was winding down and out; we looked for businesses that have a history of growth, this did not; and we look for businesses that are accretive to earnings. So it met one of the four criteria. So as we evaluated the business, we said you know, there was an opportunity, we didn’t make a huge investment in it but the decision was – the point was to either let it fail or take it over and see if we could do a better job with it. I think the reality of it, the business was in a greater state of decline than we realized, and so we tried something, it didn’t work and we’re – we’ll move onto other opportunities. Taposh Bari – Goldman Sachs: I commend you for taking swift action. I guess the question I had was, does this experience change your appetite for similar or further international opportunities down the road?

No, no. We see wonderful opportunities outside of the United States. I think near term, we’ve got wonderful opportunities to grow what I would describe as the core business which is Canada, and distributors and licensees we have throughout the world, there are other markets that we’re starting to get some visibility on. As you know we are pursuing an opportunity in China, we actually had a – we were far down a path with a good retailer in China; that’s our plan, to connect with someone who has great market expertise and then combine their market expertise, retail expertise in different parts of the world with our wonderful brands and then grow wonderful business together. We were far down that path and then we decided to consolidate our operations in Georgia including, bringing the international team from New York to Atlanta and we decided we wanted to wait on the opportunity in China until we develop the internal resources. So we wanted to make sure we did it right and that opportunity still exists. As we look at the demand we’re seeing online on our U.S. website, the three top markets are – in this world are Brazil, Russia and China. Collectively the demand online from those three countries is around $26 million and that’s profitable for us, and that’s people from outside the United States shopping our U.S. website and having their product either shipped to a family member in the United States or to a hotel. And China has the largest growth online last year relative to those other two countries. So we’re trying [ph] to find out there is clearly a demonstrated level of demand for our brands in other parts of the world. So we learned something from Japan, and we’ll take what we’ve learned and apply it to other market opportunities. Taposh Bari – Goldman Sachs: Thanks for the time, and good luck.

Thank you.

And for our next question we go to Robbie Ohmes with Bank of America Merrill Lynch. Robert Ohmes – Bank of America Merrill Lynch: Hey, good morning Mike, how are you?

Good morning, Robbie. Robert Ohmes – Bank of America Merrill Lynch: Hey, two questions. The first is the – I just want to clarify, so the 2014 Carter’s wholesale business, the bookings are planned on mid-single-digits, is that correct?

For the fall season Robbie, we’re planning revenue growth for the full year in the segment of low single-digits. Robert Ohmes – Bank of America Merrill Lynch: Then can you just walk us through why the bookings will be down in the fall?

Robbie, it’s Brian. It’s due primarily one customer, we had positive response for the product, the majority of the customers are booked out. We had one customer that made some different decisions and impaired back. But when you look at whole year, we feel good about our business, we feel good about the relationships. Again, spring was up mid singles; fall, we certainly would have been up with the exception of this one customer. And then, keep in mind we’ve got a great replenishment business which is about 25% of our sales, and we plan that replenishment business with the new launches of our brand Wall and Little Layette products to be uploaded mid-single-digits for the year. So all in, it gets you to that low single-digit number which is consistent with our growth objectives.

Yes, we plan those single-digits last year, we outperformed at 5.5%, so we felt good about that but we feel based on the market and all the initiatives that we have, planning at low single-digits is appropriate. Robert Ohmes – Bank of America Merrill Lynch: Is the one customer issue expected to carry through into spring 2015?

I would say don’t know, too early know at this point. Robert Ohmes – Bank of America Merrill Lynch: Thanks. And then the other question was just – can you remind us on the eCommerce transition where you’re at in terms of bringing it fully in-house and where the operating margin stands now, or you think it will be in 2014 and where you think eCommerce operating margin can get to?

Sure. A good portion of it is in-house. So the biggest component was fulfillment and that has gone extremely well bringing the fulfillment in. As I shared with you, we have nearly 50% increase in eCommerce sales last year and fulfillment costs were only up 2%, and that’s largely on a manual basis in this new distribution center. So as the automation becomes fully completed in the first half of this year, we’re expecting distribution cost to be lower in the second half than they were in the second half of last year. Other things we’re looking at are bringing the customer service, the call center in-house, we’re exploring that opportunity this year but you shouldn’t view that most of what used to be outsourced with eCommerce is now being done internally. Robert Ohmes – Bank of America Merrill Lynch: Any operating margin commentary for us Mike?

That continues to be very rich, over 20%. So it’s our fastest growing and highest margin business, it’s been a wonderful business for us. Robert Ohmes – Bank of America Merrill Lynch: Fantastic, thanks a lot.

Pleasure Robbie, thanks.

And we go next to Susan Anderson with FBR. Susan Anderson – FBR: Good morning everyone, and congrats on a good quarter in a tough environment.

Good morning, thank you. Susan Anderson – FBR: And so – not just, still no down [ph] on the EBIT margin but I guess just kind of curious what your thoughts are now – I think it was back in 2011 you guys said you would get back to the peak like in five years which – now we’re starting to get close to that, and so it’s a thought that you can still get back there or better. And then also, you know, how do we get back there overtime if we continue to see this higher labor environment. With that maybe you could talk about or quantify a little bit the benefit you think you’re getting from the eCommerce and the new DC in supply chain etcetera.

Sure, good question. So, we are still committed to improve our operating margin, we still believe a 14% operating margin which was our peak operating margin back in 2010 is still possible, some of the facts have changed, we were not anticipating a $100 million product cost increase this year, we’ve raised our prices by some portion of $80 million to help offset that. So we – it will probably continue – our long-term plan continues to show us making progress toward that 14% operating margin, and if it does, we’ll have good growth inherent in that assumptions that sales will grow at some portion, about 8% to 10% a year on average over the next five years, and earnings will grow at some portion of about 15%. And if we’re able to do that, in this industry we will continue to take a share, we’re assuming our share of the market will grow from some portion of 16% to closer to 20% by 2018. The things that continue to help us drive that operating margin is our higher mix of retail, eCommerce, international sales, more efficient distribution capabilities, you’ll start to see the benefit of – the significant benefit from the distribution center we expect in the second half of this year. We’re increasing the mix of direct sourcing, what was 25% of our total sourcing last year was done directly, this year it will be closer to 25%. We expect by 2017, it will be at least 50% or more. We’re shifting out of some of the higher cross-countries for years, we had well over 50% of our products coming from China, and this year only about 35% of our product will be coming from China. More is being done in Vietnam and Cambodia, that’s enabling us to mitigate the – what would otherwise be a higher product cost increases. Labor rates, as you know, are up. And so we’re – at point, it’s [ph] little too early to comment on spring 2015 but some of the pre-work being done on spring 2015, we hope our experience on cross are better as we roll into next year. And the retail team and the distribution teams are working on some good initiatives on inventory allocation, making sure that we get the right products at the right stores at the right time. Change in the allocation based on climate differences, based on the volume of the stores; high volume stores move through inventory quickly, some lower volume stores need a different assortment so they don’t get stuck with too much inventory and wind up marking it down. And then the other component is OshKosh profitability. I think we made good progress last year, improving the performance of OshKosh. All in from all sources, OshKosh earned about $11 million in 2012, last year the – it more than doubled, it’s profit contribution to our company, we’re expecting a good growth. It does cashes up to stronger start this year than any of us can recall, the product looks beautiful, I’d encourage you to go in the store and see it, we’ve got a terrific team, the product is better, the marketing is better, the presentation is better. So lot of levers to pull, so we’re still bullish on the opportunity to improve the operating margin, it’s very much part of our plan, and very much a part of our incentives. Susan Anderson – FBR: Great, thanks. And then, I noticed that you guys rolled out to ages 7 to 12 on the Carter’s business I think it’s a test right now in some stores and online – any early reads on that, what do you think the opportunity is. And then, also how does this play into the OshKosh brand which I have kind of, always viewed as an older brand.

Couple of things Susan, we did roll that out, we got it in, I think it’s $50 at online, we’re excited about that. We’ve had feedback from moms for years as to the fact that she wishes that she could stay with the brand longer as particularly she gets the kids in multiple size segments and has to shop at different stores. We had tremendous feedback on Facebook and social media when we launched it. She told she really want to keep her kid to our products with our static [ph] as long as possible given the alternative choices that she had out there. So I would say we’re off to a good start to test, we’ll see where it goes. The average mom shops in our segment between four and six stores, we don’t see any reason why two of those can’t be Carter’s and OshKosh. So we think it – it’s a good strategy, particularly as we’ll have these side-by-side stores, she got a young child, she can shop for both, if she’s got a child that’s starting to move out of our sweet spot and infinite taller [ph] and goes into 4 to 7, and then he goes 7 to 12, then we can service her needs. So we’re excited about it, we think it can be incremental growth but it is very early to call it but the early reads are positive. Susan Anderson – FBR: Okay. And then one last question, back on the cost, or by any chance the $100 million in raised cost directly related to the large customer lowering orders at all or it’s not really…

Not at all. Susan Anderson – FBR: Okay.

I’d say the way we’re looking at it, it’s probably one-third of the cost increases due to product. Benefit improvements probably, some portion of one-third of the cost increases due to higher labor, and we’re assuming some portion of – one-third of the increase is due to some of the packaging complexity in our product and those are some opportunities that we’re looking at. Susan Anderson – FBR: Great, that’s really helpful. Thank you.

And for our next question we go to Kate McShane with Citi Research.

Hi, good morning. This is Liquina [ph] on behalf of Kate. Could you pull out a little bit more color behind your channel expectations going in for 2014, do you expect the drive-to outlets decline, traffic decline to continue and how long would you expect that to happen?

I think it’s important to keep in mind, the drive-to outlets are only about 20% of the total portfolio for Carter’s, closer to 40% for OshKosh that mix will change as we continue to open doors. And so, there are still clear demand for the outlets, it’s a great place to shop, it’s critical math, you could hit a number of the top brands in one location. While Richard’s commenting on – relatively speaking, we’re pleased with the performance of the portfolio, something we’re keeping an eye on is traffic to the drive-to stores is lower, and that’s logical to us because we’re opening stores – more stores closer to the consumer, and you have the convenience of shopping online. So these are good stores for us, they’re extremely profitable stores, it’s just – what we’re trying to do is make sure that we’ve got good marketing to draw traffic to those stores. And overtime if the stores aren’t meeting our investment criteria, those stores would be closed. So I think we have a handle on, it’s just something we’re briefly keeping an eye on.

And just your guidance for the year, same kind of continuation of the recent trends that you’re going to seeing [ph]?

Say that again please.

I’m just wondering if your guidance assumes a continuation of the traffic trends that you guys have been experiencing.

Yes, yes, sure does.

Okay, great. Thank you.

You’re welcome.

And we go next to Scott Krasik with BB&T Capital Markets. Scott Krasik – BB&T Capital Markets: Hi everybody, good morning.

Good morning, Scott. Scott Krasik – BB&T Capital Markets: So I think way back on Taposh’s question, I think you made some comment Mike that backlog or bookings for the Carter’s brand were actually up, so is this shortfall, is this in the sub-brand?

Well, we had some new information in terms of one customer taking a different point of view. I would say that we saw good growth with all but one of our customers. Scott Krasik – BB&T Capital Markets: For the Carter’s brand or for…

Correct, for Carter’s. Scott Krasik – BB&T Capital Markets: Okay.

Yes. Scott Krasik – BB&T Capital Markets: And then, can you just updates us – I think you’re going to be again shipping Wal-Mart in Canada, maybe explore Wal-Mart in Mexico, has any of that starting?

The Wal-Mart Canada is off to a good start, we’re actually doing well at target Canada, nothing developed yet with Wal-Mart Mexico. Scott Krasik – BB&T Capital Markets: Okay. And then, in terms of – you made some comments, the replenishment was soft in Q4, was that actually negative return?

Yes, I think it was a more isolated comment for the month of December. I think it reflected the weaker, lower traffic that we were seeing in our stores, I think our wholesale customers saw bit of the same. But we had very good demand for the seasonal product that ships at time in the year.

And we were optimistic on replenishment going forward, those trends had picked up in the wholesale channel and again we launched new brand walls that target just – a lot month ago is doing well and we’re launching Little Layette to across the Company in May, and we have some advanced bookings on that, we feel good about that program. Scott Krasik – BB&T Capital Markets: Okay, great. And then, when are you ready or can you give us any type of metrics around the side-by-side stores, I mean they’ve been open for a couple of quarters now.

Well, Scott, it is early, I think we feel good about them, we have about 24 of those open. And you recall, the goal is to open next to Carter’s store and going with those we’ve got a couple of miles, both stores at 4,000 square feet, and then we’re testing a best of OshKosh model which has got 2,850 square feet, up against Carter’s, that is the best model we’ve got at this point, we feel good about those returns. The customers love it, we’ve got about 25% of the customers that are buying both brands now when they are next to each other versus about 8%. We’re transacting with both stores when they are in the same centers but not on a side-by-side. So separate entrance, separate branding, and by the share cash wrap enter your pass-through. You know, our model is to do and that model by the $1.2 million in Carter, about $700,000 [ph] in OshKosh, the returns as I think Mike mentioned are very good, low 20s for Carter’s and high teens for OshKosh. So I would say that although it’s early, we opened a bunch of them in December and of course there was weather issues in January but overall, I would say that we are optimistic, we’re going to open another 20 to 24 this year. And I think we’ll have a better read as we move through the year, mid-year and late in the year, how specifically we feel about it and what the plans would be to roll it forth.

Have you seen one Scott? Scott Krasik – BB&T Capital Markets: Just pictures.

Okay. Alright, happy to take you there. Scott Krasik – BB&T Capital Markets: The – but so, are the 20 – are you going to open those in the best of OshKosh format?

It’s a combination, we’ve got some that are 4,000 OshKosh and some that are 2,850; and the best miles is the 2,850 mile, we’ve got lower CapEx cost for the entire box which has a positive impact on Carter’s return, we got lower labor costs. So that appears to be early read, the most favorable model. Scott Krasik – BB&T Capital Markets: And then, am I – Richard, am I doing the math right, you know, if it’s going to be some parts of half of the free cash flow return to shareholders or is it about $40 million for dividend, so you’re only – you’re marking $20 million or so this year for share buybacks?

Yes, I think directionally Scott, we do have some accumulated cash and it’s possible we would use a portion of that but for the framework that math is directionally correct. Scott Krasik – BB&T Capital Markets: Okay. Thanks, good luck.

Thanks Scott.

Thank you.

And we go next to Step Wissink with Piper Jaffray. Stephanie Wissink – Piper Jaffray: Hi, good morning everyone. Thanks for taking our questions.

Our pleasure. Stephanie Wissink – Piper Jaffray: The first – just related to the store growth target, I think you mentioned 60 stores per year for the next five years or roughly 300 stores. Can you talk about the balance between mall, stripped and outlets and then give us some sense of how the Performa’s work around those stores as you can identify market, is there any displacement of revenue from other stores or do you see eCommerce picking on some of that store growth, and just if you could give us a sense of kind of how those stores mature in layer into the operating margin targets, that would be helpful.

I would say that our most typical profile new stores and strips on our location, we love the outlets, we love to open outlet stores all day long, give them the pro forma characteristics and average Carter’s outlet for us does over $2 million a year, as a four-wall of north of 30% but the challenge is there is just not a lot of new outlet opportunities out there. To the extent there are good developments that come along, we participate in those and generally have very good returns. Then more typical in these store openings, as I said our in the strip centers, those tend to be a little less productive on the top line, more like $1.2 million as what we perform our first year. They have a four-wall of around 23%, low 20% range. And then the capital that goes in is around $360,000 with a $130,000 or so of inventory. Those stores tend to be very high return format boxes for us, they tend to payback I’d say between a year and 18 months. And we found good real estate opportunities over the years to roll that pace. We think 60 is a good comfortable pace that keeps our folks busy identifying good locations and to open good quality stores. We probably could open more but we think this is a good pace for us to be on. I think the question around channel shift and eCommerce is one that we have still to learn about and to solve completely, we think there is a great virtue of cycle though between customers who shop with us in-store, and also online, and that’s still developing. But all of that that store growth is baked into our long range models and the expansion of operating margin that Mike mentioned, that’s certainly an element of it. Stephanie Wissink – Piper Jaffray: You actually lead into my second question which is just around that loyal customer. Can you talk a little bit about some of your consumer insights in the cross-channel shopping and maybe basket size as you look at that core customer relative to maybe the new customer?

Sure. The cross-channel shoppers obviously are the most valuable, and we would like to certainly increase that. It’s noteworthy when you talk about store growth and eCommerce growth, we’ve got less than 10% of folks that are actually transacting online and in store. So we see there is an opportunity that said, you’ve got a very high percentage of shoppers that are actually going on the website and pre-shopping. So one of our goals is to look at this as a way of making sure that the entire experience is something that she feels great about, and we pulled together store and online experience for her, it really – and things like mobile, and the checkout process, and re-looking at our loyalty programs and inventory availability, we look up at those sorts of things as we go forward. But we think there is good growth in both channels, again, we plan on eCommerce growing 20% a year, we think we can grow stores 10% a year, there is some cannibalization of course from building stores to the drive-to outlets but that’s more of an industry trend as well. When you’ve got mall stores promoting heavily and developers opening outlets closer in town, you’re going to have some decline in traffic to those drive-to outlets. But it’s important that the traffic in the brands are both up, the traffic is up by high single-digits to our brands and it’s also been in all the brand stores, and the challenge is the drive-to outlets as we look at that going forward.

And one of the key strategic priorities for our company is to extend the reach of our brands. As good as our growth has been over the years, we still only have 16% share of the market, 84% of the market isn’t shopping with us. So we’re planning to grow our share from about 16% to closer to 20% over the next five years, and one of the ways we plan to do that is step in more stores. Stephanie Wissink – Piper Jaffray: Thank you, guys. Best of luck.

Thanks very much.

And ladies and gentlemen, this will conclude our allotted time for the question-and-answer session. And Mr. Casey, I will turn the conference back over to you for any closing remarks.

Okay. Well, thank you all very much for joining us on the call this morning. We appreciate your thoughtful questions, your interest in our business, and we’ll update you again on our progress in April. Thanks very much. Goodbye.

And ladies and gentlemen, this will conclude today’s conference. Thank you for your participation.