Ladies and gentlemen, welcome to Carter's Third Quarter 2019 Earnings Conference Call. On the call today are Mr. Michael Casey, Chairman and Chief Executive Officer, Mr. Richard Westenberger, Executive Vice President and Chief Financial Officer, Mr. Brian Lynch, President, and Mr. Sean McHugh, Vice President and Treasurer. After today's prepared remarks, we will take questions as time allows. Carter's issued its third quarter 2019 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 ir.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. Actual results may differ materially from those projected. For a 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 and the presentation materials posted on the company's website. On this call, the company will reference various non-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. We exceeded our sales and earnings objectives for the third quarter, excluding the impairment charge related to our Skip Hop brand. Our growth was driven by our wholesale and retail businesses. We continue to see an acceleration in demand for our exclusive brands, which are sold through the largest retailers of young children's apparel in the United States. Target, Walmart and Amazon are 3 of our top 5 customers and they are clearly benefiting from the closure of Toys "R" Us last year and Gymboree earlier this year. We saw improved price realization in the third quarter, and we were less promotional giving a given a lower mix of clearance and off-price sales. The level and quality of our inventories are in line with our plans and in good shape heading into the holiday season. Our latest data for the young children's apparel market in the United States reflects a 5% decline in spending this past year, which we attribute to fewer annual births. Annual births in the United States have been declining since the Great Recession began in 2008. Over that same time period, our sales and earnings have more than doubled, driven by the strength of our brands, product offerings and broad market presence. Thankfully the most recent data, projects stabilization and improvement and annual births with a peak population of men and women in their late 20s and early 30s, which is the age when many begin to start a family despite current market challenges, given the trends in our business and excluding the impairment charge, we believe we are on track to achieve our sales and earnings growth objectives this year. With respect to sales trends, our quarter got off to a good start with double digit growth in retail comms over the Fourth of July holiday through August are comparable retail sales rep over 1%. Unusually hot weather wait on traffic to our stores and websites in September, which is the third largest month of our year in terms of sales contribution. Thankfully, given our multi channel business model, our wholesale customers transmit their orders weeks ahead of consumer demand with good sales. And in anticipation of a strong finish to the year, wholesale demand in September was better than planned. Through October, demand for our full product offerings has been inconsistent. Where weather is cooler, sales are better. The unusually slow start to fall selling has been reflected in our fourth quarter guidance. Quarter-to-date, our retail comps are up over 1% and consistent with our plan. In the third quarter, we continue to see good growth in the number of consumers taking advantage of our new multichannel capabilities, which enable same-day pickup of e-commerce orders, easy access to the broader scope of our online product offerings when shopping in our stores and easy access to credit, with our new credit card program. As consumers engage with our new omni-channel capabilities, we gather data that enables us to serve them better. We have built the capabilities to more effectively market to consumers based on their visits to our websites. Our investments in digital shopping experience over the past year include a relaunch of our website this summer, which are driving more site visits, more meaningful engagement shopping with us online and higher conversion rates. We had double digit growth in the e commerce sales in the quarter and exceeded the related market rate of growth. Our e commerce penetration to total retail sales grew to 31% of 300 basis points to last year. Our highest value consumer shops both in our stores and online. Over the past 12 months, we've seen a 13% increase in our multi channel customers and they spend nearly three times the single channel customer and our retail segment we saw the contribution from 40 stores opened over the past 12 months. The stores are expected to contribute over $40 million in sales. Sales this year and the margin of creative during that same time period we closed 32 margin dilutive stores. substantially all of our new stores are in the CO branded store format providing many of the most productive styles from our Carter's and ash cash for gas brands. A co branded stores provides families with young children the convenience of shopping for two of the best known brand names and children's apparel. Our multibrand buyer is also a high-value customer, she spends about 3x the amount of our single brand buyer on annual basis. Carter's and OshKosh are complementary brands. Carter's is the best-selling brand in baby and toddler apparel, and has successfully extended its product offering up to size 14, serving the needs of children from a newborn to a 10-year old child. By comparison, OshKosh B'gosh is a playgroup brand, best-known for its iconic overalls. Its strength is in the older-age segment and we have extended its product offering over the years to include Baby B'gosh and outfitting also up to size 14. Together, our brands have the highest share of the $27 billion U.S. apparel market. Given the consumer's response to our co-branded model, we see an opportunity to create a better experience for consumers in our stand-alone brand stores. Today, we have nearly 400 Carter's-only stores in the United States. Beginning early next year, some of our most productive OshKosh products will be sold through many of those Carter's stores. Also in certain stand-alone OshKosh stores, we will exit some of the less productive styles and complement the OshKosh product offering with more productive Carter's styles. In our previous plan, we envisioned that by 2023, about 50% of our stores would be co-branded. With this new strategy, we envision over 80% of our stores will be co-branded by 2021. We currently plan to close as many stores as we'll open over the next 4 years of. We plan to open about 100 co-branded stores by 2023 and expect to close at least 100 margin-dilutive stores, mostly stand-alone brand stores in outlet centers. This plan reflects the continued evolution of our store portfolio, rationalizing the mix of remotely located less-convenient stand-alone brand stores and opening more convenient co-branded stores. By 2023, we expect that about 25% of our stores will be in the best outlet centers in the United States, and the balance of our stores will be in higher traffic centers. We are also pursuing an opportunity to take advantage of the Gymboree mall store closures. Today, we have about 50 mall store locations, they are some of our best-performing stores. Earlier this year, we evaluated over 1,100 mall locations. We concluded that over 90% of those locations did not meet our real estate criteria because of weak cotenancy, demographics or store economics. That said, we identified 100 mall locations worthy of consideration. We believe that opening our co-branded stores in these malls could provide an additional $100 million growth opportunity for us. We plan to open about 20 of those 100 mall stores over the next 12 months. If those stores meet our expectations, we will continue to pursue additional mall opportunities. Our Wholesale segment was the strength of our business in the quarter. We continue to see an acceleration in demand for our exclusive brands, which collectively were margin accretive in the quarter. Our latest forecasts suggest we may achieve record sales with 4 of our top 5 wholesale customers this year. We are the largest supplier of the young children's apparel to the largest retailers in the United States. Our brands are sold in over 17,000 stores throughout the country and through the national retailers websites. With the support of our wholesale customers, we own the largest share of online sales of branded children's apparel in the United States. Together with our e-commerce capabilities, we expect the total online purchases of our brands will exceed $1 billion next year. OshKosh B'gosh is contributing to the growth in our wholesale sales this year. In April, we launched OshKosh in 600 Target stores and plan an expansion to 1,100 doors this December. Target smartly saw the opportunity to capture a portion of the toddler apparel market opportunity, made possible by Gymboree's store closures. Carter's owns the largest share of the toddler apparel market twice this year of our nearest competitor. We believe we are well positioned to capture a meaningful portion of Gymboree's former sales. Toddler apparel sales for our company have grown by 4% year-to-date and outperformed the related market rate of growth. International sales grew 1% in the third quarter and reflect the change in our business model for China. We own the largest share of the market for young children's apparel in Canada. The children's apparel market in Canada is flat to last year, annual births also comparable to last year. We saw a very good growth in Canada's e-commerce sales in the quarter but lower comparable store sales, driven in part by prolonged summerlike weather. Similar to recent trends in the United States, where weather has turned cooler, sales trends are better. In Mexico, we opened 2 beautiful new co-branded stores, modeled after our best-performing stores in the United States. Mexico is understored relative to the United States, and we are pursuing an opportunity to build our brand presence in Mexico through the multichannel model that enabled our growth in the United States and Canada. We plan to launch e-commerce capabilities in the Mexico by the end of this year. The e-commerce market in Mexico was several years behind the United States in terms of consumer acceptance. We expect that market dynamic to change meaningfully over the next 5 years and plan to capture this market opportunity as it evolves. Our objectives in China this year were to stop the losses from operating a multichannel model and transition to a licensing model with a better partner, which we have done. Our licensee in China launched our Carter's brand with Costco China in the third quarter. They plan to launch our Child of Mine brand with Walmart China next year. Our licensee is helping us build a stronger, more profitable foundation for growth in China. The licensing model enabled us to establish a presence in Canada and Mexico years ago. We hope to replicate that success with our new China partner over time. And Amazon is expanding our Simple Joys brand beyond North America to include Europe, beginning in the fourth quarter this year. This initiative may be a good source of growth for us in the years ahead. Our supply chain performance was exceptional in the quarter with on-time deliveries of our fall and holiday product offerings. Our sourcing team has negotiated low single-digit cost decreases for our spring 2020 product offerings. Collectively, the stronger dollar, lower cotton and oil prices and favorable manufacturing capacity have helped offset rising labor costs in Asia. Earlier this year, President Trump had threatened to impose a 25% tariff on children's apparel sourced from China. That unmitigated exposure to our business was in total estimated to be about $100 million on an annual basis. The actual tariff imposed is currently at 15%. To reduce our exposure to this cost to increase, we reduced units sourced from China from 26% of our total units at the beginning of this year to 15% heading into 2020. We also renegotiated product cost with our China-based suppliers, who are eager to keep our business and share in a portion of the tariff. The total annual impact of tariffs is currently estimated to be less than $30 million, beginning next year, which we plan to offset with modest price increases and lower product costs. If the trade dispute with China is resolved and related tariffs suspended, we could realize a meaningful profit opportunity next year. Finally, included in our third quarter results is a noncash impairment charge, which reflects the revaluation of our Skip Hop tradename. Since acquiring Skip Hop in 2017, we have grown its annual sales by over 50%. It's a terrific brand providing essential core products, serving the needs of families with young children. We're glad we bought it, it's supported by a wonderfully talented, creative and innovative team. The profit contribution from Skip Hop has not met our expectations. We expected by its second full year, it would be earning about $15 million a year, but earned less than $5 million this year. Last year, Skip Hop lost its largest customer when Toys "R" Us closed. International demand for the brand is lower than we had expected, and its product costs increased due to new China-related tariffs. We also invested significantly in Skip Hop's talent, technology and distribution capabilities needed to grow the business. The lack of progress improving Skip Hop's profitability triggered the impairment charge. We expect continued growth in Skip Hop sales and profitability in the years ahead, though near term, it's earnings contribution is expected to be lower than we envisioned at acquisition. In summary, excluding the impairment charge, we outperformed our third quarter sales and earnings objectives. Higher demand from our wholesale customers helped mitigate the slow start to fall demand in our retail business. Historically, we've seen good growth for our brands in the fourth quarter. Carter's is the #1 brand in baby apparel and children's sleep wear, both product categories are typically purchased in the higher quantities during the year and holidays. That said, given the slow start to fall selling, we've tempered our growth estimates for the fourth quarter. Given our outperformance in the third quarter, we are firming up our previous outlook for 2019 within the range of growth we envisioned possible this year. With those assumptions, 2019 is expected to be our 31st consecutive year of sales growth. I want to thank all of our employees who are focused on delivering a strong finish to the year. I'm grateful for their commitment to strengthen our brands and to serve the needs of families with young children. Over the next few months, we will refresh our growth plans based on our experiences this year. Based on our my current estimates, we are planning good growth in sales and earnings next year. Richard will now walk you through the presentation on our website.

Thank you, Mike. Good morning, everyone. I'll begin on Page 2 with our GAAP income statement for the third quarter. Our reported results for the third quarter and year-to-date periods included unusual items in both 2019 and 2018, which are detailed in our press release and presentation today. As shown in the P&L on Page 2 and as Mike has mentioned, we took a charge in the third quarter related to the write down of the carrying value of the Skip Hop tradename. Including this charge, our operating income in Q3 declined about $20 million compared to last year with diluted earnings per share down about 12%. On Page 3, we have provided some context on the charge in the quarter. We acquired Skip Hop almost 3 years ago in early 2017. As part of the acquisition purchase accounting, we recorded several intangible assets on our balance sheet, assigning just under $60 million of the purchase price to the Skip Hop tradename. We are required to regularly assess the carrying value of the intangible assets on our balance sheet. And in the third quarter, we determined that the value of the Skip Hop tradename was impaired. This was the basis of the $31 million noncash charge we took in the quarter. The reduction in value was driven by lower actual and forecasted sales and earnings for Skip Hop relative to our previous expectations. Several factors have worked against us in the time we have owned Skip Hop. Some of which are summarized on Page 3, certainly the loss of Toys "R" Us, which was Skip Hop's largest wholesale customer and more recently, the imposition of significant tariffs on China imports, are 2 of the most noteworthy. As Mike said, we continue to believe that Skip Hop is a very good asset for us. We've been able to meaningfully grow the brand during our ownership and are forecasting it will represent over $200 million in net sales in the next several years. We've integrated Skip Hop durable products in our store and online assortments in the U.S., Canada and in Mexico. And we've continued to grow the brand's wholesale distribution in the U.S. and around the world. We also remain focused on improving the profit contribution of the brand as we leverage the investments we have made in this part of our business. Our year-to-date GAAP P&L is included on Page 4. In addition to the Skip Hop charge I just covered, our year-to-date results also included a charge related to refinancing our senior notes. For the rest of our discussion today, we will speak to our results on an adjusted basis, which is exclude these unusual items for greater comparability. Moving to Page 5 with some highlights for the third quarter. Consolidated net sales grew 2% year-over-year, driven by our U.S. wholesale and U.S. retail businesses. Relative to our expectations, we saw earlier-than-planned demand in U.S. wholesale and lower sales in our U.S. and Canadian retail businesses as we believe demand for four-wall product was affected by unusually hot weather, which is only recently begun to change around the country. Profitability increased nicely in the third quarter, with adjusted operating income up 7% and adjusted earnings per share growing strongly, up 16%. On Page 6, we've included a couple of news clippings which underscore the unusual heat around the United States in September and into October. As Mike noted, our business is generally better where the weather has become more seasonal. Turning to Page 7 and our adjusted P&L for the third quarter. Net sales were $943 million, up 2% versus last year. We achieved growth in all of our segments, which I'll speak to in more detail in a moment. Gross margin expanded by 40 basis points to 42.6%, reflecting higher product margins, particularly in our U.S. retail businesses, in part driven by higher realized pricing. We managed spending tightly in the quarter, with adjusted SG&A growth of about 1% and achieving about 20 basis points of leverage over last year. Our adjusted operating income grew 7% with a 60 basis point expansion in adjusted operating margins. Below the line, third quarter net interest and other expense was roughly comparable to last year at $10 million. Our effective tax rate in the third quarter was 18.2%, a bit less than our year-to-date effective rate of approximately 20%. For full year 2019, we're expecting our effective tax rate to be comparable to last year at approximately 21%. Our average share count declined 4% compared to last year, reflecting the benefit of our use of capital for share repurchases. So again, on the bottom line, third quarter adjusted EPS was $1.87, up 16% compared to $1.61 last year. On Page 8, we've summarized our year-to-date adjusted results. Through the first 3 quarters, net sales grew 2% to $2.4 billion. It's worth noting we've managed spending very well this year with adjusted SG&A essentially flat in dollars and down 50 basis points in rate. Adjusted operating margin was 9.9%, roughly comparable to the prior year period and adjusted EPS for the first 3 quarters of 2019 was up 6%. Turning to Page 9, with a recap of our balance sheet and cash flow. Our balance sheet and liquidity remain strong. At the end of the third quarter, our cash on hand and available capacity under our credit facility totaled approximately $625 million. Net inventories at the end of the third quarter grew 4% compared to last year, in line with our forecast. Our excess inventory position was meaningfully lower versus last year's third quarter when we were working through the unplanned liquidation of Toys "R" Us and excess inventory in China under the previous operating model. They're forecasting that net inventories will be up in the mid-single digits at year-end. We've generated good operating and free cash flow in the first 9 months of the year and expect to do so in the fourth quarter as well. Capital expenditures in the first 3 quarters were $46 million, notable areas of investment have included new and remodeled stores in the U.S. and Canada and technology initiatives, primarily in retail. Through the first 3 quarters of 2019, we've returned a total of $215 million to shareholders, comprised of $147 million in share repurchases and $68 million in dividend. We recently reached an important milestone in that our cumulative return of capital to shareholders since 2007 has now reached a total of $2 billion. Now turning to Page 11 with an overview of our business segment results in the third quarter. Our consolidated adjusted operating margin was 12.2%, up 60 basis points over the last year. Each of our business segments grew net sales in the third quarter with improved operating margins. Business segment results for the year-to-date period are included on Page 12 for your reference. Turning to third quarter results for U.S. Retail segment on Page 13. Total U.S. Retail segment sales grew 1% in the third quarter. Total comparable sales declined just under 1%, reflecting good e-commerce growth that was offset by lower store comps. U.S. retail sales in the third quarter got off to a good start with the July 4th holiday selling period, but we're below our expectations overall for the quarter. As mentioned, we believe the hot weather across the U.S. and Canada dampened demand for fall products. Substantially all of them is to forecast and our U.S. retail business occurred in the month of September. Demand from international consumers shopping in our U.S. stores and on carters.com showed some trend improvement versus the second quarter, but the recovery was not as strong as we had forecasted, in part we think because of the continued strength of the U.S. dollar. As Mike mentioned, our October month-to-date retail comp in the U.S. is slightly positive, in line with our plan. Our net store count at the end of the third quarter is pretty consistent year-over-year but the quality of our store portfolio has continued to meaningfully improve. We've closed over 20 underperforming stores this year, a good portion of which were older, legacy outlook locations. The new stores we've opened this year have been co-branded Carter's OshKosh locations, which are performing well against their pro formas. The adjusted segment margin for the U.S. Retail segment was 10.9% in the third quarter, an improvement of 60 basis points over last year. This performance reflects product margin expansion and e-commerce expense leverage, partially offset by store expense deleverage on lower comparable sales. For full year 2019, we expect U.S. Retail segment net sales to grow in the low single digits, along with operating margin expansion. On Page 14, we've included a site of a new co-branded mall store near Richmond, Virginia, and this store, which opened just recently, we're testing a focused assortment of newborn to 5T products in a slightly smaller footprint than our typical co-branded stores. Turning to Page 15. We continue to make progress with our marketing and omni-channel initiatives. We launched the Carter's credit card nationwide at the end of the second quarter. The Carter's credit card is integrated with our successful Rewarding Moments Loyalty Program and is off to good start. We're planning for good growth in the program in the fourth quarter when we typically see much higher levels of store traffic. Q3 represented the first full quarter of availability of our same-day buy online, pickup in store service. This capability allows us to leverage our store inventories and get product into the hands of our customers in a very expeditious manner. Lastly, we're piloting store fulfillment of online orders in a select group of stores. The initial test has utilized stores on the West Coast and has meaningfully improved service to our customers in this geography, resulting in delivery times of 3 days or less on average. Longer term, it's possibly we could make use of stores in other parts of the country to improve service and delivery times more broadly. We think this capability may also be an important way of addressing the trend of rising costs to serve within the e-commerce channel. We will continue to read this task during the balance of the year. Moving to Page 16, with an update on carters.com. Over the past few months, we have relaunched our website with a number of new and enhanced capabilities. We've improved site navigation, made the site easier to shop for guests and to assemble outfits and enhanced personalization. One important change was that we replatformed our site to better optimize performance on mobile devices, which customers are using more and more frequently as they shop online. On the back-end, we've also upgraded our order management and call center technologies to improve response times, service and better integrate with our omni-channel capabilities. In addition to our website, we're also making investments to strengthen our mobile app, which we plan to relaunch in 2020. On Page 17, we've summarized the latest data on consumer engagement with our brands on social media where we continue to build on our leadership position in the third quarter. We know that moms get a lot of their information on social media and they like to share their perspective and interact with their favorite brands online. During the third quarter, our posts on Instagram continue to drive the greatest engagement with moms among peer brands. On the next several pages, we've included some examples of our marketing for the upcoming holiday season. On Page 18, we feature our iconic Carter's Christmas pajamas. These products have become an annual tradition with many families. This year, we have even more options for the entire family to get into the Christmas spirit, including mom and dad. On Page 19, we show some of this season Carter's products, focused on making celebration of baby's first Christmas special. Moving to Pages 20 and 21, we're also focused on the holiday season with the OshKosh brand. These pages are from our holiday gift guide, providing inspiration and gift solutions for every toddler and kid on your shopping list. And finally, on Page 22, our focus on tapping into the emotion of the holiday season will carry through to our store experience as well. The windows of our stores will feature product displays focused on holiday family dressing as well as key promotional messages to drive traffic. Turning to Page 23 with results for our U.S. wholesale business in the third quarter. Our businesses in U.S. wholesale was stronger than we had forecasted as several customers accelerated their demand for fall seasonal product. Given this earlier demand in the third quarter, we're expecting U.S. wholesale net sales will be down in the low single digits in the fourth quarter, but will be up in the low single digits for the full year. We've had good traction with our Age Up initiative at wholesale, with sales of toddler products up double-digits through the first 3 quarters of the year. Adjusted segment operating profits grew 8% to $73 million compared to $68 million last year. Segment operating margin improved by 90 basis points to 28.9%. This margin performance reflects lower inventory provisions and lower bad debt expense, offset in part by lower royalty income. For the full year, we're planning U.S. Wholesale segment margin to be approximately 19%. On Page 24, we've included some lifestyle inventory from Simple Joys, our exclusive brand with Amazon. Launched only a few years ago, the Simple Joys assortment has expanded to include a wide range of products for newborns and toddlers, including shoes and accessories. Recently launched categories include new holiday pajamas, outerwear, sleep bags and additional sets. Simple Joys has posted good growth this year and we're expecting continued good growth in the fourth quarter. Moving to Page 25 and International segment results for the third quarter. Total International segment sales were up 1%, and up about double that on a constant currency basis. The most meaningful confident of our international operations is Canada, which had a down quarter in its stores, similar to the U.S., temperatures in Canada were unseasonably warm throughout the quarter, affecting we believe demand for fall product. We did see strong demand online in Canada, continuing the good year we're having in Canadian e-commerce. Consistent with our experience in the U.S., we've seen demand pick up in Canada as colder temperatures have arrived in a more consistent way. We have good comps planned in Canada for the fourth quarter. We've improved our in-store inventory position and the quality of the assortment versus a year ago. International segment operating profit grew 4% in the third quarter, with operating margin up 40 basis points. Here again, profitability was affected by the lower comps in our Canadian retail stores and the negative effect of the stronger U.S. dollar. We benefited in the quarter from the elimination of operating losses in China as we've transitioned in that market to a full licensed business model. Beginning on Page 26, we've included a few photos of 2 of our newest retail stores which we've opened near Mexico City. These stores mirror our successful co-branded store model in the U.S. and Canada and offer a broad assortment of Carter's, OshKosh and Skip Hop products than available in our current Mexico retail stores. Initial results have been good in these stores. Our team in Mexico is doing a good job in growing the distribution of our brands in this important market, working in partnership with our U.S. team to leverage our broader retail, marketing and supply chain capabilities. We expect to open 2 more of these larger co-branded store locations in Mexico in the fourth quarter. On Page 28, one of our international partners recently opened a new Carter's store in Argentina, bringing the store count to 3 locations in this market. Our brands have a strong following with Argentinian consumers, who have historically driven significant demand in our U.S. stores and on carters.com. Collectively, our international partners present our brands in early 1,000 points of distribution around the world at wholesale and in freestanding retail stores. Now moving to Page 30 and our outlook for the balance of the year. For the fourth quarter, we expect net sales will grow approximately 1%. We're planning low single-digit comparable sales growth in our U.S. and Canadian retail businesses. Again, as a result of the strong demand we saw in the third quarter, we expect U.S. wholesale net sales will be down slightly in the fourth quarter, but up low single digits for the full year. We expect fourth quarter adjusted earnings per share to also grow about 1% over last year. We are forecasting comparable gross margin in Q4. We expect to benefit from a higher mix and contribution from our retail businesses and continued progress in pricing. These gains will be somewhat offset by the impact of incremental tariffs, which we've estimated to be approximately $4 million in the fourth quarter. We expect to continue to control spending well in the fourth quarter with some modest leverage planned. Finally, we're forecasting royalty income down versus last year, which is a result of in-sourcing some previously licensed product categories and the transition of the previous Genuine Kids licensing relationship with Target to wholesale sales of the core OshKosh brand. If we're successful with our fourth quarter plan, full year net sales will grow about 1.5% in the middle of our previous guidance range. In terms of full year profitability, we expect adjusted EPS will grow about 4%. Risks we're monitoring include the success of our marketing and pricing strategies. The level of international consumer demand in our U.S. retail businesses and performance of our U.S. wholesale customers and the status of trade negotiations between the United States and China. And with these remarks, we're ready to take your questions.

Thank you. [Operator Instructions] Our first question will come from Ike Boruchow with Wells Fargo.

Hey, good morning, everyone. Two questions. The first one is just on and apologies if you guys went through this, I missed it. But so the miss in the quarter relative to plan was on the retail comp in the U.S. But on the guidance, it looks like there's a slightly revised lower profit for the wholesale business for the year and you maintain profit for retail. So I'm just kind of confused because it looked like wholesale was good and retail was a little weaker but the guidance is coming down on wholesale versus retail. Can you help me understand what's going on there?

Yes. We'd say we have a slight change in our forecasted mix of products and that carries with it some changes in the margin and profit outlook for the fourth quarter, primarily for wholesale.

Tariff's hitting the fourth quarter as well.

Got it. So the second is on tariffs. So 2 quick questions. One, you said $4 million for Q4. Is the $30 million an annualized number or should we think it's $34 million because...

No. It's less than $30 million, and that's for 2020 full year. In fact, this year, in '19, it's closer to $7 million.

Got it. And then the last question on tariffs what I had is. Just can you separate 4A and 4B? Just how much of that number is the tariffs that are on the come for December versus what's already been announced for September?

It was about $4 million for List 3 and $3 million for List 4.

I guess what I'm getting at is, we know what's already in place now, if December's tariff did not go into place, what would that number move lower to?

Yes. My understanding is, if the October delayed tariff action as well as December 15 action which has not been commented on recently, were to not occur, that would reduce the full impact in 2020 by about $4 million.

Okay. Thank you so much.

You're welcome.

Thank you. Our next question comes from Susan Anderson with B. Riley FBR.

Hey, good morning. Thanks so much for taking my question. Nice job on the quarter. I was curious on the SG&A line, I think you maybe had a spending shift $4 million to $5 million from second into third. Did that get postponed again in the fourth? Or did that flow through in the third quarter?

I'd say the majority of the favorability in spending was just good old-fashioned discipline, Susan, just given the trend of the top line, we were able to control discretionary spending or maybe a modest amount of marketing that we shifted from Q3 to Q4. But I wouldn't say it's significant.

Okay. Great. And then I was wondering if you can maybe talk about the performance of your mall-based stores versus your other stores? I was just curious, did you see any benefit from the shutdown of Gymboree in those mall-based stores? If performance was noticeable at all versus an off-mall?

Yes. The mall stores are some of our best performing stores. We did see improvement in the mall stores, where we were co-located with Gymboree. And so we're we'll probably open up some force of 25 mall stores this year, and we're going to proceed with caution in the next 4 or 5 years. But we identified earlier this year an opportunity to explore some portion of about 100 new mall opportunities. We always had a bias against malls because strip centers felt more like outlets to us and we've had a good experience in the outlets over the years. We have the #1 market share and #2 market share in the outlet centers. So we evolved from the outlet into strip centers. While we stay away from outlets malls rather. Malls at the beginning mall stores at the beginning of this year we're only some portion of about 6% of our total store portfolio. So I would say, we're underpenetrated intentionally over the years. We stayed away from the malls. But only about 6% of our stores at the beginning in the year were in malls. We see an opportunity over time to increase that mix. If we opened up all 100 new mall store opportunities that we identified earlier this year, the mix of our mall stores to the total portfolio would still be less than 20% 5 years from now. So we're going to go down that path. The stores we have, we've had a good experience, especially during these seasonal transitions when it's unusually hot or unusually cold during those seasonal transitions. The malls are typically the mom and dad's choice for shopping for kid's apparel. And I think we benefit from having we would benefit from having a higher mix of mall stores over time.

Great. And last one, if I can ask one more. On the performance of baby versus toddler versus older kids, I think you had said baby was a pressure point, which I believe may be all year. Just curious if that's improved at all though? And then also, maybe if you could talk about I think toddler, you mentioned was at double-digits but then versus the older kids, the performance there?

Right. So overall, I think it's what's important to note, the baby apparel market, the latest data that we have, the market for baby apparel dropped from about $9 billion to $8 billion this past year. So the market has been down. That said, our baby apparel sales this year will be comparable year-over-year. So we view that positively. What we've seen is very good growth with the our exclusive brands with Walmart, Target and Amazon. So the baby apparel business is for us, lower growth than we like it to be. But I think it's a function of fewer births over the past 10-plus years. But I think we're holding our own in terms of market share. In terms of baby apparel, we have 5x the share of our nearest competitor. Toddler as a company grew over 4% year-to-date. The strength has been this come from this Age Up initiative that we launched a couple of years ago. We've seen the highest growth in our 4 to 14 age segment. That's been a good source of growth for us. So our merchants, our designers, our sourcing team, they've all done a good job developing a product offering that skews to a slightly older child up to about a 10-year-old child. They the number one request we've had from people shopping with us over the years, they wish they could stay with the brand longer. So we developed a product offering that enables them to stay with our brands longer and they've responded positively to it. The strongest growth has been in the older-age segments.

Like I just said, that the wholesale accounts, that's part of the Age Up strategy are also leveraging our brands to grow their toddler business with the Gymboree opportunity. We've had good business at Kohl's and Macy's, but last year, Amazon added Toddler age segments, which is doing really well. We've got incremental distribution in Walmart this year, which I'll remind for toddler, they're expanding in 2020. And now we gain placement in Target for spring of 2020, with a just one you ran for toddler in addition to our growing business with the OshKosh brand at Target. So certainly excited about Age Up, not only for our retail business with the new sizes, but in wholesale, more of a toddler play. And they're reaching out to us and we feel good about that.

Great, nice job. Good luck this holiday.

Thanks very much.

Thank you. Our next question comes from Paul Lejuez with Citi Research.

Hey, thanks, guys. Just wanted to talk about the, what you call, I think the pull-forward of demand. I guess I'm just trying to understand the difference between how you would differentiate between a pull-forward demand and just better demand earlier than expected. Is there anything that you're seeing that would make you think that better demand wouldn't continue in that wholesale business? So that's question one. And then on the retail side, curious on the launch of the credit card, how much of that helped the business, what percent of sales did it represent that part of label credit card? And where do you hope that would go in 4Q versus 3Q? Thank you.

Yes. So in terms of I would describe what we saw in wholesale in the third quarter as earlier demand. Our wholesale customers, they have to transmit their orders weeks in advance of when they actually need it on their floor to work it through their distribution centers and out to the stores. Well, our experience over the years tells us, when you get new product that hits the floor, it drives better selling. So I think they and in anticipation of a good holiday season, they wanted to get the product on the floor sooner. If the product sells well, that may lead to better demand than we're currently forecasting for the fourth quarter, just not the way we're planning it right now. But if the selling is good that may provide an opportunity for better demand than we're currently forecasting for the fourth quarter. And on the credit card, I would say the impact on the third and fourth quarters won't be material this year. We just launched this recently. We're encouraged by its performance since the launch, consumers clearly embracing it. But I would not say, it would have a material impact on our performance this year. More to share next year.

And could I just one follow-up. Can you talk specifically about the outlook business? How did the outlook stores performed versus the rest of the retail business?

Yes. Interesting, The outlets did okay in the third quarter, the performance was actually in line, if not slightly better than the total chain.

Thank you very much. Good luck guys.

Thanks very much.

Thank you. Our next question comes from David Buckley with Bank of America Merrill Lynch.

Good morning, guys. Thanks for taking my question. Just on the gross margin outlook for fourth quarter, given the price increases, just curious why don't you expect to see margin improvement there? Then how you see gross margin by channel in the fourth quarter? And whether the promotional environment is having any impact on your outlook?

Yes. I'd say overall, as I said, we're planning comparable gross margin. I would say the underlying gross margin trend has been positive and that is expected to continue in fourth quarter. We're expected to continue to make progress in improving our realized pricing, which was a real success story for us in the third quarter. We do think that, that will continue. We're expecting a meaningfully lower level of off-price channel sales. We had an outweighted amount of that a year ago, we don't think that repeats in the fourth quarter. We get a mix benefit from growing our retail businesses, which are the gross margin-rich portion of the portfolio. But also, the offset that we have is the fact that these incremental tariffs are going to come in to the tune of about $4 million. So that depresses the overall consolidated gross margin. I would say, the underlying trend in terms of how we're running the business in terms of core profitability is continuing to improve.

I agree. Thank you.

Welcome.

Thank you. Our next question comes from John Morris with D.A. Davidson.

Thanks, My congratulations on a great start to fall here. A little bit more color if you would on the pricing progress that you all are making. I'm hearing but I don't want to read too much into this. Are you characterizing it as coming a little bit sooner in terms of the traction that you're picking up in pricing? Is it coming across both retail and wholesale, so pretty even. And any other kind of read-throughs on that for us? It sounds like you're expecting that to continue. And where all that might be coming from?

Yes. So just a bit of background here. So we saw higher product cost for 2019. We took more pricing action in the second half, third quarter was going to be the highest hurdle to cover the cost increases and we achieved those objectives. So our pricing and cost in the third quarter were each up about 4%. And so we achieved our pricing objectives. And it was a function of taking the prices up thoughtfully and the other thing is just the quality of inventory. So the price realization was better, largely because we are doing a better job this year, buying the inventories, buying them more conservatively, being smarter on the buys. So the price realization, the third quarter was good. We the pricing will not be up as much in the fourth quarter because now you'll start to the mix of spring 2020 product and the product costs for spring 2020 are lower year-over-year.

All right. Great. And the kind of contribution, I don't know, to the extent that you can quantify it so far for buy online, pickup in store. The advantages that you're beginning to see there. I'm just wondering if it you anticipate that that's going to be a meaningful factor in Q4 and/or into next year? I know it's still little bit early. So just wanted to kind of get a little bit color there.

Yes. We're excited about the buy online, pickup in store. We've really added multiple visually enabled capabilities over the last couple of years, including 2 of them in the third quarter. So we launched buy online, pickup in store where they can come in and get the product in about 2 hours after they order it. It gives faster service to the customer, lower cost for us. And when they come in a store, we're experiencing about a quarter of the time they buy additional product, which is great. So I would say it was low single-digit portion of the online orders out of the gate, which was good, it was on plan. Overall, when you put all these initiatives together between that to deliver from store that Richard mentioned that we're piling on the West Coast in Q4 and hope to roll out, as well as the endless aisle program and the buy online, ship to store that we launched in the last couple of years. All 4 of those collectively. We're currently seeing about 20% of the orders placed online are utilizing these new capabilities in total. And we think it's going to be 30% next year around there. So we feel good about it between that. The launch of the website the relaunch, I should say, of the website and then also while we're relaunching the seamless checkout process in Q4. And then the credit card that we launched. All those collectively, we feel good about and expect them to drive the business. And I think they will be more meaningful to our results next year.

Great, thanks Good luck for holiday.

Thank you.

Thank you. Our next question comes from Jim Chartier with Monness, Crespi, Hardt.

Thank you for taking my question. First, I want to on Simple Joys, I know that margin there has kind of lagged as you ramped the business. But I guess how long is this a new business like that take to ramp to maturity? How long did Walmart and Target take after you launched those businesses? Thanks.

Well, Simple Joys, we feel really good about that relationship. In fact, the teams are out there meeting with the group this week to have an excellent meeting. So the retail sales this year have more than doubled with Simple Joys, and I would say, the pace has even increased through Q3. The margins have improved with scale. The business is growing and they're going to expand to the EU 5 countries next year. I think we see those margins now reaching a point where they're accretive to CRI. So we feel good about that. And we expect them to continue to improve with scale.

Great. And then you mentioned in the script international spending on your e-commerce side and in stores improved, but not as much as expected. So much of a shortfall was that relative to your expectation for your retail comps in third quarter? And how much of a drag will it be in fourth quarter?

I wouldn't say it was meaningful. It started recovering in the third quarter, but would the forecast on exchange rates where I don't think the fourth quarter will be as good as what we envision when we updated you in July. So it's one of the reasons why we've tempered the guidance for the fourth quarter.

Yes. It's about 20% of the business online. The trend improved in Q3 over Q2, but it was still below what we had planned based on what's going on with currency.

Right. Okay. And then finally, your Labor Day weekend last year, which was a tough weekend for you. How did that perform? I know said September overall was challenging, but how the Labor Day specifically work out for you?

Yes. It was not good. I would say the weather over Labor Day this year was comparable. The last year, there was no stimulus. There was no cooler weather trends in any part of the country that would encourage people not to go out and shopping for their fall outfits. So I would say, Labor Day this year, where as we were hoping for better performance because of an easier comparison, the weather was comparable prior, so the shopping behaviors were comparable year-over-year. And unlike last year, we started to see cooler weather arrive later September into October. Even October month-to-date, we're up against about a 10 comp last year. And we're comping up 1, which we'd say comping up one against a comp of up 10 last year is good performance. But we had a tough comparison. We're hopeful that as we move into the balance of the quarter, cooler weather arrives in more parts of the country and they will be on track to achieve a two to three comp for the fourth quarter.

Thanks. Best of luck for Holidays.

Thanks very much.

Thank you. Our next question comes from Jay Sole with UBS.

Great, thanks so much. Just if you think about your wholesale portfolio, the last few quarters you talked about Toys "R" Us. It's come up on this call, that was a headwind and some of the other retail partners that have closed a lot of stores has also been a headwind. Looking at the portfolio as it stands today and thinking about next year, how do you evaluate how store closures might impact your wholesale business looking out into 2020?

Yes. We tried Jay to go out and look at all those things. It's there's a lot of moving parts in wholesale. I would say, overall, we feel really good about this year. And we plan to have a good year with this low single-digit growth. And that's considering we had about $15 million from TRU in the base in 2018. And as Mike said, the growth is driven by exclusive brands. There are significant channel shifts going on. The top retailers are getting stronger. We are proud about the fact that we think we're going to have record sales with 4 of our top 5 accounts and they're going to collectively grow double-digits this year. So the teams are doing a great job there. And then in the mall-based department stores are around 11% of our sales now. So there has been a rotation and a channel shift. There's no question. Replenishment business is overall a good, that's about 30% of our business and that's been driven by exclusive brands and then, of course, Amazon is doing well. As we look into next year, I commented on toddler. We've got an incremental toddler placement we feel good about. I think that the online businesses at all of our accounts are going to continue to grow, Amazon should continue to grow. But we'll be firming up those plans soon. We'll share more with you in February. But at this moment, we are still planning low single-digit growth at our wholesale business going forward based on all the puts and takes in the industry.

Got it. Okay. That's great. And then maybe, Brian, just to follow-up on that. Richard, in the PowerPoint mentioned a bunch of plans to really highlight the gifting opportunities for Carter's. Could you just remind us of how you felt about gifting in 2018? And maybe what you feel about the plans and strategies for 2019? And if it represents an opportunity to drive incremental comp in your stores this year?

Yes. I think gifting is a key opportunity we're focused on. One of our key strategies in the company, one of the 5 pillars of growth is really the winning baby. It is it does represent a little more of a challenge based on what Mike talked about with the market. But we put, I would say, significant efforts forward. We remodeled the front of about 400 stores this fall with this summer, I should say, with a new baby experience to showcase the layout product that we do have. We relaunched the site with a key focus on gifting. I think if you go on the site and see the gifting experience, it's beautiful. Significantly improved over what we had in the past and we'll continue to showcase that. But baby is a key opportunity. I think gifting is something we can continue to do a better job of, and we're looking at making more personalized efforts around that strategy as well going forward.

Got it. And I guess with Skip Hop, it's been some real successes. Maybe I saw a couple of surprises that you're talking about today. How does it impact your view of M&A going forward? Does it make you more interested in doing M&A or less interested? What's your feeling right now?

M&A is still on the shortlist of things that we think are opportunities to provide better returns for our shareholders. We've looked at a few things this past year, passed on them. We look for things in the kids kinds space doesn't necessarily have to be apparel. We would love to have another durables brand to complement Skip Hop and but we'll focus continue to focus on good brands in the kids space, with good management teams, track record of growth, something that would be accretive to earnings. So the experience with Skip Hop generally has been good. And I would say, we've invested significantly in the first few years to enable it to grow and it has grown, the sales are up over 50% since we acquired it. So it hasn't the experience with Skip Hop has not changed our view on M&A going forward.

And then a last one. Did the website relaunch have any impact on sales? Was there any disruption or cause any slowdown in the sales that might see what you might see improvement in the fourth quarter and beyond and next year, you lap it in 3Q?

No. Consumer embraced the changes right out of the box. We had actually expected there might be some short-term disruption as they got used to the site and we were surprised to see that there was no disruption. So the performance in the third quarter and online was very good for us.

Okay, got it. Thank you so much.

You're welcome.

Thank you. Our next question comes from Warren Cheng with Evercore ISI.

Good morning thanks for taking my questions. I wanted to follow-up on Susan's question about the stronger trends on the non-baby side where you have some new tools this year to go after some of the opportunity that's opened up. So the first is, where is the Age Up product available today? And what are the plans to scale that out in 2020? And then the second is, is the OshKosh launch in Target, is that something some of your mall-based wholesale accounts might be interested in?

I think there's 2 things. In terms of Age Up, that strategy is for older sizes and for toddler. We talked about adding sizes in the past. We added size 8 a few years ago and it became about $100 million in revenue over 3 or 4 years. We just added one size in the Carter's brand. So fastest growing part of the business is this Age Up strategy, this 4 to 14 range. The product is available primarily in our retail channel, both online and in our stores. We have had some folks in wholesale pick it up primarily in sleepwear, they do a very good job of older-age sleepwear. But in wholesale, I would say, our Age Up strategy to grow beyond baby is more of a toddler strategy, which I shared earlier with the placement that we have and some really great retailers and then the additional distribution we're getting both this fall and next fall. So we feel good about that. It's the best part of the company at this point in terms of growth. And then OshKosh at Target is doing well. We do have OshKosh in several other accounts overall, and we do expect to grow the brand.

And then just one follow-up. You made the comments that the wholesale exclusives are accretive to margins. Was that overall margins? Or wholesale margins?

That's the overall. They are margin accretive to the company.

Thank you.

You're welcome.

Thank you. Our next question comes from Tiffany Kanaga with Deutsche Bank.

Hi, thanks for taking our questions. As I also think out to 2020 and beyond and you mentioning in your prepared remarks an expectation for good growth in sales and earnings next year. What would you list as the most significant drivers overall at wholesale as you just discussed, but really more broadly? Behind what would still be an implied reacceleration in earnings growth to get back on track with your 5-year plan to CAGR of 7%?

We're not planning if you're talking about sales growth or earnings growth at 7%?

Yes. The earnings CAGR.

Yes. So right now our expectation is that we will have low single-digit growth in sales, mid-single-digit growth in operating income and higher single-digit growth in EPS. And again, there are a number of margin opportunities that enable us to have better operating income growth relative to sales, we'll have a higher mix of co-branded stores, fewer margin-dilutive stores that we will close over the next 5 years. We'll close at least 100 stores over the next 5 years. We expect to see a benefit from Amazon scaling, from Skip Hop showing progress. There's a number of inventory management disciplines that'll be margin drivers for us. And then in EPS, our plan is to continue to be in the market, repurchasing shares. And so those are our current model assumptions. And next February, based on our experiences this year, we'll refresh those assumptions. But we're expecting good growth in sales and earnings next year.

All right, Thank you very much.

You're welcome. Thank you. That concludes our time for questions and answers. I will now turn it back to Mr. Casey for closing remarks. A - Michael Casey: Well, thank you all for joining us on the call this morning. We look forward to updating you again on our progress early next year. Goodbye.

Thank you everyone. This concludes today's teleconference. You may now disconnect.