CARTERS INC — Director's Dealing 2010

Nov 8, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2010-11-04

Reporting Person: Berkshire Partners LLC (10% Owner)
Reporting Person: Seventh Berkshire Associates LLC (10% Owner)
Reporting Person: Stockbridge Partners LLC (10% Owner)
Reporting Person: BERKSHIRE FUND VII L P (10% Owner)
Reporting Person: BERKSHIRE FUND VII-A L P (10% Owner)
Reporting Person: Berkshire Investors IV LLC (10% Owner)
Reporting Person: Berkshire Investors III LLC (10% Owner)
Reporting Person: Stockbridge Fund, L.P. (10% Owner)
Reporting Person: Stockbridge Absolute Return Fund, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22682	Direct
Common Stock	5406930	Indirect
Common Stock	88363	Direct
Common Stock	39124	Direct
Common Stock	184835	Direct
Common Stock	5746	Direct

Footnotes

F1: Represents shares held directly by Berkshire Partners LLC ("Berkshire Partners").

F2: Represents shares held indirectly by Berkshire Partners, Seventh Berkshire Associates LLC ("7BA") and Stockbridge Partners LLC ("Stockbridge Partners"). Berkshire Fund VII, L.P. ("Fund VII") owns 4,414,319 shares through a wholly owned subsidiary. Berkshire Fund VII-A, L.P. ("Fund VII-A") owns 825,301 shares through a wholly owned subsidiary. Stockbridge Partners holds 167,310 shares on behalf of a managed account. 7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners, 7BA and Stockbridge Partners are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners, 7BA and Stockbridge Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F3: Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F4: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F5: Represents shares held directly by Stockbridge Fund, L.P. ("Stockbridge Fund"). Stockbridge Associates LLC ("SA LLC") is the sole general partner of Stockbridge Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Fund and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F6: Represents shares held directly by Stockbridge Absolute Return Fund, L.P. ("Stockbridge Absolute"). SA LLC is the sole general partner of Stockbridge Absolute. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Absolute and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.