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CARTERS INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

July 24, 2014

The following is a discussion of our results of operations and current financial condition. This should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and our Annual Report on Form 10-K for the fiscal year ended December 28, 2013.



Our Business

We are the largest branded marketer in the United States of apparel exclusively for babies and young children. We own two of the most highly recognized and most trusted brand names in the children's apparel industry, Carter's and OshKosh B'gosh ("OshKosh"). Established in 1865, our Carter's brand is recognized and trusted by consumers for high-quality apparel for children sizes newborn to seven. Established in 1895, OshKosh is a well-known brand, trusted by consumers for its line of apparel for children sizes newborn to 12, with a focus on playclothes for toddlers and young children. Given each brand's product category emphasis and brand aesthetic, we believe the brands provide a complementary product offering. We have extensive experience in the young children's apparel market and focus on delivering products that satisfy our consumers' needs. Our strategy is to market high-quality, essential core products at prices that deliver an attractive value proposition for consumers. 29



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, (i) selected statement of operations data expressed as a percentage of net sales, and (ii) the number of retail stores open at the end of each period:

Fiscal quarter ended Two fiscal quarters ended June 28, June 29, June 28, June 29, 2014 2013 2014 2013 Net sales Carter's Wholesale 34.8 % 38.0 % 38.5 % 40.1 % Carter's Retail 40.7 % 38.5 % 37.9 % 36.8 % Total Carter's 75.5 % 76.5 % 76.4 % 76.9 % OshKosh Retail 11.8 % 10.9 % 10.7 % 10.1 % OshKosh Wholesale 2.0 % 2.2 % 2.2 % 2.7 % Total OshKosh 13.8 % 13.1 % 12.9 % 12.8 % International 10.7 % 10.4 % 10.7 % 10.3 % Consolidated net sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of goods sold 57.2 % 57.5 % 58.6 % 58.2 % Gross margin 42.8 % 42.5 % 41.4 % 41.8 % Selling, general, and administrative expenses 35.9 % 37.7 % 34.0 % 34.3 % Royalty Income (1.4 )% (1.4 )% (1.5 )% (1.5 )% Operating income 8.3 % 6.3 % 8.9 % 9.0 % Interest expense 1.2 % 0.2 % 1.1 % 0.2 % Interest income - % - % - % - % Other expense (income), net - % 0.1 % - % 0.1 % Income before income taxes 7.1 % 6.0 % 7.8 % 8.7 % Provision for income taxes 2.6 % 2.2 % 2.9 % 3.2 % Net income 4.5 % 3.8 % 4.9 % 5.5 % Number of retail stores at end of period: Carter's - U.S. 509 438 OshKosh - U.S. 187 164 International 110 107 Total retail stores 806 709



Note: Results may not be additive due to rounding.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

SECOND QUARTER AND TWO FISCAL QUARTERS ENDED JUNE 28, 2014 COMPARED WITH SECOND QUARTER AND TWO FISCAL QUARTERS ENDED JUNE 29, 2013

CONSOLIDATED NET SALES

In the second fiscal quarter of 2014, consolidated net sales increased $56.2 million, or 10.9%, to $574.1 million. For the first two fiscal quarters of 2014, consolidated net sales increased $116.8 million, or 10.5%, to $1,225.7 million. For both periods, the increase reflects sales growth in our Carter's Wholesale, Carter's Retail, OshKosh Retail, and International segments. Changes in foreign currency exchange rates in the second quarter and first two quarters of fiscal 2014 as compared to the second quarter and first two quarters of fiscal 2013 negatively impacted International segment net sales by approximately $2.9 million and $6.8 million, respectively. Fiscal quarter ended Two fiscal quarters ended (dollars in % of % of % of % of thousands) June 28, 2014 Total June 29, 2013 Total

June 28, 2014 Total June 29, 2013 Total Net sales: Carter's Wholesale $ 200,059 34.8 % $ 196,734 38.0 % $ 471,688 38.5 % $ 444,912 40.1 % Carter's Retail 233,690 40.7 % 199,370 38.5 % 464,018 37.9 % 407,799 36.8 % Total Carter's 433,749 75.5 % 396,104 76.5 % 935,706 76.4 % 852,711 76.9 % OshKosh Retail $ 67,515 11.8 % $ 56,423 10.9 % $ 131,073 10.7 % $ 111,768 10.1 % OshKosh Wholesale 11,649 2.0 % 11,301 2.2 % 27,235 2.2 % 29,487 2.7 % Total OshKosh 79,164 13.8 % 67,724 13.1 % 158,308 12.9 % 141,255 12.8 % International 61,152 10.7 % 54,046 10.4 % 131,695 10.7 % 114,917 10.3 % Total net sales $ 574,065 100.0 % $ 517,874 100.0 % $ 1,225,709 100.0 % $ 1,108,883 100.0 % CARTER'S WHOLESALE SALES Carter's wholesale sales increased $3.3 million, or 1.7%, in the second fiscal quarter of 2014 to $200.1 million. This increase was primarily due to a 5.4% increase in average price per unit, partially offset by a 3.5% decline in the number of units shipped as compared to the second fiscal quarter of 2013.



Carter's wholesale sales increased 26.8 million, or 6.0%, in the first two fiscal quarters of 2014 to 471.7 million. This increase was primarily due to a 4.2% increase in the average price per unit and a 1.8% increase in units shipped, as compared to the first two fiscal quarters of 2013.

CARTER'S RETAIL SALES

Carter's retail sales increased $34.3 million, or 17.2%, in the second fiscal quarter of 2014 to $233.7 million. The increase was driven by incremental sales of $19.6 million generated by new store openings, an eCommerce sales increase of $10.3 million, and a comparable stores sales increase of $4.9 million primarily driven by an increase in the number of transactions during the second quarter. This increase was partially offset by the impact of store closings of $0.4 million. Carter's retail sales increased $56.2 million, or 13.8%, in the first two fiscal quarters of 2014 to $464.0 million. The increase was driven by incremental sales of $39.5 million generated by new store openings and $20.5 million generated by eCommerce sales. This increase was partially offset by a comparable stores sales decrease of $3.2 million, primarily driven by a decrease in the number of transactions during the first two fiscal quarters of 2014 and the impact of store closings of $0.6 million. In the second quarter of 2014, Carter's direct-to-consumer comparable sales increased 7.7%, comprised of eCommerce comparable sales growth of 36.5% and a retail stores comparable sales increase of 2.9%. In the first two quarters of 2014, Carter's direct-to-consumer comparable sales, increased 4.3%, comprised of eCommerce comparable sales growth of 32.0% partially offset by a retail stores comparable sales decline of 0.9%. 31



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

During the second fiscal quarter of 2014, we opened 20 Carter's retail stores and closed two stores. During the first two fiscal quarters of 2014, we opened 36 Carter's stores and closed three stores. There were a total of 509 Carter's retail stores as of June 28, 2014. In total, we plan to open approximately 60 Carter's retail stores and close four stores during fiscal 2014.



OSHKOSH RETAIL SALES

OshKosh retail sales increased $11.1 million, or 19.7%, in the second fiscal quarter of 2014 to $67.5 million. The increase was driven by incremental sales of $5.2 million generated by new store openings, a comparable store sales increase of $3.4 million driven by an increase in the average transaction value due to improved price realization, and an eCommerce sales increase of $3.0 million. This increase was partially offset by the impact of store closings of $0.6 million. OshKosh retail sales increased $19.3 million, or 17.3%, in the first two fiscal quarters of 2014 to $131.1 million. The increase was driven by incremental sales of of $9.8 million generated by new store openings, an eCommerce sales increase of $5.9 million, and a comparable store sales increase of $4.8 million driven by an increase in the average transaction value due to improved price realization. This increase was partially offset by the impact of store closings of $1.1 million. In the second quarter of 2014, OshKosh direct-to-consumer comparable sales increased 11.6%, comprised of eCommerce comparable sales growth of 43.2% and a retail stores comparable sales increase of 7.0%. In the first two quarters of 2014, OshKosh direct-to-consumer comparable sales increased 9.7%, comprised of eCommerce comparable sales growth of 36.8% and a retail stores comparable sales increase of 5.0%. During the second fiscal quarter of 2014, we opened four OshKosh retail stores and closed three stores. During the first two fiscal quarters, we opened ten stores and closed four stores. There were a total of 187 OshKosh retail stores as of June 28, 2014. In total, we plan to open approximately 24 and close four OshKosh retail stores during fiscal 2014.



OSHKOSH WHOLESALE SALES

OshKosh wholesale sales increased $0.3 million, or 3.1%, in the second fiscal quarter of 2014 to $11.6 million. This increase was primarily the result of a 12.0% increase in the average price per unit, partially offset by a 8.5% decline in units shipped, as compared to the second fiscal quarter of 2013. OshKosh wholesale sales decreased $2.3 million, or 7.6%, in the first two fiscal quarters of 2014 to $27.2 million. This decrease was primarily the result of a 12.0% decrease in units shipped, partially offset by a 4.9% increase in the average price per unit, as compared to the two fiscal quarters ended 2013.



INTERNATIONAL SALES

International sales increased $7.1 million, or 13.1%, in the second fiscal quarter of 2014 to $61.2 million. Our international wholesale sales increased $6.7 million, or 39.2%, to $23.6 million, driven by incremental sales of $3.0 million in Canada and $3.6 million in our other international locations. Our international retail sales increased by $0.5 million driven by a $5.1 million dollar increase in our Canadian retail locations and international eCommerce business, partially offset by a $4.7 million decrease in our retail operations in Japan. Comparable store sales in Canada increased $1.0 million, or 3.3%. International sales increased $16.8 million, or 14.6%, in the first two quarters of 2014 to $131.7 million. Our international wholesale sales increased $15.7 million, or 35.6%, to $59.8 million, driven by incremental sales of $10.0 million in Canada and $5.7 million in our other international locations. Our international retail sales increased by $1.1 million driven by a $4.9 million increase in our Canadian retail locations and our international eCommerce business, partially offset by a $3.8 million decrease in our retail operations in Japan. Comparable store sales in Canada declined $1.8 million, or 3.2%. During the second fiscal quarter of 2014, we opened seven retail stores in Canada and closed zero. During the first two fiscal quarters of 2014, we opened nine stores and closed one. There were a total of 110 retail stores in Canada as of June 28, 2014. In fiscal 2014, we plan to open a total of approximately 22 retail stores in Canada and close two.



GROSS PROFIT

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Our gross profit increased $25.2 million, or 11.5%, to $245.5 million in the second fiscal quarter of 2014. Gross margin increased from 42.5% in the second fiscal quarter of 2013 to 42.8% in the second fiscal quarter of 2014.



Our gross profit increased $43.9 million, or 9.5%, to $507.2 million in the first two fiscal quarters of 2014. Gross margin decreased from 41.8% in the first two fiscal quarters in 2013 to 41.4% in the first two fiscal quarters of 2014.

We include distribution costs in selling, general, and administrative expenses. Accordingly, our gross profit may not be comparable to other companies that include such distribution costs in their cost of goods sold.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses in the second fiscal quarter of 2014 increased $11.3 million, or 5.8%, to $206.3 million. As a percentage of net sales, selling, general, and administrative expenses decreased from 37.7% to 35.9% in the second fiscal quarter of 2014.



The decrease in selling, general, and administrative expenses as a percentage of net sales reflects:

$5.5 million in lower costs associated with the office consolidation;

$4.2 million in lower costs associated with our exit from Japan retail operations;



$2.6 million in lower provisions for performance-based compensation; and

Offsetting these decreases were $4.6 million in increased amortization expense for the H.W. Carter tradename.

Selling, general, and administrative expenses in the first two fiscal quarters of 2014 increased $36.0 million, or 9.5%, to $416.4 million. As a percentage of sales, selling, general, and administrative expenses decreased from 34.3% to 34.0% in the first two fiscal quarters of 2014. The decrease in selling, general, and administrative expenses as a percentage of net sales reflects approximately $11.5 million in lower costs associated with the office consolidation, partially offset by increases of $10.9 million in amortization expense for the H.W. Carter tradename.



ROYALTY INCOME

We license the use of our Carter's, Just One You, Child of Mine, OshKosh B'gosh, OshKosh, Genuine Kids from OshKosh, and Precious Firsts brand names. Royalty income from these brands for the second quarter and two fiscal quarters ending June 28, 2014 was approximately $8.2 million and $18.1 million (including $1.2 million and $2.6 million of international royalty income), respectively. The increase of 9.0% and 8.0%, for the second quarter and two fiscal quarters ending June 28, 2014, respectively, as compared to the same periods in 2013, reflects strength in domestic and international royalties.



OPERATING INCOME

Operating income increased $14.6 million, or 44.6%, to $47.3 million in the second quarter of 2014 as compared to the second quarter of 2013 and increased $9.2 million, or 9.2%, to $108.9 million in the first two fiscal quarters of 2014 as compared to the first two fiscal quarters of 2013, in each case due to the factors described above.



INTEREST EXPENSE

Interest expense in the second fiscal quarter of 2014 increased $5.6 million to $6.9 million, compared to the second fiscal quarter of 2013. Weighted-average borrowings for the second fiscal quarter of 2014 were $586.0 million at an effective interest rate of 4.65%, as compared to weighted-average borrowings for the second fiscal quarter of 2013 of $186.0 million at an effective interest rate of 2.61%. 33



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Interest expense in the first two fiscal quarters of 2014 increased $11.2 million to $13.8 million, compared to the first two fiscal quarters of 2013. Weighted-average borrowings for the first two fiscal quarters of 2014 were $586.0 million at an effective interest rate of 4.65%, as compared to weighted-average borrowings for the first two fiscal quarters of 2013 of $186.0 million at an effective interest rate of 2.59%. The effective interest rate in the second fiscal quarter and first two fiscal quarters of 2014 was higher than the comparable period of 2013 as a result of our senior notes issuance in the third fiscal quarter of 2013.



Effective interest rates include the effect of the amortization of debt issuance costs.

INCOME TAXES



Our effective tax rate for the second fiscal quarter of 2014 was 36.5% as compared to 36.8% for the second fiscal quarter of 2013. Our effective tax rate for the first two fiscal quarters of both 2014 and 2013 was 36.6%.

NET INCOME

Our net income for the second fiscal quarter of 2014 increased $6.2 million, or 31.6%, to $25.9 million as compared to $19.7 million in the second fiscal quarter of 2013. Our net income for the first two fiscal quarters of 2014 decreased $0.9 million, or 1.5%, to $60.2 million as compared to $61.1 million in the first two fiscal quarters of 2013.



FINANCIAL CONDITION, CAPITAL RESOURCES, AND LIQUIDITY

Our primary cash needs are working capital and capital expenditures. We expect our primary source of liquidity to be cash and cash equivalents on hand, cash flow from operations, and borrowings under our revolving credit facility, and we expect that these sources will fund our ongoing cash requirements for the foreseeable future, although no assurance can be given in this regard. Net accounts receivable at June 28, 2014 were $133.9 million compared to $133.3 million at June 29, 2013 and $193.6 million at December 28, 2013, an increase of $0.6 million, or 0.5%, as compared to June 29, 2013. Due to the seasonal nature of our operations, the net accounts receivable balance at June 28, 2014 is not comparable to the net accounts receivable balance at December 28, 2013. Net inventories at June 28, 2014 were $538.2 million compared to $429.2 million at June 29, 2013 and $417.8 million at December 28, 2013. The increase of $109.0 million, or 25.4%, as compared to June 29, 2013, primarily reflects the impact of planned supply chain initiatives, higher product costs, and planned sales and store openings. Due to the seasonal nature of our operations, the net inventories balance at June 28, 2014 is not comparable to the net inventories balance at December 28, 2013. Net cash provided by operating activities for the first two fiscal quarters of 2014 was 33.1 million compared to net cash provided by operating activities of $69.8 million in the first two fiscal quarters of 2013. The decrease in operating cash flow primarily reflects increased working capital requirements, reflecting planned inventory increases, higher product costs, and the timing of inventory purchases and payments. Our capital expenditures were $61.3 million in the first two fiscal quarters of 2014 compared to $70.6 million in the first two fiscal quarters of 2013, primarily reflecting expenditures of approximately $23.1 million for our U.S. and international retail store openings and remodelings, $14.5 million for the Braselton, Georgia distribution facility, $10.8 million for information technology initiatives, and $8.2 million for our new headquarters facility. We plan to invest approximately $100 million in capital expenditures in fiscal 2014, primarily for U.S. and international retail store openings and remodelings, information technology, and further expansion of our distribution capacity at the Braselton, Georgia facility.



Secured Revolving Credit Facility

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The aggregate principal amount of the secured revolving credit facility as of June 28, 2014, was $375 million, consisting of a $340 million U.S. dollar revolving credit facility and a $35 million multicurrency revolving credit facility. The sub-limit for U.S. dollar letters of credit is $175 million. The revolving credit facility expires August 31, 2017. Amounts outstanding under the revolving credit facility currently accrue interest at a LIBOR rate plus 2.00%, which, as of June 28, 2014, was 2.15%. At June 28, 2014, we had $186.0 million in borrowings under the revolving credit facility, exclusive of $8.0 million of outstanding letters of credit, leaving approximately $181.0 million available for future borrowings. As of June 28, 2014, we were in compliance with the financial debt covenants under our secured revolving credit facility. Senior Notes As of June 28, 2014, TWCC had $400 million principal amount of senior notes outstanding, bearing interest at a rate of 5.25% per annum, and maturing on August 15, 2021. TWCC received net proceeds from the offering of the senior notes of approximately $394.2 million, after deducting bank fees. The senior notes are unsecured and are fully and unconditionally guaranteed by Carter's, Inc. and certain subsidiaries of TWCC.



FACILITY CLOSURES

In conjunction with our plan to consolidate our Shelton, Connecticut and Atlanta, Georgia offices, as well as certain functions from our other offices, into a new headquarters facility in Atlanta, Georgia, we incurred approximately $4.6 million and $6.6 million in closing-related costs for the second fiscal quarter and two fiscal quarters ended June 28, 2014. We expect approximately $0.5 million in additional costs in fiscal 2014 related to the office consolidation. The June 28, 2014 severance accrual of approximately $2.7 million is expected to be paid by the end of fiscal 2014. In the fourth quarter of 2013, we made the decision to exit retail operations in Japan based on revised forecasts which do not meet our investment objectives. We incurred approximately $0.9 million and $1.5 million in closing related costs in the second fiscal quarter and first two fiscal quarters ended June 28, 2014, respectively. For the two fiscal quarters ended June 28, 2014, we also recorded approximately $1.0 million in cost of goods sold related to a favorable recovery on inventory. We expect to incur approximately $0.3 million of additional costs in fiscal 2014 in connection with the exit of retail operations in Japan. The June 28, 2014 accrual of approximately $0.6 million is expected to be paid by the end of fiscal 2014. BONNIE TOGS ACQUISITION As of June 28, 2014, a discounted contingent consideration liability related to our 2011 acquisition of Bonnie Togs of approximately $16.8 million remains. The liability is based upon the high probability that Bonnie Togs will attain its earnings targets. Approximately $9.4 million of the total liability is included in other current liabilities and the remainder is included in other long-term liabilities on the accompanying unaudited condensed consolidated balance sheet.



SHARE REPURCHASES

Pursuant to the previously announced share repurchase authorizations by the Board of Directors, during the first two quarters of fiscal 2014, the Company repurchased and retired 499,151 shares in open market transactions, or approximately $36.1 million, at an average price of $72.28 per share. The total remaining capacity under the repurchase authorizations as of June 28, 2014, was approximately $231.2 million. The share repurchase authorizations have no expiration date.



Accelerated Stock Repurchase Program

The Company's previously announced 2013 ASR agreements were settled during the first fiscal quarter of 2014 and approximately one million additional shares were received in the first quarter with a fair market value, at trade date, of approximately $70.3 million. We received a total of approximately 5.6 million shares under the ASR program and all shares received were retired upon receipt.



DIVIDENDS

In the first and second fiscal quarters of 2014, the Company's Board of Directors paid quarterly cash dividend of $0.19 per share. Future declarations of quarterly dividends and the establishment of future record and payment dates are at the discretion 35



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

of the Company's Board of Directors based on a number of factors, including the Company's future financial performance and other investment priorities.

Provisions in the Company's secured revolving credit facility and indenture governing its senior notes could have the effect of restricting the Company's ability to pay future cash dividends on or make future repurchases of its common stock.



EFFECTS OF INFLATION AND DEFLATION

In recent years, we have experienced increased costs of cotton, labor, fuel, and transportation, and have also had higher costs for foreign sourced products as a result of the devaluation of the U.S. dollar relative to certain foreign currencies. While we raised our selling prices on many of our products over the past two years, we have been unable to fully absorb the cost increases and our profitability has been adversely impacted. We anticipate increased product costs in 2014 principally due to higher labor costs for our foreign manufacturers. If future product cost increases are more than anticipated, or if we are unable to offset such cost increases through selling price increases or otherwise, our profitability could be adversely affected. Future deflationary pressures on our selling prices could also adversely affect our profitability.



SEASONALITY

We experience seasonal fluctuations in our sales and profitability due to the timing of certain holidays and key retail shopping periods, which generally has resulted in lower sales and gross profit in the first half of our fiscal year versus the second half of the year. Accordingly, our results of operations during the first half of the year may not be indicative of the results we expect for the full year.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in Note 2 to our audited consolidated financial statements for fiscal 2013, filed on Form 10-K. Our critical accounting policies and estimates are those policies that require management's most difficult and subjective judgments and may result in the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies and estimates include: revenue recognition, inventory, goodwill and tradename, accrued expenses, loss contingencies, accounting for income taxes, foreign currency, employee benefit plans and stock-based compensation arrangements. There have been no significant changes in the application of these policies since December 28, 2013.



FORWARD-LOOKING STATEMENTS

Statements contained herein that relate to our future performance, including, without limitation, statements with respect to our anticipated results of operations or level of business for fiscal 2014 or any other future period, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Our risks are described herein under Item 1A of Part II. 36



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