X0202 4 2004-12-08 0 0001060822 CARTERS INC CRI 0001267860 FIFTH BERKSHIRE ASSOCIATES LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE SUITE 3300 BOSTON MA 02108 0 0 1 0 0001069736 BERKSHIRE FUND V L P C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE SUITE 3300 BOSTON MA 02108 0 0 1 0 0001267628 BERKSHIRE FUND V COINVESTMENT FUND LTD PARTNERSHIP C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE SUITE 3300 BOSTON MA 02108 0 0 1 0 0001122645 BERKSHIRE INVESTORS LLC C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE SUITE 3300 BOSTON MA 02108 0 0 1 0 Common Stock 2004-12-08 4 J 0 2809156 33.47 D 6795822 I See Footnote On December 8, 2004, Berkshire Fund V, Limited Partnership ("Fund V") and Berkshire Fund V Coinvestment Fund, Limited Partnership ("Coinvest Fund"), distributed a total of 2,809,156 shares of common stock of the Issuer (the "Common Stock") pro rata to their respective limited partners, of which 1,908,441 of the shares were directly held by Fund V and 900,715 shares were directly held by Coinvest Fund. Of the 2,809,156 shares of Common Stock distributed, Fifth Berkshire Associates LLC ("FBA"), as the sole general partner of Fund V and Coinvest Fund, had a pecuniary interest in 463,192 shares, which FBA received as part of the distribution and promptly transferred to the members of FBA. The price listed in the table above is the designated price per share distributed in the pro rata distribution pursuant to the funds' governing documents. No consideration was paid in connection with the distribution. FBA, as the sole general partner of Fund V and Coinvest Fund, may be deemed to share voting and dispositive power with respect to the 4,616,839 shares of Common Stock directly held by Fund V (after giving effect to the transactions reported on this Form 4) and the 2,178,983 shares of Common Stock directly held by Coinvest Fund (after giving effect to the transactions reported on this Form 4) (see Exhibit 99 to this Form 4). FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares. By: /s/ Ross M. Jones, Managing Director of Fifth Berkshire Associates LLC 2004-12-08