<PAGE>

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ---------------------

                                    FORM 10-Q

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
    ENDED JULY 1, 2000 OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                             COMMISSION FILE NUMBER:

                                    333-22155
                              ---------------------


                           THE WILLIAM CARTER COMPANY
               (Exact name of registrant as specified in charter)


             MASSACHUSETTS                              04-1156680
     (State or other jurisdiction of        (IRS Employer Identification No.)
      incorporation or organization)


                         1590 ADAMSON PARKWAY, SUITE 400
                              MORROW, GEORGIA 30260
             ------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (770) 961-8722
                                 --------------
              (Registrant's telephone number, including area code)



   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

   Applicable only to corporate issuers:

   As of August 9, 2000, there were 1,000 shares of Common Stock outstanding.


==============================================================================


<PAGE>


                                    FORM 10-Q

                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
                                      INDEX

<TABLE>
<CAPTION>
<S>                                                                                    <C>
                                                                                       PAGE
                                                                                       ----

PART I.     Financial Information

    Item 1. Financial Statements

            Condensed Consolidated Balance Sheets as of July 1, 2000
            (unaudited) and January 1, 2000..........................................    3

            Unaudited Condensed Consolidated Statements of Operations for
            the three-month periods ended July 1, 2000 and July 3, 1999..............    4

            Unaudited Condensed Consolidated Statements of Operations for
            the six-month periods ended July 1, 2000 and July 3, 1999................    5

            Unaudited Condensed Consolidated Statements of Cash Flows for the
            six-month periods ended July 1, 2000 and July 3, 1999....................    6

            Notes to Condensed Consolidated Financial Statements (unaudited).........    7

    Item 2. Management's Discussion and Analysis of Financial Condition and
            Results of Operations....................................................   10


PART II.    Other Information........................................................   14
</TABLE>





                                       2
<PAGE>

                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (dollars in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                 JULY 1,      JANUARY 1,
                                                                  2000           2000
                                                              ----------     -----------
<S>                                                           <C>            <C>
ASSETS
Current assets:
 Cash and cash equivalents ..............................     $   3,145      $   3,415
 Accounts receivable, net ...............................        33,181         34,405
 Inventories ............................................       105,331         79,636
 Prepaid expenses and other current assets ..............         4,199          3,863
 Assets held for sale ...................................           577          1,000
 Deferred income taxes ..................................        10,246         10,276
                                                              ---------      ---------
   Total current assets .................................       156,679        132,595
Property, plant and equipment, net ......................        49,483         51,776
Assets held for sale ....................................           950            950
Tradename, net ..........................................        90,833         92,083
Cost in excess of fair value of net assets acquired, net         27,073         27,457
Deferred debt issuance costs, net .......................         4,824          5,514
Other assets ............................................         5,463          2,758
                                                              ---------      ---------
   Total assets .........................................     $ 335,305      $ 313,133
                                                              =========      =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
 Current maturities of long-term debt ...................     $   3,150      $     900
 Accounts payable .......................................        24,406         19,532
 Other current liabilities ..............................        34,855         30,655
                                                              ---------      ---------
   Total current liabilities ............................        62,411         51,087
Long-term debt ..........................................       153,100        141,400
Deferred income taxes ...................................        36,177         36,564
Other long-term liabilities .............................        11,051         11,565
                                                              ---------      ---------
   Total liabilities ....................................       262,739        240,616
                                                              ---------      ---------
Commitments and contingencies
Redeemable preferred stock, par value $.01 per share,
 $4,000 per share liquidation and redemption value,
 5,000 shares authorized, issued and  outstanding .......        19,016         18,902
                                                              ---------      ---------
Common stockholder's equity:
 Common stock, par value $.01 per share, 1,000 shares
   authorized, issued and outstanding ...................            --             --
 Additional paid-in capital .............................        53,550         53,711
 Accumulated deficit ....................................            --            (96)
                                                              ---------      ---------

   Total common stockholder's equity ....................        53,550         53,615
                                                              ---------      ---------

   Total liabilities and stockholder's equity ...........     $ 335,305      $ 313,133
                                                              =========      =========
</TABLE>

    See accompanying notes to the unaudited condensed consolidated financial
                                   statements


                                       3
<PAGE>

                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (dollars in thousands)
                                   (unaudited)



                                                       THREE-MONTH PERIODS ENDED
                                                       -------------------------
                                                          JULY 1,       JULY 3,
                                                           2000          1999
                                                         --------      --------

Net sales ..........................................     $ 97,070      $ 91,170
Cost of goods sold .................................       60,820        60,625
                                                         --------      --------

Gross profit .......................................       36,250        30,545
Selling, general and administrative expenses .......       31,958        27,660
                                                         --------      --------

Operating income ...................................        4,292         2,885
Interest expense ...................................        3,793         4,633
                                                         --------      --------

Income (loss) before income taxes ..................          499        (1,748)
Provision for (benefit from) income taxes ..........          192          (715)
                                                         --------      --------

Net income (loss) ..................................          307        (1,033)
Dividend requirements and accretion on redeemable
  preferred stock ..................................         (663)         (663)
                                                         --------      --------

Net loss applicable to common stockholder ..........     $   (356)     $ (1,696)
                                                         ========      ========



    See accompanying notes to the unaudited condensed consolidated financial
                                   statements



                                       4
<PAGE>

                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (dollars in thousands)
                                   (unaudited)



                                                       SIX-MONTH PERIODS ENDED
                                                       -----------------------
                                                          JULY 1,      JULY 3,
                                                           2000         1999
                                                       ----------     --------

Net sales ........................................     $ 195,193      $ 177,753
Cost of goods sold ...............................       122,374        117,169
                                                       ---------      ---------

Gross profit .....................................        72,819         60,584
Selling, general and administrative expenses .....        62,809         55,702
                                                       ---------      ---------

Operating income .................................        10,010          4,882
Interest expense .................................         7,919          9,200
                                                       ---------      ---------

Income (loss) before income taxes ................         2,091         (4,318)
Provision for (benefit from) income taxes ........           829         (1,769)
                                                       ---------      ---------

Net income (loss) ................................         1,262         (2,549)
Dividend requirements and accretion on redeemable
  preferred stock ................................        (1,327)        (1,327)
                                                       ---------      ---------

Net loss applicable to common stockholder ........     $     (65)     $  (3,876)
                                                       =========      =========


    See accompanying notes to the unaudited condensed consolidated financial
                                   statements



                                       5
<PAGE>

                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                         SIX-MONTH PERIODS ENDED
                                                         -----------------------
                                                            JULY 1,     JULY 3,
                                                             2000        1999
                                                           ---------   ---------
<S>                                                        <C>         <C>
Cash flows from operating activities:
 Net income (loss) .....................................   $  1,262    $ (2,549)
 Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
  Depreciation and amortization ........................      8,102       8,472
  Amortization of debt issuance costs ..................        690         689
  Deferred tax (benefit) provision .....................       (357)        338
  Effect of changes in operating assets and liabilities:
  Decrease (increase) in assets:
   Accounts receivable .................................      1,224      (1,855)
   Inventories .........................................    (25,695)    (13,057)
   Prepaid expenses and other assets ...................       (205)     (1,476)
  Increase (decrease) in liabilities:
   Accounts payable and other liabilities ..............      7,843      (6,048)
                                                           --------    --------

   Net cash used in operating activities ...............     (7,136)    (15,486)
                                                           --------    --------
Cash flows from investing activities:
 Capital expenditures ..................................     (4,250)     (4,301)
 Issuance of loan ......................................     (4,336)         --
 Proceeds from loan ....................................      1,500          --
 Proceeds from sale of property, plant and equipment ...         73          25
 Proceeds from assets held for sale ....................        396          --
                                                           --------    --------

   Net cash used in investing activities ...............     (6,617)     (4,276)
                                                           --------    --------

Cash flows from financing activities:
 Proceeds from revolving line of credit ................     40,050      60,800
 Payments of revolving line of credit ..................    (25,650)    (41,200)
 Payment of term loan ..................................       (450)       (450)
 Payment on capital lease obligation ...................       (533)         --
 Dividend to Holdings ..................................         --        (370)
 Preferred stock dividend ..............................     (1,213)     (1,207)
 Other .................................................      1,279         954
                                                           --------    --------

   Net cash provided by financing activities ...........     13,483      18,527
                                                           --------    --------

Net decrease in cash and cash equivalents ..............       (270)     (1,235)
Cash and cash equivalents, beginning of period .........      3,415       3,986
                                                           --------    --------

Cash and cash equivalents, end of period................   $  3,145    $  2,751
                                                           ========    ========
</TABLE>



   See accompanying notes to the unaudited condensed consolidated financial
                                  statements


                                       6
<PAGE>

                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1 -- BASIS OF PREPARATION:

   In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of The William Carter Company (the "Company")
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial position of the Company as of July 1,
2000, and the results of its operations for the three-month and six-month
periods ended July 1, 2000 and July 3, 1999 and cash flows for the six-month
periods ended July 1, 2000 and July 3, 1999. Operating results for the
three-month and six-month periods ended July 1, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 30, 2000. The accompanying condensed consolidated balance sheet of the
Company as of January 1, 2000 has been derived from the audited consolidated
financial statements included in the Company's fiscal 1999 Annual Report on Form
10-K.

   Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission and the instructions to Form 10-Q. The
accounting policies followed by the Company are set forth in its Annual Report
on Form 10-K in the Notes to the Company's consolidated financial statements for
the fiscal year ended January 1, 2000.

NOTE 2 -- THE COMPANY:

   The Company is a manufacturer and marketer of premier branded childrenswear
under the CARTER'S and CARTER'S CLASSICS labels. The Company manufactures its
products in plants located in the southern United States, Costa Rica, the
Dominican Republic and Mexico. The Company also sources its products from
several manufacturers throughout the world. Products are manufactured for
wholesale distribution to major domestic retailers and for the Company's 148
retail outlet stores that market its brand name merchandise and certain products
manufactured by other companies. The Company's retail sales were approximately
47% of its consolidated net sales in the second quarter of 2000 compared to 43%
in the second quarter of 1999. Retail sales were approximately 45% and 42% of
consolidated net sales in the first half of 2000 and 1999, respectively.

NOTE 3 -- INVENTORIES:

   Inventories consisted of the following ($000):


                                              JULY 1,   JANUARY 1,
                                               2000       2000
                                             --------   ----------
                Finished goods ...........   $ 77,451   $ 57,695
                Work in process ..........     19,244     13,842
                Raw materials and supplies      8,636      8,099
                                             --------   --------

                Total ....................   $105,331   $ 79,636
                                             ========   ========



                                       7
<PAGE>


                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (unaudited)


NOTE 4 -- RELATED PARTY TRANSACTIONS:

   In January 2000, a loan to an officer in the amount of $4.3 million was
issued. A portion of the proceeds were used by the officer to repay a previous
loan from the Company in the amount of $1.5 million. The $1.5 million loan was
scheduled to be repaid in October 2001. The January 2000 loan is payable in
annual installments of $600,000 commencing on March 31, 2002, and thereafter on
each anniversary thereof until such principal amount and all accrued and unpaid
interest thereon have been repaid. The loan has recourse and is collateralized
by the officer's stock in Carter Holdings, Inc. ("Holdings") and bears interest
at the average rate paid by the Company under the revolving portion of its
senior credit facility. The loan is prepayable with proceeds of any disposition
of the officer's stock in Holdings.

NOTE 5 -- PARENT COMPANY TRANSACTIONS:

   During the three and six-month periods ended July 3, 1999, the Company paid
dividends to Holdings in the amount of approximately $233,000 and $370,000,
respectively. The proceeds of such dividends were used by Holdings to repurchase
shares of Holdings' stock owned by former employees of the Company. In addition,
during the six-month period ended July 3, 1999, Holdings made a $60,000 capital
contribution to the Company in connection with the issuance of shares of
Holdings' stock to an employee of the Company; such transaction involved no cash
proceeds and the Company recognized $60,000 as compensation expense. There were
no such transactions during the three and six-month periods ended July 1, 2000.

   On April 28, 2000 and April 30, 1999, the Company paid semi-annual dividends
of 12% on $20.0 million of redeemable preferred stock, or approximately $1.2
million, to Holdings. The Company plans to pay a similar dividend on November 1,
2000.

NOTE 6 -- ENVIRONMENTAL MATTERS:

   The Company is subject to various federal, state and local laws that govern
activities or operations that may have adverse environmental effects.
Noncompliance with these laws and regulations can result in significant
liabilities, penalties and costs. From time to time, operations of the Company
have resulted or may result in noncompliance with or liability pursuant to
environmental laws. The Company is in the process of resolving a potential
environmental claim associated with waste deposited at or near a landfill in
Lamar County, Georgia in the 1970's. In 1999, the Company established a reserve
to provide for its share of the total estimated costs required to resolve this
matter which are estimated to be less than $1.0 million. However, there can be
no assurance that this estimate will prove accurate. Generally, compliance with
environmental laws has not had a material impact on the Company's operations,
but there can be no assurance that future compliance with such laws will not
have a material adverse effect on the Company or its operations.



                                       8
<PAGE>

                           THE WILLIAM CARTER COMPANY
              (A WHOLLY-OWNED SUBSIDIARY OF CARTER HOLDINGS, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (unaudited)



NOTE 7--SEGMENT INFORMATION:

   The Company's two reportable segments are "Retail" and "Wholesale and Other".
The Company generally sells the same products in each business segment. The
Company evaluates the performance of its Retail segment based on, among other
things, its earnings before interest, taxes, depreciation and amortization
expenses ("EBITDA"). The Retail segment's EBITDA is determined on a direct
contribution basis only and does not include allocations of all costs incurred
to support Retail operations. Retail EBITDA, therefore, does not reflect the
actual results which would be derived if such allocations were made. EBITDA
shown in the accompanying table for the Wholesale and Other segment is an amount
determined by deduction based on consolidated EBITDA. The Wholesale and Other
segment includes all other revenue and expenses of the Company not directly
related to the Retail segment and is not a measurement used by management in its
decision-making process.

   The table below presents certain segment information for the periods
indicated ($000):

                                                     WHOLESALE
                                         RETAIL      AND OTHER        TOTAL
                                       ---------     ----------     ---------

  THREE-MONTHS ENDED JULY 1, 2000:
   Sales .........................     $  45,555     $  51,515      $  97,070
   EBITDA ........................     $  10,800     $  (2,540)     $   8,260
  THREE-MONTHS ENDED JULY 3, 1999:
   Sales .........................     $  38,821     $  52,349      $  91,170
   EBITDA ........................     $   7,844     $    (550)     $   7,294

  SIX-MONTHS ENDED JULY 1, 2000:
   Sales .........................     $  88,374     $ 106,819      $ 195,193
   EBITDA ........................     $  19,957     $  (1,845)     $  18,112
  SIX-MONTHS ENDED JULY 3, 1999:
   Sales .........................     $  74,028     $ 103,725      $ 177,753
   EBITDA ........................     $  14,063     $    (709)     $  13,354

   A reconciliation of total segment EBITDA to total consolidated income (loss)
before income taxes is presented below ($000):

<TABLE>
<CAPTION>

                                                      THREE-MONTHS ENDED           SIX-MONTHS ENDED
                                                   ------------------------    -----------------------
                                                     JULY 1,       JULY 3,      JULY 1,        JULY 3,
                                                      2000          1999         2000           1999
                                                   ----------    ---------     ---------     ---------

<S>                                                <C>           <C>           <C>           <C>
Total EBITDA for reportable segments .........     $  8,260      $  7,294      $ 18,112      $ 13,354
Depreciation and amortization expense ........       (3,968)       (4,409)       (8,102)       (8,472)
Interest expense .............................       (3,793)       (4,633)       (7,919)       (9,200)
                                                   --------      --------      --------      --------
Consolidated income (loss) before income taxes     $    499      $ (1,748)     $  2,091      $ (4,318)
                                                   ========      ========      ========      ========
</TABLE>



                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS:


    THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. THE COMPANY
UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE
HEREOF OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS.


RESULTS OF OPERATIONS

   THREE AND SIX-MONTH PERIODS ENDED JULY 1, 2000 COMPARED TO THREE AND
   SIX-MONTH PERIODS ENDED JULY 3, 1999

   In the second quarter of 2000, consolidated net sales increased $5.9 million
(6.5%) to $97.1 million from $91.2 million in the second quarter of fiscal 1999.
Consolidated net sales for the first half of 2000 were $195.2 million, an
increase of $17.4 million (9.8%) compared with the first half of 1999. Revenues
from each of the Company's major product markets (Layette, Sleepwear and
Playwear) increased in the second quarter and first half of 2000 compared to
1999.

   In 1999, the Company closed its textile facility which produced substantially
all of the Company's fabrics. The Company expanded its product sourcing
capabilities to include manufacturers throughout the world that have access to
better fabrics and lower costs. Revenue increases in 2000 reflect the benefit
from improvements made to the Company's products through its new product
sourcing strategy and the Company's focus on product innovation through creative
prints and embroideries.

   Due to lower off-price sales to the secondary market (sales promoted at more
than 25% off wholesale list prices), the Company's total wholesale sales
decreased $0.8 million (1.6%) to $51.5 million in the second quarter of 2000
from $52.3 million in the second quarter of 1999. Total wholesale sales
(including off-price sales) increased $3.1 million (3.0%) to $106.8 million in
the first half of 2000 from $103.7 million in the first half of 1999.

   Excluding off-price sales, wholesale revenue increased $3.0 million (6.5%) in
the second quarter of 2000 to $48.8 million from $45.8 million in the second
quarter of 1999. In the first half of 2000, wholesale sales (excluding off-price
sales) increased $8.7 million (9.5%) to $100.4 million from $91.7 million in the
first half of 1999.

   Off-price sales decreased $3.8 million (58.5%) to $2.7 million in the second
quarter of 2000 from $6.5 million in the second quarter of 1999. Off-price sales
were 2.8% of total sales in the second quarter of 2000 compared to 7.2% in the
second quarter of 1999. Off-price sales for the first half decreased $5.6
million (46.5%) to $6.4 million from $12.1 million in the first half of 1999.
Such decreases reflect the benefit from inventory management and production
disciplines implemented during 1999 which reduced excess inventory levels
beginning in the latter part of 1999.

   Retail outlet store sales were $45.6 million in the second quarter of 2000,
which represented an increase of $6.7 million (17.3%) compared to the second
quarter of 1999. Comparable store sales increased 12.0% in the second quarter of
2000. Retail store sales increased $14.3 million (19.4%) to $88.4 million from
$74.0 million in the first half of 1999. Comparable store sales increased 14.2%
in the first half of 2000. During the second quarter of 2000, the Company opened
three stores and closed one store. There were 148 outlet stores operating as of
July 1, 2000 compared to 145 as of July 3, 1999. The Company plans to open four
stores and close eight stores in the second half of 2000.



                                       10
<PAGE>

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



   The Company's gross profit increased $5.7 million (18.7%) to $36.2 million in
the second quarter of 2000 from $30.5 million in the second quarter of 1999.
Gross profit as a percentage of net sales in the second quarter of 2000
increased to 37.3% from 33.5% in the second quarter of 1999. In the first half
of 2000, gross profit increased $12.2 million (20.2%) to $72.8 million compared
with the first half of 1999. Gross profit as a percentage of net sales in the
first half of 2000 increased to 37.3% compared to 34.1%. The improvement in
gross profit is attributed to a lower mix of off-price sales and the benefit
from cost reduction achieved through moving production offshore. In 1999, gross
profit included the costs to close three sewing facilities in the United States
and the costs of curtailing production in the Company's textile facility.

   Selling, general and administrative expenses for the second quarter of 2000
increased 15.5% to $32.0 million from $27.7 million in the second quarter of
1999. Selling, general and administrative expenses as a percentage of net sales
increased to 32.9% in the second quarter of 2000 from 30.3% in the second
quarter of 1999. In the first half of 2000, these expenses increased to $62.8
million (12.8%) from $55.7 million in the first half of 1999. As a percentage of
net sales, selling, general and administrative expenses increased to 32.2% in
the first half of 2000 from 31.3% in the first half of 1999. The increase in
selling, general and administrative expenses includes the variable costs to
support higher revenue levels and incremental investments in brand marketing.

   Operating income for the second quarter of 2000 increased $1.4 million
(48.8%) to $4.3 million compared to $2.9 million in the second quarter of 1999.
Operating income in the first half of 2000 increased $5.1 million to $10.0
million compared to $4.9 million in the first half of 1999. Such increases
reflect the net effect of changes in gross profit and selling, general and
administrative expenses described above.

   Interest expense in the second quarter of 2000 decreased 18.1% to $3.8
million from $4.6 million in the second quarter of 1999. This decrease is
attributed to lower average revolver borrowings during the second quarter of
2000. Interest expense for the first half of 2000 decreased to $7.9 million
(13.9%) from $9.2 million for the first half of 1999. Average revolver
borrowings during the first half of 2000 were $3.1 million compared to $32.5
million in the first half of 1999. Lower average borrowings are primarily
attributed to the reduction in inventory levels as compared to 1999. At July 1,
2000, outstanding debt aggregated $156.3 million compared to $186.8 million at
July 3, 1999.

   The Company recorded an income tax provision of $0.2 million in the second
quarter of 2000 compared to an income tax benefit of $0.7 million in the second
quarter of 1999. In the first half of 2000, the Company recorded an income tax
provision of $0.8 million compared to an income tax benefit of $1.8 million for
the first half of 1999. The Company's effective tax rate was approximately 40%
in the first half of 2000. The effective tax rate in the first half of 1999 was
41%.

   As a result of the factors described above, the Company reported net income
of approximately $0.3 million in the second quarter of 2000 compared to a net
loss of approximately $1.0 million in the second quarter of 1999. Net income in
the first half of 2000 was $1.3 million compared to a net loss of $2.5 million
in the first half of 1999.



                                       11
<PAGE>

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



FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

   The Company has financed its working capital, capital expenditures and debt
service requirements primarily through internally generated cash flow and funds
borrowed under the Company's revolving credit facility.

   Net accounts receivable at July 1, 2000 were $33.2 million compared to $36.7
million at July 3, 1999. Due to the seasonal nature of the Company's operations,
the net accounts receivable balance at July 1, 2000 is not comparable to the net
accounts receivable balance at January 1, 2000.

   Inventories at July 1, 2000 were $105.3 million compared to $114.5 million at
July 3, 1999. This decrease reflects the benefit from inventory management
disciplines implemented in 1999. Due to the seasonal nature of the Company's
operations, inventories at July 1, 2000 are not comparable to inventories at
January 1, 2000.

   The Company invested $4.3 million in capital expenditures during the first
half of 2000 and 1999. The Company plans to invest a total of $20.0 million in
capital expenditures in 2000. Areas for investment include fixturing of
wholesale customers, information technology and retail outlet store openings and
remodeling.

   At July 1, 2000, the Company had $156.3 million of debt outstanding,
consisting of $100.0 million of 10 3/8% Series A Senior Subordinated Notes,
$41.9 million in term loan borrowings and $14.4 million in revolver borrowings
under the Senior Credit Facility, exclusive of approximately $7.6 million of
outstanding letters of credit. At July 1, 2000, the Company had approximately
$43.0 million of financing available under the revolving credit portion of the
Senior Credit Facility.

   The Company believes that cash generated from operations, together with
availability under the revolving credit portion of the Senior Credit Facility,
will be adequate to meet its debt service requirements, capital expenditures and
working capital needs for the foreseeable future, although no assurance can be
given in this regard.

   On April 28, 2000 and April 30, 1999, the Company paid a semi-annual
dividend of 12% on $20.0 million of redeemable preferred stock, or
approximately $1.2 million, to Holdings. The Company plans to pay a similar
dividend on November 1, 2000.

EFFECTS OF INFLATION

   The Company is affected by inflation primarily through the purchase of raw
material, increased operating costs and expenses and higher interest rates. The
effects of inflation on the Company's operations have not been material in
recent years.


                                       12
<PAGE>

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


SEASONALITY

   The Company experiences seasonal fluctuations in its sales and profitability,
with generally lower sales and gross profit in the first and second quarters of
its fiscal year. Accordingly, the results of operations for the three and
six-month periods ended July 1, 2000 are not indicative of the results to be
expected for the full year.

MARKET RISKS

   The Company currently sources over 90% of its production through its offshore
facilities and contract manufacturers. As a result, the Company may be adversely
affected by political instability resulting in the disruption of trade from
foreign countries in which the Company's manufacturing facilities are located,
the imposition of additional regulations relating to imports, duties, taxes and
other charges on imports, any significant decreases in the value of the dollar
against foreign currencies and restrictions on the transfer of funds. These and
other factors could result in the interruption of production in offshore
facilities or a delay in the receipt of the products by the Company in the
United States. The Company's future performance may be subject to such factors,
which are beyond the Company's control, and there can be no assurance that such
factors would not have a material adverse effect on the Company's financial
condition and results of operations.

   Raw materials used by the Company are finished fabrics and trim materials.
These materials are available from a number of suppliers. Prices for these
materials are affected by changes in market demand and there can be no assurance
that prices for these and other raw materials will not increase in the near
future.

   The Company's operating results are subject to risk from interest rate
fluctuations on debt which carries variable interest rates. At July 1, 2000,
outstanding debt aggregated $156.3 million, of which $56.3 million bore interest
at a variable rate, so that an increase of 1% in the applicable rate would
increase the Company's annual interest expense by $563,000.



                                       13
<PAGE>

                           PART II--OTHER INFORMATION:


ITEM 1. LEGAL PROCEEDINGS:

   From time to time, the Company has been involved in various legal
proceedings. Management believes that all such litigation is routine in nature
and incidental to the conduct of its business, and that none of such litigation,
if resolved adversely to the Company, would have a material adverse effect on
the financial condition or results of operations of the Company.

ITEM 2. CHANGES IN SECURITIES:

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES:

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

None

ITEM 5. OTHER INFORMATION:

None


                                       14
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a) Exhibits




 EXHIBIT
 NUMBER                DESCRIPTION OF EXHIBITS
 -------               -----------------------

   *27                 Financial Data Schedule.


   ----------
   * Filed herewith

   (b) Reports on Form 8-K

      No report was filed by the Registrant during the quarter ended
July 1, 2000.



                                       15
<PAGE>


                                   SIGNATURES

   Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                           THE WILLIAM CARTER COMPANY



Date:  August 9, 2000         /s/ FREDERICK J. ROWAN, II
                              --------------------------
                                Frederick J. Rowan, II
                           CHAIRMAN OF THE BOARD OF DIRECTORS,
                          PRESIDENT AND CHIEF EXECUTIVE OFFICER



Date:  August 9, 2000         /s/ MICHAEL D. CASEY
                              --------------------
                                Michael D. Casey
                            SENIOR VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER







                                       16