UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  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 March 30, 2002





|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|---- | -------------------------------------------------
|     | OF THE SECURITIES EXCHANGE ACT OF 1934           



For the Transition Period From _____ to ____





Commission file number 0-13365



Oshkosh B'Gosh, Inc.





|Delaware(State or other jurisdiction of
incorporation or organization)             |  | 39-0519915(IRS Employer
Identification Number)
|---------------------------------------------------------------------------------- |  | ----------------------------------------------
|                                                                                   |  |                                               
|112 Otter Avenue
Oshkosh, Wisconsin  54901(Address of principal executive offices)



(920) 231-8800(Registrant's telephone number, including area code)



NOT APPLICABLE(Former name, former address and former fiscal year, if changed since last report)



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  .



As of April 15, 2002, there were outstanding 10,390,686 shares of Class A Common Stock and 2,206,284 shares of Class B Common Stock.

FORM 10-Q



OSHKOSH B'GOSH, INC. AND SUBSIDIARIES



INDEX



|        |  |                                                                                                                         |  | Page
|------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                                                         |  |     
|PART I  |  | FINANCIAL INFORMATION                                                                                                   |  | 3   
|        |  |                                                                                                                         |  |     
|Item 1. |  | Financial Statements                                                                                                    |  | 3   
|        |  |                                                                                                                         |  |     
|        |  | Condensed Consolidated Balance Sheets - 
March 30, 2002  and December 29, 2001                                          |  | 3   
|        |  |                                                                                                                         |  |     
|        |  | Unaudited Condensed Consolidated Statements of Income - 
Three Month Periods Ended March 30, 2002 and March 31, 2001    |  | 4   
|        |  |                                                                                                                         |  |     
|        |  | Unaudited Condensed Consolidated Statements of Cash Flows -
Three Month Periods Ended March 30, 2002 and March 31, 2001 |  | 5   
|        |  |                                                                                                                         |  |     
|        |  | Notes to Condensed Consolidated Financial Statements                                                                    |  | 6   
|        |  |                                                                                                                         |  |     
|Item 2. |  | Management's Discussion and Analysis of Results of Operations and Financial Condition                                   |  | 8   
|        |  |                                                                                                                         |  |     
|Item 3. |  | Qualitative and Quantitative Disclosures About Market Risk                                                              |  | 12  
|        |  |                                                                                                                         |  |     
|PART II |  | OTHER INFORMATION                                                                                                       |  | 14  
|        |  |                                                                                                                         |  |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                        |  | 14  
|        |  |                                                                                                                         |  |     
|        |  | Signatures                                                                                                              |  |     
|        |  |                                                                                                                         |  |     



PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)

|                                                                                                        |                                                   |             |         | March 30, 2002 |     | December 29, 2001* |        
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ----------- | ------- | -------------- | --- | ------------------ | -------
|                                                                                                        |                                                   |             |         |                |     |                    |        
|                                                                                                        |                                                   | (unaudited) |         |                |     |                    |        
|ASSETS                                                                                                  |                                                   |             |         |                |     |                    |        
|Current assets                                                                                          |                                                   |             |         |                |     |                    |        
|                                                                                                        | Cash and cash equivalents                         |             | $       | 44,620         |     |                    | $      
|                                                                                                        | Accounts receivable                               |             |         | 28,296         |     |                    |        
|                                                                                                        | Inventories                                       |             |         | 49,674         |     |                    |        
|                                                                                                        | Prepaid expenses and other current assets         |             |         | 1,640          |     |                    |        
|                                                                                                        | Deferred income taxes                             |             |         | 11,600         |     |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Total current assets                                                                                    |                                                   |             | 135,830 |                |     |                    | 125,055
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Property, plant and equipment                                                                           |                                                   |             | 72,664  |                |     |                    | 72,709 
|                                                                                                        | Less accumulated depreciation and amortization    |             |         | 43,593         |     |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Net property, plant and equipment                                                                       |                                                   |             | 29,071  |                |     |                    | 30,001 
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Non-current deferred income taxes                                                                       |                                                   |             | 4,000   |                |     |                    | 4,300  
|Other assets                                                                                            |                                                   |             | 1,912   |                |     |                    | 1,984  
|                                                                                                        |                                                   |             |         |                |     |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Total assets                                                                                            |                                                   | $           | 170,813 |                |     | $                  | 161,340
|                                                                                                        |                                                   |             |         |                |     |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                    |                                                   |             |         |                |     |                    |        
|Current liabilities                                                                                     |                                                   |             |         |                |     |                    |        
|                                                                                                        | Accounts payable                                  |             | $       | 8,244          |     |                    | $      
|                                                                                                        | Accrued liabilities                               |             |         | 37,038         |     |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Total current liabilities                                                                               |                                                   |             | 45,282  |                |     |                    | 49,632 
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Long-term debt                                                                                          |                                                   |             | 24,000  |                |     |                    | 24,000 
|Employee benefit plan liabilities                                                                       |                                                   |             | 14,288  |                |     |                    | 14,008 
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Shareholders' equity                                                                                    |                                                   |             |         |                |     |                    |        
|                                                                                                        | Preferred stock                                   |             |         | --             |     |                    |        
|                                                                                                        | Common stock:                                     |             |         |                |     |                    |        
|                                                                                                        |                                                   | Class A     |         |                | 104 |                    |        
|                                                                                                        |                                                   | Class B     |         |                | 22  |                    |        
|                                                                                                        | Additional paid-in capital                        |             |         | 13,833         |     |                    |        
|                                                                                                        | Retained earnings                                 |             |         | 73,497         |     |                    |        
|                                                                                                        | Unearned compensation under restricted stock plan |             |         | (213           | )   |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Total shareholders' equity                                                                              |                                                   |             | 87,243  |                |     |                    | 73,700 
|                                                                                                        |                                                   |             |         |                |     |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|Total liabilities and shareholders' equity                                                              |                                                   | $           | 170,813 |                | $   |                    | 161,340
|                                                                                                        |                                                   |             |         |                |     |                    |        
|                                                                                                        |                                                   |             |         |                |     |                    |        
|*Condensed from audited financial statements.
See notes to condensed consolidated financial statements.





OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

|                                                          |                                       |   |         | Three Month Period Ended |  
|--------------------------------------------------------- | ------------------------------------- | - | ------- | ------------------------ | -
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         | March 30, 2002           |  
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Net Sales                                                 |                                       | $ | 100,781 |                          |  
|                                                          |                                       |   |         |                          |  
|Cost of products sold                                     |                                       |   | 56,522  |                          |  
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Gross profit                                              |                                       |   | 44,259  |                          |  
|                                                          |                                       |   |         |                          |  
|Selling, general and administrative expenses              |                                       |   | 37,393  |                          |  
|Royalty income, net                                       |                                       |   | (2,616  | )                        |  
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Operating income                                          |                                       |   | 9,482   |                          |  
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Other income (expense):                                   |                                       |   |         |                          |  
|                                                          | Interest expense                      |   |         | (429                     | )
|                                                          | Interest income                       |   |         | 126                      |  
|                                                          | Miscellaneous                         |   |         | (39                      | )
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Other income (expense) -- net                             |                                       |   | (342    | )                        |  
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Income before income taxes                                |                                       |   | 9,140   |                          |  
|                                                          |                                       |   |         |                          |  
|Income taxes                                              |                                       |   | 3,473   |                          |  
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Net income                                                |                                       | $ | 5,667   |                          |  
|                                                          |                                       |   |         |                          |  
|                                                          |                                       |   |         |                          |  
|Net income per common share                               |                                       |   |         |                          |  
|                                                          | Basic                                 |   | $       | 0.46                     |  
|                                                          | Diluted                               |   | $       | 0.45                     |  
|                                                          |                                       |   |         |                          |  
|Weighted average common shares outstanding                |                                       |   |         |                          |  
|                                                          | Basic                                 |   |         | 12,336                   |  
|                                                          | Diluted (including share equivalents) |   |         | 12,710                   |  
|                                                          |                                       |   |         |                          |  
|Cash dividends per common share                           |                                       |   |         |                          |  
|                                                          | Class A                               |   | $       | 0.0600                   |  
|                                                          | Class B                               |   | $       | 0.0525                   |  
|                                                          |                                       |   |         |                          |  
|See notes to condensed consolidated financial statements.







OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



|                                                          |                                                             |   |        | Three Month Period Ended |  
|--------------------------------------------------------- | ----------------------------------------------------------- | - | ------ | ------------------------ | -
|                                                          |                                                             |   |        |                          |  
|                                                          |                                                             |   |        | March 30, 2002           |  
|                                                          |                                                             |   |        |                          |  
|Cash flows from operating activities                      |                                                             |   |        |                          |  
|                                                          | Net income                                                  |   | $      | 5,667                    |  
|                                                          | Depreciation and amortization                               |   |        | 2,187                    |  
|                                                          | Deferred income taxes                                       |   |        | 1,700                    |  
|                                                          | Income tax benefit from stock options exercised             |   |        | 3,427                    |  
|                                                          | Items in net income not affecting cash and cash equivalents |   |        | 636                      |  
|                                                          | Changes in current assets                                   |   |        | 3,123                    |  
|                                                          | Changes in current liabilities                              |   |        | (4,350                   | )
|                                                          |                                                             |   |        |                          |  
|                                                          |                                                             |   |        |                          |  
|Net cash provided by (used in) operating activities       |                                                             |   | 12,390 |                          |  
|                                                          |                                                             |   |        |                          |  
|Cash flows from investing activities                      |                                                             |   |        |                          |  
|                                                          | Additions to property, plant and equipment                  |   |        | (1,550                   | )
|                                                          | Proceeds from disposal of assets                            |   |        | 289                      |  
|                                                          | Sale of short-term investments                              |   |        | --                       |  
|                                                          | Changes in other assets                                     |   |        | (181                     | )
|                                                          |                                                             |   |        |                          |  
|                                                          |                                                             |   |        |                          |  
|Net cash used in investing activities                     |                                                             |   | (1,442 | )                        |  
|                                                          |                                                             |   |        |                          |  
|Cash flows from financing activities                      |                                                             |   |        |                          |  
|                                                          | Payment on long-term debt                                   |   |        | --                       |  
|                                                          | Dividends paid                                              |   |        | (721                     | )
|                                                          | Net proceeds from issuance of common shares                 |   |        | 5,071                    |  
|                                                          | Repurchase of common shares                                 |   |        | --                       |  
|                                                          |                                                             |   |        |                          |  
|                                                          |                                                             |   |        |                          |  
|Net cash provided by (used in) financing activities       |                                                             |   | 4,350  |                          |  
|                                                          |                                                             |   |        |                          |  
|                                                          |                                                             |   |        |                          |  
|Net increase (decrease) in cash and cash equivalents      |                                                             |   | 15,298 |                          |  
|                                                          |                                                             |   |        |                          |  
|Cash and cash equivalents at beginning of period          |                                                             |   | 29,322 |                          |  
|                                                          |                                                             |   |        |                          |  
|                                                          |                                                             |   |        |                          |  
|Cash and cash equivalents at end of period                |                                                             | $ | 44,620 |                          |  
|                                                          |                                                             |   |        |                          |  
|                                                          |                                                             |   |        |                          |  
|See notes to condensed consolidated financial statements.









OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements(In thousands)
(Unaudited)

NOTE 1.  BASIS OF PREPARATION

The condensed consolidated financial statements included herein have been prepared by the Company without audit.  However, the foregoing statements contain all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of Company management, necessary to present fairly the financial position as of March 30, 2002, and the results of operations and cash flows for the three month periods ended March 30, 2002 and March 31, 2001.

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.  It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 2001 Annual Report.  Certain prior year amounts have been reclassified to conform with the current year presentation.



NOTE 2.  INVENTORIES

A summary of inventories follows:



|                |  | March 30, 2002 |        | December 29, 2001 | 
|--------------- |  | -------------- | ------ | ----------------- | 
|                |  |                |        |                   | 
|                |  |                |        |                   | 
|Finished goods  |  | $              | 43,406 |                   | 
|Work in process |  |                | 4,696  |                   | 
|Raw materials   |  |                | 1,572  |                   | 
|                |  |                |        |                   | 
|Total           |  | $              | 49,674 |                   | 
|                |  |                |        |                   | 

The replacement cost of inventory exceeds the above LIFO costs by $12,138 at March 30, 2002 and December 29, 2001.



NOTE 3.  SEGMENT REPORTING

The Company designs, sources, and markets apparel products using primarily the OshKosh B'Gosh brand.  The apparel products are primarily marketed in two distinct distribution channels: domestic wholesale and through Company-owned retail stores.  The Company designs and sources product to meet the needs of these distribution channels through a single procurement business unit.

Certain operations have been segregated into segments as defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."  The Company manages its business operations by periodic analysis of business unit operating results.  For this purpose, domestic wholesale, retail, and procurement are separately identified for management reporting and are considered segments as defined by SFAS No. 131.

Management evaluates the operating performance of each of its business units based on income from operations as well as return on net assets.  For this purpose, product is transferred from procurement to the domestic wholesale and retail business units at cost.  However, procurement receives a markup on product sold by the Company's wholesale and retail business units.  Accounting policies used for segment reporting are consistent with the Company's overall accounting policies, except that inventories are valued on a FIFO basis.  In addition, interest income, interest expense, certain corporate office expenses, and the effects of the LIFO inventory valuation method are not allocated to individual business units, and are included in the All Other/Corporate column below.

Segment assets include all assets used in the operation of each business unit, including accounts receivable, inventories, and property, plant and equipment.  Certain other corporate assets that cannot be specifically identified with the operation of a business unit are not allocated.  Financial information for the Company's reportable segments follows:



|                                          |           |   | Domestic
Wholesale |     |  |   | Retail  |       |  |   | Procurement |     |  |   | All Other/
Corporate |    |  |   | Total   |      
|----------------------------------------- | --------- | - | ------------------ | --- |  | - | ------- | ----- |  | - | ----------- | --- |  | - | -------------------- | -- |  | - | ------- | -----
|                                          |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|For the three months
ended March 30, 2002 |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                          |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|Net sales                                 |           | $ | 51,905             |     |  | $ | 47,353  |       |  | $ | 14          |     |  | $ | 1,509                |    |  | $ | 100,781 |      
|Income before income taxes                |           |   | 6,166              |     |  |   | 931     |       |  |   | 1,855       |     |  |   | 188                  |    |  |   | 9,140   |      
|Assets                                    |           |   | 41,280             |     |  |   | 59,408  |       |  |   | 15,112      |     |  |   | 55,013               |    |  |   | 170,813 |      
|Depreciation expense                      |           |   | 568                |     |  |   | 964     |       |  |   | 213         |     |  |   | 189                  |    |  |   | 1,934   |      
|Property, plant and equipment             |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                          | additions |   |                    | 20  |  |   |         | 1,489 |  |   |             | 37  |  |   |                      | 4  |  |   |         | 1,550
|                                          |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|For the three months
ended March 31, 2001 |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                          |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|Net sales                                 |           | $ | 54,765             |     |  | $ | 42,854  |       |  | $ | --          |     |  | $ | 1,826                |    |  | $ | 99,445  |      
|Income before income taxes                |           |   | 5,342              |     |  |   | 785     |       |  |   | (74         | )   |  |   | 1,210                |    |  |   | 7,263   |      
|Assets                                    |           |   | 63,481             |     |  |   | 40,760  |       |  |   | 19,985      |     |  |   | 20,561               |    |  |   | 144,787 |      
|Depreciation expense                      |           |   | 427                |     |  |   | 901     |       |  |   | 290         |     |  |   | 212                  |    |  |   | 1,830   |      
|Property, plant and equipment             |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                          | additions |   |                    | 45  |  |   |         | 509   |  |   |             | 525 |  |   |                      | 5  |  |   |         | 1,084
|                                          |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|For the year ended
December 29, 2001      |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                          |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|Net sales                                 |           | $ | 213,588            |     |  | $ | 245,112 |       |  | $ | 5           |     |  | $ | 4,364                |    |  | $ | 463,069 |      
|Income before income taxes                |           |   | 18,671             |     |  |   | 27,732  |       |  |   | 4,931       |     |  |   | 1,929                |    |  |   | 53,263  |      
|Assets                                    |           |   | 57,831             |     |  |   | 46,207  |       |  |   | 13,753      |     |  |   | 43,549               |    |  |   | 161,340 |      
|Depreciation expense                      |           |   | 1,651              |     |  |   | 3,662   |       |  |   | 1,073       |     |  |   | 824                  |    |  |   | 7,210   |      
|Property, plant and equipment             |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                          | additions |   |                    | 248 |  |   |         | 4,166 |  |   |             | 669 |  |   |                      | 23 |  |   |         | 5,106

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



RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected Company income statement data expressed as a percentage of net sales.

|                                             |  |  |        | As a Percentage of                   | 
|-------------------------------------------- |  |  | ------ | ------------------------------------ | 
|                                             |  |  |        | Net Sales for the Three Months Ended | 
|                                             |  |  |        |                                      | 
|                                             |  |  |        | March 30, 2002                       | 
|                                             |  |  |        |                                      | 
|Net Sales                                    |  |  | 100.0% |                                      | 
|Cost of products sold                        |  |  | 56.1%  |                                      | 
|                                             |  |  |        |                                      | 
|Gross profit                                 |  |  | 43.9%  |                                      | 
|Selling, general and administrative expenses |  |  | 37.1%  |                                      | 
|Royalty income, net                          |  |  | (2.6%  | )                                    | 
|                                             |  |  |        |                                      | 
|Operating income                             |  |  | 9.4%   |                                      | 
|Other income (expense), net                  |  |  | (0.3%  | )                                    | 
|                                             |  |  |        |                                      | 
|Income before income taxes                   |  |  | 9.1%   |                                      | 
|Income taxes                                 |  |  | 3.5%   |                                      | 
|                                             |  |  |        |                                      | 
|Net income                                   |  |  | 5.6%   |                                      | 
|                                             |  |  |        |                                      | 
|                                             |  |  |        |                                      | 



Net Sales

Consolidated net sales for the first quarter ended March 30, 2002 were $100.8 million, a $1.4 million increase (1.4%) over 2001 first quarter net sales of $99.4 million.  The Company's net sales for the first quarter of 2002 and 2001 are summarized as follows:

|                            |                     | Net Sales(in millions)
|--------------------------- | ------------------- | ----------------------
|                            |                     |                       
|                            |                     | Domestic              
|                            |                     |                       
|                            |                     |                       
|Three months ended:         |                     |                       
|                            | March 30, 2002      |                       
|                            | March 31, 2001      |                       
|                            |                     |                       
|                            | Increase (decrease) |                       
|                            |                     |                       
|                            |                     |                       
|Percent increase (decrease) |                     |                       



The Company licensed its footwear and outerwear products effective May 1, 2001.  The Company's wholesale sales of footwear and outerwear in the first quarter of 2001 were approximately $1.6 million.

Excluding its footwear and outerwear products, the Company's first quarter 2002 domestic wholesale unit shipments were below first quarter 2001 unit shipments by approximately 5.5%.  The decrease in unit shipments resulted from a combination of an acceleration of unit shipments of Spring 2002 season merchandise into December 2001 and a decrease in the number of "close-out" units sold.  The wholesale sales dollar decrease of 2.3% was lower than the 5.5% unit decrease as a result of a combination of slightly higher average unit selling prices and the lower level of "close-out" unit sales.  Beginning with the Spring 2002 season, the Company added Kohl's Department Stores as a customer.  First quarter net sales to Kohl's were approximately $9.2 million. The Company currently anticipates an 11% to 16% decrease in its wholesale net sales dollars during the second quarter of 2002 as compared to the second quarter of 2001.

The Company's first quarter 2002 retail sales increase resulted from a 4.4% comparable store sales increase in addition to sales volume from stores opened subsequent to April 1, 2001.  An earlier Easter sales period and a particularly poor 2001 first quarter sales level favorably impacted the comparable sales increase.  The Company currently anticipates flat comparable store sales for the second quarter of 2002.

At March 30, 2002 the Company operated 148 domestic OshKosh retail stores, including 141 factory outlet stores, two showcase stores, and five strip mall stores.  During the first quarter of 2002, the Company opened seven factory outlet stores.  At March 31, 2001 the Company operated a total of 136 domestic OshKosh retail stores.  Current Company plans for the remainder of 2002 call for the addition of four factory outlet stores.

Gross Profit

The Company's gross profit margin as a percent of sales increased to 43.9% in the first quarter of 2002, compared to 41.2% in the first quarter of 2001.  The increase in gross profit margin was due primarily to an increased proportion of sales from the Company's retail stores for the quarter, the favorable impact of lower "close-out" sales, and efficient execution of the Company's sourcing plan.  The Company currently anticipates its second quarter 2002 gross profit margin as a percent of sales to be slightly lower than the comparable 2001 period.

Selling, General, and Administrative Expenses (SG&A)

SG&A expenses for the first quarter of 2002 increased $1.7 million over the first quarter of 2001.  As a percentage of net sales, SG&A expenses were 37.1% for the first quarter of 2002 as compared to 35.9% for the first quarter of 2001. The increase in expenses relates primarily to growth in the Company's retail operations compared to the first quarter of 2001.

Royalty Income

The Company licenses the use of its trade name to selected licensees in the U.S. and in foreign countries.  The Company's first quarter 2002 net royalty income of $2.6 million increased approximately 6% compared to net royalty income earned in the first quarter of 2001 of approximately $2.5 million.  This increase is primarily attributable to licenses of the Company's footwear and outerwear, which became licensed products in May, 2001.

Operating Income

As a result of the factors described above, the Company's operating income increased to $9.5 million for the first quarter of 2002 as compared to $7.7 million for the first quarter of 2001.

Other Income (Expense) --Net

The Company's first quarter 2002 net other income (expense) was a $.3 million expense compared to $.5 million in 2001.  Interest expense was lower for the first quarter of 2002 due to lower interest rates, lower levels of seasonal borrowings and prepayment of $10.0 million of the Company's long-term debt during the fourth quarter of 2001.

Income Taxes

The Company's effective tax rate for the first quarter of 2002 was 38.0% compared to 38.4% in 2001. The Company currently anticipates an effective income tax rate of approximately 38.0% for the remainder of 2002.

Net Income

Net income for the three months ended March 30, 2002 of $5.7 million was a $1.2 million (26.7%) increase compared to net income for the three months ended March 31, 2001 of $4.5 million.  Diluted earnings per share were $.45, a $.09 (25%) increase from 2001 first quarter diluted earnings per share of $.36.



SEASONALITY OF BUSINESS

The Company's business is increasingly seasonal, with highest sales and income in the third quarter, which is the Company's peak wholesale shipping period and a major retail selling season at its retail stores.  The Company's second quarter sales and income are the lowest both because of relatively low domestic wholesale unit shipments and relatively modest retail store sales during this period.  The Company anticipates this seasonality trend to continue to impact 2002 quarterly sales and income.



Financial Position, Capital Resources and Liquidity

At March 30, 2002, the Company's cash and cash equivalents were $44.6 million, compared to $29.3 million at the end of 2001 and $7.6 million at March 31, 2001.  The increase in cash and cash equivalents is primarily attributable to cash generated from operations and proceeds from the issuances of common shares through stock option exercises.  Net working capital at March 30, 2002 was $90.5 million compared to $75.4 million at December 29, 2001, and $61.4 million at March 31, 2001.  The increase in working capital compared to March 31, 2001 is primarily attributable to increases in cash and cash equivalents.  Accounts receivable at March 30, 2002, were $28.3 million compared to $25.7 million at December 29, 2001, and $29.9 million at March 31, 2001.  Inventories at March 30, 2002, were $49.7 million, compared to $55.4 million at December 29, 2001, and $54.6 million at March 31, 2001.  Management believes that March 30, 2002, inventory levels are generally appropriate for anticipated 2002 business activities.

Cash provided by operations amounted to approximately $12.4 million in the first quarter of 2002, compared to cash used of $3.4 million in the first quarter of 2001.  The change in cash provided by operating activities in the first quarter of 2002 compared to 2001 is primarily attributable to reduced inventory levels and the tax benefit of stock options exercised during the first quarter of 2002, as compared to the first quarter of 2001.

Cash used in investing activities totaled $1.4 million of cash in the first quarter of 2002 compared to $1.4 million in 2001.  Capital expenditures were $1.6 million in the first quarter of 2002 and $1.1 million in the first quarter of 2001, and are currently budgeted at $6.0 million for all of 2002. Depreciation and amortization are currently budgeted at $8.0 million for 2002.

Cash generated by financing activities totaled $4.4 million in the first quarter of 2002, compared to a use of $7.4 million in the first quarter of 2001. The Company's primary financing activities consisted of dividends, issuances of common shares through stock option exercises, and a long-term debt payment in 2001.

On December 6, 1999, the Company's Board of Directors authorized a repurchase program for up to 1.5 million shares of its Class A common stock.  On December 11, 2000, the Company's Board of Directors authorized an addition of 1.0 million shares to this repurchase program. During the first quarter of 2002, the Company did not repurchase any shares of its Class A common stock under these programs.  The Company has repurchased a total of 1,236,400 shares of its Class A common stock under its current repurchase program.

The Company's unsecured credit agreement, as amended, with a number of banks provided a term loan for the repurchase of shares of its common stock, and includes a $75 million revolving credit facility available for general corporate purposes, including cash borrowings and issuances of letters of credit. The revolving credit facility expires November 3, 2002.  The Company currently intends to extend this revolving credit facility during the first half of 2002.

There were no outstanding borrowings on the revolving credit facility at March 30, 2002, December 29, 2001 or March 31, 2001.  The Company had $24 million of outstanding long-term debt at March 30, 2002 and at December 29, 2001 and $37 million at March 31, 2001 under the term loan component of the credit agreement.  The term loan is due in annual installments of $10.0 million and cannot be reborrowed.  The annual repayment originally due in 2002 was prepaid in 2001.

The Company believes that these credit facilities, along with cash generated from operations, will be sufficient to finance the Company's seasonal working capital needs as well as its capital expenditures and business development needs.



NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 141, "Business Combinations" and Statement No. 142, "Goodwill and Other Intangible Assets" effective for fiscal years beginning after December 15, 2001.  Under these Statements, all business combinations initiated after June 30, 2001 must be accounted for using the purchase method of accounting.  In addition, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to periodic impairment tests separate from periodic impairment tests for other long-lived assets.  Since the Company has not recorded any goodwill, adoption of Statement No. 142 did not have a significant effect on the Company's results of operations or financial position.

In August 2001, the FASB issued Statement No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets" effective for fiscal years beginning after December 15, 2001. The statement supersedes FAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and amends the accounting and reporting provisions of Accounting Principles Board Opinion No. 30 related to the disposal of a segment of a business.  This statement establishes a single accounting model for long-lived assets to be disposed of by sale and provides additional implementation guidance for assets to be held and used and assets to be disposed of other than by sale. Implementation of this Statement did not have a material impact on the Company's results of operations or financial position.

In 2001, the Emerging Issues Task Force (EITF) issued EITF No. 00-14 "Accounting for Certain Sales Incentives" and EITF No. 00-25 "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products," which are effective for the first quarter beginning after December 15, 2001.  These EITF's prescribe guidance regarding the timing of recognition and income statement classification of costs incurred for certain sales incentive programs to retailers and end consumers.  These EITF's had no impact on the Company as the Company currently recognizes these costs and classifies them in accordance with the prescribed rules.



FORWARD-LOOKING STATEMENTS

Statements contained herein and in future filings by the Company with the Securities and Exchange Commission (the "SEC"), in Company press releases and in oral statements made by, or with the approval of, authorized personnel that relate to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated financial position, results of operations and level of business for 2002 or any other future period, are forward-looking statements within the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.  Such statements, which are generally indicated by words or phrases such as "plan", "estimate", "project", "anticipate", "the Company believes", "management expects", "currently anticipates", "remains optimistic" and similar phrases 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, projected, or estimated.

Among the factors that could cause actual results to materially differ include the level of consumer spending for apparel, particularly in the children's wear segment; risks associated with competition in the market place, including the financial condition of and consolidations, restructurings and other ownership changes in, the apparel and related products industry and the retail industry, the introduction of new products or pricing changes by the Company's competitors, and the Company's ability to remain competitive with respect to product, service and value; risks associated with the Company's dependence on sales to a limited number of large department and specialty store customers, including risks related to customer requirements for vendor margin support, as well as risks related to extending credit to large customers; risks associated with possible deterioration in the strength in the retail industry, including, but not limited to, business conditions and the economy, natural disasters, the unanticipated loss of a major customer; risks related to the failure of Company suppliers to timely deliver needed raw materials, the Company's ability to correctly balance the level of its commitments with actual orders; risks associated with terrorist activities as well as risks associated with foreign operations; risks related to the Company's ability to defend and protect its trademarks and other proprietary rights and other risks relating to managing intellectual property issues.  In addition, the inability to ship Company products within agreed time frames due to unanticipated manufacturing and/or distribution system delays or the failure of Company contractors to deliver products within scheduled time frames are risk factors in ongoing business.  As a part of the Company's product sourcing strategy, it routinely contracts for apparel products produced by contractors in Asia, Mexico and Central America.  If financial, political or other related difficulties were to adversely impact the Company's contractors in these regions, it could disrupt the supply of product contracted for by the Company.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET  RISK

Interest Rate Risk

The credit agreement entered into by the Company in November, 1999, as amended, provided a term loan to finance the repurchase of the Company's common stock (of which $24 million is outstanding at March 30, 2002) and includes a $75 million revolving credit facility available for general corporate purposes.  Borrowings under this agreement bear interest at a variable rate, based on the London Interbank Offered Rates.  Accordingly, the Company is affected by interest rate changes on its long-term debt.  Management monitors this risk by carefully analyzing the short-term rates on its long-term debt portfolio and comparable long-term interest rates.  The Company does not presently hedge its interest rate risk.  With respect to this debt, a 1% change in interest rates would not have a material impact on the Company's interest expense for fiscal 2002.

Foreign Currency Risk

The Company contracts for the manufacture of apparel with contractors in Asia, Central America, and Mexico.  While these contracts are stated in terms of U.S. dollars, there can be no assurance that the cost for the production of the Company's products will not be affected by exchange fluctuations between the United States and the local currencies of these contractors.  Due to the number of currencies involved, the Company cannot quantify the potential impact of future currency fluctuations on net income in future years.  The Company does not hedge its exchange rate risk.

Inflation Risk

The Company manages its inflation risks by ongoing review of product selling prices and production costs.  Management does not believe that inflation risks are material to the Company's business, its consolidated financial position, results of operations, or cash flows.

Investment Risk

The Company does not believe it has material exposure to market risk with respect to any of its investments; the Company does not utilize market rate sensitive instruments for trading or other purposes.



PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

None

(b) Reports on Form 8-K

None



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.



|                      |                     
|--------------------- | --------------------
|                      | OSHKOSH B'GOSH, INC.
|                      |                     
|                      |                     
|Date:  April 23, 2002 | By:                 
|                      |                     
|                      |                     
|                      |                     
|                      |                     
|                      |                     
|                      |                     
|Date:	April 23, 2002  | By:                 
|                      |                     
|                      |                     
|                      |                     
|                      |                     
|                      |