UNITED STATESSECURITIES 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 June 29, 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 ofincorporation or organization)                   |  | 39-0519915(IRS
      EmployerIdentification 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 July 15, 2002, there were outstanding 10,456,121 shares of Class A
Common Stock and 2,205,699 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 -June 29, 2002 and December
      29, 2001                                                      |  | 3   
|        |  |                                                                                                                                       |  |     
|        |  | Unaudited Condensed Consolidated Statements of Income - Three Month and
      Six Month Periods Ended June 29, 2002 and June 30, 2001 |  | 4   
|        |  |                                                                                                                                       |  |     
|        |  | Unaudited Condensed Consolidated Statements of Cash Flows -Six
      Month Periods Ended June 29, 2002 and June 30, 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. |  | Quantitative and Qualitative Disclosures About Market Risk                                                                            |  | 13  
|        |  |                                                                                                                                       |  |     
|PART II |  | OTHER INFORMATION                                                                                                                     |  | 14  
|        |  |                                                                                                                                       |  |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                      |  | 15  
|        |  |                                                                                                                                       |  |     
|        |  | Signatures                                                                                                                            |  |     
|        |  |                                                                                                                                       |  |     



PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

OSHKOSH B'GOSH, INC. AND SUBSIDIARIESCondensed Consolidated
Balance Sheets(In thousands)

|                                                                                                             |                                                   |             |         | June 29, 2002 |     | December 29, 2001* |        
|------------------------------------------------------------------------------------------------------------ | ------------------------------------------------- | ----------- | ------- | ------------- | --- | ------------------ | -------
|                                                                                                             |                                                   |             |         |               |     |                    |        
|                                                                                                             |                                                   | (unaudited) |         |               |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|ASSETS                                                                                                       |                                                   |             |         |               |     |                    |        
|Current assets                                                                                               |                                                   |             |         |               |     |                    |        
|                                                                                                             | Cash and cash equivalents                         |             | $       | 26,415        |     |                    | $      
|                                                                                                             | Accounts receivable                               |             |         | 18,299        |     |                    |        
|                                                                                                             | Inventories                                       |             |         | 61,999        |     |                    |        
|                                                                                                             | Prepaid expenses and other current assets         |             |         | 1,428         |     |                    |        
|                                                                                                             | Deferred income taxes                             |             |         | 11,000        |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Total current assets                                                                                         |                                                   |             | 119,141 |               |     |                    | 125,055
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Property, plant and equipment                                                                                |                                                   |             | 73,211  |               |     |                    | 72,709 
|                                                                                                             | Less accumulated depreciation and amortization    |             |         | 44,377        |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Net property, plant and equipment                                                                            |                                                   |             | 28,834  |               |     |                    | 30,001 
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Non-current deferred income taxes                                                                            |                                                   |             | 3,800   |               |     |                    | 4,300  
|Other assets                                                                                                 |                                                   |             | 1,685   |               |     |                    | 1,984  
|                                                                                                             |                                                   |             |         |               |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Total assets                                                                                                 |                                                   | $           | 153,460 |               |     | $                  | 161,340
|                                                                                                             |                                                   |             |         |               |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                         |                                                   |             |         |               |     |                    |        
|Current liabilities                                                                                          |                                                   |             |         |               |     |                    |        
|                                                                                                             | Accounts payable                                  |             | $       | 7,953         |     |                    | $      
|                                                                                                             | Accrued liabilities                               |             |         | 33,903        |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Total current liabilities                                                                                    |                                                   |             | 41,856  |               |     |                    | 49,632 
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Long-term debt                                                                                               |                                                   |             | 8,000   |               |     |                    | 24,000 
|Employee benefit plan liabilities                                                                            |                                                   |             | 13,476  |               |     |                    | 14,008 
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Shareholders' equity                                                                                         |                                                   |             |         |               |     |                    |        
|                                                                                                             | Preferred stock                                   |             |         | --            |     |                    |        
|                                                                                                             | Common stock:                                     |             |         |               |     |                    |        
|                                                                                                             |                                                   | Class A     |         |               | 105 |                    |        
|                                                                                                             |                                                   | Class B     |         |               | 22  |                    |        
|                                                                                                             | Additional paid-in capital                        |             |         | 16,038        |     |                    |        
|                                                                                                             | Retained earnings                                 |             |         | 74,086        |     |                    |        
|                                                                                                             | Unearned compensation under restricted stock plan |             |         | (123          | )   |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Total shareholders' equity                                                                                   |                                                   |             | 90,128  |               |     |                    | 73,700 
|                                                                                                             |                                                   |             |         |               |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|Total liabilities and shareholders' equity                                                                   |                                                   | $           | 153,460 |               | $   |                    | 161,340
|                                                                                                             |                                                   |             |         |               |     |                    |        
|                                                                                                             |                                                   |             |         |               |     |                    |        
|*Condensed from audited financial statements.See notes to condensed
      consolidated financial statements.



OSHKOSH B'GOSH, INC. AND SUBSIDIARIESCondensed Consolidated
Statements of Income(In thousands, except per share
amounts)(Unaudited)

|                                                              |                  |   |        | Three Month Period Ended |   | Six Month Period Ended
|------------------------------------------------------------- | ---------------- | - | ------ | ------------------------ | - | ----------------------
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        | June 29, 2002            |   | June 30, 2001         
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Net Sales                                                     |                  | $ | 84,124 |                          |   | $                     
|                                                              |                  |   |        |                          |   |                       
|Cost of products sold                                         |                  |   | 48,096 |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Gross profit                                                  |                  |   | 36,028 |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Selling, general and administrative expenses                  |                  |   | 35,963 |                          |   |                       
|Royalty income, net                                           |                  |   | (2,267 | )                        |   |                       
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Operating income                                              |                  |   | 2,332  |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Other income (expense):                                       |                  |   |        |                          |   |                       
|                                                              | Interest expense |   |        | (391                     | ) |                       
|                                                              | Interest income  |   |        | 183                      |   |                       
|                                                              | Miscellaneous    |   |        | 24                       |   |                       
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Other income (expense) -- net                                 |                  |   | (184   | )                        |   |                       
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Income before income taxes                                    |                  |   | 2,148  |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Income taxes                                                  |                  |   | 816    |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Net income                                                    |                  | $ | 1,332  |                          |   | $                     
|                                                              |                  |   |        |                          |   |                       
|                                                              |                  |   |        |                          |   |                       
|Net income per common share                                   |                  |   |        |                          |   |                       
|                                                              | Basic            |   | $      | 0.11                     |   |                       
|                                                              | Diluted          |   | $      | 0.10                     |   |                       
|                                                              |                  |   |        |                          |   |                       
|Weighted average common shares outstanding                    |                  |   |        |                          |   |                       
|                                                              | Basic            |   |        | 12,633                   |   |                       
|                                                              | Diluted          |   |        | 12,894                   |   |                       
|                                                              |                  |   |        |                          |   |                       
|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 SUBSIDIARIESCondensed Consolidated
Statements of Cash Flows(In thousands)(Unaudited)



|                                                              |                                                                 |   |         | Six Month Period Ended |  
|------------------------------------------------------------- | --------------------------------------------------------------- | - | ------- | ---------------------- | -
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         | June 29, 2002          |  
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Cash flows from operating activities                          |                                                                 |   |         |                        |  
|                                                              | Net income                                                      |   | $       | 6,999                  |  
|                                                              | Depreciation and amortization                                   |   |         | 4,199                  |  
|                                                              | Deferred income taxes                                           |   |         | 2,500                  |  
|                                                              | Income tax benefit from stock options exercised                 |   |         | 4,144                  |  
|                                                              | Items in net income not affecting cash and cash
    equivalents |   |         | (295                   | )
|                                                              | Changes in current assets                                       |   |         | 1,007                  |  
|                                                              | Changes in current liabilities                                  |   |         | (7,776                 | )
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Net cash provided by (used in) operating activities           |                                                                 |   | 10,778  |                        |  
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Cash flows from investing activities                          |                                                                 |   |         |                        |  
|                                                              | Additions to property, plant and equipment                      |   |         | (2,898                 | )
|                                                              | Proceeds from disposal of assets                                |   |         | 387                    |  
|                                                              | Sale of short-term investments                                  |   |         | --                     |  
|                                                              | Changes in other assets                                         |   |         | (270                   | )
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Net cash used in investing activities                         |                                                                 |   | (2,781  | )                      |  
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Cash flows from financing activities                          |                                                                 |   |         |                        |  
|                                                              | Payment on long-term debt                                       |   |         | (16,000                | )
|                                                              | Dividends paid                                                  |   |         | (1,464                 | )
|                                                              | Net proceeds from issuance of common shares                     |   |         | 6,560                  |  
|                                                              | Repurchase of common shares                                     |   |         | --                     |  
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Net cash used in financing activities                         |                                                                 |   | (10,904 | )                      |  
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Net decrease in cash and cash equivalents                     |                                                                 |   | (2,907  | )                      |  
|                                                              |                                                                 |   |         |                        |  
|Cash and cash equivalents at beginning of period              |                                                                 |   | 29,322  |                        |  
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|Cash and cash equivalents at end of period                    |                                                                 | $ | 26,415  |                        |  
|                                                              |                                                                 |   |         |                        |  
|                                                              |                                                                 |   |         |                        |  
|See notes to condensed consolidated financial
    statements.









OSHKOSH B'GOSH, INC. AND SUBSIDIARIESNotes 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 June 29, 2002, the results of operations for the three-month and
six-month periods ended June 29, 2002 and June 30, 2001, and cash flows for the
six-month periods ended June 29, 2002 and June 30, 2001.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America 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 consolidated financial statements and notes thereto included in the
Company's 2001 Annual Report.

NOTE 2. INVENTORIES

A summary of inventories follows:



|                |  | June 29, 2002 |        | December 29, 2001 | 
|--------------- |  | ------------- | ------ | ----------------- | 
|                |  |               |        |                   | 
|                |  |               |        |                   | 
|Finished goods  |  | $             | 55,368 |                   | 
|Work in process |  |               | 5,627  |                   | 
|Raw materials   |  |               | 1,004  |                   | 
|                |  |               |        |                   | 
|Total           |  | $             | 61,999 |                   | 
|                |  |               |        |                   | 





The replacement cost of inventory exceeds the above LIFO costs by $12,138 at
June 29, 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:



|                                        |              |   | DomesticWholesale |        |   |   | Retail  |       |  |   | Procurement |       |  |   | All Other/Corporate |     |  |   | Total   |      
|--------------------------------------- | ------------ | - | ----------------- | ------ | - | - | ------- | ----- |  | - | ----------- | ----- |  | - | ------------------- | --- |  | - | ------- | -----
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|For the three monthsended June 29, 2002 |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|Net sales                               |              | $ | 30,328            |        |   | $ | 53,103  |       |  | $ | 61          |       |  | $ | 632                 |     |  | $ | 84,124  |      
|Income (loss) before                    |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        | income taxes |   |                   | (1,232 | ) |   |         | 1,110 |  |   |             | 1,821 |  |   |                     | 449 |  |   |         | 2,148
|Assets                                  |              |   | 44,685            |        |   |   | 60,133  |       |  |   | 13,261      |       |  |   | 35,381              |     |  |   | 153,460 |      
|Depreciation expense                    |              |   | 361               |        |   |   | 1,017   |       |  |   | 139         |       |  |   | 179                 |     |  |   | 1,696   |      
|Property, plant and equipment           |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        | additions    |   |                   | 6      |   |   |         | 1,290 |  |   |             | 50    |  |   |                     | 2   |  |   |         | 1,348
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|For the three monthsended June 30, 2001 |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|Net sales                               |              | $ | 38,228            |        |   | $ | 52,051  |       |  | $ | --          |       |  | $ | 666                 |     |  | $ | 90,945  |      
|Income before income taxes              |              |   | 935               |        |   |   | 2,757   |       |  |   | 198         |       |  |   | 167                 |     |  |   | 4,057   |      
|Assets                                  |              |   | 69,995            |        |   |   | 47,838  |       |  |   | 22,234      |       |  |   | 13,395              |     |  |   | 153,462 |      
|Depreciation expense                    |              |   | 426               |        |   |   | 925     |       |  |   | 271         |       |  |   | 218                 |     |  |   | 1,840   |      
|Property, plant and equipment           |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        | additions    |   |                   | 62     |   |   |         | 1,123 |  |   |             | 91    |  |   |                     | 8   |  |   |         | 1,284
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|For the six monthsended June 29, 2002   |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|Net sales                               |              | $ | 82,233            |        |   | $ | 100,456 |       |  | $ | 75          |       |  | $ | 2,141               |     |  | $ | 184,905 |      
|Income before income taxes              |              |   | 4,934             |        |   |   | 2,041   |       |  |   | 3,676       |       |  |   | 637                 |     |  |   | 11,288  |      
|Assets                                  |              |   | 44,685            |        |   |   | 60,133  |       |  |   | 13,261      |       |  |   | 35,381              |     |  |   | 153,460 |      
|Depreciation expense                    |              |   | 929               |        |   |   | 1,981   |       |  |   | 352         |       |  |   | 368                 |     |  |   | 3,630   |      
|Property, plant and equipment           |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        | additions    |   |                   | 26     |   |   |         | 2,779 |  |   |             | 87    |  |   |                     | 6   |  |   |         | 2,898
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|For the six monthsended June 30, 2001   |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|Net sales                               |              | $ | 92,993            |        |   | $ | 94,905  |       |  | $ | --          |       |  | $ | 2,492               |     |  | $ | 190,390 |      
|Income before income taxes              |              |   | 6,277             |        |   |   | 3,542   |       |  |   | 124         |       |  |   | 1,377               |     |  |   | 11,320  |      
|Assets                                  |              |   | 69,995            |        |   |   | 47,838  |       |  |   | 22,234      |       |  |   | 13,395              |     |  |   | 153,462 |      
|Depreciation expense                    |              |   | 853               |        |   |   | 1,826   |       |  |   | 561         |       |  |   | 430                 |     |  |   | 3,670   |      
|Property, plant and equipment           |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|                                        | additions    |   |                   | 107    |   |   |         | 1,632 |  |   |             | 616   |  |   |                     | 13  |  |   |         | 2,368
|                                        |              |   |                   |        |   |   |         |       |  |   |             |       |  |   |                     |     |  |   |         |      
|For the year endedDecember 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
|-------------------------------------------- |  | ------------------------------------
|                                             |  |                                     
|                                             |  |                                     
|                                             |  |                                     
|                                             |  |                                     
|                                             |  |                                     
|Net Sales                                    |  | 100.0                               
|Cost of products sold                        |  | 57.2                                
|                                             |  |                                     
|Gross profit                                 |  | 42.8                                
|Selling, general and administrative expenses |  | 42.7                                
|Royalty income, net                          |  | (2.7                                
|                                             |  |                                     
|Operating income                             |  | 2.8                                 
|Other income (expense) -- net                |  | (.2                                 
|                                             |  |                                     
|Income before income taxes                   |  | 2.6                                 
|Income taxes                                 |  | 1.0                                 
|                                             |  |                                     
|Net income                                   |  | 1.6                                 
|                                             |  |                                     

Net Sales

Consolidated net sales for the three month period ended June 29, 2002 were
$84.1 million, a $6.8 million decrease (7.5%) from 2001 second quarter net sales
of $90.9 million. Consolidated net sales for the six month period ended June 29,
2002 were $184.9 million, a $5.5 million decrease (2.9%) from net sales of
$190.4 million for the first six months of 2001. The Company's net sales for the
three month and six month periods ended June 29, 2002 and June 30, 2001 are
summarized as follows:

|                            |                     | Net Sales(in millions)
|--------------------------- | ------------------- | ----------------------
|                            |                     |                       
|                            |                     | Domestic              
|                            |                     |                       
|                            |                     |                       
|                            |                     |                       
|Three months ended:         |                     |                       
|                            | June 29, 2002       |                       
|                            | June 30, 2001       |                       
|                            |                     |                       
|                            | Increase (decrease) |                       
|                            |                     |                       
|                            |                     |                       
|Percent increase (decrease) |                     |                       
|                            |                     |                       
|Six months ended:           |                     |                       
|                            | June 29, 2002       |                       
|                            | June 30, 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 for the three
month and six month periods ending June 30, 2001 were approximately $.2 million
and $1.8 million, respectively.

Excluding its footwear and outerwear products, the Company's domestic
wholesale business unit shipments for the three month period ended June 29, 2002
decreased approximately 9.8% as compared to the corresponding three month period
of 2001. The Company's domestic wholesale unit shipments for the six month
period ending June 29, 2002 decreased approximately 7.3% as compared to 2001.
The three month and six month period decreases in unit shipments resulted from a
combination of slightly lower booked orders and a decrease in the number of
"close-out" units sold. Net sales dollars for the three month and six month
periods ended June 29, 2002 were impacted by lower unit volume, lower average
unit selling prices and higher customer trade discounts and allowances to our
retail customers to assist in more effective flow of Company products through
the retail channels. Beginning with the Spring 2002 season, the Company added
Kohls Department Stores as a customer. Sales to Kohls for the three month and
six month periods ending June 29, 2002 were approximately $6.6 million and $15.8
million, respectively.

The Company's second quarter 2002 retail sales increase resulted from sales
volume from stores opened subsequent to June 30, 2001, offset in part by a
comparable store sales decrease of 5.2%. The second quarter 2002 comparable
store sales decrease is in part attributable to an earlier Easter sales period
along with the more aggressive discounting environment necessary to flow
product. The Company's increase in retail sales for the first six months of 2002
resulted from sales volume from newly opened stores offset in part by a
comparable store sales decline of .9%. The year-to-date comparable sales
decrease is primarily attributable to more aggressive promotional pricing.

At June 29, 2002, the Company operated 151 domestic OshKosh retail stores,
including 144 factory outlet stores, two showcase stores, and five strip mall
stores. During the second quarter of 2002, the Company opened three factory
outlet stores. At June 30, 2001 the Company operated a total of 135 domestic
OshKosh retail stores.

Gross Profit

The Company's gross profit margin as a percent of net sales was 42.8% in the
second quarter of 2002, compared to 42.0% in the second quarter of 2001. For the
six month period ended June 29, 2002 gross profit margin as a percent of net
sales was 43.4%, compared to 41.6% for the first six months of 2001. The
Company's gross profit margin increased over 2001 levels due to a combination of
an increased proportion of sales from the Company's retail stores, more
favorable product costs realized from offshore production, and the favorable
impact of lower "close-out" sales.

The gross margin improvement resulting from these factors was offset in part
by increased customer sales allowances and more aggressive promotional pricing
at the Company's retail stores.

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

SG&A expenses for the three month and six month periods ended June 29,
2002 increased $.5 million and $2.1 million over the three and six month periods
ended June 30, 2001, respectively. As a percentage of net sales, SG&A
expenses were 42.7% and 39.7% for the three month and six month periods ended
June 29, 2002 on lower sales, as compared to 39.0% and 37.4% in the comparable
periods of 2001. SG&A expenses in dollars increased primarily due to
continued expansion of the Company's retail operations.



Royalty Income

The Company licenses the use of its trade name to selected licensees in the
U.S. and in foreign countries. Royalty income for the three month period ended
June 29, 2002 was $2.3 million compared to $1.7 million in the second quarter of
2001. Royalty income for the six month period ended June 29, 2002 was $4.9
million compared with $4.2 million in the second quarter of 2001.

Royalty income from domestic licensees was approximately $.8 million and $1.8
million in the three and six month periods ending June 29, 2002, as compared
with $.4 million and $1.2 million for the same periods in 2001. The increase is
primarily attributable to the Company's decision to license its outerwear and
footwear businesses. Royalty income from international licensees was
approximately $1.5 million and $3.1 million for the three and six month periods
ending June 29, 2002 as compared with $1.3 million and $3.0 million for the same
periods in 2001. Growth in the Company's Japanese licensees was partially offset
by economic weakness in other areas of the world.

Operating Income

As a result of the factors described above, the Company's operating income
for the three month and six month periods ended June 29, 2002 amounted to $2.3
million and $11.8 million as compared to $4.5 million and $12.2 million for the
comparable periods in 2001.

Other Income (Expense) -- Net

The Company's second quarter 2002 net other income (expense) was a $.2
million expense compared to $.4 million expense in 2001. For the six month
period ended June 29, 2002 net other income (expense) was a $.5 million expense
compared to $.9 million expense for the first six months of 2001. Interest
expense was lower for the second quarter and six month period ending June 29,
2002 compared to 2001 due to lower interest rates and prepayments of the
Company's long-term debt.

Income Taxes

The Company's effective tax rate for the three month and six month periods
ended June 29, 2002, was approximately 38.0% compared to 38.4% in 2001.

Net Income

Net income for the three months ended June 29, 2002 of $1.3 was a $1.2
million decrease compared to net income for the three months ended June 30, 2001
of $2.5 million. Net income for the six months ended June 29, 2002 of $7.0
million was comparable with net income for the six months ended June 30, 2001.
Diluted earnings per share for the quarter ended June 29, 2002 were $.10, a $.10
(50%) reduction over the comparable period in 2001.

SEASONALITY OF BUSINESS

The Company's business is 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 June 29, 2002, the Company's cash and cash equivalents were $26.4 million,
compared to $29.3 million at the end of 2001 and $2.6 million at June 30, 2001.
Seasonal working capital needs for the timely production of inventory to support
the Fall back-to-school 2002 seasonal product offering have been provided by
operations and through proceeds from the issuances of common shares through
stock option exercises. Net working capital at June 29, 2002 was $77.3 million
compared to $75.4 million at December 29, 2001 and $63.7 million at June 30,
2001.

Cash provided by operations amounted to approximately $10.8 million in the
first six months of 2002, compared to a use of cash of $8.0 million in the first
six months of 2001. Accounts receivable at June 29, 2002 were $18.3 million
compared to $25.7 million at December 29, 2001, and $24.7 million at June 30,
2001. The reduction in accounts receivable is attributable to lower wholesale
sales during the second quarter of 2002. Inventories at June 29, 2002, were
$62.0 million, compared to $55.4 million at December 29, 2001, and $74.3 million
at June 30, 2001. Management believes that June 29, 2002, inventory levels are
generally appropriate to support customer demand for its Fall back-to-school
product offering.

Investing activities used $2.8 million in both the first six months of 2002
and 2001. Capital expenditures were $2.9 million in the first six months of
2002, compared with $2.4 million in 2001. Capital expenditures in both years
relate primarily to expansions and upgrades of the Company's retail stores.

Cash used in financing activities totaled $10.9 million in the first six
months of 2002, compared to $6.5 million in the first six months of 2001. In
2002, cash generated by the Company was sufficient to finance all working
capital needs and to prepay $16.0 million of the Company's long-term debt. The
remaining $8.0 million of long-term debt was prepaid in early July 2002.

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 half 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 before its expiration.

There were no outstanding borrowings on the revolving credit facility at June
29, 2002, December 29, 2001 or June 30, 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.

FORWARD OUTLOOK

The retail climate, particularly in many of the channels in which the
Company's products are sold, remains challenging. Further clouding prospects for
the remainder of 2002 is our previously announced decision to lower price points
on a significant portion of our Fall and Holiday 2002 product offerings.
However, we remain cautiously optimistic about our prospects. More specifically,
we currently plan the remainder of 2002 as follows:



|                   | Third Quarter |                 | Fourth Quarter
|------------------ | ------------- | --------------- | --------------
|                   |               |                 |               
|Net sales          | $             | 135-140 million |               
|Earnings per share | $             | 1.16-1.24       |               
|                   |               |                 |               



We are currently planning comparable store sales decreases in our retail
business unit in the low single digit range, due primarily as a result of lower
retail selling prices to our consumers. We are also planning three new retail
store openings during the second half of 2002.

We currently anticipate our wholesale business to be favorably impacted in
the fourth quarter of 2002 by a combination of planned shipments of Spring 2003
product as well as initial shipments to our most recently announced new
customer, Mervyn's (estimated fourth quarter 2002 net sales to be $2-3
million).

For the entire year 2002, we are planning capital expenditures of $6.0
million. We are currently budgeting depreciation and amortization for 2002 of
$8.0 million.

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 of the retail industry,
including, but not limited to, business conditions and the economy, natural
disasters, and the unanticipated loss of a major customer; risks related to the
failure of Company suppliers to timely deliver needed raw materials, risks
associated with importing its products using a global transportation matrix, and
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, distribution system or freight carrier 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. QUANTITATIVE AND QUALITATIVE 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 $8.0 million is outstanding at June 29, 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 has been affected by
interest rate changes on its long-term debt. Management monitored 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. Due to prepayment of this long-term debt, a 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.

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

The registrant's annual meeting of stockholders was held on May 3, 2002 (the
"2002 Annual Meeting"). A majority of the shares of each class of the
registrant's Common Stock, represented in person or by proxy, was required to
constitute a quorum for action to be taken by such class. A total of 9,148,605
shares of Class A Common Stock and 1,897,211 shares of Class B Common Stock were
represented, in person or by proxy, at the 2002 Annual Meeting, constituting a
quorum of each class.

With respect to the election of Class A Directors, the following votes were
cast in favor of and withheld with respect to the following management
nominees:

|Nominee         | Votes in favor | Votes withheld | Broker non-votes
|--------------- | -------------- | -------------- | ----------------
|                |                |                |                 
|Shirley A. Dawe | 8,844,149      | 304,456        | 0               
|                |                |                |                 
|Stig A. Kry     | 8,814,446      | 334,159        | 0               
|                |                |                |                 

With respect to the election of Class B Directors, the following votes were
cast in favor of and withheld with respect to the following management
nominees:

|Nominee             | Votes in favor | Votes withheld | Broker non-votes
|------------------- | -------------- | -------------- | ----------------
|                    |                |                |                 
|Douglas W. Hyde     | 1,602,535      | 294,676        | 0               
|                    |                |                |                 
|Michael D. Wachtel  | 1,894,711      | 2,500          | 0               
|                    |                |                |                 
|David L. Omachinski | 1,895,211      | 2,000          | 0               
|                    |                |                |                 
|Steve R. Duback     | 1,895,211      | 2,000          | 0               
|                    |                |                |                 
|Robert C. Siegel    | 1,895,211      | 2,000          | 0               
|                    |                |                |                 
|William F. Wyman    | 1,665,591      | 231,620        | 0               
|                    |                |                |                 
|Phoebe A. Wood      | 1,895,211      | 2,000          | 0               



Directors are elected by a plurality of the votes of the shares of the class
entitled to elect such directors, present in person or represented by proxy at
the meeting. "Plurality" means that the individuals who receive the largest
number of votes are elected as directors up to the maximum number of directors
to be chosen at the meeting. There were no nominees for director other than
management's nominees identified above. Accordingly, each such nominee received
a plurality of the votes cast by shares of the class indicated and, therefore,
was elected.

With respect to the proposed increase in authorized Class B Common Stock to
amend the Restated Certificate of Incorporation to increase the number of
authorized shares of Class B Common Stock from 3,750,000 shares to 4,425,000
shares the following votes were cast:

|                     | Votes in favor | Votes against | Abstentions | Broker non-votes
|-------------------- | -------------- | ------------- | ----------- | ----------------
|                     |                |               |             |                 
|Class B Common Stock | 1,888,224      | 8,987         | 0           | 0               
|                     |                |               |             |                 

Subsequent to his election to the Board of Directors, Michael D. Wachtel,
Executive Vice President and Chief Operating Officer, passed away following a
battle with cancer. Mr. Wachtel's vacancy on the Board was filled by Paul Lowry,
Vice President-Corporate Retail.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

1. Exhibits
    On May 15, 2002, the Company Restated its Certificate of Incorporation as
    filed with the Delaware Secretary of State, to incorporate an increase in
    the number of authorized Class B Common Stock shares. The Restated
    Certificate of Incorporation of OshKosh B'Gosh, Inc. is attached as Exhibit
    6 (a).
2. Reports on Form 8-K

On June 5, 2002, the Company filed an 8-K to disclose a change in the
Company's Certifying Accountant.

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:  July 22, 2002 | By:                 
|                     |                     
|                     |                     
|                     |                     
|                     |                     
|                     |                     
|                     |                     
|Date: July 22, 2002  | By:                 
|                     |                     
|                     |                     
|                     |                     
|                     |                     
|                     |