EXHIBIT 1


JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Carter’s, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.

Dated:  May 24, 2011
 
 
 
BERKSHIRE FUND VII, L.P.
     
 
By:
Seventh Berkshire Associates LLC,
   
its general partner
     
 
By:
/s/  Ross M. Jones
   
Name:
Ross M. Jones
   
Title:
Managing Director
 
 
 
BERKSHIRE FUND VII-A, L.P.
     
 
By:
Seventh Berkshire Associates LLC,
   
its general partner
     
 
By:
/s/  Ross M. Jones
   
Name:
Ross M. Jones
   
Title:
Managing Director
 
 
 
BERKSHIRE INVESTORS IV LLC
     
     
 
By:
/s/  Ross M. Jones
   
Name:
Ross M. Jones
   
Title:
Managing Director
 
 
 
BERKSHIRE INVESTORS III LLC
     
     
 
By:
/s/  Ross M. Jones
   
Name:
Ross M. Jones
   
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
 
STOCKBRIDGE FUND, L.P.
     
 
By:
Stockbridge Associates LLC,
its general partner
     
 
By:
/s/  Robert J. Small
   
Name:
Robert J. Small
   
Title:
Managing Director
 
 
 
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
     
 
By:
Stockbridge Associates LLC,
its general partner
     
 
By:
/s/  Robert J. Small
   
Name:
Robert J. Small
   
Title:
Managing Director
 
 
 
STOCKBRIDGE PARTNERS LLC
     
 
By:
Berkshire Partners LLC,
its sole managing member
     
 
By:
/s/  Ross M. Jones
   
Name:
Ross M. Jones
   
Title:
Managing Director
 
 
 
BERKSHIRE PARTNERS LLC
     
     
 
By:
/s/  Ross M. Jones
   
Name:
Ross M. Jones
   
Title:
Managing Director

 
 
STOCKBRIDGE FUND M, L.P.
     
     
  By:
Stockbridge Associates LLC,
its general partner
     
     
 
By:
/s/  Robert J. Small
   
Name:
Robert J. Small
   
Title:
Managing Director