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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K

 X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---    EXCHANGE ACT OF 1934

       For the fiscal year ended January 28, 2006

                                     OR
       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: 1-7340

                              KELLWOOD COMPANY
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

            DELAWARE                                      36-2472410
---------------------------------                   ----------------------
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                   Identification Number)

600 KELLWOOD PARKWAY, P.O. BOX 14374, ST. LOUIS, MO                   63178
---------------------------------------------------                 ----------
     (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code              (314) 576-3100

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                               Name of each exchange
    Title of each class                        on which registered
    --------------------------------           --------------------------
    Common Stock, par value $0.01              New York Stock Exchange
    Preferred Stock Purchase Rights            New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 of Section 15(d) of the Exchange Act. Yes [ ] No [X]

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act. (Check one):

Large Accelerated Filer [ ]  Accelerated Filer [X]  Non-Accelerated Filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The Company estimates that the aggregate market value of the Common Stock
held by nonaffiliates on July 30, 2005 (based upon the closing price of
these shares on the New York Stock Exchange) was approximately $676,612,780.

At March 4, 2006, Kellwood Company had 25,634,724 shares of Common Stock,
par value $0.01, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Proxy Statement for Annual Meeting of
Shareowners to be held on June 1, 2006 are incorporated in Part III of this
Form 10-K.

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<TABLE>
                                             KELLWOOD COMPANY
                            FORM 10-K FOR THE YEAR ENDED JANUARY 28, 2006
                                            TABLE OF CONTENTS

<S>                                                                                                <C>
PART I

       Item 1.    Business..........................................................................3
       Item 1A.   Risk Factors......................................................................6
       Item 1B.   Unresolved Staff Comments........................................................10
       Item 2.    Properties.......................................................................11
       Item 3.    Legal Proceedings................................................................11
       Item 4.    Submission of Matters to a Vote of Security Holders..............................11

PART II

       Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters
                    and Issuer Purchases of Equity Securities......................................12
       Item 6.    Selected Financial Data..........................................................13
       Item 7.    Management's Discussion and Analysis of Financial Condition and Results
                    of Operations..................................................................14
       Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.......................32
       Item 8.    Financial Statements and Supplementary Data......................................34
                    Report of PricewaterhouseCoopers LLP, Independent Registered Public
                      Accounting Firm on Consolidated Financial Statements and
                      on Internal Control over Financial Reporting.................................35
                    Consolidated Statement of Operations...........................................37
                    Consolidated Balance Sheet.....................................................38
                    Consolidated Statement of Cash Flows...........................................39
                    Consolidated Statement of Shareowners' Equity..................................40
                    Notes to Consolidated Financial Statements.....................................41
       Item 9.    Changes in and Disagreements with Accountants on Accounting and
                    Financial Disclosure...........................................................70
       Item 9A.   Controls and Procedures..........................................................70
       Item 9B.   Other Information................................................................71

PART III

       Item 10.   Directors and Executive Officers of the Registrant...............................72
       Item 11.   Executive Compensation...........................................................73
       Item 12.   Security Ownership of Certain Beneficial Owners and Management and
                  Related Stockholder Matters......................................................73
       Item 13.   Certain Relationships and Related Transactions...................................73
       Item 14.   Principal Accounting Fees and Services...........................................73

PART IV

       Item 15.   Exhibits and Financial Statement Schedules.......................................74

SIGNATURES.........................................................................................78
</TABLE>


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PART I
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ITEM 1.  BUSINESS
The Company's fiscal year ends on the Saturday nearest January 31.
References to the Company's fiscal years represent the following:

      FISCAL YEAR                   REPRESENTS THE 52 WEEKS ENDED
      -----------                   -----------------------------
      2005                          January 28, 2006
      2004                          January 29, 2005
      2003                          January 31, 2004

(a) Kellwood Company and its subsidiaries (the Company) are marketers of
apparel and consumer soft goods. The Company specializes in branded as well
as private label products, and markets to all channels of distribution with
product specific to a particular channel. Most of the Company's products are
purchased from foreign contract manufacturers. The Company's Smart Shirts
operation, discussed below, manufactures its own products.

Kellwood Company was founded in 1961 as the successor by merger of fifteen
independent suppliers to Sears. Beginning in 1985, the Company implemented a
business strategy to expand its branded label products, broaden its customer
base, increase its channels of distribution and further develop its global
product sourcing capability. As a result of this strategy, the Company has
redirected its focus from primarily the manufacturing of private label
apparel and home fashions for Sears to a marketing-driven emphasis on
branded apparel and related soft goods. The Company's strategy has expanded
its branded label products, diversified its customer base, broadened its
channels of distribution and further developed its global product sourcing
capabilities. Also as part of this strategy, Kellwood has acquired 24
domestic companies or businesses since 1985. The following companies were
acquired since 1998:

      COMPANY NAME                                        DATE OF ACQUISITION
      -----------------------------------------           -------------------
      o  Phat Fashions, LLC/Phat Licensing, LLC           February 2004
      o  Briggs New York Corp.                            February 2003
      o  Gerber Childrenswear, Inc.                       June 2002
      o  Group B Clothing Co., Inc.                       December 2000
      o  Romance Du Jour, Inc.                            September 2000
      o  Dorby Frocks, Ltd.                               September 2000
      o  Academy Broadway                                 August 2000
      o  Koret, Inc.                                      April 1999
      o  Fritzi California                                December 1998

These companies are principally marketers of branded apparel. In addition to
its domestic acquisitions, in the early 1980's, the Company acquired Smart
Shirts Limited (Smart Shirts) of Hong Kong, a leading shirt manufacturer in
the Far East. Since its acquisition, Smart Shirts has diversified its
manufacturing capabilities from its principal base of Hong Kong to China,
Sri Lanka and the Philippines.

(b) The information required by this Item constitutes part of the Company's
2005 Consolidated Financial Statements, under the caption "Industry Segment
and Geographic Area Information," in Note 14 to Consolidated Financial
Statements, which information is included in Item 8 to this Form 10-K.


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(c) The Company and its subsidiaries are principally engaged in the apparel
and related soft goods industry. These products are manufactured primarily
in Asia.

     (i)    The Company's divisions are aggregated into three major consumer
            market product groupings along with General Corporate, which
            represent the Company's four reportable segments. The three major
            consumer segments are as follows:

            o   WOMEN'S SPORTSWEAR designs, merchandises and sells women's
                sportswear sold through leading retailers in all channels of
                distribution. Product lines include blazers, dresses,
                sweaters, blouses, vests, other tops, skirts, pants and
                skorts. The business is primarily branded goods sold at the
                popular-to-moderate price points, but the segment does
                include some better-to-bridge lines - upper price point
                women's sportswear sold principally to specialty stores,
                department stores and catalog houses. A partial list of such
                brands owned by the Company are Sag Harbor(R), Koret(R),
                Dorby(TM), My Michelle(R) and Briggs New York(R). Calvin
                Klein(R), XOXO(R), IZOD(R), Liz Claiborne(R) Dresses and
                Suits and David Meister(TM) are Women's Sportswear brands
                sold under licensing agreements. Sales of Women's Sportswear
                accounted for 60%, 63% and 66% of the Company's consolidated
                revenue from continuing operations in 2005, 2004 and 2003,
                respectively.

            o   MEN'S SPORTSWEAR designs, manufactures and sells men's woven
                and knit shirts, pants and jeans sold to leading department
                stores, catalog houses and national chains. The business is
                primarily private label but also includes a number of branded
                programs such as Slates(R) business casual shirts, sweaters
                and tops, Nautica(R), Claiborne(R) and Dockers(R) dress
                shirts and Phat Farm(R) and Northern Isles(R) sportswear.
                Sales of Men's Sportswear accounted for 24%, 23% and 18% of
                the Company's consolidated revenue from continuing operations
                in 2005, 2004 and 2003, respectively.

            o   OTHER SOFT GOODS designs, merchandises and sells infant
                apparel and recreation products (tents, sleeping bags,
                backpacks and related products). The business is primarily
                branded goods including Kelty(R) and Sierra Designs(R) for
                recreation products and Gerber(R) for infant apparel. Sales
                of Other Soft Goods accounted for 16%, 14% and 16% of the
                Company's consolidated revenue from continuing operations in
                2005, 2004 and 2003, respectively.

     (ii)   The Company anticipates no significant change in products or new
            industry segments, which would require a material investment.
            However, business acquisitions and new brands (either developed
            internally or through license agreements) within all three of the
            Company's consumer market segments are continually being
            considered. Overall, it is anticipated that external and internal
            demands will generate increasing requirements for capital
            investment.

            In 2003 and 2004 the Company entered into several major licensing
            agreements, including Calvin Klein(R) and IZOD(R) for women's
            sportswear, XOXO(R) for juniors sportswear and dresses and Liz
            Claiborne(R) for women's dresses and suits. In 2004, the Company
            acquired Phat Fashions, LLC and Phat Licensing, LLC (together
            referred to as Phat). Phat is a licensor of apparel for men, women
            and children, athletic shoes and accessories through the Phat
            Farm(R) and Baby Phat(R) brands. Part of the purchase was Phat's
            option to buyout the license from the menswear licensee, which the
            Company exercised shortly after the purchase.

     (iii)  The Company purchases finished goods from numerous contract
            manufacturers and to a lesser extent raw materials directly from
            numerous textile mills and yarn producers and converters. The
            Company has not experienced difficulty in obtaining finished goods
            or raw materials essential to its business in any of its business
            segments.

     (iv)   The Company is the owner of certain trade names essential to its
            business. The Company also licenses certain trade names in each
            of its business segments having various terms, which expire at
            various times through 2011. Further information about the
            Company's trade names is set forth in the Company's 2005
            Consolidated Financial Statements, under the caption "Industry
            Segment and Geographic Area Information," in Note 14 to
            Consolidated Financial Statements, which information is included
            in Item 8 to this Form 10-K.

     (v)    Although the Company's various product lines are sold on a
            year-round basis, the demand for specific styles is seasonal.
            Women's Sportswear products are sold prior to each of the retail
            selling seasons including spring, summer, fall and holiday. Sales
            of Men's Sportswear and Other Soft Goods are also dependent,
            although to a lesser extent, on the retail selling season.

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     (vi)   Consistent with the seasonality of specific product offerings, the
            Company carries necessary levels of inventory to meet the
            anticipated delivery requirements of its customers.

     (vii)  No customer accounts for more than 10% of the Company's revenues
            in 2005.

     (viii) The Company does not believe that backlog is a meaningful or a
            material indicator of sales that can be expected for any period.
            All of the Company's backlog is expected to be filled within 12
            months, but there can be no assurance that the backlog at any
            point in time will translate into sales in any particular
            subsequent period.

     (ix)   Government contracts or subcontracts with the Company are not
            material.

     (x)    The Company has substantial competition from numerous
            manufacturers and marketers, but accurate statistics relative to
            the competitive position of the Company's products and brands are
            not available. Kellwood's ability to compete depends principally
            on styling, service to the retailer, continued high regard for the
            Company's brands and trade names and price. The Company's
            competitors include, among others, Jones Apparel Group Inc., Liz
            Claiborne Inc., V.F. Corporation, Polo Ralph Lauren Corp. and
            Tommy Hilfiger Corp.

     (xi)   The Company has a continuing program for the purpose of improving
            its production machinery and products, which includes consumer
            research and advertising programs. The Company is not engaged in
            any material customer-sponsored research and development programs.
            The amount spent on research and development activities during
            2005, 2004 and 2003 was not material.

     (xii)  In the opinion of management, there will be no material effect on
            the Company resulting from compliance with any federal, state or
            local provisions, which have been enacted or adopted regulating
            the discharge of materials into the environment or otherwise
            relating to the protection of the environment.

     (xiii) At the end of 2005, there were approximately 30,000 people
            employed by the Company. Substantially all of the work force is
            non-union, and the Company considers its relations with its
            employees to be satisfactory.

(d) Except for its Smart Shirts operations in the Men's Sportswear segment,
the Company's foreign manufacturing operations and customers are not
material. The sales, operating profit and net assets attributable to each
segment are set forth under the caption "Industry Segment and Geographic
Area Information" in Note 14 to the Consolidated Financial Statements, which
information is included in Item 8 to this Form 10-K. Smart Shirts'
operations are included in the Men's Sportswear segment and comprise 84% of
sales and 85% of net assets from the continuing operations of this segment
for 2005; 84% of sales and 87% of net assets from the continuing operations
of this segment for 2004; and 100% of sales and 100% of net assets from the
continuing operations of this segment for 2003. Almost all of Smart Shirt's
net assets are located outside of the United States. Almost all of Smart
Shirt's sales were in the United States in 2005, 2004 and 2003. The risk
attendant to the Company's Smart Shirts operations is believed to be
slightly greater than that of domestic operations primarily due to
uncertainty resulting from the elimination of China quota in 2005 and the
subsequent temporary imposition of safeguard provisions, foreign currency
risk, risk associated with operating in multiple foreign countries and
political risk. Diversification of Smart Shirts' manufacturing capacity to
various countries helps to mitigate these risks.

Because approximately 78% of the Company's products are sourced from
contract manufacturers, primarily in the Eastern Hemisphere, in 2002 the
Company established Kellwood Trading Limited (KTL), a Far Eastern sourcing
infrastructure based in Hong Kong. KTL provides sourcing only to Kellwood
divisions. KTL does not have significant assets.

(e) Kellwood Company maintains a company website at www.kellwood.com. The
Company makes available, free of charge through the website, its annual
report on Form 10-K, quarterly reports on Form 10-Q, and current reports on
Form 8-K and amendments to those reports as soon as reasonably practicable
after such reports are filed with or furnished to the Securities and
Exchange Commission (SEC). Information relating to corporate governance at
the Company, including the Corporate Governance Committee Charter,
Compensation Committee Charter, Audit Committee Charter and corporate
governance guidelines, is available at the Company's website within the
"Corporate Profile" section, under the caption "Corporate Governance" and is
also available in print to any shareowner who requests it.


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ITEM 1A.  RISK FACTORS
The Company's financial condition and performance are subject to various
risks and uncertainties, including the risk factors described below. The
Company may amend or supplement the risk factors from time to time by other
reports that are filed with the SEC in the future.

Risks Related to the Company
----------------------------
INTENSE COMPETITION IN THE APPAREL INDUSTRY COULD REDUCE THE COMPANY'S SALES
AND PROFITABILITY.

As an apparel company, the Company faces competition on many fronts
including the following:

     o   establishing and maintaining favorable brand recognition;

     o   developing products that appeal to consumers;

     o   pricing products appropriately; and

     o   obtaining access to and sufficient floor space in retail outlets.

Competition in the apparel industry is intense and is dominated by a number
of very large brands, many of which have greater financial, technical and
marketing resources, greater manufacturing capacity and more extensive and
established customer relationships than the Company does. The competitive
responses encountered from these larger, more established apparel companies
may be more aggressive and comprehensive than anticipated and the Company
may not be able to compete effectively. The aggressive and competitive
nature of the apparel industry may result in lower prices for the Company's
products and decreased gross profit margins, either of which may materially
adversely affect sales and profitability.

THE COMPANY'S BUSINESS WILL SUFFER IF IT FAILS TO CONTINUALLY ANTICIPATE
FASHION TRENDS AND CUSTOMER TASTES.

Customer tastes and fashion trends can change rapidly. The Company may not
be able to anticipate, gauge or respond to these changes within a timely
manner. If the Company misjudges the market for products or product groups
or if it fails to identify and respond appropriately to changing consumer
demands and fashion trends, it may be faced with unsold finished goods
inventory, which could materially adversely affect expected operating
results and decrease sales, gross margins and profitability.

The apparel industry has relatively long lead times for the design and
production of products. Consequently, the Company must in some cases commit
to production in advance of orders based on forecasts of customer and
consumer demand. If the Company fails to forecast demand accurately, it may
under-produce or over-produce a product and encounter difficulty in filling
customer orders or in liquidating excess inventory. Additionally, if the
Company over-produces a product based on an aggressive forecast of demand,
retailers may not be able to sell the product and cancel future orders or
require retrospective price adjustments. These outcomes could have a
material adverse effect on sales and brand image and seriously affect sales
and profitability.

THE COMPANY'S REVENUES AND PROFITS ARE SENSITIVE TO CONSUMER CONFIDENCE AND
SPENDING PATTERNS.

The apparel industry has historically been subject to cyclical variations,
recessions in the general economy or uncertainties regarding future economic
prospects that affect consumer spending habits which could negatively impact
the Company's business overall and specifically sales, gross margins and
profitability. The success of the Company's operations depends on consumer
spending. Consumer spending is impacted by a number of factors, including
actual and perceived economic conditions affecting disposable consumer
income (such as unemployment, wages, energy costs, etc.), business
conditions, interest rates, availability of credit and tax rates in the
general economy and in the international, regional and local markets where
the Company's products are sold. Any significant deterioration in general
economic conditions or increases in interest rates could reduce the level of
consumer spending and inhibit consumers' use of credit. In addition, war,
terrorist activity or the threat of war and terrorist activity may adversely
affect consumer spending, and thereby have a material adverse effect on the
Company's financial condition and results of operations.


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THE CONCENTRATION OF THE COMPANY'S CUSTOMERS COULD ADVERSELY AFFECT THE
COMPANY'S BUSINESS.

The Company's twenty largest customers accounted for approximately 73% of
sales in fiscal 2005, with the largest customer accounting for 9% of total
fiscal 2005 sales. The Company does not have long-term contracts with any
customers, and sales to customers generally occur on an order-by-order basis
and are subject to certain rights of cancellation and rescheduling by the
customer.

A decision by any of the Company's major customers, whether motivated by
competitive conditions, financial difficulties or otherwise, to decrease
significantly the amount of merchandise purchased from the Company, or to
change their manner of doing business with the Company, could substantially
reduce revenues and materially adversely affect the Company's profitability.

CONSOLIDATION AND CHANGE IN THE RETAIL INDUSTRY MAY ELIMINATE EXISTING OR
POTENTIAL CUSTOMERS.

A number of apparel retailers have experienced significant changes and
difficulties over the past several years, including consolidation of
ownership, increased centralization of buying decisions, restructurings,
bankruptcies and liquidations. During past years, various apparel retailers,
including some of the Company's customers, have experienced financial
problems that have increased the risk of extending credit to those
retailers. Financial problems with respect to any of the Company's customers
could cause it to reduce or discontinue business with those customers or
require it to assume more credit risk relating to those customers'
receivables, either of which could have a material adverse effect on the
Company's business, results of operations and financial condition.

There has been and continues to be merger, acquisition and consolidation
activity in the retail industry. Future consolidation could reduce the
number of the Company's customers and potential customers. A smaller market
for the Company's products could have a material adverse impact on its
business and results of operations. In addition, it is possible that the
larger customers, which result from mergers or consolidations, could decide
to perform many of the services that the Company currently provides. If that
were to occur, it could cause the Company's business to suffer.

With increased consolidation in the retail industry, the Company is
increasingly dependent upon key retailers whose bargaining strength and
share of the Company's business is growing. Accordingly, the Company faces
greater pressure from these customers to provide more favorable trade terms.
The Company could be negatively affected by changes in the policies or
negotiating positions of its customers. The Company's inability to develop
satisfactory programs and systems to satisfy these customers could adversely
affect operating results in any reporting period.

LOSS OF KEY PERSONNEL COULD DISRUPT THE COMPANY'S OPERATIONS.

The Company's continued success is dependent on the ability to attract,
retain and motivate qualified management, administrative and sales personnel
to support existing operations and future growth. Competition for qualified
personnel in the apparel industry is intense and the Company competes for
these individuals with other companies that in many cases have greater
financial and other resources. The loss of the services of any members of
senior management, or the inability to attract and retain other qualified
personnel could have a material adverse effect on the Company's business,
results of operations and financial condition.

THE EXTENT OF THE COMPANY'S FOREIGN SOURCING AND MANUFACTURING MAY ADVERSELY
AFFECT THE COMPANY'S BUSINESS.

For fiscal 2005, approximately 93% of the Company's products were
manufactured outside the United States. As a result of the magnitude of the
Company's foreign sourcing and manufacturing, its business is subject to the
following risks:

     o   uncertainty caused by the elimination of import quotas in China.
         Such quotas have been replaced by safeguard provisions that
         continue to provide limits on importation of apparel on China. The
         operation and effects of these safeguard provisions are uncertain
         and could result in delays in imports and supplies. As a result,
         the Company will have to monitor and manage the Company's sourcing
         of products and develop alternative sourcing plans, if necessary,
         to alleviate the impact of any anticipated impact of safeguard
         provisions;

     o   political and economic instability in countries, including
         heightened terrorism and other security concerns, which could
         subject imported or exported goods to additional or more frequent
         inspections, leading to delays in deliveries or impoundment of
         goods;

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     o   imposition of regulations and quotas relating to imports, including
         quotas imposed by bilateral textile agreements between the United
         States and foreign countries;

     o   imposition of duties, taxes and other charges on imports;

     o   significant fluctuation of the value of the dollar against
         foreign currencies;

     o   restrictions on the transfer of funds to or from foreign countries;

     o   political instability, military conflict, or terrorism involving
         the United States, or any of the many countries where the Company's
         products are manufactured, which could cause a delay in
         transportation, or an increase in transportation costs of raw
         materials or finished product;

     o   disease epidemics and health related concerns, such as SARS or the
         mad cow or hoof and mouth disease outbreaks in recent years, which
         could result in closed factories, reduced workforces, scarcity of
         raw materials and scrutiny or embargoing of goods produced in
         infected areas;

     o   reduced manufacturing flexibility because of geographic distance
         between the Company and its foreign manufacturers, increasing the
         risk that the Company may have to mark down unsold inventory as a
         result of misjudging the market for a foreign-made product; and

     o   violations by foreign contractors of labor and wage standards and
         resulting adverse publicity.

If these risks limit or prevent the Company from selling or manufacturing
products in any significant international market, prevent the Company from
acquiring products from foreign suppliers, or significantly increase the
cost of the Company's products, its operations could be seriously disrupted
until alternative suppliers are found or alternative markets are developed,
which could negatively impact the Company's business.

THE SUCCESS OF THE COMPANY'S LICENSES DEPENDS ON THE VALUE OF THE LICENSED
BRANDS.

Many of the Company's products are produced under license agreements with
third parties. Similarly, the Company licenses some of its brand names to
other companies. The Company's success depends on the value of the brands
and trademarks that it licenses and sells. Brands that the Company licenses
from third parties are integral to its business as is the implementation of
its strategies for growing and expanding these brands and trademarks. The
Company markets some of its products under the names and brands of
recognized designers. The Company's sales of these products could decline if
any of those designer's images or reputations were to be negatively
impacted. Additionally, the Company relies on continued good relationships
with both licensees and licensors, of certain trademarks and brand names.
Adverse actions by any of these third parties could damage the brand equity
associated with these trademarks and brands, which could have a material
adverse effect on the Company's business, results of operations and
financial condition.

THE COMPANY'S PROFITABILITY AND EARNINGS COULD BE NEGATIVELY AFFECTED IF
SALES OF CERTAIN PRODUCTS ARE NOT SUFFICIENT TO OFFSET THE MINIMUM ROYALTY
PAYMENTS IT MUST PAY WITH RESPECT TO THESE PRODUCTS.

Many of the license agreements the Company has require significant minimum
royalty payments. The Company's ability to generate sufficient sales and
profitability to cover these minimum royalty requirements is not guaranteed
and if sales of such products are not sufficient to generate these minimum
payments, it could have a material adverse effect on the Company's business,
results of operations and financial conditions.


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THE COMPANY'S COMPETITIVE POSITION COULD SUFFER, IF ITS INTELLECTUAL
PROPERTY RIGHTS ARE NOT PROTECTED.

The Company believes that its trademarks, patents, technologies and designs
are of great value. From time to time, third parties have challenged, and
may in the future try to challenge, the Company's ownership of its
intellectual property. The Company is susceptible to others imitating its
products and infringing its intellectual property rights. The Company's
licensing agreements with more recognized designers may cause it to be more
susceptible to infringement of its intellectual property rights, as some of
the Company's brands enjoy significant worldwide consumer recognition and
generally higher pricing thus creating additional incentive for
counterfeiters and infringers. Imitation or counterfeiting of the Company's
products or infringement of its intellectual property rights could diminish
the value of its brands or otherwise adversely affect its revenues. The
Company cannot assure the reader that the actions it has taken to establish
and protect its trademarks and other intellectual property rights will be
adequate to prevent imitation of its products by others or to prevent others
from seeking to invalidate its trademarks or block sales of its products as
a violation of the trademarks and intellectual property rights of others. In
addition, the Company cannot assure the reader that others will not assert
rights in, or ownership of, its trademarks and other intellectual property
rights or in similar marks or marks that the Company licenses and/or markets
or that it will be able to successfully resolve these conflicts to the
Company's satisfaction. The Company may need to resort to litigation to
enforce its intellectual property rights, which could result in substantial
costs and diversion of resources.

FLUCTUATIONS IN THE PRICE, AVAILABILITY AND QUALITY OF RAW MATERIALS COULD
CAUSE DELAYS AND INCREASE COSTS.

Fluctuations in the price, availability and quality of the fabrics or other
raw materials used in the Company's manufactured apparel could have a
material adverse effect on cost of sales or its ability to meet customer
demands. The prices for fabrics depend largely on the market prices for the
raw materials used to produce them, particularly cotton. The price and
availability of the raw materials and, in turn, the fabrics used in the
Company's apparel may fluctuate significantly, depending on many factors,
including crop yields, weather patterns and changes in oil prices. The
Company may not be able to pass higher raw materials prices and related
transportation costs on to its customers.

THE COMPANY'S RELIANCE ON INDEPENDENT MANUFACTURERS COULD CAUSE DELAYS AND
DAMAGE CUSTOMER RELATIONSHIPS.

The Company uses independent manufacturers to assemble or produce a
substantial portion of its products. The Company is dependent on the ability
of these independent manufacturers to adequately finance the production of
goods ordered and maintain sufficient manufacturing capacity. The use of
independent manufacturers to produce finished goods and the resulting lack
of direct control could subject the Company to difficulty in obtaining
timely delivery of products of acceptable quality. The Company generally
does not have long-term contracts with any independent manufacturers.
Alternative manufacturers, if available, may not be able to provide the
Company with products or services of a comparable quality, at an acceptable
price or on a timely basis. There can be no assurance that there will not be
a disruption in the supply of the Company's products from independent
manufacturers or, in the event of a disruption, that it would be able to
substitute suitable alternative manufacturers in a timely manner. The
failure of any independent manufacturer to perform or the loss of any
independent manufacturer could have a material adverse effect on the
Company's business, results of operations and financial condition.

Additionally, the Company requires its manufacturers to operate in
compliance with applicable laws, rules and regulations regarding working
conditions, employment practices and environmental compliance. The Company
also sometimes imposes upon its business partners operating guidelines that
require additional obligations in those areas in order to promote ethical
business practices, and the Company's staff periodically visits and monitors
the operations of its independent manufacturers to determine compliance.
However, the Company does not control its independent manufacturers or their
labor and other business practices. If one of the Company's manufacturers
violates labor or other laws or implements labor or other business practices
that are generally regarded as unethical in the United States, the shipment
of finished products could be interrupted, orders could be cancelled,
relationships could be terminated and the Company's reputation could be
damaged. Any of these events could have a material adverse effect on the
Company's revenues and, consequently, its results of operations.

                                     9

<PAGE>
<PAGE>

ACQUISITIONS HAVE ACCOUNTED FOR A SIGNIFICANT PORTION OF THE COMPANY'S PAST
SALES GROWTH AND IT MAY NOT FIND SUITABLE ACQUISITION CANDIDATES IN THE
FUTURE.

Acquisitions have accounted for a significant portion of the Company's sales
growth in the past, and it expects to continue to generate a significant
portion of its sales growth through acquisitions in the future. The
Company's sales growth may be adversely affected if it is unable to find
suitable acquisition candidates at reasonable prices, it is not successful
in integrating any acquired businesses in a timely manner, or such
acquisitions do not achieve anticipated results. In addition, future
acquisitions could use substantial portions of the Company's available cash
for all or a portion of the purchase price. The Company could also issue
additional securities as consideration for these acquisitions, which could
cause its stockholders to suffer significant dilution.

ACQUISITIONS MAY CREATE TRANSITIONAL CHALLENGES.

The Company's business strategy includes growth through strategic
acquisitions. That strategy depends on the availability of suitable
acquisition candidates at reasonable prices and the Company's ability to
quickly resolve challenges associated with integrating these acquired
businesses into its existing business. These challenges include:

     o   integration of product lines, sales forces and manufacturing
         facilities;

     o   decisions regarding divestitures, inventory write-offs and other
         charges;

     o   employee turnover, including key management and creative personnel
         of the acquired businesses;

     o   disruption in product cycles;

     o   loss of sales momentum;

     o   maintenance of acceptable standards, controls, procedures and
         policies;

     o   potential disruption of ongoing business and distraction of
         management;

     o   impairment of relationships with employees and customers, as a result
         of integrating new personnel;

     o   inability to maintain relationships with customers of the acquired
         business;

     o   failure to achieve the expected benefits of the acquisition;

     o   expenses of the acquisition; and

     o   potential unknown liabilities and unanticipated expenses associated
         with the acquired businesses.


SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW MAY DELAY, DEFER OR
PREVENT A CHANGE IN CONTROL THAT THE COMPANY'S STOCKHOLDERS MIGHT CONSIDER
TO BE IN THEIR BEST INTERESTS.

The Company is subject to Section 203 of the Delaware General Corporation
Law, which, subject to certain exceptions, prohibits "business combinations"
between a publicly-held Delaware corporation and an "interested stockholder"
which is generally defined as a stockholder who becomes a beneficial owner
of 15% or more of a Delaware corporation's voting stock during the
three-year period following the date that such stockholder became an
interested stockholder. Section 203 could have the effect of delaying,
deferring or preventing a change in control of the Company that its
stockholders might consider to be in their best interests.

ITEM 1B.  UNRESOLVED STAFF COMMENTS
None.


                                     10

<PAGE>
<PAGE>

ITEM 2.  PROPERTIES
At January 28, 2006, the Company operated 35 distribution or production
facilities worldwide. The Company's operating facilities are primarily owned
or leased under operating leases that generally contain renewal options. The
Company leases its corporate office space in St. Louis County, Missouri and
New York City, as well as showrooms and division office space, a substantial
portion of which is in New York City.

WOMEN'S SPORTSWEAR
This segment currently operates eight warehousing and distribution centers
totaling approximately 2.2 million square feet including:

     o   A 533,000 square foot warehouse and distribution center in the
         Los Angeles area;
     o   A multi-tiered 880,000 square foot warehouse and distribution center
         in Trenton, Tennessee; and
     o   A 400,000 square foot warehouse and distribution center in
         Chico, California.

These facilities serve multiple divisions, thereby generating economies of
scale in warehousing and distribution activities.

Three facilities totaling approximately 558,000 square feet were closed
during February 2006 as part of the 2005 Restructuring Plan, as further
discussed in Note 2 to Consolidated Financial Statements.

MEN'S SPORTSWEAR
This segment currently operates one warehouse and distribution center and 13
manufacturing facilities totaling approximately 1.35 million square feet.
All of these facilities relate to the Company's Smart Shirts subsidiary.
Smart Shirts' subsidiaries manage operations in Hong Kong, Sri Lanka,
Philippines and China.

Additionally, this segment shares the warehousing and distribution center in
Trenton, Tennessee with the Women's Sportswear segment.

OTHER SOFT GOODS
This segment operates:

     o  Four domestic warehousing and distribution facilities and one
        warehousing and distribution facility in Canada totaling
        approximately 746,000 square feet;
     o  One manufacturing facility totaling approximately 71,000 square feet
        located in the Dominican Republic; and
     o  Two domestic warehousing and distribution facilities totaling
        approximately 211,000 square feet to support the buyer of the
        Biflex intimate apparel business.

Operations ceased at two facilities totaling approximately 100,000 square
feet as of January 28, 2006. These facilities were fully closed during
February and March of 2006 as part of the 2005 Restructuring Plan, as
further discussed in Note 2 to Consolidated Financial Statements.

In management's opinion, the Company's current facilities generally are well
maintained and provide adequate capacity for future operations. However,
management continues to evaluate the need to reposition the Company's
portfolio of businesses and facilities to meet the needs of the changing
markets it serves and to reflect the international business environment.

ITEM 3.  LEGAL PROCEEDINGS
The Company is currently party to various legal proceedings. While
management currently believes that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material
adverse impact on the Company's financial position or overall trends in
results of operations, litigation is subject to inherent uncertainties.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the last
quarter of the year covered by this report.


                                     11

<PAGE>
<PAGE>

PART II
-------

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
        MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
COMMON STOCK DATA

<CAPTION>
                                           2005                                        2004
                              -----------------------------               ------------------------------
                                Stock Price       Dividends                 Stock Price        Dividends
                               High      Low        Paid                   High      Low         Paid
                              ------    ------    ---------               ------    ------     ---------

<S>                           <C>       <C>         <C>                   <C>       <C>         <C>
First Quarter                 $30.55    $24.88      $0.16                 $43.60    $37.47      $0.16
Second Quarter                 28.42     23.75       0.16                  45.10     36.88       0.16
Third Quarter                  26.11     21.94       0.16                  41.13     31.32       0.16
Fourth Quarter                 24.84     21.83       0.16                  36.17     28.00       0.16
</TABLE>

Common stock of Kellwood Company is traded on the New York Stock Exchange,
ticker symbol KWD. At March 4, 2006, there were approximately 2,734
shareowners of record.

In July 2005, the Company announced a stock repurchase program (Stock
Repurchase Program). The Board of Directors authorized the Company to
repurchase, at the Company's discretion, up to ten percent of the
outstanding shares of its common stock through open market or privately
negotiated transactions. The Board of Directors has approved the investment
of up to $75,000,000 for this purpose. During fiscal year 2005, the Company
repurchased 2,218,200 shares at an average price of $24.99 per share,
totaling $55,430,070. Payments made under the Stock Repurchase Program are
recorded in Treasury Stock on the Consolidated Balance Sheet.

<TABLE>
<CAPTION>
                                                                                                  Maximum Number
                                                                          Total Number of         (or Approximate
                                                     Average Price       Shares (or Units)    Dollar Value) of Shares
                                Total Number of         as Paid        Purchased as Part of   (or Units) that May Yet
                               Shares (or Units)       per Share        Publicly Announced       Be Purchased Under
         Fiscal Month              Purchased           (or Unit)        Plans or Programs      the Plans or Programs
-----------------------------  -----------------     -------------     --------------------   -----------------------
<S>                            <C>                   <C>               <C>                    <C>
November (10/30/05-12/3/05)                    -     $           -                        -                   565,585
December (12/4/05-12/31/05)                    -                 -                        -                   565,585
January (1/1/06-1/28/06)                       -                 -                        -                   565,585
                               -----------------     -------------     --------------------   -----------------------
Total                                          -     $           -                        -                   565,585
                               =================     =============     ====================   =======================
</TABLE>


The Company has two stock option plans (one for employees and one for
non-employee directors) and a corporate development incentive plan, all of
which are publicly announced plans. Under these plans, the Company can
repurchase previously owned shares from employees to cover the exercise
price of the options or employee tax liabilities. The table below summarizes
stock repurchases under these programs for the fourth quarter of 2005.

                         Total Number of         Average Price
       Period           Shares Purchased        Paid per Share
-------------------     ----------------        --------------
10/30/05 - 12/3/05                   415        $        22.19
12/4/05 - 12/31/05                     -                     -
01/1/06 - 01/28/06                     -                     -
                        ----------------        --------------
Total                                415        $        22.19
                        ================        ==============


                                     12

<PAGE>
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data below for the last five fiscal years presents
consolidated financial information of Kellwood Company and subsidiaries and
have been derived from the Company's audited consolidated financial
statements (dollars in thousands, except per share data).


<TABLE>
<CAPTION>
                                            2005(4)          2004            2003       2002(1),(2)       2001
                                          ----------      ----------      ----------    -----------     ---------

<S>                                       <C>             <C>             <C>           <C>             <C>
Fiscal year ended                          1/28/2006       1/29/2005       1/31/2004     2/1/2003        2/2/2002

Net sales                                 $2,062,144      $2,199,976      $1,970,985    $1,743,840      $1,802,253

Net earnings from
   continuing operations                      23,103          64,387          67,847        37,707          40,699
Net (loss) earnings from
   discontinued operations (3), (5)          (61,516)          1,949            (456)        4,303          (2,969)
                                          ----------      ----------      ----------    ----------      ----------
Net (loss) earnings                       $  (38,413)     $   66,336      $   67,391    $   42,010      $   37,730
                                          ==========      ==========      ==========    ==========      ==========

Earnings (loss) per share:
   Basic:
     Continuing operations                $     0.86           $2.34           $2.56         $1.53           $1.79
     Discontinued operations (3), (5)          (2.28)           0.07           (0.02)         0.18           (0.13)
                                          ----------      ----------      ----------    ----------      ----------
     Net (loss) earnings                  $    (1.42)     $     2.41      $     2.54         $1.71           $1.66
                                          ==========      ==========      ==========    ==========      ==========
   Diluted:
     Continuing operations                $     0.85           $2.30           $2.50         $1.52           $1.78
     Discontinued operations (3), (5)          (2.27)           0.07           (0.02)         0.17           (0.13)
                                          ----------      ----------      ----------    ----------      ----------
     Net (loss) earnings                  $    (1.42)     $     2.37      $     2.49         $1.69           $1.65
                                          ==========      ==========      ==========    ==========      ==========

Cash dividends declared per share         $     0.64           $0.64           $0.64         $0.64           $0.64

Cash                                         432,825         261,009         178,678       209,516          68,721
Working capital                              689,238         720,909         581,001       591,680         539,828
Total assets                               1,513,646       1,579,892       1,292,074     1,254,579       1,044,424

Long-term debt                               494,806         469,657         271,877       278,115         307,869
Short-term debt                               13,571             149           2,743        26,596          18,811
Total debt                                   508,377         469,806         274,620       304,711         326,680

Shareowners' Equity                          609,367         713,524         639,688       559,119         456,699
Equity per Share                               22.49           25.45           23.60         22.48           19.93

<FN>
(1) During 2002, the Company made the decision to implement realignment
actions. These actions decreased 2002 earnings by $14,083 before tax ($9,112
after tax) or $0.37 per basic share ($0.37 per diluted share).

(2) Pursuant to Statement of Financial Accounting Standards No. 142, the
Company adopted new accounting for goodwill beginning in 2002. Under this
new accounting, goodwill is no longer amortized.

(3) During fiscal 2003, the Company discontinued its True Beauty by Emme(R)
operations and sold its domestic and European Hosiery operations. As such,
these operations have been reflected as discontinued operations for all
periods presented.

(4) During 2005, the Company announced a Restructuring Plan (the 2005
Restructuring Plan). The costs associated with the 2005 Restructuring Plan
decreased net earnings (loss) from continuing operations and net earnings
(loss) from discontinued operations for the fiscal year ended January 28,
2006 by $50,366 ($35,508 after tax) or $1.32 per basic share ($1.31 per
diluted share) and $71,948 ($50,508 after tax) or $1.87 per basic share
($1.86 per diluted share), respectively. Of the total costs mentioned above
for continuing operations, $2,450 ($1,727 after tax) was a decrease to net
sales. See Note 2 to Consolidated Financial Statements for further
information.

(5) During fiscal 2005, the Company discontinued its Kellwood New England,
several labels at its Oakland Operation, Private Label Menswear operations
and Intimate Apparel, as part of the 2005 Restructuring Plan. As such, these
operations have been reflected as discontinued operations for all periods
presented. See Note 2 to Consolidated Financial Statements for further
information.
</TABLE>

                                     13

<PAGE>
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

FINANCIAL REVIEW
----------------
The following discussion is a summary of the key factors management
considers necessary in reviewing the Company's results of operations,
liquidity, capital resources and operating segment results. The amounts and
disclosures included in management's discussion and analysis of financial
condition and results of operations, unless otherwise indicated, are
presented on a continuing operations basis. This discussion should be read
in conjunction with the Consolidated Financial Statements and related notes.

The Company's internal reporting utilizes net earnings, earnings per share
and gross profit excluding the impairment, restructuring and related
non-recurring charges and the tax benefit from repatriation discussed below.
Such items excluding the impairment, restructuring and related non-recurring
charges and the income tax benefit from repatriation are referred to as
ongoing. Management evaluates each of its divisions using these ongoing
measures in order to isolate the results of operations by excluding these
charges and benefits, which were infrequent and non-recurring. Therefore,
throughout management's discussion and analysis of financial condition and
results of operations, there will be a discussion of operating results both
including and excluding the impairment, restructuring and related
non-recurring charges. The ongoing amounts that exclude the impairment,
restructuring and related non-recurring charges are non-GAAP measures and
may not be comparable to measures used by other entities.

OPERATING RESULTS
-----------------

2005 RESTRUCTURING PLAN
During the second quarter of 2005, the Company announced a Restructuring
Plan (the 2005 Restructuring Plan) aimed at advancing the Company's
corporate objectives of increasing its penetration of consumer lifestyle
brands with strong growth and profit potential while reducing exposure to
smaller volume brands and certain private label businesses. The 2005
Restructuring Plan resulted from a thorough strategic reassessment of all of
the Company's business operations. This reassessment was performed in the
second quarter of 2005 and was directed by the Company's Chief Executive
Officer who was named to that position during the second quarter. The
strategic reassessment focused on the Company's businesses that had
experienced profitability issues and considered the alignment of the
businesses with the Company's refreshed strategy, which considered, among
other things, market place developments affecting the retail landscape and
the Company's retail customers.

Under the 2005 Restructuring Plan, the Company:

     o   Sold the Biflex and Dotti operations and shut down the remaining
         operations making up its Kellwood Intimate Apparel Group (Intimate
         Apparel) division;
     o   Sold the David Brooks operation and shut down the remaining
         operations making up its Kellwood New England division;
     o   Shut down its Private Label Menswear (which does not include the
         Company's Smart Shirts subsidiary) division;
     o   Restructured its Oakland Operation by exiting several labels to
         better focus on developing the Koret brand; and
     o   Made organization and support infrastructure changes for certain
         ongoing divisions and reviewed assumptions regarding future
         profitability and their effect on the realizability of fixed and
         intangible assets of certain brands, labels and operations.

The results of operations and impairment, restructuring and related
non-recurring charges for the businesses sold and shut down are reported as
discontinued operations. The gains and losses on consummated transactions
involving the sale of operations are included as part of net loss from
discontinued operations and are not significant. See Note 4 to Consolidated
Financial Statements for further information on the operating results and
financial position of the discontinued businesses.

Costs associated with the 2005 Restructuring Plan include impairment of
intangible assets, inventory and purchase commitment reserves, contractual
obligations, employee severance and termination benefits, fixed asset
impairment and sales allowances. The total cost of these actions is expected
to be approximately $155,000 before tax ($110,000 after tax or $4.06 per
diluted share). Of this amount, $122,314 before tax ($86,016 after tax or
$3.17 per diluted share) was recorded in 2005. The remaining amounts will be
charged in 2006 and later years as required by Generally Accepted Accounting
Principles.


                                     14

<PAGE>
<PAGE>
The reduction in the total expected cost of the 2005 Restructuring Plan from
the original estimate of $225,000 before tax ($155,000 after tax or $5.51
per diluted share) to the current estimate of $155,000 before tax ($110,000
after tax or $4.06 per diluted share) is due to a number of factors:

     o    Much better than anticipated sales to existing customers without
          significant order cancellations or price concessions resulted in
          realization of inventory at higher than expected amounts;

     o    The sales of the assets of Biflex, Dotti and David Brooks resulted
          in realization of inventory at higher than expected amounts;

     o    New York office relocations, success in subleasing and assumptions
          by asset buyers were all better than anticipated, resulting in
          lower lease obligation costs;

     o    Hiring of associates by the buyers of assets and attrition were
          better than planned, resulting in lower severance costs; and

     o    Customer markdown support and chargebacks did not materialize at
          higher than normal levels to the extent anticipated.

The following table summarizes the total costs associated with the 2005
Restructuring Plan in 2005 and in 2006 and later for continuing and
discontinued operations.

<TABLE>
<CAPTION>
                                Continuing Operations          Discontinued Operations                   Total
                           ------------------------------   -----------------------------    ------------------------------
                               Pretax         After tax         Pretax         After tax        Pretax         After tax
                           --------------  --------------   --------------  --------------   --------------  --------------
<C>                        <C>             <C>              <C>             <C>              <C>             <C>
2005                       $       50,366  $       35,508   $       71,948  $       50,508   $      122,314  $       86,016
2006 and later                     28,517          20,926            4,169           3,058           32,686          23,984
                           --------------  --------------   --------------  --------------   --------------  --------------
Total                      $       78,883  $       56,434   $       76,117  $       53,566   $      155,000  $      110,000
                           ==============  ==============   ==============  ==============   ==============  ==============
</TABLE>

The impact of the actions in connection with the 2005 Restructuring Plan on
the Company's reportable segments (before tax) is as follows:

<TABLE>
<CAPTION>
                               Continuing Operations          Discontinued Operations                 Total
                           ------------------------------  -----------------------------  ------------------------------
                                              Provision                       Provision                      Provision
                                Total          through          Total          through         Total          through
                              Expected       January 28,      Expected       January 28,     Expected       January 28,
                                Cost            2006            Cost            2006           Cost            2006
                           --------------  --------------  --------------  -------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>            <C>             <C>
Women's Sportswear         $       40,101  $       15,676  $       21,369  $      20,769  $       61,470  $       36,445
Men's Sportswear                        -               -          14,545         12,848          14,545          12,848
Other Soft Goods                    1,068             676          34,823         34,033          35,891          34,709
General Corporate                  37,714          34,014           5,380          4,298          43,094          38,312
                           --------------  --------------  --------------  -------------  --------------  --------------
   Total                   $       78,883  $       50,366  $       76,117  $      71,948  $      155,000  $      122,314
                           ==============  ==============  ==============  =============  ==============  ==============
</TABLE>

Total cash outlays related to the 2005 Restructuring Plan are expected to be
$20,000, net of tax benefits. Actions taken under the 2005 Restructuring
Plan were substantially complete at the end of 2005.

In 2005, the costs related to the 2005 Restructuring Plan were recorded as
follows:

<TABLE>
<CAPTION>
                                                     Fiscal Year Ended January 28, 2006
                                            -------------------------------------------------------
                                               Continuing        Discontinued
                                               Operations         Operations             Total
                                            ---------------     ---------------     ---------------
<S>                                         <C>                 <C>                 <C>
Net sales                                   $         2,450     $         2,266     $         4,716
Cost of products sold                                 5,575              11,751              17,326
Restructuring and other
   non-recurring charges                              9,582              33,000              42,582
Impairment of goodwill
   and intangible assets                             30,909              18,657              49,566
Fixed asset impairment                                1,850               6,274               8,124
                                            ---------------     ---------------     ---------------
Total pretax cost                           $        50,366     $        71,948     $       122,314
                                            ===============     ===============     ===============
Total after tax cost                        $        35,508     $        50,508     $        86,016
                                            ===============     ===============     ===============
Diluted loss per share                      $          1.31     $          1.86     $          3.17
                                            ===============     ===============     ===============
</TABLE>
                                     15

<PAGE>
<PAGE>

The major components of the impairment, restructuring and related
non-recurring charges and the activity through January 28, 2006 included in
continuing operations were as follows:

<TABLE>
<CAPTION>
                                           2005           2005            2005        Accrual as of
                                         Provision      Reversals     Utilization   January 28, 2006
                                       -------------  -------------  -------------  ----------------
<S>                                    <C>            <C>            <C>              <C>
Inventory and Purchase
   Commitment Reserves                 $       7,602  $      (2,027) $      (2,865)   $       2,710
Fixed Asset Impairment                         2,152           (302)        (1,850)               -
Sales Allowances                               2,450              -         (2,400)              50
Contractual Obligations                        9,247           (451)        (5,246)           3,550
Employee Severance and
   Termination Benefits                          786              -           (266)             520
Impairment of Intangible Assets               30,909              -        (30,909)               -
                                       -------------  -------------  -------------    -------------
Total                                  $      53,146  $      (2,780) $     (43,536)   $       6,830
                                       =============  =============  =============    =============
</TABLE>

The major components of the impairment, restructuring and related
non-recurring charges and the activity through January 28, 2006 included in
discontinued operations were as follows:

<TABLE>
<CAPTION>
                                           2005           2005            2005        Accrual as of
                                         Provision      Reversals     Utilization   January 28, 2006
                                       -------------  -------------  -------------  ----------------
<S>                                    <C>            <C>            <C>              <C>
Inventory and Purchase
   Commitment Reserves                 $      54,651  $     (42,900) $     (10,478)   $       1,273
Fixed Asset Impairment                         8,575         (2,301)        (6,274)               -
Sales Allowances                               5,110         (2,844)             -            2,266
Contractual Obligations                       21,219         (1,901)        (9,011)          10,307
Employee Severance and
   Termination Benefits                       13,682              -         (3,899)           9,783
Impairment of Intangible Assets               18,657              -        (18,657)               -
                                       -------------  -------------  -------------    -------------
Total                                  $     121,894  $     (49,946) $     (48,319)   $      23,629
                                       =============  =============  =============    =============
</TABLE>

Inventory and Purchase Commitment Reserves include provisions to reduce
inventory and purchase commitments to net realizable values. Fixed Asset
Impairment includes provisions for fixed assets that were determined to be
impaired in connection with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, and were written down to their fair values less cost to sell. Sales
Allowances include provisions for anticipated increased deductions taken by
customers on previous sales for discontinued businesses, as a direct result
of the discontinuance plans. Contractual Obligations are adverse contractual
arrangements under which losses are probable and estimatable and where there
is no future economic benefit. These include leases and minimum payments
under license agreements. Employee Severance and Termination Benefits are
provided for in accordance with SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. Total employee severance and
termination benefits will be recorded as incurred and relates to
approximately 1,500 employees. See Note 5 to Consolidated Financial
Statements for more information on the Impairment of Intangible Assets.

The change in estimate related to reversals of amounts originally provided
for non-recurring inventory and purchase commitment reserves as part of
discontinued operations resulted primarily from much better than anticipated
sales to existing customers without significant order cancellations or price
concessions. Additionally, the sales of the assets of Biflex, Dotti and
David Brooks resulted in realization of inventory at close to its carrying
value.

DISCONTINUED OPERATIONS
Related to the Company's 2005 Restructuring Plan, as discussed in the
previous section and in Note 2 to Consolidated Financial Statements, the
Company's Private Label Menswear (which does not include the Company's Smart
Shirts subsidiary) and several labels at its Oakland Operation were
discontinued during the fourth quarter of 2005. During the third quarter of
2005, the Company's Intimate Apparel and Kellwood New England operations
became discontinued. Prior to being classified as discontinued, Kellwood New
England and the labels at the Oakland Operation were included in the Women's
Sportswear segment, the Private Label Menswear operations were included in
the Men's Sportswear segment, and Intimate Apparel was included in the Other
Soft Goods segment.

During the fourth quarter of 2003, the Company discontinued its True Beauty
by Emme(R) (True Beauty) operations. This included the termination of the
related license agreement. Prior to being classified as discontinued, True
Beauty was included in the Women's Sportswear segment.


                                     16

<PAGE>
<PAGE>

During the third quarter of 2003, the Company finalized an agreement to sell
its domestic and European hosiery (Hosiery) operations for $7,500 plus
reimbursement of $2,800 for costs incurred by the Company in connection with
the closure of certain facilities. As such, the operations of the Hosiery
business were discontinued. The restructuring charges associated with the
Hosiery operations were accrued in the opening balance sheet in connection
with the Gerber acquisition. Adjustments to such estimates were offset to
goodwill in 2003 and 2004 causing no impact to earnings. Prior to being
classified as discontinued, the Hosiery operations were included in the
Men's Sportswear segment.

The results of operations and impairment, restructuring and related
non-recurring charges for the discontinued businesses (as discussed in Note
2 to Consolidated Financial Statements) are reported as discontinued
operations for all periods presented. Additionally, assets and liabilities
of the discontinued businesses are segregated in the Company's Consolidated
Balance Sheet.

Operating results for the discontinued operations, including all charges
incurred during the periods presented for the 2005 Restructuring Plan
related to these divisions as described in Note 2 to Consolidated Financial
Statements, are as follows:

<TABLE>
<CAPTION>
                                                              Fiscal Year
                                            ------------------------------------------------
                                                  2005            2004             2003
                                            ---------------  --------------  ---------------
<S>                                         <C>              <C>             <C>
Net sales                                   $       289,254  $      355,729  $       426,619
                                            ===============  ==============  ===============
Impairment, restructuring and related
  non-recurring charges                     $        57,931  $            -  $             -
                                            ===============  ==============  ===============
(Loss) earnings before income taxes                 (89,040)          3,422          (10,698)
Income taxes                                        (27,524)          1,473          (10,242)
                                            ---------------  --------------  ---------------
Net (loss) earnings                         $       (61,516) $        1,949  $          (456)
                                            ===============  ==============  ===============
</TABLE>

The 2005 income tax rate of 30.9% for discontinued operations differs from
the Company's overall tax rate due to the non-deductibility of certain costs
(goodwill impairment) recorded under the 2005 Restructuring Plan. The 2004
income tax rate of 43.1% for discontinued operations differs from the
Company's overall 2004 tax rate due to foreign losses for which no benefit
will be obtained. Additionally, in connection with the sale of the Hosiery
business in 2003, an after-tax gain of approximately $2,580 was recorded and
included in discontinued operations. The income tax benefit recognized in
2003 includes the benefit from a higher tax basis in the Hosiery operation's
assets than that recorded for book purposes.

Summarized assets and liabilities of the discontinued operations are as
follows:

<TABLE>
<CAPTION>
                                                                  2005             2004
                                                             --------------  ---------------
<S>                                                          <C>             <C>
Cash                                                         $          241  $           385
Receivables, net                                                     27,032           71,036
Inventories                                                           2,113           61,744
Current deferred taxes and prepaid expenses                          33,289            5,838
                                                             --------------  ---------------
Current assets of discontinued operations                    $       62,675  $       139,003
                                                             ==============  ===============

Property, plant and equipment, net                           $           85  $         6,207
Intangible assets, net                                                    -           10,361
Goodwill                                                                  -            9,234
Other assets                                                            804            1,881
                                                             --------------  ---------------
Long-term assets of discontinued operations                  $          889  $        27,683
                                                             ==============  ===============

Accounts payable                                             $        7,779  $        24,815
Accrued liabilities                                                  23,109            6,887
                                                             --------------  ---------------
Current liabilities of discontinued operations               $       30,888  $        31,702
                                                             ==============  ===============
</TABLE>

The Company retained the accounts receivable for the operations that were
sold. Inventory amounts in 2005 are for product that could not be liquidated
in 2005 but which has been substantially liquidated in February 2006. The
accrued liabilities represent charges taken in connection with the 2005
Restructuring Plan that have not yet been paid.


                                     17

<PAGE>
<PAGE>

FISCAL 2005 VS. 2004
--------------------
Summarized comparative financial data for continuing operations for fiscal
2005 and 2004 are as follows (percentages are calculated based on actual
data, and columns may not add due to rounding):

<TABLE>
<CAPTION>
                                                 Amounts                   % change                 % of Sales
                                         2005               2004           2004-2005           2005             2004
                                    --------------    ---------------   ---------------   --------------   --------------

<S>                                 <C>               <C>                      <C>               <C>              <C>
Net sales                           $    2,062,144    $     2,199,976            (6.3%)           100.0%           100.0%
Cost of products sold                    1,637,433          1,720,810            (4.8%)            79.4%            78.2%
                                    --------------    ---------------   -------------    --------------   --------------
Gross profit                               424,711            479,166           (11.4%)            20.6%            21.8%
SG&A                                       333,082            346,410            (3.8%)            16.2%            15.7%
                                    --------------    ---------------   -------------    --------------   --------------
Operating earnings before
   amortization and impairment,
   restructuring and related non-
   recurring charges (1)                    91,629            132,756           (31.0%)             4.4%             6.0%
Amortization of intangibles                 10,685             11,804            (9.5%)             0.5%             0.5%
Impairment, restructuring and
   related non-recurring charges            42,341                  -           100.0%              2.1%             0.0%
                                    --------------    ---------------   -------------    --------------   --------------
Operating earnings                          38,603            120,952           (68.1%)             1.9%             5.5%
Interest expense, net                       23,240             25,860           (10.1%)             1.1%             1.2%
Other (income) and expense, net             (1,346)            (2,126)          (36.7%)            (0.1%)           (0.1%)
                                    --------------    ---------------   -------------    --------------   --------------
Earnings before taxes                       16,709             97,218           (82.8%)             0.8%             4.4%
Income taxes                                (6,394)            32,831          (119.5%)            (0.3%)            1.5%
                                    --------------    ---------------   -------------    --------------   --------------
Net earnings from
   continuing operations            $       23,103    $        64,387           (64.1%)             1.1%             2.9%
                                    ==============    ===============   =============    ==============   ==============
Effective tax rate                           (38.3%)             33.8%
                                    ==============    ===============

<FN>
(1) Operating earnings before amortization and impairment, restructuring and
related non-recurring charges is a non-GAAP measure that differs from
operating earnings in that it excludes amortization of intangibles and
impairment, restructuring and related non-recurring charges. Operating
earnings before amortization and impairment, restructuring and related
non-recurring charges should not be considered as an alternative to
operating earnings. Operating earnings before amortization and impairment,
restructuring and related non-recurring charges is the primary measure used
by management to evaluate the Company's performance, as well as the
performance of the Company's divisions and segments. Management believes the
comparison of operating earnings before amortization and impairment,
restructuring and related non-recurring charges between periods is useful in
showing the interaction of changes in gross profit and SG&A without
inclusion of the amortization of intangibles and impairment, restructuring
and related non-recurring charges, the changes in which are explained
elsewhere. The subtotal of operating earnings before amortization and
impairment, restructuring and related non-recurring charges may not be
comparable to any similarly titled measure used by another company.
</TABLE>


                                     18

<PAGE>
<PAGE>

RECONCILIATION OF OPERATING RESULTS - CONTINUING OPERATIONS: The following
table provides operating results for continuing operations for the fiscal
years ended January 28, 2006 and January 29, 2005 (amounts based on actual
data, therefore columns/rows may not add due to rounding). The table
provides non-GAAP operating results for fiscal year ended January 28, 2006
for ongoing operations, impairment, restructuring and related non-recurring
charges and the income tax benefit from repatriation separately, which
reconciles to the results for the consolidated Company as presented in the
Consolidated Financial Statements. The non-GAAP results of operations
for the ongoing operations are presented separately from impairment,
restructuring and related non-recurring charges and the income tax benefit
from repatriation in order to enhance the user's overall understanding of
the Company's current financial performance. The Company believes the
non-GAAP adjusted operating results provide useful information to both
management and investors by excluding unusual and non-recurring benefits and
expenses that the Company believes are not indicative of the Company's core
operating results. Operating results for ongoing operations is the primary
measure used by management to evaluate the Company's performance, as well as
the performance of the Company's divisions and segments. The non-GAAP
financial information should be considered in addition to, not as a
substitute for or as being superior to, operating income, cash flows or
other measures of financial performance prepared in accordance with GAAP.
The operating results for the 2004 fiscal year ended January 29, 2005 do not
include impairment, restructuring and related non-recurring charges or the
income tax benefit from repatriation. The following reconciliation and
analysis is for continuing operations only.

<TABLE>
<CAPTION>
                                                                2005
                               --------------------------------------------------------------------
                                                   Impairment,
                                                  restructuring
                                                   and related
                                                  non-recurring     Repatriation          Total
                                   Ongoing           charges         tax benefit       Continuing           2004
                               ---------------   ---------------   --------------   ---------------   ---------------

<S>                            <C>               <C>               <C>              <C>               <C>
Net sales                      $     2,064,594   $        (2,450)  $            -   $     2,062,144   $     2,199,976
Cost of products sold                1,631,858             5,575                -         1,637,433         1,720,810
SG&A                                   333,082                 -                -           333,082           346,410
Amortization of intangibles             10,685                 -                -            10,685            11,804
Impairment, restructuring
   and related non-recurring
   charges                                   -            42,341                -            42,341                 -
Interest expense, net                   23,240                 -                -            23,240            25,860
Other (income) and
   expense, net                         (1,346)                -                -            (1,346)           (2,126)
                               ---------------   ---------------   --------------   ---------------   ---------------
Earnings (loss) before taxes            67,075           (50,366)               -            16,709            97,218
Income taxes                            21,464           (14,858)         (13,000)           (6,394)           32,831
                               ---------------   ---------------   --------------   ---------------   ---------------
Net earnings (loss)            $        45,611   $       (35,508)  $       13,000   $        23,103   $        64,387
                               ===============   ===============   ==============   ===============   ===============
Effective tax rate                        32.0%             29.5%
                               ===============   ===============
</TABLE>


                                     19

<PAGE>
<PAGE>

CONTINUING OPERATIONS - ONGOING OPERATIONS: The following table provides
summarized financial data for the fiscal years ended January 28, 2006 and
January 29, 2005 (amounts based on actual data, therefore columns/rows may
not add due to rounding). The table provides non-GAAP summarized financial
data for the fiscal year ended January 28, 2006 for ongoing operations.
This table presents the same information for the ongoing operations as
presented in the Reconciliation of Operating Results - Continuing Operations
shown earlier. The non-GAAP financial information should be considered in
addition to, not as a substitute for or as being superior to, operating
income, cash flows or other measures of financial performance prepared in
accordance with GAAP.

<TABLE>
<CAPTION>
                                             Amounts                   % change         % of Sales
                                     2005             2004         2004-2005   2005        2004
                               ---------------   ---------------   ---------  -------   ----------

<S>                            <C>               <C>                 <C>      <C>         <C>
Net sales                      $     2,064,594   $     2,199,976      (6.2%)  100.0%      100.0%
Cost of products sold                1,631,858         1,720,810      (5.2%)   79.0%       78.2%
                               ---------------   ---------------     ------   ------      ------
Gross profit                           432,736           479,166      (9.7%)   21.0%       21.8%
SG&A                                   333,082           346,410      (3.8%)   16.1%       15.7%
                               ---------------   ---------------     ------   ------      ------
Operating earnings
   before amortization (1)              99,654           132,756     (24.9%)    4.8%        6.0%
Amortization of intangibles             10,685            11,804      (9.5%)    0.5%        0.5%
                               ---------------   ---------------     ------   ------      ------
Operating earnings                      88,969           120,952     (26.4%)    4.3%        5.5%
Interest expense, net                   23,240            25,860     (10.1%)    1.1%        1.2%
Other (income) and
   expense, net                         (1,346)           (2,126)    (36.7%)   (0.1%)      (0.1%)
                               ---------------   ---------------     ------   ------      ------
Earnings before taxes                   67,075            97,218     (31.0%)    3.2%        4.4%
Income taxes                            21,464            32,831     (34.6%)    1.0%        1.5%
                               ---------------   ---------------     ------   ------      ------
Net earnings                   $        45,611   $        64,387     (29.2%)    2.2%        2.9%
                               ===============   ===============     ======   ======      ======
Effective tax rate                        32.0%             33.8%
                               ===============   ===============

<FN>
(1) Operating earnings before amortization is a non-GAAP measure that
differs from operating earnings in that it excludes amortization of
intangibles. Operating earnings before amortization should not be considered
as an alternative to operating earnings. Operating earnings before
amortization for ongoing divisions is the primary measure used by management
to evaluate the Company's performance, as well as the performance of the
Company's divisions and segments. Management believes the comparison of
operating earnings before amortization between periods is useful in showing
the interaction of changes in gross profit and SG&A without inclusion of
amortization of intangibles, the change in which is explained elsewhere. The
subtotal of operating earnings before amortization may not be comparable to
any similarly titled measure used by another company.
</TABLE>

SALES for ongoing operations for 2005 were $2,064,594, decreasing $135,382
or 6.2% versus 2004. The decline in sales was due to decreased sales of
popular-to-moderately priced women's sportswear brands and private label
business. Additionally, the dress market has shrunk dramatically.

GROSS PROFIT for ongoing operations for 2005 was $432,736 or 21.0% of sales,
decreasing $46,430 or 0.8 percentage points of sales versus 2004. The
decline in the Company's gross profit rate for the year resulted from
competitive price pressure and higher markdown expense, primarily in the
Women's Sportswear segment.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) for 2005 were $333,082,
decreasing $13,328 or 3.8% versus 2004. The decline in SG&A is primarily due
to a decrease in overhead, primarily compensation expense, in divisions
experiencing lower sales partially offset by increased advertising expense.
SG&A expense as a percentage of sales increased to 16.1% for 2005 from 15.7%
for 2004 due primarily to decreased sales. The Company has reduced SG&A
expense but the sales levels have decreased faster than the decrease in
SG&A.

AMORTIZATION OF INTANGIBLES for 2005 was $10,685, decreasing $1,119 or 9.5%
versus 2004. This decrease is a result of the impairment of intangible
assets, which resulted in a decline in amortization as well as certain of
the Company's intangible assets becoming fully amortized. See Note 5 to
Consolidated Financial Statements for further discussion.

INTEREST EXPENSE, NET for 2005 was $23,240, decreasing $2,620 or 10.1%
versus 2004 primarily due to an increase in interest income from increased
cash balances and higher interest rates on cash investments in 2005 as
compared to 2004.


                                     20

<PAGE>
<PAGE>

INCOME TAXES. In October 2004, the American Jobs Creation Act of 2004 (the
Act) was signed into law. The Act provides a special one-time deduction of
85% of foreign earnings that are repatriated under a domestic reinvestment
plan, as defined therein. During 2005, the Company adopted a formal domestic
reinvestment plan that resulted in the repatriation of $160,000 of foreign
earnings. This repatriation resulted in a one-time tax benefit of $13,000
recorded during the second quarter of 2005 due to the reversal of $23,500 of
previously provided taxes on foreign earnings, which will not be incurred
under the new regulations, offset by $10,500 of taxes provided on earnings
to be repatriated.

The Company's effective tax rate on earnings before income taxes before
impairment, restructuring and related non-recurring charges and the income
tax benefit from repatriation for 2005, was lowered in 2005 (32.0% in 2005
versus 33.8% in 2004) as the incremental U.S. tax on current year foreign
earnings was significantly less.

The Company's effective tax rate on all charges associated with the 2005
Restructuring Plan included in continuing operations was 29.5%. This
effective rate is less than the U.S. statutory rate of 35.0% primarily due
to the non-deductibility of the goodwill and intangible asset impairment
recorded under the 2005 Restructuring Plan.

The Company's continuing effective tax rate for 2005 including impairment,
restructuring and related non-recurring charges but excluding the effect of
repatriation of foreign earnings, discussed above, was 39.5%. This rate
differs from the U.S. statutory rate of 35.0% primarily due to
non-deductibility of goodwill and intangible asset impairment recorded under
the 2005 Restructuring Plan and to state taxes, partially offset by the
foreign tax rate.

WEIGHTED AVERAGE DILUTED SHARES outstanding decreased due to the Stock
Repurchase Program.

FISCAL 2004 VS. 2003
--------------------
Summarized comparative financial data for continuing operations for fiscal
2004 and 2003 are as follows (amounts based on actual data, therefore
columns/rows may not add due to rounding):

<TABLE>
<CAPTION>
                                                Amounts                 % change        % of Sales
                                         2004             2003          2003-2004     2004       2003
                                    --------------  ---------------     ---------    ------     ------

<S>                                 <C>             <C>                   <C>        <C>        <C>
Net sales                           $    2,199,976  $     1,970,985       11.6%      100.0%     100.0%
Cost of products sold                    1,720,810        1,552,538       10.8%       78.2%      78.8%
                                    --------------  ---------------       -----      -----      -----
Gross profit                               479,166          418,447       14.5%       21.8%      21.2%
SG&A                                       346,410          285,456       21.4%       15.7%      14.5%
                                    --------------  ---------------       -----      -----      -----
Operating earnings before
   amortization (1)                        132,756          132,991       (0.2%)       6.0%       6.7%
Amortization of intangibles                 11,804            7,902       49.4%        0.5%       0.4%
                                    --------------  ---------------       -----      -----      -----
Operating earnings                         120,952          125,089       (3.3%)       5.5%       6.3%
Interest expense, net                       25,860           24,676        4.8%        1.2%       1.3%
Other (income) and expense, net             (2,126)          (2,346)      (9.4%)      (0.1%)     (0.1%)
                                    --------------  ---------------       -----      -----      -----
Earnings before taxes                       97,218          102,759       (5.4%)       4.4%       5.2%
Income taxes                                32,831           34,912       (6.0%)       1.5%       1.8%
                                    --------------  ---------------       -----      -----      -----
Net earnings from
   continuing operations            $       64,387  $        67,847       (5.1%)       2.9%       3.4%
                                    ==============  ===============       =====      =====      =====
Effective tax rate                            33.8%            34.0%
                                    ==============  ===============

<FN>
(1) Operating earnings before amortization is a non-GAAP measure that
differs from operating earnings in that it excludes the amortization of
intangibles. Operating earnings before amortization should not be considered
as an alternative to operating earnings. Operating earnings before
amortization for continuing operations is the primary measure used by
management to evaluate the Company's performance as well as the performance
of the Company's divisions and segments. Management believes the comparison
of operating earnings before amortization between periods is useful in
showing the interaction of changes in gross profit and SG&A without
inclusion of the amortization of intangibles, the change in which is
explained elsewhere. The subtotal of operating earnings before amortization
may not be comparable to any similarly titled measure used by another
company.
</TABLE>


                                     21

<PAGE>
<PAGE>

SALES for 2004 were $2,199,976, increasing $228,991 or 11.6% versus 2003.
The increase in sales was due to the acquisition of Phat on February 3, 2004
($73,275), sales of key new brands and marketing initiatives of $161,831 and
increased sales in the base business of $54,745 partially offset by
discontinued brands and programs. The discontinued brands and programs
resulted in a decrease in sales of $60,860. The provision for discounts,
returns and allowances, which is accounted for as a reduction of sales,
increased $20,106 in 2004 due to the highly promotional women's sportswear
market along with some fashion missteps and merchandising assortment issues.
Also contributing to the increase in the provision for discounts, returns
and allowances, were a larger proportion of sales to customers who receive
higher allowances. These factors resulted in providing a higher level of
allowances to the retailers.

GROSS PROFIT for 2004 was $479,166 or 21.8% of sales, increasing $60,719 or
0.6 percentage points of sales versus 2003. The improvement in the Company's
gross profit rate in 2004 resulted from the acquisition of Phat partially
offset by decreases in the gross profit percent in the Women's Sportswear.
The decrease in the gross profit percent in the Women's Sportswear segment
was due to the increased provision for discounts, returns and allowances as
discussed in the previous paragraph, as well as a higher level of off-priced
sales related to early Spring 2005 merchandise.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) for 2004 were $346,410,
increasing $60,954 or 21.4% versus 2003. Approximately one half of the
increase is due to the acquisition of Phat. The remaining increase is due to
increased spending related to key new brands and marketing initiatives
partially offset by decreases in SG&A related to the base business.

AMORTIZATION OF INTANGIBLES for 2004 was $11,804, increasing $3,902 versus
2003 as a result of the amortization of identified intangible assets related
to Phat. Identified intangible assets are amortized over their estimated
economic useful lives.

INTEREST EXPENSE, NET for 2004 was $25,860, increasing $1,184 versus 2003
primarily due to the issuance of the convertible debentures during the
second quarter of 2004.

INCOME TAXES. The Company's effective tax rate for 2004 was 33.8%. This rate
is consistent with the full-year 2003 effective tax rate. The effective tax
rate was less than the U.S. statutory rate due to lower tax rates on
undistributed foreign earnings considered to be permanently reinvested
abroad.

WEIGHTED AVERAGE DILUTED SHARES outstanding increased due to option
exercises throughout the year.


                                     22

<PAGE>
<PAGE>


DISCONTINUED OPERATIONS: The following table provides summarized operating
results for the fiscal years ended January 28, 2006, January 29, 2005 and
January 31, 2004.

<TABLE>
<CAPTION>
                                                    Fiscal Year                              Percent Change
                               ---------------------------------------------------  ---------------------------------
                                     2005              2004             2003            2004-2005        2003-2004
                               ----------------  ---------------  ----------------  ---------------- ----------------
<S>                            <C>               <C>              <C>                      <C>              <C>
Net sales                      $        289,254  $       355,729  $        426,619           (18.7%)          (16.6%)
Cost of products sold                   273,549          292,855           351,204            (6.6%)          (16.6%)
                               ----------------  ---------------  ----------------  ---------------  ---------------
Gross profit                             15,705           62,874            75,415           (75.0%)          (16.6%)
SG&A                                     46,073           57,819            78,145           (20.3%)          (26.0%)
                               ----------------  ---------------  ----------------  ---------------  ---------------
Operating (loss) earnings
   before amortization and
   impairment, restructuring
   and related non-recurring
   charges (1)                          (30,368)           5,055            (2,730)             NM               NM
Amortization of intangibles                 842            1,630             1,711           (48.3%)           (4.8%)
Impairment, restructuring
   and related non-recurring
   charges                               57,931                -                 -              NM              0.0%
                               ----------------  ---------------  ----------------  ---------------  ---------------
Operating (loss) earnings               (89,141)           3,425            (4,441)             NM               NM
Interest (income) expense, net                -               (4)                4          (100.0%)             NM
Other (income) and
   expense, net                            (101)               7             6,253              NM            (99.9%)
                               ----------------  ---------------  ----------------  ---------------  ---------------
(Loss) earnings before taxes            (89,040)           3,422           (10,698)             NM               NM
Income taxes                            (27,524)           1,473           (10,242)             NM               NM
                               ----------------  ---------------  ----------------  ---------------  ---------------
Net (loss) earnings            $        (61,516) $         1,949  $           (456)             NM               NM
                               ================  ===============  ================  ===============  ===============
Effective tax rate                         30.9%            43.1%
                               ================  ===============

<CAPTION>
                                                    Percentages                                Difference
                                    -----------------------------------------          ---------------------------
As a percentage of net sales:        2005              2004             2003           2004-2005         2003-2004
-----------------------------       ------          -----------        ------          ---------         ---------
<S>                                 <C>               <C>              <C>               <C>              <C>
Net sales                           100.0%            100.0%           100.0%              0.0%             0.0%
Cost of products sold                94.6%             82.3%            82.3%             12.3%             0.0%
                                    -----             -----            -----             -----            -----
Gross profit                          5.4%             17.7%            17.7%            (12.3%)            0.0%
SG&A                                 15.9%             16.3%            18.3%             (0.4%)           (2.0%)
                                    -----             -----            -----             -----            -----
Operating (loss) earnings
   before amortization and
   impairment, restructuring
   and related non-recurring
   charges (1)                      (10.5%)             1.4%            (0.6%)           (11.9%)            2.0%
Amortization of intangibles           0.3%              0.5%             0.4%             (0.2%)            0.1%
Impairment, restructuring
   and related non-recurring
   charges                           20.0%              0.0%             0.0%             20.0%             0.0%
                                    -----             -----            -----             -----            -----
Operating (loss) earnings           (30.8%)             1.0%            (1.0%)           (31.8%)            2.0%
Interest (income) expense, net        0.0%              0.0%             0.0%              0.0%             0.0%
Other (income) and
   expense, net                       0.0%              0.0%             1.5%              0.0%            (1.5%)
                                    -----             -----            -----             -----            -----
(Loss) earnings before taxes        (30.8%)             1.0%            (2.5%)           (31.8%)            3.5%
Income taxes                         (9.5%)             0.4%            (2.4%)            (9.9%)            2.8%
                                    -----             -----            -----             -----            -----
Net (loss) earnings                 (21.3%)             0.5%            (0.1%)           (21.8%)            0.6%
                                    =====             =====            =====             =====            =====

<FN>
NM - Not meaningful

See following page for footnote (1) to above tables.
</TABLE>


                                     23

<PAGE>
<PAGE>


<FN>
(1) Operating (loss) earnings before amortization and impairment,
restructuring and related non-recurring charges is a non-GAAP measure that
differs from operating (loss) earnings in that it excludes amortization of
intangibles and impairment, restructuring and related non-recurring charges.
Operating (loss) earnings before amortization and impairment, restructuring
and related non-recurring charges should not be considered as an alternative
to operating (loss) earnings. Operating (loss) earnings before amortization
and impairment, restructuring and related non-recurring charges is the
primary measure used by management to evaluate the Company's performance, as
well as the performance of the Company's divisions and segments. Management
believes the comparison of operating (loss) earnings before amortization and
impairment, restructuring and related non-recurring charges between periods
is useful in showing the interaction of changes in gross profit and SG&A
without inclusion of the amortization of intangibles and impairment,
restructuring and related non-recurring charges, the changes in which are
explained elsewhere. The subtotal of operating (loss) earnings before
amortization and impairment, restructuring and related non-recurring charges
may not be comparable to any similarly titled measure used by another company.

Sales for 2005 were $289,254, decreasing $66,475 or 18.7% versus 2004, due
primarily to the loss of business after the announcement of the 2005
Restructuring Plan and to sales that were eliminated when certain
discontinued operations were sold prior to year end. Gross profit for 2005
was $15,705 or 5.4% of sales, decreasing $47,169 or 12.3 percentage points
of sales versus 2004. This decrease was caused primarily by $14,017 of sales
allowances and inventory reserves related to the 2005 Restructuring Plan
included in gross profit for 2005. SG&A expense for 2005 decreased $11,746
from 2004 primarily due to decreased spending at the discontinued
operations.

Sales for 2004 were $355,729, decreasing $70,890 or 16.6% versus 2003, due
primarily to sales decrease at the Company's intimate apparel division.
Gross profit for 2004 was $62,874, decreasing $12,541 versus 2003. The gross
profit percentage of sales was 17.7% in both 2004 and 2003. The amount of
gross profit decline resulted from the decreased sales. SG&A expense for
2004 decreased $20,326 due to significant cost reduction actions taken as a
result of the decreased sales.


                                     24

<PAGE>
<PAGE>

SEGMENT RESULTS
---------------
The Company and its subsidiaries are principally engaged in the apparel and
related soft goods industry. The Company's divisions are aggregated into the
following reportable segments:
     o   Women's Sportswear,
     o   Men's Sportswear,
     o   Other Soft Goods, and
     o   General Corporate.

RECONCILIATION: The following tables provide segment net sales and earnings
(loss) for the fiscal years ended January 28, 2006, January 29, 2005 and
January 31, 2004 for continuing operations (amounts are presented based on
actual data, therefore columns/rows may not add due to rounding). The tables
provide non-GAAP segment net sales and earnings (loss) for fiscal year ended
January 28, 2006 for ongoing operations and impairment, restructuring and
related non-recurring charges separately, which reconciles to the results
for the consolidated Company as presented in the Consolidated Financial
Statements. The non-GAAP segment net sales and earnings (loss) for ongoing
operations are presented separately to enhance the user's overall
understanding of the Company's current financial performance. The Company
believes the non-GAAP segment net sales and earnings (loss) for ongoing
operations provide useful information to both management and investors by
excluding sales and expenses that the Company believes are not indicative of
the Company's core operating results. Segment net sales and earnings (loss)
for ongoing operations are the primary measures used by management to
evaluate the Company's performance, as well as the performance of the
Company's divisions and segments. The non-GAAP financial information should
be considered in addition to, not as a substitute for or as being superior
to, operating income, cash flows or other measures of financial performance
prepared in accordance with GAAP. The following analysis excludes
discontinued operations.

<TABLE>
<CAPTION>
                                                      2005
                               --------------------------------------------------
                                                   Impairment,
                                                  restructuring
                                                   and related
                                                  non-recurring         Total
Net Sales                           Ongoing          charges         Continuing           2004              2003
---------                      ---------------   ---------------   --------------   ---------------   ---------------
<S>                            <C>               <C>               <C>              <C>               <C>
Women's Sportswear             $     1,247,112   $        (2,400)  $    1,244,712   $     1,389,464   $     1,305,881
Men's Sportswear                       498,061                 -          498,061           505,318           361,085
Other Soft Goods                       319,421               (50)         319,371           305,194           304,019
                               ---------------   ---------------   --------------   ---------------   ---------------
Total net sales                $     2,064,594   $        (2,450)  $    2,062,144   $     2,199,976   $     1,970,985
                               ===============   ===============   ==============   ===============   ===============

<CAPTION>
                                                      2005
                               --------------------------------------------------
                                                   Impairment,
                                                  restructuring
                                                   and related
                                                  non-recurring         Total
Segment earnings (loss)             Ongoing          charges         Continuing           2004              2003
-----------------------        ---------------   ---------------   --------------   ---------------   ---------------
<S>                            <C>               <C>               <C>              <C>               <C>
Women's Sportswear             $        69,429   $        (7,562)  $       61,867   $        97,817   $       115,360
Men's Sportswear                        43,262                 -           43,262            52,645            39,463
Other Soft Goods                        31,668              (463)          31,205            28,211            25,312
General Corporate                      (44,705)                -          (44,705)          (45,917)          (47,144)
                               ---------------   ---------------   --------------   ---------------   ---------------
Total segment earnings         $        99,654   $        (8,025)  $       91,629   $       132,756   $       132,991
                               ===============   ===============   ==============   ===============   ===============
</TABLE>


                                     25

<PAGE>
<PAGE>

Sales and segment earnings (loss) for ongoing operations by segment for
fiscal 2005, 2004 and 2003 were as follows (amounts are presented based on
actual data, therefore columns may not add due to rounding):

<TABLE>
<CAPTION>
                                                        Amounts                                 % change
                                    ----------------------------------------------    -----------------------------
                                         2005            2004            2003            2004-2005      2003-2004
                                    --------------  --------------  --------------    -------------  --------------
<S>                                 <C>             <C>             <C>                     <C>             <C>
Net Sales
---------
Women's Sportswear                  $    1,247,112  $    1,389,464  $    1,305,881          (10.2%)           6.4%
Men's Sportswear                           498,061         505,318         361,085           (1.4%)          39.9%
Other Soft Goods                           319,421         305,194         304,019            4.7%            0.4%
                                    --------------  --------------  --------------    ------------   -------------
Total net sales                     $    2,064,594  $    2,199,976  $    1,970,985           (6.2%)          11.6%
                                    ==============  ==============  ==============    ============   ==============

Segment earnings (loss)
-----------------------
Women's Sportswear                  $       69,429  $       97,817  $      115,360          (29.0%)         (15.2%)
Men's Sportswear                            43,262          52,645          39,463          (17.8%)          33.4%
Other Soft Goods                            31,668          28,211          25,312           12.3%           11.5%
General Corporate                          (44,705)        (45,917)        (47,144)          (2.6%)          (2.6%)
                                    --------------  --------------  --------------    ------------   -------------
Total segment earnings              $       99,654  $      132,756  $      132,991          (24.9%)          (0.2%)
                                    ==============  ==============  ==============    ============   =============

Segment earnings (loss) margins
-------------------------------
Women's Sportswear                             5.6%            7.0%            8.8%
Men's Sportswear                               8.7%           10.4%           10.9%
Other Soft Goods                               9.9%            9.2%            8.3%
General Corporate                               NM              NM              NM
                                    --------------  --------------  --------------
Total segment earnings                         4.8%            6.0%            6.7%
                                    ==============  ==============  ==============

<FN>
NM - Not meaningful
</TABLE>

WOMEN'S SPORTSWEAR. Sales for ongoing operations of Women's Sportswear for
2005 were $1,247,112, decreasing $142,352 or 10.2% versus 2004. The decrease
in sales is due primarily to reduced orders for some of the Company's
traditionally styled popular-to-moderately priced sportswear brands.
Additionally, the dress market has shrunk dramatically with some of the
Company's customers having either dropped the category altogether or
significantly cut open-to-buy. These decreases were partially offset by
growth in junior sportswear and suits.

Women's Sportswear segment earnings for ongoing operations for 2005 were
$69,429 or 5.6% of net sales, decreasing $28,388 or 1.4 percentage points of
net sales versus 2004, due to the decline in segment sales and the decrease
in gross profit as a percent of sales (20.1% for 2005 versus 21.2% for 2004)
related to markdown support provided to customers and higher off-price sales
for 2005 compared to 2004. This was partially offset by increased profit
from higher junior sportswear sales.

Sales of Women's Sportswear for 2004 were $1,389,464, increasing $83,583 or
6.4% versus 2003. The sales increase was primarily due to additional sales
of $152,875 from key new brands and marketing initiatives launched in 2003
including Calvin Klein(R), IZOD(R) and XOXO(R) sportswear and Liz
Claiborne(R) dresses and suits. This increase was partially offset by the
planned elimination of certain low margin business and a decline in the base
business (primarily the dress category).

Women's Sportswear segment earnings for 2004 were $97,817 or 7.0% of net
sales, decreasing $17,543 or 1.8 percentage points of net sales versus 2003.
The primary reasons for the decrease in segment earnings during 2004 were
increased markdowns and an increase in SG&A expense as a result of spending
on key new brands and marketing initiatives.

MEN'S SPORTSWEAR. Sales of Men's Sportswear for 2005 were $498,061,
decreasing $7,257 or 1.4% versus 2004 due primarily to decreased private
label sales.

Men's Sportswear segment earnings for 2005 were $43,262 or 8.7% of net
sales, decreasing $9,383 or 1.7 percentage points of net sales versus 2004.
The decrease in earnings was primarily due to decreasing private label and
branded margins resulting from increased competitive pricing pressure and
increased markdown support provided to customers.

Sales of Men's Sportswear for 2004 were $505,318, increasing $144,233 or
39.9% versus 2003. The acquisition of Phat provided $73,275 of sales. In
2004, the market for woven shirts was very strong, which helped drive
increases in both the branded and private label business sales, including
sales from the key new brands and marketing initiatives, were $70,958 for
2004.


                                     26

<PAGE>
<PAGE>

Men's Sportswear segment earnings for 2004 were $52,645, increasing $13,182
versus 2003. The improvement in earnings came from higher sales volume and
the acquisition of Phat ($8,071 for 2004) partially offset by increased SG&A
spending attendant with the growth in the base business.

OTHER SOFT GOODS. Sales for ongoing operations of Other Soft Goods for 2005
were $319,421, increasing $14,227 or 4.7%. The increase in sales was due to
the strength of the Company's major consumer brands as retail selling
prices were flat across most product categories following several years of
price deflation. Segment earnings for ongoing operations of Other Soft Goods
for 2005 were $31,668, increasing $3,457 versus 2004. Segment earnings
increased due primarily to the increase in sales.

Sales of Other Soft Goods for 2004 were $305,194, increasing $1,175 or 0.4%.
Segment earnings of Other Soft Goods for 2004 were $28,211, increasing
$2,899 versus 2003. The increase in segment earnings was primarily due to an
increase in gross margin percentage resulting from closing one distribution
center at Gerber and improvement in bad debt expense.

GENERAL CORPORATE. General corporate expenses for 2005 were $44,705,
decreasing $1,212 or 2.6% versus 2004. The decrease resulted from reduced
operating expenses in several areas.

General corporate expenses for 2004 were $45,917, decreasing $1,227 or 2.6%
versus 2003 primarily as a result of the recording of a death benefits
accrual in 2003.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make certain
estimates and assumptions that affect amounts reported in the financial
statements and accompanying notes. Actual results will differ from those
estimates and assumptions and the differences may be material. Significant
accounting policies, estimates and judgments which management believes are
the most critical to aid in fully understanding and evaluating the reported
financial results are discussed below.

ACCOUNTS RECEIVABLE - RESERVES FOR ALLOWANCES
---------------------------------------------
Accounts receivable are recorded net of allowances for bad debts as well as
existing and expected future chargebacks from customers. It is the nature of
the apparel and soft goods industry that suppliers like the Company face
significant pressure from customers in the retail industry to provide
allowances to compensate for customer margin shortfalls. This pressure often
takes the form of customers requiring the Company to provide price
concessions on prior shipments as a prerequisite for obtaining future
orders. Pressure for these concessions is largely determined by overall
retail sales performance and, more specifically, the performance of the
Company's products at retail. To the extent the Company's customers have
more of the Company's goods on hand at the end of the season, there will be
greater pressure for the Company to grant markdown concessions on prior
shipments. The Company's accounts receivable balances are reported net of
expected allowances for these matters based on the historical level of
concessions required and the Company's estimates of the level of markdowns
and allowances that will be required in the coming season in order to
collect the receivables. The Company evaluates the allowance balances on a
continuing basis and adjusts them as necessary to reflect changes in
anticipated allowance activity.

ACCOUNTS RECEIVABLE - ALLOWANCE FOR DOUBTFUL ACCOUNTS
-----------------------------------------------------
The Company maintains an allowance for doubtful accounts receivable for
estimated losses resulting from customers that are unable to meet their
financial obligations. Estimation of the allowance for doubtful accounts by
the Company involves consideration of the financial condition of specific
customers as well as general estimates of future collectibility based on
historical experience and expected future trends. The estimation of these
factors involves significant judgment. In addition, actual collection
experience, and thus bad debt expense, can be significantly impacted by the
financial difficulties of as few as one customer.

INVENTORY VALUATION
-------------------
Inventories are recorded at cost. Inventory values are reduced to net
realizable value when there are factors indicating that certain inventories
will not be sold on terms sufficient to recover their cost. The Company's
products can be classified into two types: replenishment and
non-replenishment. Replenishment items are those basics (bras, dress shirts,
infant apparel, etc.) that are not highly seasonal or dependent on fashion
trends. The same products are sold by retailers 12 months a year, and styles
evolve slowly. Retailers generally replenish their stocks of these items as
they are sold. Only a relatively small portion of the Company's business
involves replenishment items.


                                     27

<PAGE>
<PAGE>

The majority of the Company's products consist of items that are
non-replenishment as a result of being highly tied to a season or fashion
look. These products are economically "perishable". The value of this
seasonal merchandise might be sufficient for the Company to generate a
profit over its cost at the beginning of its season, but by the end of its
season a few months later the same inventory might be salable only at less
than cost. For these products, the selling season generally ranges from
three to six months. The value may rise again the following year when the
season in which the goods sell approaches - or it may not, depending on the
level of prior year merchandise on the market and on year-to-year fashion
changes.

While some "prior year" merchandise is sold by the Company through its own
outlet stores, the majority of out-of-season inventories must be sold to
off-price retailers and other customers who serve a customer base that will
purchase prior year fashions. The amount, if any, that these customers will
pay for prior year fashions is determined by the desirability of the
inventory itself as well as the general level of prior year goods available
to these customers. The assessment of inventory value, as a result, is
highly subjective and requires an assessment of the seasonality of the
inventory, its future desirability, and future price levels in the
"off-price" sector.

Many of the Company's products are purchased for and sold to specific
customers' orders. Others are purchased in anticipation of selling them to a
specific customer. The loss of a major customer, whether due to the
customer's financial difficulty or other reasons, could have a significant
negative impact on the value of the inventory expected to be sold to that
customer. This negative impact can also extend to purchase obligations for
goods that have not yet been received. These obligations involve product to
be received into inventory over the next one to six months.

MARKET VALUE ASSESSMENTS OF GOODWILL AND INTANGIBLE ASSETS
----------------------------------------------------------
Before the implementation of SFAS No. 142, Goodwill and Other Intangible
Assets, the values of goodwill and intangible assets were written off over
the period expected to be benefited through regular amortization charges.
Under SFAS No. 142, goodwill and indefinite-lived intangible assets will no
longer be written off through periodic charges to the income statement over
the defined period. Future impairment charges may be required if the value
of the reporting unit becomes less than its book value. The determination of
the fair value of the reporting units is highly subjective, as it is
determined largely by projections of future profitability and cash flows.
This evaluation utilizes discounted cash flow analysis and analyses of
historical and forecasted operating results of the Company's reporting
units. The fair value of the reporting unit as a whole is compared to the
book value of the reporting unit (including goodwill). If a deficiency
exists, impairment will be calculated. Impairment is measured as the
difference between the fair value of the goodwill and its carrying amount.
The fair value of goodwill is the difference between the fair value of the
reporting unit as a whole and the fair value of the reporting unit's
individual assets and liabilities. The annual impairment testing is
performed in the fourth quarter, and additional testing would be necessary
if a triggering event were to occur in an interim period.

Identifiable intangible assets include trademarks, customer base and license
agreements, which are being amortized over their useful lives ranging from 2
to 20 years (weighted average life of 19 years). Impairment testing of these
would occur if and when a triggering event occurs.

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In December 2004, FASB issued SFAS No. 123R, Share-Based Payment. SFAS No.
123R sets accounting requirements for "share-based" compensation to
employees, requires companies to recognize in the statement of operations
the grant-date fair value of stock options and other equity-based
compensation issued to employees and disallows the use of the intrinsic
value method of accounting for stock compensation. This statement was to be
effective for all interim and annual reporting periods beginning after June
15, 2005; however, the Securities and Exchange Commission (SEC) adopted a
rule that amends the effective date for SFAS No. 123R for public companies.
The SEC's new rule allows public companies to implement SFAS No. 123R at the
beginning of their next fiscal year, instead of the next reporting period
that begins after June 15, 2005. The company will adopt SFAS No. 123R using
the modified prospective transition method, which will require the recording
of stock option expense in the statement of operations beginning on January
29, 2006, the first day of the first quarter of 2006. The Company expects
that stock option expense will approximate $2,800 and $900 (both amounts
after tax) in 2006 and 2007, respectively. The Company currently accounts
for stock-based compensation under APB Opinion 25, Accounting for Stock
Issued to Employees, and related interpretations, and has adopted the
disclosure-only provisions of SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure (see Note 1 to Consolidated Financial
Statements).


                                     28

<PAGE>
<PAGE>

Under APB Opinion 25, the Company has recognized the pro-forma expense for
stock options over the stated vesting period. For employees who are eligible
for retirement, SFAS No. 123R requires recognition of compensation expense
from the date of grant through the date an employee first becomes eligible
to retire. Upon adoption of SFAS No. 123R on January 29, 2006, the Company
will recognize the remaining unamortized cost of stock options granted to
employees who are eligible to retire. This will result in the acceleration
of approximately $1,400 (after tax) of compensation expense into the first
quarter of 2006 from the second, third and fourth quarters of 2006 and from
2007. The $1,400 of accelerated expense is included in the $2,800 of expense
for 2006 set forth in the prior paragraph.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an
amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies that abnormal
amounts of idle facility expense, freight, handling costs and spoilage
should be recognized as current-period charges and requires the allocation
of fixed production overheads to inventory based on the normal capacity of
the production facilities. SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005. Management believes the Company is accounting
for inventory in accordance with SFAS No. 151 and thus does not expect its
adoption to have a material impact on its consolidated financial position or
results of operations.

FINANCIAL CONDITION
-------------------
Cash flow from operations is the Company's primary source of funds to
finance operating needs, capital expenditures, debt service and
acquisitions. The Company uses financial leverage to minimize the overall
cost of capital and maintain adequate operating and financial flexibility.
Management monitors leverage through its debt-to-capital ratio (defined as
total debt divided by the sum of total debt and total shareowners' equity,
or total capital). As of January 28, 2006, the Company's debt-to-capital
ratio was 45.5%, up 5.8% from January 29, 2005 due to the Company's stock
repurchase program (Stock Repurchase Program).

The Company announced a Stock Repurchase Program of up to 10%, or $75,000,
of its stock. Under the Company's Stock Repurchase Program, the Company
repurchased 2,218,200 shares at an average price of $24.99 per share during
the third quarter of 2005. In addition, total cash outlays related to the
2005 Restructuring Plan are expected to be $20,000. Management believes that
the current cash will provide the capital flexibility necessary to fund the
restructuring and the announced stock repurchase program and to meet
existing obligations.

During 2005, the Company adopted a formal domestic reinvestment plan that
resulted in the repatriation of $160,000 of foreign earnings.

NET CASH PROVIDED BY OPERATING ACTIVITIES was $230,128 for 2005 compared to
$61,184 for 2004. This $168,944 increase was primarily due to the change in
working capital discussed below.

Working Capital

Working capital is significantly influenced by sales patterns, which are
highly seasonal. Inventories, accounts payable and accrued expenses are
highly dependent upon sales levels and order lead times. Receivable levels
are dependent upon recent months' sales and customer payment experience.

The year-to-year changes in the major components of working capital from
continuing operations are discussed below:

     o    Accounts receivable decreased $16,617 to $294,044 at January 28,
          2006 from $310,661 at January 29, 2005 due to decreased sales.

     o    Inventories decreased $63,455 to $206,403 at January 28, 2006 from
          $269,858 at January 29, 2005. Days supply now stands at 50 days
          compared to 54 days at January 29, 2005. The decrease in inventory
          levels was caused by decreased sales and strengthened inventory
          management. The decrease in inventory days supply is primarily due
          to improved inventory management.

     o    Accounts payable and accrued expenses increased $31,453 to
          $308,607 at January 28, 2006 from $277,154 at January 29, 2005 as
          a result of timing of inventory receipts and related payments.

Working capital of discontinued operations decreased $75,514 due to reduced
inventory and accounts receivable balances as these businesses are being
liquidated and sold, partially offset by prepaid taxes related to the
discontinued operations.

NET CASH USED IN INVESTING ACTIVITIES decreased to $28,228 for 2005 from
$169,659 for 2004. The net cash used in investing activities primarily
relates to acquisitions as discussed below. In addition to those described,
the Company continually evaluates possible acquisition candidates as a part
of its ongoing corporate development process. Various potential acquisition
candidates are in different stages of this process. Capital expenditures
were $19,652 for 2005, $23,317 for 2004 and $21,422 for 2003.


                                     29

<PAGE>
<PAGE>

FISCAL 2004. On February 3, 2004 the Company completed the acquisition of
Phat Fashions, LLC and Phat Licensing, LLC (together referred to as Phat).
Phat is a licensor of apparel for men, women and children, athletic shoes
and accessories through the Phat Farm(R) and Baby Phat(R) brands. The
acquisition of Phat adds important consumer lifestyle brands to Kellwood's
portfolio of brands.

The purchase price (including acquisition costs) for Phat was $141,934 in
cash. Included in this amount was the exercise price for Phat's option to
buyout the license from the menswear licensee for $25,000, which the Company
exercised in February 2004. Additional cash purchase consideration will be
due if Phat achieves certain specified financial performance targets for
2004 through 2010. Such consideration, if earned, would be accounted for as
additional goodwill. This additional cash purchase consideration is
calculated based on a formula applied to annual royalty revenue through
2010. A minimum level of royalty revenue must be earned in order for this
additional consideration to be paid. There is no maximum amount of
incremental purchase price. The additional consideration for 2004 was
$3,427, which was paid out during the second quarter of 2005 and was
recorded as additional goodwill at January 29, 2005. The additional
consideration for 2005 is estimated at $2,004, which resulted in an increase
to goodwill and accrued expenses in the fourth quarter of 2005.

The Phat acquisition was accounted for under the purchase method of
accounting. Accordingly, the results of Phat have been included in the
Consolidated Financial Statements from the acquisition date. Phat is part of
the Men's Sportswear segment.

FISCAL 2003. On February 4, 2003 the Company completed the acquisition of
substantially all the assets of Briggs New York Corp. (Briggs). This
acquisition was accounted for using the purchase method of accounting.
Briggs is a designer and marketer of moderately priced women's apparel. The
results of operations have been included in the Women's Sportswear segment
beginning in 2003.

The purchase price (including acquisition costs) for Briggs was $133,823 in
cash and 0.5 million shares of Kellwood common stock valued at $11,891.
Additional cash purchase consideration will be due if Briggs achieves
certain specified financial performance targets through 2006. Such
consideration, if earned, would be accounted for as additional goodwill.
This additional cash purchase consideration is calculated based on a formula
applied to annual operating results. A minimum level of performance must be
reached in order for this additional consideration to be paid. At this
minimum level of performance, additional consideration of $2,000 would be
paid for each of the four years after the acquisition (fiscal 2003 through
fiscal 2006). The amount of consideration increases with increased levels of
earnings. There is no maximum amount of incremental purchase price. The
amount of consideration paid to Briggs based on its 2004 performance was
$8,750, which was paid out during the first quarter of 2005 and was recorded
as additional goodwill at January 29, 2005. The additional consideration for
2005 is estimated at $6,487, which resulted in an increase to goodwill and
accrued expenses in the fourth quarter of 2005.

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES was ($30,084) for 2005,
decreasing $220,890 from $190,806 in 2004. The decrease was due to the
$200,000 of privately placed debt in 2004, discussed below. Debt proceeds
during 2005, also discussed below, totaled $38,565 and were offset by stock
purchases of $55,430 under the Stock Repurchase Program.

On December 21, 2005, the Company's Asian operations executed a $50,000
five-year unsecured, syndicated term and revolving credit facility agreement
to support its working capital needs (the Asian Credit Facility). The term
portion of the Asian Credit Facility (the Asian Term Credit Facility) is
$25,000 and requires semiannual payments of principal beginning November
2006. The revolving portion of the Asian Credit Facility (the Asian
Revolving Credit Facility) is $25,000 and can be used for borrowings and/or
letters of credit. Borrowings under the Asian Credit Facility bear interest
at LIBOR plus a spread ranging from 1.10% to 1.35% with such spread
depending on the Company's Asian operations' leverage ratio. The Asian
Credit Facility contains certain customary covenants, which among other
things, restrict the Company's Asian operations' ability to incur
indebtedness, grant liens, make investments and acquisitions and sell
assets. The financial covenants of the Asian Credit Facility include
requirements that the Company's Asian operations satisfy an interest
coverage ratio, a leverage ratio and a net worth maintenance covenant. At
January 28, 2006, there were $25,000 and $13,000 of borrowings outstanding
under the Asian Term Credit Facility and the Asian Revolving Credit
Facility, respectively.

During the second quarter of 2004, the Company privately placed $200,000 of
3.50% Convertible Senior Debentures. The debentures will mature on June 15,
2034, unless earlier converted, redeemed or repurchased by the Company. The
Company intends to use the proceeds from the offering for general corporate
purposes, which may include future acquisitions (see Note 6 to Consolidated
Financial Statements).


                                     30

<PAGE>
<PAGE>
On October 20, 2004, the Company executed a $400,000 five-year unsecured,
syndicated credit facility (the U.S. Revolving Credit Facility). The U.S.
Revolving Credit Facility can be used for borrowings and/or letters of
credit. Borrowings under the U.S. Revolving Credit Facility bore interest at
LIBOR plus a spread ranging from 0.60% to 1.25% with such spread depending
on the Company's leverage ratio. On September 1, 2005, the U.S. Revolving
Credit Facility was amended to accommodate the impact of the 2005
Restructuring Plan. The amendments to the U.S. Revolving Credit Facility
changed the interest rate spread to LIBOR plus 0.60% to 1.45%. In addition,
provisions were added to include a borrowing base calculation, and the
financial covenants were updated (see Note 6 to Consolidated Financial
Statements). It is not expected that any of these provisions will restrict
the Company from normal operations. At January 28, 2006, there were no
borrowings outstanding under the U.S. Revolving Credit Facility. Letters of
credit outstanding under the agreement were $18,929.

In addition to the revolving credit facilities discussed above, the Company
maintains informal uncommitted lines of credit, which totaled $35,859 at
January 28, 2006. There were $565 of borrowings outstanding under these
lines at January 28, 2006. The Company has $7,500 in outstanding letters of
credit used by its foreign subsidiaries under these lines at January 28,
2006.

After the announcement of the 2005 Restructuring Plan, Standard & Poor's
downgraded the Company's credit rating to BB from BBB-, and Moody's
downgraded the Company's credit rating to Ba2 from Ba1. These actions are
not expected to impact the Company's operations.

Management believes that the operating, cash and equity position of the
Company will continue to provide the capital flexibility necessary to fund
future opportunities and to meet existing obligations.

DISCLOSURES CONCERNING "OFF-BALANCE SHEET" ARRANGEMENTS. A Singaporean
manufacturing joint venture 50% owned by the Company has a $5,056 credit
facility. The Company has guaranteed one half of the amount of any borrowing
under this facility not otherwise paid when due by the joint venture. At
January 28, 2006, $1,829 was outstanding under this facility.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

A summary of the Company's long-term obligations at January 28, 2006 is as
follows:

<TABLE>
<CAPTION>
                                                            Future payments due by period
                                          ----------------------------------------------------------------
                                           Less than      1 - 3         4 - 5        After
                                            1 year        Years         Years       5 years       Total
                                          -----------  -----------   -----------  -----------  -----------
<S>                                       <C>          <C>           <C>          <C>          <C>
Long-term debt - principal                $         6  $    13,889   $   151,325  $   329,592  $   494,812
Long-term debt - interest                      29,664       58,366        40,287      231,639      359,956
Operating lease obligations                    25,009       37,488        17,158        5,941       85,596
Minimum royalty/
   advertising obligations                     34,733       51,262           100           50       86,145
Purchase orders/commitments                   288,129            -             -            -      288,129
Contingent purchase price - Briggs (1)          6,487            -             -            -        6,487
Contingent purchase price - Phat (2)            2,004            -             -            -        2,004
Deferred compensation (3)                       6,000        4,000         4,000        9,000       23,000
Unfunded pension obligations (4):
      Defined benefit plans                     1,000        2,000         2,000        4,000        9,000
      Multiemployer plans' exit liability       1,000        1,000         1,000        1,000        4,000
                                          -----------  -----------   -----------  -----------  -----------

Total                                     $   394,032  $   168,005   $   215,870  $   581,222  $ 1,359,129
                                          ===========  ===========   ===========  ===========  ===========
<FN>
(1) Additional cash purchase consideration will be due if Briggs achieves
certain specified financial performance targets through 2006. Such
consideration, if earned, would be accounted for as additional goodwill.
This additional cash purchase consideration is calculated based on a formula
applied to operating results. A minimum level of performance must be reached
in order for this additional consideration to be paid. At this minimum level
of performance, additional consideration of $2,000 would be paid for each
year through 2006. The amount of consideration increases with increased
levels of earnings. There is no maximum amount of incremental purchase
price. The table includes the estimated obligation based on actual 2005
performance only.
                                     31

<PAGE>
<PAGE>

(2) Additional cash purchase consideration will be due if Phat achieves
certain specified financial performance targets for 2004 through 2010. Such
consideration, if earned, would be accounted for as additional goodwill.
This additional cash purchase consideration is calculated based on a formula
applied to annual royalty revenue through 2010. A minimum level of royalty
revenue must be earned in order for this additional consideration to be
paid. There is no maximum amount of incremental purchase price. The table
includes the estimated obligation based on actual 2005 performance only.

(3) The timing of payment of the deferred compensation is based on the
individual participants' payment elections and the timing of their
retirement or termination. There are 124 participants in the deferred
compensation plan.

(4) The timing of the pension funding obligations associated with the
Company's frozen defined benefit pension plans and exit obligations under
multiemployer pension plans as discussed in Note 8 to Consolidated Financial
Statements and is dependent on a number of factors including investment
results and other factors that contribute to future pension expense.
</TABLE>

STOCK REPURCHASES:
In July 2005, the Company announced the Stock Repurchase Program. The Board
of Directors authorized the Company to repurchase, at the Company's
discretion, up to ten percent of the outstanding shares of its common stock
through open market or privately negotiated transactions. The Board of
Directors has approved the investment of up to $75,000 for this purpose.
During fiscal year 2005, the Company repurchased 2,218,200 shares at an
average price of $24.99 per share, totaling $55,430. Payments made under the
Stock Repurchase Program are recorded in Treasury Stock on the Consolidated
Balance Sheet. See Note 10 to Consolidated Financial Statements for further
information.

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
-----------------------------------------------------------
This Form 10-K contains statements which, to the extent they are not
statements of historical or present fact, constitute "forward-looking
statements" within the meaning of the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of
1995. These forward-looking statements represent the Company's expectations
or beliefs concerning future events and are based on various assumptions and
subject to a wide variety of risks and uncertainties. Although the Company
believes that its expectations reflected in the forward-looking statements
are reasonable, it cannot and does not give any assurance that such
expectations will prove to be correct.

The Company's forward-looking statements are based on certain assumptions,
and the Company's operations are subject to various risks and uncertainties.
Any one of these factors or any combination of these factors could
materially affect the results of the Company's operations and cause actual
results to differ materially from the Company's expectations. See Item 1A,
Risk Factors, of this Form 10-K.

The reader is also directed to the Company's periodic filings with the
Securities and Exchange Commission for additional factors that may impact
the Company's results of operations and financial condition.

The words "believe", "expect", "will", "estimate", "project", "forecast",
"planned", "should", "anticipate" and similar expressions may identify
forward-looking statements. Additionally, all statements other than
statements of historical facts included in this Form 10-K are
forward-looking.

Forward-looking statements are not guarantees, as actual results could
differ materially from those expressed or implied in forward-looking
statements. The Company specifically disclaims any obligation to publicly
update, modify, retract or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. All forward-looking
statements contained herein, the entire contents of the Company's website,
and all subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf, are expressly qualified in
their entirety by this cautionary statement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY RISK. The Company does not believe that it has significant
foreign currency transactional exposures. Almost all of the Company's sales
are denominated in U.S. dollars. Most of the Company's purchases are
denominated in U.S. dollars. A significant amount of the Company's
underlying sourcing and production costs would be impacted by changes in
local currencies. Sourcing is not concentrated in any one foreign country.
Approximately thirty percent is sourced in China with all other countries
representing less than ten percent each. The impact of a ten percent
unfavorable change in the exchange rate of the U.S. dollar against the
prevailing market rates of the foreign currencies in which the Company does
have transactional exposures would be immaterial. In addition, there are
discussions about strengthening the Chinese Renminbi against the U.S.
dollar. If this were to occur and subject to the extent of the revaluation,
the Company does not believe it will have a material impact on the financial
position or results of operations. These foreign currency risks are similar
to those experienced by the Company's competitors.

                                     32

<PAGE>
<PAGE>


INTEREST RATE RISK. At January 28, 2006, the Company's debt portfolio was
composed of 93% fixed-rate debt. Kellwood's strategy regarding management of
its exposure to interest rate fluctuations did not change significantly
during 2005. Management does not expect any significant changes in its
exposure to interest rate fluctuations or in how such exposure is managed in
the coming year.

Based on quoted market prices obtained through independent pricing sources
for the same or similar types of borrowing arrangements, the Company's
long-term debt has a market value of approximately $488,419, which compares
to the book value of $508,377.

Various financial instruments issued by the Company are sensitive to changes
in interest rates. Market interest rate changes would result in increases or
decreases in the market value of the Company's fixed-rate debt. With respect
to the Company's fixed-rate debt outstanding at January 28, 2006, a 10%
increase in interest rates would have resulted in approximately a $22,409
decrease in the market value of Kellwood's fixed-rate debt; a 10% decrease
in interest rates would have resulted in approximately a $24,344 increase in
the market value of Kellwood's fixed-rate debt.

COMMODITY PRICE RISK. Kellwood is subject to commodity price risk arising
from price fluctuations in the market prices of sourced garments and the
various raw materials that comprise its manufactured products (synthetic
fabrics, woolens, denim, cotton, etc.). The Company is subject to commodity
price risk to the extent that any fluctuations in the market prices of its
purchased garments and raw materials are not reflected by adjustments in
selling prices of its products or if such adjustments significantly trail
changes in these costs. Historically, there have been no significant risks
due to commodity price fluctuations. Kellwood does not use derivative
instruments in the management of these risks.

INFLATION RISK. Kellwood's inflation risks are managed by each division
through selective price increases when possible, productivity improvements
and cost-containment measures. Management does not believe that inflation
risk is material to the Company's business or its consolidated financial
position, results of operations or cash flows.


                                     33

<PAGE>
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
----------------------------------------------------

The management of Kellwood Company is responsible for the preparation of the
financial statements and other financial information included in this
report. Management believes that the consolidated financial statements
fairly reflect the form and substance of transactions and that the financial
statements reasonably present the Company's financial position and results
of operations in conformity with generally accepted accounting principles.
Management has also included in the Company's financial statements amounts
that are based on estimates and judgments, which it believes are reasonable
under the circumstances.

PricewaterhouseCoopers LLP audits the Company's consolidated financial
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States).

The Board of Directors, through its Audit Committee consisting solely of
non-management directors, meets periodically with management, the internal
auditors and PricewaterhouseCoopers LLP to discuss accounting, control,
auditing and financial reporting matters. Both the internal auditors and
PricewaterhouseCoopers LLP have direct access to the Audit Committee.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
----------------------------------------------------------------

The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a- 15(f). Under the supervision and with the
participation of our management, including the Company's Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the framework in Internal Control - Integrated Framework,
our management concluded that our internal control over financial reporting
was effective as of January 28, 2006.

Management's assessment of the effectiveness of our internal control over
financial reporting as of January 28, 2006 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting
firm, as stated in their report.


                                     34

<PAGE>
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Shareowners and Board of Directors of Kellwood Company:

We have completed integrated audits of Kellwood Company's 2005 and 2004
consolidated financial statements and of its internal control over financial
reporting as of January 28, 2006, and an audit of its 2003 consolidated
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Our opinions, based on our
audits, are presented below.

Consolidated financial statements
---------------------------------
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of cash flows and of shareowners'
equity present fairly, in all material respects, the financial position of
Kellwood Company and its subsidiaries at January 28, 2006 and January 29,
2005, and the results of their operations and their cash flows for the years
ended January 28, 2006, January 29, 2005 and January 31, 2004 in conformity
with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit of financial statements includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

Internal control over financial reporting
-----------------------------------------
Also, in our opinion, management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that the
Company maintained effective internal control over financial reporting as of
January 28, 2006 based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), is fairly stated, in all material respects,
based on those criteria. Furthermore, in our opinion, the Company
maintained, in all material respects, effective internal control over
financial reporting as of January 28, 2006, based on criteria established in
Internal Control - Integrated Framework issued by the COSO. The Company's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express opinions
on management's assessment and on the effectiveness of the Company's
internal control over financial reporting based on our audit. We conducted
our audit of internal control over financial reporting in accordance with
the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. An audit of
internal control over financial reporting includes obtaining an
understanding of internal control over financial reporting, evaluating
management's assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as
we consider necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company's
internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial
statements.


                                     35

<PAGE>
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)
-------------------------------------------------------------------

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
March 16, 2006


                                     36

<PAGE>
<PAGE>

<TABLE>
                                     KELLWOOD COMPANY AND SUBSIDIARIES
                                     ---------------------------------
                                   CONSOLIDATED STATEMENT OF OPERATIONS
                                   ------------------------------------
                               (Amounts in thousands, except per share data)

<CAPTION>
                                                                  2005            2004            2003
                                                              ------------    ------------    ------------

<S>                                                           <C>             <C>             <C>
Net sales                                                     $  2,062,144    $  2,199,976    $  1,970,985

Costs and expenses:
   Cost of products sold                                         1,637,433       1,720,810       1,552,538
   Selling, general and administrative expenses                    333,082         346,410         285,456
   Amortization of intangible assets                                10,685          11,804           7,902
   Impairment, restructuring and related
     non-recurring charges                                          42,341               -               -
   Interest expense, net                                            23,240          25,860          24,676
   Other (income) and expense, net                                  (1,346)         (2,126)         (2,346)
                                                              ------------    ------------    ------------
Earnings before income taxes                                        16,709          97,218         102,759
Income taxes                                                        (6,394)         32,831          34,912
                                                              ------------    ------------    ------------
Net earnings from continuing operations                             23,103          64,387          67,847
Net (loss) earnings from
   discontinued operations                                         (61,516)          1,949            (456)
                                                              ------------    ------------    ------------

Net (loss) earnings                                           $    (38,413)   $     66,336    $     67,391
                                                              ============    ============    ============


Weighted average shares outstanding:

   Basic                                                            26,986          27,504          26,499

   Diluted                                                          27,094          28,039          27,100

Earnings (loss) per share:
   Basic:
      Continuing operations                                   $       0.86    $       2.34    $       2.56
      Discontinued operations                                        (2.28)           0.07           (0.02)
                                                              ------------    ------------    ------------
      Net (loss) earnings                                     $      (1.42)   $       2.41    $       2.54
                                                              ============    ============    ============

   Diluted:
      Continuing operations                                   $       0.85    $       2.30    $       2.50
      Discontinued operations                                        (2.27)           0.07           (0.02)
                                                              ------------    ------------    ------------
      Net (loss) earnings                                     $      (1.42)   $       2.37    $       2.49
                                                              ============    ============    ============


See notes to Consolidated Financial Statements.
</TABLE>


                                     37

<PAGE>
<PAGE>

<TABLE>
                                      KELLWOOD COMPANY AND SUBSIDIARIES
                                      ---------------------------------
                                         CONSOLIDATED BALANCE SHEET
                                         --------------------------
                               (Amounts in thousands, except per share data)

<CAPTION>
                                                                       January 28, 2006     January 29, 2005
                                                                       ----------------     ----------------

<S>                                                                    <C>                  <C>
ASSETS
------
Current assets:
   Cash and cash equivalents                                           $        432,825     $        261,009
   Receivables, net                                                             294,044              310,661
   Inventories                                                                  206,403              269,858
   Current deferred taxes and prepaid expenses                                   46,357               49,383
   Current assets of discontinued operations                                     62,675              139,003
                                                                       ----------------     ----------------
      Total current assets                                                    1,042,304            1,029,914
Property, plant and equipment:
   Land                                                                           2,199                2,451
   Buildings and improvements                                                    96,642               97,853
   Machinery and equipment                                                      113,425              116,292
   Capitalized software                                                          52,903               53,780
                                                                       ----------------     ----------------
Total property, plant and equipment                                             265,169              270,376
   Less accumulated depreciation and amortization                              (185,432)            (180,776)
                                                                       ----------------     ----------------
Property, plant and equipment, net                                               79,737               89,600
Intangible assets, net                                                          160,027              181,597
Goodwill                                                                        203,831              214,747
Other assets                                                                     26,858               36,351
Long-term assets of discontinued operations                                         889               27,683
                                                                       ----------------     ----------------

Total assets                                                           $      1,513,646     $      1,579,892
                                                                       ================     ================


LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------
Current liabilities:
   Notes payable and current portion of long-term debt                 $         13,571     $            149
   Accounts payable                                                             170,914              158,941
   Accrued salaries and employee benefits                                        40,554               41,175
   Other accrued expenses                                                        97,139               77,038
   Current liabilities of discontinued operations                                30,888               31,702
                                                                       ----------------     ----------------
      Total current liabilities                                                 353,066              309,005
Long-term debt                                                                  494,806              469,657
Deferred income taxes and other                                                  56,407               87,706
Shareowners' equity:
   Common stock, par value $0.01 per share, 50,000 shares authorized,
     25,651 shares issued and outstanding (27,685 at January 29, 2005)          272,073              270,264
   Retained earnings                                                            499,613              555,387
   Accumulated other comprehensive loss                                          (8,634)             (11,396)
   Less treasury stock, at cost, 8,435 shares (6,402 at
     January 29, 2005)                                                         (153,685)            (100,731)
                                                                       ----------------     ----------------
      Total shareowners' equity                                                 609,367              713,524
                                                                       ----------------     ----------------

Total liabilities and shareowners' equity                              $      1,513,646     $      1,579,892
                                                                       ================     ================

See notes to Consolidated Financial Statements.
</TABLE>


                                     38

<PAGE>
<PAGE>

<TABLE>
                                         KELLWOOD COMPANY AND SUBSIDIARIES
                                         ---------------------------------
                                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                        ------------------------------------
                                               (Amounts in thousands)

<CAPTION>
                                                                           2005            2004           2003
                                                                       ------------    ------------   -------------

<S>                                                                    <C>             <C>            <C>
OPERATING ACTIVITIES:

Net (loss) earnings                                                    $    (38,413)   $     66,336   $      67,391

Add/(deduct) items not affecting operating cash flows:
   Depreciation and amortization                                             39,869          41,841          35,938
   Deferred income taxes and other                                          (25,727)          4,564          25,705
   Inventory/accounts receivable valuation adjustments and
     impairment, restructuring and related non-recurring charges
     - Pre-tax amount                                                       122,314               -               -
     - Tax effect                                                           (36,297)              -               -
Changes in working capital components:
   Receivables, net                                                          55,905         (57,621)         31,563
   Inventories                                                              100,647         (15,244)         58,158
   Current deferred taxes and prepaid expenses                               (2,987)         11,371         (24,718)
   Accounts payable and accrued expenses                                     14,817           9,937         (42,119)
                                                                       ------------    ------------   -------------
Net cash provided by operating activities                                   230,128          61,184         151,918
                                                                       ------------    ------------   -------------

INVESTING ACTIVITIES:
Additions to property, plant and equipment                                  (19,582)        (27,436)        (21,757)
Acquisitions, net of cash acquired                                          (12,178)       (144,722)       (134,537)
Receipts for subordinated note receivable                                     2,750           2,063           2,062
Dispositions of fixed assets                                                    782             436           5,693
                                                                       ------------    ------------   -------------
Net cash (used in) investing activities                                     (28,228)       (169,659)       (148,539)
                                                                       ------------    ------------   -------------

FINANCING ACTIVITIES:
Borrowings of long-term debt                                                 25,000         195,343               -
Net borrowings (repayments) of notes payable                                 13,565               -            (636)
Repayments of long-term debt                                                      -          (4,448)        (30,891)
Dividends paid                                                              (17,361)        (17,584)        (16,982)
Stock purchases under Stock Repurchase Program                              (55,430)              -               -
Stock transactions under incentive plans                                      4,142          17,495          14,292
                                                                       ------------    ------------   -------------
Net cash (used in) provided by financing activities                         (30,084)        190,806         (34,217)
                                                                       ------------    ------------   -------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                     171,816          82,331         (30,838)

Cash and cash equivalents, beginning of year                                261,009         178,678         209,516
                                                                       ------------    ------------   -------------
Cash and cash equivalents, end of year                                 $    432,825    $    261,009   $     178,678
                                                                       ============    ============   =============

Supplemental cash flow information:
   Interest paid                                                       $     30,957    $     27,659   $      28,061
                                                                       ============    ============   =============
   Income taxes (refunded) paid, net                                   $    (16,399)   $       (628)  $      41,339
                                                                       ============    ============   =============

Significant non-cash investing and financing activities:
   Issuance of stock for acquisitions                                  $          -    $          -   $      11,891
                                                                       ============    ============   =============


See notes to Consolidated Financial Statements.
</TABLE>


                                     39

<PAGE>
<PAGE>

<TABLE>
                                             KELLWOOD COMPANY AND SUBSIDIARIES
                                             ---------------------------------
                                       CONSOLIDATED STATEMENT OF SHAREOWNERS' EQUITY
                                       ---------------------------------------------
                                       (Dollars in thousands, except per share data)

---------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                               Accumulated    Total
                                             Common                                               Other       Share-
                                             Shares         Common     Treasury     Retained  Comprehensive   owners'
                                           Outstanding      Stock        Stock      Earnings  Income (Loss)   Equity
                                           -----------     --------    ---------    --------  -------------  --------
---------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>         <C>          <C>         <C>          <C>
BALANCE, FEBRUARY 1, 2003                   25,573,658     $214,826    $(100,843)   $456,226    $(11,090)    $559,119
Net earnings                                                                          67,391                   67,391
Unrecognized (loss) on derivatives                                                                   (84)         (84)
Foreign currency translation adjustment                                                              543          543
Minimum pension liability adjustment, net
  of income tax benefit of $468                                                                     (990)        (990)
                                                                                                             --------
Total comprehensive income                                                                                     66,860
Cash dividends declared, $0.64 per share                                             (16,982)                 (16,982)
Shares issued in connection
  with the acquisition of
  Briggs New York Corp.                        500,000       11,891                                            11,891
Shares issued under stock plans                798,640       20,967                                            20,967
Treasury stock acquired in conjunction
  with incentive plans                         (22,115)                   (2,167)                              (2,167)
                                            ----------     --------    ---------    --------    --------     --------
BALANCE, JANUARY 31, 2004                   26,850,183      247,684     (103,010)    506,635     (11,621)     639,688
Net earnings                                                                          66,336                   66,336
Unrecognized gain on derivatives                                                                      31           31
Foreign currency translation adjustment                                                             (338)        (338)
Minimum pension liability adjustment, net
  of income tax benefit of $312                                                                      532          532
                                                                                                             --------
Total comprehensive income                                                                                     66,561
Cash dividends declared, $0.64 per share                                             (17,584)                 (17,584)
Shares issued under stock plans                921,104       22,580        5,815                               28,395
Treasury stock acquired in conjunction
  with incentive plans                         (86,282)                   (3,536)                              (3,536)
                                            ----------     --------    ---------    --------    --------     --------
BALANCE, JANUARY 29, 2005                   27,685,005      270,264     (100,731)    555,387     (11,396)     713,524
Net loss                                                                             (38,413)                 (38,413)
Unrecognized gain on derivatives                                                                     259          259
Foreign currency translation adjustment                                                            1,691        1,691
Minimum pension liability adjustment, net
  of income tax expense of $477                                                                      812          812
                                                                                                             --------
Total comprehensive loss                                                                                      (35,651)
Cash dividends declared, $0.64 per share                                             (17,361)                 (17,361)
Shares purchased under
  Stock Repurchase Program                  (2,218,200)                  (55,430)                             (55,430)
Shares issued under stock plans                206,473        1,475        3,074                                4,549
Treasury stock acquired in conjunction
  with incentive plans                         (22,055)                     (598)                                (598)
Deferred stock unit costs                                       334                                               334
                                            ----------     --------    ---------    --------    --------     --------
BALANCE, JANUARY 28, 2006                   25,651,223     $272,073    $(153,685)   $499,613    $ (8,634)    $609,367
                                            ==========     ========    =========    ========    ========     ========
</TABLE>


Accumulated other comprehensive income (loss) at January 28, 2006 includes:

Unrecognized gain on derivatives                        $    99
Foreign currency translation adjustment                  (8,568)
Minimum pension liability adjustment, net
  of income tax benefits of $97                            (165)
                                                        -------
Total accumulated other comprehensive loss              $(8,634)
                                                        =======

See notes to Consolidated Financial Statements.

                                     40

<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 ------------------------------------------
                (Dollars in thousands, except per share data)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) DESCRIPTION OF BUSINESS: Kellwood Company and its subsidiaries (the
Company) are marketers of women's and men's sportswear, infant apparel and
recreational camping products. The Company markets branded as well as
private label products and markets to all channels of distribution with
product specific to the particular channel. Kellwood markets products under
many brands, some of which are owned by the Company, and others are used by
the Company under licensing agreements. Approximately 78% of the Company's
products are sourced from contract manufacturers, primarily in the Eastern
Hemisphere. Products are manufactured to meet the Company's product
specifications and labor standards. In addition, the Company manufactures
certain products in its own plants located primarily in the Eastern
Hemisphere.

(B) BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of the Company and all majority-owned subsidiaries. Substantially
all foreign subsidiaries are consolidated based upon a fiscal year ending
December 31 due to the timing of receipt of financial information. All
significant intercompany accounts and transactions have been eliminated. The
amounts and disclosures included in the notes to the consolidated financial
statements, unless otherwise indicated, are presented on a continuing
operations basis.

(C) FISCAL YEAR: The Company's fiscal year ends on the Saturday nearest
January 31. References to the Company's fiscal years represent the
following:

   FISCAL YEAR                      REPRESENTS THE 52 WEEKS ENDED
   -----------                      -----------------------------
   2005                             January 28, 2006
   2004                             January 29, 2005
   2003                             January 31, 2004

(D) USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires that management make
estimates and assumptions that affect amounts reported in the financial
statements and accompanying notes. Actual results may differ from those
estimates and assumptions.

(E) CASH AND CASH EQUIVALENTS: All highly liquid short-term time deposits
with original maturities of three months or less maintained under cash
management activities are considered cash equivalents. The effect of foreign
currency exchange rate fluctuations on cash and cash equivalents was not
significant for 2005, 2004 or 2003.

(F) ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK: The Company
maintains an allowance for accounts receivable estimated to be
uncollectible. The activity in this allowance is summarized as follows:

<TABLE>
<CAPTION>
                                                         2005           2004           2003
                                                     -----------    -----------     -----------
<S>                                                  <C>            <C>             <C>
Balance, beginning of year                           $     4,923    $     4,101     $     5,374
(Reversals)/Provision for bad debt expense                  (565)         1,482           1,907
Bad debts written off                                     (1,061)          (660)         (3,180)
                                                     -----------    -----------     -----------
Balance, end of year                                 $     3,297    $     4,923     $     4,101
                                                     ===========    ===========     ===========
</TABLE>

The provision for bad debts is included in selling, general and
administrative expense. Substantially all of the Company's trade receivables
are derived from sales to retailers and are recorded at the invoiced amount
and do not bear interest. The Company performs ongoing credit evaluations of
its customers' financial condition and requires collateral as deemed
necessary. Account balances are charged off against the allowance when the
Company feels it is probable the receivable will not be recovered.

There was no customer that accounted for more than ten percent of the
Company's consolidated net sales in 2005 or 2004. In 2003 one customer
accounted for ten percent of the Company's consolidated net sales. Sales to
this customer occurred in the Women's Sportswear and Men's Sportswear
segments.


                                     41

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


(G) INVENTORIES: Inventories are stated at the lower of cost or market. Cost
is determined on the first-in, first-out (FIFO) basis. The cost of inventory
includes manufacturing or purchase cost as well as sourcing, pre-production,
transportation, duty and other processing costs associated with acquiring,
importing and preparing inventory for sale. Inventory costs are included in
cost of products sold at the time of their sale. In addition to inventory
costs, other costs included in cost of products sold are royalties for
licensed brand names and distribution costs. Product development costs are
expensed when incurred. Inventory values are reduced to net realizable value
when there are factors indicating that certain inventories will not be sold
on terms sufficient to recover their cost. Inventories consist of the
following:

                                                  2005           2004
                                               -----------    -----------
         Finished goods                        $   155,107    $   211,151
         Work in process                            29,240         30,716
         Raw materials                              22,056         27,991
                                               -----------    -----------
         Total inventories                     $   206,403    $   269,858
                                               ===========    ===========
         Net of obsolescence reserves of:      $    21,057    $    28,231
                                               ===========    ===========

(H) PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated
at cost. Depreciation is computed generally on the straight-line method over
estimated useful lives of 15 to 20 years for buildings and of 3 to 10 years
for machinery and equipment. Leasehold improvements are amortized
principally on the straight-line basis over the shorter of their estimated
useful lives or the remaining lease term, excluding renewal terms.
Capitalized software is amortized on the straight-line basis over the
estimated economic useful life of the software, generally 3 to 7 years.
Depreciation expense was $26,235, $25,903 and $24,178 for 2005, 2004 and
2003, respectively. This includes computer software amortization of $8,664,
$8,105 and $6,983 for 2005, 2004 and 2003, respectively.

(I) IMPAIRMENT OF LONG-LIVED ASSETS: The Company reviews long-lived assets
and other intangibles with a finite life if facts and circumstances exist
which indicate that the asset useful life is shorter than previously
estimated or the carrying amount may not be recoverable from future
operations based on undiscounted expected future cash flows. Impairment
losses are recognized in operating results when discounted expected future
cash flows are less than the carrying value of the asset. See Note 2 and
Note 5 for discussion of impairment of long-lived assets related to the 2005
Restructuring Plan.

(J) GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill is recorded when the
consideration paid for an acquisition exceeds the fair value of identifiable
net tangible and identifiable intangible assets acquired. In accordance with
the Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets, goodwill and other indefinite-lived intangible
assets are no longer amortized, but are reviewed for impairment at least
annually and if a triggering event were to occur in an interim period.
Goodwill impairment is determined using a two-step process. The first step
of the impairment test is used to identify potential impairment by comparing
the fair value of a reporting unit to the book value, including goodwill. If
the fair value of a reporting unit exceeds its book value, goodwill of the
reporting unit is not considered impaired and the second step of the
impairment test is not required. If the book value of a reporting unit
exceeds its fair value, the second step of the impairment test is performed
to measure the amount of impairment loss, if any. The second step of the
impairment test compares the implied fair value of the reporting unit's
goodwill with the book value of that goodwill. If the book value of the
reporting unit's goodwill exceeds the implied fair value of that goodwill,
an impairment loss is recognized in an amount equal to that excess. The
implied fair value of goodwill is determined in the same manner as the
amount of goodwill recognized in a business combination. The annual
impairment testing is performed in the fourth quarter. In 2004 and 2003, no
impairment was indicated. This evaluation utilized discounted cash flow
analysis and multiple analyses of the historical and forecasted operating
results of the Company's reporting units. During the second quarter of 2005,
the Company announced a Restructuring Plan (the 2005 Restructuring Plan)
(see Note 2). As a result of this triggering event, interim impairment
testing was deemed necessary and impairment charges were recorded. See Note
5 for more information on SFAS No. 142 and accounting for goodwill as well
as the details surrounding the impairment charges. At the end of 2005 no
additional impairment was indicated.

Identifiable intangible assets are valued and assigned lives based on
independent appraisals. Identifiable intangible assets include trademarks,
customer relationships, and license agreements, which are being amortized
over their useful lives ranging from 2 to 20 years. Impairment testing of
these would occur if and when a triggering event occurs. In connection with
the 2005 Restructuring Plan, interim impairment testing was deemed necessary
and impairment charges were recorded. See Note 5 for more information on
SFAS No. 142 and the details surrounding the impairment charges.

                                     42

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


(K) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: The Company periodically
enters into forward currency exchange contracts to hedge its exposure to
foreign currency fluctuations for purchases of certain inventories and sales
of certain products. Company policy allows for the use of derivatives only
for identifiable exposures, and therefore, the Company does not enter into
derivative instruments for speculative purposes where the objective is to
generate profits. Derivatives used by the Company have an initial term of
less than one year. Management expects these derivatives to be highly
effective in hedging the intended foreign currency fluctuation risks. As of
January 28, 2006 and January 29, 2005, the Company's derivatives have been
designated as hedges of variable cash flows of forecasted transactions. As
such, the fair values of the derivatives have been recorded in the
Consolidated Balance Sheet, with the offset recorded in other comprehensive
income. The fair value of these derivatives on January 28, 2006 and January
29, 2005 was not material. The gain or loss related to these derivatives
will be reclassified to earnings as the forecasted transactions take place
between February 2006 and December 2006.

(L) FAIR VALUE DISCLOSURE FOR FINANCIAL INSTRUMENTS: The Company's financial
instruments consist of cash equivalents, accounts receivable, notes
receivable, notes payable and long-term debt. For cash equivalents, accounts
receivable, notes receivable and notes payable, the carrying amounts
approximate fair value. Based on quoted market prices obtained through
independent pricing sources for the same or similar types of borrowing
arrangements, the Company's long-term debt has a market value of $488,419
that compares to its book value of $508,377 at January 28, 2006.

(M) FOREIGN CURRENCY TRANSLATION: The financial statements of foreign
subsidiaries are translated into United States dollars in accordance with
SFAS No. 52, Foreign Currency Translation. Where the functional currency of
a foreign subsidiary is its local currency, income statement items are
translated at the average exchange rate for the period and balance sheet
accounts are translated using period-end exchange rates. Gains and losses
resulting from translation are reported as a separate component of other
comprehensive income within shareowners' equity.

Where the local currency of a foreign subsidiary is not its functional
currency, financial statements are translated at either current or
historical exchange rates as appropriate. These adjustments, together with
gains and losses on foreign currency transactions, are recognized in the
income statement as incurred.

(N) REVENUE RECOGNITION: Sales are recognized when goods are shipped in
accordance with customer orders. The estimated amounts of sales discounts,
returns and allowances are accounted for as reductions of sales when the
associated sale occurs. These estimated amounts are adjusted periodically
based on changes in facts and circumstances when the changes become known to
the Company. Accrued discounts, returns and allowances are included as an
offset to accounts receivable in the balance sheet. The activity in the
accrued discounts, returns and allowances account is summarized as follows:

<TABLE>
<CAPTION>
                                                         2005           2004           2003
                                                     -----------    -----------     -----------
<S>                                                  <C>            <C>             <C>
Balance, beginning of year                           $    57,010    $    62,568     $    55,434
Acquisitions                                                   -              -           5,200
Provision                                                149,172        155,361         135,255
(Charges)/Recoveries                                    (154,887)      (160,919)       (133,321)
                                                     -----------    -----------     -----------

Balance, end of year                                 $    51,295    $    57,010     $    62,568
                                                     ===========    ===========     ===========
</TABLE>

Amounts billed to customers for shipping and handling costs are not
significant. The Company's stated terms are FOB shipping point. There is no
stated obligation to customers after shipment, other than specifically set
forth allowances or discounts that are accrued at the time of sale. The
rights of inspection or acceptance contained in certain sales agreements are
limited to whether the goods received by the Company's customers are in
conformance with the order specifications.

(O) LICENSE AGREEMENTS: The Company has exclusive license agreements to
market apparel and other soft goods under trademarks owned by other parties.
These agreements contain provisions for minimum guaranteed royalty and
advertising payments based on anticipated sales. In any year, if the Company
does not anticipate meeting the minimum sales amounts to satisfy the
guaranteed minimum royalty and advertising amounts, the guaranteed minimum
royalty and advertising amounts are accrued as sales occur in that year. In
2005, 2004 and 2003 sales of licensed products were approximately $530,000,
$519,600 and $362,200, respectively. See Note 13 for additional discussion
regarding commitments.


                                     43

<PAGE>
<PAGE>



                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


(P) ADVERTISING: The Company provides cooperative advertising allowances to
certain of its customers. These allowances are accounted for as reductions
in sales as discussed in "Revenue Recognition" above. In addition, the
Company conducts advertising related to certain products it manufactures and
sells. Production expense related to company-directed advertising is
deferred until the first time at which the advertisement runs. Communication
expense related to company-directed advertising is expensed as incurred.
Company-directed advertising expense was $27,525 in 2005, $22,925 in 2004
and $6,991 in 2003. There were no significant amounts of production expenses
associated with company-directed advertising deferred at January 28, 2006
and January 29, 2005.

(Q) INCOME TAXES: Income taxes are based upon income for financial reporting
purposes. Deferred income taxes are recognized for the effect of temporary
differences between financial and tax reporting in accordance with the
requirements of SFAS No. 109, Accounting for Income Taxes.

(R) STOCK-BASED COMPENSATION: The Company has two stock-based employee
compensation plans, which are described more fully in Note 9. These plans
are accounted for under the recognition and measurement principles of
Accounting Principles Board (APB) Opinion 25, Accounting for Stock Issued to
Employees, and related interpretations. The Company has adopted the
disclosure-only provisions of SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. No stock-based employee compensation
cost is reflected in the Consolidated Statement of Operations, as all
options granted under these plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.

The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of
SFAS No. 123, Accounting for Stock-Based Compensation.

<TABLE>
<CAPTION>
                                                           2005           2004           2003
                                                       -----------     -----------    -----------
<S>                                                    <C>             <C>            <C>
Net earnings from continuing operations as reported    $    23,103     $    64,387    $    67,847

Stock-based employee compensation expense
   determined under fair value-based method for
   all stock option awards, net of tax effect               (7,404)         (3,710)        (2,721)
                                                       -----------     -----------    -----------
Pro-forma net earnings from continuing operations      $    15,699     $    60,677    $    65,126
                                                       ===========     ===========    ===========

Earnings per share from continuing operations:

Basic, as reported                                     $      0.86     $      2.34    $      2.56
Basic, pro-forma                                       $      0.58     $      2.21    $      2.46
Diluted, as reported                                   $      0.85     $      2.30    $      2.50
Diluted, pro-forma                                     $      0.58     $      2.16    $      2.40
</TABLE>

Further discussion of the methodology and key assumptions used in developing
the option fair values, as well as other information regarding the option
plans, is included in Note 9.

(S) RECLASSIFICATIONS: Certain amounts in the prior years' financial
statements have been reclassified to conform to the current year's
presentation.

(T) NEW ACCOUNTING STANDARDS: In December 2004, the Financial Accounting
Standards Board (FASB) issued SFAS No. 123R, Share-Based Payment. SFAS No.
123R sets accounting requirements for "share-based" compensation to
employees, requires companies to recognize in the statement of operations
the grant-date fair value of stock options and other equity-based
compensation issued to employees and disallows the use of the intrinsic
value method of accounting for stock compensation. This statement was to be
effective for all interim and annual reporting periods beginning after June
15, 2005; however, the Securities and Exchange Commission (SEC) adopted a
rule that amends the effective date for SFAS No. 123R for public companies.
The SEC's new rule allows public companies to implement SFAS No. 123R at the
beginning of their next fiscal year, instead of the next reporting period
that begins after June 15, 2005. The company will adopt SFAS No. 123R using
the modified prospective transition method, which will require the recording
of stock option expense in the statement of operations beginning on January
29, 2006, the first day of the first quarter of 2006. The Company expects
that stock option expense will approximate $2,800 and $900 (both amounts
after tax) in 2006 and 2007, respectively. The Company currently accounts
for stock-based compensation under APB Opinion 25, Accounting for Stock
Issued to Employees, and related interpretations, and has adopted the
disclosure-only provisions of SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure.

                                     44

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


Under APB Opinion 25, the Company has recognized the pro-forma expense for
stock options over the stated vesting period. For employees who are eligible
for retirement, SFAS No. 123R requires recognition of compensation expense
from the date of grant through the date an employee first becomes eligible
to retire. Upon adoption of SFAS No. 123R on January 29, 2006, the Company
will recognize the remaining unamortized cost of stock options granted to
employees who are eligible to retire. This will result in the acceleration
of approximately $1,400 (after tax) of compensation expense into the first
quarter of 2006 from the second, third and fourth quarters of 2006 and from
2007. The $1,400 of accelerated expense is included in the $2,800 of expense
for 2006 set forth in the prior paragraph.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an
amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies that abnormal
amounts of idle facility expense, freight, handling costs and spoilage
should be recognized as current-period charges and requires the allocation
of fixed production overheads to inventory based on the normal capacity of
the production facilities. SFAS No. 151 is effective for fiscal years
beginning after June 15, 2005. Management believes the Company is accounting
for inventory in accordance with SFAS No. 151 and thus does not expect its
adoption to have a material impact on its consolidated financial position or
results of operations.

NOTE 2. IMPAIRMENT, RESTRUCTURING AND RELATED NON-RECURRING CHARGES. During
the second quarter of 2005, the Company announced a Restructuring Plan (the
2005 Restructuring Plan) aimed at advancing the Company's corporate
objectives of increasing its penetration of consumer lifestyle brands with
strong growth and profit potential while reducing exposure to smaller volume
brands and certain private label businesses. The 2005 Restructuring Plan
resulted from a thorough strategic reassessment of all of the Company's
business operations. This reassessment was performed in the second quarter
of 2005 and was directed by the Company's Chief Executive Officer who was
named to that position during the second quarter. The strategic reassessment
focused on the Company's businesses that had experienced profitability
issues and considered the alignment of the businesses with the Company's
refreshed strategy, which considered, among other things, market place
developments affecting the retail landscape and the Company's retail
customers.

Under the 2005 Restructuring Plan, the Company:

     o    Sold the Biflex and Dotti operations and shut down the remaining
          operations making up its Kellwood Intimate Apparel Group (Intimate
          Apparel) division;
     o    Sold the David Brooks operation and shut down the remaining
          operations making up its Kellwood New England division;
     o    Shut down its Private Label Menswear (which does not include the
          Company's Smart Shirts subsidiary) division;
     o    Restructured its Oakland Operation by exiting several labels to
          better focus on developing the Koret brand; and
     o    Made organization and support infrastructure changes for certain
          ongoing divisions and reviewed assumptions regarding future
          profitability and their effect on the realizability of fixed and
          intangible assets of certain brands, labels and operations.

The results of operations and impairment, restructuring and related
non-recurring charges for the businesses sold and shut down are reported as
discontinued operations. The gains and losses on consummated transactions
involving the sale of operations are included as part of net loss from
discontinued operations and are not significant. See Note 4 for further
information on the operating results and financial position of the
discontinued businesses.

Costs associated with the 2005 Restructuring Plan include impairment of
intangible assets, inventory and purchase commitment reserves, contractual
obligations, employee severance and termination benefits, fixed asset
impairment and sales allowances. The total cost of these actions is expected
to be approximately $155,000 before tax ($110,000 after tax or $4.06 per
diluted share). Of this amount, $122,314 before tax ($86,016 after tax or
$3.17 per diluted share) was recorded in 2005. The remaining amounts will be
charged in 2006 and later years as required by Generally Accepted Accounting
Principles.


                                     45

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


The reduction in the total expected cost of the 2005 Restructuring Plan from
the original estimate of $225,000 before tax ($155,000 after tax or $5.51
per diluted share) to the current estimate of $155,000 before tax ($110,000
after tax or $4.06 per diluted share) is due to a number of factors:

     o    Much better than anticipated sales to existing customers without
          significant order cancellations or price concessions resulted in
          realization of inventory at higher than expected amounts;

     o    The sales of the assets of Biflex, Dotti and David Brooks resulted
          in realization of inventory at higher than expected amounts;

     o    New York office relocations, success in subleasing and assumptions
          by asset buyers were all better than anticipated, resulting in
          lower lease obligation costs;

     o    Hiring of associates by the buyers of assets and attrition were
          better than planned, resulting in lower severance costs; and

     o    Customer markdown support and chargebacks did not materialize at
          higher than normal levels to the extent anticipated.

The following table summarizes the total costs associated with the 2005
Restructuring Plan in 2005 and in 2006 and later for continuing and
discontinued operations.

<TABLE>
<CAPTION>
                               Continuing Operations          Discontinued Operations                 Total
                           ------------------------------  -----------------------------  -----------------------------
                               Pretax         After tax        Pretax         After tax       Pretax        After tax
                           --------------  --------------  --------------  -------------  -------------- --------------
<C>                        <C>             <C>             <C>             <C>            <C>            <C>
2005                       $       50,366  $       35,508  $       71,948  $      50,508  $      122,314 $       86,016
2006 and later                     28,517          20,926           4,169          3,058          32,686         23,984
                           --------------  --------------  --------------  -------------  -------------- --------------
Total                      $       78,883  $       56,434  $       76,117  $      53,566  $      155,000 $      110,000
                           ==============  ==============  ==============  =============  ============== ==============
</TABLE>

The impact of the actions in connection with the 2005 Restructuring Plan on
the Company's reportable segments (before tax) is as follows:

<TABLE>
<CAPTION>
                                Continuing Operations         Discontinued Operations                 Total
                           ------------------------------  -----------------------------  ------------------------------
                                              Provision                       Provision                     Provision
                                Total          through          Total          through         Total         through
                              Expected       January 28,      Expected       January 28,     Expected      January 28,
                                Cost            2006            Cost            2006           Cost            2006
                           --------------  --------------  --------------  -------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>            <C>             <C>
Women's Sportswear         $       40,101  $       15,676  $       21,369  $      20,769  $       61,470  $       36,445
Men's Sportswear                        -               -          14,545         12,848          14,545          12,848
Other Soft Goods                    1,068             676          34,823         34,033          35,891          34,709
General Corporate                  37,714          34,014           5,380          4,298          43,094          38,312
                           --------------  --------------  --------------  -------------  --------------  --------------
   Total                   $       78,883  $       50,366  $       76,117  $      71,948  $      155,000  $      122,314
                           ==============  ==============  ==============  =============  ==============  ==============
</TABLE>

Total cash outlays related to the 2005 Restructuring Plan are expected to be
$20,000, net of tax benefits. Actions taken under the 2005 Restructuring
Plan were substantially complete at the end of 2005.


                                     46

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)

In 2005, the costs related to the 2005 Restructuring Plan were recorded as
follows:

<TABLE>
<CAPTION>
                                                                Fiscal Year Ended January 28, 2006
                                            -------------------------------------------------------------------------
                                                  Continuing               Discontinued
                                                  Operations                Operations                  Total
                                            ---------------------     ---------------------     ---------------------
<S>                                         <C>                       <C>                       <C>
Net sales                                   $               2,450     $               2,266     $               4,716
Cost of products sold                                       5,575                    11,751                    17,326
Restructuring and other
   non-recurring charges                                    9,582                    33,000                    42,582
Impairment of goodwill
   and intangible assets                                   30,909                    18,657                    49,566
Fixed asset impairment                                      1,850                     6,274                     8,124
                                            ---------------------     ---------------------     ---------------------
Total pretax cost                           $              50,366     $              71,948     $             122,314
                                            =====================     =====================     =====================
Total after tax cost                        $              35,508     $              50,508     $              86,016
                                            =====================     =====================     =====================
Diluted loss per share                      $                1.31     $                1.86     $                3.17
                                            =====================     =====================     =====================
</TABLE>

The major components of the impairment, restructuring and related
non-recurring charges and the activity through January 28, 2006 included in
continuing operations were as follows:

<TABLE>
<CAPTION>
                                               2005                2005                2005           Accrual as of
                                            Provision           Reversals          Utilization      January 28, 2006
                                       ------------------  ------------------  ------------------  ------------------
<S>                                    <C>                 <C>                 <C>                 <C>
Inventory and Purchase
   Commitment Reserves                 $            7,602  $           (2,027) $           (2,865) $            2,710
Fixed Asset Write-downs                             2,152                (302)             (1,850)                  -
Sales Allowances                                    2,450                   -              (2,400)                 50
Contractual Obligations                             9,247                (451)             (5,246)              3,550
Employee Severance and
   Termination Benefits                               786                   -                (266)                520
Impairment of Intangible Assets                    30,909                   -             (30,909)                  -
                                       ------------------  ------------------  ------------------  ------------------
Total                                  $           53,146  $           (2,780) $          (43,536) $            6,830
                                       ==================  ==================  ==================  ==================
</TABLE>

The major components of the impairment, restructuring and related
non-recurring charges and the activity through January 28, 2006 included in
discontinued operations were as follows:

<TABLE>
<CAPTION>
                                               2005                2005                2005           Accrual as of
                                            Provision           Reversals          Utilization      January 28, 2006
                                       ------------------  ------------------  ------------------  ------------------
<S>                                    <C>                 <C>                 <C>                 <C>
Inventory and Purchase
   Commitment Reserves                 $           54,651  $          (42,900) $          (10,478) $            1,273
Fixed Asset Write-downs                             8,575              (2,301)             (6,274)                  -
Sales Allowances                                    5,110              (2,844)                  -               2,266
Contractual Obligations                            21,219              (1,901)             (9,011)             10,307
Employee Severance and
   Termination Benefits                            13,682                   -              (3,899)              9,783
Impairment of Intangible Assets                    18,657                   -             (18,657)                  -
                                       ------------------  ------------------  ------------------  ------------------
Total                                  $          121,894  $          (49,946) $          (48,319) $           23,629
                                       ==================  ==================  ==================  ==================
</TABLE>


                                     47

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


Inventory and Purchase Commitment Reserves include provisions to reduce
inventory and purchase commitments to net realizable values. Fixed Asset
Impairment includes provisions for fixed assets that were determined to be
impaired in connection with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, and were written down to their fair values less cost to sell. Sales
Allowances include provisions for anticipated increased deductions taken by
customers on previous sales for discontinued businesses, as a direct result
of the discontinuance plans. Contractual Obligations are adverse contractual
arrangements under which losses are probable and estimatable and where there
is no future economic benefit. These include leases and minimum payments
under license agreements. Employee Severance and Termination Benefits are
provided for in accordance with SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. Total employee severance and
termination benefits will be recorded as incurred and relates to
approximately 1,500 employees. See Note 5 for more information on the
Impairment of Intangible Assets.

The change in estimate related to the reversals of amounts originally
provided for non-recurring inventory and purchase commitment reserves as
part of discontinued operations resulted primarily from much better than
anticipated sales to existing customers without significant order
cancellations or price concessions. Additionally, the sales of the assets of
Biflex, Dotti and David Brooks resulted in realization of inventory at close
to its carrying value.

NOTE 3.  BUSINESS COMBINATIONS
On February 3, 2004 the Company completed the acquisition of Phat Fashions,
LLC and Phat Licensing, LLC (together referred to as Phat). Phat is a
licensor of apparel for men, women and children, athletic shoes and
accessories through the Phat Farm and Baby Phat brands. The Company believes
Phat will add important labels to Kellwood's portfolio of brands. The
purchase price (including acquisition costs) for Phat was $141,934 in cash.
Included in this amount was the exercise price for Phat's option to buyout
the license from the menswear licensee for $25,000, which the Company
exercised in February 2004. Additional cash purchase consideration will be
due if Phat achieves certain specified financial performance targets for
2004 through 2010. Such consideration, if earned, would be accounted for as
additional goodwill. This additional cash purchase consideration is
calculated based on a formula applied to annual royalty revenue through
2010. A minimum level of royalty revenue must be earned in order for this
additional consideration to be paid. There is no maximum amount of
incremental purchase price. The additional consideration for 2004 was
$3,427, which was paid out during the second quarter of 2005 and was
recorded as additional goodwill at January 29, 2005. The additional
consideration for 2005 is estimated at $2,004, which resulted in an increase
to goodwill and accrued expenses in the fourth quarter of 2005.

The Phat acquisition has been accounted for under the purchase method of
accounting. Accordingly, the results of Phat are included in the
Consolidated Financial Statements from the acquisition date. Phat is part of
the Men's Sportswear segment.

On February 4, 2003 the Company completed the acquisition of substantially
all of the assets of Briggs New York Corp. (Briggs). Briggs is a leading
provider of women's pants and skirts for the moderate market to department
stores and national chains.

The purchase price (including acquisition costs) for Briggs was $133,823 in
cash and 0.5 million shares of Kellwood common stock valued at $11,891.
Additional cash purchase consideration will be due if Briggs achieves
certain specified financial performance targets through 2006. Such
consideration, if earned, will be accounted for as additional goodwill. This
additional cash purchase consideration is calculated based on a formula
applied to annual operating results. A minimum level of performance must be
reached in order for this additional consideration to be paid. At this
minimum level of performance, additional consideration of $2,000 would be
paid for each of the four years after the acquisition (fiscal 2003 through
fiscal 2006). The amount of consideration increases with increased levels of
earnings. There is no maximum amount of incremental purchase price. The
amount of consideration paid to Briggs based on its 2004 performance was
$8,750, which was paid out during the first quarter of 2005 and was recorded
as additional goodwill at January 29, 2005. The additional consideration for
2005 is estimated at $6,487, which resulted in an increase to goodwill and
accrued expenses in the fourth quarter of 2005.

The Briggs acquisition has been accounted for under the purchase method of
accounting. Accordingly, the results of Briggs are included in the
consolidated financial statements from the acquisition date. Briggs is part
of the Women's Sportswear Segment.

                                     48

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)

The following table summarizes the fair value of the assets acquired and
liabilities assumed at the date of acquisition and represents the final
allocation of the purchase price.

                                            Phat                 Briggs
                                        -----------            -----------
       Cash                             $     5,437            $     2,434
       Other current assets                   3,331                 37,877
       Property, plant & equipment            2,940                  1,064
       Intangible assets                     89,340 (1)             67,878 (2)
       Goodwill                              48,060                 54,493
                                        -----------            -----------
       Total assets acquired                149,108                163,746
                                        ===========            ===========

       Current liabilities                    7,174                 18,032
                                        -----------            -----------

       Net assets acquired              $   141,934            $   145,714
                                        ===========            ===========

<FN>
(1) Identified intangible assets related to the acquisition of Phat are
trademarks ($86,290) and customer relationships ($3,050) with useful lives
of 20 and 15 years, respectively, based on an independent appraisal. The
amount of goodwill expected to be deductible for tax purposes is $48,060,
not including additional consideration based on operating results.

(2) Identified intangible assets related to the acquisition of Briggs are
trademarks ($32,011) and customer relationships ($35,867) with useful lives
of 20 years each based on an independent appraisal. The amount of goodwill
expected to be deductible for tax purposes is $54,493, not including
increases related to additional consideration based on operating results.

NOTE 4. DISCONTINUED OPERATIONS
Related to the Company's 2005 Restructuring Plan, as discussed in Note 2,
the Company's Private Label Menswear (which does not include the Company's
Smart Shirts subsidiary) and several labels at its Oakland Operation were
discontinued during the fourth quarter of 2005. During the third quarter of
2005, the Company's Intimate Apparel and Kellwood New England operations
became discontinued. Prior to being classified as discontinued, Kellwood New
England and the labels at the Oakland Operation were included in the Women's
Sportswear segment, the Private Label Menswear operations were included in
the Men's Sportswear segment, and Intimate Apparel was included in the Other
Soft Goods segment.

During the fourth quarter of 2003, the Company discontinued its True Beauty
by Emme(R) (True Beauty) operations. This included the termination of the
related license agreement. Prior to being classified as discontinued, True
Beauty was included in the Women's Sportswear segment.

During the third quarter of 2003, the Company finalized an agreement to sell
its domestic and European hosiery (Hosiery) operations for $7,500 plus
reimbursement of $2,800 for costs incurred by the Company in connection with
the closure of certain facilities. As such, the operations of the Hosiery
business were discontinued. The restructuring charges associated with the
Hosiery operations were accrued in the opening balance sheet in connection
with the Gerber acquisition. Adjustments to such estimates were offset to
goodwill in 2003 and 2004 causing no impact to earnings. Prior to being
classified as discontinued, the Hosiery operations were included in the
Men's Sportswear segment.

The results of operations and impairment, restructuring and related
non-recurring charges for the discontinued businesses (as discussed in Note
2) are reported as discontinued operations for all periods presented.
Additionally, assets and liabilities of the discontinued businesses are
segregated in the accompanying Consolidated Balance Sheet.


                                     49

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)

Operating results for the discontinued operations, including all charges
incurred during the periods presented for the 2005 Restructuring Plan
related to these divisions as described in Note 2, are as follows:

<TABLE>
<CAPTION>
                                                               Fiscal Year
                                            ------------------------------------------------
                                                  2005            2004             2003
                                            ---------------  --------------  ---------------
<S>                                         <C>              <C>             <C>
Net sales                                   $       289,254  $      355,729  $       426,619
                                            ===============  ==============  ===============
Impairment, restructuring and related
  non-recurring charges                     $        57,931  $            -  $             -
                                            ===============  ==============  ===============
(Loss) earnings before income taxes                 (89,040)          3,422          (10,698)
Income taxes                                        (27,524)          1,473          (10,242)
                                            ---------------  --------------  ---------------
Net (loss) earnings                         $       (61,516) $        1,949  $          (456)
                                            ===============  ==============  ===============
</TABLE>

The 2005 income tax rate of 30.9% for discontinued operations, differs from
the Company's overall tax rate due to the non-deductibility of certain costs
(goodwill impairment) recorded under the 2005 Restructuring Plan. The 2004
income tax rate of 43.1% for discontinued operations differs from the
Company's overall 2004 tax rate due to foreign losses for which no benefit
will be obtained. Additionally, in connection with the sale of the Hosiery
business in 2003, an after-tax gain of approximately $2,580 was recorded and
included in discontinued operations. The income tax benefit recognized in
2003 includes the benefit from a higher tax basis in the Hosiery operation's
assets than that recorded for book purposes.

Summarized assets and liabilities of the discontinued operations are as
follows:

<TABLE>
<CAPTION>
                                                                  2005             2004
                                                             --------------  ---------------
<S>                                                          <C>             <C>
Cash                                                         $          241  $           385
Receivables                                                          27,032           71,036
Inventories                                                           2,113           61,744
Current deferred taxes and prepaid expenses                          33,289            5,838
                                                             --------------  ---------------
Current assets of discontinued operations                    $       62,675  $       139,003
                                                             ==============  ===============

Property, plant and equipment, net                           $           85  $         6,207
Intangible assets, net                                                    -           10,361
Goodwill                                                                  -            9,234
Other assets                                                            804            1,881
                                                             --------------  ---------------
Long-term assets of discontinued operations                  $          889  $        27,683
                                                             ==============  ===============

Accounts payable                                             $        7,779  $        24,815
Accrued liabilities                                                  23,109            6,887
                                                             --------------  ---------------
Current liabilities of discontinued operations               $       30,888  $        31,702
                                                             ==============  ===============
</TABLE>

The Company retained the accounts receivable for the operations that were
sold. Inventory amounts in 2005 are for product that could not be liquidated
in 2005 but which has been substantially liquidated in February 2006. The
accrued liabilities represent charges taken in connection with the 2005
Restructuring Plan that have not yet been paid.


                                     50

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


NOTE 5.  GOODWILL AND INTANGIBLE ASSETS

Goodwill balances and changes therein since the beginning of 2004 by segment
are as follows:

<TABLE>
<CAPTION>
                                                        Women's           Men's            Other
                                                      Sportswear       Sportswear       Soft Goods         Total
                                                     ------------     ------------     ------------    -------------
<S>                                                  <C>              <C>              <C>             <C>
Balance as of January 31, 2004                       $    129,117     $          -     $     27,166    $     156,283
Acquisition of Phat                                             -           48,060                -           48,060
Gerber realignment reserve reversal                             -                -             (953)            (953)
Adjustment to contingent purchase price
  for 2003                                                   (212)               -                -             (212)
Contingent purchase price for 2004                          8,209            3,330                -           11,539
Other                                                           -                -               30               30
                                                     ------------     ------------     ------------    -------------
Balance as of January 29, 2005                            137,114           51,390           26,243          214,747
Impairment charges                                        (20,045)               -                -          (20,045)
Adjustment to contingent purchase price
  for 2004                                                    541               97                -              638
Contingent purchase price for 2005                          6,487            2,004                -            8,491
                                                     ------------     ------------     ------------    -------------
Balance as of January 28, 2006                       $    124,097     $     53,491     $     26,243    $     203,831
                                                     ============     ============     ============    =============
</TABLE>

Identifiable intangible assets that are being amortized are as follows:

<TABLE>
<CAPTION>
                                        Life (1)         Gross         Accumulated           Net
                                         (Years)        Amount         Amortization       Book Value
                                        --------     ------------     ---------------    -------------

<S>                                        <C>       <C>              <C>                <C>
AS OF JANUARY 28, 2006:
Customer base                              20        $     46,708     $         7,934    $      38,774
Trademarks                                 20             130,356              17,844          112,512
License agreements                         19              13,931               5,190            8,741
Other                                      10                 662                 662                -
                                                     ------------     ---------------    -------------
Total intangibles                          19        $    191,657     $        31,630    $     160,027
                                                     ============     ===============    =============

AS OF JANUARY 29, 2005:
Customer base                              19        $     60,059     $        11,340    $      48,719
Trademarks                                 20             136,276              13,422          122,854
License agreements                         19              13,931               4,139            9,792
Other                                      11               2,502               2,270              232
                                                     ------------     ---------------    -------------
Total intangibles                          19        $    212,768     $        31,171    $     181,597
                                                     ============     ===============    =============

<FN>
(1) Weighted Average - original lives
</TABLE>

Amortization of identifiable intangible assets for continuing operations was
$10,685 for 2005, $11,804 for 2004 and $7,902 for 2003. The $3,902 increase
in amortization in 2004 from 2003 is due to the identifiable intangible
assets related to Phat. Amortization expense for the years 2006 to 2010 is
expected to be approximately $10,000 per year.

In connection with the restructuring activities described in Note 2 and
pursuant to the Company's policies for assessing impairment of goodwill and
long-lived assets, $29,279 and $20,287 of goodwill and intangible assets,
respectively, including trademarks and customer lists, were written off
during 2005. These write-offs occurred in the second quarter of 2005. Of
these amounts, $9,234 and $9,423 of goodwill and intangible assets,
respectively, relate to reporting units that are included in discontinued
operations as of and for the year ended January 28, 2006. Included in
continuing operations is the write-off of $20,045 and $10,864 of goodwill
and intangible assets, respectively. The remaining impairment charges of
$10,864 for intangible assets and $20,045 for goodwill are discussed in the
following paragraph.


                                     51

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other
indefinite-lived intangible assets are no longer amortized but are reviewed
for impairment at least annually and if a triggering event were to occur in
an interim period. The Company's annual impairment testing is performed in
the fourth quarter. In 2004 and 2003, no impairment was indicated. In 2005,
the Restructuring Plan was a triggering event that required impairment
testing of certain reporting units' goodwill and intangible asset balances.
The impairment resulting from the current test was due to current operating
results and expectations regarding future results of the Company's dress
business being well below the expectations reflected in the test performed
in the fourth quarter of 2004. This business has experienced several years
of significant sales decreases resulting from weakness in the retail market
for dresses. Expectations reflected in prior period impairment tests were
that these market decreases were ending. The reassessment of the Company's
businesses performed as part of the 2005 Restructuring Plan during the
second quarter of 2005 resulted in the conclusion that the negative trends
were likely to continue into the future. The first step of the impairment
testing showed that the book value of the dress business in the Women's
Sportswear segment, which is not being exited, exceeded its fair value. The
second step of the impairment testing showed that the identifiable
intangible assets of this business (customer relationships and trademarks)
had no fair value, and that the book value of the reporting unit's goodwill
exceeded the implied fair value of that goodwill. This evaluation utilized
discounted cash flow analyses and multiple analyses of the historical and
updated forecasted operating results. As a result, impairment charges of
$20,045 and $10,864 for goodwill and intangible assets, including trademarks
and customer lists, respectively, of this reporting unit were recorded
during the second quarter of 2005.

NOTE 6.  NOTES PAYABLE AND LONG-TERM DEBT
Notes Payable:
On October 20, 2004, the Company executed a $400,000 five-year unsecured,
syndicated credit facility (the U.S. Revolving Credit Facility). The U.S.
Revolving Credit Facility can be used for borrowings and/or letters of
credit. Borrowings under the U.S. Revolving Credit Facility bore interest at
LIBOR plus a spread ranging from 0.60% to 1.25% with such spread depending
on the Company's consolidated leverage ratio. The U.S. Revolving Credit
Facility contained certain customary covenants, which, among other things,
restricted the Company's ability to incur indebtedness, grant liens, make
investments and acquisitions and sell assets. The financial covenants of the
U.S. Revolving Credit Facility included requirements that the Company
satisfy an interest coverage ratio, a leverage ratio and a net worth
maintenance covenant.

On September 1, 2005, the U.S. Revolving Credit Facility was amended to
accommodate the impact of the 2005 Restructuring Plan and lower earnings
from certain brands of women's sportswear included in the ongoing operations
of the Company. The amendments to the U.S. Revolving Credit Facility changed
the interest rate spread to LIBOR plus 0.60% to 1.45%, depending on the
Company's consolidated leverage ratio. In addition, provisions were added to
include a borrowing base calculation, and the financial covenants were
updated. The updated financial covenants include the exclusion of the
charges related to the 2005 Restructuring Plan, a lowered pretax interest
coverage threshold and modification of the consolidated leverage ratio. It
is not expected that any of these provisions will restrict the Company from
normal operations. The Company was in compliance with the amended covenants
at the end of 2005. At January 28, 2006 and January 29, 2005, there were no
borrowings outstanding under the U.S. Revolving Credit Facility. Letters of
credit outstanding under the agreement were $18,929.

On December 21, 2005, the Company's Asian operations executed a $50,000
five-year unsecured, syndicated term and revolving credit facility agreement
to support its working capital needs (the Asian Credit Facility). The term
portion of the Asian Credit Facility (the Asian Term Credit Facility) is
discussed in the long-term debt section of this footnote. The revolving
portion of the Asian Credit Facility (the Asian Revolving Credit Facility)
is $25,000 and can be used for borrowings and/or letters of credit.
Borrowings under the Asian Credit Facility bear interest at LIBOR plus a
spread ranging from 1.10% to 1.35% with such spread depending on the
Company's Asian operations' leverage ratio. The Asian Credit Facility
contains certain customary covenants, which among other things, restrict the
Company's Asian operations' ability to incur indebtedness, grant liens, make
investments and acquisitions and sell assets. The financial covenants of the
Asian Credit Facility include requirements that the Company's Asian
operations satisfy an interest coverage ratio, a leverage ratio and a net
worth maintenance covenant. The Company was in compliance with the covenants
of the Asian Credit Facility at the end of 2005. At January 28, 2006, there
were $13,000 of borrowings outstanding under the Asian Revolving Credit
Facility.

                                     52

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)

In addition to the revolving credit facilities discussed above, the Company
maintains informal uncommitted lines of credit, which totaled $35,859 at
January 28, 2006. There were $565 of borrowings outstanding under these
lines at January 28, 2006. The Company has $7,500 in outstanding letters of
credit used by its foreign subsidiaries under these lines at January 28,
2006.

The weighted average interest rate on the notes payable was 5.8% as of
January 28, 2006.

Long-term Debt:

Long-term debt is comprised of the following at January 28, 2006 and January
29, 2005:

<TABLE>
<CAPTION>
                                                              January 28, 2006    January 29, 2005
                                                              ----------------    ----------------
<S>                                                           <C>                 <C>
3.50% 2004 Convertible Debentures due June 15, 2034           $        200,000    $        200,000
7.625% 1997 Debentures due October 15, 2017                            129,592             129,520
7.875% 1999 Debentures due July 15, 2009                               140,214             140,132
Asian Term Credit Facility                                              25,000                   -
Capital lease obligations, 6-8%                                              6                 154
                                                              ----------------    ----------------
                                                                       494,812             469,806
Less current maturities                                                     (6)               (149)
                                                              ----------------    ----------------
                                                              $        494,806    $        469,657
                                                              ================    ================
</TABLE>

On December 21, 2005, the Company's Asian operations executed a $50,000
five-year unsecured, syndicated term and revolving credit facility agreement
to support its working capital needs (the Asian Credit Facility). The term
portion of the Asian Credit Facility (the Asian Term Credit Facility) is
$25,000 and requires semiannual payments of principal beginning November
2006. See the notes payable section of this footnote for a discussion of the
revolving portion and additional information related to the Asian Credit
Facility.

During the second quarter of 2004, the Company privately placed $200,000 of
3.50% Convertible Senior Debentures due 2034. The debentures are convertible
into shares of Kellwood's common stock at an initial conversion rate of
18.7434 shares per one thousand dollars original principal amount of
debentures (which is equivalent to an initial conversion price of $53.35 per
share) if the last reported sale price of the common stock is greater than
or equal to $70.05 per share for at least 20 trading days in the period of
30 consecutive trading days ending on the last trading day of the preceding
fiscal quarter. The holders may also convert the debentures into shares of
Kellwood common stock prior to the stated maturity if the Company calls the
debentures for redemption and under certain other circumstances. In July
2004, the Company irrevocably elected to satisfy in cash (in lieu of
issuance of stock) 100% of the accreted principal amount of debentures
converted. The Company may still satisfy the remainder of its conversion
obligation to the extent it exceeds the accreted principal amount in cash or
common stock or any combination thereof.

The debentures accrue interest at an annual rate of 3.50%, payable
semi-annually until June 15, 2011. After June 15, 2011 interest will not be
paid, but instead the recorded value of the bonds will increase until
maturity. At maturity, the holder will receive the accreted principal
amount, which will be equal to the original principal amount of one thousand
dollars per debenture plus the accreted interest.

The debentures will mature on June 15, 2034, unless earlier converted,
redeemed or repurchased by the Company. The Company may redeem some or all
of the debentures for cash, at any time and from time to time, on or after
June 20, 2011 at a redemption price equal to 100% of the accreted principal
amount of the debentures to be redeemed, plus accrued and unpaid interest.
Holders have the right to require the Company to repurchase some or all of
the debentures for cash at a repurchase price equal to 100% of the accreted
principal amount of the debentures to be repurchased, plus accrued and
unpaid interest on June 15, 2011, June 15, 2014, June 15, 2019, June 15,
2024 and June 15, 2029, or if the Company undergoes a fundamental change as
defined in the debentures agreement. The Company intends to use the net
proceeds from the offering for general corporate purposes, which may include
future acquisitions.

During 1997, $150,000 of 7.625% Debentures were issued under a shelf
registration. Principal on the notes is due October 15, 2017. Interest is
payable semi-annually on each April 15 and October 15. During 1999, $150,000
of 7.875% Debentures were issued under a shelf registration. Principal on
the notes is due July 15, 2009. Interest is payable semi-annually on each
January 15 and July 15. In prior fiscal years, the Company has purchased
portions of these securities on the open market.


                                     53

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


During 2004 the Company paid off the private placement notes that were set
to expire in 2005.

Aggregate maturities on long-term debt for the next five years are as
follows: 2006 - $6; 2007 - $8,333; 2008 - $5,556; 2009 - $145,769; 2010 -
$5,556; 2011 & thereafter - $329,592.

A Singaporean shirt manufacturing joint venture 50% owned by the Company has
a $5,056 credit facility. The Company has guaranteed one half of the
borrowings under this facility. At January 28, 2006, $1,829 was outstanding
under this facility.

NOTE 7.  LEASES
The Company leases substantially all of its office space, certain
distribution facilities, retail outlet stores and certain machinery and
equipment under operating leases having remaining terms ranging up to 9
years, excluding renewal terms. Rent under leases with scheduled rent
changes or lease concessions is recorded on a straight-line basis over the
lease term. Rent expense under all operating leases for 2005 totaled $30,431
($30,492 for 2004 and $32,718 for 2003).

The future minimum lease payments under capital and operating leases at
January 28, 2006 were as follows:

                                                   Capital       Operating
                                                 -----------    -----------
2006                                             $         6    $    25,009
2007                                                       -         22,116
2008                                                       -         15,372
2009                                                       -         11,151
2010                                                       -          6,007
Thereafter                                                 -          5,941
                                                 -----------    -----------
Total minimum lease payments                     $         6    $    85,596
                                                                ===========
Less amount representing interest                          -
                                                 -----------

Present value of net minimum lease payments      $         6
                                                 ===========

Minimum operating lease payments were not reduced for future minimum
sublease rentals of approximately $4.

NOTE 8.  RETIREMENT BENEFITS
Various contributory and/or noncontributory retirement plans cover
substantially all domestic and certain foreign employees. Total retirement
benefits expense includes the following:

<TABLE>
<CAPTION>
                                                  2005            2004            2003
                                              ------------    -----------     -----------

<S>                                           <C>             <C>             <C>
Defined contribution plans                    $      6,085    $     6,105     $     5,711
Single-employer defined benefit plans                1,309          1,815             862
Multi-employer defined benefit plan                    299            333             322
                                              ------------    -----------     -----------

Total retirement benefits expense             $      7,693    $     8,253     $     6,895
                                              ============    ===========     ===========
</TABLE>

Defined Contribution Plans:
The Company sponsors or contributes to various defined contribution
retirement benefit and savings plans covering substantially all employees.

Single-Employer Defined Benefit Plans:
The Company's Smart Shirts subsidiary maintains a defined benefit plan for
certain of its employees. This plan was closed to new hires after December
1, 2000. The Company's Gerber subsidiary maintains a defined benefit plan
for certain of its employees. This plan was frozen effective December 2002.
The Company is using a December 31 measurement date for these plans.

                                     54

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


Summarized information on the Company's single-employer defined benefit
plans (Gerber and Smart Shirts) is as follows:

<TABLE>
<CAPTION>
                                                                   2005            2004            2003
                                                                -----------     -----------    ------------
<S>                                                             <C>             <C>            <C>
Components of Net Periodic Pension Cost:
   Service cost                                                 $       494     $       903    $        550
   Interest cost                                                      2,176           2,742           2,361
   Expected return on plan assets                                    (1,996)         (2,173)         (2,112)
   Amortization of prior service costs and actuarial losses             239             343              63
   Settlement loss                                                      396               -               -
                                                                -----------     -----------    ------------
   Net periodic pension cost                                    $     1,309     $     1,815    $        862
                                                                ===========     ===========    ============

The weighted average key actuarial assumptions used to
  determine:

   Benefit obligations:
     Discount rate                                                      5.4%            5.8%            6.0%
     Expected long-term rate of return on plan assets                   6.8%            6.8%            6.6%
   Net periodic benefit cost:
     Discount rate                                                      5.8%            6.0%            6.3%
     Expected long-term rate of return on plan assets                   6.8%            6.6%            7.3%
     Rate of compensation increases                                     3.0%            3.0%            2.8%
</TABLE>

The market assumptions for the defined benefit plans are developed using
several approaches, including an analysis of historical returns, developing
an inflation expectation and real return risk premiums over inflation for
each asset class, and developing returns based on the drivers of return for
each asset class.

<TABLE>
<CAPTION>
                                                                   2005            2004
                                                                -----------     -----------
<S>                                                             <C>             <C>
Change in Projected Benefit Obligation:
Projected benefit obligation, beginning of year                 $    41,123     $    40,125
Service cost                                                            753           1,423
Interest cost                                                         2,176           2,742
Actuarial (gain)/loss                                                  (368)          1,311
Settlement loss                                                         396               -
Benefits paid                                                        (3,975)         (4,478)
                                                                -----------     -----------
Projected benefit obligation, end of year                       $    40,105     $    41,123
                                                                ===========     ===========

Change in Plan Assets:
Fair value of plan assets, beginning of year                    $    32,154     $    30,422
Actual return on plan assets                                          2,607           3,981
Employer contributions                                                2,053           1,764
Employee contributions                                                  227             465
Benefits paid                                                        (3,975)         (4,478)
                                                                -----------     -----------
Fair value of plan assets, end of year                          $    33,066     $    32,154
                                                                ===========     ===========

<CAPTION>
                                                                   2005            2004
                                                                -----------     -----------
<S>                                                             <C>             <C>
Reconciliation of funded status to prepaid pension cost:
Funded Status - Plan assets in excess of
  projected benefit obligation                                  $    (7,039)    $    (8,969)
Unamortized prior service costs                                          23              31
Unrecognized actuarial (gain)/loss                                   (1,156)             22
                                                                -----------     -----------
Accrued pension costs                                           $    (8,172)    $    (8,916)
                                                                ===========     ===========
</TABLE>


                                     55

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


Amounts recognized in the Consolidated Balance Sheet consist of the
following:

                                                   2005            2004
                                                -----------     -----------
Prepaid pension costs                           $         -     $         -
Accrued pension cost                                 (8,337)        (10,367)
Accumulated other comprehensive income                  165           1,451
                                                -----------     -----------
Net amount recognized                           $    (8,172)    $    (8,916)
                                                ===========     ===========

The decrease in the minimum liability included in other comprehensive income
in 2005 was $1,286 (a decrease of $844 for 2004). The accumulated benefit
obligation for all defined benefit pension plans was $38,336 and $39,187 at
January 28, 2006 and January 29, 2005, respectively. The Smart Shirts
pension plan had an accumulated benefit obligation in excess of plan assets
as follows:

                                                    Smart Shirts
                                            ---------------------------
                                                2005           2004
                                            ------------   ------------
Projected benefit obligation                $      9,452   $     10,457
Accumulated benefit obligation                     7,684          8,521
Fair value of plan assets                          7,453          7,197

The weighted average asset allocations for each of the Company's pension
plans by asset category are as follows:

<TABLE>
<CAPTION>
                                                 Gerber Plan Assets         Smart Shirts Plan Assets
                                            ---------------------------    --------------------------
Asset Category                                  2005           2004            2005           2004
--------------                              ------------   ------------    ------------   -----------
<S>                                                 <C>            <C>             <C>           <C>
Equity securities                                    70%            71%             47%           41%
Debt securities                                      29%            28%             53%           57%
Other                                                 1%             1%              0%            2%
                                            ------------   ------------    ------------   -----------
                                                    100%           100%            100%          100%
                                            ============   ============    ============   ===========
</TABLE>

Gerber's retirement assets are invested in a series of broadly diversified
asset class specific portfolios. Assets are allocated to these funds in
accordance with the strategic target allocation as follows: equity
securities of 67%, debt securities of 30% and cash of 3%. Smart Shirts
investment policies are to maintain solvency for the future, establish an
overall average company contribution rate and ensure the ability to pay
short-term distributions. The target allocations for the Smart Shirts plan
assets are 60% debt securities and 40% equity securities.

The Company expects to contribute approximately $1,500 to its pension plans
during 2006.

The Plans expect to make payments ranging from $2,200 to $3,500 annually for
the next five years and payments totaling $17,200 for the years 2011 through
2015.

Multi-Employer Defined Benefit Plan:
Certain of the Company's subsidiaries make contributions to a multi-employer
defined benefit plan on behalf of their participating employees. The plan
administrator estimates that if the Company were to withdraw from the plan,
its potential liability for unfunded plan benefits would be approximately
$4,000 as of December 31, 2004, the date of the most recent actuarial
valuation report.

NOTE 9.  STOCK PLANS
The amended Restricted Stock Compensation Plan of 1969 and the Corporate
Development Incentive Plan of 1986 provide for the granting of common stock
to key employees as performance and incentive bonuses. The shares granted
may not be transferred, sold, pledged or otherwise disposed of prior to the
lapse of certain restrictions. There was no expense recorded under these
plans for 2005 ($0 for 2004 and $4,505 for 2003). At January 28, 2006, there
were 1,001,624 shares available to be granted under these plans to qualified
employees.

Options to purchase common stock have been granted to key employees under
various plans at option prices not less than the fair market value on the
date of the grant. At January 28, 2006, 181 officers and other key employees
held options to purchase shares. The options expire 10 years after grant on
dates ranging from May 30, 2006 to March 10, 2015 and are exercisable in
cumulative installments only after stated intervals of time and are
conditional upon active employment, except for periods following disability
or retirement.
                                     56

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


The fair value of options granted (which is recorded as expense over the
option vesting period in determining the pro forma impact), utilized in the
disclosures contained in Note 1 is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions:
<TABLE>
<CAPTION>
                                              2005            2004           2003
                                           ----------      ----------     ----------

<S>                                           <C>             <C>            <C>
Expected option life                          6 years         6 years        6 years

Risk-free interest rate                          4.5%            3.0%           2.6%

Expected volatility of
   Kellwood stock                               33.6%           36.8%          37.7%

Expected dividend yield on                                                      2.1%
   Kellwood stock                                2.2%            1.5%        to 2.6%
</TABLE>

The weighted-average grant date fair value of options granted was $9.36 for
2005, $14.58 for 2004 and $7.56 for 2003. Presented below is a summary of
stock option plans' activity for the years and as of the dates shown:
<TABLE>
<CAPTION>
                                          2005                         2004                         2003
                               ---------------------------  --------------------------  ---------------------------
                                                Exercise                    Exercise                     Exercise
(Shares in 000's)                 Options       Price (1)      Options      Price (1)      Options       Price (1)
                               ------------   ------------  -----------    -----------  ------------   ------------

<S>                                   <C>     <C>                 <C>      <C>                 <C>     <C>
Beginning Balance                     2,633   $     28.26         2,930    $     23.98         3,312   $      23.25
   Granted                              491         29.18           610          42.37           573          25.15
   Exercised                           (213)        20.41          (792)         23.50          (798)         21.87
   Forfeited or expired                (163)        31.48          (115)         26.68          (157)         23.54
                               ------------   -----------   -----------    -----------  ------------   ------------
Ending Balance                        2,748   $     28.84         2,633    $     28.26         2,930   $      23.98
                               ------------   -----------   -----------    -----------  ------------   ------------
Exercisable at
  Year-end                            1,705   $     30.02         1,048    $     24.15         1,354   $      24.11
                               ------------   -----------   -----------    -----------  ------------   ------------
</TABLE>

Options outstanding and exercisable at January 28, 2006 include the
following:
<TABLE>
<CAPTION>
(Shares in 000's)                Options outstanding                     Options exercisable
                       ----------------------------------------        ----------------------
Range of               Remaining                      Exercise                      Exercise
Prices                 Life (1)        Options        Price (1)        Options      Price (1)
                       ---------       -------        ---------        -------      ---------
<S>                    <C>              <C>            <C>              <C>          <C>
$16.13 - 16.97         3.7 years          176          $16.84             176        $16.84
$21.81 - 29.67         6.3 years        1,893           25.89             850         24.62
$32.28 - 36.00         2.3 years          149           32.38             149         32.38
$42.31 - 42.37         8.1 years          530           42.37             530         42.37
                       ---------        -----          ------           -----        ------
$16.13 - 42.37         6.3 years        2,748          $28.84           1,705        $30.02
                                        =====          ======           =====        ======
<FN>
(1) Weighted Average
</TABLE>

On March 10, 2005, the Company's Board of Directors approved an acceleration
of the exercisability of all unvested portions of stock options granted to
employees and executive officers on March 4, 2004, pursuant to the Kellwood
Company 1995 Omnibus Incentive Stock Plan. These options have an exercise
price greatly in excess of current stock price (are underwater), and are not
fully achieving the original objective of incentive compensation. The
acceleration eliminates future compensation expense the Company would
otherwise recognize in its income statement with respect to these options
once FASB Statement No. 123R (Share Based Payment) becomes effective in
2006. Due to the significant difference between the current stock price and
the option exercise price, it is unlikely that the expense otherwise
required will accurately reflect compensation received.

There were approximately 455,000 unvested options, having an exercise price
of $42.37 per share subject to this acceleration (approximately 100,000 of
these options are held by the executive officers). Pro forma compensation
expense disclosed in Note 1 for the year ended January 28, 2006 includes
$3,356 after tax ($4,935 before tax) related to the acceleration of these
options.
                                     57

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


NOTE 10.  CAPITAL STOCK
The reported outstanding shares of common stock have been reduced by
treasury stock totaling 8,435,267 shares at January 28, 2006 (6,402,435
shares at January 29, 2005).

Authorized capital includes 500,000 shares of preferred stock, none of which
have been issued.

The Company has adopted a Rights Agreement. Each outstanding common share
has associated with it one right to purchase a specified amount of Series A
Junior Preferred Stock at a stipulated price in certain circumstances
related to changes in the ownership of the common shares of the Company.
There are 160,000 shares of Preferred Stock reserved for the exercise of the
rights. None of the rights were exercisable as of January 28, 2006.

In July 2005, the Company announced a stock repurchase program (Stock
Repurchase Program). The Board of Directors authorized the Company to
repurchase, at the Company's discretion, up to ten percent of the
outstanding shares of its common stock through open market or privately
negotiated transactions. The Board of Directors has approved the investment
of up to $75,000 for this purpose. During fiscal year 2005, the Company
repurchased 2,218,200 shares at an average price of $24.99 per share,
totaling $55,430. Payments made under the Stock Repurchase Program are
recorded in Treasury Stock on the Consolidated Balance Sheet.

NOTE 11.  INCOME TAXES
The provision (benefit) for income taxes for continuing operations consists
of the following:

<TABLE>
<CAPTION>
                                                           2005           2004           2003
                                                       -----------     -----------    -----------
<S>                                                    <C>             <C>            <C>
Current:
   Domestic:
       Federal                                         $    (2,778)    $    12,070    $    35,071
       State                                                 1,517             646          2,802
   Foreign                                                   5,514           4,970          4,234
                                                       -----------     -----------    -----------
Total current provision for income taxes                     4,253          17,686         42,107
Deferred (primarily federal)                                 2,353          15,145         (7,195)
Effect of repatriation of foreign earnings                 (13,000)              -              -
                                                       -----------     -----------    -----------
Total (benefit) provision for income taxes             $    (6,394)    $    32,831    $    34,912
                                                       ===========     ===========    ===========

The sources of (loss) income before income taxes are:
   United States                                       $   (11,690)    $    70,175    $    75,417
   Foreign                                                  28,399          27,043         27,342
                                                       -----------     -----------    -----------
Kellwood total                                         $    16,709     $    97,218    $   102,759
                                                       ===========     ===========    ===========
</TABLE>

In October 2004, the American Jobs Creation Act of 2004 (the Act) was signed
into law. The Act provides a special one-time deduction of 85% of foreign
earnings that are repatriated under a domestic reinvestment plan, as defined
therein. During 2005, the Company adopted a formal domestic reinvestment
plan that resulted in the repatriation of $160,000 of foreign earnings. This
repatriation resulted in a one-time tax benefit of $13,000 recorded during
the second quarter of 2005 due to the reversal of $23,500 of previously
provided taxes on foreign earnings, which will not be incurred under the new
regulations, offset by $10,500 of taxes provided on earnings to be
repatriated.

The Company's effective tax rate on pretax earnings from continuing
operations, excluding charges associated with the 2005 Restructuring Plan
and the $13,000 effect of the repatriation described above, was lowered in
2005 (32.0% in 2005 versus 33.8% in 2004) as the incremental U.S. tax on
current year foreign earnings were significantly less.

The Company's effective tax rate on all charges associated with the 2005
Restructuring Plan was 29.7%. This effective rate is less than the U.S.
statutory rate of 35.0% primarily due to the non-deductibility of the
goodwill impairment recorded under the 2005 Restructuring Plan.


                                     58

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


Current income taxes are the amounts payable under the respective tax
regulations on each year's earnings and on foreign earnings remitted during
the year. A reconciliation of the federal statutory income tax rate to the
effective tax rate (including impairment, restructuring and related
non-recurring charges and repatriation) is as follows:

<TABLE>
<CAPTION>
                                                2005                        2004                        2003
                                     --------------------------  --------------------------  --------------------------
                                        Dollars     Percentage      Dollars     Percentage      Dollars     Percentage
                                     ------------  ------------  ------------  ------------  ------------  ------------
<S>                                  <C>                <C>      <C>                 <C>     <C>                 <C>
Statutory rate                       $      5,848        35.0%   $     34,026        35.0%   $     35,966        35.0%
State taxes, net of federal benefit         1,108         6.6%          1,245         1.3%          1,388         1.3%
Foreign tax rate differential              (4,430)      (26.5%)        (1,403)       (1.4%)        (2,525)       (2.5%)
Non-deductible impairment                   2,866        17.2%              -         0.0%              -         0.0%
Other                                       1,214         7.2%         (1,037)       (1.1%)            83         0.2%
                                     ------------  ------------  ------------  -----------   ------------  -----------
   Prior to repatriation benefit            6,606        39.5%         32,831        33.8%         34,912        34.0%
Repatriation benefit                      (13,000)      (77.8%)             -         0.0%              -         0.0%
                                     ------------  -----------   ------------  -----------   ------------  -----------
   Total                             $     (6,394)      (38.3%)  $     32,831        33.8%   $     34,912        34.0%
                                     ============  ===========   ============  ===========   ============  ===========
</TABLE>

Deferred income tax assets and liabilities consisted of the following:

<TABLE>
<CAPTION>
                                                            2005                2004
                                                       ---------------     --------------
<S>                                                    <C>                 <C>
Deferred tax assets
   Employee related costs                              $        18,033     $       19,142
   Allowance for asset valuations                               17,030             21,262
   Other                                                        10,056              9,593
                                                       ---------------     --------------
Net deferred income tax assets                         $        45,119     $       49,997
                                                       ---------------     --------------

Deferred tax liabilities
   Depreciation and amortization                       $       (15,928)    $      (22,243)
   Other                                                        (5,067)           (27,006)
                                                       ---------------     --------------
Net deferred income tax liabilities                    $       (20,995)    $      (49,249)
                                                       ---------------     --------------

Net deferred income tax assets / (liabilities)         $        24,124     $          748
                                                       ===============     ==============

Included in:
    Current deferred taxes and prepaid expenses        $        26,407     $       31,728
    Deferred income taxes and other                             (2,283)           (30,980)
                                                       ---------------     --------------
Net deferred income tax assets / (liabilities)         $        24,124     $          748
                                                       ===============     ==============
</TABLE>

As of January 28, 2006 and January 29, 2005, the other deferred tax asset
shown above consists substantially of deferred tax assets for accrued
expenses not deductible until paid. As of January 29, 2005, the other
deferred tax liability shown above consists substantially of deferred tax
liabilities for undistributed foreign earnings not considered to be
permanently invested. As of January 28, 2006 and January 29, 2005, there
were no valuation allowances recognized for deferred tax assets.

Federal income taxes are provided on earnings of foreign subsidiaries except
to the extent that such earnings are currently expected to be permanently
reinvested abroad. The Company had no undistributed foreign earnings that it
currently considers to be permanently reinvested abroad through January 28,
2006 as a result of the repatriation of foreign earnings during 2005.


                                     59

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


NOTE 12.  EARNINGS (LOSS) PER SHARE
Earnings (loss) per share have been calculated as follows:

<TABLE>
<CAPTION>
                                                           2005           2004           2003
                                                       -----------     -----------    -----------
<S>                                                    <C>             <C>            <C>
Numerators:
   Net earnings from continuing operations             $    23,103     $    64,387    $    67,847
   Net (loss) earnings from discontinued operations        (61,516)          1,949           (456)
                                                       -----------     -----------    -----------
   Net (loss) earnings                                 $   (38,413)    $    66,336    $    67,391
                                                       ===========     ===========    ===========

Denominators (000's):
    Average shares outstanding - Basic                      26,986          27,504         26,499
    Impact of stock options                                    108             535            601
                                                       -----------     -----------    -----------
    Average shares outstanding - Diluted                    27,094          28,039         27,100
                                                       -----------     -----------    -----------

Continuing operations                                  $      0.86     $      2.34    $      2.56
Discontinued operations                                      (2.28)           0.07          (0.02)
                                                       -----------     -----------    -----------
   Basic (loss) earnings per share                     $     (1.42)    $      2.41    $      2.54
                                                       ===========     ===========    ===========

Continuing operations                                  $      0.85     $      2.30    $      2.50
Discontinued operations                                      (2.27)           0.07          (0.02)
                                                       -----------     -----------    -----------
   Diluted (loss) earnings per share                   $     (1.42)    $      2.37    $      2.49
                                                       ===========     ===========    ===========
</TABLE>

The calculation of diluted earnings per share excludes the impact of the
contingent convertible debt for 2005 and 2004, and 2,318,975 and 601,000
stock options in 2005 and 2004, respectively, because to include them would
have been antidilutive.

NOTE 13.  COMMITMENTS AND CONTINGENCIES
The Company is currently party to various legal proceedings. While
management, including internal counsel, currently believes that the ultimate
outcome of these proceedings, individually and in the aggregate, will not
have a material adverse impact on the Company's financial position or
overall trends in results of operations, litigation is subject to inherent
uncertainties.

The Company has exclusive license agreements to market apparel under
trademarks owned by other parties. These include Calvin Klein(R) and IZOD(R)
for women's sportswear, Def Jam(TM) for men's and women's sportswear, Liz
Claiborne(R) for women's dresses and suits and XOXO(R) for junior's
sportswear and dresses. These agreements contain provisions for minimum
royalty and advertising payments based on anticipated sales in future
periods. In 2005 the royalty and advertising expense for these agreements
totaled $26,701 and $11,055, respectively ($26,896 and $12,727 in 2004 and
$17,061 and $1,948 in 2003).

Detail of the future minimum payments for all license agreements is as
follows:

                                         Royalties     Advertising
                                        -----------    ------------
2006                                    $    23,136    $     11,597
2007                                         18,588          10,611
2008                                         13,420           8,643
2009                                             50               -
2010                                             50               -
Thereafter                                       50               -
                                        -----------    ------------
Total                                   $    55,294    $     30,851
                                        ===========    ============


                                     60

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


NOTE 14.  INDUSTRY SEGMENT AND GEOGRAPHIC AREA INFORMATION
The Company and its subsidiaries are principally engaged in the apparel and
related soft goods industries. The Company's operations are managed in a
number of divisions that are organized around individual product lines and
brands. These divisions are aggregated into three major consumer market
product groupings along with General Corporate, which represent the
Company's reportable segments. These segments are:

     o   WOMEN'S SPORTSWEAR designs, merchandises and sells women's
         sportswear sold through leading retailers in all channels of
         distribution. The product line includes blazers, dresses, sweaters,
         blouses, vests, other tops, skirts, pants and skorts. The business
         is primarily branded goods sold at the popular-to-moderate price
         points, but the segment does include some better-to-bridge lines -
         upper price point women's sportswear sold principally to specialty
         stores, department stores and catalog houses. A partial list of
         such brands are Sag Harbor(R), Koret(R), Dorby(TM), My Michelle(R)
         and Briggs New York(R). Calvin Klein(R), XOXO(R), IZOD(R), Liz
         Claiborne(R) Dresses and Suits and David Meister(TM) are produced
         under licensing agreements.

     o   MEN'S SPORTSWEAR designs, manufactures and sells men's woven and
         knit shirts, pants and jeans sold to leading department stores,
         catalog houses and national chains. The business is primarily
         private label but also includes a number of branded programs such
         as Nautica(R), Claiborne(R) and Dockers(R) dress shirts and Phat
         Farm(R) and Northern Isles(R) sportswear.

     o   OTHER SOFT GOODS designs, merchandises and sells infant apparel and
         recreation products (tents, sleeping bags, backpacks and related
         products). The business is primarily branded goods including
         Kelty(R) and Sierra Design(R) for recreation products and Gerber(R)
         for infant apparel.

     o   GENERAL CORPORATE includes general and administrative expenses at
         the corporate level that are not allocated to the above segments.

Management evaluates the performance of its operating segments separately to
individually monitor the different factors affecting financial performance.
Segment earnings for the three major consumer market product segments
includes substantially all of the segment's costs of production,
distribution and administration.

Segment net assets measures net working capital, net fixed assets and other
noncurrent assets and liabilities of each segment. Goodwill, net intangibles
and certain corporate assets, including capitalized software and debt and
cash balances, are accounted for at the corporate level and as a result are
included in the General Corporate segment net assets. Amortization of
intangibles is accounted for at the corporate level and is not allocated to
the segments. Capital expenditures exclude the cost of long-lived assets
included in acquisitions accounted for under purchase accounting.


                                     61

<PAGE>
<PAGE>

<TABLE>
                                 KELLWOOD COMPANY AND SUBSIDIARIES
                                 ---------------------------------
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                      ------------------------------------------------------
                          (Dollars in thousands, except per share data)

<CAPTION>
                                                     2005              2004              2003
                                                 -------------    --------------    -------------
<S>                                              <C>              <C>               <C>
Net sales:
   Women's Sportswear                            $   1,244,712    $    1,389,464    $   1,305,881
   Men's Sportswear                                    498,061           505,318          361,085
   Other Soft Goods                                    319,371           305,194          304,019
                                                 -------------    --------------    -------------
   Kellwood net sales                            $   2,062,144    $    2,199,976    $   1,970,985
                                                 =============    ==============    =============

Segment earnings:
   Women's Sportswear                            $      61,867    $       97,817    $     115,360
   Men's Sportswear                                     43,262            52,645           39,463
   Other Soft Goods                                     31,205            28,211           25,312
   General Corporate                                   (44,705)          (45,917)         (47,144)
                                                 -------------    --------------    -------------
   Total segments                                       91,629           132,756          132,991

Amortization of intangible assets                       10,685            11,804            7,902
Impairment, restructuring and
  related non-recurring charges                         42,341                 -                -
Interest expense, net                                   23,240            25,860           24,676
Other (income) and expense, net                         (1,346)           (2,126)          (2,346)
                                                 -------------    --------------    -------------
Earnings before income taxes                     $      16,709    $       97,218    $     102,759
                                                 =============    ==============    =============

Net assets at end of year:
   Women's Sportswear                            $     184,919    $      266,336    $     262,450
   Men's Sportswear                                    111,426           160,060          133,350
   Other Soft Goods                                     38,030            51,893           43,323
   General Corporate                                   242,316           100,251           84,804
                                                 -------------    --------------    -------------
   Continuing operations                               576,691           578,540          523,927
   Discontinued operations                              32,676           134,984          115,761
                                                 -------------    --------------    -------------
   Kellwood total                                $     609,367    $      713,524    $     639,688
                                                 =============    ==============    =============

Capital expenditures:
   Women's Sportswear                            $       3,325    $        4,762    $       7,272
   Men's Sportswear                                     11,783             8,961            5,989
   Other Soft Goods                                        354               915              579
   General Corporate                                     4,190             8,679            7,582
                                                 -------------    --------------    -------------
   Continuing operations                                19,652            23,317           21,422
   Discontinued operations                                 (70)            4,119              335
                                                 -------------    --------------    -------------
   Kellwood total                                $      19,582    $       27,436    $      21,757
                                                 =============    ==============    =============

Depreciation expense:
   Women's Sportswear                            $       6,237    $        6,499    $       6,251
   Men's Sportswear                                      8,854             8,110            7,729
   Other Soft Goods                                      1,351             2,147            2,540
   General Corporate                                     9,793             9,147            7,658
                                                 -------------    --------------    -------------
   Continuing operations                                26,235            25,903           24,178
   Discontinued operations                               1,065             1,249            2,152
                                                 -------------    --------------    -------------
   Kellwood total                                $      27,300    $       27,152    $      26,330
                                                 =============    ==============    =============
</TABLE>


Substantially all sales are to U.S. customers. Sales and transfers between
segments were not significant. Approximately $30,977 of the Company's net
property, plant and equipment is located in Asia.


                                     62

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)

NOTE 15.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION
On March 15, 2005, certain of the Company's subsidiaries became guarantors
of the Company's public debt. Each subsidiary guarantor is wholly owned by
the Company and organized in the United States. All guarantees are full and
unconditional. Non-guarantors primarily consist of subsidiaries of the
Company, which are organized outside the United States. The following
condensed consolidating statements of earnings, balance sheets and
statements of cash flows have been prepared using the equity method of
accounting in accordance with the requirements for presentation of such
information.

<TABLE>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED JANUARY 28, 2006

<CAPTION>
                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------
<S>                                    <C>             <C>             <C>               <C>              <C>
Net sales                              $   1,049,666   $     840,793   $       506,228   $     (334,543)  $   2,062,144
Costs and expenses:
   Cost of products sold                     890,887         640,680           438,659         (332,793)      1,637,433
   SG&A                                      169,502         125,298            40,032           (1,750)        333,082
   Amortization of intangible assets             333          10,352                 -                -          10,685
   Impairment, restructuring and
     related non-recurring charges            42,128               -               213                -          42,341
   Interest expense, net                      24,865            (142)           (1,483)               -          23,240
   Intercompany interest expense, net          9,219          (9,219)                -                -               -
   Other (income) and expense, net               (69)           (165)           (1,112)               -          (1,346)
   Intercompany other (income) and
     expense, net                             39,186         (39,186)                -                -               -
                                       -------------   -------------   ---------------   --------------   -------------
Earnings before income taxes                (126,385)        113,175            29,919                -          16,709
Income taxes                                 (58,940)         46,160             6,386                -          (6,394)
Equity in earnings of subsidiaries            90,548           1,029                 -          (91,577)              -
                                       -------------   -------------   ---------------   --------------   -------------
Net earnings from continuing
   operations                                 23,103          68,044            23,533          (91,577)         23,103
Net earnings (loss) from discontinued
   operations                                (61,516)         (6,087)           (2,050)           8,137         (61,516)
                                       -------------   -------------   ---------------   --------------   -------------
Net earnings                           $     (38,413)  $      61,957   $        21,483   $      (83,440)  $     (38,413)
                                       =============   =============   ===============   ==============   =============
</TABLE>

                                     63

<PAGE>
<PAGE>


<TABLE>
                                          KELLWOOD COMPANY AND SUBSIDIARIES
                                          ---------------------------------
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ------------------------------------------------------
                                   (Dollars in thousands, except per share data)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED JANUARY 29, 2005

<CAPTION>
                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------

<S>                                    <C>             <C>             <C>               <C>              <C>
Net sales                              $  1,115,383    $     921,352   $       560,815   $     (397,574)  $   2,199,976
Costs and expenses:
   Cost of products sold                    921,550          702,703           492,814         (396,257)      1,720,810
   SG&A                                     172,483          133,567            41,677           (1,317)        346,410
   Amortization of intangible assets            481           11,284                39                -          11,804
   Interest expense, net                     26,105             (951)              706                -          25,860
   Intercompany interest expense, net         3,867           (3,867)                -                -               -
   Other (income) and expense, net             (173)             278            (2,231)               -          (2,126)
   Intercompany other (income) and
     expense, net                            41,758          (41,758)                -                -               -
                                       ------------    -------------   ---------------   --------------   -------------
Earnings before income taxes                (50,688)         120,096            27,810                -          97,218
Income taxes                                (20,248)          47,974             5,105                -          32,831
Equity in earnings of subsidiaries           94,827             (254)                -          (94,573)              -
                                       ------------    -------------   ---------------   --------------   -------------
Net earnings from continuing
   operations                                64,387           71,868            22,705          (94,573)         64,387
Net earnings (loss) from discontinued
   operations                                 1,949           (2,409)             (195)           2,604           1,949
                                       ------------    -------------   ---------------   --------------   -------------
Net earnings                           $     66,336    $      69,459   $        22,510   $      (91,969)  $      66,336
                                       ============    =============   ===============   ==============   =============

<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDED JANUARY 31, 2004

                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------
<S>                                    <C>             <C>             <C>               <C>              <C>
Net sales                              $     923,369   $     909,783   $       437,164   $     (299,331)  $   1,970,985
Costs and expenses:
   Cost of products sold                     764,489         720,915           366,465         (299,331)      1,552,538
   SG&A                                      131,261         111,301            42,894                -         285,456
   Amortization of intangible assets           1,001           6,857                44                -           7,902
   Interest expense, net                      24,817          (1,430)            1,289                -          24,676
   Intercompany interest expense, net          6,974          (6,974)                -                -               -
   Other (income) and expense, net            (1,129)           (286)             (931)               -          (2,346)
   Intercompany other (income) and
     expense, net                             48,788         (48,788)                -                -               -
                                       -------------   -------------   ---------------   --------------   -------------
Earnings before income taxes                 (52,832)        128,188            27,403                -         102,759
Income taxes                                 (21,489)         52,142             4,259                -          34,912
Equity in earnings of subsidiaries            99,190            (514)                -          (98,676)              -
                                       -------------   -------------   ---------------   --------------   -------------
Net earnings from continuing
   operations                                 67,847          75,532            23,144          (98,676)         67,847
Net earnings (loss) from discontinued
   operations                                   (456)             95             1,221           (1,316)           (456)
                                       -------------   -------------   ---------------   --------------   -------------
Net earnings                           $      67,391   $      75,627   $        24,365   $      (99,992)  $      67,391
                                       =============   =============   ===============   ==============   =============
</TABLE>

                                     64

<PAGE>
<PAGE>

<TABLE>
                                          KELLWOOD COMPANY AND SUBSIDIARIES
                                          ---------------------------------
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ------------------------------------------------------
                                   (Dollars in thousands, except per share data)

CONDENSED CONSOLIDATING BALANCE SHEET
JANUARY 28, 2006

<CAPTION>
                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------
<S>                                    <C>             <C>             <C>               <C>              <C>
ASSETS
Current Assets:
   Cash and cash equivalents           $    430,759    $       1,895   $           171   $            -   $     432,825
   Receivables, net                        (151,352)         422,504            22,892                -         294,044
   Inventories                               76,994           72,482            56,927                -         206,403
   Current deferred taxes and
     prepaid expenses                        39,334            3,591             3,432                -          46,357
   Current assets of
     discontinued operations                 61,392            1,204                79                -          62,675
                                       ------------    -------------   ---------------   --------------   -------------
     Total current assets                   457,127          501,676            83,501                -       1,042,304
Property, plant and equipment, net           36,007           10,333            33,397                -          79,737
Intercompany (payable) receivable          (425,194)         443,461           (18,267)               -               -
Intangible assets, net                        2,556          157,471                 -                -         160,027
Goodwill                                      5,343          198,488                 -                -         203,831
Investments in subsidiaries               1,219,180            1,767                 -       (1,220,947)              -
Other assets                                 18,176            2,616             6,066                -          26,858
Long-term assets of discontinued
   operations                                   884                -                 5                -             889
                                       ------------    -------------   ---------------   --------------   -------------
Total assets                           $  1,314,079    $   1,315,812   $       104,702   $   (1,220,947)  $   1,513,646
                                       ============    =============   ===============   ==============   =============

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
   Notes payable and current
     portion of long-term debt         $          -    $           6   $        13,565   $            -   $      13,571
   Accounts payable                          74,488           64,879            31,547                -         170,914
   Other accrued expenses                    91,557           27,829            18,307                -         137,693
   Current liabilities of
     discontinued operations                 32,153             (921)             (344)               -          30,888
                                       ------------    -------------   ---------------   --------------   -------------
     Total current liabilities              198,198           91,793            63,075                -         353,066
Long-term debt                              469,806                -            25,000                -         494,806
Deferred income taxes and other              36,708           19,577               122                -          56,407
Shareowners' equity                         609,367        1,204,442            16,505       (1,220,947)        609,367
                                       ------------    -------------   ---------------   --------------   -------------
Total liabilities and
   shareowners' equity                 $  1,314,079    $   1,315,812   $       104,702   $   (1,220,947)  $   1,513,646
                                       ============    =============   ===============   ==============   =============
</TABLE>

                                     65

<PAGE>
<PAGE>

<TABLE>
                                          KELLWOOD COMPANY AND SUBSIDIARIES
                                          ---------------------------------
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ------------------------------------------------------
                                   (Dollars in thousands, except per share data)


CONDENSED CONSOLIDATING BALANCE SHEET
JANUARY 29, 2005

<CAPTION>
                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------
<S>                                    <C>             <C>             <C>               <C>              <C>
ASSETS
Current Assets:
   Cash and cash equivalents           $    226,687    $       3,278   $        31,044   $            -   $     261,009
   Receivables, net                          18,321          271,728            20,612                -         310,661
   Inventories                              124,367           79,178            66,313                -         269,858
   Current deferred taxes and
     prepaid expenses                        41,561            3,525             4,297                -          49,383
   Current assets of
     discontinued operations                130,297            5,965             2,741                -         139,003
                                       ------------    -------------   ---------------   --------------   -------------
     Total current assets                   541,233          363,674           125,007                -       1,029,914
Property, plant and equipment, net           45,410           13,797            30,393                -          89,600
Intercompany (payable) receivable          (506,457)         461,723            44,734                -               -
Intangible assets, net                        2,910          178,687                 -                -         181,597
Goodwill                                      5,344          209,403                 -                -         214,747
Investments in subsidiaries               1,296,770              737                 -       (1,297,507)              -
Other assets                                 27,919            2,828             5,604                -          36,351
Long-term assets of discontinued
   operations                                15,322           11,850               511                -          27,683
                                       ------------    -------------   ---------------   --------------   -------------
Total assets                           $  1,428,451    $   1,242,699   $       206,249   $   (1,297,507)  $   1,579,892
                                       ============    =============   ===============   ==============   =============

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
   Notes payable and current
     portion of long-term debt         $          -    $         149   $             -   $            -   $         149
   Accounts payable                          83,197           48,939            26,805                -         158,941
   Other accrued expenses                    65,351           29,862            23,000                -         118,213
   Current liabilities of
     discontinued operations                 27,682            2,749             1,271                -          31,702
                                       ------------    -------------   ---------------   --------------   -------------
     Total current liabilities              176,230           81,699            51,076                -         309,005
Long-term debt                              469,652                5                 -                -         469,657
Deferred income taxes and other              69,045           18,510               151                -          87,706
Shareowners' equity                         713,524        1,142,485           155,022       (1,297,507)        713,524
                                       ------------    -------------   ---------------   --------------   -------------
Total liabilities and
   shareowners' equity                 $  1,428,451    $   1,242,699   $       206,249   $   (1,297,507)  $   1,579,892
                                       ============    =============   ===============   ==============   =============
</TABLE>


                                     66

<PAGE>
<PAGE>

<TABLE>
                                          KELLWOOD COMPANY AND SUBSIDIARIES
                                          ---------------------------------
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ------------------------------------------------------
                                   (Dollars in thousands, except per share data)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED JANUARY 28, 2006

<CAPTION>
                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------
<S>                                    <C>             <C>             <C>               <C>              <C>
NET CASH PROVIDED BY
   (USED IN) OPERATING ACTIVITIES      $     133,501   $      96,491   $        36,486   $      (36,350)  $     230,128
                                       -------------   -------------   ---------------   --------------   -------------

INVESTING ACTIVITIES:
Additions to property, plant and
   equipment                                  (6,895)         (2,134)          (10,553)               -         (19,582)
Acquisitions, net of cash acquired           (12,178)              -                 -                -         (12,178)
Receipts for subordinated
   note receivable                             2,750               -                 -                -           2,750
Dispositions of fixed assets                  (4,457)          3,611             1,628                -             782
                                       -------------   -------------   ---------------   --------------   -------------
Net cash (used in) provided by
   investing activities                      (20,780)          1,477            (8,925)               -         (28,228)
                                       -------------   -------------   ---------------   --------------   -------------

FINANCING ACTIVITIES:
Borrowings of long-term debt                       -               -            25,000                -          25,000
Net borrowings (repayments) of
   notes payable                                   -               -            13,565                -          13,565
Dividends paid                               (17,361)              -                 -                -         (17,361)
Stock purchases under Stock
   Repurchase Plan                           (55,430)              -                 -                -         (55,430)
Stock transactions under
   incentive plans                             4,142               -                 -                -           4,142
Intercompany dividends                       160,000         (99,351)          (96,999)          36,350               -
                                       -------------   -------------   ---------------   --------------   -------------
Net cash provided by
   (used in) financing activities             91,351         (99,351)          (58,434)          36,350         (30,084)
                                       -------------   -------------   ---------------   --------------   -------------

Net change in cash and cash
   equivalents                               204,072          (1,383)          (30,873)               -         171,816
Cash and cash equivalents,
   beginning of year                         226,687           3,278            31,044                -         261,009
                                       -------------   -------------   ---------------   --------------   -------------
Cash and cash equivalents,
   end of year                         $     430,759   $       1,895   $           171   $            -   $     432,825
                                       =============   =============   ===============   ==============   =============
</TABLE>

                                     67

<PAGE>
<PAGE>

<TABLE>
                                          KELLWOOD COMPANY AND SUBSIDIARIES
                                          ---------------------------------
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ------------------------------------------------------
                                   (Dollars in thousands, except per share data)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED JANUARY 29, 2005

<CAPTION>
                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------
<S>                                    <C>             <C>             <C>               <C>              <C>
NET CASH PROVIDED BY
   (USED IN) OPERATING ACTIVITIES      $      52,635   $      91,274   $         8,652   $      (91,377)  $      61,184
                                       -------------   -------------   ---------------   --------------   -------------

INVESTING ACTIVITIES:
Additions to property, plant and
   equipment                                 (14,604)         (3,133)           (9,699)               -         (27,436)
Acquisitions, net of cash acquired          (144,722)              -                 -                -        (144,722)
Receipts for subordinated
   note receivable                             2,063               -                 -                -           2,063
Dispositions of fixed assets                     166             134               136                -             436
                                       -------------   -------------   ---------------   --------------   -------------
Net cash used in
   investing activities                     (157,097)         (2,999)           (9,563)               -        (169,659)
                                       -------------   -------------   ---------------   --------------   -------------

FINANCING ACTIVITIES:
Borrowings of long-term debt                 195,343               -                 -                -         195,343
Repayments of long-term debt                  (4,448)              -                 -                -          (4,448)
Dividends paid                               (17,584)              -                 -                -         (17,584)
Stock transactions under
   incentive plans                            17,495               -                 -                -          17,495
Intercompany dividends                             -         (86,644)           (4,733)          91,377               -
                                       -------------   -------------   ---------------   --------------   -------------
Net cash provided by
   (used in) financing activities            190,806         (86,644)           (4,733)          91,377         190,806
                                       -------------   -------------   ---------------   --------------   -------------

Net change in cash and cash
   equivalents                                86,344           1,631            (5,644)               -          82,331
Cash and cash equivalents,
   beginning of year                         140,343           1,647            36,688                -         178,678
                                       -------------   -------------   ---------------   --------------   -------------
Cash and cash equivalents,
   end of year                         $     226,687   $       3,278   $        31,044   $            -   $     261,009
                                       =============   =============   ===============   ==============   =============
</TABLE>


                                     68

<PAGE>
<PAGE>

<TABLE>
                                          KELLWOOD COMPANY AND SUBSIDIARIES
                                          ---------------------------------
                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ------------------------------------------------------
                                   (Dollars in thousands, except per share data)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED JANUARY 31, 2004

<CAPTION>
                                          Kellwood
                                           Company       Subsidiary       Subsidiary      Consolidating    Consolidated
                                          (Parent)       Guarantors     Non-Guarantors     Adjustments         Total
                                       -------------   -------------   ---------------   --------------   -------------
<S>                                    <C>             <C>             <C>               <C>              <C>
NET CASH PROVIDED BY
   (USED IN) OPERATING ACTIVITIES      $     139,245   $     195,634   $        48,878   $     (231,839)  $     151,918
                                       -------------   -------------   ---------------   --------------   -------------

INVESTING ACTIVITIES:
Additions to property, plant and
  equipment                                  (11,054)         (3,388)           (7,315)               -         (21,757)
Acquisitions, net of cash acquired          (134,537)              -                 -                -        (134,537)
Receipts for subordinated
   note receivable                             2,062               -                 -                -           2,062
Dispositions of fixed assets                     405           1,821             3,467                -           5,693
                                       -------------   -------------   ---------------   --------------   -------------
Net cash used in
   investing activities                     (143,124)         (1,567)           (3,848)               -        (148,539)
                                       -------------   -------------   ---------------   --------------   -------------

FINANCING ACTIVITIES:
Net borrowings (repayments) of
   notes payable                                (636)              -                 -                -            (636)
Repayments of long-term debt                 (30,891)              -                 -                -         (30,891)
Dividends paid                               (16,982)              -                 -                -         (16,982)
Stock transactions under
   incentive plans                            14,292               -                 -                -          14,292
Intercompany dividends                             -        (202,368)          (29,471)         231,839               -
                                       -------------   -------------   ---------------   --------------   -------------
Net cash (used in) provided by
   financing activities                      (34,217)       (202,368)          (29,471)         231,839         (34,217)
                                       -------------   -------------   ---------------   --------------   -------------

Net change in cash and cash
   equivalents                               (38,096)         (8,301)           15,559                -         (30,838)
Cash and cash equivalents,
   beginning of year                         178,439           9,948            21,129                -         209,516
                                       -------------   -------------   ---------------   --------------   -------------
Cash and cash equivalents,
   end of year                         $     140,343   $       1,647   $        36,688   $            -   $     178,678
                                       =============   =============   ===============   ==============   =============
</TABLE>


                                     69

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


NOTE 16.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                            First          Second           Third          Fourth
                                                       --------------  --------------  --------------  --------------
<S>                                                    <C>             <C>             <C>             <C>
Quarter
FISCAL 2005:
   Net sales                                           $      553,547  $      488,196  $      546,961  $      473,440
   Gross profit                                               123,333          99,432         109,499          92,447

   Net earnings (loss) from continuing operations              15,111          (6,920)          9,665           5,247
   Net (loss) earnings from discontinued operations            (3,292)        (72,013)          6,523           7,266
                                                       --------------  --------------  --------------  --------------
   Net earnings (loss)                                 $       11,819  $      (78,933) $       16,188  $       12,513
                                                       ==============  ==============  ==============  ==============

   Diluted earnings (loss) per share:
      Continuing operations                            $         0.54  $        (0.25) $         0.36  $         0.20
      Discontinued operations                                   (0.12)          (2.59)           0.24            0.28
                                                       --------------  --------------  --------------  --------------
      Net earnings (loss)                              $         0.42  $        (2.84) $         0.60  $         0.49
                                                       ==============  ==============  ==============  ==============

FISCAL 2004:
   Net sales                                           $      602,732  $      482,517  $      619,216  $      495,511
   Gross profit                                               141,205         106,710         129,476         101,775

   Net earnings from continuing operations                     27,033           8,487          24,974           3,893
   Net (loss) earnings from discontinued operations              (722)           (742)            247           3,166
                                                       --------------  --------------  --------------  --------------
   Net earnings                                        $       26,311  $        7,745  $       25,221  $        7,059
                                                       ==============  ==============  ==============  ==============

   Diluted earnings (loss) per share:
      Continuing operations                            $         0.97  $         0.30  $         0.89  $         0.14
      Discontinued operations                                   (0.03)          (0.03)           0.01            0.11
                                                       --------------  --------------  --------------  --------------
      Net earnings (loss)                              $         0.95  $         0.28  $         0.90  $         0.25
                                                       ==============  ==============  ==============  ==============
</TABLE>

Included in net earnings (loss) from continuing operations and net earnings
(loss) from discontinued operations in the second quarter of 2005 were
charges taken in connection with the 2005 Restructuring Plan of $25,951 and
$67,398, respectively. The net charges associated with the 2005
Restructuring Plan decreased net earnings from continuing operations in the
third and fourth quarters of 2005 by $7,409 and $2,146, respectively, while
the net reversal of charges associated with the 2005 Restructuring Plan
increased net earnings from discontinued operations in the third and fourth
quarters of 2005 by $8,162 and $8,725, respectively. Reversals of previously
recorded expenses were $1,233 and $1,547 for continuing operations in the
third and fourth quarters of 2005, respectively, and $21,983 and $27,963 for
discontinued operations in the third and fourth quarters of 2005,
respectively.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation as of the end of the period covered by
this report, that the Company's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a- 15(e) and 15d-
15(e)) are effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and
forms.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management's Report on Internal Control Over Financial Reporting and the
Report of Independent Registered Public Accounting Firm thereon are set
forth in Part II, Item 8 of this Form 10-K.


                                     70

<PAGE>
<PAGE>

                     KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
           ------------------------------------------------------
                (Dollars in thousands, except per share data)


ITEM 9A. CONTROLS AND PROCEDURES (CONTINUED)

REMEDIATION OF THE MATERIAL WEAKNESS
As reported in Item 9A of the Annual Report on Form 10-K/A (Amendment No. 2)
for the year ended January 29, 2005, the Company did not maintain effective
controls over the completeness and accuracy of accruals for freight, duty
and agents' commission costs.

Management took the following steps with respect to the control
deficiencies, prior to the preparation of the January 28, 2006 Consolidated
Financial Statements:
     o    Completed comprehensive walkthroughs of the business processes for
          accruing freight, duty and agents' commission costs at all
          divisions.
     o    Reassigned responsibilities to ensure proper review of the
          freight, duty and agents' commission costs accruals at the
          affected divisions.
     o    Changed accounting processes relative to the affected divisions,
          as necessary, such that accruals for these items will be matched
          against inventory received.
     o    Made presentations to all business unit Chief Financial Executives
          covering the proper analysis and processes in these areas.

As of January 28, 2006, the Company has fully remediated this material
weakness in internal control over financial reporting.

CHANGE IN INTERNAL CONTROLS
Other than noted above, there were no other changes in the Company's
internal control over financial reporting during the quarter ended January
28, 2006 that have materially affected, or are reasonably likely to
materially affect, the Company's internal controls over financial reporting.

ITEM 9B.  OTHER INFORMATION
None.


                                     71

<PAGE>
<PAGE>

PART III
--------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this Item regarding directors constitutes
part of the Company's Proxy Statement for the 2006 Annual Meeting of
Shareowners, under the captions "Nominees for Election to Serve Until 2008"
and "Directors Continuing to Serve Until 2007," which information is
incorporated herein by reference. The information regarding compliance with
section 16(a) of the Securities and Exchange Act of 1934 constitutes part of
the Company's Proxy Statement for the 2006 Meeting of Shareowners under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance," which is
incorporated herein by reference.

(b) Executive Officers of the Registrant as of March 4, 2006:

<TABLE>
<CAPTION>
Name of Officer            Age      Office and Employment During the Last Five Years
---------------            ---      ------------------------------------------------

<S>                         <C>     <C>
Robert C. Skinner, Jr.      51      Chairman, President and Chief Executive Officer since February 1, 2006;
                                    President and Chief Executive Officer (June 1, 2005 - January 31, 2006);
                                    President and Chief Operating Officer (2003 - June 1, 2005);
                                    Vice President and President Menswear (2002 - 2003);
                                    President Kellwood Menswear (2000 - 2002);
                                    Corporate Group Vice President of Oxford Industries (1998 - 2000)

W. Lee Capps III            58      Chief Operating Officer and Chief Financial Officer since June 1, 2005;
                                    Executive Vice President Finance and Chief Financial Officer (2003 - 2005);
                                    Senior Vice President Finance and Chief Financial Officer (2002 - 2003);
                                    Vice President Finance and Chief Financial Officer (2000 - 2002)

Stephen L. Ruzow            62      Executive Vice President and President Calvin Klein Women's Better Sportswear
                                    since September 8, 2005;
                                    Executive Vice President and President Womenswear (2003 - 2005);
                                    Vice President and President Womenswear (2003);
                                    President Womenswear (2001 - 2003);
                                    Chairman and Chief Executive Officer of Pegasus Apparel Group (1998 - 2001)

Thomas H. Pollihan          56      Executive Vice President, Secretary and General Counsel since June 1, 2005;
                                    Senior Vice President, Secretary and General Counsel (2002 - 2005);
                                    Vice President, Secretary and General Counsel (1993 - 2002)

Gregory W. Kleffner         51      Vice President Finance and Controller since June 1, 2005;
                                    Vice President Controller (2002 - 2005);
                                    Partner, Arthur Andersen (1988 - 2002)

Roger D. Joseph             64      Vice President Treasurer and Investor Relations since December 1, 2000;
                                    Vice President Treasurer (1992 - 2000)

Donna B. Weaver             55      Vice President Corporate Communications since April 24, 2002;
                                    Director Corporate Communications (1998 - 2002)
</TABLE>

(c) The information called for with respect to the identification of certain
significant employees is not applicable to the registrant.

(d) There are no family relationships between the directors and executive
officers listed above. There are neither arrangements nor understandings
between any named officer and any other person pursuant to which such person
was selected as an officer.

(e) Each of the officers named in Item 10(b) above was elected to serve in
the office indicated for a period of one year and until his successor is
elected and qualified.

(f) There are no legal proceedings involving directors, nominees for
directors, or officers.

(g) The information called for with respect to this item is not applicable
to the registrant.

(h) The Board, in its business judgment, has determined that Mr. Larry R.
Katzen and Mr. Ben B. Blount, Jr. meet the Securities and Exchange
Commission's definition of audit committee financial expert and has so
designated them as such. The Board has determined that Mr. Katzen and Mr.
Blount are independent as such term is used under Schedule 14A of the
Securities Exchange Act of 1934.

                                     72

<PAGE>
<PAGE>

The Company has adopted a Code of Ethical Conduct for Senior Financial
Officers and Financial Management. This Code applies to, and has been signed
by, all key financial management personnel as well as the Chief Financial
Officer and the Chief Executive Officer. The full text of the Code of
Ethical Conduct for Senior Financial Officers and Financial Management is
available at the Company's website at www.kellwood.com and is available in
print to any shareowner who requests it. The Corporate Governance Committee
determined that should any changes to or waivers of this Code of Ethical
Conduct occur, such changes or waivers will be timely disclosed on the
Company's website.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's Proxy
Statement for the 2006 Annual Meeting of Shareowners, under the captions
"Compensation of Directors," "Report of the Compensation Committee on
Executive Compensation - Executive Officer Agreements," and "Compensation of
Executive Officers" which information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS
Some of the information required by this Item is set forth in the Company's
Proxy Statement for the 2006 Annual Meeting of Shareowners, under the
captions "Security Ownership of Certain Beneficial Owners" and "Management
Ownership of Kellwood Stock," which information is incorporated herein by
reference. In addition, set forth below is certain equity compensation plan
information.

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
     Plan Category              Number Of Securities To      Weighted-Average        Number Of Securities Remaining
                                Be Issued Upon Exercise      Exercise Price Of       Available For Future Issuance Under
                                Of Outstanding Options,      Outstanding Options,    Equity Compensation Plans (Excluding
                                Warrants And Rights          Warrants And Rights     Securities Reflected In Column (A))
--------------------------------------------------------------------------------------------------------------------------
                                          (A)                        (B)                             (C)
--------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                         <C>                            <C>
Equity Compensation Plans
  Approved by Security Holders         2,748,295                   $28.84                         2,468,611
Equity Compensation Plans not
  Approved by Security Holders            N/A                        N/A                             N/A
--------------------------------------------------------------------------------------------------------------------------
         TOTAL                         2,748,295                   $28.84                         2,468,611
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


Additional information required by this Item is set forth under the caption
"Stock Plans" in Note 9 to the Consolidated Financial Statements included in
the Company's 2005 Annual Report to Shareowners, which information is
included in Item 8 to this Form 10-K.

The Company's 1995 Stock Option Plan provides for an annual increase in the
shares available for issuance by an amount equal to 2% of the adjusted
average common stock outstanding used by the Company to calculate diluted
earnings per share for the preceding fiscal year. Additional shares reserved
based upon the 2005 adjusted average common stock outstanding are reflected
in the amounts in column (C) above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the Company's Proxy
Statement for the 2006 Annual Meeting of Shareowners, under the caption
"Certain Relationships and Related Transactions," which information is
incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is set forth in the Company's Proxy
Statement for the 2006 Annual Meeting of Shareowners, under the caption
"Independent Registered Public Accounting Firm," which information is
incorporated herein by reference.


                                     73

<PAGE>
<PAGE>

PART IV
-------

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules

(i)        Financial Statements:

           The following financial statements are included in this Form 10-K:

                 Reports of Independent Registered Public Accounting Firm

                 Financial Statements
                 --------------------

                     Consolidated Statement of Operations.................37
                     Consolidated Balance Sheet...........................38
                     Consolidated Statement of Cash Flows.................39
                     Consolidated Statement of Shareowners' Equity........40
                     Notes to Consolidated Financial Statements...........41

(ii)       Financial Statement Schedules:

                 Schedules have been omitted because they are not
                 required or are not applicable or because the
                 information required to be set forth therein is
                 included in the Consolidated Financial Statements or
                 the notes to the Consolidated Financial Statements.

(iii)      Exhibits:

                 Exhibits filed as part of this report are listed
                 below. Certain exhibits have been previously filed
                 with the Commission and are incorporated herein by
                 reference.

S.E.C. Exhibit
Reference No.   Description
--------------  -----------

3.1             - Restated Certificate of Incorporation of Kellwood Company,
                as amended, incorporated herein by reference to Form 10-Q
                for the quarter ended July 31, 1987, SEC File No. 1-7340.

3.2             - By-Laws, as amended April 1, 2004, incorporated herein by
                reference to Form 10-Q for the quarter ended May 1, 2004,
                SEC File No. 1-7340.

4.1             - Indenture for senior debt securities dated as of September
                30, 1997 between Kellwood Company and JPMorgan Chase Bank,
                formerly known as the Chase Manhattan Bank, as Trustee,
                under which certain of the Company's debt securities are
                outstanding, incorporated herein by reference to Form S-3
                filed October 24, 1997, SEC File No. 333-36559.

4.4             - Rights to Acquire Series A Junior Preferred Stock,
                pursuant to a Rights Agreement between the registrant and
                Centerre Trust Company of St. Louis, incorporated herein by
                reference to Registration Statement on Form 8-A, effective
                June 24, 1986 and Amendment dated August 21, 1990,
                incorporated herein by reference to Form 10-Q for the
                quarter ended October 31, 1990, and Amendment dated May 31,
                1996 incorporated herein by reference to Form 8-A/A
                effective June 3, 1996, SEC File No. 1-7340, and Amendment
                dated November 21, 2000 incorporated herein by reference to
                Form 10-K for the fiscal year ended February 3, 2001, SEC
                File No. 1-7340.

4.8             - Credit Agreement dated as of October 20, 2004 among Kellwood
                Company, certain commercial lending institutions, and
                Bank of America, N.A., as Administrative Agent and Banc of
                America Securities LLC as Sole Lead Arranger and Sole Book
                Manager incorporated herein by reference to Form 8-K dated
                October 21, 2004, SEC File No. 1-7340.

4.9             - Indenture for senior debt securities dated as of June 22,
                2004 between Kellwood Company and Union Bank of California,
                N.A., as Trustee, under which certain of the Company's debt
                securities are outstanding, incorporated herein by reference
                to Form S-3 filed July 30, 2004, SEC File No. 333-117833.


                                     74

<PAGE>
<PAGE>

S.E.C. Exhibit
Reference No.   Description
--------------  -----------

4.10            - Amendment No. 1 to Credit Agreement dated as of September
                1, 2005 among Kellwood Company, certain commercial lending
                institutions, and Bank of America, N.A., as Administrative
                Agent and Banc of America Securities LLC as Sole Lead
                Arranger and Sole Book Manager, incorporated herein by
                reference to Form 10-Q for the quarter ended July 30, 2005,
                SEC File No. 1-7340.

4.11            - Guaranty Agreement executed and delivered as of March 15,
                2005, made by certain domestic subsidiaries of the Company to
                Union Bank of California, N.A., incorporated by reference to
                Exhibit 4.01 to Form 8-K filed March 15, 2005, File No.
                1-7340.

4.12            - Supplemental Indenture to the 3.50% Convertible Senior
                Debenture Indenture, dated as of March 15, 2005, with
                UnionBank of California, N.A., incorporated by reference to
                Exhibit 4.02 to Form 8-K filed March 15, 2005, File No.
                1-7340.

4.13            - Guaranty Agreement executed and delivered as of March 15,
                2005, made be certain domestic subsidiaries of the Company to
                JPMorgan Chase Bank, as trustee, with respect to the
                Company's $150,000,000 7.625% 1997 Debentures due October 15,
                2017 and $150,000,000 7.875% 1999 Debentures due July 15,
                2009, incorporated by reference to Exhibit 4.03 to Form 8-K
                filed March 15, 2005, File No. 1-7340.

4.14           - Supplemental Indenture to the Master Trust Indenture, dated
                as of March 15, 2005, with JPMorgan Chase Bank, as trustee,
                governing the Company's $150,000,000 7.625% 1997 Debentures
                due October 15, 2017 and $150,000,000 7.875% 1999 Debentures
                due July 15, 2009, incorporated by reference to Exhibit 4.04
                to Form 8-K filed March 15, 2005, File No. 1-7340.

10.2*           - Restricted Stock Compensation Plan of 1969, as Amended,
                incorporated herein by reference to Form 10-K/A (Amendment
                No. 1) for the fiscal year ended January 29, 2005, SEC File
                No. 1-7340.

10.3*           - Form of Employment Agreement regarding change of control
                matters dated November 30, 1984, between Kellwood Company and
                executive officers, incorporated herein by reference to Form
                10-K for the fiscal year ended April 30, 1985, SEC File No.
                1-7340.

10.4*           - 1995 Stock Option Plan For Nonemployee Directors and 1995
                Omnibus Incentive Stock Option Plan, incorporated herein by
                reference to Appendices A & B to the Company's definitive
                Proxy Statement dated July 13, 1995, SEC File No. 1-7340.

10.5*           - Executive Deferred Compensation Plan, adopted and effective
                as of January 1, 1997; and Executive Deferred Compensation
                Plan Amendment, adopted March 18, 1997, incorporated herein
                by reference to Form 10-K for the fiscal year ended April 30,
                1997, SEC File No. 1-7340.

10.6**          - Information Technology Service Agreement between Kellwood
                Company and Electronic Data Systems Corporation dated March
                31, 2002, incorporated herein by reference to Form 10-K for
                the fiscal year ended February 2, 2002, SEC File No. 1-7340.

10.7*           - Corporate Development Incentive Plan As Restated, dated May
                30, 2002, incorporated herein by reference to Appendix B to
                the Company's definitive Proxy Statement dated April 16,
                2002, SEC File No. 1-7340.

10.9*           - 1995 Stock Option Plan For Nonemployee Directors As
                Amended, dated May 30, 2002, incorporated herein by
                reference to Appendix A to the Company's definitive Proxy
                Statement dated April 16, 2002, SEC File No. 1-7340.

10.10*          - Executive Deferred Compensation Plan II, effective as of
                January 1, 2005, and the Kellwood Company Deferred
                Compensation Plan II for Non-Employee Directors, effective
                as of January 1, 2005, incorporated herein by reference to
                Form 8-K dated December 6, 2004, SEC File No. 1-7340.

10.11*          - Form of Non-Qualified Stock Option, incorporated herein by
                reference to Exhibit 99.1 of Form 8-K filed March 14, 2005,
                SEC File No. 1-7340.


                                     75

<PAGE>
<PAGE>

S.E.C. Exhibit
Reference No.   Description
--------------  -----------

10.12*          - Form of Incentive Stock Option, incorporated herein by
                reference to Exhibit 99.2 of Form 8-K filed March 14, 2005,
                SEC File No. 1-7340.

10.13*          - Form of annual compensation term sheet for Hal J. Upbin,
                including the form of stock grant award under the Kellwood
                Corporate Development Incentive Plan, as restated,
                incorporated herein by reference to Exhibit 99.3 of Form 8-K
                filed March 14, 2005, SEC File No. 1-7340.

10.14*          - Form of annual compensation term sheet for Robert C.
                Skinner, Jr., including the form of stock grant award under
                the Kellwood Corporate Development Incentive Plan, as
                restated, incorporated herein by reference to Exhibit 99.4 of
                Form 8-K filed March 14, 2005, SEC File No. 1-7340.

10.15*          - Form of annual compensation term sheet for Stephen L.
                Ruzow, including the form of stock grant award under the
                Kellwood Corporate Development Incentive Plan, as restated,
                incorporated herein by reference to Exhibit 99.5 of Form 8-K
                filed March 14, 2005, SEC File No. 1-7340.

10.16*          - Form of annual compensation term sheet for W. Lee Capps
                III, including the form of stock grant award under the
                Kellwood Corporate Development Incentive Plan, as restated,
                incorporated herein by reference to Exhibit 99.6 of Form 8-K
                filed March 14, 2005, SEC File No. 1-7340.

10.17*          - Form of annual compensation term sheet for Thomas H.
                Pollihan, including the form of stock grant award under the
                Kellwood Corporate Development Incentive Plan, as restated,
                incorporated herein by reference to Exhibit 99.7 of Form 8-K
                filed March 14, 2005, SEC File No. 1-7340.

10.18*          - Summary of Non-Employee Directors' Compensation,
                incorporated herein by reference to Form 10-K/A (Amendment
                No. 1) for the fiscal year ended January 29, 2005, SEC File
                No. 1-7340.

10.19*          - Form of Death Benefit Agreement dated June 2, 1994 entered
                into between the Company and each of Hal J. Upbin and Thomas
                H. Pollihan, effective June 2, 1994, incorporated herein by
                reference to Form 10-K/A (Amendment No. 1) for the fiscal
                year ended January 29, 2005, SEC File No. 1-7340.

10.20*          - Form of First Amendment to Death Benefit Agreement dated
                May 22, 2001 entered into between the Company and each of Hal
                J. Upbin and Thomas H. Pollihan, effective December 8, 2000,
                incorporated herein by reference to Form 10-K/A (Amendment
                No. 1) for the fiscal year ended January 29, 2005, SEC File
                No. 1-7340.

10.21*          - Form of Long-Term Incentive Plan of 2005, incorporated
                herein by reference to Exhibit 99.1 of Form 8-K filed June 3,
                2005, SEC File No. 1-7340.

10.22*          - Form of 2005 Stock Plan for Non-Employee Directors,
                incorporated herein by reference to Exhibit 99.2 of Form 8-K
                filed June 3, 2005, SEC File No. 1-7340.

10.23*          - Consulting Agreement dated June 1, 2005, between Kellwood
                Company and Hal J. Upbin, incorporated herein by reference to
                Exhibit 99.3 of Form 8-K filed June 3, 2005, SEC File No.
                1-7340.

10.24*          - Employment Agreement dated June 1, 2005, between Kellwood
                Company and Robert C. Skinner, Jr., incorporated herein by
                reference to Exhibit 99.4 of Form 8-K filed June 3, 2005, SEC
                File No. 1-7340.

10.25*          - Form of Deferred Stock Units Agreement, incorporated herein
                by reference to Exhibit 99.6 of Form 8-K filed June 3, 2005,
                SEC File No. 1-7340.

21              - Subsidiaries of the Company, filed herewith.

23              - Consent of Independent Registered Public Accounting Firm,
                filed herewith.

24              - Powers of Attorney: Ms. Dickerson and Page and Messrs.
                Baer, Bloom, Blount, Hunter, Katzen, Skinner and Weinberg,
                filed herewith.

                                     76


<PAGE>
<PAGE>

S.E.C. Exhibit
Reference No.   Description
--------------  -----------

31.1            - Certification of Chief Executive Officer pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002, filed
                herewith.

31.2            - Certification of Chief Financial Officer pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002, filed
                herewith.

32              - Certification pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002, filed herewith.
<FN>
* Denotes management contract or compensatory plan.

** Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
portions of Exhibit 10.6 have been deleted and filed separately with the
Commission pursuant to a request for confidential treatment.

                                     77

<PAGE>
<PAGE>

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                           KELLWOOD COMPANY

Dated: March 17, 2006

                           /s/ Robert C. Skinner, Jr.
                           --------------------------
                           Robert C. Skinner, Jr.
                           Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following on behalf of Kellwood Company
and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                 Title                                       Date
---------                                 -----                                       ----

<S>                                       <C>                                         <C>
/s/ Robert C. Skinner, Jr.                Chairman, President and                     March 17, 2006
-----------------------------             Chief Executive Officer
Robert C. Skinner, Jr.


/s/ W. Lee Capps III                      Chief Operating Officer and
-----------------------------             Chief Financial Officer                     March 17, 2006
W. Lee Capps III                          (principal financial officer)


/s/ Gregory W. Kleffner                   Vice President Finance and Controller       March 17, 2006
-----------------------------             (principal accounting officer)
Gregory W. Kleffner


Robert J. Baer*                           Director


Martin Bloom*                             Director


Ben B. Blount, Jr.*                       Director


Kitty G. Dickerson, Ph.D.*                Director


Jerry M. Hunter*                          Director


Larry R. Katzen*                          Director


Janice E. Page*                           Director


Harvey A. Weinberg*                       Director


<FN>
/s/ W. Lee Capps III
-------------------------------
W. Lee Capps III
*Attorney-in-fact
March 17, 2006
</TABLE>

                                     78