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                    U.S. SECURITIES AND EXCHANGE COMMISSION
 
                              WASHINGTON, DC 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 APRIL 30, 1998
                                       OR
 
  / /    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
 
        FOR THE TRANSITION PERIOD FROM ______________ TO ______________
 
                          COMMISSION FILE NO. 0-26608
 
                            ------------------------
 
                               CUTTER & BUCK INC.
 
             (Exact Name of Registrant as Specified in Its Charter)
 
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<S>                                          <C>
                WASHINGTON                                   91-1474587
      (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
      Incorporation or Organization)
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                          2701 FIRST AVENUE, SUITE 500
                               SEATTLE, WA 98121
          (Address of Principal Executive Offices, Including Zip Code)
 
                                 (206) 622-4191
              (Registrant's Telephone Number, Including Area Code)
 
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      Securities registered under Section 12(b) of the Exchange Act: NONE
 
       Securities registered under Section 12(g) of the Exchange Act:
 
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                                             TITLE OF EACH CLASS
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                                          Common Stock, No Par Value
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    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/
 
    The aggregate market value as of July 24, 1998 of the voting stock held by
non-affiliates of the registrant was approximately $147,567,116. As of such
date, there were 5,427,756 shares outstanding of the Registrants Common Stock,
no par value per share.
 
                      DOCUMENTS INCORPORATED BY REFERENCE:
 
(1) Portions of the registrant's 1998 Annual Report to Shareholders are
    incorporated by reference into Parts II and IV hereof; and
 
(2) Portions of the registrant's definitive 1998 Proxy Statement to be filed
    with the Securities and Exchange Commission are incorporated by reference
    into Part III hereof.
 
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                                     PART I
 
ITEM 1.  BUSINESS
 
OVERVIEW
 
    The Company designs, sources and markets its distinctive Cutter & Buck brand
sportswear and outerwear primarily through golf pro shops and resorts, corporate
sales accounts and better specialty stores. The Company has developed a
colorful, innovative collection of sportswear apparel targeted to the upscale
market, projecting an updated American design evocative of a golf-inspired
lifestyle. The products' high-quality fabrics and detailing reinforce the
premium image of the brand while the fit provides versatility and a feeling of
comfort. Product marketing connected with sports and leisure activities,
particularly golf, helps the Company create a positive lifestyle image that
contributes to the brand's strong appeal for its target consumers. The Company
benefits from the trend toward greater acceptance of relaxed standards of dress
in the workplace that results in sportswear representing a growing portion of
consumer wardrobes. Since its formation on January 5, 1990, the Company has
achieved consistent annual sales increases, realizing net sales of $70.1 million
and net income of $5.7 million in fiscal 1998.
 
    The Company has selected golf pro shops as its primary channel of
distribution, believing this to be an effective venue for reaching its target
consumers. Most golf pro shops have welcomed quality apparel that is not broadly
distributed elsewhere as an important offset to declining sales of golf
equipment due to price competition from golf discounters. By providing in-store
fixturing and training in merchandising Cutter & Buck products, the Company
assists golf pro shops in maximizing their apparel revenues. The Company sells
Cutter & Buck products to approximately 3,000 of the estimated 14,000 U.S. golf
pro shops. The golf distribution channel accounted for approximately 52% of the
Company's net sales in fiscal 1998, and the Company expects continuing growth of
sales to this channel. The Company also distributes its products primarily
through the following distribution channels: direct corporate sales accounts,
better specialty stores, and internationally through its European operating
subsidiary, and various licensees and distributors.
 
    The Company generally markets its men's products each year as two seasonal
collections, spring and fall, presenting each collection in several groups of
distinct, coordinated products available for delivery to customers during
sequential time periods. In fiscal 1998 the Company introduced a women's line of
apparel, and plans to ship one collection for each of the 1999 and 2000 fiscal
years.
 
MARKET
 
    According to industry estimates, total sales of apparel at retail was $169.2
billion in 1997, with $50.8 billion and $89.4 billion spent on men's and women's
apparel in 1997, respectively. Across all clothing categories, sales were
strongest among Americans with household incomes over $60,000, who accounted for
40% of the total apparel spending in 1997. Within this market, the Company
targets men and women who are sports-minded and want casual clothing that
reflects an active lifestyle. The Company believes that these consumers also
want comfortable, distinctively styled, high-quality apparel. The Company
believes that, with an increase in the number of working women, men are
purchasing more of their own clothing. Many of these men are busy professionals
who prefer to spend their limited free time pursuing sports and recreational
activities such as golf, rather than spending time shopping in traditional
retail outlets, such as department stores and shopping malls. The Company
believes these time-constrained consumers are inclined to purchase apparel
relating to their sporting interests if available at a sport location such as a
golf course. Increasing numbers of women, many of whom are also professionals,
have requested the same type of quality and sporting-inspired sportswear apparel
previously designed and marketed for men.
 
    Sportswear represents a growing portion of consumers' wardrobes as a result
of a trend toward greater acceptance of relaxed standards of dress in the
workplace. This segment of the market has grown faster
 
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than the overall men's apparel market in the past three years. Knit sport shirts
as a category is also showing strong sales growth, which the Company believes is
in part attributable to this trend.
 
PRODUCTS
 
    Cutter & Buck is a lifestyle brand of high-quality, sports-inspired apparel.
The Company's products use strong, clear colors, high quality natural fiber and
performance microfiber textiles, rich detailing, innovative fabrications and
trims, and specialized printing and embroidery to achieve this identity. The
Company merchandises its products as color- and design-coordinated collections
comprising knit and woven sport shirts, pants, shorts, sweaters, sweatshirts,
outerwear and caps. The Company frequently uses golf, tennis and other sporting
themes to evoke the Cutter & Buck lifestyle.
 
    Cutter & Buck's distinctive products use fine-gauge combed cotton or virgin
wool yarns, unique trims, special fabric finishes and washes, and extra
needlework. They are manufactured in factories selected for their resources and
their ability to ensure quality in the production process. The products are
styled and sized to provide versatility and a feeling of comfort.
 
    The Company offers two collections a year, spring and fall, composed of
FASHION and complementary CLASSIC products. FASHION products incorporate the
latest innovations in color, fabric and styling and tend to remain in the line
for only one season. The Company develops proprietary fabrications, artwork for
its complex prints and distinctive trim components in cooperation with
experienced sources worldwide.
 
    CLASSIC products are predominantly solid-color garments with multi-season
appeal. The Company relies on the styling, detailing, coloration and quality of
its fabrics to distinguish its CLASSIC products from competitive products. The
Company generally prices its CLASSIC products at levels lower than its FASHION
products, which permits its customers to offer Cutter & Buck products at a range
of price points. Higher per-item volumes for CLASSIC products allow the Company
to achieve production efficiencies and lower costs. CLASSIC products are sold
throughout the year to all of the Company's distribution channels, which
accounts for approximately 45% of the Company's annual revenues.
 
    The Company presents each season's collections to its customers in several
groups of distinct, coordinated merchandise. These groups are available for
delivery to customers during sequential time periods, generally from May to
October for fall collections and generally from November to April for spring
collections. Customer-initiated product reorders can often extend the delivery
period for a season by up to three months. The product mix changes seasonally,
including more sweater styles in fall collections and more short-sleeve shirts
in spring collections. The Company's ability to offer merchandise collections is
a strategic advantage over many of its competitors since its customers generally
prefer to purchase compatible assortments rather than assembling coordinated
merchandise from various brands that do not share common colors and themes.
 
    A substantial percentage of the Company's products that are shipped to the
golf distribution channel are embroidered with golf club names or logos. In May
1996, the Company established an in-house embroidery operation to reduce costs,
shorten delivery time and enhance quality control of its embroidered products.
The Company's increasing volume of sales to the corporate distribution channel
also involves embroidery of the product with corporate logos, either performed
or arranged by Cutter & Buck or by its corporate customers. The Company believes
its customers' strong interest in affiliating their identities with Cutter &
Buck brand products affirms the desirability and distinctiveness of its
merchandise.
 
DOMESTIC DISTRIBUTION AND SALES
 
    The Company's products are distributed in the United States primarily
through three channels: golf pro shops and resorts, corporate sales accounts and
better specialty stores. Each of these channels uses CLASSIC and FASHION
products from the Company's seasonal collections. The Company believes that
these
 
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channels are synergistic, since they have compatible merchandising and pricing
practices, sell the same product line and create heightened awareness of the
Cutter & Buck brand among the Company's target consumers, who tend to shop in
more than one of these channels. For example, many of the Company's corporate
sales leads have come through corporate executives who have purchased the
Company's products at golf pro shops and resorts.
 
    The Company sells to golf pro shops and resorts through a commissioned sales
force. At the end of fiscal 1998, the Company's sales force for this channel was
composed of 33 representatives (24 of whom are Company-employed and 9 of whom
are independent). These representatives present the Company's collections to the
Company's customers with the aid of full sample lines and pictorial line books,
which offer critical information needed by the customer. These presentations are
made at the twice-yearly PGA Merchandise Show, at regional trade shows and at
the customer's shop or resort. The sales force collectively covers the entire
United States and is managed by two regional sales managers, who report to the
Company's Vice President of Sales.
 
    The Company also sells its merchandise to major corporations using a sales
force of both Company-employed representatives and independent, multi-line sales
representatives. As of the end of fiscal 1998, this sales force numbered 27 (of
whom 16 are Company employees), an increase from 19 at the end of fiscal 1997.
CLASSIC products and in-stock FASHION products are sold to corporate customers,
since these customers typically demand immediate delivery. The products are used
for corporate golf events, stores, catalogs and recognition programs. Nearly all
these products include embroidery with the corporate logo, which is either
performed by or arranged by the Company or by its corporate customers. The
Company manages its corporate sales through a national corporate sales manager,
who reports to the Company's Vice President of Sales.
 
    At April 30, 1998, the Company employed eight sales representatives selling
to better specialty stores, including the big and tall market. These
representatives present the Company's FASHION and CLASSIC collections each
season at national and regional trade shows and at the customers' stores. These
specialty store representatives are managed by a retail sales manager, who
reports to the Company's Vice President of Sales.
 
    Each sales representative is responsible for serving targeted accounts in a
specific geographical territory through merchandise consultation and training,
and for meeting specific account growth and average-order-size goals. They are
also responsible for implementing the Company's merchandise fixturing program
with all suitable golf pro shops, resorts and specialty stores. Because the
Company believes that its Company-employed sales representatives generate higher
productivity and the interests of the sales representative are more closely
aligned with the Company, the Company intends to continue to increase the
percentage of its sales representatives who are Company-employed.
 
MARKETING
 
    The Company's marketing goal is to build a strong brand name and image with
both its customers and the end consumer, specifically targeting the upscale
market. The Company expects to build strength in its brand name through the use
of sporting theme associations favored by its target market, lifestyle
merchandising and in-store marketing techniques, endorsements and advertising.
 
    The Company portrays its brand image of an American sporting lifestyle by
creating seasonal merchandise collections that are theme- and color-related.
Themes commonly used by the Company are golf, tennis and other activities which
reinforce this image. The Company believes that, by featuring these sports, its
products will appeal not only to participants, but also to those who identify
with this lifestyle.
 
    These lifestyle merchandise presentations are sold and shipped to customers
in collection groups in order to reinforce the overall conceptual strength of
the product offerings. The Company's distinctive in-store fixturing program
showcases these collections and enhances its brand image at the point of sale.
The
 
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fixtures, which are identified with the Cutter & Buck trademark logo, are
designed to display assorted elements of the Company's collections and allow the
consumer to easily assemble and purchase coordinated outfits of shirts, pants,
shorts, sweaters, sweatshirts and outerwear. The Company also offers display
mannequins and logo signage in order to complement the fixturing and create an
environment that enhances the Cutter & Buck brand image. In fiscal 1998, the
Company initiated its first concept shop partnerships, an extension of its
fixturing program. While the customer provides the square footage and certain
construction costs, the Company provides shop design and high quality fixtures
to create a shop within a shop environment dedicated exclusively to Cutter &
Buck merchandise. With a higher minimum order requirement from the customer,
this program is targeted at the premier pro shops and resorts in the country.
The Company believes this program will generate stronger, mutually beneficial
business relationships with its top customers by increasing their sales volume.
 
    As an additional service, the Company's sales representatives are trained
and available to assist customers in merchandising the Company's product lines.
This is particularly important at golf pro shops, where the customers or shop
owners are receptive to the sophisticated apparel merchandising and selling
techniques, as apparel is a relatively new element of the pro shop business. The
Company's representatives also organize and participate in sales contests,
special event mailings and promotions with their customers. The Company believes
this level of service and expertise differentiates it from its competitors in
this market.
 
    The Company is committed to responding flexibly to the special needs of pro
shops, tournament organizers and corporate customers who order the Company's
products. The Company has developed an in-house embroidery operation and also
works with independent embroiderers to service the needs of golf pro shops and
resorts, which generally prefer that the products they order be pre-embroidered
with the name or logo of the golf club or resort. This customized embroidery
enhances the customer's image due to the quality and uniqueness of the Cutter &
Buck product and simultaneously reinforces the prestige of the Cutter & Buck
brand. Virtually all of the Company's products sold through the corporate sales
channel are sold with a corporate logo, which similarly enhances both the Cutter
& Buck brand and the corporation's image. The placement of the Cutter & Buck
embroidered logo on the left sleeve, the cuff, or at the top center back of its
knit shirts allows the Company to accommodate more easily the desire of pro
shops, tournaments and corporations to have their name or logo placed on the
shirt's left chest.
 
    Cutter & Buck supplies its apparel to a number of promising professional
golfers on the PGA Tour, the Nike Tour and other tours. It is expected that
these professional athletes will influence the golf apparel preferences of pro
shop customers and consumers. The Cutter & Buck logo is positioned prominently
on the Company's shirts and sweaters worn by these golfers, making it visible to
those watching tournament play, either on site or on television. Beyond the cost
of making its apparel available to professional golfers, the Company has not
spent, and does not expect to spend, significant marketing funds on professional
endorsement contracts due to the high cost and risks of associating the Cutter &
Buck brand with the performance of only a few top-ranked golfers.
 
    The Company is continuing to build relationships with national golf
tournament organizations such as the Professional Golfers Association of America
and the United States Golf Association and actively participates in merchandise
vendor and license programs for events such as the PGA Championship and the U.S.
Open. The Company obtains the rights to embroider the logo of major tournaments
on Cutter & Buck products and makes them available before and during the events.
These high profile events appeal to a large portion of its target consumers, and
the Company believes its association with these events enhances the visibility
and desirability of the Cutter & Buck brand.
 
    The Company believes that it can accelerate brand recognition through
increased expenditures of targeted magazine advertising and point of sale
promotions to create consumer demand for its products. Consistent with its
expansion strategy, the Company advertises in national and regional trade
magazines and produces photographic renditions of its new product lines for
national distribution to its existing
 
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customers to expand their awareness of the Company's product lines. The Company
also produces catalogs of its CLASSIC and outerwear products to be shipped to
its customers for in-stock reordering purposes. In addition, the Company has an
Internet home page on the World Wide Web at http://www.cutterbuck.com, where it
provides product information and pictures of its products and responds to
inquiries about the Company and its products.
 
INTERNATIONAL DISTRIBUTION AND LICENSING
 
    The Company has an operating subsidiary in The Netherlands for the purpose
of marketing and selling its products in Europe. In fiscal year 1998, the
Company strengthened the management of its international operations with the
addition of a new Vice President International/Managing Director of Cutter &
Buck B.V., who directs the operation of its European subsidiaries and advises
the Company on international marketing and product sourcing issues, a Vice
President of Sales and Marketing and a Vice President of Finance and
Administration for its European operations.
 
    The Company also has licensees that have contracted for the right to
manufacture and market Cutter & Buck designs in specified international markets,
including Japan, Hong Kong, China and Canada. Cutter & Buck license agreements
generally provide for three-year terms and provide for royalties as a percentage
of sales. Most agreements contain annual royalty minimums, and all agreements
give Cutter & Buck final control over product design and quality. These
licensing arrangements enable the Company to broaden the geographic distribution
of products bearing the Cutter & Buck name.
 
    The Company's decision in recent fiscal years to emphasize direct
international sales and exclusive distribution relationships rather than
licensing relationships has resulted in a decline in license and royalty income.
The Company currently has a product licensing agreement for hosiery. The Company
recently reacquired its license covering collections for the big and tall
market.
 
    In addition, Cutter & Buck has agreements with international distributors in
Australia and Singapore and Malaysia. These distributors buy the Company's
products at reduced cost for resale in their respective markets. The products
offered for distribution in these territories are identical to the products
offered in the United States, and these distributors often use the Company's
marketing technique of offering the products in collections identified on
pictorial line books. The Company's relationship with its distributors are
managed by an international merchandise manager, who reports to the Company's
Chief Executive Officer.
 
PRODUCT DEVELOPMENT AND SOURCING
 
    The Company's concept of updated traditional sportswear and outerwear is an
established category within the apparel field, relying upon historical American
design sensibilities. Changes of color, fabric and body shapes in this category
are not rapid, thereby allowing the Company's product development team to
evolve, rather than reinvent, the product each season. This provides stability
in the design environment and consistency in the Company's conceptual offerings
to its customers. The Company's product development team is comprised of various
executive officers and the Company's design staff. The team's purpose is to
determine product strategy, color and fabric selection and assortment of styles,
which is accomplished through a series of meetings which occur over a three to
four month period. Because of the length of its production and sales cycles, the
Company generally strives to complete the design process and place orders for
product samples at least 10 to 15 months prior to delivering product to its
customers. Effective management and timely fulfillment of the Company's
anticipated product development and production schedule is important to each
season's success. Deviations from the schedule can result in delays in product
delivery and in the manufacture of products that do not meet the Company's
normal quality standards and may lead to increased levels of closeout and
liquidation sales, resulting in an adverse effect on the Company's
profitability. These deviations have occurred from time to time in the past, and
there can be no assurance that they will not occur in the future.
 
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    The design staff is responsible for generating an innovative group of
products for the Company's two seasonal collections. During the design process
the Company's manufacturing sources develop new seasonal textiles in association
with the design team. This enables the Company to source a wide variety of
textile and printed artwork designs, many of which the Company acquires for its
exclusive use. The Company's working relationships with its key suppliers have
enhanced its ability to develop distinctive and innovative apparel.
 
    The Company makes a final determination concerning pricing and the
composition of the seasonal lines upon receipt of samples, then uses the samples
to market the new season's products to Company customers. The Company then
places production orders, taking into account market feedback to adjust order
quantities for deliveries later in the season. To enhance consistency, quality
and on-time delivery of its products, the Company works with a select group of
high-quality, reliable foreign and domestic manufacturers who are knowledgeable
and experienced in the intricate design and manufacturing processes required to
produce the Company's products. The Company also continually investigates
additional production sources to add to this select group of manufacturers.
Using these independent manufacturers allows the Company to maximize production
flexibility while avoiding significant capital expenditures, work-in-process
inventory buildups and the costs of managing a large production work force.
Currently, the Company's production is sourced through factories in Asia, South
America, the Middle East and the United States.
 
    The Company has established an in-house embroidery operation which reduces
costs, shortens delivery time and enhances quality control of its embroidered
products, substantially reducing the Company's reliance on independent
embroiderers. The Company currently contracts with approximately six independent
domestic embroiderers during peak embroidery production and shipping periods.
The Company's in-house embroidery manufacturing operation handled approximately
70% of the embroidered logo requirements of its golf pro shop and corporate
customers in fiscal 1998.
 
    The Company does not have formal long-term contracts with any of its
suppliers or agents. Although to date the Company has experienced only limited
difficulty in satisfying its production requirements using this outsourcing
strategy, the loss of any of the Company's suppliers or agents could have a
significant adverse effect on the Company's immediate operating results.
Approximately 45% of the Company's knit shirt production is currently managed by
its agent in Thailand. The Company has on occasion experienced significant
production delays attributable to its suppliers, and there can be no assurance
that such delays will not occur in the future.
 
    The Company's production department oversees its sourcing arrangements. The
production department is responsible for maintaining quality production
standards, on-time delivery of the Company's products and negotiating costs
consistent with the Company's desired profit margins on each style. Department
personnel inspect and critique prototypes of each item prior to the commencement
of actual production in order to maintain the Company's high-quality standards.
Where feasible, the production department obtains a commitment from the sourcing
manufacturer to dedicate a production line to manufacture the Company's products
from season to season. Production department personnel travel to factories to
conduct inspections of the manufacturer prior to shipment of finished product.
They also monitor tariff and quota-related developments, where appropriate.
 
INFORMATION SYSTEM, INVENTORY MANAGEMENT AND WAREHOUSING
 
    In addition to a computer-aided design system used by the product
development team, the Company has a fully integrated, real-time management
information system that is specifically designed for the apparel industry. The
system includes important features such as manufacturing resource requirements
planning, production scheduling, detailed product tracking, standard costs
system planning and control, and detailed perpetual inventory systems. As
original purchases are tracked through various factory production phases by the
Company's production personnel, sales are tracked by the Vice President of
 
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Merchandise and Design in order to compare purchases against availability,
thereby allowing the Company to react quickly to changes and trends. In fiscal
1998, the Company initiated a remote-order entry system for the Company's sales
force, on which they can daily monitor and reserve inventory of every style.
Customer service personnel receive this information daily and have access to
real-time inventory availability.
 
    This comprehensive information system serves users in every operating area
of the Company, and is also accessed by personal computers to create costing
models, specification sheets and embroidery layout sheets. The manufacturing
module integrates with the general ledger accounting and financial module. The
Company's information system also provides detailed product gross margin
information that assists the Company in managing product profitability. The
system runs on a UNIX platform with IBM's RISC 6000 hardware, which allows for
the fast processing of critical information, and has the capability of serving a
much greater number of users as the Company grows. The Company hired a Chief
Information Officer in July 1998 to oversee these various systems issues.
 
ORDER BOOKING CYCLE AND BACKLOG
 
    The Company receives its orders for a season over a ten-month period
beginning when samples are first shown to customers and continuing into the
season. The Company begins to take orders for its fall collections in January,
generally for delivery between May and October, and for its spring collections
in July, generally for delivery between November and April. The Company's
domestic backlog, which consists of open, unfilled customer orders from the golf
and specialty store distribution channels, was $21.3 million as of April 30,
1998. For various reasons endemic to the apparel industry, including occasional
sold out inventory positions, credit issues, and other customer-related issues,
the Company typically does not expect to ship all of its backlog.
 
COMPETITION
 
    The sportswear segment of the apparel industry is highly competitive. The
Company encounters substantial competition in its primary distribution channel,
golf pro shops, from Ashworth, Izod Club and Polo/Ralph Lauren. The Company
expects to encounter significant competition in connection with its recently
introduced women's apparel line. The golf distribution channel is highly
fragmented, with no single brand representing more than 10% of the market. The
corporate sales distribution channel has been and is becoming more competitive,
and the Company encounters substantial competition from Gear for Sport, other
similar apparel companies and distributors of promotional products and apparel.
Most of the Company's competitors are significantly larger and more diversified
than the Company and have substantially greater resources available for
developing and marketing their products. Some of the Company's competitors
primarily target either a younger or older consumer than the Company. To
maintain its growth rate, the Company will need to increase its market share at
the expense of existing competitors and other established apparel manufacturers
choosing to enter the market. There can be no assurance, however, that the
Company will be successful in increasing its market share.
 
    Management believes that the Company's ability to compete effectively is not
based primarily on price, but on product differentiation, product quality and
production flexibility. The Company's products are also differentiated from a
number of others in the industry by their updated traditional American
appearance and imaginative use of color and trims. In addition, the Company
believes that its products are of a higher quality than those of many of its
competitors.
 
TRADEMARKS
 
    "CUTTER & BUCK" and the Cutter & Buck pennant logo are trademarks of the
Company and are registered for use on apparel and other products in over 30
countries. The Company also has applied for registration in a number of other
countries. The Company's name and logo are regarded as valuable assets
 
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and critical to marketing its products. Leading brands in the apparel industry
have historically been subject to competition from imitators that infringe on
the trademarks and trade dress of the brand. While to date the Company has not
suffered to any material extent from infringement of its trademarks or trade
dress, the Company has experienced some instances of such infringement and has
taken actions to vigorously protect its rights.
 
EMPLOYEES
 
    As of April 30, 1998, the Company had 246 full-time employees and 19
part-time employees, of which 41 were primarily engaged in administration, 54 in
sales, 149 in warehousing and embroidery, 9 in production, 10 in design and 2 in
the operation of the Company's retail store. None of the Company's employees is
a member of a union. The Company considers its relations with its employees to
be excellent.
 
ITEM 2.  PROPERTIES
 
    The Company leases its principal executive offices, which are located in
Seattle, Washington, under a lease that covers 20,558 square feet and expires in
October 2001. The Company also leases for its warehousing and embroidery
operation in Seattle, Washington approximately 58,920 square feet of space under
a lease that expires in April 2001 and an additional 15,000 square feet under a
lease that expires February 1999. The Company's lease of its retail store space
in Lake Oswego, Oregon, a suburb of Portland, covers 2,925 square feet and
expires in September 1999. The Company leases additional office space and uses
contract warehouse facilities for its European distribution. The Company leases
approximately 923 square feet of space for a showroom in Dallas, Texas, under a
lease that expires May 2000 as well as approximately 2,963 square feet of space
for a showroom in New York, New York under a lease that expires April 2003. The
Company also leases a small apartment in New York, New York.
 
ITEM 3.  LEGAL PROCEEDINGS
 
    Not applicable.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    Not applicable.
 
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                                    PART II
 
ITEM 5.  MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Shareholders' Information" section of the
Company's 1998 Annual Report to Shareholders.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Selected Financial Data" section of the
Company's 1998 Annual Report to Shareholders.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of the Company's 1998
Annual Report to Shareholders.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Financial Statements" section of the Company's
1998 Annual Report to Shareholders.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE
 
    None.
 
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                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Executive Officers of the Company" and
"Election of Directors" sections of the Company's Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days after the close of
the Company's fiscal year.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Executive Compensation" section of the
Company's Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the close of the Company's fiscal year.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Security Ownership of Certain Beneficial
Owners and Management" section of the Company's Proxy Statement to be filed with
the Securities and Exchange Commission within 120 days after the close of the
Company's fiscal year.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The information required by this Item is incorporated herein by reference to
the information contained in the "Certain Relationships and Related
Transactions" section of the Company's Proxy Statement to be filed with the
Securities and Exchange Commission within 120 days after the close of the
Company's fiscal year.
 
                                       11
<PAGE>
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
    The Company's Annual Report to Shareholders for the year ended April 30,
1998 and the 1998 definitive proxy materials, which will be filed supplementally
to this report, are not being filed as part of this report.
 
    A.  FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES:
 
    1.  Financial Statements (the financial statements listed below are
    incorporated herein by reference to the Company's 1998 Annual Report to
    Shareholders):
 
       Independent Auditors' Report
 
       Balance Sheets as of April 30, 1998 and 1997
 
       Statements of Income for the years ended April 30, 1998, 1997 and 1996
 
       Statements of Stockholders' Equity for the years ended April 30, 1998,
       1997 and 1996
 
       Statements of Cash Flows for the years ended April 30, 1998, 1997 and
       1996
 
       Notes to Financial Statements
 
    2.  Financial Statement Schedules--see index on page 15 of this Report.
 
        The independent auditor's report with respect to the financial statement
    schedules appears in Exhibit 13.1 of this Report. All other financial
    statements and schedules not listed are omitted because either they are not
    applicable or not required, or the required information is included in the
    consolidated financial statements.
 
    3.  Exhibits:
 
        Exhibits required by Item 601 of Regulation S-K:
 
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<S>          <C>
 3.1         Restated Articles of Incorporation (3.1)(1)
 
 3.2         Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's Form 10-K for the year ended
             April 30, 1997)
 
 4.1         Specimen Common Stock Certificate (4.1)(1)
 
10.3         Lease dated May 22, 1994 between First and Cedar Associates and Jones/Rodolfo Corporation d/b/a
             Cutter & Buck(10.3)(1)
 
10.4         Indenture of Lease dated August 10, 1993 between Lakeplace Associates and Jones/ Rodolfo
             Corporation(10.4)(1)
 
10.5         Factoring Agreement dated March 1, 1995 between Republic Factors Corp. and Jones/ Rodolfo
             Corporation(10.5)(1)
 
10.6         Form of Registration Rights Agreement between Cutter & Buck Inc. and Roanoke Investors' Limited
             Partnership, Needham Capital SBIC, L.P. and Needham Emerging Growth Partners, L.P.(10.6)(1)
 
10.9         1991 Stock Option Plan(10.9)(1)
 
10.10        1995 Nonemployee Director Stock Incentive Plan(10.10)(1)
 
10.11        1995 Employee Stock Option Plan(10.11)(1)
 
10.12        1995 Employee Stock Purchase Plan incorporated by reference to the Registrant's Registration
             Statement on Form S-8 (File No. 33-80783)
 
10.13        Form of Representatives' Warrant(10.13)(1)
</TABLE>
 
                                       12
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
10.14        Loan Agreement dated February 20, 1997 between Cutter & Buck, Inc. and Washington Mutual Bank d/b/a
             Enterprise Bank, and supporting documents (incorporated by reference to Exhibit 10.15 of the
             registrant's Form 10-Q for the quarter ended January 31, 1997)
<S>          <C>
 
10.15        1997 Stock Incentive Plan incorporated by reference to the Registrant's Registration Statement on
             Form S-8 (File No. 333-43145)
 
13.1         Annual Report to Shareholders, filed herewith
 
23.1         Consent of Ernst & Young LLP, Independent Auditors, filed herewith
</TABLE>
 
------------------------
 
(1) Incorporated by reference to the exhibit shown in the preceding parentheses
    and filed with the Registrant's Registration Statement on Form SB-2 (File
    No. 33-94540-LA)
 
    B. REPORTS ON FORM 8-K
 
    There were no reports on Form 8-K filed during the fourth quarter ended
    April 30, 1998.
 
                                       13
<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.
 
<TABLE>
<S>                                           <C>        <C>
                                                         CUTTER & BUCK INC.
                                                         (Registrant)
 
July 28, 1998                                 By                     /s/ HARVEY N. JONES
                                                         ------------------------------------------
                                                                      Harvey N. Jones,
                                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                          TITLE                         DATE
------------------------------------------------------  ----------------------------------------  ---------------
 
<C>                                                     <S>                                       <C>
                 /s/ HARVEY N. JONES
     -------------------------------------------        Chairman and Chief Executive Officer and
                   Harvey N. Jones                        Director (Principal Executive Officer)   July 28, 1998
 
                 /s/ MARTIN J. MARKS
     -------------------------------------------        President, Chief Operating Officer,
                   Martin J. Marks                        Treasurer, Secretary and Director        July 28, 1998
 
                /s/ STEPHEN S. LOWBER                   Vice President--Chief Financial Officer
     -------------------------------------------          (Principal Financial and Accounting
                  Stephen S. Lowber                       Officer)                                 July 28, 1998
 
              /s/ MICHAEL S. BROWNFIELD
     -------------------------------------------        Director
                Michael S. Brownfield                                                              July 28, 1998
 
                /s/ FRANCES M. CONLEY
     -------------------------------------------        Director
                  Frances M. Conley                                                                July 28, 1998
 
                 /s/ LARRY C. MOUNGER
     -------------------------------------------        Director
                   Larry C. Mounger                                                                July 28, 1998
 
                  /s/ JAMES C. TOWNE
     -------------------------------------------        Director
                    James C. Towne                                                                 July 28, 1998
</TABLE>
 
                                       14
<PAGE>
                     INDEX TO FINANCIAL STATEMENT SCHEDULES
 
<TABLE>
<CAPTION>
SCHEDULE                                                                                                        PAGE
-------------                                                                                                -----------
<S>            <C>                                                                                           <C>
Schedule II                                 Valuation and Qualifying Accounts                                        16
</TABLE>
 
                                       15
<PAGE>
                                  SCHEDULE II
 
                       VALUATION AND QUALIFYING ACCOUNTS
                               CUTTER & BUCK INC.
 
<TABLE>
<CAPTION>
                                                                   COL. C
                                                       -------------------------------
                                            COL. B                ADDITIONS                              COL. E
                                          ----------   -------------------------------     COL. D      -----------
                 COL. A                   BALANCE AT     CHARGED TO       CHARGED TO     ----------    BALANCE AT
----------------------------------------  BEGINNING    REVENUE, COSTS   OTHER ACCOUNTS   DEDUCTIONS      END OF
DESCRIPTION                               OF PERIOD     OR EXPENSES       --DESCRIBE     --DESCRIBE      PERIOD
----------------------------------------  ----------   --------------   --------------   ----------    -----------
<S>                                       <C>          <C>              <C>              <C>           <C>
Year Ended April 30, 1998
  Reserves and allowances deducted from
    asset accounts:
    Allowance for doubtful accounts
      reserve for sales returns and
      allowances........................  $ 428,561       $760,915         --             $  1,661(A)  $1,187,815
    Reserve for inventory
      obsolescence......................  $  97,785       $401,668         --               --         $  499,453
 
Year Ended April 30, 1997
  Reserves and allowances deducted from
    asset accounts:
    Allowance for doubtful accounts
      reserve for sales returns and
      allowances........................  $ 472,402        --              --             $ 43,841(A)  $  428,561
    Reserve for inventory
      obsolescence......................  $ 201,521        --              --             $103,736(B)  $   97,785
 
Year Ended April 30, 1996
  Reserves and allowances deducted from
    asset accounts:
    Allowance for doubtful accounts
      reserve for sales returns and
      allowances........................  $ 292,005       $223,432         --             $ 43,035(A)  $  472,402
    Reserve for inventory
      obsolescence......................  $ 129,316       $ 72,205         --             $     --     $  201,521
</TABLE>
 
------------------------
 
(A) Deductions consist of write-offs of uncollectable accounts, net of
    recoveries.
 
(B) Deductions consist of inventory sold.
 
                                       16