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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2009
 OR
 o
    
    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: 1-4365
 OXFORD INDUSTRIES, INC.
 (Exact name of registrant as specified in its charter)
 Georgia(State or other jurisdiction of 
incorporation or organization)
    
    58-0831862(I.R.S. Employer
Identification No.)
 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308  (Address of principal executive offices) (Zip Code)  Registrants telephone number, including area code:
(404) 659-2424
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $1 par value
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
NONE
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Number of Shares OutstandingTitle of Each Class
    
    as of March 27, 2009Common Stock, $1 par value
    
    15,862,577
 Documents Incorporated by Reference




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##### 



Table of Contents
 PagePART IItem 1. Business
    
    
    5Item 1A. Risk Factors
    
    
    18Item 1B. Unresolved Staff Comments
    
    
    28Item 2. Properties
    
    
    28Item 3. Legal Proceedings
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    29Item 6. Selected Financial Data
    
    
    31Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    33Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    61Item 8. Financial Statements and Supplementary Data
    
    
    64Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    108Item 9A. Controls and Procedures
    
    
    108Item 9B. Other Information
    
    
    110PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    110Item 11. Executive Compensation
    
    
    110Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    110Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    110Item 14. Principal Accountant Fees and Services
    
    
    110PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    111Signatures
    
    
    114EX-21EX-23EX-24EX-31.1EX-31.2EX-32
  2




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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
  DEFINITIONS
             3




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Fiscal 2009
    
    52 weeks ending January 30, 2010Fiscal 2008
    
    52 weeks ended January 31, 2009Twelve months ended February 2, 2008
    
    52 weeks and one day ended February 2, 2008Eight-month transition period ended February 2, 2008
    
    35 weeks and one day ended February 2, 2008Fiscal 2007
    
    52 weeks ended June 1, 2007Eight months ended February 2, 2007
    
    35 weeks ended February 2, 2007Fiscal 2006
    
    52 weeks ended June 2, 2006Fiscal 2005
    
    53 weeks ended June 3, 2005Fiscal 2004
    
    52 weeks ended May 28, 2004Fiscal 2003
    
    52 weeks ended May 30, 2003Fourth quarter fiscal 2008
    
    13 weeks ended January 31, 2009Third quarter fiscal 2008
    
    13 weeks ended November 1, 2008Second quarter fiscal 2008
    
    13 weeks ended August 2, 2008First quarter fiscal 2008
    
    13 weeks ended May 3, 2008Fourth quarter of twelve months ended February 2, 2008
    
    13 weeks and one day ended February 2, 2008Third quarter of twelve months ended February 2, 2008
    
    13 weeks ended November 2, 2007Second quarter of twelve months ended February 2, 2008
    
    13 weeks ended August 3, 2007First quarter of twelve months ended February 2, 2008
    
    13 weeks ended May 4, 2007Third quarter of eight-month transition period ended
February 2, 2008
    
    9 weeks and one day ended February 2, 2008Second quarter of eight-month transition period ended
February 2, 2008
    
    13 weeks ended November 30, 2007First quarter of eight-month transition period ended
February 2, 2008
    
    13 weeks ended August 31, 2007
 4




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##### Table of Contents



PART I
 
 Item 1. Business
 BUSINESS AND PRODUCTS
 Overview
  ® ®
    
    
    Tommy Bahama;
    
    Ben Sherman;
    
    Lanier Clothes; and
    
    Oxford Apparel.
   5




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Tommy Bahama®
    
    Ben Sherman®
    
    Ely®Arnold Brant®
    
    Nickelson®
    
    Cattleman®Billy London®
    
    Oxford Golf®
    
    Cumberland Outfitters®
  Kenneth Cole®
    
    Dockers®
    
    Geoffrey Beene®United States Polo Association®
    
    Evisu®
    Operating Groups
  Twelve MonthsEndedFebruary 2,Fiscal 2008
    
    
    2008(Unaudited)Net SalesTommy Bahama
    
    $
    421,687
    
    
    $
    462,895Ben Sherman
    
    
    133,522
    
    
    
    158,927Lanier Clothes
    
    
    135,581
    
    
    
    160,705Oxford Apparel
    
    
    257,125
    
    
    
    300,747Corporate and Other (1)
    
    
    (399
    )
    
    
    1,987Total
    
    $
    947,516
    
    
    $
    1,085,261
 6




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Twelve MonthsEndedFebruary 2,Fiscal 2008
    
    
    2008Operating Income (Loss)Tommy Bahama (2)
    
    $
    (173,448
    )
    
    $
    75,834Ben Sherman (2)
    
    
    (84,988
    )
    
    
    8,495Lanier Clothes (2)
    
    
    (8,283
    )
    
    
    (130
    )Oxford Apparel (2)
    
    
    11,627
    
    
    
    20,614Corporate and Other (3)
    
    
    (6,930
    )
    
    
    (19,153
    )Total
    
    $
    (262,022
    )
    
    $
    85,660
 
 (1)
    
    Corporate and Other is a reconciling category for reporting purposes and
includes our corporate offices, substantially all financing activities, LIFO inventory
accounting adjustments and other costs that are not allocated to our operating groups.(2)
    
    Operating income (loss) by operating group in fiscal 2008 was impacted by net
charges totaling approximately $222.5 million, $84.3 million, $10.1 million and $7.7
million for Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel,
respectively. These charges primarily relate to goodwill, intangible assets,
investment in joint venture and fixed asset impairment, as well as restructuring
charges, which were partially offset by the net impact of certain other unusual items.
Operating income for Oxford Apparel for the twelve months ended February 2, 2008
included a net gain of $0.8 million primarily related to the gain on sale of property
partially offset by costs associated with the closure of Oxford Apparels last
manufacturing facility. For more details about these charges for fiscal 2008 and the
twelve months ended February 2, 2008, see Part II, Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations and the notes to our
consolidated financial statements, both included in this report.(3)
    
    Operating income of Corporate & Other for fiscal 2008 was impacted by a net
gain of $8.8 million primarily related to the impact of LIFO accounting, which was
partially offset by $1.2 million of restructuring charges. The twelve months ended
February 2, 2008 included a LIFO accounting charge of $1.5 million and restructuring
charges of $2.0 million. For more details about these items for fiscal 2008 and the
twelve months ended February 2, 2008, see Part II, Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations and the notes to our
consolidated financial statements, both included in this report. January 31,
    
    
    February 2,2009
    
    
    2008AssetsTommy Bahama
    
    $
    283,427
    
    
    $
    519,291Ben Sherman
    
    
    74,114
    
    
    
    208,829Lanier Clothes
    
    
    49,988
    
    
    
    83,208Oxford Apparel
    
    
    72,731
    
    
    
    102,253Corporate and Other
    
    
    (6,766
    )
    
    
    (3,309
    )Total
    
    $
    473,494
    
    
    $
    910,272
  7




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Tommy Bahama
   Design, Sourcing and Distribution
    Wholesale Operations
   8




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Licensing Operations
    Mens and womens watches
    
    Rum
    
    Indoor furnitureMens and womens eyewear
    
    Ceiling fans
    
    Outdoor furnitureMens and womens belts and socks
    
    Rugs
    
    Bedding and bath linensMens and womens fragrances
    
    Wallcoverings
    
    Table top accessoriesShampoo, soap and bath amenities
    
    Luggage
  Direct to Consumer Operations
   9




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Number
    
    Averageof Stores
    
    Square FeetRestaurant-retail location (1)
    
    
    12
    
    
    
    11,400Full-Price Stores
    
    
    59
    
    
    
    3,600Outlet Stores
    
    
    11
    
    
    
    6,000Licensed Stores (2)
    
    
    11
    
    
    
    2,400Total
    
    
    93
 
 (1)
    
    Includes average retail space and restaurant space of 3,900 and 7,500 square feet, respectively.(2)
    
    Consists of stores operated outside the United States under the Tommy Bahama name by third
parties pursuant to license agreements with us.   tommybahama.com
 Ben Sherman
   10




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Design, Sourcing and Distribution
    Wholesale Operations
   11




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Licensing/Distributor Operations
    Mens backpacks and travel bags
    
    Mens suits and dress shirtsMens and boys watches and jewelry
    
    Mens and boys underwear, socks and sleepwearMens and womens eyewear
    
    Mens gift productsMens fragrances and toiletries
    
    Mens and womens accessories, wallets and small leather goodsMens neckwear and pocket squares
    
    Mens hats, caps, scarves and glovesMens and boys belts
  Direct to Consumer Operations
  12




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Number
    
    Averageof Stores
    
    Square FeetUnited States Full-Price Stores
    
    
    4
    
    
    
    4,100United Kingdom and Germany Full-Price Stores
    
    
    6
    
    
    
    2,600United Kingdom Outlet Stores
    
    
    7
    
    
    
    1,600Licensed Stores
    
    
    18
    
    
    
    1,600Total
    
    
    35
   www.bensherman.com, www.bensherman.co.uk www.benshermanusa.com.
 Lanier Clothes
 TM
    13




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Design, Manufacturing, Sourcing and Distribution
      Oxford Apparel
   ®
 14




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Design, Sourcing and Distribution
      Corporate and Other
  Discontinued Operations
  15




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TRADEMARKS
  COMPETITION
  SEASONAL ASPECTS OF BUSINESS AND ORDER BACKLOG
 Seasonal Aspects of Business
  Order Backlog
  TRADE REGULATION
  16




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17




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EMPLOYEES
  AVAILABLE INFORMATION
   
  
 Item 1A. Risk Factors
  Our business is and will continue to be heavily influenced by economic trends and general economic
conditions, as evidenced by the impact of the current global economic crisis on our business.
Economic conditions may continue to adversely affect our sales, increase our cost of goods sold or
require us to significantly modify our business practices.
   18




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We make use of debt to finance our operations, which exposes us to risks that could adversely
affect our business, financial position and operating results.
  19




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The apparel industry is highly competitive, and we face significant competitive threats to our
business from various third parties that could reduce our sales, increase our costs, result in
reduced price points for our products and/or result in decreased margins.
  20




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Our business could be harmed if we fail to maintain proper inventory levels.
  Our success depends on the reputation and value of our owned and licensed brand names, including,
in particular, Tommy Bahama and Ben Sherman, and actions by us, our wholesale customers or others
who have interests in our brands could diminish the reputation or value of our brands and
adversely affect our business operations.
  We rely on our licensing partners to preserve the value of our brands and as a source of royalty
income.
  The apparel industry is subject to rapidly evolving fashion trends, and we must continuously offer
innovative and market appropriate products to maintain and grow our existing businesses. Failure
to offer innovative and market appropriate products may adversely affect our sales and lead to
excess inventory, markdowns and/or dilution of our brands.
   21




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Our business depends on our senior management and other key personnel, and the unexpected loss of
individuals integral to our business, our inability to attract and retain qualified personnel in
the future or our failure to successfully plan for and implement succession of our senior
management and key personnel may have an adverse effect on our operations, business relationships
and ability to execute our strategies.
   We depend on a group of key customers for a significant portion of our wholesale sales. A
significant adverse change in a customer relationship or in a customers financial position could
negatively impact our net sales and profitability.
     22




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Our concentration of retail stores and wholesale customers for certain of our products exposes us
to certain regional risks.
  Our foreign sourcing operations as well as the sale of products in foreign markets result in an
exposure to fluctuations in foreign currency exchange rates.
   We are dependent upon the availability of raw materials and the ability of our third-party
producers, substantially all of whom are located in foreign countries, to meet our requirements;
any failures by these producers to meet our requirements, or the unavailability of suitable
producers or raw materials at reasonable prices may negatively impact our ability to deliver
quality products to our customers on a timely basis or result in higher costs or reduced net
sales.
  23




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Since we source substantially all of our products from third-party producers located in foreign
countries, our business is subject to legal, regulatory, political and economic risks, including
risks relating to the importation of our products, and our products may become less competitive as
a result of adverse changes affecting our international operations.
    24




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Our operations are reliant on information technology, and any interruption or other failure in our
information technology systems may impair our ability to compete effectively in the apparel
industry, including our ability to provide services to our customers and meet the needs of
management.
  We may be unable to protect our trademarks and other intellectual property or may otherwise have
our brand names harmed.
   25




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Our sales and operating results are influenced by weather patterns and natural disasters.
  We hold licenses for the use of other parties brand names, and we cannot guarantee our continued
use of such brand names or the quality or salability of such brand names.
   We are dependent on a limited number of distribution centers, making our operations particularly
susceptible to disruption.
  We may not be successful in identifying locations and negotiating appropriate lease terms for
retail stores and restaurants.
  26




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Our restaurant operations may be negatively impacted by regulatory issues or by health, safety,
labor and similar operational issues, or by publicity surrounding any of these issues.
  The acquisition of new businesses has certain inherent risks, including, for example, strains on
our management team and unexpected acquisition costs.
    Divestitures of certain businesses or discontinuations of certain product lines may require us to
find alternative uses for our resources.
  We operate in various countries with differing laws and regulations, which may impair our ability
to maintain compliance with regulations and laws.
 27




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Compliance with privacy and information laws and requirements could be costly, and a breach of
information security or privacy could adversely affect our business.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  28




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Operating
    
    Square
    
    LeaseLocation
    
    Primary Use
    
    Group
    
    Footage
    
    ExpirationAtlanta, Georgia
    
    Sales/administration
    
    Corporate and Other &
Lanier Clothes
    
    
    70,000
    
    
    OwnedSeattle, Washington
    
    Sales/administration
    
    Tommy Bahama
    
    
    80,000
    
    
    
    2015Lyons, Georgia
    
    Sales/administration
    
    Oxford Apparel
    
    
    90,000
    
    
    OwnedLondon, England
    
    Sales/administration
    
    Ben Sherman
    
    
    20,000
    
    
    
    2013Lurgan, Northern Ireland
    
    Sales/administration
    
    Ben Sherman
    
    
    10,000
    
    
    OwnedNew York, New York
    
    Sales/administration
    
    Various
    
    
    90,000
    
    
        VariousHong Kong
    
    Sales/administration
    
    Various
    
    
    25,000
    
    
        VariousShenzen, China
    
    Sales/administration
    
    Various
    
    
    10,000
    
    
        VariousAuburn, Washington
    
    Distribution center
    
    Tommy Bahama
    
    
    260,000
    
    
    
    2015Lyons, Georgia
    
    Distribution center
    
    Oxford Apparel
    
    
    330,000
    
    
    OwnedToccoa, Georgia
    
    Distribution center
    
    Lanier Clothes
    
    
    310,000
    
    
    OwnedDusseldorf, Germany
    
    Distribution center
    
    Ben Sherman
    
    
    15,000
    
    
    
    2009Merida, Mexico
    
    Manufacturing plant
    
    Lanier Clothes
    
    
    80,000
    
    
    Owned
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 Market and Dividend Information
  29




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High
    
    Low
    
    Close
    
    DividendsFiscal 2008Fourth Quarter
    
    $
    13.70
    
    
    $
    4.48
    
    
    $
    6.66
    
    
    $
    0.18Third Quarter
    
    $
    29.02
    
    
    $
    11.15
    
    
    $
    13.47
    
    
    $
    0.18Second Quarter
    
    $
    29.88
    
    
    $
    17.40
    
    
    $
    21.30
    
    
    $
    0.18First Quarter
    
    $
    28.65
    
    
    $
    20.10
    
    
    $
    27.27
    
    
    $
    0.18Eight-month transition period ended February 2, 2008Fourth Quarter (1)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AThird Quarter (2)
    
    $
    27.96
    
    
    $
    19.77
    
    
    $
    23.22
    
    
    $
    0.18Second Quarter
    
    $
    38.40
    
    
    $
    22.48
    
    
    $
    24.77
    
    
    $
    0.18First Quarter
    
    $
    46.34
    
    
    $
    35.18
    
    
    $
    36.22
    
    
    $
    0.18Fiscal 2007Fourth Quarter
    
    $
    50.86
    
    
    $
    43.99
    
    
    $
    45.98
    
    
    $
    0.18Third Quarter
    
    $
    52.05
    
    
    $
    42.17
    
    
    $
    47.28
    
    
    $
    0.18Second Quarter
    
    $
    53.98
    
    
    $
    40.13
    
    
    $
    50.55
    
    
    $
    0.15First Quarter
    
    $
    42.10
    
    
    $
    34.34
    
    
    $
    41.51
    
    
    $
    0.15
 
 (1)
    
    There is no fourth quarter for the eight-month transition period ended February 2, 2008
due to the change in our fiscal year-end.(2)
    
    The third quarter of the eight-month transition period ended February 2, 2008
represents the two-month period from December 1, 2007 through February 2, 2008.   Recent Sales of Unregistered Securities
  Purchases of Equity Securities by the Issuer and Affiliated Purchases
   30




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Stock Price Performance Graph
  
    
    The S&P SmallCap 600 Index; and
    
    The S&P 500 Apparel, Accessories and Luxury Goods.
 
 INDEXED RETURNSBase
    
    
    
    
    
    Years EndingPeriodCompany / Index
    
    5/30/03
    
    5/28/04
    
    6/3/05
    
    6/2/06
    
    6/1/07
    
    2/2/08
    
    1/31/09Oxford Industries, Inc.
    
    
    100
    
    
    
    183.04
    
    
    
    210.28
    
    
    
    212.96
    
    
    
    237.82
    
    
    
    121.45
    
    
    
    36.95S&P SmallCap 600 Index
    
    
    100
    
    
    
    131.48
    
    
    
    153.49
    
    
    
    182.71
    
    
    
    211.57
    
    
    
    184.79
    
    
    
    114.04S&P 500 Apparel, Accessories & Luxury Goods
    
    
    100
    
    
    
    120.41
    
    
    
    149.70
    
    
    
    151.28
    
    
    
    217.26
    
    
    
    147.29
    
    
    
    75.61
 
 Item 6. Selected Financial Data
  31




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Twelve
    
    
    Eight-monthMonths
    
    
    TransitionEnded
    
    
    Period EndedFiscal
    
    
    February 2,
    
    
    February 2,
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal2008
    
    
    2008
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(Unaudited)(In millions, except per share amounts)Net sales
    
    $
    947.5
    
    
    $
    1,085.3
    
    
    $
    695.8
    
    
    $
    1,128.9
    
    
    $
    1,109.1
    
    
    $
    1,056.8
    
    
    $
    818.7Cost of goods sold
    
    
    551.0
    
    
    
    647.4
    
    
    
    420.0
    
    
    
    681.1
    
    
    
    677.4
    
    
    
    653.5
    
    
    
    515.5Gross profit
    
    
    396.5
    
    
    
    437.8
    
    
    
    275.8
    
    
    
    447.8
    
    
    
    431.7
    
    
    
    403.2
    
    
    
    303.2SG&A
    
    
    358.1
    
    
    
    366.5
    
    
    
    244.0
    
    
    
    357.0
    
    
    
    339.1
    
    
    
    314.4
    
    
    
    228.3Amortization of intangible
assets
    
    
    2.9
    
    
    
    5.4
    
    
    
    3.2
    
    
    
    6.4
    
    
    
    7.6
    
    
    
    8.6
    
    
    
    6.7Impairment of goodwill,
intangible assets and an
investment in joint venture
    
    
    314.8
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0Royalties and other operating
income
    
    
    17.3
    
    
    
    19.8
    
    
    
    12.5
    
    
    
    16.5
    
    
    
    13.1
    
    
    
    12.1
    
    
    
    5.1Operating income (loss)
    
    
    (262.0
    )
    
    
    85.7
    
    
    
    41.0
    
    
    
    100.8
    
    
    
    98.1
    
    
    
    92.3
    
    
    
    73.4Gain on repurchase of Senior
Unsecured Notes
    
    
    7.8
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0Interest expense, net
    
    
    23.7
    
    
    
    22.4
    
    
    
    15.3
    
    
    
    22.2
    
    
    
    24.0
    
    
    
    26.1
    
    
    
    23.5Earnings (loss) before
income taxes
    
    
    (278.0
    )
    
    
    63.3
    
    
    
    25.7
    
    
    
    78.6
    
    
    
    74.1
    
    
    
    66.1
    
    
    
    49.8Income taxes (benefit)
    
    
    (12.1
    )
    
    
    17.9
    
    
    
    6.5
    
    
    
    26.3
    
    
    
    22.9
    
    
    
    22.2
    
    
    
    18.4Net earnings (loss) from
continuing operations
    
    
    (265.8
    )
    
    
    45.4
    
    
    
    19.2
    
    
    
    52.3
    
    
    
    51.2
    
    
    
    44.0
    
    
    
    31.5Earnings (loss) from
discontinued operations, net
of taxes
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    (0.2
    )
    
    
    19.3
    
    
    
    5.9
    
    
    
    8.3Net earnings (loss)
    
    $
    (265.8
    )
    
    $
    45.4
    
    
    $
    19.2
    
    
    $
    52.1
    
    
    $
    70.5
    
    
    $
    49.8
    
    
    $
    39.7Diluted net earnings (loss)
from continuing operations
per common share
    
    $
    (17.00
    )
    
    $
    2.59
    
    
    $
    1.11
    
    
    $
    2.93
    
    
    $
    2.88
    
    
    $
    2.53
    
    
    $
    1.88Diluted earnings (loss) from
discontinued operations per
common share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    1.08
    
    
    $
    0.34
    
    
    $
    0.49Diluted net earnings (loss)
per common share
    
    $
    (17.00
    )
    
    $
    2.59
    
    
    $
    1.11
    
    
    $
    2.92
    
    
    $
    3.96
    
    
    $
    2.87
    
    
    $
    2.38Diluted weighted average
shares outstanding
    
    
    15.6
    
    
    
    17.6
    
    
    
    17.4
    
    
    
    17.9
    
    
    
    17.8
    
    
    
    17.4
    
    
    
    16.7Dividends declared
    
    $
    11.5
    
    
    $
    12.6
    
    
    $
    9.3
    
    
    $
    11.7
    
    
    $
    9.9
    
    
    $
    8.5
    
    
    $
    7.3Dividends declared per
common share
    
    $
    0.72
    
    
    $
    0.72
    
    
    $
    0.54
    
    
    $
    0.66
    
    
    $
    0.57
    
    
    $
    0.51
    
    
    $
    0.45Total assets related to
continuing operations, at
year-end
    
    $
    473.5
    
    
    $
    910.3
    
    
    $
    910.3
    
    
    $
    908.7
    
    
    $
    826.4
    
    
    $
    826.3
    
    
    $
    599.0Total assets, at year-end
    
    $
    473.5
    
    
    $
    910.3
    
    
    $
    910.3
    
    
    $
    908.7
    
    
    $
    885.6
    
    
    $
    905.9
    
    
    $
    694.8Long-term debt, less current
maturities, at year-end
    
    $
    194.2
    
    
    $
    234.4
    
    
    $
    234.4
    
    
    $
    199.3
    
    
    $
    200.0
    
    
    $
    289.1
    
    
    $
    198.8
 32




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##### Table of Contents



Twelve
    
    Eight-monthMonths
    
    TransitionEnded
    
    Period EndedFiscal
    
    February 2,
    
    February 2,
    
    Fiscal
    
    Fiscal
    
    Fiscal
    
    Fiscal2008
    
    2008
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004(Unaudited)(In millions, except per share amounts)Shareholders
equity, at year-end
    
    $
    93.1
    
    
    $
    407.5
    
    
    $
    407.5
    
    
    $
    454.1
    
    
    $
    398.7
    
    
    $
    303.5
    
    
    $
    239.0Capital expenditures
    
    $
    20.7
    
    
    $
    33.7
    
    
    $
    21.1
    
    
    $
    31.3
    
    
    $
    25.0
    
    
    $
    23.4
    
    
    $
    14.1Depreciation and
amortization
included in
continuing
operations
    
    $
    24.9
    
    
    $
    24.4
    
    
    $
    16.0
    
    
    $
    23.1
    
    
    $
    22.7
    
    
    $
    21.9
    
    
    $
    18.0Impairment of
goodwill,
intangible assets
and investment in
joint venture
included in
continuing
operations
    
    $
    314.8
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0Amortization of
deferred financing
costs
    
    $
    2.9
    
    
    $
    2.5
    
    
    $
    1.7
    
    
    $
    2.5
    
    
    $
    2.5
    
    
    $
    4.4
    
    
    $
    2.7Book value per
share at year-end
    
    $
    5.87
    
    
    $
    25.39
    
    
    $
    25.39
    
    
    $
    25.45
    
    
    $
    22.59
    
    
    $
    17.97
    
    
    $
    14.74Return (net
earnings (loss)
from continuing
operations) on
average
shareholders
equity (1)
    
    
    (106.2
    %)
    
    
    10.9
    %
    
    
    6.7
    %
    
    
    12.2
    %
    
    
    14.6
    %
    
    
    16.2
    %
    
    
    14.7
    %Return (net
earnings (loss)
from continuing
operations) on
average total
assets related to
continuing
operations (1)
    
    
    (38.4
    %)
    
    
    5.1
    %
    
    
    3.2
    %
    
    
    5.8
    %
    
    
    6.2
    %
    
    
    6.2
    %
    
    
    6.2
    %
 
 (1)
    
    Returns for eight-month transition period ended February 2, 2008 are annualized. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  OVERVIEW
   
    
    our June 2003 acquisition of the Tommy Bahama brand and operations;
    
    our July 2004 acquisition of the Ben Sherman brand and operations;
 33




---



##### Table of Contents




    
    the divestiture of our private label Womenswear Group operations in June 2006;
    
    the closure of certain of our manufacturing facilities located in Latin America and
the associated shifts in our Lanier Clothes and Oxford Apparel operating groups towards
package purchases from third-party manufacturers, primarily in the Far East;
    
    our refocus on key product categories and exit of certain underperforming lines of
business in our Oxford Apparel and Lanier Clothes operating groups in recent years;
    
    the acquisition of a two-thirds interest in the entity that owns the Hathaway®
trademark in the United States and several other countries; and
    
    continued investment in Tommy Bahama and Ben Sherman by expanding the number of Tommy
Bahama and Ben Sherman retail stores each year since the acquisitions of these
businesses.
   
    
    Continuing to plan inventory purchases conservatively, which will mitigate inventory
markdown risk and promotional pressures and help protect the integrity of our brands but
will limit our sales growth opportunities for fiscal 2009;
    
    Continued monitoring of sales to customers with a higher risk of non-payment given
the difficult economic conditions;
    
    Reducing annual employment costs and other SG&A;
    
    The suspension of annual salary increases and the company-wide bonus plan in fiscal
2009;
    
    Lowering our debt level by repurchasing a face amount of $33.2 million of Senior
Unsecured Notes at a discount in fiscal 2008, which we estimate will reduce annual
interest expense by more than $2.2 million;
    
    Capital expenditures in fiscal 2009 of approximately $10 million to $12 million
compared to $20.7 million in fiscal 2008; and
    
    Lower quarterly dividend payment of $0.09 per common share for the first quarter of
fiscal 2009 as compared to $0.18 per common share in each quarter in fiscal 2008.
  Fiscal 2008 Results Summary
  
    
    Impairment charges related to certain goodwill, intangible assets and an investment in a
joint venture totaling approximately $314.8 million in fiscal 2008;
 34




---



##### Table of Contents




    
    Restructuring charges, excluding non-cash impairment charges, totaling approximately
$10.5 million in fiscal 2008;
    
    Impairment charges related to property, plant and equipment of $1.5 million in fiscal
2008;
    
    The write-off of approximately $0.9 million of unamortized deferred financing costs
associated with our U.S. revolving credit facility, which was amended and restated in
August 2008;
    
    A gain of $7.8 million on the repurchase of approximately $33.2 million in face amount
of Senior Unsecured Notes in fiscal 2008;
    
    A gain of $8.8 million resulting from LIFO accounting adjustments due to the liquidation
of certain LIFO layers and changes in inventory markdowns during fiscal 2008;
    
    Other unusual items which occurred in fiscal 2008 resulting in a net gain of $0.9
million; and
    
    The challenging economic conditions discussed above, which impacted each of our
operating groups.
  
    
    Tommy Bahamas operating income (loss) decreased from operating income of $75.8
million in the twelve months ended February 2, 2008 to an operating loss of $173.4
million in fiscal 2008. The operating loss in fiscal 2008 included the impact of
non-cash impairment charges for goodwill and intangible assets totaling $221.6 million,
impairment charges related to property, plant and equipment of $0.4 million and
restructuring charges totaling $0.5 million as lower sales impacted by challenging
economic conditions. The sales decline resulting from the challenging economic
conditions was partially offset by the net sales from stores opened subsequent to
February 3, 2007, which was the first day of the twelve months ended February 2, 2008.
Operations of the new retail stores resulted in additional SG&A.
    
    Ben Shermans operating income (loss) decreased from operating income of $8.5
million in the twelve months ended February 2, 2008 to an operating loss of $85.0
million in fiscal 2008. The operating loss in fiscal 2008 included the impact of
non-cash impairment charges totaling $83.8 million, restructuring charges totaling $0.5
million and the impact of the challenging economic conditions. Net sales declined as a
result of the current economic conditions, the impact of the 10% reduction in the
average exchange rate value of the British pound sterling versus the U.S. dollar and our
efforts to reposition the brand in our United Kingdom business as we exited certain
lower tier customer accounts during late 2007 and early 2008. Although we reduced
overhead during fiscal 2008 to mitigate the impact of the decrease in net sales
mentioned above, the reductions were not large enough to offset the impact of the loss
of margin from the lower net sales amounts.
    
    Lanier Clothes operating loss increased from an operating loss of $0.1 million in
the twelve months ended February 2, 2008 to an operating loss of $8.3 million in fiscal
2008. The operating loss in fiscal 2008 included $7.4 million of restructuring charges
and $2.4 million of non-cash impairment charges as well as the impact of the continued
weak demand for tailored clothing. The restructuring charges were primarily associated
with the decision to exit certain license agreements relating to the Nautica and O Oscar
brands and the restructuring of our Arnold Brant business. These restructuring charges
include costs associated with the disposal of the inventory related to the licenses,
payments related to license termination, severance costs and costs associated with
certain leased space. The impairment charges include the write down of the Arnold Brant
trademark of $2.2 million and the impairment of certain property, plant and equipment.
Net sales declined during fiscal 2008 primarily as a result of the exit from the Nautica
and O Oscar licenses and the weak demand for tailored clothing discussed above. The
sales decline resulted in a decline in gross profit which was partially offset by
reductions in overhead.
    
    Oxford Apparels operating income decreased from $20.6 million in the twelve months
ended February 2, 2008 to $11.6 million in fiscal 2008. The decline in operating income
was primarily due to non-cash impairment charges totaling $8.1 million and restructuring
charges of $0.8 million. The impairment charges of $8.1 million related to the
impairment of the Solitude® trademark, as we exited that business, the Ely & Walker
investment, an investment in an unconsolidated joint venture and certain property, plant
and equipment. The restructuring charges primarily relate to certain severance costs.
These charges were partially offset by a net gain of $1.2 million from other unusual
items including the
resolution of a contingent liability and the sale of a trademark partially offset by a
bad debt charge associated with a large customers bankruptcy. The decrease in net sales
was primarily a result of our continued focus on key product categories and lines of
business as well as the impact of the difficult
 35




---



##### Table of Contents



economic conditions. The impact of the
lower sales was offset by a significant reduction in SG&A in fiscal 2008. The twelve
months ended February 2, 2008 included a gain of approximately $2.0 million recognized as
a result of the sale of our Monroe, Georgia facility in April 2007 which was partially
offset by a $1.2 million charge associated with the sale of Oxford Apparels last owned
manufacturing facility late in calendar 2007.
    
    Corporate and Others operating loss decreased from $19.2 million in the twelve
months ended February 2, 2008 to $6.9 million in fiscal 2008. The lower operating loss
was primarily the result of $8.8 million of income in fiscal 2008 and $1.5 million of
charges in the twelve months ended February 2, 2008 related to LIFO accounting
adjustments. Fiscal 2008 also reflected reduced employment costs partially offset by
$1.2 million of restructuring charges. The twelve months ended February 2, 2008
included approximately $2.0 million of severance costs.
 U.S. Revolving Credit Agreement
  Repurchase of Senior Unsecured Notes
  Accelerated Share Repurchase Program
  RESULTS OF OPERATIONS
  36




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##### Table of Contents



% ChangeBetweenFiscal 2008and Twelve
    
    
    Eight-month
    
    
    
    
    
    
    % ChangeTwelve Months
    
    
    Months
    
    
    Transition
    
    
    
    
    
    
    BetweenEnded
    
    
    Ended
    
    
    Period Ended
    
    
    Eight Months
    
    
    EightFebruary 2,
    
    
    February 2,
    
    
    February 2,
    
    
    Ended February
    
    
    MonthFiscal 2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2, 2007
    
    
    Periods(Unaudited)
    
    
    
    
    
    
    
    
    (Unaudited)Net sales
    
    $
    947,516
    
    
    $
    1,085,261
    
    
    
    (12.7
    )%
    
    $
    695,798
    
    
    $
    739,489
    
    
    
    (5.9
    )%Cost of goods sold
    
    
    551,045
    
    
    
    647,415
    
    
    
    (14.9
    )%
    
    
    420,038
    
    
    
    453,794
    
    
    
    (7.4
    )%Gross profit
    
    
    396,471
    
    
    
    437,846
    
    
    
    (9.4
    )%
    
    
    275,760
    
    
    
    285,695
    
    
    
    (3.5
    )%SG&A
    
    
    358,071
    
    
    
    366,511
    
    
    
    (2.3
    )%
    
    
    244,033
    
    
    
    234,951
    
    
    
    3.9
    %Amortization of intangible assets
    
    
    2,903
    
    
    
    5,434
    
    
    
    (46.6
    )%
    
    
    3,184
    
    
    
    4,198
    
    
    
    (24.2
    )%Impairment of goodwill and
intangible assets
    
    
    314,813
    
    
    
    
    
    
    
    100.0
    %
    
    
    
    
    
    
    
    
    
    
    0.0
    %Royalties and other operating
income
    
    
    17,294
    
    
    
    19,759
    
    
    
    (12.5
    )%
    
    
    12,451
    
    
    
    9,637
    
    
    
    29.2
    %Operating income (loss)
    
    
    (262,022
    )
    
    
    85,660
    
    
    
    (405.9
    )%
    
    
    40,994
    
    
    
    56,183
    
    
    
    (27.0
    )%Gain on repurchase of Senior Unsecured Notes
    
    
    7,767
    
    
    
    
    
    
    
    100.0
    %
    
    
    
    
    
    
    
    
    
    
    0.0
    %Interest expense, net
    
    
    23,702
    
    
    
    22,351
    
    
    
    6.0
    %
    
    
    15,302
    
    
    
    15,169
    
    
    
    0.9
    %Earnings (loss) before income taxes
    
    
    (277,957
    )
    
    
    63,309
    
    
    
    (539.0
    )%
    
    
    25,692
    
    
    
    41,014
    
    
    
    (37.4
    )%Income taxes
    
    
    (12,145
    )
    
    
    17,899
    
    
    
    (167.9
    )%
    
    
    6,477
    
    
    
    14,892
    
    
    
    (56.5
    )%Net earnings (loss) from
continuing operations
    
    
    (265,812
    )
    
    
    45,410
    
    
    
    (685.4
    )%
    
    
    19,215
    
    
    
    26,122
    
    
    
    (26.4
    )%Earnings (loss) from discontinued
operations, net of taxes
    
    
    
    
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    (183
    )
    
    
    (100.0
    )Net earnings (loss)
    
    $
    (265,812
    )
    
    $
    45,410
    
    
    
    (685.4
    )%
    
    $
    19,215
    
    
    $
    25,939
    
    
    
    (25.9
    )%
 % of Net SalesEight-monthTransitionTwelve
    
    Period
    
    Eight MonthsMonths Ended
    
    Ended
    
    EndedFebruary 2,
    
    February 2,
    
    February 2,Fiscal 2008
    
    2008
    
    2008
    
    2007(Unaudited)
    
    
    
    (Unaudited)Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    58.2
    %
    
    
    59.7
    %
    
    
    60.4
    %
    
    
    61.4
    %Gross profit
    
    
    41.8
    %
    
    
    40.3
    %
    
    
    39.6
    %
    
    
    38.6
    %SG&A
    
    
    37.8
    %
    
    
    33.8
    %
    
    
    35.1
    %
    
    
    31.8
    %Amortization of intangible assets
    
    
    0.3
    %
    
    
    0.5
    %
    
    
    0.5
    %
    
    
    0.6
    %Impairment of goodwill, intangible assets and investment in joint venture
    
    
    33.2
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Royalties and other operating income
    
    
    1.8
    %
    
    
    1.8
    %
    
    
    1.8
    %
    
    
    1.3
    %Operating income (loss)
    
    
    (27.7
    )%
    
    
    7.9
    %
    
    
    5.9
    %
    
    
    7.6
    %Gain on repurchase of Senior Unsecured Notes
    
    
    0.8
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Interest expense, net
    
    
    2.5
    %
    
    
    2.1
    %
    
    
    2.2
    %
    
    
    2.1
    %Earnings (loss) before income taxes
    
    
    (29.3
    )%
    
    
    5.8
    %
    
    
    3.7
    %
    
    
    5.5
    %Income taxes
    
    
    (1.3
    )%
    
    
    1.6
    %
    
    
    0.9
    %
    
    
    2.0
    %Net earnings (loss) from continuing operations
    
    
    (28.1
    )%
    
    
    4.2
    %
    
    
    2.8
    %
    
    
    3.5
    %Earnings (loss) from discontinued operations, net of taxes
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Net earnings (loss)
    
    
    (28.1
    )%
    
    
    4.2
    %
    
    
    2.8
    %
    
    
    3.5
    %
 37




---



##### Table of Contents



% of Net
    
    
    
    
    
    
    % of NetSales
    
    
    
    
    
    
    Sales
    
    
    %Fiscal
    
    
    
    
    
    
    Fiscal
    
    
    ChangeFiscal 2007
    
    
    2007
    
    
    Fiscal 2006
    
    
    2006
    
    
    06-07Net sales
    
    $
    1,128,907
    
    
    
    100.0
    %
    
    $
    1,109,116
    
    
    
    100.0
    %
    
    
    1.8
    %Cost of goods sold
    
    
    681,147
    
    
    
    60.3
    %
    
    
    677,429
    
    
    
    61.1
    %
    
    
    0.5
    %Gross profit
    
    
    447,760
    
    
    
    39.7
    %
    
    
    431,687
    
    
    
    38.9
    %
    
    
    3.7
    %SG&A
    
    
    356,970
    
    
    
    31.6
    %
    
    
    339,073
    
    
    
    30.6
    %
    
    
    5.3
    %Amortization of intangible assets
    
    
    6,405
    
    
    
    0.6
    %
    
    
    7,642
    
    
    
    0.7
    %
    
    
    (16.2
    )%Royalties and other operating income
    
    
    16,462
    
    
    
    1.5
    %
    
    
    13,144
    
    
    
    1.2
    %
    
    
    25.2
    %Operating income
    
    
    100,847
    
    
    
    8.9
    %
    
    
    98,116
    
    
    
    8.8
    %
    
    
    2.8
    %Interest expense, net
    
    
    22,214
    
    
    
    2.0
    %
    
    
    23,971
    
    
    
    2.2
    %
    
    
    (7.3
    )%Earnings before income taxes
    
    
    78,633
    
    
    
    7.0
    %
    
    
    74,145
    
    
    
    6.7
    %
    
    
    6.1
    %Income taxes
    
    
    26,313
    
    
    
    2.3
    %
    
    
    22,944
    
    
    
    2.1
    %
    
    
    14.7
    %Net earnings from continuing operations
    
    
    52,320
    
    
    
    4.6
    %
    
    
    51,201
    
    
    
    4.6
    %
    
    
    2.2
    %(Loss) earnings from discontinued operations, net of taxes
    
    
    (183
    )
    
    
    0.0
    %
    
    
    19,270
    
    
    
    1.7
    %
    
    NMNet earnings
    
    $
    52,137
    
    
    
    4.6
    %
    
    $
    70,471
    
    
    
    6.4
    %
    
    
    (26.0
    )%
 OPERATING GROUPS
      38




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##### Table of Contents



Twelve Months Ended
    
    
    PercentFiscal 2008
    
    
    February 2, 2008
    
    
    Change(Unaudited)Net SalesTommy Bahama
    
    $
    421,687
    
    
    $
    462,895
    
    
    
    (8.9
    )%Ben Sherman
    
    
    133,522
    
    
    
    158,927
    
    
    
    (16.0
    )%Lanier Clothes
    
    
    135,581
    
    
    
    160,705
    
    
    
    (15.6
    )%Oxford Apparel
    
    
    257,125
    
    
    
    300,747
    
    
    
    (14.5
    )%Corporate and Other
    
    
    (399
    )
    
    
    1,987
    
    
    
    (120.1
    )%Total
    
    $
    947,516
    
    
    $
    1,085,261
    
    
    
    (12.7
    )%
 Twelve Months EndedFiscal 2008
    
    
    February 2, 2008(Unaudited)Operating Income (loss)Tommy Bahama
    
    $
    (173,448
    )
    
    $
    75,834Ben Sherman
    
    
    (84,988
    )
    
    
    8,495Lanier Clothes
    
    
    (8,283
    )
    
    
    (130
    )Oxford Apparel
    
    
    11,627
    
    
    
    20,614Corporate and Other
    
    
    (6,930
    )
    
    
    (19,153
    )Total
    
    $
    (262,022
    )
    
    $
    85,660
 PercentEight-month
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ChangeTransition
    
    
    Eight Months
    
    
    Percent
    
    
    
    
    
    
    
    
    
    
    BetweenPeriod Ended
    
    
    Ended
    
    
    Change
    
    
    
    
    
    
    
    
    
    
    Fiscal 2007February 2,
    
    
    February 2,
    
    
    Between Eight
    
    
    Fiscal
    
    
    Fiscal
    
    
    and Fiscal2008
    
    
    2007
    
    
    Month Periods
    
    
    2007
    
    
    2006
    
    
    2006(Unaudited)Net SalesTommy Bahama
    
    $
    284,611
    
    
    $
    286,837
    
    
    
    (0.8
    )%
    
    $
    465,121
    
    
    $
    409,141
    
    
    
    13.7
    %Ben Sherman
    
    
    101,578
    
    
    
    99,469
    
    
    
    2.1
    %
    
    
    156,773
    
    
    
    166,606
    
    
    
    (5.9
    )%Lanier Clothes
    
    
    107,457
    
    
    
    111,910
    
    
    
    (4.0
    )%
    
    
    165,159
    
    
    
    180,411
    
    
    
    (8.5
    )%Oxford Apparel
    
    
    201,301
    
    
    
    239,862
    
    
    
    (16.1
    )%
    
    
    339,309
    
    
    
    352,932
    
    
    
    (3.9
    )%Corporate and Other
    
    
    851
    
    
    
    1,411
    
    
    
    (39.7
    )
    
    
    2,545
    
    
    
    26
    
    
    NMTotal
    
    $
    695,798
    
    
    $
    739,489
    
    
    
    (5.9
    )%
    
    $
    1,128,907
    
    
    $
    1,109,116
    
    
    
    1.8
    %
 39




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##### Table of Contents



PercentPercent
    
    
    
    
    
    
    
    
    
    
    ChangeEight-month
    
    
    Eight
    
    
    Change
    
    
    
    
    
    
    
    
    
    
    BetweenTransition
    
    
    Months
    
    
    Between
    
    
    
    
    
    
    
    
    
    
    FiscalPeriod Ended
    
    
    Ended
    
    
    Eight
    
    
    
    
    
    
    
    
    
    
    2007 andFebruary 2,
    
    
    February 2,
    
    
    Month
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal2008
    
    
    2007
    
    
    Periods
    
    
    2007
    
    
    2006
    
    
    2006(Unaudited)Operating IncomeTommy Bahama
    
    $
    38,041
    
    
    $
    43,740
    
    
    
    (13.0
    )%
    
    $
    81,533
    
    
    $
    71,522
    
    
    
    14.0
    %Ben Sherman
    
    
    4,147
    
    
    
    4,026
    
    
    
    3.0
    %
    
    
    8,372
    
    
    
    10,329
    
    
    
    (18.9
    )%Lanier Clothes
    
    
    315
    
    
    
    4,683
    
    
    
    (93.3
    )%
    
    
    4,238
    
    
    
    17,422
    
    
    
    (75.7
    )%Oxford Apparel
    
    
    12,001
    
    
    
    14,136
    
    
    
    (15.1
    )%
    
    
    22,749
    
    
    
    14,556
    
    
    
    56.3
    %Corporate and Other
    
    
    (13,510
    )
    
    
    (10,402
    )
    
    
    (29.9
    )%
    
    
    (16,045
    )
    
    
    (15,713
    )
    
    
    (2.1
    )%Total
    
    $
    40,994
    
    
    $
    56,183
    
    
    
    (27.0
    )%
    
    
    100,847
    
    
    
    98,116
    
    
    
    2.8
    %
  FISCAL 2008 COMPARED TO TWELVE MONTHS ENDED FEBRUARY 2, 2008
  Net sales
    40




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##### Table of Contents



Gross profit
 SG&A
 Amortization of intangible assets
 Impairment of goodwill, intangible assets and investments in joint ventures
 Royalties and other operating income
 Operating income (loss)
  41




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##### Table of Contents



Gain on repurchase of Senior Unsecured Notes
 Interest expense, net
 Income Taxes
 42




---



##### Table of Contents



Diluted net earnings (loss) per common share
 EIGHT-MONTH TRANSITION PERIOD ENDED FEBRUARY 2, 2008, COMPARED TO
EIGHT MONTHS ENDED FEBRUARY 2, 2007
  Net sales
      43




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##### Table of Contents



Gross profit
 SG&A
 Amortization of intangible assets
 Royalties and other operating income
 Operating income
      44




---



##### Table of Contents



Interest expense, net
 Income taxes
 Diluted earnings from continuing operations per common share
 FISCAL 2007 COMPARED TO FISCAL 2006
  Net sales
 TM TM tm
    Gross profit
 45




---



##### Table of Contents



SG&A
 Amortization of intangible assets
 Royalties and other operating income
 Operating income
      Interest expense, net
 46




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##### Table of Contents



Income taxes
 Discontinued operations
 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
    Twelve MonthsFiscal
    
    Ended February 2,2008
    
    2008(Unaudited)Net cash provided by operating activities
    
    $
    90,363
    
    
    $
    66,982Net cash used in investing activities
    
    
    (21,239
    )
    
    
    (87,014
    )Net cash provided by (used in) financing activities
    
    
    (79,702
    )
    
    
    4,264
 Eight-monthTransition Period
    
    Eight MonthsEnded February 2,
    
    Ended February 2,2008
    
    2007
    
    Fiscal 2007
    
    Fiscal 2006(Unaudited)Net cash provided by operating activities
    
    $
    44,137
    
    
    $
    37,007
    
    
    $
    59,606
    
    
    $
    80,955Net cash used in investing activities
    
    
    (74,818
    )
    
    
    (41,049
    )
    
    
    (51,467
    )
    
    
    (34,594
    )Net cash provided by (used in) financing activities
    
    
    8,962
    
    
    
    (6,220
    )
    
    
    (10,826
    )
    
    
    (97,998
    )
 FISCAL 2008 COMPARED TO TWELVE MONTHS ENDED FEBRUARY 2, 2008
 Cash and cash equivalents
 47




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##### Table of Contents



Operating Activities
   Receivables
 Inventories
 Prepaid expenses
 Current liabilities
 Other non-current liabilities,
 Non-current deferred income taxes
 Investing Activities
  48




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##### Table of Contents



Non-current asset
 Financing Activities
   Debt,
 EIGHT-MONTH TRANSITION PERIOD ENDED FEBRUARY 2, 2008, COMPARED TO
EIGHT MONTHS ENDED FEBRUARY 2, 2007
 Cash and cash equivalents
 Operating Activities
   Receivables
 49




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##### Table of Contents



Inventories
 Prepaid expenses
 Current liabilities
 Other non-current liabilities
 Non-current deferred income taxes
 Investing Activities
   Non-current assets,
 50




---



##### Table of Contents



Financing Activities
   Debt,
 Cash Flows from Discontinued Operations
  FISCAL 2007 COMPARED TO FISCAL 2006
 Cash and cash equivalents
 Operating Activities
   Receivables
 Inventories
 51




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##### Table of Contents



Prepaid expenses
 Current liabilities,
 Non-current deferred income tax liabilities
 Other non-current liabilities,
 Current assets and current liabilities related to discontinued operations
 Investing Activities
   Non-current assets
 Financing Activities
   52




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##### Table of Contents



Debt, including short-term debt,
 Cash Flows from Discontinued Operations
  LIQUIDITY AND CAPITAL RESOURCES
  January 31,2009$175 million U.S. Secured Revolving Credit Facility (U.S.
Revolving Credit Agreement), which is limited to a
borrowing base consisting of specified percentages of
eligible categories of assets, accrues interest (3.25% at
January 31, 2009), unused line fees and letter of credit
fees based upon a pricing grid which is tied to average
unused availability, requires interest payments monthly
with principal due at maturity (August 2013, subject to
certain conditions discussed below) and is secured by a
first priority security interest in the accounts
receivable (other than royalty payments in respect of
trademark licenses), inventory, investment property
(including the equity interests of certain subsidiaries),
general intangibles (other than trademarks, trade names
and related rights), deposit accounts, inter-company
obligations, equipment, goods, documents, contracts, books
and records and other personal property of Oxford
Industries, Inc. and its consolidated domestic
subsidiaries
    
    $
    27,722£12 million Senior Secured Revolving Credit Facility
(U.K. Revolving Credit Agreement), which accrues
interest at the banks base rate plus 1.35% (2.85% at
January 31, 2009), requires interest payments monthly with
principal payable on demand and is collateralized by
substantially all of the United Kingdom assets of Ben
Sherman
    
    
    5,083Senior Unsecured Notes (Senior Unsecured Notes), which
accrue interest at 8.875% (effective interest rate of
9.0%) and require interest payments semi-annually on June
1 and December 1 of each year, require payment of
principal at maturity (June 2011), are subject to certain
prepayment penalties as discussed below and are guaranteed
by certain of our domestic subsidiaries
    
    
    166,805Other debt
    
    
    Unamortized discount on Senior Unsecured Notes
    
    
    (340
    )Total debt
    
    
    199,270Short-term debt and current maturities of long-term debt
    
    
    (5,083
    )Long-term debt, less current maturities
    
    $
    194,187
 U.S. Revolving Credit Agreement
  53




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##### Table of Contents




    
    The U.S. Revolving Credit Agreement provides for a revolving credit facility of up to
$175 million. The total amount of availability under the U.S. Revolving Credit Agreement is
limited to a borrowing base consisting of specified percentages of eligible categories of
assets. The Administrative Agent has certain discretion to determine eligibility and to
establish reserves with respect to the calculation of borrowing base availability.
    
    We may request base rate advances or LIBOR advances. Base rate advances accrue interest
at floating rates equal to the higher of (i) SunTrust Banks prime lending rate or (ii) the
federal funds rate plus 50 basis points. LIBOR advances accrue interest at LIBOR plus an
applicable margin. We are also charged fees for letters of credit which are issued under
the U.S. Revolving Credit Agreement and fees related to the unused portion of the facility.
The applicable margin on LIBOR advances and the letter of credit fees are determined from a
pricing grid which is based on the average unused availability under the U.S. Revolving
Credit Agreement. Interest rate margins on LIBOR advances and standby letter of credit fees
range from 175 basis points to 225 basis points, while the letter of credit fees for trade
letters of credit range from 100 basis points to 150 basis points. Unused line fees are
calculated at a per annum rate of 30 basis points.
    
    Our obligations under the U.S. Revolving Credit Agreement are secured by a first
priority security interest in the Borrowers and the Guarantors accounts receivable (other
than royalty payments in respect of trademark licenses), inventory, investment property
(including the equity interests of certain subsidiaries), general intangibles (other than
trademarks, trade names and related rights), deposit accounts, inter-company obligations,
equipment, goods, documents, contracts, books and records and other personal property.
    
    The U.S. Revolving Credit Agreement contains a financial covenant that applies only if
unused availability under the U.S. Revolving Credit Agreement is less than the greater of
(i) $26.25 million or (ii) 15% of the total revolving commitments for three consecutive
business days. In such case, our fixed charge coverage ratio must not be less than 1.0 to
1.0 for the immediately preceding 12 fiscal months for which financial statements have been
delivered. This financial covenant continues to apply until we have maintained unused
availability under the U.S. Revolving Credit Agreement of more than the greater of (i)
$26.25 million or (ii) 15% of the total revolving commitments for thirty consecutive days.
    
    The U.S. Revolving Credit Agreement contains a number of customary affirmative covenants
regarding, among other things, the delivery of financial and other information to the
Administrative Agent and other lenders, maintenance of records, compliance with law,
maintenance of property, insurance and conduct of business.
    
    The U.S. Revolving Credit Agreement also contains certain negative covenants, including,
among other things, covenants that limit our ability to (i) incur debt, (ii) guaranty
certain obligations, (iii) incur liens, (iv) pay dividends to shareholders or repurchase
shares of our common stock, (v) make investments, (vi) sell assets or stock of
subsidiaries, (vii) acquire assets or businesses, (viii) merge or consolidate with other
companies, or (ix) prepay, retire, repurchase or redeem debt.
    
    The U.S. Revolving Credit Agreement generally is scheduled to mature on August 15, 2013,
unless the Senior Unsecured Notes are not paid or refinanced in full on or prior to
November 16, 2010, in which case the U.S. Revolving Credit Agreement will be due and
payable in December 2010.
  Availability, Restrictions and Covenants
  54




---



##### Table of Contents



55




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##### Table of Contents



Repurchase of Senior Unsecured Notes
  Accelerated Share Repurchase Program
  Dividend Declaration
  56




---



##### Table of Contents



Contractual Obligations
  Payments Due by PeriodLess Than
    
    
    1-3
    
    
    3-5
    
    
    More Than1 year
    
    
    Years
    
    
    Years
    
    
    5 Years
    
    
    Total(In thousands)Contractual ObligationsContractual Obligations
Senior Unsecured Notes
    
    $
    
    
    
    $
    166,805
    
    
    $
    
    
    
    $
    
    
    
    $
    166,805Interest on Senior Unsecured Notes
    
    
    14,804
    
    
    
    22,206
    
    
    
    
    
    
    
    
    
    
    
    37,010U.S. revolving credit facility
and U.K. revolving credit
facility (1)
    
    
    5,083
    
    
    
    
    
    
    
    27,722
    
    
    
    
    
    
    
    32,805Operating leases (2)
    
    
    34,041
    
    
    
    63,102
    
    
    
    54,639
    
    
    
    66,709
    
    
    
    218,491Minimum royalty and advertising
payments pursuant to royalty
agreements
    
    
    4,157
    
    
    
    4,210
    
    
    
    
    
    
    
    
    
    
    
    8,367Letters of credit
    
    
    27,393
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,393Other (3)(4)(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    85,478
    
    
    $
    256,323
    
    
    $
    82,361
    
    
    $
    66,709
    
    
    $
    490,871
 
 
 
 
 
 
  Off Balance Sheet Arrangements
  57




---



##### Table of Contents



CRITICAL ACCOUNTING POLICIES
   Revenue Recognition and Accounts Receivable
    Inventories, net
  58




---



##### Table of Contents



Goodwill, net
    59




---



##### Table of Contents



Intangible Assets, net
    Income Taxes
  60




---



##### Table of Contents



RECENT ACCOUNTING PRONOUNCEMENTS
  SEASONALITY
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Trade Policy Risk
      61




---



##### Table of Contents



Interest Rate Risk
     Foreign Currency Risk
    62




---



##### Table of Contents



Commodity and Inflation Risk
  63




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
 January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007(In thousands, except par amounts)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    3,290
    
    
    $
    14,912
    
    
    $
    36,882Receivables, net
    
    
    78,567
    
    
    
    105,561
    
    
    
    138,035Inventories, net
    
    
    129,159
    
    
    
    158,925
    
    
    
    137,333Prepaid expenses
    
    
    17,273
    
    
    
    18,701
    
    
    
    21,991Total current assets
    
    
    228,289
    
    
    
    298,099
    
    
    
    334,241Property, plant and equipment, net
    
    
    89,026
    
    
    
    92,502
    
    
    
    87,323Goodwill, net
    
    
    
    
    
    
    257,921
    
    
    
    222,430Intangible assets, net
    
    
    135,999
    
    
    
    230,933
    
    
    
    234,081Other non-current assets, net
    
    
    20,180
    
    
    
    30,817
    
    
    
    30,663Total Assets
    
    $
    473,494
    
    
    $
    910,272
    
    
    $
    908,738LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable and other accrued expenses
    
    $
    87,723
    
    
    $
    101,123
    
    
    $
    84,385Accrued compensation
    
    
    14,027
    
    
    
    14,485
    
    
    
    26,254Additional acquisition cost payable
    
    
    
    
    
    
    
    
    
    
    22,575Dividends payable
    
    
    
    
    
    
    2,889
    
    
    
    Income taxes payable
    
    
    
    
    
    
    20
    
    
    
    8,827Short-term debt and current maturities of long-term debt
    
    
    5,083
    
    
    
    37,900
    
    
    
    403Total current liabilities
    
    
    106,833
    
    
    
    156,417
    
    
    
    142,444Long-term debt, less current maturities
    
    
    194,187
    
    
    
    234,414
    
    
    
    199,294Other non-current liabilities
    
    
    47,244
    
    
    
    50,909
    
    
    
    40,947Non-current deferred income taxes
    
    
    32,111
    
    
    
    60,984
    
    
    
    72,000Commitments and contingenciesShareholders Equity:Common stock, $1.00 par value; 60,000 authorized and
15,866 issued and outstanding at January 31, 2009;
16,049 issued and outstanding at February 2, 2008; and
17,843 issued and outstanding at June 1, 2007
    
    
    15,866
    
    
    
    16,049
    
    
    
    17,843Additional paid-in capital
    
    
    88,425
    
    
    
    85,224
    
    
    
    81,611Retained earnings
    
    
    16,433
    
    
    
    293,212
    
    
    
    341,369Accumulated other comprehensive income (loss)
    
    
    (27,605
    )
    
    
    13,063
    
    
    
    13,230Total shareholders equity
    
    
    93,119
    
    
    
    407,548
    
    
    
    454,053Total Liabilities and Shareholders Equity
    
    $
    473,494
    
    
    $
    910,272
    
    
    $
    908,738
  64




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##### Table of Contents



OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 Eight-monthTransitionPeriod EndedFebruary 2,Fiscal 2008
    
    
    2008
    
    
    Fiscal 2007
    
    
    Fiscal 2006(In thousands, except per share amounts)Net sales
    
    $
    947,516
    
    
    $
    695,798
    
    
    $
    1,128,907
    
    
    $
    1,109,116Cost of goods sold
    
    
    551,045
    
    
    
    420,038
    
    
    
    681,147
    
    
    
    677,429Gross profit
    
    
    396,471
    
    
    
    275,760
    
    
    
    447,760
    
    
    
    431,687SG&A
    
    
    358,071
    
    
    
    244,033
    
    
    
    356,970
    
    
    
    339,073Amortization of intangible assets
    
    
    2,903
    
    
    
    3,184
    
    
    
    6,405
    
    
    
    7,642Impairment of goodwill, intangible assets and
joint venture investment
    
    
    314,813
    
    
    
    
    
    
    
    
    
    
    
    675,787
    
    
    
    247,217
    
    
    
    363,375
    
    
    
    346,715Royalties and other operating income
    
    
    17,294
    
    
    
    12,451
    
    
    
    16,462
    
    
    
    13,144Operating income (loss)
    
    
    (262,022
    )
    
    
    40,994
    
    
    
    100,847
    
    
    
    98,116Gain on repurchase of Senior Unsecured Notes
    
    
    7,767
    
    
    
    
    
    
    
    
    
    
    
    Interest expense, net
    
    
    23,702
    
    
    
    15,302
    
    
    
    22,214
    
    
    
    23,971Earnings (loss) before income taxes
    
    
    (277,957
    )
    
    
    25,692
    
    
    
    78,633
    
    
    
    74,145Income taxes (benefit)
    
    
    (12,145
    )
    
    
    6,477
    
    
    
    26,313
    
    
    
    22,944Net earnings (loss) from continuing operations
    
    
    (265,812
    )
    
    
    19,215
    
    
    
    52,320
    
    
    
    51,201Earnings (loss) from discontinued operations,
net of taxes
    
    
    
    
    
    
    
    
    
    
    (183
    )
    
    
    19,270Net earnings (loss)
    
    $
    (265,812
    )
    
    $
    19,215
    
    
    $
    52,137
    
    
    $
    70,471Net earnings (loss) from continuing
operations per common share:Basic
    
    $
    (17.00
    )
    
    $
    1.12
    
    
    $
    2.96
    
    
    $
    2.93Diluted
    
    $
    (17.00
    )
    
    $
    1.11
    
    
    $
    2.93
    
    
    $
    2.88Earnings (loss) from discontinued operations
per common share:Basic
    
    $
    
    
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    1.10Diluted
    
    $
    
    
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    1.08Net earnings (loss) per common share:Basic
    
    $
    (17.00
    )
    
    $
    1.12
    
    
    $
    2.95
    
    
    $
    4.03Diluted
    
    $
    (17.00
    )
    
    $
    1.11
    
    
    $
    2.92
    
    
    $
    3.96Weighted average common shares outstanding:Basic
    
    
    15,637
    
    
    
    17,227
    
    
    
    17,673
    
    
    
    17,492Dilution
    
    
    
    
    
    
    131
    
    
    
    208
    
    
    
    289Diluted
    
    
    15,637
    
    
    
    17,358
    
    
    
    17,881
    
    
    
    17,781Dividends declared per common share
    
    $
    0.72
    
    
    $
    0.54
    
    
    $
    0.66
    
    
    $
    0.57
  65




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OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon
    
    
    Paid-In
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    Total(In thousands)Balance, June 3, 2005
    
    $
    16,884
    
    
    $
    45,918
    
    
    $
    240,401
    
    
    $
    298
    
    
    $
    303,501Comprehensive income:Net earnings and other comprehensive income
    
    
    
    
    
    
    
    
    
    
    70,471
    
    
    
    4,972
    
    
    
    75,443Shares issued under stock plans, net of tax
benefit of $2.2 million
    
    
    277
    
    
    
    5,889
    
    
    
    
    
    
    
    
    
    
    
    6,166Compensation expense for stock awards
    
    
    
    
    
    
    3,231
    
    
    
    
    
    
    
    
    
    
    
    3,231Stock issued for acquisition
    
    
    485
    
    
    
    19,774
    
    
    
    
    
    
    
    
    
    
    
    20,259Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    (9,899
    )
    
    
    
    
    
    
    (9,899
    )Balance, June 2, 2006
    
    $
    17,646
    
    
    $
    74,812
    
    
    $
    300,973
    
    
    $
    5,270
    
    
    $
    398,701Comprehensive income:Net earnings and other comprehensive income
    
    
    
    
    
    
    
    
    
    
    52,137
    
    
    
    7,960
    
    
    
    60,097Shares issued under stock plans, net of tax
benefit of $1.1 million
    
    
    197
    
    
    
    4,398
    
    
    
    
    
    
    
    
    
    
    
    4,595Compensation expense for stock awards
    
    
    
    
    
    
    2,401
    
    
    
    
    
    
    
    
    
    
    
    2,401Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    (11,741
    )
    
    
    
    
    
    
    (11,741
    )Balance, June 1, 2007
    
    $
    17,843
    
    
    $
    81,611
    
    
    $
    341,369
    
    
    $
    13,230
    
    
    $
    454,053Comprehensive income:Net earnings and other comprehensive
income (loss)
    
    
    
    
    
    
    
    
    
    
    19,215
    
    
    
    (167
    )
    
    
    19,048Shares issued under stock plans, net of tax
benefit of $0.3 million
    
    
    144
    
    
    
    2,437
    
    
    
    
    
    
    
    
    
    
    
    2,581Compensation expense for stock awards
    
    
    
    
    
    
    1,176
    
    
    
    
    
    
    
    
    
    
    
    1,176Repurchase of common stock
    
    
    (1,938
    )
    
    
    
    
    
    
    (58,120
    )
    
    
    
    
    
    
    (60,058
    )Adoption of new accounting standards
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    
    
    
    
    91Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    (9,343
    )
    
    
    
    
    
    
    (9,343
    )Balance, February 2, 2008
    
    $
    16,049
    
    
    $
    85,224
    
    
    $
    293,212
    
    
    $
    13,063
    
    
    $
    407,548Comprehensive income:Net loss and other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    (265,812
    )
    
    
    (40,668
    )
    
    
    (306,480
    )Shares issued under stock plans, net of tax
provision of $0.3 million
    
    
    375
    
    
    
    (284
    )
    
    
    
    
    
    
    
    
    
    
    91Compensation expense for stock awards
    
    
    
    
    
    
    3,485
    
    
    
    
    
    
    
    
    
    
    
    3,485Repurchase of common stock
    
    
    (558
    )
    
    
    
    
    
    
    558
    
    
    
    
    
    
    
    Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    (11,525
    )
    
    
    
    
    
    
    (11,525
    )Balance, January 31, 2009
    
    $
    15,866
    
    
    $
    88,425
    
    
    $
    16,433
    
    
    $
    (27,605
    )
    
    $
    93,119
  66




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OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Eight-monthTransitionPeriod EndedFebruary 2,Fiscal 2008
    
    
    2008
    
    
    Fiscal 2007
    
    
    Fiscal 2006(In thousands)Cash Flows From Operating Activities:Net earnings (loss) from continuing operations
    
    $
    (265,812
    )
    
    $
    19,215
    
    
    $
    52,320
    
    
    $
    51,201Adjustments to reconcile net earnings (loss) from
continuing operations to net cash provided by operating
activities:Depreciation
    
    
    21,953
    
    
    
    12,839
    
    
    
    16,720
    
    
    
    15,092Amortization of intangible assets
    
    
    2,903
    
    
    
    3,184
    
    
    
    6,405
    
    
    
    7,642Impairment of goodwill, intangible assets and joint
venture investment
    
    
    314,813
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred financing costs and bond discount
    
    
    2,921
    
    
    
    1,710
    
    
    
    2,465
    
    
    
    2,462Gain on repurchase of Senior Unsecured Notes
    
    
    (7,767
    )
    
    
    
    
    
    
    
    
    
    
    Stock compensation expense
    
    
    3,485
    
    
    
    1,176
    
    
    
    2,401
    
    
    
    1,292Loss (gain) on sale of property, plant and equipment
    
    
    415
    
    
    
    592
    
    
    
    (1,325
    )
    
    
    248Equity method investment (income) loss
    
    
    (1,273
    )
    
    
    (1,050
    )
    
    
    (1,187
    )
    
    
    475Deferred income taxes
    
    
    (22,630
    )
    
    
    (4,933
    )
    
    
    (5,962
    )
    
    
    (2,847
    )Stock option income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,189Changes in working capital:Receivables
    
    
    21,864
    
    
    
    33,649
    
    
    
    8,075
    
    
    
    3,689Inventories
    
    
    24,025
    
    
    
    (21,696
    )
    
    
    (12,809
    )
    
    
    22,751Prepaid expenses
    
    
    1,325
    
    
    
    1,180
    
    
    
    (1,687
    )
    
    
    (119
    )Current liabilities
    
    
    (9,455
    )
    
    
    (6,494
    )
    
    
    (17,079
    )
    
    
    (27,716
    )Other non-current assets
    
    
    6,100
    
    
    
    (616
    )
    
    
    340
    
    
    
    (1,801
    )Other non-current liabilities
    
    
    (2,504
    )
    
    
    5,381
    
    
    
    10,929
    
    
    
    6,397Net cash provided by operating activities
    
    
    90,363
    
    
    
    44,137
    
    
    
    59,606
    
    
    
    80,955Cash Flows From Investing Activities:Acquisitions, net of cash acquired, and investments in
unconsolidated entities
    
    
    (779
    )
    
    
    (56,196
    )
    
    
    (22,651
    )
    
    
    (11,932
    )Distributions from unconsolidated entities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,026Purchases of property, plant and equipment
    
    
    (20,735
    )
    
    
    (21,097
    )
    
    
    (31,312
    )
    
    
    (24,953
    )Proceeds from sale of property, plant and equipment
    
    
    275
    
    
    
    2,475
    
    
    
    2,496
    
    
    
    265Net cash used in investing activities
    
    
    (21,239
    )
    
    
    (74,818
    )
    
    
    (51,467
    )
    
    
    (34,594
    )Cash Flows From Financing Activities:Repayment of financing arrangements
    
    
    (373,088
    )
    
    
    (147,661
    )
    
    
    (190,349
    )
    
    
    (461,326
    )Proceeds from financing arrangements
    
    
    334,344
    
    
    
    220,554
    
    
    
    189,315
    
    
    
    368,883Repurchase of Senior Unsecured Notes
    
    
    (24,971
    )
    
    
    
    
    
    
    
    
    
    
    Deferred financing costs paid
    
    
    (1,664
    )
    
    
    
    
    
    
    
    
    
    
    Repurchase of common stock
    
    
    
    
    
    
    (60,058
    )
    
    
    
    
    
    
    Proceeds from issuance of common stock
    
    
    91
    
    
    
    2,581
    
    
    
    4,595
    
    
    
    3,976Dividends on common stock
    
    
    (14,414
    )
    
    
    (6,454
    )
    
    
    (14,387
    )
    
    
    (9,531
    )Net cash provided by (used in) financing activities
    
    
    (79,702
    )
    
    
    8,962
    
    
    
    (10,826
    )
    
    
    (97,998
    )Cash Flows From Discontinued Operations:Net operating cash flows provided by discontinued operations
    
    
    
    
    
    
    
    
    
    
    28,316
    
    
    
    20,417Net investing cash flows provided by (used in) discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,403Net cash provided by discontinued operations
    
    
    
    
    
    
    
    
    
    
    28,316
    
    
    
    55,820Net change in cash and cash equivalents
    
    
    (10,578
    )
    
    
    (21,719
    )
    
    
    25,629
    
    
    
    4,183Effect of foreign currency translation on cash and cash
equivalents
    
    
    (1,044
    )
    
    
    (251
    )
    
    
    774
    
    
    
    (203
    )Cash and cash equivalents at the beginning of year
    
    
    14,912
    
    
    
    36,882
    
    
    
    10,479
    
    
    
    6,499Cash and cash equivalents at the end of year
    
    $
    3,290
    
    
    $
    14,912
    
    
    $
    36,882
    
    
    $
    10,479Supplemental disclosure of non-cash investing and financing
activities:Accrual for additional acquisition cost
    
    $
    
    
    
    $
    
    
    
    $
    22,575
    
    
    $
    11,897Supplemental disclosure of cash flow information:Cash paid for interest, net
    
    $
    21,900
    
    
    $
    11,318
    
    
    $
    20,968
    
    
    $
    26,250Cash paid for income taxes
    
    $
    11,241
    
    
    $
    17,589
    
    
    $
    29,336
    
    
    $
    38,509
  67




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OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJanuary 31, 2009
 Note 1. Summary of Significant Accounting Policies
 Principal Business Activity
   Fiscal Year
  Fiscal 2009
    
    
    52
    
    
    weeks ending January 30, 2010Fiscal 2008
    
    
    52
    
    
    weeks ended January 31, 2009Eight-month transition period ended February 2, 2008
    
    
    35
    
    
    weeks and one day ended February 2, 2008Fiscal 2007
    
    
    52
    
    
    weeks ended June 1, 2007Eight months ended February 2, 2007
    
    
    35
    
    
    weeks ended February 2, 2007Fiscal 2006
    
    
    52
    
    
    weeks ended June 2, 2006
  Eight-monthTransition
    
    
    Eight MonthsPeriod Ended
    
    
    EndedFebruary 2,
    
    
    February 2,2008
    
    
    2007(Unaudited)Net sales
    
    $
    695,798
    
    
    $
    739,489Cost of goods sold
    
    
    420,038
    
    
    
    453,794Gross profit
    
    
    275,760
    
    
    
    285,695SG&A
    
    
    244,033
    
    
    
    234,951Amortization of intangible assets
    
    
    3,184
    
    
    
    4,198247,217
    
    
    
    239,149Royalties and other operating income
    
    
    12,451
    
    
    
    9,637Operating income
    
    
    40,994
    
    
    
    56,183Interest expense, net
    
    
    15,302
    
    
    
    15,169Earnings before income taxes
    
    
    25,692
    
    
    
    41,014Income taxes
    
    
    6,477
    
    
    
    14,892Net earnings from continuing operations
    
    $
    19,215
    
    
    $
    26,122
 68




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##### Table of Contents



Principles of Consolidation
     Revenue Recognition and Accounts Receivable
  69




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##### Table of Contents



Cost of Goods Sold
   70




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##### Table of Contents



SG&A
     Cash and Cash Equivalents
  Inventories, net
  71




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##### Table of Contents



Property, Plant and Equipment, net
  Buildings and improvements
    
    7  50 yearsMachinery and equipment
    
    2  15 yearsLeasehold improvements
    
    Lesser of remaining life of the asset or lease term
   Goodwill, net
   72




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##### Table of Contents



Intangible Assets, net
    73




---



##### Table of Contents



Prepaid Expenses and Other Non-Current Assets, net
  Deferred Financing Costs
  Deferred Compensation
   74




---



##### Table of Contents



Trade Accounts Payable, Accrued Compensation and Other Accrued Expenses
   Other Non-current Liabilities
   Leases
    75




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##### Table of Contents



Dividends
  Other
Comprehensive Income (Loss)
  Foreign Currency Translation
  Forward Foreign Exchange Contracts
  Fair Value of Financial Instruments
  76




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##### Table of Contents




    
    Level 1  Quoted prices in active markets for identical assets or liabilities.
    
    Level 2  Observable inputs other than quoted prices included in Level 1, such as quoted
prices for similar assets and liabilities in active markets; quoted prices for identical or
similar assets and liabilities in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data.
    
    Level 3  Unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or liabilities, which includes certain
pricing models, discounted cash flow methodologies and similar techniques that use
significant unobservable inputs.
   Concentration of Credit Risk and Significant Customers
  77




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##### Table of Contents



Income Taxes
      78




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##### Table of Contents



Discontinued Operations
      Stock-Based Compensation
  79




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##### Table of Contents



Fiscal 2006Net earnings from continuing operations, as reported
    
    $
    51,201Add: Total stock-based employee compensation expense recognized in
continuing operations as determined under intrinsic value method for all
awards, net of related tax effects
    
    
    843Deduct: Total stock-based employee compensation expense to be recognized in
continuing operations determined under fair-value-based method for all
awards, net of related tax effects
    
    
    (1,520
    )Pro forma net earnings from continuing operations
    
    $
    50,524Basic net earnings from continuing operations per common share as reported
    
    $
    2.93Pro forma basic net earnings from continuing operations per common share
    
    $
    2.89Diluted net earnings from continuing operations per common share as reported
    
    $
    2.88Pro forma diluted net earnings from continuing operations per common share
    
    $
    2.85Net earnings as reported
    
    $
    70,471Add: Total stock-based employee compensation expense recognized in net
earnings as determined under intrinsic value method for all awards, net of
related tax effects
    
    
    2,079Deduct: Total stock-based employee compensation expense to be recognized in
net earnings determined under fair-value-based method for all awards, net
of related tax effects
    
    
    (2,854
    )Pro forma net earnings
    
    $
    69,696Basic net earnings per common share as reported
    
    $
    4.03Pro forma basic net earnings per common share
    
    $
    3.98Diluted net earnings per common share as reported
    
    $
    3.96Pro forma diluted net earnings per common share
    
    $
    3.93
 80




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##### Table of Contents



Earnings (Loss) Per Share
   Seasonality
  Use of Estimates
  81




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##### Table of Contents



Recent Accounting Pronouncements
    Note 2.  Inventories
  January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007Finished goods
    
    $
    146,200
    
    
    $
    171,685
    
    
    $
    139,087Work in process
    
    
    6,440
    
    
    
    10,142
    
    
    
    12,031Fabric, trim and supplies
    
    
    8,917
    
    
    
    16,912
    
    
    
    25,498LIFO reserve
    
    
    (32,398
    )
    
    
    (39,814
    )
    
    
    (39,283
    )Total inventory
    
    $
    129,159
    
    
    $
    158,925
    
    
    $
    137,333
  82




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##### Table of Contents



Note 3.  Property, Plant and Equipment, Net
  January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007Land
    
    $
    700
    
    
    $
    740
    
    
    $
    2,021Buildings
    
    
    24,039
    
    
    
    24,959
    
    
    
    26,717Machinery and equipment
    
    
    78,124
    
    
    
    73,891
    
    
    
    70,445Leasehold improvements
    
    
    100,663
    
    
    
    92,886
    
    
    
    79,948Subtotal
    
    
    203,526
    
    
    
    192,476
    
    
    
    179,131Less accumulated depreciation and amortization
    
    
    (114,500
    )
    
    
    (99,974
    )
    
    
    (91,808
    )Total property, plant and equipment, net
    
    $
    89,026
    
    
    $
    92,502
    
    
    $
    87,323
 Note 4.  Goodwill and Intangible Assets
  January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007Intangible assets with finite lives:Gross carrying amount:License agreements
    
    $
    17,733
    
    
    $
    21,282
    
    
    $
    21,309Customer relationships
    
    
    18,908
    
    
    
    19,757
    
    
    
    19,757Trademarks
    
    
    4,510
    
    
    
    4,827
    
    
    
    4,827Subtotal
    
    
    41,151
    
    
    
    45,866
    
    
    
    45,893Accumulated amortization:License agreements
    
    
    (17,664
    )
    
    
    (18,354
    )
    
    
    (16,617
    )Customer relationships
    
    
    (14,613
    )
    
    
    (13,566
    )
    
    
    (12,384
    )Trademarks
    
    
    (3,774
    )
    
    
    (351
    )
    
    
    (149
    )Subtotal
    
    
    (36,051
    )
    
    
    (32,271
    )
    
    
    (29,150
    )Total intangible assets with finite lives, net
    
    
    5,100
    
    
    
    13,595
    
    
    
    16,743Intangible assets with indefinite lives:Trademarks
    
    
    130,899
    
    
    
    217,338
    
    
    
    217,338Total intangible assets, net
    
    $
    135,999
    
    
    $
    230,933
    
    
    $
    234,081
   83




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##### Table of Contents



Balance, June 3, 2005
    
    $
    184,571Tommy Bahama acquisition fiscal 2006 earn-out
    
    
    12,258Other
    
    
    2,403Balance, June 2, 2006
    
    
    199,232Tommy Bahama acquisition fiscal 2007 earn-out and cumulative earn-out
    
    
    22,264Other
    
    
    934Balance, June 1, 2007
    
    
    222,430Acquisition of Tommy Bahamas buying agent
    
    
    35,491Balance, February 2, 2008
    
    $
    257,921Impairment of Tommy Bahama goodwill
    
    
    (204,459
    )Impairment of Ben Sherman goodwill
    
    
    (37,695
    )Impairment of Ely & Walker goodwill
    
    
    (1,847
    )Impact of foreign currency exchange rate change prior to impairment of goodwill
    
    
    (13,920
    )Balance, January 31, 2009
    
    $
    
   84




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##### Table of Contents



Note 5.  Debt
  January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007$175 million U.S. Secured Revolving Credit Facility
(U.S. Revolving Credit Agreement), which is limited
to a borrowing base consisting of specified percentages
of eligible categories of assets, accrues interest
(3.25% at January 31, 2009), unused line fees and
letter of credit fees based upon a pricing grid which
is tied to average unused availability, requires
interest payments monthly with principal due at
maturity (August 2013) and is secured by a first
priority security interest in the accounts receivable
(other than royalty payments in respect of trademark
licenses), inventory, investment property (including
the equity interests of certain subsidiaries), general
intangibles (other than trademarks, trade names and
related rights), deposit accounts, intercompany
obligations, equipment, goods, documents, contracts,
books and records and other personal property of Oxford
Industries, Inc. and its consolidated domestic
subsidiaries (1)(2)(3)
    
    $
    27,722
    
    
    $
    
    
    
    $
    $280 million U.S. Secured Revolving Credit Facility
(Prior Credit Agreement), which accrued interest,
unused line fees and letter of credit fees based upon a
pricing grid which tied to certain debt ratios,
required interest payments monthly with principal due
at maturity and was collateralized by substantially all
of the assets of Oxford Industries, Inc. and its
domestic subsidiaries (1)
    
    $
    
    
    
    $
    72,900
    
    
    $
    £12 million Senior Secured Revolving Credit Facility
(U.K. Revolving Credit Agreement), which accrues
interest at the banks base rate plus 1.35% (2.85% at
January 31, 2009), requires interest payments monthly
with principal payable on demand and is collateralized
by substantially all of the United Kingdom assets of
Ben Sherman
    
    
    5,083
    
    
    
    
    
    
    
    Senior Unsecured Notes (Senior Unsecured Notes),
which accrue interest at 8.875% (effective interest
rate of 9.0%) and require interest payments
semi-annually on June 1 and December 1 of each year,
require payment of principal at maturity (June 2011),
are subject to certain prepayment penalties as
discussed below and are guaranteed by certain of our
domestic subsidiaries
    
    
    166,805
    
    
    
    200,000
    
    
    
    200,000Other debt
    
    
    
    
    
    
    
    
    
    
    403Unamortized discount on Senior Unsecured Notes
    
    
    (340
    )
    
    
    (586
    )
    
    
    (706
    )Total debt
    
    
    199,270
    
    
    
    272,314
    
    
    
    199,697Short-term debt and current maturities of long-term debt
    
    
    (5,083
    )
    
    
    (37,900
    )
    
    
    (403
    )Long-term debt, less current maturities
    
    $
    194,187
    
    
    $
    234,414
    
    
    $
    199,294
  (1)
    
    On August 15, 2008, we entered into the U.S. Revolving Credit Agreement by amending and
restating the Prior Credit Agreement. As a result of amending and restating the Prior Credit
Agreement, we wrote off approximately $0.9 million of unamortized financing costs incurred in
connection with the Prior Credit Agreement.(2)
    
    The $27.7 million outstanding under the U.S. Revolving Credit Agreement at January 31, 2009 was
classified as long-term debt as this amount represents the minimum amount we anticipate to be
outstanding under the U.S. Revolving Credit Agreement during fiscal 2009.(3)
    
    The U.S. Revolving Credit Agreement generally is scheduled to mature on August 15, 2013, unless
the Senior Unsecured Notes are not paid or refinanced in full on or prior to November 16, 2010, in
which case the U.S. Revolving Credit Agreement will be due and payable in December 2010.  85




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##### Table of Contents



Senior Unsecured Notes
   Covenants and Other Restrictions
     86




---



##### Table of Contents



Note 6.  Commitments and Contingencies
    Note 7.  Shareholders Equity
 Accelerated Share Repurchase Program
  Long-Term Stock Incentive Plan
  87




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##### Table of Contents



Eight-monthTransitionPeriodEndedFiscal
    
    February
    
    Fiscal
    
    Fiscal2008
    
    2, 2008
    
    2007
    
    2006Restricted stock outstanding at beginning of fiscal period
    
    
    72,864
    
    
    
    88,910
    
    
    
    67,125
    
    
    
    Restricted stock issued
    
    
    346,975
    
    
    
    
    
    
    
    40,440
    
    
    
    72,225Restricted stock vested, including restricted stock
repurchased from employee for employees tax liability
    
    
    (48,182
    )
    
    
    (12,460
    )
    
    
    (13,536
    )
    
    
    (4,725
    )Restricted stock forfeited
    
    
    (18,000
    )
    
    
    (3,586
    )
    
    
    (5,119
    )
    
    
    (375
    )Restricted stock outstanding at end of fiscal period
    
    
    353,657
    
    
    
    72,864
    
    
    
    88,910
    
    
    
    67,125
    Number
    
    Average Marketof
    
    Price on
    
    VestingRestricted Stock Grant
    
    Shares
    
    Date of Grant
    
    DateFiscal 2006 Performance Awards
    
    
    25,157
    
    
    $
    42
    
    
    June 2009March 2008 Restricted Stock Award Grant
    
    
    315,000
    
    
    $
    23
    
    
    March 2011Other Restricted Stock Awards
    
    
    13,500
    
    
    $
    26
    
    
    Various353,657
 88




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##### Table of Contents



Eight-monthTransition PeriodFiscal
    
    
    Ended February 2,
    
    
    Fiscal
    
    
    Fiscal2008
    
    
    2008
    
    
    2007
    
    
    2006Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceStock options
outstanding, beginning
of fiscal period
    
    
    231,865
    
    
    $
    25
    
    
    
    364,950
    
    
    $
    22
    
    
    
    533,180
    
    
    $
    22
    
    
    
    763,380
    
    
    $
    21Stock options exercised
    
    
    (8,240
    )
    
    
    19
    
    
    
    (122,685
    )
    
    
    15
    
    
    
    (137,290
    )
    
    
    20
    
    
    
    (179,260
    )
    
    
    17Stock options forfeited
    
    
    (20,380
    )
    
    
    28
    
    
    
    (10,400
    )
    
    
    28
    
    
    
    (30,940
    )
    
    
    28
    
    
    
    (50,940
    )
    
    
    25Stock options
outstanding, end of
fiscal period
    
    
    203,245
    
    
    $
    25
    
    
    
    231,865
    
    
    $
    25
    
    
    
    364,950
    
    
    $
    22
    
    
    
    533,180
    
    
    $
    22Stock options
exercisable, end of
fiscal period
    
    
    203,245
    
    
    
    
    
    
    
    181,865
    
    
    
    
    
    
    
    216,350
    
    
    
    
    
    
    
    218,460
   Number of
    
    Exercise
    
    Grant-Date
    
    NumberDate of Option Grant
    
    Shares
    
    Price
    
    Fair Value
    
    Exercisable
    
    Expiration DateJuly 12, 1999
    
    
    3,800
    
    
    
    13.94
    
    
    
    4.70
    
    
    
    3,800
    
    
    July 12, 2009July 10, 2000
    
    
    2,200
    
    
    
    8.63
    
    
    
    2.03
    
    
    
    2,200
    
    
    July 10, 2010July 16, 2001
    
    
    11,895
    
    
    
    10.73
    
    
    
    3.18
    
    
    
    11,895
    
    
    July 16, 2011July 15, 2002
    
    
    35,580
    
    
    
    11.73
    
    
    
    3.25
    
    
    
    35,580
    
    
    July 15, 2012August 18, 2003
    
    
    77,920
    
    
    
    26.44
    
    
    
    11.57
    
    
    
    77,920
    
    
    Aug. 18, 2013December 16, 2003
    
    
    71,850
    
    
    
    32.75
    
    
    
    14.17
    
    
    
    71,850
    
    
    Dec. 16, 2013203,245
    
    
    
    
    
    
    
    
    
    
    
    203,245
 Employee Stock Purchase Plan
  Preferred Stock
  89




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##### Table of Contents



Note 8.  Income Taxes
  Eight-monthTransitionPeriodEndedFiscal
    
    
    February 2,
    
    
    Fiscal
    
    
    Fiscal2008
    
    
    2008
    
    
    2007
    
    
    2006Current:Federal
    
    $
    8,576
    
    
    $
    8,374
    
    
    $
    25,514
    
    
    $
    18,551State
    
    
    1,063
    
    
    
    943
    
    
    
    2,537
    
    
    
    2,560Foreign
    
    
    846
    
    
    
    2,093
    
    
    
    2,593
    
    
    
    4,68010,485
    
    
    
    11,410
    
    
    
    30,644
    
    
    
    25,791Adjustment for enacted tax rate changes
    
    
    
    
    
    
    (1,891
    )
    
    
    
    
    
    
    Deferred
 Federal and State
    
    
    (9,512
    )
    
    
    (2,641
    )
    
    
    (1,343
    )
    
    
    (3,616
    )Deferred  Foreign
    
    
    (13,118
    )
    
    
    (401
    )
    
    
    (2,988
    )
    
    
    769Income Taxes
    
    $
    (12,145
    )
    
    $
    6,477
    
    
    $
    26,313
    
    
    $
    22,944
  Eight-monthTransitionPeriodEndedFiscal
    
    February 2,
    
    Fiscal
    
    Fiscal2008
    
    2008
    
    2007
    
    2006Statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes  net of federal income tax benefit
    
    
    (0.1
    )%
    
    
    2.3
    %
    
    
    2.0
    %
    
    
    1.8
    %Impact of foreign earnings (loss) (1)
    
    
    1.2
    %
    
    
    (7.0
    )%
    
    
    (2.4
    )%
    
    
    (1.5
    )%Impact of APB 23 assertion (2)
    
    
    
    
    
    
    
    
    
    
    (4.5
    )%
    
    
    Section 965 repatriation (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.0
    )%Change in contingency reserve
    
    
    0.2
    %
    
    
    
    
    
    
    0.9
    %
    
    
    (1.0
    )%Other adjustment (4)
    
    
    
    
    
    
    
    
    
    
    2.1
    %
    
    
    Impact of enacted tax rate changes
    
    
    
    
    
    
    (7.4
    )%
    
    
    
    
    
    
    Impact of non-deductible goodwill impairment (5)
    
    
    (31.5
    )%
    
    
    
    
    
    
    
    
    
    
    Other, net
    
    
    (0.4
    )%
    
    
    2.3
    %
    
    
    0.4
    %
    
    
    0.6
    %Effective rate for continuing operations
    
    
    4.4
    %
    
    
    25.2
    %
    
    
    33.5
    %
    
    
    30.9
    %
 
 (1)
    
    The percentage in the eight-month transition period ended February 2, 2008 is higher than
normal due to the change in the amortization amount of goodwill being proportional to the change in
the calendar, but the change in our earnings (loss) before income taxes was not proportional to the
change in the calendar.(2)
    
    In accordance with Accounting Principles Board Opinion No. 23 Accounting for Income
Taxes - Special Areas (APB 23), we made the determination in the fourth quarter of fiscal 2007
that our original investment in the Ben Sherman U.K. subsidiary is considered to be indefinitely
reinvested and, accordingly, recorded an income tax benefit to reverse the deferred tax liability
previously recorded related to the excess of book over tax basis. In the fourth quarter of fiscal
2008, we determined that our investment in a Hong Kong entity which we acquired on February 1, 2008
is considered to be indefinitely reinvested. The tax basis of both entities exceeds the book basis
as of January 31, 2009. 90




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January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007Deferred Tax Assets:Inventories
    
    $
    409
    
    
    $
    1,044
    
    
    $
    1,327Accrued compensation and benefits
    
    
    5,890
    
    
    
    7,527
    
    
    
    8,438Allowance for doubtful accounts
    
    
    619
    
    
    
    190
    
    
    
    334Depreciation and amortization
    
    
    10,030
    
    
    
    8,855
    
    
    
    7,317Non-current liabilities
    
    
    1,660
    
    
    
    1,723
    
    
    
    1,740Deferred rent and lease obligations
    
    
    1,165
    
    
    
    1,507
    
    
    
    1,379Other, net
    
    
    3,665
    
    
    
    2,657
    
    
    
    2,616Deferred tax assets
    
    
    23,438
    
    
    
    23,503
    
    
    
    23,151Deferred Tax Liabilities:Acquired intangible assets
    
    
    46,438
    
    
    
    76,815
    
    
    
    79,525Foreign
    
    
    1,470
    
    
    
    1,326
    
    
    
    3,728Other, net
    
    
    1,212
    
    
    
    614
    
    
    
    4,008Deferred tax liabilities
    
    
    49,120
    
    
    
    78,755
    
    
    
    87,261Net deferred tax liability
    
    $
    (25,682
    )
    
    $
    (55,252
    )
    
    $
    (64,110
    )
   91




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##### Table of Contents



Eight-monthtransitionperiodendedFiscal
    
    
    February2008
    
    
    2, 2008Balance at beginning of period
    
    $
    5,082
    
    
    $
    5,271Additions for current year tax positions
    
    
    29
    
    
    
    60Expiration of the statute of limitation for the assessment of taxes
    
    
    (362
    )
    
    
    (4
    )Additions for tax positions of prior year
    
    
    133
    
    
    
    815Reductions for tax positions of prior year
    
    
    (324
    )
    
    
    (677
    )Settlements
    
    
    
    
    
    
    (383
    )Balance at end of period
    
    
    4,558
    
    
    
    5,082
  Note 9. Defined Contribution Plans
   Note 10. Operating Groups
   92




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##### Table of Contents



Eight-monthTransitionPeriod EndedFiscal
    
    
    February 2,
    
    
    Fiscal
    
    
    Fiscal2008
    
    
    2008
    
    
    2007
    
    
    2006Net SalesTommy Bahama
    
    $
    421,687
    
    
    $
    284,611
    
    
    $
    465,121
    
    
    $
    409,141Ben Sherman
    
    
    133,522
    
    
    
    101,578
    
    
    
    156,773
    
    
    
    166,606Lanier Clothes
    
    
    135,581
    
    
    
    107,457
    
    
    
    165,159
    
    
    
    180,411Oxford Apparel
    
    
    257,125
    
    
    
    201,301
    
    
    
    339,309
    
    
    
    352,932Corporate and Other
    
    
    (399
    )
    
    
    851
    
    
    
    2,545
    
    
    
    26Total
    
    $
    947,516
    
    
    $
    695,798
    
    
    $
    1,128,907
    
    
    $
    1,109,116
 93




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##### Table of Contents



Eight-monthTransitionPeriod EndedFiscal
    
    
    February 2,
    
    
    Fiscal
    
    
    Fiscal2008
    
    
    2008
    
    
    2007
    
    
    2006DepreciationTommy Bahama
    
    $
    16,667
    
    
    $
    9,314
    
    
    $
    12,036
    
    
    $
    10,633Ben Sherman
    
    
    2,367
    
    
    
    1,848
    
    
    
    2,203
    
    
    
    1,462Lanier Clothes
    
    
    884
    
    
    
    540
    
    
    
    878
    
    
    
    1,193Oxford Apparel
    
    
    1,767
    
    
    
    890
    
    
    
    1,175
    
    
    
    1,396Corporate and Other
    
    
    268
    
    
    
    247
    
    
    
    428
    
    
    
    408Total
    
    $
    21,953
    
    
    $
    12,839
    
    
    $
    16,720
    
    
    $
    15,092Amortization of Intangible AssetsTommy Bahama
    
    $
    1,418
    
    
    $
    1,445
    
    
    $
    2,975
    
    
    $
    4,170Ben Sherman
    
    
    1,322
    
    
    
    1,548
    
    
    
    3,267
    
    
    
    3,433Lanier Clothes
    
    
    60
    
    
    
    80
    
    
    
    60
    
    
    
    Oxford Apparel
    
    
    103
    
    
    
    111
    
    
    
    103
    
    
    
    39Total
    
    $
    2,903
    
    
    $
    3,184
    
    
    $
    6,405
    
    
    $
    7,642Impairment of Goodwill, Intangible Assets
and Investment in Joint VentureTommy Bahama
    
    $
    221,559
    
    
    $
    
    
    
    $
    
    
    
    $
    Ben Sherman
    
    
    83,766
    
    
    
    
    
    
    
    
    
    
    
    Lanier Clothes
    
    
    2,207
    
    
    
    
    
    
    
    
    
    
    
    Oxford Apparel
    
    
    7,281
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    314,813
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating Income (Loss)Tommy Bahama
    
    $
    (173,448
    )
    
    $
    38,041
    
    
    $
    81,533
    
    
    $
    71,522Ben Sherman
    
    
    (84,988
    )
    
    
    4,147
    
    
    
    8,372
    
    
    
    10,329Lanier Clothes
    
    
    (8,283
    )
    
    
    315
    
    
    
    4,238
    
    
    
    17,422Oxford Apparel
    
    
    11,627
    
    
    
    12,001
    
    
    
    22,749
    
    
    
    14,556Corporate and Other
    
    
    (6,930
    )
    
    
    (13,510
    )
    
    
    (16,045
    )
    
    
    (15,713
    )Total Operating Income (Loss)
    
    
    (262,022
    )
    
    
    40,994
    
    
    
    100,847
    
    
    
    98,116Gain on repurchase of Senior Unsecured Notes
    
    
    7,767
    
    
    
    
    
    
    
    
    
    
    
    Interest expense, net
    
    
    23,702
    
    
    
    15,302
    
    
    
    22,214
    
    
    
    23,971Earnings (Loss) Before Income Taxes
    
    $
    (277,957
    )
    
    $
    25,692
    
    
    $
    78,633
    
    
    $
    74,145Purchases of Property, Plant and EquipmentTommy Bahama
    
    $
    15,020
    
    
    $
    18,193
    
    
    $
    26,790
    
    
    $
    16,904Ben Sherman
    
    
    1,836
    
    
    
    2,510
    
    
    
    3,837
    
    
    
    4,275Lanier Clothes
    
    
    186
    
    
    
    107
    
    
    
    287
    
    
    
    228Oxford Apparel
    
    
    873
    
    
    
    108
    
    
    
    184
    
    
    
    2,630Corporate and Other
    
    
    2,820
    
    
    
    179
    
    
    
    214
    
    
    
    916Total
    
    $
    20,735
    
    
    $
    21,097
    
    
    $
    31,312
    
    
    $
    24,953
 94




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##### Table of Contents



January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007AssetsTommy Bahama
    
    $
    283,427
    
    
    $
    519,291
    
    
    $
    469,414Ben Sherman
    
    
    74,114
    
    
    
    208,829
    
    
    
    223,779Lanier Clothes
    
    
    49,988
    
    
    
    83,208
    
    
    
    95,184Oxford Apparel
    
    
    72,731
    
    
    
    102,253
    
    
    
    96,627Corporate and Other
    
    
    (6,766
    )
    
    
    (3,309
    )
    
    
    23,734Total
    
    $
    473,494
    
    
    $
    910,272
    
    
    $
    908,738GoodwillTommy Bahama
    
    $
    
    
    
    $
    204,423
    
    
    $
    168,932Ben Sherman
    
    
    
    
    
    
    51,651
    
    
    
    51,651Oxford Apparel
    
    
    
    
    
    
    1,847
    
    
    
    1,847Total
    
    $
    
    
    
    $
    257,921
    
    
    $
    222,430Intangible Assets, netTommy Bahama
    
    $
    114,060
    
    
    $
    132,579
    
    
    $
    134,023Ben Sherman
    
    
    21,872
    
    
    
    94,852
    
    
    
    96,362Lanier Clothes
    
    
    
    
    
    
    2,267
    
    
    
    2,347Oxford Apparel
    
    
    67
    
    
    
    1,235
    
    
    
    1,349Total
    
    $
    135,999
    
    
    $
    230,933
    
    
    $
    234,081
  January 31,
    
    
    February 2,
    
    
    June 1,2009
    
    
    2008
    
    
    2007United States
    
    $
    197,368
    
    
    $
    427,155
    
    
    $
    385,588United Kingdom
    
    
    25,843
    
    
    
    152,623
    
    
    
    153,544Other foreign
    
    
    1,814
    
    
    
    1,578
    
    
    
    4,702Total
    
    $
    225,025
    
    
    $
    581,356
    
    
    $
    543,834
  Eight-monthTransitionPeriod EndedFiscal
    
    
    February 2,
    
    
    Fiscal
    
    
    Fiscal2008
    
    
    2008
    
    
    2007
    
    
    2006United States and Canada
    
    $
    839,925
    
    
    $
    610,325
    
    
    $
    1,005,925
    
    
    $
    987,206United Kingdom and Europe
    
    
    107,591
    
    
    
    85,473
    
    
    
    122,982
    
    
    
    121,910Total
    
    $
    947,516
    
    
    $
    695,798
    
    
    $
    1,128,907
    
    
    $
    1,109,116
 Note 11. Restructuring Charges and Other Unusual Items
  95




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##### Table of Contents



Note 12.  Related Party Transactions
   Eight-monthTransitionPeriodEndedFiscal
    
    February 2,2008
    
    2008
    
    Fiscal 2007
    
    Fiscal 2006ServiceInterest and agent fees for our credit facility
    
    $
    1,146
    
    
    $
    592
    
    
    $
    525
    
    
    $
    1,307Cash management and senior notes related services
    
    $
    93
    
    
    $
    72
    
    
    $
    56
    
    
    $
    106Other
    
    $
    8
    
    
    $
    4
    
    
    $
    10
    
    
    $
    34
  96




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##### Table of Contents



Note 13.  Summarized Quarterly Data (unaudited)
  First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    TotalFiscal 2008 (1)Net sales
    
    $
    272,942
    
    
    $
    230,520
    
    
    $
    244,186
    
    
    $
    199,868
    
    
    $
    947,516Gross profit
    
    
    116,309
    
    
    
    96,671
    
    
    
    93,629
    
    
    
    89,862
    
    
    
    396,471Net earnings (loss)
    
    
    9,517
    
    
    
    1,473
    
    
    
    4,775
    
    
    
    (281,577
    )
    
    
    (265,812
    )Basic net earnings (loss) per common share
    
    $
    0.60
    
    
    $
    0.09
    
    
    $
    0.31
    
    
    $
    (18.17
    )
    
    $
    (17.00
    )Diluted net earnings (loss) per common
share
    
    $
    0.59
    
    
    $
    0.09
    
    
    $
    0.31
    
    
    $
    (18.17
    )
    
    $
    (17.00
    )Eight-month Transition Period Ended
February 2, 2008 (1)(2)(3)Net sales
    
    $
    237,947
    
    
    $
    294,486
    
    
    $
    163,365
    
    
    
    N/A
    
    
    $
    695,798Gross profit
    
    
    97,451
    
    
    
    114,920
    
    
    
    63,389
    
    
    
    N/A
    
    
    
    275,760Net earnings
    
    $
    6,103
    
    
    $
    12,603
    
    
    $
    509
    
    
    
    N/A
    
    
    $
    19,215Basic net earnings per common share
    
    $
    0.34
    
    
    $
    0.72
    
    
    $
    0.03
    
    
    
    N/A
    
    
    $
    1.12Diluted net earnings per common share
    
    $
    0.34
    
    
    $
    0.71
    
    
    $
    0.03
    
    
    
    N/A
    
    
    $
    1.11Fiscal 2007Net sales
    
    $
    284,078
    
    
    $
    290,987
    
    
    $
    266,595
    
    
    $
    287,247
    
    
    $
    1,128,907Gross profit
    
    
    108,111
    
    
    
    111,800
    
    
    
    108,266
    
    
    
    119,583
    
    
    
    447,760Net earnings from continuing operations
    
    
    11,155
    
    
    
    12,145
    
    
    
    9,726
    
    
    
    19,294
    
    
    
    52,320Earnings (loss) from discontinued
operations
    
    
    (205
    )
    
    
    8
    
    
    
    14
    
    
    
    
    
    
    
    (183
    )Net earnings
    
    $
    10,950
    
    
    $
    12,153
    
    
    $
    9,740
    
    
    $
    19,294
    
    
    $
    52,137Basic net earnings per common share from
continuing operations
    
    $
    0.63
    
    
    $
    0.69
    
    
    $
    0.55
    
    
    $
    1.09
    
    
    $
    2.96Diluted net earnings per common share
from continuing operations
    
    $
    0.63
    
    
    $
    0.68
    
    
    $
    0.54
    
    
    $
    1.08
    
    
    $
    2.93
 
 (1)
    
    There were no earnings (loss) from discontinued operations in fiscal 2008 or the
eight-month transition period ended February 2, 2008.(2)
    
    There is no fourth quarter for the eight-month transition period ended February 2, 2008
due to the change in our fiscal year-end.(3)
    
    The third quarter of the eight-month transition period ended February 2, 2008
represents the two month period from December 1, 2007 through February 2, 2008.  97




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##### Table of Contents



Note 14.  Condensed Consolidating Financial Statements
  OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
January 31, 2009
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalASSETSCash and cash equivalents
    
    $
    1,527
    
    
    $
    104
    
    
    $
    1,659
    
    
    $
    
    
    
    $
    3,290Receivables, net
    
    
    28,842
    
    
    
    11,407
    
    
    
    45,529
    
    
    
    (7,211
    )
    
    
    78,567Inventories
    
    
    44,469
    
    
    
    71,509
    
    
    
    15,475
    
    
    
    (2,294
    )
    
    
    129,159Prepaid expenses
    
    
    6,009
    
    
    
    8,735
    
    
    
    2,529
    
    
    
    
    
    
    
    17,273Total current assets
    
    
    80,847
    
    
    
    91,755
    
    
    
    65,192
    
    
    
    (9,505
    )
    
    
    228,289Property, plant and equipment, net
    
    
    9,025
    
    
    
    74,804
    
    
    
    5,197
    
    
    
    
    
    
    
    89,026Intangible assets, net
    
    
    67
    
    
    
    114,060
    
    
    
    21,872
    
    
    
    
    
    
    
    135,999Other non-current assets, net
    
    
    453,615
    
    
    
    145,954
    
    
    
    35,275
    
    
    
    (614,664
    )
    
    
    20,180Total Assets
    
    $
    543,554
    
    
    $
    426,573
    
    
    $
    127,536
    
    
    $
    (624,169
    )
    
    $
    473,494LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    
    41,793
    
    
    
    23,027
    
    
    
    49,185
    
    
    
    (7,172
    )
    
    
    106,833Long-term debt, less current portion
    
    
    194,187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194,187Non-current liabilities
    
    
    218,200
    
    
    
    (167,950
    )
    
    
    106,144
    
    
    
    (109,150
    )
    
    
    47,244Deferred income taxes
    
    
    (3,745
    )
    
    
    29,607
    
    
    
    6,249
    
    
    
    
    
    
    
    32,111Total shareholders/invested equity
    
    
    93,119
    
    
    
    541,889
    
    
    
    (34,042
    )
    
    
    (507,847
    )
    
    
    93,119Total Liabilities and Shareholders
Equity
    
    $
    543,554
    
    
    $
    426,573
    
    
    $
    127,536
    
    
    $
    (624,169
    )
    
    $
    473,494
 98




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##### Table of Contents



OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
February 2, 2008
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalASSETSCash and cash equivalents
    
    $
    2,100
    
    
    $
    438
    
    
    $
    12,374
    
    
    $
    
    
    
    $
    14,912Receivables, net
    
    
    52,599
    
    
    
    38,244
    
    
    
    20,763
    
    
    
    (6,045
    )
    
    
    105,561Inventories
    
    
    64,896
    
    
    
    76,462
    
    
    
    18,826
    
    
    
    (1,259
    )
    
    
    158,925Prepaid expenses
    
    
    6,595
    
    
    
    8,466
    
    
    
    3,640
    
    
    
    
    
    
    
    18,701Total current assets
    
    
    126,190
    
    
    
    123,610
    
    
    
    55,603
    
    
    
    (7,304
    )
    
    
    298,099Property, plant and equipment, net
    
    
    7,933
    
    
    
    77,652
    
    
    
    6,917
    
    
    
    
    
    
    
    92,502Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    87,142
    
    
    
    
    
    
    
    257,921Intangible assets, net
    
    
    1,235
    
    
    
    134,846
    
    
    
    94,852
    
    
    
    
    
    
    
    230,933Other non-current assets, net
    
    
    825,252
    
    
    
    150,142
    
    
    
    70,673
    
    
    
    (1,015,250
    )
    
    
    30,817Total Assets
    
    $
    962,457
    
    
    $
    655,182
    
    
    $
    315,187
    
    
    $
    (1,022,554
    )
    
    $
    910,272LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    
    78,518
    
    
    
    49,947
    
    
    
    33,387
    
    
    
    (5,435
    )
    
    
    156,417Long-term debt, less current portion
    
    
    234,414
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    234,414Non-current liabilities
    
    
    246,261
    
    
    
    (193,337
    )
    
    
    107,344
    
    
    
    (109,359
    )
    
    
    50,909Deferred income taxes
    
    
    (4,284
    )
    
    
    38,910
    
    
    
    26,358
    
    
    
    
    
    
    
    60,984Total shareholders/invested equity
    
    
    407,548
    
    
    
    759,662
    
    
    
    148,098
    
    
    
    (907,760
    )
    
    
    407,548Total Liabilities and Shareholders
Equity
    
    $
    962,457
    
    
    $
    655,182
    
    
    $
    315,187
    
    
    $
    (1,022,554
    )
    
    $
    910,272
 June 1, 2007
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalASSETSCash and cash equivalents
    
    $
    22,863
    
    
    $
    1,212
    
    
    $
    12,807
    
    
    $
    
    
    
    $
    36,882Receivables, net
    
    
    52,226
    
    
    
    61,076
    
    
    
    31,184
    
    
    
    (6,451
    )
    
    
    138,035Inventories
    
    
    70,273
    
    
    
    52,644
    
    
    
    15,114
    
    
    
    (698
    )
    
    
    137,333Prepaid expenses
    
    
    8,808
    
    
    
    8,293
    
    
    
    4,890
    
    
    
    
    
    
    
    21,991Total current assets
    
    
    154,170
    
    
    
    123,225
    
    
    
    63,995
    
    
    
    (7,149
    )
    
    
    334,241Property, plant and equipment, net
    
    
    9,221
    
    
    
    68,932
    
    
    
    9,170
    
    
    
    
    
    
    
    87,323Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    51,651
    
    
    
    
    
    
    
    222,430Intangible assets, net
    
    
    1,349
    
    
    
    136,370
    
    
    
    96,362
    
    
    
    
    
    
    
    234,081Other non-current assets, net
    
    
    770,809
    
    
    
    150,496
    
    
    
    1,346
    
    
    
    (891,988
    )
    
    
    30,663Total Assets
    
    $
    937,396
    
    
    $
    647,955
    
    
    $
    222,524
    
    
    $
    (899,137
    )
    
    $
    908,738LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    
    62,163
    
    
    
    56,811
    
    
    
    29,325
    
    
    
    (5,855
    )
    
    
    142,444Long-term debt, less current portion
    
    
    199,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199,294Non-current liabilities
    
    
    222,114
    
    
    
    (184,807
    )
    
    
    112,789
    
    
    
    (109,149
    )
    
    
    40,947Deferred income taxes
    
    
    (228
    )
    
    
    43,604
    
    
    
    28,624
    
    
    
    
    
    
    
    72,000Total shareholders/invested equity
    
    
    454,053
    
    
    
    732,347
    
    
    
    51,786
    
    
    
    (784,133
    )
    
    
    454,053Total Liabilities and Shareholders
Equity
    
    $
    937,396
    
    
    $
    647,955
    
    
    $
    222,524
    
    
    $
    (899,137
    )
    
    $
    908,738
 99




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##### Table of Contents



OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Fiscal 2008
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalNet sales
    
    $
    386,638
    
    
    $
    460,597
    
    
    $
    150,090
    
    
    $
    (49,809
    )
    
    $
    947,516Cost of goods sold
    
    
    301,692
    
    
    
    208,168
    
    
    
    64,617
    
    
    
    (23,432
    )
    
    
    551,045Gross profit
    
    
    84,946
    
    
    
    252,429
    
    
    
    85,473
    
    
    
    (26,377
    )
    
    
    396,471SG&A including amortization of
intangible assets
    
    
    70,003
    
    
    
    205,796
    
    
    
    112,092
    
    
    
    (26,917
    )
    
    
    360,974Impairment of goodwill, intangible
assets and joint venture
    
    
    2,914
    
    
    
    228,133
    
    
    
    83,766
    
    
    
    
    
    
    
    314,813Royalties and other income
    
    
    613
    
    
    
    11,652
    
    
    
    6,602
    
    
    
    (1,573
    )
    
    
    17,294Operating income
    
    
    12,642
    
    
    
    (169,848
    )
    
    
    (103,783
    )
    
    
    (1,033
    )
    
    
    (262,022
    )Gain on repurchase of Senior Unsecured Notes
    
    
    7,767
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,767Interest (income) expense, net
    
    
    25,848
    
    
    
    (11,193
    )
    
    
    9,046
    
    
    
    1
    
    
    
    23,702Income(loss) from equity investment
    
    
    (259,831
    )
    
    
    
    
    
    
    
    
    
    
    259,831
    
    
    
    Earnings (loss) before income taxes
    
    
    (265,270
    )
    
    
    (158,655
    )
    
    
    (112,829
    )
    
    
    258,797
    
    
    
    (277,957
    )Income taxes (benefit)
    
    
    (131
    )
    
    
    258
    
    
    
    (11,910
    )
    
    
    (362
    )
    
    
    (12,145
    )Net earnings (loss)
    
    $
    (265,139
    )
    
    $
    (158,913
    )
    
    $
    (100,919
    )
    
    $
    259,159
    
    
    $
    (265,812
    )
 Eight-month Transition Period Ended February 2, 2008
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalNet sales
    
    $
    302,259
    
    
    $
    313,168
    
    
    $
    107,415
    
    
    $
    (27,044
    )
    
    $
    695,798Cost of goods sold
    
    
    241,232
    
    
    
    139,311
    
    
    
    46,142
    
    
    
    (6,647
    )
    
    
    420,038Gross profit
    
    
    61,027
    
    
    
    173,857
    
    
    
    61,273
    
    
    
    (20,397
    )
    
    
    275,760SG&A including amortization of
intangible assets
    
    
    60,594
    
    
    
    151,737
    
    
    
    55,765
    
    
    
    (20,879
    )
    
    
    247,217Royalties and other income
    
    
    162
    
    
    
    7,502
    
    
    
    5,794
    
    
    
    (1,007
    )
    
    
    12,451Operating income (loss)
    
    
    595
    
    
    
    29,622
    
    
    
    11,302
    
    
    
    (525
    )
    
    
    40,994Interest (income) expense, net
    
    
    18,111
    
    
    
    (9,241
    )
    
    
    6,396
    
    
    
    36
    
    
    
    15,302Income (loss) from equity investment
    
    
    31,660
    
    
    
    260
    
    
    
    
    
    
    
    (31,920
    )
    
    
    Earnings (loss) before income taxes
    
    
    14,144
    
    
    
    39,123
    
    
    
    4,906
    
    
    
    (32,481
    )
    
    
    25,692Income taxes (benefit)
    
    
    (5,435
    )
    
    
    11,548
    
    
    
    561
    
    
    
    (197
    )
    
    
    6,477Net earnings (loss)
    
    $
    19,579
    
    
    $
    27,575
    
    
    $
    4,345
    
    
    $
    (32,284
    )
    
    $
    19,215
 100




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##### Table of Contents



OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Fiscal 2007
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalNet sales
    
    $
    486,851
    
    
    $
    526,631
    
    
    $
    155,970
    
    
    $
    (40,545
    )
    
    $
    1,128,907Cost of goods sold
    
    
    378,465
    
    
    
    242,452
    
    
    
    70,022
    
    
    
    (9,792
    )
    
    
    681,147Gross profit
    
    
    108,386
    
    
    
    284,179
    
    
    
    85,948
    
    
    
    (30,753
    )
    
    
    447,760SG&A including amortization of intangible assets
    
    
    92,950
    
    
    
    224,900
    
    
    
    77,886
    
    
    
    (32,361
    )
    
    
    363,375Royalties and other income
    
    
    2,111
    
    
    
    9,328
    
    
    
    6,480
    
    
    
    (1,457
    )
    
    
    16,462Operating income
    
    
    17,547
    
    
    
    68,607
    
    
    
    14,542
    
    
    
    151
    
    
    
    100,847Interest (income) expense, net
    
    
    25,852
    
    
    
    (12,067
    )
    
    
    8,338
    
    
    
    91
    
    
    
    22,214Income from equity investment
    
    
    59,586
    
    
    
    3
    
    
    
    
    
    
    
    (59,589
    )
    
    
    Earnings before income taxes
    
    
    51,281
    
    
    
    80,677
    
    
    
    6,204
    
    
    
    (59,529
    )
    
    
    78,633Income taxes(benefit)
    
    
    (999
    )
    
    
    27,209
    
    
    
    83
    
    
    
    20
    
    
    
    26,313Net earnings from continuing operations
    
    
    52,280
    
    
    
    53,468
    
    
    
    6,121
    
    
    
    (59,549
    )
    
    
    52,320Earnings (loss) from discontinued
operations, net of tax
    
    
    (183
    )
    
    
    (64
    )
    
    
    
    
    
    
    64
    
    
    
    (183
    )Net earnings
    
    $
    52,097
    
    
    $
    53,404
    
    
    $
    6,121
    
    
    $
    (59,485
    )
    
    $
    52,137
 Fiscal 2006
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalNet sales
    
    $
    521,113
    
    
    $
    481,700
    
    
    $
    171,723
    
    
    $
    (65,420
    )
    
    $
    1,109,116Cost of goods sold
    
    
    397,939
    
    
    
    217,803
    
    
    
    78,422
    
    
    
    (16,735
    )
    
    
    677,429Gross profit
    
    
    123,174
    
    
    
    263,897
    
    
    
    93,301
    
    
    
    (48,685
    )
    
    
    431,687SG&A including amortization of
intangible assets
    
    
    110,073
    
    
    
    202,402
    
    
    
    78,774
    
    
    
    (44,534
    )
    
    
    346,715Royalties and other income
    
    
    276
    
    
    
    7,806
    
    
    
    5,359
    
    
    
    (297
    )
    
    
    13,144Operating income
    
    
    13,377
    
    
    
    69,301
    
    
    
    19,886
    
    
    
    (4,448
    )
    
    
    98,116Interest (income) expense, net
    
    
    30,802
    
    
    
    (10,198
    )
    
    
    7,520
    
    
    
    (4,153
    )
    
    
    23,971Income from equity investment
    
    
    61,752
    
    
    
    12
    
    
    
    
    
    
    
    (61,764
    )
    
    
    Earnings before income taxes
    
    
    44,327
    
    
    
    79,511
    
    
    
    12,366
    
    
    
    (62,059
    )
    
    
    74,145Income taxes (benefit)
    
    
    (7,066
    )
    
    
    25,832
    
    
    
    4,282
    
    
    
    (104
    )
    
    
    22,944Net earnings from continuing operations
    
    
    51,393
    
    
    
    53,679
    
    
    
    8,084
    
    
    
    (61,955
    )
    
    
    51,201Earnings (loss) from discontinued
operations, net of tax
    
    
    19,270
    
    
    
    (3,284
    )
    
    
    (2,182
    )
    
    
    5,466
    
    
    
    19,270Net earnings
    
    $
    70,663
    
    
    $
    50,395
    
    
    $
    5,902
    
    
    $
    (56,489
    )
    
    $
    70,471
 101




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##### Table of Contents



OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
Fiscal 2008
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalCash Flows From Operating ActivitiesNet cash (used in) provided by operating
activities
    
    $
    46,864
    
    
    $
    51,696
    
    
    $
    (7,985
    )
    
    $
    (212
    )
    
    $
    90,363Cash Flows from Investing ActivitiesAcquisitions, net of cash acquired and
investments in unconsolidated entities
    
    
    
    
    
    
    (741
    )
    
    
    (38
    )
    
    
    
    
    
    
    (779
    )Purchases of property, plant and equipment
    
    
    (3,858
    )
    
    
    (15,273
    )
    
    
    (1,604
    )
    
    
    
    
    
    
    (20,735
    )Proceeds from sale of property, plant and
equipment
    
    
    275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275Net cash (used in) provided by
investing activities
    
    
    (3,583
    )
    
    
    (16,014
    )
    
    
    (1,642
    )
    
    
    
    
    
    
    (21,239
    )Cash Flows from Financing ActivitiesChange in debt
    
    
    (45,177
    )
    
    
    (1
    )
    
    
    6,434
    
    
    
    
    
    
    
    (38,744
    )Repurchase of Senior Unsecured Notes
    
    
    (24,971
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,971
    )Deferred financing costs paid
    
    
    (1,664
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,664
    )Proceeds from issuance of common stock
    
    
    91
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91Change in intercompany payable
    
    
    (22,539
    )
    
    
    22,847
    
    
    
    (520
    )
    
    
    212
    
    
    
    Dividends on common stock
    
    
    50,406
    
    
    
    (58,862
    )
    
    
    (5,958
    )
    
    
    
    
    
    
    (14,414
    )Net cash (used in) provided by
financing activities
    
    
    (43,854
    )
    
    
    (36,016
    )
    
    
    (44
    )
    
    
    212
    
    
    
    (79,702
    )Net change in Cash and Cash Equivalents
    
    
    (573
    )
    
    
    (334
    )
    
    
    (9,671
    )
    
    
    
    
    
    
    (10,578
    )Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    (1,044
    )
    
    
    
    
    
    
    (1,044
    )Cash and Cash Equivalents at the
Beginning of Year
    
    
    2,100
    
    
    
    438
    
    
    
    12,374
    
    
    
    
    
    
    
    14,912Cash and Cash Equivalents at the End of
Year
    
    $
    1,527
    
    
    $
    104
    
    
    $
    1,659
    
    
    $
    
    
    
    $
    3,290
 102




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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
Eight-month Transition Period Ended February 2, 2008
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalCash Flows From Operating ActivitiesNet cash (used in) provided by operating
activities
    
    $
    (6,454
    )
    
    $
    32,169
    
    
    $
    16,883
    
    
    $
    1,539
    
    
    $
    44,137Cash Flows from Investing ActivitiesAcquisitions, net of cash acquired, and
investments in unconsolidated entities
    
    
    (54,899
    )
    
    
    (568
    )
    
    
    (34,066
    )
    
    
    33,337
    
    
    
    (56,196
    )Purchases of property, plant and equipment
    
    
    (305
    )
    
    
    (18,998
    )
    
    
    (1,794
    )
    
    
    
    
    
    
    (21,097
    )Proceeds from sale of property, plant and
equipment
    
    
    126
    
    
    
    2,349
    
    
    
    
    
    
    
    
    
    
    
    2,475Net cash (used in) provided by
investing activities
    
    
    (55,078
    )
    
    
    (17,217
    )
    
    
    (35,860
    )
    
    
    33,337
    
    
    
    (74,818
    )Cash Flows from Financing ActivitiesChange in debt
    
    
    72,900
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    72,893Proceeds from issuance of common stock
    
    
    2,581
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,581Change in intercompany payable
    
    
    21,891
    
    
    
    (15,719
    )
    
    
    (5,956
    )
    
    
    (216
    )
    
    
    Purchase of common stock/invested equity
    
    
    (60,058
    )
    
    
    
    
    
    
    34,660
    
    
    
    (34,660
    )
    
    
    (60,058
    )Dividends on common stock
    
    
    3,455
    
    
    
    
    
    
    
    (9,909
    )
    
    
    
    
    
    
    (6,454
    )Net cash (used in) provided by
financing activities
    
    
    40,769
    
    
    
    (15,726
    )
    
    
    18,795
    
    
    
    (34,876
    )
    
    
    8,962Net change in Cash and Cash Equivalents
    
    
    (20,763
    )
    
    
    (774
    )
    
    
    (182
    )
    
    
    
    
    
    
    (21,719
    )Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    (251
    )Cash and Cash Equivalents at the
Beginning of Year
    
    
    22,863
    
    
    
    1,212
    
    
    
    12,807
    
    
    
    
    
    
    
    36,882Cash and Cash Equivalents at the End of
Year
    
    $
    2,100
    
    
    $
    438
    
    
    $
    12,374
    
    
    $
    
    
    
    $
    14,912
 103




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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
Fiscal 2007
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalCash Flows From Operating ActivitiesNet cash (used in) provided by operating
activities
    
    $
    (23,760
    )
    
    $
    73,311
    
    
    $
    10,055
    
    
    $
    
    
    
    $
    59,606Cash Flows from Investing ActivitiesAcquisitions, net of cash acquired, and
investments in unconsolidated entities
    
    
    (12,111
    )
    
    
    (9,391
    )
    
    
    (1,149
    )
    
    
    
    
    
    
    (22,651
    )Purchases of property, plant and equipment
    
    
    (659
    )
    
    
    (28,847
    )
    
    
    (1,806
    )
    
    
    
    
    
    
    (31,312
    )Proceeds from sale of property, plant and
equipment
    
    
    2,476
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    2,496Net cash (used in) provided by
investing activities
    
    
    (10,294
    )
    
    
    (38,218
    )
    
    
    (2,955
    )
    
    
    
    
    
    
    (51,467
    )Cash Flows from Financing ActivitiesChange in debt
    
    
    (912
    )
    
    
    (17
    )
    
    
    (105
    )
    
    
    
    
    
    
    (1,034
    )Proceeds from issuance of common stock
    
    
    4,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,595Change in intercompany payable
    
    
    38,350
    
    
    
    (39,218
    )
    
    
    857
    
    
    
    11
    
    
    
    Dividends on common stock
    
    
    (14,387
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,387
    )Net cash (used in) provided by
financing activities
    
    
    27,646
    
    
    
    (39,235
    )
    
    
    752
    
    
    
    11
    
    
    
    (10,826
    )Cash Flows from Discontinued OperationsNet operating cash flows provided by
discontinued operations
    
    
    24,096
    
    
    
    4,220
    
    
    
    
    
    
    
    
    
    
    
    28,316Net change in Cash and Cash Equivalents
    
    
    17,688
    
    
    
    78
    
    
    
    7,852
    
    
    
    11
    
    
    
    25,629Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    774
    
    
    
    
    
    
    
    774Cash and Cash Equivalents at the
Beginning of Year
    
    
    5,175
    
    
    
    1,134
    
    
    
    4,181
    
    
    
    (11
    )
    
    
    10,479Cash and Cash Equivalents at the End of
Year
    
    $
    22,863
    
    
    $
    1,212
    
    
    $
    12,807
    
    
    $
    
    
    
    $
    36,882
 104




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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
Fiscal 2006
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalCash Flows From Operating ActivitiesNet cash (used in) provided by operating
activities
    
    $
    (8,760
    )
    
    $
    56,628
    
    
    $
    33,160
    
    
    $
    (73
    )
    
    $
    80,955Cash Flows from Investing ActivitiesAcquisitions, net of cash acquired, and
investments in unconsolidated entities
    
    
    (7,361
    )
    
    
    (4,571
    )
    
    
    
    
    
    
    
    
    
    
    (11,932
    )Distribution from joint venture
    
    
    
    
    
    
    2,026
    
    
    
    
    
    
    
    
    
    
    
    2,026Purchases of property, plant and equipment
    
    
    (3,575
    )
    
    
    (19,886
    )
    
    
    (1,492
    )
    
    
    
    
    
    
    (24,953
    )Proceeds from sale of property, plant and
equipment
    
    
    246
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    265Dividends received from subsidiary
    
    
    28,752
    
    
    
    
    
    
    
    
    
    
    
    (28,752
    )
    
    
    Net cash (used in) provided by
investing activities
    
    
    18,062
    
    
    
    (22,412
    )
    
    
    (1,492
    )
    
    
    (28,752
    )
    
    
    (34,594
    )Cash Flows from Financing ActivitiesChange in debt
    
    
    (89,248
    )
    
    
    (20
    )
    
    
    (3,175
    )
    
    
    
    
    
    
    (92,443
    )Proceeds from issuance of common stock
    
    
    3,976
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,976Change in intercompany payable
    
    
    28,922
    
    
    
    (36,547
    )
    
    
    7,590
    
    
    
    35
    
    
    
    Dividends on common stock
    
    
    (9,531
    )
    
    
    
    
    
    
    (28,752
    )
    
    
    28,752
    
    
    
    (9,531
    )Net cash (used in) provided by
financing activities
    
    
    (65,881
    )
    
    
    (36,567
    )
    
    
    (24,337
    )
    
    
    28,787
    
    
    
    (97,998
    )Cash Flows from Discontinued OperationsNet operating cash flows provided by
discontinued operations
    
    
    23,638
    
    
    
    1,626
    
    
    
    (4,847
    )
    
    
    
    
    
    
    20,417Net investing cash flows provided by
discontinued operations
    
    
    35,403
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,403Net cash provided by (used in)
discontinued operations
    
    
    59,041
    
    
    
    1,626
    
    
    
    (4,847
    )
    
    
    
    
    
    
    55,820Net change in Cash and Cash Equivalents
    
    
    2,462
    
    
    
    (725
    )
    
    
    2,484
    
    
    
    (38
    )
    
    
    4,183Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    (203
    )
    
    
    
    
    
    
    (203
    )Cash and Cash Equivalents at the
Beginning of Year
    
    
    2,713
    
    
    
    1,859
    
    
    
    1,900
    
    
    
    27
    
    
    
    6,499Cash and Cash Equivalents at the End of
Year
    
    $
    5,175
    
    
    $
    1,134
    
    
    $
    4,181
    
    
    $
    (11
    )
    
    $
    10,479
 105




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##### Table of Contents



SCHEDULE II
Oxford Industries, Inc.
 Valuation and Qualifying Accounts
 Column A
    
    Column B
    
    Column C
    
    Column D
    
    Column EAdditions
    
    ChargedBalance at
    
    Charged to
    
    to Other
    
    
    
    
    
    Balance atBeginning
    
    Costs and
    
    Accounts 
    
    Deductions 
    
    End ofDescription
    
    of Period
    
    Expenses
    
    Describe
    
    Describe
    
    Period(In thousands)Fiscal 2008Deducted from asset accounts:Accounts receivable reserves(1)
    
    $
    14,303
    
    
    $
    22,481
    
    
    
    
    
    
    $
    (22,399
    )(3)
    
    $
    14,385Allowance for doubtful accounts (2)
    
    
    1,323
    
    
    
    2,508
    
    
    
    
    
    
    
    (1,744
    )(4)
    
    
    2,087Eight-month transition period
ended February 2, 2008Deducted from asset accounts:Accounts receivable reserves(1)
    
    $
    14,381
    
    
    $
    15,399
    
    
    
    
    
    
    $
    (15,477
    )(3)
    
    $
    14,303Allowance for doubtful accounts (2)
    
    
    1,918
    
    
    
    1,059
    
    
    
    
    
    
    
    (1,654
    )(4)
    
    
    1,323Fiscal 2007Deducted from asset accounts:Accounts receivable reserves (1)
    
    
    17,294
    
    
    
    22,891
    
    
    
    
    
    
    
    (25,804
    )(3)
    
    
    14,381Allowance for doubtful accounts (2)
    
    
    3,436
    
    
    
    567
    
    
    
    
    
    
    
    (2,085
    )(4)
    
    
    1,918Fiscal 2006Deducted from asset accounts:Accounts receivable reserves (1)
    
    
    16,331
    
    
    
    35,354
    
    
    
    
    
    
    
    (34,391
    )(3)
    
    
    17,294Allowance for doubtful accounts (2)
    
    
    3,608
    
    
    
    340
    
    
    
    
    
    
    
    (512
    )(4)
    
    
    3,436
 
 (1)
    
    Accounts receivable reserves include estimated reserves for allowances, returns and
discounts related to our wholesale operations as discussed in our significant
accounting policy disclosure for Revenue Recognition and Accounts Receivable in Note
1 of our consolidated financial statements.(2)
    
    Allowance for doubtful accounts consists of amounts reserved for our estimate of a
customers inability to meet its financial obligations as discussed in our
significant accounting policy disclosure for Revenue Recognition and Accounts
Receivable in note 1 of our consolidated financial statements.(3)
    
    Principally amounts written off related to customer allowances, returns and discounts.(4)
    
    Principally accounts written off as uncollectible. 106




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders of Oxford Industries, Inc.
       
 107




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   Report of Management on Internal Control Over Financial Reporting
   Internal Control 
Integrated Framework
  /s/ J. Hicks Lanier
    
    /s/ K. Scott GrassmyerJ. Hicks Lanier
    
    K. Scott GrassmyerChairman and Chief Executive Officer
    
    Senior Vice President, Chief
Financial Officer and Controller(Principal Executive Officer)
    
    (Principal Financial Officer)April 1, 2009
    
    April 1, 2009
 108




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders of Oxford Industries, Inc.
     .
   
 109




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##### Table of Contents



Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
   
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  110




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Financial Statements
  
    
    Consolidated Balance Sheets as of January 31, 2009, February 2, 2008 and June 1,
2007.
    
    Consolidated Statements of Operations for fiscal 2008, the eight-month transition
period ended February 2, 2008, fiscal 2007 and fiscal 2006.
    
    Consolidated Statements of Shareholders Equity for fiscal 2008, the eight-month
transition period ended February 2, 2008, fiscal 2007 and fiscal 2006.
    
    Consolidated Statements of Cash Flows for fiscal 2008, the eight-month transition
period ended February 2, 2008, fiscal 2007 and fiscal 2006.
    
    Notes to Consolidated Financial Statements for fiscal 2008, the eight-month
transition period ended February 2, 2008, fiscal 2007 and fiscal 2006.
 Financial Statement Schedules
 
    
    Schedule II  Valuation and Qualifying Accounts
  Exhibits
 2(a)
    
    Purchase Agreement, dated as of May 1, 2006, by and between The Millwork Trading Co., Ltd., d/b/a
Li & Fung USA, and Oxford Industries, Inc. Incorporated by reference to Exhibit 2(a) to the
Companys Form 10-K for the fiscal year ended June 2, 2006.2(b)
    
    Letter Agreement, dated as of June 1, 2006, by and between The Millwork Trading Co., Ltd., d/b/a Li
& Fung USA, and Oxford Industries, Inc. Incorporated by reference to Exhibit 2(b) to the Companys
Form 10-K for the fiscal year ended June 2, 2006.3(a)
    
    Restated Articles of Incorporation of Oxford Industries, Inc.. Incorporated by reference to Exhibit
3.1 to the Companys Form 10-Q for the fiscal quarter ended August 29, 2003.3(b)
    
    Bylaws of the Oxford Industries, Inc., as amended. Incorporated by reference to Exhibit 3(b) to the
Companys Form 10-Q for the fiscal quarter ended November 1, 2008.4(a)
    
    Indenture Agreement dated May 16, 2003 among Oxford Industries, Inc., the Guarantors party thereto
and SunTrust Bank. Incorporated by reference to Exhibit 10(n) to the Companys Form 10-K for the
fiscal year ended May 30, 2003.4(b)
    
    Supplemental Indenture Agreement No. 1 dated June 13, 2003 among Oxford Industries, Inc., the
Guarantors party thereto and SunTrust Bank. Incorporated by reference to Exhibit 4(b) to the
Companys Form 10-K for the fiscal year ended June 1, 2007.4(c)
    
    Supplemental Indenture Agreement No. 2 dated July 28, 2004 among the Guarantors, Oxford Industries
Inc. and SunTrust Bank. Incorporated by reference to Exhibit 4(c) to the Companys Form 10-K for
the fiscal year ended June 1, 2007.4(d)
    
    Supplemental Indenture Agreement No. 3 dated December 30, 2004 among the Guarantors, Oxford
Industries, Inc. and SunTrust Bank. Incorporated by reference to Exhibit 4(d) to the Companys Form
10-K for the fiscal year ended June 1, 2007.10(a)
    
    1997 Stock Option Plan, as amended.
Incorporated by reference to Exhibit 10(a) to the Companys
Form 10-K for the fiscal year ended May 31, 2002.10(b)
    
    Second Amendment to the 1997 Stock Option Plan. Incorporated by reference to Exhibit 10(s) to the
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Companys Form 10-K for the fiscal year ended June 2, 2006.10(c)
    
    Amended and Restated Long-Term Stock Incentive Plan, effective as of April 2, 2007. Incorporated by
reference to Exhibit 10(f) to the Companys Form 10-K for the fiscal year ended June 1, 2007.10(d)
    
    2006 Form of Performance Share Aware under the Oxford Industries, Inc. Long-Term Stock Incentive
Plan. Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on August 31,
2005.10(e)
    
    2006 Form of Non-Employee Director Performance Share Award under the Oxford Industries, Inc.
Long-Term Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K
filed on August 31, 2005. 10(f)
    
    Form of Restricted Stock Agreement. Incorporated by reference to Exhibit 10(y) to the Companys
Form 10-KT for the eight month transition period ended February 2, 2008.10(g)
    
    Oxford Industries, Inc. Executive Performance Incentive Plan (as amended and restated, effective
March 27, 2008). Incorporated by reference to Appendix A to the Companys Proxy Statement for its
Annual Meeting of Shareholders held June 16, 2008, filed on May 13, 2008.10(h)
    
    Executive Medical Plan. Incorporated by reference to Exhibit 10(d) to the Companys Form 10-K for
the fiscal year ended June 3, 2005.10(i)
    
    Oxford Industries, Inc. Deferred Compensation Plan, as amended and restated. Incorporated by
reference to Exhibit 10(m) to the Companys Form 10-KT for the eight month transition period ended
February 2, 2008.10(j)
    
    Employment Offer Letter to Knowlton J. OReilly. Incorporated by reference to Exhibit 10.5 to the
Companys Form 10-Q for the fiscal quarter ended November 30, 2007.10(k)
    
    Employment Offer Letter to Terry R. Pillow. Incorporated by reference to Exhibit 10(a) to the
Companys Form 10-Q for the fiscal quarter ended August 2, 2008.10(l)
    
    Second Amended and Restated Credit Agreement, dated as of August 15, 2008, by and among Oxford
Industries, Inc., Tommy Bahama Group, Inc., the Persons party thereto from time to time as
Guarantors, the financial institutions party thereto from time to time as lenders, the financial
institutions party thereto from time to time as Issuing Banks and SunTrust Bank, as administrative
agent. Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on August 19,
2008.10(m)
    
    Amended and Restated Pledge and Security Agreement, dated as of August 15, 2008, among Oxford
Industries, Inc., Tommy Bahama Group, Inc., Ben Sherman Clothing, Inc., Lionshead Clothing Company,
Oxford Caribbean, Inc., Oxford Garment, Inc., Oxford International, Inc., Oxford of South Carolina,
Inc., Piedmont Apparel Corporation, SFI of Oxford Acquisition Corporation, Tommy Bahama Beverages,
LLC, Tommy Bahama R&R Holdings, Inc., Tommy Bahama Texas Beverages, LLC, Viewpoint Marketing, Inc.,
Oxford Lockbox, Inc. and those additional entities grantor thereto from time to time, as Grantors,
and SunTrust Bank, as administrative agent. Incorporated by reference to Exhibit 10.2 to the
Companys Form 8-K filed on August 19, 2008.10(n)
    
    Ben Sherman Group Long Term Incentive Plan, adopted as of October 1, 2007. Incorporated by
reference to Exhibit 10.1 to the Companys Form 10-Q for the fiscal quarter ended August 31, 2007.10(o)
    
    Participant Award Letter, dated September 26, 2007, to Miles Gray pursuant to the Ben Sherman Group
Long Term Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q for
the fiscal quarter ended August 31, 2007.10(p)
    
    Letter Agreement, dated November 8, 2007, between Oxford Industries, Inc. and Bank of America, N.A.
relating to an Issuer Forward Repurchase Transaction. Incorporated by reference to Exhibit 10.3 to
the Companys Form 10-Q for the fiscal quarter ended November 30, 2007.10(q)
    
    Amendment, dated November 9, 2007, between Oxford Industries, Inc. and Bank of America, N.A. to
Letter Agreement relating to an Issuer Forward Repurchase Transaction. Incorporated by reference to
Exhibit 10.4 to the Companys Form 10-Q for the fiscal quarter ended November 30, 2007.21
    
    List of Subsidiaries.*23
    
    Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.*24
    
    Powers of Attorney.*31.1
    
    Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
    
    Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32
    
    Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    filed herewith
    
    Management contract or compensation plan or arrangement required to be
filed as an exhibit to this form pursuant to Item 15(b) of this
report.   113




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SIGNATURES
  Oxford Industries, Inc.By:
    /s/  J. Hicks LanierJ. Hicks LanierChairman and Chief Executive Officer   Signature
    
    Capacity
    
    Date/s/ J. Hicks Lanier

J. Hicks Lanier
    
    Chairman of the Board of Directors and
Chief Executive Officer

(Principal Executive Officer)
    
    April 1, 2009/s/ K. Scott Grassmyer

K. Scott Grassmyer
    
    Senior Vice President, Chief
Financial Officer and Controller

(Principal Financial Officer)
    
    April 1, 2009*

Cecil D. Conlee
    
    Director
    
    April 1, 2009*
    
    Director
    
    April 1, 2009George C. GuynnJohn R. Holder
    
    Director
    
    April 1, 2009*

J. Reese Lanier
    
    Director
    
    April 1, 2009*

Dennis M. Love
    
    Director
    
    April 1, 2009*

Clarence H. Smith
    
    Director
    
    April 1, 2009*

Helen B. Weeks
    
    Director
    
    April 1, 2009*

E. Jenner Wood
    
    Director
    
    April 1, 2009
 *By
    
    /s/ Thomas E. CampbellThomas E. Campbellas Attorney-in-Fact
 114