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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended September 30, 2003                 
|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: 0-20850

HAGGAR CORP.(Exact name of registrant as specified in its charter)

|NEVADA(State or other jurisdiction of incorporation or organization)                                |  | 75-2187001(I.R.S. Employer Identification Number)
|--------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|6113 Lemmon Avenue
Dallas, Texas(Address of principal executive offices)                            |  | 75209(Zip Code)                                  
|Registrant's telephone number, including area code:(214) 352-8481                                  
|Securities registered pursuant to Section 12(b) of the Act: None.                                  
|Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.10 per share

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The
aggregate market value of the voting and non-voting shares of common stock, held by non-affiliates of the registrant, computed by reference to the price at
which the common equity was sold as of the last business day of the registrant's most recently completed second fiscal quarter, March 31, 2003, was $53,047,176.

As
of December 4, 2003 there were 6,642,565 shares of common stock outstanding.

Documents incorporated by reference

The information required by Part III is incorporated by reference from the Registrant's definitive proxy statement to be filed with the Commission pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

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FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements other than statements of historical facts contained in this report, including
statements regarding Haggar Corp.'s (together with its subsidiaries, the "Company") future financial position, business strategy and plans and objectives of management for future operations, are
forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions, as they relate to the Company, are intended to
identify forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the
Company believes may affect its financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks,
uncertainties and assumptions that could affect the results of the Company or the apparel industry generally and could cause the Company's expected results to differ materially from those expressed in
this Annual Report on Form 10-K. These risks, uncertainties and assumptions are described in "Item 1. Business" of this Annual Report on Form 10-K and include,
among other things:



In
light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur and
actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking
statements. The Company undertakes no obligation to update any such statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any
change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements.

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Part I

ITEM 1. BUSINESS

Overview

Haggar Corp., together with its subsidiaries (collectively the "Company"), designs, manufactures, imports and markets casual and dress men's and women's apparel
products, including pants, shorts, suits, sportcoats, sweaters, shirts, dresses, skirts and vests in the United States and abroad. Apparel products are offered in a wide variety of styles, fabrics,
colors and sizes. The Company's operations are organized into three business units, wholesale, retail and licensing, each of which offers similar products through different distribution channels.

The
Company's wholesale segment is the primary distribution channel through which the Company sells its products. The wholesale segment designs, manufactures, imports and markets casual
and dress men's and women's apparel to retailers throughout North America and the United Kingdom. Products are sold through approximately 10,000 retail stores operated by the Company's customers,
which include major department stores, specialty stores and mass market retailers throughout North America and the United Kingdom. The Company markets its premium men's apparel products under the
Haggar® brand name, and markets more moderately priced lines of men's clothing under a variety of trademarks offered by its mass-market retailer division, The Horizon Group.
The Horizon Group also offers to retailers quality men's apparel bearing the retailers' own label. The Company offers its women's apparel products under the Haggar® brand and several other
trademarks offered by its women's wear subsidiary, Jerell, Ltd. ("Women's Wear").

The
Company's retail segment markets Haggar® branded products through 70 Company operated retail stores located in the Company's Dallas headquarters and in outlet malls
throughout the United States. As of September 30, 2003, the Company operated 66 such stores which market first quality Company products to the general public. These stores also serve as a
retail marketing laboratory for the Company. In addition, the Company had 4 retail stores featuring overruns and seconds.

The
Company's licensing segment generates royalty income by licensing the Company's trademarks for use by other manufacturers of specified products in specified geographic regions.

The
Company conducts its foreign operations through Haggar Apparel, Ltd. and Haggar Canada Co., which market the Company's branded products in the United Kingdom and Canada,
respectively.

The
Company was established in 1926 by J. M. Haggar, Sr., and has built its reputation by offering high quality, ready-to-wear apparel at affordable prices
through innovations in product design, marketing and customer service. Both Haggar Corp. and Haggar Clothing Co., the Company's primary operating subsidiary, are incorporated under Nevada law.

The
Company's internet site,www.haggar.com, contains a Milestones/Financials section which provides links to annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, director and officer reports on Forms 3, 4 and 5 and
amendments to those documents filed or furnished pursuant to the Securities Exchange Act of 1934 free of charge as soon as reasonably practicable after the Company has filed these documents with the
Securities and Exchange Commission ("SEC"). In addition, the Company's filings with the SEC may be read and copied at the SEC Public Reference Room at 450 Fifth Street, NW Washington, DC 20549.
Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings are also available on the SEC's website at www.sec.govfree of charge as soon as
reasonably practicable after the Company has filed the above referenced reports.

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Business Strategies

The Company has identified the following goals for fiscal 2004:



To
achieve these goals, the Company has adopted the following strategies:

Increase Haggar® Brand Equity.Since the Company's founding in 1926, the Haggar® brand has meant
quality, fit and fashion in men's apparel. The Company is the market leader in sales of men's dress pants, custom-fit suits (separately sized pants and matching jackets which may be
purchased together to form a suit requiring little or no alteration) and sportcoats, and holds the number two market share in men's casual pants, as measured by the National Panel Diary. The
Company believes that consistent product performance, visible national advertising and marketing support are key elements in maintaining and increasing market share. The Company
seeks to continue to enhance the Haggar® brand with products and services that are valued by both retailer customers and value-conscious consumers and to expand Haggar® brand
awareness in the women's wear arena. The Company believes that its fundamental values, including innovative products, excellent service and fair prices, have kept its brand popular with retailer
customers. The Company further supports the brand with co-operative advertising, point-of-sale signage and in-store fixtures. The Company's
comprehensive marketing plan for fiscal 2004 benefits from the Company's long-term presence and leadership as a significant men's wear resource for consumers.

Introduce New Products.During fiscal 2003, the Company introduced the Freedom Khaki and Freedom
Shirt lines, an advancement to khakis and shirts which offers stain resistance and liquid repellancy in 100% cotton, wrinkle-free Haggar® fabric. The Company also
continued to expand its selection of comfort fit waistband men's pants and began offering women's comfort fit waistband pants at major retailers. During fiscal 2004, the Company plans to develop new
men's and women's wear models with a variety of fabrics and styles using the comfort fit waistband.

Expand Licensing of Trademarks.The Company plans to strengthen its market position in men's pants by seeking to further
utilize license agreements with other recognized apparel brands. During fiscal 2003, the Company entered into license agreements to manufacture and market certain men's pants and shorts under the
Kenneth Cole New York® and Reaction Kenneth Cole® trademarks and continued to manufacture and market pants under the Claiborne® license. The Company believes that
these arrangements will provide a meaningful channel for sales growth during fiscal 2004.

Expand Private Label Business.The Company plans to continue to expand its private label women's wear business by leveraging
the Company's expertise gained through the operations of both Women's Wear and The Horizon Group. The Company has developed systems through which to service global customers such as J.C. Penney and
Wal-Mart. The Company will continue to identify opportunities to offer Women's Wear labels using this infrastructure.

Actively Manage Costs and Collections.The Company has implemented expense control initiatives and identified vendors to
provide high-quality, low-cost product sourcing from over 20 foreign countries. The Company's sourcing team seeks to identify, evaluate and take advantage of opportunities to
expand and improve the Company's contracted manufacturing resources and to enhance the Company's supply chain performance. The Company continues to seek to realize greater efficiencies by managing its
apparel product inventory on an as-needed basis. In addition, the Company seeks to continue to actively monitor and pursue collections on its receivables from retailer customers by
continuous follow-ups with customers and monitoring of customer deductions. Bad debts as a

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percentage
of net sales were less than 1.0% in each of the Company's last three fiscal years. The Company anticipates that these initiatives will provide the availability of financial resources to
facilitate future growth.

Pursue Strategic Acquisitions.The Company continues to seek growth through strategic acquisitions. The Company seeks
well-run businesses with proven management teams and strong product recognition in categories that



Products and Major Brands

The Company's apparel products are manufactured with a wide array of fabrics that emphasize style, comfort, fit and performance. The Company is well known for its
use of "performance fabrics" that maintain a fresh, neat appearance. The Company's product lines are currently dominated by natural fiber (wool or cotton) and blended (polyester/wool or
polyester/rayon) fabrics, although the Company also produces some apparel using a single synthetic (polyester or rayon) fabric.

A
significant portion of the Company's apparel lines consists of basic, recurring styles, which the Company believes are less susceptible to "fashion markdowns," as compared with higher
fashion apparel lines. Thus, while the Company strives to offer current fashions and styles, the bulk of its product lines changes relatively little from year to year. This consistency in product
lines helps the Company to operate on a cost-efficient basis and to forecast the demand for particular products.

Haggar®.The Company's Haggar® brand represented 71.6% of its total apparel
sales in fiscal 2003. This brand receives widespread recognition among United States consumers for high quality, affordable men's and women's apparel. The full range of men's products offered by the
Company is marketed under the Haggar® brand, including dress and casual pants, sportcoats, suits, shirts, sweaters and shorts. The Company has developed specific product lines under this
brand, intended to keep the Company in the forefront of the trend among men toward more casual clothing, while maintaining the Company's traditional strength in men's dress apparel. These product
lines include Haggar Black Label®, American Generations®, Collections, City Casuals® and Heritage. In addition, the Company markets a line
of men's activewear under the Haggar Golf brand. The Haggar® brand is also licensed to manufacturers of related apparel and accessories in categories outside the core product
lines of the Company.

The
Haggar Black Label® line comprises the Company's premium quality khakis and dress pants, custom-fit suits and sport coats, sweaters, outerwear, shoes and
socks, dress shirts and ties, belts and wallets, and woven and knit casual shirts. American Generations® is a line composed of 100% cotton khakis and casual pants, shorts, socks, belts,
wallets, sweaters and outerwear. The Collections line comprises dress pants, sport coats, dress shirts and ties, socks, and outerwear. City Casuals® is an urban dweller and
office casual line including knit and woven shirts, pants and jackets, sweaters and sweater vests and outerwear. The Heritage line represents the Company's foundation label consisting of
its historical mainstay products, casual and dress pants and sportcoats. Haggar Golf is a line of men's activewear including shirts, shorts, sweater vests and pants in a variety of colors
and fabrics.

Haggar®
branded women's wear products, including dress and casual pants, shirts, sweaters, vests and skirts, were introduced in fiscal 2000. These products expand on the
Company's reputation for affordable quality and style.

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Haggar®
branded products are sold nationwide primarily in major department stores, including J.C. Penney Company, Inc., May Company Department Stores, Federated
Department Stores, Mervyn's California and Kohl's Department Stores. The Company also markets its
Haggar® branded clothing through its own retail stores located in the Company's Dallas headquarters and in outlet malls throughout the United States.

The Horizon Group.The Company's mass retailer division, The Horizon Group, markets men's apparel
products including dress pants, casual pants, shorts, suits, sportcoats and shirts. These products, which are offered at lower price points than Haggar® brand products, are primarily sold
to Wal-Mart Stores, Inc.

In
addition to manufacturing products under its own labels, the Company also manufactures men's apparel for certain of its customers under the individual store's proprietary label. The
Company's specialty label products are primarily sold to department stores such as J.C. Penney Company, Inc.

Women's Wear.The Company's women's wear subsidiary markets women's sportswear including dresses,
skirts, pants, and vests. These product lines are primarily sold to major department stores, including Dillards and J.C. Penney Company, Inc., and catalog suppliers, such as Coldwater Creek.

Introduction of New Products

The Company emphasizes the introduction of new products in order to capitalize on its brand recognition and retailer relationships. During fiscal 2003, the
Company introduced the Freedom Khaki and Freedom Shirt line, an advancement to khakis and shirts which offers stain resistance and liquid repellancy in 100% cotton,
wrinkle-free Haggar® khaki fabric. The Company has also expanded its selection of comfort fit waistband men's and women's pants. While there is substantial competition in these
markets, the Company believes that it is well positioned to take advantage of market opportunities.

Advertising and Marketing

The Company seeks to promote overall brand awareness for the stable of brands that it owns or licenses, principally through consumer advertising,
in-store shop and fixtured area programs, and retail marketing associates.

The
Company supports the Haggar® brand and other brands such as Kenneth Cole® and Claiborne® through various advertising and promotional programs. The
Company has advertised the Haggar® brand on national and local television and radio and in consumer and trade publications. In addition, the Company participates in
co-operative advertising on a shared cost basis with major retailers in radio, television and various print media.

An
additional feature of the Company's marketing strategy is its in-store shop and fixtured area program, whereby participating retailers set aside floor space highlighted by
distinctive fixtures dedicated for exclusive sale of the Company's products by the retailer. This program enables the retailer to create an environment consistent with the Company's image and to
display and stock a greater volume of the Company's products per square foot of retail space. Such shops and fixtured areas encourage longer term commitment by the retailer to the Company's products.
The Company believes that these shops and fixtured areas increase consumer product recognition and loyalty because of the retail customer's familiarity with the location of the Company's products in
the store.

The
Company also employs an extensive staff of retail marketing associates located throughout the United States. These associates educate the retailers' salespeople about the Company's
current products, provide the Company with first-hand feedback concerning consumer reaction to the Company's products and coordinate the in-store displays with the Company's
retailer customers.

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Trademarks and Licensing

The Company owns many federal trademark registrations and has several new trademark applications pending in the United States Patent and Trademark Office. The
Company has also registered or applied for registration of a number of trademarks for use on a variety of apparel items in various foreign countries. The Company regards its trademarks and other
proprietary rights as valuable assets and believes that they have significant value in the manufacturing and marketing of its products.

The
Company seeks to capitalize on consumer recognition and acceptance of the Haggar® brands by licensing, both domestically and internationally, the use of these trademarks
on a variety of products. Typically, the licensee's agreement with the Company gives the licensee the right to produce, market and sell specified products in a particular country or region under one
or more of the Company's trademarks. For example, the Company has granted exclusive domestic licenses to unaffiliated manufacturers for the production and marketing of men's leather goods, neckwear,
dress shirts, sweaters, hosiery and outerwear under the Haggar® trademark.

In
addition to using and licensing its own trademarks, the Company is the licensee of certain trademarks owned by other apparel companies. The Company has entered into license agreements
to manufacture and market certain men's pants and shorts under the Kenneth Cole New York®, Reaction Kenneth Cole® and Claiborne® trademarks. A similar
DKNY® license expired on June 30, 2003. The Claiborne® license expires in December 2005, and the Kenneth Cole New
York® and Reaction Kenneth Cole® licenses expire in December 2006. All of the licenses are subject to renewal by the Company for an additional five years, provided that
certain net sales thresholds are obtained by the Company. The Company estimates that the net sales levels will be met for the renewal of these licenses.

Manufacturing and Materials Sourcing

Products sold by the Company's various divisions are manufactured to the designs and specifications (including fabric selections) of designers employed by those
divisions.

As
part of the Company's strategy to source production internationally, during fiscal 2002 and 2001, the Company closed its remaining domestic manufacturing facilities and in fiscal 2003
closed a manufacturing facility in the Dominican Republic. See "Item 7.Management's Discussion and Analysis of Financial Condition and Results of OperationsBusiness
Reorganization" for additional discussion of these plant closures.

As
a result of the Company's international production strategy, during fiscal 2003 less than 1% of the Company's products (measured in units) were produced in the United States, with the
balance manufactured in foreign countries. Domestic manufacturing during fiscal 2003 consisted exclusively of women's apparel produced by unaffiliated companies. Approximately 12% of the Company's
foreign-made products were manufactured by facilities owned by the Company in Mexico and the Dominican Republic, with the remaining foreign-made products manufactured by
unaffiliated companies in Asia, South America, Central America, Mexico, Africa and the Dominican Republic. The Company has no long-term contracts with any of its suppliers, but does not
anticipate a shortage of manufacturing services in fiscal 2004.

Raw
materials used in the Company's manufacturing operations consist mainly of fabrics made from cotton, wool, synthetics and blends of synthetics with cotton or wool. These fabrics are
purchased principally from major textile producers located in the United States. In addition, the Company purchases trim items such as buttons, thread and zippers from a large number of other
suppliers. Ten vendors supplied approximately 70% of the Company's fabric and trim requirements during the fiscal

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year
ended September 30, 2003. The Company has no long-term contracts with any of its third-party manufacturers, but does not anticipate substantial shortages of raw materials in
fiscal 2004.

Distribution

In the United States, wholesale and retail distribution occurs at its Customer Service Center in Fort Worth, Texas, which consists of approximately 660,000 square
feet of warehouse space. The facility is owned by the Company and is staffed by employees under the complete control of the Company. The Fort Worth facility is the Company's main customer service
center and incorporates state-of-the-art systems and equipment to monitor and track all the Company's product to ensure efficient and effective shipping
capabilities and enhanced functionality to allow the Company to offer value-added services to our customers including special ticketing, customer-specific stock keeping unit information, and
product-enhancing packaging. The Company's Canadian and United Kingdom distribution is performed by third party logistics companies.

Quality Control

The Company's quality control program is designed to ensure that goods meet the Company's standards. The Company inspects prototypes of each product prior to
production and performs several in-line inspections and a final inspection prior to shipment. Most finished goods for domestic distribution are shipped to the Company's Customer Service
Center for re-inspection and distribution. The Company also uses third-party warehouses during peak shipping times. Finished goods shipped from third-party warehouses are subject to the
same inspection standards as those shipped from the Customer Service Center.

Management Information Systems

The Company believes that high levels of automation and technology are essential to maintain its competitive position, and the Company continues to invest in
computer hardware, systems applications and networks to enhance and speed the apparel design process, to support the sale and distribution of products to its customers and to improve the integration
and efficiency of its operations. The Company utilizes computer-aided design stations for use by the design teams, which provide timely translations of designs into sample depictions varying in color,
cut and style. The Company also uses an Electronic Data Interchange ("EDI") system to receive on-line orders from its customers and a related electronic method to accumulate sales
information on its products. This technology enables the Company to provide valuable sales and inventory maintenance information to its customers who have adopted such technology. The Company's larger
customers communicate with the Company through EDI technology.

Dependence on Key Customers

The Company's largest customer, J.C. Penney Company, Inc., accounted for approximately 20%, 21% and 23% of the Company's net sales during the fiscal years
ended September 30, 2003, 2002 and 2001, respectively, and approximately 32% and 25% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. The
Company's second largest customer, Kohl's Department Stores, Inc., accounted for approximately 16%, 16% and 12% of the Company's net sales during the fiscal years ended September 30,
2003, 2002 and 2001, respectively, and approximately 17% and 13% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. The Company's third largest
customer, Wal-Mart Stores, Inc., accounted for approximately 8%, 9% and 11% of the Company's net sales for the fiscal years ended September 30, 2003, 2002, and 2001,
respectively, and approximately 5% and 6% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. No other customer accounts for more than 10% of net
sales or trade receivables. The loss of the business of one or more of the Company's larger customers could

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have
a material adverse effect on the Company. The Company has no long-term commitments or contracts with any of its customers.

Competition

The apparel industry is highly competitive due to its fashion orientation, its mix of large and small producers, the flow of imported merchandise and a wide
variety of retailing methods. The Company competes with numerous domestic and foreign designers, brands and manufacturers of apparel products, some of which may be significantly larger and have
greater marketing and financing resources than the Company. Intense competition in the apparel industry can result in significant discounting and lower gross margins. As measured by the National Panel
Diary, the Company is the market leader in sales of men's dress pants, custom-fit suits (separately sized pants and matching jackets which may be purchased together to form a suit
requiring little or no alteration) and sportcoats, and holds the number two market share in men's casual pants.

The
principal elements of competition in the apparel industry include style, quality and price of products, brand loyalty and advertising. The Company's product innovations and
value-added services, such as floor-ready merchandise, electronic data interchange, fixturing and concept shops, position it to compete as a market leader. The Company also believes that its brand
recognition, merchandise with relatively low vulnerability to changing fashion trends, and affordable pricing enhance its competitive position in the apparel industry. Additionally, the Company
believes its advertising campaigns promote consumer demand for its products and enhance its brand and Company name recognition and image.

Seasonality

During the last three fiscal years, the Company's sales have exhibited some seasonality with higher sales and income in its second and fourth quarters, which is
prior to the selling season for spring and fall merchandise, respectively. See "Item 7, Management's Discussion and Analysis of Financial Condition and Results of OperationsSeasonality."

Order Backlog

A substantial portion of the Company's net sales is based on orders for immediate delivery, or so-called "soft-planning orders," submitted
by apparel retailers (which do not constitute purchase commitments). An analysis of backlog is not, therefore, necessarily indicative of future net sales. Retailers' use of such
soft-planning orders increases the difficulty of forecasting demand for the Company's products.

Employees

As of September 30, 2003, the Company employed approximately 1,500 persons domestically and approximately 1,900 persons in foreign countries. In fiscal
2003, approximately 1,800 employees were engaged in manufacturing operations and the remainder were employed in executive, marketing, wholesale and retail sales, product design, engineering,
accounting, distribution and purchasing activities. None of the Company's domestic employees are covered by a collective bargaining agreement with any union. While the Company is not a party to any
collective bargaining agreements covering its foreign employees, applicable labor laws may dictate minimum wages, fringe benefit requirements and certain other obligations. The Company believes that
relations with its employees are good.

Risks Related to the Company's Business

An investment in the Company involves certain risks and uncertainties. The risks and uncertainties described below and elsewhere in this Annual Report on
Form 10-K should be carefully considered. If

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any
of the events described below or elsewhere occurs, the Company's business could be adversely affected in a material way.

Dependence on Key Customers

The Company's largest customer, J.C. Penney Company, Inc., accounted for approximately 20%, 21% and 23% of the Company's net sales during the fiscal years
ended September 30, 2003, 2002 and 2001, respectively, and approximately 32% and 25% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. The
Company's second largest customer, Kohl's Department Stores, Inc., accounted for approximately 16%, 16% and 12% of the Company's net sales during the fiscal years ended September 30,
2003, 2002 and 2001, respectively, and approximately 17% and 13% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. The Company's third largest
customer, Wal-Mart Stores, Inc., accounted for approximately 8%, 9% and 11% of the Company's net sales for the fiscal years ended September 30, 2003, 2002, and 2001,
respectively, and approximately 5% and 6% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. No other customer accounts for more than 10% of net
sales or trade receivables. The loss of the business of one or more of these customers could have a material adverse effect on the Company.

Uncertainties in Apparel Retailing

The apparel industry historically has been subject to substantial cyclical variations, and a recession in the general economy or uncertainties regarding future
economic prospects that affect consumer spending habits could have a material adverse effect on the Company. While various retailers, including some of the Company's customers, experienced financial
difficulties in the past three years, which increased the risk of extending credit to such retailers, the Company's bad debt experience has been limited. Under the Company's current credit and
collection arrangements, the bankruptcy of a customer which continues to operate and carry the Company's products should not have a material adverse effect on the Company.

Competition

The apparel industry is highly competitive in the United States and abroad. The Company competes with numerous domestic and foreign designers, brands and
manufacturers of apparel, some of which may be significantly larger and have greater marketing and financial resources than the Company. Management believes that the Company's ability to compete
effectively depends upon its continued flexibility in responding to market demand and its ability to offer fashion conscious consumers a wide variety of high quality apparel at competitive prices.

Dependence on Third-Party Manufacturers

The Company is dependent upon third parties for the manufacture of approximately 88% of its products. The inability of a manufacturer to ship orders of the
Company's products in a timely manner, including as a result of local financial market disruption which could impair the ability of such suppliers to finance their operations, or to meet quality
standards, could cause the Company to miss the delivery date requirements of its customers for those items, which could result in cancellation of orders, refusal to accept deliveries or a reduction in
purchase prices, any of which could have a material adverse effect on the Company's financial condition and results of operations. The Company has no long-term formal arrangements with any
of its suppliers and historically has experienced only limited difficulty in satisfying its raw material and finished goods requirements. Although the Company believes it could replace such suppliers
without a material adverse effect on the Company, there can be no assurance that such suppliers could be replaced in a timely manner and the loss of such suppliers could have a material adverse effect
on the Company's short-term operating results.

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Substantially
all of the Company's products are manufactured outside the United States. The Company's foreign production and sourcing operations are subject to various risks of doing
business abroad, including quotas, work stoppages and other restrictions and regulations relating to imports and, in certain parts of the world, political or economic instability. Although the
Company's operations have not been materially adversely affected by any of such factors to date, any substantial disruption of its foreign production or supply could adversely affect its operations.
Some of the Company's imported merchandise is subject to United States Customs duties. In addition, bilateral agreements between the major exporting countries and the United States impose quotas which
limit the amounts of certain categories of merchandise that may be imported into the United States. Any material increase in duty levels or material decrease in quota levels, or material decrease in
available quota allocations could materially adversely affect the Company.

Dependence on Fort Worth Distribution Center

The Company operates the majority of its warehouse and distribution activities in the United States out of its main distribution center in Fort Worth, Texas. Any
major work disruption at the Company's Fort Worth facility could have a material adverse effect on the Company. Although the Company believes it could utilize other warehousing companies to satisfy
its shipping and distribution functions, there can be no assurance that these warehousing companies could be utilized in a timely manner, and the inability to service the Company's customers for any
period of time could materially adversely affect the Company.

Risks of Acquisition Strategy

The Company seeks growth through strategic acquisitions of other apparel businesses. However, the Company cannot assure that its acquisition strategy will be
successful. The success of the Company's acquisition strategy is dependent upon a number of factors, including:



Acquisitions
involve a number of other risks, including diversion of management's attention from other business concerns and the assumption of known or unknown liabilities of acquired
businesses. The integration of acquired businesses may place significant strains on the Company's current operating and financial systems and controls. The Company may not successfully overcome these
risks or any other problems encountered in connection with its acquisition strategy.

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ITEM 2. PROPERTIES

The Company's principal executive offices are currently located at 6113 Lemmon Avenue, Dallas, Texas 75209. Effective January 8, 2004, the Company expects
to relocate its principal executive offices to 11511 Luna Road, Dallas, Texas 75234. The general location, use, approximate size and information with respect to the ownership or lease of the Company's
principal properties currently in use are set forth below:

Location

Use

Approximate
Square Footage

Owned/
Leased

Lease
ExpirationDallas, Texas(1)

New Headquarters

180,000

OwnedDallas, Texas(1)

Old Headquarters and
    Retail Store

220,000

Leased

Fiscal 2004Dallas, Texas(1)

Women's Wear
    Division Headquarters
    and Warehouse

121,000

Leased

Fiscal 2005Fort Worth, Texas

Warehouse & Distribution

660,000

OwnedWeslaco, Texas(2)

Fabric Cutting

115,000

OwnedWeslaco, Texas

Warehouse

137,000

OwnedLeon, Mexico

Manufacturing

39,000

OwnedLa Romana, Dom. Rep.

Manufacturing

41,000

Leased

Fiscal 2004Oklahoma City(3)

N/A

95,000

Leased

Fiscal 2011Various (69 locations)(4)

Retail Sales

233,000

Leased

Fiscal 2004-2009


---

All of the properties owned by the Company are free from material encumbrances, except the Company's closed fabric cutting facility located at
Weslaco, Texas, which is subject to a lien securing an industrial revenue bond financing in the amount of $2.2 million. The Company believes that its existing facilities are well maintained, in
good operating condition and adequate for its present and anticipated levels of operations.

Future
manufacturing needs are anticipated to be met through owned facilities and through the use of outside contractors. The Company's Customer Service Center in Fort Worth, Texas, is
expected to meet the Company's distribution requirements for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

The Company has been named as a defendant in several legal actions arising from its operations in the normal course of business, including actions brought by
certain terminated employees. Although exact settlement amounts, if any, related to these actions cannot accurately be predicted, the claims and damages alleged, the progress of the litigation to
date, and past experience with similar litigation leads

13

---

the
Company to believe that any liability resulting from these actions and those described below will not individually, or collectively, have a material adverse effect on the Company.

The
Company is a defendant in a wrongful termination lawsuit in which a jury rendered a verdict in favor of the plaintiff against the Company in the amount of $843,000, subject to
potential doubling in the event judgment is entered on a jury verdict of willful discrimination, plus pre- and post-judgment interest and attorneys' fees. The trial court judge
reversed the jury's verdict and rendered a judgment in favor of the Company granting zero damages to the plaintiff. The plaintiff appealed the judgment to the Fifth Circuit Court of Appeals, which
reversed the judgment of the trial court and remanded the matter back to the trial court for further proceedings. The Company believes that the Court of Appeals missed several key points of law, which
were recognized by the original judgment in the trial court. In addition to defending the case as remanded for further proceedings to the trial court, the Company intends to seek review of this case
by the United States Supreme Court.

The
Company also is a defendant in an action for trademark infringement, among other causes of action. Although the plaintiff in the case sought a preliminary injunction against the
Company, the trial court ruled in favor of the Company and denied the injunction. On appeal, the United States Court of Appeals for the Ninth Circuit affirmed the trial court's decision in favor of
the Company. Trial is
currently scheduled to occur in February 2004. The parties met to mediate the case, but mediation was unsuccessful.

During
fiscal 2003, one attorney filed four separate suits against certain subsidiaries of the Company and alleged a total of approximately 2,200 former employees had been injured by
airborne fibers and chemicals in certain of the Company's now closed facilities located in south Texas. (All proceedings in one suit naming over 2,100 plaintiffs are presently stayed due to the
unrelated bankruptcy of one of the other defendants.) The Company believes, after taking discovery in the first of these four cases, that all of these cases and claims are frivolous and that the
plaintiffs have no factual or legal basis for their allegations. In addition, the Company believes that it has meritorious defenses to the asserted claims. The Company intends to vigorously defend all
of these suits.

Two
jury verdicts totaling $5.2 million have been returned against subsidiaries of the Company related to claims by former employees of now closed manufacturing facilities for
wrongful discharge and common law tort. One of the verdicts was settled in fiscal 2002 for $1.3 million. The other case is currently on appeal, as management, based on the advice of legal
counsel, believes the verdict in this lawsuit is both legally and factually incorrect.

The
Company maintains general liability, workers' compensation and employers liability insurance. The Company intends to pass the costs associated with lawsuits to its insurance
carriers, under the applicable policies, if any, subject to the deductible limits and other provisions and exclusions of those policies.

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

No matters were submitted to a vote of the Company's stockholders, through the solicitation of proxies or otherwise, during the fourth quarter ended
September 30, 2003.

14

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Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

The Company's common stock is quoted on the Nasdaq National Market System under the symbol "HGGR." The following table sets forth, for the fiscal quarters
indicated, the high and low sales prices for the common stock as reported by the Nasdaq National Market System and the dividends paid per share of common stock.

Fiscal Quarter2003

1st

2nd

3rd

4thHigh


13.78


12.90


12.50


15.53Low


9.20


9.90


9.99


12.26Dividend

$
0.05

$
0.05

$
0.05

$
0.05Fiscal Quarter2002

1st

2nd

3rd

4thHigh


12.06


13.25


16.59


16.00Low


10.35


10.47


12.50


10.00Dividend

$
0.05

$
0.05

$
0.05

$
0.05


As
of December 4, 2003, the Company had approximately 136 stockholders of record.

Dividends

The Company has paid a quarterly cash dividend of $0.05 per share of common stock since April 1993. Subject to contractual restrictions on the Company's
ability to pay cash dividends, the Company currently intends to continue paying quarterly cash dividends on its common stock. The amount of any such dividends will be determined at the discretion of
the Company's board of directors and will depend on the Company's earnings, financial condition, ability to fund its capital requirements and other factors that the board of directors deems relevant.
The Company's revolving credit facility prohibits the payment of any dividend if a default exists after giving effect to such a dividend. Certain of the Company's long-term debt facilities
contain restrictions on the ability of the Company's subsidiaries to transfer funds to Haggar Corp.

15

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about Common Stock that may be issued upon the exercise of options under the Company's long-term incentive
plan adopted in fiscal 1992 and options, restricted shares and rights without accompanying options under the long-term incentive plan adopted in fiscal 2003:

|Plan Category                                             |  | (a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights |     | (b) Weighted
Average
Exercise Price
of Outstanding
Options, Warrants
and Rights(1) |       | (c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a)) |         | (d) Total of
Securities Reflected
in Columns
(a) and (c)
|--------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --- | ---------------------------------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------- | ------- | --------------------------------------------------------
|Equity Compensation Plans Approved by Stockholders        |  | 1,118,141                                                                                       | (2) | $                                                                                  | 12.51 |                                                                                                                                                 | 575,000 | (4)                                                     
|Equity Compensation Plans Not Approved by Stockholders(3) |  | 59,488                                                                                          |     | $                                                                                  | 12.51 |                                                                                                                                                 |        |                                                         
|                                                          |  |                                                                                                 |     |                                                                                    |       |                                                                                                                                                 |         |                                                         
|Total                                                     |  | 1,177,629                                                                                       |     | $                                                                                  | 12.51 |                                                                                                                                                 | 575,000 |                                                         
|                                                          |  |                                                                                                 |     |                                                                                    |       |                                                                                                                                                 |         |                                                         

---

16

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

|                                                                                                     |                    | Year Ended September 30, |         
|---------------------------------------------------------------------------------------------------- | ------------------ | ------------------------ | --------
|
|
|Income Statement Data:                                                                               |                    |                          |         
|Net sales                                                                                            |                    |                          | 482,375 
|Cost of goods sold                                                                                   |                    |                          | 353,091 
|Reorganization costs                                                                                 |                    |                          |        
|                                                                                                     |                    |                          |         
|Gross profit                                                                                         |                    |                          | 129,284 
|Selling, general and administrative expenses                                                         |                    |                          | (119,300
|Royalty income                                                                                       |                    |                          | 1,593   
|Other income (expense), net                                                                          |                    |                          | 6,687   
|Interest expense                                                                                     |                    |                          | (2,535  
|                                                                                                     |                    |                          |         
|Income (loss) before provision (benefit) for income taxes and cumulative effect of accounting change |                    |                          | 15,729  
|Provision (benefit) for income taxes                                                                 |                    |                          | 5,873   
|                                                                                                     |                    |                          |         
|Income (loss) before cumulative effect of accounting change                                          |                    |                          | 9,856   
|Cumulative effect of accounting change                                                               |                    |                          |        
|                                                                                                     |                    |                          |         
|Net income (loss)                                                                                    |                    | $                        | 9,856   
|                                                                                                     |                    |                          |         
|Net income (loss) per common share                                                                   |                    |                          |         
|                                                                                                     | on a diluted basis |                          | $       
|                                                                                                     | on a basic basis   |                          | $       
|Cash dividends declared per common share                                                             |                    | $                        | 0.20    
|Weighted average number of common shares                                                             |                    |                          |         
|                                                                                                     | on a diluted basis |                          |         
|                                                                                                     | on a basic basis   |                          |         
|Balance Sheet Data (at period end):                                                                  |                    |                          |         
|Working capital                                                                                      |                    | $                        | 106,181 
|Total assets                                                                                         |                    |                          | 238,207 
|Long-term debt                                                                                       |                    |                          | 5,671   
|Stockholders' equity                                                                                 |                    |                          | 153,417 

Footnotes to Selected Consolidated Financial Data(in millions, net of tax)

Fiscal 2003

Net income during fiscal 2003 included a gain of $3.7 million on the sale of the Company's corporate headquarters, which was classified as other income
(expense), net. Net income also included $0.8 million in legal and professional fees incurred in connection with a proxy contest involving a Company stockholder, $0.1 million related to
a reduction in force in the Women's Wear subsidiary and $0.3 million related to settlement of a lawsuit with the landlord of the Women's Wear subsidiary headquarters, and all of these charges
were classified as selling, general and administrative expenses.

Fiscal 2002

Net loss during fiscal 2002 included a $0.6 million charge for the closure of its Weslaco, Texas cutting operations, the reversal of a facility
write-down of $1.3 million which was originally recorded in connection with the closure of the Edinburg, Texas facility in fiscal 2001, a $0.4 million charge related to the
closure of one of the Company's manufacturing facilities in the Dominican Republic, and the reversal of the legal reserve by $1.9 million to income due to the settlement of an outstanding
lawsuit. These amounts were all classified as reorganization costs. Net loss also included a $0.6 million charge as the Company announced the streamlining of its sales force, which was
classified as selling, general and administrative expense.

17

---

Net
loss also included a $15.6 million impairment of goodwill related to the 1999 acquisition of the Women's Wear subsidiary for $39.3 million, as the Company adopted
SFAS 142. There was no tax benefit associated with the impairment charge, which was recorded in cumulative effect of accounting change. In accordance with SFAS 142, the Company ceased
amortization of goodwill as of October 1, 2001. Net income (loss) for fiscal 2001, 2000 and 1999 included amortization expense of $1.5 million, $1.5 million and
$1.0 million, respectively, which was classified as selling, general and administrative expense.

Fiscal 2001

Net loss during fiscal 2001 included a $13.9 million charge to reorganization costs, as the Company restructured its worldwide manufacturing capacity by
closing the Edinburg, Texas facility and eliminating its Japan operations.

Fiscal 1999

Net income during fiscal 1999 included a gain of $2.6 million related to insurance proceeds received in excess of losses incurred as a result of the damage
caused by Hurricane Georges in September 1998 at two of the Company's leased manufacturing facilities, which was classified as other income (expense), net.

Other Footnotes to Selected Consolidated Financial Data(in millions, pre-tax)

During fiscal 2003 and 2002, the Company classified certain inventoriable costs of $8.3 million and $8.7 million, respectively, which had
historically been classified as selling, general and administrative expenses, to costs of goods sold.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated results of operations and financial condition of the Company should be read in conjunction with the
accompanying consolidated financial statements and related notes contained in "Item 8, Financial Statements and Supplementary Data" to provide additional information concerning the Company's financial
activities and condition.

Overview

The Company designs, manufactures, imports and markets casual and dress men's and women's apparel products, including pants, shorts, suits, sportcoats, sweaters,
shirts, dresses, skirts and vests in the United States and abroad. The Company's operations are organized into three business units, wholesale, retail and licensing, each of which offers similar
products through different distribution channels. The Company's wholesale segment, which sells apparel products through approximately 10,000 retail stores operated by the Company's retail customers,
is the primary distribution channel through which the Company sells its products. The Company's retail segment markets Haggar® branded products through 70 Company operated retail stores
located in the Company's Dallas headquarters and in outlet malls throughout the United States, and the Company's licensing segment generates royalty income by licensing the Company's trademarks for
use by other manufacturers of specified products in specified geographic regions.

Critical Accounting Policies

There have been no material changes to the Company's critical accounting policies during fiscal 2003.

18

---

Management's
Discussion and Analysis discusses the results of operations and financial condition as reflected in the Company's consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to
accounts receivable, inventory valuation, amortization and recoverability of long-lived assets, including goodwill, litigation accruals, the calculation of workers' compensation
liabilities, revenue recognition, and reorganization charges. Management bases its estimates and judgments on the Company's substantial historical experience and other relevant factors, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

While
the Company believes that the historical experience and other factors considered provide a meaningful basis for the accounting policies applied in the preparation of the
consolidated financial statements, the Company cannot guarantee that its estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, the Company may be
required to make adjustments to these estimates in future periods.

Accounts Receivable

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our trade customers to make required payments. The
Company provides a general allowance for customer accounts based on historical collection and write-off experience, and a specific allowance for any individually significant customers who
are known to be experiencing financial difficulties. Judgment is critical because some retail customers have experienced financial difficulties. If the financial condition of such retail customers
were to worsen, additional allowances might be required.

Inventories

The Company's inventories are valued at the lower of cost or market value. All stock-keeping units (SKUs) in inventory are evaluated to determine excess or slow
moving SKUs based on orders on hand and projections of future demand and market conditions. For those units in inventory that are so identified, the Company estimates market value or net sales value
based on current realization trends. If the projected net sales value is less than cost, on an individual SKU basis, inventory is valued at the projected net sales value. This methodology recognizes
projected inventory losses at the time such losses are evident rather than at the time goods are actually sold. The Company also identifies slow moving and obsolete piece goods and trimming supplies
that are not forecasted to be used in production and records an allowance for those items. Additionally, the Company relies on cycle counts at its warehouse and distribution center to measure
inventory quantities on hand, as a full physical inventory is not performed on an annual basis. The Company records a reserve to reflect estimated count differences based on the results of cycle
counts performed.

Impairment of Long-Term Assets, Including Goodwill

In assessing the recoverability of the Company's fixed assets, goodwill and other non-current assets, the Company considers changes in economic
conditions and makes assumptions regarding estimated future cash flows and other factors. If these estimates or their related assumptions change in the future, the Company may be required to record
impairment charges.

19

---

Litigation and Tax Assessments

From time to time, the Company is subject to lawsuits and other claims, primarily related to employees. The Company assesses the likelihood of any adverse
judgments or outcomes to these matters as well as the potential range of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after careful
analysis of each matter. The required accrual may change in the future due to new developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with these
matters. The Company does not presently believe that any such matter will have a material adverse effect on the Company.

Additionally,
the Company is periodically engaged in various tax audits by federal and state governmental authorities incidental to its business activities. The Company records reserves
for its estimated probable losses for certain of these proceedings. It is possible that additional losses associated with these audits will be incurred, and the amounts could be material.

Healthcare and Workers' Compensation Liabilities

The Company records estimates for certain healthcare and workers' compensation costs that are self-insured programs. These reserves and the related
benefit expenses are developed using actuarial principles and assumptions which consider a number of factors, including historical claim experiences. Each period, the Company estimates the relevant
factors, based primarily on historical data, and uses this information to determine the assumptions underlying its reserve calculations. An extensive degree of judgment is used in this estimation
process. Should a greater amount of claims occur than what was estimated or costs of medical care increase beyond what was anticipated, reserves recorded may not be sufficient and additional charges
to the consolidated financial statements could be required.

Revenue Recognition

Revenue from the sale of products is generally recognized upon shipment of products to customers. Allowances for estimated returns, discounts and retailer
promotions and incentives are recognized when sales are recorded and are based on historical trends. Significant management judgments and estimates must be made and are used in connection with
establishing these allowances in any accounting period. Material differences may result in the amount and timing of our revenues for any period if management makes different judgments or utilizes
different estimates.

Reorganization Charges

The Company has provided for reorganization charges in fiscal 2002 and 2001 to reduce the manufacturing and administrative cost structure and to exit
underperforming businesses. These charges were based on judgments about the future net realizable value of assets of closed facilities, net realizable value of other assets to be disposed of and exit
costs to be incurred for severance and other liabilities. If actual amounts differ from the estimates, adjustments will be required in future consolidated statements of operations and comprehensive
income.

20

---

Results of Operations

The following table sets forth selected consolidated financial data expressed as a percentage of net sales for each of the fiscal years ended September 30,
2003, 2002 and 2001.

Year Ended September 30,2003

2002

2001Net sales

100.0
%
100.0
%
100.0
%Cost of goods sold

(73.2
)
(73.0
)
(69.2
)Reorganization costs



0.8

(4.5
)Gross profit

26.8

27.8

26.3Selling, general and administrative expenses

(24.8
)
(24.6
)
(27.9
)Royalty income

0.3

0.3

0.4Other income (expense), net

1.4

0.1

0.0Interest expense

(0.5
)
(0.7
)
(1.2
)Income (loss) before provision (benefit) for income taxes and cumulative effect of accounting change

3.2

2.9

(2.4
)Provision (benefit) for income taxes

1.2

1.2

(0.5
)Income (loss) before cumulative effect of accounting change

2.0

1.7

(1.9
)Cumulative effect of accounting change



(3.2
)
Net income (loss)

2.0
%
(1.5
)%
(1.9
)%


Business Reorganization

The Company's strategy has been to source production internationally in order to remain competitive in the apparel marketplace and to provide
high-quality, low-cost products as a value to its customers. The 2002 and 2001 reorganizations were the results of this strategy.

2002 Reorganization

In January 2002, the Company announced plans to close its cutting facility in Weslaco, Texas. Accordingly, the Company recorded a $1.0 million
pre-tax charge to operations for reorganization costs in the second quarter of fiscal 2002. All 142 employees at the Weslaco facility were terminated in conjunction with the closure, which
was completed in June 2002. The 2002 reorganization has been completed and actual amounts paid pursuant to the plan approximated the initial $1.0 million charge.

In
conjunction with the closure of the Edinburg, Texas manufacturing facility in fiscal 2001 (see2001 Reorganizationbelow), the net book
value of the facility of $2.2 million was written off since the net realizable value of the facility was expected to be insignificant. Subsequent to marketing this facility nationally, having
appraisals completed on the property, and receiving an initial offer for this facility during the second quarter of fiscal 2002 (in excess of the pre-closure net book value), the Company
reversed the original facility write-down and classified the facility as an asset held for sale. The $2.2 million reversal was recorded as a credit to reorganization costs in the
income statement in the second quarter of fiscal 2002. In March 2003, the Company sold the facility for net cash proceeds of $2.5 million. The sale resulted in a pre-tax gain
of approximately $0.3 million, which was recorded in other income (expense), net.

In
September 2002, the Company announced plans to close one of its manufacturing facilities in the Dominican Republic. Accordingly, the Company recorded a $0.6 million
pre-tax charge to operations for reorganization costs in the fourth quarter of fiscal 2002. All 341 employees at the facility were terminated in conjunction with the closure, which was
completed in November 2002. Severance payments of $0.5 million and other employee termination and administrative costs of $0.1 million were paid during fiscal 2003.

21

---

Also
in September 2002, the Company settled a pending lawsuit for $1.3 million related to a claim by a former employee of a closed facility for wrongful discharge. As a
result of this settlement, the Company recorded a $3.2 million credit to reorganization costs in the fourth quarter of fiscal 2002.

The
following summarizes the reorganization costs included in gross profit for the fiscal year ended September 30, 2002 ("2002 Reorganization Activities") (in thousands):

Weslaco, Texas cutting facility closing

$
1,000Edinburg, Texas facility write-down reversal


(2,157
)Dominican Republic manufacturing facility closing


589Reduction of legal reserve


(3,244
)Total reorganization costs

$
(3,812
)


In
addition to the reorganization activities noted above, the Company reduced its sales force during the fourth quarter of fiscal 2002, terminating 6 employees. As a result, the Company
recorded a $1.0 million pre-tax charge to operations in selling, general and administrative expenses. The Company paid $0.8 million in severance payments during fiscal 2003,
and periodic severance payments to these terminated employees will continue through January 2004. The remaining $0.2 million in severance payments have been included in accrued
liabilities as of September 30, 2003.

2001 Reorganization

In March 2001, the Company announced plans to close its manufacturing facility in Edinburg, Texas, and its operations in Japan. The Company recorded a
$20.8 million charge to operations ($14.3 million after taxes) in the second quarter of fiscal 2001. The charge consisted of $8.6 million in legal costs, $8.1 million in
employee termination and related costs, $3.1 million in plant and equipment impairments and $1.0 million in other asset write downs. A $0.7 million pre-tax reduction
of the charges for the 2001 reorganization was credited to operations in the fourth quarter of fiscal 2001 as a result of lower than expected costs related to terminated employees and better than
expected recoveries on equipment, offset by lower than anticipated recoveries on inventories and receivables in Japan.

The
$8.6 million charge for legal costs included a $1.6 million cash settlement for certain claims and $7.0 million for estimated losses on unsettled claims against
the Company, including two jury verdicts totaling $5.2 million, which were returned against subsidiaries of the Company. One of the verdicts was settled in September 2002 for
$1.3 million (See2002 Reorganizationabove). The other case is currently on appeal. Many of the legal claims against the Company related to
claims for wrongful discharge and common law tort by former employees of the Company's sewing facilities in south Texas that were closed in previous years.

Severance
and other employee related payments of $6.0 million have been made as of September 30, 2003.

Liabilities
for the 2001 reorganization costs are summarized as follows(in millions):

|                                       |  | Balance
March 31,
2001 |     | Payments |   | Adjustments |   | Balance
September 30,
2003
|-------------------------------------- |  | ---------------------- | --- | -------- | - | ----------- | - | --------------------------
|Employee termination and related costs |  | $                      | 8.1 |          | $ | (6.0        | ) | $                         
|Legal costs                            |  |                        | 8.6 |          |   | (3.9        | ) |                           

22

---

Fiscal 2003 Compared to Fiscal 2002

Net Sales

Net sales increased $0.5 million, or 0.1%, to $482.4 million in fiscal 2003, compared to net sales of $481.8 million in fiscal 2002. The
increase in net sales during fiscal 2003 is primarily attributable to increased sales of Haggar® branded products to a few key customers due to the introduction of new programs in fiscal
2003, increases in Claiborne® sales primarily due to increased orders for casual pants, and sales from the new Kenneth Cole® license agreement. These increases were offset by a
decrease in sales at the Women's Wear subsidiary due to a reduction in sales to specialty stores. The net sales increase was also offset by the termination of the DKNY® license in
June 2003. Unit sales increased 7.1%, and the average sales price decreased 7.0%.

Gross Profit

Gross profit as a percentage of net sales decreased to 26.8% in fiscal 2003, compared to 27.8% in fiscal 2002. Absent the impact of the reorganization costs
previously discussed, the gross profit percentage would have been comparable to fiscal 2003, or 27.0% in fiscal 2002.

Selling, General and Administrative Expenses

Selling, general and administrative expense as a percentage of net sales was 24.8% in fiscal 2003 which is comparable to 24.6% in fiscal 2002. The
$0.9 million, or 0.7%, increase in selling, general and administrative expenses primarily relates to an increase in media advertising expense of $3.1 million to introduce the
Haggar® comfort fit waist pants, $1.2 million in legal and professional fees incurred in a proxy contest involving a Company stockholder, $0.5 million related to the
settlement of a lawsuit with the landlord of the Company's Women's Wear subsidiary headquarters, a $0.2 million severance charge related to a reduction in force in the Women's Wear subsidiary
and a net increase of $0.3 million in other selling, general and administrative expenses. The expense increases were offset by a $3.4 million decrease in co-operative
advertising expense and a $1.0 million severance charge related to a reduction of the Company's sales force in fiscal 2002.

Royalty Income

Royalty income increased $0.3 million, or 20.1%, to $1.6 million for fiscal 2003, compared to $1.3 million in fiscal 2002 primarily
attributable to an increase in sales for the Company's licensees, as well as increased contractual minimum royalties due for some of the Company's licensees during the fiscal year.

Other Income (Expense), Net

Other income (expense), net, increased $6.1 million to $6.7 million for fiscal 2003, compared to $0.6 million in fiscal 2002, primarily
attributable to the sale of the Company's corporate headquarters facility to a third party for net proceeds of approximately $15.0 million, resulting in a pre-tax gain of
$5.9 million. The Company also sold manufacturing facilities during each of the fiscal years for pre-tax gains of $0.3 million and $0.5 million during fiscal 2003 and
2002, respectively.

Interest Expense

Interest expense decreased $1.1 million, or 29.6%, to $2.5 million, compared to $3.6 million in fiscal 2002, primarily due to significantly
reduced debt levels throughout the fiscal year, combined with lower interest rates on variable rate debt.

23

---

Income Taxes

The Company's income tax provision as a percentage of income before income tax and cumulative effect of accounting change was 37.3% in fiscal 2003. Comparatively,
the Company's income tax provision as a percentage of income before income tax and cumulative effect of accounting change was 42.1% in fiscal 2002. The fiscal 2003 and 2002 effective rates exceeded
the statutory federal tax rate of 35% primarily as a result of state income taxes. The 4.8% decrease in the effective rate from fiscal 2002 to fiscal 2003 is primarily due to foreign losses incurred
in 2002 which did not recur in 2003 and certain other permanent items.

Fiscal 2002 Compared to Fiscal 2001

Net Sales

Net sales increased $37.2 million, or 8.4%, to $481.8 million in fiscal 2002, compared to net sales of $444.6 million in fiscal 2001. The
increase in net sales during fiscal 2002 is primarily attributable to increased sales of Haggar® branded products to a few key customers, and increases in Claiborne® and Haggar
Direct store sales. These increases were offset by a decrease in sales at Women's Wear due to a reduction in sales to specialty stores. Unit sales increased 21.2% and the average sales price decreased
12.8%.

Gross Profit

Gross profit as a percentage of net sales increased to 27.8% in fiscal 2002, compared to 26.3% in fiscal 2001. Absent the impact of the reorganization costs
previously discussed, the gross profit percentage would have been 27.0% and 30.8% in fiscal 2002 and 2001, respectively. This decrease in gross profit percentage is primarily related to decreases in
sales prices due to pressures in the marketplace by customers and competitors and an $8.7 million increase in cost of goods sold in fiscal 2002 as a result of the reclassification of certain
inventoriable costs from selling, general and administrative expenses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses as a percentage of net sales has decreased to 24.6% in fiscal 2002 from 27.9% in fiscal 2001. The
$5.5 million, or 4.4%, decrease in selling, general and administrative expenses primarily relates to reduced marketing expenses of $4.6 million which was primarily a postponement of
television advertising due to the overall domestic economic conditions, reduced depreciation expense of $1.2 million, as certain fixed assets became fully depreciated during the fiscal year,
Haggar Japan expense reductions of $0.9 million due to the elimination of the Japan operations in fiscal 2001, reduced Women's Wear expenses of $1.5 million due to the elimination of
goodwill amortization, a $1.0 million reduction in legal reserves, and the $8.7 million expense reclassification discussed above under "Gross Profit." These decreases are
offset by increases in insurance expense of $3.8 million due to increased policy premiums, bonus expense for management of $2.6 million, $2.9 million in expenses related to
increased sales for the Claiborne division and increased administrative expenses for the retail stores of $1.9 million related to increased sales and new store activity, a $1.0 million
severance charge related to the reduction of the Company's sales force and $0.2 million in other administrative expense increases.

Royalty Income

Royalty income decreased $0.6 million, or 31.6%, to $1.3 million in fiscal 2002, compared to $1.9 million in fiscal 2001. The decrease
relates primarily to a full fiscal year of weaker sales of dress shirts due to a domestic licensee's loss of a key customer during fiscal 2001.

Other Income (Expense), Net

Other income (expense), net, increased $0.7 million, to $0.6 million income for fiscal 2002, compared to a $0.1 million loss in fiscal 2001.
The increase relates to the sale of a manufacturing facility by the Company. In June 2002, the Company sold a manufacturing facility for net cash proceeds of $80,000 and a note receivable of
$0.4 million bearing interest at 8.0% and payable in monthly installments with a balloon payment for the outstanding balance in June 2006. The sale resulted in a pre-tax gain
of approximately $479,000.

24

---

Interest Expense

Interest expense decreased $1.5 million, or 29.4%, to $3.6 million in fiscal 2002, compared to $5.1 million in fiscal 2001, primarily due to
significantly reduced debt levels throughout fiscal 2002 combined with lower interest rates on variable rate debt.

Income Taxes

The Company's income tax provision as a percentage of income before income tax and cumulative effect of accounting change was 42.1% in fiscal 2002. Comparatively,
the Company's income tax benefit as a percentage of loss before income tax and cumulative effect of accounting change was 19.3% in fiscal 2001. The fiscal 2002 effective tax rate exceeded the
statutory federal tax rate of 35% primarily as a result of state income taxes. The benefit in fiscal 2001 was less than the statutory rate of 35% primarily as a result of nondeductible goodwill
amortization and the absence of a tax benefit associated with the Company's foreign losses.

Cumulative Effect of Accounting Change

On October 1, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142 and recorded a $15.6 million impairment
of goodwill related to the 1999 acquisition of the Women's Wear subsidiary. Subsequent to the acquisition, pricing pressures and a weak retail environment for women's apparel resulted in a revised
earnings forecast for the Women's Wear business. In order to determine the fair value of goodwill, the Company obtained an independent appraisal, which considered both prices of comparable businesses
and the discounted value of projected cash flows. As a result of this appraisal, the Company recorded a $15.6 million impairment charge to reflect the decrease in the carrying amount of
goodwill from $25.1 million to $9.5 million.

The
Company subsequently performed its annual impairment test of goodwill in the fourth quarter of fiscal 2002 and determined that the fair value of the Women's Wear business exceeded
its carrying value. Therefore, no further revisions to the Company's goodwill were required during fiscal 2002.

Segment Profitability

The Company's three operating segments are business units that offer similar products through different distribution channels. The Company's wholesale segment
designs, manufactures, imports and markets casual and dress men's and women's apparel to retailers throughout North America and the United Kingdom. The Company also operates two other segments,
including the retail segment, which markets Haggar® branded products through 70 Company operated stores located in the Company's Dallas headquarters and in outlet malls throughout the
United States, and a licensing segment, which generates royalty income by licensing the Company's trademarks for use by other manufacturers of specified products in specified geographic areas. The
retail and licensing segments are not material for separate disclosure, and have been combined in the results below. The Company evaluates performance and allocates Company resources based on segment
profits.

Intercompany
sales from the wholesale segment to the retail segment are not reflected in wholesale segment net sales. Additionally, there is no profit recorded on sales from the
wholesale segment to the retail segment. The accounting policies of the segments are the same as those described in Note 1 to the Company's consolidated financial statements contained in "Item
8. Financial Statements and Supplementary Data." Segment profit (loss) is comprised of segment income before interest expense, provision (benefit) for income taxes and cumulative effect of accounting
change.

25

---

The
table below reflects the Company's segment results for all periods presented:

(In thousands)

Wholesale

Other

Consolidated2003Net sales

$
435,844

$
46,531

$
482,375Segment profit


17,163


1,101


18,2642002Net sales

$
435,550

$
46,281

$
481,831Segment profit (loss)


17,473


(37
)

17,4362001Net sales

$
403,126

$
41,444

$
444,570Segment loss


(5,047
)

(552
)

(5,599
)


Wholesale Segment

Wholesale segment net sales increased $0.3 million, or 0.1%, to $435.8 million in fiscal 2003 from $435.6 million in fiscal 2002. The
increase is primarily attributable to increased sales of Haggar® branded and Claiborne® products and increases due to a new Kenneth Cole® license agreement. The
increases were substantially offset by a decrease in sales at Women's Wear due to a reduction in sales to specialty stores and the termination of the DKNY® license agreement in
June 2003.

Wholesale
segment profit decreased $0.3 million, or 1.8%, to $17.2 million in fiscal 2003 from $17.5 million in fiscal 2002. The decrease is primarily attributable
to a $1.6 million increase in selling, general and administrative expenses due to a proxy contest with a Company stockholder, the settlement of a lawsuit with the landlord of the Women's Wear
subsidiary headquarters, miscellaneous other administrative expenses and a decrease in gross profit primarily due to the absence of a benefit from reorganization activities which occurred in fiscal
2002. The decrease in segment profit was offset by an increase due to the $5.9 million pre-tax gain recorded on the sale of the corporate headquarters facility.

Wholesale
segment net sales increased $32.4 million, or 8.0%, to $435.6 million in fiscal 2002 from $403.1 million in fiscal 2001. The increase in wholesale segment
net sales during fiscal 2002 is attributable to increased sales of Haggar® and Claiborne® branded products to a few key customers.

Wholesale
segment profit increased $22.5 million to a $17.5 million profit in fiscal 2002, compared to a $5.0 million loss in fiscal 2001. Approximately
$24.0 million of the increase in segment profit during fiscal 2002 was attributable to 2002 and 2001 reorganization activities. This increase in segment profit was partially offset by decreased
gross profit related to decreases in sales prices due to pressures in the marketplace by customers and competitors.

Other Segment

Other segment net sales increased $0.2 million, or 0.5%, to $46.5 million in fiscal 2003 from $46.3 million in fiscal 2002. The increase is
primarily attributable to a net increase in the number of retail stores from 68 stores in fiscal 2002 to 70 stores in fiscal 2003, as well as overall increased sales at existing stores.

Other
segment profit increased $1.1 million to a $1.1 million profit in fiscal 2003, compared to a $37,000 loss in fiscal 2002. The increase is primarily attributable to a
$0.7 million reduction in selling, general and administrative expenses at the Company's retail stores, including in-store marketing and depreciation expense, as well as a
$0.3 million increase in royalty income primarily due to increased sales by the Company's licensees.

Other
segment net sales increased $4.8 million, or 11.7%, to $46.3 million in fiscal 2002 from $41.4 million in fiscal 2001. The increase is primarily attributable
to a net increase in the number of retail stores from 66 stores in 2001 to 68 stores in fiscal 2002, as well as overall increased sales at existing stores as a result of focused in-store
marketing efforts.

26

---

Other
segment profit improved $0.5 million to a $37,000 loss in fiscal 2002 from a $0.6 million loss in fiscal 2001. The increase is primarily due to improved sales and
gross profit at the Company's retail stores, partly offset by decreased royalty income due to a domestic licensee's loss of a key customer during fiscal 2001.

Seasonality

The Company's sales have exhibited some seasonality with higher sales and income in the second and fourth quarters, which are prior to and during the selling
seasons for spring and fall merchandise, respectively, which reflect the buying patterns of the Company's customers. The following table presents certain data for each of the Company's last eight
fiscal quarters. The quarterly data is unaudited but gives effect to all adjustments (consisting of normal recurring adjustments) necessary, in the opinion of management of the Company, to present
fairly the data for such periods (dollars in thousands, except per share data).

First
Quarter

Second
Quarter

Third
Quarter

Fourth
QuarterNet sales

2003

$
113,907

$
135,487

$
107,435

$
125,5462002


99,330


138,059


111,215


133,227Gross profit(1), (2)

2003

$
28,604

$
34,849

$
31,269

$
34,5622002


28,397


36,375


27,846


41,321Selling general and administrative expenses(3),(4),(5),(6)

2003

$
31,510

$
32,012

$
26,556

$
29,2222002


27,709


29,183


27,029


34,521Income (loss) before provision (benefit) for income taxes and cumulative effect of accounting change(7)

2003

$
(3,320
)
$
3,022

$
4,623

$
11,4042002


112


6,440


806


6,478Net income (loss)(7), (8)

2003

$
(2,005
)
$
1,831

$
2,704

$
7,3262002


(15,506
)

3,938


460


3,543Net income (loss) per common share and common share equivalent on a diluted basis

2003

$
(0.31
)
$
0.29

$
0.42

$
1.122002


(2.43
)

0.62


0.07


0.55


---

27

---

Related Party Transactions

A director of the Company, who became a director in fiscal 2002, is a partner of a law firm that rendered various legal services for the Company during fiscal
2003, 2002 and 2001. The Company paid the law firm approximately $0.5 million, $0.6 million and $0.3 million for legal services during fiscal 2003, 2002 and 2001, respectively.
All amounts paid by the Company were at the usual and customary rates charged to other clients of the law firm. There were $0.1 million in unpaid fees to the law firm at September 30,
2003, which were included in accrued liabilities. There were no material amounts due to such firm from the Company as of September 30, 2002.

Liquidity and Capital Resources

The Company's principal sources of liquidity have been cash flows from operations and borrowings under its unsecured revolving credit facility. As of
September 30, 2003, the Company had cash and cash equivalents of $7.7 million.

As
of September 30, 2003, the Company had no amounts outstanding under the $110.0 million unsecured revolving credit agreement (the "Agreement"). The borrowing capacity is
restricted to $55.4 million at September 30, 2003 under the Agreement's funded debt to operating cash flow covenant. The Company incurred approximately $0.3 million in commitment
fees related to the available borrowing capacity during fiscal 2003. The interest rates ranged from 2.52% to 4.75% during fiscal 2003 and were based upon margins over a bank base rate or a LIBOR rate,
depending on the loan made by the Company. The applicable margin is dependent upon the ratio of the Company's total indebtedness at the end of each fiscal quarter to its operating cash flow for the
preceding year. The credit facility, which expires in June 2005, prohibits the Company from pledging its accounts receivables and inventories, contains limitations on incurring additional
indebtedness, requires maintaining minimum net worth levels of the Company and the Company's main operating subsidiary, and also requires the maintenance of certain financial ratios. The Company's
failure to satisfy these covenants could adversely affect the Company's ability to acquire future capital to meet its needs and to pay dividends. As of September 30, 2003, the Company was in
full compliance with its financial and other covenants.

Long-term
debt includes $7.1 million in senior notes. Significant terms of the senior notes include interest payable semi-annually at 8.49% per annum and
annual principal payments of approximately $3.6 million through fiscal 2005. The terms and conditions of the note purchase agreement governing the senior notes include restrictions on the sale
of assets, limitations on additional indebtedness and the maintenance of certain net worth requirements.

Long-term
debt includes $2.2 million in Industrial Development Revenue Bonds ("IDR"). Significant terms of the IDR bonds include interest at a rate equal to that of
high quality, short-term, tax exempt obligations, as defined in the agreement. The interest rate at September 30, 2003 was 1.13%. The IDR bonds mature in fiscal 2026, however the
Company has the option to prepay the balance without penalty in fiscal 2006. The Company plans to exercise the prepayment option, and will make future annual principal payments of $0.1 million
along with the remaining future balance of $2.0 million being repaid in fiscal 2006. The IDR bonds are collateralized by certain buildings and equipment with a net book value of
$0.4 million as of September 30, 2003.

Certain
of the Company's long-term debt facilities contain restrictions on the ability of the Company's subsidiaries to transfer funds to Haggar Corp.

28

---

As
of September 30, 2003 and 2002, the Company had outstanding $36.0 million and $22.9 million, respectively, of trade letters of credit for the purchase of
inventory from foreign suppliers in the ordinary course of business. The increase in trade letters of credit outstanding for inventory purchases is primarily due to increased production in the Eastern
hemisphere. These trade letters of credit, generally for periods of less than six months, will only be paid upon satisfactory shipment of the inventory to the Company. As of September 30, 2003
and 2002, the Company had entered into $7.0 million and $7.3 million, respectively, of standby letters of credit representing contingent guarantees of performance under
self-insurance and other programs. These commitments would only be drawn upon if the Company were to fail to meet its claims obligations.

Subsequent
to the purchase of its new corporate headquarters in the fourth quarter of fiscal 2003, the Company incurred $0.6 million of costs, which include certain facilities
costs, accelerated depreciation on assets to be abandoned and rent in excess of normal depreciation on the temporary lease of the Company's corporate headquarters. Management expects to incur costs of
$0.8 million to $1.0 million during fiscal 2004. The Company also expects to incur approximately $2.5 million during the first quarter of fiscal 2004 for capital expenditures to
prepare the new facility prior to it being occupied.

In
December 1999, the Company entered into an operating lease of the Company's corporate aircraft which contains a residual guarantee for the market value of the aircraft at the
end of the lease term in December 2004. Under the lease, the Company has the option of (a) returning the aircraft to the lessor and paying the guaranteed residual value of
$3.0 million; (b) purchasing the aircraft for $4.0 million; or (c) arranging for the sale of the aircraft to a third party. If the sale proceeds are less than
$4.0 million, the Company is required to reimburse the lessor for the deficiency. If the sale proceeds exceed $4.0 million, the Company is entitled to all of such excess amounts.

Based
on an estimated $3.1 million market value for the aircraft when the lease ends in 2004, the Company began accruing the $0.9 million expected deficiency in fiscal
2003. As of September 30, 2003, the Company included $0.3 million in other accrued liabilities related to the deficiency. The remainder of the $0.9 million expected deficiency
will be accrued using the straight line method through the end of the lease term.

During
fiscal 2003, the Company paid quarterly dividends of $0.05 per share, aggregating $1.3 million, $0.3 million of which were cash dividends declared during the fourth
quarter of fiscal 2002. During the fourth quarter of fiscal 2003, the Company declared a cash dividend of $0.05 per share payable to the stockholders of record on November 3, 2003. The fourth
quarter dividend of approximately $0.3 million was paid in November 2003.

In
November 2002, co-trustees of a trust which owns shares of the Company's common stock filed preliminary proxy materials with the Securities and Exchange Commission
indicating that they intended to solicit stockholders in support of their own slate of directors. The Company entered into an agreement to settle this proxy contest in February 2003. The
Company incurred expenses of $1.2 million in legal and professional fees during fiscal 2003 related to this matter, all of which had been paid as of September 30, 2003.

The
Company has other contractual obligations and commercial commitments as described in "Disclosures About Contractual Obligations And Commercial Commitments."

From
time to time, the Company will sell or dispose of assets which it feels are under-performing or are no longer needed in the businesses in which the Company operates. There can be no
assurance that the Company will be able to sell or dispose of the assets in a manner which is profitable to the Company, or at all. In addition, the Company will make investments in assets that
management believes are needed to acquire and maintain the businesses in which the Company operates. Again, there can be no assurance that the Company can obtain a reasonable return on any such
investments.

29

---

The
ongoing evaluation for impairment of the goodwill related to the 1999 acquisition of Women's Wear requires significant management estimation and judgment. Changes in overall business
strategy, negative industry or economic trends or actual results which do not meet the Company's current plan for the Women's Wear business may trigger a future impairment charge, which could
negatively affect the Company's results of operations in the period in which the charge is recorded.

The
Company believes that the cash flows from operations and the funds available under its revolving credit facility will be adequate to meet its working capital, debt service,
anticipated capital expenditures and related financing needs for calendar 2004. The Company's future cash flows from operations may be impacted by factors including, but not limited to:



The
Company is dependent upon its ability to retain existing customers. The Company's failure to retain existing customers could significantly affect future profitability. The timing and
volume of customer purchases can vary significantly from period to period, and there is no assurance that the volume from any particular customer will continue beyond the current period. The loss of
business of one or more principal customers or a change in the number or character of orders from a particular customer could have a material adverse effect on the Company.

Due
to the range of products that the Company provides, the product sales mix can produce a range of profit margins. Some businesses in which the Company operates produce lower profit
margins than others.

Deteriorating
or weak economic conditions, including slowdowns at either the national or regional levels, or future terrorist attacks or related actions in the war against terrorism,
could affect future sales and profitability of the Company. The Company is not in a position to determine how it will be affected by these circumstances, how extensive the effects may be, or for how
long it may be impacted by these circumstances.

The
Company's effectiveness in managing its manufacturing processes will have a direct impact on its future profitability. The Company regularly makes decisions that affect production
schedules, shipping schedules, and inventory levels. The Company's effectiveness in managing these areas could impact future profitability.

The
Company's trade accounts receivable potentially expose the Company to concentrations of credit risk as the majority of its customers are in the retail apparel industry. The Company
performs ongoing credit evaluations of its customers' financial conditions and establishes an allowance for doubtful accounts based upon factors related to the credit risk of specific customers,
historical trends and other information.

Fiscal 2003 Cash Flow Results

Net cash provided by operating activities decreased $2.6 million, or 11.4%, to $20.0 million in fiscal 2003, compared to $22.6 million in
fiscal 2002. The decrease is primarily attributable to a decrease in accrued liabilities, primarily due to payments on prior year severance plans. The decrease was offset in part by increased net
income adjusted for non-cash items, decreased accounts receivable and reduced inventory levels due to management of inventory lead times.

30

---

Net
cash used in investing activities decreased $2.0 million, or 76.5%, to $0.6 million in fiscal 2003, compared to $2.6 million in fiscal 2002. The decrease is
primarily attributable to proceeds from the sale of the corporate headquarters facility and other asset sales, which offset the cash used to purchase the new corporate headquarters facility as well as
other purchases of fixed assets in the normal course of business. Other cash used for investing activities during fiscal 2003 included the transfer of $1.3 million of the proceeds from the
corporate headquarters sale to restricted cash which will be used for future capital improvements on the new facility and $0.9 million in insurance premium payments which increased the cash
surrender value of certain whole life policies.

Net
cash used in financing activities decreased $7.8 million, or 33.0%, to $15.9 million in fiscal 2003, compared to $23.7 million in fiscal 2002, primarily due to
higher net debt repayments during fiscal 2002.

Effects of Inflation

Inflation did not materially impact the Company in fiscal 2003, 2002 or 2001.

Disclosures About Contractual Obligations And Commercial Commitments

The following table summarizes the Company's future contractual obligations and payment commitments as of September 30, 2003:

Payments Due By Fiscal Years (In thousands)

Contractual
Obligations

Less Than
1 Year

1-3 Years

3-5 Years

After
5 Years

TotalLong-term debt(1)

$
3,671

$
5,671

$


$


$
9,342Operating leases(2)


8,404


12,110


6,207


3,287

$
30,008Minimum royalties under licenses(3)


2,164


3,940








6,104Total contractual cash obligations

$
14,239

$
21,721

$
6,207

$
3,287

$
45,454


---

31

---

Recently Issued and Adopted Financial Accounting Standards

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46,") "Consolidation of Variable Interest
Entitiesan Interpretation of ARB No. 51," which addresses consolidation of variable interest entities ("VIEs") to which the usual consolidation described in Accounting Research
Bulletin No. 51, "Consolidated Financial Statements," does not apply because the VIEs have no voting interests or otherwise are not subject to control through ownership of voting interests. FIN
46 requires existing unconsolidated VIEs to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. The provisions of the
interpretation are effective immediately for VIEs created after January 31, 2003, and to VIEs in which an entity obtains an interest after that date. An entity with a variable interest in a VIE
created before February 1, 2003, must apply the provisions no later than the first reporting period ending after December 15, 2003. The interpretation may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements. The Company has determined it is not party to any VIEs that would
require consolidation.

In
May 2003, the Emerging Issues Task Force of the FASB reached a consensus on Issue 01-8 ("EITF 01-8,") "Determining Whether an Arrangement Contains a
Lease." Under the provisions of EITF 01-8, arrangements conveying the right to control the use of specific property, plant and equipment must be evaluated to determine whether they contain
a lease. The Company enters into contracts for the cutting and assembly of its products that, depending on the facts and circumstances, could be subject to EITF 01-8. The new rules would
be applied prospectively to such contracts entered into or modified after July 1, 2003. Accordingly, the impact of EITF 01-8 on the Company's future results of operations and
financial position will depend on the terms contained in contracts entered into or modified after such date.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in foreign currency exchange risk and interest rate risk, which may adversely affect its financial position,
results of operations and cash flows. The Company does not use financial instruments for trading or other speculative purposes and is not a party to any derivative financial instrument.

As
of September 30, 2003, the Company's exposure to interest rate risk was minimal due to the low level of variable rate debt outstanding.

See
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -Liquidity and Capital Resources" and "Item 8. Financial Statements and Supplementary
DataNote 5" for discussion of the terms of the Company's credit facilities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Reports of Independent Auditors, Consolidated Financial Statements and Notes to Consolidated Financial Statements follow.

32

---



Report of Independent Auditors

To
the Board of Directors and Shareholders of
    Haggar Corp.:

In
our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income, stockholders' equity and cash flows present
fairly, in all material respects, the financial position of Haggar Corp. and its Subsidiaries (the "Company") at September 30, 2003 and 2002, and the results of their operations and their cash
flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.The
financial statements of the Company for the year ended September 30, 2001, before the revisions described in Notes 2 and 10, were audited by other independent accountants who have ceased
operations. Those independent accountants expressed an unqualified opinion on those financial statements in their report dated November 1, 2001.

As
discussed above, the financial statements of the Company for the year ended September 30, 2001, were audited by other independent accountants who have ceased operations. As
described in Notes 2 and 10, these financial statements have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets", which was adopted by the Company as of October 1, 2001, and the disclosures required by Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information". We audited the transitional disclosures and segment disclosures described in Notes 2 and 10. In our opinion, the transitional disclosures and
segment disclosures for 2001 in Notes 2 and 10 are appropriate. However, we were not engaged to audit, review, or apply any procedures to the 2001 financial statements of the Company other than with
respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 financial statements taken as a whole.



Dallas,
Texas
November 5, 2003

33

---

This is a copy of the audit report previously issued by Arthur Andersen LLP in connection with the Company's filing on Form 10-K for the fiscal
year ended September 30, 2001. This audit report has not been reissued by Arthur Andersen LLP in connection with this filing on Form 10-K nor has Arthur Andersen LLP provided
a consent to the inclusion of its report in this Form 10-K. For further discussion, see Exhibit 23(b) to this Form 10-K of which this report forms a part.
The financial statements of Haggar Corp. and its Subsidiaries to which this report relates have been revised to include the transitional disclosures required by Statement of Financial Accounting
Standards No. 142 and segment disclosures required by Statement of Financial Accounting Standards No. 131, as described in Notes 2 and 10 to the consolidated financial statements. These
revisions are not covered by the copy of the report of Arthur Andersen LLP and were audited by PricewaterhouseCoopers LLP.

Report of Independent Public Accountants

To
Haggar Corp.:

We
have audited the accompanying consolidated balance sheets of Haggar Corp. (a Nevada corporation) and subsidiaries as of September 30, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2001. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Haggar Corp. and subsidiaries as of September 30,
2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2001, in conformity with accounting principles generally
accepted in the United States.

Arthur
Andersen LLP

Dallas,
Texas,
November 1, 2001

34

---



Haggar Corp. and Subsidiaries    Consolidated Balance Sheets(In thousands, except share and per share amounts)

|                                                                                                                                                            |                                               | September 30,                              |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------------------------ | -------
|
|Assets                                                                                                                                                      |                                               |                                            |        
|Current assets:                                                                                                                                             |                                               |                                            |        
|                                                                                                                                                            | Cash and cash equivalents                     |                                            | $      
|                                                                                                                                                            | Accounts receivable, net                      |                                            |        
|                                                                                                                                                            | Inventories, net                              |                                            |        
|                                                                                                                                                            | Property held for sale                        |                                            |        
|                                                                                                                                                            | Deferred tax asset                            |                                            |        
|                                                                                                                                                            | Other current assets                          |                                            |        
|                                                                                                                                                            |                                               |                                            |        
|                                                                                                                                                            |                                               | Total current assets                       |        
|Property, plant and equipment, net                                                                                                                          |                                               |                                            | 45,932 
|Goodwill, net                                                                                                                                               |                                               |                                            | 9,472  
|Deferred tax asset                                                                                                                                          |                                               |                                            |       
|Other assets                                                                                                                                                |                                               |                                            | 7,580  
|                                                                                                                                                            |                                               |                                            |        
|                                                                                                                                                            |                                               | Total assets                               |        
|                                                                                                                                                            |                                               |                                            |        
|Liabilities and Stockholders' Equity                                                                                                                        |                                               |                                            |        
|Current liabilities:                                                                                                                                        |                                               |                                            |        
|                                                                                                                                                            | Accounts payable                              |                                            | $      
|                                                                                                                                                            | Accrued liabilities                           |                                            |        
|                                                                                                                                                            | Accrued wages and other employee compensation |                                            |        
|                                                                                                                                                            | Current portion of long-term debt             |                                            |        
|                                                                                                                                                            |                                               |                                            |        
|                                                                                                                                                            |                                               | Total current liabilities                  |        
|Other non-current liabilities                                                                                                                               |                                               |                                            | 9,554  
|Deferred tax liability                                                                                                                                      |                                               |                                            | 523    
|Long-term debt                                                                                                                                              |                                               |                                            | 5,671  
|                                                                                                                                                            |                                               |                                            |        
|                                                                                                                                                            |                                               | Total liabilities                          |        
|                                                                                                                                                            |                                               |                                            |        
|Commitments and contingencies                                                                                                                               |                                               |                                            |        
|Stockholders' equity:                                                                                                                                       |                                               |                                            |        
|Preferred stockpar value $0.10 per share; 250,000 shares authorized and no shares issued and outstanding at September 30, 2003 and 2002                    |                                               |                                            |       
|Common stockpar value $0.10 per share; 25,000,000 shares authorized and 8,718,609 and 8,660,609 shares issued at September 30, 2003 and 2002, respectively |                                               |                                            | 872    
|Additional paid-in capital                                                                                                                                  |                                               |                                            | 43,653 
|Cumulative translation adjustment                                                                                                                           |                                               |                                            | (163   
|Retained earnings                                                                                                                                           |                                               |                                            | 134,016
|                                                                                                                                                            |                                               |                                            |        
|                                                                                                                                                            |                                               |                                            | 178,378
|LessTreasury stock; 2,242,183 shares at cost at September 30, 2003 and 2002                                                                                |                                               |                                            | (24,961
|                                                                                                                                                            |                                               |                                            |        
|                                                                                                                                                            |                                               | Total stockholders' equity                 |        
|                                                                                                                                                            |                                               |                                            |        
|                                                                                                                                                            |                                               | Total liabilities and stockholders' equity |        
|                                                                                                                                                            |                                               |                                            |        

The
accompanying notes are an integral part of these consolidated financial statements.

35

---

Haggar Corp. and Subsidiaries    Consolidated Statements of Operations and Comprehensive Income(In thousands, except per share amounts)

|                                                                                                     |              | Year Ended September 30, |         
|---------------------------------------------------------------------------------------------------- | ------------ | ------------------------ | --------
|
|Net sales                                                                                            |              | $                        | 482,375 
|Cost of goods sold                                                                                   |              |                          | 353,091 
|Reorganization costs                                                                                 |              |                          |        
|                                                                                                     |              |                          |         
|                                                                                                     | Gross profit |                          |         
|Selling, general and administrative expenses                                                         |              |                          | (119,300
|Royalty income                                                                                       |              |                          | 1,593   
|Other income (expense), net                                                                          |              |                          | 6,687   
|Interest expense                                                                                     |              |                          | (2,535  
|                                                                                                     |              |                          |         
|Income (loss) before provision (benefit) for income taxes and cumulative effect of accounting change |              |                          | 15,729  
|Provision (benefit) for income taxes                                                                 |              |                          | 5,873   
|                                                                                                     |              |                          |         
|Income (loss) before cumulative effect of accounting change                                          |              | $                        | 9,856   
|Cumulative effect of accounting change                                                               |              |                          |        
|                                                                                                     |              |                          |         
|Net income (loss)                                                                                    |              | $                        | 9,856   
|                                                                                                     |              |                          |         
|Other comprehensive income (loss):                                                                   |              |                          |         
|Foreign currency translation adjustment                                                              |              |                          | 371     
|                                                                                                     |              |                          |         
|Comprehensive income (loss)                                                                          |              | $                        | 10,227  
|                                                                                                     |              |                          |         
|NET INCOME (LOSS) PER COMMON SHARE:                                                                  |              |                          |         
|BASIC                                                                                                |              |                          |         
|Income (loss) before cumulative effect of accounting change                                          |              | $                        | 1.53    
|Cumulative effect of accounting change                                                               |              |                          |        
|                                                                                                     |              |                          |         
|Net income (loss)                                                                                    |              | $                        | 1.53    
|                                                                                                     |              |                          |         
|DILUTED                                                                                              |              |                          |         
|Income (loss) before cumulative effect of accounting change                                          |              | $                        | 1.53    
|Cumulative effect of accounting change                                                               |              |                          |        
|                                                                                                     |              |                          |         
|Net income (loss)                                                                                    |              | $                        | 1.53    
|                                                                                                     |              |                          |         
|Weighted average number of common shares outstanding:                                                |              |                          |         
|Basic                                                                                                |              |                          | 6,424   
|                                                                                                     |              |                          |         
|Diluted                                                                                              |              |                          | 6,453   
|                                                                                                     |              |                          |         

The
accompanying notes are an integral part of these consolidated financial statements.

36

---



Haggar Corp. and Subsidiaries  Consolidated Statements of Stockholders' Equity(In thousands, except share and per share amounts)

|                                                  |                    |        |           |  |   |     |  |     |        |  |        | Treasury
Stock |  |     |     
|------------------------------------------------- | ------------------ | ------ | --------- |  | - | --- |  | --- | ------ |  | ------ | -------------- |  | --- | ----
|
|
|
|Balance                                           |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     
|                                                  | September 30, 2000 |        | 8,582,998 |  | $ | 858 |  | $   | 41,931 |  | $      | 144,287        |  | $   | (565
|Exercise of stock options (including tax benefit) |                    | 8,002  |           |  | 1 |     |  | 83  |        |  |       |                |  |    |     
|Common stock dividends declared ($0.20 per share) |                    |       |           |  |  |     |  |    |        |  | (1,307 | )              |  |    |     
|Purchase of treasury stock                        |                    |       |           |  |  |     |  |    |        |  |       |                |  |    |     
|Foreign currency translation adjustment           |                    |       |           |  |  |     |  |    |        |  |       |                |  | 15  |     
|Net loss                                          |                    |       |           |  |  |     |  |    |        |  | (8,670 | )              |  |    |     
|                                                  |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     
|Balance                                           |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     
|                                                  | September 30, 2001 |        | 8,591,000 |  |   | 859 |  |     | 42,014 |  |        | 134,310        |  |     | (550
|Exercise of stock options (including tax benefit) |                    | 69,609 |           |  | 7 |     |  | 897 |        |  |       |                |  |    |     
|Common stock dividends declared ($0.20 per share) |                    |       |           |  |  |     |  |    |        |  | (1,306 | )              |  |    |     
|Purchase of treasury stock                        |                    |       |           |  |  |     |  |    |        |  |       |                |  |    |     
|Foreign currency translation adjustment           |                    |       |           |  |  |     |  |    |        |  |       |                |  | 16  |     
|Net loss                                          |                    |       |           |  |  |     |  |    |        |  | (7,565 | )              |  |    |     
|                                                  |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     
|Balance                                           |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     
|                                                  | September 30, 2002 |        | 8,660,609 |  |   | 866 |  |     | 42,911 |  |        | 125,439        |  |     | (534
|Exercise of stock options (including tax benefit) |                    | 58,000 |           |  | 6 |     |  | 742 |        |  |       |                |  |    |     
|Common stock dividends declared ($0.20 per share) |                    |       |           |  |  |     |  |    |        |  | (1,279 | )              |  |    |     
|Foreign currency translation adjustment           |                    |       |           |  |  |     |  |    |        |  |       |                |  | 371 |     
|Net income                                        |                    |       |           |  |  |     |  |    |        |  | 9,856  |                |  |    |     
|                                                  |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     
|Balance                                           |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     
|                                                  | September 30, 2003 |        | 8,718,609 |  | $ | 872 |  | $   | 43,653 |  | $      | 134,016        |  | $   | (163
|                                                  |                    |        |           |  |   |     |  |     |        |  |        |                |  |     |     

The accompanying notes are an integral part of these consolidated financial statements.

37

---

Haggar Corp. and Subsidiaries  Consolidated Statements of Cash Flows(In thousands)

|                                                                                         |                                                            | Year Ended September 30,                      |                                          
|---------------------------------------------------------------------------------------- | ---------------------------------------------------------- | --------------------------------------------- | -----------------------------------------
|
|Cash Flows from Operating Activities                                                     |                                                            |                                               |                                          
|Net income (loss)                                                                        |                                                            | $                                             | 9,856                                    
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                            |                                               |                                          
|                                                                                         | Cumulative effect of accounting change                     |                                               |                                          
|                                                                                         | Depreciation and amortization                              |                                               |                                          
|                                                                                         | (Gain) loss on disposal of property, plant and equipment   |                                               |                                          
|                                                                                         | Reversal of net realizable value on property held for sale |                                               |                                          
|                                                                                         | Deferred tax expense (benefit)                             |                                               |                                          
|                                                                                         | Other                                                      |                                               |                                          
|                                                                                         | Changes in assets and liabilities:                         |                                               |                                          
|                                                                                         |                                                            | Accounts receivable, net                      |                                          
|                                                                                         |                                                            | Inventories                                   |                                          
|                                                                                         |                                                            | Other current assets                          |                                          
|                                                                                         |                                                            | Accounts payable                              |                                          
|                                                                                         |                                                            | Accrued liabilities                           |                                          
|                                                                                         |                                                            | Accrued wages and other employee compensation |                                          
|                                                                                         |                                                            | Other non-current liabilities                 |                                          
|                                                                                         |                                                            |                                               |                                          
|                                                                                         |                                                            |                                               | Net cash provided by operating activities
|                                                                                         |                                                            |                                               |                                          
|Cash Flows from Investing Activities                                                     |                                                            |                                               |                                          
|Purchases of property, plant and equipment                                               |                                                            |                                               | (15,993                                  
|Proceeds from sale of property, plant and equipment                                      |                                                            |                                               | 17,458                                   
|Increase in restricted cash                                                              |                                                            |                                               | (1,287                                   
|Decrease (increase) in other assets                                                      |                                                            |                                               | (786                                     
|                                                                                         |                                                            |                                               |                                          
|                                                                                         |                                                            |                                               | Net cash used in investing activities    
|                                                                                         |                                                            |                                               |                                          
|Cash Flows from Financing Activities                                                     |                                                            |                                               |                                          
|Purchases of treasury stock at cost                                                      |                                                            |                                               |                                         
|Proceeds from issuance of long-term debt                                                 |                                                            |                                               | 233,000                                  
|Proceeds from exercise of employee stock options                                         |                                                            |                                               | 708                                      
|Payments on long-term debt                                                               |                                                            |                                               | (248,743                                 
|Increase in book overdrafts                                                              |                                                            |                                               | 429                                      
|Debt issuance costs                                                                      |                                                            |                                               |                                         
|Payments of cash dividends                                                               |                                                            |                                               | (1,279                                   
|                                                                                         |                                                            |                                               |                                          
|                                                                                         |                                                            |                                               | Net cash used in financing activities    
|                                                                                         |                                                            |                                               |                                          
|Increase (decrease) in cash and cash equivalents                                         |                                                            |                                               | 3,550                                    
|Cash and cash equivalents, beginning of period                                           |                                                            |                                               | 4,124                                    
|                                                                                         |                                                            |                                               |                                          
|Cash and cash equivalents, end of period                                                 |                                                            | $                                             | 7,674                                    
|                                                                                         |                                                            |                                               |                                          
|Supplemental disclosure of cash flow information                                         |                                                            |                                               |                                          
|Cash paid for:                                                                           |                                                            |                                               |                                          
|                                                                                         | Income taxes, net                                          |                                               | $                                        
|                                                                                         | Interest, net of amounts capitalized                       |                                               | $                                        
|Note receivable from sale of property, plant, and equipment                              |                                                            | $                                             |                                         

The accompanying notes are an integral part of these consolidated financial statements.

38

---



Haggar Corp. and Subsidiaries        Notes to Consolidated Financial StatementsSeptember 30, 2003, 2002 and 2001

1.    Operations and Significant Accounting Policies

Nature of Operations

Haggar Corp. (a Nevada corporation) and subsidiaries (the "Company") design, manufacture, import and market casual and dress men's and women's apparel products,
including pants, shorts, suits, sportcoats, sweaters, shirts, dresses, skirts and vests. The Company's products are sold primarily to retail stores including major department stores, specialty stores
and mass market retailers throughout North America and the United Kingdom. The Company offers its premium men's apparel products under the Haggar® brand name, and also offers more
moderately priced lines of products through its mass-market retailer division, The Horizon Group. In addition, the Company offers retailers quality products bearing the retailers' own
labels. Jerell, Ltd. ("Women's Wear" or "Jerell"), a subsidiary acquired in 1999, offers women's apparel under various brand names. The Company's Haggar Direct, Inc. subsidiary was
formed in 1995 for the purpose of developing and operating retail stores located in retail outlet malls throughout the United States. The Company's foreign operations are conducted through Haggar
Apparel, Ltd. and Haggar Canada Co., which market the Company's branded products in the United Kingdom and Canada, respectively. Additionally, the Company derives royalty income from the use of
its trademarks by manufacturers of various products that the Company does not produce. The Company is headquartered in Dallas, Texas, with manufacturing facilities in Mexico and the Dominican
Republic.

Basis of Presentation

The consolidated financial statements include the accounts of Haggar Corp., Haggar Clothing Co. ("Clothing Co."), which is the main operating subsidiary, Haggar
Direct, Inc., Haggar Apparel Ltd., Jerell, Haggar Canada Co. and all other subsidiaries of Clothing Co. All significant intercompany transactions and balances have been eliminated in
consolidation.

The
accompanying consolidated financial statements reflect the application of certain accounting policies as described below and in the remaining notes.

Reclassifications

Certain items in the prior year presentation have been reclassified to current year presentation.

During
fiscal 2003 and 2002, the Company classified certain inventoriable costs of $8.3 million and $8.7 million, respectively, which had historically been classified as
selling, general and administrative expenses, to cost of goods sold.

Cash and Cash Equivalents

For purposes of the statements of cash flows and balance sheets, the Company considers all highly liquid investments with maturities of three months or less when
purchased to be cash equivalents. These cash equivalents are stated at cost, which approximates fair value.

The
Company incurs book overdrafts when outstanding checks exceed cash in its bank accounts. These book overdrafts are recorded in accounts payable. The Company had $6.4 million
and $6.0 million in book overdrafts at September 30, 2003 and 2002, respectively.

39

---

Allowance for Doubtful Accounts

Accounts receivable are net of allowances for doubtful accounts of $0.4 million at both September 30, 2003 and 2002.

Concentrations of Credit Risk

Financial instruments, which potentially expose the Company to concentrations of credit risk, as defined by Statement of Financial Accounting Standards ("SFAS")
No. 105, "Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk," consist primarily of trade
accounts receivable. The Company's largest customer, J.C. Penney Company, Inc., accounted for approximately 20%, 21% and 23% of the Company's net sales during the fiscal years ended
September 30, 2003, 2002 and 2001, respectively, and approximately 32% and 25% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. The
Company's second largest customer, Kohl's Department Stores, Inc., accounted for approximately 16%, 16% and 12% of the Company's net sales during the fiscal years ended September 30,
2003, 2002 and 2001, respectively, and approximately 17% and 13% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. The Company's third largest
customer, Wal-Mart Stores, Inc., accounted for approximately 8%, 9% and 11% of the Company's net sales for the fiscal years ended September 30, 2003, 2002, and 2001,
respectively, and approximately 5% and 6% of the Company's outstanding trade receivables as of September 30, 2003 and 2002, respectively. No other customer accounts for more than 10% of
consolidated revenues or trade receivables. The loss of the business of one or more of the Company's larger customers could have a material adverse effect on the Company's results of operations. The
Company has no long-term commitments or contracts with any of its customers. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of
specific customers, historical trends and other information.

Inventories, net

Inventories, net are stated at the lower of cost (first-in, first-out) or market and consisted of the following at September 30,
2003 and 2002 (in thousands):

2003

2002Piece goods

$
7,664

$
8,270Trimming and supplies


3,660


4,964Work-in-process


4,838


6,087Finished garments


82,157


83,74298,319


103,063Inventory reserves


(1,360
)

(2,067
)Total inventories, net

$
96,959

$
100,996


Work-in-process
and finished garments inventories consisted of materials, labor and manufacturing overhead.

40

---

Property, Plant and Equipment

Property, plant and equipment, stated at cost, consisted of the following at September 30, 2003 and 2002 (in thousands):

2003

2002Land

$
2,729

$
2,995Buildings


26,566


29,868Furniture, fixtures and equipment


56,476


91,478Leasehold improvements


13,193


21,798Construction in progress


14,685


47Total


113,649


146,186Less: Accumulated depreciation
    and amortization


(67,717
)

(99,991
)Net property, plant and equipment

$
45,932

$
46,195


Construction
in progress at September 30, 2003 primarily consists of building and furniture, fixtures and equipment costs related to the new corporate headquarters facility that
was purchased in July 2003 and was being prepared for occupancy at the end of fiscal 2003.

Depreciation and Amortization

The Company provides for depreciation and amortization using straight-line methods by charges to operations in amounts that allocate the cost of the
assets over their estimated useful lives, which are shown below:

Asset Classification

Estimated
Useful LifeBuildings

15-40Furniture, fixtures and equipment

3-7Leasehold improvements

Life of Lease


Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of
an asset may not be recoverable. Impairments, if any, are measured based on the fair value of the related asset(s).

Goodwill

Goodwill is the excess of the purchase price paid over the fair value of net assets of businesses acquired. Effective October 1, 2001 (see Note 2),
goodwill is not amortized, but is tested for impairment on an annual basis, or more frequently as impairment indicators arise. Impairment tests, which involve the use of estimates related to the fair
market value of the business operations with which goodwill is associated, are performed at the end of the Company's fourth quarter. Losses, if any, resulting from impairment tests will be reflected
in operating income in the income statement.

41

---

Revenue Recognition

Revenue from the sale of products is generally recognized upon shipment of products to customers. Allowances for estimated returns, discounts and incentives are
recognized when sales are recorded and are based on customer arrangements and influenced by historical trends.

Advertising

Production costs of commercials and programming are charged to operations in the period first aired. The costs of other advertising, promotion and marketing
programs are charged to operations in the period incurred. For fiscal years 2003, 2002 and 2001, total advertising expense was $12.0 million, $13.2 million and $16.9 million,
respectively, and is recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations.

Shipping and Handling Fees

The Company records shipping and handling fees as selling, general and administrative expense. For the years ended September 30, 2003, 2002 and 2001, such
costs were $12.3 million, $12.6 million and $12.6 million, respectively.

Foreign Currency Translation and Remeasurement

Non-U.S. assets and liabilities are translated or remeasured into U.S. dollars using the year-end exchange rates. Revenues and expenses
are translated or remeasured at average exchange rates during the year. Depending on the entities' functional currency, net foreign currency translation gains or losses are recorded in the equity
section of the balance sheet as comprehensive income or are recorded in other income (expense), net.

Long-Term Incentive Plans

The Company accounts for its long-term incentive plans under Accounting Principles Board Opinion No. 25, under which no compensation has been
recognized. As required under SFAS No. 123, "Accounting for Stock-Based Compensation," and SFAS No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure, an amendment
of SFAS No. 123," the pro forma effects of

42

---

stock-based
compensation on net income (loss) and net income (loss) per common share are as follows(in thousands, except per share amounts):

2003

2002

2001Net income (loss):As reported

$
9,856

$
(7,565
)
$
(8,670
)Add back: Stock-based employee compensation included in net income (loss) as reported








Less: Pro-forma stock-based employee compensation expense, net of related tax effects


(107
)

(474
)

(502
)Pro-forma net income (loss)

$
9,749

$
(8,039
)
$
(9,172
)Net income (loss) per common share:BASICAs reported

$
1.53

$
(1.19
)
$
(1.34
)Pro forma

$
1.52

$
(1.26
)
$
(1.41
)DILUTEDAs reported

$
1.53

$
(1.17
)
$
(1.34
)Pro forma

$
1.51

$
(1.25
)
$
(1.41
)


There
were no options granted during fiscal 2003. The fair value of each option grant of $6.07 and $5.96 was estimated on the date of grant using the Black-Scholes option pricing model
with the following weighted average assumptions for fiscal 2002 and 2001, respectively: risk-free interest rates of 4.8% and 6.3%; expected lives of five years; expected volatility of
51.8% and 40.6% and expected dividend rate of $0.20.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

2.     Asset ImpairmentGoodwill

On October 1, 2001, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," and recorded a $15.6 million impairment of
goodwill related to the 1999 acquisition of Jerell, the Company's women's wear subsidiary. There was no tax benefit associated with the impairment charge. Subsequent to the acquisition, pricing
pressures and a weak retail environment for women's apparel resulted in a revised earnings forecast for Jerell and the women's wear business. In order to determine the fair value of goodwill, the
Company obtained an independent appraisal, which considered both prices of comparable businesses and the discounted value of projected cash flows. As a result of this appraisal, the Company recorded a
$15.6 million impairment charge to reflect the decrease in the carrying amount of goodwill from $25.1 million to $9.5 million.

The
Company subsequently performed its annual impairment tests of goodwill in the fourth quarters of fiscal 2003 and 2002 and determined that the fair value of Jerell exceeded its
carrying value. Therefore, no further revisions to the Company's goodwill were required during fiscal 2003 and 2002.

43

---

The
ongoing evaluation for impairment of the goodwill related to the 1999 acquisition of Women's Wear requires significant management estimation and judgment. Changes in overall business
strategy, negative industry or economic trends or actual results which do not meet the Company's current plan for the Women's Wear business may trigger a future impairment charge.

The
table below reflects the Company's net income (loss) as reported and net income (loss) adjusted to exclude goodwill amortization for all periods presented. The financial statements
for the fiscal year ended September 30, 2001 have been revised to include these disclosures.

Years Ended
September 30,2003

2002

2001(In thousands, except per share amounts):Net income (loss) as reported

$
9,856

$
(7,565
)
$
(8,670
)Add back: goodwill amortization








1,500Adjusted net income (loss)

$
9,856

$
(7,565
)
$
(7,170
)Basic income (loss) per common share:Net income (loss) as reported

$
1.53

$
(1.19
)
$
(1.34
)Add back: goodwill amortization








0.23Basic income (loss) per common share as adjusted

$
1.53

$
(1.19
)
$
(1.11
)Diluted income (loss) per common share:Net income (loss) as reported

$
1.53

$
(1.17
)
$
(1.34
)Add back: goodwill amortization








0.23Diluted net income (loss) per common share as adjusted

$
1.53

$
(1.17
)
$
(1.11
)


3.     Net Income (Loss) Per Common ShareBasic and Diluted

Basic earnings per share excludes dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period.
Diluted earnings per share is computed by dividing net income by the sum of the weighted-average number of common shares outstanding for the period and the number of equivalent shares assumed
outstanding under the Company's stock-based compensation plans using the treasury stock method.

Common
share and share equivalents used to calculate diluted earnings per common share are as follows(in thousands):

Fiscal Year Ended
September 30,2003

2002

2001Weighted average common shares outstanding

6,424

6,385

6,485Share equivalents, due to stock options

29

44

Weighted average of diluted common shares outstanding

6,453

6,429

6,485


Options
to purchase 629,401 and 759,610 common shares were excluded from the diluted earnings per share calculations for the fiscal years ended September 30, 2003 and 2002 because
the options'

44

---

exercise
prices were greater than the average market price of the common shares during the year. Options to purchase 1,585,363 common shares were excluded from the diluted earnings per share
calculation for the fiscal year ended September 30, 2001 due to the net loss recorded during the period.

4.     Income Taxes

The components of the provision (benefit) for income taxes are as follows for the fiscal years ended September 30, 2003, 2002 and 2001 (in thousands):

2003

2002

2001Current federal income tax

$
1,488

$
5,377

$
(87
)Deferred federal income tax


3,834


(129
)

(2,182
)State income tax


551


575


200Provision (benefit) for income taxes

$
5,873

$
5,823

$
(2,069
)


Temporary
differences and carryforwards which give rise to a significant portion of the Company's deferred tax assets and liabilities are as follows(in
thousands):

2003

2002Deferred income tax assets:Workers' compensation accrual

$
1,460

$
1,653Inventory cost capitalization and valuation


1,260


2,476Allowances for accounts receivable


3,955


2,971Health and life insurance accrual


1,750


1,280Reserve for reorganization


556


607Accrued wages and other employee compensation


1,926


2,036Property, plant and equipment, net





1,163Other


1,299


2,10812,206


14,294Deferred income tax liability:Prepaid insurance


(141
)

(130
)Property, plant and equipment, net


(2,083
)

(2,224
)

(130
)Net deferred income tax asset


9,982


14,164LessCurrent deferred tax asset


(10,505
)

(12,087
)Long-term deferred tax asset (liability)

$
(523
)
$
2,077


45

---

The
provision (benefit) for income taxes was different than the amount computed using the statutory federal income tax rate for the reasons set forth in the following table (in thousands):

2003

2002

2001Tax computed at the statutory rate

$
5,505

$
4,842

$
(3,758
)State income taxes


358


374


200Tax credits utilized








(70
)Non-deductible goodwill








507Tax rate differentials in other jurisdictions





264


1,399Other


10


343


(347
)Provision (benefit) for income taxes

$
5,873

$
5,823

$
(2,069
)


5.     Long-Term Debt

Long-term debt consisted of the following at September 30, 2003 and 2002(in thousands):

2003

2002Borrowings under revolving credit line

$


$
12,000Industrial Development Revenue Bonds


2,200


2,300Senior notes


7,142


10,715Other





70Total debt


9,342


25,085Lesscurrent portion


(3,671
)

(3,742
)Long-term debt

$
5,671

$
21,343


As
of September 30, 2003, the Company had no amounts outstanding under the $110.0 million unsecured revolving credit agreement (the "Agreement"). The borrowing capacity is
restricted to $55.4 million at September 30, 2003, under the Agreement's funded debt to operating cash flow covenant. The Company incurred approximately $0.3 million in commitment
fees related to the available borrowing capacity during fiscal 2003. The interest rates ranged from 2.52% to 4.75% during fiscal 2003 and were based upon margins over a bank base rate or a LIBOR rate,
depending on the loan made by the Company. The applicable margin is dependent upon the ratio of the Company's total indebtedness at the end of each fiscal quarter to its operating cash flow for the
preceding year. The credit facility, which expires in June 2005, prohibits the Company from pledging its accounts receivables and inventories, contains limitations on incurring additional
indebtedness, requires maintaining minimum net worth levels of the Company and the Company's main operating subsidiary, and also requires the maintenance of certain financial ratios. The Agreement
also prohibits the payment of any dividend if a default exists after giving effect to such a dividend. As of September 30, 2003, the Company was in full compliance with its financial and other
covenants.

Long-term
debt includes $2.2 million in Industrial Development Revenue Bonds ("IDR"). Significant terms of the IDR bonds include interest at a rate equal to that of
high quality, short-term, tax exempt obligations, as defined in the agreement. The interest rate at September 30, 2003 was 1.13%. The IDR bonds mature in fiscal 2026, but the
Company has the option to prepay the balance without penalty in fiscal 2006. The Company plans to exercise the prepayment option, and will make future annual principal payments of $0.1 million
along with the remaining future balance of

46

---

$2.0 million
being repaid in fiscal 2006. The IDR bonds are collateralized by certain buildings and equipment with a net book value of $0.4 million as of September 30, 2003.

Long-term
debt also includes $7.1 million in senior notes. Significant terms of the senior notes include interest payable semi-annually at 8.49% per annum
and annual principal payments through fiscal 2005. The terms and conditions of the note purchase agreement governing the senior notes include restrictions on the sale of assets, limitations on
additional indebtedness and the maintenance of certain net worth requirements.

Principal
payments due during the next five years on debt are as follows(in thousands):

Years Ending September 30,

Amount2004

$
3,6712005


3,6712006


2,0002007


2008


Thereafter


$
9,342


Certain
of the Company's long-term debt facilities contain restrictions on the ability of the Company's subsidiaries to transfer funds to Haggar Corp.

6.     Leases and Other Commitments

Operating Leases

The Company leases certain of its buildings and manufacturing, computer, aircraft and automotive equipment under agreements that expire at various dates through
fiscal 2011. Most of these leases contain options to renew at various terms. The following is a schedule of future minimum rental
payments required under non-cancelable operating leases at September 30, 2003(in thousands):

Years Ending September 30,

Amount2004


8,4042005


6,4702006


5,6402007


4,1162008


2,091Thereafter


3,287$
30,008


Rental
expense was $8.9 million, $9.3 million and $8.5 million in the fiscal years ended September 30, 2003, 2002 and 2001, respectively.

In
November 2002, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others," which expands on required disclosures by a guarantor in its financial statements about obligations under certain guarantees that it has issued
and

47

---

clarifies
the need for a guarantor to recognize, at the inception of certain guarantees, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition
and measurement provisions were required to be applied on a prospective basis for qualifying guarantees entered into or modified after December 31, 2002. However, any qualifying guarantees
entered into before December 31, 2002, must be disclosed in the footnotes for interim or annual financial statement periods that end after December 15, 2002.

The
operating lease of the Company's corporate aircraft contains a residual value guarantee. Under the lease, which ends in December 2004, the Company has the option of
(a) returning the aircraft to the lessor and paying the guaranteed residual value of $3.0 million; (b) purchasing the aircraft for $4.0 million; or (c) arranging for
the sale of the aircraft to a third party. If the sales proceeds are less than $4.0 million, the Company is required to reimburse the lessor for the deficiency. If the sales proceeds exceed
$4.0 million, the Company is entitled to all of such excess amounts.

Based
on an estimated $3.1 million market value for the aircraft when the lease ends in 2004, the Company began accruing the $0.9 million expected deficiency during fiscal
2003. As of September 30, 2003, the Company included $0.3 million in other accrued liabilities related to the deficiency. The remainder of the $0.9 million expected deficiency
will be accrued using the straight-line method through the end of the lease term.

Commitments and Contingencies

The Company has entered into license agreements to manufacture and market certain men's pants and shorts under the Kenneth Cole New York®, Reaction
Kenneth Cole® and Claiborne® trademarks. The following is a schedule of future minimum royalty payments required under the license agreements at September 30, 2003 (in thousands):

Years Ending September 30,

Amount2004


2,1642005


2,7582006


1,0682007


1142008


Thereafter


$
6,104


As
of September 30, 2003, the Company had outstanding $36.0 million of trade letters of credit for the purchase of inventory from foreign suppliers in the ordinary course
of business. As of September 30, 2003, the Company had entered into $7.0 million of standby letters of credit representing contingent guarantees of performance under
self-insurance and other programs. These commitments would only be drawn upon if the Company were to fail to meet its claims obligations.

The
Company has been named as a defendant in several legal actions arising from its operations in the normal course of business, including actions brought by certain terminated
employees. Although exact settlement amounts, if any, related to these actions cannot accurately be predicted, the claims and damages alleged, the progress of the litigation to date, and past
experience with similar litigation leads the Company to believe that any liability resulting from these actions and those described below will not individually, or collectively, have a material
adverse effect on the Company.

48

---

The
Company is a defendant in a wrongful termination lawsuit in which a jury rendered a verdict in favor of the plaintiff against the Company in the amount of $843,000, subject to
potential doubling in the event judgment is entered on a jury verdict of willful discrimination, plus pre- and post-judgment interest and attorneys' fees. The trial court judge
reversed the jury's verdict and rendered a judgment in favor of the Company granting zero damages to the plaintiff. The plaintiff appealed the judgment to the Fifth Circuit Court of Appeals, which
reversed the judgment of the trial court and remanded the matter back to the trial court for further proceedings. The Company believes that the Court of Appeals missed several key points of law, which
were recognized by the original judgment in the trial court. In addition to defending the case as remanded for further proceedings to the trial court, the Company intends to seek review of this case
by the United States Supreme Court.

The
Company also is a defendant in an action for trademark infringement, among other causes of action. Although the plaintiff in the case sought a preliminary injunction against the
Company, the trial court ruled in favor of the Company and denied the injunction. On appeal, the United States Court of Appeals for the Ninth Circuit affirmed the trial court's decision in favor of
the Company. Trial is currently scheduled to occur in February 2004. The parties met to mediate the case, but mediation was unsuccessful.

During
fiscal 2003, one attorney filed four separate suits against certain subsidiaries of the Company and alleged a total of approximately 2,200 former employees had been injured by
airborne fibers and chemicals in certain of the Company's now closed facilities located in south Texas. (All proceedings in one suit naming over 2,100 plaintiffs are presently stayed due to the
unrelated bankruptcy of one of the other defendants.) The Company believes, after taking discovery in the first of these four cases, that all of these cases and claims are frivolous and that the
plaintiffs have no factual or legal basis for their
allegations. In addition, the Company believes that it has meritorious defenses to the asserted claims. The Company intends to vigorously defend all of these suits.

Two
jury verdicts totaling $5.2 million have been returned against subsidiaries of the Company related to claims by former employees of now closed manufacturing facilities for
wrongful discharge and common law tort. One of the verdicts was settled on September 30, 2002 for $1.3 million. In addition to the reduction of legal reserves discussed in Note 7,
the Company also recorded a $1.0 million credit to selling, general and administrative expenses in fiscal 2002 due to a revision on the remaining litigation assessments. The other case is
currently on appeal, as management and legal counsel believe the verdict in the lawsuit is both legally and factually incorrect.

7.     Business Reorganization

The Company's strategy has been to source production internationally in order to remain competitive in the apparel marketplace and to provide
high-quality, low-cost products as a value to its customers. The 2002 and 2001 reorganizations were the results of this strategy.

49

---

2002 Reorganization

The following summarizes the reorganization costs included in gross profit for the fiscal year ended September 30, 2002 ("2002 Reorganization Activities") (in thousands):

Weslaco, Texas cutting facility closing

$
1,000Edinburg, Texas facility write-down reversal


(2,157
)Dominican Republic manufacturing facility closing


589Reduction of legal reserve


(3,244
)Total reorganization costs

$
(3,812
)


In
January 2002, the Company announced plans to close its cutting facility in Weslaco, Texas. Accordingly, the Company recorded a $1.0 million pre-tax charge to
operations for reorganization costs in the second quarter of fiscal 2002. All 142 employees at the Weslaco facility were terminated in conjunction with the closure, which was completed in
June 2002. The 2002 reorganization has been completed and actual amounts paid pursuant to the plan approximated the initial $1.0 million charge.

In
conjunction with the closure of the Edinburg, Texas manufacturing facility in fiscal 2001 (see2001 Reorganizationbelow), the net book
value of the facility of $2.2 million was written off since the net realizable value of the facility was expected to be insignificant. Subsequent to marketing this facility nationally, having
appraisals completed on the property, and receiving an initial offer for this facility during the second quarter of fiscal 2002 (in excess of the pre-closure net book value), the Company
reversed the original facility write-down and classified the facility as an asset held for sale. The $2.2 million reversal was recorded as a credit to reorganization costs in the
statement of operations in the second quarter of fiscal 2002. In the second quarter of fiscal 2003, the Company sold the facility for net cash proceeds of $2.5 million. The sale resulted in a
pre-tax gain of approximately $0.3 million which was recorded in other income (expense), net.

In
September 2002, the Company announced plans to close one of its manufacturing facilities in the Dominican Republic. Accordingly, the Company recorded a $0.6 pre-tax
million charge to operations for reorganization costs in the fourth quarter of fiscal 2002. All 341 employees at the facility were terminated in conjunction with the closure, which was completed in
November 2002. Severance payments of $0.5 million and other employee termination and administrative costs of $0.1 million were paid during fiscal 2003.

Also,
in September 2002, the Company settled a pending lawsuit for $1.3 million related to a claim by a former employee of a closed facility for wrongful discharge. As a
result of this settlement, the Company recorded a $3.2 million credit to reorganization costs in the fourth quarter of fiscal 2002.

In
addition to the reorganization activities noted above, the Company reduced its sales force during the fourth quarter of fiscal 2002, terminating 6 employees. As a result, the Company
recorded a $1.0 million pre-tax charge to operations in selling, general and administrative expenses. The Company paid $0.8 million in severance payments during fiscal 2003,
and periodic severance payments to these terminated employees will continue through January 2004. The remaining $0.2 million in severance payments have been included in accrued
liabilities as of September 30, 2003.

50

---

2001 Reorganization

In March 2001, the Company announced plans to close its manufacturing facility in Edinburg, Texas, and its operations in Japan. The Company recorded a
$20.8 million charge to operations ($14.3 million after taxes) in the second quarter of fiscal 2001. The charge consisted of $8.6 million in legal costs, $8.1 million in
employee termination and related costs, $3.1 million in plant and equipment impairments and $1.0 million in other asset write downs. A $0.7 million pre-tax reduction
of the charges for the 2001 reorganization was credited to operations in the fourth quarter of fiscal 2001 as a result of lower than expected costs related to terminated employees and better than
expected recoveries on equipment, offset by lower than anticipated recoveries on inventories and receivables in Japan.

The
$8.6 million charge for legal costs included a $1.6 million cash settlement for certain claims and $7.0 million for estimated losses on unsettled claims against
the Company, including two jury verdicts totaling $5.2 million, which were returned against subsidiaries of the Company. One of the verdicts was settled on September 30, 2002 for
$1.3 million. The other case is currently on appeal. Many of the legal claims against the Company relate to claims for wrongful discharge and common law tort by former employees of the
Company's sewing facilities in south Texas that were closed in previous years.

Severance
and other employee related payments of $6.0 million had been made as of September 30, 2003.

Liabilities
for the 2001 reorganization costs are summarized as follows(in millions):

|                                       |  | Balance
March 31, 2001 |     | Payments |   | Adjustments |   | Balance
September 30, 2003
|-------------------------------------- |  | ---------------------- | --- | -------- | - | ----------- | - | --------------------------
|Employee termination and related costs |  | $                      | 8.1 |          | $ | (6.0        | ) | $                         
|Legal costs                            |  |                        | 8.6 |          |   | (3.9        | ) |                           

8.     Employee Benefit Plans

The Company provides a Profit Sharing and Savings Plan (the "Plan") to all eligible employees of the Company, as defined. Participants may contribute, subject to
IRS limits, from 1% to 15% of their compensation to the Plan under Internal Revenue Code Section 401(k) ("401(k) Contributions"). Highly compensated employees, as defined, are limited to a
maximum of 10% of their compensation under the Plan for tax-deferred contributions. Participant 401(k) Contributions are 100% vested at the date they are contributed. The Company matches
401(k) contributions, subject to IRS limits, up to 50% of each participant's 401(k) contribution (25% for Jerell employees) and up to 6% of the participant's compensation. The Company's matching
401(k) contributions vest over a period of three years. The Company also may make a discretionary profit sharing contribution as a percent of the participant's eligible compensation. The Company's
discretionary profit sharing contributions vest over a period of seven years. The Company has contributed approximately $1.0 million, $1.6 million and $1.1 million for the fiscal
years ended September 30, 2003, 2002 and 2001, respectively.

The
Company also has a health and welfare benefits program (the "Program") to provide eligible employees of the Company, as defined, with certain health and welfare benefits.
Contributions are made by the Company, as defined by the Program trust agreement. The Company contributed $3.8 million, $4.1 million and $4.4 million to the trust for the fiscal
years ended September 30, 2003, 2002 and 2001, respectively.

51

---

The
Company has a noncompensatory employee stock purchase plan to provide employees with a convenient way to acquire Company stock through payroll deductions. Substantially all employees
meeting limited employment qualifications may participate in the stock purchase plan.

Supplemental Executive Retirement Plan

In order to provide supplemental retirement benefits and preretirement death benefits to select executive officers, the Company formed the Haggar Corp.
Supplemental Executive Retirement Plan ("SERP"). At retirement age, as defined in the SERP, each participant will be entitled to a life annuity benefit (if married, a joint and 50% survivor annuity)
equal to 65% of the participant's average total compensation during the three prior fiscal years, reduced by any Company-provided benefit under the existing deferred annuity program. If a participant
dies before retirement, the surviving spouse or other beneficiary will receive a death benefit equal to $400,000 per year payable annually for 10 years.

The
liabilities under these agreements are being accrued over the officers' remaining periods of employment so that, on the date of their retirement, the then-present value
of the annual payments will have been accrued. The SERP liability, which is included in other non-current liabilities, was $4.3 million and $2.9 million at
September 30, 2003 and 2002, respectively. The Company has established a trust to which the Company is contributing cash to purchase variable life insurance policies insuring each participant
with the Company as beneficiary. During fiscal 2003, 2002 and 2001, the Company contributed $0.9, $1.3 million and $0.7 million, respectively, to the trust for the payment of premiums on
variable life policies insuring two executive officers.

Split-Dollar Life Insurance Agreements

During fiscal 1991, the Company entered into split-dollar life insurance agreements with trusts established by three former officers of the Company. Pursuant to
these agreements, the Company is entitled to the cumulative premiums it has paid on the policies less the Company's interest in policy loans and related accrued interest. No further premiums are due
on these policies. The Company's interest in the policies was $1.1 million at September 30, 2003 and 2002, which is net of $9.1 million in policy loans made to the Company bearing
interest at 7.0%, and is recorded in other assets on the balance sheet. Interest expense for the years ended September 30, 2003 and 2002 was $0.6 million and $0.7 million,
respectively, related to these policy loans.

Long-Term Incentive Plan

The Company has had, since 1992, a long-term incentive plan which authorizes the grant of stock options to key employees. The options vest over a
period of three to five years and expire ten years from the date of grant. The options are issued at an exercise price not less than the fair market value of the Company's common stock on the date of
the grant. The long-term incentive plan allows for 1,750,000 shares to be granted. In October 2002, in accordance with the terms of the plan, this long-term incentive
plan terminated and, accordingly, no further options may be granted under the plan.

On
May 1, 2003, the Company adopted a new stockholder approved long-term incentive plan which authorizes the Company to issue up to 575,000 additional shares in
connection with options, restricted shares and rights without accompanying options granted to directors, officers or employees of the Company. The terms and vesting periods will be determined as each
option is granted, but the

52

---

option
price cannot be less than the market value of the common stock at the grant date. No options had been granted under the 2003 long-term incentive plan through September 30,
2003.

The
following table summarizes the changes in common stock options outstanding in fiscal 2003, 2002 and 2001:

Shares

Weighted Average
Exercise PriceOptions outstanding as of September 30, 2000

1,587,365

$
12.55Options granted

6,000

$
12.00Options exercised

(8,002
)
$
11.00Options outstanding as of September 30, 2001

1,585,363

$
12.56Options exercisable as of September 30, 2001

1,290,739

$
12.87Options granted

15,000

$
14.05Options exercised

(69,609
)
$
11.94Options canceled

(109,979
)
$
12.57Options outstanding as of September 30, 2002

1,420,775

$
12.61Options exercisable as of September 30, 2002

1,270,765

$
12.74Options granted




Options exercised

(58,000
)
$
12.21Options canceled

(185,146
)
$
13.49Options outstanding as of September 30, 2003

1,177,629

$
12.51Options exercisable as of September 30, 2003

1,157,229

$
12.49


The
following table summarizes information about common stock options outstanding as of September 30, 2003:

Options Outstanding

Options ExercisableRange of Exercise Prices

Options
Outstanding

Weighted-
Average
Remaining
Contractual
Life

Weighted-
Average
Exercise
Price

Options
Exercisable

Weighted-
Average
Exercise
Price$11.00-$15.875

1,169,629

3.97

$
12.44

1,149,229

$
12.42$23.00

8,000

1.36

$
23.00

8,000

$
23.001,177,629



$
12.51

1,157,229

$
12.49


Stockholder Rights Agreement

On October 10, 2002, the Company adopted a stockholder rights agreement ("Rights Agreement"). Pursuant to the Rights Agreement, each outstanding share of
the Company's common stock is accompanied by one purchase right ("Right"). Each Right is exercisable only in the event of a proposed takeover, as defined by the Rights Agreement. The Company may
redeem the rights at $0.01 per Right prior to the time that 15 percent of the Company's common stock has been acquired by a person or group. If the Company is acquired, as defined in the Rights
Agreement, each Right will entitle its holder to purchase one one-hundredth of a share of Series B Junior Participating Preferred Stock ("Preferred Stock") at a purchase price of
$45.00 per one one-hundredth of a share, subject to adjustment as defined in the Rights Agreement.

53

---

The
Company has 250,000 shares of Preferred Stock reserved for issuance related to the Rights Agreement. The holders of Preferred Stock are entitled to cumulative quarterly dividends of
$5.00 per share, subject to adjustments as defined in the Rights Agreement.

9.     Building Sales

On July 16, 2003, the Company sold its corporate headquarters facility to a third party for net proceeds of approximately $15.0 million, resulting
in a gain of $5.9 million ($3.7 million net of tax) which was recorded in other income (expense), net. On July 25, 2003, the Company used the proceeds from the sale to purchase an
undivided interest in a new corporate headquarters facility for $13.7 million. This transaction qualifies as a Section 1031 like-kind exchange under the Internal Revenue
Code. In conjunction with the sale of the current corporate headquarters facility, the Company also entered into a short-term lease with the buyer to occupy the current headquarters
building through January 2004, when the Company plans to relocate its headquarters to the new facility. The Company also transferred $1.3 million of the proceeds from the sale to an
escrow account to be used solely for capital improvements at the new corporate headquarters facility. The restricted cash balance is included in other assets.

In
March 2003, the Company sold the Edinburg, Texas manufacturing facility for net cash proceeds of $2.5 million. The sale resulted in a pre-tax gain of
approximately $0.3 million which was recorded in other income (expense), net.

In
June 2002, the Company sold a manufacturing facility for net cash proceeds of $0.1 million and a $0.4 million note receivable bearing interest at 8.0% and payable
in monthly installments with a balloon
payment for the outstanding balance in June 2006. The sale resulted in a pre-tax gain of approximately $0.5 million, which was recorded in other income (expense), net.

10.   Segment Reporting

The Company's three operating segments are business units that offer similar products through different distribution channels. The Company's wholesale segment
designs, manufactures, imports and markets casual and dress men's and women's apparel to retailers throughout North America and the United Kingdom. The Company also operates two other segments,
including the retail segment, which markets Haggar® branded products through 70 Company operated stores located in the Company's Dallas headquarters and in outlet malls throughout the
United States, and a licensing segment, which generates royalty income by licensing the Company's trademarks for use by other manufacturers of specified products in specified geographic areas. The
retail and licensing segments are not material for separate disclosure, and have been combined in the results below. The Company evaluates performance and allocates resources based on segment profits.

Intercompany
sales from the wholesale segment to the retail segment are not reflected in wholesale segment net sales. Additionally, there is no profit included on sales from the
wholesale segment to the retail segment. The accounting policies of the reportable segments are the same as those described in Note 1. Segment profit (loss) is comprised of segment net income
before net interest expense, provision (benefit) for income taxes and cumulative effect of accounting change.

54

---

The
table below reflects the Company's segment results for all periods presented. The financial statements for the fiscal year ended September 30, 2001 have been revised to
include these disclosures.

(In thousands)

Wholesale

Other

Consolidated2003Net sales

$
435,844

$
46,531

$
482,375Segment profit


17,163


1,101


18,2642002Net sales

$
435,550

$
46,281

$
481,831Segment profit (loss)


17,473


(37
)

17,4362001Net sales

$
403,126

$
41,444

$
444,570Segment loss


(5,047
)

(552
)

(5,599
)


A
reconciliation of total segment profit (loss) to consolidated income (loss) before provision (benefit) for income taxes and cumulative effect of accounting change is as follows (in thousands):

Years Ended September 30,2003

2002

2001Segment profit (loss)

$
18,264

$
17,436

$
(5,599
)Interest expense, net


(2,535
)

(3,600
)

(5,140
)Consolidated income (loss) before provision (benefit) for income taxes and cumulative effect of accounting change

$
15,729

$
13,836

$
(10,739
)


The
Company does not segregate assets on a segment basis for internal management reporting and, therefore, such information is not presented.

11.   Related Party Transactions

A director of the Company, who became a director in fiscal 2002, is a partner of a law firm that rendered various legal services for the Company during fiscal
2003, 2002 and 2001. The Company paid the law firm approximately $0.5 million, $0.6 million and $0.3 million for legal services during fiscal 2003, 2002 and 2001, respectively.
There were $0.1 million in unpaid fees to the law firm at September 30, 2003, which were included in accrued liabilities. There were no amounts due to such firm from the Company as of
September 30, 2002.

12.   Fair Value of Financial Instruments.

The carrying amounts of cash and cash equivalents, accounts receivable, other assets, accounts payable and accrued liabilities are reasonable estimates of their
fair values because of the short-term nature of these accounts. The carrying amounts and estimated fair values of other financial instruments, primarily long term debt, as of
September 30, 2003 are listed in the following table:

Carrying
Amount

Estimated
Fair Value(Dollars in thousands)Industrial Development Revenue Bonds

$
2,200

$
2,200Senior notes

$
7,142

$
7,348


55

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The
Industrial Development Revenue Bonds are variable-rate instruments and, as such, the carrying amount approximates the fair value of these instruments. The fair value of
the senior notes is estimated by calculating the present value of the future cash flows at a current interest rate for a similar financial instrument. The current rates for other financial instruments
did not vary materially from stated interest rates and, as such, the carrying value approximates the fair value of these instruments.

13.   Recently Issued and Adopted Financial Standards

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46,") "Consolidation of Variable Interest Entitiesan Interpretation
of ARB No. 51," which addresses consolidation of variable interest entities ("VIEs") to which the usual consolidation described in Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," does not apply because the VIEs have no voting interests or otherwise are not subject to control through ownership of voting interests. FIN 46 requires existing unconsolidated
VIEs to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. The provisions of the interpretation are effective immediately for VIEs
created after January 31, 2003, and to VIEs in which an entity obtains an interest after that date. An entity with a variable interest in a VIE created before February 1, 2003, must
apply the provisions no later than the first reporting period ending after December 15, 2003. The interpretation may be applied prospectively with a cumulative-effect adjustment as of the date
on which it is first applied or by restating previously issued financial statements. The Company has adopted the interpretation and has determined it is not party to any VIEs that would require
consolidation.

In
May 2003, the Emerging Issues Task Force of the FASB reached a consensus on Issue 01-8 ("EITF 01-8,") "Determining Whether an Arrangement Contains a
Lease." Under the provisions of EITF 01-8, arrangements conveying the right to control the use of specific property, plant and equipment must be evaluated to determine whether they contain
a lease. The Company enters into contracts for the cutting and assembly of its products that, depending on the facts and circumstances, could be subject to EITF 01-8. The new rules would
be applied prospectively to such contracts entered into or modified after July 1, 2003. Accordingly, the impact of EITF 01-8 on the Company's future results of operations and
financial position will depend on the terms contained in contracts entered into or modified after such date.

56

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Report of Independent Auditors on  Financial Statement Schedules

To
the Board of Directors and Shareholders
of Haggar Corp.:

Our
audits of the consolidated financial statements referred to in our report dated November 5, 2003 appearing in this 2003 Form 10-K of Haggar Corp., also
included audits of the financial statement schedules as of September 30, 2003 and 2002, and for the years then ended, listed in Item 15(a)(2) of this Form 10-K. In our
opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

The
2001 financial statement schedule information of Haggar Corp. and Subsidiaries was audited by other independent accountants who have ceased operations. Those independent accountants
expressed an unqualified opinion on that financial statement schedule information in their report dated November 1, 2001.



Dallas,
Texas
November 5, 2003

57

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This is a copy of the audit report previously issued by Arthur Andersen LLP in connection with the Company's filing on Form 10-K for the fiscal year ended
September 30, 2001. This audit report has not been reissued by Arthur Andersen LLP in connection with this filing on Form 10-K nor has Arthur Andersen LLP provided a consent
to the inclusion of its report in this Form 10-K. For further discussion, see Exhibit 23(b) to this Form 10-K of which this report forms a
part.

Report of Independent Public Accountants

To
Haggar Corp.:

We
have audited in accordance with auditing standards generally accepted in the United States the consolidated financial statements of Haggar Corp. (a Nevada corporation) and
subsidiaries included in this Form 10-K and have issued our report thereon dated November 1, 2001. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. Schedules I and II are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as
a whole.

Arthur
Andersen LLP

Dallas,
Texas,
November 1, 2001

58

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SCHEDULE I
Page 1 of 3

Haggar Corp. and Subsidiaries    Condensed Financial Information of Registrant  Haggar Corp. (Parent Company)  Balance Sheets  As of September 30, 2003 and 2002(In
thousands)

|                                               |                                   | 2003                       |         | 2002    |        
|---------------------------------------------- | --------------------------------- | -------------------------- | ------- | ------- | -------
|ASSETS:                                        |                                   |                            |         |         |        
|Investment in subsidiaries                     |                                   | $                          | 38,944  |         | $      
|Note receivable from Haggar Clothing Co.       |                                   |                            | 176,247 |         |        
|                                               |                                   |                            |         |         |        
|Total assets                                   |                                   | $                          | 215,191 |         | $      
|                                               |                                   |                            |         |         |        
|LIABILITIES AND STOCKHOLDERS' EQUITY           |                                   |                            |         |         |        
|CURRENT LIABILITIES:                           |                                   |                            |         |         |        
|Dividend payable and other current liabilities |                                   | $                          | 324     |         | $      
|Due to subsidiaries                            |                                   |                            | 61,450  |         |        
|                                               |                                   |                            |         |         |        
|                                               |                                   | Total current liabilities  |         |         | 61,774 
|STOCKHOLDERS' EQUITY:                          |                                   |                            |         |         |        
|                                               | Common stock                      |                            |         | 872     |        
|                                               | Additional paid-in capital        |                            |         | 43,653  |        
|                                               | Retained earnings                 |                            |         | 134,016 |        
|                                               | Cumulative translation adjustment |                            |         | (163    | )      
|                                               | Lesstreasury stock               |                            |         | (24,961 | )      
|                                               |                                   |                            |         |         |        
|                                               |                                   | Total stockholders' equity |         |         | 153,417
|                                               |                                   |                            |         |         |        
|Total liabilities and stockholder's equity     |                                   | $                          | 215,191 |         | $      
|                                               |                                   |                            |         |         |        

59

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SCHEDULE
I
Page 2 of 3

Haggar Corp. and Subsidiaries    Condensed Financial Information of Registrant  Haggar Corp. (Parent Company)  Statements of Operations  For the Years Ended September 30, 2003, 2002 and 2001(In thousands)

|                                   |                   | 2003 |        | 2002  |   | 2001    |       
|---------------------------------- | ----------------- | ---- | ------ | ----- | - | ------- | ------
|Equity in earnings of subsidiaries |                   |      | 493    |       | $ | (15,650 | )     
|Interest income                    |                   |      | 13,807 |       |   | 12,726  |       
|Income tax provision               |                   |      | 4,444  |       |   | 4,641   |       
|                                   |                   |      |        |       |   |         |       
|                                   | Net income (loss) |      | $      | 9,856 |   | $       | (7,565
|                                   |                   |      |        |       |   |         |       

60

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SCHEDULE
I
Page 3 of 3

Haggar Corp. and Subsidiaries    Condensed Financial Information of Registrant  Haggar Corp. (Parent Company)  Statements of Cash Flows  For the Year Ended September 30, 2003 and 2002(In thousands)

|                                          |  | 2003 |  | 2002
|----------------------------------------- |  | ---- |  | ----
|Net cash provided by operating activities |  |     |  |    
|Net cash provided by investing activities |  |     |  |    
|Net cash provided by financing activities |  |     |  |    

61

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SCHEDULE II

Haggar Corp. and Subsidiaries    Valuation and Qualifying Accounts  As of September 30, 2003, 2002 and 2001(In thousands)

|                                 |  | Balance at
Beginning of
Period |     | Charges to
Costs and
Expenses |   | Payments |  | Deductions
and Other |   | Balance at
End of
Period
|-------------------------------- |  | ------------------------------ | --- | ----------------------------- | - | -------- |  | -------------------- | - | ------------------------
|September 30, 2003:              |  |                                |     |                               |   |          |  |                      |   |                         
|Allowance for doubtful accounts  |  | $                              | 381 |                               | $ | 199      |  | $                    |  |                         
|September 30, 2002:              |  |                                |     |                               |   |          |  |                      |   |                         
|SFAS No. 109 valuation allowance |  | $                              | 291 |                               | $ |         |  | $                    |  |                         
|Allowance for doubtful accounts  |  |                                | 968 |                               |   |         |  |                      |  |                         
|September 30, 2001:              |  |                                |     |                               |   |          |  |                      |   |                         
|SFAS No. 109 valuation allowance |  | $                              | 291 |                               | $ |         |  | $                    |  |                         
|Allowance for doubtful accounts  |  |                                | 785 |                               |   | 183      |  |                      |  |                         

62

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

As discussed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2002, the Company
changed certifying public accountants during fiscal 2002. Effective April 1, 2002, the Company engaged PricewaterhouseCoopers LLP as its independent auditors, replacing Arthur Andersen LLP.

ITEM 9A. CONTROLS AND PROCEDURES

The Chief Executive Officer and Chief Financial Officer of the Company have reviewed and evaluated the effectiveness of the Company's disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 240.13a-14(c) and 15d-14(c)), and have concluded that, as of the end of the period covered by this
annual report on Form 10-K, such disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be disclosed in
the periodic reports the Company files or submits under the Securities Exchange Act of 1934. During the most recent fiscal quarter, there have not been any significant changes in the internal controls
over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Part III, Item 10 is incorporated herein by reference from the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A in connection
with the Company's 2004 Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this report.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Part III, Item 11 is incorporated herein by reference from the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A in connection with the Company's 2004 Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this
report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Part III, Item 12 is incorporated herein by reference from the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A in connection with the Company's 2004 Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this
report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Part III, Item 13 is incorporated herein by reference from the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A in connection with the Company's 2004 Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this
report.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Part III, Item 14 is incorporated herein by reference from the Company's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A in connection with the Company's 2004 Annual Meeting of Stockholders not later than 120 days after the end of the fiscal year covered by this
report.

63

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

PagesReports of Independent Auditors

33-34Consolidated Balance Sheets, at September 30, 2003 and 2002

35Consolidated Statements of Operations and Comprehensive Income, Years Ended September 30, 2003, 2002 and 2001

36Consolidated Statements of Stockholders' Equity, Years Ended September 30, 2003, 2002 and 2001

37Consolidated Statements of Cash Flows, Years Ended September 30, 2003, 2002 and 2001

38Notes to Consolidated Financial Statements

39-56




Reports of Independent Auditors

57-58Schedule ICondensed Financial Information of the RegistrantHaggar Corp. (Parent Company)

59-61Schedule IIValuation and Qualifying Accounts

62






Exhibit
Number

Description3(a)

Third Amended and Fully Restated Articles of Incorporation. (Incorporated by reference from Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993 [File No. 0-20850].)3(b)

Amended and Restated Bylaws of the Company, as amended, dated October 10, 2002. (Incorporated by reference from Exhibit 99.2 to the Company's Current Report on Form 8-K filed October 15, 2002 [File No. 0-20850].)4(a)

Specimen Certificate evidencing Common Stock (and Preferred Stock Purchase Right). (Incorporated by reference from Exhibit 4(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994 [File
No. 0-20850].)4(b)

Note Purchase Agreement dated December 22, 1994, among Haggar Apparel Company, Haggar Corp. and Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1994 [File No. 0-20850].)


64

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4(c)

Note No. 1 dated December 22, 1994, in original principal amount of $10,500,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(b) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)4(d)

Note No. 2 dated December 22, 1994, in original principal amount of $6,500,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(c) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)4(e)

Note No. 3 dated December 22, 1994, in original principal amount of $4,800,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(d) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)4(f)

Note No. 4 dated December 22, 1994, in original principal amount of $2,200,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(e) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)4(g)

Note No. 5 dated December 22, 1994, in original principal amount of $1,000,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(f) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)4(h)

Rights Agreement, dated as of October 10, 2002, between the Company and Mellon Investor Services, LLC, as Rights Agent, specifying the terms of the Rights, which includes the description of Series B Junior Participating Preferred Stock as Exhibit A,
the form of Rights Certificate as Exhibit B and the form of the Summary of Rights as Exhibit C. (Incorporated by reference from Exhibit 99.3 to the Company's Current Report on Form 8-K, filed October 15, 2002 [File No. 0-20850].)4(i)

Form of Rights Certificate. (Incorporated by reference from Exhibit 99.4 to the Company's Current Report on Form 8-K, filed October 15, 2002 [File No. 0-20850].)4(j)

Form of Summary of Rights. (Incorporated by reference from Exhibit 99.5 to the Company's Current Report on Form 8-K, filed October 15, 2002 [File No. 0-20850].)


65

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10(a)

Management Incentive Plan. (Incorporated by reference from Exhibit 10(b) to the Company's Registration Statement on Form S-1, filed with the Security and Exchange Commission on October 1, 1992 [Registration No. 33-52704].)10(b)

1992 Long Term Incentive Plan. (Incorporated by reference from Exhibit 10(a) to the Company's Pre-Effective Amendment No. 1 to Form S-1, filed with the Security and Exchange Commission on November 16, 1992 [Registration No. 33-52704].)10(c)

First Amendment to the 1992 Long Term Incentive Plan. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 [File No. 0-20850].)10(d)

Second Amendment to the 1992 Long Term Incentive Plan, dated February 5, 1995. (Incorporated by reference from Exhibit 10(d) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)10(e)

Third Amendment to 1992 Long Term Incentive Plan, dated February 10, 1999. (Incorporated by reference from Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)10(f)

Fourth Amendment to 1992 Long Term Incentive Plan, dated November 2, 1999. (Incorporated by reference from Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)10(g)

Fifth Amendment to 1992 Long Term Incentive Plan, dated April 27, 2000. (Incorporated by reference from Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)10(h)

Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and J. M. Haggar, III, Chief Executive Officer. (Incorporated by reference from Exhibit 10(m) to the Company's Annual Report on Form 10-K for
the year ended September 30, 2001 [File No. 0-20850].)10(i)

First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and J.M. Haggar, III, Chairman and Chief Executive Officer. (Incorporated by reference from Exhibit 10(c) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)10(j)

Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and Frank D. Bracken, President. (Incorporated by reference from Exhibit 10(n) to the Company's Annual Report on Form 10-K for the year ended September 30, 2001 [File
No. 0-20850].)10(k)

First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and Frank D. Bracken, President and Chief Operating Officer. (Incorporated by reference from Exhibit 10(d) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)


66

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10(l)

Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and David Tehle, Executive Vice President. (Incorporated by reference from Exhibit 10(o) to the Company's Annual Report on Form 10-K for the year ended September 30,
2001 [File No. 0-20850].)10(m)

First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and David Tehle, Executive Vice President and Chief Financial Officer. (Incorporated by reference from Exhibit 10(e) to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)10(n)

Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and Alan Burks, Executive Vice President. (Incorporated by reference from Exhibit 10(p) to the Company's Annual Report on Form 10-K for the year ended September 30, 2001
[File No. 0-20850].)10(o)

First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and Alan Burks, Executive Vice President and Chief Marketing Officer. (Incorporated by reference from Exhibit 10(f) to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)10(p)

Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and David Roy, Executive Vice President. (Incorporated by reference from Exhibit 10(q) to the Company's Annual Report on Form 10-K for the year ended September 30, 2001
[File No. 0-20850].)10(q)

First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and David Roy, Executive Vice President of Operations. (Incorporated by reference from Exhibit 10(g) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)10(r)

Second Amended and Restated Credit Agreement between the Company and JP Morgan Chase Bank, as agent for a bank syndicate. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
[File No. 0-20850].)10(s)

First Amendment to Second Amended and Restated Credit Agreement, dated December 11, 2002, between the Company and JPMorgan Chase Bank, as Agent for a bank syndicate. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 2002 [File No. 0-20850].)10(t)

Second Amendment to Second Amended and Restated Credit Agreement dated June 6, 2003, between the Company and JPMorgan Chase Bank, as agent for a bank syndicate. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2003 [File No. 0-20850].)10(u)

Haggar Clothing Co. Bonus Savings Plan, effective January 1, 1998. (Incorporated by reference from Exhibit 10(n) to the Company's Annual Report on Form 10-K for the quarter ended June 30, 2003 [File No. 0-20850].)


67

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10(v)

Haggar Corp. Supplemental Executive Retirement Plan, effective October 1, 1999, and related Participant Agreements. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999
[File No. 0-20850].)10(w)

First Amendment to Haggar Corp. Supplemental Executive Retirement Plan dated February 14, 2003. (Incorporated by reference from Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File No.
0-20850].)10(x)

First Amendment to Trust Under the Haggar Corp. Supplemental Executive Retirement Plan dated February 14, 2003, between Haggar Clothing Co. and David Tehle, Trustee. (Incorporated by reference from Exhibit 10(i) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 [File 0-20850].)10(y)

First Amendment to Participation Agreement Under the Haggar Corp. Supplemental Executive Retirement Plan dated February 15, 2003, between Haggar Clothing Co. and J.M. Haggar, III, Chairman and Chief Executive Officer. (Incorporated by reference from
Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)10(z)

First Amendment to Participation Agreement Under the Haggar Corp. Supplemental Executive Retirement Plan dated February 15, 2003, between Haggar Clothing Co. and Frank D. Bracken, President and Chief Operating Officer. (Incorporated by reference
from Exhibit 10(k) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)10(aa)

Split Dollar Life Insurance Plan, effective October 1, 1999, and related Collateral Assignments and Participant Insurance Agreements. (Incorporated by reference from Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999 [File No. 0-20850].)10(ab)

First Amendment to Haggar Corp. Split-Dollar Insurance Plan dated February 14, 2003. (Incorporated by reference from Exhibit 10(l) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File
No. 0-20850].)10(ac)

Wage Continuation Plan, effective October 1, 1999. (Incorporated by reference from Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 [File No. 0-20850].)10(ad)

Settlement Agreement, dated February 17, 2003, by and among the Company, Thomas G. Kahn, Donald Kahn, Irving Kahn, Kahn Brothers & Co., Inc., a New York corporation, and the Kahn Brothers & Co. Profit Sharing Plan & Trust, a trust
organized under the laws of New York. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed February 18, 2003 [File No. 0-20850].)


68

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10(ae)

Settlement Agreement, dated February 17, 2003, by and among the Company, Mark E. Schwarz, Newcastle Capital Group, L.L.C., a Texas limited liability company, Newcastle Capital Management L.P., a Texas limited partnership, and Newcastle Partners, L.P.
a Texas limited partnership. (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed February 18, 2003 [File No. 0-20850].)10(af)

Commercial ContractImproved Property effective as of February 14, 2003, between Haggar Clothing Co. and PPM Specialists, Ltd. (Incorporated by reference from Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003 [File No. 0-20850].)10(ag)

First Amendment to Commercial ContractImproved Property effective as of May 6, 2003, between Haggar Clothing Co. and PPM Specialists, Ltd. (Incorporated by reference from Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 [File No. 0-20850].)10(ah)

Commercial ContractImproved Property effective as of May 9, 2003, between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
[File No. 0-20850].)10(ai)

First Amendment to Commercial ContractImproved Property effective as of June 3, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)10(aj)

Second Amendment to Commercial ContractImproved Property effective as of July 8, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)10(ak)

Third Amendment to Commercial ContractImproved Property effective as of July 9, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(e) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)10(al)

Fourth Amendment to Commercial ContractImproved Property effective as of July 10, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)10(am)

Fifth Amendment to Commercial ContractImproved Property effective as of July 15, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)10(an)

Sixth Amendment to Commercial ContractImproved Property effective as of July 17, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)


69

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10(ao)

Seventh Amendment to Commercial ContractImproved Property effective as of July 18, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(i) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)10(ap)

Eighth Amendment to Commercial ContractImproved Property effective as of July 21, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)10(aq)

Ninth Amendment to Commercial ContractImproved Property effective as of July 23, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(k) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 [File No. 0-20850].)21*

Subsidiaries of the Company.23(a)*

Consent of PricewaterhouseCoopers LLP.23(b)*

Notice regarding lack of consent of Arthur Andersen LLP.31(a)*

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(b).31(b)*

Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b).32(a)*

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 enacted by Section 906 of the Sarbanes-Oxley Act of 2002.32(b)*

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 enacted by Section 906 of the Sarbanes-Oxley Act of 2002.


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70

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SIGNATURES

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

| |  | HAGGAR CORP.
(Registrant)
| |  | -------------------------
| |  | By:                      

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

|Signature                             |  | Title                                                                                                                      |  | Date             
|------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|                                      |  |                                                                                                                            |  |                  
|/s/J. M. HAGGAR, IIIJ. M. Haggar, III |  | Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)                               |  | December 12, 2003
|/s/FRANK D. BRACKENFrank D. Bracken   |  | Director, President and Chief Operating Officer                                                                            |  | December 12, 2003
|/s/DAVID M. TEHLEDavid M. Tehle       |  | Executive Vice President and Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) |  | December 12, 2003
|/s/JOHN C. TOLLESONJohn C. Tolleson   |  | Director                                                                                                                   |  | December 12, 2003
|/s/RAE F. EVANSRae F. Evans           |  | Director                                                                                                                   |  | December 12, 2003
|/s/DONALD E. GODWINDonald E. Godwin   |  | Director                                                                                                                   |  | December 12, 2003
|/s/RICHARD W. HEATHRichard W. Heath   |  | Director                                                                                                                   |  | December 12, 2003
|/s/J. NEAL THOMASJ. Neal Thomas       |  | Director                                                                                                                   |  | December 12, 2003
|/s/THOMAS G. KAHNThomas G. Kahn       |  | Director                                                                                                                   |  | December 12, 2003

71

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INDEX TO EXHIBITS

|Exhibit
Number |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(a            | ) | Third Amended and Fully Restated Articles of Incorporation. (Incorporated by reference from Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993 [File No. 0-20850].)                                                                                                                                                                                                                                                                         
|3(b            | ) | Amended and Restated Bylaws of the Company, as amended, dated October 10, 2002. (Incorporated by reference from Exhibit 99.2 to the Company's Current Report on Form 8-K filed October 15, 2002 [File No. 0-20850].)                                                                                                                                                                                                                                                                           
|4(a            | ) | Specimen Certificate evidencing Common Stock (and Preferred Stock Purchase Right). (Incorporated by reference from Exhibit 4(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994 [File No. 0-20850].)                                                                                                                                                                                                                                                  
|4(b            | ) | Note Purchase Agreement dated December 22, 1994, among Haggar Apparel Company, Haggar Corp. and Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994 [File No. 0-20850].)                                                                                                                                                                                                      
|4(c            | ) | Note No. 1 dated December 22, 1994, in original principal amount of $10,500,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(b) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)                                                                                                                             
|4(d            | ) | Note No. 2 dated December 22, 1994, in original principal amount of $6,500,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(c) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)                                                                                                                              
|4(e            | ) | Note No. 3 dated December 22, 1994, in original principal amount of $4,800,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(d) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)                                                                                                                              
|4(f            | ) | Note No. 4 dated December 22, 1994, in original principal amount of $2,200,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(e) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)                                                                                                                              
|4(g            | ) | Note No. 5 dated December 22, 1994, in original principal amount of $1,000,000 executed by Haggar Apparel Company, as maker, and Haggar Corp., as guarantor, payable to Allstate Life Insurance Company. (Incorporated by reference from Exhibit 4(f) to
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994 [File No. 0-20850].)                                                                                                                              
|4(h            | ) | Rights Agreement, dated as of October 10, 2002, between the Company and Mellon Investor Services, LLC, as Rights Agent, specifying the terms of the Rights, which includes the description of Series B Junior Participating Preferred Stock as Exhibit A,
the form of Rights Certificate as Exhibit B and the form of the Summary of Rights as Exhibit C. (Incorporated by reference from Exhibit 99.3 to the Company's Current Report on Form 8-K, filed October 15, 2002 [File No. 0-20850].)
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|4(i  | ) | Form of Rights Certificate. (Incorporated by reference from Exhibit 99.4 to the Company's Current Report on Form 8-K, filed October 15, 2002 [File No. 0-20850].)                                                                                                                                                         
|---- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(j  | ) | Form of Summary of Rights. (Incorporated by reference from Exhibit 99.5 to the Company's Current Report on Form 8-K, filed October 15, 2002 [File No. 0-20850].)                                                                                                                                                          
|10(a | ) | Management Incentive Plan. (Incorporated by reference from Exhibit 10(b) to the Company's Registration Statement on Form S-1, filed with the Security and Exchange Commission on October 1, 1992 [Registration No. 33-52704].)                                                                                            
|10(b | ) | 1992 Long Term Incentive Plan. (Incorporated by reference from Exhibit 10(a) to the Company's Pre-Effective Amendment No. 1 to Form S-1, filed with the Security and Exchange Commission on November 16, 1992 [Registration No. 33-52704].)                                                                               
|10(c | ) | First Amendment to the 1992 Long Term Incentive Plan. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 [File No. 0-20850].)                                                                                                              
|10(d | ) | Second Amendment to the 1992 Long Term Incentive Plan, dated February 5, 1995. (Incorporated by reference from Exhibit 10(d) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)                                                                                       
|10(e | ) | Third Amendment to 1992 Long Term Incentive Plan, dated February 10, 1999. (Incorporated by reference from Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)                                                                                           
|10(f | ) | Fourth Amendment to 1992 Long Term Incentive Plan, dated November 2, 1999. (Incorporated by reference from Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)                                                                                           
|10(g | ) | Fifth Amendment to 1992 Long Term Incentive Plan, dated April 27, 2000. (Incorporated by reference from Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 [File No. 0-20850].)                                                                                              
|10(h | ) | Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and J. M. Haggar, III, Chief Executive Officer. (Incorporated by reference from Exhibit 10(m) to the Company's Annual Report on Form 10-K for the year ended September 30,
 2001 [File No. 0-20850].)                                    
|10(i | ) | First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and J.M. Haggar, III, Chairman and Chief Executive Officer. (Incorporated by reference from Exhibit 10(c) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].) 
|10(j | ) | Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and Frank D. Bracken, President. (Incorporated by reference from Exhibit 10(n) to the Company's Annual Report on Form 10-K for the year ended September 30,
2001 [File No. 0-20850].)                                                    
|10(k | ) | First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and Frank D. Bracken, President and Chief Operating Officer. (Incorporated by reference from Exhibit 10(d) to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)
|10(l | ) | Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and David Tehle, Executive Vice President. (Incorporated by reference from Exhibit 10(o) to the Company's Annual Report on Form 10-K for the year ended September 30,
2001 [File No. 0-20850].)                                          
|     |   |                                                                                                                                                                                                                                                                                                                           

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|10(m | ) | First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and David Tehle, Executive Vice President and Chief Financial Officer. (Incorporated by reference from Exhibit 10(e) to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)
|---- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(n | ) | Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and Alan Burks, Executive Vice President. (Incorporated by reference from Exhibit 10(p) to the Company's Annual Report on Form 10-K for the year ended September 30, 2001
[File No. 0-20850].)                                                     
|10(o | ) | First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and Alan Burks, Executive Vice President and Chief Marketing Officer. (Incorporated by reference from Exhibit 10(f) to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].) 
|10(p | ) | Executive Employment Agreement dated July 24, 2001, between Haggar Clothing Co., and David Roy, Executive Vice President. (Incorporated by reference from Exhibit 10(q) to the Company's Annual Report on Form 10-K for the year ended September 30, 2001
[File No. 0-20850].)                                                      
|10(q | ) | First Amendment to Executive Employment Agreement dated February 14, 2003, between Haggar Clothing Co. and David Roy, Executive Vice President of Operations. (Incorporated by reference from Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2003 [File No. 0-20850].)                
|10(r | ) | Second Amended and Restated Credit Agreement between the Company and JP Morgan Chase Bank, as agent for a bank syndicate. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
[File No. 0-20850].)                                                     
|10(s | ) | First Amendment to Second Amended and Restated Credit Agreement, dated December 11, 2002, between the Company and JPMorgan Chase Bank, as Agent for a bank syndicate. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 2002 [File No. 0-20850].)     
|10(t | ) | Second Amendment to Second Amended and Restated Credit Agreement dated June 6, 2003, between the Company and JPMorgan Chase Bank, as agent for a bank syndicate. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2003 [File No. 0-20850].)              
|10(u | ) | Haggar Clothing Co. Bonus Savings Plan, effective January 1, 1998. (Incorporated by reference from Exhibit 10(n) to the Company's Annual Report on Form 10-K for the quarter ended June 30, 2003 [File No. 0-20850].)                                                                                                               
|10(v | ) | Haggar Corp. Supplemental Executive Retirement Plan, effective October 1, 1999, and related Participant Agreements. (Incorporated by reference from Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999 [File No. 0-20850].)                                                       
|10(w | ) | First Amendment to Haggar Corp. Supplemental Executive Retirement Plan dated February 14, 2003. (Incorporated by reference from Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File
No. 0-20850].)                                                                              
|     |   |                                                                                                                                                                                                                                                                                                                                     

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|10(x  | ) | First Amendment to Trust Under the Haggar Corp. Supplemental Executive Retirement Plan dated February 14, 2003, between Haggar Clothing Co. and David Tehle, Trustee. (Incorporated by reference from Exhibit 10(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003 [File 0-20850].)                                                                                                   
|----- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(y  | ) | First Amendment to Participation Agreement Under the Haggar Corp. Supplemental Executive Retirement Plan dated February 15, 2003, between Haggar Clothing Co. and J.M. Haggar, III, Chairman and Chief Executive Officer. (Incorporated by reference from
Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)                                           
|10(z  | ) | First Amendment to Participation Agreement Under the Haggar Corp. Supplemental Executive Retirement Plan dated February 15, 2003, between Haggar Clothing Co. and Frank D. Bracken, President and Chief Operating Officer. (Incorporated by reference from
Exhibit 10(k) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)                                          
|10(aa | ) | Split Dollar Life Insurance Plan, effective October 1, 1999, and related Collateral Assignments and Participant Insurance Agreements. (Incorporated by reference from Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999 [File No. 0-20850].)                                                                                                                            
|10(ab | ) | First Amendment to Haggar Corp. Split-Dollar Insurance Plan dated February 14, 2003. (Incorporated by reference from Exhibit 10(l) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 [File No. 0-20850].)                                                                                                                                                                                
|10(ac | ) | Wage Continuation Plan, effective October 1, 1999. (Incorporated by reference from Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 [File No. 0-20850].)                                                                                                                                                                                                               
|10(ad | ) | Settlement Agreement, dated February 17, 2003, by and among the Company, Thomas G. Kahn, Donald Kahn, Irving Kahn, Kahn Brothers & Co., Inc., a New York corporation, and the Kahn Brothers & Co. Profit Sharing Plan & Trust, a trust
organized under the laws of New York. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed February 18, 2003 [File No. 0-20850].)           
|10(ae | ) | Settlement Agreement, dated February 17, 2003, by and among the Company, Mark E. Schwarz, Newcastle Capital Group, L.L.C., a Texas limited liability company, Newcastle Capital Management L.P., a Texas limited partnership, and Newcastle Partners, L.P.
a Texas limited partnership. (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed February 18, 2003 [File No. 0-20850].)
|10(af | ) | Commercial ContractImproved Property effective as of February 14, 2003, between Haggar Clothing Co. and PPM Specialists, Ltd. (Incorporated by reference from Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003 [File No. 0-20850].)                                                                                                                                      
|10(ag | ) | First Amendment to Commercial ContractImproved Property effective as of May 6, 2003, between Haggar Clothing Co. and PPM Specialists, Ltd. (Incorporated by reference from Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 [File No. 0-20850].)                                                                                                                         
|10(ah | ) | Commercial ContractImproved Property effective as of May 9, 2003, between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003 [File No. 0-20850].)                                                                                                                                                   
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|10(ai | )  | First Amendment to Commercial ContractImproved Property effective as of June 3, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)   
|----- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(aj | )  | Second Amendment to Commercial ContractImproved Property effective as of July 8, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)  
|10(ak | )  | Third Amendment to Commercial ContractImproved Property effective as of July 9, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(e) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)   
|10(al | )  | Fourth Amendment to Commercial ContractImproved Property effective as of July 10, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].) 
|10(am | )  | Fifth Amendment to Commercial ContractImproved Property effective as of July 15, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)  
|10(an | )  | Sixth Amendment to Commercial ContractImproved Property effective as of July 17, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)  
|10(ao | )  | Seventh Amendment to Commercial ContractImproved Property effective as of July 18, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(i) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)
|10(ap | )  | Eighth Amendment to Commercial ContractImproved Property effective as of July 21, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].) 
|10(aq | )  | Ninth Amendment to Commercial ContractImproved Property effective as of July 23, 2003 between Colinas Crossing, L.P. and the Company. (Incorporated by reference from Exhibit 10(k) to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003 [File No. 0-20850].)  
|21*   |    | Subsidiaries of the Company.                                                                                                                                                                                                                                                                  
|23(a  | )* | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                        
|23(b  | )* | Notice regarding lack of consent of Arthur Andersen LLP.                                                                                                                                                                                                                                      
|31(a  | )* | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(b).                                                                                                                                                                                                        
|31(b  | )* | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b).                                                                                                                                                                                                        
|32(a  | )* | Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 enacted by Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                             
|      |    |                                                                                                                                                                                                                                                                                               

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|32(b | )* | Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
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