UNITED
  STATES 
  SECURITIES AND EXCHANGE COMMISSION 
  Washington, DC 20549

FORM
  10-K

|(Mark
      One) |  |                                                                                                                                                                      | 
|---------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|þ                |  | ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 
      For the fiscal year ended September 30, 2004                 | 
|                 |  |                                                                                                                                                                      | 
|                 |  | 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)
|----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------
|                                                                                          |  |                                                                 
|11511
      Luna Road 
      Dallas, Texas
      (Address of principal executive offices) |  | 75234
      (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.

|Yesþ |  | Noo
|---- |  | ---

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).

|Yesþ |  | Noo
|---- |  | ---

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  last  sold  as of  the  last  business  day  of the  registrants
most recently  completed  second fiscal  quarter,  March 31, 2004, was  $111,151,800.

As of December
6, 2004, there were 7,209,062 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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intentionally left blank.

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RESTATEMENT
OF HISTORICAL FINANCIAL INFORMATION

On November 3,
2004, Haggar Corp.  (together with its  subsidiaries,  the Company)
concluded  that certain of its previously  issued  financial  statements  referenced
below  should  no  longer  be relied  upon  because  of  errors  in those  financial
statements and should be restated to reflect necessary accounting adjustments.

The  Company
determined  that  there  were  errors in the  accounting  for  certain  intercompany
transactions  and related  foreign  currency  translation  adjustments  during  fiscal
2002  resulting in  understatements  of cost of goods sold,  accounts  payable and
cumulative  translation  adjustment of $1.3  million,  $1.1 million and  $0.2  million,
respectively,  in fiscal  2002.  Accordingly,  after the related tax  benefit of $0.5
million,  net income for fiscal 2002 was  reduced by  approximately  $0.8 million,  or
$0.12 per basic and diluted  share of common stock.  Additionally,  as a result of the
restatement,  Haggars  consolidated  balance sheets at September  30, 2002 and
2003,  and at the interim  periods of fiscal 2004,  reflect an increase  in total
liabilities of $0.6 million and a decrease in total  stockholders equity  of $0.6
million.  The  restatement  had no impact  on cash  flows  from  operating,  investing or
financing  activities.  The  adjustments  do not impact the  Companys  current
cash or liquidity  position,  nor do they affect the  Companys  compliance  with
its financial covenants under its debt facilities.

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 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:

|- |  | changes
in general business conditions,
|- |  | ---------------------------------------

|- |  | changes
in the  performance  of the retail sector in general and the apparel  industry in
particular,
|- |  | -----------------------------------------------------------------------------------------------------

|- |  | seasonality
of the Companys business,
|- |  | --------------------------------------

|- |  | changes
in retailer and consumer  acceptance of new products and the success  of advertising,
marketing, and promotional campaigns,
|- |  | -----------------------------------------------------------------------------------------------------------------------------------

|- |  | impact
of competition in the apparel industry,
|- |  | ----------------------------------------------

|- |  | availability
and cost of raw materials,
|- |  | ---------------------------------------

|- |  | changes
in laws and other regulatory actions,
|- |  | ---------------------------------------------

|- |  | changes
in labor relations,
|- |  | ---------------------------

|- |  | political
and economic  events and  conditions  domestically  or in foreign  jurisdictions  in
which the Company  operates  or has  apparel  products  manufactured,  including, but not
limited to, acts of terrorism, war, or  insurrection,
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | unexpected
judicial decisions,
|- |  | ------------------------------

3

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|- |  | changes
in interest rates and capital market conditions,
|- |  | --------------------------------------------------------

|- |  | acquisitions
or dissolution of business  enterprises,  including the ability  to integrate acquired
businesses effectively,
|- |  | ---------------------------------------------------------------------------------------------------------------------------

|- |  | natural
disasters, and
|- |  | ----------------------

|- |  | unusual
or infrequent  items that cannot be foreseen or are not  susceptible  to estimation.
|- |  | --------------------------------------------------------------------------------------------

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.

Part I

|ITEM 1. |  | BUSINESS
|------- |  | --------

Overview

Haggar Corp.,
together with its  subsidiaries  listed in Exhibit 21 filed  herewith  (collectively,
the Company),  designs,  manufactures,  imports and markets in the  United
States and  abroad,  casual and dress mens and  womens  apparel  products,
including pants, shorts, suits,  sportcoats,  sweaters,  shirts, dresses, skirts and
vests.  Apparel  products are offered in a wide variety of styles,  fabrics,  colors  and
sizes.  The Companys  operations are organized  into three  business  segments,
wholesale,  retail and  licensing,  each of which offers  similar  products  through
different  distribution  channels.  See  Note  13  to  the  Companys  consolidated
financial  statements  contained in Item 8. Financial  Statement and  Supplementary
Data for financial information related to the Companys segments.

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.  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  in
the United States,  United  Kingdom,  Canada,  Indonesia and Mexico.  The Company
markets its premium  mens apparel  products  under the Haggar® brand name and
under  the  licensed  marks  Claiborne®,  Kenneth  Cole® and Kenneth  Cole
Reaction®.  The  Company  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,  Haggar Womens  Wear, Ltd. (Womens
Wear).

The Companys
retail segment markets Haggar® branded mens wear products through 70  Company
operated  retail stores  located in outlet and strip malls  throughout  the  United
States.  These stores also serve as a  retail-marketing  laboratory  for the  Company.

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

The Company
conducts its foreign  operations  through Haggar Apparel,  Limited.  and  Haggar  Canada
Co.,  which  market the  Companys  branded  products  in the United  Kingdom  and
Canada,  respectively.  Effective  October  3,  2004,  the  Companys  existing
wholesale and retail  operations  in the United  Kingdom were assumed by a  third party
in accordance  with a license  agreement  entered into during the fourth  quarter of
fiscal 2004.  The Company  conducts its foreign  operations in Mexico and  Indonesia
through  third  party  licensees.  The Company  expects to  transfer  its  wholesale
operations in Mexico to its HJMex S. de R. L. de C. V. subsidiary  during  fiscal 2005.

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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 an Investor News section which provides
links to the Companys Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, proxy statements, ownership reports on
Forms 3, 4 and 5 and amendments to those reports filed or furnished pursuant to
the Securities Exchange Act of 1934 free of charge as soon as reasonably
practicable after the Company has filed or furnished these reports with the Securities
and Exchange Commission (SEC). In addition, the Companys filings
with the SEC may be read and copied at the SECs 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.gov free of charge as soon as reasonably
practicable after the Company has filed the above referenced reports. The
Companys Financial Code of Ethics is posted on the Companys
website, at www.haggar.com.

Business
Strategies

The Company
will continue to pursue the following goals for fiscal 2005:

- enhance
    Haggar® brand equity;
- increase
    net sales; and
- increase
    return on equity to stockholders.

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 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 2005 benefits from the
Companys long-term presence and leadership as a significant mens wear
resource for consumers.

Introduce New
Products. In August 2004, the Company introduced ForeverNew, a line of mens
casual and dress pants and sport shirts incorporating proprietary technology to
resist fading, shrinking, wrinkling or staining. The Company plans to expand the
ForeverNew line to include womens wear products during fiscal 2005.

Expand
Licensing of Trademarks. The Company plans to strengthen its market position in
mens apparel by continuing to pursue license agreements with other recognized
apparel brands. During 2004, the Company announced a multi-year licensing
agreement with BMB Group, Ltd. to further develop the mens wear business in the
United Kingdom and Republic of Ireland under the Haggar® brand.

Expand Private
Label Womens Wear 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 seek opportunities to
offer Womens Wear labels using this infrastructure.

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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 regular follow-ups with customers. Bad
debts as a percentage of net sales were less than 1% in each of the Companys last
three fiscal years. The Company anticipates that these initiatives will continue to
provide financial resources to facilitate future growth.

Pursue
Strategic Acquisitions. The Company will continue to seek growth through the
identification of strategic acquisitions that

- have strong and
    retainable product development and design talent,
- have established
    and recognizable brands,
- show strong growth
    potential,
- have significant
    product sourcing expertise,
- operate in new
    channels of distribution or in different product classifications,
- show potential
    for international expansion,
- are quickly accretive
    to earnings, and
- enable the Company
    to leverage operational efficiencies between the Company and the acquired
    business.

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,
polyester/cotton 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 69.2% of its total apparel sales in
fiscal 2004. 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. The
Haggar® brand is also licensed to manufacturers of related apparel and accessories
in categories outside the core product lines of the Company.

Haggar® branded
womens wear  products  include  dress and casual  pants,  shirts,  sweaters,  vests
and skirts.  These products expand on the Companys  reputation for  affordable
quality and style.

Haggar® branded
products are sold nationwide  primarily in major department  stores,  including J.C.
Penney, 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 outlet and strip  malls throughout the
United States.

6

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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.

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, 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 2004, the Company  introduced
ForeverNew,  a line of casual  and dress  pants and sport  shirts  that  resist
fading,  shrinking,  wrinkling and  staining.  The Company also expanded its  selection
of Comfort Equipped waistband mens and womens pants.

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 shops and  fixtured area
programs, and retail marketing associates.

The  Company
supports  the  Haggar® brand  and  other  licensed  brands  such  as  Claiborne®,
Kenneth Cole® and Kenneth Cole Reaction® through  various  advertising  and
promotional  programs.  The Company advertises 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.

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.

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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®,  Kenneth  Cole  Reaction® 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 Kenneth Cole  Reaction® 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  expects to be able to  renew 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 2004  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  sourcing
during fiscal 2004 consisted  exclusively of womens  apparel  produced by
unaffiliated  companies.  Approximately 13% 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  third  party
manufacturers,  but does not  anticipate  a shortage  of  manufacturing  services in
fiscal 2005.

Raw materials
used in  Company-owned  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 74% of
the Companys fabric and trim requirements during the  fiscal year ended  September
30, 2004.  The Company has no long-term  contracts with  any  of  its  suppliers,  but
does  not  anticipate  substantial  shortages  of raw  materials in fiscal 2005.

Distribution

In the United
States,  wholesale  and retail  distribution  occurs at the Companys  Customer
Service  Center in Fort Worth,  Texas,  which  consists  of  approximately  660,000
square feet of warehouse  space.  The facility is owned and operated by 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.
Enhanced  functionality  within the Customer  Service Center also allows 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  foreign  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  in Fort  Worth,  Texas 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.

8

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Management
Information Systems

The Company
believes that high levels of automation and technology are essential to  maintain its
competitive  position.  Therefore,  the Company  continually invests 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,  accounted for approximately  20%, 20%  and 21% of the
Companys  net sales  during the fiscal  years ended  September  30,  2004, 2003,
and 2002,  respectively,  and approximately 28% and 32% of the Companys
outstanding trade receivables as of September 30, 2004 and 2003,  respectively.  The
Companys second largest customer,  Kohls Department  Stores,  Inc.,
accounted for  approximately  16% of the  Companys net sales during each of the
fiscal years ended  September 30, 2004,  2003 and 2002, and  approximately  12% and 17%
of the Companys  outstanding trade receivables as of September 30, 2004 and 2003,
respectively.  The  Companys  third  largest  customer,  Wal-Mart  Stores,  Inc.,
accounted  for  approximately  10%, 8% and 9% of the  Companys net sales for the
fiscal years ended  September 30, 2004, 2003, and 2002,  respectively,  and
approximately 10% and 5% of  the  Companys  outstanding  trade  receivables  as of
September  30, 2004 and 2003,  respectively.  The  Companys  fourth  largest
customer,  May  Department  Stores  Company,  accounted  for  approximately  7%,  4% and
4% of the  Companys  net sales  during the fiscal years ended September 30, 2004,
2003 and 2002,  respectively,  and  approximately  13%  and 7% of the  Companys
outstanding  trade  receivables  at of  September  30, 2004 and 2003,  respectively.  No
other  customer  accounted for more  than 10% of net sales or trade  receivables  for the
fiscal year ended September 30,  2004.  The loss of the  business of one or more of the
Companys  larger  customers  could 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.

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

The
  Companys sales have exhibited some seasonality with higher sales and income
  in its second and fourth fiscal quarters, which are 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.

9

---



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.  These
orders 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,  2004,  the  Company  employed  approximately  1,300  persons
domestically and approximately  2,000 persons in foreign countries.  In fiscal 2004,
100% of domestic  employees  were engaged in  executive,  marketing,  wholesale  and
retail sales, product design, engineering,  accounting,  distribution and purchasing
activities and 98% of foreign  employees were engaged in manufacturing  operations .
None of the  Companys  employees are covered by a collective  bargaining  agreement
with any  union.  While  the  Company  is not a party to any  collective  bargaining
agreements,  applicable foreign 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 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
four largest customers  accounted for  approximately  52%, 47% and 50%  of the  Companys
net sales during the fiscal years ended  September 30, 2004,  2003  and 2002,
respectively.  The same four customers  accounted for  approximately  62%  and 61% of
trade  receivables as of September 30, 2004 and 2003,  respectively.  The  loss of the
business of one or more of the Companys  larger  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  87% of  its
products.  The  inability  of a  manufacturer  to  ship  orders  of the  Companys
products in a timely manner 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.

10

---



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 Customer Service Center in Fort Worth, Texas

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
continues  to seek  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:

- the
    Companys ability to identify suitable acquisition candidates;
- the
    Companys ability to negotiate favorable acquisition terms, including
    purchase price, which may be adversely affected due to increased competition
    with other buyers;
- the
    availability of financing to the Company, or on terms favorable to the Company;
- the
    Companys ability to integrate effectively the systems and operations
    of acquired businesses; and
- the
    Companys ability to retain key personnel of acquired businesses.

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.

11

---



|ITEM 2. |  | PROPERTIES
|------- |  | ----------

The Companys
principal executive offices are currently located at 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  are  set forth
below:

|Location                         |  | Use                                                                  |  | Approximate 
      Square Footage |  | Owned/
      Leased |  | Lease 
      Expiration 
|-------------------------------- |  | -------------------------------------------------------------------- |  | --------------------------------- |  | ------------------- |  | ------------------------
|                                
|Dallas,
      Texas (1)          |  | New
      Headquarters                                               |  | 180,000                           |  | Owned               |  |                         
|Dallas,
      Texas (1)          |  | Womens
      Wear Division 
      Headquarters 
      and Warehouse |  | 121,000                           |  | Leased              |  | Fiscal
      2005       
|Fort
      Worth, Texas          |  | Warehouse
      & 
      Distribution                                |  | 660,000                           |  | Owned               |  |                         
|Weslaco,
      Texas (2)         |  | N/A                                                                  |  | 115,000                           |  | Owned               |  |                         
|Weslaco,
      Texas             |  | Warehouse                                                            |  | 137,000                           |  | Owned               |  |                         
|Leon,
      Mexico               |  | Manufacturing                                                        |  | 39,000                            |  | Owned               |  |                         
|La Romana,
      Dom. Rep.       |  | Manufacturing                                                        |  | 41,000                            |  | Leased              |  | Fiscal
      2005       
|Oklahoma
      City (3)          |  | N/A                                                                  |  | 95,000                            |  | Leased              |  | Fiscal
      2011       
|Various
      (70 locations) (4) |  | Retail
      Sales                                                   |  | 233,000                           |  | Leased              |  | Fiscal
      2005  2009

---

|(1) |  | During
the fourth  quarter of fiscal  2003,  the Company  sold its  existing  corporate
headquarters  facility  and  purchased  a  new  corporate  headquarters  facility. The
Company relocated all  of its  corporate  functions,  including  the  Womens  Wear
operations,  to  the  new  facility  in  January  2004.  The  Womens  Wear
headquarters  facility  remains  under  lease  through December 2004, at which time the
lease will expire.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The
Company  previously  used this facility for fabric  cutting,  but ceased  operations  at
this  facility  during the second  quarter of  fiscal  2002.  The  Company  has  now
moved  the  cutting  operations  to  third-party  manufacturers  and  cutters  primarily
in  Mexico.  The  Company  is  marketing  this  property for sale.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The
Company  previously used this property as a manufacturing  plant but has  ceased
manufacturing  operations  there.  The  Company  is  profitably subleasing the property.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | These
      properties are the Companys retail stores located in outlet and strip
      malls throughout the United States. The retail stores range in size from
      approximately 2,300 to 6,600 square feet.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All of the
properties  owned by the  Company are free from  material  encumbrances,  except for 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
$2.1 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.

12

---



|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 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.

During March
2004, the Company reached a settlement  agreement  related to an action  for  trademark
infringement.  Under the terms of the  settlement,  the Company paid  $0.6 million to the
plaintiff,  which the Company had accrued in fiscal 2003, net of  anticipated  insurance
proceeds,  based on the Companys estimated range of probable  loss.  In April
2004,  the  Company  received  reimbursement  for a portion  of the  settlement  from an
insurer  of $0.3  million.  The  Company  does  not  anticipate  additional reimbursement
for the remainder of the settlement.

The Company
is a defendant in a wrongful termination lawsuit in which a jury rendered a
verdict in January 2002 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 the
jurys finding of willful discrimination, plus pre- and post-judgment
interest and attorneys fees. The case is  Palasota v. Haggar Clothing Co.,
No. 00-CV-1925 (N.D. Tex.), which the plaintiff filed in fiscal 2000. The trial
court reversed the jurys verdict and rendered a judgment in favor of the Company
denying all recovery on the basis that the plaintiff had failed to prove any
liability of the Company. The plaintiff appealed to the United States Court of
Appeals for the Fifth Circuit, which reversed the judgment of the trial court and
remanded the matter back to the trial court for further proceedings. The United States
Supreme Court subsequently denied the Companys request for review of the case.
As a result, during the second quarter of fiscal 2004 the Company recorded a
$0.5 million charge to earnings. Upon remand, the Company requested that the trial
court set aside the jurys finding of willful discrimination and reduce the jurys
calculation of damages. The trial court denied the Companys motion, but
deferred entering judgment on the jury verdict pending a hearing on additional
backpay, interest, attorneys fees and front pay. Based on managements
evaluation of all information received, the Company recorded an additional $0.5
million charge during the fourth quarter of fiscal 2004. Upon the entry of a final
judgment by the trial court, the Company intends to further evaluate its estimate of
possible range of loss in the case in light of the amount of the final
judgment. The Company has $1.0 million reserved in accrued liabilities for this
matter as of September 30, 2004.

One
  attorney has filed five separate suits against the Company and certain of its
  subsidiaries, as well as unrelated third parties, alleging injuries to approximately
  2,200 former employees from airborne fibers and chemicals in certain of the
  Companys now closed facilities located in south Texas. The cases, all
  originally filed in various Texas state district courts in Hidalgo County, Texas,
  are styled as follows: Abundis v. Haggar Corp., No. C-1600-03-G (filed
  in fiscal 2003 in the 370thJudicial District Court); Alvarez v. Haggar Corp., No. C-1586-03-B (filed
  in fiscal 2003 in the 93rdJudicial District Court); Bermudez v. Haggar Clothing Co., No. C-218-04-B
  (filed in fiscal 2004 in the 93rdJudicial District Court); Garcia v. Levi Strauss & Co., No. C-1115-03-H
  (filed in fiscal 2003 in the 389thJudicial District Court); and Ybarra v. Haggar Clothing Co., No. C-2395-02-D
  (filed in fiscal 2003 in the 206th Judicial
  District Court). All proceedings in the Abundis case, which names over
  2,100 plaintiffs, have been stayed due to the unrelated bankruptcy of one of
  the other defendants. The Company is awaiting a decision by the trial court
  on its motion to dismiss the Alvarez case, which names 71 plaintiffs. After
  taking discovery in one of the remaining cases, the Company believes that all
  of these cases and claims are frivolous and that the plaintiffs have no factual
  or legal basis for any of their allegations. In addition, the Company believes
  that it has meritorious defenses to all of the asserted claims. The Company
  intends to vigorously defend all of these suits.

Jury
  verdicts in two cases totaling approximately $1.7 million in the aggregate were
  returned in fiscal 2000 against certain subsidiaries of the Company related
  to claims by former employees of now closed manufacturing facilities for wrongful
  discharge and common law tort. Both cases are currently on appeal to the Texas
  Supreme Court, as management and legal counsel believe the verdicts in the lawsuits
  are both legally and factually incorrect. Those cases are Haggar Clothing
  Co. v. Hernandez, No. 03-0897 (originally filed in fiscal 1995), and Leal
  v. Haggar Clothing Co., No. 02-1182 (originally filed in fiscal 1994). The
  Company has $2.9 million reserved in accrued liabilities for these two cases
  as of September 30, 2004.

13

---



|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,
2004.

Part II

|ITEM 5. |  | MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER  MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
|------- |  | -------------------------------------------------------------------------------------------------------------

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 bid
information  for the common  stock as  reported  by the Nasdaq  National Market System
and the dividends paid per share of common stock.

|2004     |  |  | Fiscal
      Quarter
|-------- |  |  | --------------------
|         |  |  |                     
|         |  |  | 1st                 
|         |  |  |                     
|High     |  |  |                     
|Low      |  |  |                     
|Dividend |  |  | $                   
|        
|2003     |  |  | Fiscal
      Quarter
|         |  |  |                     
|         |  |  | 1st                 
|         |  |  |                     
|High     |  |  |                     
|Low      |  |  |                     
|Dividend |  |  | $                   

As of December
6, 2004, the Company had approximately 125 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.

Stock
Repurchases

There were no
stock repurchases during the fourth quarter ended September 30, 2004.

14

---



Equity
Compensation Plan Information

The following
table provides  information  about common stock that may be issued as  of September 30,
2004,  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, Warrantsand Rights |         | (b) Weighted
      Average
      Exercise Price
      of Outstanding
      Options, Warrantsand Rights (1) |   | (c) Number of
      Securities
      Remaining
      Available for
      Future Issuance
      Under Equity
      Compensation
      Plans (Excluding
      Securities Reflectedin Column (a)) |  | (d) Total of
      Securities Reflected
      in Columns(a) and (c) |        
|------------------------------------------- |  |  | ---------------------------------------------------------------------------------------------------------------------------- | ------- | ---------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------- | -------
|                                            |  |  |                                                                                                                              |         |                                                                                                            |   |                                                                                                                                                                                                |  |                                                                     |        
|Equity
      Compensation Plans Approved by |  |  |                                                                                                                              |         |                                                                                                            |   |                                                                                                                                                                                                |  |                                                                     |        
|Stockholders                                |  |  |                                                                                                                              | 399,913 | (2)                                                                                                        | $ | 12.81                                                                                                                                                                                          |  |                                                                     | 445,000
|Equity
      Compensation Plans Not         |  | 
|Approved
      by Stockholders (4)          |  |  |                                                                                                                              | 46,487  |                                                                                                            | $ | 12.81                                                                                                                                                                                          |  |                                                                     |       
|                                            |  |  |                                                                                                                              |         |                                                                                                            |   |                                                                                                                                                                                                |  |                                                                     |        
|Total                                       |  |  |                                                                                                                              | 446,400 |                                                                                                            | $ | 12.81                                                                                                                                                                                          |  |                                                                     | 445,000
|                                            |  |  |                                                                                                                              |         |                                                                                                            |   |                                                                                                                                                                                                |  |                                                                     |        

---

|(1) |  | These
amounts  represent  the weighted  average  exercise  price for the  total number of
outstanding options.
|--- |  | --------------------------------------------------------------------------------------------------------------

|(2) |  | Issued
under both the 1992 and 2003 long-term incentive plans.
|--- |  | --------------------------------------------------------------

|(3) |  | On
May  1,  2003,  the  Company  adopted  a  new  stockholder-approved  long-term  incentive
plan that  authorizes  the  Company to issue up to  575,000  additional  shares  in
connection  with  options  granted  to  directors,  officers  or  employees  of  the
Company.  In  the  second  quarter of fiscal 2004,  125,000 shares of restricted  stock
were issued  and  15,000  of  options  were  granted  to  certain  officers  and/or
directors.  In May 2004,  one of the  Companys  officers  resigned  and  forfeited
10,000 nonvested shares of restricted stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Securities
included in this category are attributable solely to certain  increases  in the  number
of  shares of  Common  Stock  authorized  and  reserved for issuance under the 1992
long-term  incentive plan that were  not  approved  by the  Companys  stockholders.
See also  Note 1 to the  consolidated  financial  statements  included  in Item 8 of this
Annual  Report on Form 10-K.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15

---



|ITEM 6. |  | SELECTED
FINANCIAL DATA
|------- |  | -----------------------

|                                                                  |  |  | Year
      Ended September 30,                 |         
|----------------------------------------------------------------- |  |  | ---------------------------------------------- | --------
|                                                                  |  |  |                                                |         
|                                                                  |  |  | 2004                                           |         
|                                                                  |  |  |                                                |         
|                                                                  |  |  | (In
      thousands, except per share amounts) |         
|Income
      Statement Data:                                      |  |  |                                                |         
|Net sales                                                         |  |  | $                                              | 487,890 
|Cost
      of goods sold                                          |  |  |                                                | 347,581 
|Reorganization
      costs                                        |  |  |                                                |        
|                                                                  |  |  |                                                |         
|Gross
      profit                                                |  |  |                                                | 140,309 
|Selling,
      general and administrative expenses                |  |  |                                                | (125,655
|Royalty
      income                                              |  |  |                                                | 1,203   
|Other
      income (expense), net                                 |  |  |                                                | 692     
|Interest
      expense                                            |  |  |                                                | (1,706  
|                                                                  |  |  |                                                |         
|Income
      (loss) before provision (benefit) for income taxes   |  | 
|and
      cumulative effect of accounting change                  |  |  |                                                | 14,843  
|Provision
      (benefit) for income taxes                        |  |  |                                                | 5,435   
|                                                                  |  |  |                                                |         
|Income
      (loss) before cumulative effect of accounting change |  |  |                                                | 9,408   
|Cumulative
      effect of accounting change                      |  |  |                                                |        
|                                                                  |  |  |                                                |         
|Net income
      (loss)                                           |  |  | $                                              | 9,408   
|                                                                  |  |  |                                                |         
|                                                                  |  | 
|Net
      income (loss) per common share                          |  | 
|on
      a diluted basis                                          |  |  | $                                              | 1.34    
|on
      a basic basis                                            |  |  | $                                              | 1.37    
|Cash
      dividends declared per common share                    |  |  | $                                              | 0.20    
|                                                                 
|Weighted
      average number of common shares                    |  | 
|on
      a diluted basis                                          |  |  |                                                | 7,022   
|on
      a basic basis                                            |  |  |                                                | 6,883   
|                                                                  |  | 
|Balance
      Sheet Data (at period end):                         |  | 
|Working
      capital                                             |  |  |                                                | 124,504 
|Total
      assets                                                |  |  |                                                | 261,472 
|Long-term
      debt                                              |  |  |                                                | 2,000   
|Stockholders
      equity                                        |  |  |                                                | 170,401 

|(1) |  | The Company restated its fiscal 2002 financial statements. All applicable
      amounts relating to these restatements have been reflected in this table.
      See Item 7. Managements Discussion and Analysis of Financial
      Condition and Results of Operation and Note 2 to the consolidated
      financial statements included in Item 8 of this Annual Report on Form 10-K
      for details of this restatement.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Reflects balance sheet impact of 2002 financial statement restatement as
      noted in (1) above.
|--- |  | --------------------------------------------------------------------------------------------------

Discussion of
Selected Financial Data (in millions, net of tax)

Fiscal 2004

Fiscal  2004
results of  operations  included  $0.8  million in  one-time  expenses  incurred due to
the  relocation  of the Companys  headquarters  and $0.6 million to  record  the
probable  loss in a  wrongful  termination  lawsuit,  all of which were  classified as
selling, general and administrative expenses.

Fiscal 2003

Fiscal
  2003 results of operations included a gain of $3.7 million on the sale of the
  Companys corporate headquarters, which was included as other income (expense),
  net. Results of operations 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, all of which were classified as selling,
  general and administrative expenses.

16

---



Fiscal
2002

Fiscal
  2002 results of operations included a $0.6 million charge for the closure of
  the Companys 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 Companys Edinburg, Texas facility in fiscal 2002, 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 Companys
  legal reserve by $1.9 million to income due to the settlement of an outstanding
  lawsuit. These amounts are included in 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.
  See Item 7. Managements Discussion and Analysis of Financial Condition
  and Results of Operations  Business Reorganizations.

Results of
operations also included a $15.6 million  impairment of goodwill  related  to the 1999
acquisition  of Womens  Wear,  as the  Company  adopted  Statement  of  Financial
Accounting  Standards  No. 142,  Goodwill and Other  Intangible  Assets (SFAS
No. 142).  There was no tax benefit  associated with the impairment  charge,  which
was recorded in cumulative  effect of accounting  change.  In accordance  with  SFAS No.
142,  the Company  ceased  amortization  of goodwill as of October 1, 2001.  Net income
(loss) for fiscal 2001 and 2000  included  amortization  expense of $1.5  million, which
was included in selling, general and administrative expense.

Fiscal 2001

Fiscal 2001
results of operations  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.

|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.

Restatement
of Historical Financial Statements

On November 3,
2004, the Company  concluded  that certain of its  previously  issued  financial
statements  should no longer be relied  upon  because  of errors in those  financial
statements  and  should  be  restated  to  reflect  necessary  accounting  adjustments.

The  Company
determined  that  there  were  errors in the  accounting  for  certain  intercompany
transactions  and related  foreign  currency  translation  adjustments  during  fiscal
2002  resulting in  understatements  of cost of goods sold,  accounts  payable and
cumulative  translation  adjustment of $1.3  million,  $1.1 million and  $0.2  million,
respectively,  in fiscal  2002.  Accordingly,  after the related tax  benefit of $0.5
million,  net income for fiscal 2002 was  reduced by  approximately  $0.8 million,  or
$0.12 per basic and diluted  share of common stock.  Additionally,  as a result of the
restatement,  Haggars  consolidated  balance sheets at September  30, 2002 and 2003
reflect an increase in total  liabilities  of $0.6  million and a  decrease in total
stockholders equity of $0.6  million.  The  restatement  had no  impact  on cash
flows  from  operating,  investing  or  financing  activities.  The  adjustments do not
impact the Companys current cash or liquidity  position,  nor do  they affect the
Companys  compliance  with its financial  covenants  under its debt  facilities.

17

---



The following
table sets forth the effects of the  restatement  adjustments  on the  Consolidated
Statement of Operations  and  Comprehensive  Income for the year ended  September 30,
2002:

|                                                    |  |  | 2002                                                     |         
|--------------------------------------------------- |  |  | -------------------------------------------------------- | --------
|                                                    |  |  |                                                          |         
|                                                    |  |  | (Amounts
      in thousands,except per
      share data) |         
|                                                    |  |  | As 
      Previously
      Reported                      |         
|                                                    |  |  |                                                          |         
|Net
      sales                                     |  |  | $                                                        | 481,831 
|Cost
      of goods sold                            |  |  |                                                          | 351,704 
|Reorganization
      costs                          |  |  |                                                          | (3,812  
|                                                    |  |  |                                                          |         
|Gross
      profit                                  |  |  |                                                          | 133,939 
|Selling,
      general and administrative expense   |  |  |                                                          | (118,442
|Royalty
      income                                |  |  |                                                          | 1,326   
|Other
      income (expense), net                   |  |  |                                                          | 613     
|Interest
      expense                              |  |  |                                                          | (3,600  
|                                                    |  |  |                                                          |         
|Income
      before provision for income taxes and  |  | 
|cumulative
      effect of accounting change        |  |  |                                                          | 13,836  
|Provision
      for income taxes                    |  |  |                                                          | 5,823   
|                                                    |  |  |                                                          |         
|Income
      before cumulative effect of accounting |  | 
|change                                              |  |  | $                                                        | 8,013   
|Cumulative
      effect of accounting change        |  |  |                                                          | (15,578 
|                                                    |  |  |                                                          |         
|Net loss                                            |  |  | $                                                        | (7,565  
|                                                    |  |  |                                                          |         
|Other
      comprehensive income (loss):            |  | 
|Foreign
      currency translation adjustment       |  |  |                                                          | 16      
|                                                    |  |  |                                                          |         
|Comprehensive
      loss                            |  |  | $                                                        | (7,549  
|                                                    |  |  |                                                          |         
|NET INCOME
      (LOSS) PER COMMON SHARE:           |  | 
|                                                    |  | 
|BASIC                                               |  | 
|Income
      before cumulative effect of accounting |  | 
|change                                              |  |  | $                                                        | 1.25    
|Cumulative
      effect of accounting change        |  |  |                                                          | (2.44   
|                                                    |  |  |                                                          |         
|Net
      loss                                      |  |  | $                                                        | (1.19   
|                                                    |  |  |                                                          |         
|                                                    |  | 
|DILUTED                                             |  | 
|Income
      before cumulative effect of accounting |  | 
|change                                              |  |  | $                                                        | 1.25    
|Cumulative
      effect of accounting change        |  |  |                                                          | (2.42   
|                                                    |  |  |                                                          |         
|Net loss                                            |  |  | $                                                        | (1.17   
|                                                    |  |  |                                                          |         

18

---



The following
table sets forth the effects of the restatement adjustments discussed  above on the
Consolidated Balance Sheets at September 30, 2003 and 2002:

|                                                    |  |  | September 30,                       |        
|--------------------------------------------------- |  |  | ----------------------------------- | -------
|                                                    |  |  |                                     |        
|                                                    |  |  | 2003                                |        
|(Amounts
      in thousands)                        |  |  | As 
      Previously
      Reported |        
|                                                    |  |  |                                     |        
|ASSETS                                              |  |  |                                     |        
|Current
      assets:                               |  | 
|Cash
      and cash equivalents                     |  |  | $                                   | 7,674  
|Accounts
      receivable, net                      |  |  |                                     | 56,528 
|Inventories,
      net                              |  |  |                                     | 96,959 
|Property
      held for sale                        |  |  |                                     |       
|Deferred
      tax asset                            |  |  |                                     | 10,505 
|Other
      current assets                          |  |  |                                     | 3,557  
|                                                    |  |  |                                     |        
|Total
      current assets                          |  |  |                                     | 175,223
|Property,
      plant and equipment, net            |  |  |                                     | 45,932 
|Goodwill,
      net                                 |  |  |                                     | 9,472  
|Deferred
      tax asset                            |  |  |                                     |       
|Other
      assets                                  |  |  |                                     | 7,580  
|                                                    |  |  |                                     |        
|Total
      assets                                  |  |  | $                                   | 238,207
|                                                    |  |  |                                     |        
|                                                   
|LIABILITIES
      AND STOCKHOLDERS EQUITY          |  | 
|Current
      liabilities:                          |  | 
|Accounts
      payable                              |  |  | $                                   | 26,245 
|Accrued
      liabilities                           |  |  |                                     | 31,898 
|Accrued
      wages and other employee compensation |  |  |                                     | 7,228  
|Current
      portion of long-term debt             |  |  |                                     | 3,671  
|                                                    |  |  |                                     |        
|Total
      current liabilities                     |  |  |                                     | 69,042 
|Other
      non-current liabilities                 |  |  |                                     | 9,554  
|Deferred
      tax liability                        |  |  |                                     | 523    
|Long-term
      debt                                |  |  |                                     | 5,671  
|                                                    |  |  |                                     |        
|Total
      liabilities                             |  |  |                                     | 84,790 
|                                                    |  |  |                                     |        
|Stockholders
      equity:                         |  | 
|Preferred
      stock                               |  |  |                                     |       
|Common
      stock                                  |  |  |                                     | 872    
|Additional
      paid-in capital                    |  |  |                                     | 43,653 
|Cumulative
      translation adjustment             |  |  |                                     | (163   
|Retained
      earnings                             |  |  |                                     | 134,016
|                                                    |  |  |                                     |        
|Less
       Treasury stock                         |  |  |                                     | (24,961
|                                                    |  |  |                                     |        
|Total
      stockholders equity                    |  |  |                                     | 153,417
|                                                    |  |  |                                     |        
|Total
      liabilities and stockholders equity    |  |  | $                                   | 238,207
|                                                    |  |  |                                     |        

19

---



Overview

The Company
designs,  manufactures,  imports  and markets in the United  States and  abroad,  casual
and dress  mens and  womens  apparel  products,  including  pants,  shorts,
suits,  sportcoats,  sweaters,  shirts,  dresses,  skirts  and  vests.  The  Companys
operations are organized into three business segments,  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 outlet and strip  malls  throughout  the
United  States.  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
2004.

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,  impairment  of  long-lived  assets,  including  goodwill,
litigation,  workers compensation  liabilities,  revenue  recognition,
reorganization  charges  and tax  assessments.  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
an 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 wholesale customers have experienced  financial  difficulties.  If the financial
condition of such wholesale  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.

20

---



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.

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
of  these  matters  as well as the  potential  range  of any  probable  losses.  If,
after careful  analysis,  an adverse  outcome is deemed  probable,  the  Company  accrues
the minimum  amount of the  estimated  range of loss.  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  exposures  related to these audits.  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.  Quarterly,  the Company  estimates the
relevant  factors,  based primarily on historical  data, and uses this  information in
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
known claims  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 the  transfer of  title and risk of
ownership  to  customers.  Revenue  from  sales at the  Companys  retail  stores
are  recognized  when  goods are sold to  customers.  Allowances  for  estimated returns,
discounts and retailer  promotions and incentives are recognized  as a  deduction  to net
sales.  On a seasonal  basis,  the Company  also  negotiates  price  adjustments with
retailers as sales  incentives or margin support,  which are  also  recorded  as a
deduction  to sales.  The  Company  estimates  the cost of such  allowances,  returns,
discounts,  and  other  adjustments  on  an  ongoing  basis  considering  historical
trends, actual and projected sales results and an evaluation  of current  economic
conditions.  Significant  management  judgments  and estimates  must be made and are used
in connection with  establishing  these adjustments in any  accounting  period.  Material
differences may result in the amount of the Companys  revenues  for any  period  if
management  makes  different  judgments  or  utilizes  different estimates.

Reorganization
Charges

To remain
competitive  in the  apparel  marketplace  and to  provide  high-quality,  low-cost
products as a value to its customers,  it is the Companys  policy,  on an  ongoing
basis,  to assess the  ability of its  business  operations  to  contribute  sustained
profitability.  As  a  result  of  this  policy,  the  Company  records  reorganization
charges to reduce its manufacturing,  selling and administrative cost  structures  and
exit  underperforming  businesses.  These  charges  are  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.

21

---



Results of
Operations

The following
table sets forth selected consolidated financial data expressed in  dollars and as a
percentage of net sales for each of the fiscal years ended  September 30, 2004, 2003 and
2002.

|                                                   |  |  | September
      30, |         
|-------------------------------------------------- |  |  | ------------------- | --------
|                                                   |  |  |                     |         
|(Dollars
      in thousands)                       |  |  | 2004                |         
|                                                   |  |  |                     |         
|Income
      Statement Data:                       |  |  |                     |         
|Net sales                                          |  |  | $                   | 487,890 
|Cost
      of goods sold                           |  |  |                     | 347,581 
|Reorganization
      costs                         |  |  |                     |        
|                                                   |  |  |                     |         
|Gross
      profit                                 |  |  |                     | 140,309 
|Selling,
      general and administrative expenses |  |  |                     | (125,655
|Royalty
      income                               |  |  |                     | 1,203   
|Other
      income (expense), net                  |  |  |                     | 692     
|Interest
      expense                             |  |  |                     | (1,706  
|                                                   |  |  |                     |         
|Income
      (loss) before provision (benefit) for |  | 
|income
      taxes and cumulative effect of        |  | 
|accounting
      change                            |  |  |                     | 14,843  
|Provision
      (benefit) for income taxes         |  |  |                     | 5,435   
|                                                   |  |  |                     |         
|Income
      (loss) before cumulative effect of    |  | 
|accounting
      change                            |  |  |                     | 9,408   
|Cumulative
      effect of accounting change       |  |  |                     |        
|                                                   |  |  |                     |         
|Net income
      (loss)                            |  |  | $                   | 9,408   
|                                                   |  |  |                     |         

Business
Reorganization Activities

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  Companys  Edinburg,  Texas  manufacturing  facility in
fiscal  2001,  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.

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.

22

---



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

|Weslaco,
      Texas cutting facility closing      |  |  | $ | 1,000  |  
|-------------------------------------------------- |  |  | - | ------ | -
|                                                   |  |  |   |        |  
|Edinburg,
      Texas facility write-down reversal |  |  |   | (2,157 | )
|                                                   |  | 
|Dominican
      Republic manufacturing facility    |  | 
|closing                                            |  |  |   | 589    |  
|                                                   |  |  |   |       
|Reduction
      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 six employees.  As  a result,  the Company
recorded a $1.0  million  pre-tax  charge to  operations  in  selling,  general and
administrative  expenses.  The sales force  reorganization has  been completed and actual
amounts approximated the initial $1.0 million charge.

Fiscal 2004
Compared to Fiscal 2003

Net Sales

Net sales
increased  $5.5  million,  or 1.1%,  to $487.9  million  in fiscal  2004,  compared to
net sales of $482.4 million in fiscal 2003.  Unit sales  increased 0.3%,  and the average
sales price  increased  0.8%. The increase in sales is mainly due to  the strong
performance of the Kenneth Cole® and Claiborne® licensed products for a  combined
$16.4  million  increase in fiscal 2004,  improved  sales of private label  programs
resulting  in a $7.5  million  increase  in fiscal  2004,  a $1.0  million  increase in
sales at the Companys United Kingdom  subsidiary and increased sales in  the Companys
retail division for an increase of $6.3 million in fiscal 2004. These  increases were
partially offset by a $21.8 million  reduction in the Haggar® branded  business,  as
sales volume shifted toward the Kenneth Cole® and Claiborne® licensed  programs,
and a $3.9 million net  decrease in sales at the Womens Wear  subsidiary  due to a
reduction in sales to specialty stores.

Gross Profit

Gross  profit
as a  percentage  of net  sales  increased  to 28.8% in  fiscal  2004,  compared to 26.8%
in fiscal  2003.  The  increase  in gross  profit  percentage  was  primarily  related to
a 4.2% increase in gross margin on womens wear sales,  due to  strategic
reductions  in fixed  overhead  and  manufacturing  costs for the womens  division,
lower costs for mens private label product sourcing,  resulting in a 1.4%  increase
in gross margin on sales of these  products,  and a 1.9%  increase in gross  margin on
sales at the Companys retail stores.

Selling,
General and Administrative Expenses

Selling,
general and administrative  expense as a percentage of net sales increased  to 25.8% in
fiscal  2004 from  24.8% in fiscal  2003.  The $6.4  million,  or 5.3%,  increase in
selling,  general and administrative  expenses primarily related to $0.8  million in
one-time  expenses  incurred due to the global  headquarters  relocation,  $0.4 million
in severance  charges  related to the  termination of three sales force  employees,  a
$1.4 million increase in bonuses to employees, a $0.9 million increase  in employee
benefit  costs,  a $0.9  million  increase  in expenses  related to the  United  Kingdom
subsidiary due to exchange rate  fluctuations  and costs related to  the  transfer  of
operations  to  a  licensee  and  $2.4  million  in  additional  volume-related  expenses
consistent  with the sales  increase  for  Kenneth  Cole®,  retail stores and other
programs.  The increases  were  partially  offset by a $0.4  million  decrease in legal
expenses,  as fiscal 2003  included both $1.2 million in  legal  and  professional  fees
incurred  in a proxy  contest  involving  a  Company  stockholder  and $0.5  million
related  to the  settlement  of a  lawsuit  with the  landlord of the Companys
former Womens Wear subsidiary  headquarters.  Fiscal 2004  legal expenses
primarily  consisted of a $1.0 million  charge in connection  with a  wrongful
termination  lawsuit, as well as miscellaneous legal and professional fees  related to
the Companys other ongoing lawsuits.

23

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Royalty
Income

Royalty income
decreased $0.4 million,  or 24.5%,  primarily due to the termination  of an agreement
with one international licensee during fiscal 2004.

Other
Income, Net

Other income,
net,  decreased  $6.0 million,  or 89.6%,  to $0.7 million for fiscal  2004,  compared
to $6.7  million in fiscal  2003,  primarily  because  fiscal  2003  included  the  $5.9
million  pre-tax  gain on the sale of the  Companys  corporate  headquarters
facility.  Fiscal 2003 also included a pre-tax gain on the sale of the  Edinburg,  Texas
manufacturing  facility of $0.3  million.  Other  income in fiscal  2004 included a
pre-tax gain on the sale of another property of $0.2 million.

Interest
Expense

Interest
expense  decreased $0.8 million,  or 32.7%,  to $1.7 million,  compared to  $2.5 million
in fiscal 2003,  primarily  due to  significantly  reduced debt levels,  including
borrowings under the Companys revolving credit facility,  throughout the  fiscal
year, 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 was  36.6% in fiscal
2004.  Comparatively,  the  Companys  income  tax  provision  as a  percentage  of
income  before  income tax was 37.3% in fiscal 2003.  The fiscal 2004  and 2003 effective
rates  exceeded the statutory  federal tax rate of 35% primarily  as a  result  of  state
income  taxes.  In  fiscal  2004,  the  Company  reached  a  preliminary  agreement with
the Internal  Revenue Service covering tax years 1993 to  1998 and, as a result,
recorded a $0.1  million  tax  benefit to reduce  previously  accrued  income tax and
related  interest  liabilities.  The 0.7%  decrease  in the  effective  tax rate in
fiscal 2004 as compared  to fiscal 2003 is  primarily  due to  this tax benefit.

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 $9.1 million in increased sales of
  Haggar® branded products to a few key customers due to the introduction
  of new programs in fiscal 2003, a $1.8 million increase in Claiborne® sales
  primarily due to increased orders for casual pants and $4.0 million in sales
  from the Kenneth Cole® license agreement entered into in fiscal 2003. These
  increases were offset by a $5.3 million net decrease in sales at the Womens
  Wear subsidiary due to a reduction in sales to specialty stores, a $1.7 million
  decrease in private label program sales and a $7.6 million decrease due to the
  expiration of the DKNY® license in June 2003. Unit sales increased 6.0%,
  and the average sales price decreased 5.9%.

Gross Profit

Gross
  profit as a percentage of net sales decreased to 26.8% in fiscal 2003, compared
  to 27.5% in fiscal 2002. Absent the impact of the reorganization costs previously
  discussed, the gross profit percentage would have been comparable to fiscal
  2003, or 26.7%, in fiscal 2002.

24

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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
Equipped waistband  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  due to an increase in sales for  the Companys
licensees,  as well as increased  contractual  minimum  royalties due  from some of the
Companys licensees during the fiscal year.

Other
Income, Net

Other income
increased  $6.1  million,  or 10.2%,  to $6.7 million for fiscal 2003,  compared to $0.6
million in fiscal 2002,  primarily because fiscal 2003 included the  $5.9  million
pre-tax  gain on the  sale of the  Companys  corporate  headquarters  facility.
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,  including
borrowings under the Companys revolving credit facility,  throughout the  fiscal
year, 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 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  effective rate
exceeded the statutory  federal tax rate of 35% primarily as a result  of state income
taxes.  The 2002 effective  rate exceeded the statutory  federal tax  rate of 35%
primarily  as a result  of state  income  taxes  and the  impact of the  adoption of SFAS
No. 142. 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.

Cumulative
Effect of Accounting Change

On October 1,
2001,  the Company  adopted 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.

25

---



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.  The Company also operates two other  segments,  including the
retail segment,  which markets Haggar® branded  products through 70 Company operated
stores  located in outlet  and strip  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  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 for income taxes and  cumulative  effect of accounting
change.

The table below
reflects the Companys segment results for all periods presented  (in thousands):

|                            |  |  | Wholesale |         | Retail |   | Licensing |   | Consolidated |      
|--------------------------- |  |  | --------- | ------- | ------ | - | --------- | - | ------------ | -----
|                            |  |  |           |         |        |   |           |   |              |      
|2004                        |  |  |           |         |        |   |           |   |              |      
|Net sales                   |  |  | $         | 435,075 |        | $ | 52,815    |   | $            |     
|Segment
      profit        |  |  | $         | 13,598  |        | $ | 1,748     |   | $            | 1,203
|                            |  | 
|2003                        |  | 
|Net sales                   |  |  | $         | 435,844 |        | $ | 46,531    |   | $            |     
|Segment
      profit (loss) |  |  | $         | 17,163  |        | $ | (492      | ) | $            | 1,593
|                            |  | 
|2002
      (As restated)    |  | 
|Net sales                   |  |  | $         | 435,550 |        | $ | 46,281    |   | $            |     
|Segment
      profit (loss) |  |  | $         | 16,145  |        | $ | (1,363    | ) | $            | 1,326

Wholesale
  Segment

Wholesale
segment net sales  decreased $0.7 million,  or 0.2%, to $435.1 million in  fiscal 2004
from $435.8  million in fiscal 2003. The decrease  primarily  related to  a $21.8
million  decrease in sales of Haggar® branded  products and a $3.9 million  net
decrease in sales at the Womens Wear  subsidiary due to a reduction in sales to
specialty  stores,  offset by a  combined  increase  in sales of  Kenneth  Cole® and
Claiborne® products of $16.4  million in fiscal 2004,  a $1.0  million  increase in
sales at the Companys  United  Kingdom  subsidiary  and a $7.5 million  increase in
sales for private label programs.

Wholesale
segment net sales  increased $0.2 million,  or 0.1%, to $435.8 million in  fiscal 2003
from $435.6  million in fiscal 2002.  The  increase is primarily  due to  $9.1  million
in  increased  sales of  Haggar® branded  products,  a $1.8  million  increase in
Claiborne® products and $4.0  million in sales from the Kenneth  Cole® license
agreement  entered into in fiscal 2003.  The increases  were  substantially  offset by a
$5.3  million net  decrease in womens  wear sales due to a reduction in  sales to
specialty  stores,  a $1.7 million  decrease in private label program sales  and a $7.6
million decrease due to the expiration of the DKNY® license  agreement in  June 2003.

26

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Wholesale
  segment profit decreased $3.6 million, or 20.8%, to $13.6 million in fiscal
  2004 from $17.2 million in fiscal 2003. The decrease is primarily attributable
  to the $5.9 million pre-tax gain included in fiscal 2003 from the sale of the
  corporate headquarters facility and a $4.8 million increase in selling, general
  and administrative expenses primarily related to $0.8 million in one-time expenses
  incurred due to the global headquarters relocation, $0.4 million in severance
  charges related to the termination of three sales force employees, a $1.4 million
  increase in bonuses to employees, a $0.9 million increase in employee benefit
  costs, a $0.9 million increase in expenses related to the United Kingdom subsidiary
  due to exchange rate fluctuations and costs related to the transfer of operations
  to a licensee and $2.4 million in additional volume-related expenses consistent
  with the sales increase for Kenneth Cole® and other programs. The increases
  were partially offset by a $0.4 million decrease in legal expenses, as fiscal
  2003 included both $1.2 million in legal and professional fees incurred in a
  proxy contest involving a Company stockholder and $0.5 million related to the
  settlement of a lawsuit with the landlord of the Companys former Womens
  Wear subsidiary headquarters. Fiscal 2004 legal expenses primarily consisted
  of a $1.0 million charge in connection with a wrongful termination lawsuit,
  as well as miscellaneous legal and professional fees related to the Companys
  other ongoing lawsuits. The decreases were offset by improved gross margin for
  the wholesale segment by 1.7% in 2004. The increase in gross profit percentage
  was primarily related to a 4.2% increase in gross margin on womens wear
  sales, due to strategic reductions in fixed overhead and manufacturing costs
  for the womens division, and lower costs for mens private label
  product sourcing resulting in a 1.4% increase in gross margin on sales of these
  products.

Wholesale
segment  profit  increased  $1.0  million,  or 6.3%,  to $17.2 million in  fiscal  2003
from  $16.2  million  in  fiscal  2002.  The  increase  is  primarily  attributable  to
the $5.9 million pre-tax gain recorded in fiscal 2003 from the sale  of the  corporate
headquarters  facility,  offset by a $3.8  million  benefit  from  reorganization
activities which occurred in fiscal 2002.

Retail
Segment

Retail  segment
net sales  increased  $6.3  million,  or 13.5%,  to $52.8 million in  fiscal  2004  from
$46.5  million  in  fiscal  2003.  The  increase  is  primarily  attributable  to  the
Companys  ongoing  strategy  to  identify  and  close  underperforming  stores and
open new stores,  as well as increased sales at existing  stores.

Retail  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.

Retail  segment
income  increased  $2.2 million to a $1.7 million  profit in fiscal  2004,  compared to a
$0.5  million  loss in fiscal  2003.  The increase is primarily  attributable  to
increased  sales as well as a 1.9% increase in gross margins due to  changes in the
segments product mix.

Retail segment
loss  decreased $0.9 million,  or a $0.5 million loss in fiscal 2003,  compared  to a
$1.4  million  loss  in  fiscal  2002.  The  decrease  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.

Licensing
Segment

Licensing
segment profit decreased $0.4 million, or 24.5%, to $1.2 million in  fiscal 2004,
compared to $1.6 million in fiscal 2003 primarily due to the  termination of an agreement
with one international licensee during fiscal 2004.

Licensing
segment profit increased $0.3 million, or 20.1%, to $1.6 million in  fiscal 2003,
compared to $1.3 million in fiscal 2002.  The increase is primarily  due to increased
sales by the Companys licensees.

27

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Seasonality

The Companys
sales have exhibited some seasonality with higher sales and income in the second and
fourth fiscal 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
      Quarter |        
|---------------------------------------------------- |  |  | ---- |  |  | ------------------- | ------- | -------------------- | - | ------------------- |  | -------------------- | -------
|Net
      sales                                      |  |  | 2004 |  |  | $                   | 107,729 |                      | $ | 132,071             |  | $                    | 116,347
|                                                     |  |  | 2003 |  |  |                     | 113,907 |                      |   | 135,487             |  |                      | 107,435
|                                                    
|Gross
      profit                                   |  |  | 2004 |  |  | $                   | 31,316  |                      | $ | 36,903              |  | $                    | 32,238 
|                                                     |  |  | 2003 |  |  |                     | 28,604  |                      |   | 34,849              |  |                      | 31,269 
|                                                    
|Selling
      general and                            |  | 
|administrative
      expenses (1)                    |  |  | 2004 |  |  | $                   | 29,569  |                      | $ | 32,492              |  | $                    | 29,368 
|                                                     |  |  | 2003 |  |  |                     | 31,510  |                      |   | 32,012              |  |                      | 26,556 
|                                                    
|Income
      before provision (benefit) for income   |  |  | 2004 |  |  | $                   | 1,916   |                      | $ | 4,323               |  | $                    | 2,702  
|taxes
      (2)                                      |  |  | 2003 |  |  |                     | (3,320  | )                    |   | 3,022               |  |                      | 4,623  
|                                                    
|Net income
      (loss) (2)                          |  |  | 2004 |  |  | $                   | 1,185   |                      | $ | 2,671               |  | $                    | 1,670  
|                                                     |  |  | 2003 |  |  |                     | (2,005  | )                    |   | 1,831               |  |                      | 2,704  
|                                                     |  |  |      |  |  |                     |         |                      |   |                     |  |                      |        
|Net income
      (loss) per common share and         |  |  | 2004 |  |  | $                   | 0.18    |                      | $ | 0.38                |  | $                    | 0.23   
|common
      share equivalent on a diluted basis (2) |  |  | 2003 |  |  |                     | (0.31   | )                    |   | 0.29                |  |                      | 0.42   

|(1) |  | During
the first and second  quarters of fiscal 2004,  the Company  recorded  $0.1  million  and
$0.7  million,  respectively,  in  one-time  expenses  incurred due to the global
headquarters  relocation.  During the second  quarter of fiscal 2004,  the Company
accrued $0.5 million in connection  with a wrongful  termination  lawsuit. The Company
accrued an additional  $0.5 million  related to the lawsuit during the fourth quarter of
fiscal  2004.  During the second and third  quarters of fiscal 2003, the Company
incurred  $0.3  million  and $0.9  million,  respectively,  in legal and  professional
fees  in  connection  with a  proxy  contest  involving  a  Company  stockholder.  During
the second  quarter  of fiscal  2003,  the  Company  incurred  $0.5 million  related to
settlement of a lawsuit with  the landlord of the Womens  Wear  subsidiary
headquarters.  During the  third quarter of fiscal 2003, the Company  incurred $0.2
million related  to a reduction in force in the Womens Wear subsidiary.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | During
the fourth  quarter of fiscal  2003,  the Company  recorded a pre-tax  gain on the sale
of its corporate headquarters of $5.9 million.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

28

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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 2004,  2003 and 2002.
The  Company  paid the law firm  approximately  $0.9  million,  $0.5  million and $0.6
million for legal  services  during  fiscal  2004,  2003 and 2002,  respectively.
Management  believes that 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 due to the law firm at both  September  30,  2004 and  2003, which were
included in accrued liabilities.

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,  2004, the Company
had cash and cash equivalents of $30.7 million.

In May 2004,
the Company  amended  and  restated  its  unsecured  revolving  credit  agreement  (the
Agreement)  with certain  banks  primarily to extend the maturity  date to
June 30, 2007 and increase the maximum  borrowings to $111.0 million.  As of  September
30, 2004,  the Company had no amounts  outstanding  under the  Agreement.  The available
borrowing  capacity was  restricted to $56.5 million at September 30,  2004,  under the
Agreements  funded  debt to  operating  cash flow  covenant.  The  Company
incurred  approximately  $0.4  million in  commitment  fees  related to the  available
borrowing  capacity during fiscal 2004. The interest rates for borrowings  ranged from
2.29% to 4.0% during fiscal 2004,  and were based upon both margins over  a bank base
rate and margins over LIBOR,  depending on the borrowing option selected  by the Company.
The  Agreement  prohibits  the Company  from  pledging its accounts  receivable  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  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, 2004,  the Company was in full
compliance with its financial and other covenants under the  Agreement.

Long-term
  debt includes $2.1 million in Industrial Development Revenue (IDR)
  bonds at September 30, 2004. 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, 2004, was 1.74%.
  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 make the scheduled
  annual principal payment of $0.1 million in fiscal 2005 and prepay the remaining
  balance of $2.0 million in fiscal 2006. The IDR bonds are collateralized by
  certain buildings and equipment of $0.5 million as of September 30, 2004.

During  fiscal
2004,  the Company  repaid $7.1  million in senior  notes.  Of these  payments,  $3.6
million were not due until  October  2004.  The notes bore  interest  payable
semi-annually  at 8.49% per annum.  The Company  incurred a nominal penalty  related to
this prepayment which was included in interest expense for fiscal 2004.

As of September
30, 2004 and 2003,  the Company had  outstanding  $24.7 million and  $36.0  million,
respectively,  of trade  letters  of  credit  for the  purchase  of  inventory  from
foreign  suppliers in the ordinary  course of business.  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.  The decrease in trade  letters of credit was
primarily  related  to the timing of payment  for  in-transit  inventory  during  fiscal
2004 as compared to fiscal 2003.  As of September 30, 2004  and 2003, the Company had
entered into $7.1 million and $7.0 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.

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.

29

---



Based on an
estimated  $3.1 million  market  value for the aircraft  when the lease  ends in 2004,
the Company  began  accruing a $0.9 million  expected  deficiency  in  fiscal 2003.  The
Company  obtained an updated  estimate as of June 30, 2004,  which  reflected  a  revised
market  value  for  the  aircraft  of  $3.3  million.  As  of  September 30, 2004, the
Company included $0.7 million in accrued liabilities,  which  had  been  accrued  based
on the  previous  estimate  of the  market  value  of the  aircraft.  As  the  amount
accrued  as  of  September  30,  2004  represents  the  anticipated  deficiency  based on
the most  recent  estimate  of market  value,  the  Company will not record additional
accruals related to the residual value guarantee  until the lease  termination  date. On
November 23, 2004, the Company entered into a  contract with a third party to sell the
aircraft for proceeds of $3.3  million,  net  of sales commissions and expenses.

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, 2004 and 2003, which
  is net of $9.1 million in policy loans made to the Company bearing interest
  at rates ranging from 6.2% to 6.5%, and is recorded in other assets on the balance
  sheet. Interest expense for the years ended September 30, 2004, 2003 and 2002
  was $0.6 million, $0.6 million and $0.7 million, respectively, related to these
  policy loans.

The
  Company was notified of the death of one of the insured former officers on September
  29, 2004. The insurance company applied the proceeds directly to the $4.0 million
  in outstanding loans related to this policy, and the Company received the net
  proceeds related to this policy in November 2004.

On  October  6,
2004,  the  Company  executed  the  surrender  of $1.2  million  in  accumulated  cash
dividends  on  the  second  of  these  policies,  resulting  in a  reduction  of the
policy  loans for this  amount.  In  November  2004,  the  Company  repaid the remaining
policy loans of $3.9 million for these policies.

During  fiscal
2004,  the  Company  paid  quarterly  dividends  of $0.05 per share,  aggregating $1.4
million,  $0.3 million of which were cash dividends declared during  the fourth  quarter
of fiscal 2003.  During the fourth  quarter of fiscal 2004,  the  Company  declared a
cash dividend of $0.05 per share payable to the  stockholders of  record on November  1,
2004.  The fourth  quarter  dividend  of  approximately  $0.4  million was paid in
November 2004.

The  Company
has been  authorized  by the  Board of  Directors  to  purchase  up to  3,000,000  shares
of the Companys  stock. As of September 30, 2004, the Company had  purchased
2,242,183  shares of stock.  The Company did not  purchase  any shares in  fiscal 2003 or
fiscal 2004.  However,  the Company  reinstituted  its stock  buyback  plan on November
8, 2004. As of December 6, 2004,  the Company had purchased  65,400  shares of
outstanding stock since September 30, 2004.

The
  Company has other contractual obligations and commercial commitments as described
  below 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.

The  ongoing
evaluation  for  impairment  of  the  goodwill  related  to  the  1999  acquisition  of
the  Womens  Wear  subsidiary  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.  Based on the Companys  evaluation  for  impairment of goodwill
of $9.5  million at  September  30,  2004,  the  carrying  value of the womens wear
business unit was $22.2 million,  compared to the Companys independent appraisal of
the fair value of the business unit of $25.5 million.

30

---



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  2005.
The Companys  future cash flows from  operations may be impacted by  factors
including, but not limited to:

- the
    ability of the Company to retain existing customers,
- the
    cancellation or delay of customer orders,
- changes
    in sales mix,
- capital
    expenditures,
- changes
    in general economic conditions,
- managements
    effectiveness in managing the manufacturing and sourcing process, and
- the
    ability to collect in full, and in a timely manner, amounts due the Company.

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  and sourcing  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 relies
on its suppliers to execute  managements  production and  shipping  plans.  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 2004
Cash Flow Results

Net cash
provided by operating  activities  increased  $10.6 million,  or 52.7%,  to  $30.6
million  in fiscal  2004,  compared  to $20.0  million  in fiscal  2003.  The  increase
in cash  provided by operating  activities  was primarily  attributable  to  reduced
inventory,  increased  accounts  payable  levels  and  increased  accrued  liabilities
related to in-transit  inventory  due to  management of inventory  lead  times and
payment  terms for  purchases,  partially  offset by  decreased  cash from  accounts
receivable,  as the Company collected  additional cash from receivables in  fiscal 2003
related to increased sales near the end of fiscal 2002.

Net cash used
in investing  activities  increased $2.4 million,  or 393.5%,  to $3.0  million  in
fiscal  2004,  compared  to $0.6  million  in  fiscal  2003.  Investing  activities for
fiscal 2004 included $2.8 million related to capital  improvements of  the new global
headquarters  facility,  $1.3  million of which were  financed  with  funds  transferred
from restricted  cash. The remaining  capital  expenditures  for  fiscal 2004  related to
the  development  of retail  stores.  Fiscal 2003  investing  activities  included $17.5
million in proceeds from the sale of the Companys former  headquarters  facility,
offset by $16.0  million in cash used to  purchase  the new  global headquarters facility.

Net cash used
in financing  activities  decreased  $11.2 million,  or 70.3%, to $4.7  million in fiscal
2004,  compared to $15.9  million in fiscal 2003.  The decrease in  net cash used in
financing  activities  was  primarily  due to a  reduction  in net  repayments  on
long-term  debt during  fiscal 2004 and proceeds from the exercise of  employee stock
options, partially offset by a decrease in book overdrafts.

31

---



Effects of
Inflation

Inflation did
not materially impact the Company in fiscal 2004, 2003 or 2002.

Disclosures
About Contractual Obligations And Commercial Commitments

The following
table  summarizes the Companys  future  contractual  obligations and  payment
commitments as of September 30, 2004:

Payments Due
By Fiscal Years (In thousands)

|Contractual
      Obligations |  |  | Less
      Than
      1 Year |        | 1-3
      Years |   | 3-5
      Years |  | More
      than 5 Years |       | Total |  
|----------------------------- |  |  | ---------------------------- | ------ | --------------- | - | --------------- |  | ----------------------- | ----- | ----- | -
|                              |  |  |                              |        |                 |   |                 |  |                         |       |       |  
|Long-term
      debt (1)      |  |  | $                            | 100    |                 | $ | 2,000           |  | $                       |      |       | $
|                              |  |  |                              |        |                 |   |                 |  |                         |       |       |  
|Operating
      leases (2)    |  |  |                              | 7,229  |                 |   | 10,140          |  |                         | 3,239 |       |  
|                              |  | 
|Minimum
      royalties under |  | 
|licenses
      (3)            |  |  |                              | 2,758  |                 |   | 1,182           |  |                         |      |       |  
|                              |  |  |                              |        |                 |   |                 |  |                         |       |       |  
|Letters
      of credit (4)   |  |  |                              | 31,786 |                 |   |                |  |                         |      |       |  
|                              |  |  |                              |        |                 |   |                 |  |                         |       |       |  
|                              |  | 
|Total
      contractual       |  | 
|cash
      obligations        |  |  | $                            | 41,873 |                 | $ | 13,322          |  | $                       | 3,239 |       | $
|                              |  |  |                              |        |                 |   |                 |  |                         |       |       |  

---

(1) Long-term
debt includes  annual  installment  payments due for the IDR bonds of  $0.1 million
through  fiscal 2005,  with a final  payment of $2.0 million in fiscal  2006.  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 make the  scheduled  annual
principal  payment of $0.1  million in fiscal 2005 and prepay the  remaining balance of
$2.0 million in fiscal 2006.

(2) 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.

(3) Royalties
paid under trademark  licenses are recognized in selling,  general and  administrative
expenses  in  the  Consolidated  Statements  of  Operations  and  Comprehensive Income.

(4)  Letters of
credit  include  $24.7  million of trade  letters of credit and $7.1  million of standby
letters of credit.  Trade letters of credit are for the purchase  of inventory from
foreign  suppliers.  These trade letters of credit,  generally for  periods of less than
six  months,  will be paid upon  satisfactory  shipment  of the  inventory  to  the
Company.  Standby  letters  of  credit  represent  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 claim  obligations.

Recently Issued
and Adopted Financial Accounting Standards

On December 23,
2003,  the Financial  Accounting  Standards  Board  (FASB)  issued  Statement
of  Financial  Accounting  Standards  (SFAS)  No. 132  (Revised  2003),
Employers Disclosures  About Pensions and Other  Postretirement  Benefits. SFAS
No. 132 increases the existing  disclosure  requirements  by requiring  companies to
disclose more details about pension plan assets,  benefit  obligations,  cash flows,
benefit costs and related information.  Companies will be required to segregate plan
assets by category,  such as debt,  equity and real estate,  and to provide  certain
expected  rates of return  and other  informational  disclosures.  SFAS No. 132 also
requires  companies  to disclose  various  elements  of pension  and  postretirement
benefit costs in interim-period  financial  statements for quarters  beginning after
December 15, 2003. The Company has  determined  that no additional  disclosures  are
required due to the  immateriality of the Companys  pension plan assets and benefit
obligations

32

---



In March
  2004, the FASB issued an exposure draft entitled Share-Based Payment
  to amend SFAS No. 123, Accounting for Stock-Based Compensation and
  SFAS No. 95, Statement of Cash Flows. The proposed standards
  effective date will apply to awards that are granted, modified, or settled in
  cash in interim or annual periods beginning after June 15, 2005. This proposed
  standard would eliminate the ability to account for share-based compensation
  using the intrinsic value-based method under Accounting Principles Board Opinion
  No. 25, Accounting for Stock Issued to Employees. This exposure
  draft would require the Company to calculate equity-based compensation expense
  for stock options and employee stock purchase plan rights granted to employees
  based on the fair value of the equity instrument at the time of grant. Currently,
  the Company discloses the pro forma net income (loss) and related pro forma
  income (loss) per share information in accordance with SFAS No. 123 and SFAS
  No. 148, Accounting for Stock-Based Compensation CostsTransition
  and Disclosure. Management will continue to evaluate the impact that the
  exposure draft will have on the Companys financial position and results
  of operations.

|ITEM 7A. |  | QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- |  | ----------------------------------------------------------

The
Company is  exposed to market  risk from  changes in foreign  currency  exchange  rate
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, 2004,  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 a discussion  of the terms of the
Companys credit facilities.

|ITEM 8. |  | FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|------- |  | -------------------------------------------

The Reports of
Independent  Registered Public  Accountants,  consolidated  financial  statements and
Notes to Consolidated Financial Statements follow.

33

---



Report of
Independent Registered Public Accountants

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, after the
restatement described in Note 2, present fairly,  in all material respects, the financial
position of Haggar Corp. and its  subsidiaries (the Company) at September 30,
2004 and 2003, and the results of  their operations and their cash flows for each of the
three years in the period  ended September 30, 2004 in conformity with accounting
principles generally  accepted in the United States of America.  These financial
statements are the  responsibility of the Companys management.  Our responsibility
is to express an  opinion on these financial statements based on our audits.  We
conducted our audits  of these statements in accordance with the standards of the Public
Company  Accounting Oversight Board (United States).  Those standards require that we
plan  and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit 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.

As discussed in
Note 5 to the financial statements, the Company adopted the  provisions of Statement of
Financial Accounting Standards No. 142, Goodwill and  Other Intangible Assets,
as of October 1, 2001.

PRICEWATERHOUSECOOPERS
LLP

Dallas, Texas
December 3, 2004

34

---



Haggar Corp.
and Subsidiaries

Consolidated
Balance Sheets (In thousands, except share and per share amounts)

|                                                           |  |  | September
      30, |        
|---------------------------------------------------------- |  |  | ------------------- | -------
|                                                           |  |  |                     |        
|                                                           |  |  | 2004                |        
|                                                           |  |  |                     |        
|Assets                                                     |  |  |                     |        
|Current
      assets:                                      |  | 
|Cash
      and cash equivalents                            |  |  | $                   | 30,667 
|Accounts
      receivable, net                             |  |  |                     | 56,132 
|Inventories,
      net                                     |  |  |                     | 95,229 
|Deferred
      tax asset                                   |  |  |                     | 11,021 
|Other
      current assets                                 |  |  |                     | 7,392  
|                                                           |  |  |                     |        
|Total
      current assets                                 |  |  |                     | 200,441
|                                                           |  |  |                     |        
|Property,
      plant and equipment, net                   |  |  |                     | 44,394 
|Goodwill,
      net                                        |  |  |                     | 9,472  
|Other
      assets                                         |  |  |                     | 7,165  
|                                                           |  |  |                     |        
|Total
      assets                                         |  |  | $                   | 261,472
|                                                           |  |  |                     |        
|                                                           |  | 
|Liabilities
      and Stockholders Equity                 |  | 
|Current
      liabilities:                                 |  | 
|Accounts
      payable                                     |  |  | $                   | 30,621 
|Accrued
      liabilities                                  |  |  |                     | 36,678 
|Accrued
      wages and other                              |  | 
|employee
      compensation                                |  |  |                     | 8,538  
|Current
      portion of long-term debt                    |  |  |                     | 100    
|                                                           |  |  |                     |        
|Total
      current liabilities                            |  |  |                     | 75,937 
|                                                           |  |  |                     |        
|Other
      non-current liabilities                        |  |  |                     | 12,760 
|Deferred
      tax liability                               |  |  |                     | 374    
|Long-term
      debt                                       |  |  |                     | 2,000  
|                                                           |  |  |                     |        
|Total
      liabilities                                    |  |  |                     | 91,071 
|                                                           |  |  |                     |        
|                                                           |  | 
|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, 2004 and 2003           |  |  |                     |       
|Common
      stock  par value $0.10 per share; 25,000,000 |  | 
|shares
      authorized and 9,455,679 and 8,718,609 shares |  | 
|issued
      at September 30, 2004 and 2003, respectively  |  |  |                     | 945    
|Additional
      paid-in capital                           |  |  |                     | 54,966 
|Deferred
      compensation                                |  |  |                     | (1,796 
|Cumulative
      translation adjustment                    |  |  |                     | (9     
|Retained
      earnings                                    |  |  |                     | 141,256
|                                                           |  |  |                     |        
|                                                           |  |  |                     | 195,362
|                                                           |  | 
|Less
       Treasury stock; 2,242,183 shares at           |  | 
|cost
      at September 30, 2004 and 2003                  |  |  |                     | (24,961
|                                                           |  |  |                     |        
|Total
      stockholders equity                           |  |  |                     | 170,401
|                                                           |  |  |                     |        
|Total
      liabilities and stockholders equity           |  |  | $                   | 261,472
|                                                           |  |  |                     |        

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

35

---



Haggar Corp.
and Subsidiaries

Consolidated
Statements of Operations and Comprehensive Income (Loss) (In thousands, except per share
amounts)

|                                                   |  |  | Year
      Ended September 30, |         
|-------------------------------------------------- |  |  | ------------------------------ | --------
|                                                   |  |  |                                |         
|                                                   |  |  | 2004                           |         
|                                                   |  |  |                                |         
|Net
      sales                                    |  |  | $                              | 487,890 
|Cost
      of goods sold                           |  |  |                                | 347,581 
|Reorganization
      costs                         |  |  |                                |        
|                                                   |  |  |                                |         
|Gross
      profit                                 |  |  |                                | 140,309 
|Selling,
      general and administrative expenses |  |  |                                | (125,655
|Royalty
      income                               |  |  |                                | 1,203   
|Other
      income (expense), net                  |  |  |                                | 692     
|Interest
      expense                             |  |  |                                | (1,706  
|                                                   |  |  |                                |         
|Income
      before provision                      |  | 
|for
      income taxes and cumulative              |  | 
|effect
      of accounting change                  |  |  |                                | 14,843  
|                                                   |  |  |                                |         
|Provision
      for income taxes                   |  |  |                                | 5,435   
|                                                   |  |  |                                |         
|Income
      before cumulative effect of           |  | 
|accounting
      change                            |  |  |                                | 9,408   
|                                                  
|Cumulative
      effect of accounting change       |  |  |                                |        
|                                                   |  |  |                                |         
|                                                   |  |  |                                |         
|Net income
      (loss)                            |  |  | $                              | 9,408   
|                                                   |  |  |                                |         
|                                                   |  | 
|Other
      comprehensive income (loss):           |  | 
|Foreign
      currency translation adjustment      |  |  |                                | (24     
|                                                   |  |  |                                |         
|Comprehensive
      income (loss)                  |  |  | $                              | 9,384   
|                                                   |  |  |                                |         
|                                                   |  | 
|NET INCOME
      (LOSS) PER COMMON SHARE:          |  | 
|                                                   |  | 
|BASIC                                              |  | 
|Income
      before cumulative effect              |  | 
|of
      accounting change                         |  |  | $                              | 1.37    
|Cumulative
      effect of accounting change       |  |  |                                |        
|                                                   |  |  |                                |         
|Net income
      (loss)                            |  |  | $                              | 1.37    
|                                                   |  |  |                                |         
|                                                   |  | 
|DILUTED                                            |  | 
|Income
      before cumulative effect              |  | 
|of
      accounting change                         |  |  | $                              | 1.34    
|Cumulative
      effect of accounting change       |  |  |                                |        
|                                                   |  |  |                                |         
|Net income
      (loss)                            |  |  | $                              | 1.34    
|                                                   |  |  |                                |         
|                                                   |  | 
|Weighted
      average number of common shares     |  | 
|outstanding:                                       |  | 
|Basic                                              |  |  |                                | 6,883   
|                                                   |  |  |                                |         
|Diluted                                            |  |  |                                | 7,022   
|                                                   |  |  |                                |         

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)

|                          
|--------------------------
|                          
|                          
|                          
|Balance                   
|September
      30, 2001  
|                          
|Exercise
      of stock   
|options                   
|(including
      tax      
|benefit)                  
|                          
|Common
      stock        
|dividends
      declared  
|($0.20
      per share)   
|                          
|Purchase
      of treasury
|stock                     
|                          
|Foreign
      currency    
|translation               
|adjustment                
|                          
|Net loss                  
|                          
|                          
|Balance                   
|September
      30, 2002  
|                          
|Exercise
      of stock   
|options                   
|(including
      tax      
|benefit)                  
|                          
|Common
      stock        
|dividends
      declared  
|($0.20
      per share)   
|                          
|Foreign
      currency    
|translation               
|adjustment                
|                          
|Net income                
|                          
|Balance                   
|September
      30, 2003  
|                          
|Exercise
      of employee
|stock
      options       
|(including                
|tax
      benefit)        
|                          
|Issuance
      of common  
|stock                     
|                          
|Issuance
      of         
|restricted                
|stock                     
|                          
|Cancellation
      of     
|restricted
      stock    
|                          
|Amortization
      of     
|deferred                  
|compensation              
|                          
|Common
      stock        
|dividends
      declared  
|($0.20
      per share)   
|                          
|Foreign
      currency    
|translation               
|adjustment                
|                          
|Net income                
|                          
|Balance                   
|September
      30, 2004  
|                          

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, |        
|------------------------------------------------------------------ |  |  | ------------------------------ | -------
|                                                                   |  |  |                                |        
|                                                                   |  |  | 2004                           |        
|                                                                   |  |  |                                |        
|Cash
      Flows from Operating Activities                         |  |  |                                |        
|Net income
      (loss)                                            |  |  | $                              | 9,408  
|Adjustments
      to reconcile net income (loss) to net cash       |  | 
|provided
      by operating activities:                            |  | 
|Cumulative
      effect of accounting change                       |  |  |                                |       
|Depreciation
      and amortization                                |  |  |                                | 6,080  
|Gain
      on sale of property, plant and equipment                |  |  |                                | (232   
|Stock
      compensation expense                                   |  |  |                                | 571    
|Increase
      in cash surrender value of officers life insurance |  |  |                                | (344   
|Reversal
      of net realizable value on property held for sale   |  |  |                                |       
|Tax
      benefits from employee stock plans                       |  |  |                                | 468    
|Deferred
      tax expense (benefit)                               |  |  |                                | 423    
|Other                                                              |  |  |                                | (76    
|Changes
      in assets and liabilities:                           |  | 
|Accounts
      receivable, net                                     |  |  |                                | 1,989  
|Inventories                                                        |  |  |                                | 1,889  
|Other
      current assets                                         |  |  |                                | (3,997 
|Other
      non-current assets                                     |  |  |                                | 136    
|Accounts
      payable                                             |  |  |                                | 4,603  
|Accrued
      liabilities                                          |  |  |                                | 5,215  
|Accrued
      wages and other employee compensation                |  |  |                                | 1,232  
|Other
      non-current liabilities                                |  |  |                                | 3,206  
|                                                                   |  |  |                                |        
|Net
      cash provided by operating activities                    |  |  |                                | 30,571 
|                                                                   |  |  |                                |        
|                                                                  
|Cash
      Flows from Investing Activities                         |  | 
|Purchases
      of property, plant and equipment                   |  |  |                                | (4,113 
|Proceeds
      from sale of property, plant and equipment          |  |  |                                | 232    
|Decrease
      (increase) in restricted cash                       |  |  |                                | 1,287  
|Decrease
      (increase) in other assets                          |  |  |                                | (878   
|Proceeds
      from officers life insurance policies               |  |  |                                | 471    
|                                                                   |  |  |                                |        
|Net
      cash used in investing activities                        |  |  |                                | (3,001 
|                                                                   |  |  |                                |        
|                                                                   |  | 
|Cash
      Flows from Financing Activities                         |  | 
|Purchases
      of treasury stock at cost                          |  |  |                                |       
|Proceeds
      from issuance of long-term debt                     |  |  |                                | 66,000 
|Proceeds
      from exercise of employee stock options             |  |  |                                | 7,540  
|Payments
      on long-term debt                                   |  |  |                                | (73,242
|Increase
      (decrease) in book overdrafts                       |  |  |                                | (3,196 
|Debt
      issuance costs                                          |  |  |                                | (420   
|Payments
      of cash dividends                                   |  |  |                                | (1,399 
|                                                                   |  |  |                                |        
|Net
      cash used in financing activities                        |  |  |                                | (4,717 
|                                                                   |  |  |                                |        
|                                                                  
|Effect
      of exchange rates on cash and cash equivalents        |  |  |                                | 140    
|                                                                   |  |  |                                |        
|Increase
      (decrease) in cash and cash equivalents             |  |  |                                | 22,993 
|Cash
      and cash equivalents, beginning of period               |  |  |                                | 7,674  
|                                                                   |  |  |                                |        
|Cash
      and cash equivalents, end of period                     |  |  | $                              | 30,667 
|                                                                   |  |  |                                |        
|                                                                   |  | 
|Supplemental
      disclosure of cash flow information             |  | 
|Cash
      paid for:                                               |  | 
|Income
      taxes, net                                            |  |  | $                              | 4,966  
|Interest,
      net of amounts capitalized                         |  |  | $                              | 1,861  
|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, 2004, 2003 and 2002

1.
Operations and Significant Accounting Policies

Nature of
Operations

Haggar Corp., a
Nevada  corporation,  and its 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.  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.  Haggar Womens Wear,
Ltd, 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
and strip malls  throughout  the  United States.  Certain of the Companys  foreign
operations are conducted  through  Haggar  Apparel  Limited 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.

Effective
October 3, 2004, the Companys  existing  wholesale and retail operations  in the
United  Kingdom  were assumed by a third party in  accordance  with a license  agreement
entered into during the fourth quarter of fiscal 2004.

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 Limited,  Haggar Womens Wear, Ltd, 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.

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  $3.2 million
and $6.4  million in book  overdrafts  at September  30, 2004 and 2003,  respectively.

Allowance
for Doubtful Accounts

Accounts
receivable are net of allowances for doubtful  accounts of $0.4 million at  September 30,
2004 and 2003.

39

---



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,  accounted  for  approximately  20%, 20% and 21% of the  Companys net sales
during the fiscal years ended September 30, 2004, 2003 and 2002,  respectively,  and
approximately  28% and 32% of the  Companys  outstanding  trade  receivables  as of
September 30, 2004 and 2003,  respectively.  The Companys second largest  customer,
Kohls  Department  Stores,  Inc.,  accounted for approximately 16% of the Companys
net sales during each of the fiscal years ended  September 30, 2004,  2003 and 2002,  and
approximately  12% and 17% of the Companys  outstanding trade receivables as of
September 30, 2004 and 2003,  respectively.  The Companys  third largest  customer,
Wal-Mart Stores,  Inc.,  accounted for approximately 10%, 8% and 9% of the Companys
net  sales  for  the  fiscal  years  ended  September  30,  2004,  2003,  and  2002,
respectively,  and  approximately  10%  and 5% of the  Companys  outstanding  trade
receivables as of September 30, 2004 and 2003,  respectively.  The Companys  fourth
largest customer, May Department Stores Company,  accounted for approximately 7%, 4%  and
4% of the Companys net sales during the fiscal years ended  September 30, 2004,
2003  and  2002,  respectively,  and  approximately  13%  and  7% of  the  Companys
outstanding  trade receivables at of September 30, 2004 and 2003,  respectively.  No
other  customer  accounted  for more  than  10% of  consolidated  revenues  or trade
receivables  for the fiscal year ended  September 30, 2004. 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.

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
assets.

Inventories

Inventories are
stated at the lower of cost (first-in, first-out) or market.

Goodwill

Goodwill is the
excess of the purchase  price paid over the fair value of net assets  of businesses
acquired.  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 are  reflected in operating
income in the income statement.

Revenue
Recognition

Revenue  from
the sale of  products is  generally  recognized  upon the  transfer of  title and risk of
ownership  to  customers.  Revenue  from  sales at the  Companys  retail  stores
are  recognized  when  goods are sold to  customers.  Allowances  for  estimated returns,
discounts and retailer  promotions and incentives are recognized  as a deduction to net
sales.  The Company also  negotiates  price  adjustments  with  retailers  as sales
incentives  or margin  support,  which are also  recorded  as a  deduction to sales.  The
Company  estimates  the cost of such  allowances,  returns,  discounts,  and other
adjustments on an ongoing basis considering historical trends,  actual  and  projected
sales  results  and  an  evaluation  of  current  economic  conditions.

40

---



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 2004,  2003 and 2002,
total advertising expense was $12.3 million,  $12.0 million and $13.2  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 fiscal years ended  September  30, 2004,  2003 and  2002, such costs
were $11.9 million, $12.3 million and $12.6 million, respectively.

Foreign
Currency Translation and Remeasurement

The
consolidated  financial  statements of the Company are prepared in United States  dollars
as this is the  currency of the primary  economic  environment  in which the  Company
operates,  and the  majority  of the  Companys  revenue  is  received  and
expenses are disbursed in United States  dollars.  Non-U.S.  assets and  liabilities  are
translated or remeasured into United States dollars using the year-end  exchange  rates.
Revenues and expenses  are  translated  or  remeasured  at average  exchange  rates
during the year. As the  functional  currency of the Companys  United Kingdom
subsidiary is British pounds,  net foreign currency  translation gains or losses are
recorded in the equity  section of the balance  sheet as  comprehensive  income.  As  the
functional currency of the Companys  operations in Canada,  Dominican Republic,
and Mexico is United  States  dollars,  net foreign  currency  translation  gains or
losses are recorded in other income (expense), net.

Income Taxes

The  Company
has  recorded  its  provision  for  income  taxes  under the asset and  liability
method.  Under this  method,  deferred  tax assets  and  liabilities  are  recognized
based on  differences  between the financial  statement and tax bases of  assets and
liabilities  using  enacted tax rates that will be in effect at the time  such
differences  are  expected  to reverse.  Deferred  tax assets are reduced by a  valuation
allowance when, in the opinion of management,  it is more likely than not  that some
portion or all of the  deferred  tax  assets  will not be  realized.  The  Company
evaluates  the  probability  of  realizing  its  deferred  tax assets on an  ongoing
basis.  This  evaluation  includes  estimating the Companys  future taxable  income
in each of the taxing  jurisdictions in which the Company operates as well as  the
feasibility of tax planning  strategies.  Based on this evaluation at September  30, 2004
and 2003, the Company determined that no valuation allowance was required.

Use of
Estimates

The preparation
of financial  statements in conformity  with  accounting  principles  generally  accepted
in the United States  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.

Long-Term
Incentive Plans

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.

41

---



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 option price cannot  be less than the
fair market value of the common stock at the grant date.

The Company
accounts for its long-term incentive plans under Accounting Principles Board (APB)
Opinion No. 25. As required under SFAS No. 123, Accounting for Stock-Based
Compensation, the pro forma effects of stock-based compensation on net income and
net income per common share are as follows  (in thousands, except per share amounts):

|                                                     |  |  | 2004 |       | 2003 |   | 2002
      (Restated) |  
|---------------------------------------------------- |  |  | ---- | ----- | ---- | - | --------------------- | -
|                                                     |  |  |      |       |      |   |                       |  
|Net
      income (loss):                             |  |  |      |       |      |   |                       |  
|                                                     |  |  |      |       |      |   |                       |  
|As
      reported                                    |  |  | $    | 9,408 |      | $ | 9,856                 |  
|                                                     |  | 
|Add
      back: Stock-based employee compensation    |  | 
|included
      in net income (loss) as reported, net |  | 
|of
      related tax effects                         |  |  |      | 352   |      |   |                      |  
|                                                     |  | 
|Less:
      Pro-forma stock-based employee           |  | 
|compensation
      expense, net of related tax       |  | 
|effects                                              |  |  |      | (386  | )    |   | (107                  | )
|                                                     |  |  |      |       |      |   |                       |  
|Pro-forma
      net income (loss)                    |  |  | $    | 9,374 |      | $ | 9,749                 |  
|                                                     |  |  |      |       |      |   |                       |  
|                                                     |  | 
|Net income
      (loss) per common share:            |  | 
|                                                     |  | 
|BASIC                                                |  | 
|                                                     |  |  |      |       |      |   |                       |  
|As
      reported                                    |  |  | $    | 1.37  |      | $ | 1.53                  |  
|Pro
      forma                                      |  |  | $    | 1.36  |      | $ | 1.52                  |  
|                                                     |  | 
|DILUTED                                              |  | 
|                                                     |  |  |      |       |      |   |                       |  
|As
      reported                                    |  |  | $    | 1.34  |      | $ | 1.53                  |  
|Pro
      forma                                      |  |  | $    | 1.33  |      | $ | 1.51                  |  

In the second
quarter of fiscal  2004,  the Company  granted an aggregate of 15,000  options to certain
directors.  In accordance with the Companys  long-term incentive  plan adopted in
fiscal  2003,  these  options vest over three years.  The fair value  of the  option
grants  of  $7.50  was  estimated  on the date of  grant  using  the  Black-Scholes
option  pricing  model  with  the  following  weighted  average  assumptions:  risk-free
interest  rate of  2.72%;  expected  lives  of five  years;  expected volatility of
45.27% and an expected dividend rate of $0.20.

In the  second
quarter  of fiscal  2004,  the  Company  granted  125,000  shares of  restricted  stock
with fair values ranging from $19.69  $19.85 per share to certain  officers and
directors of the Company under the Companys  long-term  incentive plan  adopted in
fiscal 2003. The shares have dividend  rights and voting rights,  but are  subject to
restrictions  on  transfer  and risk of  forfeiture  until  vested.  The  shares vest in
three  equal  annual  installments.  The  Company  recorded  deferred  compensation of
$2.5 million related to the grants in  stockholders equity,  which  will be
amortized as expense on a  straight-line  basis over the vesting  periods of  the awards.
In May 2004,  one of the  Companys  officers  resigned  and  forfeited  10,000
nonvested  shares.  The  Company  reversed  $0.2  million  in  deferred  compensation
related to these  shares,  as well as minimal  expense the Company had  recognized
through the date of forfeiture.  Accordingly,  445,000 options under the  Companys
long-term  incentive plan adopted in fiscal 2003 are available for future  grants.

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

42

---



The following
table  summarizes the changes in common stock options  outstanding in  fiscal 2004, 2003
and 2002:

|                                |  |  | Shares |           |   | Weighted AverageExercise Price |      
|------------------------------- |  |  | ------ | --------- | - | ------------------------------ | -----
|Options
      outstanding       |  |  |        |           |   |                                |      
|as
      of September 30, 2001  |  |  |        | 1,585,363 |   | $                              | 12.56
|Options
      granted           |  |  |        | 15,000    |   | $                              | 14.05
|Options
      exercised         |  |  |        | (69,609   | ) | $                              | 11.94
|Options
      canceled          |  |  |        | (109,979  | ) | $                              | 12.57
|                                |  |  |        |           |   |                               
|Options
      outstanding       |  | 
|as
      of September 30, 2002  |  |  |        | 1,420,775 |   | $                              | 12.61
|Options
      exercisable as of |  | 
|September
      30, 2002        |  |  |        | 1,270,765 |   | $                              | 12.74
|Options
      granted           |  |  |        |          |   |                                |     
|Options
      exercised         |  |  |        | (58,000   | ) | $                              | 12.21
|Options
      canceled          |  |  |        | (185,146  | ) | $                              | 13.49
|                                |  |  |        |           |   |                               
|Options
      outstanding       |  | 
|as
      of September 30, 2003  |  |  |        | 1,177,629 |   | $                              | 12.51
|Options
      exercisable as of |  | 
|September
      30, 2003        |  |  |        | 1,157,229 |   | $                              | 12.49
|Options
      granted           |  |  |        | 15,000    |   | $                              | 19.69
|Options
      exercised         |  |  |        | (718,228  | ) | $                              | 12.50
|Options
      canceled          |  |  |        | (28,001   | ) | $                              | 12.26
|                                |  |  |        |           |   |                               
|Options
      outstanding       |  | 
|as
      of September 30, 2004  |  |  |        | 446,400   |   | $                              | 12.81
|Options
      exercisable as of |  | 
|September
      30, 2004        |  |  |        | 418,800   |   | $                              | 12.53

The following
table summarizes  information  about common stock options  outstanding  as of September
30, 2004:

|                               |  |  | Options
      Outstanding  |         | Options
      Exercisable                                               | 
|------------------------------ |  |  | -------------------------- | ------- | ----------------------------------------------------------------------- | 
|                               |  |  |                            |         |                                                                         | 
|Range
      of Exercise Prices |  |  | Options 
      Outstanding |         | Weighted- 
      Average 
      Remaining 
      Contractual
      Life | 
|                               |  |  |                            |         |                                                                         | 
|$11.00-$15.875                 |  |  |                            | 423,400 |                                                                         | 
|$19.69-$23.00                  |  |  |                            | 23,000  |                                                                         | 
|                               |  |  |                            |         |                                                                         | 
|                               |  |  |                            |         |                                                                         | 
|                               |  |  |                            | 446,400 |                                                                         | 
|                               |  |  |                            |         |                                                                         | 

2.
Restatement of Historical Financial Statements

On November 3,
2004, the Company  concluded  that certain of its  previously  issued  financial
statements  referenced  below  should no longer be relied upon because of  errors in
those  financial  statements  and should be restated to reflect  necessary  accounting
adjustments.

The  Company
determined  that  there  were  errors in the  accounting  for  certain  intercompany
transactions  and related  foreign  currency  translation  adjustments  during  fiscal
2002  resulting in  understatements  of cost of goods sold,  accounts  payable and
cumulative  translation  adjustment of $1.3  million,  $1.1 million and  $0.2  million,
respectively,  in fiscal  2002.  Accordingly,  after the related tax  benefit of $0.5
million,  net income for fiscal 2002 was  reduced by  approximately  $0.8 million,  or
$0.12 per basic and diluted  share of common stock.  Additionally,  as a result of the
restatement,  Haggars  consolidated  balance sheets at September  30, 2002 and 2003
reflect an increase in total  liabilities  of $0.6  million and a  decrease in total
stockholders equity of $0.6  million.  The  restatement  had no  impact  on cash
flows  from  operating,  investing  or  financing  activities.  The  adjustments do not
impact the Companys current cash or liquidity  position,  nor do  they affect the
Companys  compliance  with its financial  covenants  under its debt  facilities.

43

---



The
  following table sets forth the effects of the restatement adjustments discussed
  above on the Consolidated Statement of Operations and Comprehensive Income for
  the year ended September 30, 2002:

|                                          |  |  | 2002                                                      |         
|----------------------------------------- |  |  | --------------------------------------------------------- | --------
|                                          |  |  |                                                           |         
|                                          |  |  | (Amounts
      in thousands,
      except per share data) |         
|                                          |  |  | As 
      Previously
      Reported                       |         
|                                          |  |  |                                                           |         
|Net
      sales                           |  |  | $                                                         | 481,831 
|Cost
      of goods sold                  |  |  |                                                           | 351,704 
|Reorganization
      costs                |  |  |                                                           | (3,812  
|                                          |  |  |                                                           |         
|Gross
      profit                        |  |  |                                                           | 133,939 
|Selling,
      general and                |  | 
|administrative
      expense              |  |  |                                                           | (118,442
|Royalty
      income                      |  |  |                                                           | 1,326   
|Other
      income (expense), net         |  |  |                                                           | 613     
|Interest
      expense                    |  |  |                                                           | (3,600  
|                                          |  |  |                                                           |         
|Income
      before provision for income  |  | 
|taxes
      and cumulative effect of      |  | 
|accounting
      change                   |  |  |                                                           | 13,836  
|Provision
      for income taxes          |  |  |                                                           | 5,823   
|                                          |  |  |                                                           |         
|Income
      before cumulative effect of  |  | 
|accounting
      change                   |  |  | $                                                         | 8,013   
|Cumulative
      effect of accounting     |  | 
|change                                    |  |  |                                                           | (15,578 
|                                          |  |  |                                                           |         
|Net loss                                  |  |  | $                                                         | (7,565  
|                                          |  |  |                                                           |         
|Other
      comprehensive income (loss):  |  | 
|Foreign
      currency translation        |  | 
|adjustment                                |  |  |                                                           | 16      
|                                          |  |  |                                                           |         
|Comprehensive
      loss                  |  |  | $                                                         | (7,549  
|                                          |  |  |                                                           |         
|                                          |  | 
|NET INCOME
      (LOSS) PER COMMON SHARE: |  | 
|                                          |  | 
|BASIC                                     |  | 
|Income
      before cumulative effect of  |  | 
|accounting
      change                   |  |  | $                                                         | 1.25    
|Cumulative
      effect of accounting     |  | 
|change                                    |  |  |                                                           | (2.44   
|                                          |  |  |                                                           |         
|Net loss                                  |  |  | $                                                         | (1.19   
|                                          |  |  |                                                           |         
|                                          |  | 
|DILUTED                                   |  | 
|Income
      before cumulative effect of  |  | 
|accounting
      change                   |  |  | $                                                         | 1.25    
|Cumulative
      effect of accounting     |  | 
|change                                    |  |  |                                                           | (2.42   
|                                          |  |  |                                                           |         
|Net loss                                  |  |  | $                                                         | (1.17   
|                                          |  |  |                                                           |         

44

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The following
table sets forth the effects of the restatement adjustments discussed  above on the
Consolidated Balance Sheets at September 30, 2003 and 2002:

|                                                    |  |  | September 30,                       |        
|--------------------------------------------------- |  |  | ----------------------------------- | -------
|                                                    |  |  |                                     |        
|                                                    |  |  | 2003                                |        
|(Amounts
      in thousands)                        |  |  | As 
      Previously
      Reported |        
|                                                    |  |  |                                     |        
|ASSETS                                              |  |  |                                     |        
|Current
      assets:                               |  | 
|Cash
      and cash equivalents                     |  |  | $                                   | 7,674  
|Accounts
      receivable, net                      |  |  |                                     | 56,528 
|Inventories,
      net                              |  |  |                                     | 96,959 
|Property
      held for sale                        |  |  |                                     |       
|Deferred
      tax asset                            |  |  |                                     | 10,505 
|Other
      current assets                          |  |  |                                     | 3,557  
|                                                    |  |  |                                     |        
|Total
      current assets                          |  |  |                                     | 175,223
|Property,
      plant and equipment, net            |  |  |                                     | 45,932 
|Goodwill,
      net                                 |  |  |                                     | 9,472  
|Deferred
      tax asset                            |  |  |                                     |       
|Other
      assets                                  |  |  |                                     | 7,580  
|                                                    |  |  |                                     |        
|Total
      assets                                  |  |  | $                                   | 238,207
|                                                    |  |  |                                     |        
|                                                   
|LIABILITIES
      AND STOCKHOLDERS EQUITY          |  | 
|Current
      liabilities:                          |  | 
|Accounts
      payable                              |  |  | $                                   | 26,245 
|Accrued
      liabilities                           |  |  |                                     | 31,898 
|Accrued
      wages and other employee compensation |  |  |                                     | 7,228  
|Current
      portion of long-term debt             |  |  |                                     | 3,671  
|                                                    |  |  |                                     |        
|Total
      current liabilities                     |  |  |                                     | 69,042 
|Other
      non-current liabilities                 |  |  |                                     | 9,554  
|Deferred
      tax liability                        |  |  |                                     | 523    
|Long-term
      debt                                |  |  |                                     | 5,671  
|                                                    |  |  |                                     |        
|Total
      liabilities                             |  |  |                                     | 84,790 
|                                                    |  |  |                                     |        
|Stockholders
      equity:                         |  | 
|Preferred
      stock                               |  |  |                                     |       
|Common
      stock                                  |  |  |                                     | 872    
|Additional
      paid-in capital                    |  |  |                                     | 43,653 
|Cumulative
      translation adjustment             |  |  |                                     | (163   
|Retained
      earnings                             |  |  |                                     | 134,016
|                                                    |  |  |                                     |        
|Less
       Treasury stock                         |  |  |                                     | (24,961
|                                                    |  |  |                                     |        
|Total
      stockholders equity                    |  |  |                                     | 153,417
|                                                    |  |  |                                     |        
|otal
      liabilities and stockholders equity     |  |  | $                                   | 238,207
|                                                    |  |  |                                     |        

45

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3.
Inventories, Net

Inventories,
net consisted of the following at September 30, 2004 and 2003 (in thousands):

|                             |  |  | 2004 |        | 2003 |  
|---------------------------- |  |  | ---- | ------ | ---- | -
|                             |  |  |      |        |      |  
|Piece
      goods            |  |  | $    | 4,473  |      | $
|Trimming
      and supplies  |  |  |      | 1,550  |      |  
|Work-in-process              |  |  |      | 4,464  |      |  
|Finished
      garments      |  |  |      | 85,442 |      |  
|                             |  |  |      |        |      |  
|                             |  |  |      | 95,929 |      |  
|Inventory
      reserves     |  |  |      | (700   | )    |  
|                             |  |  |      |        |      |  
|                            
|Total
      inventories, net |  |  | $    | 95,229 |      | $
|                             |  |  |      |        |      |  

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

4.
Property, Plant and Equipment

Property,
plant and equipment, stated at cost, consisted of the following at September 30,
2004 and 2003 (in thousands):

|                                        |  |  | 2004 |         | 2003 |  
|--------------------------------------- |  |  | ---- | ------- | ---- | -
|                                        |  |  |      |         |      |  
|Land                                    |  |  | $    | 4,730   |      | $
|Buildings                               |  |  |      | 40,318  |      |  
|Furniture,
      fixtures and equipment |  |  |      | 54,947  |      |  
|Leasehold
      improvements            |  |  |      | 12,240  |      |  
|Construction
      in progress          |  |  |      | 229     |      |  
|                                        |  |  |      |         |      |  
|Total                                   |  |  |      | 112,464 |      |  
|Less:
      Accumulated depreciation    |  | 
|and
      amortization                  |  |  |      | (68,070 | )    |  
|                                        |  |  |      |         |      |  
|Net
      property, plant and equipment |  |  | $    | 44,394  |      | $
|                                        |  |  |      |         |      |  

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.

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 Life
|--------------------------------------- |  | ---------------------
|Buildings                               |  | 15-40 years          
|Furniture,
      fixtures and equipment |  | 15
      years       
|Leasehold improvements                  |  | Life
      of Lease  

5.  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 the Companys  womens wear  subsidiary now known as Haggar
Womens Wear, Ltd. 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.

46

---



The Company
subsequently  performed its annual  impairment tests of goodwill in the  fourth  quarters
of fiscal 2004, 2003 and 2002 and determined that the fair value of  womens  wear
subsidiary  exceeded  its  carrying  value.  Therefore,  no  further  revisions to the
Companys  goodwill were  required  during  fiscal 2004,  2003 and  2002.  Based on
the  Companys  evaluation  for  impairment of goodwill at September  30, 2004,  the
carrying  value of the womens wear business unit was $22.2  million,  compared to
the  Companys  independent  appraisal of the fair value of the business  unit of
$25.5 million.

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.

6.  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
      Years Ended 
      September 30, |      
|------------------------------------------------------------------ |  |  | --------------------------------------------- | -----
|                                                                   |  |  |                                               |      
|                                                                   |  |  | 2004                                          |      
|                                                                   |  |  |                                               |      
|Weighted
      average common shares outstanding                   |  |  |                                               | 6,883
|Share
      equivalents, due to stock options and restricted stock |  |  |                                               | 139  
|                                                                   |  |  |                                               |      
|Weighted
      average of diluted common shares outstanding        |  |  |                                               | 7,022
|                                                                   |  |  |                                               |      

Options to
purchase  16,361,  629,401 and 759,610  common  shares were excluded from  the diluted
earnings per share  calculations  for the fiscal years ended  September  30, 2004,  2003
and 2002,  respectively,  because the options exercise prices were  greater than
the average market price of the common shares during the year.

7.  Income
Taxes

The components
of the provision for income taxes are as follows for the fiscal years ended
September 30, 2004, 2003 and 2002 (in thousands):

|                                  |  |  | 2004 |       | 2003 |   | 2002
      (Restated) | 
|--------------------------------- |  |  | ---- | ----- | ---- | - | --------------------- | 
|                                  |  |  |      |       |      |   |                       | 
|Current
      federal income tax  |  |  | $    | 4,313 |      | $ | 1,488                 | 
|Deferred
      federal income tax |  |  |      | 655   |      |   | 3,834                 | 
|State
      income tax            |  |  |      | 467   |      |   | 551                   | 
|                                  |  |  |      |       |      |   |                       | 
|Provision
      for income taxes  |  |  | $    | 5,435 |      | $ | 5,873                 | 
|                                  |  |  |      |       |      |   |                       | 

47

---



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):

|                                         |  |  | 2004 |         | 2003 |  
|---------------------------------------- |  |  | ---- | ------- | ---- | -
|                                         |  |  |      |         |      |  
|Deferred
      income tax assets:        |  |  |      |         |      |  
|Workers
      compensation accrual      |  |  | $    | 1,486   |      | $
|Inventory
      cost capitalization      |  | 
|and
      valuation                      |  |  |      | 645     |      |  
|Allowances
      for                     |  | 
|accounts
      receivable                |  |  |      | 4,295   |      |  
|Health
      and life insurance accrual  |  |  |      | 2,566   |      |  
|Reserve
      for reorganization         |  |  |      | 518     |      |  
|Accrued
      wages and other employee   |  | 
|compensation                             |  |  |      | 1,949   |      |  
|Stock-based
      compensation           |  |  |      | 1,088   |      |  
|Other                                    |  |  |      | 1,099   |      |  
|                                         |  |  |      |         |      |  
|                                         |  |  |      | 13,646  |      |  
|                                         |  | 
|Deferred
      income tax liabilities:   |  | 
|Prepaid
      insurance                  |  |  |      | (264    | )    |  
|Property,
      plant and equipment, net |  |  |      | (2,735  | )    |  
|                                         |  |  |      |         |      |  
|                                         |  |  |      | (2,999  | )    |  
|                                         |  |  |      |         |      |  
|                                         |  |  |      |         |      |  
|Net deferred
      income tax asset      |  |  |      | 10,647  |      |  
|Less
       Current deferred tax asset  |  |  |      | (11,021 | )    |  
|                                         |  |  |      |         |      |  
|Long-term
      deferred                 |  | 
|tax
      liability                      |  |  | $    | (374    | )    | $
|                                         |  |  |      |         |      |  

The provision
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):

|                                 |  |  | 2004 |       | 2003 |   | 2002
      (Restated) | 
|-------------------------------- |  |  | ---- | ----- | ---- | - | --------------------- | 
|                                 |  |  |      |       |      |   |                       | 
|Tax
      computed at the        |  |  |      |       |      |   |                       | 
|statutory
      rate             |  |  | $    | 5,195 |      | $ | 5,505                 | 
|State
      income taxes, net    |  |  |      | 304   |      |   | 358                   | 
|Tax rate
      differentials     |  | 
|in
      other jurisdictions     |  |  |      |      |      |   |                      | 
|Other                            |  |  |      | (64   | )    |   | 10                    | 
|                                 |  |  |      |       |      |   |                       | 
|Provision
      for income taxes |  |  | $    | 5,435 |      | $ | 5,873                 | 
|                                 |  |  |      |       |      |   |                       | 

48

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8.
Long-Term Debt

Long-term debt
consisted of the following at September 30, 2004 and 2003 (in thousands):

|                                     |  |  | 2004 |       | 2003 |  
|------------------------------------ |  |  | ---- | ----- | ---- | -
|                                     |  |  |      |       |      |  
|Borrowings
      under revolving     |  |  |      |       |      |  
|credit
      line                    |  |  | $    |      |      | $
|Industrial
      Development Revenue |  | 
|Bonds                                |  |  |      | 2,100 |      |  
|Senior
      notes                   |  |  |      |      |      |  
|                                     |  |  |      |       |      |  
|Total
      debt                     |  |  |      | 2,100 |      |  
|Less
       current portion         |  |  |      | (100  | )    |  
|                                     |  |  |      |       |      |  
|Long-term
      debt                 |  |  | $    | 2,000 |      | $
|                                     |  |  |      |       |      |  

In May 2004,
the Company  amended  and  restated  its  unsecured  revolving  credit  agreement  (the
Agreement)  with certain  banks  primarily to extend the maturity  date to
June 30, 2007 and increase the maximum  borrowings to $111.0 million.  As of  September
30, 2004,  the Company had no amounts  outstanding  under the  Agreement.  The available
borrowing  capacity was  restricted to $56.5 million at September 30,  2004,  under the
Agreements  funded  debt to  operating  cash flow  covenant.  The  Company
incurred  approximately  $0.4  million in  commitment  fees  related to the  available
borrowing  capacity during fiscal 2004. The interest rates for borrowings  ranged from
2.29% to 4.0% during fiscal 2004,  and were based upon both margins over  a bank base
rate and margins over LIBOR,  depending on the borrowing option selected  by the Company.
The  Agreement  prohibits  the Company  from  pledging its accounts  receivable  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  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, 2004,  the Company was in full
compliance with its financial and other covenants under the  Agreement.

Long-term
  debt includes $2.1 million in Industrial Development Revenue (IDR)
  bonds at September 30, 2004. 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, 2004 was 1.74%.
  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 make the scheduled
  annual principal payment of $0.1 million in fiscal 2005 and prepay the remaining
  balance of $2.0 million in fiscal 2006. The IDR bonds are collateralized by
  certain buildings and equipment with a net book value of $0.5 million as of
  September 30, 2004.

During  fiscal
2004,  the Company  repaid  $7.1  million in senior  notes.  Of this  amount,  $3.6
million  was not due until  October  2004.  The  Company  incurred  a  nominal penalty
related to this  prepayment  which was included in interest  expense  for fiscal 2004.

Principal
payments due or expected to be prepaid during the next five years on long-term debt
are as follows (in thousands):

|Years
      Ending September 30, |  |  | Amount |      
|-------------------------------- |  |  | ------ | -----
|                                 |  |  |        |      
|2005                             |  |  | $      | 100  
|2006                             |  |  |        | 2,000
|2007                             |  |  |        |     
|2008                             |  |  |        |     
|2009                             |  |  |        |     
|Thereafter                       |  |  |        |     
|                                 |  |  |        |      
|                                 |  |  | $      | 2,100
|                                 |  |  |        |      

49

---



9.  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, 2004 (in thousands):

|Years
      Ending September 30, |  |  | Amount |       
|-------------------------------- |  |  | ------ | ------
|                                 |  |  |        |       
|2005                             |  |  | $      | 7,229 
|2006                             |  |  |        | 5,964 
|2007                             |  |  |        | 4,176 
|2008                             |  |  |        | 2,064 
|2009                             |  |  |        | 1,175 
|Thereafter                       |  |  |        | 1,324 
|                                 |  |  |        |       
|                                 |  |  | $      | 21,932
|                                 |  |  |        |       

Rental  expense
was $8.7 million,  $8.9 million and $9.3 million in the fiscal years  ended September 30,
2004, 2003 and 2002, respectively.

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.  The Company  obtained an updated  estimate as of June 30, 2004,  which  reflected
a revised  market  value for the  aircraft of $3.3  million.  As of  September 30, 2004,
the Company included $0.7 million in accrued liabilities,  which  had  been  accrued
based  on the  previous  estimate  of the  market  value  of the  aircraft.  As  the
amount  accrued  as  of  September  30,  2004  represents  the  anticipated  deficiency
based on the most  recent  estimate  of market  value,  the  Company will not record
additional  accruals related to the residual value guarantee  until the lease
termination  date. On November 23, 2004, the Company entered into a  contract with a
third party to sell the aircraft for proceeds of $3.3  million,  net  of sales
commissions and expenses.

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®, Kenneth Cole
  Reaction® and Claiborne® trademarks. The following is a schedule of
  future minimum royalty payments required under the license agreements at September
  30, 2004 (in thousands):

|Years
      Ending September 30, |  |  | Amount |      
|-------------------------------- |  |  | ------ | -----
|                                 |  |  |        |      
|2005                             |  |  | $      | 2,758
|2006                             |  |  |        | 1,068
|2007                             |  |  |        | 114  
|2008                             |  |  |        |     
|2009                             |  |  |        |     
|Thereafter                       |  |  |        |     
|                                 |  |  |        |      
|                                 |  |  | $      | 3,940
|                                 |  |  |        |      

50

---



As of
September  30,  2004,  the Company  had  outstanding  $24.7  million of trade  letters of
credit for the  purchase  of  inventory  from  foreign  suppliers  in the  ordinary
course of business.  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, 2004,  the Company had entered into  $7.1 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.

During March
2004, the Company reached a settlement  agreement  related to an action  for  trademark
infringement.  Under the terms of the  settlement,  the Company paid  $0.6 million to the
plaintiff,  which the Company had accrued in fiscal 2003, net of  anticipated  insurance
proceeds,  based on the Companys estimated range of probable  loss.  In April
2004,  the  Company  received  reimbursement  for a portion  of the  settlement  from an
insurer  of $0.3  million.  The  Company  does  not  anticipate  additional reimbursement
for the remainder of the settlement.

The Company
is a defendant in a wrongful termination lawsuit in which a jury rendered a
verdict in January 2002 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 the
jurys finding of willful discrimination, plus pre- and post-judgment
interest and attorneys fees. The case is  Palasota v. Haggar Clothing Co.,
No. 00-CV-1925 (N.D. Tex.), which the plaintiff filed in fiscal 2000. The trial
court reversed the jurys verdict and rendered a judgment in favor of the Company
denying all recovery on the basis that the plaintiff had failed to prove any
liability of the Company. The plaintiff appealed to the United States Court of
Appeals for the Fifth Circuit, which reversed the judgment of the trial court and
remanded the matter back to the trial court for further proceedings. The United States
Supreme Court subsequently denied the Companys request for review of the case.
As a result, during the second quarter of fiscal 2004 the Company recorded a
$0.5 million charge to earnings. Upon remand, the Company requested that the trial
court set aside the jurys finding of willful discrimination and reduce the jurys
calculation of damages. The trial court denied the Companys motion, but
deferred entering judgment on the jury verdict pending a hearing on additional
backpay, interest, attorneys fees and front pay. Based on managements
evaluation of all information received, the Company recorded an additional $0.5
million charge during the fourth quarter of fiscal 2004. Upon the entry of a final
judgment by the trial court, the Company intends to further evaluate its estimate of
possible range of loss in the case in light of the amount of the final
judgment. The Company has $1.0 million reserved in accrued liabilities for this
matter as of September 30, 2004.

One
  attorney has filed five separate suits against the Company and certain of its
  subsidiaries, as well as unrelated third parties, alleging injuries to approximately
  2,200 former employees from airborne fibers and chemicals in certain of the
  Companys now closed facilities located in south Texas. The cases, all
  originally filed in various Texas state district courts in Hidalgo County, Texas,
  are styled as follows:Abundis v. Haggar Corp., No. C-1600-03-G (filed
  in fiscal 2003 in the 370thJudicial District Court); Alvarez v. Haggar Corp., No. C-1586-03-B (filed
  in fiscal 2003 in the 93rdJudicial District Court); Bermudez v. Haggar Clothing Co., No. C-218-04-B
  (filed in fiscal 2004 in the 93rdJudicial District Court); Garcia v. Levi Strauss & Co., No. C-1115-03-H
  (filed in fiscal 2003 in the 389thJudicial District Court); and Ybarra v. Haggar Clothing Co., No. C-2395-02-D
  (filed in fiscal 2003 in the 206th Judicial
  District Court). All proceedings in the Abundis case, which names over
  2,100 plaintiffs, have been stayed due to the unrelated bankruptcy of one of
  the other defendants. The Company is awaiting a decision by the trial court
  on its motion to dismiss the Alvarez case, which names 71 plaintiffs. After
  taking discovery in one of the remaining cases, the Company believes that all
  of these cases and claims are frivolous and that the plaintiffs have no factual
  or legal basis for any of their allegations. In addition, the Company believes
  that it has meritorious defenses to all of the asserted claims. The Company
  intends to vigorously defend all of these suits.

Jury
  verdicts in two cases totaling approximately $1.7 million in the aggregate were
  returned in fiscal 2000 against certain subsidiaries of the Company related
  to claims by former employees of now closed manufacturing facilities for wrongful
  discharge and common law tort. Both cases are currently on appeal to the Texas
  Supreme Court, as management and legal counsel believe the verdicts in the lawsuits
  are both legally and factually incorrect. Those cases are Haggar Clothing
  Co. v. Hernandez, No. 03-0897 (originally filed in fiscal 1995), and Leal
  v. Haggar Clothing Co., No. 02-1182 (originally filed in fiscal 1994). The
  Company has $2.9 million reserved in accrued liabilities for these two cases
  as of September 30, 2004.

51

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10.
Business Reorganization Activities

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 Companys Edinburg, Texas manufacturing facility
  in fiscal 2001, 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.

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

|                                                   | 
|-------------------------------------------------- | 
|Weslaco, Texas cutting facility closing            | 
|                                                   | 
|Edinburg,
      Texas facility write-down reversal | 
|                                                   | 
|Dominican Republic manufacturing facility closing  | 
|                                                   | 
|Reduction
      of legal reserve                   | 
|                                                   | 
|Total reorganization costs                         | 
|                                                   | 

In addition to
the  reorganization  activities  noted above, the Company reduced its  sales force during
the fourth quarter of fiscal 2002, terminating six employees.  As  a result,  the Company
recorded a $1.0  million  pre-tax  charge to  operations  in  selling,  general and
administrative  expenses.  The sales force  reorganization has  been  completed  and
actual  amounts  paid  pursuant  to the plan  approximated  the  initial $1.0 million
charge.

52

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11.
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 Womens Wear  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  $1.1  million,  $1.0  million and $1.6 million for the fiscal
years ended  September  30,  2004, 2003 and 2002, 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  $3.4  million,  $3.8  million and $4.1
million to the trust for the fiscal years ended  September 30, 2004,  2003 and 2002,
respectively.

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 $6.2 million and $4.3
  million at September 30, 2004 and 2003, 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 2004, 2003 and 2002, the Company contributed $0.9 million, $0.9
  million and $1.3 million, respectively, to the trust for the payment of premiums
  on variable life policies insuring two executive officers. During fiscal 2004,
  the Company also terminated two split-dollar life insurance policies for those
  officers and received $0.5 million in returned premiums for those policies.

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,  2004 and 2003,  which is net of $9.1  million in
policy loans made to the Company  bearing  interest at rates ranging from  6.2% to 6.5%,
and is  recorded  in other  assets  on the  balance  sheet.  Interest  expense for the
years ended  September  30,  2004,  2003 and 2002 was $0.6  million,  $0.6 million, and
$0.7 million, respectively, related to these policy loans.

53

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The
  Company was notified of the death of one of the insured former officers on September
  29, 2004. The insurance company applied the proceeds directly to the $4.0 million
  in outstanding loans related to this policy, and the Company received the net
  proceeds related to this policy in November 2004. On October 6, 2004, the Company
  executed the surrender of $1.2 million in accumulated cash dividends on the
  second of these policies, resulting in a reduction of the policy loans for this
  amount. In November 2004, the Company repaid the remaining policy loans of $3.9
  million for these policies.

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% 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.

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.

12.
Building Sales

In July 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.  The
Company  used the  proceeds  from the sale to  purchase  a new  corporate  headquarters
facility for $13.7 million.  This  transaction  qualified as a Section  1031  like-kind
exchange under the Internal  Revenue Code. The Company  transferred  $1.3  million  of
the  proceeds  from the sale to an  escrow  account  that was used  solely for capital
improvements  at the new corporate  headquarters  facility.  The  Company relocated to
the new facility in January 2004.

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.

13.  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.  The Company also operates two other  segments,  including the
retail segment,  which markets Haggar® branded  products through 70 Company operated
stores  located in outlet  and strip  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 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 to  the  consolidated
financial  statements.  Segment  profit  (loss) is  comprised  of  segment  income
before  net  interest  expense,  provision  for  income  taxes  and  cumulative effect of
accounting change.

54

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The table below
reflects the Companys segment results for all periods presented  (in thousands.)

|                            |  |  |           |        
|--------------------------- |  |  | --------- | -------
|                            |  |  | Wholesale |        
|                            |  |  |           |        
|2004                        |  |  |           |        
|Net sales                   |  |  | $         | 435,075
|Segment
      profit        |  |  | $         | 13,598 
|                            |  |  |           |        
|2003                        |  |  |           |        
|Net sales                   |  |  | $         | 435,844
|Segment
      profit (loss) |  |  | $         | 17,163 
|                            |  | 
|2002 (As restated)          |  | 
|Net sales                   |  |  | $         | 435,550
|Segment
      profit (loss) |  |  | $         | 16,145 

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):

|                                |  |  |                                         
|------------------------------- |  |  | ----------------------------------------
|                                |  |  | Fiscal
        Years Ended September 30,
|                                |  |  | 2004                                    
|                                |  |  |                                         
|Segment profit                  |  |  | $                                       
|Interest
      expense, net     |  |  |                                         
|                                |  |  |                                         
|Consolidated income             |  | 
|before provision                |  | 
|for income taxes and cumulative |  | 
|effect of accounting change     |  |  | $                                       
|                                |  |  |                                         

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

14.  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 2004,  2003 and 2002.
The  Company  paid the law firm  approximately  $0.9  million,  $0.5  million and $0.6
million for legal  services  during  fiscal  2004,  2003 and 2002,  respectively.  There
were $0.1  million  in unpaid  fees due to the law firm at both  September 30, 2004 and
2003, which were included in accrued liabilities.

15.  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  Industrial  Development  Revenue
Bonds are variable-rate  instruments and, as such, the carrying  amount  approximates
the fair value of these  instruments.  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.

55

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16.
Recently Issued and Adopted Financial Standards

On December 23,
2003, the Financial  Accounting  Standards Board issued SFAS No. 132  (Revised  2003),
Employers Disclosures  About Pensions and Other  Postretirement  Benefits. SFAS
No.  132  increases  the  existing  disclosure  requirements  by  requiring  companies to
disclose  more details  about  pension plan assets,  benefit  obligations,  cash flows,
benefit costs and related  information.  Companies will be  required  to  segregate  plan
assets by  category,  such as debt,  equity  and real  estate,  and to provide  certain
expected  rates of return and other  informational  disclosures.  SFAS No. 132 also
requires  companies to disclose  various elements of  pension and postretirement benefit
costs in interim-period  financial statements for  quarters  beginning  after  December
15, 2003.  The Company has  determined  that no  additional  disclosures  are  required
due to the  immateriality  of the  Companys  pension plan assets and benefit
obligations.

In March 2004,
the FASB issued an exposure draft entitled  Share-Based  Payment to  amend
SFAS No.  123,  Accounting  for  Stock-Based  Compensation and SFAS No. 95,
Statement  of Cash Flows.  The proposed  standards  effective  date
will apply to  awards that are granted,  modified,  or settled in cash in interim or
annual periods  beginning  after June 15, 2005.  This proposed  standard would eliminate
the ability  to account for  share-based  compensation  using the  intrinsic  value-based
method  under APB Opinion No. 25,  Accounting for Stock Issued to Employees. This
exposure  draft would require the Company to calculate  equity-based  compensation
expense for  stock options and employee stock purchase plan rights granted to employees
based on  the fair  value  of the  equity  instrument  at the time of  grant.  Currently,
the  Company  discloses  the pro forma net income  (loss) and  related  pro forma  income
(loss) per share  information  in  accordance  with SFAS No.  123 and SFAS No.  148,
Accounting  for  Stock-Based  Compensation  CostsTransition  and  Disclosure. Management
will  continue to evaluate the impact that the exposure  draft will have  on the Companys
financial position and results of operations.

56

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Report of
Independent Registered Public Accountants onFinancial Statement Schedule

To the Board
of Directors and Shareholders of Haggar Corp:

Our
  audits of the consolidated financial statements referred to in our report dated
  December 3, 2004 appearing in this 2004 Form 10-K of Haggar Corp., also included
  audits of the financial statement schedule as of September 30, 2004, 2003 and
  2002, and for the years then ended, listed in Item 15(a)(2) of this Form 10-K.
  In our opinion, this financial statement schedule presents fairly, in all material
  respects, the information set forth therein when read in conjunction with the
  related consolidated financial statements.

PricewaterhouseCoopers
LLP Dallas, Texas December 3, 2004

57

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SCHEDULE II

Haggar Corp.
and Subsidiaries

Valuation and
Qualifying Accounts As of September 30, 2004, 2003 and 2002 (In thousands)

|                                      |  |  |                                        |     |                                         
|------------------------------------- |  |  | -------------------------------------- | --- | ----------------------------------------
|                                      |  |  | Balance at
      Beginning of
  Period |     | Charges to
      Costs and 
    Expenses
|                                      |  |  |                                        |     |                                         
|September 30, 2004:                   |  |  |                                        |     |                                         
|Allowance for doubtful accounts       |  |  | $                                      | 420 |                                         
|                                      |  | 
|September 30, 2003:                   |  | 
|Allowance
      for doubtful accounts |  |  | $                                      | 381 |                                         
|                                      |  | 
|September 30, 2002:                   |  | 
|SFAS No. 109 valuation allowance      |  |  | $                                      | 291 |                                         
|Allowance
      for doubtful accounts |  |  |                                        | 968 |                                         

58

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

None

|ITEM 9A. |  | CONTROLS
AND PROCEDURES
|-------- |  | -----------------------

During fiscal
2003, the Company  initiated an effort to ensure  compliance  with the  Sarbanes-Oxley
Act of 2002. As a result of this ongoing effort,  during fiscal 2003  the  Company
implemented  formal  policies  and  procedures  regarding  the  timely  preparation  and
review of all  journal  entries and  account  reconciliations.  The  Company also
initiated a detailed  process to evaluate the operating  effectiveness  of these
controls.  This process  involves  testing the controls for  effectiveness,  including  a
review  and  inspection  of the  documentary  evidence  supporting  the  operation of the
controls on which management is placing reliance.

The Chief
Executive  Officer  and Chief  Accounting  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-15(e)  and 15d-15(e)),
and have concluded,  as more fully described below,  that as of the  end of the  period
covered by this  Annual  Report on Form  10-K,  such  disclosure  controls  and
procedures  were  ineffective  in timely  alerting  them to  material  information
required to be disclosed in the periodic  reports the Company  files or  submits  under
the  Securities  Exchange Act of 1934.  As set forth in detail below,  the  Company  is
actively  working  to remedy  the  deficiencies  in the  Companys  internal
control over  financial  reporting that have been  identified.  During the  most  recent
fiscal  quarter,  there  have not been any  changes  in the  Companys  internal
control over financial  reporting that have  materially  affected,  or are  reasonably
likely  to  materially  affect,  the  Companys  internal  control  over  financial
reporting.  Subsequent to the most recent fiscal quarter,  the Company is  implementing
the changes to its internal control over financial  reporting set forth  below.

As a  result
of the  internal  control  deficiencies  described  below,  management  concluded that
the Companys  disclosure  controls and procedures were not effective  at September
30, 2004.  However,  the Company did perform  additional  post-closing  procedures  to
ensure  that  the  disclosure  controls  and  procedures  over  the  preparation of these
financial statements were effective.

In November
  2004, the Companys independent registered public accountants, PricewaterhouseCoopers
  LLP, inquired as to an amount included in the Companys general ledger
  for a foreign subsidiary as a reduction of accounts payable. As a result of
  managements evaluation into the nature and origin of the account balance,
  management determined that there were errors in the accounting for certain intercompany
  transactions with the foreign subsidiary and related foreign currency translation
  adjustments during fiscal 2002 resulting in understatements of cost of goods
  sold, accounts payable and cumulative translation adjustment. Consequently,
  the Company has restated historical financial information for fiscal 2002. This
  restatement, as well as specific information regarding its impact, is discussed
  in Note 2 to the consolidated financial statements located in Item 8.
  Financial Statements and Supplementary Data of this Annual Report on Form
  10-K.

The
deficiencies  in internal  control,  which  management  believes  constituted a  material
weakness in the  Companys  internal  controls over  financial  reporting,  included
(i)  inadequate  and  untimely  review  of  journal  entries  and  account
reconciliations;  (ii)  inadequate  training,  staffing and  supervision  related to
intercompany  accounting  and  foreign  currency  translation  processes;  (iii)
insufficient  documentation  regarding the Companys  foreign  currency  translation
methodology;  and (iv)  inadequate  periodic review of the trial balance for unusual
items.

In response to
the material  weakness noted above,  the Company  trained  accounting  personnel
currently  responsible for  intercompany  accounting and foreign currency  translation
on the  appropriate  methodology  to be used and  implemented a monthly  control  to
evaluate  the  reasonableness  of  the  foreign  currency  translation  adjustment.  The
Company  expects the additional  improvement  actions will be fully  implemented  by
March 2005,  including  (i)  reviewing  journal  entries and account  reconciliations  to
ensure the process is  effective;  (ii)  assessing the Companys  accounting
personnel to ensure that individuals with necessary expertise are placed  in  appropriate
positions;  (iii)  documenting  the  system  flow of the  Companys  foreign
currency  translation  module;  (iv)  enhancing  the  existing  quarterly  fluctuation
analysis to include a scan of all trial  balance  accounts  for unusual  items;  and (v)
delaying the timing of quarterly  and year end earnings  releases in  order to allow
appropriate time to perform all control procedures.

59

---



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 2005 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 2005 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 2005 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 2005 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 2005 Annual Meeting of  Stockholders  not
later than 120 days after the end of the  fiscal  year  covered by  this report.

60

---



Part IV

|ITEM 15. |  | EXHIBITS
AND FINANCIAL STATEMENT SCHEDULE
|-------- |  | -----------------------------------------

|(1) |  | Financial
Statements
|--- |  | --------------------

| |  |                                                                                                                                      |  | Pages
| |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | -----
| |  |                                                                                                                                      |  |      
| |  | Report
      of Independent Registered Public Accountants                                                                            |  | 34   
| |  | Consolidated
      Balance Sheets, at September 30, 2004 and 2003                                                                    |  | 35   
| |  | Consolidated
      Statements of Operations and Comprehensive Income,
           Years Ended September 30,
      2004, 2003 and 2002 |  | 36   
| |  | Consolidated
      Statements of Stockholders Equity,
           Years Ended September 30,
      2004, 2003 and 2002                |  | 37   
| |  | Consolidated
      Statements of Cash Flows,
           Years Ended September 30,
      2004, 2003 and 2002                          |  | 38   
| |  | Notes to Consolidated Financial Statements                                                                                           |  | 39-56

|(2) |  | Financial Statement Schedule
|--- |  | ----------------------------

| |  | Report
      of Independent Registered Public Accountants |  | 57
| |  | --------------------------------------------------------- |  | --
| |  |                                                           |  |   
| |  | Schedule
      II  Valuation and Qualifying Accounts     |  | 58

| |  | Schedules not
included with this  additional  financial  data have been omitted  because they are not
applicable  or  the  required  information  is  shown  in  the  consolidated financial
statements or Notes thereto.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Exhibits
|--- |  | --------

| |  | The following
documents are filed or  incorporated  by  reference  as  exhibits  to this  Annual
Report on Form  10-K.
| |  | ----------------------------------------------------------------------------------------------------------------------

| | ExhibitNumber |  | 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) |  | 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].)
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

61

---



|4(c) |  | 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(d) |  | 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,  2003  [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, 2003 [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, 2003 [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, 2003 [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,  2002  [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, 2002 [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].)
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

62

---



|10(l)+ |  | 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,
2002  [File  No.  0-20850].)
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(m)+ |  | 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(n)+ |  | 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,
2002  [File  No.  0-20850].)
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(o)+ |  | 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(p) |  | 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(q) |  | 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(r) |  | 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(s) |  | Third
Amendment to Second Amended and Restated  Credit Agreement, dated May 27, 2004, 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, 2004 [File No. 0-20850].)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(t)+ |  | 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(u)+ |  | 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(v)+ |  | 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].)
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

63

---



|10(w)+ |  | 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(x)+ |  | 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(y)+ |  | 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(z)+ |  | 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(aa) |  | 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(ab) |  | 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(ac) |  | 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(ad) |  | 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(ae) |  | 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(af) |  | 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].)
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

64

---



|10(ag) |  | 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(ah) |  | 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(ai) |  | 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(aj) |  | 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(ak) |  | 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(al) |  | 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(am) |  | 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(an) |  | 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].)
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(ao)+* |  | Second
Amendment  to  Executive  Employment  Agreement dated August 18, 2004,  between Haggar
Clothing Co. and J.M. Haggar,  III, Chairman and  Chief Executive Officer.
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(ap)+* |  | Second
Amendment  to  Executive  Employment  Agreement dated August 18, 2004,  between Haggar
Clothing  Co.  and Frank D.  Bracken,  President  and Chief Operating Officer.
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21* |  | Subsidiaries
of the Company.
|--- |  | ----------------------------

|23(a)* |  | Consent
of PricewaterhouseCoopers LLP.
|------ |  | --------------------------------------

65

---



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

|31(b)* |  | Certification
of  Chief  Accounting  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 Accounting Officer  pursuant to 18 U.S.C. 1350 enacted by Section  906 of
the Sarbanes-Oxley Act of 2002.
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------

---

|+ |  | Management
contract  or  compensatory  plan  or  arrangement
|- |  | ------------------------------------------------------------

|* |  | Filed
herewith
|- |  | --------------

|** |  | Furnished
herewith
|-- |  | ------------------

66

---



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, III |  | Chairman
      of the Board of Directors and Chief Executive Officer(principal Executive
      Officer) |  | December 10, 2004
|                            |  |                                                                                                         | 
|J.
      M. Haggar, III     |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|                            |  |                                                                                                         |  |                  
|/s/ Frank
      D. Bracken  |  | Director,
      President and Chief Operating Officer                                                   |  | December 10, 2004
|                            |  |                                                                                                         | 
|Frank
      D. Bracken      |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|                            |  |                                                                                                         |  |                  
|/s/ John
      W. Feray     |  | Chief
      Accounting Officer (principal financial officer)                                            |  | December 10, 2004
|                            |  |                                                                                                         | 
|John
      W. Feray         |  |                                                                                                         | 
|                            |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|/s/ John
      C. Tolleson  |  | Director                                                                                                |  | December 10, 2004
|                            |  |                                                                                                         | 
|John
      C. Tolleson      |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|                            |  |                                                                                                         |  |                  
|/s/ Rae
      F. Evans      |  | Director                                                                                                |  | December 10, 2004
|                            |  |                                                                                                         | 
|Rae
      F. Evans          |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|                            |  |                                                                                                         |  |                  
|/s/ Donald
      E. Godwin  |  | Director                                                                                                |  | December 10, 2004
|                            |  |                                                                                                         | 
|Donald
      E. Godwin      |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|                            |  |                                                                                                         |  |                  
|/s/ Richard
      W. Heath  |  | Director                                                                                                |  | December 10, 2004
|                            |  |                                                                                                         | 
|Richard
      W. Heath      |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|                            |  |                                                                                                         |  |                  
|/s/ J.
      Neal Thomas    |  | Director                                                                                                |  | December 10, 2004
|                            |  |                                                                                                         | 
|J.
      Neal Thomas        |  |                                                                                                         | 
|                            |  |                                                                                                         |  |                  
|                            |  |                                                                                                         |  |                  
|/s/ Thomas
      G. Kahn    |  | Director                                                                                                |  | December 10, 2004
|                            |  |                                                                                                         | 
|Thomas
      G. Kahn        |  |                                                                                                         | 

67

---



INDEX TO
EXHIBITS

| | ExhibitNumber |  | 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) |  | 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(c) |  | 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(d) |  | 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,  2003  [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, 2003 [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, 2003 [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, 2003 [File No. 0-20850].)
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

68

---



|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,  2002  [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, 2002 [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 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,
2002  [File  No.  0-20850].)
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(m)+ |  | 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(n)+ |  | 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,
2002  [File  No.  0-20850].)
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(o)+ |  | 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(p) |  | 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(q) |  | 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].)
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

69

---



|10(r) |  | 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(s) |  | Third
Amendment to Second Amended and Restated  Credit Agreement, dated May 27, 2004, 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, 2004 [File No. 0-20850].)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(t)+ |  | 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(u)+ |  | 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(v)+ |  | 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(w)+ |  | 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(x)+ |  | 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(y)+ |  | 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(z)+ |  | 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(aa) |  | 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].)
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

70

---



|10(ab) |  | 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(ac) |  | 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(ad) |  | 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(ae) |  | 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(af) |  | 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(ag) |  | 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(ah) |  | 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(ai) |  | 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(aj) |  | 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(ak) |  | 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(al) |  | 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].)
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

71

---



|10(am) |  | 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(an) |  | 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].)
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(ao)+* |  | Second
Amendment  to  Executive  Employment  Agreement dated August 18, 2004,  between Haggar
Clothing Co. and J.M. Haggar,  III, Chairman and  Chief Executive Officer.
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10(ap)+* |  | Second
Amendment  to  Executive  Employment  Agreement dated August 18, 2004,  between Haggar
Clothing  Co.  and Frank D.  Bracken,  President  and Chief Operating Officer.
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21* |  | Subsidiaries
of the Company.
|--- |  | ----------------------------

|23(a)* |  | Consent
of PricewaterhouseCoopers LLP.
|------ |  | --------------------------------------

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

|31(b)* |  | Certification
of  Chief  Accounting  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 Accounting Officer  pursuant to 18 U.S.C. 1350 enacted by Section  906 of
the Sarbanes-Oxley Act of 2002.
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------

---

|+ |  | Management
contract or compensatory plan or  arrangement
|- |  | --------------------------------------------------------

|* |  | Filed
herewith
|- |  | --------------

|** |  | Furnished
herewith
|-- |  | ------------------

72

---