OXFORD INDUSTRIES INC - Annual Report: 2009 (Form 10-K)

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended January 31, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

OXFORD INDUSTRIES, INC.

Georgia (State or other jurisdiction of incorporation or organization)		58-0831862 (I.R.S. Employer Identification No.)

222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(404) 659-2424

Title of each class		Name of each exchange on which registered
Common Stock, $1 par value		New York Stock Exchange

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

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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

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

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

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

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

     As of August 2, 2008, which is the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant (based upon the closing price for the common stock on the New York Stock Exchange on that date) was approximately $238,907,917. For purposes of this calculation only, shares of voting stock directly and indirectly attributable to executive officers, directors and holders of 10% or more of the registrant’s voting stock (based on Schedule 13G filings made as of or prior to August 2, 2008) are excluded. This determination of affiliate status and the calculation of the shares held by any such person are not necessarily conclusive determinations for other purposes.

     Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

		Number of Shares Outstanding
Title of Each Class		as of March 27, 2009
Common Stock, $1 par value		15,862,577

Documents Incorporated by Reference

     Portions of our definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on June 15, 2009, are incorporated by reference in Part III of this Form 10-K. We intend to file such proxy statement with the Securities and Exchange Commission not later than June 1, 2009.

 

 

Table of Contents

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

     Our SEC filings and public announcements may include forward-looking statements about future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all forward-looking statements contained herein, in our press releases or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Important assumptions relating to these forward-looking statements include, among others, assumptions regarding the duration and severity of the current economic conditions and the impact on consumer demand and spending, access to capital and/or credit markets, particularly in light of recent disruptions in those markets, demand for our products, timing of shipments requested by our wholesale customers, expected pricing levels, competitive conditions, the timing and cost of planned capital expenditures, expected synergies in connection with acquisitions and joint ventures, costs of products and raw materials we purchase, expected outcomes of pending or potential litigation and regulatory actions and disciplined execution by key management. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. Risk Factors and elsewhere in this report and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

DEFINITIONS

     The following terms have the following meanings:

     Our, us or we: Oxford Industries, Inc. and its consolidated subsidiaries.

Private label: Products sold exclusively to one customer under a brand name that is owned by or licensed to such retail customer and not owned by us.

Package purchases: Purchases of products which include the raw materials and cut, sew and finish labor. For goods purchased on a package purchase basis, we typically do not take ownership of the goods until the goods are shipped to us by the manufacturer.

CMT purchases: Purchases of products in which we supply some or all of the raw materials and purchase cut, sew and finish labor (or “cut, make, trim”) from our third-party producers. For CMT purchases, we procure and retain ownership of those raw materials which we purchased throughout the manufacturing and finishing process.

U.S. Revolving Credit Agreement: Our current $175 million revolving credit facility, as described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report.

Prior Credit Agreement: Our $280 million revolving credit facility, which was amended and restated by our U.S. Revolving Credit Agreement in August 2008, as described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report.

U.K. Revolving Credit Agreement: Our £12 million revolving credit facility, as described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Senior Unsecured Notes: Our 8.875% senior unsecured notes due 2011, as described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

     SG&A: Selling, general and administrative expenses

     SEC: U.S. Securities and Exchange Commission

     FASB: Financial Accounting Standards Board

     SFAS: Statement of Financial Accounting Standards

     EITF: Emerging Issues Task Force

     On October 8, 2007, our Board of Directors approved a change to our fiscal year end. Effective with our fiscal year which commenced on June 2, 2007, our fiscal year ends at the end of the Saturday closest to January 31 and will, in each case, begin at the beginning of the day next following the last day of the preceding fiscal year. Accordingly, there was a transition period from June 2, 2007 through February 2, 2008 for which we filed a transition report on Form 10-KT for that period. The terms listed below (or words of similar import) reflect the respective period noted:

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

PART I

Item 1. Business

BUSINESS AND PRODUCTS

Overview

     We are an international apparel design, sourcing and marketing company featuring a diverse portfolio of owned and licensed lifestyle brands, company-owned retail operations, and a collection of private label apparel businesses. Originally founded in 1942, we have undergone a transformation in recent years as we migrated from our historical domestic manufacturing roots towards a focus on designing, sourcing and marketing apparel products bearing prominent trademarks owned by us. During fiscal 2008, approximately 64% of our net sales were from products bearing brands that we own, compared to approximately 4% in fiscal 2003.

     A key component of our business strategy is to develop and market compelling lifestyle brands and products that are “fashion right” and evoke a strong emotional response from our target consumers. As part of this strategy, we strive to exploit the potential of our existing brands and products domestically and internationally and, as suitable opportunities arise, to acquire additional lifestyle brands that we believe fit within our business model. We consider “lifestyle” brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude, such as the Tommy Bahama^® and Ben Sherman^® brands. We believe that by generating an emotional connection with our target consumer, lifestyle brands can command higher price points at retail, resulting in higher profits. We also believe a successful lifestyle brand can provide opportunities for branded retail operations as well as licensing ventures in product categories beyond our core apparel business.

     Our strategy of emphasizing branded apparel products rather than private label products is driven in part by the continued consolidation in the retail industry and the increasing concentration of apparel manufacturing in a relatively limited number of offshore markets, two trends we believe are making the private label business generally more competitively challenging. As we embarked on our brand-focused business strategy, the first major step was our acquisition of the Tommy Bahama brand and operations in June 2003. Then, in July 2004, we acquired the Ben Sherman brand and operations. In June 2006, another significant step in this transition occurred with the divestiture of our former Womenswear Group operations, which produced private label women’s sportswear, primarily for mass merchants. In recent years, we have closed all but one of our manufacturing facilities. Since acquiring the Tommy Bahama and Ben Sherman brands, we have invested in these brands by expanding the number of Tommy Bahama and Ben Sherman retail stores.

     We distribute our products through several wholesale distribution channels, including national chains, department stores, mass merchants, specialty stores, specialty catalog retailers and Internet retailers. Most of our net sales are to customers located in the United States. Our largest customer, Macy’s Inc., represented approximately 11% of our consolidated net sales in fiscal 2008. We also operate retail stores, restaurants and Internet websites for some of our brands. During fiscal 2008 direct to consumer sales from our retail stores, restaurants and Internet websites accounted for approximately 27% of our consolidated net sales.

     We divide our operations into four operating groups for reporting purposes. These operating groups consist of:

	•		Tommy Bahama;
	•		Ben Sherman;
	•		Lanier Clothes; and
	•		Oxford Apparel.

     Generally, each operating group is differentiated by its own distinctive brands or products, product styling, pricing strategies, distribution channels and target consumers. Each operating group is managed to maximize the return on capital invested and to develop its brands and operations in coordination with our overall strategic plans.

     We believe that maintaining and growing our owned and licensed brands are critical to our success. Our owned brands include the following:

Tommy Bahama®		Ben Sherman®		Ely®
Arnold Brant®		Nickelson®		Cattleman®
Billy London®		Oxford Golf®		Cumberland Outfitters®

     We currently hold licenses to produce and sell certain categories of apparel and footwear products under the following brands:

Kenneth Cole®		Dockers®		Geoffrey Beene®
United States Polo Association®		Evisu®

     Sales of products using licensed brands accounted for approximately 13% of our net sales in fiscal 2008. In addition to their branded sales, Lanier Clothes and Oxford Apparel also sell private label products, which comprised approximately 23% of our consolidated net sales in fiscal 2008.

     We operate in highly competitive domestic and international markets in which numerous U.S-based and foreign apparel firms compete. Additionally, the apparel industry is cyclical and dependent upon the overall level of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. Often the impact of negative economic conditions may have a longer and more severe impact on the apparel and retail industry than the conditions would on other industries. As a result of the weak global economic conditions which began in the second half of calendar year 2007 and deteriorated further in 2008, fiscal 2008 was a particularly challenging year for our company. These conditions impacted each of our operating groups in fiscal 2008, and we expect that challenging economic conditions will continue to impact our operations through fiscal 2009. Thus, we have planned inventory purchases for fiscal 2009 conservatively in all operating groups, which should mitigate inventory markdown risk and promotional pressure. This strategy will limit our growth opportunities in fiscal 2009. In the current economic environment, we believe it is important that we continue to focus on maintaining a strong balance sheet and ample liquidity by reducing working capital requirements, moderating our capital expenditures for future retail stores and reducing our overhead.

     In addition to the impact of competition and economic factors, our operations are subject to certain other risks, many of which are beyond our ability to control or predict. Important factors relating to certain risks which could impact our business include, but are not limited to, those described in Part I, Item 1A. Risk Factors of this report.

Operating Groups

     Our business is operated through four operating groups: Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. The leader of each operating group reports directly to our Chief Executive Officer. The tables below present certain financial information about our operating groups (in thousands).

						Twelve Months
						Ended
						February 2,
		Fiscal 2008				2008
						(Unaudited)
Net Sales
Tommy Bahama		$	421,687			$	462,895
Ben Sherman			133,522				158,927
Lanier Clothes			135,581				160,705
Oxford Apparel			257,125				300,747
Corporate and Other (1)			(399	)			1,987
Total		$	947,516			$	1,085,261

						Twelve Months
						Ended
						February 2,
		Fiscal 2008				2008
Operating Income (Loss)
Tommy Bahama (2)		$	(173,448	)		$	75,834
Ben Sherman (2)			(84,988	)			8,495
Lanier Clothes (2)			(8,283	)			(130	)
Oxford Apparel (2)			11,627				20,614
Corporate and Other (3)			(6,930	)			(19,153	)
Total		$	(262,022	)		$	85,660

		January 31,				February 2,
		2009				2008
Assets
Tommy Bahama		$	283,427			$	519,291
Ben Sherman			74,114				208,829
Lanier Clothes			49,988				83,208
Oxford Apparel			72,731				102,253
Corporate and Other			(6,766	)			(3,309	)
Total		$	473,494			$	910,272

     Total assets for Corporate and Other include a LIFO reserve of $32.4 million and $39.8 million as of January 31, 2009 and February 2, 2008, respectively. For more details on each of our operating groups, see Note 10 of our consolidated financial statements and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, both included in this report. For financial information about geographic areas, see Note 10 of our consolidated financial statements, included in this report.

  Tommy Bahama

     Tommy Bahama designs, sources and markets men’s and women’s sportswear and related products that are intended to define casually elegant island living consistent with Tommy Bahama’s aspirational lifestyle. Tommy Bahama’s products can be found in our own retail stores, on our e-commerce site and in certain department stores and independent specialty stores throughout the United States. The target consumers of Tommy Bahama are affluent 35 and older men and women who embrace a relaxed and casual approach to daily living.

     A key component of our Tommy Bahama strategy is to operate our own retail stores, which we believe permits us to develop and build brand awareness by presenting our products in a setting specifically designed to evoke the lifestyle on which they are based. The marketing of our Tommy Bahama brand also uses print, moving media, promotional programs, email and Internet advertising and tradeshow initiatives. We also provide point-of-sale materials and signage to our wholesale customers to enhance the presentation of our Tommy Bahama products at their retail locations. We employ cooperative advertising programs with certain Tommy Bahama wholesale customers.

  Design, Sourcing and Distribution

     We believe the quality and design of Tommy Bahama products are critical to the continued success of the Tommy Bahama brand. Tommy Bahama products are designed by product specific teams who focus on the target consumer. The design process includes feedback from buyers, consumers and sales agents, along with market trend research. Our Tommy Bahama apparel products generally incorporate fabrics made of silk, cotton, linen, nylon or tencel, or blends including one or more of these fiber types.

     We operate a buying office located in Hong Kong to manage the production and sourcing of substantially all of our Tommy Bahama products. Tommy Bahama products are primarily acquired by us as package purchases, which enables us to reduce working capital related to work-in-process inventories. During fiscal 2008, we utilized approximately 125 suppliers, which are primarily located in China, to manufacture our Tommy Bahama products on an order-by-order basis. The largest ten suppliers of Tommy Bahama products provided approximately 70% of the products acquired during fiscal 2008.

     We ship Tommy Bahama products to our wholesale customers, our own retail stores and our e-commerce customers from our distribution center located in Auburn, Washington. We seek to maintain sufficient levels of Tommy Bahama inventory at the distribution center to support programs for pre-booked orders and planned sales volume of our wholesale customers and our direct to consumer operations. Distribution center activities include receiving finished goods from suppliers, inspecting the products and shipping the products to our wholesale customers, our Tommy Bahama retail stores and our e-commerce customers.

  Wholesale Operations

     We believe that the integrity and continued success of the Tommy Bahama brand is dependent in part upon careful selection of the retailers through whom Tommy Bahama products are sold. Part of our strategy is to control the distribution of our Tommy Bahama products in a manner intended to protect and grow the value of the brand. During fiscal 2008, approximately 44% of Tommy Bahama’s sales were to wholesale customers with the remaining 56% direct to consumers through our retail stores, restaurants and e-commerce operations. During fiscal 2008, substantially all of Tommy Bahama’s sales were to customers within the United States, and approximately 13% and 10% of Tommy Bahama’s net sales were to its two largest customers, Macy’s, Inc. and Nordstrom, Inc., respectively.

     We maintain Tommy Bahama apparel sales offices and showrooms in several locations, including New York and Seattle. Our Tommy Bahama wholesale operations employ a sales force primarily consisting of independent commissioned sales representatives.

  Licensing Operations

     We believe licensing is an attractive business opportunity for the Tommy Bahama brand. Once a brand is established, licensing typically requires modest additional investment but can yield high-margin income. It also affords the opportunity to enhance overall brand awareness and exposure. In evaluating a licensee for Tommy Bahama, we typically consider the candidate’s experience, financial stability, sourcing expertise and marketing ability. We also evaluate the marketability and compatibility of the proposed licensed products with other Tommy Bahama products.

     Our agreements with Tommy Bahama licensees are for specific geographic areas and expire at various dates in the future, in some cases with certain renewal options. Generally, the agreements require minimum royalty payments as well as royalty and advertising payments based on specified percentages of the licensee’s net sales of the licensed products. Our license agreements generally provide us the right to approve all products, advertising and proposed channels of distribution.

     Third-party license arrangements for our Tommy Bahama products include the following product categories:

Men’s and women’s watches		Rum		Indoor furniture
Men’s and women’s eyewear		Ceiling fans		Outdoor furniture
Men’s and women’s belts and socks		Rugs		Bedding and bath linens
Men’s and women’s fragrances		Wallcoverings		Table top accessories
Shampoo, soap and bath amenities		Luggage

     In addition to our licenses for the specific product categories listed above, we have also entered into certain international license agreements which allow those licensees to distribute certain Tommy Bahama branded products in Canada, the United Arab Emirates, Australia, New Zealand and other countries. In addition to selling Tommy Bahama goods to wholesale accounts, certain of the licensees have opened retail stores in their respective geographic regions. As of January 31, 2009, our licensees operated 11 retail stores in Canada, Australia and the United Arab Emirates.

  Direct to Consumer Operations

     Our direct to consumer strategy for Tommy Bahama involves locating retail stores in upscale malls, lifestyle shopping centers and resort destinations. Generally, we seek malls and shopping areas with high-profile or luxury consumer brands. Our retail stores carry a wide range of merchandise, including apparel, home products and accessories, all presented in an island-inspired atmosphere designed to be comfortable and distinct from the typical retail layout.

     Our Tommy Bahama full-price retail stores allow us the opportunity to present Tommy Bahama’s full line of current season products, including many licensed products. We believe these retail stores provide high visibility for the Tommy Bahama brand and products and also enable us to stay close to the needs and preferences of our consumers. We believe our presentation of products and our strategy to limit promotional sales in our own retail stores are good for the Tommy Bahama brand and, in turn, enhance business with our wholesale customers. Our Tommy Bahama outlet stores serve an important role in overall inventory management by allowing us to sell discontinued and out-of-season products at better prices than are otherwise available from outside parties, while helping us to protect the integrity of the Tommy Bahama brand through controlled distribution.

     The table below provides additional information regarding Tommy Bahama retail stores as of January 31, 2009.

		Number				Average
		of Stores				Square Feet
Restaurant-retail location (1)			12				11,400
Full-Price Stores			59				3,600
Outlet Stores			11				6,000
Licensed Stores (2)			11				2,400
Total			93

     During fiscal 2008, approximately 56% of Tommy Bahama’s net sales were from our direct to consumer operations, which include retail store, restaurant and e-commerce sales. For Tommy Bahama’s full-price retail stores and restaurant-retail locations operating as of the beginning of fiscal 2008, sales per square foot, excluding restaurant sales and restaurant space, were approximately $617 during fiscal 2008.

     During fiscal 2009, we anticipate opening three additional Tommy Bahama outlet stores. This follows our opening of two restaurant-retail locations, four full price stores and four outlet stores in fiscal 2008. The operation of retail stores and restaurant-retail locations requires a greater amount of capital investment than wholesale operations. Based on our build-out costs for Tommy Bahama retail stores and restaurant-retail locations recently completed, we estimate that we spend approximately $1.2 million, $0.6 million and $5.9 million in connection with the build-out of each full-price retail store, outlet store and restaurant-retail location, respectively. Often, the landlord provides certain incentives to fund a portion of these capital expenditures.

     In addition to our retail stores, our direct-to-consumer approach includes the tommybahama.com website which was launched in October 2007. The website allows consumers to buy Tommy Bahama products directly from us via the Internet. This website has also enabled us to significantly increase our database of customer contacts which allows us to communicate directly and frequently with consenting consumers.

  Ben Sherman

     Ben Sherman is a London-based designer, marketer and distributor of branded sportswear and footwear. Ben Sherman was established in 1963 as an edgy, young men’s, “Mod”-inspired shirt brand and has evolved into a British lifestyle brand of apparel and footwear targeted at youthful-thinking men and women ages 19 to 35 in multiple markets throughout the world. Today, we offer a full Ben Sherman sportswear collection as well as tailored clothing, footwear and accessories. During fiscal 2008, approximately 60% and 20% of Ben Sherman’s net sales occurred in the United Kingdom and United States, respectively, with the remaining 20% occurring primarily in Europe, Asia and Australia. We also license the Ben Sherman name to third parties for various product categories. Our Ben Sherman products can be found in certain department stores and a variety of independent specialty stores, as well as in our own Ben Sherman retail stores and certain Ben Sherman websites.

     We believe that the integrity and success of the Ben Sherman brand is dependent in part upon careful selection of the retailers through whom our Ben Sherman products are sold. Over the past two years we engaged in an effort to refocus the Ben Sherman brand and restrict distribution to attain higher price points for our Ben Sherman products in the United Kingdom. In conjunction with this repositioning effort, we combined our Ben Sherman lines into one global collection under our Ben Sherman “black and orange” label in order to present a more unified brand image throughout the world. Our black and orange label apparel products are generally characterized as consisting of better fabrics and being less conservative and more fashion-forward than the Ben Sherman products we previously sold in the United Kingdom. We believe that our emphasis on more controlled distribution at higher price points will enhance future opportunities for the Ben Sherman brand.

     Also during the last two years, we invested in the global expansion of the brand, including investment in an international infrastructure to support future growth in markets outside of the United Kingdom and United States. As part of this investment, we opened an office in Hong Kong to manage Ben Sherman’s relationships with its licensing partners in Asia.

     We market the Ben Sherman brand through print, moving media, promotional programs, Internet marketing and tradeshow initiatives. We provide point-of-sale materials and signage to wholesale customers to enhance the presentation of our Ben Sherman products at third-party retail locations. We also employ cooperative advertising programs with certain Ben Sherman wholesale customers.

     We also own the Nickelson trademark and sell Nickelson products in the United Kingdom. Nickelson is a British urban brand aimed at a target market of 18 to 30 year-olds with a specific slant on the streetwear-influenced youth market. The Nickelson brand gives us a lower-priced alternative to our Ben Sherman brand in the United Kingdom. We also have a license agreement which allows Ben Sherman to manufacture, source and distribute Evisu-brand footwear in certain geographic areas, which supplements our Ben Sherman brand footwear operations. During fiscal 2008, approximately 7% of the net sales of Ben Sherman were sales of Nickelson and Evisu products.

Design, Sourcing and Distribution

     We believe product quality and design are critical to the continued success of the Ben Sherman brand. Ben Sherman apparel products are developed by our dedicated design teams located at the Ben Sherman headquarters in London, England. Our Ben Sherman design teams focus on the target consumer, and the design process combines feedback from buyers, consumers and our sales force, along with market trend research. We design our Ben Sherman apparel products to incorporate one or more fiber types, including cotton, wool or other natural fibers, synthetics, or blends of two or more of these materials.

     We primarily utilize a large third-party buying agent based in Hong Kong to manage the production and sourcing of Ben Sherman apparel products in Asia, Europe and other locations. Through this buying agent and a sourcing office we operate in India, during fiscal 2008 we used approximately 120 suppliers located throughout the world, but primarily in Asia, to manufacture our Ben Sherman products on an order-by-order basis. The largest ten suppliers provided approximately 50% of the Ben Sherman products acquired during fiscal 2008. Substantially all of our Ben Sherman products were package purchases of finished goods, which enables us to reduce working capital related to work-in-process inventories.

     We use a third-party distribution center in the United Kingdom for our Ben Sherman products sold in the United Kingdom and operate a distribution center in Dusseldorf, Germany for our Ben Sherman products sold in continental Europe. In the United States, distribution services are performed for Ben Sherman by Oxford Apparel at our distribution center in Lyons, Georgia. Distribution center activities include receiving finished goods from suppliers, inspecting the products and shipping the products to wholesale customers and our Ben Sherman retail stores. We seek to maintain sufficient levels of inventory to support our programs for pre-booked orders and anticipated sales volume.

Wholesale Operations

     Part of our strategy is to maintain controlled distribution to protect and grow the Ben Sherman brand. During fiscal 2008, approximately 83% of Ben Sherman’s net sales were sales to wholesale customers and international distributors. During fiscal 2008, approximately 13% of Ben Sherman’s net sales were to its largest customer, Debenhams, which operates retail stores in the United Kingdom.

     We maintain Ben Sherman apparel sales offices and showrooms in several locations, including London, New York, Hong Kong and Dusseldorf, among others. Our wholesale operations for Ben Sherman employ a sales force consisting of salaried sales employees and independent commissioned sales representatives.

Licensing/Distributor Operations

     We license the Ben Sherman trademark to a variety of licensees in categories beyond Ben Sherman’s core product categories. We believe licensing is an attractive business opportunity for the Ben Sherman brand. Once a brand is established, licensing requires modest additional investment but can yield high-margin income. It also affords the opportunity to enhance overall brand awareness and exposure. In evaluating a potential Ben Sherman licensee, we typically consider the candidate’s experience, financial stability, manufacturing performance and marketing ability. We also evaluate the marketability and compatibility of the proposed products with other Ben Sherman brand products.

     Our agreements with Ben Sherman licensees are for specific geographic areas and expire at various dates in the future. Generally, the agreements require minimum royalty payments as well as royalty and advertising payments based on specified percentages of the licensee’s net sales of the licensed products. Our license agreements generally provide us the right to approve all products, advertising and proposed channels of distribution.

     Third-party license arrangements for Ben Sherman products include the following product categories:

Men’s backpacks and travel bags		Men’s suits and dress shirts
Men’s and boys’ watches and jewelry		Men’s and boys’ underwear, socks and sleepwear
Men’s and women’s eyewear		Men’s gift products
Men’s fragrances and toiletries		Men’s and women’s accessories, wallets and small leather goods
Men’s neckwear and pocket squares		Men’s hats, caps, scarves and gloves
Men’s and boys’ belts

     In addition to the license agreements for the specific product categories listed above, we have also entered into certain international license/distribution agreements which allow our partners the opportunity to distribute Ben Sherman products in certain geographic areas around the world, including Australia, Asia, South Africa and Europe. The majority of the products distributed by these partners are acquired from us or other product licensees and are typically identical to the products sold in the United Kingdom and United States. We believe there is potential for further penetration into these and other markets for the Ben Sherman brand. In most markets, our license/distribution partners are required to open retail stores in their respective geographic regions. As of January 31, 2009, our license/distribution partners operated 18 retail stores located in Australia, Asia, South Africa and Europe, identified as licensed stores below.

Direct to Consumer Operations

     Our direct to consumer strategy for the Ben Sherman brand includes locating retail stores in higher-end malls and brand-appropriate street locations. Each retail store carries a wide range of merchandise, including apparel, footwear and accessories, all presented in a manner intended to enhance the Ben Sherman image. Our full-price Ben Sherman retail stores allow the opportunity to present Ben Sherman’s full line of current season products, including licensees’ products. We believe our Ben Sherman retail stores provide high visibility of the brand and products and also enable us to stay close to the needs and preferences of consumers. We believe the presentation of these products in our Ben Sherman retail stores helps build brand awareness and acceptance and thus enhances business with our wholesale customers. Our outlet stores in the United Kingdom serve an important role in the overall inventory management by allowing us to sell discontinued and out-of-season products at better prices than are generally otherwise available from outside parties, while helping us protect the Ben Sherman brand by controlling the distribution of such products.

     The table below provides additional information regarding Ben Sherman retail stores as of January 31, 2009.

		Number				Average
		of Stores				Square Feet
United States Full-Price Stores			4				4,100
United Kingdom and Germany Full-Price Stores			6				2,600
United Kingdom Outlet Stores			7				1,600
Licensed Stores			18				1,600
Total			35

     During fiscal 2008, approximately 17% of Ben Sherman’s net sales were from owned retail store operations. Retail sales per square foot were approximately $587 for our full-price Ben Sherman stores open as of the beginning of fiscal 2008.

     During fiscal 2009, we anticipate opening two additional full-price stores. The operation of our retail stores requires a greater amount of capital investment than wholesale operations. Generally we anticipate spending approximately $0.9 million of capital expenditures to build-out each Ben Sherman full-price retail store. Often, the landlord provides certain incentives to fund a portion of these capital expenditures.

     Our Ben Sherman products are also sold via the Internet at www.bensherman.com, www.bensherman.co.uk and www.benshermanusa.com.

Lanier Clothes

     Lanier Clothes designs and markets branded and private label men’s suits, sportcoats, suit separates and dress slacks across a wide range of price points. Our Lanier Clothes branded products are sold under trademarks including Kenneth Cole, Dockers and Geoffrey Beene, which are licensed to us by third parties. During fiscal 2008, we also sold branded products under license agreements for the Nautica® and O Oscar^TM trademarks, but the respective license agreements for these trademarks ended in fiscal 2008. We will continue to sell products with the Nautica and O Oscar trademarks during the first part of fiscal 2009 pursuant to the sell-off periods for each license agreement. Additionally, we design and market products for our Arnold Brant and Billy London brands. Arnold Brant is an upscale tailored brand that is intended to blend modern elements of style with affordable luxury. Billy London is a modern, British-inspired fashion brand geared towards the value-oriented consumer. In addition to the branded businesses, we design and source certain private label tailored clothing products. We believe that this private label business complements our branded tailored clothing businesses. Significant private label brands for which we produce tailored clothing include Stafford, Alfani, Tasso Elba and Lands’ End. Sales of private label products represented approximately 50% of Lanier Clothes’ net sales during fiscal 2008.

     Our Lanier Clothes products are sold to national chains, department stores, mass merchants, specialty stores, specialty catalog retailers and discount retailers throughout the United States. We believe that superior customer service and supply chain management, as well as the design of quality products, are all integral components of our strategy in the branded and private label tailored clothing market.

     In Lanier Clothes, we have long-standing relationships with some of the United States’ largest retailers, including JCPenney, Macy’s, Sears, Men’s Wearhouse and Burlington Coat Factory. These five customers represented approximately 75% of Lanier Clothes’ net sales in fiscal 2008. JCPenney, Macy’s and Sears represented approximately 30%, 18% and 12%, respectively, of Lanier Clothes’ net sales during fiscal 2008.

     We market our branded tailored clothing products on a brand-by-brand basis, targeting distinct consumer demographics and lifestyles. Our advertising programs are an integral part of the branded product offerings. For certain tailored clothing products, we employ cooperative advertising programs.

     During fiscal 2008, we implemented a significant restructuring plan primarily associated with our decision to exit license agreements relating to the Nautica and O Oscar trademarks and the restructuring of our Arnold Brant business. These actions will result in a smaller business focused on fewer product lines for Lanier Clothes in future years.

Design, Manufacturing, Sourcing and Distribution

     Our Lanier Clothes’ design teams are located in New York. Our design teams focus on the target consumer of the owned or private label brand. The design process combines feedback from buyers and sales agents with market trend research.

     In fiscal 2008, the majority of our product purchases of Lanier Clothes were CMT purchases from third-party producers, on an order-by-order basis. Substantially all of Lanier Clothes’ raw material and product purchases were sourced from countries outside of the United States. As the ability and willingness of third party manufacturers to finance raw materials continues to improve, we anticipate that Lanier Clothes will shift from the CMT purchase approach to a greater proportion of package purchases, which will reduce working capital requirements in the future. Lanier Clothes manages production in Asia, Latin America and Italy through a combination of efforts from our Lanier Clothes offices in Atlanta, Georgia and third-party buying agents. Lanier Clothes purchased goods from approximately 200 suppliers in fiscal 2008. The ten largest suppliers of Lanier Clothes provided approximately 80% of the products it acquired from third parties during fiscal 2008. Lanier Clothes also operates a manufacturing facility, located in Merida, Mexico, which produced approximately 18% of our Lanier Clothes products acquired during fiscal 2008.

     Our various Lanier Clothes products are manufactured from a variety of fibers, including wool, silk, bamboo, linen, cotton and other natural fibers, as well as synthetics and blends of these materials. The majority of the materials used in Lanier Clothes’ manufacturing operations are purchased in the form of woven finished fabrics directly from various offshore fabric mills.

     For Lanier Clothes, we utilize a distribution center located in Toccoa, Georgia, where we receive goods from our suppliers, inspect those products and ship the goods to our customers. We seek to maintain sufficient levels of inventory to support programs for pre-booked orders and to meet increased customer demand for at-once ordering. For certain standard tailored clothing product styles, we maintain in-stock replenishment programs, providing shipment to customers within just a few days of receiving the order. These types of programs generally require higher inventory levels. Disposal of excess prior-season inventory is an ongoing part of our business.

     We maintain apparel sales offices and showrooms for our Lanier Clothes products in several locations, including Atlanta and New York. We employ a sales force for Lanier Clothes primarily consisting of salaried employees.

     Oxford Apparel

     Oxford Apparel produces branded and private label dress shirts, suited separates, sport shirts, casual slacks, outerwear, sweaters, jeans, swimwear, westernwear and golf apparel. Our Oxford Apparel products are sold to a variety of department stores, mass merchants, specialty catalog retailers, discount retailers, specialty retailers, “green grass” golf merchants and Internet retailers throughout the United States.

     In Oxford Apparel, we have relationships with some of the largest retailers in the United States, including Sears, Men’s Wearhouse, Target, Costco and Macy’s. These five customers represented approximately 62% of the net sales of Oxford Apparel in fiscal 2008, with Sears, Men’s Wearhouse, Target and Costco representing approximately 20%, 13%, 12% and 11% respectively, of Oxford Apparel’s net sales during fiscal 2008. A significant amount of the sales to our largest customers are private label programs. Private label product sales represented approximately 56% of Oxford Apparel’s net sales during fiscal 2008.

     Oxford Apparel also sells products under the Oxford Golf and Ely & Walker trademarks, which we own, and the Hathaway^® trademark. We own a two-thirds interest in an unconsolidated entity that owns the Hathaway trademark in the United States and several other countries. The Oxford Golf brand is designed to appeal to a sophisticated golf apparel consumer with a preference for high quality and classic styling. The Ely & Walker brands, consisting of Ely,

Cattleman, Ely Casuals and Cumberland Outfitters, focus on western-style shirts and sportswear. Hathaway is a brand that traces its roots back to the 1800s and enjoyed substantial brand awareness throughout the 1900s.

     In addition to our private label and owned brand businesses, Oxford Apparel holds licenses from third parties to use the Dockers and United States Polo Association trademarks for certain product categories. We also hold licenses to use the Tommy Hilfiger® trademark in the United States and Canada for dress shirts; however, these agreements for Tommy Hilfiger expire in May 2009 and will not be renewed.

Design, Sourcing and Distribution

     Our Oxford Apparel products are designed primarily by teams located at the Oxford Apparel offices in New York. The design teams focus on the target consumer of the owned or private label brand, and the process combines feedback from buyers and sales agents along with market trend research. Our Oxford Apparel products are manufactured from several types of fibers, including cotton, linen, wool, silk and other natural fibers, synthetics and blends of these materials.

     During fiscal 2008, Oxford Apparel acquired substantially all of its products on a package purchase, order-by-order basis from third-party producers outside of the United States. We operate buying offices in Hong Kong and Singapore that manage the production and sourcing for Oxford Apparel in Asia. During fiscal 2008, Oxford Apparel used approximately 175 suppliers primarily based in Asia. Our 10 largest suppliers provided approximately 70% of the products purchased by Oxford Apparel in fiscal 2008.

     For Oxford Apparel, we utilize a distribution center owned by us in Lyons, Georgia, as well as third-party distribution centers. These distribution centers receive Oxford Apparel finished goods from suppliers, inspect those products and ship the products to our customers. Some products of Oxford Apparel are shipped to customers directly on an FOB Foreign Port basis without passing through our distribution center. In FOB Foreign Port shipments, the customer or the customer’s freight forwarder handles the in-bound logistics and customs clearance. FOB Foreign Port transactions represented approximately 36% of the net sales of Oxford Apparel in fiscal 2008.

     We seek to maintain sufficient levels of inventory to support programs for pre-booked orders and to meet customer demand for at-once ordering. For selected standard product styles, we maintain in-stock replenishment programs providing shipment to customers typically within a few days. These in-stock replenishment programs generally require higher inventory levels in order to meet customer requests in a timely manner. Disposal of excess prior-season inventory is an ongoing part of business.

     We maintain apparel sales offices and showrooms for Oxford Apparel products in several locations, including New York. We employ a sales force consisting primarily of salaried and commissioned sales employees.

Corporate and Other

     Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, LIFO inventory accounting adjustments and other costs that are not allocated to our operating groups.

Discontinued Operations

     As discussed in Note 1 of our consolidated financial statements included in this report, we sold the operations of our former Womenswear Group in June 2006. The Womenswear Group produced private label women’s sportswear separates, coordinated sportswear, outerwear, dresses and swimwear, primarily for mass merchants. All transactions and cash flows related to the Womenswear operations are reflected in discontinued operations in all periods presented in this report. We do not anticipate that we will have any future operating activity or cash flow related to the Womenswear Group.

TRADEMARKS

     As discussed above, we own trademarks, several of which are very important to our business. Generally, our significant trademarks are subject to registrations and pending applications throughout the world for use on a variety of items of apparel and, in some cases, apparel-related products, accessories, home furnishings and beauty products, as well as in connection with retail services. We continue to expand our worldwide usage and registration of certain of our trademarks. In general, trademarks remain valid and enforceable as long as the trademarks are used in connection with our products and services and the required registration renewals are filed. Our significant trademarks are discussed within each operating group description above. Important factors relating to risks associated with our trademarks include, but are not limited to, those described in Part I, Item 1A. Risk Factors.

COMPETITION

     We sell our products in highly competitive domestic and international markets in which numerous United States-based and foreign apparel firms compete. No single apparel firm or small group of apparel firms dominates the apparel industry. We believe that the principal competitive factors in the apparel industry are design, brand image, consumer preference, price, quality, marketing and customer service. We believe our ability to compete successfully in styling and marketing is related to our ability to foresee changes and trends in fashion and consumer preference, and to present appealing products for consumers. In some instances, particularly with respect to our private label businesses, a retailer that is our customer may compete directly with us by sourcing its products directly or by marketing its own private label brands. Important factors relating to risks associated with competitive factors in our industry include, but are not limited to, those described in Part I, Item 1A. Risk Factors.

SEASONAL ASPECTS OF BUSINESS AND ORDER BACKLOG

Seasonal Aspects of Business

     Although our various product lines are sold on a year-round basis, the demand for specific products or styles may be seasonal. For example, the demand for Tommy Bahama and golf products is higher in the spring and summer seasons. Generally our wholesale products are sold prior to each of the retail selling seasons, including spring, summer, fall and holiday. As the timing of product shipments and other events affecting the retail business may vary, results for any particular quarter may not be indicative of results for the full year. The percentage of net sales by quarter (unaudited) for fiscal 2008 was 29%, 24%, 26% and 21%, respectively, and the percentage of earnings (loss) before income taxes by quarter (unaudited) for fiscal 2008 was 5%, 1%, 2% and (108%), respectively. We do not believe the fiscal 2008 distribution of earnings (loss) before income taxes is indicative of the distribution in future years, in particular because certain of the quarters in fiscal 2008 were impacted to varying degrees by restructuring charges, asset impairment charges, other unusual items, a gain on repurchase of a portion of our Senior Unsecured Notes and the difficult economic environment.

Order Backlog

     As of January 31, 2009 and February 2, 2008, we had booked orders totaling $185.7 million and $269.3 million, respectively, substantially all of which we expect will be or were shipped within six months after each such date. Once we receive a specific purchase order, the dollar value of such order is included in our booked orders. A portion of our business consists of at-once EDI “Quick Response” programs with large retailers. Replenishment shipments under these programs generally have such an abbreviated order life that they are excluded from the order backlog completely. We do not believe that this backlog information is necessarily indicative of sales to be expected for future periods.

TRADE REGULATION

     International trade agreements, trade preference arrangements and trade legislation are significant in our business. Virtually all of the merchandise we import is subject to duties which are assessed on the value of imported apparel. Duty rates vary depending on the fiber content of the garment and range from 15% to 20% on the cotton and wool products that predominate our product lines. Silk products represent a significant portion of our Tommy Bahama products and are generally subject to duty rates of less than 5%.

     Until January 1, 2005, our apparel merchandise was also subject to quotas. The United States had implemented restrictive quotas on the importation of many classifications of apparel products from most of the major apparel-producing countries, including most of the countries where we produce apparel. With the exception of silk products, the apparel products that make up a large share of our annual sales were subject to quotas. These quotas limited the total quantity of garments that could be imported into the United States in a given year on a by-country and by-product category basis. The effect of these quotas was that a substantial portion of cotton and wool apparel imported into the United States was sourced, prior to January 1, 2005, from countries that would not be the most competitive producers otherwise. The World Trade Organization, or WTO, member countries agreed to eliminate quotas on textile and apparel products effective January 1, 2005. Under the terms of the WTO agreement, the United States retained the right to impose new quotas in response to surging imports, which resulted in a November 2005 agreement between the United States and China for a quota arrangement that imposed quotas on certain textile products through the end of 2008.

     During fiscal 2008, we sourced approximately 50% of our products from China. As of January 1, 2009, all quotas on Chinese-made textile and apparel products have been eliminated, but the United States is still allowed in certain circumstances to unilaterally impose “anti-dumping” duties in response to a particular product being imported from another country in such increased quantities as to cause, or threaten to cause, serious damage to the comparable domestic U.S. industry. “Countervailing” duties are other duties which can be imposed by the United States in cases where it finds that subsidies are being provided by a foreign government to its manufacturers and this subsidized merchandise causes or threatens to cause damage to the comparable domestic U.S. industry. The imposition of anti-dumping or countervailing duty on products that we import would increase the cost of those products to us and we may not be able to pass on any such cost increases to our customers.

     The elimination of quotas has resulted in acceleration in the shift of our sourcing and manufacturing activities from the Western hemisphere to Asia. The trend away from Western hemisphere sourcing and manufacturing may be slowed to some extent by various free trade agreements, such as the North American Free Trade Agreement. We believe that by taking trade preference agreements and trade legislation into account in our sourcing decisions, we are and will continue to be effective in using trade regulation to our competitive advantage. However, the elimination of, or certain changes to, these trade agreements or our inability to qualify for such free-trade benefits would adversely impact our business by increasing our cost of goods sold and we may not be able to pass on any such cost increases to our customers.

     We believe that with respect to the majority of our sourcing, we will continue to be able to procure our products from the most competitive countries because of the flexibility of our sourcing base. While we have long-term relationships with many of our contract manufacturers, we do not have long-term contractual commitments to them, and we thus have the flexibility to move our production to alternative locations if market forces compel this. The relative ease with which we can divert our sourcing from manufacturing facilities we have traditionally used, if necessary, allows us to shift our production relatively quickly to other countries which might become more competitive due to changes in the trade regulation environment or other unanticipated changes. However, if we cannot shift our production in a timely manner or cannot find alternative sourcing at comparable prices, our cost of goods sold may increase and we may not be able to pass on any such cost increases to our customers.

     Apparel and other products sold by us are also subject to regulation in the United States and other countries by governmental agencies, including, the Federal Trade Commission, U.S. Fish and Wildlife Service and the Consumer Products Safety Commission. These regulations relate principally to product labeling, licensing requirements and certification of product safety. We believe that we are in substantial compliance with those regulations. Our licensed products and licensing partners are also subject to regulation. Our agreements require our licensing partners to operate in compliance with all laws and regulations, and we are not aware of any violations which could reasonably be expected to have a material effect on our business or results of operations.

     Important factors relating to risks associated with trade regulation include, but are not limited to, those described in Part I, Item 1A. Risk Factors.

EMPLOYEES

     As of January 31, 2009, we employed approximately 4,000 persons, of whom approximately 70% were employed in the United States. Approximately 50% of our employees were retail store and restaurant employees. We believe our employee relations are good.

AVAILABLE INFORMATION

     Our Internet address is www.oxfordinc.com. Under “Investor Info” on the home page of our website, we have provided a link to the SEC’s website where, among other things, our annual report on Form 10-K, proxy statement, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are generally available once we electronically file such material with, or furnish it to, the SEC. Additionally, our Corporate Governance Guidelines, as well as the charters of our Audit Committee and Nominating, Compensation and Governance Committee of our Board of Directors, are available under “Corporate Governance” on the home page of our website. Copies of these documents will be provided to any shareholder who requests a copy in writing.

     In addition, we will provide, at no cost, paper or electronic copies of our reports and other filings made with the SEC. Requests should be directed to our principal executive offices at:

Investor Relations Department
Oxford Industries, Inc.
222 Piedmont Avenue, N.E.
Atlanta, GA 30308
info@oxfordinc.com
(404) 659-2424

     The information on the website listed above is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference in this document.

Item 1A. Risk Factors

     Our business faces certain risks, many of which are outside of our control. The following factors, as well as factors described elsewhere in this report or in our other filings with the SEC that could materially affect our business, financial condition or operating results, should be carefully considered in evaluating our company and the forward-looking statements contained in this report or future reports. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impact our business operations. If any of the following risks actually occur, our business, financial condition or operating results may be adversely affected.

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

     The recent deterioration of the general economic environment, distress in the financial markets and general uncertainty about the economy are having a significant negative impact on businesses and consumers around the world, including our own business.

     The global economic crisis has had, and is continuing to have, an adverse impact on retail sales of apparel and other consumer products. Reduced sales by our wholesale customers may lead to lower retail inventory levels, reduced orders from us and/or order cancellations. Reduced sales by these customers, along with the possibility of their reduced access to, or inability to access, the credit markets, may result in our customers experiencing significant financial difficulties. Financial difficulties of customers could result in reduced sales to those customers or could result in store closures, bankruptcies or liquidations by those customers. Higher credit risk relating to receivables from customers experiencing financial difficulty may result. If these developments occur, our inability to

shift sales to other customers or to collect on our accounts receivable could negatively impact our financial condition and results of operations.

     In addition, credit markets have experienced significant disruptions and certain leading financial institutions have either declared bankruptcy or have shown significant deterioration in their financial stability. Further deterioration in the financial markets could make future financing difficult or more expensive, including our ability to repay or refinance our Senior Unsecured Notes.

     These or any other significant changes in the operations or liquidity for any of the parties with which we conduct our business, including suppliers, customers, trademark licensees and lenders, among others, now or in the future, or in the access to capital markets for us or any such parties, could result in lower demand for our products, lower sales, higher costs or other disruptions in our business.

     A significant portion of our revenues are direct-to-consumer through retail stores, restaurants and Internet websites. Reduced consumer confidence, along with a reduction in the availability of consumer credit and increasing unemployment, may lead to reduced purchases of our products at our retail stores, restaurants and Internet websites. This could have a negative impact on the demand for our products and reduce our operating leverage.

     Additionally, during economic periods such as the current conditions, certain long term commitments, such as leases and license agreements, may not be as beneficial in the short-term as was desired when we initially entered into the agreements. Lease agreements and license agreements often require certain minimum payments which do not fluctuate with sales. Our ability to reduce these costs may be minimal, even if we determine to no longer utilize the retail space or trademark over a portion of the term of the agreement, as the other party may not be willing to renegotiate the agreement. These long-term agreements may result in higher costs as a percentage of sales than we originally anticipated or we realized in prior years and thus negatively impact our operating results in future periods.

     We are unsure of the duration and severity of this economic crisis. However, if the crisis persists or worsens and economic conditions remain weak over a long period, the likelihood of the crisis having an even more significant impact on our business increases.

     Beyond the current economic crisis, the apparel industry is cyclical and dependent upon the overall level of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. Often, the apparel industry tends to experience longer periods of recession and generally experiences greater declines than the general economy. Overall economic conditions that affect discretionary consumer spending include, but are not limited to, employment levels, recessions, energy costs, interest rates, tax rates, personal debt levels, housing prices and stock market volatility. Uncertainty about the future may also impact the level of discretionary consumer spending or result in shifts in consumer spending to products other than apparel. Any deterioration in general economic or political conditions, acts of war or terrorism or other factors that create uncertainty or alter the discretionary consumer habits in our key markets, particularly the United States and the United Kingdom, could reduce our sales, increase our costs of goods sold or require us to significantly modify our current business practices and, consequently, harm our results of operations. These and other events that impact our operating results could also result in adverse consequences to our business, such as our failure to satisfy financial covenants under our debt instruments or our inability to continue to meet minimum sales thresholds to certain of our licensors.

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

     Our levels of debt vary as a result of the seasonality of our business, investments in acquisitions and working capital and divestitures. As of January 31, 2009, we had approximately $27.7 million outstanding under our U.S. Revolving Credit Agreement, $5.1 million outstanding under our U.K. Revolving Credit Agreement and $166.8 million of outstanding Senior Unsecured Notes. Our debt levels may increase in the future under our existing facilities or potentially under new facilities, or the terms or forms of our financing arrangements in the future may change, which may increase our exposure to the items discussed below.

     Our indebtedness includes, and any future indebtedness may include, certain obligations and limitations, including the periodic payment of principal and interest, maintenance of certain covenants and certain other limitations related to additional debt, dividend payments, investments and dispositions of assets. Our ability to satisfy these obligations will be dependent upon our business, financial condition and operating results. These obligations and limitations may increase our vulnerability to adverse economic and industry conditions, place us at a competitive disadvantage compared to our competitors that are less leveraged and limit our flexibility in carrying out our business plan and planning for, or reacting to, changes in the industry in which we operate.

     In August 2008, we entered into our U.S. Revolving Credit Agreement. The U.S. Revolving Credit Agreement amended and restated our Prior Credit Agreement, which was scheduled to mature in July 2009. Our U.S. Revolving Credit Agreement matures in August 2013, subject to certain requirements to refinance our senior unsecured notes on or prior to November 16, 2010 as discussed below. The U.S. Revolving Credit Agreement is an asset-based facility, with borrowing availability determined primarily by the level of our eligible accounts receivable and inventory balances. We currently anticipate that cash flows from operations and the projected borrowing availability under our U.S. Revolving Credit Agreement will be sufficient to fund our liquidity requirements until the time that we are required to refinance our Senior Unsecured Notes. However, if we do not have a sufficient borrowing base at any given time, borrowing availability under our U.S. Revolving Credit Agreement may not be sufficient to support our liquidity needs. Additionally, if any of the financial institutions that are parties to our U.S. Revolving Credit Agreement were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with us. This could leave us with reduced borrowing capacity.

     Our Senior Unsecured Notes mature in June 2011. However, in the event that our Senior Unsecured Notes are not refinanced on or prior to November 16, 2010, the maturity date of our U.S. Revolving Credit Agreement would accelerate to December 2010. As our indebtedness matures, we will be required to extend or refinance such indebtedness, sell assets to repay the indebtedness or raise equity to fund the repayment of the indebtedness. Additionally, a breach of the covenants relating to our indebtedness could result in an event of default under those instruments, in some instances allowing the holders of that indebtedness to declare all outstanding indebtedness immediately due and payable. At maturity or in the event of an acceleration of payment obligations, we would likely be unable to pay our outstanding indebtedness with our cash and cash equivalents then on hand. We would, therefore, be required to seek alternative sources of funding, which may not be available on commercially reasonable terms, terms as favorable as our current agreements or at all, or face bankruptcy. If we are unable to refinance our indebtedness or find alternative means of financing our operations, we may be required to curtail our operations or take other actions that are inconsistent with our current business practices or strategy.

     We have interest rate risk on a portion of our indebtedness, as certain of our indebtedness is based on variable interest rates. We generally do not engage in hedging activities with respect to our interest rate risk. An increase in interest rates may require us to pay a greater amount of our funds from operations towards interest, even if the amount of borrowings outstanding remains the same. As a result, we may have to revise or delay our business plans, reduce or delay capital expenditures or otherwise adjust our plans for operations.

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

     The apparel industry is highly competitive. Our competitors include numerous domestic and foreign apparel designers, manufacturers, distributors, importers, licensors, and retailers, some of which may also be our customers and some of whom are significantly larger and have significantly greater financial resources than we do. The level and nature of our competition varies, and the number of our direct competitors and the intensity of competition may increase as we expand into other markets or product lines or as other companies expand into our markets or product lines. Some of our competitors may be able to adapt to changes in consumer demand more quickly, to devote greater resources to establishing brand recognition or to adopt more aggressive pricing policies than we can. Additionally, as a result of the current economic conditions, certain of our competitors are offering apparel for sale at significant discounts, which results in more pressure to reduce prices or the risk that our products may not be as desirable as lower priced products. In addition, with respect to certain of our businesses, retailers that are our customers may pose a significant competitive threat by sourcing their products directly or by marketing their own private label brands. These private label lines may also receive prominent positioning on the retail floor by department stores.

These competitive factors within the apparel industry may result in reduced sales, increased costs, lower prices for our products and/or decreased margins.

Our business could be harmed if we fail to maintain proper inventory levels.

     In light of the current economic crisis, we believe we have planned inventory purchases for fiscal 2009 conservatively. However, if the crisis persists or worsens and economic conditions remain weak over a long period, we may be unable to sell the products we have ordered in advance from manufacturers or that we have in our inventory. Inventory levels in excess of customer demand may result in inventory markdowns or the sale of excess inventory at discounted prices. These events could significantly harm our operating results and impair the image of our brands. Conversely, as economic conditions improve, we may not be in a position to order quality products from our manufacturers in a timely manner and/or we may experience inventory shortages, which might result in unfilled orders, negatively impact customer relationships, diminish brand loyalty and result in lost revenues, any of which could harm our business.

Our success depends on the reputation and value of our owned and licensed brand names, including, in particular, Tommy Bahama and Ben Sherman, and actions by us, our wholesale customers or others who have interests in our brands could diminish the reputation or value of our brands and adversely affect our business operations.

     The success of our business depends on the reputation and value of our owned and licensed brand names. The value of our brands could be diminished by actions taken by us, for instance by becoming overly promotional, our wholesale customers or others who have interests in the brands. We cannot always control the marketing and promotion of our products by our wholesale customers or other third parties who have an interest in our brands, and actions by such parties that are inconsistent with our own marketing efforts or that otherwise adversely affect the appeal of our products could diminish the value or reputation of one or more of our brands and have an adverse effect on our sales and business operations.

We rely on our licensing partners to preserve the value of our brands and as a source of royalty income.

     Certain of our brands, such as Tommy Bahama and Ben Sherman, have a reputation of outstanding quality and name recognition that makes the brands valuable as a source of royalty income. During fiscal 2008, we recognized approximately $15.6 million of royalty income. While we take significant steps to ensure the reputation of our brands is maintained through our license agreements, there can be no guarantee our brands will not be negatively impacted through our association with products outside of our core apparel products or due to the actions of a licensee. The improper or detrimental actions of a licensee may not only result in a decrease in the sales of our licensee’s products but also could significantly impact the perception of our brands.

The apparel industry is subject to rapidly evolving fashion trends, and we must continuously offer innovative and market appropriate products to maintain and grow our existing businesses. Failure to offer innovative and market appropriate products may adversely affect our sales and lead to excess inventory, markdowns and/or dilution of our brands.

     We believe that the principal competitive factors in the apparel industry are design, brand image, consumer preference, price, quality, marketing and customer service. Although certain of our products carry over from season to season, the apparel industry in general is subject to rapidly changing fashion trends and shifting consumer demands. Accordingly, we must anticipate, identify and capitalize upon emerging, fashion trends. We believe that our success depends on our ability to continuously develop, source, market and deliver a wide variety of innovative, fashionable and desirable brands and products. These products must be offered at appropriate price points in their respective distribution channels. Sales growth from our brands will depend largely upon our ability to continue to maintain and enhance the distinctive brand identities.

     Due to the competitive nature of the apparel industry, there can be no assurance that the demand for our products will not decline or that we will be able to successfully evaluate and adapt our products to align with consumers’ preferences, fashion trends and changes in consumer demographics. As is typical with new products, market acceptance of new price points, designs and products is subject to uncertainty. The introduction or repositioning of new lines and products often requires substantial costs in design, marketing and advertising, which may not be

recovered if the products are not successful. Any failure on our part to develop appealing products and update core products could result in lower sales and/or harm the reputation and desirability of our products. Additionally, since we generally make decisions regarding product designs several months in advance of the time when consumer acceptance can be measured, such a failure could leave us with a substantial amount of unsold excess inventory, which we may be forced to sell at lower price points. Any of these factors could result in a deterioration of the appeal of our brands and products, adversely affecting our business, financial condition and operating results.

Our business depends on our senior management and other key personnel, and the unexpected loss of individuals integral to our business, our inability to attract and retain qualified personnel in the future or our failure to successfully plan for and implement succession of our senior management and key personnel may have an adverse effect on our operations, business relationships and ability to execute our strategies.

     Our senior management has substantial experience and expertise in the apparel industry. Our success depends, to a significant extent, upon the continued services of our senior management, as well as our ability to attract, hire, motivate and retain additional talented and highly qualified management in the future, including in the areas of design, merchandising, sales, marketing and production, as well as our ability to hire and train qualified retail management and associates. Our success depends upon disciplined execution at all levels of our organization, including our senior management. Competition for qualified personnel in the apparel industry is intense, and we compete to attract and retain these individuals with other companies which may have greater financial resources. In addition, we will need to plan for the succession of our senior management and successfully integrate new members of management within our organization.

     The unexpected loss of J. Hicks Lanier, our Chairman and Chief Executive Officer, or any of our other senior management, could materially affect our operations, business relationships and ability to execute our strategies.

We depend on a group of key customers for a significant portion of our wholesale sales. A significant adverse change in a customer relationship or in a customer’s financial position could negatively impact our net sales and profitability.

     We generate a significant percentage of our sales from a few major customers. During fiscal 2008, sales to our five largest customers accounted for approximately 45% of our total wholesale sales and sales to our largest wholesale customer represented approximately 15% of our wholesale sales. In addition, the net sales of our individual operating groups may be concentrated among several large customers. Continued consolidation in the retail industry could result in a decrease in the number of stores that carry our products, restructuring of our customers’ operations, more centralized purchasing decisions, direct sourcing and greater leverage by customers, potentially resulting in lower prices, realignment of customer affiliations or other factors which could negatively impact our net sales and profitability.

     We generally do not have long-term contracts with any of our customers. Instead, we rely on long-standing relationships with these customers and our position within the marketplace. As a result, purchases generally occur on an order-by-order basis, and each relationship can generally be terminated by either party at any time. A decision by one or more major customers to terminate its relationship with us or to reduce its purchases from us, whether motivated by competitive considerations, quality or style issues, financial difficulties, economic conditions or otherwise, could adversely affect our net sales and profitability, as it would be difficult to immediately, if at all, replace this business with new customers or increase sales volumes with other existing customers.

     In addition, due to long product lead times, several of our product lines are designed and manufactured in anticipation of orders for sale. We make commitments for fabric and production in connection with these lines. These commitments can be made up to several months prior to the receipt of firm orders from customers, and if orders do not materialize or are canceled, we may incur expenses to terminate our fabric and production commitments and dispose of excess inventories.

     We also extend credit to several of our key customers without requiring collateral, which results in a large amount of receivables from just a few customers. During the past several years, particularly in light of the current economic crisis, companies in the apparel industry, including some of our customers, have had financial difficulties and are currently experiencing tightened credit markets and declining sales and profitability on a comparable store basis. If

one or more of our key customers experiences significant problems in the future, including as a result of general weakness in the apparel industry, our sales may be reduced, and the risk associated with extending credit to these customers may increase. A significant adverse change in a customer’s financial position could cause us to limit or discontinue business with that customer, require us to assume greater credit risk relating to that customer’s receivables or limit our ability to collect amounts related to previous shipments to that customer. These or other events related to our significant customers could adversely affect our net sales and profitability.

Our concentration of retail stores and wholesale customers for certain of our products exposes us to certain regional risks.

     Our retail locations are heavily concentrated in certain geographic areas in the United States, including Florida, California, Hawaii, Arizona and Nevada, for our Tommy Bahama retail stores and the United Kingdom for our Ben Sherman retail stores. As of January 31, 2009, 51 of our Tommy Bahama retail stores were located in these U.S. states and five of our Ben Sherman full price retail stores were located in the United Kingdom. Additionally, a significant portion of our wholesale sales for Tommy Bahama and Ben Sherman products are concentrated in the same geographic areas as our own retail store locations for these brands. Due to this concentration, we have heightened exposure to factors that impact these regions, including general economic conditions, weather patterns, natural disasters, changing demographics and other factors.

Our foreign sourcing operations as well as the sale of products in foreign markets result in an exposure to fluctuations in foreign currency exchange rates.

     As a result of our international operations, we are exposed to certain risks in conducting business outside of the United States. Substantially all of our orders to have goods produced in foreign countries are denominated in U.S. dollars. Purchase prices for our products may be impacted by fluctuations in the exchange rate between the U.S. dollar and the local currencies of the contract manufacturers, either of which may have the effect of increasing our cost of goods sold in the future. If the value of the U.S. dollar decreases relative to certain foreign currencies in the future, then the prices that we negotiate for products could increase, and it is possible that we would not be able to pass this increase on to customers, which would negatively impact our margins. If the value of the U.S. dollar increases between the time a price is set and payment for a product, the price we pay may be higher than that paid for comparable goods by competitors that pay for goods in local currencies, and these competitors may be able to sell their products at more competitive prices. Additionally, currency fluctuations could also disrupt the business of our independent manufacturers that produce our products by making their purchases of raw materials more expensive and difficult to finance.

     We received U.S. dollars for greater than 85% of our product sales during fiscal 2008. The sales denominated in foreign currencies primarily relate to Ben Sherman sales in the United Kingdom and Europe. An increase in the value of the U.S. dollar compared to these other currencies in which we have sales could result in lower levels of sales and earnings in our consolidated statements of operations, although the sales in foreign currencies could be equal to or greater than amounts in prior periods. We generally do not engage in hedging activities with respect to our exposure to foreign currency risk except that, on occasion, we do purchase foreign currency forward exchange contracts for our goods purchased on U.S. dollar terms that are expected to be sold in the United Kingdom and Europe.

We are dependent upon the availability of raw materials and the ability of our third-party producers, substantially all of whom are located in foreign countries, to meet our requirements; any failures by these producers to meet our requirements, or the unavailability of suitable producers or raw materials at reasonable prices may negatively impact our ability to deliver quality products to our customers on a timely basis or result in higher costs or reduced net sales.

     We source substantially all of our products from non-exclusive, third-party producers located in foreign countries. Although we place a high value on long-term relationships with our suppliers, generally we do not have long-term contracts but, instead, conduct business on an order-by-order basis. Therefore, we compete with other companies for the production capacity of independent manufacturers. We regularly depend upon the ability of third-party producers to secure a sufficient supply of raw materials, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity. Although we monitor production in third-party manufacturing

locations, we cannot be certain that we will not experience operational difficulties with our manufacturers, such as the reduction of availability of production capacity, errors in complying with product specifications, insufficient quality control, failures to meet production deadlines or increases in manufacturing costs. Such difficulties may negatively impact our ability to deliver quality products to our customers on a timely basis, which may, in turn, have a negative impact on our customer relationships and result in lower net sales.

     Most of the products we purchase from third-party producers are package purchases, and we and our third-party suppliers rely on the availability of raw materials at reasonable prices. The principal fabrics used in our business are cotton, linens, wools, silk, other natural fibers, synthetics and blends of these materials. The prices paid for these fabrics depend on the market price for raw materials used to produce them. The price and availability of certain raw materials have fluctuated in the past, and may fluctuate in the future, depending on a variety of factors, including crop yields, weather, supply conditions, government regulation, war, terrorism, labor unrest, global health concerns, economic climate, the cost of petroleum and other unpredictable factors. Additionally, costs of our third-party providers or our transportation costs may increase due to these same factors. We historically have not entered into any futures contracts to hedge commodity prices. Any significant increase in the price of raw materials or decrease in the availability of raw materials could cause delays in product deliveries to our customers, which could have an adverse impact on our customer relationships and/or increase our costs, some or all of which we may be unable to pass on to our customers.

     We also require third-party producers to meet certain standards in terms of working conditions, environmental protection and other matters before placing business with them. As a result of costs relating to compliance with these standards, we may pay higher prices than some of our competitors for products. In addition, the labor and business practices of independent apparel manufacturers have received increased attention from the media, non-governmental organizations, consumers and governmental agencies in recent years. Failure by us or our independent manufacturers to adhere to labor or other laws or business practices accepted as ethical, and the potential litigation, negative publicity and political pressure relating to any of these events, could disrupt our operations or harm our reputation.

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

     As we source substantially all of our products from foreign countries, including approximately 50% of our product purchases from China during fiscal 2008, we are exposed to risks associated with changes in the laws and regulations governing the importing and exporting of apparel products into and from the countries in which we operate.

     Some of the risks associated with importing our products from foreign countries include quotas, imposed by countries in which our products are manufactured or countries into which our products are imported, which limit the amount and type of goods that may be imported annually from or into these countries; changes in social, political, labor and economic conditions or terrorist acts that could result in the disruption of trade from the countries in which our manufacturers are located; the imposition of additional or new duties, tariffs, taxes or other charges and shifts in sourcing patterns as a result of such charges; significant fluctuations in the cost of raw materials; significant delays in the delivery of our products, due to security considerations; rapid fluctuations in sourcing costs, including costs for raw materials and labor; the imposition of antidumping or countervailing duties; fluctuations in the value of the dollar against foreign currencies; and restrictions on the transfer of funds to or from foreign countries.

     We currently benefit from duty-free treatment under international trade agreements and regulations such as the North American Free Trade Agreement. In addition, China’s safeguard quota on certain classes of apparel products expired on December 31, 2008, and the United States and China have not finalized a new quota arrangement, if any, for periods after 2008. The imposition of a new quota arrangement between the United States and China or the elimination of duty-free treatment or our inability to qualify for such benefits would adversely impact our business by increasing our cost of goods sold.

     Our products are subject to increasingly stringent and complex product performance and safety standards, laws and other regulations. With the passage of the Consumer Product Safety Improvement Act of 2008, there are new requirements mandated for the textile and apparel industries. These requirements relate to all apparel currently regulated under the Consumer Product Safety Commission, or CPSC, and also include new requirements that relate to metal and painted trim items and certain other raw materials used in children’s age 12 and under apparel. These requirements could result in greater expense associated with compliance efforts and failure to comply with such regulations could result in a delay, non-delivery or mandated destruction of inventory shipments during key seasons or other financial penalties. While we are continuing to monitor the situation and intend to abide by the rules and changes made by the CPSC, significant or continuing noncompliance with such standards and laws could harm our reputation, our business relationships or our ability to execute our strategies.

     Our, or any of our suppliers’, failure to comply with customs or similar laws or any other applicable regulations could restrict our ability to import products or lead to fines, penalties or adverse publicity, and future regulatory actions or trade agreements may provide our competitors with a material advantage over us or materially increase our costs.

Our operations are reliant on information technology, and any interruption or other failure in our information technology systems may impair our ability to compete effectively in the apparel industry, including our ability to provide services to our customers and meet the needs of management.

     The efficient operation of our business is dependent on information technology. Information systems are used in all stages of our operations from design to distribution and as a method of communication with our customers and suppliers. Additionally, certain of our operating groups utilize e-commerce websites to sell goods directly to consumers. Our management also relies on information systems to provide relevant and accurate information in order to allocate resources and forecast and report our operating results. Service interruptions may occur as a result of a number of factors, including computer viruses, hacking or other unlawful activities by third parties, disasters, or failures to properly install, upgrade, integrate, protect, repair or maintain our systems and e-commerce websites. In connection with our periodic assessment of the appropriateness and relevance of our financial and operational systems, we commenced implementation of a new integrated financial system in fiscal 2008. Additionally, future assessments could result in a change to or replacement of our systems in the future. There can be no assurances that we will be successful in developing or acquiring competitive systems, including an integrated financial system, which are responsive to our needs and the needs of our customers. Any interruption or other failure of critical business information systems, including an interruption or failure caused by our inability to successfully upgrade, change or implement our financial or operational systems, could cause difficulties in operating our business and communicating with our customers or our ability to report our financial results, which could cause our sales and profits to decrease and could also require significant expenditures to remediate any such difficulties.

We may be unable to protect our trademarks and other intellectual property or may otherwise have our brand names harmed.

     We believe that our registered and common law trademarks and other intellectual property, as well as other contractual arrangements, including licenses and other proprietary intellectual property rights, have significant value and are important to our continued success and our competitive position due to their recognition by retailers and consumers. Approximately 64% of our net sales in fiscal 2008 was attributable to branded products for which we own the trademark. Therefore, our success depends to a significant degree upon our ability to protect and preserve our intellectual property. We rely on laws in the United States and other countries to protect our proprietary rights. However, we may not be able to sufficiently prevent third parties from using our intellectual property without our authorization, particularly in those countries where the laws do not protect our proprietary rights as fully as in the United States. The use of our intellectual property or similar intellectual property by others could reduce or eliminate any competitive advantage we have developed, causing us to lose sales or otherwise harm the reputation of our brands.

     Additionally, there can be no assurance that the actions that we have taken will be adequate to prevent others from seeking to block sales of our products as violations of proprietary rights. Although we have not been materially inhibited from selling products in connection with trademark disputes, as we extend our brands into new product categories and new product lines and expand the geographic scope of our marketing, we could become subject to

litigation based on allegations of the infringement of intellectual property rights of third parties. In the event a claim of infringement against us is successful, we may be required to pay damages, royalties or license fees to continue to use intellectual property rights that we had been using, or we may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable time. Litigation and other legal action of this type, regardless of whether it is successful, could result in substantial costs to us and diversion of our management and other resources.

Our sales and operating results are influenced by weather patterns and natural disasters.

     Like other companies in the apparel industry, our sales volume may be adversely affected by unseasonable weather conditions or natural disasters, which may cause consumers to alter their purchasing habits or result in a disruption to our operations. Because of the seasonality of our business and the concentration of a significant proportion of our customers in certain geographic regions, the occurrence of such events could disproportionately impact our business, financial condition and operating results.

We hold licenses for the use of other parties’ brand names, and we cannot guarantee our continued use of such brand names or the quality or salability of such brand names.

     We have entered into license and design agreements to use certain trademarks and trade names, such as Kenneth Cole, Dockers, United States Polo Association, Geoffrey Beene and Evisu, to market our products. Approximately 13% of our net sales during fiscal 2008 related to the products for which we license the use of the trademark for specific product categories. These license and design agreements will expire at various dates in the future. We cannot guarantee that we will be able to renew these licenses on acceptable terms upon expiration or that we will be able to acquire new licenses to use other popular trademarks. For example, during fiscal 2008, we decided to exit license agreements relating to the Nautica, O Oscar and Tommy Hilfiger brands. The termination or expiration of a license agreement will cause us to lose the sales and any associated profits generated pursuant to such license and in certain cases could result in an impairment charge for related intangible assets.

     In addition to certain compliance obligations, all of our significant licenses provide minimum thresholds for royalty payments and advertising expenditures for each license year, which we must pay regardless of the level of our sales of the licensed products. If these thresholds are not met, our licensors may be permitted contractually to terminate these agreements or seek payment of minimum royalties even if the minimum sales are not achieved. In addition, our licensors produce their own products and license their trademarks to other third parties, and we are unable to control the quality of these goods that others produce. If licensors or others do not maintain the quality of these trademarks or if the brand image deteriorates, our sales and any associated profits generated by such brands may decline.

We are dependent on a limited number of distribution centers, making our operations particularly susceptible to disruption.

     Our ability to meet customer expectations, manage inventory and achieve objectives for operating efficiencies depends on the proper operation of our primary distribution facilities, some of which are owned and others of which are operated by third parties. Finished garments from our contractors are inspected and stored at these distribution facilities. If any of these distribution facilities were to shut down or otherwise become inoperable or inaccessible for any reason, we could experience a reduction in sales, a substantial loss of inventory or higher costs and longer lead times associated with the distribution of our products during the time it takes to reopen or replace the facility. This could negatively affect our operating results and our customer relationships.

We may not be successful in identifying locations and negotiating appropriate lease terms for retail stores and restaurants.

     An integral part of our strategy has been to develop and operate retail stores and restaurants for certain of our brands. Net sales from retail stores and restaurants were approximately 26% of our consolidated net sales during fiscal 2008. Successful operation of our retail stores and restaurants depends, in part, on the overall ability of the retail location to attract a consumer base sufficient to make store sales volume profitable. If we are unable to identify new locations with consumer traffic sufficient to support a profitable sales level, retail growth may consequently be limited. Further, if existing retail stores and restaurants do not maintain a sufficient customer base that provides a reasonable sales volume, it could have a negative impact on our sales, gross margin, and results of operations.

Our restaurant operations may be negatively impacted by regulatory issues or by health, safety, labor and similar operational issues, or by publicity surrounding any of these issues.

     The restaurant industry is highly competitive and requires compliance with a variety of federal, state and local regulations. In particular, all of our Tommy Bahama restaurants serve alcohol and, therefore, maintain liquor licenses. Our ability to maintain our liquor licenses depends on our compliance with applicable laws and regulations. The loss of a liquor license would adversely affect the profitability of a restaurant. Additionally, as a participant in the restaurant industry, we face risks related to food quality, food-borne illness, injury, health inspection scores and labor relations. Regardless of whether allegations related to these matters are valid or whether we become liable, we may be materially affected by negative publicity associated with these issues. The negative impact of adverse publicity relating to one restaurant may extend beyond the restaurant involved to affect some or all of the other restaurants, as well as the image of the Tommy Bahama brand as a whole.

The acquisition of new businesses has certain inherent risks, including, for example, strains on our management team and unexpected acquisition costs.

     One component of our business strategy is the acquisition of new businesses or product lines as and when appropriate investment opportunities are available. Our sales growth may be limited if we are unable to find suitable acquisition candidates at reasonable prices in the future, if we do not have the financial resources available to us in order to successfully consummate a desired acquisition, if we are unsuccessful in integrating any acquired businesses in a timely manner or if the acquisitions do not achieve the anticipated results. Evaluating and completing acquisitions in the future may strain our administrative, operational and financial resources and distract our management from our ongoing businesses.

     In addition, integrating acquired businesses is a complex, time-consuming and expensive process. The integration process for newly acquired businesses could create for us a number of challenges and adverse consequences associated with the integration of product lines, employees, sales teams and outsourced manufacturers; employee turnover, including key management and creative personnel of the acquired and existing businesses; disruption in product cycles for newly acquired product lines; maintenance of acceptable standards, controls, procedures and policies; and the impairment of relationships with customers of the acquired and existing businesses. Further, we may not be able to manage the combined operations and assets effectively or realize the anticipated benefits of the acquisition.

     As a result of acquisitions that have occurred or may occur in the future, we may become responsible for unexpected liabilities that we failed to discover in the course of performing due diligence in connection with the acquired businesses. We cannot be assured that any indemnification to which we may be entitled from the sellers will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business acquired.

Divestitures of certain businesses or discontinuations of certain product lines may require us to find alternative uses for our resources.

     We may determine in the near future that it is appropriate to divest or discontinue certain operations, as we did in fiscal 2006 when we divested our Womenswear Group operations and as we have, more recently, in exiting certain product categories in our Lanier Clothes and Oxford Apparel operating groups. Divestitures of certain businesses that do not align with our strategy or the discontinuation of certain product lines which may not provide the returns that we expect or desire may result in underutilization of our resources in the event that the operations are not replaced with new lines of business either internally or through acquisition. There can be no guarantee that if we divest certain businesses or discontinue certain product lines that we will be able to replace the sales and profits related to these businesses or appropriately utilize our remaining resources, which may result in a decline in our operating results.

We operate in various countries with differing laws and regulations, which may impair our ability to maintain compliance with regulations and laws.

     Although we attempt to abide by the laws and regulations in each jurisdiction in which we operate, the complexity of the laws and regulations to which we are subject, including customs regulations, labor laws, competition laws, consumer protection laws and domestic and international tax legislation, makes it difficult for us to ensure that we are currently, or will be in the future, compliant with all laws and regulations. We may be required to make significant expenditures or modify our business practices to comply with existing or future laws or regulations, and unfavorable resolution to litigation or a violation of applicable laws and regulations may increase our costs and materially limit our ability to operate our business.

Compliance with privacy and information laws and requirements could be costly, and a breach of information security or privacy could adversely affect our business.

          The regulatory environment governing our use of individually identifiable data of customers, employees and others is complex. Privacy and information security laws and requirements change frequently, and compliance with them may require us to incur costs to make necessary systems changes and implement new administrative processes. If a data security breach occurs, our reputation could be damaged and we could experience lost sales, fines or lawsuits.

Item 1B. Unresolved Staff Comments

     None.

Item 2. Properties

     We believe that our existing properties are well maintained, are in good operating condition and will be adequate for our present level of operations. We own or operate approximately 1.6 million square feet of facilities in the United States, Germany and Mexico in conducting our distribution and manufacturing functions. We also utilize space in third party warehouses at certain times. We operate retail stores and restaurants in approximately 0.5 million square feet of leased space located in the United States, United Kingdom and Germany. Each retail store and restaurant is less than 15,000 square feet. We do not believe that we are dependent on any individual retail or restaurant location for our business operations. These retail stores and restaurants are operated by Tommy Bahama and Ben Sherman and are described in more detail in Item 1 of this report. Our administrative and sales functions are conducted in approximately 0.5 million square feet of owned and leased space in various locations, including the United States, the United Kingdom, Germany, China and Hong Kong. We anticipate that we will be able to extend our leases to the extent that they expire in the near future on terms that are satisfactory to us or, if necessary, locate substitute properties on acceptable terms.

     Details of our principal administrative, sales, distribution and manufacturing facilities, including approximate square footage, are as follows:

Operating

Square

Lease

Location

Primary Use

Group

Footage

Expiration

Atlanta, Georgia

Sales/administration

Corporate and Other & Lanier Clothes

70,000

Owned

Seattle, Washington

Sales/administration

Tommy Bahama

80,000

2015

Lyons, Georgia

Sales/administration

Oxford Apparel

90,000

Owned

London, England

Sales/administration

Ben Sherman

20,000

2013

Lurgan, Northern Ireland

Sales/administration

Ben Sherman

10,000

Owned

New York, New York

Sales/administration

Various

90,000

Various

Hong Kong

Sales/administration

Various

25,000

Various

Shenzen, China

Sales/administration

Various

10,000

Various

Auburn, Washington

Distribution center

Tommy Bahama

260,000

2015

Lyons, Georgia

Distribution center

Oxford Apparel

330,000

Owned

Toccoa, Georgia

Distribution center

Lanier Clothes

310,000

Owned

Dusseldorf, Germany

Distribution center

Ben Sherman

15,000

2009

Merida, Mexico

Manufacturing plant

Lanier Clothes

80,000

Owned

Item 3. Legal Proceedings

     From time to time, we are a party to litigation and regulatory actions arising in the ordinary course of business. We are not currently a party to litigation or regulatory actions that we believe could reasonably be expected to have a material impact on our financial position, results of operations or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

PART II

Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market and Dividend Information

     Our common stock is listed and traded on the New York Stock Exchange under the symbol “OXM.” As of March 20, 2009, there were 422 record holders of our common stock. The following table sets forth the high and low sale prices and quarter-end closing prices of our common stock as reported on the New York Stock Exchange for the quarters indicated. Additionally, the table indicates the dividends per share declared on shares of our common stock by our Board of Directors for each quarter.

		High				Low				Close				Dividends
Fiscal 2008
Fourth Quarter		$	13.70			$	4.48			$	6.66			$	0.18
Third Quarter		$	29.02			$	11.15			$	13.47			$	0.18
Second Quarter		$	29.88			$	17.40			$	21.30			$	0.18
First Quarter		$	28.65			$	20.10			$	27.27			$	0.18
Eight-month transition period ended February 2, 2008
Fourth Quarter (1)			N/A				N/A				N/A				N/A
Third Quarter (2)		$	27.96			$	19.77			$	23.22			$	0.18
Second Quarter		$	38.40			$	22.48			$	24.77			$	0.18
First Quarter		$	46.34			$	35.18			$	36.22			$	0.18
Fiscal 2007
Fourth Quarter		$	50.86			$	43.99			$	45.98			$	0.18
Third Quarter		$	52.05			$	42.17			$	47.28			$	0.18
Second Quarter		$	53.98			$	40.13			$	50.55			$	0.15
First Quarter		$	42.10			$	34.34			$	41.51			$	0.15

     On March 26, 2009, our Board of Directors approved a cash dividend of $0.09 per share payable on May 1, 2009 to shareholders of record as of the close of business on April 15, 2009. Although we have paid dividends in each quarter since we became a public company in July 1960, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including but not limited to, payment of outstanding debt, repurchases of outstanding shares or funding of future acquisitions, may be in our best interest; if our expectations of future cash flows and future cash needs outweigh the ability to pay a dividend; or if the terms of our credit facilities, the indenture for the Senior Unsecured Notes or other debt instruments limit our ability to pay dividends. We may borrow to fund dividends in the short-term based on our expectation of operating cash flows in future periods subject to the terms and conditions of our credit facilities, the indenture for the Senior Unsecured Notes or other debt instruments. All cash flow from operations will not necessarily be paid out as dividends in all periods.

     For details about limitations on our ability to pay dividends, see Note 5 of our consolidated financial statements and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in this report.

Recent Sales of Unregistered Securities

     We did not sell any unregistered securities during fiscal 2008.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

     We have certain stock incentive plans as described in Note 7 to our consolidated financial statements included in this report, all of which are publicly announced plans. Under the plans, we can repurchase shares from employees to cover employee tax liabilities related to the exercise of stock options or the vesting of previously restricted shares. We did not repurchase any shares of our common stock pursuant to these plans during the fourth quarter of fiscal 2008.

     On September 8, 2008, our Board of Directors authorized the repurchase by us of up to 0.5 million shares of our common stock. As of January 31, 2009, no shares had been repurchased pursuant to this authorization.

Stock Price Performance Graph

     The graph below reflects cumulative total shareholder return (assuming an initial investment of $100 and the reinvestment of dividends) on our common stock compared to the cumulative total return for a period of five years and eight months, beginning May 31, 2003 and ending January 31, 2009 of:

	•		The S&P SmallCap 600 Index; and
	•		The S&P 500 Apparel, Accessories and Luxury Goods.

										INDEXED RETURNS
		Base								Years Ending
		Period
Company / Index		5/30/03				5/28/04				6/3/05				6/2/06				6/1/07				2/2/08				1/31/09
Oxford Industries, Inc.			100				183.04				210.28				212.96				237.82				121.45				36.95
S&P SmallCap 600 Index			100				131.48				153.49				182.71				211.57				184.79				114.04
S&P 500 Apparel, Accessories & Luxury Goods			100				120.41				149.70				151.28				217.26				147.29				75.61

Item 6. Selected Financial Data

     Our selected financial data below reflects the results of operations for Tommy Bahama, which was acquired in fiscal 2004, and Ben Sherman, which was acquired in fiscal 2005, subsequent to the respective date of acquisition. In addition, the selected financial data below reflects the divestiture of substantially all of the assets of our Womenswear Group operations in fiscal 2006, resulting in those operations being classified as discontinued operations for all periods presented.

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

						Twelve				Eight-month
						Months				Transition
						Ended				Period Ended
		Fiscal				February 2,				February 2,				Fiscal				Fiscal				Fiscal				Fiscal
		2008				2008				2008				2007				2006				2005				2004
						(Unaudited)
		(In millions, except per share amounts)
Shareholders’ equity, at year-end		$	93.1			$	407.5			$	407.5			$	454.1			$	398.7			$	303.5			$	239.0
Capital expenditures		$	20.7			$	33.7			$	21.1			$	31.3			$	25.0			$	23.4			$	14.1
Depreciation and amortization included in continuing operations		$	24.9			$	24.4			$	16.0			$	23.1			$	22.7			$	21.9			$	18.0
Impairment of goodwill, intangible assets and investment in joint venture included in continuing operations		$	314.8			$	0.0			$	0.0			$	0.0			$	0.0			$	0.0			$	0.0
Amortization of deferred financing costs		$	2.9			$	2.5			$	1.7			$	2.5			$	2.5			$	4.4			$	2.7
Book value per share at year-end		$	5.87			$	25.39			$	25.39			$	25.45			$	22.59			$	17.97			$	14.74
Return (net earnings (loss) from continuing operations) on average shareholders’ equity (1)			(106.2	%)			10.9	%			6.7	%			12.2	%			14.6	%			16.2	%			14.7	%
Return (net earnings (loss) from continuing operations) on average total assets related to continuing operations (1)			(38.4	%)			5.1	%			3.2	%			5.8	%			6.2	%			6.2	%			6.2	%

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion and analysis of our operations, cash flows, liquidity and capital resources should be read in conjunction with our consolidated financial statements contained in this report.

OVERVIEW

     We generate revenues and cash flow through the design, production, sale and distribution of branded and private label consumer apparel and footwear for men, women and children and the licensing of company-owned trademarks. Our principal markets and customers are located in the United States and, to a lesser extent, the United Kingdom. We source substantially all of our products through third-party producers located outside of the United States and United Kingdom. We distribute the majority of our products through our wholesale customers, which include chain stores, department stores, specialty stores, specialty catalog retailers, mass merchants and Internet retailers. We also sell products of certain owned brands through our owned and licensed retail stores and e-commerce websites.

     We are executing a strategy to move towards a business model that is more focused on brands owned or controlled by us. Our decision to follow this strategy is driven in part by the continued consolidation in the retail industry and the increasing concentration of apparel manufacturing in a relatively limited number of offshore markets, trends which make the private label business increasingly more competitively challenging. Significant steps in our execution of this strategy include:

	•		our June 2003 acquisition of the Tommy Bahama brand and operations;
	•		our July 2004 acquisition of the Ben Sherman brand and operations;

	•		the divestiture of our private label Womenswear Group operations in June 2006;
	•		the closure of certain of our manufacturing facilities located in Latin America and the associated shifts in our Lanier Clothes and Oxford Apparel operating groups towards package purchases from third-party manufacturers, primarily in the Far East;
	•		our refocus on key product categories and exit of certain underperforming lines of business in our Oxford Apparel and Lanier Clothes operating groups in recent years;
	•		the acquisition of a two-thirds interest in the entity that owns the Hathaway® trademark in the United States and several other countries; and
	•		continued investment in Tommy Bahama and Ben Sherman by expanding the number of Tommy Bahama and Ben Sherman retail stores each year since the acquisitions of these businesses.

     In the future, we will continue to look for opportunities by which we can make further progress with this strategy, including organic growth in our owned brands, the acquisition of additional brands, and further streamlining or disposing of portions of our business that do not have the potential to meet our criteria for return on capital employed.

     Fiscal 2008 was a challenging time for the retail and apparel industry as a result of economic conditions which began to weaken in the second half of calendar year 2007 and deteriorated further in 2008. These conditions impacted each of our operating groups, and we expect that challenging economic conditions will continue through fiscal 2009 and perhaps beyond. In the current economic environment, we believe it is important that we continue to focus on maintaining a healthy balance sheet and sufficient liquidity by reducing working capital requirements, moderating our capital expenditures for future retail stores and reducing our overhead. Significant recent initiatives in reducing our working capital requirements, overhead and debt levels include:

	•		Continuing to plan inventory purchases conservatively, which will mitigate inventory markdown risk and promotional pressures and help protect the integrity of our brands but will limit our sales growth opportunities for fiscal 2009;
	•		Continued monitoring of sales to customers with a higher risk of non-payment given the difficult economic conditions;
	•		Reducing annual employment costs and other SG&A;
	•		The suspension of annual salary increases and the company-wide bonus plan in fiscal 2009;
	•		Lowering our debt level by repurchasing a face amount of $33.2 million of Senior Unsecured Notes at a discount in fiscal 2008, which we estimate will reduce annual interest expense by more than $2.2 million;
	•		Capital expenditures in fiscal 2009 of approximately $10 million to $12 million compared to $20.7 million in fiscal 2008; and
	•		Lower quarterly dividend payment of $0.09 per common share for the first quarter of fiscal 2009 as compared to $0.18 per common share in each quarter in fiscal 2008.

     As announced previously, we amended and restated our U.S. Revolving Credit Agreement in August 2008, which we believe provides adequate liquidity for our business and more favorable borrowing terms than we likely would be able to obtain in the current economic environment. As of January 31, 2009, outstanding borrowings under our U.S. Revolving Credit Agreement were accruing interest at 3.25% and we had approximately $113.3 million of availability under the U.S. Revolving Credit Agreement. As of January 31, 2009, we had approximately $199.3 million of debt outstanding compared to approximately $272.3 million at February 2, 2008. Substantially all of our indebtedness as of January 31, 2009 had maturities in June 2011 or later, subject to certain conditions discussed below under “U.S. Revolving Credit Agreement”.

Fiscal 2008 Results Summary

     Diluted net loss per common share was $17.00 in fiscal 2008 compared to diluted net earnings per common share of $2.59 in the twelve months ended February 2, 2008. The most significant factors, each presented on a pre-tax basis, impacting our results during fiscal 2008 are discussed below:

•

Impairment charges related to certain goodwill, intangible assets and an investment in a joint venture totaling approximately $314.8 million in fiscal 2008;

	•		Restructuring charges, excluding non-cash impairment charges, totaling approximately $10.5 million in fiscal 2008;
	•		Impairment charges related to property, plant and equipment of $1.5 million in fiscal 2008;
	•		The write-off of approximately $0.9 million of unamortized deferred financing costs associated with our U.S. revolving credit facility, which was amended and restated in August 2008;
	•		A gain of $7.8 million on the repurchase of approximately $33.2 million in face amount of Senior Unsecured Notes in fiscal 2008;
	•		A gain of $8.8 million resulting from LIFO accounting adjustments due to the liquidation of certain LIFO layers and changes in inventory markdowns during fiscal 2008;
	•		Other unusual items which occurred in fiscal 2008 resulting in a net gain of $0.9 million; and
	•		The challenging economic conditions discussed above, which impacted each of our operating groups.

A summary of the operating results of each of our operating groups for fiscal 2008 compared to the twelve months ended February 2, 2008 are discussed below:

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

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

U.S. Revolving Credit Agreement

     On August 15, 2008, we entered into the U.S. Revolving Credit Agreement by amending and restating the Prior Credit Agreement. The U.S. Revolving Credit Agreement provides for a revolving credit facility of up to $175 million which may be used to refinance existing funded debt, to fund working capital, to fund future acquisitions and for general corporate purposes. The U.S. Revolving Credit Agreement is scheduled to mature on August 15, 2013, unless we do not refinance or pay in full the Senior Unsecured Notes on or prior to November 16, 2010 in which case the U.S. Revolving Credit Agreement will mature in December 2010. The Prior Credit Agreement provided for a revolving credit facility of up to $280 million and was scheduled to mature in July 2009. See Note 5 to our consolidated financial statements and “Liquidity and Capital Resources” included in this report for further information regarding our U.S. Revolving Credit Agreement including limitations on the borrowing base, interest rates on advances, security for the facility, and financial, affirmative and negative covenants.

Repurchase of Senior Unsecured Notes

     In the fourth quarter of fiscal 2008, we repurchased a face amount of approximately $33.2 million of outstanding Senior Unsecured Notes in open market transactions for $25.0 million. The repurchase of the Senior Unsecured Notes and related write-off of approximately $0.4 million of deferred financing costs associated with the Senior Unsecured Notes resulted in a gain of approximately $7.8 million. We may repurchase additional Senior Unsecured Notes in open market purchases, privately negotiated transactions or otherwise in the future depending upon the prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Accelerated Share Repurchase Program

     On November 8, 2007, we entered into a $60 million accelerated share repurchase agreement with Bank of America, N.A., an unrelated third party. On that date, we made a payment of $60 million to Bank of America that was funded by borrowings under our Prior Credit Agreement. Bank of America made an initial delivery to us of approximately 1.9 million shares during November 2007 and a final delivery of approximately 0.6 million shares during May 2008 upon completion of the program. Pursuant to the accelerated share repurchase program we acquired an aggregate of approximately 2.5 million shares at a price of $24.03 per share. The accelerated share repurchase agreement is complete and no additional shares will be received pursuant to the program.

RESULTS OF OPERATIONS

     The following tables set forth the specified line items in our consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The tables also set forth the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as statement of operations classification of certain expenses may vary by company.

										% Change
										Between
										Fiscal 2008
										and Twelve				Eight-month								% Change
						Twelve Months				Months				Transition								Between
						Ended				Ended				Period Ended				Eight Months				Eight
						February 2,				February 2,				February 2,				Ended February				Month
		Fiscal 2008				2008				2008				2008				2, 2007				Periods
						(Unaudited)												(Unaudited)
Net sales		$	947,516			$	1,085,261				(12.7	)%		$	695,798			$	739,489				(5.9	)%
Cost of goods sold			551,045				647,415				(14.9	)%			420,038				453,794				(7.4	)%
Gross profit			396,471				437,846				(9.4	)%			275,760				285,695				(3.5	)%
SG&A			358,071				366,511				(2.3	)%			244,033				234,951				3.9	%
Amortization of intangible assets			2,903				5,434				(46.6	)%			3,184				4,198				(24.2	)%
Impairment of goodwill and intangible assets			314,813				—				100.0	%			—				—				0.0	%
Royalties and other operating income			17,294				19,759				(12.5	)%			12,451				9,637				29.2	%
Operating income (loss)			(262,022	)			85,660				(405.9	)%			40,994				56,183				(27.0	)%
Gain on repurchase of Senior Unsecured Notes			7,767				—				100.0	%			—				—				0.0	%
Interest expense, net			23,702				22,351				6.0	%			15,302				15,169				0.9	%
Earnings (loss) before income taxes			(277,957	)			63,309				(539.0	)%			25,692				41,014				(37.4	)%
Income taxes			(12,145	)			17,899				(167.9	)%			6,477				14,892				(56.5	)%
Net earnings (loss) from continuing operations			(265,812	)			45,410				(685.4	)%			19,215				26,122				(26.4	)%
Earnings (loss) from discontinued operations, net of taxes			—				—				0.0	%			—				(183	)			(100.0	)
Net earnings (loss)		$	(265,812	)		$	45,410				(685.4	)%		$	19,215			$	25,939				(25.9	)%

										% of Net Sales
										Eight-month
										Transition
						Twelve				Period				Eight Months
						Months Ended				Ended				Ended
						February 2,				February 2,				February 2,
		Fiscal 2008				2008				2008				2007
						(Unaudited)								(Unaudited)
Net sales			100.0	%			100.0	%			100.0	%			100.0	%
Cost of goods sold			58.2	%			59.7	%			60.4	%			61.4	%
Gross profit			41.8	%			40.3	%			39.6	%			38.6	%
SG&A			37.8	%			33.8	%			35.1	%			31.8	%
Amortization of intangible assets			0.3	%			0.5	%			0.5	%			0.6	%
Impairment of goodwill, intangible assets and investment in joint venture			33.2	%			0.0	%			0.0	%			0.0	%
Royalties and other operating income			1.8	%			1.8	%			1.8	%			1.3	%
Operating income (loss)			(27.7	)%			7.9	%			5.9	%			7.6	%
Gain on repurchase of Senior Unsecured Notes			0.8	%			0.0	%			0.0	%			0.0	%
Interest expense, net			2.5	%			2.1	%			2.2	%			2.1	%
Earnings (loss) before income taxes			(29.3	)%			5.8	%			3.7	%			5.5	%
Income taxes			(1.3	)%			1.6	%			0.9	%			2.0	%
Net earnings (loss) from continuing operations			(28.1	)%			4.2	%			2.8	%			3.5	%
Earnings (loss) from discontinued operations, net of taxes			0.0	%			0.0	%			0.0	%			0.0	%
Net earnings (loss)			(28.1	)%			4.2	%			2.8	%			3.5	%

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

OPERATING GROUPS

     Our business is operated through our four operating groups: Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. The leader of each operating group reports directly to our Chief Executive Officer.

     Tommy Bahama designs, sources and markets collections of men’s and women’s sportswear and related products. Tommy Bahama products can be found in our owned and licensed Tommy Bahama retail stores and on our e-commerce website as well as in certain department stores and independent specialty stores throughout the United States. The target consumers of Tommy Bahama are affluent 35 and older men and women who embrace a relaxed and casual approach to daily living. We also license the Tommy Bahama name for a wide variety of product categories and operate Tommy Bahama restaurants.

     Ben Sherman is a London-based designer, marketer and distributor of branded sportswear and footwear. Ben Sherman was established in 1963 as an edgy, young men’s, “Mod”-inspired shirt brand and has evolved into a British lifestyle brand of apparel and footwear targeted at youthful-thinking men and women ages 19 to 35 throughout the world. We offer a full Ben Sherman sportswear collection as well as tailored clothing, footwear and accessories. Our Ben Sherman products can be found in certain department stores and a variety of independent specialty stores, as well as in our owned and licensed Ben Sherman retail stores and on our e-commerce websites. We also license the Ben Sherman name for various product categories.

     Lanier Clothes designs and markets branded and private label men’s suits, sportcoats, suit separates and dress slacks across a wide range of price points. Certain Lanier Clothes products are sold using trademarks licensed to us by third parties, including Kenneth Cole, Dockers, and Geoffrey Beene. We also offer tailored clothing products under the Arnold Brant and Billy London trademarks, both of which are brands owned by us. In addition to our branded businesses, we design and source certain private label tailored clothing products. Significant private label brands include Stafford, Alfani, Tasso Elba and Lands’ End. Our Lanier Clothes products are sold to national chains, department stores, mass merchants, specialty stores, specialty catalog retailers and discount retailers throughout the United States.

     Oxford Apparel produces branded and private label dress shirts, suited separates, sport shirts, casual slacks, outerwear, sweaters, jeans, swimwear, westernwear and golf apparel. We design and source certain private label programs for several customers, including programs for Men’s Wearhouse, Lands’ End, Target, Macy’s and Sears. Significant owned brands of Oxford Apparel include Oxford Golf, Ely, Cattleman and Cumberland Outfitters. Oxford Apparel also owns a two-thirds interest in the entity that owns the Hathaway trademark in the United States and several other countries. Additionally, Oxford Apparel also licenses from third parties the right to use certain

trademarks including Dockers and United States Polo Association for certain apparel products. Our Oxford Apparel products are sold to a variety of department stores, mass merchants, specialty catalog retailers, discount retailers, specialty stores, “green grass” golf merchants and Internet retailers throughout the United States.

     Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, LIFO inventory accounting adjustments and other costs that are not allocated to the operating groups. LIFO inventory calculations are made on a legal entity basis which does not correspond to our operating group definitions, as portions of Lanier Clothes and Oxford Apparel are on the LIFO basis of accounting. Therefore, LIFO inventory accounting adjustments are not allocated to operating groups.

     The tables below present certain information about our operating groups (in thousands):

						Twelve Months Ended				Percent
		Fiscal 2008				February 2, 2008				Change
		(Unaudited)
Net Sales
Tommy Bahama		$	421,687			$	462,895				(8.9	)%
Ben Sherman			133,522				158,927				(16.0	)%
Lanier Clothes			135,581				160,705				(15.6	)%
Oxford Apparel			257,125				300,747				(14.5	)%
Corporate and Other			(399	)			1,987				(120.1	)%
Total		$	947,516			$	1,085,261				(12.7	)%

						Twelve Months Ended
		Fiscal 2008				February 2, 2008
						(Unaudited)
Operating Income (loss)
Tommy Bahama		$	(173,448	)		$	75,834
Ben Sherman			(84,988	)			8,495
Lanier Clothes			(8,283	)			(130	)
Oxford Apparel			11,627				20,614
Corporate and Other			(6,930	)			(19,153	)
Total		$	(262,022	)		$	85,660

																						Percent
		Eight-month																				Change
		Transition				Eight Months				Percent												Between
		Period Ended				Ended				Change												Fiscal 2007
		February 2,				February 2,				Between Eight				Fiscal				Fiscal				and Fiscal
		2008				2007				Month Periods				2007				2006				2006
		(Unaudited)
Net Sales
Tommy Bahama		$	284,611			$	286,837				(0.8	)%		$	465,121			$	409,141				13.7	%
Ben Sherman			101,578				99,469				2.1	%			156,773				166,606				(5.9	)%
Lanier Clothes			107,457				111,910				(4.0	)%			165,159				180,411				(8.5	)%
Oxford Apparel			201,301				239,862				(16.1	)%			339,309				352,932				(3.9	)%
Corporate and Other			851				1,411				(39.7	)			2,545				26			NM
Total		$	695,798			$	739,489				(5.9	)%		$	1,128,907			$	1,109,116				1.8	%

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

     For more details on each of our operating groups, see Note 10 of our consolidated financial statements contained in this report.

FISCAL 2008 COMPARED TO TWELVE MONTHS ENDED FEBRUARY 2, 2008

     The discussion below compares our operating results for the twelve months of fiscal 2008 to the twelve months ended February 2, 2008. Each percentage change provided below reflects the change between these periods unless indicated otherwise.

     Net sales decreased $137.7 million, or 12.7%, in fiscal 2008 compared to the twelve months ended February 2, 2008 primarily as a result of the changes discussed below.

     Tommy Bahama’s net sales decreased $41.2 million, or 8.9%. The decrease was primarily due to a reduction in net sales at wholesale and in our existing owned retail stores resulting from the difficult retail environment. This decrease in wholesale sales and existing store retail sales was partially offset by increased retail sales at our retail stores opened after February 3, 2007, which was the first day of the twelve months ended February 2, 2008, and sales on Tommy Bahama’s e-commerce website which commenced in October 2007. Unit sales decreased 13.6% due to the difficult retail environment. The average selling price per unit increased by 4.3%, as sales at our retail stores and our e-commerce sales, both of which have higher sales prices than wholesale sales, represented a greater proportion of total Tommy Bahama sales.

     Ben Sherman’s net sales decreased $25.4 million, or 16.0%. The decrease in net sales was primarily due to lower sales in our United Kingdom and United States wholesale businesses. The lower sales in the United Kingdom were primarily due to (1) the impact of the 10% reduction in the average exchange rate value of the British pound versus the United States dollar in fiscal 2008 compared to the twelve months ended February 2, 2008, (2) our exit from certain lower tier customer accounts in both apparel and footwear in late 2007 and early 2008 as part of our efforts to reposition the brand in the United Kingdom and (3) the impact of the current economic environment. The decrease in our United States wholesale business was partially due to reduced off-price sales in fiscal 2008 and our exit from the Evisu apparel business during calendar year 2007. These declines in our United Kingdom and United States wholesale businesses were partially offset by increased sales at our own retail stores and increased sales in markets outside of the United Kingdom and United States. During fiscal 2008, unit sales for Ben Sherman declined by 10.7% due primarily to the decline in the United Kingdom and United States wholesale businesses. The average selling price per unit decreased 5.9%, resulting primarily from the impact of the weaker British pound which was partially offset by a larger percentage of total Ben Sherman sales being sales at our own retail stores.

     Lanier Clothes’ net sales decreased $25.1 million, or 15.6%. The decrease was primarily due to (1) the weak demand in the tailored clothing market, (2) the general economic conditions, (3) the winding down of the O Oscar and Nautica licensed businesses and (4) the restructuring of the Arnold Brant business in fiscal 2008. These factors

resulted in a decrease in unit sales of 11.9% and a decrease in the average selling price per unit of 4.2% during fiscal 2008.

     Oxford Apparel’s net sales decreased $43.6 million, or 14.5%. The decrease in net sales was generally anticipated in connection with our strategy to focus on key product categories and exit underperforming lines of business, but was also impacted by the difficult economic conditions. Unit sales decreased by 13.6% as a result of our exit from certain lines of business and economic conditions, and the average selling price per unit decreased by 1.0% due to changes in product mix.

     Gross profit decreased $41.4 million, or 9.4%, in fiscal 2008. The decrease was primarily due to lower sales in each operating group, as described above. Gross margins increased to 41.8% of net sales during fiscal 2008 from 40.3% in the twelve months ended February 2, 2008. The increase in gross margin percentage was primarily due to the impact of $8.8 million of income related to LIFO accounting adjustments in fiscal 2008 compared to charges of $1.5 million in the twelve months ended February 2, 2008, as well as sales through our direct to consumer businesses being a larger portion of the total sales mix. Our gross profit may not be directly comparable to those of our competitors, as statement of operations classifications of certain expenses may vary by company.

     SG&A decreased $8.4 million, or 2.3%, in fiscal 2008. SG&A was 37.8% of net sales in fiscal 2008 compared to 33.8% in the twelve months ended February 2, 2008. The decrease in SG&A was primarily due to reductions in overhead, including employment costs, in each operating group in fiscal 2008, the impact of the 10% reduction in the average value of the British pound versus the United States dollar and the resolution of a contingent liability during fiscal 2008. These reductions were partially offset by expenses associated with operating additional Tommy Bahama retail stores in fiscal 2008 and certain restructuring charges incurred in fiscal 2008. The increase in SG&A as a percentage of net sales was due to the reduction in net sales, as discussed above, which were not offset by equivalent reductions in SG&A.

     Amortization of intangible assets decreased $2.5 million, to $2.9 million in fiscal 2008. The decrease was the result of amortization typically being greater in the earlier periods following an acquisition. Amortization of intangible assets is expected to be approximately $1.2 million in fiscal 2009.

     Impairment of goodwill, intangible assets and investments in joint ventures, was $314.8 million in fiscal 2008 with no such impairment charges in the twelve months ended February 2, 2008. The non-cash impairment charges in fiscal 2008 included (1) goodwill impairment charges in Tommy Bahama, Ben Sherman and Oxford Apparel of $204.5 million, $37.7 million and $1.8 million, respectively, (2) trademark and other intangible asset impairment charges in Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel of $17.1 million, $46.1 million, $2.2 million and $1.1 million, respectively, and (3) an impairment charge related to an Oxford Apparel investment in a joint venture of $4.4 million.

     Royalties and other operating income decreased $2.5 million, or 12.5%, in fiscal 2008. The decrease was primarily due to the twelve months ended February 2, 2008 including a $2.0 million gain related to the sale of our Monroe, Georgia facility by Oxford Apparel and the impact of foreign currency exchange rates related to Ben Sherman’s royalty income. The decrease was partially offset by the sale of a trademark in the second quarter of fiscal 2008.

     Operating income (loss) decreased from operating income of $85.7 million in the twelve months ended February 2, 2008 to an operating loss of $262.0 million in fiscal 2008. The $347.7 million decrease in operating results in fiscal 2008 was primarily due to $314.8 million of goodwill, intangible asset and joint venture impairment charges discussed above as well as the changes for each operating group discussed below.

     Tommy Bahama’s operating income (loss) decreased $249.3 million. The decrease was primarily due to the $221.6 million impairment charge related to goodwill and intangible assets, a $0.4 million charge for impairment of property, plant and equipment and $0.5 million of restructuring charges in fiscal 2008. Excluding the impact of these items, the decrease for Tommy Bahama was primarily due to reduced sales as a result of the difficult economic conditions, as discussed above, and higher SG&A due to the operation of additional retail stores.

     Ben Sherman’s operating income (loss) decreased $93.5 million. The decrease was primarily due to the $83.8 million of impairment charges related to goodwill and intangible assets and $0.5 million of restructuring charges recognized in fiscal 2008. Excluding the impact of these items the decrease for Ben Sherman was primarily due to lower sales in our United Kingdom and United States wholesale businesses, as discussed above, partially offset by reduced SG&A.

     Lanier Clothes’ operating loss declined $8.2 million. The increase in operating loss was primarily due to restructuring charges of approximately $7.4 million, non-cash impairment charges of $2.4 million, and other unusual items resulting in a charge of $0.3 million in fiscal 2008. The restructuring charges are primarily associated with our decision to exit from the Nautica and O Oscar licensed businesses and the restructuring of our Arnold Brant business. The restructuring charges include (1) costs associated with disposal of inventory, (2) license termination fees, (3) severance costs and (4) charges associated with certain office space. The impairment charge relates to the $2.2 million write-off of the Arnold Brant trademark as a result of the restructuring of that business and certain impairment charges totaling $0.2 million associated with property, plant and equipment. Excluding these items, the improved operating results were primarily due to the reduced overhead costs subsequent to the restructuring of certain of the Lanier Clothes’ businesses.

     Oxford Apparel’s operating income loss decreased $9.0 million. The decrease was primarily attributable to (1) the fiscal 2008 impairment charges of $7.3 million related to the Solitude trademark, the goodwill related to our Ely & Walker business and an investment in an unconsolidated joint venture, (2) fixed asset impairment charges of $0.9 million, (3) certain costs associated with exiting the Solitude business, (4) certain other restructuring charges totaling $0.8 million and (5) a $2.0 million gain recognized in the twelve months ended February 2, 2008 related to the sale of our Monroe, Georgia facility in April 2007. These items were partially offset by (1) a significant reduction in overhead costs in fiscal 2008 subsequent to the restructuring of certain of the Oxford Apparel businesses, (2) the resolution of a contingent liability and other unusual items resulting in a gain of $1.2 million in the second quarter of fiscal 2008 and (3) charges totaling $1.2 million associated with the sale of Oxford Apparel’s last owned manufacturing facility recognized in the twelve months ended February 2, 2008. Excluding these items, despite lower levels of sales as discussed above, fiscal 2008 operating income was comparable to operating income for the twelve months ended February 2, 2008 primarily as a result of efforts to reduce overhead costs.

     The Corporate and Other operating loss decreased $12.2 million. The decrease in the operating loss was primarily due to $8.8 million of income in fiscal 2008 and $1.5 million of charges in the twelve months ended February 2, 2008 related to LIFO accounting adjustments. Fiscal 2008 also reflects reduced employment costs partially offset by $1.2 million of restructuring charges consisting of severance and charges associated with certain leased office space. The twelve months ended February 2, 2008 included severance related restructuring charges of $2.0 million.

     Gain on repurchase of Senior Unsecured Notes was $7.8 million in fiscal 2008. This gain resulted from our repurchase of $33.2 million of face amount of our Senior Unsecured Notes for $25.0 million. There were no repurchases of Senior Unsecured Notes in the twelve months ended February 2, 2008.

     Interest expense, net increased $1.4 million, or 6.0%, in fiscal 2008. The increase in interest expense was primarily due to (1) the write off of $0.9 million of unamortized financing costs as a result of entering into our U.S. Revolving Credit Agreement in August 2008, which amended and restated our Prior Credit Agreement and (2) a higher average debt outstanding during fiscal 2008. The higher average debt outstanding from our revolving credit facility was primarily a result of our borrowings to fund a $60 million accelerated share repurchase program entered into in November 2007 and our acquisition of Tommy Bahama’s third-party buying agent on February 1, 2008. The additional borrowings to fund these transactions were partially offset by positive cash flow from operating activities, reductions in working capital subsequent to February 2, 2008 and the lower debt levels resulting from our repurchase of Senior Unsecured Notes in the fourth quarter of fiscal 2008. The impact on interest expense of the higher average debt outstanding and the write off of unamortized financing costs were partially offset by lower interest rates in fiscal 2008 resulting from the current economic environment and the more favorable pricing structure under our U.S. Revolving Credit Agreement.

     Income Taxes were an effective rate benefit of 4% for fiscal 2008 and effective rate expense of 28% for the twelve months ended February 2, 2008. The rates for both periods were impacted by certain items which may not be present in future periods. The rate for fiscal 2008 reflects the non-deductibility of a significant portion of the

goodwill impairment charges recognized in fiscal 2008. The twelve months ended February 2, 2008 benefitted from the reversal of a deferred tax liability in association with a change in our assertion regarding our initial investment in a United Kingdom based subsidiary which is now considered permanently reinvested and a change in the enacted tax rate in the United Kingdom.

     Diluted net earnings (loss) per common share decreased to a loss of $17.00 in fiscal 2008 from income of $2.59 in the twelve months ended February 2, 2008. This change was primarily due to (1) the goodwill, intangible asset and investment in joint venture impairment charges in fiscal 2008, (2) the restructuring charges taken in fiscal 2008, (3) the sales declines resulting from the current economic conditions, each as discussed above and (4) the reduction in the weighted average shares outstanding during the period as a result of our receipt of approximately 1.9 million and 0.6 million shares of our common stock in November 2007 and May 2008, respectively in connection with our accelerated share repurchase program.

EIGHT-MONTH TRANSITION PERIOD ENDED FEBRUARY 2, 2008, COMPARED TO
EIGHT MONTHS ENDED FEBRUARY 2, 2007

     The discussion below compares our results of operations for the eight-month transition period ended February 2, 2008 to the eight months ended February 2, 2007. Each percentage change provided below reflects the change between these periods unless indicated otherwise.

     Net sales decreased $43.7 million, or 5.9%, in the eight-month transition period ended February 2, 2008 as a result of the changes discussed below.

     Tommy Bahama reported a decrease in net sales of $2.2 million, or 0.8%. The decrease was primarily due to a decrease in unit sales of 7.9% resulting from the difficult retail environment in the eight-month transition period ended February 2, 2008 at our own retail stores and our wholesale customers’ stores, particularly in Florida, California, Nevada and Arizona.

     These factors were partially offset by an increase in retail sales due to an increase in the the total number of Tommy Bahama retail stores subsequent to June 3, 2006, which was the first day of the eight months ended February 2, 2007, the launch of the Tommy Bahama e-commerce website in October 2007 and an increase in the average selling price per unit of 6.5%. The increase in the average selling price per unit was primarily due to our sales of Tommy Bahama products at our retail stores representing a larger portion, and wholesale sales representing a smaller portion, of total Tommy Bahama sales in the eight-month transition period ended February 2, 2008 as well as an increase in the average selling price per unit at wholesale.

     Ben Sherman reported an increase in net sales of $2.1 million, or 2.1%. The increase in net sales was primarily due to an increase in the average selling price per unit of 7.3%, resulting primarily from a 6% increase in the average exchange rate value for the United States dollar as compared to the British pound sterling and a larger percentage of total Ben Sherman sales being sales at our retail stores rather than wholesale sales during the eight-month transition period ended February 2, 2008. The increase in average selling price per unit was partially offset by a decrease in unit sales of 4.9%, primarily resulting from a unit sales decrease in the wholesale business of the Ben Sherman brand. The decline in unit volume in the Ben Sherman wholesale operations was primarily due to our continuing efforts to restrict distribution of Ben Sherman products in the United Kingdom and decrease inventory levels at retail as well as the termination of the Evisu denim distribution agreement in the United States during fiscal 2007.

     Lanier Clothes reported a decrease in net sales of $4.5 million, or 4.0%. The decrease was primarily due to a decline in the average selling price per unit of 10.9%, partially offset by a unit sales increase of 7.7%. The decrease in the average selling price per unit was primarily due to weak demand in the moderate tailored clothing market, particularly in the chain and department store channels of distribution.

     Oxford Apparel reported a decrease in net sales of $38.6 million, or 16.1%. The decrease was primarily due to a decrease in unit sales of 14.8% and a decrease in the average selling price per unit of 1.5%. The decreases in net sales and unit sales were anticipated in connection with the strategy we implemented in the latter part of fiscal 2007 to focus on key product categories and exit underperforming lines of business.

     Gross profit decreased 3.5% in the eight-month transition period ended February 2, 2008. The decrease was due to lower sales, as described above, partially offset by higher gross margins. Gross margins increased to 39.6% of net sales during the eight-month transition period ended February 2, 2008 from 38.6% during the eight months ended February 2, 2007. The increase was primarily due to the increased proportion of Tommy Bahama and Ben Sherman sales, which have higher gross margins than our other businesses. Our gross profit may not be directly comparable to those of our competitors, as income statement classifications of certain expenses may vary by company.

     SG&A increased 3.9% in the eight-month transition period ended February 2, 2008. SG&A was 35.1% of net sales in the eight-month transition period ended February 2, 2008 compared to 31.8% in the eight months ended February 2, 2007. The increase in SG&A was primarily due to the expenses associated with operating additional Tommy Bahama and Ben Sherman retail stores. These increases were partially offset by lower incentive compensation expense due to lower earnings and a decrease in SG&A in Oxford Apparel as a result of our strategy to focus on key products and exit underperforming lines of business, many of which had higher SG&A structures. The increase as a percentage of net sales was due to the reduction in net sales for the eight-month transition period ended February 2, 2008 compared to the eight months ended February 2, 2007, as discussed above, and the increase in total SG&A.

     Amortization of intangible assets decreased 24.2% in the eight-month transition period ended February 2, 2008. The change was primarily due to certain intangible assets acquired as part of our previous acquisitions, which generally have a greater amount of amortization in the earlier periods following the acquisition than in later periods.

     Royalties and other operating income increased 29.2% in the eight-month transition period ended February 2, 2008. The increase was primarily due to increased royalty income from the licensing of the Tommy Bahama and Ben Sherman brands.

     Operating income decreased 27.0% in the eight-month transition period ended February 2, 2008 due to the changes discussed below.

     Tommy Bahama reported a $5.7 million, or 13.0%, decrease in operating income in the eight-month transition period ended February 2, 2008. The net decrease was primarily due to lower net sales, as discussed above, and higher SG&A due to the additional Tommy Bahama retail stores. These items were partially offset by higher royalty income during the eight-month transition period ended February 2, 2008.

     Ben Sherman reported a $0.1 million, or 3.0%, increase in operating income in the eight-month transition period ended February 2, 2008. The net increase was primarily due to Ben Sherman’s increased retail sales, increased sales in our international markets outside of the United Kingdom and United States, and higher royalty income, partially offset by a decline in sales in our Ben Sherman wholesale business.

     Lanier Clothes reported a $4.4 million, or 93.3%, decrease in operating income in the eight-month transition period ended February 2, 2008. The net decrease was primarily due to lower net sales and lower gross margins caused by weak demand in the moderate tailored clothing market, particularly in the chain and department store channels of distribution.

     Oxford Apparel reported a $2.1 million, or 15.1%, decrease in operating income in the eight-month transition period ended February 2, 2008. The net decrease was primarily due to reduced net sales, as discussed above. We also incurred charges totaling $1.3 million during the eight-month transition period ended February 2, 2008 related to the disposal of a manufacturing facility in Honduras. These items were partially offset by reduced SG&A, as discussed above.

     The Corporate and Other operating loss increased 29.9% in the eight-month transition period ended February 2, 2008. The increase in the operating loss was primarily due to the impact of LIFO accounting adjustments in the two periods, the discontinuation of the fees we had been receiving for providing corporate administrative services to the purchaser of the assets of our former Womenswear Group pursuant to a transition services agreement and the closure of our internal trucking operation during the eight-month transition period ended February 2, 2008. This was partially offset by lower incentive compensation expense due to lower earnings in the current period.

     Interest expense, net increased 0.9% in the eight-month transition period ended February 2, 2008. The increase in interest expense was primarily due to a higher average debt outstanding, resulting from borrowings used to fund our accelerated share repurchase program, discussed above, partially offset by lower interest rates.

     Income taxes were at an effective tax rate of 25.2% for the eight-month transition period ended February 2, 2008, as compared to 36.3% for the eight months ended February 2, 2007. The decrease in the effective rate reflects (1) the impact on our deferred tax balances as a result of a change in the enacted tax rate in the United Kingdom, (2) the change, during the fourth quarter of fiscal 2007, in our assertion regarding our initial investment in a foreign subsidiary, which is now considered permanently reinvested and (3) the impact of the short fiscal year (due to the change in our fiscal year) on our estimated taxable income.

     Diluted earnings from continuing operations per common share decreased from $1.47 to $1.11, due to the changes in the operating results discussed above, partially offset by the reduction in the weighted average shares outstanding during the period as a result of our repurchase of approximately 1.9 million shares in November 2007, pursuant to our accelerated share repurchase program.

FISCAL 2007 COMPARED TO FISCAL 2006

     The discussion below compares our results of operations for fiscal 2007 to those in fiscal 2006. Each percentage change provided below reflects the change between these periods unless indicated otherwise.

     Net sales increased $19.8 million, or 1.8%, in fiscal 2007 as a result of the changes in sales discussed below.

     Tommy Bahama reported an increase in net sales of $56.0 million, or 13.7%. The increase was primarily due to an increase in unit sales of 16.6%, primarily due to growth in Tommy Bahama Relax^TM, Tommy Bahama Golf 18^TM and Tommy Bahama Swim^tm products and an increase in the total number of retail stores during fiscal 2006 and fiscal 2007. These factors were partially offset by a decrease in the average selling price per unit of 3.2%, primarily because our sales of Tommy Bahama products at wholesale grew faster than sales at retail.

     Ben Sherman reported a decrease in net sales of $9.8 million, or 5.9%. The decrease was primarily due to a decrease in unit sales of 13.5% resulting from a unit sales decline in the United Kingdom and the United States. This decline was primarily due to the weakness in the United Kingdom apparel market through much of fiscal 2007 and our efforts to restrict distribution of Ben Sherman products and decrease inventory levels at retail in the United States. This decrease in unit sales was partially offset by an increase in the average selling price per unit of 8.8%, which was primarily due to an 8.6% increase in the average exchange rate between the United States dollar and the British pound sterling.

     Lanier Clothes reported a decrease in net sales of $15.3 million, or 8.5%. The decrease was primarily due to a unit sales decrease of 8.5%, primarily due to sluggish demand in the tailored clothing market at retail, as well as our difficulty in forecasting demand for the combined operations of Macy’s following its merger with May Company, operational issues associated with shifts in sourcing to new locations and repositioning certain of our Lanier Clothes product lines.

     Oxford Apparel reported a decrease in net sales of $13.6 million, or 3.9%. The decrease was primarily due to a decrease in the average selling price per unit of 8.0%. This decrease was due to product mix, including an increase in the percentage of sales on an FOB Foreign Port basis, which generally have lower selling prices, and the exit from certain lines of business. The decrease in the selling price per unit was partially offset by an increase of 4.5% in unit sales, primarily due to new programs in fiscal 2007, including sales of Hathaway branded products.

     Gross profit increased 3.7% in fiscal 2007. The increase was due to higher sales, as described above, and higher gross margins. Gross margins increased from 38.9% during fiscal 2006 to 39.7% during fiscal 2007. The increase was primarily due to the increased sales of Tommy Bahama, which has higher gross margins, and decreased sales in the other operating groups. Additionally, we incurred approximately $2.2 million of costs and plant operating losses related to the closure of manufacturing facilities by Oxford Apparel and Lanier Clothes in fiscal 2006.

     Our gross profit may not be directly comparable to those of our competitors, as income statement classifications of certain expenses may vary by company.

     SG&A increased 5.3% in fiscal 2007. SG&A was 31.6% of net sales in fiscal 2007, compared to 30.6% in fiscal 2006. The increase in SG&A was primarily due to the expenses associated with opening new Tommy Bahama retail stores and the increase in the average currency exchange rate related to our Ben Sherman business in the United Kingdom due to the weaker British pound. Additionally, in fiscal 2007, we recognized approximately $3.3 million in severance costs in Oxford Apparel, Lanier Clothes and Corporate and Other, and in fiscal 2006 we recognized approximately $1.2 million of restructuring costs primarily related to the consolidation of certain support functions in Oxford Apparel.

     Amortization of intangible assets decreased 16.2% in fiscal 2007. The change was primarily due to certain intangible assets acquired as part of our previous acquisitions, which generally have a greater amount of amortization in the earlier periods following the acquisition than in later periods.

     Royalties and other operating income increased 25.2% in fiscal 2007. The increase was primarily due to our share of equity income received from an unconsolidated entity that owns the Hathaway trademark in the United States and several other countries, which was acquired in the first quarter of fiscal 2007, and a pre-tax gain of $2.0 million on the sale of our Monroe, Georgia facility in fiscal 2007.

     Operating income increased 2.8% in fiscal 2007, due to the changes discussed below.

     Tommy Bahama reported a $10.0 million, or 14.0%, increase in operating income in fiscal 2007. The net increase was primarily due to higher net sales, as discussed above, and a decrease in amortization of intangible assets. This was partially offset by higher SG&A, due to the additional Tommy Bahama retail stores opened during fiscal 2007.

     Ben Sherman reported a $2.0 million, or 18.9%, decrease in operating income in fiscal 2007. The net decrease was primarily due to the decrease in sales and operating income in the United Kingdom and United States markets which was partially offset by the improved results from our operations in other international markets and the positive impact of foreign currency exchange rates on our earnings from the United Kingdom.

     Lanier Clothes reported a $13.2 million, or 75.7%, decrease in operating income in fiscal 2007. The net decrease was primarily due to the sluggish demand in the tailored clothing market and challenging conditions, as discussed above, that resulted in decreased sales and gross margins which included higher inventory markdowns and allowances, during fiscal 2007. In fiscal 2007, Lanier Clothes incurred approximately $0.9 million in severance costs, and in fiscal 2006 Lanier Clothes incurred approximately $1.2 million of costs and operating losses related to the closure of a manufacturing facility in Honduras.

     Oxford Apparel reported a $8.2 million, or 56.3%, increase in operating income in fiscal 2007. The net increase was primarily due to reduced SG&A resulting from our exit from certain lines of business and a reduction of associated infrastructure, increased equity income from the unconsolidated entity that owns the Hathaway trademark, and a pre-tax gain of $2.0 million from the sale of our Monroe, Georgia facility. These items were partially offset by the impact of the reduced sales as discussed above. Additionally, in fiscal 2007, we incurred approximately $1.0 million of severance costs in Oxford Apparel, and in fiscal 2006 we recognized approximately $2.2 million of costs related to the closure of manufacturing facilities and the consolidation of certain Oxford Apparel support functions.

     The Corporate and Other operating loss increased 2.1% in fiscal 2007. The increase in the operating loss was primarily due to severance costs, partially offset by payments we received for certain corporate administrative services we provided to the purchaser of the assets of our former Womenswear Group pursuant to a transition services agreement during fiscal 2007.

     Interest expense, net decreased 7.3% in fiscal 2007. The decrease in interest expense was due to lower levels of debt during fiscal 2007, partially offset by higher effective interest rates in fiscal 2007.

     Income taxes were at an effective tax rate of 33.5% for fiscal 2007, as compared to 30.9% for fiscal 2006. The fiscal 2006 effective tax rate benefited from the impact of the repatriation of earnings of certain of our foreign subsidiaries and changes in certain contingency reserves. The fiscal 2007 effective tax rate benefited from the reversal of a deferred tax liability associated with a change in our assertion regarding our initial investment in a foreign subsidiary, which is now considered permanently reinvested, partially offset by a change in certain contingency reserves and other adjustments to tax balances arising in prior years.

     Discontinued operations resulted from the disposition of our former Womenswear Group operations on June 2, 2006, leading to all Womenswear Group operations being reclassified to discontinued operations for all periods presented. The decrease in earnings from discontinued operations was primarily due to fiscal 2006 including the full operations and the gain on sale of the Womenswear Group, while fiscal 2007 only included incidental items related to the Womenswear Group.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     Our primary source of revenue and cash flow is our operating activities in the United States and, to a lesser extent, the United Kingdom. When cash inflows are less than cash outflows, subject to their terms, we also have access to amounts under our U.S. Revolving Credit Agreement and U.K. Revolving Credit Agreement, each of which is described below. We may seek to finance future capital investment programs through various methods, including, but not limited to, cash flow from operations, borrowings under our current or additional credit facilities and sales of debt or equity securities.

     Our liquidity requirements arise from the funding of our working capital needs, which include inventory, other operating expenses and accounts receivable, funding of capital expenditures, payment of quarterly dividends, periodic interest payments related to our financing arrangements, repayment of our indebtedness and acquisitions, if any. Our product purchases are often facilitated by trade letters of credit which are drawn against our lines of credit at the time of shipment of the products and which reduce the amounts available under our lines of credit when issued.

     The table below provides summary cash flow information (in thousands).

						Twelve Months
		Fiscal				Ended February 2,
		2008				2008
						(Unaudited)
Net cash provided by operating activities		$	90,363			$	66,982
Net cash used in investing activities			(21,239	)			(87,014	)
Net cash provided by (used in) financing activities			(79,702	)			4,264