SEC Filing | Oxford Industries Inc.

FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended JUNE 2, 2000 ------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ----------------- -------------- Commission file number 1-4365 OXFORD INDUSTRIES, INC. -------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Georgia 58-0831862 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 659-2424 -------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which registered Common Stock, $1 par value New York Stock Exchange -------------------------- ------------------------- Securities registered pursuant to Section 12(g) of the Act: NONE -------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by nonaffiliates of the Registrant: As of August 16, 2000, the aggregate market value of the voting stock held by nonaffiliates of the Registrant (based upon the closing price for the common stock on the New York Stock Exchange on that date) was approximately $90,496,548. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the last practicable date. Number of shares outstanding Title of each class as of August 16, 2000 Common Stock, $1 par value 7,623,715 - -------------------------- --------- Documents Incorporated by Reference - ------------------------------------ (1) Sections of 2000 Annual Report to Stockholders (Incorporated in Parts II and IV of this Report). (2) Sections of Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days after June 2, 2000. (Incorporated in Part III of this Report). PART I ------ Item 1. Business. - ------------------ BUSINESS AND PRODUCTS Introduction and Background Oxford Industries, Inc. (the "Company") was incorporated under the laws of the State of Georgia as Oxford Manufacturing Company, Inc. on April 27, 1960. In 1967, its name was changed to Oxford Industries, Inc. Its principal office is in Atlanta, Georgia. The Company's primary business is the design, manufacture, marketing and sale of consumer apparel products in the popular to better price ranges. Substantially all of the Company's distribution facilities, offices and customers are located in the United States. Company-owned manufacturing facilities are located in the southeastern United States, Mexico, the Caribbean, Central America and Asia. The Company is organized into four operating groups that reflect four major product lines. The operating groups are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks and the Oxford Womenswear Group. The Oxford Shirt Group operations encompass dress shirts, sport shirts, golf wear and a broad range of men's and boys' sportswear. Lanier Clothes produces suits, sportcoats, suit separates and dress slacks. Oxford Slacks is a producer of private label dress and casual slacks and shorts. The Oxford Womenswear Group is a producer of budget and moderate priced private label women's apparel. DISTRIBUTION The Company's customers include national and regional chain stores, mail order and catalog firms, discount stores, department stores and chain and independent specialty stores. Customer Distribution Analysis June 2, May 28, May 29, 2000 1999 1998 Total Sales % Total Sales % Total Sales % Customers Customers Customers --------- ------- --------- ------- --------- ------- Top 50 50 92.43% 50 92.86% 50 91.67% All Other 6,676 7.57% 4,952 7.14% 4,187 8.33% ----- ----- ----- ------ ----- ------ Total 6,726 100% 5,002 100% 4,237 100% Several product lines are designed and manufactured in anticipation of orders for sale to department and specialty stores and certain specialty chain and mail order customers. The Company must make commitments for fabric and production in connection with these lines. In the case of imports, these commitments can be up to several months prior to the receipt of firm orders from customers. These lines include both popular and better price merchandise sold under brand and designer names or customers' private labels. The Company works closely with many customers to develop large volume product programs prior to commencement of production, enabling the Company to take advantage of relative efficiencies in planning, raw materials purchasing and utilization of production facilities. Products sold under these programs are in the popular price range and usually carry the customers' trademarks, although the Company offers some branded and designer programs for this customer market. The Company employs a sales force consisting of salaried and commissioned sales employees and independent commissioned sales representatives. Apparel sales offices and showrooms are maintained by the Company in Atlanta, New York, Hong Kong and Dallas. Other showrooms are maintained by independent commissioned sales representatives. A majority of the Company's business is conducted by direct contacts between the Company's salaried executives and buyers and other executives of the Company's customers. MANUFACTURING, RAW MATERIALS AND SOURCES OF SUPPLY Manufacturing and Raw Materials Apparel products are manufactured from cotton, linen, wool, silk, other natural fibers, synthetics and blends of these materials. Materials used by the Company in its manufacturing operations are purchased from numerous domestic and foreign textile mills and converters in the form of woven or knitted finished fabrics. Buttons, zippers, thread and other trim items are purchased from both domestic and foreign suppliers. The Company's manufacturing facilities perform cutting, sewing and related operations to produce finished apparel products from these materials. At the end of the 2000 fiscal year, domestic production for the Company accounted for approximately 11% of the Company's business, of which approximately 1% came from the Company's United States manufacturing facilities, and approximately 10% came from United States contractors. The Company also purchases fabric and places it with domestic and foreign independent contractors for production of goods conforming to the Company's patterns, specifications and quality standards. The Company imports finished apparel products meeting its quality standards from suppliers in the Caribbean, Central America, the Far East and other areas. Imported goods are generally manufactured according to designs and specifications furnished or approved in advance of production by the Company. In order to place orders and monitor production, the Company maintains buying offices in Hong Kong and Singapore. The Company also retains unaffiliated buying agents in several other countries. The Company also manufactures in its own facilities in Mexico, the Dominican Republic, Costa Rica, Honduras, and the Philippines. Sources of Supply The Company regards its domestic and foreign sources of raw materials, finished goods and outside production as adequate and is not dependent on any single source or contractor. No single supplier or contractor accounts for a material portion of the Company's purchases or business. Alternative competitive sources are available, and the Company does not anticipate significant difficulty in meeting its supply and outside production requirements. There are occasions, however, where the Company is unable to take customer orders on short notice because of the minimum lead time required to produce a garment that is acceptable to the customer in regards to cost, quantity, quality and service. The Company's import business could be adversely affected by currency exchange fluctuations, changes in United States import duties and trade restraints, political unrest in exporting countries, weather and natural disasters and other factors normally associated with imports. The Company believes it has diminished potential risks in its import business by placing import programs with suppliers in many different countries. The Company continues to expand assembly operations in Mexico to take greater advantage of incentives implicit in United States trade policy. TRADEMARKS, LICENSES AND PATENTS Trademarks Principal menswear trademarks owned by the Company are "Lanier Clothes" for men's suits and sportcoats, "Oxford Shirtings" for men's shirts, "Travelers Worsted" for mens suits, "Everpress" for men's slacks; "928" for young men's suited separates, and "Ely Cattleman" and "Plains" for men's western wear. Although the Company is not dependent on any single trademark, it believes its trademarks in the aggregate are of significant value to its business. The Company actively pursues the acquisition of significant brands and related businesses. Licenses The Company also has the right to use trademarks under license and design agreements with the trademarks' owners. Principal menswear trademarks the Company has the right to use are "Robert Stock" for men's suits, sport coats and dress slacks; "Oscar de la Renta" for men's suits, sport coats, vests, and dress and casual slacks; "Tommy Hilfiger" for men's dress shirts and Men's and Women's golf apparel; "Nautica" for men's tailored suits, sport coats and dress slacks; "Geoffrey Beene" for men's tailored suits, sport coats, vests and dress slacks; "Slates" for men's sportcoats and soft suitings; "Izod Club" for men's, women's and junior's golf apparel and "DKNY" for newborns, toddlers, girl's and boy's apparel. The above mentioned license and design agreements will expire at various dates through the Company's fiscal 2005 year. Many of the Company's licensing agreements are eligible for renewal to extend the licenses through various dates from the Company's fiscal 2002 through 2010 years. Although the Company is not dependent on any single license and design agreement, it believes its license and design agreements in the aggregate are of significant value to its business. Patents The Company owns several patents covering apparel manufacturing processes and devices, but competitive processes and devices are available to others, and these are not material to the Company's business. SEASONAL ASPECTS OF BUSINESS AND ORDER BACKLOG Seasonal Aspects of Business The Company's business is generally divided among four retail selling seasons: Spring, Summer, Fall and Holiday. Seasonal factors can cause some variance in production and sales levels among fiscal quarters in any fiscal year, but the Company does not regard its overall business as highly seasonal. Order Backlog As of June 2, 2000 and May 28, 1999, the Company had booked orders amounting to approximately $154,708,000 and $148,196,000, respectively, all of which will be shipped within six months after each such date. These numbers represent only store orders on hand and do not include private-label contract balances. A growing percentage of the Company's business consists of at-once EDI "Quick response" programs with large retailers. Replenishment shipments under these programs generally possess such an abbreviated order life as to exclude them from the order backlog completely. The Company therefore does not believe that this backlog information is indicative of sales to be expected for the following year. WORKING CAPITAL Working capital needs are affected primarily by inventory levels, outstanding receivables and trade payables. The Company had available for its use committed lines of credit with several lenders aggregating $52,000,000 at June 2, 2000, and May 28, 1999. These lines of credit are used by the Company to cover fluctuations in working capital needs. The Company had $52,000,000 outstanding under these lines of credit at the end of the both the fiscal 2000 and fiscal 1999 years, of which $40,000,000 was long-term. In addition, at the end of fiscal 2000, the Company had $231,500,000 in uncommitted lines of credit, of which $143,500,000 was reserved for the issuance of letters of credit. At June 2, 2000, $6,500,000 was outstanding under these lines of credit. At the end of fiscal 1999 the Company had $221,500,000 in uncommitted lines of credit, of which $123,500,000 was reserved for the issuance of letters of credit. At May 28, 1999 $21,000,000 was outstanding under these uncommitted lines of credit. The total amount of letters of credit outstanding totaled approximately $64,696,000 at the end of fiscal 2000, and approximately $63,142,000 at the end of fiscal 1999. The Company had cash of $8,625,000 and $11,077,000 at the end of the 2000 and 1999 fiscal years. The average interest rate on all short-term borrowings for the 2000 fiscal year was 6.7%. The Company anticipates continued use and availability of short-term borrowings as working capital needs may require. Inventory levels are affected by order backlog and anticipated sales. It is general practice of the Company to offer payment terms of net 30 to the majority of its customers, from date of shipment. The Company believes that its working capital requirements and financing resources are comparable with those of other major, financially sound apparel manufacturers. MAJOR CUSTOMERS The Company's ten largest customers accounted for approximately 74% of the Company's net sales in fiscal 2000 and approximately 72% in fiscal 1999. Wal-Mart accounted for 15% and 10% in the 2000 and 1999 fiscal years, respectively. Target accounted for 12% and 11% in the 2000 and 1999 fiscal years, respectively. Lands' End, Inc. accounted for 11% and 10% of net sales in the 2000 and 1999 fiscal years, respectively. JCPenney Company, Inc. accounted for 10% and 12% of net sales in the 2000 and 1999 fiscal years, respectively. The Company believes that its relationships with all of its major customers, including Wal- Mart, Target, Lands' End, Inc. and JCPenny Company are excellent. COMPETITION The Company's products are sold in a highly competitive domestic market in which numerous domestic and foreign manufacturers compete. No single manufacturer or small group of manufacturers dominates the apparel industry. The Company believes it is a major apparel manufacturing and marketing company, but there are other apparel firms with greater sales and financial resources. Competition within the apparel industry is based upon styling, marketing, price, quality, customer service and, with respect to branded and designer product lines, consumer recognition and preference. The Company believes it competes effectively with other members of its industry with regard to all of these factors. Successful competition in styling and marketing is related to the Company's ability to foresee changes and trends in fashion and consumer preference and to present appealing product programs to its customers. Successful competition in price, quality and customer service is related to its ability to maintain efficiency in production, sourcing and distribution. Growth in apparel imports and direct importing by retailers present competitive risks to domestic apparel manufacturing operations. The United States has implemented restrictive quotas on the importation of many classifications of textiles and textile products from certain countries and has adopted restrictive regulations governing textile and apparel imports. Through December of 1994, these restraints were permitted pursuant to the Multi-Fiber Arrangement (MFA), an international textile trade agreement to which the United States was a party. During the Uruguay Round of the General Agreement of Tariffs and Trade, the United States and other countries negotiated a successor agreement to the MFA known as the Agreement on Textiles and Clothing (ATC). The ATC became effective on January 1, 1995. The ATC requires that importing countries gradually phase out approximately half of the restrictive quotas on the importation of textiles and apparel products that were in place on December 31, 1994 over a ten year period. The remaining quotas are to be eliminated on January 1, 2005. However, the ATC allows importing countries such as the United States significant discretion in determining when during the ten year period quotas on particular products from particular countries will be eliminated. The United States has announced a plan that will keep quotas on the products deemed most sensitive to import competition in place until the later stages of the ten-year period. In addition, the ATC permits importing countries, under certain conditions, to impose new quotas on the importation of textile and apparel products during the ten-year phase out period. Thus, the extent to which the ATC will liberalize trade in textile and apparel products over the next five years is unclear. Reduced restrictions on the importation of textiles and textile products could negatively affect the competitiveness of the Company's sourcing activities in some countries, but could also positively affect its sourcing activities in other countries. On May 18, 2000, President Clinton signed into law the Trade and Development Act of 2000 ("TDA"). The effective date of the TDA is October 1, 2000. The TDA grants preferential trade status to garments produced in designated sub-Saharan African and Caribbean Basin nations. With limited exceptions, the benefits offered by the TDA are restricted to garments produced in the beneficiary countries from fabric and yarns produced in the United States. The Company owns no plants in sub-Saharan Africa and has limited sourcing operations in this region. The Company does not expect to benefit substantially from the sub-Saharan Africa provisions of the TDA. The Company owns seven plants in the Caribbean Basin and has extensive sourcing operations in this region. The degree to which the Company's operations in the Caribbean Basin will benefit from the TDA depends on whether the Company is able to source U.S. produced fabric that is globally competitive in terms of price, quality, styling and delivery. To the extent that the Company can purchase globally competitive fabrics from U.S. sources, the Company believes that its Caribbean Basin operations will benefit from the TDA. Another source of competition is the increasing use of buying offices by certain of the Company's customers and other retailers. These buying offices permit the retailer to source directly from (primarily) foreign manufacturers, by-passing intermediate apparel manufacturing companies. The Company is unable to quantify the effect of this trend on its sales and profits but believes that the use of buying offices adversely affects both. The Company believes that the relative price advantage to retailers of direct sourcing is offset to an extent by the Company's ownership of or long term relationships with foreign facilities and by services provided to its customers such as delivery flexibility, manufacturing expertise and supply chain management. EMPLOYEES As of June 2, 2000, the Company employed 9,758 persons, approximately 86% of whom were hourly and incentive paid production workers. The Company believes its employee relations are excellent. Item 2. Properties. - -------------------- At June 2, 2000 the Company operated a total of 16 production plants. Domestic plants, of which one plant is owned and one plant is leased, are located in Georgia and Mississippi. Foreign plants, of which four are owned and ten are leased, are located in Mexico, the Dominican Republic, Costa Rica, Honduras, and the Philippines. The Company also maintains separate warehousing and distribution facilities (in addition to space allocated for these purposes in or adjacent to manufacturing plants) in Arizona, Georgia, Mississippi, Tennessee and South Carolina. Certain of the manufacturing, warehousing and distribution facilities deemed owned by the Company are held pursuant to long-term capital leases or lease purchase agreements, some of which have been entered into by the Company in connection with industrial revenue bond financing arrangements. Under this type of financing, the facilities are subject to trust indentures or security agreements securing the interests of the bondholders. See Notes C and D in the Notes to Consolidated Financial Statements forming a part of the financial statements included under Item 8 of this Report. General offices are maintained in a facility owned by the Company in Atlanta, Georgia. The Company leases sales, purchasing and administrative offices in Atlanta, Dallas, Hong Kong, New York and Singapore. The Company owns substantially all of its machinery and equipment. Current facilities are adequately covered by insurance, generally well maintained and provide adequate production capacity for current and anticipated future operations. Item 3. Legal Proceedings. - --------------------------- Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. - ------------------------------------------------------------- Not applicable. Item 4A. Executive Officers of the Registrant. - ----------------------------------------------- Name Age Office Held - --------------------- ---- ------------------------- J. Hicks Lanier 60 Chairman of the Board, President and Chief Executive Officer Ben B. Blount, Jr 61 Executive Vice President -- Finance, Planning and Development and Chief Financial Officer L. Wayne Brantley 58 Group Vice President R. Larry Johnson 61 Group Vice President Knowlton J. O'Reilly 60 Group Vice President Robert C. Skinner, Jr. 46 Group Vice President Messrs. J. Hicks Lanier, Ben B. Blount, Jr. and Knowlton J. O'Reilly are also directors of the Company. The Board of Directors of the Company elects executive officers annually. Mr. J. Hicks Lanier has served as President of the Company since 1977. In 1981 he was elected as Chairman of the Board. Mr. Ben B. Blount, Jr. was Executive Vice President -- Planning and Development from 1986 - 1995. Mr. Blount was President of Kayser Roth Apparel, an apparel manufacturer and marketer, from 1982 to 1986. Prior to 1982 he was Group Vice President of the Company. In 1995 he was elected to serve in his present position as Executive Vice President of Finance, Planning and Administration and Chief Financial Officer. Mr. Knowlton J. O'Reilly has served as Group Vice President of the Company since 1978. Messrs. L. Wayne Brantley, R. Larry Johnson and Robert C. Skinner have served as Group Vice Presidents of the Company since 1997. PART II ------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - ------------------------------------------------------------ Incorporated by reference to the table presented under the heading "Common Stock Information" on page 31 of the Company's 2000 Annual Report to Stockholders (Exhibit 13 hereto). On August 16, 2000, there were 634 holders of record of the Company's common stock. Subsequent to year-end through August 16 2000, the Company repurchased 27,400 shares of its common stock. Item 6. Selected Financial Data. - --------------------------------- Incorporated by reference to page 18 of the Company's 2000 Annual Report to Stockholders (Exhibit 13 hereto). Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. - ---------------------------------------------------------- Incorporated by reference to page 19 through 22 of the Company's 2000 Annual Report to Stockholders (Exhibit 13 hereto). Item 8. Financial Statements and Supplementary Data. - ----------------------------------------------------- Financial statements, including selected quarterly financial data, are incorporated by reference to pages 23 through 31 of the Company's 2000 Annual Report to Stockholders (Exhibit 13 hereto). Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. - --------------------------------------------------------- Not applicable. PART III -------- Item 10. Directors and Executive Officers of the Registrant. - ------------------------------------------------------------- Information required by this item covering directors of the Company is incorporated by reference to the information presented under the heading "Election of Directors - Directors and Nominees" in the Company's Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days after June 2, 2000. Information required by this item covering executive officers of the Company is set forth under Item 4A of this Report. Item 11. Executive Compensation. - --------------------------------- Incorporated by reference to the information presented under the heading "Executive Compensation and Other Information" in the Company's Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days after June 2, 2000. Item 12. Security Ownership of Certain Beneficial Owners and Management. - ------------------------------------------------------------- Incorporated by reference to the information presented under the heading "Beneficial Ownership of Common Stock" in the Company's Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days after June 2, 2000. Item 13. Certain Relationships and Related Transactions. - --------------------------------------------------------- Incorporated by reference to the information presented under the heading "Executive Compensation and Other Information - Compensation Committee Interlocks and Insider Participation" in the Company's Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days after June 2, 2000. PART IV ------- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. - ----------------------------------------------------------------- (a) 1. Financial Statements -------------------- Included on pages 18 through 32 of the 2000 Annual Report to Stockholders (Exhibit 13 hereto) and incorporated by reference in this Form 10-K: Report of Independent Public Accountants. Consolidated Balance Sheets at June 2, 2000 and May 28, 1999 Consolidated Statements of Earnings for years ended June 2, 2000, May 28, 1999 and May 29, 1998. Consolidated Statements of Stockholders' Equity for years ended June 2, 2000, May 28, 1999 and May 29, 1998. Consolidated Statements of Cash Flows for years ended June 2, 2000, May 28, 1999 and May 29, 1998. Notes to Consolidated Financial Statements for years ended June 2, 2000, May 28, 1999 and May 29, 1998. 2. Financial Statement Schedules ----------------------------- Included herein: Report of Independent Public Accountants on Financial Statement Schedule. Schedule II - Valuation and Qualifying Accounts. 3. Exhibits -------- 3(a) Articles of Incorporation of the Company. Incorporated by reference to Exhibit 3(a) to the Company's Form 10-Q for the fiscal quarter ended August 29, 1997. 3(b) Bylaws of the Company. Incorporated by reference to Exhibit 3(b) to the Company's Form 10-K for the fiscal year ended May 28, 1999. 10(a) 1997 Stock Option Plan. Incorporated by reference to Exhibit A, "1997 Stock Option Plan", to the Company's Proxy Statement dated August 29, 1997. 10(b) 1997 Restricted Stock Plan. Incorporated by reference to Exhibit B, "1997 Restricted Stock Plan", to the Company's Proxy Statement dated August 29, 1997. 10(f) Management Incentive Bonus Program, as amended through June 1, 1991. Incorporated by reference to Exhibit 10(f) to the Company's Form 10-K for the fiscal year ended May 31, 1996. 10(h) 1992 Stock Option Plan. Incorporated by reference to Exhibit 10(h) to the Company's Form 10-Q for the fiscal quarter ended August 30, 1996. 10(i) Note Agreement between the Company and SunTrust Bank dated February 18, 2000 covering the Company's long-term note due August 18, 2001. Incorporated by reference to Exhibit 10(i) to the Company's Form 10-Q for the fiscal quarter ended February 25, 2000. 13 2000 Annual Report to Stockholders (furnished for the information of the Commission and not deemed "filed" or part of this Form 10-K except for those portions expressly incorporated herein by reference). 23 Consent of Arthur Andersen LLP 24 Powers of Attorney. 27 Financial Data Schedule. The Company agrees to file upon request of the Securities and Exchange Commission a copy of all agreements evidencing long-term debt of the Company and its subsidiaries omitted from this report pursuant to Item 601(b)(4)(iii) of Regulation S-K. Shareholders may obtain copies of Exhibits without charge upon written request to the Corporate Secretary, Oxford Industries, Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308. (b) No reports on Form 8-K were filed during the last quarter of the period covered by this report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Oxford Industries, Inc. /s/J. Hicks Lanier ---------------------------- J. Hicks Lanier Chairman and President Date: August 24, 2000 --------------- Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated. Signature Capacity Date - -------------------------- ----------------- -------- /s/J. Hicks Lanier 08/24/00 - -------------------------- President, Chief -------- J. Hicks Lanier Executive Officer and Director /s/Thomas Caldecot Chubb III Executive 08/24/00 - -------------------------- Vice President, -------- Ben B. Blount Jr.* Chief Financial Officer and Director /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- Cecil D. Conlee* /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- Thomas Gallagher* *by power of attorney /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- J. Reese Lanier* /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- Knowlton J. O'Reilly* /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- Clarence B. Rogers, Jr.* /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- Robert E. Shaw* /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- E. Jenner Wood* /s/Thomas Caldecot Chubb III Director 08/24/00 - -------------------------- -------- Helen B. Weeks* *by power of attorney REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE To Oxford Industries, Inc.: We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Oxford Industries, Inc.'s 2000 Annual Report to Stockholders incorporated by reference in this Form 10-K, and have issued our report thereon, dated July 14, 2000. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in Item 14(a)2 is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Atlanta, Georgia July 14, 2000 OXFORD INDUSTRIES, INC. AND SUBSIDIARIES ---------------------------------------- SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ------------------------------------------------- Column A Column B Column C Column D Column E - ---------------------- ---------- -------------------- ---------- -------- Additions Deductions Balance at Charged Balance Beginning to at End Description of Period Income Recoveries Write-Offs of Period - ---------------------- ---------- ---------- ---------- ---------- --------- Reserves for losses From accounts receivable: Year ended May 29, 1998 $2,800,000 $790,000 $76,000 $568,000 $3,098,000 ========== ========= ======== ======== ========== Year ended May 28, 1999 $3,098,000 $1,037,000 $41,000 $517,000 $3,659,000 ========== ========== ======= ========= ========== Year ended June 2, 2000 $3,659,000 ($200,000) $258,000 $354,000 $3,363,000 ========== ========== ======== ======== ==========

Exhibit 13 SELECTED FINANCIAL DATA FOR ANNUAL REPORT OXFORD INDUSTRIES, INC. Selected Financial Data $ and shares in thousands, except per share amounts Year Ended: JUNE 2, 2000 MAY 28, 2000 MAY 29, 2000 MAY 30, 1998 MAY 31, 1996 Net sales $839,533 $862,435 $774,518 $703,195 $664,443 Cost of goods sold 685,841 698,170 619,690 566,182 548,612 Selling, general and administrative expenses 112,056 116,284 111,041 100,691 101,617 Provision for environmental Remediation - - - - 4,500 Interest, net 3,827 4,713 3,421 4,114 6,057 Earnings before income taxes 37,809 43,268 40,366 32,208 3,657 Income taxes 14,368 16,875 15,743 12,561 1,463 Net earnings 23,441 26,393 24,623 19,647 2,194 Basic earnings per common Share 3.04 3.15 2.79 2.25 0.25 Basic number of shares outstanding 7,718 8,369 8,829 8,744 8,749 Diluted earnings per common Share 3.02 3.11 2.75 2.23 0.25 Diluted number of shares outstanding 7,751 8,477 8,957 8,816 8,838 Dividends 6,444 6,801 7,063 6,988 7,007 Dividends per share 0.84 0.82 0.80 0.80 0.80 Total assets 336,566 335,322 311,490 287,117 279,103 Long-term obligations 40,513 40,689 41,428 41,790 45,051 Stockholders' equity 164,314 154,351 159,769 141,517 128,959 Capital expenditures 5,927 7,063 8,801 7,622 8,192 Book value per share at year-end 21.48 19.46 18.11 16.12 14.65 Return on average stockholders' equity 14.7% 16.8% 16.3% 14.5% 1.7% Return on average total assets 7.0% 8.2% 8.2% 6.9% 0.7% MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth items in the Consolidated Statements of Earnings as a percent of net sales and the percentage change of those items as compared to the prior year. FY 2000 included a 14 week fourth quarter and the total year contained 53 weeks. FY 1999 and 1998 included a 13 week fourth quarter and both years contained 52 weeks. FISCAL YEARS PERCENT OF SALES PERCENT CHANGE 2000 1999 1998 99-00 98-99 Net Sales 100.0% 100.0% 100.0% -2.7% 11.4% Cost of Goods Sold 81.7% 81.0% 80.0% -1.8% 12.7% Gross Profit 18.3% 19.0% 20.0% -6.4% 6.1% Selling, general and administrative 13.3% 13.5% 14.3% -3.6% 4.7% Operating income 5.0% 5.6% 5.7% -13.2% 9.6% Interest, net 0.5% 0.5% 0.4% -18.8% 37.8% Earnings before income taxes 4.5% 5.0% 5.2% -12.6% 7.2% Income taxes 1.7% 2.0% 2.0% -14.9% 7.2% Net earnings 2.8% 3.1% 3.2% -11.2% 7.2% Segment Definition The Company's business segments are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks, the Oxford Womenswear Group and Corporate and Other. The Shirt Group operations encompass dress shirts, sport shirts, golf wear and a broad range of men and boy's sportswear. Lanier Clothes produces suits, sportcoats, suit separates and dress slacks. Oxford Slacks is a producer of private label dress and casual slacks and shorts. The Womenswear Group is a producer of a broad range of private label women's sportswear. Corporate and other includes the Company's corporate offices, transportation and logistics and other costs and services that are not allocated to operating groups. All data with respect to the Company's specific segments included within "Management's Discussion and Analysis" is presented before applicable intercompany eliminations. See Note K of Notes to Consolidated Financial Statements. Net Sales Percent Change $ in thousands 2000 1999 1998 99-00 98-99 Oxford Shirt Group $240,228 $313,171 $310,436 -23.3% 0.9% Lanier Clothes 174,805 173,924 163,166 0.5% 6.6% Oxford Slacks 99,880 100,516 117,763 -0.6% -14.6% Oxford Womenswear Group 324,352 271,786 179,920 19.3% 51.1% Corporate and Other 268 3,038 3,233 -91.2% -6.0% Total Net Sales $839,533 $862,435 $774,518 -2.7% 11.4% Operating Profit Percent Change $ in Thousands 2000 1999 1998 99-00 98-99 Oxford Shirt Group $ 13,313 $20,455 $20,929 -34.9% -2.3% Lanier Clothes 11,602 9,128 11,643 27.1% -21.6% Oxford Slacks 3,931 6,811 9,215 -42.3% -26.1% Oxford Womenswear Group 20,830 9,418 4,938 121.2% 90.7% Corporate and Other (8,040) 2,169 (2,938) NM NM Total Operating Profit $ 41,636 $47,981 $43,787 -13.2% 9.6% 2000 Compared to 1999 Total Company Net sales decreased 2.7% in 2000 from 1999. The decline was due to a 9.7% decline in average selling price per unit, offset by a 7.7% increase in the number of units shipped. Excluding the discontinued Polo for Boys division, net sales for the year increased 7.9%. Excluding Polo the increase was due to an 18.7% increase in the number of units shipped, offset by a 9.2% decline in the average sales price per unit. Cost of goods sold increased to 81.7% of net sales in 2000 from 81.0% in 1999. The discontinued Polo for Boys and the growth in the Company's womenswear business were primarily responsible for the shift in the sales mix toward lower margin products. The Company sourced 89.4% of its products offshore in 2000, compared to 85.4% in 1999. Selling, general and administrative expenses (SG&A) expressed as a percent of net sales declined from 13.5% to 13.3%. The discontinued Polo for Boys and the growth in the Company's womenswear business with its lower SG&A structure are primarily responsible for this decline. Interest expense expressed as a percent of net sales remained constant at 0.5% in 1999 and 2000. A decrease in weighted average borrowings was offset by higher weighted average interest rates. The Company's effective tax rate was 38.0% in 2000 and 39.0% in 1999 and did not differ significantly from the Company's statutory rates. Segment Results Oxford Shirt Group Net sales declined 23.3% to $240,228,000. The decline was principally the result of the loss of the Polo for Boys license. Excluding Polo for Boys, sales increased 4.7%. SG&A expenses declined in absolute terms, while increasing from 16.8% of net sales in 1999 to 18.0% in 2000. The decline in SG&A was due to the discontinuation of Polo for Boys offset by integration expenses for the new Izod Club division in the second and third quarters and start up costs for the new DKNY Kids business in the fourth quarter. Operating profit declined 34.9% to $13,313,000. During the second quarter the Company acquired substantially all of the Izod Club Golf assets and licensed the Izod Club name for men's, women's and junior golf apparel. The Izod Club lines will continue to be distributed through pro shops, resorts and golf specialty retailers. During the third quarter, the Company signed a licensing agreement with Donna Karan International to market DKNY Kids in the United States and Canada. The fall 2000 line will be shipped by the Company. Lanier Clothes The tailored clothing group posted a sales increase of 0.5%. An increase of 8.2% in the number of units shipped was offset by a 7.1% decline in the average selling price per unit. This change is due to a shift in product mix away from tailored suits toward dress slacks, sportscoats and suited separates. Operating profit increased 27.1% to $11,602,000, primarily due to improved gross margins. During the third quarter, the Company signed a licensing agreement with Levi Strauss & Co. to market a Slates collection of soft suitings, tailored components and sportscoats. The line will be introduced for Spring 2001 delivery. Oxford Slacks Oxford Slacks posted a 0.6% sales decline. A 3.4% decline in the average sales price per unit was partially offset by a 2.8% increase in the number of units shipped. Sourcing difficulties resulting from a quota situation in the Far East severely impacted profitability. Operating income declined 42.3% to $3,931,000. Oxford Womenswear Group The Oxford Womenswear Group reported a 19.3% increase in net sales. The unit sales increase of 26.7% was slightly offset by a 5.8% decline in the average selling price per unit. Operating income increased 121.2% to $20,830,000. The dramatic improvement in profitability was driven by the successful integration of the Next Day Apparel business and an outstanding year in Sportswear Collections. Corporate and Other Net sales declined due to the discontinuation of the Merona royalties. The decline in Operating Income was primarily due to the loss of royalty income and LIFO inventory adjustments. FUTURE OPERATING RESULTS The highly competitive apparel market continues to benefit the consumer, who enjoys a wide choice of apparel at virtually inflation-free prices. This is the result of excess worldwide manufacturing capacity and the search by manufacturers and retailers for low cost production sources around the globe. Uncertainties regarding the future retail environment that may affect the Company include continued excessive retail floor space per consumer, constant heavy discounting at the retail level, low inflation or deflation in wholesale and retail apparel prices and continued growth in direct importing by retailers. Legislation has passed in Congress that will grant trade preferences to various Caribbean Basin countries and could materially enhance the competitiveness of the Company's operations in those countries including its operations in Costa Rica, the Dominican Republic and Honduras. Uncertainties about the economy and consumer spending moderate the Company's near term growth expectations. The Company remains optimistic about continued profitability improvement in the coming fiscal year. The Company will continue its search for acquisitions and licenses with a focus on high value-added private label and branded opportunities. 1999 Compared to 1998 Total Company Net sales increased 11.4% in 1999 from 1998. The increase was due to an 18.1% increase in the number of units shipped, offset by a 5.8% decrease in the average selling price per unit. The acquisition of Next Day Apparel, Inc. at the beginning of the second quarter was a major contributor to both the increase in units shipped and the decline in the average selling price per unit as Next Day's selling price per unit was less than the Company's average. Cost of goods sold increased to 81.0% of net sales in 1999 from 80.0% in 1998. This increase was due to a shift in product mix, start up costs for new offshore manufacturing capacity and higher markdowns. The Company produced 85.4% of its products offshore in 1999, compared to 79.7% in 1998. Selling general and administrative expenses expressed as a percent of net sales declined to 13.5% in 1999 from 14.3% in 1998. In addition to ongoing expense control initiatives, Next Day Apparel and the growth in the Company's lower expense private label business facilitated the decline. Interest expense expressed as a percent of net sales increased to 0.5% in 1999 from 0.4% in 1998. This increase was due to increased borrowings resulting from the Next Day acquisition and the repurchase of 922,520 shares of the Company's common stock. The Company's effective tax rate was 39.0% in 1999 and 1998 and did not differ significantly from the Company's statutory rates. Segment Results Oxford Shirt Group Net sales for the Oxford Shirt Group increased 0.9% to $313,171,000 for the fiscal year. This increase was the result of a 1.3% increase in the average selling price, offset by a 0.4% decrease in the number of units shipped. Operating profit declined 2.3% to $20,455,000 or 6.5% of net sales. Margins were negatively impacted by unusually high markdowns from the discontinuation of the Polo/Ralph Lauren for Boys business. Manufacturing profitability was hurt by storm disruption from Hurricane Mitch, start-up costs for new plants in Mexico and Honduras, and the closing of a domestic sewing plant in Georgia. These expenditures were partially offset by a moderate decrease in operating expenses. Lanier Clothes The tailored clothing group posted a sales increase of $10,758,000 or 6.6% to $173,924,000. This increase was the result of a 7.4% increase in the number of units shipped offset by a 0.8% decrease in the average sales price per unit. Group operating profit decreased 21.6% to $9,128,000 for the year due primarily to the closure of a domestic sewing facility and the establishment of a new plant in Honduras. The operating margin was negatively impacted by increased markdowns and advertising expenses associated with growing the new branded businesses. Operating margin for the group declined to 5.2% of sales from 7.1% last year. Oxford Slacks Oxford Slacks suffered a sales decline of $17,247,000 or 14.6% to $100,516,000 for the year. This decline is the result of a 10.4% decline in the number of units shipped and a 4.8% decline in the average sales price per unit. Group operating profit decreased $2,404,000 or 26.1% to $6,811,000. The sales decline, closing of one domestic sewing plant and the opening of a new manufacturing facility in the Dominican Republic were responsible for the decrease in profitability. Operating margin declined to 6.8% of net sales from 7.8% last year. Oxford Womenswear Group The Oxford Womenswear Group sales increased $91,866,000 or 51.1% to $271,786,000 for the year. This increase was due to a 44.1% increase in the number of units shipped and a 5.4% increase in the average sales price per unit. Omitting the second quarter acquisition of Next Day Apparel, the group posted a 14.1% increase in the number of units shipped and a 1.9% increase in the average sales price per unit. Operating profit for the Womenswear Group increased $4,480,000 or 90.7% over last year to $9,418,000. Operating margin improved to 3.5% of sales from 2.7% last year despite markdowns and reserve accruals required to bring Next Day in line with Company standards. LIQUIDITY AND CAPITAL RESOURCES 2000 Compared to 1999 Operating activities generated $34,618,000 in 2000 and $39,493,000 in 1999. The primary factors contributing to this decline were decreased net earnings and increased inventory offset by a decline in receivables and an increase in payables. Investing activities used $8,681,000 in 2000 and $27,267,000 in 1999. The primary difference was the acquisition of Next Day Apparel, Inc. in the prior year. Financing activities used $28,389,000 in 2000 and $11,218,000 in 1999. The primary differences were the reduction in short-term borrowings in the current year offset by the decreased purchase and retirement of common stock. The Company owns foreign manufacturing facilities and may acquire or build others in the future. The functional currency for these facilities is the U.S. dollar. Consequently, the amount of monetary assets and liabilities subject to exchange rate risk is immaterial. On July 10, 2000, the Company's Board of Directors declared a cash dividend of $0.21 per share payable on September 2, 2000 to shareholders of record on August 15, 2000. During 2000, the Company purchased and retired 296,500 shares of the Company's common stock acquired on the open markets and in negotiated transactions. 1999 Compared to 1998 Operating activities generated $39,493,000 in 1999 and $16,157,000 in 1998. The primary factors contributing to this increase were a smaller increase in receivables, and a larger decrease in inventory (net of acquisition) than in the prior year in addition to an increase in trade payables compared to a decrease in 1998. Investing activities used $27,267,000 in 1999 compared to $7,842,000 in 1998. This increase was primarily due to the acquisition (asset purchase) of Next Day Apparel, Inc. completed August 31, 1998. Financing activities used $11,218,000 in 1999 and $1,559,000 in 1998. The primary difference was due to increased borrowings offset by the purchase and retirement of the Company's common stock. During 1999, the Company purchased and retired 922,520 shares of the Company's common stock acquired on the open market and in negotiated transactions. FUTURE LIQUIDITY AND CAPITAL RESOURCES The Company believes it has the ability to generate cash and/or has available borrowing capacity to meet its foreseeable needs. The sources of funds primarily include funds provided by operations and both short-term and long-term borrowings. The uses of funds primarily include working capital requirements, capital expenditures, acquisitions, stock repurchases, dividends and repayment of short-term and long-term debt. The Company regularly utilizes committed bank lines of credit and other uncommitted bank resources to meet working capital requirements. On June 2,2000, the Company had available for its use lines of credit with several lenders aggregating $52,000,000. The Company has agreed to pay commitment fees for these available lines of credit. On June 2,2000, $52,000,000 was in use under these lines, of which $40,000,000 was long-term. In addition, the Company has $231,500,000 in uncommitted lines of credit, of which $143,500,000 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. On June 2, 2000, $6,500,000 was in use under these lines of credit. Maximum borrowings from all these sources during the current year were $82,500,000 of which $40,000,000 was long-term. The Company anticipates continued use and availability of both committed and uncommitted resources as working capital needs may require. The Company considers possible acquisitions of apparel-related businesses that are compatible with its long-term strategies. The Company's Board of Directors has authorized the Company to purchase shares of the Company's common stock in the open market and in negotiated trades as conditions and opportunities warrant. There are no present plans to sell securities (other than through employee stock option plans and other employee benefits) or enter into off-balance sheet financing arrangements. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements included herein contain forward-looking statements with respect to anticipated future results, which are subject to risks and uncertainties that could cause actual results to differ materially from anticipated results. These risks and uncertainties include, but are not limited to, general economic and apparel business conditions, continued retailer and consumer acceptance of Company products, and global manufacturing costs. ADDITIONAL INFORMATION For additional information concerning the Company's operations, cash flows, liquidity and capital resources, this analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements of this Annual Report. Oxford Industries, Inc. and Subsidiaries Consolidated Balance Sheets $ in thousands, except share amounts June 2, 2000 May 28, 1999 Assets Current Assets: Cash and cash equivalents $ 8,625 $ 11,077 Receivables, less allowance for doubtful accounts of $3,363 in 2000 and $3,659 in 1999 112,867 114,706 Inventories 153,237 146,928 Prepaid expenses 12,826 13,791 ------- ------- Total Current Assets 287,555 286,502 Property, Plant and Equipment, Net 37,107 37,347 Other Assets, Net 11,904 11,473 ------- ------- Total Assets $336,566 $335,322 ======== ======== Liabilities and Stockholders' Equity Current Liabilities: Notes payable $18,500 $33,000 Trade accounts payable 68,421 61,397 Accrued compensation 12,026 12,897 Other accrued expenses 22,713 22,429 Dividends payable 1,607 1,694 Income taxes payable 1,148 - Current maturities of long-term debt 205 351 ------- ------ Total Current Liabilities 124,620 131,768 Long-Term Debt, less current maturities 40,513 40,689 Noncurrent Liabilities 4,500 4,500 Deferred Income Taxes 2,619 4,014 Commitments and Contingencies (Note E) Stockholders' Equity: Common stock* 7,651 7,932 Additional paid-in capital 11,309 11,244 Retained earnings 145,354 135,175 ------- -------- Total Stockholders' Equity 164,314 154,351 ------- ------- Total Liabilities and Stockholders' Equity $336,566 $335,322 ======== ======== * Par value $1 per share; authorized 30,000,000 common shares; issued and outstanding shares: 7,651,115 in 2000 and 7,932,059 in 1999. Par value $1 per share; authorized 30,000,000 preferred shares; none outstanding. See notes to consolidated financial statements. Oxford Industries, Inc. and Subsidiaries Consolidated Statements of Earnings Year Ended $ in thousands, except June 2, 2000 May 28, 1999 May 29, 1998 per share amounts ------------ ------------ ------------ Net Sales $839,533 $862,435 $774,518 Costs and Expenses: Cost of goods sold 685,841 698,170 619,690 Selling, general and administrative 112,056 116,284 111,041 Interest, net 3,827 4,713 3,421 ------- ------- ------- 801,724 819,167 734,152 Earnings Before Income Taxes 37,809 43,268 40,366 Income Taxes 14,368 16,875 15,743 -------- -------- -------- Net Earnings $ 23,441 $ 26,393 $ 24,623 ======== ======== ======== Basic Earnings Per Common Share $3.04 $3.15 $2.79 ====== ===== ===== Diluted Earnings Per Common Share $3.02 $3.11 $2.75 ====== ===== ===== See notes to consolidated financial statements. Oxford Industries, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity Additional $ in thousands, Common Paid-In Retained except per share amounts Stock Capital Earnings Total Balance, May 30, 1997 $8,780 $9,554 $123,183 $141,517 Net earnings - - 24,623 24,623 Exercise of stock options 85 2,052 (232) 1,905 Purchase and retirement of common stock (41) (52) (1,120) (1,213) Cash dividends, $.80 per share - - (7,063) (7,063) --------- --------- --------- --------- Balance, May 29, 1998 $ 8,824 $ 11,554 $139,391 $159,769 Net earnings - - 26,393 26,393 Exercise of stock options 31 777 (100) 708 Purchase and retirement of common stock (923) (1,087) (23,708) (25,718) Cash dividends, $.82 per share - - (6,801) (6,801) --------- --------- --------- --------- Balance, May 28, 1999 $7,932 $11,244 $135,175 $154,351 Net earnings - - 23,441 23,441 Exercise of stock options 16 480 (182) 314 Purchase and retirement of common stock (297) (415) (6,636) (7,348) Cash dividends, $.84 per share - - (6,444) (6,444) -------- -------- -------- -------- Balance, June 2, 2000 $7,651 $11,309 $145,354 $164,314 ======== ======== ======== ======== See notes to consolidated financial statements. Oxford Industries, Inc. and Subsidiaries Consolidated Statements of Cash Flows June 2, May 28, May 29, $ in thousands Year ended: 2000 1999 1998 ------- ------- ------- Cash Flows from Operating Activities: Net earnings $23,441 $26,393 $24,623 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities Depreciation and amortization 9,393 8,933 8,107 Gain on sale of property, plant and equipment (182) (661) (492) Changes in working capital: Receivables 1,839 (13,865) (23,018) Inventories (6,309) 13,901 3,073 Prepaid expenses 965 (73) 2,459 Trade accounts payable 7,024 4,072 (2,419) Accrued expenses and other current liabilities (587) 911 2,661 Income taxes payable 1,148 - - Deferred income taxes (1,395) (57) 1,066 Other noncurrent assets (719) (61) 97 ------- ------- ------- Net cash provided by operating activities 34,618 39,493 16,157 Cash Flows from Investing Activities: Acquisitions (3,030) (21,712) - Purchase of property, plant and equipment (5,927) (7,063) (8,801) Proceeds from sale of property, plant and equipment 276 1,508 959 ------- ------- ------- Net cash used in investing activities (8,681) (27,267) (7,842) Cash Flows from Financing Activities: Short-term borrowings(repayment) (14,500) 21,500 7,500 Long-term debt repayments (322) (837) (2,697) Proceeds from exercise of stock options 314 708 1,905 Purchase and retirement of common stock (7,348) (25,718) (1,213) Dividends on common stock (6,533) (6,871) (7,054) ------- ------- ------- Net cash used in financing activities (28,389) (11,218) (1,559) Net change in cash and cash equivalents (2,452) 1,008 6,756 Cash and cash equivalents at beginning of period 11,077 10,069 3,313 ------ ------- ------- Cash and cash equivalents at end of period $8,625 $11,077 $ 10,069 ====== ====== ====== Supplemental Disclosures of Cash Flow Information Cash Paid For: Interest $ 3,900 $ 4,766 $ 3,333 Income taxes 11,242 17,011 12,074 ======= ======= ======= See notes to consolidated financial statements NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OXFORD INDUSTRIES, INC. AND SUBSIDIARIES Years Ended June 2, 2000, May 28, 1999 and May 29, 1998 A. Summary of Significant Accounting Policies: 1. Principal Business Activity--Oxford Industries, Inc. (the "Company") is engaged in the design, manufacture and sale of consumer apparel for men, women and children. Principal markets for the Company are customers located primarily in the United States. Company-owned manufacturing facilities are located primarily in the southeastern United States, Central America and Asia. In addition, the Company uses foreign and domestic contractors for other sources of production. 2. Principles of Consolidation--The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All material intercompany balances, transactions and profits have been eliminated. 3. Fiscal Period--The Company's fiscal year ends on the Friday nearest May 31. The fiscal year includes operations for a 53-week period in 2000 and a 52-week period in 1999 and 1998. 4. Revenue Recognition--Revenue is recognized when goods are shipped to customers. 5. Statement of Cash Flows--The Company considers cash equivalents to be short-term investments with original maturities of three months or less. 6. Inventories--Inventories are principally stated at the lower of cost (last-in, first-out method, "LIFO") or market. 7. Property, Plant and Equipment--Depreciation and amortization of property, plant and equipment are provided on both straight-line (primarily buildings) and accelerated methods over the estimated useful lives of the assets as follows: - --------------------------------------------------------------------------- Buildings and improvements 7-40 years Machinery and equipment 3-15 years Office fixtures and equipment 3-10 years Software 4 years Autos and trucks 2-6 years Leasehold improvements Lesser of remaining life of the asset or life of lease - --------------------------------------------------------------------------- 8. Income Taxes-- The Company recognizes deferred tax liabilities and assets based on the difference between financial and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. 9. Financial Instruments--The fair values of financial instruments closely approximate their carrying values. 10. Use of Estimates--The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 11. Change in Accounting Principles- In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards "SFAS" No. 133, "Accounting for Derivative Instruments and Hedging Activities." This Statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Management does not expect SFAS No. 133 to have a significant impact on the Company's financial condition or results of operations. The Company will adopt this in its fiscal 2002 financial statements. B. Inventories: The components of inventories are summarized as follows: $ in thousands June 2, 2000 May 28, 1999 Finished goods $ 90,961 $92,195 Work in process 25,903 24,579 Fabric 28,255 23,280 Trim and supplies 8,118 6,874 -------- -------- $ 153,237 $146,928 ======= ======= The excess of replacement cost over the value of inventories based upon the LIFO method was $37,154,000 at June 2, 2000 and $37,367,000 at May 28, 1999. Changes in the LIFO reserve increased earnings $0.02 per share basic in 2000 and $0.13 per share basic in 1999. During fiscal 2000, inventory quantities were reduced, which resulted in a liquidation of LIFO inventory layers carried at lower costs which prevailed in prior years. The effect of the liquidation was to decrease cost of goods sold by approximately $147,000 and to increase net earnings by $91,000 or $0.01 per share basic. During fiscal 1999, the effect of the liquidation was to decrease cost of goods sold by approximately $1,174,000 and to increase net earnings by $716,000 or $0.09 per share basic. During fiscal 1998, the effect of the liquidation was to decrease cost of goods sold by approximately $591,000 and to increase net earnings by $361,000 or $0.04 per share basic. C. Property, Plant and Equipment: Property, plant and equipment, carried at cost, are summarized as follows: $ in thousands June 2, 2000 May 28, 1999 Land $ 2,256 $ 2,257 Buildings 29,250 29,238 Machinery and equipment 75,207 74,791 Leasehold improvements 7,604 5,641 -------- ------- 114,317 111,927 Less accumulated depreciation and amortization 77,210 74,580 ------- ------- $37,107 $37,347 ======== ======= D. Notes Payable and Long-Term Debt: The Company had available for its use lines of credit with several lenders aggregating $52,000,000 at June 2, 2000. The Company has agreed to pay commitment fees for these available lines of credit. At June 2, 2000, $52,000,000 was borrowed under these lines at various rates ranging from 6.8875% to 7.1%. Of the $52,000,000, $40,000,000 is long-term debt. In addition, the Company has $231,500,000 in uncommitted lines of credit, of which $143,500,000 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. At June 2, 2000, $6,500,000 was borrowed under these lines of credit at 6.99%. The weighted average interest rate on short-term borrowings during fiscal 2000 was 6.7%. A summary of long-term debt is as follows: $ in thousands June 2, 2000 May 28, 1999 Note payable to bank, the rate is a margin above bank's cost of funds, which may fluctuate during the life of the loan (at June 2, 2000 the rate was 6.8875%); due in August 2001 $ 40,000 $ 40,000 Industrial revenue bonds, mortgage notes and capital leases at fixed rates of 6.1% to 7.0% and a variable rate of 79.5% of prime (prime was 9.5% at June 2, 2000); due in varying installments to 2004 718 1,040 ------- ------- 40,718 41,040 Less current maturities 205 351 ------ ------ $40,513 $40,689 ====== ======= Property, plant and equipment with an aggregate carrying amount at June 2, 2000 of approximately $205,000 are pledged as collateral on the industrial revenue bonds. The aggregate maturities of long-term debt are as follows: $ in thousands Fiscal year 2001 $ 205 2002 40,206 2003 187 2004 120 ------ $40,718 ======= E. Commitments and Contingencies: The Company has operating lease agreements for buildings, sales offices and equipment with varying terms to 2008. The total rent expense under all leases was approximately $6,002,000 in 2000, $5,897,000 in 1999 and $4,486,000 in 1998. The aggregate minimum rental commitments for all noncancelable operating leases with terms of more than one year are as follows: $ in thousands Fiscal year: 2001 $ 4,589 2002 3,717 2003 3,092 2004 1,865 2005 1,469 Thereafter 3,084 ------- $17,816 ======= The Company is also obligated under certain apparel license and design agreements to make future minimum payments as follows: $ in thousands Fiscal Year: 2001 $ 5,430 2002 5,098 2003 4,839 2004 1,387 ------- $16,754 ======= The Company uses letters of credit to facilitate certain apparel purchases. The total amount of letters of credit outstanding at June 2, 2000 was approximately $64,696,000. The Company is involved in certain legal matters primarily arising in the normal course of business. In the opinion of management, the Company's liability under any of these matters would not materially affect its financial condition or results of operations. The Company discovered a past unauthorized disposal of a substance believed to be dry cleaning fluid on one of its properties. The Company believes that remedial action will be required, including continued investigation, monitoring and treatment of groundwater and soil. Based on advice from its environmental experts, the Company provided $4,500,000 for this remediation in the fiscal year ended May 31, 1996. F. Stock Options: At June 2, 2000, 443,900 shares of common stock were reserved for issuance under stock option plans. The options granted under the stock option plans expire either five years or ten years from the date of grant. Options granted vest in five annual installments. The Company has elected as permitted under SFAS 123, "Accounting for Stock-Based Compensation," to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Company's employee stock option equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized. Pro forma information, regarding net income and income per share, is required by SFAS 123 and has been determined as if the Company had accounted for its associate stock option plans under the fair value method of that statement. The fair value of these options was estimated at the date of the grant using the Black-Scholes option pricing model with the following assumption ranges: Risk-free interest rates between 6.51% and 5.09%, dividend yields between 4.5% and 2.4%, volatility factors between .297 and .312, and the expected life of the options was between five and ten years. Using this valuation model, the weighted average grant date value of options granted during the year ended June 2, 2000, was $9.40 per option. The effect of applying the fair value method of SFAS 123 to the Company's option plan does not result in net income and net income per share that are materially different from the amounts reported in the Company's consolidated financial statements as demonstrated below (amounts in thousands except per share data): 2000 1999 1998 Pro forma net income $23,151 $26,154 $24,493 Pro forma earnings per share-basic $3.00 $3.13 $2.77 Pro forma earnings per share-diluted $2.99 $3.09 $2.73 A summary of the status of the Company's stock option plan and changes during the years ended is presented below. 2000 1999 1998 Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price Outstanding, beginning of year 504,740 $25 436,800 $21 541,970 $21 Granted 117,200 28 120,250 36 2,500 32 Exercised (23,000) 19 (33,320) 19 (93,510) 19 Forfeited (155,040) 28 (18,990) 22 (14,160) 20 -------- --- -------- --- -------- --- Outstanding, end of year 443,900 $25 504,740 $25 436,800 $21 Options exercisable, end of year 132,450 219,940 131,480 The following table summarizes information about stock options outstanding as of June 2, 2000. Date of Number of Exericse Number Expiration Option Grant Shares Price Exercisable Date - ------------- -------- -------- ---------- ------------- Sep. 16, 1996 214,700 17.75 109,100 Sep. 16, 2001 Jan. 5, 1998 2,500 32.28 1,000 Jan. 5, 2003 Jul 13, 1998 109,250 35.66 21,850 Jul. 13, 2008 Sep. 24, 1998 2,500 30.72 500 Sep. 24, 2008 Jul. 12, 1999 114,950 27.88 0 Jul. 12, 2009 ------- ------- 443,900 132,450 ======= ======= The Company has a Restricted Stock Plan for issuance of up to 100,000 shares of common stock. At June 2, 2000, 2,942 shares were outstanding under this plan. The plan allows the Company to compensate its key employees with shares of common stock containing restrictions on sale and other restrictions in lieu of cash compensation. G. Significant Customers: The Company had four customers that had between 10% and 15% each of the Company's total sales, in fiscal 2000 and between 10% and 12% in fiscal 1999. Approximately 15% of the Company's revenues in 1998 were derived from sales to a national retail chain. Approximately 12% of the Company's revenues in 1998 were derived from sales to another national retail chain. The Company provides credit, in the normal course of business, to a large number of retailers in the apparel industry. Approximately 61% of gross accounts receivable at June 2, 2000, 60% at May 28, 1999 and 56% at May 29, 1998 were attributed to the Company's ten largest customers. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. H. Retirement Programs: The Company has retirement savings programs covering substantially all full-time U.S. employees. If a participant decides to contribute, a portion of the contribution is matched by the Company. Total expense under these programs was $1,386,000 in 2000, $1,427,000 in 1999 and $1,351,000 in 1998. I. Income Taxes: The provision (benefit) for income taxes includes the following: $ in thousands 2000 1999 1998 Current: Federal $11,304 $15,623 $11,699 State 1,662 2,282 1,793 Foreign 521 764 659 ------- ------ ------ 13,487 18,669 14,151 Deferred 881 (1,794) 1,592 ------- ------ ------ $14,368 $16,875 $15,743 ============================== Reconciliations of the U.S. federal statutory income tax rates and the Company's effective tax rates are summarized as follows: 2000 1999 1998 Statutory rate 35.0% 35.0% 35.0% State income taxes - net of federal income tax benefit 2.6 2.7 3.3 Foreign 1.4 1.7 1.6 Tax credits - - (0.3) Nondeductible expenses and other, net (1.0) (0.4) (0.6) ------------------------------- Effective rate 38.0% 39.0% 39.0% =============================== Deferred tax assets and liabilities as of June 2, 2000 and May 28, 1999, are comprised of the following ($ in thousands): Deferred Tax Assets: June 2, 2000 May 28, 1999 Inventory $ 3,224 $ 4,050 Compensation 1,004 965 Group insurance - 949 Allowance for bad debts 1,286 1,400 Environmental 1,721 1,721 Deferred revenue 982 - Other, net 1,944 2,027 ------ ------ Deferred Tax Assets $10,161 $11,112 Deferred Tax Liabilities: Depreciation - property, plant and equipment 317 1,064 Foreign 2,816 1,906 Other, net 1,234 1,467 ------ ------- Deferred Tax Liabilities 4,367 4,437 ------ ------- Net Deferred Tax Asset $ 5,794 $ 6,675 ====== ======= J. Equity and Earnings Per Share: Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding of 7,717,888 in 2000 8,368,899 in 1999 and 8,828,501 in 1998. The dilution effect of stock options outstanding during 2000, 1999 and 1998 added 33,484, 108,553 and 128,897, respectively, to the weighted average shares outstanding for purposes of calculating diluted earnings per share. K. Segments Oxford Industries, Inc adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which requires certain financial statement footnote disclosure as to the Company's business segments, which are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks , the Oxford Womenswear Group and corporate and other. The Shirt Group operations encompass dress and sport shirts, and a broad range of men's and boys' sportswear. Lanier Clothes produces suits, sportcoats, suit separates and dress slacks. Oxford Slacks is a producer of private label dress and casual slacks and shorts. The Oxford Womenswear Group is a producer of budget and moderate priced private label women's apparel. Corporate and other includes the Company's corporate offices, transportation and logistics and other costs and services that are not allocated to operating groups. Oxford Oxford Shirt Lanier Oxford Womenswear Corporate $ in thousand Group Clothes Slacks Group and other Total 2000 Sales $240,228 $174,805 $99,880 $324,352 $268 $839,533 Depreciation and amortization 2,584 1,914 1,148 2,626 1,121 9,393 Operating profit 13,313 11,602 3,931 20,830 (8,040) 41,636 Interest expense, net 3,827 Earnings before taxes 37,809 Assets 114,093 99,810 41,033 93,750 (12,120) 336,566 Purchase of property, plant and equipment 2,006 1,195 778 653 1,295 5,927 1999 Sales $313,171 $173,924 $100,516 $271,786 $3,038 $862,435 Depreciation and amortization 2,956 2,055 1,102 1,741 1,079 8,933 Operating profit 20,455 9,128 6,811 9,418 2,169 47,981 Interest expense, net 4,713 Earnings before taxes 43,268 Assets 112,596 100,092 38,208 88,063 (3,637) 335,322 Purchase of property, plant and equipment 2,886 2,182 744 854 397 7,063 1998 Sales $310,436 $163,166 $117,763 $179,920 $3,233 $774,518 Depreciation and amortization 3,289 1,919 1,187 622 1,090 8,107 Operating profit 20,929 11,643 9,215 4,938 (2,938) 43,787 Interest expense, net 3,421 Earnings before taxes 40,366 Assets 146,228 91,003 45,052 44,861 (15,654) 311,490 Purchase of property, plant and Equipment 3,567 3,031 1,077 328 798 8,801 - --------------------------------------------------------------------------- L. Summarized Quarterly Data (Unaudited): Following is a summary of the quarterly results of operations for the years ended June 2, 2000, May 28, 1999 and May 29, 1998: Fiscal Quarter $ in thousands, except per share amounts First Second Third Fourth Total 2000 Net sales $185,737 $219,945 $187,466 $246,385 $839,533 Gross profit 33,700 37,921 34,962 47,109 153,692 Net earnings 4,744 6,851 4,578 7,268 23,441 Basic earnings per share 0.60 0.89 0.60 0.95 3.04 Diluted earnings per share 0.60 0.88 0.60 0.94 3.02 1999* Net sales $198,606 $232,521 $206,027 $225,281 $862,435 Gross profit 40,032 43,675 39,976 40,582 164,265 Net earnings 5,966 8,041 6,328 6,058 26,393 Basic earnings per share 0.68 0.95 0.77 0.75 3.15 Diluted earnings per share 0.67 0.94 0.76 0.74 3.11 1998 Net sales $193,242 $208,062 $178,677 $194,537 $774,518 Gross profit 36,645 41,679 35,520 40,984 154,828 Net earnings 5,410 7,78 5,391 6,041 24,623 Basic earnings per share 0.61 0.88 0.61 0.69 2.79 Diluted earnings per share 0.61 0.87 0.60 0.67 2.75 *Includes an after-tax LIFO adjustment in the fourth quarter of $1,837,687 or $0.13 per share favorable in 1999. - -------------------------------------------------------------------------- Net Sales by Product Class The following table sets forth separately in percentages net sales by class of similar products for each of the last three fiscal years: 2000 1999 1998 Net Sales: Menswear 61% 68% 77% Womenswear 39% 32% 23% ------------------------------ 100% 100% 100% ============================== Common Stock Information: Market Price on the Quarterly Cash Dividend New York Stock Exchange Per Share Fiscal 2000 Fiscal 1999 Fiscal 2000 Fiscal 1999 High Low High Low 1st Quarter 29 5/8 22 3/8 37 28 1/4 .21 .20 2nd Quarter 23 7/16 20 3/16 31 26 1/4 .21 .20 3rd Quarter 21 5/16 16 29 5/8 23 .21 .21 4th Quarter 18 15/16 15 28 1/2 21 9/16 .21 .21 At the close of fiscal 2000, there were 631 stockholders of record. Oxford Industires, Inc. and Subsidiaries MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS The management of Oxford Industries, Inc. is responsible for the integrity and objectivity of the consolidated financial statements and other financial information presented in this report. These statements have been prepared in conformity with accounting principles generally accepted in the United States consistently applied and include amounts based on the best estimates and judgments of management. Oxford maintains a system of internal accounting controls designed to provide reasonable assurance, at a reasonable cost, that assets are safeguarded against loss or unauthorized use and that the financial records are adequate and can be relied upon to produce financial statements in accordance with generally accepted accounting principles. The internal control system is augmented by written policies and procedures, an internal audit program and the selection and training of qualified personnel. This system includes policies that require adherence to ethical business standards and compliance with all applicable laws and regulations. The consolidated financial statements for the years ended June 2, 2000, May 28, 1999 and May 29, 1998 have been audited by Arthur Andersen LLP, independent public accountants. In connection with its audits, Arthur Andersen LLP, develops and maintains an understanding of Oxford's accounting and financial controls and conducts tests of Oxford's accounting systems and other related procedures as it considers necessary to render an opinion on the financial statements. The Audit Committee of the Board of Directors, composed solely of outside directors, meets periodically with Oxford's management, internal auditors and independent public accountants to review matters relating to the quality of financial reporting and internal accounting controls, and the independent nature, extent and results of the audit effort. The Committee recommends to the Board appointment of the independent public accountants. Both the internal auditors and the independent public accountants have access to the Audit Committee, with or without the presence of management. Ben B. Blount, Jr. Executive Vice President- Finance, Planning and Administration and Chief Financial Officer To Oxford Industries, Inc. We have audited the accompanying consolidated balance sheets of Oxford Industries, Inc. (a Georgia corporation) and Subsidiaries as of June 2, 2000 and May 28, 1999 and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the three years in the period ended June 2, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oxford Industries, Inc. and subsidiaries as of June 2, 2000 and May 28, 1999 and the results of their operations and their cash flows for each of the three years in the period ended June 2, 2000 in conformity with accounting principles generally accepted in the United States. Atlanta, Georgia July 14, 2000

EXHIBIT-23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in Oxford Industries, Inc.'s previously filed Registration Statements No. 2-76870, No. 33-7231, No. 33-64097 No. 333-59409 and No. 333-59411 of (1) our report dated July 14, 2000 appearing on page 32 of the Corporation's 2000 Annual Report to Stockholders which is incorporated by reference in the Corporation's Annual Report on Form 10-K for the year ended June 2, 2000, and (2) the inclusion of our report on the schedule dated July 14, 2000 appearing on page 15 of the Corporation's Annual Report on Form 10-K for the year ended June 2, 2000. ARTHUR ANDERSEN LLP Atlanta, Georgia August 24, 2000

EXHIBIT 24 ELECTRONIC SUMMARY - POWER OF ATTORNEY Each of the undersigned, a director of Oxford Industries, Inc. (the "Company"), does hereby constitute and appoint Thomas Caldecot Chubb, III, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign the Company's Form 10-K Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 for the fiscal year ended June 2, 2000 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorneys-in-fact full power and authority to sign such documents on behalf of the undersigned and to make such filing, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. Dated: July 17, 2000 Oxford Industries, Inc. CECIL D. CONLEE CLARENCE B. ROGERS, JR. - ------------------------------ ---------------------------- Cecil D. Conlee Clarence B. Rogers, Jr. Director Director TOM GALLAGHER KNOWLTON J. O'REILLY - ------------------------------ ---------------------------- Tom Gallagher Knowlton J. O'Reilly Director Director E. JENNER WOOD ROBERT E. SHAW - ------------------------------ ---------------------------- E. Jenner Wood Robert E. Shaw Director Director J. REESE LANIER HELEN B. WEEKS - ------------------------------ --------------------------- J. Reese Lanier Helen B. Weeks Director Director BEN B BLOUNT JR. - ----------------------------- Ben B Blount Jr. Chief Financial Officer

5 This schedule contains summary financial informations extracted from SEC Form 10-K and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS JUN-02-2000 JUN-02-2000 8,625 0 116,230 3,363 153,237 287,555 114,317 77,210 336,566 124,620 0 0 0 7,651 156,663 336,566 839,533 839,533 685,841 685,841 112,056 0 3,827 37,809 14,368 23,441 0 0 0 23,441 3.04 3.02

EXHIBIT 99 INDEX OF EXHIBITS INCLUDED HEREIN, FORM 10-K June 2, 2000 SEQUENTIAL EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ----------------------------------------------------------------- 13 2000 Annual Report to stockholders (furnished for the information of the Commission and not deemed "filed" or part of this Form 10-K except for those portions expressly incorporated herein by reference). 17-37 23 Consent of Arthur Andersen LLP 38 24 Powers of Attorney 39 27 Statement of Financial Data 40