UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ		Quarterly Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended MARCH 3, 2006

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.

(Exact name of registrant as specified in its charter)

Georgia		58-0831862
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification number)

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

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 whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o

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

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

Title of each class		Number of shares outstanding as of March 31, 2006
Common Stock, $1 par value		17,613,233

 

 

OXFORD INDUSTRIES, INC.
INDEX TO FORM 10-Q
For quarter ended March 3, 2006

		Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Earnings (Unaudited)		4
Condensed Consolidated Balance Sheets (Unaudited)		5
Condensed Consolidated Statements of Cash Flows (Unaudited)		6
Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		26
Item 4. Controls and Procedures		28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 3. Defaults Upon Senior Securities		29
Item 4. Submission of Matters to a Vote of Security Holders		29
Item 5. Other Information		29
Item 6. Exhibits		29
Signatures		29
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32 SECTION 906 CERTIFICATION OF THE CEO AND CFO

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Our Securities and Exchange Commission filings and public announcements often include forward-looking statements about future events. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Important assumptions relating to these forward-looking statements include, among others, assumptions regarding demand for our products, expected pricing levels, raw material costs, the timing and cost of planned capital expenditures, expected outcomes of pending litigation or regulatory actions, competitive conditions, general economic conditions and expected synergies in connection with acquisitions and joint ventures. Forward-looking statements reflect our current expectations and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These beliefs and assumptions could prove inaccurate. Forward-looking statements involve risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Many of these risks and uncertainties are beyond our ability to control or predict. Such risks and uncertainties include, but are not limited to:

	•		general economic cycles;
	•		competitive conditions in our industry;
	•		price deflation in the worldwide apparel industry;
	•		our ability to identify and respond to rapidly changing fashion trends and to offer innovative and distinctive products;
	•		changes in trade quotas or other trade regulations;
	•		our ability to continue to finance our working capital and growth on acceptable terms;
	•		unseasonable weather or natural disasters;
	•		the price and availability of raw materials and finished goods;
	•		the impact of rising energy costs on our costs and consumer spending;
	•		our dependence on and relationships with key customers;
	•		consolidation among our customer base;
	•		the ability of our third party producers to deliver quality products in a timely manner;
	•		potential disruptions in the operation of our distribution facilities;
	•		any disruption or failure of our computer systems or data networks;
	•		the integration of our acquired businesses;
	•		our ability to successfully implement our growth plans, including growth by acquisition;
	•		unforeseen liabilities associated with our acquisitions;
	•		unforeseen costs associated with entry into and exit from certain lines of business;
	•		economic and political conditions in the foreign countries in which we operate or source our products;
	•		increased competition from direct sourcing;
	•		our ability to maintain our licenses;
	•		our ability to protect and exploit our intellectual property and prevent our trademarks, service marks and goodwill from being harmed by competitors’ products;
	•		our reliance on key management and our ability to develop effective succession plans;
	•		our ability to develop and maintain an effective organization structure;
	•		risks associated with changes in global currency exchange rates;
	•		changes in interest rates on our variable rate debt;
	•		the impact of labor disputes, wars or acts of terrorism on our business;
	•		the effectiveness of our internal controls and disclosure controls related to financial reporting;
	•		our ability to maintain current pricing on our products given competitive or other factors; and
	•		our ability to expand our retail operations.

You are cautioned not to place undue reliance on forward-looking statements, which are current as of the date this report is filed with the Securities and Exchange Commission. 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. Other risks or uncertainties may be detailed from time to time in our future Securities and Exchange Commission filings.

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OXFORD INDUSTRIES, INC.

		Third Quarter of								Nine Months of
		Fiscal 2006				Fiscal 2005				Fiscal 2006				Fiscal 2005
Net sales		$	356,088			$	349,216			$	1,027,218			$	927,026
Cost of goods sold			232,624				233,669				676,293				623,442
Gross profit			123,464				115,547				350,925				303,584
Selling, general and administrative			95,656				88,452				273,045				239,187
Amortization of intangible assets			1,853				2,265				5,557				6,401
			97,509				90,717				278,602				245,588
Royalties and other operating income			3,117				3,909				10,031				8,963
Operating income			29,072				28,739				82,354				66,959
Interest expense, net			7,035				7,007				21,240				21,783
Earnings before income taxes			22,037				21,732				61,114				45,176
Income taxes			7,436				7,744				21,622				15,948
Net earnings		$	14,601			$	13,988			$	39,492			$	29,228
Earnings per common share:
Basic		$	0.83			$	0.83			$	2.26			$	1.74
Diluted		$	0.82			$	0.80			$	2.22			$	1.69
Weighted average common shares outstanding:
Basic			17,533				16,816				17,471				16,763
Dilutive impact of options and restricted shares			235				399				280				491
Diluted			17,768				17,215				17,751				17,254
Dividends per common share		$	0.15			$	0.135			$	0.42			$	0.375

See accompanying notes.

OXFORD INDUSTRIES, INC.

		March 3, 2006				June 3, 2005				February 25, 2005
Assets
Current Assets:
Cash and cash equivalents		$	10,004			$	6,499			$	17,249
Receivables, net			206,762				197,094				209,001
Inventories			166,183				169,296				186,222
Prepaid expenses			23,624				20,506				18,141
Total current assets			406,573				393,395				430,613
Property, plant and equipment, net			69,698				65,051				57,575
Goodwill, net			185,411				188,563				167,870
Intangible assets, net			232,960				234,854				237,435
Other non-current assets, net			21,179				24,014				24,523
Total Assets		$	915,821			$	905,877			$	918,016
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses		$	109,521			$	136,882			$	154,828
Accrued compensation			26,673				31,043				26,776
Additional acquisition cost payable			—				25,754				—
Dividends payable			2,643				2,278				2,274
Income taxes payable			5,668				13,085				7,316
Short-term debt and current maturities of long-term debt			1,495				3,407				4,873
Total current liabilities			146,000				212,449				196,067
Long-term debt, less current maturities			309,530				289,123				336,241
Other non-current liabilities			28,440				23,562				15,627
Deferred income taxes			74,579				77,242				78,738
Commitments and contingencies			—				—				—
Shareholders’ Equity:
Preferred Stock, $1.00 par value; 30,000 authorized and none issued and outstanding at March 3, 2006, June 3, 2005 and February 25, 2005			—				—				—
Common stock, $1.00 par value, 60,000 authorized and 17,613 issued and outstanding at March 3, 2006; 60,000 authorized and 16,884 issued and outstanding at June 3, 2005; and 60,000 authorized and 16,850 issued and outstanding at February 25, 2005			17,613				16,884				16,850
Additional paid-in capital			72,232				45,918				44,482
Retained earnings			272,938				240,401				222,079
Accumulated other comprehensive income			(5,511	)			298				7,932
Total shareholders’ equity			357,272				303,501				291,343
Total Liabilities and Shareholders’ Equity		$	915,821			$	905,877			$	918,016

See accompanying notes.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)

		Nine Months of
		Fiscal 2006				Fiscal 2005
Cash Flows from Operating Activities
Net earnings		$	39,492			$	29,228
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation			11,153				9,696
Amortization of intangible assets			5,557				6,401
Amortization of deferred financing costs and bond discount			1,938				3,779
Loss (gain) on the sale of assets			243				(240	)
Equity (income) loss			340				(378	)
Deferred income taxes			(2,324	)			(4,356	)
Changes in working capital:
Receivables			(10,355	)			(10,581	)
Inventories			3,670				(42,667	)
Prepaid expenses			(1,543	)			1,467
Accounts payable, accrued expenses and other current liabilities			(31,198	)			525
Stock options income tax benefit			1,925				1,336
Income taxes payable			(7,289	)			2,905
Other non-current assets			(2,298	)			(1,182	)
Other non-current liabilities			4,903				4,503
Net cash provided by operating activities			14,214				436
Cash Flows from Investing Activities
Acquisition, net of cash acquired			(11,501	)			(142,929	)
Distribution from joint venture investment			2,026				—
Investment in deferred compensation plan			(654	)			(770	)
Purchases of property, plant and equipment			(16,591	)			(12,000	)
Proceeds from sale of property, plant and equipment			184				425
Net cash used in investing activities			(26,536	)			(155,274	)
Cash Flows from Financing Activities
Repayment of financing arrangements			(269,910	)			(303,262	)
Proceeds from financing arrangements			288,382				433,439
Payments of debt issuance costs			—				(2,766	)
Proceeds from issuance of common shares			4,858				2,226
Dividends on common shares			(6,888	)			(5,909	)
Net cash provided by financing activities			16,442				123,728
Net change in cash and cash equivalents			4,120				(31,110	)
Effect of foreign currency translation on cash and cash equivalents			(615	)			790
Cash and cash equivalents at the beginning of period			6,499				47,569
Cash and cash equivalents at the end of period		$	10,004			$	17,249
Supplemental Cash Flow Information:
Cash paid for:
Interest, net		$	15,145			$	22,193
Income taxes		$	29,443			$	12,342

See accompanying notes.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRD QUARTER OF FISCAL 2006

1.		Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States. We believe our condensed consolidated financial statements reflect all normal recurring adjustments that are necessary for a fair presentation of our financial position and results of operations for the periods presented. Results of operations for the interim periods presented are not necessarily indicative of results to be expected for the year primarily due to the impact of seasonality on our business. The accounting policies applied during the interim periods presented are consistent with the significant and critical accounting policies as described in our fiscal 2005 Form 10-K. The information included in this Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and financial statements and notes thereto included in our fiscal 2005 Form 10-K.
		As used in this report, “our,” “us,” “we” and similar phrases refer to Oxford Industries, Inc. and its consolidated subsidiaries. Additionally, as used in this report, “fiscal 2005,” “fiscal 2006” and “fiscal 2007” refer to our fiscal years ended or ending on June 3, 2005, June 2, 2006 and June 1, 2007, respectively. Also, as used in this report, “first quarter of fiscal 2006,” “first quarter of fiscal 2005,” “third quarter of fiscal 2006” and “third quarter of fiscal 2005” refer to our fiscal quarters ended on September 2, 2005, August 26, 2004, March 3, 2006 and February 25, 2005, respectively. As used in this report, “nine months of fiscal 2006” and “nine months of fiscal 2005” refer to the nine months ended March 3, 2006 and February 25, 2005, respectively.
		Certain amounts in the prior periods’ financial statements, as previously reported, have been reclassified to conform to the current year’s presentation. These reclassifications primarily relate to certain costs of our Ben Sherman Limited (“Ben Sherman”) operations to provide consistency in classification between net sales, cost of goods sold and selling, general and administrative expenses. These reclassifications had no impact on net earnings as previously reported.
		American Jobs Creation Act of 2004
		In October 2004, the American Jobs Creation Act of 2004 (the “Act”) was enacted. Among other provisions, the Act provides for a special one-time tax deduction of 85% of certain foreign earnings that are repatriated in either an enterprise’s last tax year that began before the enactment date or the first tax year that begins during the one-year period beginning on the date of enactment. As a result of execution of the Act, the accounting treatment of such unremitted earnings that are expected to be repatriated must be considered in evaluating an entity’s tax provision.
		As of March 3, 2006, we have not completed our assessment of earnings to be repatriated. Therefore, no impact of repatriation has been recognized in our tax provision for the third quarter of fiscal 2006. We estimate that we have undistributed earnings of certain foreign subsidiaries of approximately $23 million which have been provided for in our income tax provision as the earnings are not considered permanently invested outside of the United States, which we expect to repatriate. Upon finalization of the amount to be repatriated under the Act, we estimate a one-time reduction to tax expense of approximately $3 million will be recognized during the fourth quarter of fiscal 2006.
2.		Inventories: The components of inventories are summarized as follows (in thousands):

		March 3, 2006				June 3, 2005				February 25, 2005
Finished goods		$	142,844			$	136,686			$	155,055
Work in process			5,664				9,238				8,007
Fabric, trim and supplies			17,675				23,372				23,160
Total		$	166,183			$	169,296			$	186,222

3.		Significant Transactions: On July 30, 2004, we acquired 100% of the capital stock of Ben Sherman, which we operate as part of our Menswear Group. Ben Sherman is a London-based designer, distributor and marketer of branded sportswear, accessories and footwear. The purchase price for Ben Sherman was £80 million, or approximately $145 million, plus associated expenses. The transaction was financed with cash on hand, borrowings from our $280 million U.S. Senior Secured Revolving Credit Facility (“U.S. Revolver”) and the unsecured notes payable to the management shareholders of Ben Sherman (“Seller Notes”), both as described in Note 4.
		The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition for Ben Sherman (in thousands).

Total purchase price		$	149,157
Cash		$	7,656
Accounts receivable			25,637
Inventories			24,288
Prepaid expenses			2,841
Goodwill			47,243
Intangible assets			96,500
Property, plant and equipment			3,765
Current liabilities			(29,823	)
Deferred taxes			(28,950	)
Fair value of net assets acquired		$	149,157

The pro forma financial information presented below (in thousands) gives effect to the Ben Sherman acquisition (July 30, 2004) as if the acquisition had occurred as of the beginning of fiscal 2005. The information presented below is for illustrative purposes only and is not indicative of results that would have been achieved if the acquisition had occurred as of the beginning of fiscal 2005 or results which may be achieved in the future.

		Nine Months of Fiscal 2005
Net sales		$	957,506
Net earnings		$	32,012
Net earnings per share
Basic		$	1.90
Diluted		$	1.86

		Additionally, during the first half of fiscal 2006, we acquired certain other trademarks including Solitude® and Arnold Brant®, and related working capital through asset acquisitions for a total purchase price of $5.9 million. Payment of additional contingent consideration of $8.0 million is required in the event certain earnings measures are met in future periods. In connection with these acquisitions, we have also entered into certain arrangements which require that we pay a royalty fee or sales commission, generally based on a specified percentage of net sales in future periods, to the principal of the seller of these trademarks.
		The acquisitions during fiscal 2005 and fiscal 2006, along with the acquisition of Tommy Bahama Group on June 13, 2003, are consistent with one of our key strategic objectives to own major lifestyle brands. The acquisitions provide strategic growth opportunities and further diversification of our business over distribution channels, price points, product categories and target customers. The results of operations of each acquisition are included in our condensed consolidated statements of earnings from the date of the acquisition.
		Restructuring and Asset Impairment
		During the third quarter of fiscal 2006, we elected to close certain of our manufacturing plants in the Dominican Republic and Honduras, all of which were leased from third parties, as well as to shut down our support functions at our Monroe, Georgia facility. The facilities in the Dominican Republic were closed during the third quarter of fiscal 2006 and the facility in Honduras will be closed in the fourth quarter of fiscal 2006. The support functions of our Monroe, Georgia facility will cease and be consolidated with the support functions of our Lyons, Georgia facility during the fourth quarter of fiscal 2006, although the distribution center in Monroe will continue operations. Each facility has been operated as part of our Menswear Group.

		As a result of these decisions, we wrote down the value of certain machinery, equipment and other assets, sold certain equipment, and incurred certain severance costs during the third quarter of fiscal 2006. The total charge for these items in the third quarter of fiscal 2006 was $1.0 million, substantially all of which were recognized in cost of goods sold. Fair value of the machinery and equipment was determined for the assets based on the proceeds that we expect to receive upon the disposition of the machinery and equipment. Additionally, operating losses at these facilities that were closed or planned to be closed during fiscal 2006 totaled approximately $0.6 million during the third quarter of fiscal 2006. Based on our current expectations, we anticipate that an additional charge of approximately $1.2 million related to these decisions will be recognized in the fourth quarter of fiscal 2006, which is primarily for the payment of severance costs.
4.		Debt: The following table details our debt as of the dates specified (in thousands):

		March 3,				June 3,				February 25,
		2006				2005				2005
U.S. Revolver, which accrues interest, unused line fees and letter of credit fees based upon a pricing grid which is tied to certain financial ratios (6.73% at March 3, 2006), requires interest payments monthly with principal due at maturity (July 2009), and is collateralized by substantially all the assets of the company and its domestic subsidiaries		$	110,400			$	90,100			$	137,300
£12 million Senior Secured Revolving Credit Facility (“U.K. Revolver”), which accrues interest at the bank’s base rate plus 1.2% (5.70% at March 3, 2006), requires interest payments monthly with principal payable on demand or at maturity (July 2006), and is collateralized by substantially all the United Kingdom assets of Ben Sherman			1,456				—				634
$200 million Senior Unsecured Notes (“Senior Unsecured Notes”), which accrue interest at 8.875% (effective interest rate of 9.0%) and require interest payments semiannually on June 1 and December 1 of each year, with principal due at maturity (June 2011), are subject to certain prepayment penalties and are guaranteed by our domestic subsidiaries			199,072				198,938				198,893
Seller Notes, which accrued interest at LIBOR plus 1.2%, required interest payments quarterly with principal payable on demand and were repaid during February, May and November 2005 funded by draws on the U.K. Revolver			—				3,342				4,172
Other debt, including capital lease obligations with varying terms and conditions, collateralized by the respective assets			97				150				115
Total Debt			311,025				292,530				341,114
Short-term Debt and Current Maturities of Long-term Debt			1,495				3,407				4,873
Long-term Debt		$	309,530			$	289,123			$	336,241

		On July 28, 2004, the U.S. Revolver was amended to increase the line of credit from $275 million to $280 million, to eliminate the asset borrowing base calculation in determining availability and to adjust the amount that certain lenders were committed to loan, among other changes. Approximately $1.8 million of unamortized deferred financing costs were expensed as a result of the amendment, which were included in interest expense in the consolidated statement of earnings during the first quarter of fiscal 2005. Additionally, the terms and conditions of certain related agreements were modified in November 2004, including a change to a springing lock-box agreement, which resulted in amounts outstanding under the facility requiring classification as long-term debt subsequent to the modification. In September 2005, we amended the U.S. Revolver to remove certain items from the definition of Restricted Payments, as defined in the agreement.
		The U.S. Revolver, the U.K. Revolver and the Senior Unsecured Notes each include certain debt covenant restrictions that require us or our subsidiaries to maintain certain financial ratios that are customary for similar facilities. The U.S. Revolver also includes limitations on certain restricted payments such as earn-outs, payment of dividends and prepayment of debt. As of March 3, 2006, we were compliant with all financial covenants and restricted payment clauses related to our debt agreements.
		As of March 3, 2006, approximately $106.4 million and $1.0 million of trade letters of credit and other limitations on availability were outstanding against the U.S. Revolver and the U.K. Revolver, respectively. The net availability

under our U.S. Revolver and U.K. Revolver was approximately $63.2 million and $18.5 million, respectively, as of March 3, 2006.

5.

Shareholders’ Equity: We have chosen to account for stock-based compensation to employees using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock-Based Compensation.” Certain pro forma and other disclosures related to stock-based compensation plans are presented below (in thousands) as if compensation cost of options granted had been determined in accordance with the fair value provisions of the Statement of Financial Accounting Standards Board Statement No. 123, “Accounting for Stock-Based Compensation.”

		Third Quarter of								Nine Months of
		Fiscal 2006				Fiscal 2005				Fiscal 2006				Fiscal 2005
Net earnings as reported		$	14,601			$	13,988			$	39,492			$	29,228
Add: Stock-based employee compensation recognized in reported net income, net of related tax effects			398				246				1,132				246
Deduct: Employee compensation expense, net of related tax effects			(598	)			(230	)			(1,716	)			(647	)
Pro forma net earnings		$	14,401			$	14,004			$	38,908			$	28,827
Basic earnings per share — as reported		$	0.83			$	0.83			$	2.26			$	1.74
Basic earnings per share — pro forma		$	0.82			$	0.83			$	2.23			$	1.72
Diluted earnings per share — as reported		$	0.82			$	0.80			$	2.22			$	1.69
Diluted earnings per share — pro forma		$	0.81			$	0.80			$	2.20			$	1.67

		During the nine months of fiscal 2006, we issued approximately 0.7 million shares related to the exercise of stock options by employees, the fiscal 2005 Tommy Bahama earn-out payment and restricted shares for the fiscal 2005 performance awards. Additionally, during the first quarter of fiscal 2006, we granted approximately 0.1 million of performance based shares to certain employees subject to specified operating performance measures being met for fiscal 2006 and the employee being employed by us on June 2, 2009. We did not repurchase any shares during the nine months of fiscal 2006.
		Comprehensive income, which reflects the effects of foreign currency translation adjustments, is calculated as follows for the periods presented (in thousands):

		Third Quarter of								Nine Months of
		Fiscal 2006				Fiscal 2005				Fiscal 2006				Fiscal 2005
Net earnings		$	14,601			$	13,988			$	39,492			$	29,228
Other comprehensive income:
Pre-tax gain (loss) of foreign currency translation			2,395				2,980				(8,993	)			12,260
Related taxes			(807	)			(1,061	)			3,184				(4,328	)
			1,588				1,919				(5,809	)			7,932
Comprehensive income		$	16,189			$	15,907			$	33,683			$	37,160

6.

Segment Information: We have three operating segments for purposes of allocating resources and assessing performance which are based on products distributed. The Menswear Group produces branded and private label dress shirts, sport shirts, dress slacks, casual slacks, suits, sport coats, suit separates, walk shorts, golf apparel, outerwear, sweaters, jeans, swimwear, footwear and headwear; licenses its brands for accessories and other products; and operates retail stores. The Womenswear Group produces private label women’s sportswear separates, coordinated sportswear, outerwear, dresses and swimwear. The Tommy Bahama Group produces lifestyle branded casual apparel, operates retail stores and restaurants, and licenses its brands for accessories, footwear, furniture and other products. The head of each operating segment reports to the chief operating decision maker.

Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, LIFO inventory accounting adjustments, certain revenue reserves and 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 segment definitions. Therefore, LIFO inventory accounting adjustments are not allocated to the operating segments. Total assets for Corporate and Other includes the LIFO inventory reserve of $37.8 million, $37.3 million and $37.1 million at March 3, 2006, June 3, 2005 and February 25, 2005, respectively. The information below presents certain information about our segments (in thousands):

		Third Quarter of								Nine Months of
		Fiscal 2006				Fiscal 2005				Fiscal 2006				Fiscal 2005
Net Sales
Menswear Group		$	166,109			$	168,937			$	530,517			$	468,881
Womenswear Group			80,928				78,853				205,680				176,408
Tommy Bahama Group			108,590				101,399				290,522				281,351
Corporate and Other			461				27				499				386
Total Net Sales		$	356,088			$	349,216			$	1,027,218			$	927,026
Depreciation
Menswear Group		$	1,013			$	1,011			$	2,939			$	2,831
Womenswear Group			35				33				107				143
Tommy Bahama Group			2,752				2,255				7,812				6,457
Corporate and Other			99				92				295				265
Total Depreciation		$	3,899			$	3,391			$	11,153			$	9,696
Amortization of Intangible Assets
Menswear Group		$	812			$	914			$	2,432			$	2,143
Womenswear Group			—				10				—				29
Tommy Bahama Group			1,041				1,341				3,125				4,229
Corporate and Other			—				—				—				—
Total Amortization		$	1,853			$	2,265			$	5,557			$	6,401
Operating Income
Menswear Group		$	6,410			$	14,114			$	37,382			$	41,083
Womenswear Group			6,143				5,218				12,031				4,460
Tommy Bahama Group			19,747				13,524				44,213				31,335
Corporate and Other			(3,228	)			(4,117	)			(11,272	)			(9,919	)
Total Operating Income		$	29,072			$	28,739			$	82,354			$	66,959
Interest expense, net			7,035				7,007				21,240				21,783
Earnings before taxes		$	22,037			$	21,732			$	61,114			$	45,176

		March 3, 2006				June 3, 2005				February 25, 2005
Assets
Menswear Group		$	406,640			$	412,461			$	427,209
Womenswear Group			93,158				79,678				89,656
Tommy Bahama Group			409,719				412,441				397,059
Corporate and Other			6,304				1,297				4,092
Total Assets		$	915,821			$	905,877			$	918,016

7.

Consolidating Financial Data of Subsidiary Guarantors: Our Senior Unsecured Notes are guaranteed by our wholly owned domestic subsidiaries (“Subsidiary Guarantors”). All guarantees are full and unconditional. Non-guarantors consist of our subsidiaries which are organized outside of the United States. Set forth below are our unaudited condensed consolidating balance sheets as of March 3, 2006, June 3, 2005 and February 25, 2005, our unaudited condensed consolidating statements of earnings for the third quarter of fiscal 2006, third quarter of fiscal 2005, nine months of fiscal 2006 and nine months of fiscal 2005 and our unaudited statements of cash flows for the nine months of fiscal 2006 and the nine months of fiscal 2005 (in thousands).

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
March 3, 2006

		Oxford
		Industries				Subsidiary				Subsidiary				Consolidating				Consolidated
		(Parent)				Guarantors				Non-Guarantors				Adjustments				Total
ASSETS
Current Assets:
Cash and cash equivalents		$	6,754			$	936			$	2,314			$	—			$	10,004
Receivables, net			126,049				61,734				60,611				(41,632	)			206,762
Inventories			98,311				53,229				15,661				(1,018	)			166,183
Prepaid expenses			10,685				7,162				5,777				—				23,624
Total current assets			241,799				123,061				84,363				(42,650	)			406,573
Property, plant and equipment, net			12,588				48,491				8,619				—				69,698
Goodwill, net			1,847				140,270				43,294				—				185,411
Intangible assets, net			1,461				140,420				91,079				—				232,960
Other non-current assets, net			668,024				143,879				1,572				(792,296	)			21,179
Total Assets		$	925,719			$	596,121			$	228,927			$	(834,946	)		$	915,821
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total current liabilities			92,358				59,869				35,521				(41,748	)			146,000
Long term debt, less current maturities			309,519				11				—				—				309,530
Non-current liabilities			163,278				(134,226	)			108,507				(109,119	)			28,440
Deferred income taxes			3,293				42,321				28,965				—				74,579
Total Shareholders’/invested equity			357,271				628,146				55,934				(684,079	)			357,272
Total Liabilities and Shareholders’ Equity		$	925,719			$	596,121			$	228,927			$	(834,946	)		$	915,821

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
June 3, 2005

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Current Assets:
Cash and cash equivalents		$	2,713			$	1,859			$	1,900			$	27			$	6,499
Receivables, net			114,832				61,635				61,942				(41,315	)			197,094
Inventories			97,398				51,836				20,522				(460	)			169,296
Prepaid expenses			10,895				5,748				3,863				—				20,506
Total current assets			225,838				121,078				88,227				(41,748	)			393,395
Property, plant and equipment, net			11,896				44,844				8,311				—				65,051
Goodwill, net			1,847				139,910				46,806				—				188,563
Intangible assets, net			210				141,165				93,479				—				234,854
Other non-current assets, net			631,205				149,640				1,406				(758,237	)			24,014
Total Assets		$	870,996			$	596,637			$	238,229			$	(799,985	)		$	905,877
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total current liabilities			127,435				76,847				49,198				(41,031	)			212,449
Long term debt, less current portion			289,100				23				—				—				289,123
Non-current liabilities			146,922				(118,451	)			104,288				(109,197	)			23,562
Deferred income taxes			4,038				44,239				28,965				—				77,242
Total Shareholders’/invested equity			303,501				593,979				55,778				(649,757	)			303,501
Total Liabilities and Shareholders’ Equity		$	870,996			$	596,637			$	238,229			$	(799,985	)		$	905,877

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
February 25, 2005

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Current Assets:
Cash and cash equivalents		$	4,549			$	2,738			$	9,978			$	(16	)		$	17,249
Receivables, net			111,925				69,947				70,849				(43,720	)			209,001
Inventories			103,354				63,055				20,081				(268	)			186,222
Prepaid expenses			7,733				5,573				4,835				—				18,141
Total current assets			227,561				141,313				105,743				(44,004	)			430,613
Property, plant and equipment, net			12,191				37,567				7,817				—				57,575
Goodwill, net			1,847				114,156				51,867				—				167,870
Intangible assets, net			221				142,829				94,385				—				237,435
Other non-current assets, net			594,309				149,697				1,323				(720,806	)			24,523
Total Assets		$	836,129			$	585,562			$	261,135			$	(764,810	)		$	918,016
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total current liabilities			113,088				68,344				58,196				(43,561	)			196,067
Long term debt, less current portion			336,215				26				—				—				336,241
Non-current liabilities			91,484				(78,949	)			112,261				(109,169	)			15,627
Deferred income taxes			3,999				45,764				28,984				(9	)			78,738
Total Shareholders’/invested equity			291,343				550,377				61,694				(612,071	)			291,343
Total Liabilities and Shareholders’ Equity		$	836,129			$	585,562			$	261,135			$	(764,810	)		$	918,016

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

		Third Quarter of Fiscal 2006
		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	201,897			$	132,067			$	38,465			$	(16,341	)		$	356,088
Cost of goods sold			158,569				61,423				16,749				(4,117	)			232,624
Gross Profit			43,328				70,644				21,716				(12,224	)			123,464
Selling, general and administrative			35,358				55,754				19,282				(12,885	)			97,509
Royalties and other operating income			457				1,618				1,122				(80	)			3,117
Operating Income			8,427				16,508				3,556				581				29,072
Interest expense (income), net			6,976				(2,518	)			1,791				786				7,035
Income from equity investment			12,382				(84	)			—				(12,298	)			—
Earnings Before Income Taxes			13,833				18,942				1,765				(12,503	)			22,037
Income Taxes			(900	)			7,271				1,137				(72	)			7,436
Net Earnings		$	14,733			$	11,671			$	628			$	(12,431	)		$	14,601

		Nine Months of Fiscal 2006
		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	574,031			$	373,166			$	131,691			$	(51,670	)		$	1,027,218
Cost of goods sold			450,819				178,167				59,845				(12,538	)			676,293
Gross Profit			123,212				194,999				71,846				(39,132	)			350,925
Selling, general and administrative			103,738				155,747				60,012				(40,895	)			278,602
Royalties and other operating income			181				5,413				4,656				(219	)			10,031
Operating Income			19,655				44,665				16,490				1,544				82,354
Interest expense (income), net			20,949				(7,495	)			5,677				2,109				21,240
Income from equity investment			39,811				24				—				(39,835	)			—
Earnings Before Income Taxes			38,517				52,184				10,813				(40,400	)			61,114
Income Taxes			(1,342	)			18,210				4,951				(197	)			21,622
Net Earnings		$	39,859			$	33,974			$	5,862			$	(40,203	)		$	39,492

		Third Quarter of Fiscal 2005
		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	191,560			$	132,503			$	44,228			$	(19,075	)		$	349,216
Cost of goods sold			150,582				68,105				21,311				(6,329	)			233,669
Gross Profit			40,978				64,398				22,917				(12,746	)			115,547
Selling, general and administrative			37,856				49,960				18,397				(15,496	)			90,717
Royalties and other operating income			—				1,622				2,287				—				3,909
Operating Income			3,122				16,060				6,807				2,750				28,739
Interest expense (income), net			4,871				(2,580	)			2,047				2,669				7,007
Income from equity investment			16,340				25				—				(16,365	)			—
Earnings Before Income Taxes			14,591				18,665				4,760				(16,284	)			21,732
Income Taxes			513				5,712				1,348				171				7,744
Net Earnings		$	14,078			$	12,953			$	3,412			$	(16,455	)		$	13,988

		Nine Months of Fiscal 2005
		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	502,067			$	353,879			$	124,638			$	(53,558	)		$	927,026
Cost of goods sold			397,175				181,852				56,363				(11,948	)			623,442
Gross Profit			104,892				172,027				68,275				(41,610	)			303,584
Selling, general and administrative			99,276				139,020				53,369				(46,077	)			245,588
Royalties and other operating income			—				4,951				4,012				—				8,963
Operating Income			5,616				37,958				18,918				4,467				66,959
Interest expense (income), net			18,288				(6,110	)			4,871				4,734				21,783
Income from equity investment			39,900				68				—				(39,968	)			—
Earnings Before Income Taxes			27,228				44,136				14,047				(40,235	)			45,176
Income Taxes			(2,439	)			14,112				4,104				171				15,948
Net Earnings		$	29,667			$	30,024			$	9,943			$	(40,406	)		$	29,228

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
Nine Months of Fiscal 2006

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Cash Flows from Operating Activities
Net cash (used in) provided by operating activities		$	(10,314	)		$	24,639			$	(12	)		$	(99	)		$	14,214
Cash Flows from Investing Activities
Acquisitions, net of cash acquired			(11,501	)			—				—				—				(11,501	)
Distribution from joint venture investment			—				2,026				—				—				2,026
Investment in deferred compensation plan			—				(654	)			—				—				(654	)
Purchases of property, plant and equipment			(3,375	)			(11,752	)			(1,464	)			—				(16,591	)
Proceeds from sale of property, plant and equipment			13				171				—				—				184
Net cash used in investing activities			(14,863	)			(10,209	)			(1,464	)			—				(26,536	)
Cash Flows from Financing Activities
Change in debt			20,263				(16	)			(1,775	)			—				18,472
Proceeds from issuance of common stock			4,858				—				—				—				4,858
Change in intercompany payable			10,985				(15,337	)			4,280				72				—
Dividends on common shares			(6,888	)			—				—				—				(6,888	)
Net cash provided by (used in) financing activities			29,218				(15,353	)			2,505				72				16,442
Net Change in Cash and Cash Equivalents			4,041				(923	)			1,029				(27	)			4,120
Effect of foreign currency translation			—				—				(615	)			—				(615	)
Cash and Cash Equivalents at the beginning of Period			2,713				1,859				1,900				27				6,499
Cash and Cash Equivalents at the end of Period		$	6,754			$	936			$	2,314			$	—			$	10,004