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

Table of contents

PART I. FINANCIAL INFORMATION

ItemITEM 1. Financial Statements.FINANCIAL STATEMENTS.

See notes to consolidated financial statements.

See notes to consolidated financial statements.

See notes to consolidated financial statements.

1. BasisIntroduction:We prepared the accompanying unaudited, consolidated financial statements in accordance with the rules and regulations of Presentation: The foregoing unauditedthe Securities and Exchange Commission. Such rules and regulations allow us to condense and omit certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles in the United States. However, we believe these consolidated financial statements reflect all normal, recurring adjustments whichthat are in the opinion of management, necessary for a fair statement of theour results of operations for the interim periods. All such adjustments areperiods presented. Results of a normal recurring nature. The resultsoperations for interim periodsthe three and nine months ended February 28, 2003 are not necessarily indicative of results to be expected for the year. Except for the change in accounting for goodwill and intangible assets as discussed in Note 5, accounting policies have been continued without change and are described in the Summary of Significant Accounting Policies contained in the Company's Annual Report to Shareholders for fiscal year ended May 31, 2002. For additionalmore information regarding the Company'sour results of operation and financial condition refer to the footnotes accompanying theour Fiscal 2002 audited financial statements. Details inAny material facts that have changed from those notes have not changed significantly except as indicatedfootnotes are discussed herein, and asor are a normal result of normal transactions induring the interim period.

2. Commitments As used in this report, "our," "us" and Contingencies: "we" and similar phrases refer to Oxford Industries, Inc. and its consolidated subsidiaries.
3. Accounting Policies:The Company issummary of our significant accounting policies in our Fiscal 2002 Annual Report on Form 10-K describes our accounting policies. Except for recently changing our treatment of goodwill and intangible assets as discussed below, accounting policies are the same as Fiscal 2002.
4. Legal Liabilities: We are involved in certain legal mattersproceedings and claims primarily arising in the normal course of business. In theour opinion, of management, the Company's liability under any of these matters would not materially affect itsour financial condition or results of operations.
5. Segment Information: The Company'sInformation:We identify operating segments based on the way we organize the components of our business for purposes of allocating resources and assessing performance. Our business segments are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks and the Oxford Womenswear Group. The Oxford Shirt Group operations encompass branded and private label dress and sport shirts and branded golf apparel. Lanier Clothes produces branded and private label suits, sportscoats, suit separates and dress slacks. Oxford Slacks is a producer of private label dress and casual slacks and walk shorts. The Oxford Womenswear Group is a producer of private label women's sportswear. Corporate and Other is a reconciling category for reporting purposes and includes the Company'sour corporate offices, transportation and logistics, intercompany eliminations, LIFO inventory accounting adjustments and other costs that are not allocated to the operating groups.groups.

6.New Accounting Standards (continued)

Stock-Based Compensation:In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation, Transition and Disclosure" ("SFAS 148"). SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for employee stock-based compensation and requires expanded disclosure regarding stock-based compensation in the "Summary of Significant Accounting Policies", or its equivalent, in the notes to the consolidated financial statements about the method of accounting and the effect of the method used on reported results. The disclosure provisions of this Statement are effective for financial statements issued for fiscal years ending after December 15, 2002. We do not expect to transition to the fair value based method of accounting for stock-based compensation. We believe that the adoption of this statementSFAS 148 will not have a material effect on the Company's futureour financial position, results of operations.operations or liquidity.

6. 7.Earnings Per Share

• Options to purchase 190,700185,200 shares of the Company'sour common stock at prices ranging from $27.88 to $35.66 per share were outstanding during the firstthird quarter of fiscal 2003 and the nine months ended February 28, 2003. However, these were not included in the computation of diluted earnings per share because the inclusion of such shares would have had an antidilutive effect.
• Options to purchase 198,950193,200 shares of the Company'sour common stock at prices ranging from $27.88 to $35.66 per share were outstanding during the firstthird quarter of fiscal 2002 and the nine months ended March 1, 2002. However, these were not included in the computation of diluted earnings per share because the inclusion of such shares would have had an antidilutive effect.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth itemsdiscussion provides information and analysis of our results of operations for the fiscal quarters and nine-month periods ended February 28, 2003 and March 1, 2002, respectively, as well as our liquidity and capital resources. You should read the following discussion and analysis in theconjunction with our Consolidated Financial Statements of Earnings as a percent of net sales and the percentage change of those items as comparedNotes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the prior year.fiscal year ended May 31, 2002. All dollar amounts in the following tables and text are expressed in thousands. (Percentages areWe have calculated all percentages set forth below based on actual data, but percentage columns may not add due to rounding.)

Overview

A number of factors had a significant impact on our results of operations for the third quarter and nine months ended February 28, 2003. These factors include, among others, the continued decline in the consumer price indexes for apparel products, shifts in our sourcing base and the acquisition by Sears, Roebuck & Co. ("Sears") of Lands' End, Inc. ("Lands' End"), one of our significant customers

General business conditions in the apparel industry continue to be extremely competitive, characterized by weak demand and oversupply. Many major apparel retailers have reported declines in same store sales during recent months. Consumer price indexes for apparel products have declined in each of the past five years ending December 2002. Lower retail selling prices have resulted in lower wholesale selling prices during the quarter and the nine month ended February 28, 2003. In response to this deflation at the wholesale pricing level, we have succeeded in lowering the cost of our products through various initiatives to improve our sourcing, manufacturing and supply chain management operations.

The migration of a portion of our production capacity from owned or leased facilities in the Caribbean Basin and Mexico to low cost joint ventures in China and India as well as to full package purchases from low cost vendors throughout the world has contributed to the decline in our production costs during the quarter and nine months ended February 28, 2003. The reduction in Caribbean Basin and Mexican capacity resulted in more efficient operation of our remaining facilities in the region. Supply chain management initiatives have enabled us to more effectively plan inventory requirements, which have resulted in lower inventory levels and lower exposure to inventory markdowns. The Company also continues to take advantage of various free-trade agreements throughout the world. These agreements permit us to avoid paying duty on qualifying products from eligible countries. In the absence of a free trade agreement or other trade preference, duty rates on the product categories that constitute the majority of our sales are in the 15 - 20% range.

On June 17, 2002, Sears completed the acquisition of Lands' End. For fall 2002, Sears introduced an assortment of Lands' End product to a number of Sears larger retail stores. The rollout continued to more stores in the Spring 2003 season and will be substantially completed in the Fall 2003 season. Throughout the rollout, a majority of our shipments of Lands' End products to Sears stores have been attributable to establishing initial base inventory levels in Sears stores.

RESULTS OF OPERATIONS

The following table sets forth the line items in the Consolidated statements of earnings data both in dollars and as a percent of net sales. The table also sets forth the percentage change of the data as compared to the prior year.

TotalCompany

Effective June 1, 2002, the Company adopted SFAS 142. Adoption of this new statement is considered a change in accounting principle and affects the Company's financial results in several ways. Under SFAS 142, the Company no longer amortizes goodwill, which will reduce S, G & A expenses by approximately $2,021 forThirdQuarter:Third quarter fiscal 2003. Instead, the new statement requires an initial test at adoption, and subsequent tests at least annually thereafter, of recorded goodwill2003 net sales increased 39.8% to determine if the carrying values of such assets exceed their implied fair values as calculated under the new rules. The adoption of SFAS 142 resulted in no charge related to the impairment of goodwill$208,969 from $149,495 in the first quarter of fiscal year 2003.

Net sales declined 4.1% from $179,530 in the firstthird quarter of the prior year to $172,139year. The increase resulted from a 59.7% increase in the firstnumber of units sold during the third quarter of the current year. Most of the sales declinefiscal 2003, which was due to the discontinuation of the DKNY Kids business. Excluding the DKNY Kids business, net sales declined 1.9% aspartially offset by a 10.0%12.5% decline in the average selling price per unit. The increase in unit sales was mostly offset byprimarily due to substantial growth in the mass merchant, direct mail and chain store distribution channels, as well as a 9.1%small increase in the numberdepartment store distribution channel. A substantially large portion of units shipped.the growth in sales to the chain distribution channels was attributable to the rollout of Lands' End product into selected Sears stores continued during the third quarter of fiscal 2003. The decline in the average selling price per unit was due to a shift in partproduct mix towards a higher proportion of lower priced products as a result of the increase in shipments to the mass merchant distribution channel an d continued deflation in apparel prices and due in part to a small shift in the first quarter sales base from menswear to womenswear. The Company's womenswear products normally carry a substantially lower average selling price per unit than its menswear products.prices.

Cost of goods sold declined from 79.8%80.7% of net sales in the firstthird quarter of the prior year to 77.7%79.5% in the current quarter.year. The improvement came from moredecline in cost of goods sold was due to lower markdowns as the result of improved inventory management and supply chain initiatives. More cost effective sourcing and improved manufacturing efficiencies resulted in lower initial product sourcing, reduced markdown cost and more efficient manufacturing.during the third quarter of fiscal 2003.

Selling, general and administrative (S,G & A) expenses declined("S,G&A") increased $4,721, or 17.7%, from $26,697 in absolute terms but increased from 17.4%the third quarter of sales in the prior year to 18.0% of sales$31,418 in the third quarter of the current year.

Interest expense As a percent of net sales, S,G&A declined from 17.9% in the firstthird quarter of the prior year to 15.0% in the third quarter of the current year. S,G&A, in the third quarter of the current year included higher incentive compensation costs due to lower average borrowing requirements and lower average interest rates. Approximately $551 of financing cost for the trade receivables securitization program was reflected as S,G & A rather than interest expenseimproved financial performance. Incentive compensation costs included $4,239 in the firstthird quarter of the current year as compared to ($1,284) in the third quarter of the prior year.

Interest expense increased from $26 in the third quarter of the prior year to $47 in the third quarter of the current year. In the third quarter of the prior year, approximately $93 of financing costs for our trade receivables securitization program were reflected as S,G&A expense rather than interest expense. Weighted average borrowings and interest rates for the third quarter of the current year were lower than the third quarter of the prior year.

Nine Months:Net sales increased 16.7% from $485,553 in the first nine months of the prior year to $566,529 in the first nine months of the current year. This resulted from a 31.1% increase in the number of units sold, which was partially offset by an 11.0% decline in the average selling price per unit. The Company'sincrease in unit sales was primarily due to growth in mass merchant and chain store channels of distribution and includes the continued rollout of Lands' End product into selected Sears stores. The reasons for the decline in the average selling price per unit were substantially the same as in the quarterly results stated above.

Cost of goods sold declined from 80.9% in the first nine months of the prior year to 79.1% in the first nine months of the current year. The reasons for the reduction in the cost of goods sold were substantially the same as those for the third quarter mentioned above.

S,G&A expenses increased $7,738 or 9.1% from $84,724 in the first nine months of the prior year to $92,462 in the first nine months of the current year. As a percentage of net sales, S,G&A declined from 17.4% in the first nine months of the prior year to 16.3% in the first nine months of the current year. S,G&A in the first nine months of the current year includes incentive compensation costs of $8,208 compared to $547 in the first nine months of the prior year, $540 of costs to close the European golf operation and $1,061 of acquisition due diligence costs.

Interest expense increased from $77 in the first nine months of the prior year to $149 in the first nine months of the current year. In the first nine months of the prior year, approximately $1,030 of financing costs for our trade receivables securitization facility were reflected as S,G&A expense rather than interest expense. Interest expense attributable to outstanding borrowings declined due to lower weighted average borrowings and lower interest rates in the first nine months of the current year compared to the first nine months of the prior year.

Income Tax: The effective tax rate was approximately 39.5% infor the third quarter and the first nine months of the current year and 38.0% infor the third quarter and first nine nine months of the prior year. These changesVariations in the rate are primarily attributable to the relative leveldistribution of pre-tax earnings inamong the various taxing jurisdictions toin which the Company's earnings are subject.we operate.

Segment Results

The Company'sWe identify operating segments based on the way we organize the components of our business for purposes of allocating resources and assessing performance. Our business segments are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks and the Oxford Womenswear Group. The Oxford Shirt Group operations encompass branded and private label dress and sport shirts and branded golf apparel. Lanier Clothes produces branded and private label suits, sportscoats, suit separates and dress slacks. Oxford Slacks is a producer of private label dress and casual slacks and walk shorts. The Oxford Womenswear Group is a producer of private label women's sportswear. Corporate and Other is a reconciling category for reporting purposes and includes the Company'sour corporate offices, transportation and logistics, intercompany eliminations, LIFO inventory accounting adjustments and other costs that are not allocated to the other operating groups. All data with respect to the Company's specific segments included within "Management's Discussion and Analysis"segm ents is presented before applicable intercompany eliminations. See Note 34 of Notes to Unaudited Consolidated Financial Statements.

Oxford Shirt Group

The Oxford Shirt Group posted a firstThird Quarter:Net sales increased 30.8% from $40,158 in the third quarter sales decline of 13.4% to $47,173. The majority of the sales decline was attributableprior year to $52,531 in the exitthird quarter of the DKNY Kids business. Excluding the DKNY Kids business,current year. This increase resulted from a 49.2% increase in unit sales, declined 6.4% aswhich was partially offset by a 12.3% decline in the average selling price per unit. The unit declined 8.6% partially offset by a 2.4%sales increase was primarily due to the continued rollout of Lands' End product into selected Sears stores and growth in the number of units shipped. EBIT declined 12.1%, slightly less than the sales decline.

Lanier Clothes

mass merchant channel. The Lanier Clothes Group posted a 9.3% sales decline to $36,940. A 5.9% decline in the average selling price per unit was compounded byprimarily due to a 3.5% decreaseshift in units shipped. The unit sales decline was driven byproduct mix towards a higher proportion of lower demandpriced products as a result of the increase in shipments to the mass merchant distribution channel and continued deflation in apparel prices. Earnings Before Interest and Taxes ("EBIT") increased from a loss of ($599) in the department store distribution channel. Despitethird quarter of the sales decline, EBIT increased 11.1% over lastprior year to $4,896a profit of $1,913 in the third quarter of the current year. The improvement in EBIT was due to lower markdownsthe increased sal es volume and improved manufacturing performance.the leveraging of expenses over a higher sales base.

Oxford Slacks

The Oxford Slacks Group reported a 2.9%Nine Months:Net sales declineincreased 9.9% from $139,373 in the first nine months of the prior year to $21,354. The average selling price per$153,141 in the first nine months of the current year. A 22.4% increase in unit decline of 7.3%sales was partially offset by a unit sales increase of 4.6%. Sales declines to chain stores were offset by gains10.1% decline in the specialty catalog distribution channel. EBIT increased 23.2% to $1,349average selling price per unit. As in the third quarter of the current year, the EBIT improvement came from the increased sales volume and increased leveraging of expenses due primarily to improved manufacturing performance and sourcing cost effectiveness.the higher sales base.

Lanier Clothes

Oxford Womenswear Group

The Oxford Womenswear Group posted firstThird Quarter:Net sales increased 15.7% from $34,503 in the third quarter sales of $66,599, a 7.0% increase over the prior year to $39,925 in the same period of the current year. TheThis increase resulted from a 21.0% increase in unit sales increase of 13.9% was partiallyslightly offset by the 7.0%a 4.4% decline in the average selling price per unit. Growth in the group'sprivate label businesses and increases in products sold under the Slates and Dockers labels drove the increase in unit sales. The decline in the average selling price per unit was primarily due to deflation in menswear apparel. EBIT increased 39.7% from $2,947 in the third quarter of the prior year to $4,117 in the third quarter of the current year. The increase in EBIT was due to the increased sales volume, more cost effective sourcing and lower markdowns.

Nine Months:Net sales increased 5.0% from $113,678 in the first nine months of the prior year to $119,370 in the first nine months of the current year. This increase resulted from a unit sales increase of 12.0%, which was partially offset by a 6.2% decline in the average selling price per unit. The reasons for the unit sales increase were substantially the same as the third quarter of the current year mentioned above. The decline in the average selling price per unit was due to deflation in menswear apparel and a shift in product mix towards a higher proportion of lower priced products. EBIT increased 38.0% from $9,015 in the first nine months of the prior year to $12,440 in the first nine months of the current year. The increase in EBIT was again due to increased sales volume, more cost effective sourcing and lower markdowns.

Oxford Slacks

Third Quarter:Net sales increased 51.9% from $19,060 in the third quarter of the prior year to $28,959 in the third quarter of the current year. The net sales increase was due to a 41.4% unit sales increase and a 7.5% increase in the average selling price per unit. The unit sales increase was primarily driven by the continuing rollout of Lands' End products to selected Sears stores and growth in the direct mail distribution channel. The increase in the average selling price per unit is due to a more favorable product mix. EBIT increased 230.1% from $883 in the third quarter of the prior year to $2,915 in the third quarter of the current year. The improvement in EBIT was due to the increase in sales volume, the more favorable product mix and improved manufacturing performance due to higher volumes.

Nine Months: Net sales increased 26.2% from $59,522 in the first nine months of the prior year to $75,143 in the first nine months of the current year. This increase resulted from a 28.1% increase in unit sales, which was slightly offset by a 1.5% decline in the average selling price per unit. The unit sales increase, as in the third quarter of the current year, was driven by the continuing rollout of the Lands' End products to selected Sears stores and growth in the direct mail distribution channel. EBIT increased 153.1% from $2,377 in the first nine months of the prior year to $6,016 in the first nine months of the current year. The primary reasons for the improvement in EBIT were substantially the same as those mentioned for the third quarter above.

Oxford Womenswear Group

Third Quarter:Net sales increased 57.1% from $55,674 in the third quarter of the prior year to $87,489 in the third quarter of the current year. This increase resulted from a 69.8% increase in unit sales, which was partially offset by a 8.5% decline the average selling price per unit. Stronger sell-ins and lower post holiday retail inventories at major mass merchants resulted in higher volumes and earlier shipments of Spring product than in the third quarter of the prior year. The decline in the average selling price per unit was due to continued deflation in apparel prices and product mix. EBIT increased from $588 in the third quarter of the prior year to $5,759 in the third quarter of the current year. The improvement in EBIT was primarily driven by the increased sales volume, the leveraging of expenses over a larger sales base and the absence of $1,726 in bad debt expense recorded in the third quarter of the prior year related to the Kmart bankruptcy in that period. Also inclu ded in the third quarter of the prior year was $447 in goodwill amortization that is not being recorded in the current year due to the adoption of SFAS 142.

Nine Months: Net sales increased 26.7% from $172,641 in the first nine months of the prior year to $218,653 in the first nine months of the current year. This resulted from a 37.2% unit sales increase, which was partially offset by a 8.9% decline in the average selling price per unit. The unit sales increase was due to increased sales in the mass merchant distribution channel was responsible for mostchannel. As in the third quarter of the sales increase. EBIT declined 12.3% to $3,541current year, the decline in the average selling price per unit was due to gross margin pressures.changes in product mix toward a higher proportion of lower priced products and continued deflation in apparel prices. EBIT increased 125.6% from $4,905 in the first nine months of the prior year to $11,066 in the first nine months of the current year. Included in S,G&A in the first nine months of the prior year was $1,480 in goodwill amortization that is not being recorded in the current year due to the adoption of SFAS 142. The reasons for the EBIT improvement were substantially the same as those mentione d for the third quarter of the current year above.

Corporate and Other

Third Quarter:The Corporate and Other improvementdecline in EBIT was primarily attributable to higher accrued incentive compensation cost due to improved financial performance.

Nine Months: The decline in EBIT was primarily due to higher accrued incentive compensation cost due to improved financial performance and acquisition due diligence costs partially offset by LIFO inventory accounting and $551 of securitization interest classified as S, G & A in the prior year.adjustments.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is cash flow from operations. We supplement operating cash with our $65,000 securitization facility and uncommitted bank lines of credit. On February 28, 2003, $65,000 was available under the securitization facility of which $10,000 was outstanding. We had $145,500 in uncommitted lines of credit, of which $125,000 is reserved exclusively for letters of credit. We pay no commitment fees for these available lines of credit. At February 28, 2003 there were no direct borrowings and approximately $86,966 in letters of credit outstanding under these lines. We anticipate the use and availability of uncommitted resources as working capital needs may require.

Operating Activities

ChangesChange in cash flows from operating activityactivities are generallyprimarily due to changes in net earnings and working capital. Changes in working capital which isare primarily monitored primarily by analysis of the Company's investment in accounts receivable and inventory and by the amount of accounts payable. The following table sets forth an analysis of the primary components of working capital as adjusted to return the off-balance securitization program at August 31, 2001 to the balance sheet for comparison purposes.

Operating Activitiesactivities used $11,971$15,377 in the first quarternine months of the current year and $3,792$28,395 in the first quartersame period of the prior year. The changeincrease in receivables was primarily due to the timing ofincrease in sales withinvolume. Improved asset management drove the quarter and the increase of days sales outstanding due to the extension of payment terms. The inventory reduction from the first nine months of the prior year. The securitization facility, which is discussed in more detail in Financing Activities below, affected the first nine months of the prior year was driven by improved asset management, while the increase since the beginning of the year is due to planned increased sales.cash flow from operating activities.

Investing Activities

Investing activities, which include purchases of and proceeds from the sale of property, plant and equipment used $290$812 in the first quarternine months of the current year and $272$757 in the first quartersame period of the prior year.

Financing Activities

Financing activities generated $923$5,124 in the first quarternine months of the current year and $209generated $23,577 in the first quartersame period of the prior year. The primary difference was increasedthe decline in short-term borrowings offset by the reduction in proceeds from the issuance of common stock due to the exercise of employee stock options.borrowings.

The CompanyWe established a $90,000 accounts receivable securitization programfacility on May 3, 2001, under which the Company sellswe sell a defined pool of its accounts receivable to a securitization conduit. The CompanyWe used the proceeds from the receivables securitization facility to eliminate bank borrowings. At August 31,June 1, 2001, $53,000$56,000 was outstanding under the securitization agreement. The Company amended its trade receivables securitization agreement onfacility. A January 31, 2002 andamendment to the securitization facility discontinued theits off-balance sheet treatment ofand reduced the program. The facility amount was also reduced to $65,000. There was no debtWe had $25,000 outstanding under the securitization agreementfacility as of March 2, 2002, $0 at May 31, 2002. There was $2,5002002 and $10,000 on February 28, 2003. The receivables outstanding under the securitization agreement at August 30, 2002.facility and the corresponding debt are included as "Receivables" and "Notes payable" in the accompanying consolidated balance sheets. As collections reduce previously pledged interests, new receivables may be pledged.

If the securitization agreementfacility had not been treated as off-balance sheet at August 31,June 1, 2001, the accounts receivable balance at August 31,June 1, 2001 would have been increased $53,000by $56,000 to $112,387$106,699 and the balance of short-term debt would have been $53,000.$56,000. Net cash usedgenerated by operations for the quarternine months ended August 31, 2001March 1, 2002 would have declinedbeen increased by $3,000$56,000 from $3,792$28,395 cash used to $792 and net$27,605 cash provided. Net cash provided by financing activities would have been decreased by $3,000$56,000 from $209 cash$23,577 provided to $2,791$32,423 cash used.

On October 7, 2002, the Company's Board of Director's declared a cash dividend of $0.21 per share payable on November 30, 2002 to shareholders of record on November 15, 2002.

Market Risk Sensitivity

Inflation Risk

The consumer price index indicates deflation in apparel prices for at least the last threefive years. This deflation has resulted in the decline in the average selling price per unit for theour Company as a whole and for each operating segment.whole. In order to maintain gross margins and operating profit, the Companywe constantly seeksseek more cost effective product sourcing, productivity improvements and cost containment initiatives, in addition to efforts to increase unit sales.

There were no other material changes in Market Risk Sensitivity since the filing of the Annual report on Form 10-K for the fiscal year ended May 31, 2002.

NEW ACCOUNTING STATEMENTSNew Accounting Statements

A discussion of the effects of recently issued accounting standards appears in Note 56 to the Notes to theUnaudited Consolidated Financial Statements in Item 1 above.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operations is the Company'sour primary source of liquidity. The Company supplementsWe supplement operating cash with its $65,000 committedour trade receivables securitization programfacility and uncommitted bank lines of credit. On August 30, 2002, $56,323 was available under the securitization program and there was $2,500 outstanding under the securitization agreement. The Company has $164,500 in uncommitted lines of credit, of which $128,500 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. At August 30, 2002 there were no direct borrowings and approximately $83,255 in trade letters of credit outstanding under these lines. The Company anticipatesWe anticipate use and availability of uncommitted resources as working capital needs may require. In addition, we could, if necessary, raise additional funds through the issuance of debt or equity securities in public or private transactions.

The uses of funds primarily includesinclude working capital requirements, capital expenditures, acquisitions, which could be material, stock repurchases, dividends and repayment of short-term debt. The Company considersFrom time to time we consider possible acquisitions of apparel-related businesses that are compatible with itsour long-term strategies. The Company'sOur Board of Directors has authorized the Companyus to purchase shares of the Company's common stock on the open market and in negotiated trades as conditions and opportunities warrant.

FUTURE OPERATING RESULTS

The business climate remains quite challenging. Comparatively lower wholesale and retail inventories should provide the Company with the opportunity to replenish a somewhat depleted supply chain. The rollout of selected Lands' End apparel products to Sears stores this fall and next spring should have a favorable impact on the Company's sales and earnings. Sourcing and manufacturing initiatives implemented last year should continue to drive improvements in gross margin.

In September, the Pacific Maritime Association (PMA) locked out workerslight of the International Longshorecurrent economic and Warehouse Union (ILWU). The lockout resultedpolitical uncertainties as well as the sluggish and deflationary retail environment, we are approaching the upcoming fourth quarter with a measure of caution and conservatism. Compared to last year's strong fourth quarter, we expect sales to be moderately lower reflecting the early shipment of Spring merchandise in the shut downthird quarter and the deferral of all major west coast ports.some transition season merchandise into the first quarter of next year. The shut downprior year's fourth quarter included a LIFO credit of the ports resulted in disruption of the entire inbound international freight system as ships backed up at west coast ports and demand for east coast bound ships, empty shipping containers and air freight exceeded capacity. On October 8, acting pursuant to the Taft-Hartley Act, President Bush ordered an end to the lockout for an 80 day "cooling off" period. As of the date of this report, freight congestion is beginning to clear. In anticipation of the work stoppage, the Company took numerous steps to try to avoid any delays in its inbound shipments including shipping early where possible, shipping to east coast ports and in some cases by air. However,$0.10 per share due to the extentliquidation of LIFO inventory layers. This credit is not expected to recur in this year's fourth quarter. Consequently, we expect fourth quarter diluted earnings per share to be modestly lower.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the disruptionUnited States of America. The preparation of these financial statements requires us to make estimates and judgements that affect the entire international inbound freight system causedreported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Financial Reporting Release No. 60, which was released by the lockout, the Company expectsSecurities and Exchange Commission, requires all companies to experience some delays in the receipt and ultimate shipmentinclude a discussion of goods during the second quarter but does not expect such delays to be greater than those experienced by most other major apparel producers. If the PMA and the ILWU are unable to reach agreement on a new contract during the cooling off period, further disruptions could occur in the future.

For the second quarter, the Company expects a material improvement in sales and earnings compared to last year's depressed levels. For the full year, the Company expects a significant rebound in earnings on a moderate sales increase.

Critical Accounting Policies

The Company's critical accounting policies including the assumptions and judgements underlying them, are disclosedor methods used in the Company'spreparation of financial statements. The detailed Summary of Significant Accounting Policies is included in our Fiscal 2002 Annual Report to Shareholders for fiscal year ended May 31, 2002. Theseon Form 10-K. The following is a brief discussion of the more significant accounting policies have been consistently applied in all material respects and address such matters as concentrations of credit risk,methods we use.

Revenue recognition and accounts receivable securitization,

We consider revenue realized or realizable and earned when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred, our price to the buyer is fixed and determinable, and collectibility is reasonably assured. For accounts receivable, valuation,we estimate the net collectibility, considering both historical and anticipated trends of trade discounts and co-op advertising deductions taken by our customers, allowances we provide to our retail customers to flow goods through the retail channels, and the possibility of non-collection due to the financial position of our customers.

Inventory

For segment reporting, inventory managementis carried at the lower of FIFO cost or market. We estimate the amount of goods that we will not be able to sell in the normal course of business and revenue recognition. Whilewrite down the estimates and judgements associated with the applicationvalue of these policies maygoods to the recovery value expected to be realized through off-price channels yielding a normal gross margin when shipped. If we incorrectly anticipate these trends or unexpected events occur, our results of operations could be materially affected. For consolidated financial reporting, inventory is valued at the lower of LIFO cost or market. As part of our LIFO accounting, all markdowns are deferred until the period in which the goods are shipped. The markdown deferral is reflected in Corporate and Other.

Goodwill

The evaluation of goodwill under SFAS 142 requires valuations of each applicable underlying business. These valuations can be significantly affected by different assumptionsestimates of future performance and discount rates over a relatively long period of time, market price valuation multiples and transactions in related markets. These estimates will likely change over time. The transitional business valuation reviews required by SFAS 142 indicated that no reduction of the carrying value of goodwill for our business units was required. After the adoption of SFAS 142, goodwill is required to be evaluated annually, or conditions,sooner if events or changes in circumstances indicate that the Company believescarrying amount may exceed fair value. If this review indicates an impairment of goodwill balances, the estimatesamount of impairment will be recorded immediately and judgements associated withreported as a component of current operations.

Prior to adopting SFAS 142, goodwill was amortized over periods not exceeding 40 years. With the reported amounts are appropriateadoption of this standard, goodwill is not amortized. It is periodically reviewed for impairment as discussed above. SFAS 142 does not permit retroactive application to years prior to adoption. Therefore, earnings beginning in fiscal 2002 tend to be higher than earlier periods as a result of this accounting change. Goodwill amortization prior to the circumstances.adoption of SFAS 142 was primarily in our Womenswear segment and the amount of goodwill currently recorded is also primarily related to this segment.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements generally preceded by, followed by or that include the words "believe," "expect," "anticipate," "plan," "estimate" or similar expressions. These statements which include, among others, statements regarding our future liquidityexpected business outlook, anticipated financial and capital resource requirements as well as our future operating results, strategies, contingencies, financing plans, working capital needs, sources of liquidity, estimated amounts and timing of capital expenditures and other expenditures, and expected outcomes of litigation.

Forward-looking statements reflect our current expectations and are based on the Company's current beliefs or expectations.not guarantees of performance. These statements are based on numerousour management's beliefs and assumptions, which in turn are based on currently available information. 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 are subject tocost of planned capital expenditures, expected outcomes of pending litigation, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve risks and uncertainties. Although the Company feels that the beliefs and expectations in the forward-looking statements are reasonable, it does not and cannot give any assurance that the beliefs and expectations will prove to be correct. Many factorsuncertainties, which could significantly affect the Company's operations and cause the Company's actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our forward looking statements. Thoseability to control or predict. Such factors include, but are not limited to: (I) to the following:

• general economic and apparel business conditions; (ii) continued retailer and consumer acceptance of the Company's products; (iii) global manufacturing costs; (iv) the financi al condition of customers or suppliers; (v) changes in capital market conditions; (vi) governmental and businesscycles
• competitive conditions in our industry
• price deflation in the apparel industry
• our ability to identify and respond to fashion trends and to offer innovative and upgraded products
• the price and availability of raw materials
• our dependence on and relationships with key customers
• the ability of our contract manufacturers to deliver quality products in a timely manner
• the uninterrupted operation of our distribution facilities
• conditions in the foreign countries where the Company'sin which we operate or source our products are manufactured; (vii) changes in trade regulations; (viii)
• regulatory risks associated with importing products
• the impact of acquisition activity; (ix) changes in labor disputes and wars or acts of terrorism on our business
• increased competition from direct sourcing
• our ability to maintain our licenses
• our ability to protect our intellectual property
• our reliance on key management
• the Company's plans, strategies, objectives, expectations or intentions, which may happen at any time in the discretion of the Company; and (x) other risks and uncertainties indicated from timeinability to time in the Company's filings with the Securities and Exchange Commission. The Company doesseek remedies against Arthur Andersen LLP., our former independent accountants.

You should not have an obligation to publicly updateplace undue reliance on any forward-looking statements, whetherwhich are based on current expectations. Furthermore, forward-looking statements speak only as a result of the receiptdate they are made, and we undertake no obligation to update publicly any of them in light of new information occurrence of theor future events or otherwise.

ADDITIONAL INFORMATION

For additional information concerning the Company'sour 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 contained in the Company'sour Annual Report to shareholderson Form 10-K for the fiscal year ended May 31, 2002.

ItemITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the section entitled "Liquidity and Capital Resources" in Item 2 above, which sections are incorporated herein by reference.

ItemITEM 4. EVALUATION OF DISLCOSURE CONTROLS AND PROCEDURES

(a)

1. Evaluation of Disclosure Controls and Procedures.

Our chief executive officer and our chief financial officer, after evaluatingAs required by SEC rules, we have evaluated the effectiveness of the Company's "disclosuredesign and operation of our disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of an evaluation dateprocedures within 90 days beforeof the filing date of this quarterly report,report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that asthe design and operation of the evaluation date, our disclosure controls and procedures are effective. There were adequateno significant changes to our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that material information relatingrequired to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our consolidated subsidiaries would be made knownmanagement, including our principal executive officer and principal financial officer, as appropriate, to them by others within those entities.allow timely decisions regarding required disclosure.

(b) Changes in internal controls.In Internal Controls.

There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the evaluation date.

PART II. OTHER INFORMATION

ItemITEM 6. Exhibits and Reports on Form 8-K.EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

3a Articles of Incorporation of the Company.

99.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

The RegistrantWe did not file any reports on Form 8-K during the quarter ended August 30, 2002.February 28, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OXFORD INDUSTRIES, INC.

(Registrant)

CERTIFICATIONS

I, J. Hicks Lanier, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oxford Industries;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: October 11, 2002April 2, 2003

By:By /s/ J. Hicks Lanier

___________________

J. Hicks Lanier

Chief Executive Officer

============================================================================

I, Ben B. Blount, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oxford Industries;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: October 11, 2002April 2, 2003

By:By /s/ Ben B. Blount, Jr.

___________________

Ben B. Blount, Jr.

Chief Financial Officer