UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Commission File Number: 1-4365

OXFORD INDUSTRIES, INC.

Our SEC filings and public announcements may include forward-looking statements about future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all forward-looking statements contained herein, in our press releases or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). ImportantSuch statements are subject to a number of risks, uncertainties and assumptions relating to these forward-looking statements include, among others, assumptions regardingincluding, without limitation, the impact of economic conditions on consumer demand and spending, particularly in light of general economic uncertainty that continues to prevail, demand for our products, competitive conditions, timing of shipments requested by our wholesale customers, expected pricing levels, competitive conditions, retention of and disciplined execution by key management, the timing and cost of store openings and of planned capital expenditures, weather, costs of products as well as the raw materials used in those products, costs of labor, acquisition and disposition activities, expected outcomes of pending or potential litigation and regulatory actions, access to capital and/or credit markets and the impact of foreign lossesoperations on our consolidated effective tax rate. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. Risk Factors and elsewhere in this report and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

As used in this report, unless the context requires otherwise, "our," "us" or "we" means Oxford Industries, Inc. and its consolidated subsidiaries; "SG&A" means selling, general and administrative expenses; "SEC" means U.S. Securities and Exchange Commission; "FASB" means Financial Accounting Standards Board; "ASC" means the FASB Accounting Standards Codification; and "GAAP" means generally accepted accounting principles in the United States. States; and "Discontinued operations" means the assets and operations of our former Ben Sherman operating group which we sold in July 2015. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses or other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group.

Additionally, the terms listed below reflect the respective period noted:

Total assets for Corporate and Other include a LIFO reservereserves of $56.7$59.4 million and $56.4$58.6 million as of February 1, 2014January 30, 2016 and February 2, 2013,January 31, 2015, respectively. For more details on each of our operating groups, see Note 102 of our consolidated financial statements and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, both included in this report. For financial information by geographic areas, see Note 102 of our consolidated financial statements, included in this report.

Tommy Bahama

Tommy Bahama designs, sources, markets and distributes men's and women's sportswear and related products. The target consumers of Tommy Bahama are primarily affluent men and women age 35 and older who embrace a relaxed and casual approach to daily living. Tommy Bahama products can be found in our Tommy Bahama stores and on our Tommy Bahama e-commerce website, tommybahama.com, as well as in better department stores and independent specialty stores throughout the United States. We also operate Tommy Bahama restaurants and license the Tommy Bahama name for various product categories. During Fiscal 2013, 96%2015, 95% of Tommy Bahama's sales were to customers within the United States, with 2% of Tommy Bahama's sales in Canada and the remaining sales being in Canada, Australia and Asia.

We believe there is ample opportunity to expand the reach of the Tommy Bahama brand, while at the same time maintaining the select distribution that Tommy Bahama has historically maintained. We believe that in order to take advantage of opportunities for long-term growth, we must continue to invest in the Tommy Bahama brand.brand both domestically and internationally. These investments include amounts associated with capital expenditures and pre-opening expenses of new stores and restaurants as well asrestaurants; the remodeling of existing stores and restaurants; capital expenditures and ongoing expenses to enhance e-commerce and other technology capabilities; and capital expenditures related to facilities;distribution and capital expendituresother facilities.

We believe there are abundant opportunities for continued growth in the United States through direct to consumer expansion as well as developing a more significant women's business in the long-term. During Fiscal 2015, Tommy Bahama's women's business represented 29% of Tommy Bahama's full-price direct to consumer sales but a much lower percentage of Tommy Bahama's wholesale sales. In recent years we began expansion of the Tommy Bahama brand into international markets. These efforts have included the acquisition of the assets and operations of the Tommy Bahama business from our former licensees in Australia in Fiscal 2012 and Canada in Fiscal 2013. The operations of these licensees in each of these countries had developed a certain level of brand awareness, but we determined that after considering the potential direct to consumer and wholesale growth opportunities in those countries, it was appropriate for us to re-acquire the rights to the operations.

We also commenced operations in Asia by opening retail store locations in Asia beginning in Fiscal 2012. The operations in Asia thus far have generated operating expenseslosses as we developed a significant Hong Kong-based team and infrastructure to support a larger Asia retail operation. The roll-out of retail stores in Asia has been at a modest pace as we have attempted to focus on improving store operations in Asia prior to engaging in a significant roll-out of additional stores. As a lifestyle brand which desires to remain primarily a full-price brand, we continue to believe it is appropriate that in certain key markets we initially set the tone for the brand rather than engaging a partner. However, in the future, we may engage a local partner to accelerate growth in markets that we have not yet entered, as well as in markets that we are currently operating.

Our near term focus in the Asia-Pacific region remains on our direct to consumer operations in Australia and Japan while at the same time further reducing our infrastructure costs in Hong Kong to better align with our current Asia retail operations. During Fiscal 2015, at the expiration of the respective leases, we closed our retail store in Macau and outlet store in Hong Kong, and we also plan on closing our store in Singapore in Fiscal 2016. These closures will result in our Asia-Pacific retail operations primarily consisting of stores in Australia and Japan. By focusing on Australia and Japan and increasing the store count in those locations, as appropriate, we believe we can do a better job of increasing brand awareness and sales by focusing our marketing spend in a location where the consumer has a variety of options for purchasing Tommy Bahama product, including our own retail stores, our wholesale customers' stores and, in the case of Japan, an in-country Tommy Bahama website. While we believe there are significant long-term opportunities for our Tommy Bahama operations in the Asia-Pacific region, we believe that the operating losses associated with our ongoing expansion into the Asia-Pacific region. We expect that the investmentsthese operations will continue to put downward pressure on our operating marginsmargin in the near future until we have sufficient sales to leverage the operating costs.

Tommy Bahama products are designed by product specific teams who focus on the target consumer. The design process includes feedback from buyers, consumers and sales agents, along with market trend research. Our Tommy Bahama apparel products generally incorporate fabrics made of cotton, silk, linen, nylon, leather, tencel and other natural and man-made fibers, or blends of two or more of these materials.

We operate a buying office located in Hong Kong to manage the production and sourcing of substantially allthe substantial majority of our Tommy Bahama products. During Fiscal 2013,2015, we utilized approximately 210more than 250 suppliers which are primarily located in China, to manufacture our Tommy Bahama products. In Fiscal 2013, 81%2015, 77% of Tommy Bahama's product purchases were from manufacturers in China. The largest 10 suppliers of Tommy Bahama products provided 49%48% of the products acquired during Fiscal 2013.2015, with no individual supplier providing greater than 10%.

We operate a Tommy Bahama distribution center in Auburn, Washington.Washington, which serves our North American direct to consumer and wholesale operations. Activities at the distribution center include receiving finished goods from suppliers, inspecting the products and shipping the products to our Tommy Bahama stores, our wholesale customers and our e-commerce customers. We seek to maintain sufficient levels of Tommy Bahama inventory at the distribution center to support our North American direct to consumer operations, as well as pre-booked orders and some limited replenishment ordering for our North American wholesale customers. We utilizeuse local third party distribution centers for our Asian and AustralianAsia-Pacific operations.

A key component of our Tommy Bahama growth strategy is to operate our own stores and e-commerce website,websites, which we believe permits us to develop and build brand awareness by presenting our products in a setting specifically designed to showcase the aspirational lifestyle on which the products are based. Our Tommy Bahama direct to consumer channels, which consist of retail store, e-commerce and restaurant operations, in the aggregate, represented 74%76% of Tommy Bahama's net sales in Fiscal 2013.2015. We expect the percentage of our Tommy Bahama sales which are direct to consumer sales will increase slightly in future years as we anticipate that the direct to consumer distribution channel will continue to grow at a faster pace than the wholesale distribution channel. Retail store, e-commerce and restaurant net sales accounted for 51%50%, 13%15% and 10%11%, respectively, of Tommy Bahama's net sales in Fiscal 2013. During Fiscal 2013, 65% and 29% of our full-price retail store sales were sales of Tommy Bahama men's product and women's product, respectively, including apparel and accessories, with the remainder of the full-price retail store sales being home products and other accessories.

Our direct to consumer strategy for the Tommy Bahama brand includes locating and operating full-price retail stores in upscale malls, lifestyle shopping centers, resort destinations and brand appropriate street locations. Generally, we seek mallsshopping areas and shopping areasmalls with high-profile or luxuryupscale consumer brands for our full-price retail stores. As of February 1, 2014,January 30, 2016, approximately 40% of our full-price Tommy Bahama retail locations arewere in regional malls, with the remainder primarily being stores in street-front locations or lifestyle centers. Our full-price retail stores allow us the opportunity to carry a full line of current season merchandise, including apparel, home products and accessories, all presented in an aspirational, island-inspired atmosphere designed to be relaxed, comfortable and unique. We believe that the Tommy Bahama retail stores provide high visibility for the brand and products, and allow us to stay close to the preferences of our consumers. Further, we believe that our presentation of products and our strategy to operate the retail stores as full-price stores with limited in-store promotional activities are good for the Tommy Bahama brand and, in turn, enhance business with our wholesale customers. Generally, we believe there are opportunities for retail stores in warmer and colder climates, as we believe the more important consideration is whether the location attracts the affluent consumer that we are targeting.

Our Tommy Bahama outlet stores, which generated 10% of our total Tommy Bahama net sales in Fiscal 2013,2015, are generally located in outlet shopping centers that include upscale retailers and serve an important role in overall inventory management by allowing us to sell discontinued and out-of-season products at better prices than are otherwise available from outside parties. We believe that this approach helps us protect the integrity of the Tommy Bahama brand by allowing our full-price retail stores to limit promotional activity and controlling the distribution of discontinued and out-of-season product. To supplement the clearance items sold in Tommy Bahama outlets, approximately 20% of the product sold in our Tommy Bahama outlets was made specifically for our outlets. At this time and based on our anticipated proportion of clearance versus made-for items in our outlet stores, we anticipate that we would generally operate one outlet for approximately every three full-price stores.

As of February 1, 2014January 30, 2016 we operated 1416 restaurants, generally adjacent to a Tommy Bahama full-price retail store location, which together we often refer to as islands. These restaurant-retail locations provide us with the opportunity to immerse customers in the ultimate Tommy Bahama experience. We do not anticipate that many of our retail locations will have an adjacent restaurant; however, in select high-profile, brand appropriate locations, such as Naples and Jupiter, Florida, Waikiki, Hawaii, and New York City, we have determined that an adjacent restaurant can further enhance the image of the brand. Generally,The net sales per square foot in our domestic full-price retail stores which are adjacent to a restaurant outpaceare on average two times the net sales per square foot of our typicaldomestic full-price retail store, as westores not adjacent to a restaurant. We believe that the experience of a meal or drink in a Tommy Bahama restaurant experience may entice the customer to purchase additional Tommy Bahama merchandise.merchandise and potentially provide a memorable consumer experience that further enhances the relationship between Tommy Bahama and the consumer.

During Fiscal 2013, the average total gross square feet, calculated as the average of the total gross square feet at the beginning and end of each quarter during the year, of full-price retail space, including the retail portion of our Tommy Bahama restaurant-retail locations, used in our domestic and international retail operations for Tommy Bahama was approximately 355,000 square feet, while the average total gross square feet of space used in our domestic and international Tommy Bahama outlet operations was approximately 150,000 square feet. In Fiscal 2014,future years, we currently expect to open 11 domestic retail locations in total. The majority of these locations are full-price stores and one is a restaurant-retail location in Jupiter, Florida. We currently anticipate opening eightapproximately seven to 10 domestic retail locations per year, beyond Fiscal 2014. Additionally,however, recently we expect to open one or two international stores in Fiscal 2014. Although the specific locations and timing of all of our domestic and international store openings have not been finalized, we anticipate opening full-price retail locations in Sarasota, Florida and La Jolla, California, among other cities, in Fiscal 2014.

estimate that we will spend approximately $1.2 million and $0.5$1.0 million on average in connection with the build-out of a domestic full-price retail store and domestic outlet store, respectively.store. However, individual locations, particularly those in urban locations, may require investments greater than these amounts depending on a variety of factors, including the location and size of the store. The cost of a restaurant-retail location is significantly more than the cost of a retail store and can vary significantly depending on a variety of factors. Historically, the cost of our restaurant-retail locations has been approximately $5 million; however, we have spent significantly more than that amount for certain

In additionWe also incur capital expenditures when a lease expires and we determine it is appropriate to ourrelocate a store to a new location in the same vicinity as the previous store. The cost of store openings,relocations is generally comparable to the costs of opening a new full-price retail store or outlet store. Additionally, we also incur capital expenditure costs related to periodic remodels of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate. We also incur capital expenditures whenWhen a lease expires and we determine it is appropriatemay decide to relocate aclose the store rather than relocating the store to a newanother location inor renewing the same vicinity as the previous store.lease. As we reach the expirations of more of our lease agreements in the near future, we anticipate that the capital expenditures for relocations and remodels, and relocations willin the aggregate, may increase in future periods. The cost of store relocations is generally comparable to the costs of opening a new full-price retail store or outlet store.

In addition to our full-price retail stores and outlet stores, and restaurant-retail operations, our direct to consumer approach includes various e-commerce websites, including the tommybahama.com website and the tommybahama.jp website, which launched in February 2015. During Fiscal 2015, e-commerce sales represented 13%15% of Tommy Bahama's net sales during Fiscal 2013. The website allowssales. Our Tommy Bahama websites allow consumers to buy Tommy Bahama products directly from us via the Internet. This website hasThese websites also enabledenable us to significantly increase our database of customerconsumer contacts, which allows us to communicate directly and frequently with consenting consumers. As we reach more customers in the future, we anticipate that our e-commerce distribution channel for Tommy Bahama will continue to grow at a faster pace than our domestic retail store operations or wholesale operations. Also, we expect to continue to have a select number of e-commerce flash clearance sales, which represented 9% of Tommy Bahama e-commerce sales in Fiscal 2015, using our outlettommybahama.com website as a means of complementing our outlets in liquidating discontinued or out-of-season inventory, in a brand appropriate manner.

To complement our direct to consumer operations and have access to a larger group of consumers, including those who may wish to shop at specialty stores or department stores, we continue to maintain our wholesale operations for Tommy Bahama throughBahama. Tommy Bahama's wholesale customers consist of sales to better department stores and specialty stores. Although we do not expectstores that the Tommy Bahama wholesale business will grow at the same pace as the direct to consumer distribution channel, wegenerally follow a full-price retail model approach with limited discounting. We value our long-standing relationships with our wholesale customers and are committed to working with them to enhance the success of the Tommy Bahama brand within their stores.

Wholesale sales for Tommy Bahama accounted for 24% of Tommy Bahama's net sales in Fiscal 2015. Approximately two-thirds of of Tommy Bahama's wholesale business reflects sales to major department stores with the remaining wholesale sales primarily being sales to specialty stores. Tommy Bahama products are available in more than 2,000 retail locations. During Fiscal 2013, 16%2015, 15% of Tommy Bahama's net sales were to Tommy Bahama's five largest wholesale customers, with no individualits largest customer representing greater than 10%6% of Tommy Bahama's net sales. Almost half of Tommy Bahama's wholesale business reflects sales to its two largest customers, Macy's and Nordstrom's, with the remaining wholesale sales being sales to other department and specialty stores. Tommy Bahama products are available in more than 2,000 retail locations.

We maintain Tommy Bahama apparel sales offices and showrooms in several locations, including New York and Seattle, as well as other locations, to facilitate sales to our wholesale customers. Our Tommy Bahama wholesale operations utilize a sales force primarilypredominantly consisting of independent commissioned sales representatives.

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

In addition to our licenses for the specific product categories listed above, we may enter into certain international licensedistributor agreements which allow those licenseesparties to distribute certain Tommy Bahama brandedapparel and other products on a wholesale and/or retail basis within certain countries or regions. As of February 1, 2014,January 30, 2016, we have one such agreement for the United Arab Emirates.Middle East. Substantially all of the products sold by the licenseedistributor are identical to the products sold in our own Tommy Bahama stores. In addition to selling Tommy Bahama goods to wholesale accounts, the licenseedistributor operates threeits own retail stores.

Tommy Bahama's operating results are impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. The following table presents the percentage of net sales and operating income for Tommy Bahama by quarter for Fiscal 2013:2015:

As the timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments or other factors affecting the business may vary from one year to the next, we do not believe that net sales or operating income for any particular quarter or the distribution of net sales and operating income for Fiscal 20132015 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. For example, in Fiscal 2015, Tommy Bahama's operating results in the third quarter were negatively impacted by increased occupancy costs associated with duplicate rent expense, moving costs and higher rent structure related to the relocation of Tommy Bahama's office in Seattle, Washington as well as substantial pre-opening rent and set-up costs associated with the Waikiki restaurant-retail location which opened in late October 2015.

The timing of Tommy Bahama's sales in the direct to consumer and wholesale distribution channels generally varies. Typically, the demand in the direct to consumer operations, including sales at our own stores and e-commerce site, for Tommy Bahama products in our principal markets is generally higher in the spring, summer and holiday seasons and lower in the fall season. However, wholesale product shipments are generally shipped prior to each of the retail selling seasons. As the allocation of sales within a quarter is impacted by the seasonality of direct to consumer and wholesale sales, we have presented in the following table the proportion of net sales for each quarter represented by each distribution channel for Fiscal 2013,2015, which may not necessarily be indicative of the allocation of sales within any particular quarter in future periods:

Lilly Pulitzer

Lilly Pulitzer designs, sources, markets and distributes upscale collections of women's and girl's dresses, sportswear and related products. The Lilly Pulitzer brand was originally created in the late 1950's by Lilly Pulitzer and is an affluent brand with a heritage and aesthetic based on the Palm Beach resort lifestyle. The brand is somewhat unique among women's brands in that it has demonstrated multi-generational appeal, including young women in college or recently graduated from college; young mothers with their daughters; and women who are not tied to the academic calendar. Lilly Pulitzer products can be found in our owned Lilly Pulitzer stores, in Lilly Pulitzer Signature Stores, which are described below, and on our Lilly Pulitzer website, lillypulitzer.com, as well as in better department and independent specialty stores. During Fiscal 2013, 41%2015, 45% and 37% of Lilly Pulitzer's net sales were for women's sportswear and dresses, respectively, with the remaining sales consisting of Lilly Pulitzer accessories, including scarves, bags, jewelry and bags;belts; children's apparel; footwear; and licensed products. Sportswear represented a greater proportion of Lilly Pulitzer sales in Fiscal 2013 than Fiscal 2012 as the breadth of our sportswear offerings has expanded and

We acquired the Lilly Pulitzer brand on December 21, 2010 and anticipate growth in the brand's retail, e-commerce, wholesale and licensing operations in the future. We believe that there is significant opportunity to expand the reach of the Lilly Pulitzer brand, while at the same time maintaining the exclusive distribution that Lilly Pulitzer has historically maintained. We believe that in order to take advantage of opportunities for long-term growth, we must continue to invest in the Lilly Pulitzer brand. These investments include amounts associated with the opening ofand operating new stores, costs to enhance e-commerce and other technology capabilities an expansion and other enhancements of Lilly Pulitzer's facilities in King of Prussia, Pennsylvania and an increase in employment, advertising and other costs to continue to support a growing business. While we believe that these investments will generate long-term benefits, the investments may have a short-term negative impact on Lilly Pulitzer's operating margin.

We believe the attraction of the Lilly Pulitzer brand to our consumers is a reflection of years of effort to ensure that themaintaining appropriate quality and design of the Lilly Pulitzer apparel, accessories and licensed products, is maintained, while also restricting the distribution of the Lilly Pulitzer products to a select tier of retailers.retailers and effectively communicating the message of Lilly's optimistic Palm Beach resort chic lifestyle. We believe this approach to quality, design, distribution and distributioncommunication has been critical in allowing us to achieve the current retail price points for Lilly Pulitzer products. We believe that the retail sales value of all Lilly Pulitzer branded products sold during Fiscal 2013,2015, including our estimate of retail sales by our wholesale customers and other third party retailers, but excluding sales associated with the one-time Target collaboration in April 2015, exceeded $200$275 million.

Lilly Pulitzer's products are developed by our dedicated design teams primarily located at the Lilly Pulitzer headquarters in King of Prussia, Pennsylvania.Pennsylvania as well as Palm Beach, Florida. Our Lilly Pulitzer design teams focus on the target consumer, and the design process combines feedback from buyers, consumers and our sales force, along with market trend research. Lilly Pulitzer apparel products are designed to incorporate various fiber types, including cotton, silk, linen and other natural and man-made fibers, or blends of two or more of these materials.

Lilly Pulitzer utilizesuses a combination of in-house employees in our King of Prussia and Hong Kong offices and third party buying agents primarily based in Asia to manage the production and sourcing of the Lilly Pulitzer apparel products. Through its buying agents and direct sourcing, Lilly Pulitzer used approximately 4050 suppliers, located primarily in China to manufacturewith the largest individual supplier providing 13%, and the largest 10 suppliers providing 62%, of the Lilly Pulitzer products acquired during Fiscal 2013.2015. In Fiscal 2013, 75%2015, 61% of Lilly Pulitzer's product purchases were from manufacturers located in China. The largest 10 suppliers provided 79%

We believe that advertising and marketing are an integral part of the long-term strategy of the Lilly Pulitzer brand, and we therefore devote significant resources to advertising and marketing. We intend that Lilly Pulitzer's advertising will engage individuals within the brand's consumer demographic and guide them on a regular basis to our retail stores, e-commerce websites and wholesale customers' stores in search of our products. The marketing of the Lilly Pulitzer brand includes email, Internet and social media advertising as well as traditional media such as catalogs, print and other correspondence with customers and moving media and trade show initiatives. We believe that it is very important that a lifestyle brand effectively communicate with consumers on a regular basis via the use of electronic media and print correspondence about product offerings or other brand events in order to maintain and strengthen the brand's connections with consumers.

our retail stores enhance the shopping experience of our customers, which we believe will increase consumer brand loyalty. Marketing initiatives at certain of our retail stores may include special event promotions and a variety of public relations activities designed to create awareness of our stores and products. At certain times during the year, an integral part of the marketing plan for Lilly Pulitzer includes certain gift with purchase programs where the consumer earns the right to a Lilly Pulitzer gift product if certain spending thresholds are achieved by the consumer. We believe that our retail store operations as well as our traditional and electronic media communications enhance brand awareness and increase the sales of Lilly Pulitzer products acquired during Fiscal 2013.in all channels of distribution.

Lilly Pulitzer operates a distribution center in King of Prussia, Pennsylvania for its operations. Activities at the distribution center include receiving finished goods from suppliers, inspecting the products and shipping the products to wholesale customers, Lilly Pulitzer full-price retail stores and our e-commerce customers. We seek to maintain sufficient levels of inventory at the distribution center to support our direct to consumer operations, as well as pre-booked orders and some limited replenishment ordering for our wholesale customers.

A key component of our Lilly Pulitzer growth strategy is to operate our own stores and e-commerce website which we believe permits us to develop and build brand awareness by presenting products in a setting specifically designed to showcase the aspirational lifestyle on which they are based. The distribution channels included in Lilly Pulitzer's direct to consumer strategy consist of full-price retail store and e-commerce operations and represented 57%68% of Lilly Pulitzer's net sales in Fiscal 2013,2015, compared to 54%62% in Fiscal 2012.2014. We expect the percentage of our Lilly Pulitzer sales which are direct to consumer sales towill increase in future years as we anticipate that the full-price retail and e-commerce components of the Lilly Pulitzer business will continue to grow at a faster rate than the wholesale distribution channel.

During Fiscal 2013, the average total gross square feet, calculated as the average of the total gross square feet at the beginning and end of each quarter during the year, of retail space was approximately 62,000 square feet. In Fiscal 2014,2016, we expect to open fivesix retail stores, and after Fiscal 2016, we expect to maintain a similar pace of four to six stores a year after Fiscal 2014. Althoughin the specific locations and timing of all of our store openings have not been finalized, we anticipate opening full-price retail store locations in Tampa, Key Largo and Sarasota, Florida; Birmingham, Alabama; and Bethesda, Maryland in Fiscal 2014.

In addition to new store openings, we also incur capital expenditure costs related to remodels of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate. We may also incur capital expenditures if a lease expires, or otherwise, and we determine it is appropriate to relocate a store to a new location in the same vicinity as the previous store. The cost of store relocations, if any, will generally be comparable to the cost of opening a new store. Alternatively, when a lease expires we may decide to close the store rather than relocating the store to another location or renewing the lease. In the First Quarter of Fiscal 2016, we closed our East Hampton, New York store at the expiration of the lease agreement.

In addition to operating Lilly Pulitzer full-price retail stores, another key element of our direct to consumer strategy is the lillypulitzer.com website, which represented 25%30% of Lilly Pulitzer's net sales in Fiscal 20132015 compared to 24%28% in Fiscal 2012. We believe our ability to effectively communicate the Lilly Pulitzer brand message to targeted consumers through social media and other methods of digital marketing is a significant factor in the success of the Lilly Pulitzer brand.2014. The Lilly Pulitzer e-commerce business has experienced significant growth in recent years and we anticipate that the rate of growth of the e-commerce business will remain strong in the future.

We also utilize the Lilly Pulitzer website as an effective means of liquidating discontinued or out-of-season inventory, which is an ongoing part of ourany apparel business, in a brand appropriate manner.

To complement our direct to consumer operations and have access to a larger group of consumers, including those who may wish to shop at a specialty store or department store, we continue to maintain our wholesale operations for Lilly Pulitzer throughPulitzer. These wholesale operations are with better department stores and specialty stores that generally follow a full-price retail model approach with limited discounting. During Fiscal 2015, approximately 32% of Lilly Pulitzer's net sales were sales to wholesale customers. During Fiscal 2015 almost one-half of Lilly Pulitzer's wholesale sales were to Lilly Pulitzer's Signature Stores, as described below, while approximately one-third of Lilly Pulitzer's wholesale sales were to department stores. Lilly Pulitzer's net sales to its five largest wholesale customers represented 13% of Lilly Pulitzer's net sales in Fiscal 2015 with its largest customer representing 5% of Lilly Pulitzer's net sales.

Although we do not expect that the Lilly Pulitzer wholesale business will grow at the same pace as the direct to consumer distribution channel, we value our long-standing relationships with our wholesale customers and are committed to working with them to enhance the success of the Lilly Pulitzer brand within their stores. We believe that the integrity and continued success of the Lilly Pulitzer brand, including its direct to consumer operations, is dependent, in part, upon controlled wholesale distribution with careful selection of the retailers through which Lilly Pulitzer products are sold. During Fiscal 2013, 43% of Lilly Pulitzer's net sales were sales to wholesale customers, with Lilly Pulitzer products are available in more than 500600 retail locations.

We maintain Lilly Pulitzer apparel sales offices and showrooms in several locations, includingPalm Beach, Florida; King of Prussia, Pennsylvania and New York City. Our wholesale operations for Lilly Pulitzer utilize a sales force consisting of salaried sales employees.

We license the Lilly Pulitzer trademark to licensees in categories beyond Lilly Pulitzer's core product categories. In the long-term, we believe licensing may be an attractive business opportunity for the Lilly Pulitzer brand.brand, particularly once our direct to consumer presence has expanded. Once a brand is established, licensing requires modest additional investment but can yield high-margin income. It also affords the opportunity to enhance overall brand awareness and exposure. In evaluating a potential Lilly Pulitzer licensee, we consider the candidate's experience, financial stability, manufacturing performance and marketing ability. We also evaluate the marketability and compatibility of the proposed products with other Lilly Pulitzer brand products.

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

Third party license arrangements for Lilly Pulitzer products include the following product categories: bedding and home fashions,fashions; home furnishing fabrics,fabrics; stationery and gift products, cosmetic bagsproducts; and eyewear.

Lilly Pulitzer's operating results are impacted by seasonality as the demand by specific product or style as well as demand by distribution channel may vary significantly depending on the time of year. The following table presents the percentage of net sales and operating income for Lilly Pulitzer by quarter for Fiscal 2013:

As the timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments or other factors affecting the business may vary from one year to the next, we do not believe that net sales or operating income for any particular quarter or the distribution of net sales for Fiscal 20132015 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years.

The timing of Lilly Pulitzer's sales in the direct to consumer and wholesale distribution channels generally varies. Typically, the demand in the direct to consumer operations, including sales for our own stores and e-commerce sites, for Lilly

Lanier Apparel

During Fiscal 2015, our former Lanier Clothes operating group and Oxford Golf business, which was previously included in Corporate and Other, were combined into our Lanier Apparel group. We believe that this combination of the two businesses provides additional opportunities for growth for each of the businesses in the future. The Lanier Clothes business, an efficient operator that excels in sourcing, production, logistics, distribution and tailored clothing design, lacked an appropriate level of

Lanier ClothesApparel designs, sources and marketsdistributes branded and private label men's apparel, including tailored clothing, including suits, sportcoats, suit separatescasual pants and dress slackssportswear, across a wide range of price points, with the majority of the business at moderate price points. The majority of our Lanier Clothes brandedApparel products are sold under certain trademarks licensed to us by third parties. Licensed brands includedinclude Kenneth Cole®, Dockers®, Geoffrey Beene® and Ike Behar®Nick Graham®. Additionally, we design and market products for our owned Billy London®, Arnold Brant® and Oxford Republic®Golf® brands. Billy London is a modern, British-inspired fashion brand geared towards the value-oriented consumer, while Arnold Brant is an upscale tailored clothing brand that is intended to blend modern elementsSales of style with affordable luxury. branded products represented approximately 68% of Lanier Apparel's net sales during Fiscal 2015.

In addition to thethese branded businesses, Lanier ClothesApparel designs and sources private label tailored clothingapparel products for certain customers, including a large new private label pants program for whicha warehouse club. For our large retail customers, the first shipments occurred in the fourth quarter of Fiscal 2013. The private label programs offer the retailercustomer product exclusivity at generally higher gross margins than they would achieve on branded products, while allowing us the opportunity to leverage our design, sourcing, production, logistics and distribution infrastructure. For other customers, we may perform any combination of design, sourcing, production, logistics infrastructure. Salesor distribution services for a brand owner who will then distribute the product acquired from us to their wholesale customers. In these cases, the brand owner may have determined it is more efficient to outsource the functions to Lanier Apparel, may be a small company that lacks such expertise given the brand's size or may want to focus their energies on the design aspect of branded products represented approximately 70% of Lanier Clothes' net sales during Fiscal 2013.their brand.

Our Lanier ClothesApparel products are sold to department stores, national chains, department stores, specialty stores, specialty catalog retailers, warehouse clubs, and discount retailers, specialty retailers and others throughout the United States. We believe Lanier ClothesApparel's products are sold in more than 5,000 different stores.retail locations. In Lanier Clothes,Apparel, we have long-standing relationships with some of the United States' largest retailers, with Men's Wearhouse, Macy's, Burlington Coat Factoryretailers. During Fiscal 2015, Lanier' Apparel's three largest customers represented 18%, 16% and Sears (which includes Lands' End) representing 17%, 17%, 14% and 12%, respectively,13% of Lanier Clothes'Apparel's net sales, during Fiscal 2013. Saleswhile sales to Lanier Clothes'Apparel's 10 largest customers represented 87%78% of Lanier Clothes'Apparel's net sales in Fiscal 2013.sales. The amount and percentage of net sales attributable to an individual customer in future years may be different than Fiscal 20132015 amounts as sales are typically on an order by order or specific program basis and not tied to long-term contracts.

The moderate price point tailored clothing market is anand sportswear markets are extremely competitive apparel sectorsectors with significant competition at retail and gross margin pressures due to retail sales price pressures and sourcingas well as product cost increases. We continue to believe that the opportunities for branded tailored clothing are generally better than private label tailored clothing, although the challenges in branded tailored clothing are also significant. We believe that our Lanier ClothesApparel business has historically excelled at bringing quality products to our customers at competitive prices and managing inventory risk appropriately while requiring minimal capital expenditure investments.

We believe that superior customer service and supply chain management, as well as the design of quality products, are all integral components of our strategy in the branded and private label tailored clothing market.and sportswear markets in which Lanier Apparel operates. Our Lanier Clothes'Apparel design teams, which are located in New York City and Atlanta, focus on the target consumer for each brand.brand and product. The design process combines feedback from buyers and sales agents along with market trend research.research and input from manufacturers. Our various Lanier ClothesApparel products are manufactured from a variety of fibers, including wool, silk, linen, cotton and other natural fibers, as well as synthetics and blends of these materials.

Lanier ClothesApparel manages production in Asia and Latin America and Italy through a combination of efforts from our Lanier ClothesApparel offices in Atlanta Georgia and Hong Kong as well as with third party buying agents. Lanier Apparel's sourcing operations are also supplemented, as appropriate, by third party contractors who may provide certain sourcing functions or in-country quality assurance to further enhance Lanier Apparel's global sourcing operations. During Fiscal 2013, 46%, 19% and 17%2015, 74% of Lanier ClothesApparel's product purchases were from manufacturers located in Vietnam, India and China, respectively, which reflects a significant change in sourcing in the last few years as 68% ofVietnam. Lanier Clothes product purchases were from China in Fiscal 2010. The shift is primarily a result of the increased cost of manufacturing in China. Lanier ClothesApparel purchased goods from approximately 135

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

We maintain apparel sales offices and showrooms for our Lanier ClothesApparel products in several locations, including New York City and Atlanta. WeAtlanta and employ a sales force for Lanier Clothes consisting of a combination of salaried employees.employees and independent sales reps. Lanier Clothes alsoApparel operates the billylondonuk.com, menstailoreddirect.com and menstailoreddirect.comoxfordgolf.com websites, where certain Lanier ClothesApparel products may be purchased onlineon-line directly by consumers. In addition, Lanier ClothesApparel also ships certain products directly to consumers who purchase products from the websites of certain of ourits wholesale customers.

Lanier Clothes'Apparel's operating results are impacted by seasonality as the demand by specific product or style may vary significantly depending on the time of year. As a wholesale tailored clothingapparel business, in which product shipments generally occur prior to the retail selling seasons, the seasonality of Lanier ClothesApparel generally reflects stronger spring and fall wholesale deliveries which typically occur in our first and third quarters; however, in some fiscal years this maywill not be the case in every fiscal year as evidenced by the impact that a significant new pants program, which initially shipped in the fourth quarterdue to much of Fiscal 2013, had on the distribution of net sales and operating income in Fiscal 2013.Lanier Apparel's operations being program-driven businesses. The following table presents the percentage of net sales and operating income for Lanier ClothesApparel by quarter for Fiscal 2013:2015:

As theThe timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments, the introduction of new programs, the loss of programs or customers or other factors affecting the business may vary significantly from one year to the next,next. Therefore, we do not believe that net sales or operating income of Lanier Apparel for any particular quarter or the distribution of net sales and operating income for Fiscal 2013, which varied significantly from Fiscal 2012,2015 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years.

Corporate and Other

Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, elimination of inter-segment sales, LIFO inventory accounting adjustments, other costs that are not allocated to the operating groups and operations of our other businesses which are not included in our four operating groups, including our Oxford Golf and our Lyons, Georgia distribution center operations.operations, which performs warehouse and distribution services for third parties, as well as our Lanier Apparel business. LIFO inventory calculations are made on a legal entity basis which does not correspond to our operating group definitions; therefore, LIFO inventory accounting adjustments are not allocated to operating groups.

Discontinued Operations

References to resultsDiscontinued operations include the assets and operations of operations, assets or liabilities related to discontinued operations within this report refer to the operations, assets or liabilities associated with our former Oxford ApparelBen Sherman operating group which werewe sold on January 3, 2011. Our former Oxford Apparel operating group sold certain private label and branded apparel to a variety of customers.in July 2015. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses and expenses includedother information in this report reflect continuing operations and do not includeexclude any amounts related to the discontinued operations.

As discussed above, we own trademarks, several of which are very important to our business. Generally, our significant trademarks are subject to registrations and pending applications throughout the world for use on a variety of items of apparel and, in some cases, apparel-related products, accessories, home furnishings and beauty products, as well as in connection with retail services. We

continue to expandevaluate our worldwide usage and registration of certain of our trademarks. In general, trademarks remain valid and enforceable as long as the trademarks are used in connection with our products and services in the relevant jurisdiction and the required registration renewals are filed. Important factors relating to risks associated with our trademarks include, but are not limited to, those described in Part I, Item 1A. Risk Factors.

We intend to maintain flexible, diversified, cost-effective sourcing operations that provide high-quality brandedapparel products. Our operating groups, either internally or through the use of third-partythird party buying agents, source substantially all of our products from non-exclusive, third-partythird party producers located in foreign countries, with a significant concentration in Asia, or from our licensees for licensed products sold in our direct to consumer distribution channels. The use of contract manufacturers reduces the amount of capital investment required by us as operating manufacturing facilities can require a significant amount of capital investment. During Fiscal 2013,2015, we sourced approximately 62% and 14% of our products from producers located in China and Vietnam, respectively, with lessno other country greater than 10% of our products sourced from each other single country.. Although we place a high value on long-term relationships with our suppliers and have used many of

We purchase substantially all of our products from third-partythird party producers as package purchases of finished goods, which are manufactured with oversight by us or our oversightbuying agents and to our design and fabric specifications. The use of contract manufacturers reduces the amount of capital investment required by us as operating manufacturing facilities can require a significant amount of capital investment. We depend upon the ability of third-partythird party producers to secure a sufficient supply of raw materials specified by us, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity rather than us providing or financing the costs of these items. We believe that purchasing substantially all of our products as package purchases allows us to reduce our working capital requirements as we are not required to purchase, or finance the purchase of, the raw materials or other production costs related to our product purchases until we take ownership of the finished goods, which typically occurs when the goods are shipped by the third-partythird party producers. In addition to purchasing products from third parties, our Lanier ClothesApparel operating group operates our only owned manufacturing facility, which is located in Merida, Mexico and produced 18%2% of our total company, or 13% of our total Lanier ClothesApparel, products during Fiscal 2013.2015.

As the design, manufacture and transportation of apparel products for our brands may take as many as six months for each season, we typically make commitments months in advance of when products will arrive in our retail stores or our wholesale customers' stores. We continue to seek ways to reduce the time required from design and ordering to bringing products to our customer. As our merchandising departments must estimate our requirements for finished goods purchases for our own retail stores and e-commerce sites based on historical product demand data and other factors, and as purchases for our wholesale accounts must be committed to and purchased by us prior to the receipt of customer orders in some cases, we carry the risk that we have purchased more inventory than we will need.ultimately desire.

As part of our commitment to source our products in a lawful and responsible manner, each of our operating groups has implemented a code of conduct program applicable to vendors that we purchase goods from, which includes provisions related to abiding by applicable laws as well as compliance with other business ethics,or ethical standards, including related human rights, health, safety, working conditions, environmental and other requirements. We require that each of our vendors and licensees comply with the applicable code of conduct or substantially similar compliance standards. On an ongoing basis we assess vendors' compliance with the applicable code of conduct and applicable laws and regulations through audits performed by either our employees or our designated agents. This assessment of compliance by vendors is directed by our corporate leadership team. In the event we determine that a vendor is not abiding by our required standards, we work with the vendor to remediate the violation. If the violation is not satisfactorily remediated, we will discontinue use of the vendor.

We are exposed to certain risks as a result of our international operations. Almostoperations as almost all of our merchandise is manufactured by foreign suppliers. During Fiscal 2013,2015, we sourced approximately 62% of our products from producers located in China. Our imported products are subject to customs, trade and other laws and regulations governing their entry into the United States and other countries where we sell our products.

Substantially all of the merchandise we acquire is subject to duties which are assessed on the value of the imported product and represent a material portioncomponent of the cost of the goods we sell. Duty rates vary depending on the type of garment and its fiber content and are subject to change in future periods. In addition, while the World Trade Organization's member nations have eliminated quotas on apparel and textiles, the United States and Europeanother countries into which we import our products are still

allowed in certain circumstances to unilaterally impose "anti-dumping" or "countervailing" duties in response to threats to their comparable domestic industries.

In addition, apparel and other products sold by us are subject to stringent and complex product performance and security and safety standards, laws and other regulations. These regulations relate principally to product labeling, licensing requirements, certification of product safety and importer security procedures. We believe that we are in material compliance with those regulations. Our licensed products and licensing partners are also subject to such regulation. Our agreements require our licensing partners to operate in compliance with all laws and regulations, and we are not aware of any violations which could reasonably be expected to have a material effect on our business or results of operations.regulations.

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

We believe that sophisticated information systems and functionality are an important componentcomponents of maintaining our competitive position and supporting continued growth of our businesses.businesses, particularly in the ever changing consumer shopping environment. Our management information systems are designed and enhanced to provide effective retail store, e-commerce and wholesale operations while emphasizing efficient point-of-sale, distribution center, design, sourcing, order processing, marketing, customer relationship management, accounting and other functions. We use point-of-sale registers that capture sales data, track inventories and monitor traffic and other information in our retail stores. We regularly evaluate the adequacy of our information technologies and upgrade or enhance our systems to gain operating efficiencies, to provide additional consumer access and to support our anticipated growth as well as other changes in our business. We believe that continuous upgrading and enhancements to our management information systems with newer technology that offers greater efficiency, functionality and reporting capabilities is importantcritical to our operations and financial condition.

Each of our operating groups is impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. For details of the impact of seasonality on each of our operating groups, see the business discussion of each operating group above. The following table presents our percentage of net sales and operating income by quarter for Fiscal 2013:2015:

We anticipate that as our retail store operations increase in the future, the third quarter will continue to be our smallest net sales and operating income quarter and the percentage of the full year net sales and operating income generated in the third quarter will continue to decrease, absent any other factors that might impact seasonality. As the timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments, weather or other factors affecting the retail business may vary from one year to the next, we do not believe that net sales or operating income for any particular quarter or the distribution of net sales and operating income for Fiscal 20132015 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. As an example, the Third Quarter of Fiscal 2015 was unfavorably impacted by the increased occupancy costs associated with duplicate rent expense, moving costs and higher rent structure related to the relocation of Tommy Bahama's office in Seattle, Washington as well as pre-opening rent and set-up costs associated with the the Tommy Bahama Waikiki retail-restaurant location. Our third quarter has historically been our smallest net sales and operating income quarter and that result is expected to continue as we continue the expansion of our retail store operations in the future.

As 59%66% of our sales are direct to consumer sales, which are not reflected in an order backlog, and the order backlog for wholesale sales may be impacted by a variety of factors, we do not believe that order backlog information is necessarily indicative of sales to be expected for future periods. Therefore, we believe the order backlog is not material for an understanding of our business taken as a whole. Further, as our sales continue to shift towards direct to consumer rather than wholesale sales, the order backlog will continue to be less meaningful as a measure of our future sales and results of operations.

As of February 1, 2014,January 30, 2016, we employed approximately 5,1005,500 persons, of whom approximately 80%90% were employed in the United States. Approximately 65%70% of our employees were retail store and restaurant employees. We believe our employee relations are good.

Oxford Industries, Inc. is a Georgia corporation originally founded in 1942. Our corporate headquarters are located at 999 Peachtree Street, N.E., Ste. 688, Atlanta, Georgia 30309. Our Internet address is oxfordinc.com. Copies of our annual report on Form 10-K, proxy statement, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website the same day that they are electronically filed with the SEC. The information on our website is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference in this document.

The risks described below highlight some of the factors that could materially affect our operations. If any of these risks actually occurs, our business, financial condition, prospects and/or operating results may be adversely affected. These are not the only

We operate in a highly competitive industry and our success depends on the reputation and value of our brand names and our ability to offer innovative and market appropriate products that respond to rapidly changing fashion trends; any failure to maintain the reputation or value of our brands, to offer innovative, fashionable and desirable brands and products and/or to appropriately respond to competitive factors within our industry could adversely affect our business operations and financial condition.

We operate in a highly competitive industry and our success depends on the reputation and value of our brand names. We believe that the principal competitive factors in the apparel industry are the reputation, value and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service. We believe that our ability to compete successfully is directly related to our proficiency in foreseeing changes and trends in fashion and consumer preference, and presenting appealing products for consumers.

The value of our brands could be diminished by actions taken by us or by our wholesale customers or others including marketing partners, who have interestsan interest in the brands, including by failing to respond to emerging fashion trends or meet consumer quality expectations; by selling products bearing our brands through distribution channels that are inconsistent with the retail channels in which our customers expect to find those brands, orbrands; by becoming overly promotional.promotional; or by setting up consumer expectations for promotional activity for our products. We are becoming more reliant on social media as one of our marketing strategies and the value of our brands could be adversely affected if we do not effectively communicate our brand message through social media vehicles that interface with our consumers on a regular basis. In addition, we cannot always control the marketing and promotion of our products by our wholesale customers or other third parties and actions by such parties that are inconsistent with our own marketing efforts or that otherwise adversely affect the appeal of our products could diminish the value or reputation of one or more of our brands and have an adverse effect on our sales and business operations.

During Fiscal 2013,2015, Tommy Bahama’s and Lilly Pulitzer’s net sales represented 64% of our consolidated net sales, while Lilly Pulitzer’s68% and Ben Sherman’s net sales represented 15% and 7%21%, respectively, of our consolidated net sales. The limited diversification in our portfolio may heighten the risks we face if one of our brands fails to meet our expectations and/or is adversely impacted by any actions we or third parties take with respect to that brand or by competitive conditions in the apparel industry. For example, Ben Sherman’s missteps in merchandise mix in the second half of Fiscal 2012, among other factors, resulted in significant operating losses in Fiscal 2012 and Fiscal 2013 for Ben Sherman, which materially impacted our consolidated operating results.

Although certain of our products carry over from season to season, the apparel industry is subject to rapidly changing fashion trends and shifting consumer demands, particularly for our lifestyle branded Tommy Bahama, Lilly Pulitzer and Ben Sherman products.demands. Due to the competitive nature of the apparel industry, there can be no assurance that the demand for our products will not decline or that we will be able to successfully evaluate and adapt our products to align with consumers’consumer preferences fashion trends and changes in consumer demographics. The introduction or repositioning of new lines and products and the entry of our products into new geographic territories often requires substantial costs in design, marketing and advertising, which may not be recovered if the products are not successful. Any failure on our part to develop and market appealing products could result in lower sales and operating lossesweakened financial performance and/or harm the reputation and desirability of our brands.brands and products.

The highly competitive apparel industry, characterized by low entry barriers, includes numerous domestic and foreign apparel designers, manufacturers, distributors, importers, licensors and retailers, some of whom mayare also be our customers and some of whomand/or are significantly larger, are more diversified and have significantly greater financial resources than we do. Certain of our competitors offer apparel for sale at lower initial price points than our products and/or at significant discounts, particularly in response to weak economic conditions, which resultshas resulted, and may continue to result, in moresignificant pricing pressure to reduce prices orwithin the risk that our products may not be as desirable asapparel industry. This has been exacerbated by structural headwinds in the department store and specialty retail sectors, where the growth of fast fashion and value fashion retailers and expansion of off-price retailers has shifted consumer expectations to lower priced products.products from traditional, well-known brands. Competitive factors within the apparel industry may result in reduced sales, increased costs, lower prices for our products and/or decreased margins.

We also license certain of our brands including Tommy Bahama, Lilly Pulitzer and Ben Sherman, to third party licensees. While we enter into comprehensive license and similar collaborative agreements with these third parties covering product design, product quality, sourcing, distribution, manufacturing and marketing requirements and approvals, there can be no guarantee our brands will not be negatively impacted through our association with products outside of our core apparel products, by the market perception of the third parties with whom we associate and/or due to the actions of a licensee. The improper or detrimental actions of a licensee could significantly impact the perception of our brands.

In addition, the reputation of our brands could be harmed if our third party manufacturers and vendors, substantially all of which are located outside the United States, fail to meet appropriate product safety, product quality and social compliance standards, including the terms of our applicable codes of conduct and vendor compliance standards. We cannot assure that our manufacturers and vendors will at all times conduct their operations in accordance with ethical practices or that the products we purchase will always meet our safety and quality control standards. Any violation of our applicable codes of conduct or local laws relating to labor conditions by our manufacturers or vendors or other actions or failures by us or such parties may result in negative public perception of our brands or products, as well as disrupt our supply chain, which may adversely affect our business operations.

The apparel industry is heavily influenced by general economic conditions, and a deterioration or worsening of consumer confidence or consumer purchases of discretionary products may adversely affect our business and financial condition.condition, including as a result of adverse business conditions for third parties with whom we do business.

Consumers may generally consider our products discretionary items. The apparel industry is cyclical and dependent upon the overall level of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. Demand for our products ismay be significantly impacted by trends in consumer confidence and discretionary consumer spending, which may be influenced by employment levels, recessions, fuel and energy costs, availability of personal credit, interest rates, tax rates and changes in tax laws, declining purchasing power due to foreign currency fluctuations, personal debt levels, housing prices, stock market volatility, general political conditions, including the impact domestically and internationally of shifts in political conditions that may result from a change in presidential and/or congressional regime, and other factors. The factors impacting consumer confidence and discretionary consumer spending are outside of our control and difficult to predict, and, often, the apparel industry experiences longer periods of recession and greater declines than the general economy. Any deterioration or worsening of consumer confidence or discretionary consumer spending as was seen globally in recent years or otherwise, could reduce our sales and/or adversely affect our business and financial condition.

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

We rely to a large extent on third party producers in foreign countries to meet our production demands and failures by these producers to meet our requirements, the unavailability of suitable producers at reasonable prices and/or changes in international trade regulation may negatively impact our ability to deliver quality products to our customers on a timely basis, disrupt our supply chain or result in higher costs or reduced net sales.

We source substantially all of our products from non-exclusive, third party producers located in foreign countries, including sourcing approximately 62% of our product purchases from China during Fiscal 2013.2015. Although we place a high value on long-term relationships with our suppliers, generally we do not have long-term supply contracts but, instead, conduct business on an order-by-order basis. Therefore, we compete with other companies for the production capacity of independent manufacturers. We regularly depend uponon the ability of third party producers to secure a sufficient supply of raw materials, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity.capacity, and in some cases, the products we purchase and the raw materials that are used in our products are available only from one source or a limited number of sources. Although we monitor production in third party manufacturing locations, we cannot be certain that we will not experience operational difficulties with our manufacturers, such as the reduction of availability of production capacity, errors in complying with product specifications, insufficient quality control, failures to meet production deadlines or increases in manufacturing costs. Such difficulties may negatively impact our ability to deliver quality products to our customers on a timely basis,basis; given the production time and shipment time for goods for a particular season, if scheduled shipments from our suppliers are missed, there will not be time for another vendor to produce replacement goods. This would jeopardize our ability to service our customers and properly merchandise our direct to consumer channels, which may, in turn, have a negative impact on our customer relationships and result in lower net sales.

In addition, due to our sourcing activities, we are exposed to risks associated with changes in the laws and regulations governing the importing and exporting of apparel products into and from the countries in which we operate. These risks include changes in social, political, labor and economic conditions or terrorist acts that could result in the disruption of trade from the countries in which our manufacturers are located; the imposition of additional or new duties, tariffs, taxes, quota restrictions or other changes and shifts in sourcing patterns as a result of such changes; significant delays in the delivery of our products, due to security or other considerations; fluctuations in sourcing costs; the imposition of antidumping or countervailing duties; fluctuations in the value of the dollar against foreign currencies; changes in customs procedures for importing apparel products; and restrictions on the transfer of funds to or from foreign countries. We may not be able to offset any disruption or cost increases to our supply chain as a result of any of these factors by shifting production to suitable manufacturers in other jurisdictions in a timely manner or at acceptable prices, and future regulatory actions or changes in international trade regulation may provide our competitors with a material advantage over us.

LossBreaches of oneinformation security or moreprivacy could damage our reputation or credibility and cause us financial harm.

As an ongoing part of our key wholesalebusiness operations, including direct to consumer transactions and marketing through various social media tools, we regularly collect and utilize sensitive and confidential personal information, including of our customers, oremployees and suppliers and including credit card information. The routine operation of our business involves the storage and transmission of customer personal information, preferences and credit card information, and we use social media and other online activities to connect with our customers. The regulatory environment governing our use of individually identifiable data of customers, employees and others is complex, and the security of personal information is a significant adverse change in a customer’s financial performance or financial position, could negatively impact our net sales and profitability.matter of public concern.

As part of customer affiliationsour routine operations, we also contract with third party service providers to store, process and transmit personal information of our employees and customers. Although we contractually require that these providers implement reasonable security measures, we cannot control third parties and cannot guarantee that a security breach will not occur at their location or other factorswithin their systems. Privacy breaches of confidential information stored or used by our third party service providers may expose us to negative publicity, as well as potential out-of-pocket costs which could negatively impact our net sales and profitability.

In addition, dueprivacy and information security laws and requirements change frequently, and compliance with them or similar security standards, such as those created by the payment card industry, may require us to long product lead times,modify our product lines are typically designedoperations and/or incur costs to make necessary systems changes and manufactured in anticipation of orders for sale. We make commitments for production in connectionimplement new administrative processes. Our failure to comply with these lines. These commitments can be made uplaws and regulations, or similar security standards, could lead to several months prior to the receipt of firm orders from customers, and if orders do not materializefines, penalties or are canceled, we may incur expenses to terminate our production commitments or to dispose of excess inventories.adverse publicity.

Our senior management has substantial experience and expertise in a large amount of receivables from just a few customers. At February 1, 2014,the apparel and related industries, with our five largest outstanding customer balances represented $26 million, or 35%Chairman and Chief Executive Officer Mr. Thomas C. Chubb III having worked with our company for more than 25 years, including in various executive management capacities. Our success depends upon disciplined execution at all levels of our consolidated receivables balance. Companiesorganization, including our senior management, and continued succession planning. Competition for qualified personnel in the apparel industry including someis intense, and we compete to attract and retain these individuals with other companies that may have greater financial resources than us. While we believe that we have depth within our management team, the unexpected loss of any of our customers, may experiencesenior management, or the unsuccessful integration of new leadership, could harm our business and financial difficulties, including bankruptcies, restructurings and reorganizations, tightened credit markets and/or declining sales and profitability on a comparable store basis. A significant adverse change in a customer’s financial position could cause us to limit or discontinue business with that customer, require us to assume greater credit risk relating to that customer’s receivables or limit our ability to collect amounts related to previous shipments to that customer.performance.

In response to technological advancements, retailers are shifting how they interactAs we have previously announced, we introduced a new chief executive at Tommy Bahama at the beginning of fiscal 2016 and will officially have a new chief executive at Lilly Pulitzer starting in April 2016, with their consumerspredecessors retiring from their respective positions. Although the new executives at Tommy Bahama and facilitate transactions,Lilly Pulitzer have each been with their respective businesses for over 10 years and we believe that the transition of leadership was made according to carefully executed succession plans, any unsuccessful assumption of additional leadership responsibilities by either of these individuals or their respective teams, many of whom are taking on additional responsibilities, could materially adversely affect our operations, business relationships and ability to execute our direct to consumer retail strategies in our branded businesses and/or the effect of the shift in the manner in which retail consumers transact business, subjects us to risks that could adversely affect our financial results and operations.

Our operations are reliant on information technology and any interruption or other failure, in particular at one of our principal distribution facilities, may impair our ability to provide products to our customers, efficiently conduct our operations, and meet the needs of our management.

The efficient operation of our business is dependent on information technology. Information systems are used in all stages of our operations from design to distribution and as a method of communication with our customers, service providers and suppliers. Additionally, each of our operating groups utilizes e-commerce websites to sell goods directly to consumers. Our management also relies on information systems to provide relevant and accurate information in order to allocate resources and forecast and report our operating results. Service interruptions may occur as a result of a number of factors, including power outages, consumer traffic levels, computer viruses, hacking or other unlawful activities by third parties, disasters, or failures to properly install, upgrade, integrate, protect, repair or maintain our various systems and e-commerce websites.

We regularly evaluate upgrades or enhancements to our information systems to more efficiently and competitively operate our business, including an ongoing transition towards more integrated systems for our businesses. We may experience difficulties during the implementation, upgrade or subsequent operation of this financial systemour systems and/or not be equipped to address system problems. Any material disruption in our information technology systems, or any failure to timely, efficiently and effectively integrate new systems, could have an adverse affect on our business or results of operations.

We may additionally have a greater risk than our peers due to the concentration of our distribution facilities. The primary distribution facilities that we operate are: a distribution center in Auburn, Washington for our Tommy Bahama products; a distribution center in King of Prussia, Pennsylvania for our Lilly Pulitzer products; aand distribution centercenters in Toccoa, Georgia and Lyons, Georgia for our Lanier Clothes products;Apparel products. Each of these distribution centers relies on computer-controlled and automated equipment, which may be subject to a distribution center in Lyons, Georgia for our Ben Sherman products sold in the United States. In addition, in the United Kingdom, we utilize a third party distribution center that manages substantially allnumber of the distribution activities for our Ben Sherman products sold in the United Kingdom and Europe.risks. Our ability to support our direct to consumer operations, meet customer expectations, manage inventory and achieve objectives for operating efficiencies depends on the proper operation of these brand-focused distribution facilities, each of which manages the receipt, storage, sorting, packing and distribution of finished goods for one of our operating groups.

If any of our primary distribution facilities were to shut down or otherwise become inoperable or inaccessible for any reason, including as a result of natural or man-made disasters, cybersecurity attacks, computer viruses or otherwise, if our distribution facilities fail to upgrade their technological systems to ensure efficient operations, or if we are unable to receive goods in a distribution center or to ship the goods in a distribution center, were otherwise unavailable for shipment, as a result of a technology failure or otherwise, we could experience a reduction in sales, a substantial loss of inventory or higher costs, insufficient inventory at our retail stores to meet consumer expectations and longer lead times associated with the distribution of our products. In addition, for the distribution facilities that we operate, there are substantial fixed costs associated with these large, highly automated distribution centers, and we could experience reduced operating and cost efficiencies during periods of economic weakness. Any disruption to our distribution facilities or in their efficient operation could negatively affect our operating results and our customer relationships.

Our business depends on our senior managementis subject to various federal, foreign, state and other key personnel,local laws and regulations, and the unsuccessful transitioncosts of key management responsibilities,compliance with, or the unexpected lossviolation of, individuals integral to our business, our inability to attractsuch laws and retain qualified personnel in the future or our failure to successfully plan for and implement succession of our senior management and key personnel mayregulations could have an adverse effect on our operations, business relationships and ability to execute our strategies.costs or operations.

OverIn the last several years,United States, we have announced various changesare subject to stringent standards, laws and other regulations, including those relating to health, product performance and safety, labor, employment, including provisions relating to health insurance for our senior management,employees under the Patient Protection and Affordable Care Act, which was signed into law in 2010, privacy and data security, anti-bribery, consumer protection, taxation, customs, logistics and similar operational matters. In addition, operating in foreign jurisdictions, including the retirement of our long-time Chief Executive Officer Mr. J. Hicks Lanier from that position at the end of 2012those where we may operate retail stores, requires compliance with similar laws and promotions within senior management at Ben Sherman in 2013. Our senior management has substantial experienceregulations. These laws and expertiseregulations, in the apparelUnited States and related industries,abroad, are complex and often vary widely by jurisdiction, making it difficult for us to ensure that we are currently or will in the future be compliant with all applicable laws and regulations. We may be required to make significant expenditures or modify our Chief Executive Officer Mr. Thomas C. Chubb III having workedbusiness practices to comply with our company for more than 25 years, including in various executive management capacities. Changes in key management positions have inherent risks,existing or future laws or regulations, and there are no assurances thatunfavorable resolution to litigation or a violation of applicable laws and regulations by us, or any of our recent changes in management will not disruptsuppliers or licensees, may restrict our business or operations, distract employees and/or affect our strategic relationships.

Regardless of whether any allegations of violations of the laws and regulations governing our business are valid or whether we ultimately become liable, we may be materially affected by negative publicity associated with these individualsissues. For example, the negative impact of adverse publicity relating to allegations of violations at one of our restaurants may extend beyond the restaurant involved to affect some or all of the other restaurants, as well as the image of the Tommy Bahama brand as a whole.

Furthermore, as a publicly traded company, we are subject to a significant body of regulation, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compliance with other companies that may have greater financialthese regulations requires us to devote time and management resources than us. Whileto institute corporate processes and compliance programs and to update these processes and programs in response to newly implemented or changing regulatory requirements and could affect the manner in which we believeoperate our businesses. We cannot provide assurance that we are or will be in compliance with all potentially applicable corporate regulations. We could be subject to a range of regulatory actions, fines or other sanctions or litigation, or our brand reputation could suffer, either as a result of a failure to comply with any of these regulations or our disclosures in response to these regulations.

The acquisition of new businesses and the divestiture or discontinuation of businesses and product lines have depth withincertain inherent risks, including, for example, strains on our management team if we lose any key executives,and unexpected costs resulting from the transaction.

Growth of our business through acquisitions of lifestyle brands that fit within our business model is a component of our business strategy. Generally, acquisitions involve numerous risks, including: the current competitive climate for suitable acquisition candidates, which is driving market multiples; the benefits of the acquisition not materializing as planned or not materializing within the time periods or to the extent anticipated; our ability to manage the people and processes of an acquired business; difficulties in retaining key relationships with customers and suppliers; risks in entering geographic markets and/or product

As a result of acquisitions, we may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence. Although we may be entitled to indemnification against undisclosed liabilities from the sellers of the acquired business, our recourse may be limited and we cannot be certain that the indemnification, even if obtained, will be enforceable or collectible. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial performancecondition and results of operations.

Additionally, acquisitions may cause us to incur debt or make dilutive issuances of our equity securities; cause large one-time expenses; or create goodwill or other intangible assets that could result in significant impairment charges in the future. In connection with acquisitions, we would also make various estimates and assumptions in order to determine purchase price allocation and estimate the fair value of assets acquired and liabilities assumed. If our estimates or assumptions are not accurate, we may suffer losses that could be harmed.material.

In addition, we will needhave and intend to plan for the succession of our senior management and successfully integrate new members of management within our organization. The unexpected loss of any of our senior management, or the unsuccessful integration of new leadership, could negatively affect our operations, business relationships and ability to execute our strategies.

We may be unable to protect our trademarks and other intellectual property.

We believe that our trademarks and other intellectual property, as well as certain contractual arrangements, including licenses, and other proprietary intellectual property rights, have significant value and are important to our continued success and our competitive position due to their recognition by retailers and consumers. In Fiscal 2013, 89%2015, 90% of our consolidated net sales were attributable to branded products for which we own the trademark. Therefore, our success depends to a significant degree uponon our ability to protect and preserve our intellectual property. We rely on laws in the United States and other countries to protect our proprietary rights. However, we may not be able to sufficiently prevent third parties from using our intellectual property without our authorization, particularly in those countries where the laws do not protect our proprietary rights as fully as in the United

States. The use of our intellectual property or similar intellectual property by others could reduce or eliminate any competitive advantage we have developed, causing us to lose sales or otherwise harm the reputation of our brands.

From time to time, we discover products that are counterfeit reproductions of our products, or that otherwise infringe on our proprietary rights.rights or that otherwise seek to mimic or leverage our intellectual property. These activities typically increase as brand recognition increases, especially in markets outside the United States. Counterfeiting of our brands could divert away sales, and association of our brands with inferior counterfeit reproductions could adversely affect the integrity and reputation of our brands.

Additionally, there can be no assurance that the actions that we have taken will be adequate to prevent others from seeking to block sales of our products as violations of proprietary rights. As we extend our brands into new product categories and new product lines and expand the geographic scope of our distribution and marketing, we could become subject to litigation or challenge based on allegations of the infringement of intellectual property rights of third parties. In the event a claim of infringement against us is successful or would otherwise affect our operations, we may be required to pay damages, royalties or license fees or other costs to continue to use intellectual property rights that we had been using, or we may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable time. Litigation and other legal action of this type, regardless of whether it is successful, could result in substantial costs to us and diversion of the attention of our management and other resources.

Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.

As a global apparel company, we are subject to income taxes in the United States and various foreign jurisdictions. We record our income tax liability based on an analysis and interpretation of local tax laws and regulations, which requires a significant amount of judgment and estimation. In addition, we may from time to time modify our operations in an effort to minimize our global income tax exposure. Our effective income tax rate in any particular period or in future periods may be affected by a number of factors, including among others a shift in the mix of revenues, income and/or losses among domestic and international sources during a year or over a period of years,years; changes in tax laws and regulations and/or international tax treaties,treaties; the outcome of income tax audits in various jurisdictions,jurisdictions; the realization of any anticipated net operating loss carryforwards; and the resolution of uncertain tax positions, any of which could adversely affect our effective income tax rate and profitability.

Fluctuations and volatility in the cost and availability of raw materials, labor and freight may materially increase our costs.

We and our third party suppliers rely on the availability of raw materials at reasonable prices. The principal fabrics used in our business are cotton, linens, wools, silk, other natural fibers, synthetics and blends of these materials. The prices paid for these fabrics depend on the market price for raw materials used to produce them. In addition, the cost of the materials that are used in our manufacturing process, such as oil-related commodity prices and other raw materials, such as dyes and chemicals, and other costs, can fluctuate. In recent years, we have from time to time seen increases in the costs of certain raw materials, particularly cotton, as a result of rising demand from the economic recovery, weather-related supply disruptions, significant declines in U.S. inventory and a sharp rise in the futures market for cotton. We historically have not entered into any futures contracts to hedge commodity prices.

In addition,recent years, we have recentlyalso seen increases in the cost of labor at many of our suppliers, particularly with the growth of the middle class in certain countries, as well as in freight costs. In China, for example, apparel manufacturers have experienced increased costs resulting fromdue to labor shortages and other factors, and these increased oil prices. We believe that these cost pressures may not be alleviated in the near future and could further increase.

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

An integral part of our strategy has been to develop and operate retail stores and restaurants for certain of our lifestyle brands. Net sales from our retail stores and restaurants were 47%49% of our consolidated net sales during Fiscal 2013,2015, and we expect to increase the number of our retail stores during Fiscal 20142016 and in future years. Most of our retail stores and restaurants are located in shopping malls and lifestyle centers that benefit from the ability of “anchor” retail tenants, generally large department stores, and other area attractions and businesses, to generate sufficient levels of consumer traffic in the vicinity of our stores and restaurants.

We lease all of our retail store and restaurant locations. Successful operation of our retail stores and restaurants depends, in part, on our ability to identify desirable, brand appropriate retail locations, the overall ability of the retail location to attract a consumer

base sufficient to make store sales volume profitable, and our ability to negotiate satisfactory lease terms and employ qualified personnel.personnel, and our ability to timely construct and complete any build-out and open the location in accordance with our plans. We compete with other retailersothers for these favorable store locations, lease terms and desired personnel. If we are unable to identify new locations with consumer traffic sufficient to support a profitable sales level or the local market reception to a new retail store opening is inconsistent with our expectations, retail growth may be limited. Further, any decline in the volume of consumer traffic at our retail stores and restaurants, whether because of general economic conditions, changes in consumer shopping preferences or technology, a decline in the popularity of malls or lifestyle centers in general or at those in which we operate, the closing of anchor stores or other adjacent tenants, or otherwise, could have a negative impact on our sales, gross margin, and results of operations.

Our retail store and restaurant leases generally represent long-term financial commitments, with substantial costs at lease inception for which we also incur substantial fixed costs for eacha location’s design, leasehold improvements, fixtures and systems installation. From time to time, we seek to downsize or close some of our retail store or restaurant operations, which may require a modification or termination of an existing lease; such actions may require payment of exit fees and/or result in fixed asset impairment charges, the amounts of which could be material.

In addition, our retail store and restaurant leases generally grant the third party landlord with discretion on a number of operational matters, such as store hours and construction of our improvements. RecentThe recent consolidation within the commercial real estate development, operation and/or management industries may further reduce our leverage with those parties, thereby materially adversely affecting the terms of future leases for our retail stores and restaurants or making entering into long-term commitments with such parties cost prohibitive.

In recent years, we opened newhave expanded our Tommy Bahama direct to consumer operations into international markets; these efforts may continue to adversely impact our results of operations.

Starting in Fiscal 2012, we expanded our Tommy Bahama retail stores in various jurisdictions in Asia and also began operating stores in Australia and Canada, and we anticipate continuing to expand our Tommy Bahamaoperations into international operationsmarkets, specifically in the future; these efforts may not be successful.

We have limited experience with regulatory environments and market practices related to international retail store operations in the Asia-Pacific region, and expanding our operations into these territories requires significant capital investment and long-term commitments, and there are risks associated with doing business in these markets, including lack of brand recognition in certain markets; understanding fashion trends and satisfying consumer tastes; understanding sizing and fitting in these markets; market acceptance of our products, which is difficult to assess immediately; establishing appropriate market-specific operational and logistics functions and operational infrastructure;functions; managing compliance with the various legal requirements; staffing and managing foreign operations; fluctuations in currency exchange rates; obtaining governmental approvals that may be required to operate; potentially adverse tax implications; local regulations relating to employment and retail and restaurant operations; and maintaining proper levels of inventory. If we are unable to properly manage these risks or if our international expansion efforts do not prove successful, our business, financial condition and results of operations could suffer.continue to be negatively impacted.

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

Our retail locations are heavily concentrated in certain geographic areas in the United States, including Florida and California for our Tommy Bahama retail stores (45(52 out of 120141 domestic stores in these states as of February 1, 2014),January 30, 2016) and Florida for our Lilly Pulitzer retail stores (six(12 out of 2334 stores as of February 1, 2014), and the United Kingdom for our Ben Sherman retail stores (9 out of 17 stores as of February 1, 2014)January 30, 2016). Additionally, a significant portion of our wholesale sales for Tommy Bahama and Lilly Pulitzer and Ben Sherman products are concentrated in the same geographic areas as our own retail store locations

for these brands. Due to this concentration, we have heightened exposure to factors that impact these regions, including general economic conditions, weather patterns, natural disasters, changing demographics and other factors.

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

We schedule production from third party manufacturers based on our expectations for the demand for our products. However, we may be unable to sell the products we have ordered in advance from manufacturers or that we have in our inventory, which may result in inventory markdowns or the sale of excess inventory at discounted prices and through off-price channels. These events could significantly harm our operating results and impair the image of our brands. Conversely, we may not be in a position to order quality products from our manufacturers in a timely manner and/or we may experience inventory shortages as demand for our products increases, which might result in unfilled orders, negatively impact customer relationships, diminish brand loyalty and result in lost sales, any of which could harm our business.

We have entered into license and design agreements to use certain trademarks and trade names, such as Kenneth Cole, Dockers, Geoffrey Beene and Ike Behar,Nick Graham, to market some of our products. During Fiscal 2013,2015, sales of products bearing brands licensed to us accounted for 7%6% of our consolidated net sales and 57%53% of our Lanier ClothesApparel net sales. When we enter into these license and design agreements, they generally provide for short contract durations (typically three to five years); these agreements often include options that we may exercise to extend the term of the contract but, when available, those option rights are subject to our satisfaction of certain contingencies (e.g., minimum sales thresholds) that may be difficult for us to satisfy. Competitive conditions for the right to use popular trademarks means that we cannot guarantee that we will be able to renew these licenses on acceptable terms upon expiration, that the terms of any renewal will not result in operating margin pressures or reduced profitability, or that we will be able to acquire new licenses to use other desirable trademarks. The termination or expiration of a license agreement will cause us to lose the sales and any associated profits generated pursuant to such license, which could be material, and in certain cases could also result in an impairment charge for related intangible assets.

Our license agreements generally require us to receive approval from the brand’s owner of all design and other elements of the licensed products we sell prior to production, as well as to receive approval from the brand owner of distribution channels in which we may sell and the manner in which we market and distribute licensed products. Any failure by us to comply with these requirements could result in the termination of the license agreement.

In addition to certain compliance obligations, all of our significant licenses provide minimum thresholds for royalty payments and advertising expenditures for each license year, which we must pay regardless of the level of our sales of the licensed products. If these thresholds are not met, our licensors may be permitted contractually to terminate these agreements or seek payment of minimum royalties even if the minimum sales are not achieved. In addition, our licensors produce their own products

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

Our levels of debt vary as a result of the seasonality of our business, investments in our operations and working capital needs. As of February 1, 2014,January 30, 2016, we had $137.6$44.0 million of borrowings outstanding under our U.S. Revolving Credit Agreement and $4.0 million in borrowings outstanding under our U.K. Revolving Credit Agreement. In the future, our debt levels may increase under our existing facilities or potentially under new facilities, or the terms or forms of our financing arrangements may change.

Our indebtedness includes, and any future indebtedness may include, certain obligations and limitations, including the periodic payment of principal and interest, maintenance of certain covenants and certain other limitations. The negative covenants in our debt agreements limit our ability to incur debt, guaranty certain obligations, incur liens, pay dividends, repurchase common stock, make investments, including the amount we may generally invest in, or use to support, our foreign operations, sell assets, make acquisitions, merge with other companies, or satisfy other debt. These obligations and limitations may increase our vulnerability to adverse economic and industry conditions, place us at a competitive disadvantage compared to our competitors that are less leveraged and limit our flexibility in carrying out our business plan and planning for, or reacting to, changes in the industry in which we operate.

In addition, we have interest rate risk on indebtedness under our U.S. Revolving Credit Agreement and U.K. Revolving Credit Agreement. Our exposure to variable rate indebtedness may increase in the future, based on our debt levels and/or the terms of future financing arrangements. Although from time to time we may enter into hedging arrangements to limit our exposure to interest rate risk, anAn increase in interest rates may require us to pay a greater amount of our funds from operations towards interest, even if the amount of borrowings outstanding remains the same. As a result, we may have to revise or delay our business plans, reduce or delay capital expenditures or otherwise adjust our plans for operations.

The continued growth of our business, including the completion of potentially desirable acquisitions, also depends on our access to sufficient funds. We typically rely on cash flow from operations and borrowings under our U.S. Revolving Credit Agreement to fund our working capital, capital expenditures and investment activities. As of February 1, 2014,January 30, 2016, we had $92.6$185.9 million in unused availability under our U.S. Revolving Credit Agreement. If the need arises in the future to finance expenditures in excess of those supported by our operations and existing credit facilities, we may need to seek additional funding.funding, whether through debt or equity financing. Our ability to obtain that financing will depend on many factors, including prevailing market conditions, our financial condition and, depending on the sources of financing, our ability to negotiate favorable terms and conditions, and theconditions. The terms of any such financing or our inability to secure such financing could adversely affect our ability to execute our strategies.

Our operations may be affected by changes in weather patterns, natural or man-made disasters, war, terrorism or other catastrophes.

Our sales volume and operations may be adversely affected by unseasonable or severe weather conditions, natural or man-made disasters, war, terrorist attacks, including heightened security measures and responsive military actions, or other catastrophes which may cause consumers to alter their purchasing habits or result in a disruption to our operations. Because of the seasonality of our business, the concentration of a significant proportion of our retail stores and wholesale customers in certain

geographic regions, the concentration of our sourcing operations and the concentration of our distribution operations, the occurrence of such events could disproportionately impact our business, financial condition and operating results.

None.

We lease and own space for our retail stores, distribution centers, sales/administration office space and manufacturing facilities in various domestic and international locations. We believe that our existing properties are well maintained, are in good operating condition and will be adequate for our present level of operations.

In the ordinary course of business, we enter into lease agreements for retail space. Most of the leases require us to pay specified minimum rent, as well as a portion of operating expenses, real estate taxes and insurance applicable to the property, plus a contingent rent based on a percentage of the store's net sales in excess of a specific threshold. The leases have varying terms and expirations and may have provisions to extend, renew or terminate the lease agreement, among other terms and conditions, as negotiated.conditions. Assets leased under operating leases are not recognized as assets and liabilities in our consolidated balance sheets. Periodically, we assess the operating results of each of our retail stores and restaurants to assess whether the location provides, or is expected to provide, an appropriate long-term return on investment, whether the location remains brand appropriate and other factors. As a result of this assessment, we may determine that it is appropriate to close certain stores that do not continue to meet our investment criteria, not renew certain leases, exercise an early termination option, or otherwise negotiate an early termination. For existing leases in desirable locations, we anticipate that we will be able to extend our retail leases, to the extent that they expire in the near future, on terms that are satisfactory to us, or if necessary, locate substitute properties on acceptable terms. We also believe that there are abundantsufficient retail spaces available for the continued expansion of our retail store footprint in the near future.

As of February 1, 2014,January 30, 2016, our retail and restaurant operations utilized approximately 0.80.9 million square feet of leased space in the United States, the United Kingdom, Canada, Australia Asia and Europe.Asia. Each of our retail stores and restaurants is less than 20,000 square feet, and we do not believe that we are dependent upon any individual retail store or restaurant location for our business operations. Our Tommy Bahama, Lilly Pulitzer and Ben Sherman retail stores are operated by the respective management of each operating group, and greaterGreater detail about the retail space used by each operating group is included in Part I, Item 1, Business included in this report.

As of February 1, 2014,January 30, 2016, we also utilized approximately 1.01.5 million square feet of owned or leased distribution, manufacturing and manufacturingadministrative/sales facilities in the United States, and Mexico and approximately 0.4 million square feet of leased and owned administrative and sales space in various locations, including the United States, the United Kingdom, Germany, China and Hong Kong. In addition to our owned distribution facilities, we may utilize certain third party warehouse/distribution providers where we do not own or lease any space. Our distribution, manufacturing, administrative and sales facilities provide space for employees and functions used in support of our retail, wholesale and e-commerce operations.

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

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

Not applicable.

On March 25, 2014, our Board of Directors approved a cash dividend of $0.21 per share payable on May 2, 2014 to shareholders of record as of the close of business on April 17, 2014. Although weWe have paid dividends in each quarter since we became a public company in July 1960,1960; however, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including payment of outstanding debt, repurchases of outstanding shares, funding of acquisitions or funding of capital expenditures, may be in our best interest; if our expectations of future cash flows and future cash needs outweigh the ability to pay a dividend; or if the terms of our credit facilities, other debt instruments contingent consideration arrangements or applicable law limit our ability to pay dividends. We may borrow to fund dividends in the short-term based on our expectation of operating cash flows in future periods subject to the terms and conditions of our credit facilities or other debt instruments and applicable law. All cash flow from operations will not necessarily be paid out as dividends in all periods.

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

We did not sell any unregistered equity securities during Fiscal 2013.2015.

We have certain stock incentive plans as described in Note 7 to our consolidated financial statements included in this report, all of which are publicly announced plans. Under the plans, we can repurchase shares from employees to cover employee tax liabilities related to the vesting of previously restricted shares. We did not repurchase any of our common shares pursuant to these plans during the fourth quarter of Fiscal 2013.2015.

In Fiscal 2012, our Board of Directors authorized us to spend up to $50 million to repurchase shares of our common stock. This authorization superseded and replaced all previous authorizations to repurchase shares of our common stock and has no automatic expiration. As of February 1, 2014,January 30, 2016, no shares of our common stock had been repurchased pursuant to this authorization.

The information required by this Item 5 of Part II will appear in our definitive proxy statement under the heading "Equity Compensation Plan Information" and is incorporated herein by reference.

The graph below reflects cumulative total shareholder return (assuming an initial investment of $100 and the reinvestment of dividends) on our common stock compared to the cumulative total return for a period of five years, beginning January 31, 200929, 2011 and ending February 1, 2014,January 30, 2016, of:

Our selected financial data included in the table below reflects (1) the results of operations for Lilly Pulitzer subsequent to its acquisition date of December 21, 2010 and (2) the divestiture of substantially all of the operations and assets of our former Oxford Apparel operationsBen Sherman operating group in Fiscal 2010,2015, resulting in those operations being classified as discontinued operations in our consolidated statements of operations for all periods presented.

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

Discontinued operations include the assets and operations of our former Ben Sherman operating group which we sold in July 2015. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses and other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group. Net loss from discontinued operations, net of taxes was $28.0 million in Fiscal 2013 and Fiscal 2012 and other SG&A increases2015 compared to support the growing Tommy Bahama and Lilly Pulitzer businesses;

$2.1 million of chargesNote 12 in the aggregate incurredour consolidated financial statements included in Fiscal 2013 related to an inventory step-up charge and amortization of intangible assets as a result of our acquisition of the Tommy Bahama operations in Canada in the second quarter of Fiscal 2013.this report for additional information about discontinued operations.

 

The following table sets forth the specified line items in our consolidated statements of earningsoperations both in dollars (in thousands) and as a percentage of net sales. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding.