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). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, the uncertainties related to any potential sale transaction involving Ben Sherman being identified or consummated (including, among others, the timing of any transaction and the ultimate impact of any transaction on our business and operating results) and assumptions regardingcompetitive conditions, which may be impacted by evolving consumer shopping patterns; the impact of economic conditions on consumer demand and spending for apparel and related products, particularly in light of general economic uncertainty that continues to prevail,uncertainty; changes in international, federal or state tax, trade and other laws and regulations, including changes in corporate tax rates, quota restrictions or the imposition of safeguard controls; demand for our products, competitive conditions,products; timing of shipments requested by our wholesale customers,customers; expected pricing levels,levels; retention of and disciplined execution by key management,management; the timing and cost of store openings and of planned capital expenditures, weather,expenditures; weather; costs of products as well as the raw materials used in those products,products; costs of labor,labor; acquisition and disposition activities,activities; expected outcomes of pending or potential litigation and regulatory actions,actions; access to capital and/or credit marketsmarkets; our ability to timely recognize our expected synergies from any acquisitions we pursue; and factors that could affect our consolidated effective tax rate such as the impactresults of foreign losses on our effective tax rate.operations or stock based compensation. 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

Our business is primarily operated through our operating groups: Tommy Bahama, Lilly Pulitzer, Lanier ClothesApparel and Ben Sherman, each of which is described below.Southern Tide operating groups. We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. Our operating group structure reflects a brand-focused management approach, emphasizing operational coordination and resource allocation across each brand's direct to consumer, wholesale and licensing operations.operations, as applicable.

Tommy Bahama, Lilly Pulitzer and Southern Tide each design, source, market and distribute apparel and related products bearing their respective trademarks and also license their trademarks for other product categories, while Lanier Apparel designs, sources and distributes branded and private label men's tailored clothing, sportswear and other products. 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 fouroperating groups, including our Lyons, Georgia distribution center operations. Our LIFO inventory pool does not correspond to our operating group definitions; therefore, LIFO inventory accounting adjustments are not allocated to our operating groups.

Total assets for Corporate and Other include a LIFO reservereserves of $58.6$58.0 million and $56.7$59.4 million as of January 31, 201528, 2017 and February 1, 2014,January 30, 2016, respectively. For more details on each of our operating groups, see Note 2 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 2 of our consolidated financial statements, included in this report.

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 2014,2016, 95% of Tommy Bahama's sales were to customers within the United States, with 3% of Tommy Bahama'sthe remaining sales in Canada, and the remaining sales being in Australia and Asia.

We believe that the attraction of the Tommy Bahama brand to our consumers is a reflection of our efforts over many years of maintaining appropriate quality and design of our Tommy Bahama apparel, accessories and licensed products, limiting the distribution of Tommy Bahama products to a select tier of retailers, and effectively communicating the relaxed and casual Tommy Bahama lifestyle to consumers. We expect to continue to follow this approach for the brand in the future. We believe that the retail sales value of all Tommy Bahama branded products sold during Fiscal 2014,2016, including our estimate of retail sales by our wholesale customers and other third party retailers, exceeded $1.1was approximately $1.2 billion.

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 both domestically and internationally.brand. These investments include amounts associated with capital expenditures and ongoing expenses to enhance e-commerce and other technology capabilities; capital expenditures and pre-opening expenses of new stores and restaurants; the remodeling and relocation of existing stores and restaurants; capital expenditures and ongoing expenses to enhance e-commerce and other technology capabilities; and capital expenditures related to sales, administrationdistribution and distributionother facilities.

While weWe believe there are abundant opportunities for continued growth in the United States through direct to consumer expansion and wholesale channels of distribution. However, an important focus for us in Fiscal 2017 is advancing various initiatives to increase the profitability of the Tommy Bahama business. These initiatives generally focus on:

In recent years we have begunbegan 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 thesethe operations.

At this time, we anticipateConsistent with the prior year, our near term focus in the Asia-Pacific region will beremains 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 the footprint of our current Asia retail operations. During Fiscal 2015 and Fiscal 2016, we closed our retail stores in Macau and Singapore and outlet stores in Hong Kong and Japan, with only one store remaining in Hong Kong. These closures result in our Asia-Pacific retail operations primarily consisting of stores in Australia and Japan. By focusing on a limited number of international marketsAustralia and increasing the store count in those locations,Japan 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, an in-country Tommy Bahama website, which in the case of Japan, launched in early Fiscal 2015.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 and capital expenditures associated with these operations will continue to put downward pressure on our operating margin in the near future until we have sufficient sales to leverage the operating costs.costs or have identified partners for jurisdictions which are not profitable.

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 the substantial majority of our Tommy Bahama products. During Fiscal 2014,2016, we utilized approximately 240250 suppliers which are primarily located in China, to manufacture our Tommy Bahama products. In Fiscal 2014, 80%2016, 73% of Tommy Bahama's product purchases were from manufacturers in China. The largest 10 suppliers of Tommy Bahama products provided 46%43% of the products acquired during Fiscal 2014.2016, with no individual supplier providing greater than 10%.

We believe that advertising and marketing are an integral part of the long-term strategy offor the Tommy Bahama brand, and we therefore devote significant resources to advertising and marketing. While the advertising for Tommy Bahama promotes our products, the primary emphasis is on brand image and brand lifestyle. We intend that Tommy Bahama's advertising willattempts to engage individuals within the brand's consumer demographic and guide them on a regular basis to our retail stores, e-commerce websites or wholesale customers' stores in search of our products. The marketing of the Tommy Bahama brand includes email, internet and social media advertising and traditional media such as catalogs, print catalogs and other correspondence with customers, as well as moving media and trade show initiatives. However, an increasing amount of Tommy Bahama's marketing focus involves email, Internet and social media advertising. As a lifestyle brand, we believe that it is very important that Tommy Bahama communicate regularly with consumers via the use of email, Internetinternet and social media about product offerings or other brand events in order to maintain and strengthen Tommy Bahama's connections with its consumers.

We also believe that highly visible full-price retail store locations with creative design, broad merchandise selection and brand appropriate visual presentation are key enticements for customers to visit our full-price retail stores and buy merchandise. We intend that our full-price retail stores enhance the shopping experience of our customers, which we believe will increase consumer brand loyalty. Marketing initiatives at certain of our full-price retail stores may include special event promotions and a variety of public relations activities designed to create awareness of our products.

In addition, we utilize loyalty award cards, Flip-Side events and Friends & Family events to drive traffic to our stores and products. At certain times duringwebsites. These initiatives are effective in increasing traffic as the year, two integral components of the marketing plan for Tommy Bahama include mailing loyalty gift cards to someproportion of our loyal consumers for usesales that occur during our marketing initiatives have increased in our stores during a specified time period and our "flip-side" events whereby if certain spending thresholds are achieved by the consumer in one transaction during a specified time period, the consumer earns a gift card to be used in our retail stores or on-line at a future date.recent years. We believe that our retail store operations as well as our traditional and electronic media communications increase the sales of our own full-price retail stores and e-commerce operations, as well as the sales of our products for our wholesale customers.

For certain of our wholesale customers, we also provide point-of-sale materials and signage to enhance the presentation of our branded products at their retail locations and/or participate in cooperative advertising programs.

We operate a Tommy Bahama distribution center in Auburn, Washington, which serves our North AmericanAmerica direct to consumer and wholesale operations. Activities at the distribution center include receiving finished goods from suppliers,

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%77% of Tommy Bahama's net sales in Fiscal 2014.2016. 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 grow at a faster pace than the wholesale distribution channel. Retail store, e-commerce and restaurant net sales accounted for 50%, 14%16% and 10%11%, respectively, of Tommy Bahama's net sales in Fiscal 2014.

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 appropriatebrand-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 January 31, 2015, approximately 40%28, 2017, the majority of our full-price Tommy Bahama full-price retail locations are in regional malls, with the remainder primarily being

Disposal of discontinued or end of season inventory is an ongoing part of any apparel business and historically Tommy Bahama retail store locations.

As of January 31, 201528, 2017 we operated 1517 restaurants or Marlin Bar locations, generally adjacent to a Tommy Bahama full-price retail store location, which together we often refer to as islands. These restaurant-retailretail-restaurant locations provide us with the opportunity to immerse customers in the ultimate Tommy Bahama experience. We do not anticipate that mostmany 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, as well as the Waikiki, Hawaii location scheduled to open in Fiscal 2015, we have determined that an adjacent restaurant can further enhance the image of the

During Fiscal 2014,2017, we anticipate that the average total gross square feet, calculated as the averagenumber of the total gross square feetstores will remain comparable to our store count 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 385,000 square feet, while the average total gross square feet of space used in our domestic and international Tommy Bahama outlet operations was approximately 175,000 square feet. In Fiscal 2015 and beyond, we currently expect to open approximately eight to 10 domestic retail locations per year. The majority of these locations in Fiscal 2015 are expected to be full-price stores along with one restaurant-retail location in Waikiki, Hawaii. Additionally,2016. Although we expect to open two or three internationala handful of full-price retail stores during the year, including full-price retail stores in Delray Beach, Florida and Napa, California as well as a retail-restaurant location at Legacy West in Dallas, Texas, we also expect to opportunistically close certain under-performing locations through lease expirations during the year. In future years, we do not

The operation of full-price retail stores, outlet stores and restaurant-retailretail-restaurant locations requires a greater amount of initial capital investment than wholesale operations, as well as greater ongoing operating costs. We estimate that we will spend approximately $1.0 million and $0.5$1.3 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 full-price retail store. Recently, we have opened certain stores using a smaller footprint of approximately 2,500 square feet in select locations, which allows us to minimize the cost of the store build-out on these stores.

We also incur capital expenditures when a lease expires 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 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. When a lease expires we may decide to close the store rather than relocating the store to another location or renewing the 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, in the aggregate, may continue to increase in future periods.

In addition to our full-price retail stores and outlet stores, 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.website. During Fiscal 2014,2016, e-commerce sales represented 14%16% of Tommy Bahama's net sales. Our Tommy Bahama websites allow consumers to buy Tommy Bahama products directly from us via the Internet.internet. These websites also enable us to increase our database of consumer 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 full-price retail store operations or wholesale operations. Also,In Fiscal 2016, we expect to continue to haveheld a select number of e-commerce flash clearance sales which represented 9% of Tommy Bahama e-commerce sales in Fiscal 2014, using our outlettommybahama.com website as a means of complementing our outlets in liquidating discontinued or out-of-season inventory,inventory. These sales represented 10% of Tommy Bahama e-commerce sales in a brand appropriate manner.Fiscal 2016.

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 that generally follow a full-price retail model approach with

At the same time, we believe that the integrity and continued success of the Tommy Bahama brand, including its direct to consumer operations, is dependent, in part, upon the continued controlled wholesale distribution, with careful selection of the retailers through which Tommy Bahama products are sold. As a result of thisour approach to limiting our wholesale customers, we believe that sales growth in our men's apparel wholesale business, which represented approximately 81%88% of Tommy Bahama's domestic wholesale sales in Fiscal 2014,2016, may be somewhat limited domestically.limited. However, we believe that we have significant opportunities for wholesale sales increases for our Tommy Bahama women's business, which represented approximately 16%with its appeal evidenced by women's product representing 28% of Tommy Bahama's wholesale sales in Fiscal 2014,our full-price retail stores and our Tommy Bahama footwear business.e-commerce websites. Overall, we expectanticipate that the Tommy Bahama wholesale business will grow at a slower rate than the direct to consumer distribution channel.

We maintain Tommy Bahama apparel sales offices and showrooms in 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 predominantly consisting of a combination of independent commissioned sales representatives.representatives and Tommy Bahama employees.

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 January 31, 2015,28, 2017, we have one such agreementagreements for distribution of Tommy Bahama products in the Middle East.East, Greater China and parts of Central and South America. Substantially all of the products sold by the licenseedistributors are identical to the products sold in our own Tommy Bahama stores. In addition to selling Tommy Bahama goods to wholesale accounts, the licensee operates fourdistributors may, in some cases, operate their own retail stores. None of these agreements are expected to impact the operating results of Tommy Bahama in the near term in a meaningful manner.

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 2014:

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's1950s 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 2014, 42%2016, 46% and 38% 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 belts; children's apparel; footwear; and licensed products. We also license the Lilly Pulitzer name for various product categories.

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 of new stores, costs to enhance e-commerce and other technology capabilities, an expansioncapabilities; opening and other enhancementsoperating full-price retail stores; the remodeling and relocation of Lilly Pulitzer's facilities in King of Prussia, Pennsylvaniaexisting stores; 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 maintaining appropriate quality and design of the Lilly Pulitzer apparel, accessories and licensed products, restricting the distribution of the Lilly Pulitzer products to a select tier of retailers and effectively communicating the message of Lilly'sLilly Pulitzer's optimistic Palm Beach resort chic lifestyle. We believe this approach to quality, design, distribution and communication 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 2014,2016, including our estimate of retail sales by our wholesale customers and other third party retailers, exceeded $225$300 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 in Palm Beach, Florida. Our Lilly Pulitzer design teams focus on the target consumer, and the design process

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 45 suppliers,50 vendors, with the largest individual supplier providing 10%, and the largest 10 suppliers providing 63%59%, of the Lilly Pulitzer products acquired during Fiscal 2014.2016. In Fiscal 2014, 66%2016, 56% of Lilly Pulitzer's product purchases were from manufacturers located in China.

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 willattempts to engage individuals within the brand's consumer demographic and guide them on a regular basis to our full-price 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 catalogs and other correspondence with customers as well asand moving media and trade show initiatives. However, an increasing amount of Lilly Pulitzer's marketing focus involves email, Internet and social media advertising. We believe that it is very important that a lifestyle brand effectively communicate with consumers on a regular basis via the use of email, Internetelectronic media and social mediaprint correspondence about product offerings or other brand events in order to maintain and strengthen the brands'brand's connections with consumers.

We believe that highly visible full-price retail store locations with creative design, broad merchandise selection and brand appropriate visual presentation are key enticements for customers to visit our full-price retail stores and buy merchandise. We intendbelieve that our full-price retail stores enhance the shopping experience of our customers, which we believe will increase consumer brand loyalty. Marketing initiatives at certain of our full-price 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.achieved. We believe that our full-price retail store operations, as well as our traditional and electronic media communications and periodic collaborations with others, enhance brand awareness and increase the sales of our own retail stores and e-commerce operations, as well as the salesLilly Pulitzer products in all channels of our products for our wholesale customers.distribution.

For certain of our wholesale customers, we also provide point-of-sale materials and signage to enhance the presentation of our branded products at their retail locations and/or participate in cooperative advertising programs.

Lilly Pulitzer operates a distribution center in King of Prussia, Pennsylvania for its operations.Pennsylvania. 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

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 62%68% of Lilly Pulitzer's net sales in both Fiscal 2014, compared to 57% in2016 and Fiscal 2013.2015. We expect the percentage of our Lilly Pulitzer sales which are direct to consumer sales will 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.

Our direct to consumer strategy for the Lilly Pulitzer brand includes operating full-price retail stores in higher-end malls, lifestyle shopping centers, resort destinations and brand-appropriate street locations. Sales at our full-price retail stores represented 36% of Lilly Pulitzer's net sales during Fiscal 2016. As of January 31, 2015, 1428, 2017, less than one-half of the Lilly Pulitzer stores were located in indoor regional malls, and eightslightly more than one-third of the Lilly Pulitzer stores were located in outdoor regional lifestyle centers withand the remaining locations beingwere primarily street locations. Each full-price retail store carries a wide range of merchandise, including apparel, footwear and accessories, all presented in a manner intended to enhance the Lilly Pulitzer image, brand awareness and acceptance. Our Lilly Pulitzer full-price retail stores allow us to present Lilly Pulitzer's full line of current season products. We believe our Lilly Pulitzer full-price retail stores provide high visibility for the brand and products and also enable us to stay close to the needs and preferences of consumers. Also, weWe also believe that our presentation of products and our strategy to operate the full-price retail stores as full-price stores with limited promotional activities complement our business with our wholesale customers. Generally, we believe there are opportunities for full-price retail stores in both warmer and colder climates, as we believe the more important consideration is whether the location attracts the affluent consumer that we are targeting.

During Fiscal 2014, 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 75,000 square feet. In Fiscal 2015,2017, we expect to open six full-price retail stores, including stores in St. Louis, Missouri, Raleigh, North Carolina, Columbus, Ohio, and Watch Hill, Rhode Island. Subsequent to Fiscal 2017, we expect to maintain a pace ofopen four to six stores a year after Fiscal 2015. Although the timing of all of our store openings have not been finalized, we anticipate opening full-price retail store locations in Kiawah Island, South Carolina; Nashville, Tennessee; Chicago, Illinois; and Orlando, Coral Gables and Coconut Point, Florida in Fiscal 2015. All but one of these stores is expected to openeach year in the first half of the year.

In addition to new store openings, we also incur capital expenditure costs related to remodels, expansions or downsizing 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.location. 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. As an example, in 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 28%32% of Lilly Pulitzer's net sales in Fiscal 20142016 compared to 25%30% in Fiscal 2013.2015. 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 any apparel business, in a brand appropriate manner. Usually, we have two e-commerce flash clearance sales per year, both of which are in typical industry end of seasonend-of-season promotional periods. These sales are brand appropriate events that create a significant amount of excitement with loyal Lilly Pulitzer consumers, who are looking for an opportunity to purchase Lilly Pulitzer products at a discounted price. Each of these two e-commerce flash clearance sales are for a very limited number of days, allowing the Lilly Pulitzer website to essentially remain full-price for the remainder of the year. During Fiscal 2014,2016, approximately 36%39% of Lilly Pulitzer's e-commerce sales were e-commerce flash clearance sales.

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 independent specialty stores that generally follow a full-price retail model approach with limited discounting. During Fiscal 2016, approximately 32% of Lilly Pulitzer's net sales were sales to wholesale customers. During Fiscal 2016, 40% 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 ten largest wholesale customers represented 17% of Lilly Pulitzer's net sales in Fiscal 2016 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 2014, 38% of Lilly Pulitzer's net sales were sales to wholesale customers, with Lilly Pulitzer apparel products are available in more than 600 retail locations.

We maintain Lilly Pulitzer apparel sales offices and showrooms in bothPalm 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,long term, we believe licensing may be an attractive business opportunity for the Lilly Pulitzer 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

Third party license arrangements for Lilly Pulitzer products include the following product categories: bedding and home fashions; home furnishing fabrics; stationery and gift products; home furnishing fabrics; 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 2014:

In addition to these branded businesses, Lanier ClothesApparel designs and sources private label apparel products for certain customers, including atailored clothing and pants programs for large private label pants program for adepartment stores, warehouse club. Theclubs and other retailers. For our large retail customers, the private label programs offer the retailercustomer product exclusivity, generally 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. SalesFor other customers, we may perform any combination of branded products represented approximately 67%design, sourcing, production, logistics or distribution services for a brand owner who will then distribute the product acquired from us through their wholesale or direct to consumer operations. In these cases, the brand owner may have determined it is more efficient to outsource certain functions, may be a smaller company that lacks such functional expertise or may want to focus their energies on the other aspects of their brand. Lanier Clothes' net sales during Fiscal 2014.Apparel, as an efficient operator that excels in sourcing, production, logistics, distribution and design, can increase its profitability by providing valuable services and resources to these smaller companies which may also allow the third party to operate their business in a more cost-effective manner than if the third party performed all the functions in-house.

Our Lanier ClothesApparel products are primarily sold tothrough large retailers including department stores, national chains,discount and off-price retailers, warehouse clubs, discount retailers,national chains, specialty retailers and others throughout the United States. Lanier Clothes'Apparel's products are sold in more than 5,000 retail locations. In Lanier Clothes,Apparel, we have long-standing relationships with some of the United States' largest retailers. During Fiscal 2014,2016, Lanier Clothes' fourApparel's two largest customers represented 20%,18% and 16%, 15% and 11%respectively, of Lanier Clothes'Apparel's net sales, while salessales. Sales to Lanier Clothes'Apparel's 10 largest customers represented 86%73% of Lanier Clothes'Apparel's net sales.sales during Fiscal 2016. The amount and percentage of net sales attributable to an individual customer in future years may be different than Fiscal 2014 amounts2016 as sales to wholesale customers are not tied to long-term contracts.

As much of Lanier Clothes'Apparel's private label sales are program based, where for each program or season Lanier ClothesApparel must bid for a program on a case-by-case and season-by-season basis, an individual customer could increase, decrease or discontinue its purchases from us

The moderate price point tailored clothing market is anand sportswear markets are extremely competitive apparel sectorsectors, with significant retail competition at retail andas well as gross margin pressures due to retail sales price pressures and sourcingproduction cost increases as fewer low cost sourcing alternatives exist.increases. 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 primarily 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 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 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 Clothes'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 Clothes'Apparel's global sourcing operations. During Fiscal 2014, 64% and 15%2016, 77% of Lanier ClothesApparel's product purchases were from manufacturers located in Vietnam and India, respectively.Vietnam. Lanier ClothesApparel purchased goods from approximately 115150 suppliers in Fiscal 2014.2016. The 10 largest suppliers of Lanier ClothesApparel provided 88%85% of the finished goods and raw materials Lanier ClothesApparel acquired from third parties during Fiscal 2014,2016, with 35%31% of our product purchases beingacquired from ourLanier Apparel's largest third party supplier. In addition to purchasing products from third parties, in Vietnam, India and other countries, Lanier ClothesApparel operates a manufacturing facility, located in Merida, Mexico, which produced 13%10% of our Lanier ClothesApparel products during Fiscal 2014.2016.

The advertising efforts of Lanier ClothesApparel are much more product specific than advertising for our owned lifestyle brands. For Lanier Clothes'Apparel's branded products, advertising primarily consists of co-operativecooperative advertising with our larger customers, contributions to the licensor based on a specified percentage of our net sales to fund the licensor's general brand advertising initiatives and attending brand appropriate trade shows. As a provider of private label apparel, we are generally not responsible for advertising for private label brands.

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, including when consumers purchase products from our customers' websites and we ship directly to the consumer.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.excess prior-season inventory.

We maintain apparel sales offices and showrooms for our Lanier ClothesApparel products in several locations, including New York City and Atlanta and employ a sales force consisting of a combination of salaried employees.employees and independent sales reps. Lanier ClothesApparel operates the billylondonuk.coma number of websites for certain of its businesses and menstailoreddirect.com websites, where certain Lanier Clothes products may be purchased on-line directly by consumers. In addition, Lanier Clothes also ships certain productsorders 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 apparel 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 will not be the case due to much of

We believe that there is significant opportunity to expand the reach of the Southern Tide brand by increasing the specialty storesstore, department store and our owned and licensed Ben Sherman retail stores,Signature Store presence of the brand, as well as onincreasing e-commerce sales. However, this growth and expansion will be at a prudent pace as we believe that the Ben Sherman e-commerce websites. We also licenseintegrity and success of the Ben Sherman name for various product categories.Southern Tide brand is dependent, in part, upon controlled wholesale distribution with careful selection of the retailers through which Southern Tide products are sold.

We believe that in order to take advantage of opportunities for long-term growth, we must continue to invest in the attractionSouthern Tide brand. In the near term, these investments will primarily consist of an increase in employment, advertising and other costs to support a growing wholesale business with specialty and department stores, increasing the number of Southern Tide Signature Stores and costs to enhance e-commerce and other technology capabilities. While we believe that these investments will generate long-term benefits, the investments may have a short-term negative impact on Southern Tide's operating margin given the current size of the Ben Sherman brand to our consumers is a reflection of our efforts to ensure that we maintain appropriate quality and design of our apparel and licensed products, while also implementing restricted distribution of the Ben Sherman products to a select tier of retailers. We believe this approach to quality, design and distribution increases consumer desire for Ben Sherman products.Southern Tide business. We believe that the retail sales value of all Ben ShermanSouthern Tide branded products sold during the period from the acquisition date through the end of Fiscal 2014,2016, including our estimate of retail sales by our wholesale customers and other third party retailers, was approximately $225exceeded $50 million.

Ben Sherman men's apparelSouthern Tide's products are developed by our dedicated design teams located at the Ben ShermanSouthern Tide headquarters in London, England.Greenville, South Carolina. Our Ben ShermanSouthern Tide design teams focus on the target consumer, and the design process combines feedback from buyers, consumers and our sales force, along with market trend research. We design our Ben ShermanSouthern Tide apparel products are designed to incorporate various fiber types, including cotton wool orand other natural and man-made fibers, synthetics, or blends of two or more of these materials.

WeDuring the period from the acquisition date through the end of Fiscal 2016, Southern Tide primarily utilize a largeused third party buying agent based in Hong Kong to manageagents for the production and sourcing of the majority of our Ben Sherman apparel products, supplemented by our sourcing office in India. During Fiscal 2014 weproducts. Through its third party buying agents, Southern Tide used approximately 50 suppliers primarily located in Asia to manufacture our Ben Shermanwith the largest individual supplier providing 24% and three other suppliers each providing more than 10% of the Southern Tide products. During Fiscal 2014, 38%The largest 10 suppliers of Southern Tide provided 81% of the Southern Tide products acquired, while 61% and 33% of our Ben Sherman apparel products18% were sourced from China and India, respectively, whilePeru, respectively. Southern Tide currently is in the largest 10 suppliers provided 67%process of the Ben Shermantransitioning some of its product purchases from third party buying agents to our Hong Kong-based sourcing team. We believe that products acquired during Fiscal 2014.can generally be sourced in a more cost effective manner through our existing internal sourcing operations than through third party buying agents.

We believe that advertising and marketing are an integral part of the long-term strategy offor the Ben ShermanSouthern Tide brand, and we therefore devote significant resources to advertising and marketing. We intend that Ben ShermanSouthern Tide's advertising willattempts to engage

Ben Sherman uses a third party distribution center in the United Kingdom for its products sold in the United Kingdom and continental Europe. This distribution center provides warehouse and distribution services for our Ben Sherman products sold in the United Kingdom and continental Europe. In the United States, distribution services are performed for Ben Sherman atSouthern Tide utilizes our owned distribution center in Lyons, Georgia. DistributionGeorgia for its warehouse and distribution center activitiesoperations. Activities at the distribution center include receiving finished goods from suppliers, inspecting the products and shipping the products to wholesale customers our Ben Sherman 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 as well ascustomers.

At this time, Southern Tide's business is predominantly a wholesale business with sales for our direct to consumer operations. Disposal of excess prior-season inventory isindependent specialty stores, department stores and Southern Tide Signature Stores. Southern Tide's wholesale operations provide an ongoing part ofopportunity to grow our business and Ben Sherman utilizeshave access to a combinationlarge group of consumers. During the period from the acquisition date through the end of Fiscal 2016, less than 10% of Southern Tide's sales were to department stores and less than 5% of sales in its own outlet stores and saleswere to off-price retailers to sell such inventory.

We maintain Ben ShermanSouthern Tide apparel sales offices and showrooms in several locations, including London, New York City, Amsterdam and Dusseldorf.Greenville, South Carolina. Our wholesale operations for Ben ShermanSouthern Tide utilize a sales force consisting of a combination of salaried sales employees and independent commissioned sales representatives.agents.

OurA key component of our Southern Tide growth strategy is to expand our direct to consumer strategy foroperations, which currently consists of the Ben Sherman brand includes locatingSouthern Tide website. In the future, we may open owned retail stores; however, we do not expect to open any owned retail stores in brand-appropriate street locations and malls. Each retail store carriesduring Fiscal 2017. The Southern Tide website markets a wide rangefull line of merchandise, including apparel footwear and accessories, all presented in a manner intended to enhance the Ben Sherman image. Our Ben Sherman retail stores allow us to present Ben Sherman's full line of current season products, including licensees' products.Southern Tide image, brand awareness and acceptance. We believe our Ben Sherman retail stores provide high visibility of the brand and products and also enableSouthern Tide website enables us to stay close to the needs and preferences of consumers.

We believealso utilize the presentationSouthern Tide website as a means of these productsliquidating discontinued or out-of-season inventory in our Ben Sherman retail stores helps builda brand awareness and acceptance and thus enhances business with our wholesale customers.

We do not currently have planslicense the Southern Tide trademark to open any new Ben Sherman retail stores or outlets in Fiscal 2015.a licensee for bed and bath product categories. The operation of our retail storesagreement requires a greater amount of initial capital investment than wholesale operationsminimum royalty payments as well as greater ongoing operating costs. Also,royalty and advertising payments and provides us the right to approve all products, advertising and proposed channels of distribution. In the long term, we 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 also incur capital expenditures when a lease expires and we determine it is appropriate to relocate a store to a new location in the same vicinity as the previous store.

Ben Sherman's net salesSouthern Tide'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 sales of Ben Sherman generally align with a typical wholesale and retail apparel company whereby the fall and holiday seasons are generally stronger quarters than the first half of the fiscal year. The following table presents the percentage of net sales for Ben Sherman by quarter for Fiscal 2014:

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 Southern Tide and Lanier Apparel businesses). Our LIFO inventory calculations are made on a legal entity basis whichpool does not correspond to our operating group definitions; therefore, LIFO inventory accounting adjustments are not allocated to operating groups.

Discontinued operations include the assets and classic styling. In addition to apparel bearing the Oxford Golf trademark, Oxford Golf also sources some private label products for certain small apparel companies. Our Oxford Golf products are primarily acquired on a package purchase, finished goods basis from third party producers outside of the United States. Oxford Golf seeks to maintain sufficient levels of inventory to support programs for pre-booked orders and at-once ordering. Oxford Golf employs a sales force consisting primarily of

As discussed above, weWe own trademarks, several of which are very important and valuable to our business.business including Tommy Bahama, Lilly Pulitzer and Southern Tide. 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 evaluate 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 substantiallyvirtually 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 2014,2016, we sourced approximately 60%58% and 16% of our products from producers located in China and 12% of our products from producers in 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 our suppliers for a number of years, generally we do not have long-term contracts with our suppliers. Instead, we conduct business on an order-by-order basis. Thus, we compete with other companies for the production capacity of independent manufacturers. We believe that this approach provides us with the greatest flexibility in identifying the appropriate manufacturers while considering quality, cost, timing of product delivery and other criteria whileand also utilizing the expertise of the manufacturers. During Fiscal 2014,2016, no individual third-partythird party manufacturer supplied more than 10% of our product purchases.

We purchase substantiallyvirtually 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 13%2% of our total company, or 10% of our total Lanier ClothesApparel, products during Fiscal 2014.2016.

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

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 thatfrom whom 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 substantially all of our merchandise is manufactured by foreign suppliers. During Fiscal 2014,2016, we sourced approximately 60%58% 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.

We believe that sophisticated information systems and functionality are important components of maintaining our competitive position and supporting continued growth of our businesses, particularly in the ever changing consumer shopping environment. Our management information systems are designed 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 2014:

As 61%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 January 31, 2015,28, 2017, we employed approximately 5,4005,800 persons, of whom approximately 80%85% were employed in the United States. Approximately 69%70% of our employees were retail store and restaurant employees. We believe our employee relations are good.

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. 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

As of January 31, 2015,28, 2017, our 208 retail and restaurant operationslocations utilized approximately 0.9 million square feet of leased space in the United States, the United Kingdom, Canada, Australia, AsiaJapan and continental Europe.Hong Kong. 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 January 31, 2015,28, 2017, we also utilized approximately 1.11.6 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, Hong Kong, Germany and China.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.

From time to time, we are a party to litigation and regulatory actions arising in the ordinary course of business. These actions may relate to trademark and other intellectual property, licensing arrangements, real estate, importing or exporting regulations, taxation, employee relation matters or other topics. 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. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of additional factors not presently known or determinations by judges, juries, or others which are not consistent with our evaluation of the possible liability or outcome of such litigation or claims.

Not applicable.

We have paid dividends in each quarter since we became a public company in July 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, funding of acquisitions, funding of capital expenditures or 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,facility, other debt instruments contingent consideration arrangements or applicable law limit our ability to pay dividends. We may borrow to fund dividends in the short-termshort term based on our expectation of operating cash flows in future periods subject to the terms and conditions of our credit facilities orfacility, 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 2014.2016.

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 anyequity awards. During the Fourth Quarter of our commonFiscal 2016, no shares were repurchased pursuant to these plans during the fourth quarter of Fiscal 2014.plans.

In Fiscal 2012,March 2017, 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 January 31, 2015, 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.

Our selected financial data included in the table below reflects (1) the resultsacquisition of the Southern Tide operations for Lilly Pulitzer subsequent to its acquisition date of December 21, 2010 and (2)assets in April 2016 and the divestiture of substantially all of the operations and assets of our former Oxford Apparel operationsBen Sherman operating group in Fiscal 2010, July 2015,

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.