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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 1-16097

THE MEN'S WEARHOUSE, INC.
(Exact Name of Registrant as Specified in its Charter)

(281) 776-7000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý.    No o.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o.    No ý.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý.    No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý.    No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price of shares of common stock on the New York Stock Exchange on August 3, 2013,2, 2014, was approximately $1,916.9$2,466.1 million.

The number of shares of common stock of the registrant outstanding on March 21, 201417, 2015 was 47,604,62948,135,587 excluding 137,900129,095 shares classified as Treasury Stock.

DOCUMENTS INCORPORATED BY REFERENCE

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FORM 10-K REPORT INDEX

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Forward-Looking and Cautionary Statements

Certain statements made in this Annual Report on Form 10-K and in other public filings and press releases by the Company (as defined below) contain "forward-looking" information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risk and uncertainty. These forward-looking statements may include, but are not limited to, references to, sales, earnings, margins, costs, number and costs of store openings, future capital expenditures, acquisitions, synergies, demand for clothing, market trends in the retail and corporate apparel clothing business, currency fluctuations, inflation and various economic and business trends. Forward-looking statements may be made by management orally or in writing, including, but not limited to, Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K and other sections of our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended.

Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: actions by governmental entities; domestic and international economic activity and inflation; success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, includingas well as integration of acquisitions;acquisitions including Jos. A. Bank Clothiers, Inc.; performance issues with key suppliers; disruption in buying trends due to homeland security concerns; severe weather; foreign currency fluctuations; government export and import policies; aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.

These forward lookingforward-looking statements are based upon management's current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third party approvals, many of which are beyond our control. Refer to "Risk Factors" contained in Part I of this Annual Report on Form 10-K for a more complete discussion of these and other factors that might affect our performance and financial results. These forward-looking statements are intended to convey the Company's expectations about the future, and speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future eventsdevelopments or otherwise.

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PART I

ITEM 1.    BUSINESS

General

The Men's Wearhouse began operations in 1973 as a partnership and was incorporated as The Men's Wearhouse, Inc. (the "Company") under the laws of Texas in May 1974. Our principal corporate and executive offices are located at 6380 Rogerdale Road, Houston, Texas 77072-1624 (telephone number 281-776-7000) and at 6100 Stevenson Blvd., Fremont, California 94538-2490 (telephone number 510-657-9821), respectively.

On June 18, 2014, the Company acquired Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank"), a men's specialty apparel retailer with 624 retail stores (excluding 15 franchise stores) across the United States ("U.S."), for total consideration of approximately $1.8 billion. For additional information, refer to Note 2, "Acquisitions", to our consolidated financial statements included in this Annual Report on Form 10-K.

Unless the context otherwise requires, "Company", "we", "us" and "our" refer to The Men's Wearhouse, Inc. and its subsidiaries. References herein to years are to the Company's 52-week or 53-week fiscal year, which ends on the Saturday nearest January 31 in the following calendar year. The periods presented in these financial statements are the fiscal years ended January 31, 2015 ("fiscal 2014"), February 1, 2014 ("fiscal 2013"), and February 2, 2013 ("fiscal 2012") and January 28, 2012 ("fiscal 2011"). Each of these periods had 52 weeks, except for fiscal 2012, which consisted of 53 weeks.

Our Brands and Products

We are one of the largest specialty retailersretailer of men's suits and the largest provider of tuxedo rental product in the United States ("U.S.") and Canada. At February 1, 2014,January 31, 2015, we operated 1,124a total of 1,758 retail stores, with 1,0031,635 stores in the U.S. and 121Puerto Rico as well as 123 stores in Canada. Our U.S. retail stores are operated under the brand names of Men's Wearhouse (661(698 stores), Men's Wearhouse and Tux (248(210 stores), Jos. A. Bank (636 stores, excluding 15 franchise stores) and K&G (94(91 stores) in 50 states, and the District of Columbia.Columbia and Puerto Rico. Our Canadian stores are operated under the brand name of Moores Clothing for Men ("Moores")(123 stores) in ten provinces. We also conductIn addition, at January 31, 2015, we operated 34 retail dry cleaning, laundry and heirlooming operationsfacilities through MW Cleaners in the Houston, Texas area.Texas. On August 6, 2013, we acquired JA Holding, Inc. ("JA Holding"), the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory, for $97.5$94.9 million in cash consideration, subject to certain adjustments. The total net cash consideration paid after these adjustments was $94.9 million. We believe this transaction will accelerate our strategy of offering exclusive brands with broad appeal at attractive prices.consideration. These operations comprise our retail segment.

Additionally, we operate two corporate apparel providers—our UK-based holding company operations, the largest provider in the United Kingdom ("UK"), under the Dimensions, Alexandra and Yaffy brands, and our Twin Hill operations in the U.S. These operations provide corporate clothing uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet. The CompanyWe initially acquired 86% of the UK-based holding company in 2010. Certain previous shareholders of Dimensions controlcontrolled 14% of the UK-based holding company and on September 26, 2014, we purchased the Company has the right to acquire this 14% after fiscal 2013.non-controlling interest for total consideration of approximately $6.7 million. These operations comprise our corporate apparel segment.

During fiscal 2013, 2012For information on store closings and 2011, we generated totalopenings, see "Item 6. Selected Financial Data" in this Annual Report on Form 10-K. Financial information concerning business segments and geographic area is contained in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and under Note 16 to our consolidated net earnings attributable to common shareholders of $83.8 million, $131.7 million and $120.6 million, respectively. Our two reportable segments contributed the following net sales and operating income in each of the last three fiscal years (in thousands):

Additional segment information, together with certain geographical information, isfinancial statements both included in Note 15 of Notes to Consolidated Financial Statements contained herein.this Annual Report on Form 10-K.

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Retail Segment

Overview

In our retail segment, we offer our products and services through our four retail merchandising brands—The Men's Wearhouse, Wearhouse/Men's Wearhouse and Tux, Jos. A. Bank, Moores and K&G—and the Internetinternet at www.menswearhouse.com.www.menswearhouse.com, www.josbank.com, and www.josephabboud.com. Our stores are located throughout the U.S. and Canada and carry a wide selection of exclusive and non-exclusive merchandise brands. Our retail segment accounted for approximately 90.0%, 90.4% and 89.8% of our total net sales in fiscal 2013, 2012 and 2011, respectively. MW Cleaners a retail dry cleaning, laundry and heirlooming operation in the Houston, Texas area, is also aggregatedincluded in the retail segment as these operations have not had a significant effect on our revenues or expenses. AsAlso, as a result of our acquisition of JA Holding, we now operate a factory located in New Bedford, Massachusetts that manufactures quality U.S. made tailored clothing including designer suits, tuxedos, sport coats and slacks which we sell in our Men's Wearhouse stores. JA Holdingstores and at www.josephabboud.com.

Men's attire is a componentcharacterized by infrequent and more predictable fashion changes. Therefore, we believe we are not as exposed to trends typical of more fashion-forward apparel retailers where significant markdowns to move out-of-style merchandise are more common. However, our Men's Wearhouse brandconcentration in men's attire causes our sales to be impacted by macroeconomic trends, particularly unemployment levels and therefore has also been included in our retail segment.

Below is a summary of store statistics with respect to our retail apparel stores during each of the respective fiscal years, followed by a brief description of each brand.

At February 1, 2014, we also operated 35 retail dry cleaning, laundry and heirlooming facilities in the Houston, Texas area.consumer confidence.

Men's Wearhouse/Men's Wearhouse and Tux

Under theThe Men's Wearhouse brand, we targettargets the male consumer (25 to 55 years old) by providing a superior level of customer service and offering a broad selection of exclusive and non-exclusive merchandise brands at regular and sale prices we believe are competitive with specialty and traditional department stores. Our merchandise includes suits, suit separates, sport coats, slacks, formalwear, business casual, sportswear, outerwear, dress shirts, shoes and accessories in classic, modern and slim fits and in a wide range of sizes including a significant selection of "Big and Tall" product. We also offer a full selection of tuxedo rental product. We believe our tuxedo rental program broadens our customer base by drawing first-time and younger customers into our stores; accordingly, our offering includes an expanded merchandise assortment including dress and casual apparel targeted toward the younger customer.

Men's attire is characterized by infrequent and more predictable fashion changes. Therefore, we believe we are not as exposed to trends typical of more fashion-forward apparel retailers where significant markdowns to move out-of-style merchandise are more common. However, our concentration in "wear-to-work" business attire causes our sales to be impacted by macroeconomic trends, particularly unemployment levels. Furthermore, we believe that these market conditions affect us more than other

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retailers because discretionary spending for items like men's tailored apparel tends to slow sooner and to recover later than that for other retail purchases.

At February 1, 2014,January 31, 2015, we operated 661698 Men's Wearhouse retail apparel stores (including nine outlet stores) in 50 states, and the District of Columbia with an average square footage of 5,710 per store.and Puerto Rico. These stores are referred to as "Men's Wearhouse stores" or "traditional"full line stores" that offer a full selection of retail merchandise and tuxedo rental product. Men's Wearhouse stores are primarily located in regional strip and specialty retail shopping centers. In fiscal 2013,centers or in freestanding buildings as we opened 23 new Men's Wearhouse storesbelieve that men prefer direct and easy store access that enables our customers to park near the entrance of which four are Men's Wearhouse outlets.the store.

At February 1, 2014,January 31, 2015, we also operated another 248210 stores in 3533 states branded as Men's Wearhouse and Tux thatTux. These stores are referred to as "rental stores" and offer a full selection of tuxedo rental product and a limited selection of retail merchandise including dress and casual apparel targeted toward a younger customer. These stores, referred to as "rental stores", are smaller than our traditional stores, averaging 1,387 square feet per store at February 1, 2014, and are located primarily in regional malls and lifestyle centers. InDuring fiscal 2013,2014, we closed 4038 Men's Wearhouse and Tux stores as we continued to experience a consumer driven shifting of rental revenues from the rental stores to our Men's Wearhousefull line stores located one mile or less in proximity.

Our Men's WearhouseJos. A. Bank

Jos. A. Bank targets the male career professional (35 to 59 years old) emphasizing high quality tailored and Men's Wearhousebusiness casual clothing and Tux stores accounted for 72.1%accessories, substantially all of which is sold under the exclusive Jos. A. Bank label. Jos. A. Bank merchandise consists of suits, suit separates, sport coats, slacks, formalwear, business casual, sportswear, outerwear, dress shirts, shoes and accessories in primarily traditional styles and in a wide range of sizes including a selection of "Big and Tall" product. We also offer tuxedo rentals at all of our totalJos. A. Bank stores. On September 3, 2014, we announced the early termination of an agreement

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between Jos. A. Bank and Jim's Formal Wear, effective December 31, 2014, which allowed us to leverage our existing tuxedo rental inventory to serve the Jos. A. Bank tuxedo operations.

At January 31, 2015, we operated 636 Jos. A. Bank retail segment net salesapparel stores (including 53 outlet stores) in fiscal 2013, 70.3%44 states and the District of Columbia. Jos. A. Bank stores are primarily located in fiscal 2012 and 68.8% in fiscal 2011.fashion-oriented, specialty retail centers. In addition, as of January 31, 2015, there are 15 franchise stores.

Moores

Moores is one of Canada's leading specialty retailers of men's apparel. Similar to the Men's Wearhouse stores, Moores stores offer a broad selection of exclusive and non-exclusive merchandise brands at regular and sale prices that we believe are competitive with traditional Canadian specialty and department stores. Moores' merchandise consists of suits, suit separates, sport coats, slacks, formalwear, business casual, sportswear, outerwear, dress shirts, shoes and accessories in classic, modern and slim fits and in a wide range of sizes including a selection of "Big and Tall" product. We also offer tuxedo rentals at all of our Moores stores which we believe broadens our customer base by drawing first-time and younger customers into our stores. To further accommodate these younger tuxedo rental customers, we also offer an expanded merchandise assortment including dress and casual apparel targeted toward a younger customer. As with our Men's Wearhouse stores, Moores' concentration in "wear-to-work" business attire causes our sales to be impacted by macroeconomic trends, particularly unemployment levels. Furthermore, we believe that these market conditions affect us more than other retailers because discretionary spending for items like men's tailored apparel tends to slow sooner and to recover later than that for other retail purchases.

At February 1, 2014,January 31, 2015, we operated 121123 retail apparel stores in ten Canadian provinces averaging 6,358 square feet per store.provinces. Moores stores are primarily located in regional strip and specialty retail shopping centers. In fiscal 2013, we opened one new Moores store.

Our Moores stores accounted for 11.4% of our total retail segment net sales in fiscal 2013, 12.2% in fiscal 2012 and 12.5% in fiscal 2011.

K&G

K&G stores offer a more value-oriented superstore approach that we believe appeals to the more price sensitive customer in the apparel market. K&G offers first-quality, current-season apparel and accessories comparable in quality to that of traditional department stores, at prices we believe are typically up to 70%60% below the regular prices charged by such stores. K&G's merchandising strategy emphasizes broad assortments across all major categories of both men's and ladies' career apparel, including tailored clothing, dress furnishings, sportswear, accessories and shoes and children's apparel in a wide depth of sizes including "Big and Tall" and "Women's plus sizes". This merchandise selection, which includes exclusive and non-exclusive merchandise brands, positions K&G to attract a wide range of customers in each of its markets.

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At February 1, 2014,January 31, 2015, we operated 9491 K&G stores in 27 states, 8583 of which also offer ladies' career apparel, sportswear, accessories and shoes and children's apparel. K&G stores vary in size from approximately 9,600 to 42,000 total square feet. The average square footage at February 1, 2014 was 23,710 with a 20,000 to 25,000 square foot men's and ladies' superstore prototype. K&G stores are "destination" stores located primarily in second generation strip shopping centers that are easily accessible from major highways and thoroughfares. In fiscal 2013,

During 2014, we opened one new K&G store and closed four K&G stores.

Our K&G stores accounted for 15.1%completed our review of our total retail segment net sales in fiscal 2013, 16.3% in fiscal 2012 and 17.5% in fiscal 2011.

In March 2013, we announced that we engaged Jefferies & Co. to assist us in evaluating strategic alternatives for our K&G operations. As part of the review, we considered offers to acquire the K&G business, none of which were acceptable. We believeconcluded that continuing to operate K&G as a wholly-owned subsidiary of the Company and part of the Company's overall portfolio will provide the most value to our core strengths lie primarily in our service culture and specialty men's apparel retailing, and that we will be better able to focus our efforts on these core operations by taking this action.shareholders.

Customer Service and Marketing

The Men's Wearhouse, Jos. A. Bank and Moores sales personnel are trained as clothing consultants to provide customers with assistance and advice on their apparel needs, including product style, color coordination, fabric choice and garment fit. Consultants are encouraged to offer guidance to the customer at each stage of the decision-making process, making every effort to earn the customer's confidence and to create a professional relationship that will continue beyond the initial visit. Men's Wearhouse and Tux stores are generally smaller than our traditional stores and are staffed to facilitate the tuxedo rental and retail sales process.

K&G stores are designed to allow customers to select and purchase apparel by themselves. For example, each merchandise category is clearly marked and organized by size, and suits are specifically tagged ("Slim Fit," "Modern Fit," "Classic Fit," "Urban Fit," etc.) as a

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means of further assisting customers to easily select their styles and sizes. K&G employees are also available to assist customers with merchandise selection, including correct sizing.

EachSubstantially all of our retail apparel stores providesprovide on-site tailoring services to facilitate timely alterations at a reasonable cost to customers. Tailored clothing purchased at a Men's Wearhouse store will be pressed and re-altered (if the alterations were performed at a Men's Wearhouse store) free of charge for the life of the garment.

Because management believes that men prefer direct In addition, Jos. A. Bank utilizes Company-owned regional tailor shops, which receive merchandise from stores to perform tailoring services and easyreturn the merchandise to the selling store access, we attempt to locate our retail apparel stores in regional strip and specialty retail shopping centers or in freestanding buildings to enable customers to park near the entrance of the store.for customer pickup.

Our advertising strategy primarily consists of television, email, online (including social networking), mobile, direct mail, telemarketing and bridal shows. We consider our integrated efforts across these channels to be the most effective means of both attracting and reaching potential new customers, as well as reinforcing ourthe positive attributes forof our various brands with our existing customer base. Our total annual advertising expendituresIn addition, for Jos. A. Bank, we distribute a catalog to communicate the retail segment were $99.1 million, $92.2 millionJos. A. Bank image, to provide customers with fashion guidance in coordinating outfits and $82.0 million in 2013, 2012 and 2011, respectively.to generate traffic.

We have a preferred relationship with David's Bridal, Inc., the nation's largest bridal retailer, and TheKnot.com with respect to our tuxedo rental operations. We alsoAdditionally, we have an agreement with Vera Wang that gives us the exclusive right to "Black by Vera Wang" tuxedo products for rental and retail sale.

We also offer our "Perfect Fit" loyalty program to our Men's Wearhouse, Men's Wearhouse and Tux and Moores customers. Under the loyalty program, customers receive points for purchases. Points are equivalent to dollars spent on a one-for-one basis, excluding any sales tax dollars. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may use to make purchases at Men's Wearhouse, Men's Wearhouse and Tux or Moores stores or online at www.menswearhouse.com. We

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believe that the loyalty program facilitates our ability to cultivate long-term relationships with our customers. All customers who register for our "Perfect Fit" loyalty program are eligible to participate and earn points for purchases. Approximately 82%83% of sales transactions at our Men's Wearhouse, Men's Wearhouse and Tux and Moores stores were to customers who participated in the loyalty program infor fiscal 2013.year 2014. We are also evaluating the addition of a loyalty program for Jos. A. Bank, which we believe will enhance our relationship with the Jos. A. Bank customer.

Merchandising

Our Men's Wearhouse and Moores retail apparel stores offer a broad selection of exclusive and non-exclusive men's business attire, including a consistent stock of core items (such as basic suits, navy blazers and tuxedos) and a significant selection of "Big and Tall" product. Although basic styles are emphasized, each season's merchandise reflects current fit, fabric and color trends. We do not purchase significant quantities of merchandise overruns or close-outs. At our Men's Wearhouse and Moores brands, we provide recognizable quality merchandise at prices that assist the customer in identifying the value available at our retail apparel stores. The broad merchandise selection creates increased sales opportunities by permitting a customer to purchase substantially all of his tailored wardrobe and accessory requirements, including shoes, at our retail apparel stores. Additionally,

The inventory mix at our Men's Wearhouse stores, if the customer wants an item that is not available at the store our clothing consultants can order it through our website to fulfill the customer's purchasing needs.

Within our tailored clothing, we offer an assortment of styles from a variety of manufacturers and maintain a broad selection of fabrics, colors and sizes, including "Big and Tall" and boys. In addition, at Men's WearhouseMoores stores we recently began offering our customers the ability to purchase a custom-made suit which can be produced in approximately three weeks and is unique to each customer's specifications. Based on the experience and expertise of our management, we believe that the depth of selection offered provides us with an advantage over most of our competitors.

Our inventory mix includes business, business casual, casual and formal merchandise designed to meet the demand of our customers. OurThis assortment includes the classic fit, comprised of pleated pants and a more generous fit, and modern fit, consisting of flat front pants, narrower lapels, side vent jackets and a more tailored but still comfortable fit. In addition, we have expanded our merchandise assortment targeted toward a younger customer in our Men's Wearhouse and Moores retail stores with the addition of slim fit clothing, a fit that is much closer to the body producing a slimmer, more flattering look.

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Also, at Men's Wearhouse stores currently, and 2011, 56.8%, 57.1%in 2015, at Moores stores, we offer our customers the ability to purchase a custom-made suit which can be produced in approximately three weeks and 57.4%, respectively, ofis unique to each customer's specifications. Based on our total retail men's net clothing product sales were attributable to tailored clothing (suits, suit separates, sport coatsexperience and slacks) and 43.2%, 42.9% and 42.6%, respectively, were attributable to non-tailored clothing (casual attire, sportswear, shoes, shirts, ties, outerwear and other clothing product sales).

We do not purchase significant quantities of merchandise overruns or close-outs. We provide recognizable quality merchandise at prices that assist the customer in identifying the value available at our retail apparel stores. Weexpertise, we believe that the merchandise at Men's Wearhousedepth of selection offered provides us with an advantage over most of our competitors.

At Jos. A. Bank, we offer a distinctive collection of clothing and Moores stores, before considerationaccessories focused on a classic look including formal, business, business casual, sportswear and golf apparel, substantially all of promotional discounts,which is generally offered at attractive price points that are competitivesold under the Jos. A. Bank label. Jos. A. Bank's product offerings include suits, tuxedos, dress shirts, sportcoats, dress pants, overcoats, ties, and sportswear, among other items. The Jos. A. Bank merchandising strategy is focused on a classic styling with traditional department storesattention to detail in quality materials and that merchandise at K&G stores is generally up to 70% below regular retail prices charged by such stores.workmanship.

Our promotional pricing strategy for Men's Wearhouse and Moores utilizes a variety of pricing techniques such as "buy one get one free" and "buy one get one for $100" designed to encourage multiple unit sales allowing us to offer our customers excellent value while still maintaining adequate margins and remaining competitive in the current economic environment. Jos. A. Bank's business is highly promotional driven by a product pricing strategy where targeted promotional events are run throughout the year based on market conditions and customer preferences and demands.

Purchasing and Distribution

We purchase merchandise and tuxedo rental product from approximately 700 vendors. Management doesvendors and do not believe that the loss of any vendor would significantly impact us. While we have no material long-term contracts with our vendors, we believe that we have developed an excellent relationship with our vendors that is supported by consistent purchasing practices.

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We purchased approximately 21%For the Men's Wearhouse and 14% of total U.S. and Canada clothing product purchases, respectively, in fiscal 2013 throughMoores brands, our vertical direct sourcing program.model with third-party vendors covers design, product development and all logistics to the sales floor. We have no long-term merchandise supply contracts and typically transact business on a purchase order-by-purchase order basis either directly with manufacturers and fabric mills or with trading companies. We have developed long-term and reliable relationships with over halfmost of our direct manufacturers and fabric mills, which we believe provides stability, quality and price leverage. We also work with trading companies that support our relationships with vendors for our direct sourced merchandise and contract agent offices that provide administrative functions on our behalf. In addition, the agent offices provide all quality control inspections and ensure that our operating procedures manuals are adhered to by our suppliers.

In addition, as a result of our acquisition of JA Holding, we nowalso operate a factory located in New Bedford, Massachusetts that manufactures quality, made in America, tailored clothing including designer suits, tuxedos, sport coats and slacks which we sell in our Men's Wearhouse stores. We also plan to sell similar merchandise in our Moores stores, which will beis produced by a third party in Canada, not JA Holding.

During 2013,In fiscal year 2014, Men's Wearhouse/Men's Wearhouse and Tux, Moores and K&G sourced approximately 90%62% of our direct sourced merchandise was sourced infrom Asia (78%(34% from China and Indonesia) while 3%12% was sourced in Mexico, 7% in the U.S. and 7%19% was sourced in Europe and other regions. All of our foreign purchases are negotiated and paid for in U.S. dollars, except purchases from Italy which are negotiated and paid for in Euros. All direct sourcing vendors are expected to adhere to our compliance program. To oversee compliance, we have a direct sourcing compliance department and we also use the services of an outside audit company to conduct frequent vendor audits.

Currently, Jos. A. Bank merchandise is designed through the coordinated efforts of our merchandising and planning staff, working in conjunction with suppliers, manufacturers, trading companies and buying agents around the world. Similar to Men's Wearhouse and Moores, Jos. A. Bank transacts substantially all business on a purchase order-by-purchase order basis and does not maintain any long-term or exclusive contracts, commitments or arrangements with manufacturers or other suppliers. In addition, Jos. A. Bank

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uses buying agents to source a significant portion of our products from various companies located in or near Asia. As part of the integration process, we expect to leverage our direct sourcing model to source Jos. A. Bank merchandise.

Since the date of acquisition through the end of fiscal 2014, Jos. A. Bank sourced approximately 65% of total product purchases from Asia (41% from China and India) while 24% was sourced from Mexico and 11% from other regions. In addition, Jos. A. Bank uses buying agents to source products from various companies located in or near Asia. Since the date of acquisition through the end of fiscal 2014, two buying agents sourced, respectively, approximately 58% and 7% of Jos. A. Bank total product purchases. No other buying agent represented more than 5% of total product purchases for Jos. A. Bank.

All retail apparel merchandise for Men's Wearhouse and Wearhouse/Men's Wearhouse and Tux stores is received into our distribution center located in Houston, Texas, where it is either placed in back-stock or allocated to and picked by store for shipping. In the majority of our larger markets, we also have separate hub facilities or space within certain Men's Wearhouse stores used as redistribution facilities for their respective areas. Approximately 36% of purchased merchandiseMerchandise for Jos. A. Bank is transportedreceived and distributed to our K&G stores from our Houston distribution center; all other merchandise is direct shipped by vendors to the stores. Mostcenters in Hampstead and Eldersburg, Maryland, while most purchased merchandise for our Moores stores is distributed to the stores from our distribution center in Montreal, Quebec. The majority of merchandise for our K&G stores is direct shipped by vendors to the stores with the remainder of K&G merchandise being transported to our K&G stores from our Houston distribution center. We are currently reviewing our distribution center approach for the Men's Wearhouse/Men's Wearhouse and Tux and Jos. A. Bank brands to optimize our shipping and freight costs by transitioning to a regional distribution strategy that leverages the geographic locations of our main distribution centers in Houston, Texas and Hampstead, Maryland.

Our tuxedo rental product is located in our Houston distribution center and in six additional distribution facilities located in the U.S. (five) and Canada (one). The six additional distribution facilities also receive limited quantities of retail product, primarily formalwear accessories, that is sold in our Men's Wearhouse, Wearhouse/Men's Wearhouse and Tux, Moores and, Mooresas of January 1, 2015, Jos. A. Bank stores.

All retail merchandise and new tuxedo rental product is transported from vendors to our distribution facilities is done so via common carrier or on a dedicated fleet of long-haul vehicles operated by a third party. This dedicated fleet is also used to transport product from our Houston distribution center to the hub facilities and a fleet of leased or owned smaller vehicles is used to transport product from the hub facilities to our stores within a given geographic region.

Competition

Our primary competitors include traditional department stores, specialty men's clothing stores, online retailers, off-price retailers, manufacturer-owned and independently-owned outlet stores and their e-commerce channels and independently owned tuxedo rental stores. We believe that the principal competitive factors in the menswear market are merchandise assortment, quality, price, garment fit, merchandise presentation, store location and customer service, including on-site tailoring.

We believe that strong vendor relationships, our direct sourcing program and our buying volumes and patterns are the principal factors enabling us to obtain quality merchandise at attractive prices. We believe that our vendors rely on our predictable payment record and history of honoring promises. Certain of our competitors (principally department stores) may be larger and may have substantially greater financial, marketing and other resources than we have and therefore may have certain competitive advantages.

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Corporate Apparel Segment

Overview

Our corporate apparel segment provides corporate clothing uniforms and workwear to workforces with operations conducted by Twin Hill in the U.S. and by our UK holding company operating under the Dimensions, Alexandra and Yaffy brands primarily in the UK. We offer our corporate apparel clothing

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products through multiple channels including managed corporate accounts, catalogs and the internet at www.dimensions.co.uk and www.alexandra.co.uk. We offer a wide variety of customer branded apparel such as shirts, blouses, trousers, skirts and suits as well as a wide range of other products from aprons to safety vests to high visibility police outerwear. With respect to our managed contracts, we generally provide complete management of our customers' corporate clothing programs from design, fabric buying and manufacture to measuring, product roll-outs and ongoing stock replacement and replenishment. The corporate apparel segment accounted for approximately 10.0%, 9.6% and 10.2% of our total net sales in fiscal 2013, 2012 and 2011, respectively.

Customer Service and Marketing

Our customer base includes companies and organizations in the retail grocery, retail, banking, distribution, travel and leisure, postal, security, healthcare and public sectors. Sectors which tend to be strong users of third party corporate wear providers are retail, finance, utilities, hospitality and leisure. Sector characteristics tend to impact the corporate wear requirements of our individual customers. For example, retail customers typically have high staff turnover levels resulting in large replenishment volumes and significant seasonal demand, while banking customers generally have lower turnover and replenishment requirements but refresh or rebrand uniforms more frequently. The public service sector has historically consisted of fragmented regional authorities although there seems to be a move in the UK toward more consolidated sourcing units.

Our managed contract customers are generally organizations with larger numbers of uniform wearing employees or those that use uniforms as a form of brand identity. We have long established relationships with many of the UK's top employers and we currently maintain over 2530 managed accounts with an average account size greater than 15,000 wearers. Our typical catalog customers are small to medium sized organizations with a relatively smaller number of employees or organizations where brand differentiation is not imperative.

Under our managed contracts, we take responsibility for dressing our customers' employees and are the exclusive supplier of corporate wear to many of our customers. Because of the nature of the managed contract model, we ensure that we are fully involved in all of our customers' uniform requirements, from daily replenishment requirements to longer term rebranding plans and wider corporate wear strategy. As a result, our relationship and level of interaction with our customers is generally far deeper and more embedded than conventional customer-supplier relationships.

Managed contracts are generally awarded through a request for proposal or tender process for multi-year contracts. Our teams continually monitor market opportunities to obtain access to such contracts. Regular contact with corporate wear buyers is supplemented with mail campaigns, attendance at trade fairs and trade magazine advertisements. Generally, we provide each managed contract customer with a specific account manager who often works two or three days a week on-site at our larger customers' offices. In addition to maintaining customer requirements, the account manager is also responsible for suggesting and implementing ways of improving the customer's corporate wear process.

During fiscal 2013,2014, no one customer accounted for 10% or more of our total corporate apparel net sales. Management doessales and we do not believe that the loss of any customer would significantly impact us.

Our catalogs are distributed electronically, via mail and in the U.S., by sales representatives. The catalogs offer a full range of our products and offer further branding or embellishment of any productmost products ordered. Catalog orders

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can be placed via phone, mail, fax or direct contact with our sales representatives.representatives and, in the U.S., via client-specific websites. Our UK e-commerce platforms also allow online ordering via our websites and provide 24-hour functionality, with a full list of our products and their details. In addition, we regularly develop dedicated websites for our corporate clients for use by their employees in ordering their company specific corporate wear.

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Merchandising

In our corporate apparel operations, we work with our customers, who are generally businesses and organizations in both the public and private sector, to create custom apparel programs designed to support and enhance their respective brands. Our comprehensive apparel collections, including basic apparel categories such as shirts, blouses, trousers, skirts and suits as well as a wide range of other products from aprons to safety vests to high visibility police outerwear, feature designs with sizes and fits that meet the performance needs of our customers' employees and utilize the latest technology in long-wearing fabrications. Career wear, casual wear and workwear make up an increasingly significant portion of the product mix as service industry customers continue to grow.

Under our managed contracts, our customers receive a full range of services including design, fabric buying and manufacturing, measuring and sizing, employee database management and replenishment forecasting, supply chain management and distribution and logistics of finished products. Customers work with our in-house design and technical teams to design and develop uniforms or other corporate wear that creates strong brand identity. We utilize our management information and garment tracking system which highlights trends, identifies issues and provides benchmark data for the customer at all levels from individual wearer to enterprise-wide. This system also allows us to identify potential cost savings and develop solutions on behalf of our customers and to respond quickly to trends or other changing needs.

With respect to our UK catalog and internet operations, customers can design an off-the-rack program that provides custom alterations and embroidery on any of our standard, ready-to-wear clothing. We work with such customers to create a distinctive, branded program that may include the addition of a company logo or other custom trim.

Purchasing and Distribution

Most corporate apparel garment production is outsourced to third-party manufacturers and fabric mills through our direct sourcing programs. We have developed long-term relationships with most of our direct manufacturers and fabric mills, which we believe provides stability, quality and reliability. We do not have any material long-term contracts with our vendors and we do not believe that the loss of any vendor would significantly impact us. We also work with trading companies that support our relationships with our direct source vendors and with contract agent offices that provide administrative functions on our behalf. In addition, the agent offices assist with quality control inspections and ensure that our operating procedures manuals are adhered to by our suppliers.

During 2013,2014, approximately 59%55% of our corporate wear product purchases was sourced in Asia (primarily China, Pakistan, Bangladesh, China, Sri Lanka Pakistan and Indonesia) while approximately 41%45% was sourced from Europe and other regions. Our foreign purchases from Asia are negotiated and paid for in U.S. dollars, while our purchases from Europe and other regions are negotiated and paid for in pounds Sterling or Euros.

All corporateCorporate apparel merchandise is received into our distribution facilities located in Houston, Texas for U.S. operations and Long Eaton for the UK operations and Houston, Texas and Bakersfield, California for U.S. operations. Customer orders are dispatched to the customer or individual wearers employed by the customer via common carrier or pursuant to other arrangements specified by the customer.

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Competition

Dimensions and Alexandra are among the largest companies in theOur UK corporate wear market with muchapparel group, through its Dimensions, Alexandra and Yaffy brands, provides workwear and uniforms to more UK employees than any of the competition consistingour corporate apparel competitors, which consist mostly of smaller companies that focus more on catalog business. The U.S. corporate wear market is more fragmented with several U.S. competitors being larger and having more resources than Twin Hill. We believe that the competitive factors in the corporate wear market are merchandise assortment, quality, price, customer

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service and delivery capabilities. We believe that our proven capability in the provision of corporate apparel programs to businesses and organizations of all sizes alongside our catalog and internet operations position us well with our existing customers and should enable us to continue to gain new catalog accounts and managed contracts.

ExpansionBusiness Strategy

Our expansionbusiness strategy includes:

•

the integration of Jos. A. Bank as well as achieving cost and revenue synergies;



•

opening more retail segment stores in new and existing markets,markets;



•

expanding our exclusive brand portfolio,portfolio;



•

continuing to diversify our merchandise mix,mix;



•

expanding our tuxedo rental business,



•

integrating digital technologiesbusiness; and



•

identifying potential acquisition opportunities.enhancing our omnichannel presence.

We have developed a thoughtful integration plan over the next three years as it relates to the Jos. A. Bank acquisition. By the end of fiscal 2016, we expect to achieve approximately $100 million in run-rate annual cost synergies, including savings on cost of goods sold, elimination of duplicative corporate expenses and advertising purchase leverage. Additionally, we expect to achieve revenue synergies and therefore are expecting up to $150 million of total run-rate annual synergies by the end of fiscal 2016.

We believe that we can increase the number of traditionalfull line Men's Wearhouse stores in the U.S. from 661 at the end of fiscal 2013current 698 to approximately 750 over the next severalfew years, with 32 to 36approximately 25 new stores planned for fiscal 2014.2015. We also believe that we canexpect to increase the number of Moores stores in Canada from the current 121123 to approximately 125 over the next few years, with three new stores planned forin fiscal 2014.2015. Store expansion will be in new and existing markets including single store markets and smaller stores in central business districts. We believe these additional stores will put us in closer proximity to a larger portion of our target customer base and will generate opportunities for incremental sales of our quality merchandise selection and tuxedo rentals. With respect to Jos. A. Bank, we committed to opening stores that were already in process at the time of the acquisition and will assess our future strategy for additional Jos. A. Bank stores in 2015.

By expanding our exclusive brand portfolio, we believe we will be able to expand our product offerings and increase our margins and increase profitability. We continue to evaluate acquisition of brands and trademarks, as well as the development of brands in-house. In 2012, we namedentered into a consulting agreement with Joseph Abboud pursuant to which he was named our Chief Creative Director and engaged to create exclusive brands and products for our customers. In addition, during fiscal 2013, we acquired JA Holding, the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. We believe this transaction will accelerate our strategy of offering exclusive brands with broad appeal at attractive prices. In late 2014, we launched a Joseph Abboud website and plan to open a Joseph Abboud flagship store in New York City in 2015.

We believe that additional growth opportunities also exist through continuing the diversification of our merchandise mix. As a result of recent trends in men's apparel that favor trimmer fitting product, we are increasinga significant portion of our offerings inmerchandise offering at Men's Wearhouse is slim fit. We will continue to feature these products in our stores and our marketing channels to target the younger customer as well as the other demographics that will be influenced by this trend.

We plan to continue to pursue growth in ourthe tuxedo rental business through the leveraging of tuxedo rental product in Jos. A. Bank stores and the use of our tuxedo rental website and two mobile phone applications for tuxedo rentals. We carry an exclusive "Black by Vera Wang" tuxedo that continues to have a positive influence on our rentals and we plan to introducehave introduced a Joseph Abboud® tuxedo.tuxedo that we believe will lead to

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additional growth for the tuxedo rental business. We believe that our tuxedo marketing initiatives, including our David's Bridal and TheKnot.com relationships, rental offerings, online website enhancements and continued emphasis on customer service, will enable us to continue to grow our tuxedo rentals in fiscal 2014.

Tablefuture years. In addition, we announced in-home wedding consultations beginning in 2015 to offer a new level of Contentsconvenience and personalized service for our customers.

Our future growth plans also include the integration of digital technologies to provide a sales experience that combines the advantages of our physical store with an information rich online shopping experience through our website and mobile applications. For example, at Men's Wearhouse and Jos. A. Bank stores, if the customer wants to purchase an item that is not available at the store our clothing consultants can order it through our websites to fulfill the customer's purchasing needs. We expect to leverage Jos. A. Bank's online success and expertise to accelerate this growth. Also, through our websites we are able to offer international shipping to over 100 countries. We plan to continue to make investments in technologies, business processes and personnel intended to deepen our customer relationships and increase our share of their closet. In late 2013, we also began offering international shipping to over 100 countries.

We also plan to evaluate potential opportunities for growth through acquisitions or other strategic investments.

In March 2013, we announced that we engaged Jefferies & Co. to assist us in evaluating strategic alternatives for our K&G operations. We believe that our core strengths lie primarily in our service culture and specialty men's apparel retailing, and that we will be better able to focus our efforts on these core operations by taking this action.

On March 11, 2014, we entered into an Agreement and Plan of Merger with Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank") pursuant to which we will acquire all of the issued and outstanding shares of common stock of Jos. A. Bank for $65.00 per share in cash, or total consideration of approximately $1.8 billion. Pursuant to the merger agreement, we amended our existing tender offer (as so amended, the "Offer") to acquire all of the issued and outstanding shares of common stock of Jos. A. Bank and, following the consummation of the Offer, and subject to the satisfaction or waiver of the conditions set forth in the merger agreement, Java Corp., our wholly owned subsidiary, will merge with and into Jos. A. Bank and Jos. A. Bank will survive as our wholly owned subsidiary. We believe that Jos. A. Bank's business model in conjunction with the Men's Wearhouse business model will create the opportunity for significant synergies. The transaction, which is expected to close by the third quarter of 2014, is subject to satisfaction of customary closing conditions, including, among others, there being validly tendered and not validly withdrawn prior to the expiration of the Offer that number of shares (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) which, when added to the shares we already own, represents at least a majority of the total number of outstanding shares on a fully diluted basis, and expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

Seasonality

Our sales and net earnings are subject to seasonal fluctuations. In most years, a greater portion of our net retail clothing sales have been generated during the fourth quarter of each year when holiday season shopping peaks. On the other hand, ourOur tuxedo rental revenues are heavily concentrated in the second and third quarters while the fourth quarter is considered the seasonal low point. In addition, Jos. A. Bank has historically experienced increased customer traffic during the holiday season and its increased marketing efforts during the holiday season have historically resulted in sales and net earnings generated in the fourth quarter, which are significantly larger as compared to the other three quarters. With respect to corporate apparel sales and operating results, seasonal fluctuations are not significant but customer decisions to rebrand or revise their corporate wear programs can cause significant variations in period results. Because of these fluctuations in our sales, results for any quarter are not necessarily indicative of the results that may be achieved for the full year (see Note 17 of Notes to Consolidated Financial Statements).year.

Trademarks and Servicemarks

We are the owner in the U.S. and selected other countries of the trademarks and service marks THE MEN'S WEARHOUSE®, and MW MEN'S WEARHOUSE and design®, and MEN'S WEARHOUSE® and of federal registrations therefor.thereof. Our rights in the MEN'S WEARHOUSE marks and its variations are a significant part of our business, as the marks have become well known through our use of the marks in connection with our retail and formalwear rental services and products (both in store and online) and our advertising campaigns. Accordingly, we intend to maintain our marks and the related registrations.

We are also the owner of various marks and trademark registrations in the U.S., Canada and the UKabroad under which our stores and corporate apparel business operate or which are used to label the products we sell or

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rent, including various Joseph Abboud®JOSEPH ABBOUD® and JOS. A. BANK® labels. We intend to maintain and protect our marks and the related registrations.

We have entered into license agreements with a limited number of parties under which we are entitled to usethe licensee for certain designer labels in return for, among other things, royalties paid to the licensor based on the costs of the relevant product. These license agreements generally limit the use of the individual label to products of a specific nature (such as men's suits, men's formalwear or men's shirts). We generally pay a royalty for the use of the label, based on cost for the relevant product. The labels licensed under these agreements will continue to be used in connection with a portion of the purchases under the direct sourcing program described above, as well as purchases from other vendors. We monitor the performance of these licensed labels compared to their cost and may elect to selectively terminate any license, as provided in the particular agreement. We also are the licensor of the JOSEPH ABBOUD® label for limited products in the U.S. and Canada, and for a broader range of products abroad.

Employees

At February 1, 2014,January 31, 2015, we had approximately 18,20026,100 employees, consisting of approximately 15,70023,500 in the U.S. and 2,5002,600 in foreign countries, of which approximately 13,30018,600 were full-time employees. Seasonality

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affects the number of part-time employees as well as the number of hours worked by full-time and part-time personnel.

At February 1, 2014,January 31, 2015, approximately 450650 of our employees at JA Holding belong tothe factory located in New Bedford, Massachusetts that manufactures our Joseph Abboud clothing are members of Unite Here, a New England based labor union. The current union contract expires in April 2016. Also, approximately 350 employees working in the Jos. A. Bank Hampstead, Maryland tailoring overflow shop and distribution centers are represented by the Mid-Atlantic Regional Joint Board, Local 806. Our collective bargaining agreement with the Mid-Atlantic Regional Joint Board, Local 806 is scheduled to expire at the end of April 2015 and we are currently engaged in negotiations to enter into a new collective bargaining agreement. Lastly, approximately 130 Jos. A. Bank sales associates in New York City and four surrounding New York counties are represented by Local 340, New York New Jersey Regional Joint Board, Workers United. Our most recent collective bargaining agreement covering these employees is scheduled to expire in April 2016.

We believe our relationship with our union and nonunion employees is good and we have no reason to believe that we will experience any interruption in our business upon the expiration of these collective bargaining agreements.

Available Information

Our website address is www.menswearhouse.com. No information contained on any of our websites is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Through the investor relations section of our website, we provide free access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the "SEC"). In addition, copies of the Company's annual reports will be made available, free of charge, upon written request. The public may read and copy any materials we file with or furnish to the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains the Company's filings and other information regarding issuers who file electronically with the SEC at www.sec.gov.

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ITEM 1A.    RISK FACTORS

We wish to caution you that there are risks and uncertainties that could affect our business. These risks and uncertainties include, but are not limited to, the risks described below and elsewhere in this report, particularly found in "Forward-Looking and Cautionary Statements." The following is not intended to be a complete discussion of all potential risks or uncertainties, as it is not possible to predict or identify all risk factors.

Our business is particularly sensitive to economic conditions and consumer confidence.

While economic conditions have improved in recent quarters, therecently, U.S., UK and global economic conditions remain volatile as high unemployment levels and overall economicpolitical conditions could negatively impact consumer confidence and the level of consumer discretionary spending. The continuation and/or recurrence of these market, political and economic conditions could intensify the adverse effect of such conditions on our revenues and operating results. Consumer confidence may also be adversely affected by national and international security concerns such as war, terrorism, public health events or natural disasters (or the threat of any of these).

We believe that these market conditions affect us more than other retailers because discretionary spending for items like men's tailored apparel tends to slow sooner and to recover later than that for other retail purchases. Accordingly, sales of our productsOur business may be adversely affected by a worsening of economic conditions, increases in consumer debt levels and applicable interest rates, uncertainties regarding future economic prospects or a decline in consumer confidence.confidence or credit availability. During an actual or perceived economic downturn, fewer customers may shop with us and those who do shop may limit the amounts of their purchases. As a result, we could be required to take significant markdowns and/or increase our marketing and promotional expenses in response to the lower than anticipated levels of demand for our products. In addition, promotional and/or prolonged periods of deep discount pricing by our competitors could have a material adverse effect on our business. Also, as a result of adverse market, political or economic conditions, customers may delay or postpone indefinitely roll-outs of new corporate wear programs, which could have a material adverse effect on our corporate apparel segment.

Our ability to continue to expand our core Men's Wearhouse stores may be limited.

A large part of our growth has resulted from the addition of new Men's Wearhouse stores and the increased sales volume and profitability provided by these stores. In addition, the recent acquisition of Jos. A. Bank significantly increased the total number of retail stores we operate. As of January 31, 2015, we operate 698 Men's Wearhouse stores, 636 Jos. A. Bank stores, 123 Moores stores, and 91 K&G stores. We will continue to depend on adding new stores to increase our sales volume and profitability. As of February 1, 2014, we operate 661 Men's Wearhouse stores. However,profitability; however, we believe that our ability to increase the number of Men's Wearhousenew stores in the U.S. beyond approximately 750and Canada may be limited. Therefore, we may not be able to achieve the same rate of growth as we have historically.

In addition, our ability to open new stores will depend on our ability to obtain suitable locations, negotiate acceptable lease terms, hire qualified personnel and open and operate new stores on a timely and profitable basis. Continued expansion will place increasing demands on our operational, managerial and administrative resources. These increased demands could cause us to operate our business less effectively and in turn, could adversely affect our financial performance and results of operations. Further, the results achieved by our existing stores may not be indicative of the performance or market acceptance of stores in other locations and the opening of new stores in existing markets may adversely affect sales and profits of established stores in those same markets.

Certain of our expansion strategies may present greater risks.

We are continuously assessing opportunities to expand store concepts such as outlet stores, and complementary products and services related to our traditionalcore business, such as corporate apparel and uniform sales. We may expend both capital and personnel resources on such business opportunities which may or may not be successful. Additionally, any new concept is subject to certain risks, including customer acceptance, competition, product differentiation and the ability to obtain suitable sites for such concepts. There can be no assurancesites. We cannot assure you that we will be able to

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develop and grow new concepts to a point where they will become profitable or generate positive cash flow.

We may not realize the anticipated benefits of the acquisition of Jos A. Bank, which could adversely impact our business and our operating results.

We intend to continue the operations of Jos. A. Bank as a separate, stand-alone brand; however, we have devoted and will continue to devote significant managerial attention and resources into the integration of Jos. A. Bank. While we believe that we have sufficient resources to accomplish the integration successfully, there are a number of significant risks involved. We cannot assure you that:

•

the anticipated benefits of the acquisition, including cost savings and synergies, will be fully realized in the anticipated time frame, or at all;



•

the costs incurred or the technical difficulties related to the integration of Jos. A. Bank's business and operations into ours will not be greater than expected;



•

unanticipated costs, charges and expenses will not result from the acquisition and integration;



•

litigation relating to the acquisition will not be filed;



•

we will be able to retain key personnel or labor issues will not arise; and



•

the acquisition and integration will not cause disruption to our business, operations and relationships with our customers, employees, suppliers and other important third parties.

If we are unable to integrate Jos. A. Bank and manage the integration process successfully, or to achieve a substantial portion of the anticipated benefits of the acquisition within the time frame anticipated by management, it could have a material adverse effect on our business, financial condition or results of operations.

Any future acquisitions that we may undertake could be difficult to integrate, disrupt our business, dilute shareholder value and harm our operating results.

In the event we complete one or more new acquisitions, we may be subject to a variety of risks, including risks associated with an ability to integrate acquired assets, systems or operations into our existing operations, diversion of management's attention from core operational matters, higher costs, or unexpected difficulties or problems with acquired assets or entities, outdated or incompatible technologies, labor difficulties or an inability to

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realize anticipated synergies and efficiencies, whether within anticipated time frames or at all. If one or more of these risks are realized, it could have an adverse impact on our financial condition and operating results.

Our business is seasonal.

In most years, a greater portion of our net retail clothing sales have been generated during the fourth quarter of each year when holiday season shopping peaks. In addition,Our business is subject to seasonal fluctuations. For example, our tuxedo rental revenues are heavily concentrated in the second and third quarters while the fourth quarter is considered the seasonal low point. In addition, Jos. A. Bank has historically experienced increased customer traffic during the holiday season and its increased marketing efforts during the holiday season have historically resulted in sales and net earnings generated in the fourth quarter, which are significantly larger as compared to the other three quarters. Any factors negatively affecting us during these peak quarters,periods, including inclement weather or unfavorable economic conditions, could have a significant adverse effect on our revenues and operating results. With respect to our corporate apparel sales, seasonal fluctuations are not significant but customer decisions to rebrand, revise or delay their corporate wear programs can cause significant variations in quarterly results. Because of the seasonality of our sales, results for any quarter are not necessarily indicative of the results that may be achieved for the full year.

The lossTable of or disruption in, our Houston distribution center could result in delays in the delivery of merchandise to our stores.Contents

All retail apparel merchandise for Men's Wearhouse stores and a portion of the merchandise for K&G stores is received into our Houston distribution center, where the inventory is then processed, sorted and either placed in back-stock or shipped to our stores. We depend in large part on the orderly operation of this receiving and distribution process, which depends, in turn, on adherence to shipping schedules and effective management of the distribution center. Events, such as disruptions in operations due to fire or other catastrophic events, employee matters or shipping problems, may result in delays in the delivery of merchandise to our stores. For example, given our proximity to the Texas gulf coast, it is possible that a hurricane or tropical storm could cause damage to the distribution center, result in extended power outages or flood roadways into and around the distribution center, any of which would disrupt or delay deliveries to the distribution center and to our stores.

Although we maintain business interruption and property insurance, we cannot assure that our insurance will be sufficient, or that insurance proceeds will be paid timely to us, in the event our Houston distribution center is shut down for any reason or if we incur higher costs and longer lead times in connection with a disruption at our distribution center.

Comparable sales may continue to fluctuate on a regular basis.

Our comparable sales have fluctuated significantly in the past on both an annual and quarterly basis and are expected to continue to fluctuate in the future. We believe that a variety of factors affect comparable sales results including, but not limited to, consumer confidence and the level of consumer discretionary spending, changes in economic conditions and consumer disposable income, spending patterns and debt levels, consumer credit availability, weather conditions, the timing of certain holiday seasons, the number and timing of new store openings, changes in the popularity of a retail center, the timing and level of promotional pricing or markdowns, store closingclosings, relocations and remodels, changes in fashion trends and our merchandise mix or other competitive factors. Comparable sales fluctuations may impact our ability to leverage our fixed direct expenses, including store rent and store asset depreciation, which may adversely affect our financial condition or results of operations.

The loss of, or disruption in, our distribution centers could result in delays in the delivery of merchandise to our stores.

All retail apparel merchandise for Men's Wearhouse stores is received into our Houston distribution center, where the inventory is then processed, sorted and either placed in back-stock or shipped to our stores. In the majority of our larger markets, we also have separate hub facilities or space within certain Men's Wearhouse stores used as redistribution facilities for their respective geographical areas. Our tuxedo rental product is also stored in our Houston distribution center and, to a lesser extent, in five additional distribution facilities located in the U.S. and one in Canada. Merchandise for Jos. A. Bank is received and distributed from our distribution centers in Hampstead and Eldersburg, Maryland, while most merchandise for Moores is distributed from our distribution center in Montreal, Quebec. The majority of merchandise for our K&G stores is direct shipped by vendors to the stores while the remainder is transported from our Houston distribution center. All corporate apparel merchandise is received into our distribution facilities located in Houston or California for our U.S. operations and Long Eaton for our UK operations.

We depend in large part on the orderly operation of this receiving and distribution process, which depends, in turn, on adherence to shipping schedules, proper functioning of our IT and inventory control systems and overall effective management of the distribution centers. Events, such as disruptions in operations due to fire or other catastrophic events, software malfunctions, employee matters or shipping problems, may result in delays in the delivery of merchandise to our stores. For example, given our proximity to the Texas gulf coast, it is possible that a hurricane or tropical storm could damage the Houston distribution center, result in extended power outages or flood roadways into and around the distribution center, any of which would disrupt or delay deliveries to the distribution center and to our stores.

Although we maintain business interruption and property insurance, we cannot assure you that our insurance will be sufficient, or that insurance proceeds will be paid timely to us, in the event any of our distribution centers are damaged or shut down for any reason, or if we incur higher costs and longer lead times in connection with a disruption at one or more of our distribution centers.

We may be negatively impacted by competition and pricing pressures from other companies who compete with us.competition.

Both the men's retail and the corporate apparel industries are highly competitive with numerous participants. We compete with traditional department stores, specialty men's clothing stores, online retailers, online tuxedo rental providers, off-price retailers, manufacturer-owned and independently-owned outlet stores and their e-commerce channels, independently owned tuxedo rental stores and other corporate apparel providers. We face a varietyIn addition, some of competitive challenges including anticipatingour primary competitors sell their products in stores that are located in the same shopping malls or retail centers as our stores, which results in competition for favorable site locations and responding to changing consumer demands, maintaining favorable brand recognition, effectively marketing to consumerslease terms in diversethese shopping malls and retail centers.

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demographic markets,We believe our overall product mix makes our business less vulnerable to changes in merchandise trends than many fashion-forward and specialty apparel retailers; however, our sales and profitability depend upon our continued ability to effectively manage a variety of competitive challenges, including:

•

anticipating and quickly responding to changing trends and consumer demands;



•

maintaining favorable brand recognition and effectively marketing our products to consumers in several diverse market segments;



•

developing innovative, high-quality new products and/or product and brand extensions in sizes, colors and styles that appeal to consumers of varying age groups and tastes;



•

competitively pricing our products and providing superior service and value to our customers;



•

countering the aggressive promotional or other pricing activities of many of our competitors. We may not be able to compete successfully in the future without negatively impacting our operating resultscompetitors; and business.

Our stock price has been and may continue to be volatile due to many factors.

The market price of our common stock has fluctuated in the past and may change rapidly in the future depending on news announcements and changes in general market conditions. The following factors, among others, may cause significant fluctuations in our stock price:

•

actual or forward-looking quarterly or annual results of operations,



•

comparable sales announcements,

providing strong and effective marketing support.

•

potential

Increased competition or completed acquisitionsour failure to meet these competitive challenges could result in price reductions, increased marketing expenditures and divestitures,



•

competitive developments,



•

litigation affecting the Company, or



•

loss of market views as to the prospectsshare, any of the economy or the retail industry generally.