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For information on store closings and openings, 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 1617 to our consolidated financial statements both included in this Annual Report on Form 10-K.

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Retail Segment

Overview

In our retail segment, we offer our products and services primarily through our four retail merchandising brands—Men's Wearhouse/Men's Wearhouse and Tux, Jos. A. Bank, Moores and K&G—and the internet at www.menswearhouse.com, www.josbank.com, and www.josephabboud.com. Our stores are located throughout the U.S., Puerto Rico, and CanadaCanada. Men's Wearhouse, Moores and carryK&G each operate as a house of brands carrying a wide selection of exclusive and non-exclusive merchandise brands. Jos. A. Bank is a branded house whose merchandise is sold substantially under the exclusive Jos. A. Bank label. MW Cleaners is also included in the retail segment as these operations have not had a significant effect on our revenues or expenses. Also, as a result of our acquisition of JA Holding, we operate a factory located in New Bedford, Massachusetts that manufactures quality U.S. made tailored clothing under the Joseph Abboud label including designer suits, tuxedos, sport coats and slacks which we sell in our Men's Wearhouse stores and at www.josephabboud.com.

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,well as our concentration in men's attire causes our sales to be impacted by macroeconomic trends, particularly unemployment levels and consumer confidence.Joseph Abboud flagship store.

Men's Wearhouse/Men's Wearhouse and Tux

The Men's Wearhouse targets 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.

Although basic styles are emphasized, each season's merchandise reflects current fit, fabric and color trends. The inventory mix at our Men's Wearhouse stores includes business, business casual, casual and formal merchandise designed to meet the demand of our customers. The broad merchandise selection creates increased sales opportunities by permitting a customer to purchase substantially all of his wardrobe and accessory requirements, including shoes, at our retail apparel stores. Also, at Men's Wearhouse stores, we offer our customers the ability to purchase a custom-made Joseph Abboud suit which can be produced in approximately three weeks and is unique to each customer's specifications. Based on our experience, we believe that the depth of selection offered provides us with an advantage over most of our competitors.

We also offer a full selection of tuxedo rental product. We believe our tuxedo rental programproduct broadens our customer base by drawing first-time and younger customers into our stores;stores and accordingly, our offering includes an expanded merchandise assortment including dress and casual apparel targeted toward the younger customer.

On June 10, 2015, we entered into a 10-year agreement with Macy's, Inc. to operate men's tuxedo rental shops inside 300 Macy's department stores. As of January 30, 2016, we operated 12 tuxedo shops within Macy's stores under the name "The Tuxedo Shop @ Macy's." We have refined our Tuxedo Shop @ Macy's rollout schedule and now plan to open 166 stores in 2016 with the balance of 122 stores to be opened in 2017. In addition, we will collaborate with Macy's to develop an online tuxedo rental shop. Throughout this Annual Report on Form 10-K, the term "shops within Macy's stores" is used to describe our business operations with Macy's.

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At January 31, 2015,30, 2016, we operated 698713 Men's Wearhouse retail apparel stores (including nine outlet stores) in 50 states, the District of Columbia and Puerto Rico. These stores are referred to as "Men's Wearhouse stores" or "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 or in freestanding buildings as we believe that men prefer direct and easy store access that enables our customers to park near the entrance of the store.

At January 31, 2015,30, 2016, we also operated another 210160 stores in 3332 states branded as Men's Wearhouse and Tux. These stores are referred to as "rental stores" and offer a full selection of tuxedo rental product and a limited selection of retail merchandise and are located primarily in regional malls and lifestyle centers. During fiscal 2014,2015, we closed 3850 Men's Wearhouse and Tux stores as we continued to experience a consumer driven shifting of rental revenues from the rental stores to our full line stores located one mile or less in proximity.close proximity to the rental stores. Also, many of our Men's Wearhouse and Tux stores are in the same retail centers in which we plan to operate our shops within Macy's stores. Therefore, as a result of both the shifting of rental revenues to our full line stores and our agreement with Macy's, we expect to close between 100 and 110 Men's Wearhouse and Tux stores in fiscal 2016.

Jos. A. Bank

Jos. A. Bank targets the male career professional (35consumer (25 to 5955 years old) emphasizing high quality tailored and business casual clothing and accessories, substantially all of which is sold under theour 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. Our merchandising strategy is focused on classic styling with attention to detail in quality materials and workmanship. We also offer tuxedo rentalsrental product at all of our Jos. A. Bank stores. On September 3, 2014, we announcedWe believe our rental product provides the early termination of an agreement

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between Jos. A. Bankopportunity to broaden our customer base by drawing first-time and Jim's Formal Wear, effective December 31, 2014, which allowed us to leverageyounger customers into our existing tuxedo rental inventory to serve the Jos. A. Bank tuxedo operations.stores.

At January 31, 2015,30, 2016, we operated 636625 Jos. A. Bank retail apparel stores (including 53 outlet49 factory stores) in 4443 states and the District of Columbia. Jos. A. Bank stores are primarily located in fashion-oriented, specialty retail centers. In addition, as of January 31, 2015,30, 2016, there are 1514 franchise stores. In March 2016, we announced a store rationalization program, which identified approximately 80 to 90 Jos. A. Bank full line and 49 Jos. A. Bank factory stores to be closed in fiscal 2016. See "Business Strategy" for additional information on the performance of our Jos. A. Bank brand in 2015 and strategic initiatives for 2016 and beyond.

Moores

Moores is onetargets the male consumer (25 to 55 years old) by providing a superior level of Canada's leading specialty retailers of men's apparel. Similar to the Men's Wearhouse stores, Moores stores offercustomer service and offering 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. Similar to our Men's Wearhouse stores, we offer our customers the ability to purchase a custom-made Joseph Abboud suit which can be produced in approximately three weeks and is unique to each customer's specifications.

We also offer tuxedo rentalsrental product 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.

At January 31, 2015,30, 2016, we operated 123124 retail apparel stores in ten Canadian provinces. Moores stores are primarily located in regional strip and specialty retail shopping centers.

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K&G

K&G stores offer a more value-oriented superstore approach that we believe appeals to the more price sensitiveprice-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 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'women's career apparel in a wide range of sizes including "Big and Tall" and "Women's plus sizes" as well as 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".apparel. 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.

At January 31, 2015,30, 2016, we operated 9189 K&G stores in 27 states, 8382 of which also offer ladies'women's career apparel, sportswear, accessories and shoes and children's apparel. K&G stores are "destination" stores located primarily in second generation strip shopping centers that are easily accessible from major highways and thoroughfares.

During

Business Strategy

Our near-term business strategy includes:

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reengineering the Jos. A. Bank brand to a long-term, sustainable profit model;



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enhancing our omni-channel capabilities;



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rationalizing our corporate expense structure;



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rationalizing our store fleet;



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expanding our portfolio of exclusive brands; and



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broadening the reach of our rental product business.

Reengineering the Jos. A. Bank Brand to a Long-Term, Sustainable Profit Model

The underlying rationale of our acquisition of Jos. A. Bank on June 18, 2014 was our desire to increase our market share and capture operational efficiencies. The overlap between the Jos. A. Bank customer base and the Men's Wearhouse customer base is minimal and as a result, we believed and still believe that Jos. A. Bank would be complementary and incremental to our existing portfolio of brands.

Upon closing the acquisition, we focused on (a) integrating the people, processes and systems, including point-of-sale, merchandising, and back office, (b) realizing significant cost synergies, (c) introducing new, updated and expanded assortments in the Jos. A. Bank stores, (d) making changes to the Jos. A. Bank promotional and brand building strategies, and (e) identifying and implementing new revenue growth initiatives, including the expansion of rental product into all Jos. A. Bank stores.

While we have had success in many of these initiatives, we have been challenged in retaining and growing revenue at Jos. A. Bank. After we completed the integration, we were able to develop a better understanding of the Jos. A. Bank business and promotional model. As our reviewunderstanding of strategic alternativesthe Jos. A. Bank business grew, we concluded that the historical promotional pricing model at Jos. A. Bank had been delivering diminishing returns over time, and we realized that attaining satisfactory profitable revenue synergies was going to require eliminating the most excessive promotional offers.

During the latter half of 2015, the effectiveness of the existing Jos. A. Bank promotional model began to deteriorate quicker than we anticipated. As a result, we made the decision to accelerate the transition away from the harmful promotional cadence by removing the most excessive offers (the Buy-One-Get-Three or more Free events), and began seeking sustainable volume and margin growth.

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While we expected some top-line volatility as we changed the promotional model, we did not anticipate that the impact on top-line sales from the traffic decline would occur to the degree it did. As a result of the steep decline in Jos. A. Bank's sales and the significant decline in our market capitalization, we recorded $1.24 billion of goodwill and intangible asset impairment charges related to Jos. A. Bank in fiscal 2015. We remain confident that Jos. A. Bank offers a longer-term opportunity to profitably grow market share in the menswear business and the Jos. A. Bank brand is a key part of our overall business strategy.

Despite these results, we continue to believe that transitioning away from the unsustainable promotional strategy we inherited from Jos. A. Bank and the introduction of our new promotional strategy will provide a foundation for long-term profitability at the Jos. A. Bank brand. We have introduced new promotional offers that do not require excessive quantity purchases and are better aligned with how our customers have told us they prefer to shop. Our customer research indicates that while our existing customers appreciate our quality and value, many dislike being forced to buy in quantity and many of our prospective Jos. A. Bank customers found our promotional offers confusing and caused them to question the quality of our products. We launched new branding messaging that speaks to a quality promise and introduced a new 1905 collection targeting a younger customer. In addition, we introduced a loyalty program that rewards our customers and encourages more frequent purchases. Along with the changes to our marketing strategies, we introduced new selling techniques and a new store compensation program that aligned incentives with the improved selling behaviors.

As we focus on reengineering the Jos. A. Bank brand to a long-term sustainable profit model, we announced additional changes in 2016 as described below:

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we are realigning our organization to support a greater focus on brand management;



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we are enhancing our data sciences team and continuing to invest in customer research to identify additional opportunities to strengthen and grow the Jos. A. Bank brand;



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we are redesigning our website and refining our marketing strategy to attract new customers and provide existing customers with more reasons to shop at Jos. A. Bank; and



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we are launching a new Jos. A. Bank premium collection brand, called Reserve, designed by Joseph Abboud.

Enhancing Our Omni-channel Capabilities

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 a 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. In addition, during 2015, we launched our ship from store initiative which further enhanced our customer's online shopping experience. 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.

Rationalizing Our Corporate Expense Structure

In March 2016, we announced an extensive profit improvement program that we believe will reduce our expenses by approximately $50 million in fiscal 2016. This program includes reduced distribution costs, cost reductions in our organizational structure, payroll and employee benefit reductions and savings in occupancy and goods-not-for-resale. We estimate the cash costs to complete the profit improvement program and store rationalization program, described below, to be between $45 and $60 million for 2016.

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Rationalizing Our Store Fleet

In March 2016, we announced a store rationalization program in which we plan to close around approximately 250 stores during fiscal 2016. The store closures fall into three categories. First, we expect to close around 80 to 90 full line Jos. A. Bank stores, which we believe have limited potential for meaningful profit improvement. Second, we will close all Jos. A. Bank (49) and Men's Wearhouse (9) outlet stores. We have determined that outlet stores, which collectively were not profitable, are not sufficiently differentiated enough from our core offerings and have not resonated with our customers. Lastly, we plan to close between 100 and 110 MW Tux stores. These closings are a continuation of our strategy of migrating rental revenue to full line stores and reflective of our rollout of shops within Macy's stores. We believe that this store rationalization program is important to our long-term profitability as it will eliminate underperforming stores and re-balance the store fleet and cost structure.

Expanding Our Portfolio of Exclusive Brands

We believe that expanding the number of exclusive brands that we carry will increase our margins and profitability. We continue to evaluate the acquisition of brands and trademarks, as well as the development of brands in-house. 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 accelerated our strategy of offering exclusive brands with broad appeal at attractive prices. In addition, we have 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 K&G operations. As partcustomers. We launched a Joseph Abboud website in late 2014 and opened a Joseph Abboud flagship store in New York City in 2015. In 2015, we launched an exclusive designer men's clothing line through a partnership with Kenneth Cole, under the "Awearness Kenneth Cole" label. The collection includes ties, dress shirts, suits, sport coats and dress pants in slim fits.

Broadening the Reach of Our Rental Product Business

We plan to broaden the reach of our rental product business primarily through the opening of the review, we considered offers to acquireshops within Macy's stores, growing the K&Grental product business noneat Jos. A. Bank stores and through the use of which were acceptable.our website for rentals. We concludedbelieve that continuing to operate K&G as a wholly-owned subsidiaryour tuxedo marketing initiatives, including our shops within Macy's stores and our David's Bridal and TheKnot.com relationships, rental offerings, online website enhancements and continued emphasis on customer service are key aspects of the Company and part of the Company's overall portfolio will provide the most value to our shareholders.rental product business strategy.

Customer Service and Marketing

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. ConsultantsWardrobe 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.

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 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.

Substantially all of our retail apparel stores provide on-siteoffer 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. In addition, Jos. A. Bank utilizes Company-owned regional tailor shops, which receive

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merchandise from stores to perform tailoring services and return the merchandise to the selling store for customer pickup.

We offer our "Perfect Fit" loyalty program to our Men's Wearhouse, Men's Wearhouse and Tux and Moores customers. In October 2015, we launched the "Bank Account" loyalty program for Jos. A. Bank customers, which offers the same benefits and operates in the same manner as the "Perfect Fit" loyalty program. Under the loyalty programs, 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 our stores or online. All customers who register for our loyalty programs are eligible to participate and earn points for purchases. A majority of the sales transactions at our Men's Wearhouse, Men's Wearhouse and Tux and Moores stores were to customers who participated in the loyalty program for fiscal 2015. We believe that the loyalty programs facilitate our ability to cultivate long-term relationships with our customers.

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 the positive attributes of our various brands with our existing customer base. In addition, for Jos. A. Bank, we occasionally distribute a catalog to communicate the Jos. A. Bank image, to provide customers with fashion guidance in coordinating outfits and 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. Additionally, 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 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 83% of sales transactions at our Men's Wearhouse, Men's Wearhouse and Tux and Moores stores were to customers who participatedtraffic in the loyalty program for fiscal 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 wardrobe and accessory requirements, including shoes, at our retail apparel stores.

The inventory mix at our Men's Wearhouse and Moores stores includes business, business casual, casual and formal merchandise designed to meet the demand of our customers. This 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 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 is unique to each customer's specifications. Based on our experience and expertise, we believe that the depth 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 accessories focused on a classic look including formal, business, business casual, sportswear and golf apparel, substantially all of which is sold 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 attention to detail in quality materials and workmanship.sales channels.

Our promotional pricing strategy for Men's Wearhouse and Moores utilizes a variety of pricing techniques such as "buy one get one free" 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 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.

For the Men's Wearhouse, Jos. A. Bank and Moores brands, our vertical direct sourcing model with third-party vendors covers design, product development, manufacturing, testing, quality control, and all necessary logistics required to get merchandise from the factory to the sales floor. We purchase merchandise and rental product from a broad vendor base and do not believe that the loss of any vendor would cause a significant negative impact to us. 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 most 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, asJos. A. Bank uses buying agents to source a resultsignificant portion of our acquisition of JA Holding, we also operate a factoryJos. A. Bank products from various companies located in New Bedford, Massachusetts that manufactures quality, made in America, tailored clothing including designer suits, tuxedos, sport coatsor near Asia. In fiscal 2015, two buying agents sourced, respectively, approximately 45% and slacks which we sell in our Men's Wearhouse stores. We also sell similar merchandise in our Moores stores, which is produced by a third party in Canada, not JA Holding.6% of Jos. A. Bank total product purchases.

In fiscal year 2014, Men's Wearhouse/Men's Wearhouse and Tux, Moores and K&G2015, our retail brands sourced approximately 62%60% of direct sourced merchandise from Asia (34%(36% from China and Indonesia)China) while 12%13% was sourced in Mexico, 7% in the U.S., 12% in Mexico, and 19%15% was sourced in Europe and other regions. AllSubstantially 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.dollars. All direct sourcing vendors are expected to adhere to our compliance program.Supplier Code of Conduct. To oversee compliance, we have a direct sourcing compliance department and we also use the services of an outside audit company to conduct frequentregular vendor audits.

Currently, Jos. A. Bank merchandise is designed throughIn addition, we operate a factory located in New Bedford, Massachusetts that manufactures quality U.S. made tailored clothing under the coordinated efforts ofJoseph Abboud label, including designer suits, tuxedos, sport coats and slacks which we sell in our merchandising and planning staff, working in conjunction with suppliers, manufacturers, trading companies and buying agents around the world. Similar to Men's Wearhouse andstores as well as our Joseph Abboud flagship store. We also sell Joseph Abboud branded product in our Moores Jos. A. Bank transacts substantially all business onstores, which is produced by 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. Bankthird party in Canada.

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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/Men's Wearhouse and Tux stores is received into our distribution centercenters located in Houston, Texas, where it is either placed in back-stock or allocated to and picked bya store for shipping. In the majority of our larger markets, we also have separate hub distribution facilities or space within certain Men's Wearhouse stores used as redistribution facilities for their respective areas. Merchandise for Jos. A. Bank is received and distributed to stores from our distribution centers in Hampstead and Eldersburg, Maryland, while most purchased merchandise for Moores 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 ourvia a third-party logistics firm. In 2016, we expect to transition to a regional 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.Maryland as well as the hub facilities described above.

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/Men's Wearhouse and Tux, Moores and as of January 1, 2015, Jos. A. Bank stores.

All retail merchandise and new tuxedo rental product 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.vehicles. This dedicated fleet is also used to transport product from our Houston distribution centercenters 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

We compete against a broad spectrum of other men's clothing stores. Our primary competitors include traditional department stores, other 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, and independently owned tuxedo rental stores. We believe that the principal competitive factors in the menswear market are merchandise assortment, quality, price,value, garment fit, merchandise presentation, store location and customer service, including on-site tailoring.

We believe that strong vendor relationships, our direct sourcing programmerchandise offerings, including exclusive brands, and our buying volumes and patterns are the principal factors enablingemphasis on customer service distinguish us to obtain quality merchandise at attractive prices.from other retailers. 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.

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.UK and Europe, provides corporate clothing uniforms and workwear to workforces. We offer our corporate apparel clothing

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products through multiple channels including managed corporate accounts, catalogs and the internet at www.twinhill.com, 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,manufacturing, product roll-outs and ongoing stock replacement and replenishment.

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Customer Service and Marketing

Our customer base includes companies and organizations in the airline, 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, hospitalitySector characteristics and leisure. Sector characteristicseconomics 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 overapproximately 30 managed accounts with an average account size greater than 15,000 wearers. In addition, in fiscal 2015, we were awarded the uniform business for American Airlines, the largest managed contract we have obtained. The rollout of the American Airlines uniform program will occur in fiscal 2016. 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 2014,2015, no one customer accounted for 10% or more of our total corporate apparel net sales and we do not believe that the loss of any customer would significantly impact us.

Our catalogs are distributed electronically, via mail and by sales representatives.representatives to current and potential customers. The catalogs offer a full range of our products and offer further branding or embellishment of most products ordered. Catalog orders can be placed via phone, mail, fax or direct contact with our sales 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-wearinglong-

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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 2014,2015, approximately 55%60% of our corporate wear product purchases was sourced in Asia (primarily China, Bangladesh, Indonesia, Pakistan, Bangladesh,and Sri Lanka and Indonesia)Lanka) while approximately 45%40% 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.

To oversee compliance with our Supplier Code of Conduct, we use internal resources as well as third party companies to audit the factories producing our garments. We strive to work collaboratively with our suppliers to positively influence them to embed compliance into their daily operations.

Corporate apparel merchandise is received into our distribution facilities located in Long Eaton and Glasgow 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.

Competition

Our UK corporate apparel group through its Dimensions, Alexandra and Yaffy brands, provides workwear and uniforms to more UK employees than any of our corporate apparel competitors, which consist mostly of 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.

Business Strategy

Our business strategy includes:

•

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



•

opening retail stores in new and existing markets;



•

expanding our exclusive brand portfolio;



•

continuing to diversify our merchandise mix;



•

expanding our tuxedo rental business; and



•

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 full line Men's Wearhouse stores in the U.S. from the current 698 to approximately 750 over the next few years, with approximately 25 new stores planned for fiscal 2015. We also expect to increase the number of Moores stores in Canada from the current 123 to approximately 125 stores in fiscal 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 profitability. We continue to evaluate acquisition of brands and trademarks, as well as the development of brands in-house. In 2012, we entered 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, a significant portion of our merchandise 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 the tuxedo rental business through the leveraging of tuxedo rental product in Jos. A. Bank stores and the use of our tuxedo rental website and 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 have introduced a Joseph Abboud® 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 future years. In addition, we announced in-home wedding consultations beginning in 2015 to offer a new level of convenience 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.

Seasonality

Our sales and net earnings are subject to seasonal fluctuations. Our tuxedo rental revenues are heavily concentrated in the second and third quarters (prom and wedding season) 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. This trend did not occur in the fourth quarter of 2015 as a result of our decision to change the brand's promotional cadence. We currently expect this trend to resume in the future. With respect to corporate apparel sales and operating results, seasonal fluctuations are not significant but the acquisition of new customers or existing 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.

Trademarks and ServicemarksService Marks

We are the owner in the U.S. and selected other countries of the trademarks and service marks MEN'S WEARHOUSE®, andWEARHOUSE, MW MEN'S WEARHOUSE (and design), JOS. A. BANK, and design®,JOSEPH ABBOUD and of U.S. federal and foreign registrations thereof. Our rights in the MEN'S WEARHOUSE and JOS. A. BANK marks and itstheir respective 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. We are also the owner of various marks and trademark registrations in the U.S., Canada and abroad under which our stores and corporate apparel business operate or which are used to label the products we sell or rent, including various JOSEPH ABBOUD® and JOS. A. BANK® labels.rent. We intend to maintain and protect our marks and the related registrations.

We also license the JOSEPH ABBOUD brand to certain third parties for limited products in the U.S. and Canada, and for a broader range of products abroad.

We are the licensee for certain designer labels on 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.product or a percentage of related sales. 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 January 31, 2015,30, 2016, we had approximately 26,10024,500 employees, consisting of approximately 23,50021,900 in the U.S. and 2,600 in foreign countries, of which approximately 18,60018,000 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 January 31, 2015,30, 2016, approximately 650700 of our employees at the 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 2016.2016 and we are currently engaged in negotiations to enter into a new union contract. Also, approximately 350290 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 agreementcontract with the Mid-Atlantic Regional Joint Board, Local 806 is scheduled to expire at the end of April 2015 and we are currently engagedexpires in negotiations to enter into a new collective bargaining agreement.February 2017. Lastly, approximately 130120 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

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employees is scheduled to expire in April 2016.2016 and we are currently engaged in negotiations to enter into a new collective bargaining agreement.

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.www.tailoredbrands.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 SEC maintains a website that contains the Company's filings and other information regarding issuers who file electronically with the SEC at www.sec.gov.

Effective January 31, 2016, Tailored Brands became the successor reporting company to Men's Wearhouse, pursuant to the Reorganization. Men's Wearhouse began operations in 1973 as a partnership and was incorporated as Men's Wearhouse 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.

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ITEM 1A.    RISK FACTORS

We wish to caution you that there are many risks and uncertainties that could adversely 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. Unknown or unidentified additional risks and uncertainties could also adversely affect our business. In addition, the risks described below are not listed in order of the likelihood that the risk might occur or the severity of the impact if the risk should occur.

Risks Associated with our Business Strategy

As noted on page 6, our overall business strategy is focused on several initiatives. If we cannot successfully execute our business strategy, our consolidated financial condition, results of operations and cash flows could be materially adversely impacted. There are numerous risks associated with this strategy including, but not limited to, the following:

Our strategy related to the Jos. A. Bank brand may negatively impact our short-term and long-term profitability.

Reengineering the Jos. A. Bank brand to a long-term, sustainable profit model is a key part of our business strategy. There can be no assurance that strategic initiatives being implemented at Jos. A. Bank will favorably impact the Jos. A. Bank's operations or will be successfully executed or executed in the time period projected. Any failure to successfully and timely implement these initiatives can be expected to negatively impact Jos. A. Bank's sales and profitability.

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

We have devoted and will continue to devote significant managerial attention and resources into the operations of Jos. A. Bank. While we believe that we have sufficient resources to realize the benefits of the acquisition, there are a number of significant risks involved. There can be no assurance that:

•

the anticipated benefits of the acquisition, including cost savings and synergies, will be fully realized;



•

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



•

litigation relating to the acquisition will not be filed;



•

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



•

the acquisition 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 achieve a substantial portion of the anticipated benefits of the acquisition, it could have a material adverse effect on our sales and profitability.

We may not realize the benefits of our profit improvement and store rationalization programs.

In March 2016, we announced profit improvement and store rationalization programs. The estimated costs and benefits associated with these programs are preliminary and may vary materially based on various factors including: the timing in execution of the programs, outcome of negotiations with landlords and other third parties, inventory levels, and changes in management's assumptions and projections. As a result of these events and circumstances, delays and unexpected costs may occur, which could result in our not realizing all, or any, of the anticipated benefits of these programs.

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Our success depends, in part, on our ability to meet the changing preferences of our customers and manage merchandise lead times.

We believe that men's attire is characterized by infrequent and more predictable fashion changes. Our success, however, is dependent in part upon our ability to gauge the tastes of our customers and to provide merchandise that satisfies customer demand in a timely manner. As our business is seasonal, we must purchase and carry a significant amount of inventory prior to peak selling seasons.

We issue purchase orders for the purchase and manufacture of merchandise well in advance of the applicable selling season. As a result, we are vulnerable to demand and pricing shifts. In addition, lead times for many of our purchases are lengthy, which may make it more difficult for us to respond quickly to new or changing merchandise trends or consumer acceptance of our products. As a result, there could be a material adverse effect on our business, financial condition and results of operations.

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 promotional or other pricing activities of our competitors; and



•

providing strong and effective marketing support.

Increased competition or our failure to meet these competitive challenges could result in price reductions, increased marketing expenditures and loss of market share, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our investments in omni-channel initiatives may not deliver the results we anticipate.

One of our strategic priorities is to further develop an omni-channel shopping experience for our customers through the integration of our store and digital shopping channels. We continue to explore additional ways to develop an omni-channel shopping experience, including further digital integration and customer personalization. These initiatives involve significant investments in information technology systems. If the implementation of our omni-channel initiatives is not successful, or we do not realize the return on our omni-channel investments that we anticipate, our operating results would be adversely affected.

Our ability to continue to expand our 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 acquisition of Jos. A. Bank significantly increased the total number of retail stores we operate. As of January 30, 2016, we operate 713 Men's Wearhouse stores, 625 Jos. A. Bank stores, 124 Moores stores, and 89 K&G stores. We will continue to depend on adding new stores to increase our sales volume and profitability; however, we believe that our ability to increase the number of new stores in the U.S. and Canada may be limited. Therefore, we may not be able to achieve the same rate of growth as we have historically.

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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.

Our strategy related to shops within Macy's stores may negatively impact our short-term and long-term profitability.

On June 10, 2015, we entered into a 10-year agreement with Macy's, Inc. to operate men's tuxedo rental shops inside 300 Macy's department stores. As of January 30, 2016, we operated 12 tuxedo shops within Macy's stores under the name "The Tuxedo Shop @ Macy's." Our shops within Macy's stores use selling space within Macy's and are dependent on the Macy's point-of-sale platform. There can be no assurance that our shops within Macy's stores will be successful. In addition, the Macy's management team, including their strategic and marketing decisions, may have an effect on the success of our shops within Macy's stores. We have limited influence over these factors, and a strategic shift by the Macy's management team or a significant disruption in Macy's operations could adversely affect the results of our shops within Macy's stores.

Certain of our expansion strategies may present greater risks.

We are continuously assessing opportunities to expand store concepts and complementary products and services related to our core 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. There can be no assurance that we will be able to develop and grow new concepts to a point where they will become profitable or generate positive cash flow.

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 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.

Risks Associated with General Economic Conditions

Numerous economic conditions, all of which are outside of our control, could negatively affect the level of consumer spending on the merchandise that we offer. If these economic conditions persist for a sustained period, our consolidated financial condition and results of operations could be materially adversely impacted. These economic conditions include, but are not limited to, the following:

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

While economic conditions have improved recently,Changes in U.S., Canadian, UK and global economic and political conditions could negatively impact consumer confidence and the level of consumer discretionary spending. The continuation and/or

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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).

Our 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 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 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 increasehave experienced fluctuations in our sales volume and profitability; however, we believe that our ability to increase the number of new stores in the U.S. and 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 and complementary products and services related to our core 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. 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 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.

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 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 ofexpect our sales results for any quarter are not necessarily indicative of the results that may be achieved for the full year.

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Comparable sales may continue to fluctuate on a regular basis.