UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K10‑K

Commission file number 1-160971‑16097

TAILORED BRANDS, INC.

(Exact Name of Registrant as Specified in its Charter)

(281) 776-7000
776‑7000

(Registrant'sRegistrant’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

None

Indicate by check mark if the registrant is a well-knownwell‑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-TS‑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-KS‑K is not contained herein, and will not be contained, to the best of the registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K10‑K or any amendment to this Form 10-K. o10‑K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratednon‑accelerated filer or a smaller reporting company. See the definitions of "large“large accelerated filer"filer”, "accelerated filer"“accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-212b‑2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212b‑2 of the Exchange Act). Yes o.☐.  No ý.☒.

The aggregate market value of the voting stock held by non-affiliatesnon‑affiliates of the registrant, based on the closing price of shares of common stock on the New York Stock Exchange on August 1, 2015,July 30, 2016, was approximately $2,874.2$707.2 million.

The number of shares of common stock of the registrant outstanding on March 18, 201617, 2017 was 48,449,454.48,783,700.

DOCUMENTS INCORPORATED BY REFERENCE

Forward-LookingEffective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands” or the “Company”), became the successor reporting company to The Men’s Wearhouse, Inc. (“Men’s Wearhouse”) pursuant to a holding company reorganization (the “Reorganization”). 

Unless the context otherwise requires, references in this report to “Company”, “we”, “us” and “our” for periods prior to January 31, 2016, refer to Men’s Wearhouse which was the parent company and the registrant prior to the Reorganization, and, for periods after the Reorganization, to Tailored Brands, which is the current parent holding company, in each case including its consolidated 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 28, 2017 (“fiscal 2016”), January 30, 2016 (“fiscal 2015”), and January 31, 2015 (“fiscal 2014”). Each of these periods had 52 weeks.

Forward‑Looking and Cautionary Statements

Certain statements made in this Annual Report on Form 10-K10‑K and in other public filings and press releases by the Company (as defined below) contain "forward-looking"“forward‑looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risk and uncertainty. Forward-lookingForward‑looking statements reflect our current views regarding certain events that could affect our financial condition or results of operations and may include, but are not limited to, references to future sales, comparable sales, margins, costs, earnings, number and costs of store openings, closings and expansions, earnings, profitability, capital expenditures, potential acquisitions, synergies from acquisitions, demand for clothing, market trends in the retail and corporate apparel clothing business,businesses, currency fluctuations, inflation and various political, legal, regulatory, social, economic and business trends. Forward-lookingForward‑looking statements may be made by management orally or in writing, including, but not limited to; in Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K10‑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-lookingForward‑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-lookingforward‑looking statements. Factors that might cause or contribute to such differences include, but are not limited to: actions by governmental entities; domestic and international macro-economicmacro‑economic conditions; inflation or deflation; the loss of, or changes in, key personnel; success, or lack thereof, in executing our internal strategic and operating plans including new store and new market expansion plans andplans; cost reduction initiatives; store rationalization plans; profit improvement plans; revenue enhancement strategies; the impact of opening tuxedo shops within Macy'sMacy’s stores; changes in demand for clothing;clothing or rental product; market trends in the retail business; customer confidence and spending patterns; changes in traffic trends in our stores; customer acceptance of our merchandise strategies; performance issues with key suppliers; disruptions in our supply chain; severe weather; foreign currency fluctuations; government export and import policies; advertising or marketing activities of competitors; and legal proceedings.

Forward-lookingForward‑looking statements are based upon management'smanagement’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. Please refer to "Risk Factors"see “Risk Factors” contained in Part IIA of this Annual Report on Form 10-K10‑K for a more complete discussion of these and other factors that might affect our performance and financial results. Forward-lookingForward‑looking statements are intended to convey the Company'sCompany’s expectations about the future, and speak only as of the date they are made. We undertake no obligation to publicly update or revise forward-lookingforward‑looking statements that may be made from time to time, whether as a result of new information, future developments or otherwise, unless required to do so by law.

All written or oral forward-lookingforward‑looking statements that are made by or attributable to us are expressly qualified in their entirety by this cautionary notice.

PART I

PART I

ITEM 1.  BUSINESS

General

Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation ("Tailored Brands" or the "Company"), became the successor reporting company to The Men's Wearhouse, Inc. ("Men's Wearhouse") pursuant to a holding company reorganization (the "Reorganization"). Upon completion of the Reorganization, each issued and outstanding share of common stock of Men's Wearhouse was automatically converted into one share of common stock of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations as the shares of common stock of Men's Wearhouse. Furthermore, Tailored Brands replaced Men's Wearhouse as the publicly held corporation and its common stock trades on the New York Stock Exchange ("NYSE") under the trading symbol "TLRD". We believe that the holding company structure will allow us to support, nurture and augment our family of brands as we further leverage our shared services platform.

Unless the context otherwise requires, references in this report to "Company", "we", "us" and "our" for periods prior to January 31, 2016, refer to Men's Wearhouse which was the parent company and the registrant prior to the Reorganization, and, for periods after the Reorganization, to Tailored Brands which is the new parent holding company, in each case including its consolidated 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 30, 2016 ("fiscal 2015"), January 31, 2015 ("fiscal 2014"), and February 1, 2014 ("fiscal 2013"). Each of these periods had 52 weeks.

Our Brands and Products

We are the largest specialty retailer of men's suitsa leading authority on helping men dress for work, special occasions and the largest provider of tuxedo and suit rental product (collectively, "rental product") in the United States ("U.S.") and Canada. At January 30, 2016, we operated a total of 1,724 retail stores including tuxedo shops within Macy's department stores, witheveryday life. We serve our customers through an expansive omni-channel network that includes over 1,600 storeslocations in the U.S. and Puerto RicoCanada as well as 124 stores in Canada. our branded e-commerce websites.  

Our Brands and Products

Our U.S. retail stores are operated under Men'sthe Men’s Wearhouse, Men'sMen’s Wearhouse and Tux, Jos. A. Bank, Joseph Abboud and K&G brand names and are operated in 50 states, the District of Columbia and Puerto Rico. Our Canadian stores are operated under the Moores brand name and operate in ten10 Canadian provinces. As of January 28, 2017, the Company operated 1,667 stores including tuxedo shops within Macy’s stores throughout the U.S., Puerto Rico and Canada.  In addition, at January 30, 2016,28, 2017, we operated 3539 retail dry cleaning, laundry and heirlooming facilities through MW Cleaners in Texas. These operations comprise our retail segment.

On June 18, 2014, the Company acquired Jos. A. Bank Clothiers, Inc. ("(“Jos. A. Bank"Bank”), a men'smen’s specialty apparel retailer with 624 retail stores (excluding 15 franchise stores) across the U.S., for total consideration of approximately $1.8 billion. 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 $94.9 million in cash consideration. For additional information, refer tosee Note 2, "Acquisitions"“Acquisition”, to our consolidated financial statements included in this Annual Report on Form 10-K.10‑K.

We also own and operate a factory located in New Bedford, Massachusetts that manufactures quality U.S. made tailored clothing under the Joseph Abboud and Reserve labels including designer suits, tuxedos, sport coats and slacks that we sell in our Men’s Wearhouse or Jos. A. Bank stores as well as our Joseph Abboud flagship store and via our e-commerce websites.  We also sell Joseph Abboud branded tailored clothing in our Moores stores, which is produced by a third party in Canada.

Additionally, we operate twoan international corporate apparel providers.business.  Our UK-based holding company operatesUK‑based business is the largest provider of corporate apparel in the United Kingdom ("UK"(“UK”) under the Dimensions, Alexandra and Yaffy brands.  In the U.S. we provide, our corporate apparel business operates under the Twin Hill brand name. These operations provideOur corporate apparel business provides corporate clothing uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet. We initially acquired 86% of the UK-based holding company in 2010. In 2014, we purchased the remaining 14% non-controlling interest from previous shareholders of Dimensions for total consideration of approximately $6.7 million. These operations comprise our corporate apparel segment.

Retail Segment

Overview

Overview

In our retail segment, we offer our products and services primarily through our four retail brands—Men'sMen’s Wearhouse/Men'sMen’s Wearhouse and Tux, Joseph Abboud, 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 Canada. Men'sMen’s Wearhouse, Moores and K&G each operate as a house of brands carrying a wide selection of exclusive and non-exclusivenon‑exclusive merchandise brands. Jos. A. Bank is a branded house whosewhere substantially all 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,

In June 2015, we entered into an agreement with Macy’s, Inc. to operate men’s tuxedo rental shops inside 300 Macy’s department stores. In addition, we agreed to collaborate with Macy’s to develop an online tuxedo rental shop. As of January 28, 2017, we operated 170 tuxedo shops within Macy’s stores under the name “The Tuxedo Shop @ Macy’s.” We are actively engaged in discussions with Macy’s to restructure our agreement.  In the meantime, we have agreed with Macy’s to put the opening of the additional 130 contracted stores on hold while we explore a potentially new model.  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.

During fiscal 2016, we closed 233 stores as a resultpart 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 slacksstore rationalization strategy, which we sell inbelieve is important to our Men's Wearhouselong‑term profitability as it eliminated underperforming stores as well asand re‑balanced the store fleet and cost structure.  In the future, we will continue to monitor our Joseph Abboud flagship store.store fleet for opportunities to optimize our cost structure.

Men'sMen’s Wearhouse/Men'sMen’s Wearhouse and Tux and Moores

The Men'sMen’s Wearhouse targetsand Moores target 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-exclusivenon‑exclusive merchandise brands at regular and sale prices that we believe are competitive with specialty and traditional department stores. Our merchandise includes suits, suit separates, sport coats, slacks, formalwear, business casual, denim, 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“Big and Tall"Tall” product.

Although basic styles are emphasized, each season'sseason’s merchandise reflects current fit, fabric and color trends. The inventory mix at our Men'sMen’s Wearhouse and Moores 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,During fiscal 2016, we offer our customers the ability to purchasealso introduced a custom-made Joseph Abboud suitnew collection of custom apparel consisting of suits, sport coats, slacks, shirts, tuxedos and vests, which can be produced in approximately three weeks and is uniqueare personalized to each customer'scustomer’s specifications. Based on our experience, we believe that the depth of selection offeredof our merchandise offerings provides us with an advantage over most of our competitors.

We also offer a full selection of tuxedo and suit rental product.product (collectively, “rental product”) at Men’s Wearhouse and Moores. We believe our rental product broadens our customer base by drawing first-timefirst‑time and younger customers into our 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 ofAt January 30, 2016,28, 2017, 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.

separates, sport coats, slacks, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories in primarily traditionalclassic styles and in a wide range of sizes including a selection of "Big“Big and Tall"Tall” product. Although the target gender and age are similar to Men’s Wearhouse, based on information from our loyalty programs, we believe that there is minimal overlap between the Jos. A. Bank customer and the Men’s Wearhouse customer. 

Our merchandising strategy is focused on classic styling with attention to detail in quality materials and workmanship. During fiscal 2016, we also introduced custom apparel consisting of suits, sport coats, slacks, shirts, tuxedos and vests, which are personalized to each customer’s specifications. Based on our experience, we believe that the depth of selection of our merchandise offerings provides us with an advantage over most of our competitors.

We also offer rental product at all of our Jos. A. Bank stores.Bank. We believe our rental product provides the opportunity to broaden our customer base by drawing first-timefirst‑time and younger customers into our stores.

At January 30, 2016, we operated 625 Jos. A. Bank retail apparel stores (including 49 factory stores) in 43 states and the District of Columbia. Jos. A. Bank stores are primarily located in fashion-oriented, specialty retail centers. In addition, as of January 30, 2016, there are 14 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 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 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 rental 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 rental customers, we also offer an expanded merchandise assortment including dress and casual apparel targeted toward a younger customer.

At January 30, 2016, we operated 124 retail apparel stores in ten Canadian provinces. Moores stores are primarily located in regional strip and specialty retail shopping centers.

Business Strategy

Our near‑term business strategy we inherited fromincludes:

Accelerating Our Turnaround Efforts at Jos. A. Bank and the introduction ofReinvigorating Men’s Wearhouse

During fiscal 2016, our new promotional strategy will provide a foundation for long-term profitabilityturnaround efforts at the Jos. A. Bank brand. We have introduced new promotional offersbegan to gain traction. Our 1905 collection, launched in late 2015, which features updated stylings and fits that do not require excessive quantity purchasestarget a younger customer has been well received 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 manyis a potential driver of our prospectivefuture growth.  During fiscal 2016, we also launched a Jos. A. Bank customers found our promotional offers confusingcollection called Reserve that features classic styles, luxury fabrics and caused themupdated fits targeting the premium customer, which has also been well received.  Additionally, we recently expanded the Reserve offering to question the quality of our products. We launched new branding messaging that speaks toinclude a quality promisecustom tailored clothing and introduced a new 1905 collection targeting a younger customer. In addition, we introduced a loyalty program that rewards our customersdress shirt offering with extensive fabric and encourages more frequent purchases.styling options.  Along with the changes to our marketingpromotional and merchandising strategies, we introducedhave new selling techniques and a new store compensation program that alignedalign incentives with the improved selling behaviors.behaviors and we are encouraged by the customer’s response to these initiatives. 

As we focus on reengineeringDuring fiscal 2016, the challenging retail environment resulted in soft traffic at all of our retail brands but our consolidated results were more significantly impacted by the comparable sales decrease at our Men’s Wearhouse brand.  Accelerating our turnaround efforts at Jos. A. Bank brandand reinvigorating the Men’s Wearhouse brands involve similar strategies. Our primary strategy for both brands is to engage more customers across all channels and to drive customer traffic.  For example, we are shifting our marketing strategies to emphasize reasons why men should shop with us.  We will also be dedicating a long-term sustainable profit model,greater share of our marketing mix to digital channels to target the millennial generation.  In addition, we announced additional changes in 2016are focused on improving our omni-channel strategies, as described below:

•

we are realigningin more detail below, to provide our organization to support a greater focus on brand management;



•

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;



•

we are redesigning our website and refining our marketing strategy to attract new customers and provide existing customers with more reasonsoptions to make their shopping experience easy.  We also plan to promote our loyalty programs to encourage new members and entice existing members to shop at Jos. A. Bank;with us more frequently. Through our loyalty programs, we reward our loyal customers and



•

are able to leverage the data our customers share with us to deliver a relevant and engaging experience that considers their lifestyles and preferences.  Finally, we are launchingwill continue to focus on our in-store experience to promote a new Jos. A. Bank premium collection brand, called Reserve, designedmore engaged, personalized shopping experience by Joseph Abboud.

leveraging our wardrobe consultants to help men create their personal style and become the authority on helping men dress for work, special occasions and everyday life. 

Enhancing Our Omni-channelOmni‑channel Capabilities

Our future growth plans alsocontinue to include the integration of digital technologies to provide a sales experience that combines the advantages of our physical store with an information richinformation-rich online shopping experience through our website and mobile applications. For example, at Men'sMen’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'scustomer’s purchasing needs. In addition, during fiscal 2015, we launched our ship from store initiative, which further enhanced our customer'scustomer’s online shopping experience. Also,During fiscal 2016, we relaunched our Men’s Wearhouse and Jos. A. Bank websites to provide improved functionality, particularly for customers using mobile devices, and expanded our distribution center in Houston, Texas, facilitating our ability to achieve same-day-shipping for most Men’s Wearhouse and Jos. A. Bank orders.  Lastly, through our websites we are able to offer international shipping to over 100 countries. Our customers expect to shop wherever and however they like across all channels in a seamless, connected way.  In 2017, we plan to accelerate our efforts to translate our high-service in-store experience online and to drive additional traffic to our stores to further enhance our omni-channel capabilities.  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.

Broadeningfrom all "Awearness Kenneth Cole" products sold goes toward helping veterans transition back into the Reachworkforce.  In fiscal 2016, we expanded our partnership with Kenneth Cole to introduce products with innovative performance features under the Kenneth Cole AWEAR-TECH brand. 

In fiscal 2016, we expanded our custom clothing offerings by introducing a new line of Our Rental Product Business

We plan to broaden the reach of our rental product business primarily through the opening of the shops within Macy's stores, growing the rental product businesscustom suits and shirts at Men’s Wearhouse, Jos. A. Bank stores and Moores with affordable price points as well as introducing a premium custom offering at our Jos. A. Bank brand.  Our custom clothing offering is designed to personalize the shopping experience and to foster a long-term relationship with our customers.  In 2017, we plan to accelerate the growth of the custom clothing business by building awareness through the use of our website for rentals. We believe that our 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 our rental product business strategy.strategies.

Customer Service and Marketing

Men'sMen’s Wearhouse, Jos. A. Bank and Moores sales personnel are trained as consultants to provide customers with assistance and advice on their apparel needs, including product style, color coordination, fabric choice and garment fit. Wardrobe consultants are encouraged to offer guidance to the customer at each stage of the decision-makingdecision‑making process, making every effort to earn the customer'scustomer’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 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 offer tailoring services to facilitate timely alterations at a reasonable cost to customers. Tailored clothing purchased at a Men'sMen’s Wearhouse store will be pressed and re-altered (if the alterations were performed at a Men's Wearhouse store)re‑altered free of charge for the life of the garment.garment (if the alterations were performed at a Men’s Wearhouse store). In addition, Jos. A. Bank utilizes Company-ownedwe utilize 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"“Perfect Fit” loyalty program to our Men'sMen’s Wearhouse, Men'sMen’s Wearhouse and Tux and Moores customers. In October 2015, we launched the "Bank Account"“Bank Account” loyalty program for Jos. A. Bank customers, which offers the same benefits and operates in the same manner as the "Perfect Fit"“Perfect Fit” loyalty program. Under the loyalty programs, customers receive points for purchases. Points are equivalent to dollars spent on a one-for-oneone‑for‑one basis, excluding any sales tax dollars. Upon reaching 500 points, customers are issued a $50 rewards certificate whichthat 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 in fiscal 2016 at our Men'sMen’s Wearhouse, Men'sMen’s Wearhouse and Tux and Moores stores were to customers who participated in theour loyalty program for fiscal 2015.program. We believe that the loyalty programs facilitate our ability to cultivate long-termlong‑term relationships with our customers.

Our advertising strategy primarily consists of television, email, online (including social networking)media), 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 occasionallyperiodically distribute a catalog to communicate the Jos. A. Bank image, to provide customers with fashion guidance in coordinating outfits and to generate traffic in all of Jos. A. Bank'sBank’s sales channels.

Purchasing and Distribution

For the Men'sMen’s Wearhouse, Jos. A. Bank and Moores brands and, to a lesser extent, our K&G brand, our vertical direct sourcing model with third-party vendorsthird‑party suppliers 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 vendorsupplier base and do not believe that the loss of any vendorsupplier would cause a significant negative impact to us. We have no long-termmaterial long‑term merchandise supply contracts and typically transact business on a purchase order-by-purchaseorder‑by‑purchase order basis either directly with manufacturers and fabric mills or with trading companies. We have developed long-termlong‑term and reliable relationships with most of our direct manufacturers and fabric mills, which we believe provides stability, quality and price leverage. We also have a  subsidiary in Hong Kong to facilitate our sourcing efforts for our products.Furthermore, we work with trading companies that support our relationships with vendorssuppliers for our direct sourced merchandise and contract agent offices that provide administrative functions on our behalf. In addition, theThe agent offices provide all quality control inspections and ensure that our operating procedures manuals are adhered to by our suppliers.

Jos. A. Bank uses buying agents to source a significant portion of Jos. A. Bank products from various companies located in or near Asia. In fiscal 2015, two buying agents sourced, respectively, approximately 45% and 6% of Jos. A. Bank total product purchases.

In fiscal 2015,2016, our retail brands sourced approximately 60%69% of direct sourced merchandise from Asia (36%(41% from China) while 13%11% was sourced in Mexico, 10% in the U.S. (primarily from our U.S. factory), 12% in Mexico, and 15%10% was sourced in other regions. Substantially all of our foreign purchases are negotiated and paid for in U.S. dollars. All direct sourcing vendorssuppliers are expected to adhere to our Supplier Code of Conduct.Conduct and anti-corruption policy. To oversee compliance, we have a direct sourcing compliance department and we also use the services of an outside audit company to conduct regular vendorsupplier audits.

In addition,2016, to optimize our shipping and freight costs for our Men’s Wearhouse and Jos. A. Bank brands, we operatebegan the process of transitioning to a factory locatedregional distribution center approach that will leverage the geographic locations of our main distribution centers in New Bedford, Massachusetts that manufactures quality U.S. made tailored clothing under the Joseph Abboud label, including designer suits, tuxedos, sport coatsTexas and slacks which we sell in our Men's Wearhouse storesMaryland as well as the hub facilities described below.  In early 2017, we commenced with our Joseph Abboud flagship store. We also sell Joseph Abboud branded product in our Moores stores, which is produced by a third party in Canada.

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All retail apparel merchandise for Men's Wearhouse/Men's Wearhouse and Tux stores isregional distribution center strategy.  Merchandise received into ourthese regional distribution centers located in Houston, Texas, where it is either placed in back-stockback‑stock or allocated to a 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 vendorssuppliers to the stores with the remainder of K&G merchandise being transported to our K&G storesmanaged via a third-partythird‑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 that leverages the geographic locations of our main distribution centers in Texas and Maryland as well as the hub facilities described above.

Our rental product is located in our Houston, Texas 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'sMen’s Wearhouse/Men'sMen’s Wearhouse and Tux, Moores and Jos. A. Bank stores.

All retail merchandise and new rental product transported from vendorssuppliers to our distribution facilities is done so via common carrier or on a dedicated fleet of long-haullong‑haul vehicles. This dedicated fleet is also used to transport product from our distribution centers 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

Competition

We compete against a broad spectrum of other men'smen’s clothing stores. Our primary competitors include traditional department stores, other specialty men'smen’s clothing stores, online retailers, online tuxedo rental providers, off-priceoff‑price retailers, manufacturer-ownedmanufacturer‑owned and independently-ownedindependently‑owned outlet stores and their e-commercee‑commerce channels, and independently owned tuxedo rental stores. We believe that the principal competitive factors in the menswear market are merchandise assortment, quality, value, garment fit, merchandise presentation, store location and customer service, including on-siteon‑site tailoring.

We believe that our merchandise offerings, including exclusive brands and custom clothing, and emphasis on customer service distinguish us 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

Overview

Our international corporate apparel segment, conducted by Twin Hill in the U.S. and by our UK holding companybusiness operating under the Dimensions, Alexandra and Yaffy brands primarily in the UK and Europe and Twin Hill in the U.S., which provides corporate clothing uniforms and workwear to workforces. We offer our corporate apparel clothing products through multiple channels including managed corporate accounts, catalogs and the internet at www.twinhill.com, www.dimensions.co.uk,  www.alexandra.co.uk, and www.alexandra.co.uk.www.twinhill.com. 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'customers’ corporate clothing programs from design, fabric buying, manufacturing, product roll-outsroll‑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. Sector characteristics and economics 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 UK 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 wearinguniform-wearing employees or those that use uniforms as a form of brand identity. We have long established relationships with many of the UK'sUK’s top employers and we currently maintain approximately 30 managed accounts with an average account size greater than 15,000 wearers. In addition, in fiscal 2015,during 2016, we were awardedcompleted the uniform business for American Airlines, the largest managed contract we have obtained. The rollout of the American Airlinesa large 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.for approximately 70,000 wearers. 

Under our managed contracts, we take responsibility for dressing our customers'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'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-suppliercustomer‑supplier relationships.

Managed contracts are generally awarded through a request for proposal or tender process for multi-yearmulti‑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,From time to time, we provide each managed contract customer with a specific account manager who often works twoone or threetwo days a week on-siteon‑site at our larger customers'customers’ offices. In addition to maintaining customer requirements, the account manager is also responsible for suggesting and implementing ways of improving the customer'scustomer’s corporate wear process.

During fiscal 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 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-specificclient‑specific websites. Our UK e-commercee‑commerce platforms also allow online ordering via our websites and provide 24-hour24‑hour functionality, with a full list of our products and their details. 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.  In addition, we regularly develop dedicated websites for our corporate clients for use by their employees in ordering their company specific corporate wear.

During fiscal 2016, as a result of the rollout of a large uniform program, we had one customer which accounted for approximately 20% of our total corporate apparel net sales.  However, we do not believe that the loss of any customer would significantly impact us.

Merchandising

In our corporate apparel operations,business, we work with our customers 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'customers’ employees and utilize the latest technology in long-

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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-housein‑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 highlightsto highlight trends, identifiesidentify issues and providesprovide benchmark data for the customer at all levels from individual wearer to enterprise-wide.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-rackoff‑the‑rack program that provides custom alterations and embroidery on any of our standard, ready-to-wearready‑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-partythird‑party manufacturers and fabric mills through our direct sourcing programs. We have developed long-termlong‑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-termlong‑term contracts with our vendorssuppliers and we do not believe that the loss of any vendorsupplier would significantly impact us. We also work with trading companies that support our relationships with our direct source vendorssuppliers 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 2015,2016, approximately 60%65% of our corporate wear product purchases was sourced in Asia (primarily China, Bangladesh, Pakistan, Indonesia, Pakistan,Sri Lanka and Sri Lanka)Vietnam) while approximately 40%35% 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 British 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 provides workwear and uniforms to more UK employees than any of our corporate apparel competitors, which consist mostly of smaller, niche providers or 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, lead times, customer 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.

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Seasonality

Our sales and net earnings are subject to seasonal fluctuations. Our 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'sbrand’s promotional cadence.  We currentlyHowever, the trend resumed in 2016 and we expect thisthe trend to resumecontinue 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, results for any quarter are not necessarily indicative of the results that may be achieved for the full year.

Trademarks and Service Marks

We are the owner in the U.S. and selected other countries of the numerous trademarks and service marks MEN'Sincluding, without limitation, MEN’S WEARHOUSE, MW MEN'SMEN’S WEARHOUSE (and design), JOS. A. BANK, and JOSEPH ABBOUD and of U.S. federal and foreign registrations thereof.for such marks.  Our rights in the MEN'SMEN’S WEARHOUSE, and JOS. A. BANK, JOSEPH ABBOUD, and other marks and their 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 other trademarks and service marks, and corresponding 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. 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 in select countries abroad.

We are the licensee for certain designer labels on various products of a specific nature (suchsuch as men'smen’s suits, men'smen’s formalwear or men's shirts).men’s shirts. We generally pay a royalty for the use of the label, based on cost for the relevant 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.

Employees

At January 30, 2016,28, 2017, we had approximately 24,50022,500 employees, consisting of approximately 21,90020,100 in the U.S. and 2,6002,400 in foreign countries, of which approximately 18,00016,400 were full-timefull‑time employees. Seasonality affects the number of part-timepart‑time employees as well as the number of hours worked by full-timefull‑time and part-timepart‑time personnel.

At January 30, 2016,28, 2017, approximately 700 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 and we are currently engaged in negotiations to enter into a new union contract.2019. Also, approximately 290250 employees working in the Jos. A. Bank Hampstead, Maryland tailoring overflow shop and distribution centers are represented by the Mid-AtlanticMid‑Atlantic Regional Joint Board, Local 806. Our contract with the Mid-AtlanticMid‑Atlantic Regional Joint Board, Local 806 expiresexpired in February 2017.the first quarter of 2017 and we are currently engaged in negotiations to enter into a new contract. Lastly, approximately 120110 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 expires in April 2020.

employees is scheduled to expire in April 2016 and we are currently engaged in negotiations to enter into a new collective bargaining agreement.

We believe our relationship with our union and nonunionnon-union 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.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.10‑K. Through the investor relations section of our website, we provide free access to our annual reports on Form 10-K,10‑K, quarterly reports on Form 10-Q,10‑Q, current reports on Form 8-K8‑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"“SEC”). In addition, copies of the Company'sCompany’s annual reports will be made available, free of charge, upon written request. The SEC maintains a website that contains the Company'sCompany’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'sMen’s Wearhouse, pursuant to the Reorganization. Men'sMen’s Wearhouse began operations in 1973 as a partnership and was incorporated as Men'sMen’s Wearhouse under the laws of Texas in May 1974. Our principal corporate and executive offices are located at 6380 Rogerdale Road, Houston, Texas 77072-162477072‑1624 (telephone number 281-776-7000)281‑776‑7000) and at 6100 Stevenson Blvd., Fremont, California 94538-249094538‑2490 (telephone number 510-657-9821)510‑657‑9821), respectively.

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ITEM 1A.  RISK FACTORS

We wish to caution you that thereThere 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“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-termshort‑term and long-termlong‑term profitability.

Reengineering theAccelerating our turnaround efforts at 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'sBank’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'sBank’s sales and profitability.

We may not realize theThe anticipated benefits of the acquisition of JosJos. A. Bank may not be fully realized, 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 resourcesThere continue to realize the benefits of the acquisition, there arebe a number of significant risks involved. There can be no assurance that:

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

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unanticipated costs, charges and expenses will not result from the Jos. A. Bank operations;

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litigation relating to the acquisition or Jos. A. Bank’s pre-acquisition business practices will not be filed or, if filed, will not have a material adverse effect on our business, financial condition and results of operations; and

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

If one or more of the acquisition, including cost savings and synergies, will be fully realized;



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



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litigation relatingthese events were to the acquisition will not be filed;



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



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the acquisition will not cause disruption tooccur, it could impact our business, operations and relationships with our customers, employees, suppliers and other important third parties.

If we are unableability to achieve a substantial portion of the anticipated long-term benefits of the acquisition, itwhich could have a material adverse effect on our sales and profitability.

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

In MarchDuring 2016, we announcedembarked upon profit improvement and store rationalization programs. These programs resulted in the closure of 233 stores and realized cost savings of over $60 million in 2016.  In 2017, we expect our realized cost savings to grow to $85 million and we will continue to monitor our store fleet for opportunities to optimize our cost structure.  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'smanagement’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'smen’s attire is characterized by infrequent and more predictable fashion changes.changes when compared to other apparel sectors. 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-forwardfashion‑forward and specialty apparel retailers; however, our sales and profitability depend upon our continued ability to effectively manage a variety of competitive challenges, including:

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anticipating and quickly responding to changing trends and consumer demands;



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



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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;



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



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countering the promotional or other pricing activities of our competitors; and



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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-channelomni‑channel initiatives may not deliver the results we anticipate.

One of our strategic priorities is to further develop an omni-channelomni‑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-channelomni‑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-channelomni‑channel initiatives is not successful, or we do not realize the return on our omni-channelomni‑channel investments that we anticipate, our operating results would be adversely affected.

We face challenges in managing our store fleet, including limited new store growth potential.

Our growth is dependent, in large part, on our ability to continue to expandsuccessfully manage our stores may be limited.

A large part of our growth has resulted from the addition ofstore fleet, including new Men's Wearhouse stores and the increased sales volume and profitability provided by these stores. In addition, the acquisitionexpansion or remodeling 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 Mooresexisting stores and 89 K&Gclosure of underperforming stores.  We willexpect to continue to depend on addingopening 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.

In addition, our ability to open new storesmanage our store fleet 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'sMacy’s stores may negatively impact our short-termshort‑term and long-termlong‑term profitability.

OnIn June 10, 2015, we entered into a 10-yearan agreement with Macy's,Macy’s, Inc. to operate men'smen’s tuxedo rental shops inside 300 Macy'sMacy’s department stores. As of January 30, 2016,28, 2017, we operated 12170 tuxedo shops within Macy'sMacy’s stores under the name "The“The Tuxedo Shop @ Macy's." Macy’s.” We are actively engaged in discussions with Macy’s to restructure our agreement.  There can be no assurance that we will be able to restructure our agreement with Macy’s.  In the meantime, we have agreed with Macy’s to put the opening of the additional 130 contracted stores on hold while we explore a potentially new model.    

Our shops within Macy'sMacy’s stores use selling space within Macy'sMacy’s and are dependent on the Macy's point-of-saleMacy’s point‑of‑sale platform. There can be no assurance that our shops within Macy'sMacy’s stores will be successful. In addition, the Macy'sMacy’s management team, including their strategic and marketing decisions, may have an effect on the success of our shops within Macy'sMacy’s stores. We have limited influence over these factors, and a strategic shift by the Macy'sMacy’s management team or a significant disruption in Macy'sMacy’s operations could adversely affect the results of our shops within Macy'sMacy’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'smanagement’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.

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-outsroll‑outs of new corporate wear programs, which could have a material adverse effect on our corporate apparel segment.

Economic conditions and regulatory changes leading up to and following the United Kingdom’s likely exit from the European Union could have a material adverse effect on our business and results of operations.

In June 2016, the UK held a referendum in which voters approved an exit from the European Union (the “E.U.”), commonly referred to as “Brexit.”  Negotiations are expected to commence to determine the future terms of the UK’s relationship with the E.U.

The announcement of Brexit adversely impacted global markets, including currencies, and resulted in a sharp decline in the value of the British pound, as compared to the U.S. dollar and other currencies. Volatility in exchange rates is expected to continue in the short term as the UK negotiates its exit from the European Union. A weaker British pound compared to the U.S. dollar during a reporting period causes local currency results of our UK operations to be translated into fewer U.S. dollars. In fiscal 2016, net sales of our UK operations constituted approximately 6% of our consolidated net sales.

Future adverse consequences arising from Brexit may include economic uncertainty, continued volatility in current exchange rates, potential changes to duties and tariffs and legal uncertainty and potentially divergent national laws and regulations as the UK determines which E.U. laws to replace or replicate. Any of these effects of Brexit, among others, could materially adversely affect our business, results of operations and financial condition.

We have experienced fluctuations in our sales and expect our sales to fluctuate in the future.

Our success depends in part on our ability to improve sales.  For example, if sales at Men’s Wearhouse were to decrease, the effect on our consolidated financial results would be more significant than if sales were to decrease at any of our other brands. We believe that a variety of factors affect our sales and 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 closings, relocations and remodels, changes in fashion trends (including casualization of workplace attire) 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.

Our business is seasonal.

Our sales and net earnings are subject to seasonal fluctuations. Our 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'sbrand’s promotional cadence. We currentlyHowever, the trend resumed in 2016 and we expect thisthe trend to resumecontinue in the future. With respect to our 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.

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Risks Associated With Our Sourcing and Distribution Strategies

Our sourcing and distribution strategies are subject to numerous risks that could materially adversely impact our consolidated financial condition and results of operations. These risks include, but are not limited to, the following:

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

All retailRetail apparel merchandise for Men'sour Men’s Wearhouse and Jos. A. Bank stores is received into our Houston, Texas or Hampstead and Eldersburg, Maryland distribution centers, where the inventory is then processed, sorted and either placed in back-stockback‑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 rental product is also stored in our Houston, Texas 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 vendorssuppliers to the stores while the remainder is transported to our K&G storesmanaged via a third-partythird‑party logistics firm. All corporate apparel merchandise is received into our distribution facilities located in Houston, Texas or Bakersfield, California for our U.S. operations and Long Eaton or Glasgow 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 information technology 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, Texas distribution centers,center, result in extended power outages or flood roadways into and around the distribution centers, any of which would disrupt or delay deliveries to the Houston distribution centerscenter and to our stores.

Although we maintain business interruption and property insurance, there can be no assurance 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.

Our business is global in scope and can be impacted by factors beyond our control.

As a result of our international operations and our sourcing of merchandise and rental product from vendorssuppliers located outside of the U. S.U.S., we face the possibility of greater losses from a number of risks inherent in doing business in international markets and from a number of factors which are beyond our control. Such factors that could harm our results of operations and financial condition include, among other things:

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political instability, civil strife or insurrection, or acts of terrorism, which disrupt trade with the countries where we operate or in which our contractors, suppliers or customers are located;



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recessions in foreign economies;



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logistic and other challenges in managing our foreign operations;



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imposition of new legislation or rules relating to imports that may limit the quantity of goods which may be imported into the U. S. from certain countries or regions;

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obligations associated with being an importer of record, including monitoring and complying with all corresponding legal requirements;



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imposition of duties, taxes and other charges on imports;



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delays in shipping due to port security considerations or labor disputes;



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issues relating to compliance with domestic or international labor standards which may result in adverse publicity;



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migration of our manufacturers, which can affect where our raw materials and/or products are or will be produced;



•

volatile global economic, market or political environments;



•

volatile shipping availability, fuel supplies and related costs;



•

the fluctuation in the value of the U.S. dollar relative to the local currencies used by our suppliers;



•

increased difficulty in protecting our intellectual property rights in foreign jurisdictions; and



•

restrictions on the transfer of funds between the U.S. and foreign jurisdictions.

We are subject to import risks, including potential disruptions in supply, changes in duties, tariffs, quotas and export restrictions on imported merchandise, and economic, political or other problems in countries from or through which merchandise is sourced or imported.

ManyA significant portion of the products sold in our stores and our corporate apparel operations are sourced from various foreign countries. Political or financial instability, war, civil strife, terrorism, trade restrictions, tariffs, currency exchange rates, transport capacity limitations, labor disruptions, and other factors relating to international trade are beyond our control and could affect the availability and the price of our inventory.  In addition, if we were unexpectedly required to change suppliers or if a supplier were unable to supply acceptable merchandise in sufficient quantities on acceptable terms, we could experience a disruption in the supply of merchandise.

We require our vendorssuppliers to operate in compliance with applicable laws and regulations and our internal policy requirements. Our business could be adversely affected if our vendorssuppliers do not comply with applicable legal requirements, our vendorsupplier policies and practices generally acceptable in the U. S.U.S. regarding social and ethical matters and acceptable labor and sourcing practices (collectively, "Vendor Requirements"“Supplier Requirements”).

The violation of our VendorSupplier Requirements by any of our vendorssuppliers could disrupt our supply chain. In addition, any such violation could damage our reputation, which may result in decreased customer traffic to our stores, websites and call center. In the event of any violations, we may decide that it is necessary or desirable to seek alternative vendors,suppliers, which could adversely affect our business, financial condition and results of operations.

Our business could be adversely affected by increased costs of the raw materials and other resources that are important to our business.

The raw materials used to manufacture our products are subject to availability constraints and price volatility caused by high demand for fabrics, weather conditions, supply conditions, government regulations, economic climate and other unpredictable factors. In addition, our transportation and labor costs are subject to price volatility caused by the price of oil, supply of labor, governmental regulations, economic climate and other unpredictable factors. Increases in demand for, or the price of, raw materials, distribution services and labor, including federal and state minimum wage rates, could have a material adverse effect on our business, financial condition and results of operations.

The increase in the costs of wool and other raw materials significant to the manufacturer of apparel and the costs of manufacturing could materially affect our results of operations to the extent they cannot be mitigated through price increases and relocation to lower cost sources of supply or other cost reductions.

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These increased costs could particularly impact our managed contract corporate wearapparel business which tends to have more long termlong-term contractually committed customer sales arrangements with limited price flexibility.

Any significant interruption in raw materials could cause interruptions at our U.S. tailored clothing factory.

The principal raw material used by our U.S. tailored clothing factory is fabric. Most of the factory'sfactory’s supply arrangements are seasonal. The factory does not have any long-termlong‑term agreements in place with its fabric suppliers; therefore, there can be no assurance that any of such suppliers will continue to do business with us in the future. If a particular mill were to experience a delay due to fire or natural disaster and become unable to meet the factory'sfactory’s supply needs, it could take a period of up to several months for us to arrange for and receive an alternate supply of such fabric. In addition, import and export delays caused, for example, by an extended strike at the port of entry, could prevent the factory from receiving fabric or other raw materials shipped by its suppliers. Therefore, there could be a negative effect on the ability of the factory to meet its production goals if there is an unexpected loss of a supplier of fabric or other raw materials or a long interruption in shipments from any fabric or other raw material supplier.

Labor union disputes could impact our business.

Approximately 700 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. Also, approximately 290250 employees working in the Jos. A. Bank Hampstead, Maryland tailoring overflow shop and distribution centers are represented by the Mid-AtlanticMid‑Atlantic Regional Joint Board, Local 806 and, approximately 120110 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. Should a labor dispute arise, we could experience shortages in product to sell in our stores or disruptions in services provided atservices.

In addition, our Jos. A. Bank stores.corporate apparel business sells uniforms to companies with union workforces.  It is possible that our corporate apparel business could be adversely impacted if a labor dispute arises between a company we supply uniforms to and its union.

Risks Associated with Our Information Technology Systems

We rely on various information technology systems to manage our operations. Information technology systems are subject to numerous risks including unanticipated operating problems, system failures, rapid technological change, failure of the systems that operate as anticipated, reliance on third-partythird‑party computer hardware, network and software providers, computer viruses, telecommunication failures, data breaches, denial of service attacks, spamming, phishing attacks, computer hackers and other similar disruptions, any of which could materially adversely impact our consolidated financial condition and results of operations. Additional risks include, but are not limited to, the following:

If we are unable to operate information systems and implement new technologies effectively, our business could be disrupted or our sales or profitability could be reduced.

The efficient operation of our business is dependent on our information systems, including our ability to operate them effectively and successfully implement new technologies, systems, controls and adequate disaster recovery systems. We also maintain multiple internet websites in the U.S. and a number of other countries. In addition, we must protect the confidentiality of our and our customers'customers’ data. The

failure of our information systems to perform as designed or our failure to implement and operate them effectively could disrupt our business or subject us to liability and thereby harm our profitability.

We are subject to data security risks, which could have an adverse effect on our results of operations and consumer confidence in our security measures.

We are subject to cybersecurity risks. Cybersecurity refers to the combination of technologies, processes, and procedures established to protect information technology systems and data from unauthorized access, attack, exfiltration, or damage. As part of our normal operations, we maintain and transmit confidential

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information about our customers as well as proprietary information relating to our business operations. While we have implemented measures reasonably designed to prevent security breaches and cyber incidents, our systems or our third-partythird‑party service providers'providers’ systems may still be vulnerable to privacy and security incidents including attacks by unauthorized users, corruption by computer viruses or other malicious software code, emerging cybersecurity risks, inadvertent or intentional release of confidential or proprietary information, or other similar events. The occurrence of any security breach involving the misappropriation, loss or other unauthorized disclosure of information about us or our customers, whether by us or by one of our third-partythird‑party service providers, could, among other things:

•

·

cause damage to our reputation;

·

allow competitors access to our proprietary business information;

·

subject us to liability for a failure to safeguard customer data;

·

subject us to financial and legal risks, including regulatory action or litigation;

·

impact our ability to process credit card transactions; and

·

require significant capital and operating expenditures to investigate and remediate the breach.

cause damage to our reputation;



•

allow competitors access to our proprietary business information;



•

subject us to liability for a failure to safeguard customer data;



•

subject us to financial and legal risks, including regulatory action or litigation;



•

impact our ability to process credit card transactions; and



•

require significant capital and operating expenditures to investigate and remediate the breach.

In this respect, credit card companies required businesses that accept their credit cards to implement chip card recognition systems by October 2015.  Because of delays caused by vendorsupplier software and the certification process of chip technology, we expect to complete the implementation of the chip technology during 2016. 2017.  As a result, in the event of a data breach before we have the technology in place, we may face liabilities that could haveas a material adverse effect on our business, financial condition and resultsresult of operations.non-compliance.

Furthermore, the storage and transmission of such data is regulated at the international, federal, state and local levels. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. If we or our employees fail to comply with these laws and regulations or experience a data security breach, our reputation could be damaged, possibly resulting in lost future business, and we could be subjected to fines, penalties, administrative orders and other legal risks as a result of a breach or non-compliance.non‑compliance.

Other Risks Affecting Our Business

Our business is subject to numerous other risks that could materially adversely impact our consolidated financial condition and results of operations. These risks include, but are not limited to, the following:

We may be negatively impacted by competition.

Both the men'smen’s retail and the corporate apparel industries are highly competitive with numerous participants. We compete with traditional department stores, other specialty men'smen’s clothing stores, online retailers, online tuxedo rental providers, off-priceoff‑price retailers, manufacturer-ownedmanufacturer‑owned and independently-ownedindependently‑owned outlet stores and their e-commercee‑commerce channels, independently owned tuxedo rental stores and other corporate apparel providers. In addition, some of our 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 lease terms in these shopping malls and retail centers. 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 success significantly depends on our key personnel and our ability to attract and retain key personnel.

Our success depends upon the personal efforts and abilities of our senior management team and other key personnel. Although we believe we have a strong management team with significant industry expertise, we face intense competition in hiring and retaining these personnel and the extended loss of the services of key personnel could have a material adverse effect on our business, financial condition and results of operations.

Also, our continued success and the achievement of our expansion goals are dependent upon our ability to attract and retain additional qualified employees. If we are unable to retain and motivate our current personnel and attract talented new personnel, our business, financial condition and results of operations could be adversely affected.

The occurrence of an event that impacts our reputation could have a material adverse effect on our brands.

Our ability to maintain our reputation is critical to our brands. Our reputation could be jeopardized if we fail to maintain high standards for merchandise quality and integrity and customer service. Any negative publicity about these types of concerns may reduce demand for our merchandise. Failure to comply with ethical, social, product, labor, health and safety or environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer actions, including boycotts. Public perception about our company as a whole, our products or our stores, whether justified or not, could impair our reputation, involve us in litigation, damage our brand and have a material adverse effect on our business. Failure to comply with local laws and regulations, to maintain an effective system of internal controls and provide accurate and timely financial statement information, or to prevent security breaches could also hurt our reputation. Damage to our reputation or loss of consumer confidence for any of these or other reasons could have a material adverse effect on our results of operations and financial condition, as well as require additional time and resources to rebuild our reputation.

War, acts of terrorism, public health crises, or weather catastrophes could have a material adverse effect on our business.

In the event of war, acts of terrorism or the threat of terrorist attacks, public health crises, or weather catastrophes, consumer spending could significantly decrease for a sustained period. In addition, local authorities or shopping center management could close in response to any immediate security concern, public health concern or weather catastrophe such as hurricanes, earthquakes, or tornadoes. Similarly, war, acts of terrorism, threats of terrorist attacks, or a weather catastrophe could severely and adversely affect our offices, distribution centers, or our entire supply chain.

Fluctuations in exchange rates may cause us to experience currency exchange losses.

Moores, our Canadian subsidiary, conducts most of its business in Canadian dollars ("CAD"(“CAD”) but purchases a significant portion of its merchandise in U.S. dollars. The exchange rate between CAD and U.S. dollars has fluctuated historically. Recently,Over the past several years, the value of the CAD against the U.S. dollar has weakened. If this valuation does not improve, then the revenues and earnings of our Canadian operations will be reduced when they are translated to U.S. dollars. Also, the value of our Canadian net assets as expressed in U.S. dollars may decline. Moores utilizes foreign currency hedging contracts related to its merchandise purchases to limit exposure to changes in U.S. dollar/CAD exchange rates; however, these hedging activities may not adequately protect our Canadian operations from exchange rate risk.

Dimensions and Alexandra, our UK-basedOur UK‑based corporate apparel operations sell their products and conduct their business primarily in British pounds Sterling ("GBP"(“GBP”) but purchase most of their merchandise in U.S. dollars or Euros. TheHistorically, the exchange rate between the GBP, Euro and U.S. dollar has fluctuated historically.fluctuated.  In addition, as a result of the Brexit vote, the value of the GBP against the U.S. dollar has weakened significantly in 2016.  A decline in the value of the GBP as compared to the Euro or U.S. dollar may adversely impact our UK operating results as the cost of merchandise purchases will increase, particularly in relation to longer term customer

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contracts that have little or no pricing adjustment provisions, and the revenues and earnings of our UK operations will be reduced when they are translated to U.S. dollars. Also, the value of our UK net assets as expressed in U.S. dollars may decline. Dimensions and Alexandra may, fromFrom time to time, we may utilize foreign currency hedging contracts as well as price renegotiations to limit exposure to some of this risk; however, these activities may not adequately protect our UK operations from exchange rate risk.

Compliance with changing regulationsever-changing legal, regulatory and corporate governance requirements and standards for accounting corporate governance, tax and employment laws could result in increased administrative expenses or litigation and could adversely impact our business, results of operations and reported financial results.

Our policies, procedures and internal controls are designed to help us comply with all applicable laws, regulations, accounting and reporting requirements, regulations and tax requirements, including those imposed by the Sarbanes-OxleySarbanes‑Oxley Act of 2002, the Dodd-FrankDodd‑Frank Wall Street Reform and Consumer Protection Act, the Affordable Care Act, the payment card industry (PCI), the Public Company Accounting Oversight Board, the SEC and the NYSE, as well as applicable employment laws and the health care reform legislation, such as the Affordable Care Act.NYSE. In addition, our business is subject to rules issued by the payment card industry (PCI), and laws, rules and regulations promulgated by international, national, state and local authorities, including laws, rules and regulations relating to privacy, use of consumer information, credit cards and advertising. All of these laws, rules and regulations and thetheir interpretation thereof are subject to change and often their application thereof may be unclear. As a result, from time to time, we are

subject to inquiries, investigations, and/or litigation, including class action lawsuits, and administrative actions related to compliance with these laws, rules and regulations.

Shareholder activism, the current political environment, financial reform legislation and the current high level of government intervention and regulatory reform has led, and may continue to lead, to substantial new regulations and compliance obligations. Any changes in regulations, the imposition of additional regulations or the enactment of any new legislation that affects employment and labor, trade, product safety, transportation and logistics, health care, tax, privacy, or environmental issues, among other things, may increase the complexity of the regulatory environment in which we operate and the related cost of compliance.

Failure to comply with the various laws and regulations, as well as changes in laws and regulations, could have an adverse impact on our reputation, financial condition or results of operations.

Changes in applicable tax regulations and resolutions of tax disputes could negatively affect our financial results.

We are subject to taxation in the U.S. and numerous foreign jurisdictions. We record tax expense based on our estimates of future payments, which include reserves for estimates of probable settlements of foreign and domestic tax audits. At any one time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as taxable events occur and exposures are evaluated. In addition, our effective tax rate in any given financial reporting period may be materially impacted by changes in the mix and level of earnings or losses by taxing jurisdictions or by changes to existing accounting rules or regulations.

In addition, the U.S. is considering corporate tax reform which may significantly decrease the corporate tax rate and also impose a border adjustment tax, which would either disallow tax deductions on imported goods, impose a tax directly on imported goods, or impose unilateral tariffs any of which could have a material adverse effect on our business, financial condition and results of operations.  Moreover, U.S. corporate tax reform could impact domestic tax incentives and credits, repeal other aspects of the income tax code or eliminate deferrals on un-repatriated earnings for which we have not previously provided U.S. taxes, all of which could cause us to reexamine our existing operations as part of our overall review of tax reform. 

Changes to accounting standards and estimates could materially impact our results of operations, financial position, and cash flows.

Generally accepted accounting principles and the related authoritative guidance for many aspects of our business, including revenue recognition, inventories, goodwill and intangible assets, leases and income taxes, are complex, continually evolving and involve subjective judgments. For example, recently issued authoritative guidance for lease accounting maywill have a material adverse effectimpact on our results of operations and financial position or cause the perception that we are more highly leveraged. In addition, as discussed in Note 1 to our consolidated financial statements, we are evaluating the impact of the recently issued revenue standard on our business. These and other future changes in accounting rules or changes in the underlying estimates, assumptions or judgments by our management could have a material impact on our results of operations, financial position and cash flows.

We could incur losses due to impairment on long-livedlong‑lived assets, goodwill and intangible assets.

Under generally accepted accounting principles, we review our long-livedlong‑lived assets for impairment whenever economic events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. In fiscal 2015, we recorded $1.24 billion of goodwill and intangible asset impairment charges related to Jos. A. Bank. In the future, significant

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negative industry or general economic trends, disruptions to our business and unexpected significant changes or planned changes in our use of the assets may result in additional impairments to our goodwill, intangible assets and other long-livedlong‑lived assets. Any reduction in or impairment of the value of goodwill or intangible assets will result in a charge against earnings, which could have a material adverse impact on our reported results of operations and financial condition.

Our advertising, marketing and promotional activities have been the subject of review by state regulators and subject to lawsuits, specifically at Jos. A. Bank.

Jos. A. Bank has in the past been, and may from time to time in the future be, required to respond to inquiries from State Attorneys General related to its advertising practices. In addition, it is possible that the advertising, marketing and promotional activities of our other brands may be reviewed by state or other regulators. Although we endeavor to monitor and comply with all applicable laws and regulations to ensure that all advertising, marketing and promotional activities comply with all applicable legal requirements, many of the applicable legal requirements involve subjective judgments. It is possible that any resolution we may reach with any governmental authority may materially impact our current or future planned marketing program and could have an adverse impact on our business.

Rights of our shareholders may be negatively affected if we issue any of the shares of preferred stock which our Board of Directors has authorized for issuance.

We have available for issuance 2,000,000 shares of preferred stock, par value $.01 per share. Our Board of Directors is authorized to issue any or all of this preferred stock, in one or more series, without any further action on the part of shareholders. The rights of our shareholders may be negatively affected if we issue a series of preferred stock in the future that has preference over our common stock with respect to the payment of dividends or distribution upon our liquidation, dissolution or winding up. See Note 13 of Notes to Consolidated Financial Statements for more information.

Risks Associated with Our Indebtedness

There are numerous risks associated with our indebtedness including, but not limited to, the following:

Our current level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the Credit Facilities or the indenture governing the Senior Notes.

In connection with the acquisition of Jos A. Bank, we entered into a $1.1 billion aggregate principal amount senior secured facility (the "Term“Term Loan Facility"Facility”) and a $500.0 million asset-basedasset‑based revolving facility (the "ABL Facility"“ABL Facility” together with the Term Loan Facility, the "Credit Facilities"“Credit Facilities”). In addition, we issued $600.0 million in aggregate principal amount of our 7.0% Senior Notes due 2022 (the "Senior Notes"“Senior Notes”). After entering into the Credit Facilities and completing the offering of the Senior Notes, our indebtedness has increased substantially. As of January 30, 2016,28, 2017, our total indebtedness is approximately $1,655.9 million.$1.6 billion. In addition, we have up to $420.9$414.8 million of additional borrowing availability under the ABL Facility, excluding letters of credit totaling approximately $25.5$29.4 million issued and outstanding.

Our indebtedness could have important consequences, including:

•

increasing our vulnerability to adverse economic, industry or competitive developments;



•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

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•

making it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the Credit Facilities and the indenture governing the Senior Notes;



•

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;



•

limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and



•

limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt than we do and who therefore may be able to take advantage of opportunities that our indebtedness prevents us from exploiting.

Despite our high indebtedness level, we will still be able to incur significant additional amounts of debt, which could exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the Credit Facilities and the indenture governing the Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries'subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, the Credit Facilities and the indenture governing the Senior Notes will not prevent us from incurring obligations that do not constitute indebtedness under those agreements. As of January 30, 2016,28, 2017, we have up to $420.9$414.8 million of additional borrowing availability under the ABL Facility, excluding letters of credit totaling approximately $25.5$29.4 million issued and outstanding.

We may not be able to generate sufficient cash to service all of our indebtedness and fund our working capital and capital expenditures, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on our indebtedness will depend upon our future operating performance and on our ability to generate cash flow in the future, which is subject to general economic, financial, business, competitive, legislative, regulatory and other factors that are beyond our control. There can be no assurance that our business will generate sufficient cash flow from operations, or that future borrowings, including borrowings under the ABL Facility, will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. See "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."”

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investment and capital expenditures or to dispose of material assets or operations, seek additional equity capital or restructure or refinance our indebtedness. We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The Credit Facilities and the indenture that governs the Senior Notes contain restrictions on our ability to dispose of assets and use the proceeds from any such disposition.

In addition, we rely, to a certain extent, on our subsidiaries to generate cash. Accordingly, repayment of our indebtedness, is dependent, to a certain extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Each of our subsidiaries are distinct legal entities and they do not have any obligation to pay amounts due on the notes or to make funds available for that purpose (other than the subsidiary guarantors in connection with their

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guarantees) or other obligations in the form of loans, distributions or otherwise. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness or to fund our and our subsidiaries'subsidiaries’ other cash obligations.

For example, at January 30, 2016,28, 2017, cash and cash equivalents held by foreign subsidiaries totaled $27.0$68.0 million. Under current tax laws and regulations, if cash and cash equivalents held outside the U.S. are repatriated to the U.S., in certain circumstances we may be subject to additional U.S. income taxes and foreign withholding taxes. We currently do not intend to repatriate amounts held by foreign subsidiaries. As such, amounts held by our foreign subsidiaries are not expected to be available to repay our indebtedness.

If we cannot make scheduled payments on our debt, we will be in default and, as a result, the holders of the Senior Notes could declare all outstanding principal and interest to be due and payable, the lenders under the Credit Facilities could declare all outstanding amounts under such facilities due and payable and, with respect to the ABL Facility, terminate their commitments to loan money, and, in each case, foreclose against the assets securing the borrowings under the Credit Facilities, and we could be forced into bankruptcy or liquidation.

If our indebtedness is accelerated, we may need to refinance all or a portion of our indebtedness before maturity. There can be no assurance that we will be able to refinance any of our indebtedness, including the Credit Facilities, on commercially reasonable terms or at all. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.

The agreements and instruments governing our debt impose restrictions that may limit our operating and financial flexibility.

The Credit Facilities and the indenture governing the Senior Notes contain a number of significant restrictions and covenants that may limit our ability to:

•

incur additional indebtedness;



•

sell assets or consolidate or merge with or into other companies;



•

pay dividends or repurchase or redeem capital stock;



•

make certain investments;



•

·

incur additional indebtedness;

·

sell assets or consolidate or merge with or into other companies;

·

pay dividends or repurchase or redeem capital stock;

·

make certain investments;

·

issue capital stock of our subsidiaries;

·

incur liens;

·

prepay, redeem or repurchase subordinated debt; and

These covenants could have the effect of limiting our flexibility in planning for or reacting to changes in our business and the markets in which we compete. In addition, the ABL Facility requires us to comply with a financial maintenance covenant under certain circumstances. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with the financial covenants contained in the ABL Facility, if applicable. If we violate this covenant and are unable to obtain a waiver from our lenders, our debt under the ABL Facility would be in default and could be accelerated by our lenders. Because of cross-defaultcross‑default provisions in the agreements and instruments governing our indebtedness, a default under one agreement or instrument could result in a default under, and the acceleration of, our other indebtedness. In addition, the lenders under the Credit Facilities could proceed against the collateral securing that indebtedness.

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If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, on terms that are acceptable to us, or at all. If our debt is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

We are exposed to interest rate risk through our variable rate borrowings under the Credit Facilities. Borrowings under such facilities bear interest at a variable rate, based on an adjusteda LIBOR rate, plus an applicable margin. Interest rates are currently at relatively low levels. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all capacity under the ABL Facility is fully drawn, each one percentage point change in interest rates would result in approximately a $5.0 million change in annual interest expense. Assuming LIBOR surpassed the 1% LIBOR floor provision on our Term Loan, we would be exposed to interest rate risk on such Term Loan. To partially mitigate such interest rate risk, we entered into an interest rate swap to exchange variable interest rate payments for fixed interest rate payments for a portion of the outstanding Term Loan balance. At January 28, 2017, the notional amount of the interest rate swap totaled $330.0 million. In addition, we entered into the Incremental Facility Agreement No. 1 to the credit agreement governing the Term Loan to refinance $400.0 million principal amount of term loans that bore interest at a variable rate with $400.0 million principal amount of new term loans, which bear interest at a fixed rate of 5.0% per annum. After consideration of the swap and the refinancing, each one percentage point change in interest rates would result in an approximate $2.4$3.2 million change in annual interest expense on our Term Loan.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.  PROPERTIES

As of January 30, 2016,28, 2017, we operated 1,6001,541 retail apparel and tuxedo rental stores in 50 states, the District of Columbia and Puerto Rico and 124126 retail apparel stores in ten Canadian provinces.  As of January 30, 2016,28, 2017, our stores aggregated approximately 10.09.5 million square feet.  Almost all of these stores, excluding our tuxedo shops within Macy’s, are leased, generally for five to ten year initial terms with one or more

renewal options after our initial term.  The tuxedo shops within Macy’s were opened pursuant to a licensing agreement. The following tables set forth the location, by state, territory or province, of these stores:

⁽¹⁾

Includes one Joseph Abboud store in New York.

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PART II

PART II

ITEM 5.  MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Through January 30,29, 2016, our common stock traded on the NYSE under the symbol "MW"“MW”. Beginning on February 1, 2016, Tailored Brands replaced Men'sMen’s Wearhouse as the publicly held corporation and its common stock trades on the NYSE under the trading symbol "TLRD"“TLRD”.

The following table sets forth, on a per share basis for the periods indicated, the high and low sale prices per share for our common stock as reported by the NYSE and the quarterly dividends declared on each share of common stock: