10-Q 1 a12-21745_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 27, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-16097

THE MEN’S WEARHOUSE, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas		74-1790172
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

6380 Rogerdale
Houston, Texas		77072-1624
(Address of Principal Executive Offices)		(Zip Code)

(281) 776-7000

(Registrant’s telephone number, including area code)

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 x. No o.

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

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

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

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

The number of shares of common stock of the Registrant, par value $.01 per share, outstanding at November 27, 2012 was 50,891,841 excluding 21,570,052 shares classified as Treasury Stock.

Table of Contents

REPORT INDEX

Part and Item No.		Page No.

PART I — Financial Information

Item 1 — Condensed Consolidated Financial Statements

General Information		1

Condensed Consolidated Balance Sheets as of October 27, 2012 (unaudited), October 29, 2011 (unaudited) and January 28, 2012		2

Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended October 27, 2012 (unaudited) and October 29, 2011 (unaudited)		3

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended October 27, 2012 (unaudited) and October 29, 2011 (unaudited)		4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 27, 2012 (unaudited) and October 27, 2011 (unaudited)		5

Notes to Condensed Consolidated Financial Statements (unaudited)		6

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3 — Quantitative and Qualitative Disclosures about Market Risk		32

Item 4 — Controls and Procedures		32

PART II — Other Information

Item 1 — Legal Proceedings		33

Item 1A — Risk Factors		33

Item 6 — Exhibits		34

SIGNATURES		34

Table of Contents

Forward-Looking and Cautionary Statements

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

Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: actions by governmental entities; domestic and international economic activity and inflation; success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, including integration of acquisitions; performance issues with key suppliers; disruption in buying trends due to homeland security concerns; severe weather; foreign currency fluctuations; government export and import policies; aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations. Refer to “Risk Factors” contained in Part I of our Annual Report on Form 10-K for the year ended January 28, 2012 for a more complete discussion of these and other factors that might affect our performance and financial results. These forward-looking statements are intended to convey the Company’s expectations about the future, and speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GENERAL INFORMATION

The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair statement of the results for the three and nine months ended October 27, 2012 and October 29, 2011.

Our business historically has been seasonal in nature, and the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended January 28, 2012 and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year then ended filed with the SEC.

Unless the context otherwise requires, “Company”, “we”, “us” and “our” refer to The Men’s Wearhouse, Inc. and its subsidiaries.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	October 27, 2012			October 29, 2011			January 28, 2012
	(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	138,016		$	138,545		$	125,306
Accounts receivable, net	82,966			66,094			56,669
Inventories	623,860			616,758			572,502
Other current assets	68,519			61,088			70,906

Total current assets	913,361			882,485			825,383

PROPERTY AND EQUIPMENT, net	379,969			348,785			355,717

TUXEDO RENTAL PRODUCT, net	118,202			85,876			99,814
GOODWILL	88,473			88,707			87,782
INTANGIBLE ASSETS, net	31,992			35,378			33,711
OTHER ASSETS	4,431			3,579			3,545

TOTAL ASSETS	$	1,536,428		$	1,444,810		$	1,405,952

LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Accounts payable	$	170,549		$	155,610		$	123,445
Accrued expenses and other current liabilities	149,244			146,391			154,395
Income taxes payable	4,939			22,727			3,435

Total current liabilities	324,732			324,728			281,275

DEFERRED TAXES AND OTHER LIABILITIES	92,057			76,429			92,858

Total liabilities	416,789			401,157			374,133

COMMITMENTS AND CONTINGENCIES (Note 3 and Note 13)

EQUITY:
Preferred stock	—			—			—
Common stock	725			717			718
Capital in excess of par	380,099			356,414			362,735
Retained earnings	1,202,922			1,108,662			1,095,535
Accumulated other comprehensive income	40,735			41,504			36,921
Treasury stock, at cost	(517,894		)	(476,749		)	(476,749		)

Total equity attributable to common shareholders	1,106,587			1,030,548			1,019,160

Noncontrolling interest	13,052			13,105			12,659

Total equity	1,119,639			1,043,653			1,031,819

TOTAL LIABILITIES AND EQUITY	$	1,536,428		$	1,444,810		$	1,405,952

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Net sales:
Retail clothing product	$	401,692		$	377,307		$	1,235,185		$	1,189,357
Tuxedo rental services	124,648			112,005			357,261			333,413
Alteration and other services	37,701			34,480			112,975			107,767
Total retail sales	564,041			523,792			1,705,421			1,630,537
Corporate apparel clothing product sales	66,933			60,810			174,429			189,978
Total net sales	630,974			584,602			1,879,850			1,820,515

Cost of sales:
Retail clothing product	176,501			161,669			549,145			527,938
Tuxedo rental services	16,497			15,761			48,745			45,730
Alteration and other services	28,003			26,669			83,706			80,352
Occupancy costs	71,198			69,425			209,263			205,006
Total retail cost of sales	292,199			273,524			890,859			859,026
Corporate apparel clothing product cost of sales	48,078			42,909			123,988			137,442
Total cost of sales	340,277			316,433			1,014,847			996,468

Gross margin:
Retail clothing product	225,191			215,638			686,040			661,419
Tuxedo rental services	108,151			96,244			308,516			287,683
Alteration and other services	9,698			7,811			29,269			27,415
Occupancy costs	(71,198		)	(69,425		)	(209,263		)	(205,006		)
Total retail gross margin	271,842			250,268			814,562			771,511
Corporate apparel clothing product gross margin	18,855			17,901			50,441			52,536
Total gross margin	290,697			268,169			865,003			824,047

Selling, general and administrative expenses	218,188			208,147			659,957			631,370
Operating income	72,509			60,022			205,046			192,677

Interest income	166			112			437			270
Interest expense	(302		)	(396		)	(1,243		)	(1,051		)
Earnings before income taxes	72,373			59,738			204,240			191,896
Provision for income taxes	23,304			19,836			69,021			67,532

Net earnings including noncontrolling interest	49,069			39,902			135,219			124,364
Net (earnings) loss attributable to noncontrolling interest	(226		)	(25		)	(99		)	16

Net earnings attributable to common shareholders	$	48,843		$	39,877		$	135,120		$	124,380

Net earnings per common share attributable to common shareholders (Note 2):
Basic	$	0.95		$	0.77		$	2.63		$	2.39
Diluted	$	0.95		$	0.77		$	2.62		$	2.37

Weighted average common shares outstanding (Note 2):
Basic	50,699			51,110			50,781			51,505
Diluted	50,919			51,339			51,029			51,776

Cash dividends declared per common share	$	0.18		$	0.12		$	0.54		$	0.36

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011

Net earnings including noncontrolling interest	$	49,069		$	39,902		$	135,219		$	124,364

Currency translation adjustments, net of tax	4,727			(8,051		)	4,108			3,359

Comprehensive income including noncontrolling interest	53,796			31,851			139,327			127,723

Comprehensive (income) loss attributable to noncontrolling interest:
Net (earnings) loss	(226		)	(25		)	(99		)	16
Currency translation adjustments, net of tax	(294		)	228			(294		)	(221		)

Amounts attributable to noncontrolling interest	(520		)	203			(393		)	(205		)

Comprehensive income attributable to common shareholders	$	53,276		$	32,054		$	138,934		$	127,518

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Nine Months Ended
	October 27, 2012			October 29, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including noncontrolling interest	$	135,219		$	124,364
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	61,798			56,572
Tuxedo rental product amortization	25,330			25,923
Loss on disposition of assets	1,853			2,163
Asset impairment charges	314			1,709
Share-based compensation	12,172			10,166
Excess tax benefits from share-based plans	(2,737		)	(1,592		)
Deferred tax provision	6,677			12,655
Deferred rent expense and other	60			1,063
Changes in operating assets and liabilities:
Accounts receivable	(25,027		)	(4,725		)
Inventories	(49,278		)	(128,624		)
Tuxedo rental product	(43,666		)	(22,159		)
Other assets	(2,906		)	11,678
Accounts payable, accrued expenses and other current liabilities	40,407			32,886
Income taxes payable	3,510			26,036
Other liabilities	2,783			(569		)

Net cash provided by operating activities	166,509			147,546

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(90,085		)	(66,960		)
Proceeds from sales of property and equipment	25			59

Net cash used in investing activities	(90,060		)	(66,901		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	6,918			5,995
Cash dividends paid	(27,832		)	(18,880		)
Tax payments related to vested deferred stock units	(4,421		)	(2,955		)
Excess tax benefits from share-based plans	2,737			1,592
Repurchases of common stock	(41,296		)	(63,988		)

Net cash used in financing activities	(63,894		)	(78,236		)

Effect of exchange rate changes	155			(235		)

INCREASE IN CASH AND CASH EQUIVALENTS	12,710			2,174
Balance at beginning of period	125,306			136,371

Balance at end of period	$	138,016		$	138,545

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Significant Accounting Policies

Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended January 28, 2012.

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates.

Treasury stock — Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to paid-in capital in excess of par value using the average-cost method.

Recent Accounting Pronouncements — In July 2012, the Financial Accounting Standards Board (“FASB”) issued updated guidance regarding testing indefinite-lived intangible assets for impairment. The amendments in this update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Under these amendments, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that the indefinite-lived intangible asset is impaired. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amended guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this update may change the way we perform our testing of indefinite-lived intangible assets for impairment but will have no impact on our financial position, results of operations or cash flows.

In September 2011, the FASB issued updated guidance regarding testing goodwill for impairment. The updated guidance will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The adoption of this update at the beginning of our 2012 fiscal year had no impact on our financial position, results of operations or cash flows but may change the way we perform our annual goodwill impairment test in the fourth quarter of 2012.

In June 2011, the FASB issued updated guidance regarding the presentation of comprehensive income. The updated guidance allows an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. In December 2011, the FASB issued a “Deferral of the Effective Date for Amendments of the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income.” This defers only the changes that relate to the presentation of reclassification adjustments on the face of the financial statements where the components of net income and the components of other comprehensive income are presented. We present comprehensive income in a separate statement in the accompanying financial statements. The adoption of this update had no impact on our financial position, results of operations or cash flows.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In May 2011, the FASB updated the guidance regarding certain accounting and disclosure requirements related to fair value measurements. The updated guidance amends U.S. Generally Accepted Accounting Principles (“GAAP”) to create more commonality with International Financial Reporting Standards (“IFRS”) by changing some of the wording used to describe requirements for measuring fair value and for disclosing information about fair value measurements. The adoption of this update at the beginning of our 2012 fiscal year did not have a material impact on our financial position, results of operations or cash flows.

2. Earnings per Share

Basic earnings per common share attributable to common shareholders is determined using the two-class method and is computed by dividing net earnings attributable to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share attributable to common shareholders reflects the more dilutive earnings per common share amount calculated using the treasury stock method or the two-class method.

The following table sets forth the computation of basic and diluted earnings per common share attributable to common shareholders (in thousands, except per share amounts). Basic and diluted earnings per common share attributable to common shareholders are computed using the actual net earnings available to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our condensed consolidated statement of earnings and the accompanying notes. As a result, it may not be possible to recalculate earnings per common share attributable to common shareholders in our condensed consolidated statement of earnings and the accompanying notes.

	For the Three Months Ended						For the Nine Months Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011

Numerator
Total net earnings attributable to common shareholders	$	48,843		$	39,877		$	135,120		$	124,380
Net earnings allocated to participating securities (restricted stock and deferred stock units)	(541		)	(516		)	(1,649		)	(1,496		)
Net earnings attributable to common shareholders	$	48,302		$	39,361		$	133,471		$	122,884
Denominator
Basic weighted average common shares outstanding	50,699			51,110			50,781			51,505
Effect of dilutive securities:
Stock options and equity-based compensation	220			229			248			271
Diluted weighted average common shares outstanding	50,919			51,339			51,029			51,776
Net earnings per common share attributable to common shareholders:
Basic	$	0.95		$	0.77		$	2.63		$	2.39
Diluted	$	0.95		$	0.77		$	2.62		$	2.37

For the three and nine months ended October 27, 2012, 0.3 million anti-dilutive stock options were excluded from the calculation of diluted earnings per common share for each period, respectively. For the three and nine months ended October 29, 2011, 0.5 million and 0.4 million anti-dilutive stock options were excluded from the calculation of diluted earnings per common share, respectively.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Debt

We have a revolving credit facility with a group of banks (the “Credit Agreement”) that provides for a total senior revolving credit facility of $200.0 million, with increases to $300.0 million upon additional lender commitments, that matures on January 26, 2016. The Credit Agreement is secured by the stock of certain of our subsidiaries. The Credit Agreement has several borrowing and interest rate options including the following indices: (i) adjusted LIBO rate, (ii) adjusted EURIBO rate, (iii) CDO rate, (iv) Canadian prime rate or (v) an alternate base rate (equal to the greater of the prime rate, the federal funds rate plus 0.5% or the adjusted LIBO rate for a one-month period plus 1.0%). Advances under the Credit Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 2.75%. The Credit Agreement also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 2.00% to 2.75%, and a fee on unused commitments which ranges from 0.35% to 0.50%. As of October 27, 2012, there were no borrowings outstanding under the Credit Agreement.

The Credit Agreement contains certain restrictive and financial covenants, including the requirement to maintain certain financial ratios. The restrictive provisions in the Credit Agreement reflect an overall covenant structure that is generally representative of a commercial loan made to an investment-grade company. Our debt, however, is not rated and we have not sought, and are not seeking, a rating of our debt. We were in compliance with the covenants in the Credit Agreement as of October 27, 2012.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At October 27, 2012, letters of credit totaling approximately $22.9 million were issued and outstanding. Borrowings available under our Credit Agreement at October 27, 2012 were $177.1 million.

4. Supplemental Cash Flows

Supplemental disclosure of cash flow information is as follows (in thousands):

	For the Nine Months Ended
	October 27, 2012		October 29, 2011
Cash paid for:
Interest	$	934	$	713
Income taxes, net	$	59,230	$	16,376

Schedule of noncash investing and financing activities:
Tax benefit related to share-based plans	$	2,676	$	1,552
Cash dividends declared	$	9,240	$	6,209

We had unpaid capital expenditure purchases accrued in accounts payable, accrued expenses and other current liabilities of approximately $13.2 million and $11.4 million at October 27, 2012 and October 29, 2011, respectively. Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period they are paid.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities

Other current assets consist of the following (in thousands):

	October 27, 2012		October 29, 2011		January 28, 2012

Prepaid expenses	$	33,660	$	30,035	$	32,266
Current deferred tax asset	23,769		24,138		29,392
Tax receivable	1,834		119		1,564
Other	9,256		6,796		7,684

Total other current assets	$	68,519	$	61,088	$	70,906

Accrued expenses and other current liabilities consist of the following (in thousands):

	October 27, 2012		October 29, 2011		January 28, 2012
Accrued salary, bonus, sabbatical and vacation	$	42,276	$	44,461	$	61,544
Sales, value added, payroll and property taxes payable	23,331		22,934		18,176
Accrued workers compensation and medical costs	18,714		18,144		17,590
Customer deposits, prepayments and refunds payable	19,060		18,376		17,521
Unredeemed gift certificates	12,210		11,556		14,895
Loyalty program reward certificates	7,856		7,385		6,537
Cash dividends declared	9,240		6,209		9,339
Other	16,557		17,326		8,793

Total accrued expenses and other current liabilities	$	149,244	$	146,391	$	154,395

Deferred taxes and other liabilities consist of the following (in thousands):

	October 27, 2012		October 29, 2011		January 28, 2012
Deferred rent and landlord incentives	$	51,477	$	50,546	$	50,953
Non-current deferred and other income tax liabilities	36,498		19,292		34,812
Other	4,082		6,591		7,093

Total deferred taxes and other liabilities	$	92,057	$	76,429	$	92,858

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Equity and Noncontrolling Interest

A reconciliation of the total carrying amount of the Company’s equity accounts for the nine months ended October 27, 2012 is as follows (in thousands):

	Common Stock		Capital in Excess of Par			Retained Earnings			Accumulated Other Comprehensive Income		Treasury Stock, at Cost			Total Equity Attributable to Common Shareholders			Noncontrolling Interest		Total Equity

Balances — January 28, 2012	$	718	$	362,735		$	1,095,535		$	36,921	$	(476,749	)	$	1,019,160		$	12,659	$	1,031,819
Net earnings	—		—			135,120			—		—			135,120			99		135,219
Other comprehensive income	—		—			—			3,814		—			3,814			294		4,108
Cash dividends	—		—			(27,733		)	—		—			(27,733		)	—		(27,733		)
Share-based compensation	—		12,172			—			—		—			12,172			—		12,172
Common stock issued under share-based award plans and to stock discount plan	7		6,911			—			—		—			6,918			—		6,918
Tax payments related to vested deferred stock units	—		(4,421		)	—			—		—			(4,421		)	—		(4,421		)
Tax benefit related to share-based plans	—		2,676			—			—		—			2,676			—		2,676
Treasury stock reissued	—		26			—			—		151			177			—		177
Repurchases of common stock	—		—			—			—		(41,296		)	(41,296		)	—		(41,296		)
Balances — October 27, 2012	$	725	$	380,099		$	1,202,922		$	40,735	$	(517,894	)	$	1,106,587		$	13,052	$	1,119,639

A reconciliation of the total carrying amount of the Company’s equity accounts for the nine months ended October 29, 2011 is as follows (in thousands):

	Common Stock		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Income		Treasury Stock, at Cost			Total Equity Attributable to Common Shareholders			Noncontrolling Interest			Total Equity

Balances — January 29, 2011	$	710	$	341,663		$	1,002,975		$	38,366	$	(412,761	)	$	970,953		$	12,900		$	983,853
Net earnings (loss)	—		—			124,380			—		—			124,380			(16		)	124,364
Other comprehensive income	—		—			—			3,138		—			3,138			221			3,359
Cash dividends	—		—			(18,693		)	—		—			(18,693		)	—			(18,693		)
Share-based compensation	—		10,166			—			—		—			10,166			—			10,166
Common stock issued under share-based award plans and to stock discount plan	7		5,988			—			—		—			5,995			—			5,995
Tax payments related to vested deferred stock units	—		(2,955		)	—			—		—			(2,955		)	—			(2,955		)
Tax benefit related to share-based plans	—		1,552			—			—		—			1,552			—			1,552
Repurchases of common stock	—		—			—			—		(63,988		)	(63,988		)	—			(63,988		)
Balances — October 29, 2011	$	717	$	356,414		$	1,108,662		$	41,504	$	(476,749	)	$	1,030,548		$	13,105		$	1,043,653

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. Treasury Stock

We repurchase shares of our common stock primarily through open market transactions under a $150.0 million share repurchase program authorized by our Board of Directors in January 2011.

During the first nine months of fiscal 2011, 2,322,340 shares at a cost of $63.8 million were repurchased at an average price per share of $27.47 under the January 2011 authorization. During the first nine months of fiscal 2012, 1,121,484 shares at a cost of $41.0 million were repurchased at an average price per share of $36.59 under the January 2011 authorization. At October 27, 2012, the remaining balance available under the January 2011 authorization was $45.2 million.

During the nine months ended October 27, 2012 and October 29, 2011, 7,041 shares and 7,132 shares, respectively, at a cost of $0.3 million and $0.2 million, respectively, were repurchased at an average price per share of $37.28 and $27.77, respectively, in private transactions to satisfy tax withholding obligations arising upon the vesting of certain restricted stock.

The following table summarizes our common stock repurchases (in thousands, except share data and average price per share):

	For the Nine Months Ended
	October 27, 2012		October 29, 2011

Shares repurchased	1,128,525		2,239,472
Total costs	$	41,296	$	63,988
Average price per share	$	36.59	$	27.47

In June 2012, 6,295 treasury shares of our common stock were reissued pursuant to a two-year services agreement with an unrelated third party. The fair value of the common stock issued was approximately $0.2 million.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Share-Based Compensation Plans

We maintain several equity plans under which we may grant stock options, stock appreciation rights, restricted stock, deferred stock units and performance-based awards to full-time key employees and non-employee directors. We account for share-based awards in accordance with the GAAP standard regarding share-based payments, which requires the compensation cost resulting from all share-based payment transactions be recognized in the financial statements. The amount of compensation cost is measured based on the grant-date fair value of the instrument issued, and is recognized over the vesting period. Share-based compensation expense recognized for the three and nine months ended October 27, 2012 was $3.9 million and $12.2 million, respectively. Share-based compensation expense recognized for the three and nine months ended October 29, 2011 was $3.7 million and $10.2 million, respectively.

Stock Options

The following table summarizes stock option activity for the nine months ended October 27, 2012:

	Shares		Weighted- Average Exercise Price
Outstanding at January 28, 2012	1,314,422		$	22.61
Granted	100,349		40.13
Exercised	(279,511	)	17.82
Forfeited	(54,105	)	32.40
Expired	(322	)	17.62
Outstanding at October 27, 2012	1,080,833		$	24.99
Exercisable at October 27, 2012	572,405		$	22.90

The weighted-average grant date fair value of the 100,349 stock options granted during the nine months ended October 27, 2012 was $17.21 per share. The following table summarizes the weighted average assumptions used to fair value stock options at the date of grant using the Black-Scholes option pricing model for the nine months ended October 27, 2012.

	For the Nine Months Ended
	October 27, 2012

Risk-free interest rate	1.09	%
Expected lives	5.0 years
Dividend yield	2.07	%
Expected volatility	58.67	%

The assumptions presented in the table above represent the weighted average of the applicable assumptions used to fair value stock options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives represents the period of time the options are expected to be outstanding after their grant date. The dividend yield is based on the average of the annual dividend divided by the market price of our common stock at the time of declaration. Expected volatility is based on historical volatility of our common stock.

As of October 27, 2012, we have unrecognized compensation expense related to nonvested stock options of approximately $4.3 million which is expected to be recognized over a weighted average period of 2.2 years.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nonvested Deferred Stock Units and Restricted Stock Shares

The following table summarizes deferred stock unit activity for the nine months ended October 27, 2012:

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	539,749		$	28.10
Granted	350,284		39.37
Vested (1)	(383,588	)	28.00
Forfeited	(33,824	)	32.39
Nonvested at October 27, 2012	472,621		$	36.23

(1) Includes 123,566 shares relinquished for tax payments related to vested deferred stock units for the nine months ended October 27, 2012.

The following table summarizes restricted stock activity for the nine months ended October 27, 2012:

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	119,081		$	28.45
Granted	16,415		31.97
Vested	(30,966	)	28.66
Forfeited	—		—
Nonvested at October 27, 2012	104,530		$	28.94

As of October 27, 2012, we have unrecognized compensation expense related to nonvested deferred stock units and shares of restricted stock of approximately $12.2 million, which is expected to be recognized over a weighted average period of 1.3 years.

Employee Stock Purchase Plan

The Employee Stock Discount Plan (“ESDP”) allows employees to authorize after-tax payroll deductions to be used for the purchase of up to 2,137,500 shares of our common stock at 85% of the lesser of the fair market value on the first day of the offering period or the fair market value on the last day of the offering period. We make no contributions to this plan but pay all brokerage, service and other costs incurred. The plan, as amended, allows participants to purchase no more than 125 shares during any calendar quarter.

During the nine months ended October 27, 2012, employees purchased 77,952 shares under the ESDP, which had a weighted-average share price of $24.84 per share. As of October 27, 2012, 875,150 shares were reserved for future issuance under the ESDP.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Goodwill and Other Intangible Assets

Goodwill

Goodwill allocated to the Company’s reportable segments and changes in the net carrying amount of goodwill for the nine months ended October 27, 2012 are as follows (in thousands):

	Retail		Corporate Apparel		Total
Balance at January 28, 2012	$	59,900	$	27,882	$	87,782
Translation adjustment	75		616		691
Balance at October 27, 2012	$	59,975	$	28,498	$	88,473

Goodwill is evaluated for impairment annually as of our fiscal year end. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, new significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations or a significant sustained decline in the market price of our stock. No additional impairment evaluation was considered necessary during the first nine months of 2012.

Intangible Assets

The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands):

	October 27, 2012			October 29, 2011			January 28, 2012

Amortizable intangible assets:
Carrying amount:
Trademarks, tradenames, and other intangibles	$	12,503		$	12,725		$	12,648
Customer relationships	32,893			32,968			32,149
Total carrying amount	45,396			45,693			44,797
Accumulated amortization:
Trademarks, tradenames, and other intangibles	(8,518		)	(8,191		)	(8,339		)
Customer relationships	(6,173		)	(3,414		)	(4,005		)
Total accumulated amortization	(14,691		)	(11,605		)	(12,344		)

Total amortizable intangible assets, net	30,705			34,088			32,453
Infinite-lived intangible assets:
Trademarks	1,287			1,290			1,258
Total intangible assets, net	$	31,992		$	35,378		$	33,711

The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $0.8 million for the three months ended October 27, 2012 and October 29, 2011, respectively. The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $2.4 million and $2.6 million for the nine months ended October 27, 2012 and October 29, 2011, respectively, and approximately $3.4 million for the year ended January 28, 2012. Pretax amortization associated with intangible assets subject to amortization at October 27, 2012 is estimated to be $0.9 million for the remainder of fiscal year 2012, $3.2 million for fiscal year 2013 and $3.1 million for each of the fiscal years 2014, 2015 and 2016.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: Level 1 - observable inputs such as quoted prices in active markets; Level 2 - inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3 - unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

There were no transfers into or out of Level 1 and Level 2 during the three and nine months ended October 27, 2012 or October 29, 2011, respectively, or during the year ended January 28, 2012.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

	Fair Value Measurements at Reporting Date Using
(in thousands)	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
At October 27, 2012-
Assets:
Cash equivalents	$	20,044	$	—	$	—	$	20,044
Derivative financial instruments	$	—	$	—	$	—	$	—
Liabilities:
Derivative financial instruments	$	—	$	318	$	—	$	318

At January 28, 2012-
Assets:
Cash equivalents	$	20,017	$	—	$	—	$	20,017
Derivative financial instruments	$	—	$	14	$	—	$	14
Liabilities:
Derivative financial instruments	$	—	$	142	$	—	$	142

At October 29, 2011-
Assets:
Cash equivalents	$	20,009	$	—	$	—	$	20,009
Derivative financial instruments	$	—	$	264	$	—	$	264
Liabilities:
Derivative financial instruments	$	—	$	32	$	—	$	32

Cash equivalents consist of money market instruments that have original maturities of three months or less. The carrying value of cash equivalents approximates fair value due to the highly liquid and short-term nature of these instruments.

Derivative financial instruments are comprised of foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity’s functional currency. Our derivative financial instruments are recorded in the condensed consolidated balance

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

sheets at fair value based upon observable market inputs. Derivative financial instruments in an asset position are included within other current assets in the condensed consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets. Refer to Note 11 for further information regarding our derivative instruments.

Assets and Liabilities that are Measured at Fair Value on a Non-Recurring Basis

Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. The fair values of long-lived assets held-for-use are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available. We classify these measurements as Level 3 within the fair value hierarchy. For the three and nine months ended October 27, 2012, we recorded charges for the impairment of long-lived assets of $0.2 million and $0.3 million, respectively, which are included within selling, general and administrative (“SG&A”) expenses in our condensed consolidated statement of earnings. The asset impairment charges reduced the carrying amounts of the applicable long-lived assets, primarily leasehold improvements for certain Men’s Wearhouse and Tux stores, to their fair values of zero as of October 27, 2012. For the three and nine months ended October 29, 2011, we recorded charges for the impairment of long-lived assets of $0.7 million and $1.7 million, respectively, which are included within SG&A in our condensed consolidated statement of earnings. The asset impairment charges reduced the carrying amounts of the applicable long-lived assets, primarily leasehold improvements for certain Men’s Wearhouse and Tux stores, to their fair values of $0.4 million as of October 29, 2011.

Fair Value of Financial Instruments

Our financial instruments, other than those presented in the disclosures above, consist of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities. Management estimates that, as of October 27, 2012, October 29, 2011 and January 28, 2012, the carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair value due to the highly liquid or short-term nature of these instruments.

11. Derivative Financial Instruments

We are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs and our operations in foreign countries. In connection with our direct sourcing programs, we may enter into merchandise purchase commitments that are denominated in a currency different from the functional currency of the operating entity. Our risk management policy is to hedge a significant portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts. The Company has not elected to apply hedge accounting to these transactions denominated in a foreign currency.

Our derivative financial instruments are recorded in the condensed consolidated balance sheet at fair value determined by comparing the cost of the foreign currency to be purchased under the contracts using the exchange rates obtained under the contracts (adjusted for forward points) to the hypothetical cost using the spot rate at period end.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The tables below disclose the fair value of the derivative financial instruments included in the condensed consolidated balance sheets as of October 27, 2012, January 28, 2012 and October 29, 2011 (in thousands):

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments:

At October 27, 2012- Foreign exchange forward contracts	Other current assets	$	—	Accrued expenses and other current liabilities	$	318

At January 28, 2012- Foreign exchange forward contracts	Other current assets	$	14	Accrued expenses and other current liabilities	$	142

At October 27, 2011- Foreign exchange forward contracts	Other current assets	$	264	Accrued expenses and other current liabilities	$	32

At October 27, 2012, we had five contracts to purchase euros for an aggregate notional amount of US$0.7 million maturing in various increments at various dates through January 2013, 10 contracts to purchase United States dollars (“USD”) for an aggregate notional amount of Canadian dollars (“CAD”) $4.6 million maturing in various increments at various dates through March 2013 and 15 contracts to purchase USD for an aggregate notional amount of pounds Sterling (“GBP”) £10.9 million maturing in various increments at various dates through March 2013. For the three and nine months ended October 27, 2012, we recognized a net pretax loss of $0.7 million and $0.9 million, respectively, in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as hedging instruments.

At January 28, 2012, we had 10 contracts to purchase euros for an aggregate notional amount of US$1.7 million maturing in various increments at various dates through June 2012, nine contracts to purchase USD for an aggregate notional amount of CAD $5.9 million maturing in various increments at various dates through June 2012 and 22 contracts to purchase USD for an aggregate notional amount of GBP £10.5 million maturing in various increments at various dates through May 2012.

At October 29, 2011, we had five contracts to purchase euros for an aggregate notional amount of US$1.0 million maturing in various increments at various dates through April 2012, two contracts to purchase USD for an aggregate notional amount of CAD $1.1 million maturing in various increments at various dates through December 2011 and 16 contracts to purchase USD for an aggregate notional amount of GBP £5.7 million maturing in various increments at various dates through December 2011. For the three and nine months ended October 29, 2011, we recognized a net pretax gain of $0.7 million and a pretax loss of $0.9 million, respectively, in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as hedging instruments.

We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of October 27, 2012, January 28, 2012 or October 29, 2011, respectively.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12. Segment Reporting

The Company’s operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities.

The retail segment includes the results from our four retail merchandising brands: Men’s Wearhouse, Men’s Wearhouse and Tux, K&G and Moores Clothing for Men (“Moores”). These four brands are operating segments that have been aggregated into the retail reportable segment based on their similar economic characteristics, products, production processes, target customers and distribution methods. MW Cleaners is also aggregated in the retail segment as these operations have not had a significant effect on the revenues or expenses of the Company. Specialty apparel merchandise offered by our four retail merchandising concepts includes suits, suit separates, sport coats, slacks, sportswear, outerwear, dress shirts, shoes and accessories for men. Ladies’ career apparel, sportswear, accessories and shoes and children’s apparel is offered at most of our K&G stores. Tuxedo rentals are offered at our Men’s Wearhouse, Men’s Wearhouse and Tux and Moores retail stores.

The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Twin Hill in the United States and Dimensions and Alexandra in the UK. The two corporate apparel and uniform concepts are operating segments that have been aggregated into the reportable corporate apparel segment based on their similar economic characteristics, products, production processes, target customers and distribution methods. The corporate apparel segment provides corporate clothing uniforms and workwear to workforces.

Operating income is the primary measure of profit we use to make decisions on allocating resources to our operating segments and to assess the operating performance of each operating segment. It is defined as income before interest expense, interest income, income taxes and noncontrolling interest. Corporate expenses and assets are allocated to the retail segment.

Net sales by brand and reportable segment are as follows (in thousands):

	For the Three Months Ended				For the Nine Months Ended
	October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011
Net sales:
MW (1)	$	407,403	$	368,523	$	1,208,384	$	1,130,219
K&G	77,316		80,159		270,403		279,436
Moores	72,316		68,985		206,155		202,492
MW Cleaners	7,006		6,125		20,479		18,390
Total retail segment	564,041		523,792		1,705,421		1,630,537

Twin Hill	8,371		6,865		21,654		18,847
Dimensions and Alexandra (UK)	58,562		53,945		152,775		171,131
Total corporate apparel segment	66,933		60,810		174,429		189,978

Total net sales	$	630,974	$	584,602	$	1,879,850	$	1,820,515

(1) MW includes Men’s Wearhouse and Men’s Wearhouse and Tux stores.

Table of Contents

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table sets forth supplemental products and services sales information for the Company (in thousands):

	For the Three Months Ended				For the Nine Months Ended
	October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011
Net sales:
Men’s tailored clothing product	$	225,428	$	208,955	$	683,372	$	662,691
Men’s non-tailored clothing product	158,313		151,052		491,037		467,742
Ladies’ clothing product	17,951		17,300		60,776		58,924
Total retail clothing product	401,692		377,307		1,235,185		1,189,357

Tuxedo rental services	124,648		112,005		357,261		333,413

Alteration services	30,695		28,355		92,496		89,377
Retail dry cleaning services	7,006		6,125		20,479		18,390
Total alteration and other services	37,701		34,480		112,975		107,767

Corporate apparel clothing product	66,933		60,810		174,429		189,978

Total net sales	$	630,974	$	584,602	$	1,879,850	$	1,820,515

Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands):

	For the Three Months Ended						For the Nine Months Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Operating income (loss):
Retail	$	69,014		$	60,414		$	201,780		$	193,471
Corporate apparel	3,495			(392		)	3,266			(794		)
Operating income	72,509			60,022			205,046			192,677
Interest income	166			112			437			270
Interest expense	(302		)	(396		)	(1,243		)	(1,051		)
Earnings before income taxes	$	72,373		$	59,738		$	204,240		$	191,896

13. Legal Matters

We are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management does not believe that any of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

Table of Contents

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

For supplemental information, it is suggested that “Management’s Discussion and Analysis of Financial Condition and Results of Operations” be read in conjunction with the corresponding section included in our Annual Report on Form 10-K for the year ended January 28, 2012. References herein to years are to our 52-week or 53-week fiscal year which ends on the Saturday nearest January 31 in the following calendar year. For example, references to “2012” mean the 53-week fiscal year ending February 2, 2013.

Our operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities.

The Company conducts its retail segment as a specialty apparel retailer offering suits, suit separates, sport coats, slacks, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo rentals. We offer our products and services through multiple brands and channels including The Men’s Wearhouse, Men’s Wearhouse and Tux, K&G, Moores Clothing for Men (“Moores”) and on the internet at www.menswearhouse.com and www.kgstores.com. Our stores are located throughout the United States and Canada and carry a wide selection of brand name and private label merchandise. In addition, we offer our customers a variety of services, including alterations and our loyalty program, and most of our K&G stores offer ladies’ career apparel, sportswear, accessories and shoes and children’s apparel. MW Cleaners is also aggregated in the retail segment as these operations have not had a significant effect on the revenues or expenses. MW Cleaners conducts retail dry cleaning and laundry operations in the Houston, Texas area.

The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Twin Hill in the United States and by Dimensions (including the Yaffy brand for police uniforms) and Alexandra in the United Kingdom. Refer to Note 12 of Notes to Condensed Consolidated Financial Statements for additional information and disclosures regarding our reportable segments and the discussion included in “Results of Operations” below.

Table of Contents

Overview

We had revenues of $631.0 million, gross margin of $290.7 million and net earnings attributable to common shareholders of $48.8 million for the quarter ended October 27, 2012, compared to revenues of $584.6 million, gross margin of $268.2 million and net earnings attributable to common shareholders of $39.9 million for the quarter ended October 29, 2011. We had revenues of $1,879.9 million, gross margin of $865.0 million and net earnings attributable to common shareholders of $135.1 million for the nine months ended October 27, 2012, compared to revenues of $1,820.5 million, gross margin of $824.0 million and net earnings attributable to common shareholders of $124.4 million for the nine months ended October 29, 2011. We increased our revenues by $46.4 million or 7.9%, our gross margin by $22.5 million or 8.4% and our net earnings attributable to common shareholders by $9.0 million or 22.5% for the third quarter of 2012 as compared to the same prior year period. We increased our revenues by $59.3 million or 3.3%, our gross margin by $41.0 million or 5.0% and our net earnings attributable to common shareholders by $10.7 million or 8.6% for the first nine months of 2012 as compared to the same prior year period.

The following table presents information with respect to retail apparel stores in operation during each of the respective fiscal periods:

	For the Three Months Ended				For the Nine Months Ended				For the Year Ended
	October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011		January 28, 2012

Stores open at beginning of period:	1,153		1,178		1,166		1,192		1,192
Opened	13		8		21		15		25
Closed	(22	)	(11	)	(43	)	(32	)	(51	)
Stores open at end of period	1,144		1,175		1,144		1,175		1,166

Stores open at end of period:
Men’s Wearhouse	625		597		625		597		607
Men’s Wearhouse & Tux	303		361		303		361		343
K&G	98		100		98		100		99
Moores	118		117		118		117		117
	1,144		1,175		1,144		1,175		1,166

During the first nine months of 2012, we opened 21 stores (19 Men’s Wearhouse stores, one K&G store and one Moores store) and closed 43 stores (one Men’s Wearhouse store, two K&G stores and 40 Men’s Wearhouse and Tux stores), of which 26 had reached the end of their lease terms.

Our sales and net earnings are subject to seasonal fluctuations. In most years, a greater portion of our net retail clothing sales have been generated during the fourth quarter of each year when holiday season shopping peaks. In addition, our tuxedo rental revenues are heavily concentrated in the second and third quarters while the fourth quarter is considered the seasonal low point. With respect to corporate apparel sales and operating results, seasonal fluctuations are not significant but customer decisions to rebrand or revise their corporate wear programs can cause significant variations in period results. Because of these fluctuations in our sales, results for any quarter are not necessarily indicative of the results that may be achieved for the full year. Additionally, U.S. and global economic conditions that impact consumer confidence and the level of consumer discretionary spending also impact our operating results.

Table of Contents

Results of Operations

For the Three Months Ended October 27, 2012 compared to the Three Months Ended October 29, 2011

The following table sets forth the Company’s results of operations expressed as a percentage of net sales for the periods indicated:

	For the Three Months Ended(1)
	October 27,		October 29,
	2012		2011
Net sales:
Retail clothing product	63.7	%	64.5	%
Tuxedo rental services	19.8		19.2
Alteration and other services	6.0		5.9
Total retail sales	89.4		89.6
Corporate apparel clothing product sales	10.6		10.4
Total net sales	100.0	%	100.0	%
Cost of sales(2):
Retail clothing product	43.9		42.8
Tuxedo rental services	13.2		14.1
Alteration and other services	74.3		77.3
Occupancy costs	12.6		13.3
Total retail cost of sales	51.8		52.2
Corporate apparel clothing product cost of sales	71.8		70.6
Total cost of sales	53.9		54.1
Gross margin(2):
Retail clothing product	56.1		57.2
Tuxedo rental services	86.8		85.9
Alteration and other services	25.7		22.7
Occupancy costs	(12.6	)	(13.3	)
Total retail gross margin	48.2		47.8
Corporate apparel clothing product gross margin	28.2		29.4
Total gross margin	46.1		45.9
Selling, general and administrative expenses	34.6		35.6
Operating income	11.5		10.3
Interest income	0.0		0.0
Interest expense	(0.0	)	(0.1	)
Earnings before income taxes	11.5		10.2
Provision for income taxes	3.7		3.4
Net earnings including noncontrolling interest	7.8		6.8
Net earnings attributable to noncontrolling interest	0.0		0.0
Net earnings attributable to common shareholders	7.7	%	6.8	%

(1) Percentage line items may not sum to totals due to the effect of rounding.

(2) Calculated as a percentage of related sales.

Table of Contents

Total retail sales increased $40.2 million, or 7.7%, to $564.0 million due mainly to a $24.4 million increase in retail clothing product revenues and a $12.6 million increase in tuxedo rental services revenues. These increases are attributable to the following:

(in millions)			Amount Attributed to
$	30.1		Increase in comparable sales.
6.1			Increase from net sales of stores opened in 2011, relocated stores and expanded stores not yet included in comparable sales.
4.3			Increase in net sales from 21 new stores opened in 2012.
4.0			Increase in e-commerce, alteration and other services sales.
1.1			Increase in net sales resulting from change in U.S./Canadian dollar exchange rate.
(5.4		)	Decrease in net sales resulting from closed stores.
$	40.2		Increase in total retail sales.

Comparable store sales (which are calculated by excluding the net sales of a store for any month of one period if the store was not open throughout the same month of the prior period) increased 9.5% at Men’s Wearhouse/Men’s Wearhouse and Tux, increased 3.0% at Moores and decreased 4.2% at K&G. The increase at Men’s Wearhouse/Men’s Wearhouse and Tux resulted from increased average transactions per store and increased units sold per transaction that more than offset a decrease in average unit retails (net selling prices). The increase at Moores was driven by increased units sold per transaction that more than offset a decrease in average unit retails and a slight decrease in average transactions per store. The decrease at K&G was due to decreased units sold per transaction and decreased average transactions per store that more than offset an increase in average unit retails. Tuxedo rental service revenues increased primarily due to increased unit rental rates and unit rentals.

Total corporate apparel clothing product sales increased $6.1 million to $66.9 million. UK corporate apparel sales increased $4.6 million mainly due to new uniform programs by customers that were delivered in the third quarter of 2012. U.S. corporate apparel sales increased $1.5 million due primarily to increased sales from a large customer program.

The Company’s gross margin was as follows:

	For the Three Months Ended
	October 27,			October 29,
	2012			2011
Gross margin (in thousands)	$	290,697		$	268,169

Gross margin as a percentage of related sales:
Retail gross margin:
Clothing product	56.1		%	57.2		%
Tuxedo rental services	86.8		%	85.9		%
Alteration and other services	25.7		%	22.7		%
Occupancy costs	(12.6		)%	(13.3		)%
Total retail gross margin	48.2		%	47.8		%

Corporate apparel clothing product gross margin	28.2		%	29.4		%

Total gross margin	46.1		%	45.9		%

Buying and distribution costs are included in determining our retail and corporate apparel clothing product gross margins. Our gross margin may not be comparable to other specialty retailers, as some companies exclude costs related to their distribution network from cost of goods sold, while others, like us, include all or a portion of such costs in cost of goods sold and exclude them from selling, general and administrative expenses. Tuxedo distribution costs are not included in determining our tuxedo rental services gross margin but are included in selling, general and administrative expenses.

In the retail segment, total gross margin as a percentage of related sales increased from 47.8% in the third quarter of 2011 to 48.2% in the third quarter of 2012. On an absolute dollar basis, total retail segment gross margin increased $21.6 million or 8.6% from the same prior year quarter to $271.8 million in the third quarter of 2012. Retail clothing product gross margin decreased from 57.2% in the third quarter of 2011 to 56.1% in the third quarter of 2012 due primarily to an increase in promotional events that caused average

Table of Contents

unit retails to decrease and to the flow through of product cost increases, mainly wool and cotton, that occurred in early 2012. On an absolute dollar basis retail clothing product margin increased $9.6 million. Tuxedo rental services margin increased from 85.9% in the third quarter of 2011 to 86.8% in the third quarter of 2012 due mainly to a decrease in per unit rental costs in 2012 that more than offset an increase in royalty expenses. The gross margin for alteration and other services increased from 22.7% in the third quarter of 2011 to 25.7% in the third quarter of 2012 mainly as a result of cost leverage from increased alteration sales at Men’s Wearhouse/Men’s Wearhouse and Tux stores. Occupancy costs as a percentage of retail sales, which is relatively constant on a per store basis and includes store related rent, common area maintenance, utilities, repairs and maintenance, security, property taxes and depreciation, decreased from 13.3% in the third quarter of 2011 to 12.6% in the third quarter of 2012 mainly due to cost leverage from increased retail sales. On an absolute dollar basis, occupancy costs increased $1.8 million primarily due to higher rent and depreciation expense.

In the corporate apparel segment, total gross margin as a percentage of related sales decreased from 29.4% in the third quarter of 2011 to 28.2% in the third quarter of 2012 mainly as a result of sales mix changes. On an absolute dollar basis, corporate apparel gross margin increased $1.0 million as the added margin from increased sales more than offset the impact of sales mix changes.

Selling, general and administrative (“SG&A”) expenses increased to $218.2 million in the third quarter of 2012 from $208.1 million in the third quarter of 2011, an increase of $10.0 million or 4.8%. As a percentage of total net sales, these expenses decreased from 35.6% in the third quarter of 2011 to 34.6% in the third quarter of 2012. The components of this 1.0% net decrease in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:

%		Attributed to
0.3		Increase in advertising expense as a percentage of sales from 3.2% in the third quarter of 2011 to 3.5% in the third quarter of 2012. On an absolute dollar basis, advertising expense increased $3.5 million.
(0.5	)	Decrease in store salaries as a percentage of sales from 12.8% in the third quarter of 2011 to 12.3% in the third quarter of 2012. Store salaries on an absolute dollar basis increased $3.3 million primarily due to increased commissions associated with increased sales and increased store sales support salaries.
(0.8	)	Decrease in other SG&A expenses as a percentage of sales from 19.6% in the third quarter of 2011 to 18.8% in the third quarter of 2012. On an absolute dollar basis, other SG&A expenses increased $3.2 million primarily due to increased payroll-related costs.
(1.0	)%	Total

In the retail segment, SG&A expenses as a percentage of related net sales decreased from 36.2% in the third quarter of 2011 to 36.0% in the third quarter of 2012. On an absolute dollar basis, retail segment SG&A expenses increased $12.9 million primarily due to increased advertising expense, store salaries and payroll-related costs.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales decreased from 30.1% in the third quarter of 2011 to 22.9% in the third quarter of 2012. On an absolute dollar basis, corporate apparel segment SG&A expenses decreased $2.9 million primarily due to reduced UK operating expenses following the consolidation of Dimensions and Alexandra distribution facilities and supporting service functions and the absence in the third quarter of 2012 of $1.0 million in integration costs incurred in the third quarter of 2011 associated with our August 2010 UK acquisitions.

Corporate apparel segment operating income of $3.5 million for the third quarter of 2012 includes $3.7 million of operating income in the UK and $0.2 million of operating losses in the U.S.

Our effective income tax rate was 32.2% for the third quarter of 2012 and 33.2% for the third quarter of 2011. The effective tax rate for the third quarter of 2012 was lower than the statutory U.S. federal rate of 35% due to the favorable tax rate effects from lower foreign statutory tax rates imposed on our foreign operations, benefits from the conclusion of various income tax audits and recognition of previously unrecognized tax benefits and related accrued interest from expirations of statutes of limitations, partially offset by the unfavorable tax rate effect of state income taxes. The effective tax rate for the third quarter of 2011 was lower than the statutory U.S. federal rate of 35% due to the favorable tax rate effects from lower foreign statutory tax rates imposed on our foreign operations and recognition of previously unrecognized tax benefits and related accrued interest from expirations of statutes of limitations, partially offset by the unfavorable tax rate effect of state income taxes.

Table of Contents

These factors resulted in net earnings attributable to common shareholders of $48.8 million or 7.7% of net sales for the third quarter of 2012, compared with net earnings of $39.9 million or 6.8% of net sales for the third quarter of 2011.

For the Nine Months Ended October 27, 2012 compared to the Nine Months Ended October 29, 2011

The following table sets forth the Company’s results of operations expressed as a percentage of net sales for the periods indicated:

	For the Nine Months Ended(1)
	October 27,		October 29,
	2012		2011
Net sales:
Retail clothing product	65.7		65.3
Tuxedo rental services	19.0		18.3
Alteration and other services	6.0		5.9
Total retail sales	90.7		89.6
Corporate apparel clothing product sales	9.3		10.4
Total net sales	100.0	%	100.0	%
Cost of sales(2):
Retail clothing product	44.5		44.4
Tuxedo rental services	13.6		13.7
Alteration and other services	74.1		74.6
Occupancy costs	12.3		12.6
Total retail cost of sales	52.2		52.7
Corporate apparel clothing product cost of sales	71.1		72.3
Total cost of sales	54.0		54.7
Gross margin(2):
Retail clothing product	55.5		55.6
Tuxedo rental services	86.4		86.3
Alteration and other services	25.9		25.4
Occupancy costs	(12.3	)	(12.6	)
Total retail gross margin	47.8		47.3
Corporate apparel clothing product gross margin	28.9		27.7
Total gross margin	46.0		45.3
Selling, general and administrative expenses	35.1		34.7
Operating income	10.9		10.6
Interest income	0.0		0.0
Interest expense	(0.1	)	(0.1	)
Earnings before income taxes	10.9		10.5
Provision for income taxes	3.7		3.7
Net earnings including noncontrolling interest	7.2		6.8
Net (earnings) loss attributable to noncontrolling interest	0.0		0.0
Net earnings attributable to common shareholders	7.2	%	6.8	%

(1) Percentage line items may not sum to totals due to the effect of rounding.

(2) Calculated as a percentage of related sales.

Table of Contents

Total retail sales increased $74.9 million, or 4.6%, to $1,705.4 million due mainly to a $45.8 million increase in retail clothing product revenues and a $23.8 million increase in tuxedo rental services revenues. These increases are attributable to the following:

(in millions)			Amount Attributed to
$	57.0		Increase in comparable sales.
22.9			Increase from net sales of stores opened in 2011, relocated stores and expanded stores not yet included in comparable sales.
7.9			Increase in net sales from 21 new stores opened in 2012.
7.6			Increase in e-commerce, alteration and other services sales.
(16.6		)	Decrease in net sales resulting from closed stores.
(3.9		)	Decrease in net sales resulting from change in U.S./Canadian dollar exchange rate.
$	74.9		Increase in total retail sales.

Comparable store sales increased 5.9% at Men’s Wearhouse/Men’s Wearhouse and Tux, increased 3.9% at Moores and decreased 3.8% at K&G. The increase at Men’s Wearhouse/Men’s Wearhouse and Tux resulted primarily from increased average unit retails (net selling prices) accompanied by slight increases in average transactions per store and units sold per transaction. The increase at Moores was driven by increased units sold per transaction and increased average unit retails that more than offset a decrease in average transactions per store. The decrease at K&G was due to decreased average unit retails and decreased units sold per transaction that more than offset a slight increase in average transactions per store. Tuxedo rental service revenues increased primarily due to increased unit rentals and unit rental rates as well as increased sales of tuxedo accessories.

Total corporate apparel clothing product sales decreased $15.5 million to $174.4 million. UK corporate apparel sales decreased $18.4 million due mainly to a lower level of customer directed new uniform rollouts in fiscal 2012 as compared to fiscal 2011, which included the largest single customer rollout in Dimensions’ operating history. U.S. corporate apparel sales increased $2.8 million due primarily to increased sales from a large customer program.

The Company’s gross margin was as follows:

	For the Nine Months Ended
	October 27,			October 29,
	2012			2011
Gross margin (in thousands)	$	865,003		$	824,047

Gross margin as a percentage of related sales:
Retail gross margin:
Clothing product	55.5		%	55.6		%
Tuxedo rental services	86.4		%	86.3		%
Alteration and other services	25.9		%	25.4		%
Occupancy costs	(12.3		)%	(12.6		)%
Total retail gross margin	47.8		%	47.3		%

Corporate apparel clothing product gross margin	28.9		%	27.7		%

Total gross margin	46.0		%	45.3		%

In the retail segment, total gross margin as a percentage of related sales increased from 47.3% in the first nine months of 2011 to 47.8% in the first nine months of 2012. On an absolute dollar basis total retail segment gross margin increased $43.1 million or 5.6% from the same prior year period to $814.6 million in the first nine months of 2012. Retail clothing product gross margin decreased slightly from 55.6% in the first nine months of 2011 to 55.5% in the first nine months of 2012. On an absolute dollar basis retail clothing product margin increased $24.6 million. The tuxedo rental services gross margin increased slightly from 86.3% in the first

Table of Contents

nine months of 2011 to 86.4% in the first nine months of 2012 primarily due to a decrease in per unit rental costs in 2012 offset by increased royalty expenses. The gross margin for alteration and other services increased from 25.4% to 25.9% mainly as a result of increased sales at Men’s Wearhouse/Men’s Wearhouse and Tux stores. Occupancy costs as a percentage of retail sales, which is relatively constant on a per store basis and includes store related rent, common area maintenance, utilities, repairs and maintenance, security, property taxes and depreciation, decreased from 12.6% in the first nine months of 2011 to 12.3% in the first nine months of 2012 mainly due to cost leverage from increased retail sales. On an absolute dollar basis, occupancy costs increased $4.3 million primarily due to higher rent and depreciation expense.

In the corporate apparel segment, total gross margin as a percentage of related sales increased from 27.7% in the first nine months of 2011 to 28.9% in the first nine months of 2012 mainly as a result of cost synergies following the consolidation of Dimensions and Alexandra distribution facilities and supporting service functions and changes in the sales mix. On an absolute dollar basis, corporate apparel gross margin decreased $2.1 million as the impact of decreased sales more than offset the cost synergies and sales mix changes.

SG&A increased to $660.0 million in the first nine months of 2012 from $631.4 million in the first nine months of 2011, an increase of $28.6 million or 4.5%. As a percentage of total net sales, these expenses increased from 34.7% in the first nine months of 2011 to 35.1% in the first nine months of 2012. The components of this 0.4% net increase in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:

%		Attributed to
0.4		Increase in advertising expense as a percentage of sales from 3.2% in the first nine months of 2011 to 3.6% in the first nine months of 2012. On an absolute dollar basis, advertising expense increased $9.5 million.
0.1		Increase in store salaries as a percentage of sales from 12.4% in the first nine months of 2011 to 12.5% in the first nine months of 2012. Store salaries on an absolute dollar basis increased $8.3 million primarily due to increased commissions associated with increased sales and increased store sales support salaries.
(0.1	)	Decrease in other SG&A expenses as a percentage of sales from 19.1% in the first nine months of 2011 to 19.0% in the first nine months of 2012. On an absolute dollar basis, other SG&A expenses increased $10.8 million primarily due to increased payroll-related costs.
0.4	%	Total

In the retail segment, SG&A expenses as a percentage of related net sales increased from 35.5% in the first nine months of 2011 to 35.9% in the first nine months of 2012. On an absolute dollar basis, retail segment SG&A expenses increased $34.7 million primarily due to increased advertising expense, store salaries and payroll-related costs, offset partially by a reduction in non-cash asset impairment charges of $1.4 million.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales decreased from 28.1% in the first nine months of 2011 to 27.1% in the first nine months of 2012. On an absolute dollar basis, corporate apparel segment SG&A expenses decreased $6.1 million primarily due to reduced UK operating expenses following the consolidation of Dimensions and Alexandra distribution facilities and supporting service functions and the absence in the first nine months of 2012 of $2.5 million in integration costs incurred in the first nine months of 2011 associated with our August 2010 UK acquisitions.

Corporate apparel segment operating income of $3.3 million for the first nine months of 2012 includes $4.5 million of operating income in the UK and $1.2 million of operating losses in the U.S.

Our effective income tax rate was 33.8% for the first nine months of 2012 and 35.2% for the first nine months of 2011. The effective tax rate for the first nine months of 2012 was lower than the statutory U.S. federal rate of 35% due to the favorable tax rate effects from lower foreign statutory tax rates imposed on our foreign operations, benefits from the conclusion of various income tax audits and recognition of previously unrecognized tax benefits and related accrued interest from expirations of statutes of limitations, partially offset by the unfavorable tax rate effect of state income taxes. The effective tax rate for the first nine months of 2011 was higher than the statutory U.S. federal rate of 35% due mainly to state income taxes, partially offset by the favorable tax rate effects from lower foreign statutory tax rates imposed on our foreign operations and recognition of previously unrecognized tax benefits and related accrued interest from expirations of statutes of limitations.

Table of Contents

These factors resulted in net earnings attributable to common shareholders of $135.1 million or 7.2% of net sales for the first nine months of 2012, compared with net earnings of $124.4 million or 6.8% of net sales for the first nine months of 2011.

Liquidity and Capital Resources

At October 27, 2012, January 28, 2012 and October 29, 2011, cash and cash equivalents totaled $138.0 million, $125.3 million and $138.5 million, respectively. We had working capital of $588.6 million, $544.1 million and $557.8 million at October 27, 2012, January 28, 2012 and October 29, 2011, respectively. Our primary sources of working capital are cash flows from operations and available borrowings under our Credit Agreement (as defined below). The $44.5 million increase in working capital at October 27, 2012 compared to January 28, 2012 resulted mainly from net earnings adjusted for non-cash charges, increased accounts receivables and increased inventories, which more than offset an increase in accounts payable and purchases of shares of common stock made during the first nine months of 2012.

Credit Facilities

Table of Contents

Cash flow activities

Operating activities — Our primary source of operating cash flow is from sales to our customers. Our primary uses of cash include clothing product inventory and tuxedo rental product purchases, personnel related expenses, occupancy costs, advertising costs and income tax payments. Our operating activities provided net cash of $166.5 million in the first nine months of 2012, due mainly to net earnings, adjusted for non-cash charges, and an increase in accounts payable, accrued expenses and other current liabilities, offset by increases in accounts receivable, inventories and tuxedo rental product.

· The increase in accounts payable, accrued expenses and other current liabilities was primarily due to the timing of vendor payments for inventory and tuxedo product purchases.

· The increase in accounts receivable was primarily due to increased UK sales during the September/October 2012 period as compared to the December 2011/January 2012 period when sales were lower than usual due to Dimensions and Alexandra integration activities during those months.

· Inventories increased primarily due to retail sales increases, inventory builds for seasonal fourth quarter retail sales and corporate apparel product builds for scheduled fourth quarter rollouts of customer uniform programs.

· Tuxedo rental product increased from purchases of new product offerings and replenishment product to support the continued growth of our tuxedo rental business.

During the first nine months of 2011, our operating activities provided net cash of $147.5 million, due mainly to net earnings, adjusted for non-cash charges, increases in income taxes payable, accounts payable, accrued expenses and other current liabilities and a decrease in other assets, offset by increases in inventories and tuxedo rental product.

· Inventories increased primarily due to increased retail sales, inventory builds for seasonal fourth quarter retail sales and replenishment of comparatively oversold inventory levels at the end of 2010 following the third quarter 2010 introduction of a more aggressive promotional cadence.

· Tuxedo rental product increased to support the continued growth of our tuxedo rental business and to replenish retired rental product.

· The increase in accounts payable, accrued expenses and other current liabilities was primarily due to the timing of vendor payments for inventory and tuxedo product purchases.

· The decrease in other assets and the increase in income taxes payable were due to the timing and amounts of required tax payments.

Investing activities — Our cash outflows from investing activities are primarily for capital expenditures. During the first nine months of 2012 and 2011, our investing activities used net cash of $90.1 million and $66.9 million, respectively, primarily for capital expenditures. Our capital expenditures relate to costs incurred for stores opened, remodeled or relocated during the period or under construction at the end of the period, office and distribution facility additions and infrastructure technology investments.

Financing activities — Our cash outflows from financing activities consist primarily of cash dividend payments and repurchases of common stock, while cash inflows from financing activities consist primarily of proceeds from the issuance of common stock. During the first nine months of 2012, our financing activities used net cash of $63.9 million due mainly to the repurchase of common stock of $41.3 million and cash dividends paid of $27.8 million, offset by $6.9 million proceeds from the issuance of common stock. Our financing activities used net cash of $78.2 million for the first nine months of 2011, due mainly to the repurchase of common stock of $64.0 million and cash dividends paid of $18.9 million, offset by $6.0 million proceeds from the issuance of common stock.

Share repurchase program — We repurchase shares of our common stock primarily through open market transactions under a $150.0 million share repurchase program authorized by our Board of Directors in January 2011.

Table of Contents

The following table summarizes our common stock repurchases (in thousands, except share data and average price per share):

	For the Nine Months Ended
	October 27, 2012		October 29, 2011

Shares repurchased	1,128,525		2,239,472
Total costs	$	41,296	$	63,988
Average price per share	$	36.59	$	27.47

Dividends — Cash dividends paid were approximately $27.8 million and $18.9 million for the nine months ended October 27, 2012 and October 29, 2011, respectively.

In September 2012, our Board of Directors declared a quarterly cash dividend of $0.18 per share payable on December 21, 2012 to shareholders of record at close of business on December 11, 2012. The dividend payout is estimated to be approximately $9.2 million and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheet as of October 27, 2012.

Future cash flow

Our primary uses of cash are to finance working capital requirements of our operations. In addition, we will use cash to fund capital expenditures, income tax and dividend payments, operating leases and various other commitments and obligations, as they arise.

Capital expenditures are anticipated to be in the range of $125.0 to $130.0 million for 2012. This amount includes the anticipated costs of opening approximately 34 new Men’s Wearhouse stores, three new Moores stores and one new K&G store in 2012. This amount also includes the $13.4 million purchase, completed in June 2012, of approximately 7.7 acres with three buildings (total square footage 115,737) in Fremont, California to be utilized for offices as we consolidate our California office locations. The balance of the capital expenditures for 2012 will be used for telecommunications, point-of-sale and other computer equipment and systems, store relocations, remodeling and expansion, distribution and office facilities and investment in other corporate assets. The actual amount of future capital expenditures will depend in part on the number of new stores opened and the terms on which new stores are leased, as well as on industry trends consistent with our anticipated operating plans.

Current domestic and global economic conditions, including unemployment levels, public sector spending and credit market constraints, could negatively affect our future operating results as well as our existing cash and cash equivalents balances. In addition, conditions in the financial markets could limit our access to additional capital resources, if needed, and could increase associated costs. We believe, based on our current business plan, that our existing cash and cash flows from operations will be sufficient to fund our planned store openings, relocations and remodelings, other capital expenditures and operating cash requirements, and that we will be able to maintain compliance with the covenants in our Credit Agreement for at least the next 12 months. Borrowings available under our Credit Agreement were $177.1 million as of October 27, 2012.

We are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs and our operations in foreign countries. In connection with our direct sourcing programs, we may enter into merchandise purchase commitments that are denominated in a currency different from the functional currency of the operating entity. Our risk management policy is to hedge a significant portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts. As these foreign exchange forward contracts are with three financial institutions, we are exposed to credit risk in the event of nonperformance by these parties. However, due to the creditworthiness of these major financial institutions, full performance is anticipated.

Table of Contents

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements requires the appropriate application of accounting policies in accordance with generally accepted accounting principles. In many instances, this also requires management to make estimates and assumptions about future events that affect the amounts and disclosures included in our financial statements. We base our estimates on historical experience and various assumptions that we believe are reasonable under our current business model. However, because future events and conditions and their effects cannot be determined with certainty, actual results will differ from our estimates and such differences could be material to our financial statements. There have been no significant changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012.

Table of Contents

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in foreign currency exchange rates and changes in interest rates. There have been no material changes to our market risks as disclosed in our Annual Report on Form 10-K for the year ended January 28, 2012. Refer to Notes 10 and 11 of Notes to Condensed Consolidated Financial Statements contained herein for disclosures on our investments and derivative financial instruments and Note 3 of Notes to Condensed Consolidated Financial Statements contained herein for disclosures regarding our Credit Agreement.

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended October 27, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

ITEM 1A — RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Item 1A contained in Part I of our Annual Report on Form 10-K for the fiscal year ended January 28, 2012.

Table of Contents

ITEM 6 - EXHIBITS

(a) Exhibits.

Exhibit Number		Exhibit Index

31.1	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
31.2	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
32.1	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
32.2	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
101.1	—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the three and nine months ended October 27, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Other Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, The Men’s Wearhouse, Inc., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: December 6, 2012		THE MEN’S WEARHOUSE, INC.


	By:	/s/ DIANA M. WILSON
		Diana M. Wilson
		Executive Vice President, Interim Chief Financial Officer, Treasurer and Principal Financial Officer

Table of Contents

EXHIBIT INDEX

Exhibit Number		Exhibit Index

31.1	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
31.2	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
32.1	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
32.2	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
101.1	—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the three and nine months ended October 27, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.