UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

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

Commission file number 1-16097

THE MEN’S WEARHOUSE, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas (State or Other Jurisdiction of Incorporation or Organization)		74-1790172 (I.R.S. Employer Identification Number)
6380 Rogerdale Houston, Texas (Address of Principal Executive Offices)		77072-1624 (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 þ. 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 þ. 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 þ		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 þ.

     The number of shares of common stock of the Registrant, par value $.01 per share, outstanding at September 2, 2011 was 51,191,007 excluding 20,447,822 shares classified as Treasury Stock.

 

 

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 July 30, 2011 (unaudited), July 31, 2010 (unaudited) and January 29, 2011			2
Condensed Consolidated Statements of Earnings for the Three and Six Months Ended July 30, 2011 (unaudited) and July 31, 2010 (unaudited)			3
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended July 30, 2011 (unaudited) and July 31, 2010 (unaudited)			4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 30, 2011 (unaudited) and July 31, 2010 (unaudited)			5
Notes to Condensed Consolidated Financial Statements (unaudited)			6
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3 — Quantitative and Qualitative Disclosures about Market Risk			35
Item 4 — Controls and Procedures			35
PART II — Other Information
Item 1 — Legal Proceedings			36
Item 1A — Risk Factors			36
Item 6 — Exhibits			37
SIGNATURES			37
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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 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 other sections of our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and the Securities Act of 1933.

     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 practices 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” in our Annual Report on Form 10-K for the year ended January 29, 2011 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

     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. 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 six months ended July 30, 2011 and July 31, 2010.

     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 29, 2011 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.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

		July 30,				July 31,				January 29,
		2011				2010				2011
		(Unaudited)				(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	162,301			$	281,500			$	136,371
Accounts receivable, net			65,289				19,066				60,607
Inventories			547,899				420,386				486,499
Other current assets			66,087				60,195				80,531
Total current assets			841,576				781,147				764,008
PROPERTY AND EQUIPMENT, net			337,517				333,133				332,611
TUXEDO RENTAL PRODUCT, net			88,786				91,690				89,465
GOODWILL			90,251				60,449				87,994
INTANGIBLE ASSETS, net			36,839				2,504				37,348
OTHER ASSETS			10,424				20,346				8,892
TOTAL ASSETS		$	1,405,393			$	1,289,269			$	1,320,318
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable		$	130,068			$	82,163			$	123,881
Accrued expenses and other current liabilities			151,754				129,971				139,640
Income taxes payable			23,994				7,589				3,135
Current maturities of long-term debt			—				45,226				—
Total current liabilities			305,816				264,949				266,656
DEFERRED TAXES AND OTHER LIABILITIES			71,864				64,402				69,809
Total liabilities			377,680				329,351				336,465
COMMITMENTS AND CONTINGENCIES (Note 4 and Note 14)
EQUITY:
Preferred stock			—				—				—
Common stock			715				708				710
Capital in excess of par			351,181				332,677				341,663
Retained earnings			1,074,942				1,002,995				1,002,975
Accumulated other comprehensive income			49,327				36,308				38,366
Treasury stock, at cost			(461,760	)			(412,770	)			(412,761	)
Total equity attributable to common shareholders			1,014,405				959,918				970,953
Noncontrolling interest			13,308				—				12,900
Total equity			1,027,713				959,918				983,853
TOTAL LIABILITIES AND EQUITY		$	1,405,393			$	1,289,269			$	1,320,318

See Notes to Condensed Consolidated Financial Statements.

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 Six Months Ended
		July 30,				July 31,				July 30,				July 31,
		2011				2010				2011				2010
Net sales:
Retail clothing product		$	401,789			$	357,599			$	812,050			$	722,289
Tuxedo rental services			148,267				142,462				221,408				214,616
Alteration and other services			35,978				32,299				73,287				65,240
Total retail sales			586,034				532,360				1,106,745				1,002,145
Corporate apparel clothing product sales			69,495				4,629				129,168				8,310
Total net sales			655,529				536,989				1,235,913				1,010,455
Cost of sales:
Retail clothing product			178,896				157,092				366,269				321,682
Tuxedo rental services			20,162				22,036				29,969				33,362
Alteration and other services			27,382				24,446				53,683				48,510
Occupancy costs			68,410				69,803				135,581				139,494
Total retail cost of sales			294,850				273,377				585,502				543,048
Corporate apparel clothing product cost of sales			51,434				3,340				94,533				6,132
Total cost of sales			346,284				276,717				680,035				549,180
Gross margin:
Retail clothing product			222,893				200,507				445,781				400,607
Tuxedo rental services			128,105				120,426				191,439				181,254
Alteration and other services			8,596				7,853				19,604				16,730
Occupancy costs			(68,410	)			(69,803	)			(135,581	)			(139,494	)
Total retail gross margin			291,184				258,983				521,243				459,097
Corporate apparel clothing product gross margin			18,061				1,289				34,635				2,178
Total gross margin			309,245				260,272				555,878				461,275
Selling, general and administrative expenses			220,227				191,168				423,223				370,818
Operating income			89,018				69,104				132,655				90,457
Interest income			114				46				158				80
Interest expense			(343	)			(321	)			(655	)			(580	)
Earnings before income taxes			88,789				68,829				132,158				89,957
Provision for income taxes			31,519				25,867				47,696				33,433
Net earnings including noncontrolling interest			57,270				42,962				84,462				56,524
Net (earnings) loss attributable to noncontrolling interest			(192	)			—				41				—
Net earnings attributable to common shareholders		$	57,078			$	42,962			$	84,503			$	56,524
Net earnings per common share attributable to common shareholders (Note 3):
Basic		$	1.09			$	0.81			$	1.62			$	1.07
Diluted		$	1.09			$	0.81			$	1.61			$	1.06
Weighted average common shares outstanding (Note 3):
Basic			51,489				52,648				51,703				52,533
Diluted			51,792				52,806				51,994				52,717
Cash dividends declared per common share		$	0.12			$	0.09			$	0.24			$	0.18

See Notes to Condensed Consolidated Financial Statements.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

		For the Three Months Ended								For the Six Months Ended
		July 30,				July 31,				July 30,				July 31,
		2011				2010				2011				2010
Net earnings including noncontrolling interest		$	57,270			$	42,962			$	84,462			$	56,524
Change in derivative fair values, net of tax			—				94				—				94
Currency translation adjustments, net of tax			(3,697	)			(1,090	)			11,410				3,677
Total comprehensive income including noncontrolling interest			53,573				41,966				95,872				60,295
Less comprehensive income attributable to noncontrolling interest:
Net (earnings) loss			(192	)			—				41				—
Currency translation adjustments, net of tax			231				—				(449	)			—
Amounts attributable to noncontrolling interest			39				—				(408	)			—
Comprehensive income attributable to common shareholders		$	53,612			$	41,966			$	95,464			$	60,295

See Notes to Condensed Consolidated Financial Statements.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

		For the Six Months Ended
		July 30,				July 31,
		2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including noncontrolling interest		$	84,462			$	56,524
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			37,805				36,885
Tuxedo rental product amortization			17,076				20,812
Loss on disposition of assets			666				209
Asset impairment charges			1,030				162
Deferred rent expense			863				1,681
Share-based compensation			6,500				5,723
Excess tax benefits from share-based plans			(1,386	)			(780	)
Deferred tax provision			2,078				4,182
Increase in accounts receivable			(3,065	)			(2,263	)
(Increase) decrease in inventories			(56,133	)			16,545
Increase in tuxedo rental product			(15,538	)			(9,276	)
Decrease in other assets			11,055				1,971
Increase in accounts payable, accrued expenses and other current liabilities			14,316				13,485
Increase (decrease) in income taxes payable			22,434				(15,402	)
Decrease in other liabilities			(147	)			(170	)
Net cash provided by operating activities			122,016				130,288
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(38,258	)			(25,865	)
Proceeds from sales of property and equipment			51				23
Net cash used in investing activities			(38,207	)			(25,842	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock			4,552				1,321
Cash dividends paid			(12,671	)			(9,535	)
Tax payments related to vested deferred stock units			(2,955	)			(2,656	)
Excess tax benefits from share-based plans			1,386				780
Purchase of treasury stock			(48,999	)			(144	)
Net cash used in financing activities			(58,687	)			(10,234	)
Effect of exchange rate changes			808				1,270
INCREASE IN CASH AND CASH EQUIVALENTS			25,930				95,482
Balance at beginning of period			136,371				186,018
Balance at end of period		$	162,301			$	281,500

See Notes to Condensed Consolidated Financial Statements.

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 29, 2011.

     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.

     On August 6, 2010, we acquired Dimensions Clothing Limited (“Dimensions”) and certain assets of Alexandra plc (“Alexandra”), two leading providers of corporate clothing uniforms and workwear in the United Kingdom (refer to Note 2 for further details regarding the acquisitions). As a result of these acquisitions, in the third quarter of fiscal 2010, the Company revised its segment reporting to reflect two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. Prior to these acquisitions our corporate apparel business did not have a significant effect on the revenues or expenses of the Company and we reported our business as one operating segment. Prior period amounts reported as one operating segment have been revised to conform with our new segment reporting structure. Refer to Note 13 for further segment information.

     Recent Accounting Pronouncements — In June 2011, the Financial Accounting Standards Board (“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. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. 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. The guidance will be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this update will only impact the presentation of comprehensive income in our condensed consolidated financial statements.

     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. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is not permitted. We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

     In January 2010, the FASB issued authoritative guidance that expands the required disclosures about fair value measurements. This guidance provides for new disclosures requiring the Company to (a) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (b) present separately information about purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements. This guidance also provides clarification of existing disclosures requiring the Company to (i) determine each class of assets and liabilities based on the nature and risks of the investments rather

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

than by major security type and (ii) for each class of assets and liabilities, disclose the valuation techniques and inputs used to measure fair value for both Level 2 and Level 3 fair value measurements. We adopted this guidance at the beginning of our 2010 fiscal year, except for the presentation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements, which we adopted at the beginning of our 2011 fiscal year. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

     In December 2010, the FASB updated the disclosures of supplementary pro forma information for business combinations. This update specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This amendment also expands the supplemental pro forma disclosures related to business combinations to include a description of the nature and amount of material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This update is effective prospectively for business combinations for which the acquisition date is on or after the beginning of our 2011 fiscal year and is not expected to have a material impact on our financial position, results of operations or cash flows.

     In December 2010, the FASB issued guidance to clarify when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This update modifies step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts, requiring the entity to assess whether it is more likely than not that the reporting units’ goodwill is impaired in order to determine if the entity should perform step 2 of the goodwill impairment test for those reporting unit(s). The adoption of this update at the beginning of our 2011 fiscal year did not have a material impact on our financial position, results of operations or cash flows.

2. Acquisitions

     On August 6, 2010, we acquired Dimensions and certain assets of Alexandra, two leading providers of corporate clothing uniforms and workwear in the United Kingdom (“UK”), to expand our corporate apparel operations. The results of operations for Dimensions and Alexandra have been included in the condensed consolidated financial statements since that date. The acquired businesses are organized under a UK-based holding company, of which the Company controls 86% and certain previous shareholders of Dimensions control 14%. The Company has the right to acquire the remaining outstanding shares of the UK-based holding company after fiscal 2013 on terms set forth in the Investment, Shareholders’ and Stock Purchase Agreement.

     The acquisition-date cash consideration transferred for the Dimensions and Alexandra acquisitions was $79.8 million and $18.0 million, respectively, totaling $97.8 million (£61 million), and was funded through the Company’s cash on hand.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed in the Dimensions and Alexandra acquisitions as of the date of acquisition (in thousands).

		As of August 6, 2010
		Dimensions				Alexandra				Total
Current non-cash assets		$	25,515			$	—			$	25,515
Inventory			48,340				16,980				65,320
Property and equipment			5,374				283				5,657
Intangible assets			35,474				1,501				36,975
Total identifiable assets acquired			114,703				18,764				133,467
Current liabilities			40,590				279				40,869
Other liabilities			8,273				—				8,273
Total liabilities assumed			48,863				279				49,142
Net identifiable assets acquired			65,840				18,485				84,325
Goodwill			26,989				—				26,989
Subtotal			92,829				18,485				111,314
Less: Fair value of noncontrolling interest			(13,004	)			—				(13,004	)
Less: Gain on bargain purchase			—				(524	)			(524	)
Net assets acquired		$	79,825			$	17,961			$	97,786

     Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Dimensions. All of the goodwill has been assigned to our corporate apparel reporting segment and is non-deductible for tax purposes.

     Acquired intangible assets for both acquisitions consist primarily of customer relationship intangibles and trademarks, which are being amortized over their estimated useful lives of primarily 12 years. Acquired intangible assets also include $1.3 million related to certain trademarks of Alexandra which are not subject to amortization but will be evaluated at least annually for impairment.

     In connection with the Alexandra acquisition, we recognized a gain on a bargain purchase of approximately $0.5 million in fiscal 2010. The transaction resulted in a bargain purchase because the previous UK business of Alexandra plc was in administration (similar to bankruptcy) and was being sold through a bidding process.

     The $13.0 million noncontrolling interest fair value as of the August 6, 2010 acquisition date was determined based upon the $79.8 million fair value of consideration transferred to acquire our 86% interest in the UK businesses.

     Total integration costs incurred for the acquisitions of Dimensions and Alexandra were $0.7 million and $1.4 for the three and six months ended July 30, 2011, respectively, and are included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings.

     For the three months ended July 30, 2011, the acquired businesses contributed net sales of $63.2 million, gross margin of $16.6 million and net earnings, including the pretax $0.7 million in integration costs, of $1.1 million to the Company’s condensed consolidated net earnings attributable to common shareholders. For the six months ended July 30, 2011, the acquired businesses contributed net sales of $117.2 million, gross margin of $31.5 million and net earnings, including the pretax $1.4 million in integration costs, of $1.2 million to the Company’s condensed consolidated net earnings attributable to common shareholders.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Dimensions had occurred on February 1, 2009, after giving effect to certain purchase accounting adjustments (in thousands, except per share data). The acquisition of Alexandra was not material to the Company’s financial position or results of operations, therefore pro forma operating results for Alexandra have not been included below.

		For the Three				For the Six
		Months Ended				Months Ended
		July 31, 2010				July 31, 2010
Total net sales		$	567,470			$	1,070,439
Net earnings attributable to common shareholders		$	46,382			$	60,243
Net earnings per common share attributable to common shareholders:
Basic		$	0.87			$	1.14
Diluted		$	0.87			$	1.13

     This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Dimensions acquisition occurred on the dates indicated above or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings.

     Subsequent to completion of the acquisitions, Alexandra operations were extended to The Netherlands and France through newly formed subsidiaries during the fourth quarter of fiscal 2010. These subsidiaries did not have a material impact on our financial position, results of operations or cash flows as of and for the three and six months ended July 30, 2011.

3. Earnings per Share

     We calculate earnings per common share attributable to common shareholders using the two-class method in accordance with the guidance for determination of whether instruments granted in share-based payment transactions are participating securities. Our unvested restricted stock and deferred stock units contain rights to receive nonforfeitable dividends or dividend equivalents, respectively, and thus are participating securities requiring the two-class method of computing earnings per common share attributable to common shareholders. The two-class method is an earnings allocation formula that determines earnings per common share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings.

     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 MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     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								For the Six Months
		Ended								Ended
		July 30,				July 31,				July 30,				July 31,
		2011				2010				2011				2010
Numerator
Total net earnings attributable to common shareholders		$	57,078			$	42,962			$	84,503			$	56,524
Net earnings allocated to participating securities (restricted stock and deferred stock units)			(711	)			(402	)			(978	)			(521	)
Net earnings attributable to common shareholders		$	56,367			$	42,560			$	83,525			$	56,003
Denominator
Basic weighted average common shares outstanding			51,489				52,648				51,703				52,533
Effect of dilutive securities:
Stock options and equity-based compensation			303				158				291				184
Diluted weighted average common shares outstanding			51,792				52,806				51,994				52,717
Net earnings per common share attributable to common shareholders:
Basic		$	1.09			$	0.81			$	1.62			$	1.07
Diluted		$	1.09			$	0.81			$	1.61			$	1.06

     For the three and six months ended July 30, 2011, 0.3 million and 0.4 million anti-dilutive stock options were excluded from the calculation of diluted earnings per common share, respectively. For the three and six months ended July 31, 2010, 1.0 million and 0.9 million anti-dilutive stock options were excluded from the calculation of diluted earnings per common share, respectively.

4. Debt

     On January 26, 2011, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with a group of banks to amend and restate our then existing credit facility, which provided the Company with a revolving credit facility, scheduled to mature on February 11, 2012, as well as a term loan to our Canadian subsidiaries, which was scheduled to mature on February 10, 2011. The term loan outstanding balance of US$46.7 million was paid in full during the fourth quarter of fiscal 2010.

     The Credit Agreement 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 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 July 30, 2011, there were no borrowings outstanding under the Credit Agreement.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     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 July 30, 2011.

     We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At July 30, 2011, letters of credit totaling approximately $24.3 million were issued and outstanding. Borrowings available under our Credit Agreement at July 30, 2011 were $175.7 million.

5. Supplemental Cash Flows

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

		For the Six Months Ended
		July 30,				July 31,
		2011				2010
Cash paid during the six months for:
Interest		$	414			$	480
Income taxes, net		$	10,512			$	44,081
Schedule of noncash investing and financing activities:
Tax benefit related to share-based plans		$	1,426			$	550
Cash dividends declared		$	6,261			$	4,779

     We had unpaid capital expenditure purchases accrued in accounts payable, accrued expenses and other current liabilities of approximately $8.1 million and $3.1 million at July 30, 2011 and July 31, 2010, 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.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

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

			0000000000				0000000000				0000000000
		July 30,				July 31,				January 29,
		2011				2010				2011
Prepaid expenses		$	31,212			$	29,695			$	31,009
Current deferred tax asset			28,551				25,378				32,151
Tax receivable			149				174				12,927
Other			6,175				4,948				4,444
Total other current assets		$	66,087			$	60,195			$	80,531

			0000000000				0000000000				0000000000
Accrued expenses and other current liabilities consist of the following (in thousands):
Accrued salary, bonus, sabbatical and vacation		$	40,009			$	32,125			$	50,831
Sales, payroll and property taxes payable			19,799				19,251				17,005
Accrued workers compensation and medical costs			17,292				16,731				17,318
Customer deposits, prepayments and refunds payable			36,268				26,021				12,770
Unredeemed gift certificates			12,213				12,590				14,385
Loyalty program reward certificates			6,728				6,427				7,636
Cash dividends declared			6,261				4,779				6,396
Other			13,184				12,047				13,299
Total accrued expenses and other current liabilities		$	151,754			$	129,971			$	139,640

			0000000000				0000000000				0000000000
Deferred taxes and other liabilities consist of the following (in thousands):
Deferred rent and landlord incentives		$	49,882			$	46,703			$	47,910
Non-current deferred and other income tax liabilities			15,281				11,209				15,079
Other			6,701				6,490				6,820
Total deferred taxes and other liabilities		$	71,864			$	64,402			$	69,809

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7. Equity and Noncontrolling Interest

     A reconciliation of the total carrying amount of the Company’s equity accounts for the six months ended July 30, 2011 is as follows (in thousands):

																						Total
														Accumulated								Equity
						Capital in								Other								Attributable to
		Common				Excess of				Retained				Comprehensive				Treasury				Common				Noncontrolling				Total
		Stock				Par Value				Earnings				Income				Stock				Shareholders				Interest				Equity
Balances — January 29, 2011		$	710			$	341,663			$	1,002,975			$	38,366			$	(412,761	)		$	970,953			$	12,900			$	983,853
Net earnings (loss)			—				—				84,503				—				—				84,503				(41	)			84,462
Other comprehensive income (a)			—				—				—				10,961				—				10,961				449				11,410
Cash dividends			—				—				(12,536	)			—				—				(12,536	)			—				(12,536	)
Share-based compensation			—				6,500				—				—				—				6,500				—				6,500
Common stock issued to stock discount plan			—				1,096				—				—				—				1,096				—				1,096
Common stock issued upon exercise of stock options			2				3,454				—				—				—				3,456				—				3,456
Common stock issued pursuant to restricted stock and deferred stock unit awards			3				(3	)			—				—				—				—				—				—
Tax payments related to vested deferred stock units			—				(2,955	)			—				—				—				(2,955	)			—				(2,955	)
Tax benefit related to share-based plans			—				1,426				—				—				—				1,426				—				1,426
Treasury stock purchased			—				—				—				—				(48,999	)			(48,999	)			—				(48,999	)
Balances — July 30, 2011		$	715			$	351,181			$	1,074,942			$	49,327			$	(461,760	)		$	1,014,405			$	13,308			$	1,027,713

     A reconciliation of the total carrying amount of the Company’s equity accounts for the six months ended July 31, 2010 is as follows (in thousands):

																						Total
														Accumulated								Equity
						Capital in								Other								Attributable to
		Common				Excess of				Retained				Comprehensive				Treasury				Common				Noncontrolling				Total
		Stock				Par Value				Earnings				Income				Stock				Shareholders				Interest				Equity
Balances — January 30, 2010		$	705			$	327,742			$	956,032			$	32,537			$	(412,626	)		$	904,390			$	—			$	904,390
Net earnings			—				—				56,524				—				—				56,524				—				56,524
Other comprehensive income (a)			—				—				—				3,771				—				3,771				—				3,771
Cash dividends			—				—				(9,561	)			—				—				(9,561	)			—				(9,561	)
Share-based compensation			—				5,723				—				—				—				5,723				—				5,723
Common stock issued to stock discount plan			1				1,002				—				—				—				1,003				—				1,003
Common stock issued upon exercise of stock options			—				318				—				—				—				318				—				318
Common stock issued pursuant to restricted stock and deferred stock unit awards			2				(2	)			—				—				—				—				—				—
Tax payments related to vested deferred stock units			—				(2,656	)			—				—				—				(2,656	)			—				(2,656	)
Tax benefit related to share-based plans			—				550				—				—				—				550				—				550
Treasury stock purchased			—				—				—				—				(144	)			(144	)			—				(144	)
Balances — July 31, 2010		$	708			$	332,677			$	1,002,995			$	36,308			$	(412,770	)		$	959,918			$	—			$	959,918

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

8. Treasury Stock

     As of July 30, 2011, we had 19,947,822 shares held in treasury stock. The change in our treasury shares for the year ended January 29, 2011 and for the six months ended July 30, 2011 is provided below:

		Treasury Shares
Balance, January 30, 2010			18,111,602
Treasury stock issued to profit sharing plan			(386	)
Purchases of treasury stock			7,134
Balance, January 29, 2011			18,118,350
Purchases of treasury stock			1,829,472
Balance, July 30, 2011			19,947,822

     In January 2006, the Board of Directors authorized a $100.0 million share repurchase program of our common stock. This authorization superceded any remaining previous authorizations. In August 2007, the Company’s Board of Directors approved a replenishment of the Company’s share repurchase program to $100 million by authorizing $90.3 million to be added to the remaining $9.7 million of the then current program. In January 2011, the Board of Directors approved a $150.0 million share repurchase program of our common stock, which amends and increases the Company’s existing share repurchase authorization. This authorization superceded any remaining previous authorizations.

     No shares were repurchased under the August 2007 authorization during the first six months of fiscal 2010. During the first six months of fiscal 2011, 1,822,340 shares at a cost of $48.8 million were repurchased at an average price per share of $26.78 under the January 2011 authorization. At July 30, 2011, the remaining balance available under the January 2011 authorization was $101.2 million. Subsequent to July 30, 2011 and through September 2, 2011, we have purchased 500,000 shares for $15.0 million at an average price per share of $29.98 under the January 2011 authorization.

     During the six months ended July 30, 2011, 7,132 shares at a cost of $0.2 million were repurchased at an average price per share of $27.77 in a private transaction to satisfy tax withholding obligations arising upon the vesting of certain restricted stock. During the six months ended July 31, 2010, 7,134 shares at a cost of $0.1 million were repurchased at an average price per share of $20.24 in a private transaction to satisfy tax withholding obligations arising upon the vesting of certain restricted stock.

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

		For the Six Months Ended
		July 30, 2011				July 31, 2010
Shares repurchased			1,829,472				7,134
Total costs		$	48,999			$	144
Average price per share		$	26.78			$	20.24

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9. 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 FASB 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 six months ended July 30, 2011 was $3.5 million and $6.5 million, respectively. Share-based compensation expense recognized for the three and six months ended July 31, 2010 was $3.1 million and $5.7 million, respectively.

     Stock Options

     The following table summarizes stock option activity for the six months ended July 30, 2011:

						Weighted-
						Average
						Exercise
		Shares				Price
Outstanding at January 29, 2011			1,563,473			$	20.64
Granted			131,173				27.94
Exercised			(227,571	)			15.19
Forfeited			(3,000	)			22.72
Expired			(3,216	)			13.74
Outstanding at July 30, 2011			1,460,859			$	22.16
Exercisable at July 30, 2011			758,924			$	20.22

     The weighted-average grant date fair value of the 131,173 stock options granted during the six months ended July 30, 2011 was $11.66 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 six months ended July 30, 2011:

Risk-free interest rate			2.28	%
Expected lives		5.0 years
Dividend yield			1.79	%
Expected volatility			53.44	%

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

     As of July 30, 2011, we have unrecognized compensation expense related to nonvested stock options of approximately $5.7 million which is expected to be recognized over a weighted average period of 2.5 years.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Nonvested Shares

     The following table summarizes deferred stock unit activity for the six months ended July 30, 2011:

						Weighted-
						Average
						Grant-Date
		Shares				Fair Value
Nonvested at January 29, 2011			419,085			$	24.28
Granted			470,999				28.65
Vested (1)			(338,510	)			24.18
Forfeited			(4,275	)			25.15
Nonvested at July 30, 2011			547,299			$	28.10

     The following table summarizes restricted stock activity for the six months ended July 30, 2011:

						Weighted-
						Average
						Grant-Date
		Shares				Fair Value
Nonvested at January 29, 2011			49,185			$	26.04
Granted			108,406				28.02
Vested			(33,418	)			26.36
Forfeited			—				—
Nonvested at July 30, 2011			124,173			$	27.69

     As of July 30, 2011, we have unrecognized compensation expense related to nonvested shares of approximately $14.6 million which is expected to be recognized over a weighted average period of 1.6 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 six months ended July 30, 2011, employees purchased 48,989 shares under the ESDP, which had a weighted-average share price of $22.38 per share. As of July 30, 2011, 1,008,077 shares were reserved for future issuance under the ESDP.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

10. 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 six months ended July 30, 2011 are as follows (in thousands):

		Retail				Corporate Apparel				Total
Balance at January 29, 2011		$	59,889			$	28,105			$	87,994
Translation adjustment			1,324				933				2,257
Balance at July 30, 2011		$	61,213			$	29,038			$	90,251

     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 and a significant sustained decline in the market price of our stock. No additional impairment evaluation was considered necessary during the first six months of 2011.

     Intangible Assets

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

		July 30,				July 31,				January 29,
		2011				2010				2011
Amortizable intangible assets:
Carrying amount:
Trademarks, tradenames, and other intangibles		$	12,779			$	13,932			$	16,094
Customer relationships			33,546				—				32,417
Total carrying amount			46,325				13,932				48,511
Accumulated amortization:
Trademarks, tradenames, and other intangibles			(8,031	)			(11,428	)			(11,121	)
Customer relationships			(2,768	)			—				(1,311	)
Total accumulated amortization			(10,799	)			(11,428	)			(12,432	)
Total amortizable intangible assets, net			35,526				2,504				36,079
Infinite-lived intangible assets:
Trademarks			1,313				—				1,269
Total intangible assets, net		$	36,839			$	2,504			$	37,348

     The increases in amortizable and infinite-lived assets at July 30, 2011 as compared to July 31, 2010 relate to intangible assets acquired in our acquisitions of Dimensions and Alexandra on August 6, 2010 as discussed in Note 2.

     The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $1.7 million and $0.6 million for the six months ended July 30, 2011 and July 31, 2010, respectively, and approximately $2.4 million for the year ended January 29, 2011. Pretax amortization associated with intangible assets subject to amortization at July 30, 2011 is estimated to be $1.7 million for the remainder of fiscal year 2011, $3.3 million for fiscal year 2012 and $3.2 million for each of the fiscal years 2013, 2014 and 2015.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11. 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.

     Effective January 31, 2010, we adopted enhanced disclosure requirements for fair value measurements. We adopted the second phase of the enhanced disclosure requirements for fair value measurements effective January 30, 2011. Refer to Note 1. There were no transfers into or out of Level 1 and Level 2 during the three and six months ended July 30, 2011 or July 31, 2010, respectively, or during the year ended January 29, 2011.

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

						Fair Value Measurements at Reporting Date Using
						Quoted Prices
						in Active				Significant
						Markets for				Other				Significant
						Identical				Observable				Unobservable
						Instruments				Inputs				Inputs
(in thousands)		July 30, 2011				(Level 1)				(Level 2)				(Level 3)
Assets:
Derivative financial instruments		$	89			$	—			$	89			$	—
Liabilities:
Derivative financial instruments		$	362			$	—			$	362			$	—