8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2009

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation)	1-16097 (Commission File Number)	74-1790172 (IRS Employer Identification No.)
6380 Rogerdale Road Houston, Texas (Address of principal executive offices)		77072 (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On September 9, 2009, The Men’s Wearhouse, Inc. (the “Company”) issued a press release reporting its earnings results for its second quarter and six months ended August 1, 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is included in this Form 8-K.

(c) Exhibits

99.1 Press Release of the Company dated September 9, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MEN’S WEARHOUSE, INC. (Registrant)
Date: September 9, 2009	By:	/s/ Neill P. Davis
		Neill P. Davis
		Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of The Men’s Wearhouse, Inc. dated September 9, 2009.

EX-99.1

Exhibit 99.1

The Men’s Wearhouse, Inc. News Release
	For Immediate Release

MEN’S WEARHOUSE REPORTS
FISCAL 2009 SECOND QUARTER RESULTS

• Q2 2009 GAAP diluted EPS was $0.75 compared with Q2 2008 GAAP diluted EPS of $0.63 and adjusted diluted EPS of $0.72

• Company provides guidance for the third quarter of fiscal 2009

• Conference call at 5:00 pm Eastern today

HOUSTON — September 9, 2009 — The Men’s Wearhouse (NYSE: MW) today announced its consolidated financial results for the second quarter ended August 1, 2009.

Second Quarter Sales Summary — Fiscal 2009

										Comparable Store Sales
	U.S. dollars, in millions						Total Sales			Change %
	Current Year			Prior Year			Change %			Current Year			Prior Year
Total Company	$	526.2		$	545.3			-3.5	%
MW	$	359.0	(a)	$	362.7	(a)		-1.0	%		- 2.0	%(b)		- 7.8	%(b)
K&G	$	93.6		$	96.4			- 2.9	%		-3.6	%		- 8.9	%
United States	$	461.0		$	470.0			- 1.9	%		-2.4	%		-8.0	%
Moores	$	65.2		$	75.3			-13.3	%		- 3.4	%(c)		- 2.8	%(c)
Year-To-Date Sales Summary — Fiscal 2009
										Comparable Store Sales
	U.S. dollars, in millions						Total Sales			Change %
	Current Year			Prior Year			Change %			Current Year			Prior Year
Total Company	$	990.3		$	1,036.4			-4.4	%
MW	$	670.0	(a)	$	690.6	(a)		-3.0	%		- 4.4	%(b)		- 7.2	%(b)
K&G	$	198.1		$	197.0			+ 0.6	%		-0.6	%		-11.6	%
United States	$	886.0		$	911.3			-2.8	%		-3.5	%		-8.2	%
Moores	$	104.3		$	125.1			-16.6	%		- 3.7	%(c)		- 3.3	%(c)

(a)	Includes retail stores and ecommerce.
(b)	Comparable store sales do not include ecommerce. Stores from the After Hours acquisition are included beginning Q2 of fiscal 2008.
(c)	Comparable store sales change is based on the Canadian dollar.

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Diluted earnings per common share were $0.75 for the second quarter ended August 1, 2009. This compares to diluted earnings per common share guidance given June 8, 2009 of $0.56 to $0.60. Prior year second quarter GAAP diluted earnings per common share were $0.63 and adjusted diluted earnings per common share were $0.72 excluding $7.3 million (pre tax) or $0.09 per diluted share outstanding in costs incurred in connection with the closure of the Canadian based manufacturing facility operated by the Company’s subsidiary, Golden Brand.

SECOND QUARTER REVIEW

• Total Company sales decreased 3.5% for the quarter.

• Clothing product sales, representing 69.2% of fiscal second quarter 2009 total net sales, decreased 5.6% due to decreases in the Company’s comparable store sales primarily driven by a reduction in store traffic levels.

• Tuxedo rental sales, representing 24.6% of fiscal second quarter 2009 total net sales, increased 1.7%.

• Gross margin before occupancy costs, as a percentage of total net sales, decreased 86 basis points from 59.9% to 59.1%. Clothing product margins, as a percentage of related sales, decreased 205 basis points due to increased promotional activities and were modestly offset by higher alteration service margins and the impact of the higher margin tuxedo rental revenues that increased as a mix of total sales from 23.4% to 24.6%.

• Occupancy costs increased, as a percentage of total net sales, by 36 basis points from 13.5% to 13.9% due to the deleveraging effect of reduced comparable store sales. On an absolute dollar basis, occupancy costs decreased 0.9% from $73.8 million in the prior year to $73.1 million.

• Selling, general, and administrative expenses were $173.9 million in the current year and $198.9 million in the prior year. During the quarter, the Company entered into an agreement with a third party vendor who assumed our unredeemed gift card liability, which resulted in the recognition of other income from gift card breakage of $3.2 million ($2.0 million after tax or $0.04 per diluted share outstanding). Excluding other income from gift card breakage, adjusted SG&A expenses of $177.1 million decreased 7.6% from the prior year’s adjusted SG&A of $191.6 million which excludes $7.3 million in costs associated with the closing of Golden Brand. The decrease is primarily due to cost-cutting measures and operational efficiencies. As a percentage of total net sales, adjusted SG&A decreased 148 basis points from 35.1% to 33.7%. Adjusted SG&A excluding advertising decreased 9.5% from the prior year quarter.

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• Operating income was $63.9 million or 12.1% of total net sales compared to adjusted operating income of $61.5 million or 11.3% of total net sales for the same period last year which excludes $7.3 million in Golden Brand closure costs. Net income was $39.5 million or 7.5% of total net sales compared to adjusted net income of $37.3 million or 6.8% of total net sales for the same period last year which excludes $4.5 million in Golden Brand closure costs (net of tax).

• Cash and cash equivalent balances plus amounts held in short-term investments as of the end of the second quarter of 2009 were $163.9 million, an increase of $44.7 million over the same period last year.

• Total inventories of $430.8 million declined 5.8% from the prior year second quarter of $457.2 million.

• Long term debt as of the end of the second quarter of 2009 was $43.2 million, a decrease of $41.1 million from the same period last year.

THIRD QUARTER FISCAL 2009 GUIDANCE

For the third quarter, the Company expects GAAP diluted earnings per common share to be in a range of $0.27 to $0.30.

The Company anticipates comparable store sales of its retail apparel business to decline in a range of 2% to 3% and comparable store sales of its tuxedo rental revenues to increase in a range of 1% to 2% for the third quarter. Total Company sales are expected to be flat to a decrease of 2% for the third quarter.

Gross profit before occupancy costs for the third quarter is expected to decline in the low single digit range from the prior year as the Company continues a more aggressive posture in strengthening its value proposition for customers. Occupancy costs are expected to be flat for the third quarter in absolute dollar terms.

Selling, general and administrative expenses for the third quarter are expected to decline by 4% to 5% from the prior year, excluding advertising costs and $1.8 million in prior year costs associated with the closing of Golden Brand.

This guidance includes an estimated effective tax rate of approximately 33.0% for the third quarter. The Company’s effective tax rate for the fiscal year is now estimated at 36.1%.

Weighted average fully diluted common shares outstanding are estimated to be 52.285 million for the third quarter and 52.195 million for the full year.

Page 3

UPDATED CONFERENCE CALL AND WEBCAST INFORMATION

At 5:00 pm Eastern time on Wednesday, September 9, 2009, company management will host a conference call and real time web cast to review the fiscal second quarter and its outlook for the third quarter of fiscal 2009.

To access the conference call, dial 480-629-9772. To access the live webcast presentation, visit the Investor Relations section of the company’s website at www.menswearhouse.com. A telephonic replay will be available through September 16, 2009 by calling 303-590-3030 and entering the access code of 4143979#, or a webcast archive will be available free on the website for approximately 90 days.

STORE INFORMATION

	August 1, 2009				August 2, 2008				January 31, 2009
	Number		Sq. Ft.		Number		Sq. Ft.		Number		Sq. Ft.
	of Stores		(000’s)		of Stores		(000’s)		of Stores		(000’s)
Men’s Wearhouse		580		3,274.1		572		3,213.9		580		3,263.1
Men’s Wearhouse and Tux		473		644.4		493		668.6		489		665.0
Moores, Clothing for Men		117		732.7		116		721.2		117		729.3
K&G (a)		108		2,488.4		106		2,442.6		108		2,493.4
Total		1,278		7,139.6		1,287		7,046.3		1,294		7,150.8

^(a) 94, 90 and 93 stores, respectively, offering women’s apparel.

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 1,278 stores. The Men’s Wearhouse, Moores and K&G stores carry a full selection of designer, brand name and private label suits, sport coats, furnishings and accessories and Men’s Wearhouse and Tux stores carry a limited selection. Tuxedo rentals are available in the Men’s Wearhouse, Moores and Men’s Wearhouse and Tux stores.

This press release contains forward-looking information. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be significantly impacted by various factors, including sensitivity to economic conditions and consumer confidence, possibility of limited ability to expand Men’s Wearhouse stores, possibility that certain of our expansion strategies may present greater risks and other factors described in the Company’s annual report on Form 10-K for the year ended January 31, 2009 and Form 10-Q for the quarter ended May 2, 2009.

For additional information on Men’s Wearhouse, please visit the Company’s website at www.menswearhouse.com.

CONTACT:  Neill Davis, EVP & CFO, Men’s Wearhouse (281) 776-7000
Ken Dennard, DRG^&E (713) 529-6600

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)

FOR THE THREE MONTHS ENDED
August 1, 2009 AND August 2, 2008
(In thousands, except per share data)

	Three Months Ended											Variance
			% of						% of									Basis
	2009		Sales			2008			Sales			Dollar			%			Points
Net sales:
Clothing product	$	364,302		69.23	%	$	386,108			70.81	%	$	(21,806	)		(5.65	%)		(1.58	)
Tuxedo rental services		129,567		24.62	%		127,453			23.37	%		2,114			1.66	%		1.25
Alteration and other services		32,339		6.15	%		31,728			5.82	%		611			1.93	%		0.33
Total net sales		526,208		100.00	%		545,289			100.00	%		(19,081	)		(3.50	%)		0.00
Total cost of sales		288,420		54.81	%		292,246			53.59	%		(3,826	)		(1.31	%)		1.22
Gross margin (a)		237,788		45.19	%		253,043			46.41	%		(15,255	)		(6.03	%)		(1.22	)
Selling, general and administrative expenses		173,896		33.05	%		198,886			36.47	%		(24,990	)		(12.56	%)		(3.43	)
Operating income		63,892		12.14	%		54,157			9.93	%		9,735			17.98	%		2.21
Net interest		—		0.00	%		(346	)		0.06	%		(346	)		(100.00	%)		(0.06	)
Earnings before income taxes		63,892		12.14	%		53,811			9.87	%		10,081			18.73	%		2.27
Provision for income taxes		24,407		4.64	%		20,986			3.85	%		3,421			16.30	%		0.79
Net earnings	$	39,485		7.50	%	$	32,825			6.02	%	$	6,660			20.29	%		1.48
Net earnings per diluted common share (b)	$	0.75				$	0.63
Weighted average diluted common shares outstanding:		52,255					51,862

(a) Gross margin as a percentage of related sales:

	Three Months Ended												Variance
				% of						% of
				Related						Related									Basis
	2009			Sales			2008			Sales			Dollar			%			Points
Clothing margin	$	194,115			53.28	%	$	213,634			55.33	%	$	(19,519	)		(9.14	%)		(2.05	)
Tuxedo margin		108,092			83.43	%		106,651			83.68	%		1,441			1.35	%		(0.25	)
Alteration and other services margin		8,649			26.74	%		6,524			20.56	%		2,125			32.57	%		6.18
Occupancy costs		(73,068	)		(13.89	%)		(73,766	)		(13.53	%)		698			0.95	%		(0.36	)
Gross margin	$	237,788			45.19	%	$	253,043			46.41	%	$	(15,255	)		(6.03	%)		(1.22	)

(b) Calculated based on net earnings less net earnings allocated to participating securities of $388 thousand for the quarter ended August 1, 2009.

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)

FOR THE SIX MONTHS ENDED
August 1, 2009 AND August 2, 2008
(In thousands, except per share data)

	Six Months Ended												Variance
				% of						% of									Basis
	2009			Sales			2008			Sales			Dollar			%			Points
Net sales:
Clothing product	$	723,364			73.04	%	$	774,599			74.74	%	$	(51,235	)		(6.61	%)		(1.70	)
Tuxedo rental services		200,986			20.29	%		197,647			19.07	%		3,339			1.69	%		1.22
Alteration and other services		65,992			6.66	%		64,139			6.19	%		1,853			2.89	%		0.47
Total net sales		990,342			100.00	%		1,036,385			100.00	%		(46,043	)		(4.44	%)		0.00
Total cost of sales		564,565			57.01	%		571,587			55.15	%		(7,022	)		(1.23	%)		1.86
Gross margin (a)		425,777			42.99	%		464,798			44.85	%		(39,021	)		(8.40	%)		(1.86	)
Selling, general and administrative expenses		353,109			35.66	%		395,536			38.16	%		(42,427	)		(10.73	%)		(2.51	)
Operating income		72,668			7.34	%		69,262			6.68	%		3,406			4.92	%		0.65
Net interest		(160	)		0.02	%		(1,124	)		0.11	%		(964	)		(85.77	%)		(0.09	)
Earnings before income taxes		72,508			7.32	%		68,138			6.57	%		4,370			6.41	%		0.75
Provision for income taxes		27,767			2.80	%		25,370			2.45	%		2,397			9.45	%		0.36
Net earnings	$	44,741			4.52	%	$	42,768			4.13	%	$	1,973			4.61	%		0.39
Net earnings per diluted common share (b)	$	0.85					$	0.82
Weighted average diluted common shares outstanding:		52,105						51,863

(a) Gross margin as a percentage of related sales:

	Six Months Ended												Variance
				% of						% of
				Related						Related									Basis
	2009			Sales			2008			Sales			Dollar			%			Points
Clothing margin	$	385,720			53.32	%	$	433,634			55.98	%	$	(47,914	)		(11.05	%)		(2.66	)
Tuxedo margin		167,479			83.33	%		164,280			83.12	%		3,199			1.95	%		0.21
Alteration and other services margin		18,212			27.60	%		14,204			22.15	%		4,008			28.22	%		5.45
Occupancy costs		(145,634	)		(14.71	%)		(147,320	)		(14.21	%)		1,686			1.14	%		(0.49	)
Gross margin	$	425,777			42.99	%	$	464,798			44.85	%	$	(39,021	)		(8.40	%)		(1.86	)

(b) Calculated based on net earnings less net earnings allocated to participating securities of $442 thousand for the six months ended August 1, 2009.

Page 6

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	August 1,			August 2,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	144,449		$	119,248
Short-term investments		19,490			—
Accounts receivable, net		17,129			19,047
Inventories		430,777			457,212
Other current assets		51,876			59,012
Total current assets		663,721			654,519
Property and equipment, net		375,595			400,791
Tuxedo rental product, net		107,848			90,860
Goodwill		59,266			61,538
Other assets, net		16,466			25,351
Total assets	$	1,222,896		$	1,233,059
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	78,918		$	102,780
Accrued expenses and other current liabilities		115,488			118,113
Income taxes payable		19,276			9,347
Total current liabilities	$	213,682		$	230,240
Long-term debt		43,161			84,221
Deferred taxes and other liabilities		63,289			67,320
Total liabilities		320,132			381,781
Shareholders’ equity:
Preferred stock		—			—
Common stock		703			698
Capital in excess of par		319,029			308,670
Retained earnings		961,670			915,541
Accumulated other comprehensive income		33,988			38,905
Total		1,315,390			1,263,814
Treasury stock, at cost		(412,626	)		(412,536	)
Total shareholders’ equity		902,764			851,278
Total liabilities and equity	$	1,222,896		$	1,233,059

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

FOR THE SIX MONTHS ENDED
August 1, 2009 AND August 2, 2008
(In thousands)

	Six Months Ended
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	44,741		$	42,768
Non-cash adjustments to net earnings:
Depreciation and amortization		43,881			46,925
Tuxedo rental product amortization		22,089			21,819
Other		(334	)		4,606
Changes in assets and liabilities		(248	)		(30,511	)
Net cash provided by operating activities		110,129			85,607
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(28,757	)		(49,524	)
Proceeds from sales of available-for-sale investments		—			59,921
Other investing activities		—			12
Net cash provided by (used in) investing activities		(28,757	)		10,409
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		1,051			1,181
Proceeds from revolving credit facility		—			100,600
Payments on revolving credit facility		(25,000	)		(105,975	)
Cash dividends paid		(7,344	)		(7,281	)
Purchase of treasury stock		(90	)		(156	)
Other financing activities		(1,588	)		(1,320	)
Net cash used in financing activities		(32,971	)		(12,951	)
Effect of exchange rate changes		8,636			(3,263	)
INCREASE IN CASH AND CASH EQUIVALENTS		57,037			79,802
Balance at beginning of period		87,412			39,446
Balance at end of period	$	144,449		$	119,248

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