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): March 12, 2008

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)

281-776-7200
(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 March 12, 2008, The Men’s Wearhouse, Inc. (the “Company”) issued a press release reporting its earnings results for its fourth quarter and year ended February 2, 2008. 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 March 12, 2008.

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: March 12, 2008	By:	/s/ Diana M. Wilson
		Diana M. Wilson
		Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press Release of The Men’s Wearhouse, Inc. dated March 12, 2008.

EX-99.1

Exhibit 99.1

The Men’s Wearhouse, Inc.
News Release

For Immediate Release

MEN’S WEARHOUSE REPORTS FISCAL 2007
FOURTH QUARTER AND YEAR END RESULTS

• Q4 2007 GAAP diluted EPS was $0.28 versus $0.95 in 2006

• Fiscal 2007 GAAP diluted EPS was $2.73 versus $2.71 in 2006

• Company estimates Fiscal 2008 GAAP diluted EPS in a range of $1.80 to $2.00

• Estimated Fiscal 2008 GAAP diluted EPS includes $0.10 in non-recurring charges

• Conference call at 5:00 pm eastern today

HOUSTON – March 12, 2008 – The Men’s Wearhouse (NYSE: MW) today announced its consolidated financial results for the fourth quarter and fiscal year ended February 2, 2008.

Fourth Quarter Sales Summary – Fiscal 2007
										Comparable Store Sales
	U.S. dollars, in millions						Total Sales			Change %
	Current Year			Prior Year (d)			Change %			Current Year			Prior Year
Total Company	$	535.0		$	556.8			- 3.9	%
MW	$	318.4	(a)	$	349.7	(a)		-9.0	%		-5.4	%		+ 0.0	%
MW Tux (b)	$	21.9
K&G	$	109.0		$	130.1			- 16.2	%		- 17.2	%		- 6.1	%
United States	$	463.9		$	486.7			- 4.7	%		- 8.6	%		- 1.5	%
Moores	$	71.1		$	70.1			+ 1.4	%		- 7.3	%(c)		+ 9.8	%(c)

Year-To-Date Sales Summary – Fiscal 2007
										Comparable Store Sales
	U.S. dollars, in millions						Total Sales			Change %
	Current Year			Prior Year (d)			Change %			Current Year			Prior Year
Total Company	$	2,112.6		$	1,882.1			+ 12.2	%
MW	$	1,214.1	(a)	$	1,209.2	(a)		+ 0.4	%		- 0.4	%		+ 3.1	%
MW Tux (b)	$	199.2
K&G	$	407.8		$	418.3			- 2.5	%		- 10.9	%		- 1.8	%
United States	$	1,862.9		$	1,653.5			+ 12.7	%		- 3.0	%		+ 1.9	%
Moores	$	249.7		$	228.6			+ 9.2	%		+ 1.5	%(c)		+ 8.7	%(c)

(a)	Includes retail stores and ecommerce.
(b)	MW Tux stores resulting from the acquisition of After Hours on April 9, 2007. They will be excluded from comparable store sales reporting until Q2 of fiscal 2008.
(c)	Comparable store sales change is based on the Canadian dollar.
(d)	The company follows the retail 4-5-4 reporting calendar which includes an extra week in fiscal 2006. Thus, fourth quarter includes 14 weeks and full year includes 53 weeks.

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This year’s 13 week fourth quarter operating income was $21.5 million compared to $73.2 million for last year’s 14 week quarter and net income was $14.8 million compared to $52.3 million last year. Diluted earnings per share were $0.28 for the fourth quarter ended February 2, 2008 compared to $0.95 last year. MW Tux (formerly After Hours), after acquisition funding costs, decreased the diluted earnings per share for the fourth quarter by $0.37.

Fiscal year 2007’s 52 week operating income was $228.7 million compared to $223.9 million for last year’s 53 week period and net income was $147.0 million compared to $148.6 million last year. Diluted earnings per share were $2.73 for the full year compared to $2.71 last year. MW Tux (formerly After Hours), after acquisition funding costs, increased the diluted earnings per share for fiscal year 2007 by $0.02.

It should be noted that the seasonality of MW Tux (formerly After Hours) revenues is heavily concentrated in April, May and June. Second quarter, followed by third quarter, is the highest revenue quarter and first and fourth quarters are considered off season. As a result, MW Tux (formerly After Hours) typically has income in the second and third quarters and losses in the first and fourth quarters.

FOURTH QUARTER HIGHLIGHTS

• Total company sales decreased 3.9% for the 13 week 2007 quarter as compared to the 14 week 2006 quarter. Apparel sales, representing 87.2% of total sales, decreased 7.8%. Tuxedo rental revenues, representing 6.5% of total sales, increased 130.3%. Tuxedo rental revenues excluding MW Tux (formerly After Hours) increased 3.9%.

o Comparable store sales decreased 8.6% for the Company’s United States based stores, below the Company’s guidance of negative low single digit range. This under plan performance was primarily related to weaker traffic trends at both TMW and K&G.

o Comparable store sales decreased 7.3% for the Company’s Canadian based stores, below the Company’s guidance of flat to +2%. This decline in comparable store sales is also a result of weaker traffic trends.

• Gross margin, as a percentage of sales, decreased 183 basis points from 44.60% to 42.77% primarily due to the inclusion of the MW Tux (formerly After Hours) operations which deleveraged occupancy costs due to the seasonality of the tuxedo business.

• Selling, general, and administrative expenses as a percentage of sales increased 728 basis points from 31.46% to 38.74%. This increase is due to the inclusion of the MW Tux (formerly After Hours) operations, amplified during the tuxedo off season, as well as the decrease in apparel sales.

• The effective tax rate for the quarter was 30.6%.

• During the quarter, the Company repurchased 1,218,900 shares for a total of $27.7 million.

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2008 GUIDANCE AND HIGHLIGHTS

In the summer of 2008, the Company expects to close its Canadian based manufacturing facility, operated by its subsidiary, Golden Brand. The company estimates the pre tax cost to close the facility to be approximately $8.5 million or the equivalent of $0.10 per diluted share outstanding for the fiscal year. The estimated pre tax cost for first quarter is $5.5 million or the equivalent of $0.06 per diluted share outstanding, for second quarter is $1.3 million or the equivalent of $0.02 per diluted share outstanding and for third quarter is $1.7 million or the equivalent of $0.02 per diluted share outstanding.

For the fiscal year, the Company expects adjusted diluted earnings per share to be $1.90 to $2.10 excluding the Golden Brand closure costs. Including these costs, diluted earnings per share are expected to be $1.80 to $2.00. This guidance assumes same store sales in the U.S. to decrease in the mid single digit range and in Canada to be flat.

For the first quarter, the Company expects adjusted diluted earnings per share to be $0.20 to $0.24 excluding the Golden Brand closure costs. Including these costs, diluted earnings per share are expected to be $0.14 to $0.18. This guidance assumes same store sales in the U.S. to decrease in the high single digit range and in Canada to decrease in the low single digit range. MW Tux (formerly After Hours) was acquired at the beginning of April 2007. Thus February and March, which are considered off season, were not included in first quarter fiscal 2007 results. The February and March diluted earnings per share impact on first quarter is estimated to be dilutive by $0.22.

For the second quarter, the Company expects adjusted diluted earnings per share to be $0.80 to $0.86 excluding the Golden Brand closure costs. Including these costs, diluted earnings per share are expected to be $0.78 to $0.84. This guidance assumes same store sales in the U.S., including MW Tux (formerly After Hours) stores, to decrease in the mid to high single digit range and in Canada to increase in the low single digit range.

The guidance includes an estimated effective tax rate of approximately 38.3% for the first and second quarters and approximately 37.9% for the full year. The fully diluted shares outstanding are estimated to be 52.1 million.

CONFERENCE CALL AND WEBCAST INFORMATION

At 5:00 p.m. Eastern time today, company management will host a conference call and real time web cast to review the results for the fiscal fourth quarter and full year 2007 and provide an outlook for fiscal 2008.

To access the conference call, dial 303-262-2130. To access the live webcast presentation, visit the Investor Relations section of the company’s website at www.tmw.com. A telephonic replay will be available through March 19, 2008 and by calling 303-590-3000 and entering the access code of 11106658#, or a webcast archive will be available free on the website for approximately 90 days.

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STORE INFORMATION

	February 2, 2008				February 3, 2007
	Number		Sq. Ft.		Number		Sq. Ft.
	of Stores		(000’s)		of Stores		(000's)
Men’s Wearhouse		563		3,152.6		543		3,014.8
MW Tux (a)		489		652.0
Moores, Clothing for Men		116		719.8		116		722.7
K&G (b)		105		2,428.8		93		2,201.6
Total		1,273		6,953.2		752		5,939.1

(a)	MW Tux stores resulting from the acquisition of After Hours on April 9, 2007.
(b)	89 and 73 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 1,273 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 the MW Tux (formerly After Hours) stores carry a limited selection. Tuxedo rentals are available in the Men’s Wearhouse, Moores and MW Tux (formerly After Hours) 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 unfavorable local, regional and national economic developments, disruption in retail buying trends due to homeland security concerns, severe weather conditions, aggressive advertising or marketing activities of competitors, governmental actions and other factors described herein and in the Company’s annual report on Form 10-K for the year ended February 3, 2007 and subsequent Forms 10-Q.

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

CONTACT:	Neill Davis, EVP & CFO, Men’s Wearhouse (281) 776-7200
	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
February 2, 2008 and February 3, 2007
(In thousands, except per share data)

	Three Months Ended
				% of						% of
	2007			Sales			2006			Sales
Net sales	$	534,958			100.00	%	$	556,845			100.00	%
Cost of goods sold, including buying, distribution and occupancy costs		306,143			57.23	%		308,470			55.40	%
Gross margin		228,815			42.77	%		248,375			44.60	%
Selling, general and administrative expenses		207,266			38.74	%		175,187			31.46	%
Operating income		21,549			4.03	%		73,188			13.14	%
Interest income		(1,332	)		-0.25	%		(2,537	)		-0.46	%
Interest expense		1,533			0.29	%		2,390			0.43	%
Earnings before income taxes		21,348			3.99	%		73,335			13.17	%
Provision for income taxes		6,533			1.22	%		21,011			3.77	%
Net earnings	$	14,815			2.77	%	$	52,324			9.40	%
Net earnings per share:
Basic	$	0.28					$	0.99
Diluted	$	0.28					$	0.95
Weighted average common shares outstanding:
Basic		52,187						52,965
Diluted		52,708						54,843

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

FOR THE TWELVE MONTHS ENDED
February 2, 2008 and February 3, 2007
(In thousands, except per share data)

	Twelve Months Ended
				% of						% of
	2007			Sales			2006			Sales
Net sales	$	2,112,558			100.00	%	$	1,882,064			100.00	%
Cost of goods sold, including buying, distribution and occupancy costs		1,142,501			54.08	%		1,066,359			56.66	%
Gross margin		970,057			45.92	%		815,705			43.34	%
Selling, general and administrative expenses		741,405			35.10	%		591,767			31.44	%
Operating income		228,652			10.82	%		223,938			11.90	%
Interest income		(5,987	)		-0.28	%		(9,786	)		-0.52	%
Interest expense		5,046			0.24	%		9,216			0.49	%
Earnings before income taxes		229,593			10.87	%		224,508			11.93	%
Provision for income taxes		82,552			3.91	%		75,933			4.03	%
Net earnings	$	147,041			6.96	%	$	148,575			7.89	%
Net earnings per share:
Basic	$	2.76					$	2.80
Diluted	$	2.73					$	2.71
Weighted average common shares outstanding:
Basic		53,258						53,111
Diluted		53,890						54,749

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

	February 2,		February 3,
	2008		2007
ASSETS
Current assets:
Cash and cash equivalents	$	39,446	$	179,694
Short-term investments		59,921		—
Inventories		492,423		448,586
Other current assets		79,205		52,549
Total current assets		670,995		680,829
Property and equipment, net		410,167		289,640
Tuxedo rental product, net		84,089		57,565
Goodwill		65,309		56,867
Other assets, net		25,907		12,051
Total assets	$	1,256,467	$	1,096,952
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	277,255	$	226,138
Long-term debt		92,399		72,967
Deferred taxes and other liabilities		70,876		44,075
Shareholders’ equity		815,937		753,772
Total liabilities and equity	$	1,256,467	$	1,096,952

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

FOR THE TWELVE MONTHS ENDED
February 2, 2008 AND February 3, 2007
(In thousands)

	Twelve Months Ended
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	147,041		$	148,575
Non-cash adjustments to net earnings:
Depreciation and amortization		80,296			61,387
Tuxedo rental product amortization		42,067			16,858
Other		15,073			10,144
Changes in assets and liabilities		(79,600	)		(76,170	)
Net cash provided by operating activities		204,877			160,794
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(126,076	)		(72,904	)
Net non-cash assets acquired		(68,232	)		—
Net purchases and proceeds from the sales of available-for-sale investments		(59,921	)		62,775
Other		(40	)		(1,506	)
Net cash used in investing activities		(254,269	)		(11,635	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid		(12,353	)		(10,830	)
Proceeds from revolving credit facility		5,375			—
Principal payments on debt		—			(130,000	)
Proceeds from issuance of common stock		7,132			10,823
Purchase of treasury stock		(106,106	)		(40,289	)
Other		1,538			2,052
Net cash used in financing activities		(104,414	)		(168,244	)
Effect of exchange rate changes		13,558			(1,447	)
DECREASE IN CASH AND CASH EQUIVALENTS		(140,248	)		(20,532	)
Balance at beginning of period		179,694			200,226
Balance at end of period	$	39,446		$	179,694

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