18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

As discussed in Note 4, The Men's Wearhouse, Inc. (the "Issuer") issued $600.0 million in aggregate principal amount of 7.00% Senior Notes. The Senior Notes are guaranteed by certain of our U.S. subsidiaries (collectively, the "Guarantors"). Our Canadian and U.K. subsidiaries (collectively, the "Non-Guarantors") are not guarantors of the Senior Notes. Each of the Guarantors is 100% owned and all guarantees are joint and several. In addition, the guarantees are full and unconditional except for certain automatic release provisions related to the Guarantors.

These automatic release provisions are considered customary and include the sale or other disposition of all or substantially all of the assets or all of the capital stock of any subsidiary guarantor, the release or discharge of a guarantor's guarantee of the obligations under the Term Loan other than a release or discharge through payment thereon, the designation in accordance with the Indenture of a guarantor as an unrestricted subsidiary or the satisfaction of the requirements for defeasance or discharge of the Senior Notes as provided for in the Indenture.

The tables in the following pages present the condensed consolidating financial information for the Issuer, the Guarantors and the Non-Guarantors, together with eliminations, as of and for the periods indicated. The consolidating financial information may not necessarily be indicative of the financial positions, results of operations or cash flows had the Issuer, Guarantors and Non-Guarantors operated as independent entities.

The Men's Wearhouse, Inc.
Condensed Consolidating Balance Sheet
January 31, 2015
(in thousands)

	The Men's Wearhouse Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	18,262	$	4,857	$	39,142	$	—		$	62,261
Accounts receivable, net		20,304		422,930		35,303		(405,271	)		73,266
Inventories		285,309		510,651		142,376		—			938,336
Other current assets		111,272		58,792		5,510		—			175,574

Total current assets		435,147		997,230		222,331		(405,271	)		1,249,437
Property, plant and equipment, net		306,597		221,454		38,023		—			566,074
Tuxedo rental product, net		107,908		8,318		16,446		—			132,672
Goodwill		6,159		834,470		47,307		—			887,936
Intangible assets, net		293		645,388		22,578		—			668,259
Investments in subsidiaries		2,405,680		—		—		(2,405,680	)		—
Other assets		75,060		681		9,671		(43,032	)		42,380

Total assets	$	3,336,844	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,546,758


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	449,102	$	120,499	$	45,537	$	(405,271	)	$	209,867
Accrued expenses and other current liabilities		145,943		101,363		23,238		—			270,544
Current maturities of long-term debt		11,000		—		—		—			11,000

Total current liabilities		606,045		221,862		68,775		(405,271	)		491,411
Long-term debt		1,676,232		—		33,432		(33,432	)		1,676,232
Deferred taxes and other liabilities		84,778		323,376		10,772		(9,600	)		409,326
Shareholders' equity		969,789		2,162,303		243,377		(2,405,680	)		969,789

Total liabilities and shareholders' equity	$	3,336,844	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,546,758

The Men's Wearhouse, Inc.
Condensed Consolidating Balance Sheet
February 1, 2014
(in thousands)

	The Men's Wearhouse Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,414	$	16,955	$	40,883	$	—		$	59,252
Accounts receivable, net		38,250		38,924		44,121		(58,142	)		63,153
Inventories		250,598		209,348		139,540		—			599,486
Other current assets		74,818		12,382		6,006		—			93,206

Total current assets		365,080		277,609		230,550		(58,142	)		815,097
Property, plant and equipment, net		306,007		62,717		39,438		—			408,162
Tuxedo rental product, net		117,733		4,206		20,877		—			142,816
Goodwill		7,565		65,720		52,718		—			126,003
Intangible assets, net		401		30,000		27,626		—			58,027
Investments in subsidiaries		562,082		—		—		(562,082	)		—
Other assets		59,893		5,015		10,923		(70,706	)		5,125

Total assets	$	1,418,761	$	445,267	$	382,132	$	(690,930	)	$	1,555,230


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	88,005	$	77,917	$	40,982	$	(58,142	)	$	148,762
Accrued expenses and other current liabilities		122,455		29,925		24,147		—			176,527
Current maturities of long-term debt		10,000		—		—		—			10,000

Total current liabilities		220,460		107,842		65,129		(58,142	)		335,289
Long-term debt		87,500		—		59,906		(59,906	)		87,500
Deferred taxes and other liabilities		87,652		19,699		12,741		(10,800	)		109,292
Shareholders' equity:
Controlling interest		1,009,135		317,726		230,342		(548,068	)		1,009,135
Noncontrolling interest		14,014		—		14,014		(14,014	)		14,014

Total shareholders' equity		1,023,149		317,726		244,356		(562,082	)		1,023,149

Total liabilities and shareholders' equity	$	1,418,761	$	445,267	$	382,132	$	(690,930	)	$	1,555,230

The Men's Wearhouse, Inc.
Condensed Consolidating Statement of (Loss) Earnings
Year Ended January 31, 2015
(in thousands)

	The Men's Wearhouse Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	1,682,183		$	1,648,649		$	475,187		$	(553,471	)	$	3,252,548
Cost of sales		883,295			1,273,684			290,426			(553,471	)		1,893,934

Gross margin		798,888			374,965			184,761			—			1,358,614
Operating expenses		824,673			342,771			133,956			(15,996	)		1,285,404

Operating (loss) income		(25,785	)		32,194			50,805			15,996			73,210
Other income and expenses, net		14,438			1,558			—			(15,996	)		—
Interest income		1,998			1,605			306			(3,553	)		356
Interest expense		(67,264	)		(931	)		(1,390	)		3,553			(66,032	)
Loss on extinguishment of debt		(2,158	)		—			—			—			(2,158	)

Earnings (loss) before income taxes		(78,771	)		34,426			49,721			—			5,376
Provision (benefit) for income taxes		(21,462	)		15,363			11,570			—			5,471

Earnings before equity in net income of subsidiaries		(57,309	)		19,063			38,151			—			(95	)
Equity in earnings of subsidiaries		57,214			—			—			(57,214	)		—

Net (loss) earnings including non-controlling interest		(95	)		19,063			38,151			(57,214	)		(95	)
Net earnings attributable to non-controlling interest		(292	)		—			(292	)		292			(292	)

Net (loss) earnings attributable to common shareholders	$	(387	)	$	19,063		$	37,859		$	(56,922	)	$	(387	)


Comprehensive income (loss)	$	(33,369	)	$	19,289		$	5,917		$	(25,206	)	$	(33,369	)

The Men's Wearhouse, Inc.
Condensed Consolidating Statement of Earnings
Year Ended February 1, 2014
(in thousands)

	The Men's Wearhouse Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	1,596,991		$	942,138		$	463,504		$	(529,400	)	$	2,473,233
Cost of sales		830,473			796,764			286,386			(529,400	)		1,384,223

Gross margin		766,518			145,374			177,118			—			1,089,010
Operating expenses		708,099			135,098			130,621			(14,436	)		959,382

Operating income		58,419			10,276			46,497			14,436			129,628
Other income and expenses, net		13,708			728			—			(14,436	)		—
Interest income		2,484			411			361			(2,871	)		385
Interest expense		(3,504	)		(462	)		(2,110	)		2,871			(3,205	)

Earnings before income taxes		71,107			10,953			44,748			—			126,808
Provision for income taxes		26,240			5,592			10,759			—			42,591

Earnings before equity in net income of subsidiaries		44,867			5,361			33,989			—			84,217
Equity in earnings of subsidiaries		39,350			—			—			(39,350	)		—

Net earnings including non-controlling interest		84,217			5,361			33,989			(39,350	)		84,217
Net earnings attributable to non-controlling interest		(426	)		—			(426	)		426			(426	)

Net earnings attributable to common shareholders	$	83,791		$	5,361		$	33,563		$	(38,924	)	$	83,791


Comprehensive income	$	74,178		$	5,361		$	24,349		$	(29,710	)	$	74,178

The Men's Wearhouse, Inc.
Condensed Consolidating Statement of Earnings
Year Ended February 2, 2013
(in thousands)

	The Men's Wearhouse Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	1,581,121		$	981,384		$	483,894		$	(558,121	)	$	2,488,278
Cost of sales		845,459			799,051			293,741			(558,121	)		1,380,130

Gross margin		735,662			182,333			190,153			—			1,108,148
Operating expenses		664,153			127,717			133,264			(15,554	)		909,580

Operating income		71,509			54,616			56,889			15,554			198,568
Other income and expenses, net		13,941			1,613			—			(15,554	)		—
Interest income		3,453			358			579			(3,742	)		648
Interest expense		(1,755	)		(519	)		(3,012	)		3,742			(1,544	)

Earnings before income taxes		87,148			56,068			54,456			—			197,672
Provision for income taxes		40,245			13,364			12,000			—			65,609

Earnings before equity in net income of subsidiaries		46,903			42,704			42,456			—			132,063
Equity in earnings of subsidiaries		85,160			—			—			(85,160	)		—

Net earnings including non-controlling interest		132,063			42,704			42,456			(85,160	)		132,063
Net earnings attributable to non-controlling interest		(347	)		—			(347	)		347			(347	)

Net earnings attributable to common shareholders	$	131,716		$	42,704		$	42,109		$	(84,813	)	$	131,716


Comprehensive income	$	131,719		$	42,704		$	42,112		$	(84,816	)	$	131,719

The Men's Wearhouse, Inc.
Condensed Consolidating Statement of Cash Flows
Year Ended January 31, 2015
(in thousands)

	The Men's Wearhouse Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	378,293		$	(323,585	)	$	40,056		$	—		$	94,764

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(68,125	)		(17,965	)		(10,330	)		—			(96,420	)
Acquisition of business, net of cash		(1,820,308	)		328,915			—			—			(1,491,393	)
Receipts on intercompany long-term receivable		26,474			—			—			(26,474	)		—
Proceeds from sales of property and equipment		160			—			—			—			160

Net cash (used in) provided by investing activities		(1,861,799	)		310,950			(10,330	)		(26,474	)		(1,587,653	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan		1,089,000			—			—			—			1,089,000
Payments on new term loan		(2,750	)		—			—			—			(2,750	)
Proceeds from asset-based revolving credit facility		348,000			—			—			—			348,000
Payments on asset-based revolving credit facility		(348,000	)		—			—			—			(348,000	)
Proceeds from issuance of senior notes		600,000			—			—			—			600,000
Deferred financing costs		(51,080	)		—			—			—			(51,080	)
Payments on previous term loan		(97,500	)		—			—			—			(97,500	)
Payments on intercompany long-term liabilities		—			—			(26,474	)		26,474			—
Cash dividends paid		(34,785	)		—			—			—			(34,785	)
Purchase of non-controlling interest		(6,651	)		—			—			—			(6,651	)
Proceeds from issuance of common stock		8,082			—			—			—			8,082
Tax payments related to vested deferred stock units		(6,940	)		—			—			—			(6,940	)
Excess tax benefits from share-based plans		3,229			537			—			—			3,766
Repurchases of common stock		(251	)		—			—			—			(251	)

Net cash (used in) provided by financing activities		1,500,354			537			(26,474	)		26,474			1,500,891

Effect of exchange rate changes		—			—			(4,993	)		—			(4,993	)

Increase (decrease) in cash and cash equivalents		16,848			(12,098	)		(1,741	)		—			3,009
Cash and cash equivalents at beginning of period		1,414			16,955			40,883			—			59,252

Cash and cash equivalents at end of period	$	18,262		$	4,857		$	39,142		$	—		$	62,261

The Men's Wearhouse, Inc.
Condensed Consolidating Statement of Cash Flows
Year Ended February 1, 2014
(in thousands)

	The Men's Wearhouse Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	121,115		$	21,941		$	45,874		$	—		$	188,930

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(95,516	)		(6,859	)		(5,825	)		—			(108,200	)
Acquisition of business, net of cash		(94,906	)		—			—			—			(94,906	)
Receipts on intercompany long-term receivable		70,094			—			—			(70,094	)		—
Proceeds from sales of property and equipment		4,127			—			—			—			4,127

Net cash used in investing activities		(116,201	)		(6,859	)		(5,825	)		(70,094	)		(198,979	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		10,739			—			—			—			10,739
Payments on intercompany long-term liabilities		—			—			(70,094	)		70,094			—
Proceeds from previous term loan		100,000			—			—			—			100,000
Payments on previous term loan		(2,500	)		—			—			—			(2,500	)
Deferred financing costs		(1,776	)		—			—			—			(1,776	)
Cash dividends paid		(35,549	)		—			—			—			(35,549	)
Tax payments related to vested deferred stock units		(3,865	)		—			—			—			(3,865	)
Excess tax benefits from share-based plans		1,404			741			—			—			2,145
Repurchases of common stock		(152,129	)		—			—			—			(152,129	)

Net cash (used in) provided by financing activities		(83,676	)		741			(70,094	)		70,094			(82,935	)

Effect of exchange rate changes		—			—			(3,827	)		—			(3,827	)

Increase (decrease) in cash and cash equivalents		(78,762	)		15,823			(33,872	)		—			(96,811	)
Cash and cash equivalents at beginning of period		80,176			1,132			74,755			—			156,063

Cash and cash equivalents at end of period	$	1,414		$	16,955		$	40,883		$	—		$	59,252

The Men's Wearhouse, Inc.
Condensed Consolidating Statement of Cash Flows
Year Ended February 2, 2013
(in thousands)

	The Men's Wearhouse Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	178,544		$	11,140		$	36,046		$	—		$	225,730

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(100,752	)		(11,952	)		(8,729	)		—			(121,433	)
Receipts on intercompany long-term receivable		14,000			—			—			(14,000	)		—
Investments in trademarks, tradenames and other assets		(2,075	)		—			—			—			(2,075	)
Proceeds from sales of property and equipment		33			—			—			—			33

Net cash used in investing activities		(88,794	)		(11,952	)		(8,729	)		(14,000	)		(123,475	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		8,457			—			—			—			8,457
Payments on intercompany long-term liabilities		—			—			(14,000	)		14,000			—
Cash dividends paid		(37,084	)		—			—			—			(37,084	)
Tax payments related to vested deferred stock units		(4,421	)		—			—			—			(4,421	)
Excess tax benefits from share-based plans		2,264			733			—			—			2,997
Repurchases of common stock		(41,296	)		—			—			—			(41,296	)

Net cash (used in) provided by financing activities		(72,080	)		733			(14,000	)		14,000			(71,347	)

Effect of exchange rate changes		—			—			(151	)		—			(151	)

Increase (decrease) in cash and cash equivalents		17,670			(79	)		13,166			—			30,757
Cash and cash equivalents at beginning of period		62,506			1,211			61,589			—			125,306

Cash and cash equivalents at end of period	$	80,176		$	1,132		$	74,755		$	—		$	156,063