10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April, 28, 2012

or

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

For the transition period from           to            

Commission file number 1-16097

THE MEN’S WEARHOUSE, INC.

(Exact Name of Registrant as Specified in its Charter)

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

(281) 776-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x. No o.

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

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

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

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

The number of shares of common stock of the Registrant, par value $.01 per share, outstanding at May 29, 2012 was 50,920,144 excluding 21,316,347 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 April 28, 2012 (unaudited), April 30, 2011 (unaudited), and January 28, 2012	2
Condensed Consolidated Statements of Earnings for the Quarter Ended April 28, 2012 (unaudited) and April 30, 2011 (unaudited)	3
Condensed Consolidated Statements of Comprehensive Income for the Quarter Ended April 28, 2012 (unaudited) and April 30, 2011 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Quarter Ended April 28, 2012 (unaudited) and April 30, 2011 (unaudited)	5
Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3 — Quantitative and Qualitative Disclosures about Market Risk	29
Item 4 — Controls and Procedures	29
PART II — Other Information
Item 1 — Legal Proceedings	30
Item 1A — Risk Factors	30
Item 2— Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6 — Exhibits	32
SIGNATURES	32

Forward-Looking and Cautionary Statements

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

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

PART I.  FINANCIAL INFORMATION

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GENERAL INFORMATION

The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its   subsidiaries and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (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 statement of the results for the quarters ended April 28, 2012 and April 30, 2011.

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

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

1

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	April 28,2012			April 30,2011			January 28, 2012
	(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	118,716		$	145,657		$	125,306
Accounts receivable, net	69,249			72,004			56,669
Inventories	606,522			521,082			572,502
Other current assets	66,392			67,911			70,906
Total current assets	860,879			806,654			825,383
PROPERTY AND EQUIPMENT, net	367,628			329,592			355,717
TUXEDO RENTAL PRODUCT, net	112,368			95,180			99,814
GOODWILL	89,230			91,021			87,782
INTANGIBLE ASSETS, net	33,961			38,343			33,711
OTHER ASSETS	4,745			7,642			3,545
TOTAL ASSETS	$	1,468,811		$	1,368,432		$	1,405,952
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	159,058		$	153,144		$	123,445
Accrued expenses and other current liabilities	179,172			170,847			154,395
Income taxes payable	967			597			3,435
Total current liabilities	339,197			324,588			281,275
DEFERRED TAXES AND OTHER LIABILITIES	100,935			70,736			92,858
Total liabilities	440,132			395,324			374,133
COMMITMENTS AND CONTINGENCIES (Note 3 and Note 13)
EQUITY:
Preferred stock	—			—			—
Common stock	721			714			718
Capital in excess of par	368,025			343,846			362,735
Retained earnings	1,113,130			1,024,168			1,095,535
Accumulated other comprehensive income	44,647			52,793			36,921
Treasury stock, at cost	(510,615		)	(461,760		)	(476,749		)
Total equity attributable to common shareholders	1,015,908			959,761			1,019,160
Noncontrolling interest	12,771			13,347			12,659
Total equity	1,028,679			973,108			1,031,819
TOTAL LIABILITIES AND EQUITY	$	1,468,811		$	1,368,432		$	1,405,952

See Notes to Condensed Consolidated Financial Statements.

2

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

	For the Quarter Ended
	April 28,  2012			April 30,  2011
Net sales:
Retail clothing product	$	420,469		$	410,261
Tuxedo rental services	78,489			73,141
Alteration and other services	37,734			37,309
Total retail sales	536,692			520,711
Corporate apparel clothing product sales	49,882			59,673
Total net sales	586,574			580,384
Cost of sales:
Retail clothing product	188,606			187,373
Tuxedo rental services	11,013			9,807
Alteration and other services	27,558			26,301
Occupancy costs	68,698			67,171
Total retail cost of sales	295,875			290,652
Corporate apparel clothing product cost of sales	36,650			43,099
Total cost of sales	332,525			333,751
Gross margin:
Retail clothing product	231,863			222,888
Tuxedo rental services	67,476			63,334
Alteration and other services	10,176			11,008
Occupancy costs	(68,698		)	(67,171		)
Total retail gross margin	240,817			230,059
Corporate apparel clothing product gross margin	13,232			16,574
Total gross margin	254,049			246,633
Selling, general and administrative expenses	213,102			202,996
Operating income	40,947			43,637
Interest income	128			44
Interest expense	(433		)	(312		)
Earnings before income taxes	40,642			43,369
Provision for income taxes	14,062			16,177
Net earnings including noncontrolling interest	26,580			27,192
Net loss attributable to noncontrolling interest	304			233
Net earnings attributable to common shareholders	$	26,884		$	27,425
Net earnings per common share attributable to common shareholders (Note 2):
Basic	$	0.52		$	0.52
Diluted	$	0.52		$	0.52
Weighted average common shares outstanding (Note 2):
Basic	50,932			51,918
Diluted	51,237			52,197
Cash dividends declared per common share	$	0.18		$	0.12

See Notes to Condensed Consolidated Financial Statements.

3

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	For the Quarter Ended
	April 28,  2012			April 30,  2011
Net earnings including noncontrolling interest	$	26,580		$	27,192
Currency translation adjustments, net of tax	8,142			15,107
Comprehensive income including noncontrolling interest	34,722			42,299
Comprehensive loss attributable to noncontrolling interest:
Net loss	304			233
Currency translation adjustments, net of tax	(416		)	(680		)
Amounts attributable to noncontrolling interest	(112		)	(447		)
Comprehensive income attributable to common shareholders	$	34,610		$	41,852

See Notes to Condensed Consolidated Financial Statements.

4

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Quarter Ended
	April 28,2012			April 30,2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including noncontrolling interest	$	26,580		$	27,192
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	20,681			18,652
Tuxedo rental product amortization	5,988			5,546
Loss on disposition of assets	1,081			88
Deferred rent expense	276			359
Share-based compensation	4,117			2,970
Excess tax benefits from share-based plans	(1,960		)	(691		)
Deferred tax provision	8,430			7,097
Changes in operating assets and liabilities:
Accounts receivable	(11,161		)	(8,900		)
Inventories	(30,059		)	(27,266		)
Tuxedo rental product	(18,157		)	(10,204		)
Other assets	(2,433		)	7,983
Accounts payable, accrued expenses and other current liabilities	60,335			58,584
Income taxes payable	(445		)	(1,818		)
Other liabilities	2,047			(558		)
Net cash provided by operating activities	65,320			79,034
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(30,664		)	(14,284		)
Proceeds from sales of property and equipment	8			22
Net cash used in investing activities	(30,656		)	(14,262		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	3,233			1,539
Cash dividends paid	(9,357		)	(6,409		)
Tax payments related to vested deferred stock units	(4,017		)	(2,955		)
Excess tax benefits from share-based plans	1,960			691
Purchase of treasury stock	(33,866		)	(48,999		)
Net cash used in financing activities	(42,047		)	(56,133		)
Effect of exchange rate changes	793			647
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(6,590		)	9,286
Balance at beginning of period	125,306			136,371
Balance at end of period	$	118,716		$	145,657

See Notes to Condensed Consolidated Financial Statements.

5

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Significant Accounting Policies

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

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

Recent Accounting Pronouncements — In September 2011, the Financial Accounting Standards Board (“FASB”) issued updated guidance regarding testing goodwill for impairment.  The updated guidance will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test.  Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.  The amended guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of this update had no impact on our financial position, results of operations or cash flows but may change the way we perform our annual goodwill impairment test in the fourth quarter of 2012.

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

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

6

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2.  Earnings per Share

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

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

	For the Quarter Ended
	April 28, 2012			April 30, 2011
Numerator
Total net earnings attributable to common shareholders	$	26,884		$	27,425
Net earnings allocated to participating securities (restricted stock and deferred stock units)	(426		)	(294		)
Net earnings attributable to common shareholders	$	26,458		$	27,131
Denominator
Basic weighted average common shares outstanding	50,932			51,918
Effect of dilutive securities:
Stock options and equity-based compensation	305			279
Diluted weighted average common shares outstanding	51,237			52,197
Net earnings per common share attributable to common shareholders:
Basic	$	0.52		$	0.52
Diluted	$	0.52		$	0.52

For the quarters ended April 28, 2012 and April 30, 2011, 0.2 million and 0.5 million anti-dilutive stock options were excluded from the calculation of diluted earnings per common share attributable to common shareholders, respectively.

7

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3.  Debt

We have a revolving credit facility with a group of banks (the “Credit Agreement”) that provides for a total senior revolving credit facility of $200.0 million, with increases to $300.0 million upon additional lender commitments, that matures on January 26, 2016.  The Credit Agreement is secured by the stock of certain of our subsidiaries.  The Credit Agreement has several borrowing and interest rate options including the following indices:  (i) adjusted LIBO rate, (ii) adjusted EURIBO rate, (iii) CDO rate, (iv) Canadian prime rate or (v) an alternate base rate (equal to the greater of the prime rate, the federal funds rate plus 0.5% or the adjusted LIBO rate for a one month period plus 1.0%).  Advances under the Credit Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin 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 April 28, 2012, there were no borrowings outstanding under the Credit Agreement.

The Credit Agreement contains certain restrictive and financial covenants, including the requirement to maintain certain financial ratios.  The restrictive provisions in the Credit Agreement reflect an overall covenant structure that is generally representative of a commercial loan made to an investment-grade company.  Our debt, however, is not rated and we have not sought, and are not seeking, a rating of our debt.  We were in compliance with the covenants in the Credit Agreement as of April 28, 2012.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  At April 28, 2012, letters of credit totaling approximately $23.3 million were issued and outstanding.  Borrowings available under our Credit Agreement at April 28, 2012 were $176.7 million.

4.  Supplemental Cash Flows

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Cash paid during the quarter for:
Interest	$	328	$	177
Income taxes, net	$	6,786	$	2,405
Schedule of noncash investing and financing activities:
Tax benefit related to share-based plans	$	1,960	$	633
Cash dividends declared	$	9,271	$	6,219

We had unpaid capital expenditure purchases accrued in accounts payable, accrued expenses and other current liabilities of approximately $11.0 million and $4.9 million at April 28, 2012 and April 30, 2011, respectively. Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period they are paid.

8

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

	April 28,2012		April 30,2011		January 28, 2012
Prepaid expenses	$	34,657	$	31,766	$	32,266
Current deferred tax asset	22,396		27,329		29,392
Tax receivable	2,233		4,309		1,564
Other	7,106		4,507		7,684
Total other current assets	$	66,392	$	67,911	$	70,906
Accrued expenses and other current liabilities consist of the following (in thousands):
Accrued salary, bonus, sabbatical and vacation	$	39,198	$	37,514	$	61,544
Sales, value added, payroll and property taxes payable	30,661		27,998		18,176
Accrued workers compensation and medical costs	17,533		17,493		17,590
Customer deposits, prepayments and refunds payable	51,889		48,949		17,521
Unredeemed gift certificates	13,343		12,890		14,895
Loyalty program reward certificates	6,735		6,964		6,537
Cash dividends declared	9,271		6,219		9,339
Other	10,542		12,820		8,793
Total accrued expenses and other current liabilities	$	179,172	$	170,847	$	154,395
Deferred taxes and other liabilities consist of the following (in thousands):
Deferred rent and landlord incentives	$	51,446	$	48,765	$	50,953
Non-current deferred and other income tax liabilities	37,618		16,114		34,812
Other	11,871		5,857		7,093
Total deferred taxes and other liabilities	$	100,935	$	70,736	$	92,858

9

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6.  Equity and Noncontrolling Interest

A reconciliation of the total carrying amount of the Company’s equity accounts for the quarter ended April 28, 2012 is as follows (in thousands):

	Common Stock		Capital in Excess of Par			RetainedEarnings			Accumulated Other ComprehensiveIncome		Treasury Stock, at Cost			TotalEquity Attributable to Common Shareholders			Noncontrolling Interest			TotalEquity
Balances — January 28, 2012	$	718	$	362,735		$	1,095,535		$	36,921	$	(476,749	)	$	1,019,160		$	12,659		$	1,031,819
Net earnings (loss)	—		—			26,884			—		—			26,884			(304		)	26,580
Other comprehensive income	—		—			—			7,726		—			7,726			416			8,142
Cash dividends	—		—			(9,289		)	—		—			(9,289		)	—			(9,289		)
Share-based compensation	—		4,117			—			—		—			4,117			—			4,117
Common stock issued to stock discount plan	—		624			—			—		—			624			—			624
Common stock issued upon exercise of stock options	1		2,608			—			—		—			2,609			—			2,609
Common stock issued pursuant to restricted stock and deferred stock unit awards	2		(2		)	—			—		—			—			—			—
Tax payments related to vested deferred stock units	—		(4,017		)	—			—		—			(4,017		)	—			(4,017		)
Tax benefit related to share-based plans	—		1,960			—			—		—			1,960			—			1,960
Treasury stock purchased	—		—			—			—		(33,866		)	(33,866		)	—			(33,866		)
Balances — April 28, 2012	$	721	$	368,025		$	1,113,130		$	44,647	$	(510,615	)	$	1,015,908		$	12,771		$	1,028,679

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

	Common Stock		Capital in Excess ofPar			RetainedEarnings			AccumulatedOther Comprehensive Income		TreasuryStock, at Cost			TotalEquityAttributable to Common Shareholders			NoncontrollingInterest			TotalEquity
Balances — January 29, 2011	$	710	$	341,663		$	1,002,975		$	38,366	$	(412,761	)	$	970,953		$	12,900		$	983,853
Net earnings (loss)	—		—			27,425			—		—			27,425			(233		)	27,192
Other comprehensive income	—		—			—			14,427		—			14,427			680			15,107
Cash dividends	—		—			(6,232		)	—		—			(6,232		)	—			(6,232		)
Share-based compensation	—		2,970			—			—		—			2,970			—			2,970
Common stock issued to stock discount plan	—		520			—			—		—			520			—			520
Common stock issued upon exercise of stock options	1		1,018			—			—		—			1,019			—			1,019
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	—		633			—			—		—			633			—			633
Treasury stock purchased	—		—			—			—		(48,999		)	(48,999		)	—			(48,999		)
Balances — April 30, 2011	$	714	$	343,846		$	1,024,168		$	52,793	$	(461,760	)	$	959,761		$	13,347		$	973,108

10

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7.  Treasury Stock

In January 2011, the Board of Directors approved a $150.0 million share repurchase program of our common stock, which amended and increased the Company’s then existing $100.0 million share repurchase program authorized in August 2007.

During the first quarter of 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.  During the first quarter of 2012, 861,484 shares at a cost of $33.6 million were repurchased at an average price per share of $39.01 under the January 2011 authorization.  At April 28, 2012, the remaining balance available under the January 2011 authorization was $52.6 million.

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

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Shares repurchased	868,525		1,829,472
Total costs	$	33,866	$	48,999
Average price per share	$	38.99	$	26.78

11

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8.  Share-Based Compensation Plans

We maintain several equity plans under which we may grant stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards to full-time key employees and non-employee directors.  We account for share-based awards in accordance with the 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 quarters ended April 28, 2012 and April 30, 2011 was $4.1 million and $3.0 million, respectively.

Stock Options

The following table summarizes stock option activity for the quarter ended April 28, 2012:

	Shares		Weighted- Average Exercise Price
Outstanding at January 28, 2012	1,314,422		$	22.61
Granted	100,349		40.13
Exercised	(138,773	)	18.80
Forfeited	(7,000	)	22.72
Expired	—		—
Outstanding at April 28, 2012	1,268,998		$	24.42
Exercisable at April 28, 2012	678,609		$	21.85

The weighted-average grant date fair value of the 100,349 stock options granted during the quarter ended April 28, 2012 was $17.21 per share.  The following table summarizes the weighted average assumptions used to fair value stock options at the date of grant using the Black-Scholes option pricing model for the quarter ended April 28, 2012.

	For the Quarter Ended
	April 28, 2012
Risk-free interest rate	1.09	%
Expected lives	5.0 years
Dividend yield	2.07	%
Expected volatility	58.67	%

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

As of April 28, 2012, we have unrecognized compensation expense related to nonvested stock options of approximately $5.9 million which is expected to be recognized over a weighted average period of 2.3 years.

12

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nonvested Deferred Stock Units and Restricted Stock Shares

The following table summarizes deferred stock unit activity for the quarter ended April 28, 2012:

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	539,749		$	28.10
Granted	330,284		40.13
Vested (1)	(350,255	)	27.68
Forfeited	(4,784	)	27.94
Nonvested at April 28, 2012	514,994		$	36.10

(1) Includes 109,335 shares relinquished for tax payments related to vested deferred stock units for the quarter ended April 28, 2012.

The following table summarizes restricted stock activity for the quarter ended April 28, 2012:

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	119,081		$	28.45
Granted	4,578		38.20
Vested	(19,360	)	27.77
Forfeited	—		—
Nonvested at April 28, 2012	104,299		$	29.01

As of April 28, 2012, we have unrecognized compensation expense related to nonvested deferred stock units and shares of restricted stock of approximately $18.6 million, which is expected to be recognized over a weighted average period of 1.5 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 quarter ended April 28, 2012, employees purchased 22,452 shares under the ESDP, which had a weighted-average share price of $27.79 per share.  As of April 28, 2012, 930,650 shares were reserved for future issuance under the ESDP.

13

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9.  Goodwill and Other Intangible Assets

Goodwill

Goodwill allocated to the Company’s reportable segments and changes in the net carrying amount of goodwill for the quarter ended April 28, 2012 are as follows (in thousands):

	Retail		Corporate Apparel		Total
Balance at January 28, 2012	$	59,900	$	27,882	$	87,782
Translation adjustment	557		891		1,448
Balance at April 28, 2012	$	60,457	$	28,773	$	89,230

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 quarter of fiscal 2012.

Intangible Assets

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

	April 28, 2012			April 30, 2011			January 28, 2012
Amortizable intangible assets:
Carrying amount:
Trademarks, tradenames, and other intangibles	$	12,533		$	12,835		$	12,648
Customer relationships	33,225			34,141			32,149
Total carrying amount	45,758			46,976			44,797
Accumulated amortization:
Trademarks, tradenames, and other intangibles	(8,259		)	(7,870		)	(8,339		)
Customer relationships	(4,838		)	(2,099		)	(4,005		)
Total accumulated amortization	(13,097		)	(9,969		)	(12,344		)
Total amortizable intangible assets, net	32,661			37,007			32,453
Infinite-lived intangible assets:
Trademarks	1,300			1,336			1,258
Total intangible assets, net	$	33,961		$	38,343		$	33,711

The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $0.8 million and $0.9 million for the quarter ended April 28, 2012 and April 30, 2011, respectively, and approximately $3.4 million for the year ended January 28, 2012.  Pretax amortization associated with intangible assets subject to amortization at April 28, 2012 is estimated to be $2.4 million for the remainder of fiscal year 2012, $3.2 million for fiscal year 2013 and $3.1 million for each of the fiscal years 2014, 2015 and 2016.

14

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10.  Fair Value Measurements

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

There were no transfers into or out of Level 1 and Level 2 during the quarter ended April 28, 2012 or April 30, 2011, respectively, or during the year ended January 28, 2012.

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

	Fair Value Measurements at Reporting Date Using
(in thousands)	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
At April 28, 2012-
Assets:
Cash equivalents	$	20,027	$	—	$	—	$	20,027
Liabilities:
Derivative financial instruments	$	—	$	548	$	—	$	548
At January 28, 2012-
Assets:
Cash equivalents	$	20,017	$	—	$	—	$	20,017
Derivative financial instruments	$	—	$	14	$	—	$	14
Liabilities:
Derivative financial instruments	$	—	$	142	$	—	$	142
At April 30, 2011-
Assets:
Derivative financial instruments	$	—	$	207	$	—	$	207
Liabilities:
Derivative financial instruments	$	—	$	1,371	$	—	$	1,371

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

Derivative financial instruments are comprised of foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity’s functional currency.  Our derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value based upon observable market inputs.  Derivative financial instruments in an asset position are included within other current assets in the condensed consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets.  Refer to Note 11 for further information regarding our derivative instruments.

15

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset.  The fair values of long-lived assets held-for-use are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available.  We classify these measurements as Level 3 within the fair value hierarchy.  No impairment charges were recorded for the carrying value of long-lived assets during the first quarter of 2012 or 2011.

Fair Value of Financial Instruments

Our financial instruments, other than those presented in the disclosures above, consist of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities.  Management estimates that, as of April 28, 2012, April 30, 2011 and January 28, 2012, the carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair value due to the highly liquid or short-term nature of these instruments.

11.  Derivative Financial Instruments

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

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

16

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The tables below disclose the fair value of the derivative financial instruments included in the condensed consolidated balance sheets as of April 28, 2012, January 28, 2012 and April 30, 2011 (in thousands):

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments:
At April 28, 2012-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	—	other current liabilities	$	548
At January 28, 2012-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	14	other current liabilities	$	142
At April 30, 2011-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	207	other current liabilities	$	1,371

At April 28, 2012, we had 12 contracts to purchase euros for an aggregate notional amount of US$1.4 million maturing in various increments at various dates through August 2012, 11 contracts to purchase United States dollars (“USD”) for an aggregate notional amount of Canadian dollars (“CAD”) $5.0 million maturing in various increments at various dates through August 2012 and 15 contracts to purchase USD for an aggregate notional amount of pounds Sterling (“GBP”) £10.9 million maturing in various increments at various dates through August 2012.  For the quarter ended April 28, 2012, we recognized a net pre-tax loss of $0.8 million in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as cash flow hedges.

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

At April 30, 2011, we had six contracts to purchase euros for an aggregate notional amount of US$3.0 million maturing in various increments at various dates through October 2011, two contracts to purchase USD for an aggregate notional amount of CAD $0.2 million maturing in various increments at various dates through May 2011 and 60 contracts to purchase USD for an aggregate notional amount of GBP £21.7 million maturing in various increments at various dates through November 2011.  For the quarter ended April 30, 2011, we recognized a net pre-tax loss of $0.8 million in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as cash flow hedges.

We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of April 28, 2012, January 28, 2012 or April 30, 2011, respectively.

17

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12.  Segment Reporting

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

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

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

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

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Net sales:
MW (1)	$	371,468	$	354,671
K&G	103,092		106,749
Moores	55,478		53,180
MW Cleaners	6,654		6,111
Total retail segment	536,692		520,711
Twin Hill	7,065		5,715
Dimensions and Alexandra (UK)	42,817		53,958
Total corporate apparel segment	49,882		59,673
Total net sales	$	586,574	$	580,384

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

18

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Net sales:
Men’s tailored clothing product	$	230,280	$	229,203
Men’s non-tailored clothing product	166,888		158,283
Ladies’ clothing product	23,301		22,775
Total retail clothing product	420,469		410,261
Tuxedo rental services	78,489		73,141
Alteration services	31,080		31,198
Retail dry cleaning services	6,654		6,111
Total alteration and other services	37,734		37,309
Corporate apparel clothing product	49,882		59,673
Total net sales	$	586,574	$	580,384

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

	For the Quarter Ended
	April 28, 2012			April 30, 2011
Operating income (loss):
Retail	$	43,367		$	44,897
Corporate apparel	(2,420		)	(1,260		)
Operating income	40,947			43,637
Interest income	128			44
Interest expense	(433		)	(312		)
Earnings before income taxes	$	40,642		$	43,369

19

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

13.  Legal Matters

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

20

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

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

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

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

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

21

Overview

We had revenues of $586.6 million, gross margin of $254.0 million and net earnings attributable to common shareholders of $26.9 million for the quarter ended April 28, 2012, compared to revenues of $580.4 million, gross margin of $246.6 million and net earnings attributable to common shareholders of $27.4 million for the quarter ended April 30, 2011.  We increased our revenues by $6.2 million or 1.1% and our gross margin by $7.4 million or 3.0%, while net earnings attributable to common shareholders declined by $0.5 million or 2.0%.

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

	For the Quarter Ended				For the Year Ended
	April 28, 2012		April 30, 2011		January 28, 2012
Stores open at beginning of period:	1,166		1,192		1,192
Opened	4		3		25
Closed	(8	)	(8	)	(51	)
Stores open at end of period	1,162		1,187		1,166
Stores open at end of period:
Men’s Wearhouse	611		587		607
Men’s Wearhouse & Tux	336		382		343
K&G	98		101		99
Moores	117		117		117
	1,162		1,187		1,166

During the first quarter of 2012, we opened four Men’s Wearhouse stores and closed eight stores (one K&G store and seven Men’s Wearhouse & Tux stores), of which seven had reached the end of their lease terms.

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

22

Results of Operations

For the Quarter Ended April 28, 2012 compared to the Quarter Ended April 30, 2011

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

	For the Quarter  Ended (1)
	April 28,		April 30,
	2012		2011
Net sales:
Retail clothing product	71.7	%	70.7	%
Tuxedo rental services	13.4		12.6
Alteration and other services	6.4		6.4
Total retail sales	91.5		89.7
Corporate apparel clothing product sales	8.5		10.3
Total net sales	100.0	%	100.0	%
Cost of sales (2):
Retail clothing product	44.9		45.7
Tuxedo rental services	14.0		13.4
Alteration and other services	73.0		70.5
Occupancy costs	12.8		12.9
Total retail cost of sales	55.1		55.8
Corporate apparel clothing product cost of sales	73.5		72.2
Total cost of sales	56.7		57.5
Gross margin (2):
Retail clothing product	55.1		54.3
Tuxedo rental services	86.0		86.6
Alteration and other services	27.0		29.5
Occupancy costs	(12.8	)	(12.9	)
Total retail gross margin	44.9		44.2
Corporate apparel clothing product gross margin	26.5		27.8
Total gross margin	43.3		42.5
Selling, general and administrative expenses	36.3		35.0
Operating income	7.0		7.5
Interest income	0.0		0.0
Interest expense	(0.1	)	(0.1	)
Earnings before income taxes	6.9		7.5
Provision for income taxes	2.4		2.8
Net earnings including noncontrolling interest	4.5		4.7
Net loss attributable to noncontrolling interest	0.1		0.0
Net earnings attributable to common shareholders	4.6	%	4.7	%

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

(2)Calculated as a percentage of related sales.

23

Total retail sales increased $16.0 million, or 3.1%, to $536.7 million due mainly to a $10.2 million increase in retail clothing product revenues and a $5.3 million increase in tuxedo rental services revenues.  These increases are attributable to the following:

(in millions)			Amount Attributed to
$	11.6		Increase in comparable sales.
8.7			Increase from net sales of stores opened in 2011, relocated stores and expanded stores not yet included in comparable sales.
1.2			Increase in e-commerce, alteration and other services sales.
0.8			Increase in net sales from four new stores opened in 2012.
(5.1		)	Decrease in net sales resulting from closed stores.
(1.2		)	Decrease in net sales resulting from change in U.S./Canadian dollar exchange rate.
$	16.0		Increase in total retail sales.

Comparable store sales (which are calculated by excluding the net sales of a store for any month of one period if the store was not open throughout the same month of the prior period) increased 3.8% at Men’s Wearhouse/Men’s Wearhouse and Tux, increased 7.1% at Moores and decreased 4.0% at K&G.  The increase at Men’s Wearhouse/Men’s Wearhouse and Tux resulted from increased average unit retails (net selling prices) that more than offset decreases in the units sold per transaction and the average number of transactions per store.  The increase at Moores was driven by increased average unit retails and increased units sold per transaction that more than offset a decrease in the average number of transactions per store.  The decrease at K&G was due to decreased average unit retails that more than offset increases in units sold per transaction and the average number of transactions per store.  Tuxedo rental service revenues increased primarily due to increased unit rentals in the U.S.

Total corporate apparel clothing product sales decreased $9.8 million.  UK corporate apparel sales decreased $11.1 million due mainly to the absence in 2012 of new programs by several customers which occurred in the first quarter of 2011.  U.S. corporate apparel sales increased $1.3 million due primarily to increased sales from a customer program and increased catalog sales.

The Company’s gross margin was as follows:

	For the Quarter Ended
	April 28,			April 30,
	2012			2011
Gross margin (in thousands)	$	254,049		$	246,633
Gross margin as a percentage of related sales:
Retail gross margin:
Clothing product	55.1		%	54.3		%
Tuxedo rental services	86.0		%	86.6		%
Alteration and other services	27.0		%	29.5		%
Occupancy costs	(12.8		)%	(12.9		)%
Total retail gross margin	44.9		%	44.2		%
Corporate apparel clothing product gross margin	26.5		%	27.8		%
Total gross margin	43.3		%	42.5		%

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

In the retail segment, total gross margin as a percentage of related sales increased from 44.2% in the first quarter of 2011 to 44.9% in the first quarter of 2012.  On an absolute dollar basis, total retail segment gross margin increased $10.8 million or 4.7% from the same prior year quarter to $240.8 million in the first quarter of 2012.  Retail clothing product gross margin increased from 54.3% in the first quarter of 2011 to 55.1% in the first quarter of 2012 due primarily to increased average unit retails. The gross

24

margin for alteration and other services decreased from 29.5% in the first quarter of 2011 to 27.0% in the first quarter of 2012 mainly as a result of increased payroll related costs.  Occupancy costs, which is relatively constant on a per store basis and includes store related rent, common area maintenance, utilities, repairs and maintenance, security, property taxes and depreciation, decreased slightly from 12.9% in the first quarter of 2011 to 12.8% in the first quarter of 2012.  On an absolute dollar basis, occupancy costs increased $1.5 million primarily due to higher rent and depreciation expense.

In the corporate apparel segment, total gross margin as a percentage of related sales decreased from 27.8% in the first quarter of 2011 to 26.5% in the first quarter of 2012 mainly as a result of the decreased new program sales by our UK-based operations.  On an absolute dollar basis, corporate apparel gross margin decreased $3.3 million.

Selling, general and administrative expenses (“SG&A”) increased to $213.1 million in the first quarter of 2012 from $203.0 million in the first quarter of 2011, an increase of $10.1 million or 5.0%.  As a percentage of total net sales, these expenses increased from 35.0% in the first quarter of 2011 to 36.3% in the first quarter of 2012.  The components of this 1.3% net increase in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:

%		Attributed to
0.3		Increase in advertising expense as a percentage of sales from 3.0% in the first quarter of 2011 to 3.3% in the first quarter of 2012. On an absolute dollar basis, advertising expense increased $1.6 million.
0.4		Increase in store salaries as a percentage of sales from 12.7% in the first quarter of 2011 to 13.1% in the first quarter of 2012. Store salaries on an absolute dollar basis increased $3.6 million primarily due to increased store sales support salaries and increased commissions associated with increased retail sales.
0.6		Increase in other SG&A expenses as a percentage of sales from 19.3% in the first quarter of 2011 to 19.9% in the first quarter of 2012. On an absolute dollar basis, other SG&A expenses increased $4.9 million primarily due to increased payroll related costs and increased expenses associated with increased retail sales.
1.3	%	Total

In the retail segment, SG&A expenses as a percentage of related net sales increased from 35.6% in the first quarter of 2011 to 36.8% in the first quarter of 2012.  On an absolute dollar basis, retail segment SG&A expenses increased $12.3 million primarily due to increased advertising expense, stores salaries, payroll related costs and expenses associated with increased retail sales.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales increased from 29.9% in the first quarter of 2011 to 31.4% in the first quarter of 2012.  On an absolute dollar basis, corporate apparel segment SG&A expenses decreased $2.2 million primarily due to reduced UK operating expenses following the consolidation of Dimensions and Alexandra distribution facilities and supporting service functions and the absence in the first quarter of 2012 of $0.7 million in integration costs associated with our 2010 UK acquisitions.

Corporate apparel segment operating loss of $2.4 million for the first quarter of 2012 includes $1.7 million of operating losses in the UK and $0.7 million of operating losses in the U.S.

Our effective income tax rate was 34.6% for the first quarter of fiscal 2012 and 37.3% for the first quarter of fiscal 2011.  The effective tax rate for the first quarter of fiscal 2012 was lower than the statutory U.S. federal rate of 35% due to the favorable tax rate effects from net permanent book-to-tax adjustments and lower foreign statutory tax rates imposed on our foreign operations, offset partially by the effect of state income taxes.  The effective tax rate for the first quarter of fiscal 2011 was higher than the statutory U.S. federal rate of 35% due mainly to state income taxes, offset partially by lower foreign statutory tax rates imposed on our foreign operations.

These factors resulted in net earnings attributable to common shareholders of $26.9 million or 4.6% of net sales for the first quarter of 2012, compared with net earnings of $27.4 million or 4.7% of net sales for the first quarter of 2011.

25

Liquidity and Capital Resources

At April 28, 2012, January 28, 2012 and April 30, 2011, cash and cash equivalents totaled $118.7 million, $125.3 million and $145.7 million, respectively, and  working capital was $521.7 million, $544.1 million and $482.1 million, respectively.  Our primary sources of working capital are cash flows from operations and borrowings under our Credit Agreement (as defined below).  The $22.4 million decrease in working capital at April 28, 2012 compared to January 28, 2012 was due mainly to purchases of treasury stock made during the first quarter of 2012.

Credit Facilities

We have a revolving credit facility with a group of banks (the “Credit Agreement”) that provides for a total senior revolving credit facility of $200.0 million, with increases to $300.0 million upon additional lender commitments, that matures on January 26, 2016.  The Credit Agreement is secured by the stock of certain of our subsidiaries.  The Credit Agreement has several borrowing and interest rate options including the following indices:  (i) adjusted LIBO rate, (ii) adjusted EURIBO rate, (iii) CDO rate, (iv) Canadian prime rate or (v) an alternate base rate (equal to the greater of the prime rate, the federal funds rate plus 0.5% or the adjusted LIBO rate for a one month period plus 1.0%).  Advances under the Credit Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin 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 April 28, 2012, there were no borrowings outstanding under the Credit Agreement.

The Credit Agreement contains certain restrictive and financial covenants, including the requirement to maintain certain financial ratios.  The restrictive provisions in the Credit Agreement reflect an overall covenant structure that is generally representative of a commercial loan made to an investment-grade company.  Our debt, however, is not rated and we have not sought, and are not seeking, a rating of our debt.  We were in compliance with the covenants in the Credit Agreement as of April 28, 2012.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  At April 28, 2012, letters of credit totaling approximately $23.3 million were issued and outstanding.  Borrowings available under our Credit Agreement at April 28, 2012 were $176.7 million.

26

Cash flow activities

Operating activities — Our primary source of operating cash flow is from sales to our customers.  Our primary uses of cash include clothing product inventory and tuxedo rental product purchases, personnel related expenses, occupancy costs, advertising costs and income tax payments.  Our operating activities provided net cash of $65.3 million in the first quarter of 2012, due mainly to net earnings, adjusted for non-cash charges, and an increase in accounts payable, accrued expenses and other current liabilities, offset by increases in accounts receivable, inventories and tuxedo rental product.  During the first quarter of 2011, our operating activities provided net cash of $79.0 million, due mainly to net earnings, adjusted for non-cash charges, a decrease in other assets and an increase in accounts payable, accrued expenses and other current liabilities, offset by increases in accounts receivable, inventories and tuxedo rental product.  The increase in accounts receivable in the first quarter of 2012 and 2011 was due mainly to the seasonal increase at quarter end for receivables from third-party credit card providers for prom and other tuxedo rentals.  The increase in inventories during the first quarter of 2012 and 2011 was primarily due to our usual inventory replenishment following the holiday shopping season.  Tuxedo rental product increased in each of the periods to support the continued growth of our tuxedo rental business and to replenish product offerings.  The increase in accounts payable, accrued expenses and other current liabilities in the first quarter of 2012 and 2011 was primarily due to the timing of vendor payments for inventory and tuxedo product purchases and the seasonal increase in tuxedo rental deposits.  The decrease in other assets in the first quarter of 2011 was due mainly to a decrease in deferred tax assets.

Investing activities — Our cash outflows from investing activities are primarily for capital expenditures.  During the first quarter of 2012 and 2011, our investing activities used net cash of $30.7 million and $14.3 million, respectively, for capital expenditures.  Our capital expenditures relate to costs incurred for stores opened, remodeled or relocated during the period or under construction at the end of the period, office and distribution facility additions, infrastructure technology investments, investments in our corporate uniform program and, in 2012, investments in other corporate assets.

Financing activities — Our cash outflows from financing activities consist primarily of cash dividend payments and purchases of treasury shares, while cash inflows from financing activities consist primarily of proceeds from the issuance of common stock.  During the first quarter of 2012, our financing activities used net cash of $42.0 million due mainly to the purchase of treasury shares of $33.9 million and cash dividends paid of $9.4 million, offset by $3.2 million proceeds from the issuance of common stock.  Our financing activities used net cash of $56.1 million for the first quarter of 2011, due mainly to the purchase of treasury shares of $49.0 million and cash dividends paid of $6.4 million, offset by $1.5 million proceeds from the issuance of common stock.

Share repurchase program — In January 2011, the Board of Directors approved a $150.0 million share repurchase program of our common stock, which amended and increased the Company’s then existing $100.0 million share repurchase program authorized in August 2007.

During the first quarter of 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.  During the first quarter of 2012, 861,484 shares at a cost of $33.6 million were repurchased at an average price per share of $39.01 under the January 2011 authorization.   At April 28, 2012, the remaining balance available under the January 2011 authorization was $52.6 million.

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

27

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Shares repurchased	868,525		1,829,472
Total costs	$	33,866	$	48,999
Average price per share	$	38.99	$	26.78

Dividends  —  Cash dividends paid were approximately $9.4 million and $6.4 million for the quarter ended April 28, 2012 and April 30, 2011, respectively.

In March 2012, our Board of Directors declared a quarterly cash dividend of $0.18 per share payable on June 22, 2012 to shareholders of record at close of business on June 12, 2012.  The dividend payout is estimated to be approximately $9.3 million and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheet as of April 28, 2012.

Future sources and uses of cash

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

Capital expenditures are anticipated to be in the range of $113.0 to $120.0 million for 2012.  This amount includes the anticipated costs of opening approximately 29 new Men’s Wearhouse stores, three new Moores stores and one new K&G store in 2012.  This amount also includes the $13.4 million purchase, completed in June 2012, of approximately 7.7 acres with three buildings (total square footage 115,737) in Fremont, California to be utilized for offices, as we consolidate our California office locations.  The balance of the capital expenditures for 2012 will be used for telecommunications, point-of-sale and other computer equipment and systems, store relocations, remodeling and expansion, distribution and office facilities and investment in other corporate assets.  The actual amount of future capital expenditures will depend in part on the number of new stores opened and the terms on which new stores are leased, as well as on industry trends consistent with our anticipated operating plans.

Current domestic and global economic conditions, including high unemployment levels, reduced public sector spending and constrained credit markets, could negatively affect our future operating results as well as our existing cash and cash equivalents balances.  In addition, conditions in the financial markets could limit our access to additional capital resources, if needed, and could increase associated costs.  We believe based on our current business plan that our existing cash and cash flows from operations will be sufficient to fund our planned store openings, relocations and remodelings, other capital expenditures and operating cash requirements, and that we will be able to maintain compliance with the covenants in our Credit Agreement for at least the next 12 months.  Borrowings available under our Credit Agreement were $176.7 million as of April 28, 2012.

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

Critical Accounting Policies and Estimates

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

28

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended April 28, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

29

PART II.  OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

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

ITEM 1A — RISK FACTORS

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

30

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)   The following table presents information with respect to purchases of common stock of the Company made during the quarter ended April 28, 2012 as defined by Rule 10b-18(a)(3) under the Exchange Act:

					(c)
					Total	(d)
					Number of	Approximate
					Shares	Dollar Value of
					Purchased	Shares that
					as Part of	May Yet Be
	(a)		(b)		Publicly	Purchased
	Total Number		Average		Announced	Under the
	of Shares		Price Paid		Plans or	Plans or
Period	Purchased		Per Share		Programs	Programs
						(In thousands)
						(2)
January 29, 2012 through February 25, 2012	107,041	(1)	$	38.79	100,000	$	82,320
February 26, 2012 through March 31, 2012	761,484		$	39.02	761,484	$	52,606
April 1, 2012 through April 28, 2012	—		$	—	—	$	52,606
Total	868,525		$	38.99	861,484	$	52,606

(1)  Shares repurchased include 7,041 shares at a cost of $0.3 million repurchased at an average price per share of $37.28 to satisfy tax withholding obligations arising upon the vesting of certain restricted shares.

(2)  Refer to Note 7 of Notes to Condensed Consolidated Financial Statements for information regarding our share repurchase program.

31

ITEM 6 - EXHIBITS

(a)    Exhibits.

Exhibit Number		Exhibit Index
10.1	—	The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan Subplan for UK Employees (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 29, 2012).
10.2	—	Second Amendment to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2012).
10.3	—	Forms of Deferred Stock Unit Award Agreement, Restricted Stock Award Agreement and Nonqualified Stock Option Award Agreement (each for named executive officers) under The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan(incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2012).
31.1	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
31.2	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
32.1	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
32.2	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
101.1	—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the quarter ended April 28, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Other Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.

SIGNATURES

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

Dated: June 7, 2012	THE MEN’S WEARHOUSE, INC.
	By	/s/ NEILL P. DAVIS
	Neill P. Davis
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

32

EXHIBIT INDEX

Exhibit Number		Exhibit Index
10.1	—	The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan Subplan for UK Employees (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 29, 2012).
10.2	—	Second Amendment to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2012).
10.3	—	Forms of Deferred Stock Unit Award Agreement, Restricted Stock Award Agreement and Nonqualified Stock Option Award Agreement (each for named executive officers) under The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan(incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2012).
31.1	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
31.2	—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
32.1	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).
32.2	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).
101.1	—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the quarter ended April 28, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.

33

EX-31.1

Exhibit 31.1

Certifications

I, Douglas S. Ewert, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Men’s Wearhouse, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 7, 2012
	By	/s/ DOUGLAS S. EWERT
	Douglas S. Ewert
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, Neill P. Davis, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Men’s Wearhouse, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: June 7, 2012
	By	/s/ NEILL P. DAVIS
	Neill P. Davis
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002

Not Filed Pursuant to the Securities Exchange Act of 1934

In connection with the Quarterly Report of The Men’s Wearhouse, Inc. (the “Company”) on Form 10-Q for the period ending April 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas S. Ewert, Chief Executive Officer of the Company, certify, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 7, 2012
	By	/s/ DOUGLAS S. EWERT
	Douglas S. Ewert
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002

Not Filed Pursuant to the Securities Exchange Act of 1934

In connection with the Quarterly Report of The Men’s Wearhouse, Inc. (the “Company”) on Form 10-Q for the period ending April 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Neill P. Davis, Chief Financial Officer of the Company, certify, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 7, 2012
	By	/s/ NEILL P. DAVIS
	Neill P. Davis
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

XML

Goodwill and Other Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Carrying amount:
Total carrying amount	$ 45,758	$ 44,797	$ 46,976
Accumulated amortization:
Total accumulated amortization	(13,097)	(12,344)	(9,969)
Total amortizable intangible assets, net	32,661	32,453	37,007
Infinite-lived intangible assets:
Trademarks	1,300	1,258	1,336
Total intangible assets, net	33,961	33,711	38,343
Trademarks, tradenames, and other intangibles
Carrying amount:
Total carrying amount	12,533	12,648	12,835
Accumulated amortization:
Total accumulated amortization	(8,259)	(8,339)	(7,870)
Customer relationships
Carrying amount:
Total carrying amount	33,225	32,149	34,141
Accumulated amortization:
Total accumulated amortization	$ (4,838)	$ (4,005)	$ (2,099)

XML

Segment Reporting (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Sales of supplemental products and services
Total net sales	$ 586,574	$ 580,384
Retail Segment
Sales of supplemental products and services
Total retail clothing product	420,469	410,261
Tuxedo rental services	78,489	73,141
Total alteration and other services	37,734	37,309
Total net sales	536,692	520,711
Corporate apparel segment
Sales of supplemental products and services
Total net sales	49,882	59,673
Men's tailored clothing product | Retail Segment
Sales of supplemental products and services
Total retail clothing product	230,280	229,203
Men's non-tailored clothing product | Retail Segment
Sales of supplemental products and services
Total retail clothing product	166,888	158,283
Ladies clothing product | Retail Segment
Sales of supplemental products and services
Total retail clothing product	23,301	22,775
Tuxedo rental services | Retail Segment
Sales of supplemental products and services
Tuxedo rental services	78,489	73,141
Alteration services | Retail Segment
Sales of supplemental products and services
Total alteration and other services	31,080	31,198
Retail dry cleaning services | Retail Segment
Sales of supplemental products and services
Total alteration and other services	6,654	6,111
Corporate apparel clothing product | Corporate apparel segment
Sales of supplemental products and services
Total net sales	$ 49,882	$ 59,673

XML

Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Other current assets
Prepaid expenses	$ 34,657	$ 32,266	$ 31,766
Current deferred tax asset	22,396	29,392	27,329
Tax receivable	2,233	1,564	4,309
Other	7,106	7,684	4,507
Total other current assets	66,392	70,906	67,911
Accrued expenses and other current liabilities
Accrued salary, bonus, sabbatical and vacation	39,198	61,544	37,514
Sales, value added, payroll and property taxes payable	30,661	18,176	27,998
Accrued workers compensation and medical costs	17,533	17,590	17,493
Customer deposits, prepayments and refunds payable	51,889	17,521	48,949
Unredeemed gift certificates	13,343	14,895	12,890
Loyalty program reward certificates	6,735	6,537	6,964
Cash dividends declared	9,271	9,339	6,219
Other	10,542	8,793	12,820
Total accrued expenses and other current liabilities	179,172	154,395	170,847
Deferred taxes and other liabilities
Deferred rent and landlord incentives	51,446	50,953	48,765
Non-current deferred and other income tax liabilities	37,618	34,812	16,114
Other	11,871	7,093	5,857
Total deferred taxes and other liabilities	$ 100,935	$ 92,858	$ 70,736

XML

Share-Based Compensation Plans (Tables)

3 Months Ended

Apr. 28, 2012

Share-Based Compensation Plans

Summary of stock option activity

	Shares		Weighted- Average Exercise Price
Outstanding at January 28, 2012	1,314,422		$	22.61
Granted	100,349		40.13
Exercised	(138,773	)	18.80
Forfeited	(7,000	)	22.72
Expired	—		—
Outstanding at April 28, 2012	1,268,998		$	24.42
Exercisable at April 28, 2012	678,609		$	21.85

Weighted-average assumptions used to calculate fair value of stock options

	For the Quarter Ended
	April 28, 2012
Risk-free interest rate	1.09	%
Expected lives	5.0 years
Dividend yield	2.07	%
Expected volatility	58.67	%

Summary of deferred stock units activity

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	539,749		$	28.10
Granted	330,284		40.13
Vested (1)	(350,255	)	27.68
Forfeited	(4,784	)	27.94
Nonvested at April 28, 2012	514,994		$	36.10

Summary of restricted stock activity

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	119,081		$	28.45
Granted	4,578		38.20
Vested	(19,360	)	27.77
Forfeited	—		—
Nonvested at April 28, 2012	104,299		$	29.01

XML

Derivative Financial Instruments (Details) (Foreign Exchange Forward, Not Designated as Hedging Instrument, USD $) In Thousands, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Foreign Exchange Forward | Not Designated as Hedging Instrument
Fair Value of Derivative Financial Instruments
Asset Derivatives		$ 14	$ 207
Liability Derivatives	$ 548	$ 142	$ 1,371

XML

Share-Based Compensation Plans (Details 2) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012
Nonvested Deferred Stock Units and Restricted Stock Shares
Unrecognized compensation cost
Unrecognized compensation cost	$ 18.6
Compensation recognition period (in years)	1 year 6 months
Deferred Stock Units
Shares
Balance at the beginning of the period (in shares)	539,749
Granted (in shares)	330,284
Vested (in shares)	(350,255)
Forfeited (in shares)	(4,784)
Balance at the end of the period (in shares)	514,994
Shares relinquished for tax withholding	109,335
Weighted-Average Grant-Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 28.10
Granted (in dollars per share)	$ 40.13
Vested (in dollars per share)	$ 27.68
Forfeited (in dollars per share)	$ 27.94
Balance at the end of the period (in dollars per share)	$ 36.10
Restricted Stock
Shares
Balance at the beginning of the period (in shares)	119,081
Granted (in shares)	4,578
Vested (in shares)	(19,360)
Balance at the end of the period (in shares)	104,299
Weighted-Average Grant-Date Fair Value
Balance at the beginning of the period (in dollars per share)	$ 28.45
Granted (in dollars per share)	$ 38.20
Vested (in dollars per share)	$ 27.77
Balance at the end of the period (in dollars per share)	$ 29.01
Employee Stock Purchase Plan (ESDP)
Employee Stock Discount Plan disclosures
Maximum number of common stock shares available for purchase in the plan	2,137,500
Purchase price percentage of fair market value	85.00%
Maximum shares allowable to purchase in each quarter by participants	125
Number of shares purchased	22,452
Weighted-average share price of shares purchased (in dollars per share)	$ 27.79
Shares reserved for issuance	930,650

XML

Segment Reporting (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes
Operating income	$ 40,947	$ 43,637
Interest income	128	44
Interest expense	(433)	(312)
Earnings before income taxes	40,642	43,369
Retail Segment
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes
Operating income	43,367	44,897
Corporate apparel segment
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes
Operating income	(2,420)	(1,260)
Unallocated
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes
Interest income	128	44
Interest expense	$ (433)	$ (312)

XML

Supplemental Cash Flows

3 Months Ended

Apr. 28, 2012

Supplemental Cash Flows

Supplemental Cash Flows

4.  Supplemental Cash Flows

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Cash paid during the quarter for:
Interest	$	328	$	177
Income taxes, net	$	6,786	$	2,405
Schedule of noncash investing and financing activities:
Tax benefit related to share-based plans	$	1,960	$	633
Cash dividends declared	$	9,271	$	6,219

We had unpaid capital expenditure purchases accrued in accounts payable, accrued expenses and other current liabilities of approximately $11.0 million and $4.9 million at April 28, 2012 and April 30, 2011, respectively. Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period they are paid.

XML

Derivative Financial Instruments (Details 2) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012 USD ($)	Apr. 30, 2011 USD ($)	Apr. 28, 2012 USD USD ($) contract	Jan. 28, 2012 USD USD ($) contract	Apr. 30, 2011 USD USD ($) contract	Apr. 28, 2012 CAD contract	Jan. 28, 2012 CAD contract	Apr. 30, 2011 CAD contract	Apr. 28, 2012 GBP GBP (£) contract	Jan. 28, 2012 GBP GBP (£) contract	Apr. 30, 2011 GBP GBP (£) contract
Derivative
Notional amount maturing in varying increments			$ 1.4	$ 1.7	$ 3.0	5.0	5.9	0.2	£ 10.9	£ 10.5	£ 21.7
Number of contracts maturing in varying increments			12	10	6	11	9	2	15	22	60
Derivative Financial Instruments (Textual) [Abstract]
Pre-tax gain (loss) on derivatives within cost of sales	$ (0.8)	$ (0.8)

XML

Segment Reporting (Tables)

3 Months Ended

Apr. 28, 2012

Segment Reporting

Net sales by brand and reportable segment

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Net sales:
MW (1)	$	371,468	$	354,671
K&G	103,092		106,749
Moores	55,478		53,180
MW Cleaners	6,654		6,111
Total retail segment	536,692		520,711
Twin Hill	7,065		5,715
Dimensions and Alexandra (UK)	42,817		53,958
Total corporate apparel segment	49,882		59,673
Total net sales	$	586,574	$	580,384

Supplemental products and services sales information

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Net sales:
Men’s tailored clothing product	$	230,280	$	229,203
Men’s non-tailored clothing product	166,888		158,283
Ladies’ clothing product	23,301		22,775
Total retail clothing product	420,469		410,261
Tuxedo rental services	78,489		73,141
Alteration services	31,080		31,198
Retail dry cleaning services	6,654		6,111
Total alteration and other services	37,734		37,309
Corporate apparel clothing product	49,882		59,673
Total net sales	$	586,574	$	580,384

Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes

	For the Quarter Ended
	April 28, 2012			April 30, 2011
Operating income (loss):
Retail	$	43,367		$	44,897
Corporate apparel	(2,420		)	(1,260		)
Operating income	40,947			43,637
Interest income	128			44
Interest expense	(433		)	(312		)
Earnings before income taxes	$	40,642		$	43,369

XML

Derivative Financial Instruments (Tables)

3 Months Ended

Apr. 28, 2012

Derivative Financial Instruments

Fair value of the derivative financial instruments included in the balance sheet

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments:
At April 28, 2012-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	—	other current liabilities	$	548
At January 28, 2012-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	14	other current liabilities	$	142
At April 30, 2011-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	207	other current liabilities	$	1,371

XML

Segment Reporting (Details)	3 Months Ended
	Apr. 28, 2012 segment
Segment Reporting
Number of reportable segments	2
Retail Segment
Segment reporting
Number of operating segments	4
Corporate apparel segment
Segment reporting
Number of operating segments	2

XML

Earnings per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Numerator
Total net earnings attributable to common shareholders	$ 26,884	$ 27,425
Net earnings allocated to participating securities (restricted stock and deferred stock units)	(426)	(294)
Net earnings attributable to common shareholders	$ 26,458	$ 27,131
Denominator
Basic weighted average common shares outstanding	50,932,000	51,918,000
Effect of dilutive securities:
Stock options and equity-based compensation (in shares)	305,000	279,000
Diluted weighted average common shares outstanding	51,237,000	52,197,000
Net earnings per common share attributable to common shareholders:
Basic (in dollars per share)	$ 0.52	$ 0.52
Diluted (in dollars per share)	$ 0.52	$ 0.52
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive stock options (in shares)	200,000	500,000

XML

Debt (Details) (USD $)	3 Months Ended
	Apr. 28, 2012
Line of credit facility
Borrowings under revolving credit facility	23,300,000
Borrowings available under credit facility	176,700,000
Alternate base rate based on the federal funds rate
Line of credit facility
Alternate base rate (as a percent)	federal funds rate
Alternate base rate margin (as a percent)	0.50%
Alternate base rate based on the adjusted LIBO rate
Line of credit facility
Alternate base rate (as a percent)	one month LIBO rate
Alternate base rate margin (as a percent)	1.00%
Credit Agreement
Line of credit facility
Total senior revolving credit facility	200,000,000
Total senior revolving credit facility, expandable	300,000,000
Credit Agreement | Maximum
Line of credit facility
Varying interest rate margin (as a percent)	2.75%
Fees on amounts available to be drawn (as a percent)	2.75%
Fees on unused commitments (as a percent)	0.50%
Credit Agreement | Minimum
Line of credit facility
Fees on amounts available to be drawn (as a percent)	2.00%
Fees on unused commitments (as a percent)	0.35%

XML

Debt

3 Months Ended

Apr. 28, 2012

Debt

Debt

3.  Debt

We have a revolving credit facility with a group of banks (the “Credit Agreement”) that provides for a total senior revolving credit facility of $200.0 million, with increases to $300.0 million upon additional lender commitments, that matures on January 26, 2016.  The Credit Agreement is secured by the stock of certain of our subsidiaries.  The Credit Agreement has several borrowing and interest rate options including the following indices:  (i) adjusted LIBO rate, (ii) adjusted EURIBO rate, (iii) CDO rate, (iv) Canadian prime rate or (v) an alternate base rate (equal to the greater of the prime rate, the federal funds rate plus 0.5% or the adjusted LIBO rate for a one month period plus 1.0%).  Advances under the Credit Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin 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 April 28, 2012, there were no borrowings outstanding under the Credit Agreement.

The Credit Agreement contains certain restrictive and financial covenants, including the requirement to maintain certain financial ratios.  The restrictive provisions in the Credit Agreement reflect an overall covenant structure that is generally representative of a commercial loan made to an investment-grade company.  Our debt, however, is not rated and we have not sought, and are not seeking, a rating of our debt.  We were in compliance with the covenants in the Credit Agreement as of April 28, 2012.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  At April 28, 2012, letters of credit totaling approximately $23.3 million were issued and outstanding.  Borrowings available under our Credit Agreement at April 28, 2012 were $176.7 million.

XML

Supplemental Cash Flows (Details) (USD $)	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Cash paid during the quarter for:
Interest	$ 328,000	$ 177,000
Income taxes, net	6,786,000	2,405,000
Schedule of noncash investing and financing activities:
Tax benefit related to share-based plans	1,960,000	633,000
Cash dividends declared	9,271,000	6,219,000	9,339,000
Unpaid capital expenditure purchases
Unpaid capital expenditure purchases	$ 11,000,000	$ 4,900,000

XML

Goodwill and Other Intangible Assets (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Goodwill and Intangible Assets
Pretax amortization expense associated with intangible assets	$ 0.8	$ 0.9	$ 3.4
Pretax amortization expense associated with intangible assets, 2012	2.4
Pretax amortization expense associated with intangible assets, 2013	3.2
Pretax amortization expense associated with intangible assets, 2014	3.1
Pretax amortization expense associated with intangible assets, 2015	3.1
Pretax amortization expense associated with intangible assets, 2016	$ 3.1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
CURRENT ASSETS:
Cash and cash equivalents	$ 118,716	$ 125,306	$ 145,657
Accounts receivable, net	69,249	56,669	72,004
Inventories	606,522	572,502	521,082
Other current assets	66,392	70,906	67,911
Total current assets	860,879	825,383	806,654
PROPERTY AND EQUIPMENT, net	367,628	355,717	329,592
TUXEDO RENTAL PRODUCT, net	112,368	99,814	95,180
GOODWILL	89,230	87,782	91,021
INTANGIBLE ASSETS, net	33,961	33,711	38,343
OTHER ASSETS	4,745	3,545	7,642
TOTAL ASSETS	1,468,811	1,405,952	1,368,432
CURRENT LIABILITIES:
Accounts payable	159,058	123,445	153,144
Accrued expenses and other current liabilities	179,172	154,395	170,847
Income taxes payable	967	3,435	597
Total current liabilities	339,197	281,275	324,588
DEFERRED TAXES AND OTHER LIABILITIES	100,935	92,858	70,736
Total liabilities	440,132	374,133	395,324
COMMITMENTS AND CONTINGENCIES (Note 3 and Note 13)
EQUITY:
Preferred stock
Common stock	721	718	714
Capital in excess of par	368,025	362,735	343,846
Retained earnings	1,113,130	1,095,535	1,024,168
Accumulated other comprehensive income	44,647	36,921	52,793
Treasury stock, at cost	(510,615)	(476,749)	(461,760)
Total equity attributable to common shareholders	1,015,908	1,019,160	959,761
Noncontrolling interest	12,771	12,659	13,347
Total equity	1,028,679	1,031,819	973,108
TOTAL LIABILITIES AND EQUITY	$ 1,468,811	$ 1,405,952	$ 1,368,432

XML

Segment Reporting (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Net sales:
Total net sales	$ 586,574	$ 580,384
Retail Segment
Net sales:
Total net sales	536,692	520,711
MW
Net sales:
Total net sales	371,468	354,671
K&G
Net sales:
Total net sales	103,092	106,749
Moores
Net sales:
Total net sales	55,478	53,180
MW Cleaners
Net sales:
Total net sales	6,654	6,111
Corporate apparel segment
Net sales:
Total net sales	49,882	59,673
Twin Hill
Net sales:
Total net sales	7,065	5,715
Dimensions and Alexandra (UK)
Net sales:
Total net sales	$ 42,817	$ 53,958

XML

Significant Accounting Policies

3 Months Ended

Apr. 28, 2012

Significant Accounting Policies

Significant Accounting Policies

1.  Significant Accounting Policies

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

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

Recent Accounting Pronouncements — In September 2011, the Financial Accounting Standards Board (“FASB”) issued updated guidance regarding testing goodwill for impairment.  The updated guidance will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test.  Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.  The amended guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of this update had no impact on our financial position, results of operations or cash flows but may change the way we perform our annual goodwill impairment test in the fourth quarter of 2012.

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

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

XML

Treasury Stock (Details) (USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended		3 Months Ended
	Jan. 29, 2011	Sep. 01, 2007	Apr. 28, 2012	Apr. 30, 2011
Summary of treasury stock repurchases
Shares repurchased			868,525	1,829,472
Total costs			$ 33,866	$ 48,999
Average price per share (in dollars per share)			$ 38.99	$ 26.78
Common Stock
Treasury stock
Authorized share repurchase program	150,000	100,000
Remaining balance available			52,600
Summary of treasury stock repurchases
Shares repurchased			861,484	1,822,340
Total costs			33,600	48,800
Average price per share (in dollars per share)			$ 39.01	$ 26.78
Restricted Stock
Summary of treasury stock repurchases
Shares repurchased			7,041	7,132
Total costs			$ 300	$ 200
Average price per share (in dollars per share)			$ 37.28	$ 27.77

XML

Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Tables)

3 Months Ended

Apr. 28, 2012

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

Other current assets

	April 28,2012		April 30,2011		January 28, 2012
Prepaid expenses	$	34,657	$	31,766	$	32,266
Current deferred tax asset	22,396		27,329		29,392
Tax receivable	2,233		4,309		1,564
Other	7,106		4,507		7,684
Total other current assets	$	66,392	$	67,911	$	70,906

Accrued expenses and other current liabilities

	April 28,2012		April 30,2011		January 28, 2012
Accrued salary, bonus, sabbatical and vacation	$	39,198	$	37,514	$	61,544
Sales, value added, payroll and property taxes payable	30,661		27,998		18,176
Accrued workers compensation and medical costs	17,533		17,493		17,590
Customer deposits, prepayments and refunds payable	51,889		48,949		17,521
Unredeemed gift certificates	13,343		12,890		14,895
Loyalty program reward certificates	6,735		6,964		6,537
Cash dividends declared	9,271		6,219		9,339
Other	10,542		12,820		8,793
Total accrued expenses and other current liabilities	$	179,172	$	170,847	$	154,395

Deferred taxes and other liabilities

Deferred rent and landlord incentives	$	51,446	$	48,765	$	50,953
Non-current deferred and other income tax liabilities	37,618		16,114		34,812
Other	11,871		5,857		7,093
Total deferred taxes and other liabilities	$	100,935	$	70,736	$	92,858

XML

Share-Based Compensation Plans (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Share-Based Compensation Plans
Share-based compensation expense	$ 4.1	$ 3.0
Shares
Outstanding at the beginning of the period (in shares)	1,314,422
Granted (in shares)	100,349
Exercised (in shares)	(138,773)
Forfeited (in shares)	(7,000)
Outstanding at the end of the period (in shares)	1,268,998
Exercisable at the end of the period (in shares)	678,609
Weighted-Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 22.61
Granted (in dollars per share)	$ 40.13
Exercised (in dollars per share)	$ 18.80
Forfeited (in dollars per share)	$ 22.72
Outstanding at the end of the period (in dollars per share)	$ 24.42
Exercisable at the end of the period (in dollars per share)	$ 21.85
Additional disclosures
Weighted-average grant date fair value of stock options granted (in dollars per share)	$ 17.21
Stock Options
Assumptions used to value stock options
Risk-free interest rate (as a percent)	1.09%
Expected lives (in years)	5 years
Dividend yield (as a percent)	2.07%
Expected volatility (as a percent)	58.67%
Unrecognized compensation cost
Unrecognized compensation cost related to nonvested stock options	$ 5.9
Compensation recognition period (in years)	2 years 3 months 18 days

XML

Treasury Stock (Tables)

3 Months Ended

Apr. 28, 2012

Treasury Stock

Summary of treasury stock repurchases

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Shares repurchased	868,525		1,829,472
Total costs	$	33,866	$	48,999
Average price per share	$	38.99	$	26.78

XML

Earnings per Share

3 Months Ended

Apr. 28, 2012

Earnings per Share

Earnings per Share

2.  Earnings per Share

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

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

	For the Quarter Ended
	April 28, 2012			April 30, 2011
Numerator
Total net earnings attributable to common shareholders	$	26,884		$	27,425
Net earnings allocated to participating securities (restricted stock and deferred stock units)	(426		)	(294		)
Net earnings attributable to common shareholders	$	26,458		$	27,131
Denominator
Basic weighted average common shares outstanding	50,932			51,918
Effect of dilutive securities:
Stock options and equity-based compensation	305			279
Diluted weighted average common shares outstanding	51,237			52,197
Net earnings per common share attributable to common shareholders:
Basic	$	0.52		$	0.52
Diluted	$	0.52		$	0.52

For the quarters ended April 28, 2012 and April 30, 2011, 0.2 million and 0.5 million anti-dilutive stock options were excluded from the calculation of diluted earnings per common share attributable to common shareholders, respectively.

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Net sales:
Total net sales	$ 586,574	$ 580,384
Cost of sales:
Total cost of sales	332,525	333,751
Gross margin:
Total gross margin	254,049	246,633
Selling, general and administrative expenses	213,102	202,996
Operating income	40,947	43,637
Interest income	128	44
Interest expense	(433)	(312)
Earnings before income taxes	40,642	43,369
Provision for income taxes	14,062	16,177
Net earnings including noncontrolling interest	26,580	27,192
Net loss attributable to noncontrolling interest	304	233
Net earnings attributable to common shareholders	26,884	27,425
Net earnings per common share attributable to common shareholders (Note 2):
Basic (in dollars per share)	$ 0.52	$ 0.52
Diluted (in dollars per share)	$ 0.52	$ 0.52
Weighted average common shares outstanding (Note 2):
Basic (in shares)	50,932	51,918
Diluted (in shares)	51,237	52,197
Cash dividends declared per common share (in dollars per share)	$ 0.18	$ 0.12
Retail Segment
Net sales:
Retail clothing product	420,469	410,261
Tuxedo rental services	78,489	73,141
Alteration and other services	37,734	37,309
Total net sales	536,692	520,711
Cost of sales:
Retail clothing product	188,606	187,373
Tuxedo rental services	11,013	9,807
Alteration and other services	27,558	26,301
Occupancy costs	68,698	67,171
Total cost of sales	295,875	290,652
Gross margin:
Retail clothing product	231,863	222,888
Tuxedo rental services	67,476	63,334
Alteration and other services	10,176	11,008
Occupancy costs	(68,698)	(67,171)
Total gross margin	240,817	230,059
Operating income	43,367	44,897
Corporate Apparel Segment
Net sales:
Total net sales	49,882	59,673
Cost of sales:
Total cost of sales	36,650	43,099
Gross margin:
Total gross margin	13,232	16,574
Operating income	$ (2,420)	$ (1,260)

XML

Segment Reporting

3 Months Ended

Apr. 28, 2012

Segment Reporting

Segment Reporting

12.  Segment Reporting

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

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

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

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

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Net sales:
MW (1)	$	371,468	$	354,671
K&G	103,092		106,749
Moores	55,478		53,180
MW Cleaners	6,654		6,111
Total retail segment	536,692		520,711
Twin Hill	7,065		5,715
Dimensions and Alexandra (UK)	42,817		53,958
Total corporate apparel segment	49,882		59,673
Total net sales	$	586,574	$	580,384

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

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Net sales:
Men’s tailored clothing product	$	230,280	$	229,203
Men’s non-tailored clothing product	166,888		158,283
Ladies’ clothing product	23,301		22,775
Total retail clothing product	420,469		410,261
Tuxedo rental services	78,489		73,141
Alteration services	31,080		31,198
Retail dry cleaning services	6,654		6,111
Total alteration and other services	37,734		37,309
Corporate apparel clothing product	49,882		59,673
Total net sales	$	586,574	$	580,384

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

	For the Quarter Ended
	April 28, 2012			April 30, 2011
Operating income (loss):
Retail	$	43,367		$	44,897
Corporate apparel	(2,420		)	(1,260		)
Operating income	40,947			43,637
Interest income	128			44
Interest expense	(433		)	(312		)
Earnings before income taxes	$	40,642		$	43,369

XML

Document and Entity Information	3 Months Ended
	Apr. 28, 2012	May 29, 2012
Document and Entity Information
Entity Registrant Name	MENS WEARHOUSE INC
Entity Central Index Key	0000884217
Document Type	10-Q
Document Period End Date	Apr. 28, 2012
Amendment Flag	false
Current Fiscal Year End Date	--02-02
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		50,920,144
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Legal Matters

3 Months Ended

Apr. 28, 2012

Legal Matters

Legal Matters

13.  Legal Matters

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

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Net earnings including noncontrolling interest	$ 26,580	$ 27,192
Currency translation adjustments, net of tax	8,142	15,107
Comprehensive income including noncontrolling interest	34,722	42,299
Comprehensive loss attributable to noncontrolling interest:
Net loss	304	233
Currency translation adjustments, net of tax	(416)	(680)
Amounts attributable to noncontrolling interest	(112)	(447)
Comprehensive income attributable to common shareholders	$ 34,610	$ 41,852

XML

Treasury Stock

3 Months Ended

Apr. 28, 2012

Treasury Stock

Treasury Stock

7.  Treasury Stock

In January 2011, the Board of Directors approved a $150.0 million share repurchase program of our common stock, which amended and increased the Company’s then existing $100.0 million share repurchase program authorized in August 2007.

During the first quarter of 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.  During the first quarter of 2012, 861,484 shares at a cost of $33.6 million were repurchased at an average price per share of $39.01 under the January 2011 authorization.  At April 28, 2012, the remaining balance available under the January 2011 authorization was $52.6 million.

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

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

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Shares repurchased	868,525		1,829,472
Total costs	$	33,866	$	48,999
Average price per share	$	38.99	$	26.78

XML

Equity and Noncontrolling Interest

3 Months Ended

Apr. 28, 2012

Equity and Noncontrolling Interest.

Equity and Noncontrolling Interest

6.  Equity and Noncontrolling Interest

A reconciliation of the total carrying amount of the Company’s equity accounts for the quarter ended April 28, 2012 is as follows (in thousands):

	Common Stock		Capital in Excess of Par			RetainedEarnings			Accumulated Other ComprehensiveIncome		Treasury Stock, at Cost			TotalEquity Attributable to Common Shareholders			Noncontrolling Interest			TotalEquity
Balances — January 28, 2012	$	718	$	362,735		$	1,095,535		$	36,921	$	(476,749	)	$	1,019,160		$	12,659		$	1,031,819
Net earnings (loss)	—		—			26,884			—		—			26,884			(304		)	26,580
Other comprehensive income	—		—			—			7,726		—			7,726			416			8,142
Cash dividends	—		—			(9,289		)	—		—			(9,289		)	—			(9,289		)
Share-based compensation	—		4,117			—			—		—			4,117			—			4,117
Common stock issued to stock discount plan	—		624			—			—		—			624			—			624
Common stock issued upon exercise of stock options	1		2,608			—			—		—			2,609			—			2,609
Common stock issued pursuant to restricted stock and deferred stock unit awards	2		(2		)	—			—		—			—			—			—
Tax payments related to vested deferred stock units	—		(4,017		)	—			—		—			(4,017		)	—			(4,017		)
Tax benefit related to share-based plans	—		1,960			—			—		—			1,960			—			1,960
Treasury stock purchased	—		—			—			—		(33,866		)	(33,866		)	—			(33,866		)
Balances — April 28, 2012	$	721	$	368,025		$	1,113,130		$	44,647	$	(510,615	)	$	1,015,908		$	12,771		$	1,028,679

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

	Common Stock		Capital in Excess ofPar			RetainedEarnings			AccumulatedOther Comprehensive Income		TreasuryStock, at Cost			TotalEquityAttributable to Common Shareholders			NoncontrollingInterest			TotalEquity
Balances — January 29, 2011	$	710	$	341,663		$	1,002,975		$	38,366	$	(412,761	)	$	970,953		$	12,900		$	983,853
Net earnings (loss)	—		—			27,425			—		—			27,425			(233		)	27,192
Other comprehensive income	—		—			—			14,427		—			14,427			680			15,107
Cash dividends	—		—			(6,232		)	—		—			(6,232		)	—			(6,232		)
Share-based compensation	—		2,970			—			—		—			2,970			—			2,970
Common stock issued to stock discount plan	—		520			—			—		—			520			—			520
Common stock issued upon exercise of stock options	1		1,018			—			—		—			1,019			—			1,019
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	—		633			—			—		—			633			—			633
Treasury stock purchased	—		—			—			—		(48,999		)	(48,999		)	—			(48,999		)
Balances — April 30, 2011	$	714	$	343,846		$	1,024,168		$	52,793	$	(461,760	)	$	959,761		$	13,347		$	973,108

XML

Equity and Noncontrolling Interest (Tables)

3 Months Ended

Apr. 28, 2012

Equity and Noncontrolling Interest.

Schedule of reconciliation of the total carrying amount of the Company's equity accounts

A reconciliation of the total carrying amount of the Company’s equity accounts for the quarter ended April 28, 2012 is as follows (in thousands):

	Common Stock		Capital in Excess of Par			RetainedEarnings			Accumulated Other ComprehensiveIncome		Treasury Stock, at Cost			TotalEquity Attributable to Common Shareholders			Noncontrolling Interest			TotalEquity
Balances — January 28, 2012	$	718	$	362,735		$	1,095,535		$	36,921	$	(476,749	)	$	1,019,160		$	12,659		$	1,031,819
Net earnings (loss)	—		—			26,884			—		—			26,884			(304		)	26,580
Other comprehensive income	—		—			—			7,726		—			7,726			416			8,142
Cash dividends	—		—			(9,289		)	—		—			(9,289		)	—			(9,289		)
Share-based compensation	—		4,117			—			—		—			4,117			—			4,117
Common stock issued to stock discount plan	—		624			—			—		—			624			—			624
Common stock issued upon exercise of stock options	1		2,608			—			—		—			2,609			—			2,609
Common stock issued pursuant to restricted stock and deferred stock unit awards	2		(2		)	—			—		—			—			—			—
Tax payments related to vested deferred stock units	—		(4,017		)	—			—		—			(4,017		)	—			(4,017		)
Tax benefit related to share-based plans	—		1,960			—			—		—			1,960			—			1,960
Treasury stock purchased	—		—			—			—		(33,866		)	(33,866		)	—			(33,866		)
Balances — April 28, 2012	$	721	$	368,025		$	1,113,130		$	44,647	$	(510,615	)	$	1,015,908		$	12,771		$	1,028,679

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

	Common Stock		Capital in Excess ofPar			RetainedEarnings			AccumulatedOther Comprehensive Income		TreasuryStock, at Cost			TotalEquityAttributable to Common Shareholders			NoncontrollingInterest			TotalEquity
Balances — January 29, 2011	$	710	$	341,663		$	1,002,975		$	38,366	$	(412,761	)	$	970,953		$	12,900		$	983,853
Net earnings (loss)	—		—			27,425			—		—			27,425			(233		)	27,192
Other comprehensive income	—		—			—			14,427		—			14,427			680			15,107
Cash dividends	—		—			(6,232		)	—		—			(6,232		)	—			(6,232		)
Share-based compensation	—		2,970			—			—		—			2,970			—			2,970
Common stock issued to stock discount plan	—		520			—			—		—			520			—			520
Common stock issued upon exercise of stock options	1		1,018			—			—		—			1,019			—			1,019
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	—		633			—			—		—			633			—			633
Treasury stock purchased	—		—			—			—		(48,999		)	(48,999		)	—			(48,999		)
Balances — April 30, 2011	$	714	$	343,846		$	1,024,168		$	52,793	$	(461,760	)	$	959,761		$	13,347		$	973,108

XML

Significant Accounting Policies (Policies)

3 Months Ended

Apr. 28, 2012

Significant Accounting Policies

Basis of Presentation

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

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements — In September 2011, the Financial Accounting Standards Board (“FASB”) issued updated guidance regarding testing goodwill for impairment.  The updated guidance will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test.  Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.  The amended guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of this update had no impact on our financial position, results of operations or cash flows but may change the way we perform our annual goodwill impairment test in the fourth quarter of 2012.

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

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

XML

Fair Value Measurements

3 Months Ended

Apr. 28, 2012

Fair Value Measurements

Fair Value Measurements

10.  Fair Value Measurements

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

There were no transfers into or out of Level 1 and Level 2 during the quarter ended April 28, 2012 or April 30, 2011, respectively, or during the year ended January 28, 2012.

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

	Fair Value Measurements at Reporting Date Using
(in thousands)	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
At April 28, 2012-
Assets:
Cash equivalents	$	20,027	$	—	$	—	$	20,027
Liabilities:
Derivative financial instruments	$	—	$	548	$	—	$	548
At January 28, 2012-
Assets:
Cash equivalents	$	20,017	$	—	$	—	$	20,017
Derivative financial instruments	$	—	$	14	$	—	$	14
Liabilities:
Derivative financial instruments	$	—	$	142	$	—	$	142
At April 30, 2011-
Assets:
Derivative financial instruments	$	—	$	207	$	—	$	207
Liabilities:
Derivative financial instruments	$	—	$	1,371	$	—	$	1,371

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

Derivative financial instruments are comprised of foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity’s functional currency.  Our derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value based upon observable market inputs.  Derivative financial instruments in an asset position are included within other current assets in the condensed consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets.  Refer to Note 11 for further information regarding our derivative instruments.

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

Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset.  The fair values of long-lived assets held-for-use are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available.  We classify these measurements as Level 3 within the fair value hierarchy.  No impairment charges were recorded for the carrying value of long-lived assets during the first quarter of 2012 or 2011.

Fair Value of Financial Instruments

Our financial instruments, other than those presented in the disclosures above, consist of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities.  Management estimates that, as of April 28, 2012, April 30, 2011 and January 28, 2012, the carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair value due to the highly liquid or short-term nature of these instruments.

XML

Share-Based Compensation Plans

3 Months Ended

Apr. 28, 2012

Share-Based Compensation Plans

Share-Based Compensation Plans

8.  Share-Based Compensation Plans

We maintain several equity plans under which we may grant stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards to full-time key employees and non-employee directors.  We account for share-based awards in accordance with the 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 quarters ended April 28, 2012 and April 30, 2011 was $4.1 million and $3.0 million, respectively.

Stock Options

The following table summarizes stock option activity for the quarter ended April 28, 2012:

	Shares		Weighted- Average Exercise Price
Outstanding at January 28, 2012	1,314,422		$	22.61
Granted	100,349		40.13
Exercised	(138,773	)	18.80
Forfeited	(7,000	)	22.72
Expired	—		—
Outstanding at April 28, 2012	1,268,998		$	24.42
Exercisable at April 28, 2012	678,609		$	21.85

The weighted-average grant date fair value of the 100,349 stock options granted during the quarter ended April 28, 2012 was $17.21 per share.  The following table summarizes the weighted average assumptions used to fair value stock options at the date of grant using the Black-Scholes option pricing model for the quarter ended April 28, 2012.

	For the Quarter Ended
	April 28, 2012
Risk-free interest rate	1.09	%
Expected lives	5.0 years
Dividend yield	2.07	%
Expected volatility	58.67	%

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

As of April 28, 2012, we have unrecognized compensation expense related to nonvested stock options of approximately $5.9 million which is expected to be recognized over a weighted average period of 2.3 years.

Nonvested Deferred Stock Units and Restricted Stock Shares

The following table summarizes deferred stock unit activity for the quarter ended April 28, 2012:

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	539,749		$	28.10
Granted	330,284		40.13
Vested (1)	(350,255	)	27.68
Forfeited	(4,784	)	27.94
Nonvested at April 28, 2012	514,994		$	36.10

(1) Includes 109,335 shares relinquished for tax payments related to vested deferred stock units for the quarter ended April 28, 2012.

The following table summarizes restricted stock activity for the quarter ended April 28, 2012:

	Shares		Weighted- Average Grant-Date Fair Value
Nonvested at January 28, 2012	119,081		$	28.45
Granted	4,578		38.20
Vested	(19,360	)	27.77
Forfeited	—		—
Nonvested at April 28, 2012	104,299		$	29.01

As of April 28, 2012, we have unrecognized compensation expense related to nonvested deferred stock units and shares of restricted stock of approximately $18.6 million, which is expected to be recognized over a weighted average period of 1.5 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 quarter ended April 28, 2012, employees purchased 22,452 shares under the ESDP, which had a weighted-average share price of $27.79 per share.  As of April 28, 2012, 930,650 shares were reserved for future issuance under the ESDP.

XML

Goodwill and Other Intangible Assets

3 Months Ended

Apr. 28, 2012

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

9.  Goodwill and Other Intangible Assets

Goodwill

Goodwill allocated to the Company’s reportable segments and changes in the net carrying amount of goodwill for the quarter ended April 28, 2012 are as follows (in thousands):

	Retail		Corporate Apparel		Total
Balance at January 28, 2012	$	59,900	$	27,882	$	87,782
Translation adjustment	557		891		1,448
Balance at April 28, 2012	$	60,457	$	28,773	$	89,230

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 quarter of fiscal 2012.

Intangible Assets

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

	April 28, 2012			April 30, 2011			January 28, 2012
Amortizable intangible assets:
Carrying amount:
Trademarks, tradenames, and other intangibles	$	12,533		$	12,835		$	12,648
Customer relationships	33,225			34,141			32,149
Total carrying amount	45,758			46,976			44,797
Accumulated amortization:
Trademarks, tradenames, and other intangibles	(8,259		)	(7,870		)	(8,339		)
Customer relationships	(4,838		)	(2,099		)	(4,005		)
Total accumulated amortization	(13,097		)	(9,969		)	(12,344		)
Total amortizable intangible assets, net	32,661			37,007			32,453
Infinite-lived intangible assets:
Trademarks	1,300			1,336			1,258
Total intangible assets, net	$	33,961		$	38,343		$	33,711

The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $0.8 million and $0.9 million for the quarter ended April 28, 2012 and April 30, 2011, respectively, and approximately $3.4 million for the year ended January 28, 2012.  Pretax amortization associated with intangible assets subject to amortization at April 28, 2012 is estimated to be $2.4 million for the remainder of fiscal year 2012, $3.2 million for fiscal year 2013 and $3.1 million for each of the fiscal years 2014, 2015 and 2016.

XML

Derivative Financial Instruments

3 Months Ended

Apr. 28, 2012

Derivative Financial Instruments

Derivative Financial Instruments

11.  Derivative Financial Instruments

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

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

The tables below disclose the fair value of the derivative financial instruments included in the condensed consolidated balance sheets as of April 28, 2012, January 28, 2012 and April 30, 2011 (in thousands):

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments:
At April 28, 2012-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	—	other current liabilities	$	548
At January 28, 2012-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	14	other current liabilities	$	142
At April 30, 2011-	Other current			Accrued expenses and
Foreign exchange forward contracts	assets	$	207	other current liabilities	$	1,371

At April 28, 2012, we had 12 contracts to purchase euros for an aggregate notional amount of US$1.4 million maturing in various increments at various dates through August 2012, 11 contracts to purchase United States dollars (“USD”) for an aggregate notional amount of Canadian dollars (“CAD”) $5.0 million maturing in various increments at various dates through August 2012 and 15 contracts to purchase USD for an aggregate notional amount of pounds Sterling (“GBP”) £10.9 million maturing in various increments at various dates through August 2012.  For the quarter ended April 28, 2012, we recognized a net pre-tax loss of $0.8 million in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as cash flow hedges.

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

At April 30, 2011, we had six contracts to purchase euros for an aggregate notional amount of US$3.0 million maturing in various increments at various dates through October 2011, two contracts to purchase USD for an aggregate notional amount of CAD $0.2 million maturing in various increments at various dates through May 2011 and 60 contracts to purchase USD for an aggregate notional amount of GBP £21.7 million maturing in various increments at various dates through November 2011.  For the quarter ended April 30, 2011, we recognized a net pre-tax loss of $0.8 million in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as cash flow hedges.

We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of April 28, 2012, January 28, 2012 or April 30, 2011, respectively.

XML

Equity and Noncontrolling Interest (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	$ 1,031,819	$ 983,853
Net earnings (loss)	26,580	27,192
Other comprehensive income	8,142	15,107
Cash dividends	(9,289)	(6,232)
Share-based compensation	4,117	2,970
Common stock issued to stock discount plan	624	520
Common stock issued upon exercise of stock options	2,609	1,019
Tax payments related to vested deferred stock units	(4,017)	(2,955)
Tax benefit related to share-based plans	1,960	633
Treasury stock purchased	(33,866)	(48,999)
Balance at the end of the period	1,028,679	973,108
Total Equity Attributable to Common Shareholders
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	1,019,160	970,953
Net earnings (loss)	26,884	27,425
Other comprehensive income	7,726	14,427
Cash dividends	(9,289)	(6,232)
Share-based compensation	4,117	2,970
Common stock issued to stock discount plan	624	520
Common stock issued upon exercise of stock options	2,609	1,019
Tax payments related to vested deferred stock units	(4,017)	(2,955)
Tax benefit related to share-based plans	1,960	633
Treasury stock purchased	(33,866)	(48,999)
Balance at the end of the period	1,015,908	959,761
Common Stock
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	718	710
Common stock issued upon exercise of stock options	1	1
Common stock issued pursuant to restricted stock and deferred stock unit awards	2	3
Balance at the end of the period	721	714
Capital in Excess of Par
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	362,735	341,663
Share-based compensation	4,117	2,970
Common stock issued to stock discount plan	624	520
Common stock issued upon exercise of stock options	2,608	1,018
Common stock issued pursuant to restricted stock and deferred stock unit awards	(2)	(3)
Tax payments related to vested deferred stock units	(4,017)	(2,955)
Tax benefit related to share-based plans	1,960	633
Balance at the end of the period	368,025	343,846
Retained Earnings
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	1,095,535	1,002,975
Net earnings (loss)	26,884	27,425
Cash dividends	(9,289)	(6,232)
Balance at the end of the period	1,113,130	1,024,168
Accumulated Other Comprehensive Income
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	36,921	38,366
Other comprehensive income	7,726	14,427
Balance at the end of the period	44,647	52,793
Treasury Stock, at Cost
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	(476,749)	(412,761)
Treasury stock purchased	(33,866)	(48,999)
Balance at the end of the period	(510,615)	(461,760)
Noncontrolling Interest
Reconciliation of the total carrying amount of the Company's equity accounts
Balance at the beginning of the period	12,659	12,900
Net earnings (loss)	(304)	(233)
Other comprehensive income	416	680
Balance at the end of the period	$ 12,771	$ 13,347

XML

Supplemental Cash Flows (Tables)

3 Months Ended

Apr. 28, 2012

Supplemental Cash Flows

Schedule of supplemental disclosure of cash flow information

	For the Quarter Ended
	April 28, 2012		April 30, 2011
Cash paid during the quarter for:
Interest	$	328	$	177
Income taxes, net	$	6,786	$	2,405
Schedule of noncash investing and financing activities:
Tax benefit related to share-based plans	$	1,960	$	633
Cash dividends declared	$	9,271	$	6,219

XML

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Apr. 28, 2012

Goodwill and Other Intangible Assets

Changes in the net carrying amount of goodwill

	Retail		Corporate Apparel		Total
Balance at January 28, 2012	$	59,900	$	27,882	$	87,782
Translation adjustment	557		891		1,448
Balance at April 28, 2012	$	60,457	$	28,773	$	89,230

Gross carrying amount and accumulated amortization of intangible assets

	April 28, 2012			April 30, 2011			January 28, 2012
Amortizable intangible assets:
Carrying amount:
Trademarks, tradenames, and other intangibles	$	12,533		$	12,835		$	12,648
Customer relationships	33,225			34,141			32,149
Total carrying amount	45,758			46,976			44,797
Accumulated amortization:
Trademarks, tradenames, and other intangibles	(8,259		)	(7,870		)	(8,339		)
Customer relationships	(4,838		)	(2,099		)	(4,005		)
Total accumulated amortization	(13,097		)	(9,969		)	(12,344		)
Total amortizable intangible assets, net	32,661			37,007			32,453
Infinite-lived intangible assets:
Trademarks	1,300			1,336			1,258
Total intangible assets, net	$	33,961		$	38,343		$	33,711

XML

Fair Value Measurements (Details) (Recurring, USD $) In Thousands, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Assets:
Cash equivalents	$ 20,027	$ 20,017
Derivative financial instruments		14	207
Liabilities:
Derivative financial instruments	548	142	1,371
Quoted Prices in Active Markets for Identical Instruments (Level 1)
Assets:
Cash equivalents	20,027	20,017
Significant Other Observable Inputs (Level 2)
Assets:
Derivative financial instruments		14	207
Liabilities:
Derivative financial instruments	$ 548	$ 142	$ 1,371

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including noncontrolling interest	$ 26,580	$ 27,192
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	20,681	18,652
Tuxedo rental product amortization	5,988	5,546
Loss on disposition of assets	1,081	88
Deferred rent expense	276	359
Share-based compensation	4,117	2,970
Excess tax benefits from share-based plans	(1,960)	(691)
Deferred tax provision	8,430	7,097
Changes in operating assets and liabilities:
Accounts receivable	(11,161)	(8,900)
Inventories	(30,059)	(27,266)
Tuxedo rental product	(18,157)	(10,204)
Other assets	(2,433)	7,983
Accounts payable, accrued expenses and other current liabilities	60,335	58,584
Income taxes payable	(445)	(1,818)
Other liabilities	2,047	(558)
Net cash provided by operating activities	65,320	79,034
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(30,664)	(14,284)
Proceeds from sales of property and equipment	8	22
Net cash used in investing activities	(30,656)	(14,262)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	3,233	1,539
Cash dividends paid	(9,357)	(6,409)
Tax payments related to vested deferred stock units	(4,017)	(2,955)
Excess tax benefits from share-based plans	1,960	691
Purchase of treasury stock	(33,866)	(48,999)
Net cash used in financing activities	(42,047)	(56,133)
Effect of exchange rate changes	793	647
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(6,590)	9,286
Balance at beginning of period	125,306	136,371
Balance at end of period	$ 118,716	$ 145,657

XML

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

3 Months Ended

Apr. 28, 2012

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

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

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

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

	April 28,2012		April 30,2011		January 28, 2012
Prepaid expenses	$	34,657	$	31,766	$	32,266
Current deferred tax asset	22,396		27,329		29,392
Tax receivable	2,233		4,309		1,564
Other	7,106		4,507		7,684
Total other current assets	$	66,392	$	67,911	$	70,906
Accrued expenses and other current liabilities consist of the following (in thousands):
Accrued salary, bonus, sabbatical and vacation	$	39,198	$	37,514	$	61,544
Sales, value added, payroll and property taxes payable	30,661		27,998		18,176
Accrued workers compensation and medical costs	17,533		17,493		17,590
Customer deposits, prepayments and refunds payable	51,889		48,949		17,521
Unredeemed gift certificates	13,343		12,890		14,895
Loyalty program reward certificates	6,735		6,964		6,537
Cash dividends declared	9,271		6,219		9,339
Other	10,542		12,820		8,793
Total accrued expenses and other current liabilities	$	179,172	$	170,847	$	154,395
Deferred taxes and other liabilities consist of the following (in thousands):
Deferred rent and landlord incentives	$	51,446	$	48,765	$	50,953
Non-current deferred and other income tax liabilities	37,618		16,114		34,812
Other	11,871		5,857		7,093
Total deferred taxes and other liabilities	$	100,935	$	70,736	$	92,858

XML

Fair Value Measurements (Tables)

3 Months Ended

Apr. 28, 2012

Fair Value Measurements

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

	Fair Value Measurements at Reporting Date Using
(in thousands)	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
At April 28, 2012-
Assets:
Cash equivalents	$	20,027	$	—	$	—	$	20,027
Liabilities:
Derivative financial instruments	$	—	$	548	$	—	$	548
At January 28, 2012-
Assets:
Cash equivalents	$	20,017	$	—	$	—	$	20,017
Derivative financial instruments	$	—	$	14	$	—	$	14
Liabilities:
Derivative financial instruments	$	—	$	142	$	—	$	142
At April 30, 2011-
Assets:
Derivative financial instruments	$	—	$	207	$	—	$	207
Liabilities:
Derivative financial instruments	$	—	$	1,371	$	—	$	1,371

XML

Goodwill and Other Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Changes in the net carrying amount of goodwill
Balance at the beginning of the year	$ 87,782	$ 91,021
Translation adjustment	1,448
Balance at the end of the year	89,230	91,021
Retail
Changes in the net carrying amount of goodwill
Balance at the beginning of the year	59,900
Translation adjustment	557
Balance at the end of the year	60,457
Corporate Apparel
Changes in the net carrying amount of goodwill
Balance at the beginning of the year	27,882
Translation adjustment	891
Balance at the end of the year	$ 28,773

XML

Earnings per Share (Tables)

3 Months Ended

Apr. 28, 2012

Earnings per Share

Earnings per Share

	For the Quarter Ended
	April 28, 2012			April 30, 2011
Numerator
Total net earnings attributable to common shareholders	$	26,884		$	27,425
Net earnings allocated to participating securities (restricted stock and deferred stock units)	(426		)	(294		)
Net earnings attributable to common shareholders	$	26,458		$	27,131
Denominator
Basic weighted average common shares outstanding	50,932			51,918
Effect of dilutive securities:
Stock options and equity-based compensation	305			279
Diluted weighted average common shares outstanding	51,237			52,197
Net earnings per common share attributable to common shareholders:
Basic	$	0.52		$	0.52
Diluted	$	0.52		$	0.52