8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 10, 2015

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction
of incorporation) 1-16097
(Commission File Number) 74-1790172
(IRS Employer Identification No.)

6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices) 77072
(Zip Code)

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On June 10, 2015, The Men’s Wearhouse, Inc. (the “Company”) issued a press release reporting its earnings results for its first quarter ended May 2, 2015. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

99.1  Press Release of the Company dated June 10, 2015.

2

SIGNATURES

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

		THE MEN’S WEARHOUSE, INC.
Date:	June 11, 2015	By:	/s/ Brian T. Vaclavik
			Brian T. Vaclavik
		Senior Vice President and Chief Accounting Officer

3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of the Company dated June 10, 2015.

4

EX-99.1

Exhibit 99.1

For Immediate Release News Release Contact: Investor Relations (281) 776-7575 ir@tmw.com Kelly Dilts Men’s Wearhouse, SVP, Finance & IR Ken Dennard Dennard · Lascar Associates

MEN’S WEARHOUSE REPORTS

FISCAL 2015 FIRST QUARTER RESULTS

·Strong first quarter performance

·Jos. A. Bank integration remains on track

·Q1 2015 GAAP diluted earnings per share were $0.21 and adjusted diluted earnings per share were $0.54

·Conference call scheduled for Thursday, June 11th at 9:00 a.m. Eastern time

FREMONT, CA — June 10, 2015 — The Men’s Wearhouse (NYSE: MW) today announced consolidated financial results for the fiscal first quarter ended May 2, 2015.

GAAP diluted EPS for fiscal first quarter 2015 was $0.21 and adjusted EPS was $0.54 excluding non-operating items(1).

Doug Ewert, Men’s Wearhouse chief executive officer, stated, “We are very pleased to report another strong quarter with all brands performing well.  Comparable sales increased 6.8% at Men’s Wearhouse, 0.8% at Moores and 7.3% at K&G and decreased 1.5% at Jos. A. Bank.  Traffic increased year over year at all of our U.S. brands and while Moores’ traffic decreased, their average ticket increased.  While the retail business has continued to perform well, the tuxedo business slowed this quarter with a decrease in comps of 1.2% at Men’s Wearhouse.  Based on recent studies, the overall wedding industry is experiencing a slow-down but we believe that our market share is holding and possibly increasing.

“We made another important step in the Jos. A. Bank integration as we completed the merchandise systems conversions at the beginning of May,” added Ewert.  “This conversion will help us in unlocking retail inventory efficiency and distribution synergies.  Cost synergies continue to be on plan and we are beginning to see some revenue synergies.  We continue to expect Jos. A. Bank comparable sales to be down in the second quarter with improvement in the back half of the year and gross margin increases to follow a similar pattern.

“We continue to be confident in our 2015 and 2017 EPS guidance,” concluded Ewert.

(1)  Adjusted information is non-GAAP financial information provided to enhance the user’s overall understanding of the Company’s current financial performance.  Reconciliations of adjusted financial information to GAAP results are included in the tables at the end of this release.

1

FIRST QUARTER SALES REVIEW

The table that follows is a summary of net sales for the fiscal 2015 first quarter ended May 2, 2015.  The dollars shown are U.S. dollars in millions and, due to rounded numbers, may not sum.  The Moores comparable sales change is based on the Canadian dollar.  The comparable sales shown below for Jos. A. Bank are a comparison to the Jos. A. Bank first quarter, which was prior to the acquisition on June 18, 2014. Comparable sales exclude the net sales of a store for any month of one period if the store was not owned or open throughout the same month of the prior period and include e-commerce net sales.

First Quarter Net Sales Summary — Fiscal 2015

						Net Sales				Comparable Sales Change
	Net Sales Change					Current Quarter		% of Total Sales		Current Quarter		Prior Year Quarter
Total Retail Segment	43.7	%	$	250.6		$	824.3
Men’s Wearhouse	8.4	%	$	35.4		$	456.4	52	%	6.8	%	2.9	%
Jos. A. Bank	n/a		$	216.1		$	216.1	24	%	(1.5	)%	8.4	%
Moores	(9.5	)%	$	(5.0	)	$	47.5	5	%	0.8	%	6.0	%
K&G	3.9	%	$	3.6		$	96.0	11	%	7.3	%	(1.2	)%
MW Cleaners	7.4	%	$	0.6		$	8.3	1	%
Corporate Apparel Segment	7.0	%	$	4.0		$	60.8	7	%
Total Company	40.4	%	$	254.6		$	885.1

Net sales at our largest brand, Men’s Wearhouse, were up 8.4% from last year’s first quarter.  Comparable sales increased 6.8% due to increases in average transactions per store, clothing product average unit retails (or the net selling price per unit) and units sold per transaction. The higher margin tuxedo rental revenues comparable sales decreased 1.2% in the first quarter of 2015.

Jos. A. Bank comparable sales for the first quarter decreased 1.5% with a decrease in clothing product average unit retails moderated by increases in both units sold per transaction and average transactions per store.  Moores, our Canadian retail brand, had a comparable sales increase of 0.8% due to an increase in clothing product average unit retails mostly offset by a decrease in average transactions per store and units sold per transaction.  However, net sales for Moores decreased 9.5% due to an unfavorable change in the currency translation rate.  K&G comparable sales increased 7.3% due to an increase in average transactions per store.  The Corporate Apparel segment had a sales increase of 7.0%.

FIRST QUARTER GAAP OPERATING RESULTS

Total net sales increased 40.4%, or $254.6 million, to $885.1 million.  Retail segment net sales increased by 43.7%, or $250.6 million.  Corporate apparel sales increased by 7.0% or $4.0 million.

Total gross margin was $381.6 million, an increase of $98.2 million, or 34.7%.  As a percent of sales, total gross margin decreased 184 basis points to 43.1% of net sales.

Advertising expense increased $21.9 million to $50.7 million.  This increase represented a 116 basis point increase in expense.

2

Selling, general and administrative expenses (“SG&A”) increased $48.3 million to $275.6 million, a 492 basis points decrease.

Operating income increased $28.0 million to $55.3 million, representing 6.3% of net sales compared to 4.3% in the prior year.

FIRST QUARTER ADJUSTED OPERATING RESULTS (1)

In our fourth quarter earnings release we provided historical baselines of operating results for fiscal year 2014 in order to provide comparable results to fiscal year 2015.  These baselines include Jos. A. Bank operations for the 2014 full year and exclude items we believe are not indicative of our core operating results as well as certain items related to the acquisition of Jos. A. Bank.  Below is a comparison of the consolidated first quarter FY 2015 adjusted operating results to first quarter FY 2014 baseline.

	Q1 FY15			Q1 FY15		Q1 FY14			Q1 FY14		Variance
	$			% of Sales		$			% of Sales		Dollar			%		Basis Points
Net sales:
Retail clothing product	$	666,862		75.34	%	$	632,136		74.55	%	$	34,726		5.49	%	0.79
Tuxedo rental services	103,129			11.65	%	106,147			12.52	%	(3,018		)	-2.84	%	(0.87	)
Alteration and other services	54,280			6.13	%	52,788			6.23	%	1,492			2.83	%	(0.09	)
Total retail sales	824,271			93.13	%	791,071			93.30	%	33,200			4.20	%	(0.17	)
Corporate apparel clothing product	60,818			6.87	%	56,825			6.70	%	3,993			7.03	%	0.17
Total net sales	885,089			100.00	%	847,896			100.00	%	37,193			4.39	%	—
Gross margin: (2)
Retail clothing product	373,218			55.97	%	357,691			56.58	%	15,527			4.34	%	(0.62	)
Tuxedo rental services	87,045			84.40	%	89,083			83.92	%	(2,038		)	-2.29	%	0.48
Alteration and other services	18,130			33.40	%	15,983			30.28	%	2,147			13.43	%	3.12
Occupancy costs	(112,810		)	-13.69	%	(108,405		)	-13.70	%	(4,405		)	4.06	%	0.02
Total retail gross margin	365,583			44.35	%	354,352			44.79	%	11,231			3.17	%	(0.44	)
Corporate apparel clothing product	16,995			27.94	%	17,078			30.05	%	(83		)	-0.49	%	(2.11	)
Total gross margin	382,578			43.22	%	371,430			43.81	%	11,148			3.00	%	(0.58	)
Advertising expense	50,656			5.72	%	41,987			4.95	%	8,669			20.65	%	0.77
Selling, general and administrative expenses	263,985			29.83	%	262,099			30.91	%	1,886			0.72	%	(1.09	)
Operating income	$	67,937		7.68	%	$	67,344		7.94	%	$	593		0.88	%	(0.27	)

(1) See Use of Non-GAAP Financial Measures for reconcilation to GAAP.

(2) Gross margin percent of related sales.

Total net sales increased 4.4%, or $37.2 million from $847.9 million baseline net sales.  Retail segment net sales for the quarter increased by 4.2%, or $33.2 million, to $824.3 million due primarily to an increase in comparable sales in the legacy brands.  Corporate apparel sales increased by 7.0%, or $4.0 million.

Total adjusted gross margin of $382.6 million increased $11.1 million or 3.0% and decreased 58 basis points compared to baseline total gross margin.  Excluding Jos. A. Bank, total adjusted gross margin decreased 30 basis points.  Adjusted retail segment gross margin increased $11.2 million, or 3.2%, and decreased 44 basis points from prior year baseline primarily due to lower retail clothing margin offset somewhat by higher tuxedo and alteration and other services margin.  The adjusted retail segment gross margin rate decreased 11 basis points excluding Jos. A. Bank.  Corporate apparel gross margin decreased $0.1 million, or 0.5%, and decreased 211 basis points.

On a stand-alone basis, total Jos. A. Bank adjusted retail gross margin (including tuxedo margin, alteration margin and occupancy) decreased 167 basis points from 40.5% to 38.8%.  Jos. A. Bank adjusted retail clothing margin decreased 106 basis points from 58.3% to 57.3%.

3

Advertising expense was $50.7 million.  This represents an increase of $8.7 million or 77 basis points, compared to the prior year baseline primarily due to increased advertising expense to support branding initiatives.

Adjusted SG&A expenses of $264.0 million were 109 basis points favorable to the prior year baseline primarily due to lower payroll related costs and other synergies.  On an absolute dollar basis, adjusted SG&A increased by $1.9 million, or 0.7%, to prior year baseline.

Adjusted operating income was $67.9 million, an increase of $0.6 million, or 0.9%, over the prior year baseline operating results of $67.3 million.

INTEREST AND TAXES

GAAP net interest expense for the first quarter was $26.5 million.  Loss on extinguishment of debt was $12.7 million and was adjusted for as a non-operating item.  The loss was the result of our $400 million partial refinancing of our term loan to a fixed rate of 5.0%.

The effective tax rate for the first quarter was 35.8%.  Excluding the impact of integration costs, the adjusted effective tax rate was 37.3%.

NET EARNINGS

GAAP net earnings were $10.4 million compared to GAAP net earnings of $16.5 million last year.  GAAP EPS was $0.21 compared to $0.34 in the prior year quarter.  Adjusted net earnings were $26.0 million, or $0.54 adjusted EPS.

BALANCE SHEET

In connection with the acquisition of Jos. A. Bank, debt at the end of the first quarter 2015 was approximately $1.7 billion.

Inventories increased $340.7 million to $986.5 million at the end of the first quarter 2015 from $645.8 million at prior year first quarter due primarily to Jos. A. Bank and inventory related to Joseph Abboud.

Capital expenditures for the first quarter of fiscal year 2015 were $30.4 million compared to $22.5 million in the prior year.

4

CALL AND WEBCAST INFORMATION

At 9:00 a.m. Eastern time on Thursday, June 11, 2015, management will host a conference call and real time webcast to discuss fiscal 2015 first quarter results.

To access the conference call, dial 412-902-0030.  To access the live webcast presentation, visit the Investor Relations section of the Company’s website at http://ir.menswearhouse.com. A telephonic replay will be available through June 18, 2015 by calling 201-612-7415 and entering the access code of 13609463#, or a webcast archive will be available free on the website for approximately 90 days.

STORE INFORMATION

	May 2, 2015		May 3, 2014		January 31, 2015
	Number of Stores	Sq. Ft. (000’s)	Number of Stores	Sq. Ft. (000’s)	Number of Stores	Sq. Ft. (000’s)
Men’s Wearhouse (a)	702	3,963.4	670	3,820.4	698	3,955.7
Jos. A. Bank (b)	636	2,923.2	—	—	636	2,922.2
Men’s Wearhouse and Tux	207	287.9	244	338.9	210	291.2
Moores, Clothing for Men	124	783.1	120	764.8	123	779.0
K&G (c)	89	2,109.0	94	2,228.8	91	2,164.4
Total	1,758	10,066.6	1,128	7,152.9	1,758	10,112.5

(a)  Includes one Joseph Abboud store.

(b)  Excludes 15 franchise stores.

(c)  81, 85 and 83 stores, respectively, offering women’s apparel.

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 1,758 stores.  The Men’s Wearhouse, Jos. A. Bank, Moores and K&G stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and non-exclusive merchandise brands and Men’s Wearhouse and Tux stores carry a limited selection.  Most K&G stores carry a full selection of women’s apparel.  Tuxedo rentals are available in the Men’s Wearhouse, Jos. A. Bank, Moores and Men’s Wearhouse and Tux stores.  Additionally, Men’s Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom.

This press release contains forward-looking information.  The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  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.  These forward-looking statements may be significantly impacted by various factors, including, but 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, as well as integration of acquisitions, including Jos. A. Bank, performance issues with key suppliers, disruption in buying trends due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, 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.

5

The forward-looking statements in this press release speak only as of the date hereof. Except for the ongoing obligations of Men’s Wearhouse to disclose material information under the federal securities laws, Men’s Wearhouse undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law.  Other factors that may impact the forward-looking statements are described in Men’s Wearhouse’s annual report on Form 10-K for the fiscal year ended January 31, 2015.  For additional information on Men’s Wearhouse, please visit the Company’s websites at www.menswearhouse.com, www.josbank.com, www.josephabboud.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.

6

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

For the Three Months Ended May 2, 2015 and May 3, 2014

(In thousands, except per share data)

	Three Months Ended										Variance
				% of					% of							Basis
	2015			Sales		2014			Sales		Dollar			%		Points
Net sales:
Retail clothing product	$	666,862		75.34	%	$	433,024		68.68	%	$	233,838		54.00	%	6.66
Tuxedo rental services	103,129			11.65	%	101,663			16.12	%	1,466			1.44	%	(4.47	)
Alteration and other services	54,280			6.13	%	38,962			6.18	%	15,318			39.32	%	(0.05	)
Total retail sales	824,271			93.13	%	573,649			90.99	%	250,622			43.69	%	2.14
Corporate apparel clothing product	60,818			6.87	%	56,825			9.01	%	3,993			7.03	%	(2.14	)
Total net sales	885,089			100.00	%	630,474			100.00	%	254,615			40.38	%	0.00
Total cost of sales	503,537			56.89	%	347,110			55.06	%	156,427			45.07	%	1.84
Gross margin (a):
Retail clothing product	372,478			55.86	%	241,547			55.78	%	130,931			54.21	%	0.07
Tuxedo rental services	87,045			84.40	%	86,346			84.93	%	699			0.81	%	(0.53	)
Alteration and other services	18,130			33.40	%	11,240			28.85	%	6,890			61.30	%	4.55
Occupancy costs	(113,096		)	(13.72	)%	(72,847		)	(12.70	)%	(40,249		)	(55.25	)%	(1.02	)
Total retail gross margin	364,557			44.23	%	266,286			46.42	%	98,271			36.90	%	(2.19	)
Corporate apparel clothing product	16,995			27.94	%	17,078			30.05	%	(83		)	(0.49	)%	(2.11	)
Total gross margin	381,552			43.11	%	283,364			44.94	%	98,188			34.65	%	(1.84	)
Advertising expense	50,656			5.72	%	28,771			4.56	%	21,885			76.07	%	1.16
Selling, general and administrative expenses	275,607			31.14	%	227,312			36.05	%	48,295			21.25	%	(4.92	)
Operating income	55,289			6.25	%	27,281			4.33	%	28,008			102.66	%	1.92
Net interest	(26,455		)	(2.99	)%	(1,074		)	(0.17	)%	(25,381		)	2363.22	%	(2.82	)
Loss on extinguishment of debt	(12,675		)	(1.43	)%	—			—		(12,675		)	—		(1.43	)
Earnings before income taxes	16,159			1.83	%	26,207			4.16	%	(10,048		)	(38.34	)%	(2.33	)
Provision for income taxes	5,790			0.65	%	9,749			1.55	%	(3,959		)	(40.61	)%	(0.89	)
Net earnings including non-controlling interest	10,369			1.17	%	16,458			2.61	%	(6,089		)	(37.00	)%	(1.44	)
Net loss attributable to non-controlling interest	—			—		28			0.00	%	(28		)	—		0.00
Net earnings attributable to common shareholders	$	10,369		1.17	%	$	16,486		2.61	%	$	(6,117	)	(37.10	)%	(1.44	)
Net earnings per diluted common share attributable to common shareholders	$	0.21				$	0.34
Weighted-average diluted common shares outstanding:	48,429					47,974

(a)  Gross margin percent of sales is calculated as a percentage of related sales.

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	May 2,			May 3,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	61,802		$	95,923
Accounts receivable, net	83,169			67,778
Inventories	986,457			645,772
Other current assets	170,278			84,803
Total current assets	1,301,706			894,276
Property and equipment, net	560,141			406,784
Tuxedo rental product, net	146,050			148,120
Goodwill	893,435			127,098
Intangible assets, net	664,935			57,966
Other assets	36,832			6,734
Total assets	$	3,603,099		$	1,640,978
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	233,066		$	168,826
Accrued expenses and other current liabilities	289,956			220,452
Income taxes payable	1,328			4,277
Current maturities of long-term debt	7,000			10,000
Total current liabilities	531,350			403,555
Long-term debt	1,679,634			85,000
Deferred taxes and other liabilities	412,575			109,696
Total liabilities	2,623,559			598,251
Shareholders’ equity:
Preferred stock	—			—
Common stock	485			480
Capital in excess of par	442,743			417,622
Retained earnings	538,716			580,373
Accumulated other comprehensive income	789			33,302
Treasury stock, at cost	(3,193		)	(3,407		)
Total equity attributable to common shareholders	979,540			1,028,370
Non-controlling interest	—			14,357
Total shareholders’ equity	979,540			1,042,727
Total liabilities and shareholders’ equity	$	3,603,099		$	1,640,978

8

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended May 2, 2015 and May 3, 2014

(In thousands)

	Three Months Ended
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including non-controlling interest	$	10,369		$	16,458
Non-cash adjustments to net earnings:
Depreciation and amortization	31,906			21,929
Tuxedo rental product amortization	7,604			7,497
Deferred financing costs amortization	1,796			140
Discount on long-term debt amortization	340			—
Loss on extinguishment of debt	12,675			—
Loss on disposition of assets	424			1,357
Other	12,480			(2,977		)
Changes in operating assets and liabilities	(28,609		)	25,409
Net cash provided by operating activities	48,985			69,813
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(30,384		)	(22,543		)
Net cash used in investing activities	(30,384		)	(22,543		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from asset-based revolving credit facility	3,000			—
Payments on asset-based revolving credit facility	(3,000		)	—
Payments on new term loan	(4,500		)	—
Payments on previous term loan	—			(2,500		)
Deferred financing costs	(3,566		)	(1,389		)
Cash dividends paid	(8,863		)	(8,812		)
Proceeds from issuance of common stock	908			4,373
Tax payments related to vested deferred stock units	(4,506		)	(5,732		)
Excess tax benefits from share-based plans	981			3,002
Repurchases of common stock	(277		)	(251		)
Net cash used in financing activities	(19,823		)	(11,309		)
Effect of exchange rate changes	763			710
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(459		)	36,671
Balance at beginning of period	62,261			59,252
Balance at end of period	$	61,802		$	95,923

9

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

UNAUDITED NON-GAAP FINANCIAL MEASURES

(In thousands, except per share amounts)

Use of Non-GAAP Financial Measures

In addition to providing financial results in accordance with GAAP, we have provided adjusted information for fiscal first quarter 2015 and a historical consolidated baseline for fiscal first quarter 2014 which includes Jos. A. Bank results.  This non-GAAP financial information is provided to enhance the user’s overall understanding of the Company’s current financial performance.  Specifically, we believe the adjusted and baseline results provide useful information by excluding items we believe are not indicative of our core operating results as well as certain items related to the acquisition and integration of Jos. A. Bank.

The non-GAAP financial information should be considered in addition to, not as a substitute for or as being superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP.  A reconciliation of this non-GAAP information to our actual results follows and may not sum due to rounded numbers.

GAAP to Adjusted Statements of Earnings Information

GAAP to Adjusted - Three Months Ended May 2, 2015

	GAAP			Acquisition			Purchase						Adjusted
	Results			& Integration (1)			Acctg Allocation			Other (2)			Results
Net sales	$	885,089		$	—		$	—		$	—		$	885,089
Total retail gross margin	364,557			—			1,026			—			365,583
Corporate apparel clothing product	16,995			—			—			—			16,995
Total gross margin	381,552			—			1,026			—			382,578
Advertising expense	50,656			—			—			—			50,656
Selling, general and administrative expenses	275,607			(5,949		)	(2,069		)	(3,604		)	263,985
Operating income	55,289			5,949			3,095			3,604			67,937
Net interest	(26,455		)	—			—			—			(26,455		)
Loss on extinguishment of debt	(12,675		)	12,675			—			—			—
Provision for income taxes	5,790			7,184			1,154			1,344			15,473
Net earnings including non-controlling interest	10,369			11,440			1,941			2,260			26,009
Net earnings attributable to non-controlling interest	—			—			—			—			—
Net earnings attributable to common shareholders	$	10,369		$	11,440		$	1,941		$	2,260		$	26,009
Net earnings per diluted common share attributable to common shareholders	$	0.21		$	0.24		$	0.04		$	0.05		$	0.54

(1) Acquisition, integration and loss on extinguishment of debt relates to Jos. A. Bank.

(2) Other relates to separation costs with former executives.

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GAAP to Historical Baselines of Operating Results — First Quarter Fiscal Year 2014

Historical Consolidated Baseline First Quarter FY 2014 - Three Months Ended May 3, 2014

							Purchase			Acquisition,
	MW GAAP			JOSB GAAP			Accounting			Integration &			Historical
	Results			Results (1)			Adjustments (2)			Other (3)			Baseline
Net sales:
Retail clothing product	$	433,024		$	199,112		$	—		$	—		$	632,136
Tuxedo rental services	101,663			4,484			—			—			106,147
Alteration and other services	38,962			13,826			—			—			52,788
Total retail sales	573,649			217,422			—			—			791,071
Corporate apparel clothing product	56,825			—			—			—			56,825
Total net sales	630,474			217,422			—			—			847,896
Gross margin:
Retail clothing product	241,547			116,135			9			—			357,691
Tuxedo rental services	86,346			2,737			—			—			89,083
Alteration and other services	11,240			4,743			—			—			15,983
Occupancy costs	(72,847		)	(34,474		)	(1,084		)	—			(108,405		)
Total retail gross margin	266,286			89,141			(1,075		)	—			354,352
Corporate apparel clothing product	17,078			—						—			17,078
Total gross margin	283,364			89,141			(1,075		)	—			371,430
Advertising expense	28,771			13,216			—			—			41,987
Selling, general and administrative expenses	227,312			136,630			—			(101,843		)	262,099
Operating income (loss)	$	27,281		$	(60,705	)	$	(1,075	)	$	101,843		$	67,344

(1) As filed in Jos. A. Bank’s 10-Q and reclassified to be consistent with Men’s Wearhouse reporting.

(2) Adjustments to Jos. A. Bank’s 10-Q reported balances for change from FIFO to average weighted cost and elimination of tenant improvement allowance credits.

(3) Other relates primarily to strategic alternative review and SG&A reduction program costs.

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