UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 3, 2013

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 (Do not check if a smaller reporting company)	Smaller reporting company o

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 September 2, 2013 was 47,795,084 excluding 23,055,266 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	2
Condensed Consolidated Balance Sheets as of August 3, 2013 (unaudited), July 28, 2012 (unaudited) and February 2, 2013	3
Condensed Consolidated Statements of Earnings for the Three and Six Months Ended August 3, 2013 (unaudited) and July 28, 2012 (unaudited)	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended August 3, 2013 (unaudited) and July 28, 2012 (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended August 3, 2013 (unaudited) and July 28, 2012 (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3 — Quantitative and Qualitative Disclosures about Market Risk	37
Item 4 — Controls and Procedures	37
PART II — Other Information
Item 1 — Legal Proceedings	37
Item 1A — Risk Factors	37
Item 2— Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6 — Exhibits	39
SIGNATURES	39

1

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 sales, earnings, margins, costs, number and costs of store openings, future capital expenditures, acquisitions, 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 successful 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 February 2, 2013 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 three and six months ended August 3, 2013 and July 28, 2012.

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 February 2, 2013 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.

2

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	August 3,2013			July 28,2012			February 2, 2013
	(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	32,488		$	106,399		$	156,063
Accounts receivable, net	56,083			69,622			63,010
Inventories	599,811			577,078			556,531
Other current assets	71,835			70,786			79,549
Total current assets	760,217			823,885			855,153
PROPERTY AND EQUIPMENT, net	397,129			383,015			389,118
TUXEDO RENTAL PRODUCT, net	144,171			116,586			126,825
GOODWILL	76,510			87,672			87,835
INTANGIBLE ASSETS, net	30,022			32,093			32,442
OTHER ASSETS	6,485			4,748			4,974
TOTAL ASSETS	$	1,414,534		$	1,447,999		$	1,496,347
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	136,629		$	119,433		$	123,983
Accrued expenses and other current liabilities	172,446			161,850			164,344
Income taxes payable	3,554			728			5,856
Total current liabilities	312,629			282,011			294,183
DEFERRED TAXES AND OTHER LIABILITIES	86,836			98,401			92,929
Total liabilities	399,465			380,412			387,112
COMMITMENTS AND CONTINGENCIES (Note 3 and Note 13)
EQUITY:
Preferred stock	—			—			—
Common stock	708			722			725
Capital in excess of par	382,519			372,601			386,254
Retained earnings	1,162,933			1,163,324			1,190,246
Accumulated other comprehensive income	26,234			36,302			36,924
Treasury stock, at cost	(569,860		)	(517,894		)	(517,894		)
Total equity attributable to common shareholders	1,002,534			1,055,055			1,096,255
Non-controlling interest	12,535			12,532			12,980
Total equity	1,015,069			1,067,587			1,109,235
TOTAL LIABILITIES AND EQUITY	$	1,414,534		$	1,447,999		$	1,496,347

See Notes to Condensed Consolidated Financial Statements.

3

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Net sales:
Retail clothing product	$	408,683		$	413,024		$	832,420		$	833,493
Tuxedo rental services	147,701			154,124			246,183			232,613
Alteration and other services	37,056			37,540			75,018			75,274
Total retail sales	593,440			604,688			1,153,621			1,141,380
Corporate apparel clothing product sales	53,815			57,614			110,170			107,496
Total net sales	647,255			662,302			1,263,791			1,248,876
Cost of sales:
Retail clothing product	177,578			184,038			363,061			372,644
Tuxedo rental services	22,578			21,235			37,076			32,248
Alteration and other services	28,926			28,145			57,344			55,703
Occupancy costs	72,791			69,367			144,065			138,065
Total retail cost of sales	301,873			302,785			601,546			598,660
Corporate apparel clothing product cost of sales	36,588			39,260			75,531			75,910
Total cost of sales	338,461			342,045			677,077			674,570
Gross margin:
Retail clothing product	231,105			228,986			469,359			460,849
Tuxedo rental services	125,123			132,889			209,107			200,365
Alteration and other services	8,130			9,395			17,674			19,571
Occupancy costs	(72,791		)	(69,367		)	(144,065		)	(138,065		)
Total retail gross margin	291,567			301,903			552,075			542,720
Corporate apparel clothing product gross margin	17,227			18,354			34,639			31,586
Total gross margin	308,794			320,257			586,714			574,306
Goodwill impairment charge	9,501			—			9,501			—
Selling, general and administrative expenses	232,505			228,667			457,872			441,769
Operating income	66,788			91,590			119,341			132,537
Interest income	181			143			302			271
Interest expense	(540		)	(508		)	(884		)	(941		)
Earnings before income taxes	66,429			91,225			118,759			131,867
Provision for income taxes	23,451			31,655			42,825			45,717
Net earnings including non-controlling interest	42,978			59,570			75,934			86,150
Net (earnings) loss attributable to non-controlling interest	(35		)	(177		)	100			127
Net earnings attributable to common shareholders	$	42,943		$	59,393		$	76,034		$	86,277
Net earnings per common share attributable to common shareholders (Note 2):
Basic	$	0.86		$	1.16		$	1.50		$	1.68
Diluted	$	0.85		$	1.15		$	1.50		$	1.67
Weighted-average common shares outstanding (Note 2):
Basic	49,843			50,711			50,225			50,822
Diluted	50,133			50,932			50,460			51,084
Cash dividends declared per common share	$	0.18		$	0.18		$	0.36		$	0.36

See Notes to Condensed Consolidated Financial Statements.

4

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Net earnings including non-controlling interest	$	42,978		$	59,570		$	75,934		$	86,150
Currency translation adjustments, net of tax	(7,819		)	(8,761		)	(11,035		)	(619		)
Comprehensive income including non-controlling interest	35,159			50,809			64,899			85,531
Comprehensive (income) loss attributable to non-controlling interest:
Net (earnings) loss	(35		)	(177		)	100			127
Currency translation adjustments, net of tax	229			416			345			—
Amounts attributable to non-controlling interest	194			239			445			127
Comprehensive income attributable to common shareholders	$	35,353		$	51,048		$	65,344		$	85,658

See Notes to Condensed Consolidated Financial Statements.

5

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Six Months Ended
	August 3,2013			July 28,2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including non-controlling interest	$	75,934		$	86,150
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	43,450			41,775
Tuxedo rental product amortization	19,004			17,956
Loss on disposition of assets	1,001			1,434
Goodwill impairment charge	9,501			—
Asset impairment charges	46			122
Share-based compensation	9,069			8,322
Excess tax benefits from share-based plans	(1,114		)	(2,039		)
Deferred tax (benefit) provision	(5,301		)	4,740
Deferred rent expense and other	1,923			211
Changes in operating assets and liabilities:
Accounts receivable	5,663			(13,006		)
Inventories	(47,956		)	(4,831		)
Tuxedo rental product	(37,224		)	(34,789		)
Other assets	6,585			(6,816		)
Accounts payable, accrued expenses and other current liabilities	23,061			8,379
Income taxes payable	(1,488		)	(505		)
Other liabilities	(912		)	1,329
Net cash provided by operating activities	101,242			108,432
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(52,261		)	(68,846		)
Proceeds from sales of property and equipment	191			14
Net cash used in investing activities	(52,070		)	(68,832		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	5,409			3,939
Cash dividends paid	(18,350		)	(18,613		)
Deferred financing costs	(1,776		)	—
Tax payments related to vested deferred stock units	(3,865		)	(4,421		)
Excess tax benefits from share-based plans	1,114			2,039
Repurchases of common stock	(152,129		)	(41,296		)
Net cash used in financing activities	(169,597		)	(58,352		)
Effect of exchange rate changes	(3,150		)	(155		)
DECREASE IN CASH AND CASH EQUIVALENTS	(123,575		)	(18,907		)
Balance at beginning of period	156,063			125,306
Balance at end of period	$	32,488		$	106,399

See Notes to Condensed Consolidated Financial Statements.

6

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 February 2, 2013.

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 February 2013, the Financial Accounting Standards Board (“FASB”) issued updated guidance regarding the reporting of amounts reclassified out of accumulated other comprehensive income.  The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, entities are required to cross-reference to other disclosures that provide additional detail about those amounts.  As this update only affects disclosure requirements its adoption at the beginning of fiscal 2013 had no impact on our financial position, results of operations or cash flows.

In July 2012, the FASB issued updated guidance regarding testing indefinite-lived intangible assets for impairment.  The amendments in this update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test.  Under these amendments, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that the indefinite-lived intangible asset is impaired.  The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.  The adoption of this update at the beginning of our 2013 fiscal year had no impact on our financial position, results of operations or cash flows but may change the way we perform our testing of indefinite-lived intangible assets for impairment.

7

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 Three Months Ended						For the Six MonthsEnded
	August 3,2013			July 28,2012			August 3, 2013			July 28, 2012
Numerator
Total net earnings attributable to common shareholders	$	42,943		$	59,393		$	76,034		$	86,277
Net earnings allocated to participating securities (restricted stock and deferred stock units)	(139		)	(624		)	(474		)	(1,101		)
Net earnings attributable to common shareholders	$	42,804		$	58,769		$	75,560		$	85,176
Denominator
Basic weighted-average common shares outstanding	49,843			50,711			50,225			50,822
Effect of dilutive securities:
Stock options and equity-based compensation	290			221			235			262
Diluted weighted-average common shares outstanding	50,133			50,932			50,460			51,084
Net earnings per common share attributable to common shareholders:
Basic	$	0.86		$	1.16		$	1.50		$	1.68
Diluted	$	0.85		$	1.15		$	1.50		$	1.67

For the three and six months ended August 3, 2013, 0.2 million and 0.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share, respectively.  For the three and six months ended July 28, 2012, 0.4 million and 0.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share, respectively.

8

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3.  Debt

On April 12, 2013, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), with a group of banks to amend and restate our existing credit facility, which provided us with a revolving credit facility that was scheduled to mature on January 26, 2016.

The Credit Agreement provides for a total senior revolving credit facility of $300.0 million, with possible future increases to $450.0 million under an expansion feature, which matures on April 12, 2018.  In addition, the Credit Agreement provides for a $100.0 million term loan, available in a single advance during the 120 day period after the closing date.  On August 6, 2013, we borrowed $100.0 million under the term loan provision of our Credit Agreement which will be repaid over five years, with 10% payable annually in quarterly installments and the remainder due at maturity (see Note 14).  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) CDOR 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 of up to 2.50%.  The Credit Agreement also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.75% to 2.50%, and a fee on unused commitments which ranges from 0.35% to 0.50%.  As of August 3, 2013, 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 August 3, 2013.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  At August 3, 2013, letters of credit totaling approximately $21.5 million were issued and outstanding.   Borrowings available under our Credit Agreement at August 3, 2013 were $278.5 million.

4.  Supplemental Cash Flows

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

	For the Six Months Ended
	August 3, 2013		July 28, 2012
Cash paid for:
Interest	$	301	$	734
Income taxes, net	$	43,209	$	43,429
Schedule of noncash investing and financing activities:
Additional capital in excess of par resulting from tax benefit related to share-based plans	$	607	$	2,004
Cash dividends declared	$	9,279	$	9,214

We had unpaid capital expenditure purchases included in accounts payable, accrued expenses and other current liabilities of approximately $14.5 million and $7.9 million at August 3, 2013 and July 28, 2012, 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.

9

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):

	August 3, 2013		July 28, 2012		February 2,  2013
Prepaid expenses	$	35,731	$	35,533	$	35,403
Current deferred tax asset	25,463		22,311		26,607
Tax receivable	1,437		3,363		8,040
Other	9,204		9,579		9,499
Total other current assets	$	71,835	$	70,786	$	79,549

Accrued expenses and other current liabilities consist of the following (in thousands):

	August 3,2013		July 28,2012		February 2, 2013
Accrued salary, bonus, sabbatical, vacation and other benefits	$	44,188	$	40,702	$	55,555
Customer deposits, prepayments and refunds payable	37,363		38,392		20,276
Accrued workers compensation and medical costs	21,742		17,884		19,146
Sales, value added, payroll, property and other taxes payable	19,929		23,497		23,801
Unredeemed gift certificates	13,387		12,833		15,535
Cash dividends declared	9,279		9,214		9,260
Loyalty program reward certificates	7,085		7,045		6,930
Accrued royalties	7,041		3,294		1,890
Other	12,432		8,989		11,951
Total accrued expenses and other current liabilities	$	172,446	$	161,850	$	164,344

Deferred taxes and other liabilities consist of the following (in thousands):

	August 3,2013		July 28,2012		February 2, 2013
Deferred rent and landlord incentives	$	53,615	$	50,805	$	52,814
Non-current deferred and other income tax liabilities	32,159		34,011		38,810
Other	1,062		13,585		1,305
Total deferred taxes and other liabilities	$	86,836	$	98,401	$	92,929

10

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6.  Equity and Non-Controlling Interest

A reconciliation of the total carrying amount of our equity accounts for the six months ended August 3, 2013 is as follows (in thousands):

	Common Stock			Capital in Excess of Par			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock, at Cost			Total Equity Attributable to Common Shareholders			Non- ControllingInterest			Total Equity
BALANCES — February 2, 2013	$	725		$	386,254		$	1,190,246		$	36,924		$	(517,894	)	$	1,096,255		$	12,980		$	1,109,235
Net earnings (loss)	—			—			76,034			—			—			76,034			(100		)	75,934
Other comprehensive loss	—			—			—			(10,690		)	—			(10,690		)	(345		)	(11,035		)
Cash dividends	—			—			(18,369		)	—			—			(18,369		)	—			(18,369		)
Share-based compensation	—			9,069			—			—			—			9,069			—			9,069
Common stock issued under share-based award plans and to stock discount plan	5			5,404			—			—			—			5,409			—			5,409
Tax payments related to vested deferred stock units	—			(3,865		)	—			—			—			(3,865		)	—			(3,865		)
Tax benefit related to share-based plans	—			607			—			—			—			607			—			607
Treasury stock reissued	—			50			—			—			163			213			—			213
Repurchases of common stock	(22		)	(15,000		)	(84,978		)	—			(52,129		)	(152,129		)	—			(152,129		)
BALANCES — August 3, 2013	$	708		$	382,519		$	1,162,933		$	26,234		$	(569,860	)	$	1,002,534		$	12,535		$	1,015,069

A reconciliation of the total carrying amount of our equity accounts for the six months ended July 28, 2012 is as follows (in thousands):

	Common Stock		Capital in Excess of Par			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock, at Cost			Total Equity Attributable to Common Shareholders			Non- ControllingInterest			Total Equity
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)	—		—			86,277			—			—			86,277			(127		)	86,150
Other comprehensive income	—		—			—			(619		)	—			(619		)	—			(619		)
Cash dividends	—		—			(18,488		)	—			—			(18,488		)	—			(18,488		)
Share-based compensation	—		8,322			—			—			—			8,322			—			8,322
Common stock issued under share-based award plans and to stock discount plan	4		3,935			—			—			—			3,939			—			3,939
Tax payments related to vested deferred stock units	—		(4,421		)	—			—			—			(4,421		)	—			(4,421		)
Tax benefit related to share-based plans	—		2,004			—			—			—			2,004			—			2,004
Treasury stock reissued	—		26			—			—			151			177			—			177
Repurchases of common stock	—		—			—			—			(41,296		)	(41,296		)	—			(41,296		)
BALANCES — July 28, 2012	$	722	$	372,601		$	1,163,324		$	36,302		$	(517,894	)	$	1,055,055		$	12,532		$	1,067,587

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7.  Share Repurchases and Reissuances

In March 2013, the Board of Directors (the “Board”) approved a $200.0 million share repurchase program for our common stock.  This approval amended and replaced our existing $150.0 million share repurchase program authorized by the Board in January 2011, which had a remaining authorization of $45.2 million at the time of amendment.

In July 2013, we entered into an accelerated share repurchase agreement (“ASR Agreement”) with J.P. Morgan Securities LLC (“JP Morgan”), as agent for JPMorgan Chase Bank, National Association, London Branch, to purchase $100.0 million of our common stock.  We paid $100.0 million to JPMorgan and received an initial delivery of 2,197,518 shares (which is approximately 85% of the number of shares expected to be repurchased in connection with this transaction), and reduced our shares outstanding as of August 3, 2013.  The value of the initial shares received on the date of purchase was approximately $85.0 million, reflecting a $38.68 price per share which was recorded as a retirement of the shares for purposes of calculating earnings per share.  In accordance with authoritative guidance, we recorded the remaining $15.0 million as a forward contract indexed to our common stock within capital in excess of par.  The specific final number of shares to be repurchased by JPMorgan will generally be based on the volume-weighted average share price of our common stock during the calculation period of the ASR Agreement which is expected to be completed no later than the fourth quarter of 2013.  In the unlikely event we are required to deliver value to JPMorgan at the end of the purchase period, we, at our option, may elect to settle in shares or cash.

In addition to the ASR Agreement, during the first six months of fiscal 2013, 1,489,318 shares at a cost of $52.0 million were repurchased in open market transactions at an average price per share of $34.89 under the Board’s March 2013 authorization.  At August 3, 2013, the remaining balance available under the Board’s March 2013 authorization was $48.0 million, which has been reduced by the entire $100.0 million payment under the ASR Agreement.

During the first six months of fiscal 2012, 1,121,484 shares at a cost of $41.0 million were repurchased at an average price per share of $36.59 under the January 2011 authorization.

During the six months ended August 3, 2013 and July 28, 2012, 5,378 shares and 7,041 shares, respectively, at a cost of $0.2 million and $0.3 million, respectively, were repurchased at an average price per share of $30.03 and $37.28, respectively, in private transactions to satisfy tax withholding obligations arising upon the vesting of certain restricted stock.

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

	For the Six Months Ended
	August 3, 2013		July 28, 2012
Shares repurchased	3,692,214		1,128,525
Total costs	$	152,129	$	41,296
Average price per share	$	37.14	$	36.59

Shares purchased pursuant to the ASR Agreement are presented in the above table in the periods in which they are received.  The total costs includes the entire $100.0 million payment, however, the average price per share calculation excludes the $15.0 million recorded as a forward contract.

As of August 3, 2013 and July 28, 2012, 6,735 treasury shares and 6,295 treasury shares, respectively, of our common stock were reissued pursuant to a two-year services agreement with an unrelated third party.  The fair value of the common stock issued during the six months ended August 3, 2013 and July 28, 2012 was approximately $0.2 million, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8.  Share-Based Compensation Plans

For a discussion of our share-based compensation plans refer to Note 9 in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013.

We account for share-based awards in accordance with the authoritative guidance 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 three and six months ended August 3, 2013 was $4.6 million and $9.1 million, respectively.  Share-based compensation expense recognized for the three and six months ended July 28, 2012 was $4.2 million and $8.3 million, respectively.

Non-Vested Deferred Stock Units and Restricted Stock Shares

The following table summarizes the activity of time-based and performance-based deferred stock units for the six months ended August 3, 2013:

	Shares				Weighted-Average Grant-Date Fair Value
	Time- Based		Performance- Based		Time- Based		Performance- Based
Non-Vested at February 2, 2013	471,369		—		$	36.22	$	—
Granted	449,595		97,668		33.09		33.09
Vested (1)	(325,763	)	—		38.19		—
Forfeited	(22,778	)	(15,110	)	32.39		33.09
Non-Vested at August 3, 2013	572,423		82,558		$	32.80	$	33.09

(1) Includes 110,740 shares relinquished for tax payments related to vested deferred stock units for the six months ended August 3, 2013.

On April 3, 2013, our Board approved a change in the form of award agreements to be issued for grants of deferred stock units (“DSUs”) to participants under our 2004 Long-Term Incentive Plan.  As revised, the award agreements provide that dividend equivalents, if any, will be accrued during the vesting period for such DSU awards and paid out only upon vesting of the underlying DSUs.  As such, grants of DSU awards on or after April 3, 2013 earn dividends throughout the vesting period which are subject to the same vesting terms as the underlying share award.  Grants of DSUs generally vest over a period of from one to three years.  DSU awards granted prior to April 3, 2013 are entitled to receive non-forfeitable dividend equivalents, if any, when and if paid to shareholders of record at the payment date.  Included in the non-vested time-based awards as of August 3, 2013 are 142,762 deferred stock units granted prior to April 3, 2013.

The performance-based DSUs represent a contingent right to receive one share of common stock and generally vest in one-third tranches over a three year period, subject to our achievement of a performance target during an applicable performance period.  Any unvested performance-based DSUs at the end of the performance period are rolled over and become eligible to vest in subsequent performance periods.  Any performance-based DSUs that are unvested at the end of all vesting periods will lapse and be forfeited as of such time.  The performance-based DSUs earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards.

The following table summarizes the activity of restricted stock for the six months ended August 3, 2013:

	Shares		Weighted- Average Grant-Date Fair Value
Non-Vested at February 2, 2013	99,847		$	28.55
Granted	11,971		37.59
Vested	(32,695	)	29.44
Forfeited	—		—
Non-Vested at August 3, 2013	79,123		$	29.54

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Restricted stock awards receive non-forfeitable dividends, if any, when and if paid to shareholders of record at the payment date.

As of August 3, 2013, we have unrecognized compensation expense related to non-vested deferred stock units and shares of restricted stock of approximately $18.0 million, which is expected to be recognized over a weighted-average period of 1.4 years.

Stock Options

The following table summarizes the activity of stock options for the six months ended August 3, 2013:

	Shares		Weighted- Average Exercise Price
Outstanding at February 2, 2013	1,024,768		$	25.54
Granted	19,080		33.09
Exercised	(210,977	)	18.78
Forfeited	(25,012	)	19.58
Expired	(5	)	7.97
Outstanding at August 3, 2013	807,854		$	27.67
Exercisable at August 3, 2013	496,348		$	26.80

The weighted-average grant date fair value of the 19,080 stock options granted during the six months ended August 3, 2013 was $13.10 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 six months ended August 3, 2013.

	For the Six Months Ended
	August 3,  2013
Risk-free interest rate	0.76	%
Expected lives	5.0 years
Dividend yield	2.20	%
Expected volatility	55.00	%

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 August 3, 2013, we have unrecognized compensation expense related to non-vested stock options of approximately $3.1 million which is expected to be recognized over a weighted-average period of 2.1 years.

Employee Stock Discount 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.

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the six months ended August 3, 2013, employees purchased 53,245 shares under the ESDP, which had a weighted-average share price of $27.19 per share.  As of August 3, 2013, 795,203 shares were reserved for future issuance under the ESDP.

9.  Goodwill and Other Intangible Assets

Goodwill

Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the six months ended August 3, 2013 are as follows (in thousands):

	Retail			Corporate Apparel			Total
Balance at February 2, 2013	$	59,995		$	27,840		$	87,835
Impairment charge	(9,501		)	—			(9,501		)
Translation adjustment	(1,118		)	(706		)	(1,824		)
Balance at August 3, 2013	$	49,376		$	27,134		$	76,510

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.  During the second quarter of fiscal 2013, based on estimates provided to us by market participants during our review of strategic alternatives for the K&G brand, we concluded that the carrying value of the K&G brand exceeded its fair value.  Based on further analysis, it was determined that the entire carrying value of K&G’s goodwill was impaired resulting in a non-cash goodwill impairment charge of $9.5 million.

Intangible Assets

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

	August 3, 2013			July 28, 2012			February 2, 2013
Amortizable intangible assets:
Carrying amount:
Trademarks, tradenames, and other intangibles	$	14,423		$	12,432		$	14,502
Customer relationships	31,244			32,138			32,098
Total carrying amount	45,667			44,570			46,600
Accumulated amortization:
Trademarks, tradenames, and other intangibles	(8,981		)	(8,379		)	(8,663		)
Customer relationships	(7,886		)	(5,356		)	(6,751		)
Total accumulated amortization	(16,867		)	(13,735		)	(15,414		)
Total amortizable intangible assets, net	28,800			30,835			31,186
Infinite-lived intangible assets:
Trademarks	1,222			1,258			1,256
Total intangible assets, net	$	30,022		$	32,093		$	32,442

The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $0.8 million for the three months ended August 3, 2013 and July 28, 2012, respectively.  The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $1.6 million for the six months ended August 3, 2013 and July 28, 2012, respectively, and approximately $3.3 million for the year ended February 2, 2013.  Pretax amortization associated with intangible assets subject to amortization at August 3, 2013 is estimated to be $1.6 million for the remainder of fiscal year 2013, $3.2 million for each of the fiscal years 2014, 2015 and 2016 and $3.1 million for fiscal year 2017.

15

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 six months ended August 3, 2013 or July 28, 2012, respectively, or during the year ended February 2, 2013.

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 August 3, 2013-
Assets:
Derivative financial instruments	$	—	$	271	$	—	$	271
Liabilities:
Derivative financial instruments	$	—	$	15	$	—	$	15
At February 2, 2013-
Assets:
Cash equivalents	$	20,054	$	—	$	—	$	20,054
Derivative financial instruments	$	—	$	215	$	—	$	215
Liabilities:
Derivative financial instruments	$	—	$	17	$	—	$	17
At July 28, 2012-
Assets:
Cash equivalents	$	20,036	$	—	$	—	$	20,036
Derivative financial instruments	$	—	$	43	$	—	$	43
Liabilities:
Derivative financial instruments	$	—	$	47	$	—	$	47

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

16

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, goodwill and identifiable intangibles, 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.   For the three and six months ended August 3, 2013, we recorded charges for the impairment of long-lived assets of approximately $0.1 million which is included within selling, general and administrative (“SG&A”) expenses in our condensed consolidated statement of earnings.  The asset impairment charges reduced the carrying amounts of the applicable long-lived assets, primarily leasehold improvements for certain Men’s Wearhouse and Tux stores, to their fair values of zero as of August 3, 2013. For the three and six months ended July 28, 2012, we recorded charges for the impairment of long-lived assets of $0.1 million which is included within SG&A expenses in our condensed consolidated statement of earnings.  The asset impairment charges reduced the carrying amounts of the applicable long-lived assets, primarily leasehold improvements for certain Men’s Wearhouse and Tux stores, to their fair values of zero as of July 28, 2012.

During the second quarter of fiscal 2013, we recorded a goodwill impairment charge related to our K&G brand totaling $9.5 million. We estimated the fair value of the K&G brand based on estimates provided to us by market participants which we classified as Level 2 within the fair value hierarchy.

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 August 3, 2013, July 28, 2012, and February 2, 2013, 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.  We have 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.

17

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 August 3, 2013, February 2, 2013 and July 28, 2012 (in thousands):

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives not designated as hedging instruments:
At August 3, 2013- Foreign exchange forward contracts	Other current assets	$	271	Accrued expenses and other current liabilities	$	15
At February 2, 2013- Foreign exchange forward contracts	Other current assets	$	215	Accrued expenses and other current liabilities	$	17
At July 28, 2012- Foreign exchange forward contracts	Other current assets	$	43	Accrued expenses and other current liabilities	$	47

At August 3, 2013, we had 10 contracts to purchase Euros for an aggregate notional amount of US$0.8 million maturing in various increments at various dates through January 2014, 11 contracts to purchase United States dollars (“USD”) for an aggregate notional amount of Canadian dollars (“CAD”) $1.6 million maturing in various increments at various dates through November 2013 and 32 contracts to purchase USD for an aggregate notional amount of pounds Sterling (“GBP”) £10.1 million maturing in various increments at various dates through December 2013.  For the three and six months ended August 3, 2013, we recognized net pre-tax gains of $0.5 million and $1.2 million, respectively, in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as cash flow hedges.

At February 2, 2013, we had four contracts maturing in varying increments to purchase Euros for an aggregate notional amount of US$1.2 million maturing at various dates through May 2013, 10 contracts maturing in varying increments to purchase USD for an aggregate notional amount of CAD $4.1 million maturing at various dates through May 2013 and 16 contracts maturing in varying increments to purchase USD for an aggregate notional amount of GBP £14.0 million maturing at various dates through June 2013.

At July 28, 2012, we had 10 contracts to purchase Euros for an aggregate notional amount of US$0.9 million maturing in various increments at various dates through December 2012, 13 contracts to purchase United States dollars (“USD”) for an aggregate notional amount of Canadian dollars (“CAD”) $7.3 million maturing in various increments at various dates through December 2012 and 18 contracts to purchase USD for an aggregate notional amount of pounds Sterling (“GBP”) £11.8 million maturing in various increments at various dates through December 2012.  For the three and six months ended July 28, 2012, we recognized a net pre-tax gain of $0.6 million and a pre-tax loss of $0.2 million, respectively, 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 August 3, 2013, February 2, 2013 or July 28, 2012, respectively.

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12.  Segment Reporting

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 retail segment includes the results from our four retail merchandising brands: Men’s Wearhouse, Men’s Wearhouse and Tux, Moores Clothing for Men (“Moores”) and K&G.  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 our revenues or expenses.  Specialty apparel merchandise offered by our four retail merchandising concepts include 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 (“U.S.”) and Dimensions, Alexandra and Yaffy in the United Kingdom (“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 non-controlling 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 Three Months Ended				For the Six Months Ended
Net sales:	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
MW (1)	$	426,597	$	429,513	$	828,432	$	800,981
Moores	74,544		78,361		128,315		133,839
K&G	84,860		89,995		182,200		193,087
MW Cleaners	7,439		6,819		14,674		13,473
Total retail segment	593,440		604,688		1,153,621		1,141,380
Twin Hill	9,977		6,218		17,936		13,283
Dimensions and Alexandra (UK)	43,838		51,396		92,234		94,213
Total corporate apparel segment	53,815		57,614		110,170		107,496
Total net sales	$	647,255	$	662,302	$	1,263,791	$	1,248,876

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

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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 us (in thousands):

	For the Three Months Ended				For the Six Months Ended
Net sales:	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
Men’s tailored clothing product	$	226,479	$	227,664	$	461,323	$	457,944
Men’s non-tailored clothing product	164,305		165,836		331,078		332,724
Ladies’ clothing product	17,899		19,524		40,019		42,825
Total retail clothing product	408,683		413,024		832,420		833,493
Tuxedo rental services	147,701		154,124		246,183		232,613
Alteration services	29,617		30,721		60,344		61,801
Retail dry cleaning services	7,439		6,819		14,674		13,473
Total alteration and other services	37,056		37,540		75,018		75,274
Corporate apparel clothing product	53,815		57,614		110,170		107,496
Total net sales	$	647,255	$	662,302	$	1,263,791	$	1,248,876

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

	For the Three Months Ended						For the Six Months Ended
Operating income (loss):	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Retail	$	65,088		$	89,399		$	116,558		$	132,766
Corporate apparel	1,700			2,191			2,783			(229		)
Operating income	66,788			91,590			119,341			132,537
Interest income	181			143			302			271
Interest expense	(540		)	(508		)	(884		)	(941		)
Earnings before income taxes	$	66,429		$	91,225		$	118,759		$	131,867

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.

14.  Subsequent Events

In July 2013, we signed a definitive agreement to acquire JA Holding, Inc. (“JA Holding”), the parent company of the American clothing brand, Joseph Abboud®, for approximately $97.5 million in cash consideration, subject to certain adjustments.  The transaction closed on August 6, 2013.

On August 6, 2013, we borrowed $100.0 million under the term loan provision of our Credit Agreement to fund the acquisition of JA Holding.  The rate on the term loan is based on the monthly LIBOR rate plus 1.75%.  In conjunction with the loan, we also entered into an interest rate swap for $100.0 million, in which the variable rate payments due under the term loan will be exchanged for a fixed rate of 1.27%, resulting in a combined interest rate of 3.02%.  The interest rate swap qualifies for hedge accounting treatment under authoritative guidance which will result in changes in the fair value of the swap being recorded as an adjustment to comprehensive income within equity.

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 February 2, 2013.  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 “2013” mean the 52-week fiscal year ending February 1, 2014.

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.

We conduct our 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, Moores Clothing for Men (“Moores”), K&G and the Internet at www.menswearhouse.com and www.kgstores.com.  Our stores are located throughout the United States (“U.S.”) and Canada and carry a wide selection of exclusive and non-exclusive merchandise brands.  In addition, we offer our customers a variety of services, including alterations and our loyalty program.  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 our revenues or expenses.  MW Cleaners conducts retail dry cleaning, laundry and heirlooming 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 U.S. and Dimensions, Alexandra and Yaffy in the United Kingdom (“UK”).  These operations provide corporate clothing uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the Internet.

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.

In March 2013, we announced that we engaged Jefferies & Co. to assist us in evaluating strategic alternatives for our K&G operations.  We believe our core strengths lie primarily in our service culture and specialty men’s apparel retailing, and that we will be better able to focus our efforts on these core operations by taking this action.  During the second quarter of fiscal 2013, based on estimates provided to us by market participants during our review of strategic alternatives for the K&G brand, we concluded that the carrying value of the K&G brand exceeded its fair value.  Based on further analysis, it was determined that the entire carrying value of K&G’s goodwill was impaired resulting in a non-cash goodwill impairment charge of $9.5 million.

In July 2013, we signed a definitive agreement to acquire JA Holding, Inc. (“JA Holding”), the parent company of the American clothing brand, Joseph Abboud®, for approximately $97.5 million in cash consideration, subject to certain adjustments.  The transaction closed on August 6, 2013.  We believe this transaction will accelerate our strategy of offering exclusive brands with broad appeal at attractive prices and will enhance shareholder value.

21

Overview

Highlights of our performance for the quarter ended August 3, 2013 compared to the quarter ended July 28, 2012 are presented below, followed by a more comprehensive discussion under “Results of Operations”:

·Revenues for the second quarter of 2013 decreased by $15.0 million or 2.3%, to $647.3 million compared to revenues of $662.3 million in the second quarter of 2012.

·Gross margin for the second quarter of 2013 decreased by $11.5 million or 3.6%, to $308.8 million compared to $320.3 million in the second quarter of 2012.  Gross margin as a percentage of total net sales for the second quarter of 2013 was 47.7% compared to 48.4% for the second quarter of 2012.

·During the second quarter of fiscal 2013, we recorded a non-cash goodwill impairment charge of $9.5 million.

·Selling, general and administrative (“SG&A”) expenses for the second quarter of 2013 increased 1.7%, to $232.5 million compared to SG&A expenses of $228.7 million in the second quarter of 2012 and increased 1.4% as a percentage of total net sales as compared to the second quarter of 2012.

·Net earnings attributable to common shareholders for the second quarter of 2013 decreased by $16.5 million or 27.7%, to $42.9 million compared to $59.4 million for the second quarter of 2012.

·Diluted earnings per common share attributable to common shareholders decreased 26.1% to $0.85 per share for the second quarter of 2013 compared to $1.15 per share for the second quarter of fiscal 2012.

Highlights of our performance for the six months ended August 3, 2013 compared to the six months ended July 28, 2012 are presented below, followed by a more comprehensive discussion under “Results of Operations”:

·Revenues for the first six months of 2013 increased by $14.9 million or 1.2%, to $1,263.8 million compared to revenues of $1,248.9 million in the first six months of 2013.

·Gross margin for the first six months of 2013 increased by $12.4 million or 2.2%, to $586.7 million compared to $574.3 million in the first six months of 2012.  Gross margin as a percentage of total net sales for the first six months of 2013 was 46.4% compared to 46.0% for the first six months of 2012.

·During the first six months of fiscal 2013, we recorded a non-cash goodwill impairment charge of $9.5 million.

·SG&A expenses for the first six months of 2013 increased 3.7%, to $457.9 million compared to SG&A expenses of $441.8 million in the first six months of 2012 and increased 0.8% as a percentage of total net sales as compared to the first six months of 2012.

·Net earnings attributable to common shareholders for the first six months of 2013 decreased by $10.2 million or 11.9%, to $76.0 million compared to $86.3 million for the first six months of 2012.

·Diluted earnings per common share attributable to common shareholders decreased 10.2% to $1.50 per share for the first six months of 2013 compared to $1.67 per share for the first six months of fiscal 2012.

·Net cash provided by our operating activities for the first six months of 2013 was $101.2 million compared to $108.4 million for the first six months of 2012.  We held cash and cash equivalent balances of $32.5 million at August 3, 2013, $156.1 million at February 2, 2013 and $106.4 million at July 28, 2012.

·During the first six months of 2013, we paid cash dividends of $18.4 million.

·During the first six months of 2013, we repurchased 3,692,214 shares of our common stock for $152.1 million.  These totals do not include additional shares that will be retired upon the completion of our accelerated share repurchase agreement (“ASR Agreement”).

22

Store data

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

	For the Three Months Ended				For the Six Months Ended				For the Year Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012		February 2, 2013
Stores open at beginning of period:	1,141		1,162		1,143		1,166		1,166
Opened	9		4		15		8		37
Closed	(13	)	(13	)	(21	)	(21	)	(60	)
Stores open at end of period	1,137		1,153		1,137		1,153		1,143
Stores open at end of period:
Men’s Wearhouse	652		613		652		613		638
Men’s Wearhouse and Tux	269		325		269		325		288
Moores	120		117		120		117		120
K&G	96		98		96		98		97
	1,137		1,153		1,137		1,153		1,143

During the first six months of 2013, we opened 15 stores (14 Men’s Wearhouse stores and one K&G store) and closed 21 stores (two K&G stores due to substandard performance and 19 Men’s Wearhouse and Tux stores: nine due to lease expiration and 10 due to substandard performance).

Seasonality

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.

23

Results of Operations

For the Three Months Ended August 3, 2013 compared to the Three Months Ended July 28, 2012

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

	For the Three Months  Ended (1)
	August 3,		July 28,
	2013		2012
Net sales:
Retail clothing product	63.1	%	62.4	%
Tuxedo rental services	22.8		23.3
Alteration and other services	5.7		5.7
Total retail sales	91.7		91.3
Corporate apparel clothing product sales	8.3		8.7
Total net sales	100.0	%	100.0	%
Cost of sales (2):
Retail clothing product	43.5		44.6
Tuxedo rental services	15.3		13.8
Alteration and other services	78.1		75.0
Occupancy costs	12.3		11.5
Total retail cost of sales	50.9		50.1
Corporate apparel clothing product cost of sales	68.0		68.1
Total cost of sales	52.3		51.6
Gross margin (2):
Retail clothing product	56.5		55.4
Tuxedo rental services	84.7		86.2
Alteration and other services	21.9		25.0
Occupancy costs	(12.3	)	(11.5	)
Total retail gross margin	49.1		49.9
Corporate apparel clothing product gross margin	32.0		31.9
Total gross margin	47.7		48.4
Goodwill impairment charge	1.5		0.0
Selling, general and administrative expenses	35.9		34.5
Operating income	10.3		13.8
Interest income	0.0		0.0
Interest expense	(0.1	)	(0.1	)
Earnings before income taxes	10.3		13.8
Provision for income taxes	3.6		4.8
Net earnings including non-controlling interest	6.6		9.0
Net earnings attributable to non-controlling interest	0.0		0.0
Net earnings attributable to common shareholders	6.6	%	9.0	%

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

(2)       Calculated as a percentage of related sales.

24

Total net sales decreased $15.0 million or 2.3%, to $647.3 million for the second quarter of 2013 as compared to the second quarter of 2012.

Total retail sales decreased $11.2 million or 1.9%, to $593.4 million for the second quarter of 2013 as compared to the second quarter of 2012 due mainly to a $6.4 million decrease in tuxedo rental services revenues and a $4.3 million decrease in retail clothing product revenues.  These decreases are attributable to the following:

(in millions)			Amount Attributed to
$	2.7		0.7% increase in comparable sales at Men’s Wearhouse/Men’s Wearhouse and Tux.
(3.6		)	4.9% decrease in comparable sales at Moores.
(2.5		)	3.0% decrease in comparable sales at K&G.
(13.1		)	Decrease in net sales not included in comparable sales.
10.5			Increase from net sales of stores opened in 2012, relocated stores and expanded stores not yet included in comparable sales.
3.8			Increase in net sales from 15 new stores opened in 2013.
(7.5		)	Decrease in net sales resulting from closed stores.
(1.5		)	Other.
$	(11.2	)	Decrease in total retail sales.

Comparable sales exclude 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 and include e-commerce net sales, beginning in fiscal 2013.  The increase at Men’s Wearhouse/Men’s Wearhouse and Tux resulted from increased average unit retails (net selling prices) for clothing that more than offset decreased average transactions per store and decreased units sold per transaction.  In addition, tuxedo rental service revenues decreased due to decreased unit rentals and decreased tuxedo fees caused mainly by the Easter holiday shift allowing for an earlier prom season that shifted tuxedo revenue from the second quarter to the first quarter of fiscal 2013 that more than offset an increase in the average per unit rental price.  The decrease at Moores was driven by decreased average transactions per store for clothing product and decreased units sold per transaction that more than offset increased average unit retails.  The decrease at K&G was driven by decreased average transactions per store and decreased average unit retails that more than offset increased units sold per transaction.  Because fiscal 2012 was a 53 week fiscal year, comparable sales for the 52 weeks of fiscal 2013 are calculated using the trailing (or comparable) 52 weeks of fiscal 2012.  This “calendar shift” resulted in $13.1 million of the total retail sales decrease for the second quarter of 2013 being excluded from the comparable sales changes shown in the table above.  If comparable sales for the second quarter of 2013 are calculated by comparison to the 13 weeks included in the second quarter of 2012 (rather than the trailing 13 weeks), comparable sales would have decreased 2.1% at Men’s Wearhouse/Men’s Wearhouse and Tux, 5.5% at Moores and 5.1% at K&G.

Total corporate apparel clothing product sales decreased $3.8 million for the second quarter of 2013 as compared to the second quarter of 2012.  UK corporate apparel sales decreased $7.6 million due mainly to a lower level of customer-directed new uniform rollouts this year compared to last year.  U.S. corporate apparel sales increased $3.8 million, due primarily to increased sales from new customer rollouts.

Our gross margin was as follows:

	For the Three Months Ended
	August 3,			July 28,
	2013			2012
Gross margin (in thousands)	$	308,794		$	320,257
Gross margin as a percentage of related sales:
Retail gross margin:
Clothing product	56.5		%	55.4		%
Tuxedo rental services	84.7		%	86.2		%
Alteration and other services	21.9		%	25.0		%
Occupancy costs .	(12.3		)%	(11.5		)%
Total retail gross margin	49.1		%	49.9		%
Corporate apparel clothing product gross margin	32.0		%	31.9		%
Total gross margin	47.7		%	48.4		%

25

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 SG&A expenses.  Distribution costs are not included in determining our tuxedo rental services gross margin but are included in SG&A expenses.

In the retail segment, total gross margin as a percentage of related sales decreased from 49.9% in the second quarter of 2012 to 49.1% in the second quarter of 2013.  On an absolute dollar basis total retail segment gross margin decreased $10.3 million or 3.4% from the same prior year quarter to $291.6 million in the second quarter of 2013.  Retail clothing product margin increased from 55.4% in the second quarter of 2012 to 56.5% in the second quarter of 2013 due primarily to increased average unit retails.  On an absolute dollar basis retail clothing product margin increased $2.1 million.  Tuxedo rental services margin decreased from 86.2% in the second quarter of 2012 to 84.7% in the second quarter of 2013 due mainly to increased royalty expenses.  On an absolute dollar basis tuxedo rental services margin decreased $7.8 million.  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, increased from 11.5% in the second quarter of 2012 to 12.3% in the second quarter of 2013 primarily due to fixed cost deleveraging due to lower sales.  On an absolute dollar basis occupancy costs increased $3.4 million primarily due to higher rent and depreciation expense.

In the corporate apparel segment, total gross margin as a percentage of related sales increased slightly from 31.9% in the second quarter of 2012 to 32.0% in the second quarter of 2013 mainly as a result of changes in the sales mix.  On an absolute dollar basis, corporate apparel gross margin decreased $1.1 million as the impact of sales mix changes was more than offset by decreased sales.

During the second quarter of fiscal 2013, based on estimates provided to us by market participants during our review of strategic alternatives for the K&G brand, we concluded that the carrying value of the K&G brand exceeded its fair value.  Based on further analysis, it was determined that the entire carrying value of K&G’s goodwill was impaired resulting in a non-cash goodwill impairment charge of $9.5 million.

SG&A expenses increased to $232.5 million in the second quarter of 2013 from $228.7 million in the second quarter of 2012, an increase of $3.8 million or 1.7%.  As a percentage of total net sales, these expenses increased from 34.5% in the second quarter of 2012 to 35.9% in the second quarter of 2013.  The components of this 1.4% net increase in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:

%		Attributed to
(0.1	)	Decrease in advertising expense as a percentage of sales from 3.9% in the second quarter of 2012 to 3.8% in the second quarter of 2013.  On an absolute dollar basis, advertising expense decreased $1.3 million.
0.1		Increase in store salaries as a percentage of sales from 12.1% in the second quarter of 2012 to 12.2% in the second quarter of 2013.  Store salaries on an absolute dollar basis decreased $0.8 million primarily due to decreased commissions associated with decreased retail sales.
1.4		Increase in other SG&A expenses as a percentage of sales from 18.5% in the second quarter of 2012 to 19.9% in the second quarter of 2013. On an absolute dollar basis, other SG&A expenses increased $3.0 million primarily due to increased payroll-related costs and $2.9 million related primarily to the acquisition of JA Holding, Inc. and separation costs related to a former executive.
1.4	%	Total

In the retail segment, SG&A expenses as a percentage of related net sales increased from 35.1% in the second quarter of 2012 to 36.6% in the second quarter of 2013.  On an absolute dollar basis, retail segment SG&A expenses increased $4.4 million primarily due to increased payroll-related costs and $2.9 million related primarily to the acquisition of JA Holding, Inc. and separation costs related to a former executive.  These increases were offset partially by decreased advertising expense.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales increased from 28.1% in the second quarter of 2012 to 28.9% in the second quarter of 2013.  On an absolute dollar basis, corporate apparel segment SG&A expenses decreased $0.6 million primarily due to reduced UK operating expenses.

26

Corporate apparel segment operating income of $1.7 million for the second quarter of 2013 includes $1.1 million of operating income in the UK and $0.6 million of operating income in the U.S.

Our effective income tax rate was 35.3% for the second quarter of fiscal 2013 and 34.7% for the second quarter of fiscal 2012.  The effective tax rate for the second quarter of fiscal 2013 was higher than the statutory U.S. federal rate of 35% due to tax rate effects from state income taxes, offset partially by lower foreign statutory tax rates imposed on our foreign operations.  The effective tax rate for the second 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, lower foreign statutory tax rates imposed on our foreign operations and benefits from the conclusion of various income tax audits, offset partially by the effect of state income taxes.

These factors resulted in net earnings attributable to common shareholders of $42.9 million or 6.6% of net sales for the second quarter of 2013, compared with net earnings of $59.4 million or 9.0% of net sales for the second quarter of 2012.

27

For the Six Months Ended August 3, 2013 compared to the Six Months Ended July 28, 2012

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

	For the Six Months Ended (1)
	August 3,		July 28,
	2013		2012
Net sales:
Retail clothing product	65.9	%	66.7	%
Tuxedo rental services	19.5		18.6
Alteration and other services	5.9		6.0
Total retail sales	91.3		91.4
Corporate apparel clothing product sales	8.7		8.6
Total net sales	100.0	%	100.0	%
Cost of sales (2):
Retail clothing product	43.6		44.7
Tuxedo rental services	15.1		13.9
Alteration and other services	76.4		74.0
Occupancy costs	12.5		12.1
Total retail cost of sales	52.1		52.5
Corporate apparel clothing product cost of sales	68.6		70.6
Total cost of sales	53.6		54.0
Gross margin (2):
Retail clothing product	56.4		55.3
Tuxedo rental services	84.9		86.1
Alteration and other services	23.6		26.0
Occupancy costs	(12.5	)	(12.1	)
Total retail gross margin	47.9		47.5
Corporate apparel clothing product gross margin	31.4		29.4
Total gross margin	46.4		46.0
Goodwill impairment charge	0.8		0.0
Selling, general and administrative expenses	36.2		35.4
Operating income	9.4		10.6
Interest income	0.0		0.0
Interest expense	(0.1	)	(0.1	)
Earnings before income taxes	9.4		10.6
Provision for income taxes	3.4		3.7
Net earnings including non-controlling interest	6.0		6.9
Net loss attributable to non-controlling interest	0.0		0.0
Net earnings attributable to common shareholders	6.0	%	6.9	%

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

(2)       Calculated as a percentage of related sales.

28

Total net sales increased $14.9 million or 1.2%, to $1,263.8 million for the first six months of 2013 as compared to the first six months of 2012.

Total retail sales increased $12.2 million or 1.1%, to $1,153.6 million due mainly to a $13.6 million increase in tuxedo rental services revenues slightly offset by a $1.1 million decrease in retail clothing product revenues.  The net increase is attributable to the following:

(in millions)			Amount Attributed to
$	8.5		1.2% increase in comparable sales at Men’s Wearhouse/Men’s Wearhouse and Tux.
(7.3		)	5.8% decrease in comparable sales at Moores.
(9.1		)	5.0% decrease in comparable sales at K&G.
5.8			Increase in net sales not included in comparable sales.
24.7			Increase from net sales of stores opened in 2012, relocated stores and expanded stores not yet included in comparable sales.
4.8			Increase in net sales from 15 new stores opened in 2013.
(12.8		)	Decrease in net sales resulting from closed stores.
(2.4		)	Other.
$	12.2		Increase in total retail sales.

Comparable sales increased at Men’s Wearhouse/Men’s Wearhouse and Tux resulting from increased average unit retails for clothing that more than offset decreased average transactions per store and decreased units sold per transaction.  In addition, tuxedo rental service revenues increased due to an increase in average per unit rental price that more than offset decreased unit rentals.  The decrease at Moores was driven by decreased units sold per transaction and decreased average transactions per store for clothing product that more than offset increased average unit retails.  The decrease at K&G was driven by decreased average transactions per store and decreased units sold per transaction that more than offset increased average unit retails.  Because fiscal 2012 was a 53 week fiscal year, comparable sales for the 52 weeks of fiscal 2013 are calculated using the trailing (or comparable) 52 weeks of fiscal 2012.  This “calendar shift” resulted in $5.8 million of the total retail sales increase for the first six months of 2013 being excluded from the comparable sales changes shown in the table above.  If comparable sales for the first six months of 2013 are calculated by comparison to the 26 weeks included in the first six months of 2012 (rather than the trailing 26 weeks), comparable sales would have increased 2.1% at Men’s Wearhouse/Men’s Wearhouse and Tux and decreased 4.4% at Moores and 5.2% at K&G.

Total corporate apparel clothing product sales increased $2.7 million, to $110.2 million.  UK corporate apparel sales decreased $2.0 million due to a weaker British pound this year compared to last year.  U.S. corporate apparel sales increased $4.7 million due primarily to increased sales from customer programs and new customer rollouts.

Our gross margin was as follows:

	For the Six Months Ended
	August 3,			July 28,
	2013			2012
Gross margin (in thousands)	$	586,714		$	574,306
Gross margin as a percentage of related sales:
Retail gross margin:
Clothing product	56.4		%	55.3		%
Tuxedo rental services	84.9		%	86.1		%
Alteration and other services	23.6		%	26.0		%
Occupancy costs .	(12.5		)%	(12.1		)%
Total retail gross margin	47.9		%	47.5		%
Corporate apparel clothing product gross margin	31.4		%	29.4		%
Total gross margin	46.4		%	46.0		%

29

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 SG&A expenses.  Distribution costs are not included in determining our tuxedo rental services gross margin but are included in SG&A expenses.

In the retail segment, total gross margin as a percentage of related sales increased from 47.5% in the first six months of 2012 to 47.9% in the first six months of 2013.  On an absolute dollar basis total retail segment gross margin increased $9.4 million or 1.7% from the same prior year period to $552.1 million in the first six months of 2013.  Retail clothing product margin increased from 55.3% in the first six months of 2012 to 56.4% in the first six months of 2013 due primarily to increased average unit retails.  On an absolute dollar basis retail clothing product margin increased $8.5 million.  Tuxedo rental services margin decreased from 86.1% in the first six months of 2012 to 84.9% in the first six months of 2013 due mainly to increased royalty expenses.  On an absolute dollar basis tuxedo rental services margin increased $8.7 million.  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, increased from 12.1% in the first six months of 2012 to 12.5% in the first six months of 2013.  On an absolute dollar basis, occupancy costs increased $6.0 million primarily due to higher rent and depreciation expense.

In the corporate apparel segment, total gross margin as a percentage of related sales increased from 29.4% in the first six months of 2012 to 31.4% in the first six months of 2013 mainly due to foreign currency gains recognized on our derivative financial instruments not designated as cash flow hedges associated with our UK-based operations and changes in the sales mix.  On an absolute dollar basis, corporate apparel gross margin increased $3.1 million.

During the first six months of fiscal 2013, based on estimates provided to us by market participants during our review of strategic alternatives for the K&G brand, we concluded that the carrying value of the K&G brand exceeded its fair value.  Based on further analysis, it was determined that the entire carrying value of K&G’s goodwill was impaired resulting in a non-cash goodwill impairment charge of $9.5 million.

SG&A expenses increased to $457.9 million in the first six months of 2013 from $441.8 million in the first six months of 2012, an increase of $16.1 million or 3.7%.  As a percentage of total net sales, these expenses increased from 35.4% in the first six months of 2012 to 36.2% in the first six months of 2013.  The components of this 0.8% net increase in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:

%		Attributed to
0.0		Advertising expense as a percentage of sales remained flat at 3.6% in the first six months of 2012 and the first six months of 2013. On an absolute dollar basis, advertising expense increased $0.9 million.
(0.1	)	Decrease in store salaries as a percentage of sales from 12.6% in the first six months of 2012 to 12.5% in the first six months of 2013. Store salaries on an absolute dollar basis increased $0.4 million primarily due to increased store sales support salaries partially offset by decreased commissions.
0.9		Increase in other SG&A expenses as a percentage of sales from 19.2% in the first six months of 2012 to 20.1% in the first six months of 2013. On an absolute dollar basis, other SG&A expenses increased $11.9 million primarily due to increased non-store payroll and payroll-related costs and $2.9 million related primarily to the acquisition of JA Holding, Inc. and separation costs related to a former executive.
0.8	%	Total

In the retail segment, SG&A expenses as a percentage of related net sales increased from 35.9% in the first six months of 2012 to 36.9% in the first six months of 2013.  On an absolute dollar basis, retail segment SG&A expenses increased $16.1 million primarily due to increased non-store payroll, payroll-related costs and advertising expense, as well as, $2.9 million related primarily to the acquisition of JA Holding, Inc. and separation costs related to a former executive.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales decreased from 29.6% in the first six months of 2012 to 28.9% in the first six months of 2013.  On an absolute dollar basis, corporate apparel segment SG&A expenses remained unchanged.

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Corporate apparel segment operating income of $2.8 million for the first six months of 2013 includes $2.0 million of operating income in the UK and $0.8 million of operating income in the U.S.

Our effective income tax rate was 36.1% for the first six months of fiscal 2013 and 34.7% for the first six months of fiscal 2012.  The effective tax rate for the first six months of 2013 was higher than the statutory U.S. federal rate of 35% due to tax rate effects from state income taxes, offset partially by lower foreign statutory tax rates imposed on our foreign operations.  The effective tax rate for the first six months of 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, lower foreign statutory tax rates imposed on our foreign operations and benefits from the conclusion of various income tax audits, offset partially by the effect of state income taxes.

These factors resulted in net earnings attributable to common shareholders of $76.0 million or 6.0% of net sales for the first six months of 2013, compared with net earnings of $86.3 million or 6.9% of net sales for the first six months of 2012.

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Liquidity and Capital Resources

At August 3, 2013, February 2, 2013 and July 28, 2012, cash and cash equivalents totaled $32.5 million, $156.1 million and $106.4 million, respectively.  We had working capital of $447.6 million, $561.0 million and $541.9 million at August 3, 2013, February 2, 2013 and July 28, 2012, respectively.  Our primary sources of working capital are cash flows from operations and available borrowings under our Credit Agreement (as defined below).  The $113.4 million decrease in working capital at August 3, 2013 compared to February 2, 2013 was due mainly to purchases of common stock made during the first six months of 2013.

Credit Facilities

On April 12, 2013, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), with a group of banks to amend and restate our existing credit facility, which provided us with a revolving credit facility that was scheduled to mature on January 26, 2016.

The Credit Agreement provides for a total senior revolving credit facility of $300.0 million, with possible future increases to $450.0 million under an expansion feature, which matures on April 12, 2018.  In addition, the Credit Agreement provides for a $100.0 million term loan, available in a single advance during the 120 day period after the closing date.   On August 6, 2013, we borrowed $100.0 million under the term loan provision of our Credit Agreement which will be repaid over five years, with 10% payable annually in quarterly installments and the remainder due at maturity.  The rate on the term loan is based on the monthly LIBOR rate plus 1.75%.  In conjunction with the loan, we also entered into an interest rate swap for $100.0 million, in which the variable rate payments due under the term loan will be exchanged for a fixed rate of 1.27%, resulting in a combined interest rate of 3.02%.  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) CDOR 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 of up to 2.50%.  The Credit Agreement also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.75% to 2.50%, and a fee on unused commitments which ranges from 0.35% to 0.50%.  As of August 3, 2013, 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 August 3, 2013.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  At August 3, 2013, letters of credit totaling approximately $21.5 million were issued and outstanding.   Borrowings available under our Credit Agreement at August 3, 2013 were $278.5 million.

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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 $101.2 million in the first six months of 2013, due mainly to net earnings, adjusted for non-cash charges, an increase in accounts payable, accrued expenses and other current liabilities and decreases in accounts receivable and other assets, offset by increases in inventories and tuxedo rental product.

·The increase in accounts payable, accrued expenses and other current liabilities 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 was primarily due to the timing and amounts of required tax payments.

·The decrease in accounts receivable was primarily due to the collection of receivables at our UK corporate apparel operations.

·Inventories increased primarily due to our usual inventory replenishment following the holiday shopping season and customer rollouts of corporate apparel uniform programs scheduled for the second half of 2013.

·Tuxedo rental product increased from purchases of new Vera Wang product offerings and replenishment product to support the continued growth of our tuxedo rental business.

During the first six months of 2012, our operating activities provided net cash of $108.4 million, 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, tuxedo rental product and other assets.

·The increase in accounts payable, accrued expenses and other current liabilities was primarily due to the timing of vendor payments for inventory and tuxedo product purchases and the seasonal increase in tuxedo rental deposits.

·The increase in accounts receivable was primarily due to an increase in UK sales during the June/July 2012 period as compared to the December 2011/January 2012 period when sales were lower than usual due to Dimensions and Alexandra consolidation activities during those months.

·Inventories increased mainly because of customer rollouts of corporate apparel uniform programs scheduled for the second half of 2012.

·Tuxedo rental product increased to support the continued growth of our tuxedo rental business and to replenish product offerings.

·The increase in other assets related primarily to the timing and amounts of required tax payments and an increase in prepaid expenses.

Investing activities — Our cash outflows from investing activities are primarily for capital expenditures.  During the first six months of 2013 and 2012, our investing activities used net cash of $52.1 million and $68.8 million, respectively, primarily 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 and infrastructure technology investments.

Financing activities — Our cash outflows from financing activities consist primarily of repurchases of common stock and cash dividend payments, while cash inflows from financing activities consist primarily of proceeds from the issuance of common stock.  During the first six months of 2013, our financing activities used net cash of $169.6 million due mainly to the repurchase of common stock of $152.1 million and cash dividends paid of $18.4 million, offset by $5.4 million proceeds from the issuance of common stock.  Our financing activities used net cash of $58.4 million for the first six months of 2012, due mainly to the repurchase of common stock of $41.3 million and cash dividends paid of $18.6 million, offset by $3.9 million proceeds from the issuance of common stock.

Share repurchase program — In March 2013, the Board of Directors (the “Board”) approved a $200.0 million share repurchase program for our common stock.  This approval amended and replaced our existing $150.0 million share repurchase program authorized by the Board in January 2011, which had a remaining authorization of $45.2 million at the time of amendment.

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In July 2013, we entered into an accelerated share repurchase agreement (“ASR Agreement”) with J.P. Morgan Securities LLC (“JPMorgan”), as agent for JPMorgan Chase Bank, National Association, London Branch, to purchase $100.0 million of our common stock.  We paid $100.0 million to JPMorgan and received an initial delivery of 2,197,518 shares (which is approximately 85% of the number of shares expected to be repurchased in connection with this transaction), and reduced our shares outstanding as of August 3, 2013.  The value of the initial shares received on the date of purchase was approximately $85.0 million, reflecting a $38.68 price per share which was recorded as a retirement of the shares for purposes of calculating earnings per share.  In accordance with authoritative guidance, we recorded the remaining $15.0 million as a forward contract indexed to our common stock within capital in excess of par.  The specific final number of shares to be repurchased by JPMorgan will generally be based on the volume-weighted average share price of our common stock during the calculation period of the ASR Agreement which is expected to be completed no later than the fourth quarter of 2013.  In the unlikely event we are required to deliver value to JPMorgan at the end of the purchase period, we, at our option, may elect to settle in shares or cash.

In addition to the ASR Agreement, during the first six months of fiscal 2013, 1,489,318 shares at a cost of $52.0 million were repurchased in open market transactions at an average price per share of $34.89 under the Board’s March 2013 authorization.  At August 3, 2013, the remaining balance available under the Board’s March 2013 authorization was $48.0 million, which has been reduced by the entire $100.0 million payment under the ASR Agreement.

During the first six months of fiscal 2012, 1,121,484 shares at a cost of $41.0 million were repurchased at an average price per share of $36.59 under the January 2011 authorization.

During the six months ended August 3, 2013 and July 28, 2012, 5,378 shares and 7,041 shares, respectively, at a cost of $0.2 million and $0.3 million, respectively, were repurchased at an average price per share of $30.03 and $37.28, respectively, in private transactions to satisfy tax withholding obligations arising upon the vesting of certain restricted stock.

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

	For the Six Months Ended
	August 3, 2013		July 28, 2012
Shares repurchased	3,692,214		1,128,525
Total costs	$	152,129	$	41,296
Average price per share	$	37.14	$	36.59

Shares purchased pursuant to the ASR Agreement are presented in the above table in the periods in which they are received.  The total costs includes the entire $100.0 million payment, however, the average price per share calculation excludes the $15.0 million recorded as a forward contract.

As of August 3, 2013 and July 28, 2012, 6,735 treasury shares and 6,295 treasury shares, respectively, of our common stock were reissued pursuant to a two-year services agreement with an unrelated third party.  The fair value of the common stock issued during the six months ended August 3, 2013 and July 28, 2012 was approximately $0.2 million, respectively.

Dividends — Cash dividends paid were approximately $18.4 million and $18.6 million for the six months ended August 3, 2013 and July 28, 2012, respectively.

In June 2013, our Board of Directors declared a quarterly cash dividend of $0.18 per share payable on September 27, 2013 to shareholders of record at close of business on September 17, 2013.

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 taxes, dividend payments and repurchases of common stock, operating leases and various other commitments and obligations, as they arise.  In July 2013, we signed a definitive agreement to acquire JA Holding, Inc. (“JA Holding”), the parent company of the American clothing brand, Joseph Abboud®, for approximately $97.5 million in cash consideration, subject to certain adjustments.  The transaction closed on August 6, 2013.

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Capital expenditures are anticipated to be in the range of $100.0 to $108.0 million for 2013.  This amount includes the anticipated costs of opening approximately 29 to 33 new Men’s Wearhouse stores, one new Moores store and one new K&G store in 2013.  The balance of the capital expenditures for 2013 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.

Additionally, market conditions may produce attractive opportunities for us to make acquisitions larger than our past acquisitions.  Any such acquisitions may be undertaken as an alternative to opening new stores.  We may use cash on hand, together with cash flow from operations, borrowings under our Credit Agreement and issuances of debt or equity securities, to take advantage of any significant acquisition opportunities.

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 remodels, 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 $278.5 million as of August 3, 2013.

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.

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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 February 2, 2013.

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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 February 2, 2013.  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 and Note 14 of Notes to Condensed Consolidated Financial Statements contained herein for disclosures regarding our Credit Agreement and our recent borrowing under such Credit Agreement.

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), evaluated the effectiveness of our 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, our disclosure controls and procedures were effective to ensure that information that is required to be disclosed by us 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 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 our internal control over financial reporting that occurred during the fiscal quarter ended August 3, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 February 2, 2013 except for as follows:

Our success significantly depends on our key personnel and our ability to attract and retain key personnel.

Our success depends upon the personal efforts and abilities of our senior management team and other key personnel. Although we believe we have a strong management team with relevant industry expertise, the extended loss of the services of key personnel could have a material adverse effect on the securities markets’ view of our prospects and materially harm our business.

Also, our continued success and the achievement of our expansion goals are dependent upon our ability to attract and retain additional qualified employees as we expand.

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

(c)   The following table presents information with respect to our purchases of common stock made during the quarter ended August 3, 2013 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)
					(1)(2)
May 5, 2013 through June 1, 2013	—	$	—	—	$	167,152
June 2, 2013 through July 6, 2013	359,948	$	37.80	359,948	$	153,547
July 7, 2013 through August 3, 2013 (2)	2,337,706	$	38.72	2,337,706	$	48,032
Total	2,697,654	$	38.60	2,697,654	$	48,032

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

(2)  In July 2013, we paid $100.0 million under the ASR Agreement and received an initial delivery of 2,197,518 shares of our common stock, representing approximately 85% of the shares expected to be repurchased in connection with the transaction.  The ASR Agreement is expected to be completed no later than the fourth quarter of 2013.  Shares purchased pursuant to the ASR Agreement are presented in the above table in the periods in which they are received.  The amount that may yet be purchased under our share repurchase program, as presented in the above table, was reduced by the entire $100.0 million payment.

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ITEM 6 — EXHIBITS

(a)   Exhibits.

Exhibit Number		Exhibit Index
2.1	—	Agreement and Plan of Merger, dated July 17, 2013, by and among The Men’s Wearhouse, Inc., Blazer Merger Sub Inc., JA Holding, Inc. and JA Holding, LLC. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2013).
10.1	—	Master Confirmation — Uncollared Accelerated Share Repurchase Agreement dated July 22, 2013 by and between The Men’s Wearhouse, Inc. and J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank (filed herewith).
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 (furnished herewith). †
32.2	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (furnished herewith). †
101.1	—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended August 3, 2013, 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.

† This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

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: September 12, 2013		THE MEN’S WEARHOUSE, INC.
	By	/s/ JON W. KIMMINS
		Jon W. Kimmins
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

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EXHIBIT INDEX

Exhibit Number		Exhibit Index
2.1	—	Agreement and Plan of Merger, dated July 17, 2013, by and among The Men’s Wearhouse, Inc., Blazer Merger Sub Inc., JA Holding, Inc. and JA Holding, LLC. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2013).
10.1	—	Master Confirmation — Uncollared Accelerated Share Repurchase Agreement dated July 22, 2013 by and between The Men’s Wearhouse, Inc. and J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank (filed herewith).
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 (furnished herewith). †
32.2	—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (furnished herewith). †
101.1	—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended August 3, 2013, 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.

† This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

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