10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2015 or

o TRANSITION 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 Road
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 November 27, 2015 was 48,380,202 excluding 124,693 shares classified as Treasury Stock.

REPORT INDEX

Part and Item No.	Page No.
PART I — Financial Information
Item 1 — Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of October 31, 2015, November 1, 2014 and January 31, 2015	2
Condensed Consolidated Statements of (Loss) Earnings for the Three and Nine Months Ended October 31, 2015 and November 1, 2014	3
Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended October 31, 2015 and November 1, 2014	4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2015 and November 1, 2014	5
Notes to Condensed Consolidated Financial Statements	6
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3 — Quantitative and Qualitative Disclosures about Market Risk	41
Item 4 — Controls and Procedures	42
PART II — Other Information
Item 1 — Legal Proceedings	42
Item 1A — Risk Factors	42
Item 6 — Exhibits	42
SIGNATURES	43

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 reflect our current views regarding certain events that could affect our financial condition or results of operations and may include, but are not limited to, references to future sales, comparable sales, earnings, margins, costs, number and costs of store openings, closings, and expansions, capital expenditures, acquisitions, synergies, 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, as well as integration of acquisitions, including Jos. A. Bank Clothiers, Inc.; cost reduction initiatives; store rationalization plans; revenue enhancement strategies; the impact of opening tuxedo shops within Macy’s stores; changes in demand for clothing; market trends in the retail business; customer confidence and spending patterns; changes in traffic trends in our stores; customer acceptance of our strategies; performance issues with key suppliers; disruptions in our supply chain; severe weather; foreign currency fluctuations; government export and import policies; advertising or marketing activities of competitors; and legal proceedings.  Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.

These forward-looking statements are based upon management’s current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third party approvals, many of which are beyond our control.  Refer to “Risk Factors” contained in Part I of our Annual Report on Form 10-K for the year ended January 31, 2015, Part 1A of our Quarterly Report on Form 10-Q for the quarter ended May 2, 2015 and Part 1A of our Quarterly Report on Form 10-Q for the quarter ended August 1, 2015 and elsewhere herein 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 that may be made from time to time, whether as a result of new information, future developments or otherwise.

All written or oral forward-looking statements that are made by or attributable to us are expressly qualified in their entirety by this cautionary notice.

1

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	October 31, 2015			November 1, 2014			January 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	53,654		$	64,716		$	62,261
Accounts receivable, net	66,902			84,054			73,266
Inventories	1,060,247			1,082,354			938,336
Other current assets	168,071			107,107			169,809
Total current assets	1,348,874			1,338,231			1,243,672
PROPERTY AND EQUIPMENT, net	548,481			569,779			566,074
RENTAL PRODUCT, net	147,344			129,579			132,672
GOODWILL	890,991			892,766			887,936
INTANGIBLE ASSETS, net	568,171			673,057			668,259
OTHER ASSETS	8,518			10,032			9,599
TOTAL ASSETS	$	3,512,379		$	3,613,444		$	3,508,212
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	233,520		$	263,645		$	209,867
Accrued expenses and other current liabilities	264,978			283,271			268,935
Income taxes payable	14,233			13,590			1,609
Current maturities of long-term debt	7,000			11,000			11,000
Total current liabilities	519,731			571,506			491,411
LONG-TERM DEBT, net	1,649,206			1,638,606			1,637,686
DEFERRED TAXES AND OTHER LIABILITIES	358,059			367,612			409,326
Total liabilities	2,526,996			2,577,724			2,538,423
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock	—			—			—
Common stock	485			481			482
Capital in excess of par	452,666			435,755			440,907
Retained earnings	541,672			581,956			537,263
Accumulated other comprehensive (loss) income	(6,356		)	20,829			(5,671		)
Treasury stock, at cost	(3,084		)	(3,301		)	(3,192		)
Total shareholders’ equity	985,383			1,035,720			969,789
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,512,379		$	3,613,444		$	3,508,212

See Notes to Condensed Consolidated Financial Statements.

2

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS

(In thousands, except per share data)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Net sales:
Retail clothing product	$	615,874		$	634,447		$	1,931,926		$	1,598,199
Rental services	132,443			132,690			392,621			395,449
Alteration and other services	53,070			52,025			160,024			135,585
Total retail sales	801,387			819,162			2,484,571			2,129,233
Corporate apparel clothing product	64,059			71,475			186,038			194,956
Total net sales	865,446			890,637			2,670,609			2,324,189
Cost of sales:
Retail clothing product	274,348			287,309			850,782			722,140
Rental services	21,431			33,538			62,866			75,083
Alteration and other services	36,260			37,173			109,528			97,794
Occupancy costs	114,629			114,325			341,980			282,595
Total retail cost of sales	446,668			472,345			1,365,156			1,177,612
Corporate apparel clothing product	45,787			49,087			132,229			135,466
Total cost of sales	492,455			521,432			1,497,385			1,313,078
Gross margin:
Retail clothing product	341,526			347,138			1,081,144			876,059
Rental services	111,012			99,152			329,755			320,366
Alteration and other services	16,810			14,852			50,496			37,791
Occupancy costs	(114,629		)	(114,325		)	(341,980		)	(282,595		)
Total retail gross margin	354,719			346,817			1,119,415			951,621
Corporate apparel clothing product	18,272			22,388			53,809			59,490
Total gross margin	372,991			369,205			1,173,224			1,011,111
Advertising expense	47,991			42,075			143,628			109,072
Selling, general and administrative expenses	271,301			281,955			822,485			786,879
Tradename impairment charge	90,100			—			90,100			—
Operating (loss) income	(36,401		)	45,175			117,011			115,160
Interest income	50			125			140			305
Interest expense	(26,457		)	(25,131		)	(79,475		)	(39,459		)
Loss on extinguishment of debt	—			—			(12,675		)	(2,158		)
(Loss) earnings before income taxes	(62,808		)	20,169			25,001			73,848
(Benefit) provision for income taxes	(35,654		)	13,168			(5,993		)	38,021
Net (loss) earnings including non-controlling interest	(27,154		)	7,001			30,994			35,827
Net earnings attributable to non-controlling interest	—			(208		)	—			(292		)
Net (loss) earnings attributable to common shareholders	$	(27,154	)	$	6,793		$	30,994		$	35,535
Net (loss) earnings per common share allocated to common shareholders:
Basic	$	(0.56	)	$	0.14		$	0.64		$	0.74
Diluted	$	(0.56	)	$	0.14		$	0.64		$	0.74
Weighted-average common shares outstanding:
Basic	48,339			48,009			48,258			47,852
Diluted	48,339			48,254			48,513			48,124
Cash dividends declared per common share	$	0.18		$	0.18		$	0.54		$	0.54

See Notes to Condensed Consolidated Financial Statements.

3

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Net (loss) earnings including non-controlling interest	$	(27,154	)	$	7,001		$	30,994		$	35,827
Currency translation adjustments	(2,024		)	(12,872		)	(378		)	(6,881		)
Unrealized loss on cash flow hedge, net of tax	(222		)	—			(307		)	—
Settlement of cash flow hedge, net of tax	—			—			—			399
Comprehensive (loss) income including non-controlling interest	(29,400		)	(5,871		)	30,309			29,345
Comprehensive income attributable to non-controlling interest:
Net earnings	—			(208		)	—			(292		)
Currency translation adjustments	—			321			—			—
Amounts attributable to non-controlling interest	—			113			—			(292		)
Comprehensive (loss) income attributable to common shareholders	$	(29,400	)	$	(5,758	)	$	30,309		$	29,053

See Notes to Condensed Consolidated Financial Statements.

4

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Nine Months Ended
	October 31, 2015			November 1, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including non-controlling interest	$	30,994		$	35,827
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	98,162			80,622
Rental product amortization	30,496			30,038
Tradename impairment charge	90,100			—
Loss on extinguishment of debt	12,675			2,158
Amortization of deferred financing costs	5,151			3,014
Amortization of discount on long-term debt	848			589
Share-based compensation	12,614			12,254
Excess tax benefits from share-based plans	(1,104		)	(3,736		)
(Gain) loss on disposition of assets	(833		)	12,247
Asset impairment charges	1,695			302
Deferred tax benefit	(61,108		)	(25,763		)
Deferred rent expense and other	3,141			2,914
Changes in operating assets and liabilities:
Accounts receivable	7,116			(14,430		)
Inventories	(122,294		)	(158,449		)
Rental product	(45,704		)	(27,587		)
Other assets	6,210			14,133
Accounts payable, accrued expenses and other current liabilities	28,763			76,565
Income taxes payable	14,372			16,725
Other liabilities	942			1,594
Net cash provided by operating activities	112,236			59,017
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(86,406		)	(72,397		)
Acquisition of business, net of cash	—			(1,491,393		)
Proceeds from sales of property and equipment	2,613			160
Net cash used in investing activities	(83,793		)	(1,563,630		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan	—			1,089,000
Payments on new term loan	(6,250		)	—
Payments on previous term loan	—			(97,500		)
Proceeds from asset-based revolving credit facility	5,500			340,000
Payments on asset-based revolving credit facility	(5,500		)	(340,000		)
Proceeds from issuance of senior notes	—			600,000
Deferred financing costs	(3,566		)	(51,072		)
Cash dividends paid	(26,269		)	(26,119		)
Purchase of non-controlling interest	—			(6,651		)
Proceeds from issuance of common stock	2,454			7,115
Tax payments related to vested deferred stock units	(4,538		)	(6,907		)
Excess tax benefits from share-based plans	1,104			3,736
Repurchases of common stock	(277		)	(251		)
Net cash (used in) provided by financing activities	(37,342		)	1,511,351
Effect of exchange rate changes	292			(1,274		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(8,607		)	5,464
Balance at beginning of period	62,261			59,252
Balance at end of period	$	53,654		$	64,716

See Notes to Condensed Consolidated Financial Statements.

5

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Significant Accounting Policies

Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted.  We believe 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.  Certain prior period amounts have been reclassified to conform to the current period presentation, as further described below in Recent Accounting Pronouncements.

Our business historically has been seasonal in nature and, as a result, 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 and accompanying notes included in our Annual Report on Form 10-K for the year ended January 31, 2015.

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

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) 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 — We have considered all new accounting pronouncements and have concluded there are no new pronouncements that may have a material impact on our results of operations, financial condition, or cash flows, based on current information, except for those listed below.

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet.  ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years.  The guidance may be adopted prospectively or retrospectively and early adoption is permitted.  We are currently evaluating ASU 2015-17 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value.  ASU 2015-11 applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method.  ASU 2015-11 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years.  Early adoption of ASU 2015-11 is permitted.  We are currently evaluating ASU 2015-11 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and is required to be applied retrospectively.  Early adoption is permitted and we adopted ASU 2015-03 in the second quarter of 2015.  Subsequently, in August 2015, the FASB issued No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.  ASU 2015-15 codifies the SEC’s position that it would be allowable for an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.

6

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the current quarter, we retrospectively adjusted our November 1, 2014 balance sheet by decreasing current assets by $5.8 million, other assets by $34.2 million and long-term debt by $40.0 million, and upon adoption, adjusted our January 31, 2015 balance sheet by decreasing current assets by $5.7 million, other assets by $32.8 million and long-term debt by $38.5 million.  In accordance with ASU 2015-15, we will continue presenting debt issuance costs for our asset-based revolving credit facility as an asset because of the potential volatility of borrowings and repayments under the facility.  The adoption of this guidance had no impact on our results of operations or cash flows.  See Note 4 for a summary of the reclassifications for all periods presented.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities.  In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09 by one year.  As a result of this deferral, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual reporting periods beginning after December 15, 2016.  The guidance allows for either a full retrospective or a modified retrospective transition method.  We are currently evaluating the impact of this guidance, including the transition method, on our financial position, results of operations and cash flows.

2.  Acquisition

Jos. A. Bank

On June 18, 2014, we acquired 100% of the outstanding common stock of Jos. A. Bank, a men’s specialty apparel retailer, for $65.00 net per share in cash, or total consideration of approximately $1.8 billion. The acquisition was funded primarily by a $1.1 billion term loan facility, the issuance of $600.0 million in senior unsecured notes and borrowings under an asset-based credit facility (see Note 4).

We incurred integration and other costs related to Jos. A. Bank totaling $4.7 million and $15.5 million for the three and nine months ended October 31, 2015, respectively, which is included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of (loss) earnings.  For the three and nine months ended November 1, 2014, we incurred $27.3 million and $44.7 million, respectively, of integration and other costs related to Jos. A. Bank of which $10.6 million is included in cost of sales for the three and nine months ended November 1, 2014, respectively, and the remainder is included in SG&A in the condensed consolidated statement of (loss) earnings.  For the nine months ended November 1, 2014, we incurred acquisition-related costs for Jos. A. Bank totaling $43.5 million.    For the three and nine months ended October 31, 2015 and the three months ended November 1, 2014, we did not incur any acquisition-related costs.

The following table summarizes the final allocation of fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition (amounts in millions):

Cash	$	328.9
Accounts receivable (mainly credit card receivables)	8.3
Inventories	328.0
Other current assets	56.4
Property and equipment	165.3
Goodwill	769.0
Intangible assets	622.2
Accounts payable, accrued expenses and other current liabilities	(155.0		)
Other liabilities (mainly deferred income taxes)	(302.8		)
Total purchase price	1,820.3
Less: Cash acquired	(328.9		)
Total purchase price, net of cash acquired	$	1,491.4

Within the measurement period which closed during the second quarter of 2015, we made purchase accounting adjustments primarily related to deferred income taxes.  None of these measurement period adjustments had a material impact on the purchase price allocation. Goodwill is calculated as the excess of the purchase price over the net assets acquired.  The goodwill recognized is attributable to growth opportunities and expected synergies.  All of the goodwill has been assigned to our retail reporting segment and is non-deductible for tax purposes.

7

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data):

	For the Nine Months Ended November 1, 2014
Total net sales	$	2,668,460
Net earnings attributable to common shareholders	$	76,349
Net earnings per common share allocated to common shareholders:
Basic	$	1.59
Diluted	$	1.58

The pro forma financial information presented above has been prepared by combining our historical results and the historical results of Jos. A. Bank and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items.  This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Jos. A. Bank acquisition occurred on the date indicated above or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings.

3.  (Loss) Earnings per Share

Basic (loss) earnings per common share allocated to common shareholders is determined using the two-class method and is computed by dividing net (loss) earnings allocated to common shareholders by the weighted-average common shares outstanding during the period.  Diluted (loss) earnings per common share reflect the more dilutive (loss) 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 (loss) earnings per common share allocated to common shareholders (in thousands, except per share amounts). Basic and diluted (loss) earnings per common share allocated to common shareholders are computed using the actual net (loss) earnings allocated to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our condensed consolidated statement of (loss) earnings and the accompanying notes.  As a result, it may not be possible to recalculate (loss) earnings per common share allocated to common shareholders in our condensed consolidated statement of (loss) earnings and the accompanying notes.

	For the Three Months Ended						For the Nine Months Ended
	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Numerator
Total net (loss) earnings attributable to common shareholders	$	(27,154	)	$	6,793		$	30,994		$	35,535
Net earnings allocated to participating securities (restricted stock and deferred stock units)	—			(14		)	(31		)	(100		)
Net (loss) earnings allocated to common shareholders	$	(27,154	)	$	6,779		$	30,963		$	35,435
Denominator
Basic weighted-average common shares outstanding	48,339			48,009			48,258			47,852
Dilutive effect of share-based awards	—			245			255			272
Diluted weighted-average common shares outstanding	48,339			48,254			48,513			48,124
Net (loss) earnings per common share allocated to common shareholders:
Basic	$	(0.56	)	$	0.14		$	0.64		$	0.74
Diluted	$	(0.56	)	$	0.14		$	0.64		$	0.74

For the three and nine months ended October 31, 2015, 0.4 million and 0.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted (loss) earnings per common share, respectively.  For each of the three and nine months ended November 1, 2014, 0.2 million anti-dilutive shares of common stock were excluded from the calculation of diluted (loss) earnings per common share.

8

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4.  Debt

On June 18, 2014, we entered into a term loan credit agreement that provides for a senior secured term loan in the aggregate principal amount of $1.1 billion (the “Term Loan”) and a $500.0 million asset-based revolving credit agreement (the “ABL Facility”, and together with the Term Loan, the “Credit Facilities”) with certain of our U.S. subsidiaries and Moores the Suit People Inc., one of our Canadian subsidiaries, as co-borrowers.  Proceeds from the Term Loan were reduced by an $11.0 million original issue discount (“OID”), which is presented as a reduction of the outstanding balance on the Term Loan on the balance sheet and will be amortized to interest expense over the contractual life of the Term Loan.  In addition, on June 18, 2014, we issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the “Senior Notes”).

The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios, as well as a restriction on our ability to pay dividends on our common stock in excess of $10.0 million per quarter.  Since entering into these financing arrangements and as of October 31, 2015, our total leverage ratio and secured leverage ratio were above the maximums specified in the agreements, which was anticipated when we entered into these arrangements.  As a result, we are currently subject to certain additional restrictions, including limitations on our ability to make acquisitions and incur additional indebtedness.

We used the net proceeds from the Term Loan, the offering of the Senior Notes and the net proceeds from $340.0 million drawn on the ABL Facility to pay the approximately $1.8 billion purchase price for the acquisition of Jos. A. Bank and to repay all of our obligations under our Third Amended and Restated Credit Agreement, dated as of April 12, 2013 (as amended, the “Previous Credit Agreement”), including $95.0 million outstanding under the Previous Credit Agreement as well as settlement of the then existing interest rate swap.

Credit Facilities

The Term Loan is guaranteed, jointly and severally, by certain of our U.S. subsidiaries and will mature on June 18, 2021.  The interest rate on the Term Loan is based on 3-month LIBOR, which was approximately 0.33% at October 31, 2015.    However, the Term Loan interest rate is subject to a LIBOR floor of 1% per annum, plus the applicable margin which is currently 3.50%, resulting in a total interest rate of 4.50%.  In January 2015, we entered into an interest rate swap agreement to swap variable-rate interest payments for fixed-rate interest payments on a notional amount of $520.0 million, effective in February 2015.  The interest rate swap agreement matures in August 2018 and has periodic interest settlements.  Under this interest rate swap agreement, we receive a floating rate based on 3-month LIBOR and pay a fixed rate of 5.03% (including the applicable margin of 3.50%) on the outstanding notional amount.

On April 7, 2015, we entered into Incremental Facility Agreement No. 1 (the “Incremental Agreement”) resulting in a refinancing of $400.0 million aggregate principal amount of the Term Loan from a variable rate to a fixed rate of 5.0% per annum.  The Incremental Agreement did not impact the total amount borrowed under the Term Loan, the maturity date of the Term Loan of June 18, 2021, or collateral and guarantees under the Term Loan.  In connection with the Incremental Agreement, we incurred deferred financing costs of $3.6 million, which will be amortized over the life of the remaining term using the interest method.  In addition, as a result of entering into the Incremental Agreement, we recorded a loss on extinguishment of debt totaling $12.7 million consisting of the elimination of unamortized deferred financing costs and OID related to the Term Loan, which is included as a separate line in the condensed consolidated statement of (loss) earnings.

As a result of the interest rate swap and the Incremental Agreement, we have converted a majority of the variable interest rate under the Term Loan to a fixed rate and, as of October 31, 2015, the Term Loan had a weighted average interest rate of 4.92%.

The ABL Facility provides for a senior secured asset-based revolving credit facility of $500.0 million, with possible future increases to $650.0 million with an expansion feature, which matures on June 18, 2019, and is guaranteed, jointly and severally, by certain of our U.S. subsidiaries.  The ABL Facility has several borrowing and interest rate options including the following indices:  (i) adjusted LIBOR, (ii) Canadian Dollar Offered Rate, (iii) Canadian prime rate or (iv) alternate base rate (equal to the greater of the prime rate, the federal funds effective rate plus 0.5% or adjusted LIBOR for a one-month period plus 1.0%).  Advances under the ABL Facility bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 2.00%.  The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.50% to 2.00%, and a fee on unused commitments which ranges from 0.25% to 0.375%.

9

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  Except for letters of credit totaling approximately $25.7 million issued and outstanding, no amounts were drawn on the ABL Facility as of October 31, 2015 and we have approximately $436.5 million of borrowing availability under the ABL Facility as of October 31, 2015.

Senior Notes

The Senior Notes contain customary non-financial covenants and the Senior Notes are guaranteed, jointly and severally, on an unsecured basis by certain of our U.S. subsidiaries.   The Senior Notes will mature on July 1, 2022.  Interest on the Senior Notes is payable on January 1 and July 1 of each year.

We had entered into a registration rights agreement regarding the Senior Notes pursuant to which we agreed, among other things, to use our commercially reasonable efforts to consummate an exchange offer of the Senior Notes for substantially identical notes registered under the Securities Act of 1933, as amended, on or before July 13, 2015.  On June 24, 2015, the exchange offer was completed.

Long-Term Debt

The following table provides details on our long-term debt as of October 31, 2015, November 1, 2014 and January 31, 2015 (in thousands):

	October 31, 2015			November 1, 2014			January 31, 2015
Term Loan (net of unamortized original issue discount of $5.6 million at
October 31, 2015, $10.4 million at November 1, 2014 and $10.0 million at January 31, 2015	$	1,085,392		$	1,089,589		$	1,087,232
Senior Notes	600,000			600,000			600,000
Less: Deferred financing costs related to the Term Loan and Senior Notes	(29,186		)	(39,983		)	(38,546		)
Total long-term debt, net	1,656,206			1,649,606			1,648,686
Current portion of long-term debt	(7,000		)	(11,000		)	(11,000		)
Total long-term debt, net of current portion	$	1,649,206		$	1,638,606		$	1,637,686

5.  Supplemental Cash Flows

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

	For the Nine Months Ended
	October 31, 2015		November 1, 2014
Cash paid for interest	$	61,895	$	8,409
Cash paid for income taxes, net	$	32,932	$	32,085
Schedule of noncash investing and financing activities:
Cash dividends declared	$	9,028	$	8,882
Increase in capital in excess of par due to purchase of non-controlling interest	$	—	$	7,410

We had unpaid capital expenditure purchases included in accounts payable and accrued expenses and other current liabilities of approximately $7.3 million and $8.4 million at October 31, 2015 and November 1, 2014, 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.

10

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6.  Inventories

The following table provides details on our inventories as of October 31, 2015, November 1, 2014 and January 31, 2015 (in thousands):

	October 31, 2015		November 1, 2014		January 31, 2015
Finished goods	$	1,006,182	$	1,039,871	$	883,323
Raw materials and merchandise components	54,065		42,483		55,013
Total inventories	$	1,060,247	$	1,082,354	$	938,336

7.  Income Taxes

Our effective income tax rate decreased to 56.8% for the third quarter of 2015 from 65.3% for the third quarter of 2014 and to a benefit of (24.0)% for the first nine months of 2015 from 51.5% for the first nine months of 2014.  Our effective income tax rates in 2014 were significantly impacted by non-deductible transaction costs related to the Jos. A. Bank acquisition.  In the third quarter of 2015, we recorded a $90.1 million non-cash tradename impairment charge for the Jos. A. Bank tradename (see Note 12), which generated a book loss for our combined U.S. entities.  This loss in the U.S. combined with income in foreign jurisdictions with lower tax rates resulted in a negative effective income tax rate for the first nine months of 2015.

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

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

	October 31, 2015		November 1, 2014		January 31, 2015
Tax receivable	$	69,830	$	26,556	$	87,916
Prepaid expenses	42,824		48,354		39,375
Current deferred tax assets	38,736		12,929		23,777
Other	16,681		19,268		18,741
Total other current assets	$	168,071	$	107,107	$	169,809

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

	October 31, 2015		November 1, 2014		January 31, 2015
Accrued salary, bonus, sabbatical, vacation and other benefits	$	71,921	$	79,165	$	83,515
Unredeemed gift certificates	34,477		32,511		39,563
Sales, value added, payroll, property and other taxes payable	34,472		31,075		28,765
Accrued workers compensation and medical costs	28,408		25,331		28,814
Accrued interest	27,207		27,572		15,715
Customer deposits, prepayments and refunds payable	25,715		24,275		24,540
Cash dividends declared	9,028		8,882		8,987
Loyalty program reward certificates	8,181		8,073		6,889
Accrued royalties	6,630		8,392		2,825
Accrued strategic professional fees	1,141		12,126		7,566
Other	17,798		25,869		21,756
Total accrued expenses and other current liabilities	$	264,978	$	283,271	$	268,935

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

	October 31, 2015		November 1, 2014		January 31, 2015
Non-current deferred and other income tax liabilities	$	275,213	$	287,851	$	328,271
Deferred rent and landlord incentives	65,764		60,189		61,475
Unfavorable lease liabilities	9,129		12,966		12,040
Other	7,953		6,606		7,540
Total deferred taxes and other liabilities	$	358,059	$	367,612	$	409,326

11

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9.  Accumulated Other Comprehensive (Loss) Income

The following table summarizes the components of accumulated other comprehensive (loss) income for the nine months ended October 31, 2015 (in thousands and net of tax):

	Foreign Currency Translation			Interest Rate Swap			Pension Plan		Total
BALANCE — January 31, 2015	$	(4,232	)	$	(1,665	)	$	226	$	(5,671	)
Other comprehensive loss before reclassifications	(378		)	(734		)	—		(1,112		)
Amounts reclassified from accumulated other comprehensive loss	—			427			—		427
Net current-period other comprehensive loss	(378		)	(307		)	—		(685		)
BALANCE — October 31, 2015	$	(4,610	)	$	(1,972	)	$	226	$	(6,356	)

The following table summarizes the components of accumulated other comprehensive income for the nine months ended November 1, 2014 (in thousands and net of tax):

	Foreign Currency Translation			Interest Rate Swap			Pension Plan		Total
BALANCE — February 1, 2014	$	27,710		$	(399	)	$	—	$	27,311
Other comprehensive loss before reclassifications	(6,881		)	—			—		(6,881		)
Amounts reclassified from accumulated other comprehensive income	—			399			—		399
Net current-period other comprehensive (loss) income	(6,881		)	399			—		(6,482		)
BALANCE — November 1, 2014	$	20,829		$	—		$	—	$	20,829

Amounts reclassified from other comprehensive (loss) income for the nine months ended October 31, 2015 and November 1, 2014, respectively, relate to changes in fair value for interest rate swaps which were recorded within interest expense in the condensed consolidated statement of (loss) earnings.

10.  Non-Controlling Interest

In September 2014, we exercised our option and completed the purchase of the remaining 14% interest in our UK operations from the minority interest holders.  As a result, we eliminated the non-controlling interest balance and recorded an increase in capital in excess of par of $7.4 million less the $6.7 million in cash consideration paid to the former minority interest holders.

12

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11.  Share-Based Compensation Plans

For a discussion of our share-based compensation plans refer to Note 11 in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

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 nine months ended October 31, 2015 was $4.2 million and $12.6 million, respectively.  Share-based compensation expense recognized for the three and nine months ended November 1, 2014 was $4.3 million and $12.3 million, respectively.

Non-Vested Deferred Stock Units, Performance Units and Restricted Stock

The following table summarizes the activity of time-based and performance-based awards for the nine months ended October 31, 2015:

	Units				Weighted-Average Grant-Date Fair Value
	Time- Based		Performance-Based		Time- Based		Performance- Based
Non-Vested at January 31, 2015	378,518		170,789		$	42.67	$	43.94
Granted	360,967		36,844		52.60		57.32
Vested (1)	(231,764	)	(18,977	)	43.69		46.41
Forfeited	(19,552	)	(20,000	)	40.17		33.09
Non-Vested at October 31, 2015	488,169		168,656		$	49.63	$	47.87

(1)Includes 86,035 shares relinquished for tax payments related to vested deferred stock units for the nine months ended October 31, 2015.

On April 3, 2013, our Board of Directors 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 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 October 31, 2015 are 17,576 DSUs granted prior to April 3, 2013.

Of the 36,844 performance units granted in the first nine months of 2015, 22,645 units represent a contingent right to receive one share of common stock and vest after our 2017 fiscal year, subject to our achievement of a cumulative performance target for fiscal years 2015-2017.

The remaining 14,199 performance units granted in the first nine months of 2015 represent a contingent right to receive up to 2.25 shares of common stock and vest after our 2017 fiscal year, subject to our achievement of a performance target for fiscal 2017.  Assuming the performance target is achieved, the number of performance units earned will be adjusted based on multipliers related to (1) the Company’s adjusted earnings per share for fiscal 2017 and (2) the Company’s relative total shareholder return (“TSR”) compared to the TSR of certain peer companies over a pre-defined period.

Performance units that are unvested at the end of the performance period will lapse and be forfeited.  The performance units earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards.

13

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Performance-based DSUs granted in April 2014 (“April 2014 performance-based DSUs”) represented a contingent right to receive one share of common stock and vested over a one year period, subject to our achievement of a performance target for 2014.  Having met the performance target for 2014, the April 2014 performance-based DSUs vested in accordance with their terms in April 2015.

The following table summarizes the activity of restricted stock for the nine months ended October 31, 2015:

	Shares		Weighted- Average Grant-Date Fair Value
Non-Vested at January 31, 2015	67,790		$	37.05
Granted	12,425		50.31
Vested	(44,398	)	40.25
Forfeited	(19,360	)	27.77
Non-Vested at October 31, 2015	16,457		$	49.37

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

As of October 31, 2015, we have unrecognized compensation expense related to non-vested DSUs, performance units, and shares of restricted stock of approximately $22.3 million, which is expected to be recognized over a weighted-average period of 1.7 years.

Stock Options

The following table summarizes the activity of stock options for the nine months ended October 31, 2015:

	Shares		Weighted- Average Exercise Price
Outstanding at January 31, 2015	660,283		$	38.28
Granted	41,951		57.91
Exercised	(19,617	)	33.02
Forfeited	—		—
Expired	—		—
Outstanding at October 31, 2015	682,617		$	39.64
Exercisable at October 31, 2015	301,070		$	31.83

The weighted-average grant date fair value of the 41,951 stock options granted during the nine months ended October 31, 2015 was $18.63 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 nine months ended October 31, 2015:

	For the Nine Months Ended
	October 31, 2015
Risk-free interest rate	1.51	%
Expected lives	5.0 years
Dividend yield	1.38	%
Expected volatility	39.74	%

As of October 31, 2015, we have unrecognized compensation expense related to non-vested stock options of approximately $3.9 million, which is expected to be recognized over a weighted-average period of 1.5 years.

14

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12.  Goodwill and Other Intangible Assets

Goodwill

Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the nine months ended October 31, 2015 are as follows (in thousands):

	Retail			Corporate Apparel		Total
Balance at January 31, 2015	$	861,180		$	26,756	$	887,936
Adjustments to purchase price allocation of acquired businesses	3,062			—		3,062
Translation adjustment	(608		)	601		(7		)
Balance at October 31, 2015	$	863,634		$	27,357	$	890,991

Goodwill is evaluated for impairment at least annually.  A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, new significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock.

Based on Jos. A. Bank’s results, as well as the recent significant decline in our market capitalization, we concluded that a triggering event occurred that required an interim goodwill impairment test.  During the third quarter of 2015, Jos. A. Bank’s results were impacted by significantly lower than forecasted revenue results primarily due to a greater than expected decline in traffic resulting from our transition away from the historical promotional strategy at Jos. A. Bank.  While the short term decline is greater than we expected, we have implemented several strategies that we expect to offset the decline in revenues resulting in a stable profit model to generate cash flows over the long-term.  Based on the results of our interim goodwill impairment test, as of October 31, 2015, we concluded that our goodwill was not impaired.  However, if we determine we are not likely to meet our projections of future cash flows or if our market capitalization remains at current levels, among other factors, it is possible our annual impairment test in the fourth quarter of 2015 could result in a material impairment of the Jos. A. Bank goodwill.  As of October 31, 2015, goodwill associated with the Jos. A. Bank reporting unit totaled $769.0 million.

Intangible Assets

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

	October 31, 2015			November 1, 2014			January 31, 2015
Amortizable intangible assets:
Carrying amount:
Trademarks and tradenames	$	16,516		$	16,628		$	16,448
Favorable leases	24,118			24,400			24,400
Customer relationships	85,515			86,699			84,788
Total carrying amount	126,149			127,727			125,636
Accumulated amortization:
Trademarks and tradenames	(9,679		)	(9,261		)	(9,331		)
Favorable leases	(4,025		)	(1,130		)	(1,883		)
Customer relationships	(24,507		)	(14,659		)	(16,468		)
Total accumulated amortization	(38,211		)	(25,050		)	(27,682		)
Total amortizable intangible assets, net	87,938			102,677			97,954
Indefinite-lived intangible assets:
Trademarks and tradename, gross	570,333			570,380			570,305
Impairment of Jos. A. Bank tradename	(90,100		)	—			—
Trademarks and tradename, net	480,233			570,380			570,305
Total intangible assets, net	$	568,171		$	673,057		$	668,259

15

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As discussed above, during the third quarter of 2015, we concluded that a triggering event occurred that required an interim impairment test for the Jos. A. Bank tradename.  The fair value of the Jos. A. Bank tradename was estimated using a relief from royalty method, which calculates the present value of savings resulting from the right to sell products without having to pay a royalty fee.  Critical assumptions that are used in this method include future sales projections, an estimated royalty rate and a discount rate.  Based on our analysis, we concluded the Jos. A. Bank tradename was impaired and recorded a non-cash impairment charge of $90.1 million, which is included as a separate line in the condensed statement of (loss) earnings, and relates to our retail segment.  In addition, should the downward revenue trend accelerate during the fourth quarter of 2015 from what we expect or if other valuation inputs such as the royalty rate or discount rate change, it is possible our annual impairment test in the fourth quarter of 2015 could result in an additional impairment charge for the Jos. A. Bank tradename.  As of October 31, 2015, after giving effect to the impairment charge, the book value of the Jos. A. Bank tradename was $449.0 million.

The pre-tax amortization expense associated with intangible assets subject to amortization totaled $3.4 million and $10.5 million for the three and nine months ended October 31, 2015, respectively.  The pre-tax amortization expense associated with intangible assets subject to amortization totaled $3.5 million and $6.5 million for the three and nine months ended November 1, 2014, respectively.  Pre-tax amortization associated with intangible assets subject to amortization at October 31, 2015 is estimated to be $3.9 million for the remainder of fiscal year 2015, $13.7 million for fiscal year 2016, $13.2 million for fiscal year 2017, $12.8 million for fiscal year 2018 and $12.6 million for fiscal year 2019.

For further information on our goodwill and tradename analysis, see the discussion in Management’s Discussion and Analysis in the “Executive Overview” section beginning on page 27 and the “Critical Accounting Policies and Estimates” section beginning on page 40, of this Form 10-Q.

13.  Derivative Financial Instruments

As discussed in Note 4, in January 2015, we entered into an interest rate swap agreement on a notional amount of $520.0 million that matures in August 2018 with periodic interest settlements.  We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate.  At October 31, 2015, the fair value of the interest rate swap was a liability of $3.2 million with $2.4 million recorded in accrued expenses and other current liabilities and $0.8 million in other liabilities in our consolidated balance sheet.  The effective portion of the swap is reported as a component of accumulated other comprehensive (loss) income.  There was no hedge ineffectiveness at October 31, 2015.  Changes in fair value are reclassified from accumulated other comprehensive (loss) income into earnings in the same period that the hedged item affects earnings.

Over the next 12 months, $2.4 million of the effective portion of the interest rate swap is expected to be reclassified from accumulated other comprehensive (loss) income into earnings.  If, at any time, the interest rate swap is determined to be ineffective, in whole or in part, due to changes in the interest rate swap or underlying debt agreements, the fair value of the portion of the interest rate swap determined to be ineffective will be recognized as a gain or loss in the statement of earnings for the applicable period.

14.  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.

16

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Fair Value of Financial Instruments

Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt.  Management estimates that, as of October 31, 2015, November 1, 2014, and January 31, 2015, the carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximated their fair value due to the highly liquid or short-term nature of these instruments.

The fair values of our Term Loan and the term loan under the Previous Credit Agreement were valued based upon observable market data provided by a third party for similar types of debt, which we classify as a Level 2 input within the fair value hierarchy.   Beginning in June 2015, the fair value of our Senior Notes is based on quoted prices in active markets, which we classify as a Level 1 input within the fair value hierarchy.  In prior periods, the fair value of our Senior Notes was based on trading data in active markets, which we classified as a Level 2 input within the fair value hierarchy.  The table below shows the fair value and carrying value of our long-term debt, including current maturities (in thousands):

	October 31, 2015		November 1, 2014		January 31, 2015
	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Long-term debt, net	1,656,206	1,711,104	1,649,606	1,718,902	1,648,686	1,706,546

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.  As discussed in Note 12, during the third quarter of 2015, we recorded an impairment charge related to our Jos. A. Bank tradename totaling $90.1 million.  The fair value of the Jos. A. Bank tradename was based on our own judgments about the assumptions that market participants would use in pricing the asset, which we classified as Level 3 within the fair value hierarchy.

15.  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, Jos. A. Bank, Moores Clothing for Men (“Moores”) and K&G.  These four brands are operating segments that have been aggregated into the retail reportable segment.  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, business casual, sportswear, outerwear, dress and casual shirts, shoes and accessories for men.  Ladies’ career apparel, sportswear and accessories, including shoes, as well as children’s apparel is also offered at most of our K&G stores.  Tuxedo and suit rentals are offered at our Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A. Bank and Moores retail stores and tuxedo shops within Macy’s stores.

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”).  The two corporate apparel and uniform concepts are operating segments that have been aggregated into the reportable corporate apparel segment.  The corporate apparel segment provides corporate clothing uniforms and workwear to workforces.

We measure segment profitability based on operating income, defined as income before interest expense, interest income, income taxes and non-controlling interest.  Corporate expenses and assets are allocated to the retail segment.

17

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

	For the Three Months Ended				For the Nine Months Ended
Net sales:	October 31, 2015		November 1, 2014		October 31, 2015		November 1, 2014
MW(1)	$	465,396	$	436,107	$	1,391,782	$	1,307,417
Jos. A. Bank	198,936		233,313		636,704		347,005
K&G	72,733		72,835		257,448		251,474
Moores	55,862		68,724		173,281		199,302
MW Cleaners	8,460		8,183		25,356		24,035
Total retail segment	801,387		819,162		2,484,571		2,129,233
Dimensions and Alexandra (UK)	53,444		59,704		155,474		163,809
Twin Hill	10,615		11,771		30,564		31,147
Total corporate apparel segment	64,059		71,475		186,038		194,956
Total net sales	$	865,446	$	890,637	$	2,670,609	$	2,324,189

(1)MW includes Men’s Wearhouse stores, Men’s Wearhouse and Tux stores, Joseph Abboud store, tuxedo shops within Macy’s and JA Holding.

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

	For the Three Months Ended				For the Nine Months Ended
Net sales:	October 31, 2015		November 1, 2014		October 31, 2015		November 1, 2014
Men’s tailored clothing product	$	351,269	$	351,071	$	1,109,665	$	878,746
Men’s non-tailored clothing product	245,250		263,053		756,699		655,566
Ladies’ clothing product	16,228		16,575		56,827		56,224
Other	3,127		3,748		8,735		7,663
Total retail clothing product	615,874		634,447		1,931,926		1,598,199
Rental services	132,443		132,690		392,621		395,449
Alteration services	44,610		43,842		134,668		111,550
Retail dry cleaning services	8,460		8,183		25,356		24,035
Total alteration and other services	53,070		52,025		160,024		135,585
Corporate apparel clothing product	64,059		71,475		186,038		194,956
Total net sales	$	865,446	$	890,637	$	2,670,609	$	2,324,189

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

	For the Three Months Ended						For the Nine Months Ended
Operating (loss) income:	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Retail	$	(38,971	)	$	39,848		$	110,739		$	106,117
Corporate apparel	2,570			5,327			6,272			9,043
Operating (loss) income	(36,401		)	45,175			117,011			115,160
Interest income	50			125			140			305
Interest expense	(26,457		)	(25,131		)	(79,475		)	(39,459		)
Loss on extinguishment of debt	—			—			(12,675		)	(2,158		)
(Loss) earnings before income taxes	$	(62,808	)	$	20,169		$	25,001		$	73,848

18

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

16.  Legal Matters

On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated (the “Johnson Plaintiffs”), filed a putative class action Complaint against Jos. A. Bank in the U.S. District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756).  The Complaint alleges, among other things, deceptive sales and marketing practices by Jos. A. Bank relating to its use of the words “free” and “regular price.”  The Complaint seeks, among other relief, certification of the complaint as a class action, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys’ fees).  On August 19, 2014, the Court dismissed the class claims and certain other breach of contract claims.  On June 9, 2015, the Court also dismissed the plaintiffs’ claim for injunctive relief.  Based on the two favorable court rulings, we do not believe that this case will have a material adverse effect on our financial position, results of operations or cash flows.

In December 2013, Jos. A. Bank received a subpoena from the Ohio Attorney General requiring the production of certain information relating to its advertising and marketing practices.  Jos. A. Bank produced information in response to the subpoena, cooperated with further information requests and had ongoing communications with the Ohio Attorney General’s office.  On October 9, 2015, the Attorney General’s office issued a letter advising the Company that it was taking no further action at this time. We consider the matter closed.

On July 9, 2014, David Lucas and Eric Salerno, on behalf of themselves and all California residents similarly situated, filed a putative class action Complaint against Jos. A. Bank in the U.S. District Court for Southern California (Case No. ‘14CV1631LAB JLB).  The Complaint alleges, among other things, that Jos. A. Bank violated the California Unfair Competition Law and the California Consumers Legal Remedies Act with its comparative price advertising, price discounts and free apparel promotions.  The Complaint seeks, among other relief, certification of the case as a class action, permanent injunction, actual and compensatory damages, restitution including disgorgement of profits and unjust enrichment, costs and attorney fees.  We intend to vigorously defend the case.  The range of loss, if any, is not reasonably estimable at this time.  We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows.

In addition, 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.

17. Condensed Consolidating Information

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

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

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

19

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

October 31, 2015

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	771	$	2,128	$	50,755	$	—		$	53,654
Accounts receivable, net	21,452		353,807		33,203		(341,560		)	66,902
Inventories	252,520		652,080		155,647		—			1,060,247
Other current assets	90,352		69,646		8,073		—			168,071
Total current assets	365,095		1,077,661		247,678		(341,560		)	1,348,874
Property and equipment, net	311,313		197,503		39,665		—			548,481
Rental product, net	121,983		7,150		18,211		—			147,344
Goodwill	6,159		837,532		47,300		—			890,991
Intangible assets, net	213		546,937		21,021		—			568,171
Investments in subsidiaries	2,418,994		—		—		(2,418,994		)	—
Other assets	40,961		858		8,831		(42,132		)	8,518
Total assets	$	3,264,718	$	2,667,641	$	382,706	$	(2,802,686	)	$	3,512,379
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	399,292	$	128,803	$	46,985	$	(341,560	)	$	233,520
Accrued expenses and other current liabilities	146,102		111,308		21,801		—			279,211
Current maturities of long-term debt	7,000		—		—		—			7,000
Total current liabilities	552,394		240,111		68,786		(341,560		)	519,731
Long-term debt, net	1,649,206		—		33,432		(33,432		)	1,649,206
Deferred taxes and other liabilities	77,735		277,783		11,241		(8,700		)	358,059
Shareholders’ equity	985,383		2,149,747		269,247		(2,418,994		)	985,383
Total liabilities and shareholders’ equity	$	3,264,718	$	2,667,641	$	382,706	$	(2,802,686	)	$	3,512,379

20

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

November 1, 2014

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,214	$	8,719	$	54,783	$	—		$	64,716
Accounts receivable, net	13,165		194,027		44,240		(167,378		)	84,054
Inventories	161,148		756,770		164,436		—			1,082,354
Other current assets	59,408		40,427		7,272		—			107,107
Total current assets	234,935		999,943		270,731		(167,378		)	1,338,231
Property and equipment, net	304,461		224,315		41,003		—			569,779
Rental product, net	97,330		13,094		19,155		—			129,579
Goodwill	6,159		834,929		51,678		—			892,766
Intangible assets, net	320		648,031		24,706		—			673,057
Investments in subsidiaries	2,352,986		—		—		(2,352,986		)	—
Other assets	69,178		680		9,980		(69,806		)	10,032
Total assets	$	3,065,369	$	2,720,992	$	417,253	$	(2,590,170	)	$	3,613,444
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	193,913	$	182,338	$	54,772	$	(167,378	)	$	263,645
Accrued expenses and other current liabilities	105,604		161,769		29,488		—			296,861
Current maturities of long-term debt	11,000		—		—		—			11,000
Total current liabilities	310,517		344,107		84,260		(167,378		)	571,506
Long-term debt, net	1,638,606		—		59,906		(59,906		)	1,638,606
Deferred taxes and other liabilities	80,526		285,293		11,693		(9,900		)	367,612
Shareholders’ equity	1,035,720		2,091,592		261,394		(2,352,986		)	1,035,720
Total liabilities and shareholders’ equity	$	3,065,369	$	2,720,992	$	417,253	$	(2,590,170	)	$	3,613,444

21

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

January 31, 2015

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	18,262	$	4,857	$	39,142	$	—		$	62,261
Accounts receivable, net	20,304		422,930		35,303		(405,271		)	73,266
Inventories	285,309		510,651		142,376		—			938,336
Other current assets	105,507		58,792		5,510		—			169,809
Total current assets	429,382		997,230		222,331		(405,271		)	1,243,672
Property and equipment, net	306,597		221,454		38,023		—			566,074
Rental product, net	107,908		8,318		16,446		—			132,672
Goodwill	6,159		834,470		47,307		—			887,936
Intangible assets, net	293		645,388		22,578		—			668,259
Investments in subsidiaries	2,405,680		—		—		(2,405,680		)	—
Other assets	42,279		681		9,671		(43,032		)	9,599
Total assets	$	3,298,298	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,508,212
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	449,102	$	120,499	$	45,537	$	(405,271	)	$	209,867
Accrued expenses and other current liabilities	145,943		101,363		23,238		—			270,544
Current maturities of long- term debt	11,000		—		—		—			11,000
Total current liabilities	606,045		221,862		68,775		(405,271		)	491,411
Long-term debt, net	1,637,686		—		33,432		(33,432		)	1,637,686
Deferred taxes and other liabilities	84,778		323,376		10,772		(9,600		)	409,326
Shareholders’ equity	969,789		2,162,303		243,377		(2,405,680		)	969,789
Total liabilities and shareholders’ equity	$	3,298,298	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,508,212

22

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of (Loss) Earnings

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Three months ended October 31, 2015:
Net sales	$	464,380		$	448,712		$	109,306		$	(156,952	)	$	865,446
Cost of sales	241,412			340,652			67,343			(156,952		)	492,455
Gross margin	222,968			108,060			41,963			—			372,991
Operating expenses	186,467			197,899			29,487			(4,461		)	409,392
Operating income (loss)	36,501			(89,839		)	12,476			4,461			(36,401		)
Other income and expenses, net	4,461			—			—			(4,461		)	—
Interest income	682			1,003			40			(1,675		)	50
Interest expense	(27,278		)	(579		)	(275		)	1,675			(26,457		)
Earnings (loss) before income taxes	14,366			(89,415		)	12,241			—			(62,808		)
Provision (benefit) for income taxes	8,524			(44,859		)	681			—			(35,654		)
Earnings (loss) before equity in net loss of subsidiaries	5,842			(44,556		)	11,560			—			(27,154		)
Equity in loss of subsidiaries	(32,996		)	—			—			32,996			—
Net (loss) earnings attributable to common shareholders	$	(27,154	)	$	(44,556	)	$	11,560		$	32,996		$	(27,154	)
Comprehensive (loss) income	$	(29,400	)	$	(44,556	)	$	9,536		$	35,020		$	(29,400	)
Three months ended November 1, 2014:
Net sales	$	435,285		$	453,905		$	128,429		$	(126,982	)	$	890,637
Cost of sales	344,575			227,532			76,307			(126,982		)	521,432
Gross margin	90,710			226,373			52,122			—			369,205
Operating expenses	178,233			114,729			34,331			(3,263		)	324,030
Operating (loss) income	(87,523		)	111,644			17,791			3,263			45,175
Other income and expenses, net	3,658			(395		)	—			(3,263		)	—
Interest income	329			12			108			(324		)	125
Interest expense	(25,032		)	(40		)	(383		)	324			(25,131		)
(Loss) earnings before income taxes	(108,568		)	111,221			17,516			—			20,169
(Benefit) provision for income taxes	(39,908		)	48,891			4,185			—			13,168
(Loss) earnings before equity in net income of subsidiaries	(68,660		)	62,330			13,331			—			7,001
Equity in earnings of subsidiaries	75,661			—			—			(75,661		)	—
Net earnings including non-controlling interest	7,001			62,330			13,331			(75,661		)	7,001
Net earnings attributable to non-controlling interest	(208		)	—			(208		)	208			(208		)
Net earnings attributable to common shareholders	$	6,793		$	62,330		$	13,123		$	(75,453	)	$	6,793
Comprehensive (loss) income	$	(5,758	)	$	62,330		$	251		$	(62,581	)	$	(5,758	)

23

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Earnings

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Nine months ended October 31, 2015:
Net sales	$	1,388,910		$	1,369,352		$	328,755		$	(416,408	)	$	2,670,609
Cost of sales	701,191			1,010,107			202,495			(416,408		)	1,497,385
Gross margin	687,719			359,245			126,260			—			1,173,224
Operating expenses	563,251			414,870			90,649			(12,557		)	1,056,213
Operating income (loss)	124,468			(55,625		)	35,611			12,557			117,011
Other income and expenses, net	11,543			1,014			—			(12,557		)	—
Interest income	1,831			2,672			103			(4,466		)	140
Interest expense	(81,579		)	(1,535		)	(827		)	4,466			(79,475		)
Loss on extinguishment of debt	(12,675		)	—			—			—			(12,675		)
Earnings (loss) before income taxes	43,588			(53,474		)	34,887			—			25,001
Provision (benefit) for income taxes	18,152			(32,771		)	8,626			—			(5,993		)
Earnings (loss) before equity in net income of subsidiaries	25,436			(20,703		)	26,261			—			30,994
Equity in earnings of subsidiaries	5,558			—			—			(5,558		)	—
Net earnings (loss) attributable to common shareholders	$	30,994		$	(20,703	)	$	26,261		$	(5,558	)	$	30,994
Comprehensive income (loss)	$	30,309		$	(20,703	)	$	25,883		$	(5,180	)	$	30,309
Nine months ended November 1, 2014:
Net sales	$	1,303,738		$	1,051,976		$	363,111		$	(394,636	)	$	2,324,189
Cost of sales	774,707			713,272			219,735			(394,636		)	1,313,078
Gross margin	529,031			338,704			143,376			—			1,011,111
Operating expenses	593,263			212,373			100,921			(10,606		)	895,951
Operating (loss) income	(64,232		)	126,331			42,455			10,606			115,160
Other income and expenses, net	9,477			1,129			—			(10,606		)	—
Interest income	1,314			343			262			(1,614		)	305
Interest expense	(39,643		)	(370		)	(1,060		)	1,614			(39,459		)
Loss on extinguishment of debt	(2,158		)	—			—			—			(2,158		)
(Loss) earnings before income taxes	(95,242		)	127,433			41,657			—			73,848
(Benefit) provision for income taxes	(27,733		)	55,672			10,082			—			38,021
(Loss) earnings before equity in net income of subsidiaries	(67,509		)	71,761			31,575			—			35,827
Equity in earnings of subsidiaries	103,336			—			—			(103,336		)	—
Net earnings including non-controlling interest	35,827			71,761			31,575			(103,336		)	35,827
Net earnings attributable to non-controlling interest	(292		)	—			(292		)	292			(292		)
Net earnings attributable to common shareholders	$	35,535		$	71,761		$	31,283		$	(103,044	)	$	35,535
Comprehensive income	$	29,053		$	71,761		$	24,402		$	(96,163	)	$	29,053

24

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended October 31, 2015

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	73,276		$	19,237		$	19,723		$	—	$	112,236
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(55,857		)	(22,147		)	(8,402		)	—		(86,406		)
Proceeds from sales of property and equipment	2,586			27			—			—		2,613
Net cash used in investing activities	(53,271		)	(22,120		)	(8,402		)	—		(83,793		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on new term loan	(6,250		)	—			—			—		(6,250		)
Proceeds from asset-based revolving credit facility	5,500			—			—			—		5,500
Payments on asset-based revolving credit facility	(5,500		)	—			—			—		(5,500		)
Deferred financing costs	(3,566		)	—			—			—		(3,566		)
Cash dividends paid	(26,269		)	—			—			—		(26,269		)
Proceeds from issuance of common stock	2,454			—			—			—		2,454
Tax payments related to vested deferred stock units	(4,538		)	—			—			—		(4,538		)
Excess tax benefits from share-based plans	950			154			—			—		1,104
Repurchases of common stock	(277		)	—			—			—		(277		)
Net cash (used in) provided by financing activities	(37,496		)	154			—			—		(37,342		)
Effect of exchange rate changes	—			—			292			—		292
(Decrease) increase in cash and cash equivalents	(17,491		)	(2,729		)	11,613			—		(8,607		)
Cash and cash equivalents at beginning of period	18,262			4,857			39,142			—		62,261
Cash and cash equivalents at end of period	$	771		$	2,128		$	50,755		$	—	$	53,654

25

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended November 1, 2014

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	360,468		$	(324,183	)	$	22,732		$	—	$	59,017
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(51,329		)	(13,510		)	(7,558		)	—		(72,397		)
Acquisition of business, net of cash	(1,820,308		)	328,915			—			—		(1,491,393		)
Proceeds from sales of property and equipment	160			—			—			—		160
Net cash (used in) provided by investing activities	(1,871,477		)	315,405			(7,558		)	—		(1,563,630		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan	1,089,000			—			—			—		1,089,000
Payments on previous term loan	(97,500		)	—			—			—		(97,500		)
Proceeds from asset-based revolving credit facility	340,000			—			—			—		340,000
Payments on asset-based revolving credit facility	(340,000		)	—			—			—		(340,000		)
Proceeds from issuance of senior notes	600,000			—			—			—		600,000
Deferred financing costs	(51,072		)	—			—			—		(51,072		)
Cash dividends paid	(26,119		)	—			—			—		(26,119		)
Purchase of non-controlling interest	(6,651		)	—			—			—		(6,651		)
Proceeds from issuance of common stock	7,115			—			—			—		7,115
Tax payments related to vested deferred stock units	(6,907		)	—			—			—		(6,907		)
Excess tax benefits from share-based plans	3,194			542			—			—		3,736
Repurchases of common stock	(251		)	—			—			—		(251		)
Net cash provided by financing activities	1,510,809			542			—			—		1,511,351
Effect of exchange rate changes	—			—			(1,274		)	—		(1,274		)
(Decrease) increase in cash and cash equivalents	(200		)	(8,236		)	13,900			—		5,464
Cash and cash equivalents at beginning of period	1,414			16,955			40,883			—		59,252
Cash and cash equivalents at end of period	$	1,214		$	8,719		$	54,783		$	—	$	64,716

26

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For supplemental information, we suggest that “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) be read in conjunction with the corresponding section included in our Annual Report on Form 10-K for the year ended January 31, 2015.  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 “2015” mean the 52-week fiscal year ending January 30, 2016.

Executive Overview

Background

We are the largest specialty retailer of men’s suits and the largest provider of rental product in the U.S. and Canada with 1,748 stores including tuxedo shops within Macy’s stores.  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.  Refer to Note 15 of Notes to Condensed Consolidated Financial Statements and the discussion included in “Results of Operations” below for additional information and disclosures regarding our reporting segments.

We conduct our retail segment as a specialty apparel retailer offering suits, suit separates, sport coats, slacks, business casual, sportswear, outerwear, dress and casual shirts, shoes and accessories primarily for men.  We offer our products and services through multiple brands and channels including The Men’s Wearhouse/Men’s Wearhouse and Tux (“Men’s Wearhouse”), Jos. A. Bank, Moores Clothing for Men (“Moores”), K&G and the Internet at www.menswearhouse.com, www.josbank.com and www.josephabboud.com.  Our stores are located throughout the United States (“U.S.”), Puerto Rico and Canada and carry a wide selection of exclusive and non-exclusive merchandise brands.  Tuxedo and suit rentals are offered at our Men’s Wearhouse, Jos. A. Bank and Moores retail stores and tuxedo shops within Macy’s stores.  In addition, we offer our customers alteration services and most of our K&G stores offer ladies’ career apparel, sportswear, accessories and shoes and children’s apparel.  We also conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas.

We operate two corporate apparel providers — our UK-based operations, the largest provider in the UK under the Dimensions, Alexandra, and Yaffy brands, and our Twin Hill operations in the U.S.  These operations provide corporate clothing uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet at www.dimensions.co.uk and www.alexandra.co.uk.

In 2016, we will launch a holding company called Tailored Brands.  We believe that the holding company structure will allow us to further leverage our shared services platform and support, nurture and augment our family of brands.

On June 18, 2014, we acquired 100% of the outstanding common stock of Jos. A. Bank, a men’s specialty apparel retailer, for $65.00 net per share in cash, or total consideration of approximately $1.8 billion.  We believe that Jos. A. Bank’s business model in conjunction with our business model will create meaningful opportunities for future growth and operational synergies.  The comparability of our results is affected by the inclusion of Jos. A. Bank’s results for the entire nine month period ended October 31, 2015, while last year’s operations include Jos. A. Bank’s results beginning on June 18, 2014.

On June 10, 2015, we entered into a 10-year agreement with Macy’s, Inc. to operate men’s tuxedo rental shops inside 300 Macy’s stores.  As of October 31, 2015, we had opened 12 tuxedo shops within Macy’s stores, Tuxedo Shop @ Macy’s, with the remainder to open during 2016.  In addition, we will collaborate with Macy’s to develop an online tuxedo rental shop on www.macys.com.

27

Third Quarter Discussion

Key performance metrics for the quarter ended October 31, 2015 include:

·Net sales decrease of 2.8%

·Comparable sales increase at Men’s Wearhouse and K&G of 5.3% and 3.7%, respectively, while comparable sales at Jos. A. Bank and Moores decreased 14.6% and 5.4%, respectively.

·Results for the third quarter of 2015 and 2014 include acquisition, integration and other costs of $5.1 million and $27.3 million, respectively, primarily related to Jos. A. Bank.

·Pre-tax, non-cash Jos. A. Bank tradename impairment charge of $90.1 million

·Diluted loss per share of $0.56

During the third quarter, our Men’s Wearhouse brand performed well, generating a comparable sales increase of 5.3%, with clothing comparable sales of 7.2% and a rental service comparable sales increase of 0.7%.  However, this was offset by Jos. A. Bank’s comparable sales decrease of 14.6%, primarily due to a decline in traffic as we transition away from Jos. A. Bank’s historical promotional strategy.

Subsequent to our acquisition of Jos. A. Bank on June 18, 2014, we focused on (a) integrating the people, processes and systems, including point-of-sale, merchandising, and back office, (b) realizing significant cost synergies, (c) introducing new, updated and expanded assortments in the Jos. A. Bank stores,  (d) making changes to the Jos. A. Bank promotional and brand building strategies, and (e) identifying and implementing new revenue growth initiatives, including the expansion of tuxedo and suit rental into all Jos. A. Bank stores.

While we have had success in many of these initiatives, we have been challenged in growing revenue opportunities.  After we completed the integration, we were able to develop a firmer grasp of the Jos. A. Bank business and promotional model.  As our understanding of the Jos. A. Bank business grew, we discovered that the historical promotional pricing model at Jos. A. Bank had been delivering diminishing returns over time, and we realized that attaining revenue synergies was going to require eliminating the most unhealthy promotional offers.

Moreover, during the second and third quarters of 2015, the effectiveness of the existing Jos. A. Bank promotional model began to deteriorate more quickly than we had anticipated. As a result, we made the decision to accelerate the transition away from the harmful promotional cadence by removing the most excessive offers (the Buy-One-Get-Three Free or more events), and began seeking sustainable volume and margin growth.

As noted above, Jos. A. Bank experienced a comparable sales decrease of 14.6%, which was far below our expectations.  This decrease was primarily driven by a decline in traffic as we reduced the number of Buy-One-Get-Two Free and Buy-One-Get Three Free events towards the end of the third quarter in anticipation of a final Buy-One-Get-Three Free event, which occurred on October 22 through 25, 2015. Based on this third quarter trend, we currently expect comparable sales at Jos. A. Bank to further deteriorate significantly during the fourth quarter of 2015.

While we expected some top-line volatility as we changed the promotional model, we did not anticipate that the impact on top-line sales from the traffic decline would occur to the degree it did.  Despite these results, we continue to believe that transitioning away from the unsustainable promotional strategy we inherited from Jos. A. Bank and the introduction of our new promotional strategy will provide a foundation for long-term profitability at the Jos. A. Bank brand.  Although we anticipate continuing declines in traffic and in units per transaction, we have introduced new promotional offers that do not require large quantity purchases and are better aligned with how our customers have told us they prefer to shop.  Our customer research indicates while our existing customers appreciate our quality and value, many dislike being forced to buy in quantity and many of our prospective Jos. A. Bank customers found our promotional offers confusing and causing them to question the quality of our products.

On November 5, 2015, we announced our preliminary results for the third quarter and an updated fiscal 2015 outlook. Based on Jos. A. Bank’s results in the third quarter of 2015 as well as the recent significant decline in our market capitalization that occurred subsequent to our November 5th announcement, we concluded a triggering event occurred that required an interim test for impairment of its tradename and goodwill.  Based on our analysis, we concluded that the Jos. A. Bank tradename was impaired and recorded a non-cash impairment charge of $90.1 million.  We further concluded, based on our analysis that there was no goodwill impairment, as of October 31, 2015. However, if we determine we are not likely to meet the projections used in our interim impairment tests or if our market capitalization remains at current levels, it is possible that our annual impairment tests in the fourth quarter of 2015 could result in a material impairment of the Jos. A. Bank goodwill and an additional impairment of its tradename.  For additional information on our tradename and goodwill analysis, see Note 12 to Condensed Consolidated Financial Statements and the discussion under “Critical Accounting Policies and Estimates” beginning on page 40 of this Form 10-Q.

28

Store Data

The following table presents information with respect to retail apparel stores and tuxedo shops within Macy’s stores in operation during each of the respective fiscal periods:

	For the Three Months Ended				For the Nine Months Ended				For the Year Ended
	October 31, 2015		November 1, 2014		October 31, 2015		November 1, 2014		January 31, 2015
Open at beginning of period:	1,754		1,756		1,758		1,124		1,124
Acquired from Jos. A. Bank(1)	—		—		—		624		624
Opened (2)	18		20		32		45		60
Closed	(24	)	(16	)	(42	)	(33	)	(50	)
Open at end of the period	1,748		1,760		1,748		1,760		1,758
Men’s Wearhouse(2)	709		686		709		686		698
Men’s Wearhouse and Tux	183		223		183		223		210
Tuxedo shops @ Macy’s	12		—		12		—		—
Jos. A. Bank(1)	633		637		633		637		636
Moores	123		122		123		122		123
K&G	88		92		88		92		91
	1,748		1,760		1,748		1,760		1,758

(1)Excludes franchise stores.

(2)For 2015, includes one Joseph Abboud store.

During the first nine months of 2015, we opened 32 stores/tuxedo shops (12 Men’s Wearhouse stores, 12 tuxedo shops within Macy’s stores, six Jos. A. Bank stores, one Joseph Abboud store and one Moores store).  We closed 42 stores (27 Men’s Wearhouse and Tux stores, nine Jos. A. Bank stores, three K&G stores, two Men’s Wearhouse stores and one Moores store).

Seasonality

Our sales and net earnings are subject to seasonal fluctuations.  Our rental revenues are heavily concentrated in the second and third quarters due to prom and wedding seasons while the fourth quarter is considered the seasonal low point for rentals.  In addition, Jos. A. Bank has historically experienced increased customer traffic during the holiday season and its increased marketing efforts during the holiday season have historically resulted in sales and net earnings generated in the fourth quarter that are significantly larger as compared to the other three quarters.  We do not currently know whether this trend will continue in the current year’s fourth quarter given the change in promotional strategy.  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.

29

Results of Operations

For the Three Months Ended October 31, 2015 Compared to the Three Months Ended November 1, 2014

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)
	October 31,		November 1,
	2015		2014
Net sales:
Retail clothing product	71.2	%	71.2	%
Rental services	15.3		14.9
Alteration and other services	6.1		5.8
Total retail sales	92.6		92.0
Corporate apparel clothing product	7.4		8.0
Total net sales	100.0	%	100.0	%
Cost of sales (2):
Retail clothing product	44.5		45.3
Rental services	16.2		25.3
Alteration and other services	68.3		71.5
Occupancy costs	14.3		14.0
Total retail cost of sales	55.7		57.7
Corporate apparel clothing product	71.5		68.7
Total cost of sales	56.9		58.6
Gross margin (2):
Retail clothing product	55.5		54.7
Rental services	83.8		74.7
Alteration and other services	31.7		28.6
Occupancy costs	(14.3	)	(14.0	)
Total retail gross margin	44.3		42.3
Corporate apparel clothing product	28.5		31.3
Total gross margin	43.1		41.5
Advertising expense	5.5		4.7
Selling, general and administrative expenses	31.3		31.7
Tradename impairment charge	10.4		—
Operating (loss) income	(4.2	)	5.1
Interest income	0.0		0.0
Interest expense	(3.1	)	(2.8	)
(Loss) earnings before income taxes	(7.3	)	2.3
(Benefit) provision for income taxes	(4.1	)	1.5
Net (loss) earnings including non-controlling interest	(3.1	)	0.8
Net earnings attributable to non-controlling interest	—		0.0
Net (loss) earnings attributable to common shareholders	(3.1	)%	0.8	%

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

(2)Calculated as a percentage of related sales.

30

Net Sales

Total net sales decreased $25.2 million, or 2.8%, to $865.4 million for the third quarter of 2015 as compared to the third quarter of 2014.

Total retail sales decreased $17.8 million, or 2.2%, to $801.4 million for the third quarter of 2015 as compared to the third quarter of 2014 primarily due to a decrease in clothing product sales at Jos. A. Bank and unfavorable currency fluctuations at our Canadian operations, partially offset by increased sales at Men’s Wearhouse.  The net decrease is attributable to the following:

(in millions)			Amount Attributed to
$	21.6		5.3% increase in comparable sales at Men’s Wearhouse.
(31.0		)	14.6% decrease in comparable sales at Jos. A. Bank.
2.5			3.7% increase in comparable sales at K&G.
(3.0		)	5.4% decrease in comparable sales at Moores(1).
5.5			Increase from net sales of stores opened in 2014, relocated stores and expanded stores not yet included in comparable sales.
5.0			Increase in net sales from new stores opened in 2015.
(9.4		)	Decrease in net sales resulting from closed stores.
(11.0		)	Decrease in net sales resulting from change in U.S./Canadian dollar exchange rate.
2.0			Other.
$	(17.8	)	Decrease in total retail sales.

(1)Comparable sales percentages for Moores are calculated using Canadian dollars.

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.  We operate our business using an omnichannel approach and do not differentiate e-commerce sales from our other channels.

The increase at Men’s Wearhouse resulted primarily from increased average transactions per store that more than offset decreased units sold per transaction while average unit retails (net selling prices) were flat.  The decrease at Jos. A. Bank resulted primarily from decreased average transactions per store partially offset by increased units sold per transaction. The increase at K&G resulted from increased average transactions per store and average unit retails while units sold per transaction were flat. The decrease at Moores resulted from decreased average transactions per store, units sold per transaction and average unit retails, driven by macroeconomic conditions in Canada.  At Men’s Wearhouse, rental service comparable sales increased 0.7% due to an increase in rental rates partially offset by a decrease in unit rentals.

Total corporate apparel clothing product sales decreased $7.4 million for the third quarter of 2015 as compared to the third quarter of 2014.  UK corporate apparel sales decreased $6.3 million due mainly to the impact of a weaker pound Sterling this year compared to last year as well as lower sales from existing customer programs.  U.S. corporate apparel sales decreased $1.1 million primarily due to lower sales from existing customer programs.

Gross Margin

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 rental services gross margin but are included in SG&A expenses.

Our total gross margin increased $3.8 million, or 1.0%, to $373.0 million in the third quarter of 2015 as compared to the third quarter of 2014.  During the third quarter of 2014, $11.8 million of an inventory valuation step up for Jos. A. Bank and a $10.6 million charge to rationalize our rental inventory to allow for more productive rental styles were recognized and negatively impacted last year’s gross margin results.

31

Total retail segment gross margin increased $7.9 million, or 2.3%, from the same prior year quarter to $354.7 million in the third quarter of 2015.  As a percentage of related sales, retail segment gross margin increased from 42.3% in the third quarter of 2014 to 44.3% in the third quarter of 2015 driven primarily by an increase in the rental services gross margin rate as last year’s rate was impacted by the $10.6 million charge to rationalize our rental inventory as well as a higher retail clothing product gross margin rate, which was impacted last year by the inventory step up at Jos. A. Bank.  However, during the third quarter of 2015, retail segment gross margin was negatively impacted by the clearance of merchandise through our e-commerce channel, primarily at Men’s Wearhouse.

Occupancy costs increased $0.3 million while occupancy costs as a percentage of retail sales, 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 14.0% to 14.3% for the third quarter of 2015 compared to the third quarter of 2014, primarily due to deleverage resulting from lower retail sales.

Corporate apparel gross margin decreased $4.1 million, or 18.4%, in the third quarter of 2015 primarily due to unfavorable currency impacts at our UK operations and changes in the sales mix.  For the corporate apparel segment, total gross margin as a percentage of related sales decreased from 31.3% in the third quarter of 2014 to 28.5% in the third quarter of 2015 primarily due to unfavorable currency impacts at our UK operations.

Advertising Expense

Advertising expense increased to $48.0 million in the third quarter of 2015 from $42.1 million in the third quarter of 2014, an increase of $5.9 million, or 14.1%.  The increase was primarily due to a shift in timing of marketing initiatives.  As a percentage of total net sales, advertising expense increased from 4.7% in the third quarter of 2014 to 5.5% in the third quarter of 2015.

Selling, General and Administrative Expenses

SG&A expenses decreased to $271.3 million in the third quarter of 2015 from $282.0 million in the third quarter of 2014, a decrease of $10.7 million, or 3.8%.  As a percentage of total net sales, these expenses decreased from 31.7% in the third quarter of 2014 to 31.3% in the third quarter of 2015.  The components of this 0.4% net decrease in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:

%		in millions			Attributed to
(1.4	)	$	(12.2	)	Decrease in acquisition, integration and other items as a percentage of sales from 1.9% in the third quarter of 2014 to 0.5% in the third quarter of 2015. For the third quarter of 2015 these costs totaled $4.8 million, related primarily to Jos. A. Bank integration and other costs, asset impairment charges, partially offset by a gain on the sale of property. For the third quarter of 2014, these costs totaled $17.0 million, related primarily to Jos. A. Bank acquisition and integration costs.
0.7		3.3			Increase in store salaries as a percentage of sales from 11.9% in the third quarter of 2014 to 12.6% in the third quarter of 2015 primarily due to deleverage resulting from lower retail sales. Store salaries on an absolute dollar basis increased $3.3 million primarily due to higher commissions at Men’s Wearhouse resulting from higher net sales.
0.3		(1.8		)	Increase in other SG&A expenses as a percentage of sales from 17.5% in the third quarter of 2014 to 17.8% in the third quarter of 2015. On an absolute dollar basis, other SG&A expenses decreased $1.8 million primarily due to decreases in non-store payroll costs, including incentive compensation, partially offset by higher benefit costs.
(0.4	)%	$	(10.7	)	Total

In the retail segment, SG&A expenses as a percentage of related net sales decreased from 32.4% in the third quarter of 2014 to 32.0% in the third quarter of 2015.  On an absolute dollar basis, retail segment SG&A expenses decreased $9.3 million primarily due to decreases in acquisition, integration and other items compared to the third quarter of 2014.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales increased from 23.2% in the third quarter of 2014 to 23.7% in the third quarter of 2015.  On an absolute dollar basis, corporate apparel segment SG&A expenses decreased $1.4 million.

32

Tradename Impairment Charge

During the third quarter, we concluded that a triggering event occurred that required an interim impairment test for the Jos. A. Bank tradename.  Based on our analysis, we concluded the Jos. A. Bank tradename was impaired and recorded a non-cash, pre-tax impairment charge of $90.1 million.  Refer to Note 12 of Notes to Condensed Consolidated Financial Statements and as previously discussed in MD&A on page 27 for additional information.

Provision for Income Tax

Our effective income tax rate decreased from 65.3% for the third quarter of 2014 to 56.8% for the third quarter of 2015 primarily due to a decrease in permanent items, consisting of non-deductible transaction costs related to the Jos. A. Bank acquisition in 2014 and the Jos. A. Bank tradename impairment charge in 2015, resulting in our effective tax rate being a benefit for the third quarter of 2015.  Furthermore, the foreign jurisdictions in which we operate had profitability which require us to provide for income tax, specifically, our operations in Canada and the United Kingdom.  For the third quarter of 2015 and 2014, the statutory tax rates in Canada and the United Kingdom were approximately 26% and 20%, respectively, which favorably impacted our effective tax rate.  For the third quarter of 2015 and 2014, tax expense for our operations in foreign jurisdictions totaled $2.8 million and $3.7 million, respectively.

Our income tax expense and effective income tax rate in future periods may be impacted by many factors, including our geographic mix of earnings and changes in tax laws.  Currently, we expect our effective tax rate in future periods to be lower than the statutory U.S. combined federal and state tax rate based on the expected geographic mix of earnings.  In addition, if there are additional impairment charges and/or our financial results in the fourth quarter of 2015 cause us to be in a cumulative 3-year loss position, we may need to establish a valuation allowance on our deferred tax assets, which could have a material impact on our financial condition and results of operations.

Net Loss Attributable to Common Shareholders

Net loss attributable to common shareholders was $27.2 million for the third quarter of 2015 compared with net earnings of $6.8 million for the third quarter of 2014.

33

For the Nine Months Ended October 31, 2015 Compared to the Nine Months Ended November 1, 2014

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

	For the Nine Months Ended (3)
	October 31,		November 1,
	2015		2014
Net sales:
Retail clothing product	72.3	%	68.8	%
Rental services	14.7		17.0
Alteration and other services	6.0		5.8
Total retail sales	93.0		91.6
Corporate apparel clothing product	7.0		8.4
Total net sales	100.0	%	100.0	%
Cost of sales (4):
Retail clothing product	44.0		45.2
Rental services	16.0		19.0
Alteration and other services	68.4		72.1
Occupancy costs	13.8		13.3
Total retail cost of sales	54.9		55.3
Corporate apparel clothing product	71.1		69.5
Total cost of sales	56.1		56.6
Gross margin (4):
Retail clothing product	56.0		54.8
Rental services	84.0		81.0
Alteration and other services	31.6		27.9
Occupancy costs	(13.8	)	(13.3	)
Total retail gross margin	45.1		44.7
Corporate apparel clothing product	28.9		30.5
Total gross margin	43.9		43.6
Advertising expense	5.4		4.7
Selling, general and administrative expenses	30.8		33.9
Tradename impairment charge	3.4		—
Operating income	4.4		5.0
Interest income	0.0		0.0
Interest expense	(3.0	)	(1.7	)
Loss on extinguishment of debt	(0.5	)	(0.1	)
Earnings before income taxes	0.9		3.2
(Benefit) provision for income taxes	(0.2	)	1.6
Net earnings including non-controlling interest	1.2		1.5
Net earnings attributable to non-controlling interest	—		0.0
Net earnings attributable to common shareholders	1.2	%	1.5	%

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

(4)Calculated as a percentage of related sales.

34

Net Sales

Total net sales increased $346.4 million, or 14.9%, to $2,670.6 million for the first nine months of 2015 as compared to the first nine months of 2014.

Total retail sales increased $355.3 million, or 16.7%, to $2,484.6 million for the first nine months of 2015 as compared to the first nine months of 2014 due mainly to $289.7 million of incremental sales from Jos. A. Bank in the first nine months of 2015 and increases in clothing product and alteration and other revenues from our other brands, partially offset by unfavorable currency fluctuations at our Canadian operations and a decrease in rental services revenue of $9.7 million.  The net increase is attributable to the following:

(in millions)			Amount Attributed to
$	289.7		Increase in net sales from Jos. A. Bank.
61.2			5.0% increase in comparable sales at Men’s Wearhouse.
14.0			6.0% increase in comparable sales at K&G.
(2.3		)	1.4% decrease in comparable sales at Moores(1).
28.1			Increase from net sales of stores opened in 2014, relocated stores and expanded stores not yet included in comparable sales(2).
7.5			Increase in net sales from new stores opened in 2015(2).
(24.2		)	Decrease in net sales resulting from closed stores.
(27.1		)	Decrease in net sales resulting from change in U.S./Canadian dollar exchange rate.
8.4			Other(2).
$	355.3		Increase in total retail sales.

(1)Comparable sales percentages for Moores are calculated using Canadian dollars.

(2)Excludes Jos. A. Bank.

Comparable sales for Men’s Wearhouse, K&G and Moores 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.  We operate our business using an omnichannel approach and do not differentiate e-commerce sales from our other channels.

The increase at Men’s Wearhouse resulted primarily from increased average unit retails and average transactions per store that more than offset a decrease in units sold per transaction. The increase at K&G resulted from increases in average transactions per store and average unit retails while units sold per transaction were flat. The decrease at Moores resulted from decreases in average transactions per store and units sold per transaction partially offset by increased average unit retails.  At Men’s Wearhouse, rental service comparable sales decreased 1.4% due to a decrease in unit rentals partially offset by an increase in rental rates.

Comparable sales for Jos. A. Bank decreased by 8.6%, and are calculated in the same manner as our other brands except that it is based on Jos. A. Bank’s entire first nine months of 2014, a portion of which was prior to the acquisition on June 18, 2014.

Total corporate apparel clothing product sales decreased $8.9 million for the first nine months of 2015 as compared to the first nine months of 2014.  UK corporate apparel sales decreased $8.3 million due to the impact of a weaker pound Sterling this year compared to last year.  U.S. corporate apparel sales decreased $0.6 million primarily due to lower sales from existing customer programs.

Gross Margin

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 rental services gross margin but are included in SG&A expenses.

Our total gross margin increased $162.1 million, or 16.0%, to $1,173.2 million in the first nine months of 2015 as compared to the first nine months of 2014.  During the first nine months of 2015 and 2014, $0.8 million and $17.6 million, respectively, of inventory valuation step up related to Jos. A. Bank were recognized and negatively impacted gross margin results. In addition, during the nine months of 2014, gross margin was impacted by a $10.6 million charge to rationalize our rental inventory to allow for more productive rental styles.

35

Total retail segment gross margin increased $167.8 million, or 17.6%, from the same prior year nine months to $1,119.4 million in the first nine months of 2015.  The dollar increase in gross margin was primarily driven by an increase of $135.7 million in gross margin generated by Jos. A. Bank.

For the retail segment, total gross margin as a percentage of related sales increased from 44.7% in the first nine months of 2014 to 45.1% in the first nine months of 2015 driven primarily by an increase in the rental services gross margin rate as last year’s rate was impacted by the $10.6 million charge to rationalize our rental inventory as well as a higher retail clothing product gross margin rate, which was also impacted last year by the inventory step up at Jos. A. Bank.

Occupancy costs increased $59.4 million primarily due to incremental Jos. A. Bank occupancy costs.  Occupancy costs as a percentage of retail sales, 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 13.3% to 13.8% for the first nine months of 2015 compared to the first nine months of 2014, primarily due to the impact of Jos A. Bank’s occupancy costs, which are higher as a percentage of sales than our other brands.

Corporate apparel gross margin decreased $5.7 million, or 9.6%, in the first nine months of 2015.  For the corporate apparel segment, total gross margin as a percentage of related sales decreased from 30.5% in the first nine months of 2014 to 28.9% in the first nine months of 2015 primarily due to changes in the sales mix as well as unfavorable currency impacts at our UK operations.

Advertising Expense

Advertising expense increased to $143.6 million in the first nine months of 2015 from $109.1 million in the first nine months of 2014, an increase of $34.6 million, or 31.7%.  The increase was primarily due to Jos. A. Bank advertising costs as well as increased advertising expense to support branding initiatives.  As a percentage of total net sales, advertising expense increased from 4.7% in the first nine months of 2014 to 5.4% in the first nine months of 2015.

Selling, General and Administrative Expenses

SG&A expenses increased to $822.5 million in the first nine months of 2015 from $786.9 million in the first nine months of 2014, an increase of $35.6 million or 4.5%.  As a percentage of total net sales, these expenses decreased from 33.9% in the first nine months of 2014 to 30.8% in the first nine months of 2015.  The components of this 3.1% net decrease in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:

%		in millions			Attributed to
(3.0	)	$	(66.9	)	Decrease in acquisition, integration and other items as a percentage of sales from 3.7% in the first nine months of 2014 to 0.7% in the first nine months of 2015. For the first nine months of 2015, these costs totaled $19.5 million related primarily to separation costs with a former executive, integration and other costs related to Jos. A. Bank and asset impairment charges, partially offset by a gain on the sale of property. For the first nine months of 2014, these costs totaled $86.4 million, related primarily to Jos. A. Bank acquisition and integration costs and other cost reduction initiatives.
0.5		53.9			Increase in store salaries as a percentage of sales from 12.0% in the first nine months of 2014 to 12.5% in the first nine months of 2015. Store salaries on an absolute dollar basis increased $53.9 million primarily due to the impact of Jos. A. Bank store salaries and higher commissions at Men’s Wearhouse resulting from higher net sales.
0.1		4.0			Increase in amortization of intangible assets as a percentage of sales from 0.3% in the first nine months of 2014 to 0.4% in the first nine months of 2015. Amortization of intangible assets on an absolute dollar basis increased $4.0 million primarily due to intangible assets recorded in connection with the Jos. A. Bank acquisition.
(0.7	)	44.6			Decrease in other SG&A expenses as a percentage of sales from 17.8% in the first nine months of 2014 to 17.1% in the first nine months of 2015. On an absolute dollar basis, other SG&A expenses increased $44.6 million primarily due to the inclusion of Jos. A. Bank’s other SG&A expenses.
(3.1	)%	$	35.6		Total

36

In the retail segment, SG&A expenses as a percentage of related net sales decreased from 34.7% in the first nine months of 2014 to 31.3% in the first nine months of 2015.  On an absolute dollar basis, retail segment SG&A expenses increased $38.5 million primarily due to operating expenses for Jos. A. Bank, partially offset by a decrease in acquisition, integration and other items compared to the first nine months of 2014.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales decreased from 25.1% in the first nine months of 2014 to 24.7% in the first nine months of 2015.  On an absolute dollar basis, corporate apparel segment SG&A expenses decreased $2.9 million mainly due to the impact of a weaker pound Sterling.

Tradename Impairment Charge

During the first nine months of 2015, we concluded that a triggering event occurred that required an interim impairment test for the Jos. A. Bank tradename.  Based on our analysis, we concluded the Jos. A. Bank tradename was impaired and recorded a non-cash pre-tax impairment charge of $90.1 million.  Refer to Note 12 of Notes to Condensed Consolidated Financial Statements and as previously discussed in MD&A on page 27 for additional information.

Interest Expense

Interest expense increased to $79.5 million in the first nine months of 2015 from $39.5 million in the first nine months of 2014, an increase of $40.0 million, or 101.4%, due to incremental interest incurred on borrowings entered into in connection with the Jos. A. Bank acquisition.

Loss on Extinguishment of Debt

During the first nine months of 2015, we recorded a loss on extinguishment of debt totaling $12.7 million consisting of the elimination of unamortized deferred financing costs and original issue discount related to the Term Loan compared with a loss on extinguishment of debt totaling $2.2 million recorded in the first nine months of 2014.

Provision for Income Tax

Our effective income tax rate decreased from 51.5% for the first nine months of 2014 to a benefit of (24.0)% for the first nine months of 2015 primarily due to the Jos. A. Bank tradename impairment charge in 2015, which generated a book loss in our U.S. entities and caused our effective tax rate to be lower than the statutory U.S. combined federal and state tax rate.  Furthermore, the foreign jurisdictions in which we operate had profitability which require us to provide for income tax, specifically, our operations in Canada and the United Kingdom.  For the first nine months of 2015 and 2014, the statutory tax rates in Canada and the United Kingdom were approximately 26% and 20%, respectively, which favorably impacted our effective tax rate.  For the first nine months of 2015 and 2014, tax expense for our operations in foreign jurisdictions totaled $8.1 million and $9.8 million, respectively.

Our income tax expense and effective income tax rate in future periods may be impacted by many factors, including our geographic mix of earnings and changes in tax laws.  Currently, we expect our effective tax rate in future periods to be lower than the statutory United States combined federal and state tax rate based on the expected geographic mix of earnings.  if there are additional impairment charges and/or our financial results in the fourth quarter of 2015 cause us to be in a cumulative 3-year loss position, we may need to establish a valuation allowance on our deferred tax assets, which could have a material impact on our financial condition and results of operations.

Net Earnings Attributable to Common Shareholders

Net earnings attributable to common shareholders were $31.0 million for the first nine months of 2015 compared with net earnings of $35.5 million for the first nine months of 2014.

37

Liquidity and Capital Resources

At October 31, 2015, November 1, 2014 and January 31, 2015, cash and cash equivalents totaled $53.7 million, $64.7 million and $62.3 million, respectively, and working capital totaled $829.1 million, $766.7 million and $752.3 million, respectively.  Our primary sources of working capital are cash flows from operations and available borrowings under our financing arrangements, as described below.

On June 18, 2014, we entered into a term loan credit agreement that provides for a senior secured term loan in the aggregate principal amount of $1.1 billion (the “Term Loan”) and a $500.0 million asset-based revolving credit agreement (the “ABL Facility”, and together with the Term Loan, the “Credit Facilities”) with certain of our U.S. subsidiaries and Moores the Suit People Inc., one of our Canadian subsidiaries, as co-borrowers.  In addition, on June 18, 2014, we issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the “Senior Notes”).

The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios, as well as a restriction on our ability to pay dividends on our common stock in excess of $10.0 million per quarter.  Since entering into these financing arrangements and as of October 31, 2015, our total leverage ratio and secured leverage ratio were above the maximums specified in the agreements, which was anticipated when we entered into these arrangements.  As a result, we are currently subject to certain additional restrictions, including limitations on our ability to make acquisitions and incur additional indebtedness.

The Term Loan is guaranteed, jointly and severally, by certain of our U.S. subsidiaries and will mature on June 18, 2021.  The interest rate on the Term Loan is based on 3-month LIBOR, which was approximately 0.33% at October 31, 2015.  However, the Term Loan interest rate is subject to a LIBOR floor of 1% per annum, plus the applicable margin which is currently 3.50%, resulting in a total interest rate of 4.50%.  In January 2015, we entered into an interest rate swap agreement to swap variable-rate interest payments for fixed-rate interest payments on a notional amount of $520.0 million, effective in February 2015.  The interest rate swap agreement matures in August 2018 and has periodic interest settlements.  Under this interest rate swap agreement, we receive a floating rate based on 3-month LIBOR and pay a fixed rate of 5.03% (including the applicable margin of 3.50%) on the outstanding notional amount.

On April 7, 2015, we entered into Incremental Facility Agreement No. 1 (the “Incremental Agreement”) resulting in a refinancing of $400.0 million aggregate principal amount of our Term Loan from a variable rate to a fixed rate of 5.0% per annum.  The Incremental Agreement did not impact the total amount borrowed under the Term Loan, the maturity date of the Term Loan of June 18, 2021, or collateral and guarantees under the existing Term Loan.

As a result of the interest rate swap and the Incremental Agreement, we have converted a majority of the variable interest rate under the Term Loan to a fixed rate and, as of October 31, 2015, the Term Loan had a weighted average interest rate of 4.92%.

The ABL Facility provides for a senior secured asset-based revolving credit facility of $500.0 million, with possible future increases to $650.0 million with an expansion feature, which matures on June 18, 2019, and is guaranteed, jointly and severally, by certain of our U.S. subsidiaries.  The ABL Facility has several borrowing and interest rate options including the following indices:  (i) adjusted LIBOR, (ii) Canadian Dollar Offered Rate, (iii) Canadian prime rate or (iv) alternate base rate (equal to the greater of the prime rate, the federal funds effective rate plus 0.5% or adjusted LIBOR for a one-month period plus 1.0%).  Advances under the ABL Facility bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 2.00%.  The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.50% to 2.00%, and a fee on unused commitments which ranges from 0.25% to 0.375%.

The obligations under the Credit Facilities are secured on a senior basis by a first priority lien on substantially all of the assets of the Company, certain of its U.S. subsidiaries and, in the case of the ABL Facility, Moores The Suit People Inc. The Credit Facilities and the related guarantees and security interests granted thereunder are senior secured obligations of, and will rank equally with all present and future senior indebtedness of the Company, the co-borrowers and the respective guarantors.

The indenture governing the Senior Notes contains customary non-financial covenants and the Senior Notes are guaranteed, jointly and severally, on an unsecured basis by certain of our U.S. subsidiaries.  The Senior Notes will mature on July 1, 2022.  Interest on the Senior Notes is payable on January 1 and July 1 of each year.

38

We may redeem some or all of the Senior Notes at any time on or after July 1, 2017 at the redemption prices set forth in the indenture governing the Senior Notes.  At any time prior to July 1, 2017, we will have the option to redeem some or all of the Senior Notes at a redemption price of 100% of the principal amount of the Senior Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the date of redemption.  We may also redeem up to a maximum of 35% of the original aggregate principal amount of the Senior Notes with the proceeds of certain equity offerings prior to July 1, 2017 at a redemption price of 107% of the principal amount of the Senior Notes plus accrued and unpaid interest, if any.  Upon the occurrence of certain specific changes of control, we may be required to offer to purchase the Senior Notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase.

We had entered into a registration rights agreement regarding the Senior Notes pursuant to which we agreed, among other things, to use our commercially reasonable efforts to consummate an exchange offer of the Senior Notes for substantially identical notes registered under the Securities Act of 1933, as amended, on or before July 13, 2015.  On June 24, 2015, the exchange offer was completed.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  Except for letters of credit totaling approximately $25.7 million issued and outstanding, no amounts were drawn on the ABL Facility as of October 31, 2015 and we have approximately $436.5 million of borrowing availability under the ABL Facility as of October 31, 2015.

Cash Flow Activities

Operating activities — Net cash provided by operating activities was $112.2 million and $59.0 million for the first nine months of 2015 and 2014, respectively.  The $53.2 million increase was driven by an increase in net earnings adjusted for the non-cash tradename impairment charge, a decrease in inventory purchases driven by the rollout of Joseph Abboud merchandise in the prior year, and changes in credit card receivables.  These favorable impacts were partially offset by fluctuations in accounts payable, accrued expenses and other current liabilities, primarily driven by accrued Jos. A. Bank transaction costs in the prior year, as well as, increased purchases of rental product.

Investing activities — Net cash used in investing activities was $83.8 million and $1,563.6 million for the first nine months of 2015 and 2014, respectively.  The $1,479.8 million decrease was driven by last year’s acquisition of Jos. A. Bank partially offset by an increase in capital expenditures for new store openings, remodels and/or relocations and investments related to the integration of Jos. A. Bank.

Financing activities — Net cash used in financing activities was $37.3 million for the first nine months of 2015 compared to net cash provided by financing activities of $1,511.4 million for the first nine months of 2014.  The $1,548.7 million change in our financing activities was primarily driven by last year’s proceeds on our Term Loan and issuance of Senior Notes.

Share repurchase program — In March 2013, the Board of Directors (the “Board”) approved a $200.0 million share repurchase program for our common stock, which amended and replaced our then existing share repurchase program authorized by the Board in January 2011.  At January 31, 2015, the remaining balance available under the Board’s March 2013 authorization was $48.0 million.  During the first nine months of 2015 and 2014, no shares were repurchased in open market transactions under the Board’s March 2013 authorization.

Dividends — Cash dividends paid were approximately $26.3 million and $26.1 million for the first nine months of 2015 and 2014, respectively.  During each of the quarters ended October 31, 2015 and November 1, 2014, we declared quarterly dividends of $0.18 per share.

Future Sources and Uses of Cash

Our primary uses of cash are to finance working capital requirements of our operations and to repay our indebtedness.  In addition, we will use cash to fund capital expenditures, income taxes, integration costs associated with Jos. A. Bank, dividend payments, operating leases and various other commitments and obligations, as they arise.

39

Capital expenditures are anticipated to be in the range of $120.0 to $130.0 million for 2015.  This amount includes the anticipated costs to open approximately 20 Men’s Wearhouse stores, six to nine Jos. A. Bank stores and two Moores stores and to expand and/or relocate approximately 12 existing Men’s Wearhouse stores, two existing Jos. A. Bank stores and one existing Moores stores.  During the first nine months of 2015, we opened 32 stores/tuxedo shops (12 Men’s Wearhouse stores, 12 tuxedo shops within Macy’s, six Jos. A. Bank stores, one Joseph Abboud store and one Moores store).  Capital expenditures for 2015 will also include integration projects for Jos. A. Bank, point-of-sale and other computer equipment and systems, store remodeling, distribution 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 and the timing of our Jos. A. Bank integration projects, as well as on industry trends consistent with our anticipated operating plans.

Additionally, market conditions may produce attractive opportunities for us to make 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 Facilities and issuances of debt or equity securities, to take advantage of any acquisition opportunities.

Current and future domestic and global economic conditions 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, our existing cash and cash flows from operations and availability under our ABL Facility will be sufficient to fund our operating cash requirements, repayment of our indebtedness, planned store openings, relocations and remodels, other capital expenditures and integration costs associated with Jos. A. Bank.

Contractual Obligations

There have been no material changes to our contractual obligations as discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements requires the appropriate application of accounting policies in accordance with generally accepted accounting principles.  In many instances, this also requires management to make estimates and assumptions about future events that affect the amounts and disclosures included in our financial statements.

We base our estimates on historical experience and various assumptions that we believe are reasonable under our current business model.  However, because future events and conditions and their effects cannot be determined with certainty, actual results will differ from our estimates and such differences could be material to our financial statements.  There have been no significant changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 except for the update below to regarding goodwill and other indefinite-lived intangible assets.

Goodwill and Other Indefinite-Lived Intangible Assets

The annual assessment of goodwill for 2014 was performed during the fourth quarter of 2014 (the “2014 Valuation”). As disclosed in our Form 10-K for the fiscal year ended January 31, 2015, with the exception of the Jos. A. Bank reporting unit, all of our other reporting units had fair values that significantly exceeded their carrying values.  In addition, the fair value of all of our reporting units reasonably reconciled to our market capitalization, taking into account observable control premiums.  As of the 2014 Valuation, the percentage by which the fair value of the Jos. A. Bank reporting unit exceeded its carrying value was approximately 13%.

Management judgment is a significant factor in the goodwill impairment evaluation process. The computations require management to make estimates and assumptions. Actual values may differ significantly from these judgments, particularly if there are significant adverse changes in the operating environment for our reporting units.  Critical assumptions used to estimate the fair value of a reporting unit include the timing and estimates of future cash flows of the reporting unit and selection of an appropriate discount rate.

40

To estimate the future cash flows of a reporting unit, management uses estimates of economic and market conditions over the projected period, including growth rates in revenue, gross margin and expense. The cash flows are based on our current business operating plans and various growth rates have been assumed for years beyond the current business plan period.

Management uses a weighted-average cost of capital analysis to determine an appropriate discount rate, which is used in the estimate of the fair value of a reporting unit. The discount rate is affected by changes in short-term interest rates and long-term yield as well as variances in the typical capital structure of marketplace participants. For the 2014 Valuation, the weighted-average cost of capital used to discount the cash flows for the Jos. A. Bank reporting unit was 11.0%.

For the nine months ended October 31, 2015, Jos. A. Bank experienced a decrease in sales and profitability, which were significantly below our expectations. Also, we expect the comparable sales decrease to accelerate in the fourth quarter of 2015 resulting from both a decline in traffic and a previously expected decline in units per transaction as customers adapt to the shift in promotional strategy.  Several factors could impact the estimated fair value of the Jos. A. Bank reporting unit including, but not limited to:  (i) additional information obtained from customers’ reaction to the shift in promotional strategy, (ii) modifications to our Jos. A. Bank real estate strategy, (iii) our inability to realize higher gross margins to offset the expected decline in revenues and (iv) an increase in the discount rate.  Furthermore, our market capitalization significantly decreased since the 2014 Valuation.  Given the relatively small excess of fair value over carrying value as of the 2014 Valuation, if we determine we are not likely to meet our projections of future cash flows or if our market capitalization remains at current levels, among other factors, it is possible our annual impairment test in the fourth quarter of 2015 could result in a material impairment of the Jos. A. Bank goodwill.  As of October 31, 2015, goodwill associated with the Jos. A. Bank reporting unit totaled $769.0 million.

As it relates to estimating the fair value of the Jos. A. Bank tradename, management uses a relief from royalty method, which calculates the present value of savings resulting from the right to sell products without having to pay a royalty fee. Critical assumptions that are used in this method include future sales projections, an estimated royalty rate and a discount rate. Although we recorded an impairment charge of $90.1 million on the Jos. A. Bank tradename asset, should the downward revenue trend accelerate during the fourth quarter of 2015 from what we expect or if other valuation inputs such as the royalty rate or discount rate change, it is possible our annual impairment test in the fourth quarter of 2015 could result in an additional impairment charge for the Jos. A. Bank tradename.  As of October 31, 2015, after giving effect to the impairment charge, the book value of the Jos. A. Bank tradename was $449.0 million.

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.

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 portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts.

As the foreign exchange forward contracts are with financial institutions, we are exposed to credit risk in the event of nonperformance by these parties but due to the creditworthiness of these major financial institutions, full performance is anticipated.

As discussed in Note 4 and Note 13 of the Notes to the Condensed Consolidated Financial Statements, we have undertaken steps to mitigate our exposure to changes in interest rates on our indebtedness.  As of October 31, 2015, 88% of our total debt was at a fixed rate with the remainder at a variable rate.  In addition, due to the existence of a LIBOR floor of 1% per annum on the portion of our debt subject to a variable rate, we believe our interest rate risk is substantially mitigated.  At October 31, 2015, the effect of one percentage point change in interest rates would result in an approximate $2.0 million change in annual interest expense on our Term Loan.

41

ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal third quarter ended October 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

On June 18, 2014, we acquired Jos. A. Bank.  We excluded the operations of Jos. A. Bank from the scope of our Sarbanes-Oxley Section 404 report on internal controls for the year ended January 31, 2015.  We are in the process of implementing our internal control structure over the acquired operations and expect this effort will be completed in fiscal 2015.

In 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued an updated version of its Internal Control — Integrated Framework, referred to as the 2013 COSO Framework to replace the 1992 Framework.  Management’s assessment of the overall effectiveness of our internal controls over financial reporting for the year ending January 30, 2016 will be based on the 2013 COSO Framework and we do not expect the change to materially impact our overall control structure over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

For a description of our legal proceedings, see Note 16 of the Notes to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

ITEM 1A — RISK FACTORS

For a more detailed explanation of the factors affecting our business, please refer to the Risk Factors section in the Form 10-K for the fiscal year ended January 31, 2015.  Except as described in Part 1A of our Quarterly Report on Form 10-Q for the quarterly periods ended May 2, 2015 and August 1, 2015 and which are incorporated herein, there has not been a material change to the risk factors set forth in the Form 10-K for the fiscal year ended January 31, 2015, except for the following risk factor which has been updated as shown below:

We could incur losses due to impairment in the carrying value of our goodwill or indefinite-lived intangible assets.

Under generally accepted accounting principles, we review our goodwill and indefinite-lived intangible assets for impairment at least annually and when circumstances suggest that there may be an impairment.  Based on Jos. A. Bank’s results in the third quarter of 2015 as well as the recent significant decline in our market capitalization, we concluded that a triggering event occurred that required an interim impairment test on goodwill and the Jos. A. Bank indefinite-lived tradename asset.  Based on our analyses, as of October 31, 2015, we concluded that our goodwill was not impaired, but that the Jos. A. Bank tradename was impaired, resulting in a non-cash impairment charge of $90.1 million.  If we determine we are not likely to meet our projections of future cash flows or if our market capitalization remains at current levels, among other factors, it is possible our annual impairment tests in the fourth quarter of 2015 could result in a material impairment of the Jos. A. Bank goodwill and an additional impairment of its tradename. The amount of any impairment could be significant and could have a material adverse effect on our financial position or results of operations.

ITEM 6 — EXHIBITS

Exhibits filed with this quarterly report on Form 10-Q are incorporated herein by reference as set forth in the Index to Exhibits on page 44.

42

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: December 10, 2015	THE MEN’S WEARHOUSE, INC.
	By	/s/ JON W. KIMMINS
	Jon W. Kimmins
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

43

EXHIBIT INDEX

Exhibit Number		Exhibit Index
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 nine months ended October 31, 2015, formatted in XBRL (Extensible Business Reporting Language) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of (Loss) Earnings; (iii) the Condensed Consolidated Statements of Comprehensive (Loss) 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.

44

EX-31.1

Exhibit 31.1

Certifications

I, Douglas S. Ewert, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: December 10, 2015
	By	/s/ DOUGLAS S. EWERT
	Douglas S. Ewert
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, Jon W. Kimmins, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: December 10, 2015
	By	/s/ JON W. KIMMINS
	Jon W. Kimmins
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

EX-32.1

Exhibit 32.1

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

Not Filed Pursuant to the Securities Exchange Act of 1934

In connection with the Quarterly Report of The Men’s Wearhouse, Inc. (the “Company”) on Form 10-Q for the period ending October 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas S. Ewert, Chief Executive Officer of the Company, certify, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: December 10, 2015
	By	/s/ DOUGLAS S. EWERT
	Douglas S. Ewert
	Chief Executive Officer

EX-32.2

Exhibit 32.2

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

Not Filed Pursuant to the Securities Exchange Act of 1934

In connection with the Quarterly Report of The Men’s Wearhouse, Inc. (the “Company”) on Form 10-Q for the period ending October 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon W. Kimmins, Chief Financial Officer of the Company, certify, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: December 10, 2015
	By	/s/ JON W. KIMMINS
	Jon W. Kimmins
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

XML

(Loss) Earnings per Share (Details 2) - shares shares in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Stock Options
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share
Anti-dilutive shares of common stock excluded from the calculation of diluted (loss) earnings per common share (in shares)	0.4	0.2	0.3	0.2

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014
Fair Value of Financial Instruments
Long-term debt, Carrying Amount	$ 1,656,206	$ 1,648,686	$ 1,649,606
Level 1
Fair Value of Financial Instruments
Long-term debt, Estimated Fair Value	$ 1,711,104
Level 2
Fair Value of Financial Instruments
Long-term debt, Estimated Fair Value		$ 1,706,546	$ 1,718,902

XML

Share-Based Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Share-based compensation
Share-based compensation expense	$ 4.2	$ 4.3	$ 12.6	$ 12.3
Non-Vested Deferred Stock Units and Restricted Stock Shares
Unrecognized compensation cost
Unrecognized compensation cost	$ 22.3		$ 22.3
Compensation recognition period			1 year 8 months 12 days
DSUs
Additional information
Shares relinquished for tax withholding			86,035
Vesting period			3 years
Time-Based DSUs
Shares
Non-Vested at the beginning of the period (in shares)			378,518
Granted (in shares)			360,967
Vested (in shares)			(231,764)
Forfeited (in shares)			(19,552)
Non-Vested at the end of the period (in shares)	488,169		488,169
Weighted-Average Grant-Date Fair Value
Non-Vested at the beginning of the period (in dollars per share)			$ 42.67
Granted (in dollars per share)			52.60
Vested (in dollars per share)			43.69
Forfeited (in dollars per share)			40.17
Non-Vested at the end of the period (in dollars per share)	$ 49.63		$ 49.63
Time-Based DSUs | Awards granted prior to April 3, 2013
Shares
Non-Vested at the end of the period (in shares)	17,576		17,576
Performance-Based DSUs, including performance units
Shares
Non-Vested at the beginning of the period (in shares)			170,789
Granted (in shares)			36,844
Vested (in shares)			(18,977)
Forfeited (in shares)			(20,000)
Non-Vested at the end of the period (in shares)	168,656		168,656
Weighted-Average Grant-Date Fair Value
Non-Vested at the beginning of the period (in dollars per share)			$ 43.94
Granted (in dollars per share)			57.32
Vested (in dollars per share)			46.41
Forfeited (in dollars per share)			33.09
Non-Vested at the end of the period (in dollars per share)	$ 47.87		$ 47.87
Performance-based DSUs
Shares
Granted (in shares)			22,645
Additional information
Number of shares of common stock received for each performance share			1
Performance-based DSUs | Granted in April 2014
Additional information
Number of shares of common stock received for each performance share			1
Vesting period			1 year
Performance units
Shares
Granted (in shares)			14,199
Performance units | Maximum
Additional information
Number of shares of common stock received for each performance share			2.25
Restricted Stock
Shares
Non-Vested at the beginning of the period (in shares)			67,790
Granted (in shares)			12,425
Vested (in shares)			(44,398)
Forfeited (in shares)			(19,360)
Non-Vested at the end of the period (in shares)	16,457		16,457
Weighted-Average Grant-Date Fair Value
Non-Vested at the beginning of the period (in dollars per share)			$ 37.05
Granted (in dollars per share)			50.31
Vested (in dollars per share)			40.25
Forfeited (in dollars per share)			27.77
Non-Vested at the end of the period (in dollars per share)	$ 49.37		$ 49.37

XML

Fair Value Measurements (Details 2) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 31, 2015	Oct. 31, 2015
Assets and Liabilities that are Measured at Fair Value on a Non-Recurring Basis
Tradename impairment charge	$ 90,100	$ 90,100
Non-Recurring | Level 3
Assets and Liabilities that are Measured at Fair Value on a Non-Recurring Basis
Tradename impairment charge	$ 90,100

XML

Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	$ 969,789
Balance at the end of the period	985,383	$ 1,035,720
Accumulated Other Comprehensive Income (Loss)
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	(5,671)	27,311
Other comprehensive loss before reclassifications	(1,112)	(6,881)
Amounts reclassified from accumulated other comprehensive loss	427	399
Net current-period other comprehensive (loss) income	(685)	(6,482)
Balance at the end of the period	(6,356)	20,829
Foreign Currency Translation
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	(4,232)	27,710
Other comprehensive loss before reclassifications	(378)	(6,881)
Net current-period other comprehensive (loss) income	(378)	(6,881)
Balance at the end of the period	(4,610)	20,829
Interest Rate Swap
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	(1,665)	(399)
Other comprehensive loss before reclassifications	(734)
Amounts reclassified from accumulated other comprehensive loss	427	399
Net current-period other comprehensive (loss) income	(307)	$ 399
Balance at the end of the period	(1,972)
Pension Plan
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	226
Balance at the end of the period	$ 226

XML

Fair Value Measurements (Tables)

9 Months Ended

Oct. 31, 2015

Fair Value Measurements

Schedule of fair value and carrying value of long-term debt

The table below shows the fair value and carrying value of our long-term debt, including current maturities (in thousands):

	October 31, 2015		November 1, 2014		January 31, 2015
	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Long-term debt, net	1,656,206	1,711,104	1,649,606	1,718,902	1,648,686	1,706,546

XML

Segment Reporting (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Net sales:
Total net sales	$ 865,446	$ 890,637	$ 2,670,609	$ 2,324,189
Retail Segment
Net sales:
Total net sales	801,387	819,162	2,484,571	2,129,233
Retail Segment | MW
Net sales:
Total net sales	465,396	436,107	1,391,782	1,307,417
Retail Segment | Jos. A. Bank
Net sales:
Total net sales	198,936	233,313	636,704	347,005
Retail Segment | K&G
Net sales:
Total net sales	72,733	72,835	257,448	251,474
Retail Segment | Moores
Net sales:
Total net sales	55,862	68,724	173,281	199,302
Retail Segment | MW Cleaners
Net sales:
Total net sales	8,460	8,183	25,356	24,035
Corporate Apparel Segment
Net sales:
Total net sales	64,059	71,475	186,038	194,956
Corporate Apparel Segment | Dimensions and Alexandra (UK)
Net sales:
Total net sales	53,444	59,704	155,474	163,809
Corporate Apparel Segment | Twin Hill
Net sales:
Total net sales	$ 10,615	$ 11,771	$ 30,564	$ 31,147

XML

(Loss) Earnings per Share (Tables)

9 Months Ended

Oct. 31, 2015

(Loss) Earnings per Share

Computation of basic and diluted (loss) earnings per common share allocated to common shareholders

The following table sets forth the computation of basic and diluted (loss) earnings per common share allocated to common shareholders (in thousands, except per share amounts).

	For the Three Months Ended						For the Nine Months Ended
	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Numerator
Total net (loss) earnings attributable to common shareholders	$	(27,154	)	$	6,793		$	30,994		$	35,535
Net earnings allocated to participating securities (restricted stock and deferred stock units)	—			(14		)	(31		)	(100		)
Net (loss) earnings allocated to common shareholders	$	(27,154	)	$	6,779		$	30,963		$	35,435
Denominator
Basic weighted-average common shares outstanding	48,339			48,009			48,258			47,852
Dilutive effect of share-based awards	—			245			255			272
Diluted weighted-average common shares outstanding	48,339			48,254			48,513			48,124
Net (loss) earnings per common share allocated to common shareholders:
Basic	$	(0.56	)	$	0.14		$	0.64		$	0.74
Diluted	$	(0.56	)	$	0.14		$	0.64		$	0.74

XML

Goodwill and Other Intangible Assets (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2015 USD ($)
Changes in the net carrying amount of goodwill
Balance at the beginning of the period	$ 887,936
Adjustments to purchase price allocation of acquired businesses	3,062
Translation adjustment	(7)
Balance at the end of the period	890,991
Retail Segment
Changes in the net carrying amount of goodwill
Balance at the beginning of the period	861,180
Adjustments to purchase price allocation of acquired businesses	3,062
Translation adjustment	(608)
Balance at the end of the period	863,634
Retail Segment | Jos. A. Bank
Changes in the net carrying amount of goodwill
Balance at the end of the period	769,000
Corporate Apparel Segment
Changes in the net carrying amount of goodwill
Balance at the beginning of the period	26,756
Translation adjustment	601
Balance at the end of the period	$ 27,357

XML

Supplemental Cash Flows (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Oct. 04, 2014	Oct. 31, 2015	Nov. 01, 2014	Jan. 31, 2015
Supplemental Cash Flows
Cash paid for interest		$ 61,895	$ 8,409
Cash paid for income taxes, net		32,932	32,085
Schedule of noncash investing and financing activities:
Cash dividends declared		9,028	8,882	$ 8,987
Increase in capital in excess of par due to purchase of non-controlling interest	$ 7,400		7,410
Unpaid capital expenditure purchases
Unpaid capital expenditure purchases		$ 7,300	$ 8,400

XML

Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 18, 2014	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014	Jan. 31, 2015
Fair values of the identifiable assets acquired and liabilities assumed
Goodwill		$ 890,991	$ 892,766	$ 890,991	$ 892,766	$ 887,936
Total purchase price, net of cash acquired					1,491,393
Jos. A. Bank
Acquisitions
Percentage of voting rights acquired	100.00%
Cash consideration per share (in dollars per share)	$ 65.00
Total consideration	$ 1,800,000
Integration and other costs		$ 4,700	27,300	$ 15,500	44,700
Acquisition-related costs					43,500
Fair values of the identifiable assets acquired and liabilities assumed
Cash	328,900
Accounts receivable (mainly credit card receivables)	8,300
Inventories	328,000
Other current assets	56,400
Property and equipment	165,300
Goodwill	769,000
Intangible assets	622,200
Accounts payable, accrued expenses and other current liabilities	(155,000)
Other liabilities (mainly deferred income taxes)	(302,800)
Total purchase price	1,820,300
Less: Cash acquired	(328,900)
Total purchase price, net of cash acquired	1,491,400
Unaudited pro forma consolidated financial information
Total net sales					2,668,460
Net earnings attributable to common shareholders					$ 76,349
Net earnings per common share allocated to common shareholders:
Basic (in dollars per share)					$ 1.59
Diluted (in dollars per share)					$ 1.58
Jos. A. Bank | Senior Notes
Acquisitions
Amount borrowed	600,000
Jos. A. Bank | 2014 Credit Facilities | Term Loan
Acquisitions
Amount borrowed	$ 1,100,000
Cost of sales | Jos. A. Bank
Acquisitions
Integration and other costs			$ 10,600		$ 10,600

XML

Goodwill and Other Intangible Assets (Details 3) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Intangible asset amortization expense
Pre-tax amortization expense associated with intangible assets	$ 3.4	$ 3.5	$ 10.5	$ 6.5
Pre-tax amortization expense estimated for the remainder of fiscal year 2015	3.9		3.9
Pre-tax amortization expense estimated for fiscal year 2016	13.7		13.7
Pre-tax amortization expense estimated for fiscal year 2017	13.2		13.2
Pre-tax amortization expense estimated for fiscal year 2018	12.8		12.8
Pre-tax amortization expense estimated for fiscal year 2019	$ 12.6		$ 12.6

XML

Condensed Consolidating Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014	Jun. 18, 2014	Feb. 01, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 53,654	$ 62,261	$ 64,716		$ 59,252
Accounts receivable, net	66,902	73,266	84,054
Inventories	1,060,247	938,336	1,082,354
Other current assets	168,071	169,809	107,107
Total current assets	1,348,874	1,243,672	1,338,231
Property and equipment, net	548,481	566,074	569,779
Rental product, net	147,344	132,672	129,579
Goodwill	890,991	887,936	892,766
Intangible assets, net	568,171	668,259	673,057
Other assets	8,518	9,599	10,032
TOTAL ASSETS	3,512,379	3,508,212	3,613,444
CURRENT LIABILITIES:
Accounts payable	233,520	209,867	263,645
Accrued expenses and other current liabilities	279,211	270,544	296,861
Current maturities of long-term debt	7,000	11,000	11,000
Total current liabilities	519,731	491,411	571,506
Long-term debt, net	1,649,206	1,637,686	1,638,606
Deferred taxes and other liabilities	358,059	409,326	367,612
Shareholders' equity	985,383	969,789	1,035,720
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	3,512,379	3,508,212	3,613,444
Eliminations
CURRENT ASSETS:
Accounts receivable, net	(341,560)	(405,271)	(167,378)
Total current assets	(341,560)	(405,271)	(167,378)
Investments in subsidiaries	(2,418,994)	(2,405,680)	(2,352,986)
Other assets	(42,132)	(43,032)	(69,806)
TOTAL ASSETS	(2,802,686)	(2,853,983)	(2,590,170)
CURRENT LIABILITIES:
Accounts payable	(341,560)	(405,271)	(167,378)
Total current liabilities	(341,560)	(405,271)	(167,378)
Long-term debt, net	(33,432)	(33,432)	(59,906)
Deferred taxes and other liabilities	(8,700)	(9,600)	(9,900)
Shareholders' equity	(2,418,994)	(2,405,680)	(2,352,986)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	(2,802,686)	(2,853,983)	(2,590,170)
The Men's Wearhouse Inc. | Reportable Legal Entities
CURRENT ASSETS:
Cash and cash equivalents	771	18,262	1,214		1,414
Accounts receivable, net	21,452	20,304	13,165
Inventories	252,520	285,309	161,148
Other current assets	90,352	105,507	59,408
Total current assets	365,095	429,382	234,935
Property and equipment, net	311,313	306,597	304,461
Rental product, net	121,983	107,908	97,330
Goodwill	6,159	6,159	6,159
Intangible assets, net	213	293	320
Investments in subsidiaries	2,418,994	2,405,680	2,352,986
Other assets	40,961	42,279	69,178
TOTAL ASSETS	3,264,718	3,298,298	3,065,369
CURRENT LIABILITIES:
Accounts payable	399,292	449,102	193,913
Accrued expenses and other current liabilities	146,102	145,943	105,604
Current maturities of long-term debt	7,000	11,000	11,000
Total current liabilities	552,394	606,045	310,517
Long-term debt, net	1,649,206	1,637,686	1,638,606
Deferred taxes and other liabilities	77,735	84,778	80,526
Shareholders' equity	985,383	969,789	1,035,720
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 3,264,718	3,298,298	3,065,369
Guarantor Subsidiaries
CONDENSED CONSOLIDATING BALANCE SHEET
Ownership of Guarantor subsidiaries (as a percent)	100.00%
Guarantor Subsidiaries | Reportable Legal Entities
CURRENT ASSETS:
Cash and cash equivalents	$ 2,128	4,857	8,719		16,955
Accounts receivable, net	353,807	422,930	194,027
Inventories	652,080	510,651	756,770
Other current assets	69,646	58,792	40,427
Total current assets	1,077,661	997,230	999,943
Property and equipment, net	197,503	221,454	224,315
Rental product, net	7,150	8,318	13,094
Goodwill	837,532	834,470	834,929
Intangible assets, net	546,937	645,388	648,031
Other assets	858	681	680
TOTAL ASSETS	2,667,641	2,707,541	2,720,992
CURRENT LIABILITIES:
Accounts payable	128,803	120,499	182,338
Accrued expenses and other current liabilities	111,308	101,363	161,769
Total current liabilities	240,111	221,862	344,107
Deferred taxes and other liabilities	277,783	323,376	285,293
Shareholders' equity	2,149,747	2,162,303	2,091,592
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	2,667,641	2,707,541	2,720,992
Non-Guarantor Subsidiaries | Reportable Legal Entities
CURRENT ASSETS:
Cash and cash equivalents	50,755	39,142	54,783		$ 40,883
Accounts receivable, net	33,203	35,303	44,240
Inventories	155,647	142,376	164,436
Other current assets	8,073	5,510	7,272
Total current assets	247,678	222,331	270,731
Property and equipment, net	39,665	38,023	41,003
Rental product, net	18,211	16,446	19,155
Goodwill	47,300	47,307	51,678
Intangible assets, net	21,021	22,578	24,706
Other assets	8,831	9,671	9,980
TOTAL ASSETS	382,706	356,356	417,253
CURRENT LIABILITIES:
Accounts payable	46,985	45,537	54,772
Accrued expenses and other current liabilities	21,801	23,238	29,488
Total current liabilities	68,786	68,775	84,260
Long-term debt, net	33,432	33,432	59,906
Deferred taxes and other liabilities	11,241	10,772	11,693
Shareholders' equity	269,247	243,377	261,394
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 382,706	$ 356,356	$ 417,253
Senior Notes
CONDENSED CONSOLIDATING BALANCE SHEET
Aggregate principal amount of debt issued				$ 600,000
Interest rate (as a percent)				7.00%

XML

Non-Controlling Interest (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Oct. 04, 2014	Nov. 01, 2014
Non-Controlling Interest
Interest purchased from minority interest holders (as a percent)	14.00%
Increase in capital in excess of par due to purchase of non-controlling interest	$ 7,400	$ 7,410
Cash consideration paid to former minority interest holders	$ 6,700	$ 6,651

XML

Debt

9 Months Ended

Oct. 31, 2015

Debt

Debt

4.  Debt

On June 18, 2014, we entered into a term loan credit agreement that provides for a senior secured term loan in the aggregate principal amount of $1.1 billion (the “Term Loan”) and a $500.0 million asset-based revolving credit agreement (the “ABL Facility”, and together with the Term Loan, the “Credit Facilities”) with certain of our U.S. subsidiaries and Moores the Suit People Inc., one of our Canadian subsidiaries, as co-borrowers.  Proceeds from the Term Loan were reduced by an $11.0 million original issue discount (“OID”), which is presented as a reduction of the outstanding balance on the Term Loan on the balance sheet and will be amortized to interest expense over the contractual life of the Term Loan.  In addition, on June 18, 2014, we issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the “Senior Notes”).

The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios, as well as a restriction on our ability to pay dividends on our common stock in excess of $10.0 million per quarter.  Since entering into these financing arrangements and as of October 31, 2015, our total leverage ratio and secured leverage ratio were above the maximums specified in the agreements, which was anticipated when we entered into these arrangements.  As a result, we are currently subject to certain additional restrictions, including limitations on our ability to make acquisitions and incur additional indebtedness.

We used the net proceeds from the Term Loan, the offering of the Senior Notes and the net proceeds from $340.0 million drawn on the ABL Facility to pay the approximately $1.8 billion purchase price for the acquisition of Jos. A. Bank and to repay all of our obligations under our Third Amended and Restated Credit Agreement, dated as of April 12, 2013 (as amended, the “Previous Credit Agreement”), including $95.0 million outstanding under the Previous Credit Agreement as well as settlement of the then existing interest rate swap.

Credit Facilities

The Term Loan is guaranteed, jointly and severally, by certain of our U.S. subsidiaries and will mature on June 18, 2021.  The interest rate on the Term Loan is based on 3-month LIBOR, which was approximately 0.33% at October 31, 2015.    However, the Term Loan interest rate is subject to a LIBOR floor of 1% per annum, plus the applicable margin which is currently 3.50%, resulting in a total interest rate of 4.50%.  In January 2015, we entered into an interest rate swap agreement to swap variable-rate interest payments for fixed-rate interest payments on a notional amount of $520.0 million, effective in February 2015.  The interest rate swap agreement matures in August 2018 and has periodic interest settlements.  Under this interest rate swap agreement, we receive a floating rate based on 3-month LIBOR and pay a fixed rate of 5.03% (including the applicable margin of 3.50%) on the outstanding notional amount.

On April 7, 2015, we entered into Incremental Facility Agreement No. 1 (the “Incremental Agreement”) resulting in a refinancing of $400.0 million aggregate principal amount of the Term Loan from a variable rate to a fixed rate of 5.0% per annum.  The Incremental Agreement did not impact the total amount borrowed under the Term Loan, the maturity date of the Term Loan of June 18, 2021, or collateral and guarantees under the Term Loan.  In connection with the Incremental Agreement, we incurred deferred financing costs of $3.6 million, which will be amortized over the life of the remaining term using the interest method.  In addition, as a result of entering into the Incremental Agreement, we recorded a loss on extinguishment of debt totaling $12.7 million consisting of the elimination of unamortized deferred financing costs and OID related to the Term Loan, which is included as a separate line in the condensed consolidated statement of (loss) earnings.

As a result of the interest rate swap and the Incremental Agreement, we have converted a majority of the variable interest rate under the Term Loan to a fixed rate and, as of October 31, 2015, the Term Loan had a weighted average interest rate of 4.92%.

The ABL Facility provides for a senior secured asset-based revolving credit facility of $500.0 million, with possible future increases to $650.0 million with an expansion feature, which matures on June 18, 2019, and is guaranteed, jointly and severally, by certain of our U.S. subsidiaries.  The ABL Facility has several borrowing and interest rate options including the following indices:  (i) adjusted LIBOR, (ii) Canadian Dollar Offered Rate, (iii) Canadian prime rate or (iv) alternate base rate (equal to the greater of the prime rate, the federal funds effective rate plus 0.5% or adjusted LIBOR for a one-month period plus 1.0%).  Advances under the ABL Facility bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 2.00%.  The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.50% to 2.00%, and a fee on unused commitments which ranges from 0.25% to 0.375%.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims.  Except for letters of credit totaling approximately $25.7 million issued and outstanding, no amounts were drawn on the ABL Facility as of October 31, 2015 and we have approximately $436.5 million of borrowing availability under the ABL Facility as of October 31, 2015.

Senior Notes

The Senior Notes contain customary non-financial covenants and the Senior Notes are guaranteed, jointly and severally, on an unsecured basis by certain of our U.S. subsidiaries.   The Senior Notes will mature on July 1, 2022.  Interest on the Senior Notes is payable on January 1 and July 1 of each year.

We had entered into a registration rights agreement regarding the Senior Notes pursuant to which we agreed, among other things, to use our commercially reasonable efforts to consummate an exchange offer of the Senior Notes for substantially identical notes registered under the Securities Act of 1933, as amended, on or before July 13, 2015.  On June 24, 2015, the exchange offer was completed.

Long-Term Debt

The following table provides details on our long-term debt as of October 31, 2015, November 1, 2014 and January 31, 2015 (in thousands):

	October 31, 2015			November 1, 2014			January 31, 2015
Term Loan (net of unamortized original issue discount of $5.6 million at
October 31, 2015, $10.4 million at November 1, 2014 and $10.0 million at January 31, 2015	$	1,085,392		$	1,089,589		$	1,087,232
Senior Notes	600,000			600,000			600,000
Less: Deferred financing costs related to the Term Loan and Senior Notes	(29,186		)	(39,983		)	(38,546		)
Total long-term debt, net	1,656,206			1,649,606			1,648,686
Current portion of long-term debt	(7,000		)	(11,000		)	(11,000		)
Total long-term debt, net of current portion	$	1,649,206		$	1,638,606		$	1,637,686

XML

Condensed Consolidating Information (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Net sales	$ 865,446	$ 890,637	$ 2,670,609	$ 2,324,189
Cost of sales	492,455	521,432	1,497,385	1,313,078
Total gross margin	372,991	369,205	1,173,224	1,011,111
Operating expenses	409,392	324,030	1,056,213	895,951
Operating (loss) income	(36,401)	45,175	117,011	115,160
Interest income	50	125	140	305
Interest expense	(26,457)	(25,131)	(79,475)	(39,459)
Loss on extinguishment of debt			(12,675)	(2,158)
(Loss) earnings before income taxes	(62,808)	20,169	25,001	73,848
(Benefit) provision for income taxes	(35,654)	13,168	(5,993)	38,021
(Loss) earnings before equity in net income of subsidiaries	(27,154)	7,001	30,994	35,827
Net (loss) earnings including non-controlling interest	(27,154)	7,001	30,994	35,827
Net earnings attributable to non-controlling interest		(208)		(292)
Net (loss) earnings attributable to common shareholders	(27,154)	6,793	30,994	35,535
Comprehensive income (loss)	(29,400)	(5,758)	30,309	29,053
Eliminations
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Net sales	(156,952)	(126,982)	(416,408)	(394,636)
Cost of sales	(156,952)	(126,982)	(416,408)	(394,636)
Operating expenses	(4,461)	(3,263)	(12,557)	(10,606)
Operating (loss) income	4,461	3,263	12,557	10,606
Other income and expenses, net	(4,461)	(3,263)	(12,557)	(10,606)
Interest income	(1,675)	(324)	(4,466)	(1,614)
Interest expense	1,675	324	4,466	1,614
Equity in earnings (loss) of subsidiaries	32,996	(75,661)	(5,558)	(103,336)
Net (loss) earnings including non-controlling interest		(75,661)		(103,336)
Net earnings attributable to non-controlling interest		208		292
Net (loss) earnings attributable to common shareholders	32,996	(75,453)	(5,558)	(103,044)
Comprehensive income (loss)	35,020	(62,581)	(5,180)	(96,163)
The Men's Wearhouse Inc. | Reportable Legal Entities
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Net sales	464,380	435,285	1,388,910	1,303,738
Cost of sales	241,412	344,575	701,191	774,707
Total gross margin	222,968	90,710	687,719	529,031
Operating expenses	186,467	178,233	563,251	593,263
Operating (loss) income	36,501	(87,523)	124,468	(64,232)
Other income and expenses, net	4,461	3,658	11,543	9,477
Interest income	682	329	1,831	1,314
Interest expense	(27,278)	(25,032)	(81,579)	(39,643)
Loss on extinguishment of debt			(12,675)	(2,158)
(Loss) earnings before income taxes	14,366	(108,568)	43,588	(95,242)
(Benefit) provision for income taxes	8,524	(39,908)	18,152	(27,733)
(Loss) earnings before equity in net income of subsidiaries	5,842	(68,660)	25,436	(67,509)
Equity in earnings (loss) of subsidiaries	(32,996)	75,661	5,558	103,336
Net (loss) earnings including non-controlling interest		7,001		35,827
Net earnings attributable to non-controlling interest		(208)		(292)
Net (loss) earnings attributable to common shareholders	(27,154)	6,793	30,994	35,535
Comprehensive income (loss)	(29,400)	(5,758)	30,309	29,053
Guarantor Subsidiaries | Reportable Legal Entities
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Net sales	448,712	453,905	1,369,352	1,051,976
Cost of sales	340,652	227,532	1,010,107	713,272
Total gross margin	108,060	226,373	359,245	338,704
Operating expenses	197,899	114,729	414,870	212,373
Operating (loss) income	(89,839)	111,644	(55,625)	126,331
Other income and expenses, net		(395)	1,014	1,129
Interest income	1,003	12	2,672	343
Interest expense	(579)	(40)	(1,535)	(370)
(Loss) earnings before income taxes	(89,415)	111,221	(53,474)	127,433
(Benefit) provision for income taxes	(44,859)	48,891	(32,771)	55,672
(Loss) earnings before equity in net income of subsidiaries	(44,556)	62,330	(20,703)	71,761
Net (loss) earnings including non-controlling interest		62,330		71,761
Net (loss) earnings attributable to common shareholders	(44,556)	62,330	(20,703)	71,761
Comprehensive income (loss)	(44,556)	62,330	(20,703)	71,761
Non-Guarantor Subsidiaries | Reportable Legal Entities
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Net sales	109,306	128,429	328,755	363,111
Cost of sales	67,343	76,307	202,495	219,735
Total gross margin	41,963	52,122	126,260	143,376
Operating expenses	29,487	34,331	90,649	100,921
Operating (loss) income	12,476	17,791	35,611	42,455
Interest income	40	108	103	262
Interest expense	(275)	(383)	(827)	(1,060)
(Loss) earnings before income taxes	12,241	17,516	34,887	41,657
(Benefit) provision for income taxes	681	4,185	8,626	10,082
(Loss) earnings before equity in net income of subsidiaries	11,560	13,331	26,261	31,575
Net (loss) earnings including non-controlling interest		13,331		31,575
Net earnings attributable to non-controlling interest		(208)		(292)
Net (loss) earnings attributable to common shareholders	11,560	13,123	26,261	31,283
Comprehensive income (loss)	$ 9,536	$ 251	$ 25,883	$ 24,402

XML

Inventories (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014
Inventories
Finished goods	$ 1,006,182	$ 883,323	$ 1,039,871
Raw materials and merchandise components	54,065	55,013	42,483
Total inventories	$ 1,060,247	$ 938,336	$ 1,082,354

XML

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

9 Months Ended

Oct. 31, 2015

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

Other current assets

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

	October 31, 2015		November 1, 2014		January 31, 2015
Tax receivable	$	69,830	$	26,556	$	87,916
Prepaid expenses	42,824		48,354		39,375
Current deferred tax assets	38,736		12,929		23,777
Other	16,681		19,268		18,741
Total other current assets	$	168,071	$	107,107	$	169,809

Accrued expenses and other current liabilities

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

	October 31, 2015		November 1, 2014		January 31, 2015
Accrued salary, bonus, sabbatical, vacation and other benefits	$	71,921	$	79,165	$	83,515
Unredeemed gift certificates	34,477		32,511		39,563
Sales, value added, payroll, property and other taxes payable	34,472		31,075		28,765
Accrued workers compensation and medical costs	28,408		25,331		28,814
Accrued interest	27,207		27,572		15,715
Customer deposits, prepayments and refunds payable	25,715		24,275		24,540
Cash dividends declared	9,028		8,882		8,987
Loyalty program reward certificates	8,181		8,073		6,889
Accrued royalties	6,630		8,392		2,825
Accrued strategic professional fees	1,141		12,126		7,566
Other	17,798		25,869		21,756
Total accrued expenses and other current liabilities	$	264,978	$	283,271	$	268,935

Deferred taxes and other liabilities

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

	October 31, 2015		November 1, 2014		January 31, 2015
Non-current deferred and other income tax liabilities	$	275,213	$	287,851	$	328,271
Deferred rent and landlord incentives	65,764		60,189		61,475
Unfavorable lease liabilities	9,129		12,966		12,040
Other	7,953		6,606		7,540
Total deferred taxes and other liabilities	$	358,059	$	367,612	$	409,326

XML

Inventories (Tables)

9 Months Ended

Oct. 31, 2015

Inventories

Schedule of inventories

The following table provides details on our inventories as of October 31, 2015, November 1, 2014 and January 31, 2015 (in thousands):

	October 31, 2015		November 1, 2014		January 31, 2015
Finished goods	$	1,006,182	$	1,039,871	$	883,323
Raw materials and merchandise components	54,065		42,483		55,013
Total inventories	$	1,060,247	$	1,082,354	$	938,336

XML

Segment Reporting (Details)	9 Months Ended
	Oct. 31, 2015 segment
Segment reporting
Number of reportable segments	2
Retail Segment
Segment reporting
Number of operating segments	4
Corporate Apparel Segment
Segment reporting
Number of operating segments	2

XML

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Effective income tax rate (as a percent)	56.80%	65.30%	(24.00%)	51.50%
Non-cash tradename impairment charge	$ 90,100		$ 90,100
Retail Segment | Jos. A. Bank
Non-cash tradename impairment charge	$ 90,100

XML

Accumulated Other Comprehensive (Loss) Income (Tables)

9 Months Ended

Oct. 31, 2015

Accumulated Other Comprehensive (Loss) Income

Summary of components of accumulated other comprehensive (loss) income

The following table summarizes the components of accumulated other comprehensive (loss) income for the nine months ended October 31, 2015 (in thousands and net of tax):

	Foreign Currency Translation			Interest Rate Swap			Pension Plan		Total
BALANCE — January 31, 2015	$	(4,232	)	$	(1,665	)	$	226	$	(5,671	)
Other comprehensive loss before reclassifications	(378		)	(734		)	—		(1,112		)
Amounts reclassified from accumulated other comprehensive loss	—			427			—		427
Net current-period other comprehensive loss	(378		)	(307		)	—		(685		)
BALANCE — October 31, 2015	$	(4,610	)	$	(1,972	)	$	226	$	(6,356	)

The following table summarizes the components of accumulated other comprehensive income for the nine months ended November 1, 2014 (in thousands and net of tax):

	Foreign Currency Translation			Interest Rate Swap			Pension Plan		Total
BALANCE — February 1, 2014	$	27,710		$	(399	)	$	—	$	27,311
Other comprehensive loss before reclassifications	(6,881		)	—			—		(6,881		)
Amounts reclassified from accumulated other comprehensive income	—			399			—		399
Net current-period other comprehensive (loss) income	(6,881		)	399			—		(6,482		)
BALANCE — November 1, 2014	$	20,829		$	—		$	—	$	20,829

XML

Share-Based Compensation Plans (Tables)

9 Months Ended

Oct. 31, 2015

Share-Based Compensation Plans

Summary of DSU activity

The following table summarizes the activity of time-based and performance-based awards for the nine months ended October 31, 2015:

	Units				Weighted-Average Grant-Date Fair Value
	Time- Based		Performance-Based		Time- Based		Performance- Based
Non-Vested at January 31, 2015	378,518		170,789		$	42.67	$	43.94
Granted	360,967		36,844		52.60		57.32
Vested (1)	(231,764	)	(18,977	)	43.69		46.41
Forfeited	(19,552	)	(20,000	)	40.17		33.09
Non-Vested at October 31, 2015	488,169		168,656		$	49.63	$	47.87

(1)Includes 86,035 shares relinquished for tax payments related to vested deferred stock units for the nine months ended October 31, 2015.

Summary of restricted stock activity

The following table summarizes the activity of restricted stock for the nine months ended October 31, 2015:

	Shares		Weighted- Average Grant-Date Fair Value
Non-Vested at January 31, 2015	67,790		$	37.05
Granted	12,425		50.31
Vested	(44,398	)	40.25
Forfeited	(19,360	)	27.77
Non-Vested at October 31, 2015	16,457		$	49.37

Summary of stock option activity

The following table summarizes the activity of stock options for the nine months ended October 31, 2015:

	Shares		Weighted- Average Exercise Price
Outstanding at January 31, 2015	660,283		$	38.28
Granted	41,951		57.91
Exercised	(19,617	)	33.02
Forfeited	—		—
Expired	—		—
Outstanding at October 31, 2015	682,617		$	39.64
Exercisable at October 31, 2015	301,070		$	31.83

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

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 nine months ended October 31, 2015:

	For the Nine Months Ended
	October 31, 2015
Risk-free interest rate	1.51	%
Expected lives	5.0 years
Dividend yield	1.38	%
Expected volatility	39.74	%

XML

(Loss) Earnings per Share

9 Months Ended

Oct. 31, 2015

(Loss) Earnings per Share

(Loss) Earnings per Share

3.  (Loss) Earnings per Share

Basic (loss) earnings per common share allocated to common shareholders is determined using the two-class method and is computed by dividing net (loss) earnings allocated to common shareholders by the weighted-average common shares outstanding during the period.  Diluted (loss) earnings per common share reflect the more dilutive (loss) 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 (loss) earnings per common share allocated to common shareholders (in thousands, except per share amounts). Basic and diluted (loss) earnings per common share allocated to common shareholders are computed using the actual net (loss) earnings allocated to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our condensed consolidated statement of (loss) earnings and the accompanying notes.  As a result, it may not be possible to recalculate (loss) earnings per common share allocated to common shareholders in our condensed consolidated statement of (loss) earnings and the accompanying notes.

	For the Three Months Ended						For the Nine Months Ended
	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Numerator
Total net (loss) earnings attributable to common shareholders	$	(27,154	)	$	6,793		$	30,994		$	35,535
Net earnings allocated to participating securities (restricted stock and deferred stock units)	—			(14		)	(31		)	(100		)
Net (loss) earnings allocated to common shareholders	$	(27,154	)	$	6,779		$	30,963		$	35,435
Denominator
Basic weighted-average common shares outstanding	48,339			48,009			48,258			47,852
Dilutive effect of share-based awards	—			245			255			272
Diluted weighted-average common shares outstanding	48,339			48,254			48,513			48,124
Net (loss) earnings per common share allocated to common shareholders:
Basic	$	(0.56	)	$	0.14		$	0.64		$	0.74
Diluted	$	(0.56	)	$	0.14		$	0.64		$	0.74

For the three and nine months ended October 31, 2015, 0.4 million and 0.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted (loss) earnings per common share, respectively.  For each of the three and nine months ended November 1, 2014, 0.2 million anti-dilutive shares of common stock were excluded from the calculation of diluted (loss) earnings per common share.

XML

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Oct. 31, 2015

Goodwill and Other Intangible Assets

Changes in the net carrying amount of goodwill

Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the nine months ended October 31, 2015 are as follows (in thousands):

	Retail			Corporate Apparel		Total
Balance at January 31, 2015	$	861,180		$	26,756	$	887,936
Adjustments to purchase price allocation of acquired businesses	3,062			—		3,062
Translation adjustment	(608		)	601		(7		)
Balance at October 31, 2015	$	863,634		$	27,357	$	890,991

Gross carrying amount and accumulated amortization of intangible assets

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

	October 31, 2015			November 1, 2014			January 31, 2015
Amortizable intangible assets:
Carrying amount:
Trademarks and tradenames	$	16,516		$	16,628		$	16,448
Favorable leases	24,118			24,400			24,400
Customer relationships	85,515			86,699			84,788
Total carrying amount	126,149			127,727			125,636
Accumulated amortization:
Trademarks and tradenames	(9,679		)	(9,261		)	(9,331		)
Favorable leases	(4,025		)	(1,130		)	(1,883		)
Customer relationships	(24,507		)	(14,659		)	(16,468		)
Total accumulated amortization	(38,211		)	(25,050		)	(27,682		)
Total amortizable intangible assets, net	87,938			102,677			97,954
Indefinite-lived intangible assets:
Trademarks and tradename, gross	570,333			570,380			570,305
Impairment of Jos. A. Bank tradename	(90,100		)	—			—
Trademarks and tradename, net	480,233			570,380			570,305
Total intangible assets, net	$	568,171		$	673,057		$	668,259

XML

Debt (Details) - USD ($) $ in Thousands			9 Months Ended
	Apr. 07, 2015	Jun. 18, 2014	Oct. 31, 2015	Nov. 01, 2014
Debt
Maximum quarterly dividends on common stock per debt covenants			$ 10,000
Loss on extinguishment of debt			12,675	$ 2,158
Interest rate swap.
Debt
Notional amount			$ 520,000
Fixed rate payable (as a percent)			5.03%
Applicable margin included in fixed rate (as a percent)			3.50%
Interest rate swap. | LIBOR
Debt
Period for interest rate basis for variable rate receivable			3 months
Jos. A. Bank
Debt
Purchase price for the acquisition		$ 1,800,000
Senior Notes
Debt
Aggregate principal amount of debt issued		$ 600,000
Interest rate (as a percent)		7.00%
2014 Credit Facilities | Term Loan
Debt
Aggregate principal amount of debt issued		$ 1,100,000
Total variable interest rate (as a percent)			4.50%
Portion of term loan refinanced at a fixed rate	$ 400,000
Fixed rate on refinanced amount (as a percent)			5.00%
Deferred financing costs incurred	3,600
Loss on extinguishment of debt	$ 12,700
Weighted average interest rate (as a percent)			4.92%
2014 Credit Facilities | Term Loan | LIBOR
Debt
Period for variable rate basis			3 months
Actual LIBOR rate (as a percent)			0.33%
LIBOR floor rate (as a percent)			1.00%
Base rate margin (as a percent)			3.50%
2014 Credit Facilities | ABL Facility
Debt
Credit facility		500,000	$ 500,000
Amount drawn		340,000	0
Total credit facility with expansion feature			650,000
Letters of credit issued and outstanding			25,700
Borrowings available under credit facility			$ 436,500
2014 Credit Facilities | ABL Facility | LIBOR
Debt
Period for variable rate basis			1 month
Base rate margin (as a percent)			1.00%
2014 Credit Facilities | ABL Facility | Federal funds rate
Debt
Base rate margin (as a percent)			0.50%
2014 Credit Facilities | ABL Facility | Maximum
Debt
Varying interest rate margin (as a percent)			2.00%
Fees on amounts available to be drawn (as a percent)			2.00%
Fees on unused commitments (as a percent)			0.375%
2014 Credit Facilities | ABL Facility | Minimum
Debt
Fees on amounts available to be drawn (as a percent)			1.50%
Fees on unused commitments (as a percent)			0.25%
Previous Credit Agreement
Debt
Repayment of obligations		$ 95,000

XML

Derivative Financial Instruments (Details) - Interest rate swap. $ in Millions	9 Months Ended
	Oct. 31, 2015 USD ($)
Derivative Financial Instruments
Notional amount	$ 520.0
Hedge ineffectiveness	0.0
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months	2.4
Designated as hedging instruments
Derivative Financial Instruments
Fair value of the interest rate swap	3.2
Designated as hedging instruments | Accrued expenses and other current liabilities
Derivative Financial Instruments
Derivative liability	2.4
Designated as hedging instruments | Other liabilities
Derivative Financial Instruments
Derivative liability	$ 0.8

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 53,654	$ 62,261	$ 64,716
Accounts receivable, net	66,902	73,266	84,054
Inventories	1,060,247	938,336	1,082,354
Other current assets	168,071	169,809	107,107
Total current assets	1,348,874	1,243,672	1,338,231
PROPERTY AND EQUIPMENT, net	548,481	566,074	569,779
RENTAL PRODUCT, net	147,344	132,672	129,579
GOODWILL	890,991	887,936	892,766
INTANGIBLE ASSETS, net	568,171	668,259	673,057
OTHER ASSETS	8,518	9,599	10,032
TOTAL ASSETS	3,512,379	3,508,212	3,613,444
CURRENT LIABILITIES:
Accounts payable	233,520	209,867	263,645
Accrued expenses and other current liabilities	264,978	268,935	283,271
Income taxes payable	14,233	1,609	13,590
Current maturities of long-term debt	7,000	11,000	11,000
Total current liabilities	519,731	491,411	571,506
LONG-TERM DEBT, net	1,649,206	1,637,686	1,638,606
DEFERRED TAXES AND OTHER LIABILITIES	358,059	409,326	367,612
Total liabilities	$ 2,526,996	$ 2,538,423	$ 2,577,724
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock
Common stock	$ 485	$ 482	$ 481
Capital in excess of par	452,666	440,907	435,755
Retained earnings	541,672	537,263	581,956
Accumulated other comprehensive (loss) income	(6,356)	(5,671)	20,829
Treasury stock, at cost	(3,084)	(3,192)	(3,301)
Total shareholders' equity	985,383	969,789	1,035,720
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 3,512,379	$ 3,508,212	$ 3,613,444

XML

Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014
Other current assets
Tax receivable	$ 69,830	$ 87,916	$ 26,556
Prepaid expenses	42,824	39,375	48,354
Current deferred tax assets	38,736	23,777	12,929
Other	16,681	18,741	19,268
Total other current assets	168,071	169,809	107,107
Accrued expenses and other current liabilities
Accrued salary, bonus, sabbatical, vacation and other benefits	71,921	83,515	79,165
Unredeemed gift certificates	34,477	39,563	32,511
Sales, value added, payroll, property and other taxes payable	34,472	28,765	31,075
Accrued workers compensation and medical costs	28,408	28,814	25,331
Accrued interest	27,207	15,715	27,572
Customer deposits, prepayments and refunds payable	25,715	24,540	24,275
Cash dividends declared	9,028	8,987	8,882
Loyalty program reward certificates	8,181	6,889	8,073
Accrued royalties	6,630	2,825	8,392
Accrued strategic professional fees	1,141	7,566	12,126
Other	17,798	21,756	25,869
Total accrued expenses and other current liabilities	264,978	268,935	283,271
Deferred taxes and other liabilities
Non-current deferred and other income tax liabilities	275,213	328,271	287,851
Deferred rent and landlord incentives	65,764	61,475	60,189
Unfavorable lease liabilities	9,129	12,040	12,966
Other	7,953	7,540	6,606
Total deferred taxes and other liabilities	$ 358,059	$ 409,326	$ 367,612

XML

Significant Accounting Policies

9 Months Ended

Oct. 31, 2015

Significant Accounting Policies

Significant Accounting Policies

1.  Significant Accounting Policies

Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted.  We believe 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.  Certain prior period amounts have been reclassified to conform to the current period presentation, as further described below in Recent Accounting Pronouncements.

Our business historically has been seasonal in nature and, as a result, 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 and accompanying notes included in our Annual Report on Form 10-K for the year ended January 31, 2015.

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

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) 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 — We have considered all new accounting pronouncements and have concluded there are no new pronouncements that may have a material impact on our results of operations, financial condition, or cash flows, based on current information, except for those listed below.

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet.  ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years.  The guidance may be adopted prospectively or retrospectively and early adoption is permitted.  We are currently evaluating ASU 2015-17 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value.  ASU 2015-11 applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method.  ASU 2015-11 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years.  Early adoption of ASU 2015-11 is permitted.  We are currently evaluating ASU 2015-11 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and is required to be applied retrospectively.  Early adoption is permitted and we adopted ASU 2015-03 in the second quarter of 2015.  Subsequently, in August 2015, the FASB issued No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.  ASU 2015-15 codifies the SEC’s position that it would be allowable for an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.

For the current quarter, we retrospectively adjusted our November 1, 2014 balance sheet by decreasing current assets by $5.8 million, other assets by $34.2 million and long-term debt by $40.0 million, and upon adoption, adjusted our January 31, 2015 balance sheet by decreasing current assets by $5.7 million, other assets by $32.8 million and long-term debt by $38.5 million.  In accordance with ASU 2015-15, we will continue presenting debt issuance costs for our asset-based revolving credit facility as an asset because of the potential volatility of borrowings and repayments under the facility.  The adoption of this guidance had no impact on our results of operations or cash flows.  See Note 4 for a summary of the reclassifications for all periods presented.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities.  In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09 by one year.  As a result of this deferral, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual reporting periods beginning after December 15, 2016.  The guidance allows for either a full retrospective or a modified retrospective transition method.  We are currently evaluating the impact of this guidance, including the transition method, on our financial position, results of operations and cash flows.

XML

Segment Reporting (Details 4) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Operating (loss) income by reportable segment and the reconciliation to (loss) earnings before income taxes
Operating (loss) income	$ (36,401)	$ 45,175	$ 117,011	$ 115,160
Interest income	50	125	140	305
Interest expense	(26,457)	(25,131)	(79,475)	(39,459)
Loss on extinguishment of debt			(12,675)	(2,158)
(Loss) earnings before income taxes	(62,808)	20,169	25,001	73,848
Unallocated
Operating (loss) income by reportable segment and the reconciliation to (loss) earnings before income taxes
Interest income	50	125	140	305
Interest expense	(26,457)	(25,131)	(79,475)	(39,459)
Loss on extinguishment of debt			(12,675)	(2,158)
Retail Segment
Operating (loss) income by reportable segment and the reconciliation to (loss) earnings before income taxes
Operating (loss) income	(38,971)	39,848	110,739	106,117
Corporate Apparel Segment
Operating (loss) income by reportable segment and the reconciliation to (loss) earnings before income taxes
Operating (loss) income	$ 2,570	$ 5,327	$ 6,272	$ 9,043

XML

Condensed Consolidating Information (Tables)

9 Months Ended

Oct. 31, 2015

Condensed Consolidating Information

Condensed Consolidating Balance Sheet

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

October 31, 2015

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	771	$	2,128	$	50,755	$	—		$	53,654
Accounts receivable, net	21,452		353,807		33,203		(341,560		)	66,902
Inventories	252,520		652,080		155,647		—			1,060,247
Other current assets	90,352		69,646		8,073		—			168,071
Total current assets	365,095		1,077,661		247,678		(341,560		)	1,348,874
Property and equipment, net	311,313		197,503		39,665		—			548,481
Rental product, net	121,983		7,150		18,211		—			147,344
Goodwill	6,159		837,532		47,300		—			890,991
Intangible assets, net	213		546,937		21,021		—			568,171
Investments in subsidiaries	2,418,994		—		—		(2,418,994		)	—
Other assets	40,961		858		8,831		(42,132		)	8,518
Total assets	$	3,264,718	$	2,667,641	$	382,706	$	(2,802,686	)	$	3,512,379
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	399,292	$	128,803	$	46,985	$	(341,560	)	$	233,520
Accrued expenses and other current liabilities	146,102		111,308		21,801		—			279,211
Current maturities of long-term debt	7,000		—		—		—			7,000
Total current liabilities	552,394		240,111		68,786		(341,560		)	519,731
Long-term debt, net	1,649,206		—		33,432		(33,432		)	1,649,206
Deferred taxes and other liabilities	77,735		277,783		11,241		(8,700		)	358,059
Shareholders’ equity	985,383		2,149,747		269,247		(2,418,994		)	985,383
Total liabilities and shareholders’ equity	$	3,264,718	$	2,667,641	$	382,706	$	(2,802,686	)	$	3,512,379

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

November 1, 2014

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,214	$	8,719	$	54,783	$	—		$	64,716
Accounts receivable, net	13,165		194,027		44,240		(167,378		)	84,054
Inventories	161,148		756,770		164,436		—			1,082,354
Other current assets	59,408		40,427		7,272		—			107,107
Total current assets	234,935		999,943		270,731		(167,378		)	1,338,231
Property and equipment, net	304,461		224,315		41,003		—			569,779
Rental product, net	97,330		13,094		19,155		—			129,579
Goodwill	6,159		834,929		51,678		—			892,766
Intangible assets, net	320		648,031		24,706		—			673,057
Investments in subsidiaries	2,352,986		—		—		(2,352,986		)	—
Other assets	69,178		680		9,980		(69,806		)	10,032
Total assets	$	3,065,369	$	2,720,992	$	417,253	$	(2,590,170	)	$	3,613,444
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	193,913	$	182,338	$	54,772	$	(167,378	)	$	263,645
Accrued expenses and other current liabilities	105,604		161,769		29,488		—			296,861
Current maturities of long-term debt	11,000		—		—		—			11,000
Total current liabilities	310,517		344,107		84,260		(167,378		)	571,506
Long-term debt, net	1,638,606		—		59,906		(59,906		)	1,638,606
Deferred taxes and other liabilities	80,526		285,293		11,693		(9,900		)	367,612
Shareholders’ equity	1,035,720		2,091,592		261,394		(2,352,986		)	1,035,720
Total liabilities and shareholders’ equity	$	3,065,369	$	2,720,992	$	417,253	$	(2,590,170	)	$	3,613,444

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

January 31, 2015

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	18,262	$	4,857	$	39,142	$	—		$	62,261
Accounts receivable, net	20,304		422,930		35,303		(405,271		)	73,266
Inventories	285,309		510,651		142,376		—			938,336
Other current assets	105,507		58,792		5,510		—			169,809
Total current assets	429,382		997,230		222,331		(405,271		)	1,243,672
Property and equipment, net	306,597		221,454		38,023		—			566,074
Rental product, net	107,908		8,318		16,446		—			132,672
Goodwill	6,159		834,470		47,307		—			887,936
Intangible assets, net	293		645,388		22,578		—			668,259
Investments in subsidiaries	2,405,680		—		—		(2,405,680		)	—
Other assets	42,279		681		9,671		(43,032		)	9,599
Total assets	$	3,298,298	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,508,212
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	449,102	$	120,499	$	45,537	$	(405,271	)	$	209,867
Accrued expenses and other current liabilities	145,943		101,363		23,238		—			270,544
Current maturities of long- term debt	11,000		—		—		—			11,000
Total current liabilities	606,045		221,862		68,775		(405,271		)	491,411
Long-term debt, net	1,637,686		—		33,432		(33,432		)	1,637,686
Deferred taxes and other liabilities	84,778		323,376		10,772		(9,600		)	409,326
Shareholders’ equity	969,789		2,162,303		243,377		(2,405,680		)	969,789
Total liabilities and shareholders’ equity	$	3,298,298	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,508,212

Condensed Consolidating Statement of (Loss) Earnings

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of (Loss) Earnings

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Three months ended October 31, 2015:
Net sales	$	464,380		$	448,712		$	109,306		$	(156,952	)	$	865,446
Cost of sales	241,412			340,652			67,343			(156,952		)	492,455
Gross margin	222,968			108,060			41,963			—			372,991
Operating expenses	186,467			197,899			29,487			(4,461		)	409,392
Operating income (loss)	36,501			(89,839		)	12,476			4,461			(36,401		)
Other income and expenses, net	4,461			—			—			(4,461		)	—
Interest income	682			1,003			40			(1,675		)	50
Interest expense	(27,278		)	(579		)	(275		)	1,675			(26,457		)
Earnings (loss) before income taxes	14,366			(89,415		)	12,241			—			(62,808		)
Provision (benefit) for income taxes.	8,524			(44,859		)	681			—			(35,654		)
Earnings (loss) before equity in net loss of subsidiaries	5,842			(44,556		)	11,560			—			(27,154		)
Equity in loss of subsidiaries	(32,996		)	—			—			32,996			—
Net (loss) earnings attributable to common shareholders	$	(27,154	)	$	(44,556	)	$	11,560		$	32,996		$	(27,154	)
Comprehensive (loss) income	$	(29,400	)	$	(44,556	)	$	9,536		$	35,020		$	(29,400	)
Three months ended November 1, 2014:
Net sales	$	435,285		$	453,905		$	128,429		$	(126,982	)	$	890,637
Cost of sales	344,575			227,532			76,307			(126,982		)	521,432
Gross margin	90,710			226,373			52,122			—			369,205
Operating expenses	178,233			114,729			34,331			(3,263		)	324,030
Operating (loss) income	(87,523		)	111,644			17,791			3,263			45,175
Other income and expenses, net	3,658			(395		)	—			(3,263		)	—
Interest income	329			12			108			(324		)	125
Interest expense	(25,032		)	(40		)	(383		)	324			(25,131		)
(Loss) earnings before income taxes	(108,568		)	111,221			17,516			—			20,169
(Benefit) provision for income taxes	(39,908		)	48,891			4,185			—			13,168
(Loss) earnings before equity in net income of subsidiaries	(68,660		)	62,330			13,331			—			7,001
Equity in earnings of subsidiaries	75,661			—			—			(75,661		)	—
Net earnings including non-controlling interest	7,001			62,330			13,331			(75,661		)	7,001
Net earnings attributable to non-controlling interest	(208		)	—			(208		)	208			(208		)
Net earnings attributable to common shareholders	$	6,793		$	62,330		$	13,123		$	(75,453	)	$	6,793
Comprehensive (loss) income	$	(5,758	)	$	62,330		$	251		$	(62,581	)	$	(5,758	)

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Earnings

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Nine months ended October 31, 2015:
Net sales	$	1,388,910		$	1,369,352		$	328,755		$	(416,408	)	$	2,670,609
Cost of sales	701,191			1,010,107			202,495			(416,408		)	1,497,385
Gross margin	687,719			359,245			126,260			—			1,173,224
Operating expenses	563,251			414,870			90,649			(12,557		)	1,056,213
Operating income (loss)	124,468			(55,625		)	35,611			12,557			117,011
Other income and expenses, net	11,543			1,014			—			(12,557		)	—
Interest income	1,831			2,672			103			(4,466		)	140
Interest expense	(81,579		)	(1,535		)	(827		)	4,466			(79,475		)
Loss on extinguishment of debt	(12,675		)	—			—			—			(12,675		)
Earnings (loss) before income taxes	43,588			(53,474		)	34,887			—			25,001
Provision (benefit) for income taxes	18,152			(32,771		)	8,626			—			(5,993		)
Earnings (loss) before equity in net income of subsidiaries	25,436			(20,703		)	26,261			—			30,994
Equity in earnings of subsidiaries	5,558			—			—			(5,558		)	—
Net earnings (loss) attributable to common shareholders	$	30,994		$	(20,703	)	$	26,261		$	(5,558	)	$	30,994
Comprehensive income (loss)	$	30,309		$	(20,703	)	$	25,883		$	(5,180	)	$	30,309
Nine months ended November 1, 2014:
Net sales	$	1,303,738		$	1,051,976		$	363,111		$	(394,636	)	$	2,324,189
Cost of sales	774,707			713,272			219,735			(394,636		)	1,313,078
Gross margin	529,031			338,704			143,376			—			1,011,111
Operating expenses	593,263			212,373			100,921			(10,606		)	895,951
Operating (loss) income	(64,232		)	126,331			42,455			10,606			115,160
Other income and expenses, net	9,477			1,129			—			(10,606		)	—
Interest income	1,314			343			262			(1,614		)	305
Interest expense	(39,643		)	(370		)	(1,060		)	1,614			(39,459		)
Loss on extinguishment of debt	(2,158		)	—			—			—			(2,158		)
(Loss) earnings before income taxes	(95,242		)	127,433			41,657			—			73,848
(Benefit) provision for income taxes	(27,733		)	55,672			10,082			—			38,021
(Loss) earnings before equity in net income of subsidiaries	(67,509		)	71,761			31,575			—			35,827
Equity in earnings of subsidiaries	103,336			—			—			(103,336		)	—
Net earnings including non-controlling interest	35,827			71,761			31,575			(103,336		)	35,827
Net earnings attributable to non-controlling interest	(292		)	—			(292		)	292			(292		)
Net earnings attributable to common shareholders	$	35,535		$	71,761		$	31,283		$	(103,044	)	$	35,535
Comprehensive income	$	29,053		$	71,761		$	24,402		$	(96,163	)	$	29,053

Condensed Consolidating Statement of Cash Flows

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended October 31, 2015

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	73,276		$	19,237		$	19,723		$	—	$	112,236
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(55,857		)	(22,147		)	(8,402		)	—		(86,406		)
Proceeds from sales of property and equipment	2,586			27			—			—		2,613
Net cash used in investing activities	(53,271		)	(22,120		)	(8,402		)	—		(83,793		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on new term loan	(6,250		)	—			—			—		(6,250		)
Proceeds from asset-based revolving credit facility	5,500			—			—			—		5,500
Payments on asset-based revolving credit facility	(5,500		)	—			—			—		(5,500		)
Deferred financing costs	(3,566		)	—			—			—		(3,566		)
Cash dividends paid	(26,269		)	—			—			—		(26,269		)
Proceeds from issuance of common stock	2,454			—			—			—		2,454
Tax payments related to vested deferred stock units	(4,538		)	—			—			—		(4,538		)
Excess tax benefits from share-based plans	950			154			—			—		1,104
Repurchases of common stock	(277		)	—			—			—		(277		)
Net cash (used in) provided by financing activities	(37,496		)	154			—			—		(37,342		)
Effect of exchange rate changes	—			—			292			—		292
(Decrease) increase in cash and cash equivalents	(17,491		)	(2,729		)	11,613			—		(8,607		)
Cash and cash equivalents at beginning of period	18,262			4,857			39,142			—		62,261
Cash and cash equivalents at end of period	$	771		$	2,128		$	50,755		$	—	$	53,654

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended November 1, 2014

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	360,468		$	(324,183	)	$	22,732		$	—	$	59,017
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(51,329		)	(13,510		)	(7,558		)	—		(72,397		)
Acquisition of business, net of cash	(1,820,308		)	328,915			—			—		(1,491,393		)
Proceeds from sales of property and equipment	160			—			—			—		160
Net cash (used in) provided by investing activities	(1,871,477		)	315,405			(7,558		)	—		(1,563,630		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan	1,089,000			—			—			—		1,089,000
Payments on previous term loan	(97,500		)	—			—			—		(97,500		)
Proceeds from asset-based revolving credit facility	340,000			—			—			—		340,000
Payments on asset-based revolving credit facility	(340,000		)	—			—			—		(340,000		)
Proceeds from issuance of senior notes	600,000			—			—			—		600,000
Deferred financing costs	(51,072		)	—			—			—		(51,072		)
Cash dividends paid	(26,119		)	—			—			—		(26,119		)
Purchase of non-controlling interest	(6,651		)	—			—			—		(6,651		)
Proceeds from issuance of common stock	7,115			—			—			—		7,115
Tax payments related to vested deferred stock units	(6,907		)	—			—			—		(6,907		)
Excess tax benefits from share-based plans	3,194			542			—			—		3,736
Repurchases of common stock	(251		)	—			—			—		(251		)
Net cash provided by financing activities	1,510,809			542			—			—		1,511,351
Effect of exchange rate changes	—			—			(1,274		)	—		(1,274		)
(Decrease) increase in cash and cash equivalents	(200		)	(8,236		)	13,900			—		5,464
Cash and cash equivalents at beginning of period	1,414			16,955			40,883			—		59,252
Cash and cash equivalents at end of period	$	1,214		$	8,719		$	54,783		$	—	$	64,716

XML

Condensed Consolidating Information

9 Months Ended

Oct. 31, 2015

Condensed Consolidating Information

Condensed Consolidating Information

17. Condensed Consolidating Information

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

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

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

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

October 31, 2015

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	771	$	2,128	$	50,755	$	—		$	53,654
Accounts receivable, net	21,452		353,807		33,203		(341,560		)	66,902
Inventories	252,520		652,080		155,647		—			1,060,247
Other current assets	90,352		69,646		8,073		—			168,071
Total current assets	365,095		1,077,661		247,678		(341,560		)	1,348,874
Property and equipment, net	311,313		197,503		39,665		—			548,481
Rental product, net	121,983		7,150		18,211		—			147,344
Goodwill	6,159		837,532		47,300		—			890,991
Intangible assets, net	213		546,937		21,021		—			568,171
Investments in subsidiaries	2,418,994		—		—		(2,418,994		)	—
Other assets	40,961		858		8,831		(42,132		)	8,518
Total assets	$	3,264,718	$	2,667,641	$	382,706	$	(2,802,686	)	$	3,512,379
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	399,292	$	128,803	$	46,985	$	(341,560	)	$	233,520
Accrued expenses and other current liabilities	146,102		111,308		21,801		—			279,211
Current maturities of long-term debt	7,000		—		—		—			7,000
Total current liabilities	552,394		240,111		68,786		(341,560		)	519,731
Long-term debt, net	1,649,206		—		33,432		(33,432		)	1,649,206
Deferred taxes and other liabilities	77,735		277,783		11,241		(8,700		)	358,059
Shareholders’ equity	985,383		2,149,747		269,247		(2,418,994		)	985,383
Total liabilities and shareholders’ equity	$	3,264,718	$	2,667,641	$	382,706	$	(2,802,686	)	$	3,512,379

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

November 1, 2014

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,214	$	8,719	$	54,783	$	—		$	64,716
Accounts receivable, net	13,165		194,027		44,240		(167,378		)	84,054
Inventories	161,148		756,770		164,436		—			1,082,354
Other current assets	59,408		40,427		7,272		—			107,107
Total current assets	234,935		999,943		270,731		(167,378		)	1,338,231
Property and equipment, net	304,461		224,315		41,003		—			569,779
Rental product, net	97,330		13,094		19,155		—			129,579
Goodwill	6,159		834,929		51,678		—			892,766
Intangible assets, net	320		648,031		24,706		—			673,057
Investments in subsidiaries	2,352,986		—		—		(2,352,986		)	—
Other assets	69,178		680		9,980		(69,806		)	10,032
Total assets	$	3,065,369	$	2,720,992	$	417,253	$	(2,590,170	)	$	3,613,444
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	193,913	$	182,338	$	54,772	$	(167,378	)	$	263,645
Accrued expenses and other current liabilities	105,604		161,769		29,488		—			296,861
Current maturities of long-term debt	11,000		—		—		—			11,000
Total current liabilities	310,517		344,107		84,260		(167,378		)	571,506
Long-term debt, net	1,638,606		—		59,906		(59,906		)	1,638,606
Deferred taxes and other liabilities	80,526		285,293		11,693		(9,900		)	367,612
Shareholders’ equity	1,035,720		2,091,592		261,394		(2,352,986		)	1,035,720
Total liabilities and shareholders’ equity	$	3,065,369	$	2,720,992	$	417,253	$	(2,590,170	)	$	3,613,444

The Men’s Wearhouse, Inc.

Condensed Consolidating Balance Sheet

January 31, 2015

(in thousands)

	The Men’s		Guarantor		Non-Guarantor
	Wearhouse, Inc.		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	18,262	$	4,857	$	39,142	$	—		$	62,261
Accounts receivable, net	20,304		422,930		35,303		(405,271		)	73,266
Inventories	285,309		510,651		142,376		—			938,336
Other current assets	105,507		58,792		5,510		—			169,809
Total current assets	429,382		997,230		222,331		(405,271		)	1,243,672
Property and equipment, net	306,597		221,454		38,023		—			566,074
Rental product, net	107,908		8,318		16,446		—			132,672
Goodwill	6,159		834,470		47,307		—			887,936
Intangible assets, net	293		645,388		22,578		—			668,259
Investments in subsidiaries	2,405,680		—		—		(2,405,680		)	—
Other assets	42,279		681		9,671		(43,032		)	9,599
Total assets	$	3,298,298	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,508,212
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	449,102	$	120,499	$	45,537	$	(405,271	)	$	209,867
Accrued expenses and other current liabilities	145,943		101,363		23,238		—			270,544
Current maturities of long- term debt	11,000		—		—		—			11,000
Total current liabilities	606,045		221,862		68,775		(405,271		)	491,411
Long-term debt, net	1,637,686		—		33,432		(33,432		)	1,637,686
Deferred taxes and other liabilities	84,778		323,376		10,772		(9,600		)	409,326
Shareholders’ equity	969,789		2,162,303		243,377		(2,405,680		)	969,789
Total liabilities and shareholders’ equity	$	3,298,298	$	2,707,541	$	356,356	$	(2,853,983	)	$	3,508,212

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of (Loss) Earnings

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Three months ended October 31, 2015:
Net sales	$	464,380		$	448,712		$	109,306		$	(156,952	)	$	865,446
Cost of sales	241,412			340,652			67,343			(156,952		)	492,455
Gross margin	222,968			108,060			41,963			—			372,991
Operating expenses	186,467			197,899			29,487			(4,461		)	409,392
Operating income (loss)	36,501			(89,839		)	12,476			4,461			(36,401		)
Other income and expenses, net	4,461			—			—			(4,461		)	—
Interest income	682			1,003			40			(1,675		)	50
Interest expense	(27,278		)	(579		)	(275		)	1,675			(26,457		)
Earnings (loss) before income taxes	14,366			(89,415		)	12,241			—			(62,808		)
Provision (benefit) for income taxes.	8,524			(44,859		)	681			—			(35,654		)
Earnings (loss) before equity in net loss of subsidiaries	5,842			(44,556		)	11,560			—			(27,154		)
Equity in loss of subsidiaries	(32,996		)	—			—			32,996			—
Net (loss) earnings attributable to common shareholders	$	(27,154	)	$	(44,556	)	$	11,560		$	32,996		$	(27,154	)
Comprehensive (loss) income	$	(29,400	)	$	(44,556	)	$	9,536		$	35,020		$	(29,400	)
Three months ended November 1, 2014:
Net sales	$	435,285		$	453,905		$	128,429		$	(126,982	)	$	890,637
Cost of sales	344,575			227,532			76,307			(126,982		)	521,432
Gross margin	90,710			226,373			52,122			—			369,205
Operating expenses	178,233			114,729			34,331			(3,263		)	324,030
Operating (loss) income	(87,523		)	111,644			17,791			3,263			45,175
Other income and expenses, net	3,658			(395		)	—			(3,263		)	—
Interest income	329			12			108			(324		)	125
Interest expense	(25,032		)	(40		)	(383		)	324			(25,131		)
(Loss) earnings before income taxes	(108,568		)	111,221			17,516			—			20,169
(Benefit) provision for income taxes	(39,908		)	48,891			4,185			—			13,168
(Loss) earnings before equity in net income of subsidiaries	(68,660		)	62,330			13,331			—			7,001
Equity in earnings of subsidiaries	75,661			—			—			(75,661		)	—
Net earnings including non-controlling interest	7,001			62,330			13,331			(75,661		)	7,001
Net earnings attributable to non-controlling interest	(208		)	—			(208		)	208			(208		)
Net earnings attributable to common shareholders	$	6,793		$	62,330		$	13,123		$	(75,453	)	$	6,793
Comprehensive (loss) income	$	(5,758	)	$	62,330		$	251		$	(62,581	)	$	(5,758	)

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Earnings

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Nine months ended October 31, 2015:
Net sales	$	1,388,910		$	1,369,352		$	328,755		$	(416,408	)	$	2,670,609
Cost of sales	701,191			1,010,107			202,495			(416,408		)	1,497,385
Gross margin	687,719			359,245			126,260			—			1,173,224
Operating expenses	563,251			414,870			90,649			(12,557		)	1,056,213
Operating income (loss)	124,468			(55,625		)	35,611			12,557			117,011
Other income and expenses, net	11,543			1,014			—			(12,557		)	—
Interest income	1,831			2,672			103			(4,466		)	140
Interest expense	(81,579		)	(1,535		)	(827		)	4,466			(79,475		)
Loss on extinguishment of debt	(12,675		)	—			—			—			(12,675		)
Earnings (loss) before income taxes	43,588			(53,474		)	34,887			—			25,001
Provision (benefit) for income taxes	18,152			(32,771		)	8,626			—			(5,993		)
Earnings (loss) before equity in net income of subsidiaries	25,436			(20,703		)	26,261			—			30,994
Equity in earnings of subsidiaries	5,558			—			—			(5,558		)	—
Net earnings (loss) attributable to common shareholders	$	30,994		$	(20,703	)	$	26,261		$	(5,558	)	$	30,994
Comprehensive income (loss)	$	30,309		$	(20,703	)	$	25,883		$	(5,180	)	$	30,309
Nine months ended November 1, 2014:
Net sales	$	1,303,738		$	1,051,976		$	363,111		$	(394,636	)	$	2,324,189
Cost of sales	774,707			713,272			219,735			(394,636		)	1,313,078
Gross margin	529,031			338,704			143,376			—			1,011,111
Operating expenses	593,263			212,373			100,921			(10,606		)	895,951
Operating (loss) income	(64,232		)	126,331			42,455			10,606			115,160
Other income and expenses, net	9,477			1,129			—			(10,606		)	—
Interest income	1,314			343			262			(1,614		)	305
Interest expense	(39,643		)	(370		)	(1,060		)	1,614			(39,459		)
Loss on extinguishment of debt	(2,158		)	—			—			—			(2,158		)
(Loss) earnings before income taxes	(95,242		)	127,433			41,657			—			73,848
(Benefit) provision for income taxes	(27,733		)	55,672			10,082			—			38,021
(Loss) earnings before equity in net income of subsidiaries	(67,509		)	71,761			31,575			—			35,827
Equity in earnings of subsidiaries	103,336			—			—			(103,336		)	—
Net earnings including non-controlling interest	35,827			71,761			31,575			(103,336		)	35,827
Net earnings attributable to non-controlling interest	(292		)	—			(292		)	292			(292		)
Net earnings attributable to common shareholders	$	35,535		$	71,761		$	31,283		$	(103,044	)	$	35,535
Comprehensive income	$	29,053		$	71,761		$	24,402		$	(96,163	)	$	29,053

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended October 31, 2015

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	73,276		$	19,237		$	19,723		$	—	$	112,236
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(55,857		)	(22,147		)	(8,402		)	—		(86,406		)
Proceeds from sales of property and equipment	2,586			27			—			—		2,613
Net cash used in investing activities	(53,271		)	(22,120		)	(8,402		)	—		(83,793		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on new term loan	(6,250		)	—			—			—		(6,250		)
Proceeds from asset-based revolving credit facility	5,500			—			—			—		5,500
Payments on asset-based revolving credit facility	(5,500		)	—			—			—		(5,500		)
Deferred financing costs	(3,566		)	—			—			—		(3,566		)
Cash dividends paid	(26,269		)	—			—			—		(26,269		)
Proceeds from issuance of common stock	2,454			—			—			—		2,454
Tax payments related to vested deferred stock units	(4,538		)	—			—			—		(4,538		)
Excess tax benefits from share-based plans	950			154			—			—		1,104
Repurchases of common stock	(277		)	—			—			—		(277		)
Net cash (used in) provided by financing activities	(37,496		)	154			—			—		(37,342		)
Effect of exchange rate changes	—			—			292			—		292
(Decrease) increase in cash and cash equivalents	(17,491		)	(2,729		)	11,613			—		(8,607		)
Cash and cash equivalents at beginning of period	18,262			4,857			39,142			—		62,261
Cash and cash equivalents at end of period	$	771		$	2,128		$	50,755		$	—	$	53,654

The Men’s Wearhouse, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended November 1, 2014

(in thousands)

	The Men’s			Guarantor			Non-Guarantor
	Wearhouse, Inc.			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	360,468		$	(324,183	)	$	22,732		$	—	$	59,017
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(51,329		)	(13,510		)	(7,558		)	—		(72,397		)
Acquisition of business, net of cash	(1,820,308		)	328,915			—			—		(1,491,393		)
Proceeds from sales of property and equipment	160			—			—			—		160
Net cash (used in) provided by investing activities	(1,871,477		)	315,405			(7,558		)	—		(1,563,630		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan	1,089,000			—			—			—		1,089,000
Payments on previous term loan	(97,500		)	—			—			—		(97,500		)
Proceeds from asset-based revolving credit facility	340,000			—			—			—		340,000
Payments on asset-based revolving credit facility	(340,000		)	—			—			—		(340,000		)
Proceeds from issuance of senior notes	600,000			—			—			—		600,000
Deferred financing costs	(51,072		)	—			—			—		(51,072		)
Cash dividends paid	(26,119		)	—			—			—		(26,119		)
Purchase of non-controlling interest	(6,651		)	—			—			—		(6,651		)
Proceeds from issuance of common stock	7,115			—			—			—		7,115
Tax payments related to vested deferred stock units	(6,907		)	—			—			—		(6,907		)
Excess tax benefits from share-based plans	3,194			542			—			—		3,736
Repurchases of common stock	(251		)	—			—			—		(251		)
Net cash provided by financing activities	1,510,809			542			—			—		1,511,351
Effect of exchange rate changes	—			—			(1,274		)	—		(1,274		)
(Decrease) increase in cash and cash equivalents	(200		)	(8,236		)	13,900			—		5,464
Cash and cash equivalents at beginning of period	1,414			16,955			40,883			—		59,252
Cash and cash equivalents at end of period	$	1,214		$	8,719		$	54,783		$	—	$	64,716

XML

Significant Accounting Policies (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014
Recent Accounting Pronouncements
Current assets	$ 1,348,874	$ 1,243,672	$ 1,338,231
Other assets	8,518	9,599	10,032
Long-term debt, net	$ 1,649,206	1,637,686	1,638,606
New Accounting Pronouncement, Early Adoption, Effect | ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs
Recent Accounting Pronouncements
Current assets		(5,700)	(5,800)
Other assets		(32,800)	(34,200)
Long-term debt, net		$ (38,500)	$ (40,000)

XML

Acquisition (Tables)

9 Months Ended

Oct. 31, 2015

Acquisition

Summary of fair values of the identifiable assets acquired and liabilities assumed

The following table summarizes the final allocation of fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition (amounts in millions):

Cash	$	328.9
Accounts receivable (mainly credit card receivables)	8.3
Inventories	328.0
Other current assets	56.4
Property and equipment	165.3
Goodwill	769.0
Intangible assets	622.2
Accounts payable, accrued expenses and other current liabilities	(155.0		)
Other liabilities (mainly deferred income taxes)	(302.8		)
Total purchase price	1,820.3
Less: Cash acquired	(328.9		)
Total purchase price, net of cash acquired	$	1,491.4

Schedule of unaudited pro forma consolidated financial information

The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data):

	For the Nine Months Ended November 1, 2014
Total net sales.	$	2,668,460
Net earnings attributable to common shareholders.	$	76,349
Net earnings per common share allocated to common shareholders:
Basic	$	1.59
Diluted	$	1.58

XML

Acquisition

9 Months Ended

Oct. 31, 2015

Acquisition

Acquisition

2.  Acquisition

Jos. A. Bank

On June 18, 2014, we acquired 100% of the outstanding common stock of Jos. A. Bank, a men’s specialty apparel retailer, for $65.00 net per share in cash, or total consideration of approximately $1.8 billion. The acquisition was funded primarily by a $1.1 billion term loan facility, the issuance of $600.0 million in senior unsecured notes and borrowings under an asset-based credit facility (see Note 4).

We incurred integration and other costs related to Jos. A. Bank totaling $4.7 million and $15.5 million for the three and nine months ended October 31, 2015, respectively, which is included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of (loss) earnings.  For the three and nine months ended November 1, 2014, we incurred $27.3 million and $44.7 million, respectively, of integration and other costs related to Jos. A. Bank of which $10.6 million is included in cost of sales for the three and nine months ended November 1, 2014, respectively, and the remainder is included in SG&A in the condensed consolidated statement of (loss) earnings.  For the nine months ended November 1, 2014, we incurred acquisition-related costs for Jos. A. Bank totaling $43.5 million.    For the three and nine months ended October 31, 2015 and the three months ended November 1, 2014, we did not incur any acquisition-related costs.

The following table summarizes the final allocation of fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition (amounts in millions):

Cash	$	328.9
Accounts receivable (mainly credit card receivables)	8.3
Inventories	328.0
Other current assets	56.4
Property and equipment	165.3
Goodwill	769.0
Intangible assets	622.2
Accounts payable, accrued expenses and other current liabilities	(155.0		)
Other liabilities (mainly deferred income taxes)	(302.8		)
Total purchase price	1,820.3
Less: Cash acquired	(328.9		)
Total purchase price, net of cash acquired	$	1,491.4

Within the measurement period which closed during the second quarter of 2015, we made purchase accounting adjustments primarily related to deferred income taxes.  None of these measurement period adjustments had a material impact on the purchase price allocation. Goodwill is calculated as the excess of the purchase price over the net assets acquired.  The goodwill recognized is attributable to growth opportunities and expected synergies.  All of the goodwill has been assigned to our retail reporting segment and is non-deductible for tax purposes.

The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data):

	For the Nine Months Ended November 1, 2014
Total net sales.	$	2,668,460
Net earnings attributable to common shareholders.	$	76,349
Net earnings per common share allocated to common shareholders:
Basic	$	1.59
Diluted	$	1.58

The pro forma financial information presented above has been prepared by combining our historical results and the historical results of Jos. A. Bank and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items.  This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Jos. A. Bank acquisition occurred on the date indicated above or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings.

XML

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Net sales:
Total net sales	$ 865,446	$ 890,637	$ 2,670,609	$ 2,324,189
Cost of sales:
Total cost of sales	492,455	521,432	1,497,385	1,313,078
Gross margin:
Total gross margin	372,991	369,205	1,173,224	1,011,111
Advertising expense	47,991	42,075	143,628	109,072
Selling, general and administrative expenses	271,301	281,955	822,485	786,879
Tradename impairment charge	90,100		90,100
Operating (loss) income	(36,401)	45,175	117,011	115,160
Interest income	50	125	140	305
Interest expense	(26,457)	(25,131)	(79,475)	(39,459)
Loss on extinguishment of debt			(12,675)	(2,158)
(Loss) earnings before income taxes	(62,808)	20,169	25,001	73,848
(Benefit) provision for income taxes	(35,654)	13,168	(5,993)	38,021
Net (loss) earnings including non-controlling interest	(27,154)	7,001	30,994	35,827
Net earnings attributable to non-controlling interest		(208)		(292)
Net (loss) earnings attributable to common shareholders	$ (27,154)	$ 6,793	$ 30,994	$ 35,535
Net (loss) earnings per common share allocated to common shareholders:
Basic (in dollars per share)	$ (0.56)	$ 0.14	$ 0.64	$ 0.74
Diluted (in dollars per share)	$ (0.56)	$ 0.14	$ 0.64	$ 0.74
Weighted-average common shares outstanding:
Basic (in shares)	48,339	48,009	48,258	47,852
Diluted (in shares)	48,339	48,254	48,513	48,124
Cash dividends declared per common share (in dollars per share)	$ 0.18	$ 0.18	$ 0.54	$ 0.54
Retail Segment
Net sales:
Retail clothing product	$ 615,874	$ 634,447	$ 1,931,926	$ 1,598,199
Rental services	132,443	132,690	392,621	395,449
Alteration and other services	53,070	52,025	160,024	135,585
Total net sales	801,387	819,162	2,484,571	2,129,233
Cost of sales:
Retail clothing product	274,348	287,309	850,782	722,140
Rental services	21,431	33,538	62,866	75,083
Alteration and other services	36,260	37,173	109,528	97,794
Occupancy costs	114,629	114,325	341,980	282,595
Total cost of sales	446,668	472,345	1,365,156	1,177,612
Gross margin:
Retail clothing product	341,526	347,138	1,081,144	876,059
Rental services	111,012	99,152	329,755	320,366
Alteration and other services	16,810	14,852	50,496	37,791
Occupancy costs	(114,629)	(114,325)	(341,980)	(282,595)
Total gross margin	354,719	346,817	1,119,415	951,621
Operating (loss) income	(38,971)	39,848	110,739	106,117
Corporate Apparel Segment
Net sales:
Total net sales	64,059	71,475	186,038	194,956
Cost of sales:
Total cost of sales	45,787	49,087	132,229	135,466
Gross margin:
Total gross margin	18,272	22,388	53,809	59,490
Operating (loss) income	$ 2,570	$ 5,327	$ 6,272	$ 9,043

XML

Goodwill and Other Intangible Assets

9 Months Ended

Oct. 31, 2015

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

12.  Goodwill and Other Intangible Assets

Goodwill

Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the nine months ended October 31, 2015 are as follows (in thousands):

	Retail			Corporate Apparel		Total
Balance at January 31, 2015	$	861,180		$	26,756	$	887,936
Adjustments to purchase price allocation of acquired businesses	3,062			—		3,062
Translation adjustment	(608		)	601		(7		)
Balance at October 31, 2015	$	863,634		$	27,357	$	890,991

Goodwill is evaluated for impairment at least annually.  A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, new significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock.

Based on Jos. A. Bank’s results, as well as the recent significant decline in our market capitalization, we concluded that a triggering event occurred that required an interim goodwill impairment test.  During the third quarter of 2015, Jos. A. Bank’s results were impacted by significantly lower than forecasted revenue results primarily due to a greater than expected decline in traffic resulting from our transition away from the historical promotional strategy at Jos. A. Bank.  While the short term decline is greater than we expected, we have implemented several strategies that we expect to offset the decline in revenues resulting in a stable profit model to generate cash flows over the long-term.  Based on the results of our interim goodwill impairment test, as of October 31, 2015, we concluded that our goodwill was not impaired.  However, if we determine we are not likely to meet our projections of future cash flows or if our market capitalization remains at current levels, among other factors, it is possible our annual impairment test in the fourth quarter of 2015 could result in a material impairment of the Jos. A. Bank goodwill.  As of October 31, 2015, goodwill associated with the Jos. A. Bank reporting unit totaled $769.0 million.

Intangible Assets

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

	October 31, 2015			November 1, 2014			January 31, 2015
Amortizable intangible assets:
Carrying amount:
Trademarks and tradenames	$	16,516		$	16,628		$	16,448
Favorable leases	24,118			24,400			24,400
Customer relationships	85,515			86,699			84,788
Total carrying amount	126,149			127,727			125,636
Accumulated amortization:
Trademarks and tradenames	(9,679		)	(9,261		)	(9,331		)
Favorable leases	(4,025		)	(1,130		)	(1,883		)
Customer relationships	(24,507		)	(14,659		)	(16,468		)
Total accumulated amortization	(38,211		)	(25,050		)	(27,682		)
Total amortizable intangible assets, net	87,938			102,677			97,954
Indefinite-lived intangible assets:
Trademarks and tradename, gross	570,333			570,380			570,305
Impairment of Jos. A. Bank tradename	(90,100		)	—			—
Trademarks and tradename, net	480,233			570,380			570,305
Total intangible assets, net	$	568,171		$	673,057		$	668,259

As discussed above, during the third quarter of 2015, we concluded that a triggering event occurred that required an interim impairment test for the Jos. A. Bank tradename.  The fair value of the Jos. A. Bank tradename was estimated using a relief from royalty method, which calculates the present value of savings resulting from the right to sell products without having to pay a royalty fee.  Critical assumptions that are used in this method include future sales projections, an estimated royalty rate and a discount rate.  Based on our analysis, we concluded the Jos. A. Bank tradename was impaired and recorded a non-cash impairment charge of $90.1 million, which is included as a separate line in the condensed statement of (loss) earnings, and relates to our retail segment.  In addition, should the downward revenue trend accelerate during the fourth quarter of 2015 from what we expect or if other valuation inputs such as the royalty rate or discount rate change, it is possible our annual impairment test in the fourth quarter of 2015 could result in an additional impairment charge for the Jos. A. Bank tradename.  As of October 31, 2015, after giving effect to the impairment charge, the book value of the Jos. A. Bank tradename was $449.0 million.

The pre-tax amortization expense associated with intangible assets subject to amortization totaled $3.4 million and $10.5 million for the three and nine months ended October 31, 2015, respectively.  The pre-tax amortization expense associated with intangible assets subject to amortization totaled $3.5 million and $6.5 million for the three and nine months ended November 1, 2014, respectively.  Pre-tax amortization associated with intangible assets subject to amortization at October 31, 2015 is estimated to be $3.9 million for the remainder of fiscal year 2015, $13.7 million for fiscal year 2016, $13.2 million for fiscal year 2017, $12.8 million for fiscal year 2018 and $12.6 million for fiscal year 2019.

For further information on our goodwill and tradename analysis, see the discussion in Management’s Discussion and Analysis in the “Executive Overview” section beginning on page 27 and the “Critical Accounting Policies and Estimates” section beginning on page 40, of this Form 10-Q.

XML

Document and Entity Information - shares	9 Months Ended
	Oct. 31, 2015	Nov. 27, 2015
Document and Entity Information
Entity Registrant Name	MENS WEARHOUSE INC
Entity Central Index Key	0000884217
Document Type	10-Q
Document Period End Date	Oct. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--01-30
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		48,380,202
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

XML

Derivative Financial Instruments

9 Months Ended

Oct. 31, 2015

Derivative Financial Instruments

Derivative Financial Instruments

13.  Derivative Financial Instruments

As discussed in Note 4, in January 2015, we entered into an interest rate swap agreement on a notional amount of $520.0 million that matures in August 2018 with periodic interest settlements.  We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate.  At October 31, 2015, the fair value of the interest rate swap was a liability of $3.2 million with $2.4 million recorded in accrued expenses and other current liabilities and $0.8 million in other liabilities in our consolidated balance sheet.  The effective portion of the swap is reported as a component of accumulated other comprehensive (loss) income.  There was no hedge ineffectiveness at October 31, 2015.  Changes in fair value are reclassified from accumulated other comprehensive (loss) income into earnings in the same period that the hedged item affects earnings.

Over the next 12 months, $2.4 million of the effective portion of the interest rate swap is expected to be reclassified from accumulated other comprehensive (loss) income into earnings.  If, at any time, the interest rate swap is determined to be ineffective, in whole or in part, due to changes in the interest rate swap or underlying debt agreements, the fair value of the portion of the interest rate swap determined to be ineffective will be recognized as a gain or loss in the statement of earnings for the applicable period.

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Net (loss) earnings including non-controlling interest	$ (27,154)	$ 7,001	$ 30,994	$ 35,827
Currency translation adjustments	(2,024)	(12,872)	(378)	(6,881)
Unrealized loss on cash flow hedge, net of tax	(222)		(307)
Settlement of cash flow hedge, net of tax				399
Comprehensive (loss) income including non-controlling interest	(29,400)	(5,871)	30,309	29,345
Comprehensive income attributable to non-controlling interest:
Net earnings		(208)		(292)
Currency translation adjustments		321
Amounts attributable to non-controlling interest		113		(292)
Comprehensive (loss) income attributable to common shareholders	$ (29,400)	$ (5,758)	$ 30,309	$ 29,053

XML

Income Taxes

9 Months Ended

Oct. 31, 2015

Income Taxes

Income Taxes

7.  Income Taxes

Our effective income tax rate decreased to 56.8% for the third quarter of 2015 from 65.3% for the third quarter of 2014 and to a benefit of (24.0)% for the first nine months of 2015 from 51.5% for the first nine months of 2014.  Our effective income tax rates in 2014 were significantly impacted by non-deductible transaction costs related to the Jos. A. Bank acquisition.  In the third quarter of 2015, we recorded a $90.1 million non-cash tradename impairment charge for the Jos. A. Bank tradename (see Note 12), which generated a book loss for our combined U.S. entities.  This loss in the U.S. combined with income in foreign jurisdictions with lower tax rates resulted in a negative effective income tax rate for the first nine months of 2015.

XML

Inventories

9 Months Ended

Oct. 31, 2015

Inventories

Inventories

6.  Inventories

The following table provides details on our inventories as of October 31, 2015, November 1, 2014 and January 31, 2015 (in thousands):

	October 31, 2015		November 1, 2014		January 31, 2015
Finished goods	$	1,006,182	$	1,039,871	$	883,323
Raw materials and merchandise components	54,065		42,483		55,013
Total inventories	$	1,060,247	$	1,082,354	$	938,336

XML

Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2015

Significant Accounting Policies

Basis of Presentation

Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted.  We believe 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.  Certain prior period amounts have been reclassified to conform to the current period presentation, as further described below in Recent Accounting Pronouncements.

Our business historically has been seasonal in nature and, as a result, 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 and accompanying notes included in our Annual Report on Form 10-K for the year ended January 31, 2015.

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

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements — We have considered all new accounting pronouncements and have concluded there are no new pronouncements that may have a material impact on our results of operations, financial condition, or cash flows, based on current information, except for those listed below.

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet.  ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years.  The guidance may be adopted prospectively or retrospectively and early adoption is permitted.  We are currently evaluating ASU 2015-17 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value.  ASU 2015-11 applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method.  ASU 2015-11 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years.  Early adoption of ASU 2015-11 is permitted.  We are currently evaluating ASU 2015-11 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and is required to be applied retrospectively.  Early adoption is permitted and we adopted ASU 2015-03 in the second quarter of 2015.  Subsequently, in August 2015, the FASB issued No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.  ASU 2015-15 codifies the SEC’s position that it would be allowable for an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.

For the current quarter, we retrospectively adjusted our November 1, 2014 balance sheet by decreasing current assets by $5.8 million, other assets by $34.2 million and long-term debt by $40.0 million, and upon adoption, adjusted our January 31, 2015 balance sheet by decreasing current assets by $5.7 million, other assets by $32.8 million and long-term debt by $38.5 million.  In accordance with ASU 2015-15, we will continue presenting debt issuance costs for our asset-based revolving credit facility as an asset because of the potential volatility of borrowings and repayments under the facility.  The adoption of this guidance had no impact on our results of operations or cash flows.  See Note 4 for a summary of the reclassifications for all periods presented.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities.  In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09 by one year.  As a result of this deferral, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual reporting periods beginning after December 15, 2016.  The guidance allows for either a full retrospective or a modified retrospective transition method.  We are currently evaluating the impact of this guidance, including the transition method, on our financial position, results of operations and cash flows.

XML

Fair Value Measurements

9 Months Ended

Oct. 31, 2015

Fair Value Measurements

Fair Value Measurements

14.  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.

Fair Value of Financial Instruments

Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt.  Management estimates that, as of October 31, 2015, November 1, 2014, and January 31, 2015, the carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximated their fair value due to the highly liquid or short-term nature of these instruments.

The fair values of our Term Loan and the term loan under the Previous Credit Agreement were valued based upon observable market data provided by a third party for similar types of debt, which we classify as a Level 2 input within the fair value hierarchy.   Beginning in June 2015, the fair value of our Senior Notes is based on quoted prices in active markets, which we classify as a Level 1 input within the fair value hierarchy.  In prior periods, the fair value of our Senior Notes was based on trading data in active markets, which we classified as a Level 2 input within the fair value hierarchy.  The table below shows the fair value and carrying value of our long-term debt, including current maturities (in thousands):

	October 31, 2015		November 1, 2014		January 31, 2015
	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Long-term debt, net	1,656,206	1,711,104	1,649,606	1,718,902	1,648,686	1,706,546

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.  As discussed in Note 12, during the third quarter of 2015, we recorded an impairment charge related to our Jos. A. Bank tradename totaling $90.1 million.  The fair value of the Jos. A. Bank tradename was based on our own judgments about the assumptions that market participants would use in pricing the asset, which we classified as Level 3 within the fair value hierarchy.

XML

Non-Controlling Interest

9 Months Ended

Oct. 31, 2015

Non-Controlling Interest

Non-Controlling Interest

10.  Non-Controlling Interest

In September 2014, we exercised our option and completed the purchase of the remaining 14% interest in our UK operations from the minority interest holders.  As a result, we eliminated the non-controlling interest balance and recorded an increase in capital in excess of par of $7.4 million less the $6.7 million in cash consideration paid to the former minority interest holders.

XML

Legal Matters (Details)	10 Months Ended
	Jun. 09, 2015 item
Putative Class Action Complaint, Johnson Plaintiffs | Pending
Legal Matters
Number of favorable rulings	2

XML

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

9 Months Ended

Oct. 31, 2015

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

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

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

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

	October 31, 2015		November 1, 2014		January 31, 2015
Tax receivable	$	69,830	$	26,556	$	87,916
Prepaid expenses	42,824		48,354		39,375
Current deferred tax assets	38,736		12,929		23,777
Other	16,681		19,268		18,741
Total other current assets	$	168,071	$	107,107	$	169,809

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

	October 31, 2015		November 1, 2014		January 31, 2015
Accrued salary, bonus, sabbatical, vacation and other benefits	$	71,921	$	79,165	$	83,515
Unredeemed gift certificates	34,477		32,511		39,563
Sales, value added, payroll, property and other taxes payable	34,472		31,075		28,765
Accrued workers compensation and medical costs	28,408		25,331		28,814
Accrued interest	27,207		27,572		15,715
Customer deposits, prepayments and refunds payable	25,715		24,275		24,540
Cash dividends declared	9,028		8,882		8,987
Loyalty program reward certificates	8,181		8,073		6,889
Accrued royalties	6,630		8,392		2,825
Accrued strategic professional fees	1,141		12,126		7,566
Other	17,798		25,869		21,756
Total accrued expenses and other current liabilities	$	264,978	$	283,271	$	268,935

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

	October 31, 2015		November 1, 2014		January 31, 2015
Non-current deferred and other income tax liabilities	$	275,213	$	287,851	$	328,271
Deferred rent and landlord incentives	65,764		60,189		61,475
Unfavorable lease liabilities	9,129		12,966		12,040
Other	7,953		6,606		7,540
Total deferred taxes and other liabilities	$	358,059	$	367,612	$	409,326

XML

Accumulated Other Comprehensive (Loss) Income

9 Months Ended

Oct. 31, 2015

Accumulated Other Comprehensive (Loss) Income

Accumulated Other Comprehensive (Loss) Income

9.  Accumulated Other Comprehensive (Loss) Income

The following table summarizes the components of accumulated other comprehensive (loss) income for the nine months ended October 31, 2015 (in thousands and net of tax):

	Foreign Currency Translation			Interest Rate Swap			Pension Plan		Total
BALANCE — January 31, 2015	$	(4,232	)	$	(1,665	)	$	226	$	(5,671	)
Other comprehensive loss before reclassifications	(378		)	(734		)	—		(1,112		)
Amounts reclassified from accumulated other comprehensive loss	—			427			—		427
Net current-period other comprehensive loss	(378		)	(307		)	—		(685		)
BALANCE — October 31, 2015	$	(4,610	)	$	(1,972	)	$	226	$	(6,356	)

The following table summarizes the components of accumulated other comprehensive income for the nine months ended November 1, 2014 (in thousands and net of tax):

	Foreign Currency Translation			Interest Rate Swap			Pension Plan		Total
BALANCE — February 1, 2014	$	27,710		$	(399	)	$	—	$	27,311
Other comprehensive loss before reclassifications	(6,881		)	—			—		(6,881		)
Amounts reclassified from accumulated other comprehensive income	—			399			—		399
Net current-period other comprehensive (loss) income	(6,881		)	399			—		(6,482		)
BALANCE — November 1, 2014	$	20,829		$	—		$	—	$	20,829

Amounts reclassified from other comprehensive (loss) income for the nine months ended October 31, 2015 and November 1, 2014, respectively, relate to changes in fair value for interest rate swaps which were recorded within interest expense in the condensed consolidated statement of (loss) earnings.

XML

Share-Based Compensation Plans

9 Months Ended

Oct. 31, 2015

Share-Based Compensation Plans

Share-Based Compensation Plans

11.  Share-Based Compensation Plans

For a discussion of our share-based compensation plans refer to Note 11 in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

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 nine months ended October 31, 2015 was $4.2 million and $12.6 million, respectively.  Share-based compensation expense recognized for the three and nine months ended November 1, 2014 was $4.3 million and $12.3 million, respectively.

Non-Vested Deferred Stock Units, Performance Units and Restricted Stock

The following table summarizes the activity of time-based and performance-based awards for the nine months ended October 31, 2015:

	Units				Weighted-Average Grant-Date Fair Value
	Time- Based		Performance-Based		Time- Based		Performance- Based
Non-Vested at January 31, 2015	378,518		170,789		$	42.67	$	43.94
Granted	360,967		36,844		52.60		57.32
Vested (1)	(231,764	)	(18,977	)	43.69		46.41
Forfeited	(19,552	)	(20,000	)	40.17		33.09
Non-Vested at October 31, 2015	488,169		168,656		$	49.63	$	47.87

(1)Includes 86,035 shares relinquished for tax payments related to vested deferred stock units for the nine months ended October 31, 2015.

On April 3, 2013, our Board of Directors 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 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 October 31, 2015 are 17,576 DSUs granted prior to April 3, 2013.

Of the 36,844 performance units granted in the first nine months of 2015, 22,645 units represent a contingent right to receive one share of common stock and vest after our 2017 fiscal year, subject to our achievement of a cumulative performance target for fiscal years 2015-2017.

The remaining 14,199 performance units granted in the first nine months of 2015 represent a contingent right to receive up to 2.25 shares of common stock and vest after our 2017 fiscal year, subject to our achievement of a performance target for fiscal 2017.  Assuming the performance target is achieved, the number of performance units earned will be adjusted based on multipliers related to (1) the Company’s adjusted earnings per share for fiscal 2017 and (2) the Company’s relative total shareholder return (“TSR”) compared to the TSR of certain peer companies over a pre-defined period.

Performance units that are unvested at the end of the performance period will lapse and be forfeited.  The performance units earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards.

Performance-based DSUs granted in April 2014 (“April 2014 performance-based DSUs”) represented a contingent right to receive one share of common stock and vested over a one year period, subject to our achievement of a performance target for 2014.  Having met the performance target for 2014, the April 2014 performance-based DSUs vested in accordance with their terms in April 2015.

The following table summarizes the activity of restricted stock for the nine months ended October 31, 2015:

	Shares		Weighted- Average Grant-Date Fair Value
Non-Vested at January 31, 2015	67,790		$	37.05
Granted	12,425		50.31
Vested	(44,398	)	40.25
Forfeited	(19,360	)	27.77
Non-Vested at October 31, 2015	16,457		$	49.37

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

As of October 31, 2015, we have unrecognized compensation expense related to non-vested DSUs, performance units, and shares of restricted stock of approximately $22.3 million, which is expected to be recognized over a weighted-average period of 1.7 years.

Stock Options

The following table summarizes the activity of stock options for the nine months ended October 31, 2015:

	Shares		Weighted- Average Exercise Price
Outstanding at January 31, 2015	660,283		$	38.28
Granted	41,951		57.91
Exercised	(19,617	)	33.02
Forfeited	—		—
Expired	—		—
Outstanding at October 31, 2015	682,617		$	39.64
Exercisable at October 31, 2015	301,070		$	31.83

The weighted-average grant date fair value of the 41,951 stock options granted during the nine months ended October 31, 2015 was $18.63 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 nine months ended October 31, 2015:

	For the Nine Months Ended
	October 31, 2015
Risk-free interest rate	1.51	%
Expected lives	5.0 years
Dividend yield	1.38	%
Expected volatility	39.74	%

As of October 31, 2015, we have unrecognized compensation expense related to non-vested stock options of approximately $3.9 million, which is expected to be recognized over a weighted-average period of 1.5 years.

XML

Condensed Consolidating Information (Details 3) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Oct. 04, 2014	Oct. 31, 2015	Nov. 01, 2014
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities		$ 112,236	$ 59,017
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(86,406)	(72,397)
Acquisition of business, net of cash			(1,491,393)
Proceeds from sales of property and equipment		2,613	160
Net cash (used in) provided by investing activities		(83,793)	(1,563,630)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan			1,089,000
Payments on new term loan		(6,250)
Payments on previous term loan			(97,500)
Proceeds from asset-based revolving credit facility		5,500	340,000
Payments on asset-based revolving credit facility		(5,500)	(340,000)
Proceeds from issuance of senior notes			600,000
Deferred financing costs		(3,566)	(51,072)
Cash dividends paid		(26,269)	(26,119)
Purchase of non-controlling interest	$ (6,700)		(6,651)
Proceeds from issuance of common stock		2,454	7,115
Tax payments related to vested deferred stock units		(4,538)	(6,907)
Excess tax benefits from share-based plans		1,104	3,736
Repurchases of common stock		(277)	(251)
Net cash (used in) provided by financing activities		(37,342)	1,511,351
Effect of exchange rate changes		292	(1,274)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(8,607)	5,464
Balance at beginning of period		62,261	59,252
Balance at end of period		53,654	64,716
The Men's Wearhouse Inc. | Reportable Legal Entities
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities		73,276	360,468
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(55,857)	(51,329)
Acquisition of business, net of cash			(1,820,308)
Proceeds from sales of property and equipment		2,586	160
Net cash (used in) provided by investing activities		(53,271)	(1,871,477)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan			1,089,000
Payments on new term loan		(6,250)
Payments on previous term loan			(97,500)
Proceeds from asset-based revolving credit facility		5,500	340,000
Payments on asset-based revolving credit facility		(5,500)	(340,000)
Proceeds from issuance of senior notes			600,000
Deferred financing costs		(3,566)	(51,072)
Cash dividends paid		(26,269)	(26,119)
Purchase of non-controlling interest			(6,651)
Proceeds from issuance of common stock		2,454	7,115
Tax payments related to vested deferred stock units		(4,538)	(6,907)
Excess tax benefits from share-based plans		950	3,194
Repurchases of common stock		(277)	(251)
Net cash (used in) provided by financing activities		(37,496)	1,510,809
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(17,491)	(200)
Balance at beginning of period		18,262	1,414
Balance at end of period		771	1,214
Guarantor Subsidiaries | Reportable Legal Entities
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities		19,237	(324,183)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(22,147)	(13,510)
Acquisition of business, net of cash			328,915
Proceeds from sales of property and equipment		27
Net cash (used in) provided by investing activities		(22,120)	315,405
CASH FLOWS FROM FINANCING ACTIVITIES:
Excess tax benefits from share-based plans		154	542
Net cash (used in) provided by financing activities		154	542
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(2,729)	(8,236)
Balance at beginning of period		4,857	16,955
Balance at end of period		2,128	8,719
Non-Guarantor Subsidiaries | Reportable Legal Entities
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities		19,723	22,732
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(8,402)	(7,558)
Net cash (used in) provided by investing activities		(8,402)	(7,558)
CASH FLOWS FROM FINANCING ACTIVITIES:
Effect of exchange rate changes		292	(1,274)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		11,613	13,900
Balance at beginning of period		39,142	40,883
Balance at end of period		$ 50,755	$ 54,783

XML

Segment Reporting (Tables)

9 Months Ended

Oct. 31, 2015

Segment Reporting

Net sales by brand and reportable segment

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

	For the Three Months Ended				For the Nine Months Ended
Net sales:	October 31, 2015		November 1, 2014		October 31, 2015		November 1, 2014
MW(1)	$	465,396	$	436,107	$	1,391,782	$	1,307,417
Jos. A. Bank	198,936		233,313		636,704		347,005
K&G	72,733		72,835		257,448		251,474
Moores	55,862		68,724		173,281		199,302
MW Cleaners	8,460		8,183		25,356		24,035
Total retail segment	801,387		819,162		2,484,571		2,129,233
Dimensions and Alexandra (UK)	53,444		59,704		155,474		163,809
Twin Hill	10,615		11,771		30,564		31,147
Total corporate apparel segment	64,059		71,475		186,038		194,956
Total net sales	$	865,446	$	890,637	$	2,670,609	$	2,324,189

(1) MW includes Men’s Wearhouse stores, Men’s Wearhouse and Tux stores, Joseph Abboud store, tuxedo shops within Macy’s and JA Holding.

Supplemental products and services sales information

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

	For the Three Months Ended				For the Nine Months Ended
Net sales:	October 31, 2015		November 1, 2014		October 31, 2015		November 1, 2014
Men’s tailored clothing product	$	351,269	$	351,071	$	1,109,665	$	878,746
Men’s non-tailored clothing product	245,250		263,053		756,699		655,566
Ladies’ clothing product	16,228		16,575		56,827		56,224
Other	3,127		3,748		8,735		7,663
Total retail clothing product	615,874		634,447		1,931,926		1,598,199
Rental services	132,443		132,690		392,621		395,449
Alteration services	44,610		43,842		134,668		111,550
Retail dry cleaning services	8,460		8,183		25,356		24,035
Total alteration and other services	53,070		52,025		160,024		135,585
Corporate apparel clothing product	64,059		71,475		186,038		194,956
Total net sales	$	865,446	$	890,637	$	2,670,609	$	2,324,189

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

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

	For the Three Months Ended						For the Nine Months Ended
Operating (loss) income:	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Retail	$	(38,971	)	$	39,848		$	110,739		$	106,117
Corporate apparel	2,570			5,327			6,272			9,043
Operating (loss) income.	(36,401		)	45,175			117,011			115,160
Interest income	50			125			140			305
Interest expense	(26,457		)	(25,131		)	(79,475		)	(39,459		)
Loss on extinguishment of debt	—			—			(12,675		)	(2,158		)
(Loss) earnings before income taxes	$	(62,808	)	$	20,169		$	25,001		$	73,848

XML

Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 31, 2015	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014
Amortizable intangible assets:
Carrying amount	$ 126,149	$ 126,149	$ 125,636	$ 127,727
Accumulated amortization	(38,211)	(38,211)	(27,682)	(25,050)
Total amortizable intangible assets, net	87,938	87,938	97,954	102,677
Indefinite-lived intangible assets:
Trademarks and tradename, gross	570,333	570,333	570,305	570,380
Impairment of Jos. A. Bank tradename	(90,100)	(90,100)
Trademarks and tradenames, net	480,233	480,233	570,305	570,380
Total intangible assets, net	568,171	568,171	668,259	673,057
Non-cash tradename impairment charge	90,100	90,100
Retail Segment | Jos. A. Bank
Indefinite-lived intangible assets:
Trademarks and tradenames, net	449,000	449,000
Non-cash tradename impairment charge	90,100
Trademarks and tradenames
Amortizable intangible assets:
Carrying amount	16,516	16,516	16,448	16,628
Accumulated amortization	(9,679)	(9,679)	(9,331)	(9,261)
Favorable leases
Amortizable intangible assets:
Carrying amount	24,118	24,118	24,400	24,400
Accumulated amortization	(4,025)	(4,025)	(1,883)	(1,130)
Customer relationships
Amortizable intangible assets:
Carrying amount	85,515	85,515	84,788	86,699
Accumulated amortization	$ (24,507)	$ (24,507)	$ (16,468)	$ (14,659)

XML

Legal Matters

9 Months Ended

Oct. 31, 2015

Legal Matters

Legal Matters

16.  Legal Matters

On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated (the “Johnson Plaintiffs”), filed a putative class action Complaint against Jos. A. Bank in the U.S. District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756).  The Complaint alleges, among other things, deceptive sales and marketing practices by Jos. A. Bank relating to its use of the words “free” and “regular price.”  The Complaint seeks, among other relief, certification of the complaint as a class action, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys’ fees).  On August 19, 2014, the Court dismissed the class claims and certain other breach of contract claims.  On June 9, 2015, the Court also dismissed the plaintiffs’ claim for injunctive relief.  Based on the two favorable court rulings, we do not believe that this case will have a material adverse effect on our financial position, results of operations or cash flows.

In December 2013, Jos. A. Bank received a subpoena from the Ohio Attorney General requiring the production of certain information relating to its advertising and marketing practices.  Jos. A. Bank produced information in response to the subpoena, cooperated with further information requests and had ongoing communications with the Ohio Attorney General’s office.  On October 9, 2015, the Attorney General’s office issued a letter advising the Company that it was taking no further action at this time. We consider the matter closed.

On July 9, 2014, David Lucas and Eric Salerno, on behalf of themselves and all California residents similarly situated, filed a putative class action Complaint against Jos. A. Bank in the U.S. District Court for Southern California (Case No. ‘14CV1631LAB JLB).  The Complaint alleges, among other things, that Jos. A. Bank violated the California Unfair Competition Law and the California Consumers Legal Remedies Act with its comparative price advertising, price discounts and free apparel promotions.  The Complaint seeks, among other relief, certification of the case as a class action, permanent injunction, actual and compensatory damages, restitution including disgorgement of profits and unjust enrichment, costs and attorney fees.  We intend to vigorously defend the case.  The range of loss, if any, is not reasonably estimable at this time.  We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows.

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

XML

Debt (Tables)

9 Months Ended

Oct. 31, 2015

Debt

Schedule of long-term debt

The following table provides details on our long-term debt as of October 31, 2015, November 1, 2014 and January 31, 2015 (in thousands):

	October 31, 2015			November 1, 2014			January 31, 2015
Term Loan (net of unamortized original issue discount of $5.6 million at
October 31, 2015, $10.4 million at November 1, 2014 and $10.0 million at January 31, 2015	$	1,085,392		$	1,089,589		$	1,087,232
Senior Notes	600,000			600,000			600,000
Less: Deferred financing costs related to the Term Loan and Senior Notes	(29,186		)	(39,983		)	(38,546		)
Total long-term debt, net	1,656,206			1,649,606			1,648,686
Current portion of long-term debt	(7,000		)	(11,000		)	(11,000		)
Total long-term debt, net of current portion	$	1,649,206		$	1,638,606		$	1,637,686

XML

Share-Based Compensation Plans (Details 2) - Stock Options $ / shares in Units, $ in Millions	9 Months Ended
	Oct. 31, 2015 USD ($) $ / shares shares
Shares
Outstanding at the beginning of the period (in shares) | shares	660,283
Granted (in shares) | shares	41,951
Exercised (in shares) | shares	(19,617)
Outstanding at the end of the period (in shares) | shares	682,617
Exercisable at the end of the period (in shares) | shares	301,070
Weighted-Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 38.28
Granted (in dollars per share)	57.91
Exercised (in dollars per share)	33.02
Outstanding at the end of the period (in dollars per share)	39.64
Exercisable at the end of the period (in dollars per share)	31.83
Additional disclosures
Weighted-average grant date fair value of stock options granted (in dollars per share)	$ 18.63
Assumptions used to value stock options
Risk-free interest rate (as a percent)	1.51%
Expected lives	5 years
Dividend yield (as a percent)	1.38%
Expected volatility (as a percent)	39.74%
Unrecognized compensation cost
Unrecognized compensation cost related to non-vested stock options | $	$ 3.9
Compensation recognition period	1 year 6 months

XML

Debt (Details 2) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015	Nov. 01, 2014	Jun. 18, 2014
Debt
Total long-term debt, net	$ 1,656,206	$ 1,648,686	$ 1,649,606
Current portion of long-term debt	(7,000)	(11,000)	(11,000)
Total long-term debt, net of current portion	1,649,206	1,637,686	1,638,606
Senior Notes
Debt
Long-term debt	600,000	600,000	600,000
Term Loan and Senior Notes
Debt
Less: Deferred financing costs related to the Term Loan and Senior Notes	(29,186)	(38,546)	(39,983)
2014 Credit Facilities | Term Loan
Debt
Long-term debt	1,085,392	1,087,232	1,089,589
Unamortized original issue discount	$ 5,600	$ 10,000	$ 10,400	$ 11,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings including non-controlling interest	$ 30,994	$ 35,827
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	98,162	80,622
Rental product amortization	30,496	30,038
Tradename impairment charge	90,100
Loss on extinguishment of debt	12,675	2,158
Amortization of deferred financing costs	5,151	3,014
Amortization of discount on long-term debt	848	589
Share-based compensation	12,614	12,254
Excess tax benefits from share-based plans	(1,104)	(3,736)
(Gain) loss on disposition of assets	(833)	12,247
Asset impairment charges	1,695	302
Deferred tax benefit	(61,108)	(25,763)
Deferred rent expense and other	3,141	2,914
Changes in operating assets and liabilities:
Accounts receivable	7,116	(14,430)
Inventories	(122,294)	(158,449)
Rental product	(45,704)	(27,587)
Other assets	6,210	14,133
Accounts payable, accrued expenses and other current liabilities	28,763	76,565
Income taxes payable	14,372	16,725
Other liabilities	942	1,594
Net cash provided by operating activities	112,236	59,017
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(86,406)	(72,397)
Acquisition of business, net of cash		(1,491,393)
Proceeds from sales of property and equipment	2,613	160
Net cash (used in) provided by investing activities	(83,793)	(1,563,630)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan		1,089,000
Payments on new term loan	(6,250)
Payments on previous term loan		(97,500)
Proceeds from asset-based revolving credit facility	5,500	340,000
Payments on asset-based revolving credit facility	(5,500)	(340,000)
Proceeds from issuance of senior notes		600,000
Deferred financing costs	(3,566)	(51,072)
Cash dividends paid	(26,269)	(26,119)
Purchase of non-controlling interest		(6,651)
Proceeds from issuance of common stock	2,454	7,115
Tax payments related to vested deferred stock units	(4,538)	(6,907)
Excess tax benefits from share-based plans	1,104	3,736
Repurchases of common stock	(277)	(251)
Net cash (used in) provided by financing activities	(37,342)	1,511,351
Effect of exchange rate changes	292	(1,274)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(8,607)	5,464
Balance at beginning of period	62,261	59,252
Balance at end of period	$ 53,654	$ 64,716

XML

Supplemental Cash Flows

9 Months Ended

Oct. 31, 2015

Supplemental Cash Flows

Supplemental Cash Flows

5.  Supplemental Cash Flows

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

	For the Nine Months Ended
	October 31, 2015		November 1, 2014
Cash paid for interest	$	61,895	$	8,409
Cash paid for income taxes, net	$	32,932	$	32,085
Schedule of noncash investing and financing activities:
Cash dividends declared	$	9,028	$	8,882
Increase in capital in excess of par due to purchase of non-controlling interest	$	—	$	7,410

We had unpaid capital expenditure purchases included in accounts payable and accrued expenses and other current liabilities of approximately $7.3 million and $8.4 million at October 31, 2015 and November 1, 2014, respectively.  Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period they are paid.

XML

Segment Reporting (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Supplemental products and services sales information
Total net sales	$ 865,446	$ 890,637	$ 2,670,609	$ 2,324,189
Retail Segment
Supplemental products and services sales information
Total retail clothing product	615,874	634,447	1,931,926	1,598,199
Rental services	132,443	132,690	392,621	395,449
Total alteration and other services	53,070	52,025	160,024	135,585
Total net sales	801,387	819,162	2,484,571	2,129,233
Retail Segment | Men's tailored clothing product
Supplemental products and services sales information
Total retail clothing product	351,269	351,071	1,109,665	878,746
Retail Segment | Men's non-tailored clothing product
Supplemental products and services sales information
Total retail clothing product	245,250	263,053	756,699	655,566
Retail Segment | Ladies' clothing product
Supplemental products and services sales information
Total retail clothing product	16,228	16,575	56,827	56,224
Retail Segment | Other
Supplemental products and services sales information
Total retail clothing product	3,127	3,748	8,735	7,663
Retail Segment | Alteration services
Supplemental products and services sales information
Total alteration and other services	44,610	43,842	134,668	111,550
Retail Segment | Retail dry cleaning services
Supplemental products and services sales information
Total alteration and other services	8,460	8,183	25,356	24,035
Corporate Apparel Segment
Supplemental products and services sales information
Total net sales	$ 64,059	$ 71,475	$ 186,038	$ 194,956

XML

Supplemental Cash Flows (Tables)

9 Months Ended

Oct. 31, 2015

Supplemental Cash Flows

Schedule of supplemental disclosure of cash flow information

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

	For the Nine Months Ended
	October 31, 2015		November 1, 2014
Cash paid for interest	$	61,895	$	8,409
Cash paid for income taxes, net	$	32,932	$	32,085
Schedule of noncash investing and financing activities:
Cash dividends declared	$	9,028	$	8,882
Increase in capital in excess of par due to purchase of non-controlling interest	$	—	$	7,410

XML

(Loss) Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Numerator
Total net (loss) earnings attributable to common shareholders	$ (27,154)	$ 6,793	$ 30,994	$ 35,535
Net earnings allocated to participating securities (restricted stock and deferred stock units) - basic		(14)	(31)	(100)
Net earnings allocated to participating securities (restricted stock and deferred stock units) - diluted		(14)	(31)	(100)
Net (loss) earnings allocated to common shareholders - basic	(27,154)	6,779	30,963	35,435
Net (loss) earnings allocated to common shareholders - diluted	$ (27,154)	$ 6,779	$ 30,963	$ 35,435
Denominator
Basic weighted-average common shares outstanding	48,339	48,009	48,258	47,852
Dilutive effect of share-based awards (in shares)		245	255	272
Diluted weighted-average common shares outstanding	48,339	48,254	48,513	48,124
Net (loss) earnings per common share allocated to common shareholders:
Basic (in dollars per share)	$ (0.56)	$ 0.14	$ 0.64	$ 0.74
Diluted (in dollars per share)	$ (0.56)	$ 0.14	$ 0.64	$ 0.74

XML

Segment Reporting

9 Months Ended

Oct. 31, 2015

Segment Reporting

Segment Reporting

15.  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, Jos. A. Bank, Moores Clothing for Men (“Moores”) and K&G.  These four brands are operating segments that have been aggregated into the retail reportable segment.  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, business casual, sportswear, outerwear, dress and casual shirts, shoes and accessories for men.  Ladies’ career apparel, sportswear and accessories, including shoes, as well as children’s apparel is also offered at most of our K&G stores.  Tuxedo and suit rentals are offered at our Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A. Bank and Moores retail stores and tuxedo shops within Macy’s stores.

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”).  The two corporate apparel and uniform concepts are operating segments that have been aggregated into the reportable corporate apparel segment.  The corporate apparel segment provides corporate clothing uniforms and workwear to workforces.

We measure segment profitability based on operating income, 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 Nine Months Ended
Net sales:	October 31, 2015		November 1, 2014		October 31, 2015		November 1, 2014
MW(1)	$	465,396	$	436,107	$	1,391,782	$	1,307,417
Jos. A. Bank	198,936		233,313		636,704		347,005
K&G	72,733		72,835		257,448		251,474
Moores	55,862		68,724		173,281		199,302
MW Cleaners	8,460		8,183		25,356		24,035
Total retail segment	801,387		819,162		2,484,571		2,129,233
Dimensions and Alexandra (UK)	53,444		59,704		155,474		163,809
Twin Hill	10,615		11,771		30,564		31,147
Total corporate apparel segment	64,059		71,475		186,038		194,956
Total net sales	$	865,446	$	890,637	$	2,670,609	$	2,324,189

(1) MW includes Men’s Wearhouse stores, Men’s Wearhouse and Tux stores, Joseph Abboud store, tuxedo shops within Macy’s and JA Holding.

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

	For the Three Months Ended				For the Nine Months Ended
Net sales:	October 31, 2015		November 1, 2014		October 31, 2015		November 1, 2014
Men’s tailored clothing product	$	351,269	$	351,071	$	1,109,665	$	878,746
Men’s non-tailored clothing product	245,250		263,053		756,699		655,566
Ladies’ clothing product	16,228		16,575		56,827		56,224
Other	3,127		3,748		8,735		7,663
Total retail clothing product	615,874		634,447		1,931,926		1,598,199
Rental services	132,443		132,690		392,621		395,449
Alteration services	44,610		43,842		134,668		111,550
Retail dry cleaning services	8,460		8,183		25,356		24,035
Total alteration and other services	53,070		52,025		160,024		135,585
Corporate apparel clothing product	64,059		71,475		186,038		194,956
Total net sales	$	865,446	$	890,637	$	2,670,609	$	2,324,189

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

	For the Three Months Ended						For the Nine Months Ended
Operating (loss) income:	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Retail	$	(38,971	)	$	39,848		$	110,739		$	106,117
Corporate apparel	2,570			5,327			6,272			9,043
Operating (loss) income.	(36,401		)	45,175			117,011			115,160
Interest income	50			125			140			305
Interest expense	(26,457		)	(25,131		)	(79,475		)	(39,459		)
Loss on extinguishment of debt	—			—			(12,675		)	(2,158		)
(Loss) earnings before income taxes	$	(62,808	)	$	20,169		$	25,001		$	73,848