8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

Date of Report (Date of earliest event reported): November 19, 2008

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation)	1-16097 (Commission File Number)	74-1790172 (IRS Employer Identification No.)
6380 Rogerdale Road Houston, Texas (Address of principal executive offices)		77072 (Zip Code)

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On November 19, 2008, The Men’s Wearhouse, Inc. (the “Company”) issued a press release reporting its earnings results for its third quarter and nine months ended November 1, 2008. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits.

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

(c) Exhibits

99.1 Press Release of the Company dated November 19, 2008.

SIGNATURES

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

	THE MEN’S WEARHOUSE, INC. (Registrant)
Date: November 19, 2008	By:	/s/ Diana M. Wilson
		Diana M. Wilson
		Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press Release of The Men’s Wearhouse, Inc. dated November 19, 2008.

EX-99.1

Exhibit 99.1

The Men’s Wearhouse, Inc.

News Release

For Immediate Release

MEN’S WEARHOUSE REPORTS
FISCAL 2008 THIRD QUARTER RESULTS

• Q3 2008 GAAP diluted EPS was $0.28 and adjusted diluted EPS was $0.30 compared with Q3 2007 GAAP diluted EPS of $0.69

• Company estimates Q4 2008 GAAP diluted EPS in a range of $0.00 to ($0.18)

• Company estimates fiscal 2008 GAAP diluted EPS in a range of $0.92 to $1.10 and adjusted diluted EPS in a range of $1.04 to $1.22

• Conference call at 5:00 pm eastern today

HOUSTON — November 19, 2008 — The Men’s Wearhouse (NYSE: MW) today announced its consolidated financial results for the third quarter ended November 1, 2008.

Third Quarter Sales Summary — Fiscal 2008
							Total Sales			Comparable Store Sales
	U.S. dollars, in millions						Change %			Change %
	Current Year			Prior Year						Current Year			Prior Year
Total Company	$	459.7		$	512.1			-10.2	%
MW	$	315.6	(a)	$	354.1	(a)		-10.9	%		-12.1	%(b)		+0.6	%(b)
K&G	$	80.4		$	87.7			-8.3	%		-13.0	%		-11.3	%
United States	$	406.4		$	451.7			-10.0	%		-12.3	%		-2.1	%
Moores	$	53.3		$	60.5			-11.9	%		-4.9	%(c)		+0.6	%(c)

Year-To-Date Sales Summary — Fiscal 2008
							Total Sales			Comparable Store Sales
	U.S. dollars, in millions						Change %			Change %
	Current Year			Prior Year						Current Year			Prior Year
Total Company	$	1,496.1		$	1,577.6			-5.2	%
MW	$	1,006.2	(a)	$	1,073.1	(a)		-6.2	%		-8.9	%(b)		+1.5	%(b)
K&G	$	277.4		$	298.8			-7.2	%		-12.0	%		-8.0	%
United States	$	1,317.7		$	1,399.0			-5.8	%		-9.6	%		-0.8	%
Moores	$	178.4		$	178.6			-0.1	%		-3.8	%(c)		+5.1	%(c)

(a)	Includes retail stores and ecommerce as well as the MW Tux stores resulting from the acquisition of After Hours on April 9, 2007.
(b)	Comparable store sales do not include ecommerce. MW Tux stores are included beginning Q2 of fiscal 2008.
(c)	Comparable store sales change is based on the Canadian dollar.

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Diluted earnings per share were $0.28 for the third quarter ended November 1, 2008. Adjusted diluted earnings per share were $0.30 after excluding $1.1 million (net of tax), $0.02 per diluted share outstanding, of closure costs incurred in connection with the Company’s previously announced closure of the Canadian based manufacturing facility operated by the Company’s subsidiary, Golden Brand. This compares to adjusted diluted earnings per share guidance given October 8, 2008 of $0.24 to $0.28.

THIRD QUARTER REVIEW

• Total Company sales decreased 10.2% for the quarter.

• Clothing product sales, representing 72.75% of fiscal third quarter 2008 total net sales, decreased 12.9% due to decreases in the Company’s comparable store sales primarily driven by a reduction in store traffic levels.

• Tuxedo rental sales, representing 20.99% of fiscal third quarter 2008 total net sales, increased 0.4%.

• Gross margin before occupancy costs, as a percentage of total net sales, decreased 80 basis points from 60.84% to 60.04%. Decreases in clothing product margins, as a percentage of related sales, of 154 basis points were offset by a higher margin tuxedo rental business that increased from 18.76% to 20.99% as a percentage of total sales.

• Occupancy costs increased, as a percentage of total net sales, by 205 basis points from 13.89% to 15.94% primarily due to the deleveraging effect of reduced comparable store sales.

• Selling, general, and administrative expenses were $179.0 million. Excluding $1.8 million in costs associated with the closing of Golden Brand, SG&A expenses of $177.1 million were lower compared to the prior year quarter of $181.3 million and as a percentage of total net sales increased 314 basis points from 35.40% to 38.54%. The basis point increase was primarily due to the deleveraging effect of reduced comparable store sales.

• Operating income was $23.8 million. Excluding $1.8 million in costs associated with the closing of Golden Brand, operating income was $25.6 million or 5.57% of total net sales compared to $59.2 million, or 11.55% of total net sales for the same period last year.

• The effective tax rate for the 2008 third quarter was 38.0%.

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FOURTH QUARTER 2008 GUIDANCE

The Company expects diluted earnings per share of $0.00 to a loss of $0.18 for the fourth quarter of 2008. This guidance assumes same store sales at MW, including MW Tux stores, to decrease in the mid single digit to low double digit range, at K&G to decrease in the high single digit to low double digit range and at Moores to decrease in the low single digit range.

FISCAL 2008 GUIDANCE

On July 11, 2008, the Canadian based manufacturing facility operated by the Company’s subsidiary, Golden Brand, was closed. The pre tax cost to close the facility was $10.0 million or the equivalent of $0.12 per diluted share outstanding for the fiscal year. The pre tax cost for the first quarter was $0.9 million or the equivalent of $0.01 per diluted share outstanding. The pre tax cost for the second quarter was $7.3 million or the equivalent of $0.09 per diluted share outstanding. The pre tax cost for the third quarter was $1.8 million or the equivalent of $0.02 per diluted share outstanding.

The Company is updating its adjusted diluted earnings per share outlook for the year to a range of $1.04 to $1.22 excluding the Golden Brand closure costs of $0.12 per diluted share outstanding. Including these costs, GAAP diluted earnings per share are expected to be $0.92 to $1.10.

The guidance includes an estimated effective tax rate of approximately 36.0% for the full year. The fully diluted shares outstanding are estimated to be 51.9 million.

CONFERENCE CALL AND WEBCAST INFORMATION

At 5:00 p.m. Eastern time on Wednesday, November 19, 2008, Company management will host a conference call and real time web cast to review the fiscal third quarter and its outlook for fiscal 2008.

To access the conference call, dial 303-262-2211. To access the live webcast presentation, visit the Investor Relations section of the Company’s website at www.tmw.com. A telephonic replay will be available through November 26, 2008 by calling 303-590-3000 and entering the access code of 11120945# or a webcast archive will be available free on the website for approximately 90 days.

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STORE INFORMATION

	November 1, 2008				November 3, 2007				February 2, 2008
	Number		Sq. Ft.		Number		Sq. Ft.		Number		Sq. Ft.
	of Stores		(000’s)		of Stores		(000’s)		of Stores		(000’s)
Men’s Wearhouse		579		3,248.7		560		3,132.3		563		3,152.6
MW Tux (a)		495		670.4		493		654.8		489		652.0
Moores, Clothing for Men		117		727.9		116		717.8		116		719.8
K&G (b)		107		2,473.0		103		2,392.4		105		2,428.8
Total		1,298		7,120.0		1,272		6,897.3		1,273		6,953.2

(a)	MW Tux stores resulting from the acquisition of After Hours on April 9, 2007.
(b)	92, 83 and 89 stores, respectively, offering women’s apparel.

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 1,298 stores. The Men’s Wearhouse, Moores and K&G stores carry a full selection of designer, brand name and private label suits, sport coats, furnishings and accessories and the MW Tux (formerly After Hours) stores carry a limited selection. Tuxedo rentals are available in the Men’s Wearhouse, Moores and MW Tux stores.

This press release contains forward-looking information. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be significantly impacted by various factors, including sensitivity to economic conditions and consumer confidence, possibility of limited ability to expand Men’s Wearhouse stores, possibility that certain of our expansion strategies may present greater risks and other factors described in the Company’s annual report on Form 10-K for the year ended February 2, 2008 and subsequent Forms 10-Q.

For additional information on Men’s Wearhouse, please visit the Company’s website at www.tmw.com.

CONTACT:	Neill Davis, EVP & CFO, Men’s Wearhouse (281) 776-7000
	Ken Dennard, DRG&E (713) 529-6600

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)

FOR THE THREE MONTHS ENDED
November 1, 2008 AND November 3, 2007
(In thousands, except per share data)

	Three Months Ended
				% of						% of
	2008			Sales			2007			Sales
Net sales:
Clothing product	$	334,415			72.75	%	$	384,047			74.99	%
Tuxedo rental services		96,498			20.99	%		96,090			18.76	%
Alteration and other services		28,760			6.26	%		31,999			6.25	%
Total net sales		459,673			100.00	%		512,136			100.00	%
Cost of sales:
Clothing product including buying and distribution costs		143,793			31.28	%		159,204			31.09	%
Tuxedo rental services		16,202			3.52	%		16,383			3.20	%
Alteration and other services		23,673			5.15	%		24,941			4.87	%
Occupancy costs		73,281			15.94	%		71,137			13.89	%
Total cost of sales		256,949			55.90	%		271,665			53.05	%
Gross margin		202,724			44.10	%		240,471			46.95	%
Selling, general and administrative expenses		178,955			38.93	%		181,307			35.40	%
Operating income		23,769			5.17	%		59,164			11.55	%
Interest income		(744	)		(0.16	%)		(1,352	)		(0.26	%)
Interest expense		978			0.21	%		1,304			0.25	%
Earnings before income taxes		23,535			5.12	%		59,212			11.56	%
Provision for income taxes		8,948			1.95	%		22,145			4.32	%
Net earnings	$	14,587			3.17	%	$	37,067			7.24	%
Net earnings per share:
Basic	$	0.28					$	0.70
Diluted	$	0.28					$	0.69
Weighted average common shares outstanding:
Basic		51,703						53,141
Diluted		52,011						53,775

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)

FOR THE NINE MONTHS ENDED
November 1, 2008, November 3, 2007 AND PRO FORMA November 3, 2007
(In thousands, except per share data)

	Nine Months Ended
				% of						% of			Pro Forma			% of
	2008			Sales			2007			Sales			2007			Sales
Net sales:
Clothing product	$	1,109,014			74.13	%	$	1,189,945			75.43	%	$	1,193,463			74.24	%
Tuxedo rental services		294,145			19.66	%		290,521			18.42	%		316,855			19.71	%
Alteration and other  services		92,899			6.21	%		97,134			6.16	%		97,262			6.05	%
Total net sales		1,496,058			100.00	%		1,577,600			100.00	%		1,607,580			100.00	%
Cost of sales:
Clothing product including buying and distribution costs		484,758			32.40	%		512,360			32.48	%		514,974			32.03	%
Tuxedo rental services		49,569			3.31	%		52,072			3.30	%		56,313			3.50	%
Alteration and other services		73,608			4.92	%		74,346			4.71	%		74,346			4.62	%
Occupancy costs		220,601			14.75	%		197,580			12.52	%		203,974			12.69	%
Total cost of sales		828,536			55.38	%		836,358			53.01	%		849,607			52.85	%
Gross margin		667,522			44.62	%		741,242			46.99	%		757,973			47.15	%
Selling, general and administrative expenses		574,491			38.40	%		534,139			33.86	%		563,918			35.08	%
Operating income		93,031			6.22	%		207,103			13.13	%		194,055			12.07	%
Interest income		(2,259	)		(0.15	%)		(4,655	)		(0.30	%)		(4,177	)		(0.26	%)
Interest expense		3,617			0.24	%		3,513			0.22	%		3,724			0.23	%
Earnings before income taxes		91,673			6.13	%		208,245			13.20	%		194,508			12.10	%
Provision for income taxes		34,318			2.29	%		76,019			4.82	%		70,878			4.41	%
Net earnings	$	57,355			3.83	%	$	132,226			8.38	%	$	123,630			7.69	%
Net earnings per share:
Basic	$	1.11					$	2.47					$	2.31
Diluted	$	1.10					$	2.44					$	2.28
Weighted average common shares outstanding:
Basic		51,604						53,614						53,614
Diluted		51,913						54,284						54,284

Note: The pro forma condensed consolidated statement of earnings presents the Company’s results of operations as if the After Hours acquisition had occurred on January 29, 2006, after giving effect to certain purchase accounting adjustments. The pro forma information is not necessarily indicative of actual results had the acquisition occurred on January 29, 2006.

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	November 1,			November 3,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	84,337		$	102,531
Short-term investments		17,434			—
Accounts receivable, net		17,804			24,118
Inventories		490,831			515,917
Other current assets		66,223			69,217
Total current assets		676,629			711,783
Property and equipment, net		393,391			392,917
Tuxedo rental product, net		84,702			71,120
Goodwill		58,695			73,674
Other assets, net		18,361			23,204
Total assets	$	1,231,778		$	1,272,698
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	130,944		$	131,543
Accrued expenses and other current liabilities		102,347			123,214
Income taxes payable		468			19,425
Total current liabilities		233,759			274,182
Long-term debt		88,608			92,595
Deferred taxes and other liabilities		65,674			68,294
Total liabilities		388,041			435,071
Shareholders’ equity:
Preferred stock		—			—
Common stock		699			695
Capital in excess of par		312,485			301,690
Retained earnings		926,468			868,968
Accumulated other comprehensive income		16,621			51,929
Total		1,256,273			1,223,282
Treasury stock, at cost		(412,536	)		(385,655	)
Total shareholders equity		843,737			837,627
Total liabilities and equity	$	1,231,778		$	1,272,698

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THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

FOR THE NINE MONTHS ENDED
November 1, 2008 AND November 3, 2007
(In thousands)

	Nine Months Ended
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	57,355		$	132,226
Non-cash adjustments to net earnings:
Depreciation and amortization		68,699			57,293
Tuxedo rental product amortization		31,739			36,976
Other		11,691			7,987
Changes in assets and liabilities		(81,423	)		(91,398	)
Net cash provided by operating activities		88,061			143,084
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(69,485	)		(90,394	)
Net non-cash assets acquired		—			(68,253	)
Purchases of available-for-sale investments		(17,434	)		(277,480	)
Proceeds from sales of available-for-sale investments		59,921			277,480
Other investing activities		175			(91	)
Net cash used in investing activities		(26,823	)		(158,738	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid		(10,936	)		(9,186	)
Proceeds from revolving credit facility		150,600			—
Payments on revolving credit facility		(105,975	)		—
Payments on Canadian term loan		(31,880	)		—
Proceeds from issuance of common stock		2,359			6,323
Purchase of treasury stock		(156	)		(78,080	)
Other financing activities		(1,277	)		1,195
Net cash provided by (used in) financing activities		2,735			(79,748	)
Effect of exchange rate changes		(19,082	)		18,239
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		44,891			(77,163	)
Balance at beginning of period		39,446			179,694
Balance at end of period	$	84,337		$	102,531

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