UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended~~April~~ July 30, 2011or


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)		74-1790172 (I.R.S. Employer Identification Number)

6380 Rogerdale
Houston, Texas		~~77072-1624~~
(Address of Principal Executive Offices)		77072-1624 (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. Yesþ. Noo.

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). Yesþ. Noo.

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 filerþ	Accelerated filero	Non-accelerated filero	Smaller reporting companyo
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso. Noþ.

The number of shares of common stock of the Registrant, par value $.01 per share, outstanding at ~~June 3,~~September 2, 2011 was ~~51,624,893~~51,191,007 excluding ~~19,947,822~~20,447,822 shares classified as Treasury Stock.

Forward-Looking and Cautionary Statements

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

Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, including integration of acquisitions, performance issues with key suppliers, disruption in buying practices due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, aggressive advertising or marketing activities of competitors and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations. Refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended January 29, 2011 for a more complete discussion of these and other factors that might affect our performance and financial results. These forward-looking statements are intended to convey the Company’s expectations about the future, and speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GENERAL INFORMATION

The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair statement of the results for the ~~quarters~~three and six months ended ~~April~~July 30, 2011 and ~~May 1,~~July 31, 2010.

Our business historically has been seasonal in nature, and the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended January 29, 2011 and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year then ended filed with the SEC.

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

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)


	April 30,			May 1,			January 29,			July 30,			July 31,			January 29,
	2011			2010			2011			2011			2010			2011
	(Unaudited)			(Unaudited)						(Unaudited)			(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	145,657		$	219,562		$	136,371		$	162,301		$	281,500		$	136,371
Accounts receivable, net		72,004			24,640			60,607			65,289			19,066			60,607
Inventories		521,082			438,671			486,499			547,899			420,386			486,499
Other current assets		67,911			67,510			80,531			66,087			60,195			80,531


Total current assets		806,654			750,383			764,008			841,576			781,147			764,008


PROPERTY AND EQUIPMENT, net		329,592			336,771			332,611			337,517			333,133			332,611

TUXEDO RENTAL PRODUCT, net		95,180			101,731			89,465			88,786			91,690			89,465
GOODWILL		91,021			60,780			87,994			90,251			60,449			87,994
INTANGIBLE ASSETS, net		38,343			3,225			37,348			36,839			2,504			37,348
OTHER ASSETS		7,642			13,465			8,892			10,424			20,346			8,892


TOTAL ASSETS	$	1,368,432		$	1,266,355		$	1,320,318		$	1,405,393		$	1,289,269		$	1,320,318


LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Accounts payable	$	153,144		$	99,720		$	123,881		$	130,068		$	82,163		$	123,881
Accrued expenses and other current liabilities		170,847			136,183			139,640			151,754			129,971			139,640
Income taxes payable		597			2,826			3,135			23,994			7,589			3,135
Current maturities of long-term debt		—			45,780			—			—			45,226			—


Total current liabilities		324,588			284,509			266,656			305,816			264,949			266,656

DEFERRED TAXES AND OTHER LIABILITIES		70,736			62,741			69,809			71,864			64,402			69,809


Total liabilities		395,324			347,250			336,465			377,680			329,351			336,465


COMMITMENTS AND CONTINGENCIES (Note 4 and Note 14)

EQUITY:
Preferred stock		—			—			—			—			—			—
Common stock		714			707			710			715			708			710
Capital in excess of par		343,846			329,030			341,663			351,181			332,677			341,663
Retained earnings		1,024,168			964,834			1,002,975			1,074,942			1,002,995			1,002,975
Accumulated other comprehensive income		52,793			37,304			38,366			49,327			36,308			38,366
Treasury stock, at cost		(461,760	)		(412,770	)		(412,761	)		(461,760	)		(412,770	)		(412,761	)


Total equity attributable to common shareholders		959,761			919,105			970,953			1,014,405			959,918			970,953

Noncontrolling interest		13,347			—			12,900			13,308			—			12,900


Total equity		973,108			919,105			983,853			1,027,713			959,918			983,853


TOTAL LIABILITIES AND EQUITY	$	1,368,432		$	1,266,355		$	1,320,318		$	1,405,393		$	1,289,269		$	1,320,318

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)


	For the Quarter Ended						For the Three Months Ended						For the Six Months Ended
	April 30,			May 1,			July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010			2011			2010
Net sales:
Retail clothing product	$	410,261		$	364,690		$	401,789		$	357,599		$	812,050		$	722,289
Tuxedo rental services		73,141			72,154			148,267			142,462			221,408			214,616
Alteration and other services		37,309			32,941			35,978			32,299			73,287			65,240

Total retail sales		520,711			469,785			586,034			532,360			1,106,745			1,002,145
Corporate apparel clothing product sales		59,673			3,681			69,495			4,629			129,168			8,310

Total net sales		580,384			473,466			655,529			536,989			1,235,913			1,010,455

Cost of sales:
Retail clothing product		187,373			164,590			178,896			157,092			366,269			321,682
Tuxedo rental services		9,807			11,326			20,162			22,036			29,969			33,362
Alteration and other services		26,301			24,064			27,382			24,446			53,683			48,510
Occupancy costs		67,171			69,691			68,410			69,803			135,581			139,494

Total retail cost of sales		290,652			269,671			294,850			273,377			585,502			543,048
Corporate apparel clothing product cost of sales		43,099			2,792			51,434			3,340			94,533			6,132

Total cost of sales		333,751			272,463			346,284			276,717			680,035			549,180

Gross margin:
Retail clothing product		222,888			200,100			222,893			200,507			445,781			400,607
Tuxedo rental services		63,334			60,828			128,105			120,426			191,439			181,254
Alteration and other services		11,008			8,877			8,596			7,853			19,604			16,730
Occupancy costs		(67,171	)		(69,691	)		(68,410	)		(69,803	)		(135,581	)		(139,494	)

Total retail gross margin		230,059			200,114			291,184			258,983			521,243			459,097
Corporate apparel clothing product gross margin		16,574			889			18,061			1,289			34,635			2,178

Total gross margin		246,633			201,003			309,245			260,272			555,878			461,275

Selling, general and administrative expenses		202,996			179,650			220,227			191,168			423,223			370,818


Operating income		43,637			21,353			89,018			69,104			132,655			90,457

Interest income		44			34			114			46			158			80
Interest expense		(312	)		(259	)		(343	)		(321	)		(655	)		(580	)

Earnings before income taxes		43,369			21,128			88,789			68,829			132,158			89,957
Provision for income taxes		16,177			7,566			31,519			25,867			47,696			33,433


Net earnings including noncontrolling interest		27,192			13,562			57,270			42,962			84,462			56,524
Net loss attributable to noncontrolling interest		233			—
Net (earnings) loss attributable to noncontrolling interest								(192	)		—			41			—


Net earnings attributable to common shareholders	$	27,425		$	13,562		$	57,078		$	42,962		$	84,503		$	56,524


Net earnings per common share attributable to common shareholders (Note 3):
Basic	$	0.52		$	0.26		$	1.09		$	0.81		$	1.62		$	1.07

Diluted	$	0.52		$	0.26		$	1.09		$	0.81		$	1.61		$	1.06


Weighted average common shares outstanding (Note 3):
Basic		51,918			52,417			51,489			52,648			51,703			52,533

Diluted		52,197			52,628			51,792			52,806			51,994			52,717


Cash dividends declared per common share	$	0.12		$	0.09		$	0.12		$	0.09		$	0.24		$	0.18

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

~~(Unaudited)~~


	For the Quarter Ended						For the Six Months Ended
	April 30,			May 1,			July 30,			July 31,
	2011			2010			2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings including noncontrolling interest	$	27,192		$	13,562		$	84,462		$	56,524
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		18,652			18,690			37,805			36,885
Tuxedo rental product amortization		5,546			6,978			17,076			20,812
Loss on disposition of assets		88			219			666			209
Asset impairment charges								1,030			162
Deferred rent expense		359			830			863			1,681
Share-based compensation		2,970			2,637			6,500			5,723
Excess tax benefits from share-based plans		(691	)		(763	)		(1,386	)		(780	)
Deferred tax provision		7,097			6,389			2,078			4,182
Increase in accounts receivable		(8,900	)		(7,813	)		(3,065	)		(2,263	)
Increase in inventories		(27,266	)		(1,034	)
(Increase) decrease in inventories								(56,133	)		16,545
Increase in tuxedo rental product		(10,204	)		(5,240	)		(15,538	)		(9,276	)
(Increase) decrease in other assets		7,983			(478	)
Decrease in other assets								11,055			1,971
Increase in accounts payable, accrued expenses and other current liabilities		58,584			36,592			14,316			13,485
Decrease in income taxes payable		(1,818	)		(20,683	)
Increase (decrease) in income taxes payable								22,434			(15,402	)
Decrease in other liabilities		(558	)		(612	)		(147	)		(170	)


Net cash provided by operating activities		79,034			49,274			122,016			130,288


CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(14,284	)		(11,099	)		(38,258	)		(25,865	)
Proceeds from sales of property and equipment		22			—			51			23


Net cash used in investing activities		(14,262	)		(11,099	)		(38,207	)		(25,842	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		1,539			783			4,552			1,321
Cash dividends paid		(6,409	)		(4,756	)		(12,671	)		(9,535	)
Tax payments related to vested deferred stock units		(2,955	)		(2,656	)		(2,955	)		(2,656	)
Excess tax benefits from share-based plans		691			763			1,386			780
Purchase of treasury stock		(48,999	)		(144	)		(48,999	)		(144	)


Net cash used in financing activities		(56,133	)		(6,010	)		(58,687	)		(10,234	)


Effect of exchange rate changes		647			1,379			808			1,270


INCREASE IN CASH AND CASH EQUIVALENTS		9,286			33,544			25,930			95,482
Balance at beginning of period		136,371			186,018			136,371			186,018


Balance at end of period	$	145,657		$	219,562		$	162,301		$	281,500

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Significant Accounting Policies

Basis of Presentation —The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended January 29, 2011.

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

On August 6, 2010, we acquired Dimensions Clothing Limited (“Dimensions”) and certain assets of Alexandra plc (“Alexandra”), two leading providers of corporate clothing uniforms and workwear in the United Kingdom (refer to Note 2 for further details regarding the acquisitions). As a result of these acquisitions, in the third quarter of fiscal 2010, the Company revised its segment reporting to reflect two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. Prior to these acquisitions our corporate apparel business did not have a significant effect on the revenues or expenses of the Company and we reported our business as one operating segment. Prior period amounts reported as one operating segment have been revised to conform with our new segment reporting structure. Refer to Note 13 for further segment information.

Recent Accounting Pronouncements —In ~~January 2010,~~June 2011, the Financial Accounting Standards Board (“FASB”) issued updated guidance regarding the presentation of comprehensive income. The updated guidance allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. The update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance will be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this update will only impact the presentation of comprehensive income in our condensed consolidated financial statements.

In May 2011, the FASB updated the guidance regarding certain accounting and disclosure requirements related to fair value measurements. The updated guidance amends U.S. Generally Accepted Accounting Principles (“GAAP”) to create more commonality with International Financial Reporting Standards (“IFRS”) by changing some of the wording used to describe requirements for measuring fair value and for disclosing information about fair value measurements. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is not permitted. We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

In January 2010, the FASB issued authoritative guidance that expands the required disclosures about fair value measurements. This guidance provides for new disclosures requiring the Company to (a) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (b) present separately information about purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements. This guidance also provides clarification of existing disclosures requiring the Company to (i) determine each class of assets and liabilities based on the nature and risks of the investments rather

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

than by major security type and (ii) for each class of assets and liabilities, disclose the valuation techniques and inputs used to measure fair value for both Level 2 and Level 3 fair value measurements. We adopted this guidance ~~effective January 31,~~at the beginning of our 2010 fiscal year, except for the presentation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements, which ~~is effective for~~we adopted at the beginning of our 2011 fiscal ~~years beginning after December 15, 2010.~~year. The adoption of ~~the first phase of~~ this guidance ~~did not have a material impact on our financial position, results of operations or cash flows. The adoption of the second phase of this guidance, effective January 30, 2011,~~ did not have a material impact on our financial position, results of operations or cash flows.

In December 2010, the FASB updated the disclosures of supplementary pro forma information for business combinations. This update specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This amendment also expands the supplemental pro forma disclosures related to business combinations to include a description of the nature and amount of material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This update is effective prospectively for business combinations for which the acquisition date is on or after the beginning of ~~the first annual reporting period beginning on or after December 15, 2010. The adoption of this update will apply to future business combinations~~our 2011 fiscal year and is not expected to have a material impact on our financial position, results of operations or cash flows.

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

In December 2010, the FASB issued guidance to clarify when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This update modifies step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts, requiring the entity to assess whether it is more likely than not that the reporting units’ goodwill is impaired in order to determine if the entity should perform step 2 of the goodwill impairment test for those reporting unit(s). ~~This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted.~~ The adoption of this update at the beginning of our 2011 fiscal year did not ~~have a material impact on our financial position, results of operations or cash flows.~~

In May 2011, the FASB updated the guidance regarding certain accounting and disclosure requirements related to fair value measurements. The updated guidance amends U.S. Generally Accepted Accounting Principles (“GAAP”) to create more commonality with International Financial Reporting Standards (“IFRS”) by changing some of the wording used to describe requirements for measuring fair value and for disclosing information about fair value measurements. This update is effective for the fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is not permitted. We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

2. Acquisitions

On August 6, 2010, we acquired Dimensions and certain assets of Alexandra, two leading providers of corporate clothing uniforms and workwear in the United Kingdom (“UK”), to expand our corporate apparel operations. The results of operations for Dimensions and Alexandra have been included in the condensed consolidated financial statements since that date. The acquired businesses are organized under a UK-based holding company, of which the Company controls 86% and certain previous shareholders of Dimensions control 14%. The Company has the right to acquire the remaining outstanding shares of the UK-based holding company after fiscal 2013 on terms set forth in the Investment, Shareholders’ and Stock Purchase Agreement.

The acquisition-date cash consideration transferred for the Dimensions and Alexandra acquisitions was $79.8 million and $18.0 million, respectively, totaling $97.8 million (£61 million), and was funded through the Company’s cash on hand.

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~


	As of August 6, 2010
	Dimensions			Alexandra			Total
Current non-cash assets	$	25,515		$	—		$	25,515
Inventory		48,340			16,980			65,320
Property and equipment		5,374			283			5,657
Intangible assets		35,474			1,501			36,975

Total identifiable assets acquired		114,703			18,764			133,467


Current liabilities		40,590			279			40,869
Other liabilities		8,273			—			8,273

Total liabilities assumed		48,863			279			49,142


Net identifiable assets acquired		65,840			18,485			84,325
Goodwill		26,989			—			26,989

Subtotal		92,829			18,485			111,314
Less: Fair value of noncontrolling interest		(13,004	)		—			(13,004	)
Less: Gain on bargain purchase		—			(524	)		(524	)

Net assets acquired	$	79,825		$	17,961		$	97,786

Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Dimensions. All of the goodwill has been assigned to our corporate apparel reporting segment and is non-deductible for tax purposes.

Acquired intangible assets for both acquisitions consist primarily of customer relationship intangibles and trademarks, which are being amortized over their estimated useful lives of primarily 12 years. Acquired intangible assets also include $1.3 million related to certain trademarks of Alexandra which are not subject to amortization but will be evaluated at least annually for impairment.

In connection with the Alexandra acquisition, we recognized a gain on a bargain purchase of approximately $0.5 million in fiscal 2010. The transaction resulted in a bargain purchase because the previous UK business of Alexandra plc was in administration (similar to bankruptcy) and was being sold through a bidding process.

The $13.0 million noncontrolling interest fair value as of the August 6, 2010 acquisition date was determined based upon the $79.8 million fair value of consideration transferred to acquire our 86% interest in the UK businesses.

Total integration costs incurred for the acquisitions of Dimensions and Alexandra were $0.7 million and $1.4 for the ~~quarter~~three and six months ended ~~April~~July 30, 2011, respectively, and are included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings.

~~The~~For the three months ended July 30, 2011, the acquired businesses contributed net sales of ~~$54.0~~$63.2 million, gross margin of ~~$14.9~~$16.6 million and net earnings, including the pretax $0.7 million in integration costs, of ~~$0.1~~$1.1 million to the Company’s condensed consolidated ~~statement~~net earnings attributable to common shareholders. For the six months ended July 30, 2011, the acquired businesses contributed net sales of $117.2 million, gross margin of $31.5 million and net earnings, ~~for~~including the ~~quarter ended April 30, 2011.~~pretax $1.4 million in integration costs, of $1.2 million to the Company’s condensed consolidated net earnings attributable to common shareholders.

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

3. Earnings per Share

We calculate earnings per common share attributable to common shareholders using the two-class method in accordance with the guidance for determination of whether instruments granted in share-based payment transactions are participating securities. Our unvested restricted stock and deferred stock units contain rights to receive nonforfeitable dividends or dividend equivalents, respectively, and thus are participating securities requiring the two-class method of computing earnings per common share attributable to common shareholders. The two-class method is an earnings allocation formula that determines earnings per common share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings.

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

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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


							For the Three Months						For the Six Months
	For the Quarter Ended						Ended						Ended
	April 30,			May 1,			July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010			2011			2010
Numerator
Total net earnings attributable to common shareholders	$	27,425		$	13,562		$	57,078		$	42,962		$	84,503		$	56,524
Net earnings allocated to participating securities (restricted stock and deferred stock units)		(294	)		(121	)		(711	)		(402	)		(978	)		(521	)

Net earnings attributable to common shareholders	$	27,131		$	13,441		$	56,367		$	42,560		$	83,525		$	56,003

Denominator
Basic weighted average common shares outstanding		51,918			52,417			51,489			52,648			51,703			52,533
Effect of dilutive securities:
Stock options and equity-based compensation		279			211			303			158			291			184

Diluted weighted average common shares outstanding		52,197			52,628			51,792			52,806			51,994			52,717


Net earnings per common share attributable to common shareholders:
Basic	$	0.52		$	0.26		$	1.09		$	0.81		$	1.62		$	1.07

Diluted	$	0.52		$	0.26		$	1.09		$	0.81		$	1.61		$	1.06

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~ For the three and six months ended July 31, 2010, 1.0 million and 0.9 million anti-dilutive stock options were excluded from the calculation of diluted earnings per common share, respectively.

4. Debt

On January 26, 2011, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with a group of banks to amend and restate our then existing credit facility, which provided the Company with a revolving credit facility, scheduled to mature on February 11, 2012, as well as a term loan to our Canadian subsidiaries, which was scheduled to mature on February 10, 2011. The term loan outstanding balance of US$46.7 million was paid in full during the fourth quarter of fiscal 2010.

The Credit Agreement provides for a total senior revolving credit facility of $200.0 million, with increases to $300.0 million upon additional lender commitments, that matures on January 26, 2016. The Credit Agreement is secured by the stock of certain of our subsidiaries. The Credit Agreement has several borrowing and interest rate options including the following indices: (i) adjusted LIBO rate, (ii) adjusted EURIBO rate, (iii) CDO rate, (iv) Canadian prime rate or (v) an alternate base rate (equal to the greater of the prime rate, the federal funds rate plus 0.5% or the adjusted LIBO rate for a one month period plus 1.0%). Advances under the Credit Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin up to 2.75%. The Credit Agreement also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 2.00% to 2.75%, and a fee on unused commitments which ranges from 0.35% to 0.50%. As of ~~April~~July 30, 2011, there were no borrowings outstanding under the Credit Agreement.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Credit Agreement contains certain restrictive and financial covenants, including the requirement to maintain certain financial ratios. The restrictive provisions in the Credit Agreement reflect an overall covenant structure that is generally representative of a commercial loan made to an investment-grade company. Our debt, however, is not rated and we have not sought, and are not seeking, a rating of our debt. We were in compliance with the covenants in the Credit Agreement as of ~~April~~July 30, 2011.

We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At ~~April~~July 30, 2011, letters of credit totaling approximately ~~$21.4~~$24.3 million were issued and outstanding. Borrowings available under our Credit Agreement at ~~April~~July 30, 2011 were ~~$178.6~~$175.7 million.

5. Supplemental Cash Flows

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


	For the Quarter Ended				For the Six Months Ended
	April 30,		May 1,		July 30,		July 31,
	2011		2010		2011		2010
Cash paid during the quarter for:
Cash paid during the six months for:
Interest	$	177	$	212	$	414	$	480

Income taxes, net	$	2,405	$	24,795	$	10,512	$	44,081


Schedule of noncash investing and financing activities:
Tax benefit related to share-based plans	$	633	$	526	$	1,426	$	550

Cash dividends declared	$	6,219	$	4,757	$	6,261	$	4,779

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

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

April 30, May 1, January 29,
2011 2010 2011
Prepaid expenses $ 31,766 $ 29,787 $ 31,009
Current deferred tax asset 27,329 30,484 32,151
Tax receivable 4,309 4,123 12,927
Other 4,507 3,116 4,444

Total other current assets $ 67,911 $ 67,510 $ 80,531

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

Accrued salary, bonus, sabbatical and vacation $ 37,514 $ 31,497 $ 50,831
Sales, payroll and property taxes payable 27,998 20,229 17,005
Accrued workers compensation and medical costs 17,493 16,544 17,318
Customer deposits, prepayments and refunds payable 48,949 37,288 12,770
Unredeemed gift certificates 12,890 13,393 14,385
Loyalty program reward certificates 6,964 6,354 7,636
Cash dividends declared 6,219 4,757 6,396
Other 12,820 6,121 13,299

Total accrued expenses and other current liabilities $ 170,847 $ 136,183 $ 139,640

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

Deferred rent and landlord incentives $ 48,765 $ 45,282 $ 47,910
Non-current deferred and other income tax liabilities 16,114 11,380 15,079
Other 5,857 6,079 6,820

Total deferred taxes and other liabilities $ 70,736 $ 62,741 $ 69,809

		0000000000		0000000000		0000000000
	July 30,		July 31,		January 29,
	2011		2010		2011
Prepaid expenses	$	31,212	$	29,695	$	31,009
Current deferred tax asset		28,551		25,378		32,151
Tax receivable		149		174		12,927
Other		6,175		4,948		4,444


Total other current assets	$	66,087	$	60,195	$	80,531

		0000000000		0000000000		0000000000
Accrued expenses and other current liabilities consist of the following (in thousands):

Accrued salary, bonus, sabbatical and vacation	$	40,009	$	32,125	$	50,831
Sales, payroll and property taxes payable		19,799		19,251		17,005
Accrued workers compensation and medical costs		17,292		16,731		17,318
Customer deposits, prepayments and refunds payable		36,268		26,021		12,770
Unredeemed gift certificates		12,213		12,590		14,385
Loyalty program reward certificates		6,728		6,427		7,636
Cash dividends declared		6,261		4,779		6,396
Other		13,184		12,047		13,299


Total accrued expenses and other current liabilities	$	151,754	$	129,971	$	139,640

		0000000000		0000000000		0000000000
Deferred taxes and other liabilities consist of the following (in thousands):

Deferred rent and landlord incentives	$	49,882	$	46,703	$	47,910
Non-current deferred and other income tax liabilities		15,281		11,209		15,079
Other		6,701		6,490		6,820


Total deferred taxes and other liabilities	$	71,864	$	64,402	$	69,809

1112

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7. ~~Shareholders’~~ Equity and Noncontrolling Interest

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


														Total																						Total
									Accumulated					Equity																	Accumulated					Equity
			Capital in						Other					Attributable to											Capital in						Other					Attributable to
	Common		Excess of			Retained			Comprehensive		Treasury			Common			Noncontrolling			Total			Common		Excess of			Retained			Comprehensive		Treasury			Common			Noncontrolling			Total
	Stock		Par Value			Earnings			Income		Stock			Shareholders			Interest			Equity			Stock		Par Value			Earnings			Income		Stock			Shareholders			Interest			Equity
Balances — January 29, 2011	$	710	$	341,663		$	1,002,975		$	38,366	$	(412,761	)	$	970,953		$	12,900		$	983,853		$	710	$	341,663		$	1,002,975		$	38,366	$	(412,761	)	$	970,953		$	12,900		$	983,853
Net earnings (loss)		—		—			27,425			—		—			27,425			(233	)		27,192			—		—			84,503			—		—			84,503			(41	)		84,462
Other comprehensive income (a)		—		—			—			14,427		—			14,427			680			15,107			—		—			—			10,961		—			10,961			449			11,410
Cash dividends		—		—			(6,232	)		—		—			(6,232	)		—			(6,232	)		—		—			(12,536	)		—		—			(12,536	)		—			(12,536	)
Share-based compensation		—		2,970			—			—		—			2,970			—			2,970			—		6,500			—			—		—			6,500			—			6,500
Common stock issued to stock discount plan		—		520			—			—		—			520			—			520			—		1,096			—			—		—			1,096			—			1,096
Common stock issued upon exercise of stock options		1		1,018			—			—		—			1,019			—			1,019			2		3,454			—			—		—			3,456			—			3,456
Common stock issued pursuant to restricted stock and deferred stock unit awards		3		(3	)		—			—		—			—			—			—			3		(3	)		—			—		—			—			—			—
Tax payments related to vested deferred stock units		—		(2,955	)		—			—		—			(2,955	)		—			(2,955	)		—		(2,955	)		—			—		—			(2,955	)		—			(2,955	)
Tax benefit related to share-based plans		—		633			—			—		—			633			—			633			—		1,426			—			—		—			1,426			—			1,426
Treasury stock purchased		—		—			—			—		(48,999	)		(48,999	)		—			(48,999	)		—		—			—			—		(48,999	)		(48,999	)		—			(48,999	)

Balances — April 30, 2011	$	714	$	343,846		$	1,024,168		$	52,793	$	(461,760	)	$	959,761		$	13,347		$	973,108
Balances — July 30, 2011																							$	715	$	351,181		$	1,074,942		$	49,327	$	(461,760	)	$	1,014,405		$	13,308		$	1,027,713

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

8. Treasury Stock

As of ~~April~~July 30, 2011, we had 19,947,822 shares held in treasury stock. The change in our treasury shares for the year ended January 29, 2011 and for the ~~quarter~~six months ended ~~April~~July 30, 2011 is provided below:


	Treasury Shares
Balance, January 30, 2010		18,111,602
Treasury stock issued to profit sharing plan		(386	)
Purchases of treasury stock		7,134

Balance, January 29, 2011		18,118,350
Purchases of treasury stock		1,829,472

Balance, ~~April~~July 30, 2011		19,947,822

In January 2006, the Board of Directors authorized a $100.0 million share repurchase program of our common stock. This authorization superceded any remaining previous authorizations. In August 2007, the Company’s Board of Directors approved a replenishment of the Company’s share repurchase program to $100 million by authorizing $90.3 million to be added to the remaining $9.7 million of the then current program. In January 2011, the Board of Directors approved a $150.0 million share repurchase program of our common stock, which amends and increases the Company’s existing share repurchase authorization. This authorization superceded any remaining previous authorizations.

No shares were repurchased under the August 2007 authorization during the first ~~quarter~~six months of fiscal 2010. During the first ~~quarter~~six months of fiscal 2011, 1,822,340 shares at a cost of $48.8 million were repurchased at an average price per share of $26.78 under the January 2011 authorization. At ~~April~~July 30, 2011, the remaining balance available under the January 2011 authorization was $101.2 million. Subsequent to July 30, 2011 and through September 2, 2011, we have purchased 500,000 shares for $15.0 million at an average price per share of $29.98 under the January 2011 authorization.

During the ~~quarter~~six months ended ~~April~~July 30, 2011, 7,132 shares at a cost of $0.2 million were repurchased at an average price per share of $27.77 in a private transaction to satisfy tax withholding obligations arising upon the vesting of certain restricted stock. During the ~~quarter~~six months ended ~~May 1,~~July 31, 2010, 7,134 shares at a cost of $0.1 million were repurchased at an average price per share of $20.24 in a private transaction to satisfy tax withholding obligations arising upon the vesting of certain restricted stock.

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


	For the Quarter Ended
	April 30,		May 1,		For the Six Months Ended
	2011		2010		July 30, 2011		July 31, 2010
Shares repurchased		1,829,472		7,134		1,829,472		7,134
Total costs	$	48,999	$	144	$	48,999	$	144
Average price per share	$	26.78	$	20.24	$	26.78	$	20.24

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9. Share-Based Compensation Plans

We maintain several equity plans under which we may grant stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards to full-time key employees and non-employee directors. We account for share-based awards in accordance with the FASB standard regarding share-based payments, which requires the compensation cost resulting from all share-based payment transactions be recognized in the financial statements. The amount of compensation cost is measured based on the grant-date fair value of the instrument issued and is recognized over the vesting period. Share-based compensation expense recognized for the ~~quarters~~three and six months ended ~~April~~July 30, 2011 was $3.5 million and ~~May 1,~~$6.5 million, respectively. Share-based compensation expense recognized for the three and six months ended July 31, 2010 was ~~$3.0~~$3.1 million and ~~$2.6~~$5.7 million, respectively.

Stock Options

The following table summarizes stock option activity for the ~~quarter~~six months ended ~~April~~July 30, 2011:


				Weighted-					Weighted-
				Average					Average
				Exercise					Exercise
	Shares			Price		Shares			Price
Outstanding at January 29, 2011		1,563,473		$	20.64		1,563,473		$	20.64
Granted		131,173			27.94		131,173			27.94
Exercised		(71,960	)		14.16		(227,571	)		15.19
Forfeited		(3,000	)		22.72		(3,000	)		22.72
Expired		(3,216	)		13.74		(3,216	)		13.74

Outstanding at April 30, 2011		1,616,470		$	21.53
Outstanding at July 30, 2011							1,460,859		$	22.16

Exercisable at April 30, 2011		855,369		$	19.66
Exercisable at July 30, 2011							758,924		$	20.22

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

Effective January 31, 2010, we adopted enhanced disclosure requirements for fair value measurements. We adopted the second phase of the enhanced disclosure requirements for fair value measurements effective January 30, 2011. Refer to Note 1. There were no transfers into or out of Level 1 and Level 2 during the ~~quarter~~three and six months ended ~~April~~July 30, 2011 or July 31, 2010, respectively, or during the year ended January 29, 2011.

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


			Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
			Quoted Prices								Quoted Prices
			in Active		Significant						in Active		Significant
			Markets for		Other		Significant				Markets for		Other		Significant
			Identical		Observable		Unobservable				Identical		Observable		Unobservable
			Instruments		Inputs		Inputs				Instruments		Inputs		Inputs
(in thousands)	April 30, 2011		(Level 1)		(Level 2)		(Level 3)		July 30, 2011		(Level 1)		(Level 2)		(Level 3)
Assets:
Derivative financial instruments	$	207	$	—	$	207	$	—	$	89	$	—	$	89	$	—

Liabilities:
Derivative financial instruments	$	1,371	$	—	$	1,371	$	—	$	362	$	—	$	362	$	—

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


			Fair Value Measurements at Reporting Date Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Instruments		Inputs		Inputs
(in thousands)	July 31, 2010		(Level 1)		(Level 2)		(Level 3)
Assets:
Derivative financial instruments	$	155	$	—	$	155	$	—

Liabilities:
Derivative financial instruments	$	60	$	—	$	60	$	—

Derivative financial instruments are comprised of foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity’s functional currency. Our derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value based upon observable market inputs. Derivative financial instruments in an asset position are included within other current assets in the condensed consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities in the condensed consolidated balance sheets. Refer to Note 12 for further information regarding our derivative instruments.

~~At May 1, 2010, we had no financial assets or liabilities measured at fair value on a recurring basis.~~

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

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

Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. The fair values of long-lived assets held-for-use are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available. We classify these measurements as Level 3 within the fair value hierarchy. ~~No impairment~~For the three and six months ended July 30, 2011, we recorded charges ~~were recorded~~ for the ~~carrying value~~impairment of long-lived assets ~~during~~of $1.0 million which is included within SG&A in our condensed consolidated statement of earnings. The asset impairment charges reduced the ~~first quarter~~carrying amounts of ~~2011 or~~the applicable long-lived assets, primarily leasehold improvements for certain Men’s Wearhouse and Tux stores, to their fair values of $0.1 million as of July 30, 2011. For the three and six months ended July 31, 2010, we recorded charges for the impairment of long-lived assets of $0.2 million which is included within SG&A in our condensed consolidated statement of earnings. The asset impairment charges reduced the carrying amounts of the applicable long-lived assets to their fair values of $0.2 million as of July 31, 2010.

Fair Value of Financial Instruments

Our financial instruments, other than those presented in the disclosures above, consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities and current maturities of long-term debt. Management estimates that, as of ~~April~~July 30, 2011, ~~May 1,~~July 31, 2010 and January 29, 2011, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their fair value due to the highly liquid or short-term nature of these instruments. The fair value of current maturities of long-term debt at ~~May 1,~~July 31, 2010 approximate their carrying amounts based upon terms available to us for borrowings with similar arrangements and remaining maturities.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12. Derivative Financial Instruments

We are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs and our operations in foreign countries. In connection with our direct sourcing programs, we may enter into merchandise purchase commitments that are denominated in a currency different from the functional currency of the operating entity. Our risk management policy is to hedge a significant portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts. ~~The~~During the second quarter of fiscal 2010, we had designated as and accounted for our foreign exchange forward contracts as cash flow hedges. Beginning in the third quarter of fiscal 2010, the Company no longer designates and accounts for foreign exchange forward contracts as cash flow hedges and has not elected to apply hedge accounting to these transactions denominated in a foreign currency.

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

The tables below disclose the fair value of the derivative financial instruments included in the condensed consolidated balance sheets as of July 30, 2011, January 29, 2011 and July 31, 2010.

July 30, 2011

Asset Derivatives

Liability Derivatives

Balance Sheet

��

Balance Sheet

(in thousands)

Location

Fair Value

Location

Fair Value

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

Accrued expenses and other
current liabilities

362

January 29, 2011

Asset Derivatives

Liability Derivatives

Balance Sheet

(in thousands)

Location

Fair Value

Location

Fair Value

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

361

Accrued expenses and other
current liabilities

July 31, 2010

Asset Derivatives

Liability Derivatives

Balance Sheet

(in thousands)

Location

Fair Value

Location

Fair Value

Derivatives designated as hedging instruments:

Foreign exchange forward contracts designated as cash flow hedges

Other current assets

155

Accrued expenses and other
current liabilities

1820

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The tables below disclose the fair value of the derivative financial instruments included in the condensed consolidated balance sheets as of April 30, 2011 and January 29, 2011. We held no derivative financial instruments as of May 1, 2010.

April 30, 2011
Asset Derivatives Liability Derivatives
Balance Sheet Balance Sheet
(in thousands) Location Fair Value Location Fair Value
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts Other current assets $ 207 Accrued expenses and other current liabilities $ 1,371

Total derivative instruments $ 207 $ 1,371

January 29, 2011
Asset Derivatives Liability Derivatives
Balance Sheet Balance Sheet
(in thousands) Location Fair Value Location Fair Value
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts Other current assets $ 361 Accrued expenses and other current liabilities $ 35

Total derivative instruments $ 361 $ 35

At ~~April~~July 30, 2011, we had ~~six~~two contracts to purchase euros for an aggregate notional amount of US$~~3.0~~1.0 million maturing in various increments at various dates through October 2011, ~~two~~six contracts to purchase United States dollars (“USD”) for an aggregate notional amount of Canadian dollars (“CAD”) ~~$0.2~~$6.1 million maturing in various increments at various dates through ~~May~~December 2011 and 6034 contracts to purchase USD for an aggregate notional amount of pounds Sterling (“GBP”) ~~£21.7~~£11.9 million maturing in various increments at various dates through November 2011. For the ~~quarter~~three and six months ended ~~April~~July 30, 2011, we recognized a net ~~pre-tax~~pretax loss of $0.8 million and $1.5 million, respectively, in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as ~~cash flow hedges.~~hedging instruments.

At January 29, 2011, we had six contracts to purchase euros for an aggregate notional amount of US$3.8 million maturing in various increments at various dates through October 2011, 10 contracts to purchase USD for an aggregate notional amount of CAD $5.8 million maturing in various increments at various dates through May 2011 and 70 contracts to purchase USD for an aggregate notional amount of GBP £27.6 million maturing in various increments at various dates through September 2011.

At July 31, 2010, we had three contracts maturing in varying increments to purchase an aggregate notional amount of $2.9 million in foreign currency, maturing at various dates through March 2011. No amounts were recorded in our results of operations for the six months ended July 31, 2010 as a result of hedge ineffectiveness, hedge components excluded from the assessment of effectiveness or the discontinuance of cash flow hedges because the forecasted transactions were no longer probable. As of July 31, 2010, accumulated other comprehensive income included an unrealized gain of approximately $0.1 million, net of tax, which was subsequently recognized in the third quarter of fiscal 2010 as a reduction to cost of sales. No amounts were reclassified from accumulated other comprehensive income to earnings for the six months ended July 31, 2010.

We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of ~~April~~July 30, 2011, or January 29, ~~2011.~~2011 or July 31, 2010, respectively.

13. Segment Reporting

On August 6, 2010, we acquired Dimensions and certain assets of Alexandra, two leading providers of corporate clothing uniforms and workwear in the UK (refer to Note 2). As a result of these acquisitions, in the third quarter of fiscal 2010, the Company revised its segment reporting to reflect two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. Prior to these acquisitions our corporate apparel business did not have a significant effect on the revenues or expenses of the Company and we reported our business as one operating segment. Prior period amounts reported as one operating segment have been revised to conform to our new segment reporting structure.

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

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

The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Twin Hill in the United States and, beginning in the third quarter of fiscal 2010, Dimensions and Alexandra in the UK. The two corporate apparel and uniform concepts are operating segments that have been aggregated into the reportable corporate apparel segment based on their similar economic characteristics, products, production processes, target customers and distribution methods. The corporate apparel segment provides corporate clothing uniforms and workwear to workforces.

The accounting policies for each of our operating segments are the same as those described in Note 1.

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

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


	For the Quarter Ended				For the Three Months Ended				For the Six Months Ended
	April 30, 2011		May 1, 2010		July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
Net sales:

MW (1)	$	354,671	$	318,340	$	407,025	$	367,354	$	761,696	$	685,694
K&G		106,749		98,260		92,528		87,578		199,277		185,838
Moores		53,180		47,396		80,327		71,550		133,507		118,946
MW Cleaners		6,111		5,789		6,154		5,878		12,265		11,667

Total retail segment		520,711		469,785		586,034		532,360		1,106,745		1,002,145


Twin Hill		5,715		3,681		6,267		4,629		11,982		8,310
Dimensions and Alexandra (UK)		53,958		—		63,228		—		117,186		—


Total corporate apparel segment		59,673		3,681		69,495		4,629		129,168		8,310


Total net sales	$	580,384	$	473,466	$	655,529	$	536,989	$	1,235,913	$	1,010,455

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

For the Quarter Ended
April 30, 2011 May 1, 2010
Net sales:

Men’s tailored clothing product $ 229,203 $ 197,094
Men’s non-tailored clothing product 158,283 145,701
Ladies clothing product 22,775 21,895

Total retail clothing product 410,261 364,690

Tuxedo rental services 73,141 72,154

Alteration services 31,198 27,152
Retail dry cleaning services 6,111 5,789

Total alteration and other services 37,309 32,941

Corporate apparel clothing product 59,673 3,681

Total net sales $ 580,384 $ 473,466

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


	For the Quarter Ended
	April 30, 2011			May 1, 2010			For the Three Months Ended						For the Six Months Ended
Operating income (loss):							July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010

Retail	$	44,897		$	22,737		$	88,160		$	72,623		$	133,057		$	95,360
Corporate apparel		(1,260	)		(1,384	)		858			(3,519	)		(402	)		(4,903	)

Operating income		43,637			21,353			89,018			69,104			132,655			90,457
Interest income		44			34			114			46			158			80
Interest expense		(312	)		(259	)		(343	)		(321	)		(655	)		(580	)

Earnings before income taxes	$	43,369		$	21,128		$	88,789		$	68,829		$	132,158		$	89,957

~~THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~


	July 30,		July 31,		January 29,
Segment assets:	2011		2010		2011
Retail	$	1,154,785	$	1,249,779	$	1,081,169
Corporate apparel		250,608		39,490		239,149

Total assets	$	1,405,393	$	1,289,269	$	1,320,318

14. Legal Matters

On October 8, 2009, the Company was named in a federal securities class action lawsuit filed in the United States District Court for the Southern District of Texas, Houston Division. The case iswas styledMaterial Yard Workers Local 1175 Benefit Funds, et al. v. The Men’s Wearhouse, Inc., Case No. 4:09-cv-03265. The class period alleged in the complaint ~~runs~~ran from March 7, 2007 to January 9, 2008. The primary allegations ~~are~~were that the Company issued false and misleading press releases regarding its guidance for fiscal year 2007 on various occasions during the alleged class period. The complaint ~~seeks~~sought damages based on the decline in the Company’s stock price following the announcement of lowered guidance on Oct. 10, 2007, Nov. 28, 2007, and Jan. 9, 2008. The ~~case is in its early stages and discovery has not begun. The~~ Company filed a motion to dismiss ~~the complaint~~ on April 12, ~~2010, and we are awaiting a decision from~~2010. On July 22, 2011, the ~~Court. The Company believes~~Court dismissed the lawsuit is without ~~merit~~leave to amend, and ~~intends to mount a vigorous defense; we are unable to determine~~ the ~~likely outcome at this time.~~plaintiff did not appeal the dismissal.

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.

2223

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

For supplemental information, it is suggested that “Management’s Discussion and Analysis of Financial Condition and Results of Operations” be read in conjunction with the corresponding section included in our Annual Report on Form 10-K for the year ended January 29, 2011. 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 “2011” mean the 52-week fiscal year ending January 28, 2012.

The Men’s Wearhouse, Inc. is a specialty apparel retailer offering suits, suit separates, sport coats, pants, shoes, shirts, sportswear, outerwear and accessories for men and tuxedo rentals. We offer our products and services through multiple channels including The Men’s Wearhouse, Men’s Wearhouse and Tux, K&G, Moores Clothing for Men and on the internet atwww.menswearhouse.com andwww.kgstores.com. Our stores are located throughout the United States and Canada and carry a wide selection of brand name and private label merchandise. In addition, we offer our customers a variety of services, including alterations and our loyalty program, and most of our K&G stores offer ladies’ career apparel, sportswear and accessories, including shoes.

We also conduct corporate apparel and uniform operations through Twin Hill in the United States and, in the Houston, Texas area, conduct retail dry cleaning and laundry operations through MW Cleaners.

On August 6, 2010, we acquired Dimensions Clothing Limited (“Dimensions”) and certain assets of Alexandra plc (“Alexandra”), two leading providers of corporate clothing uniforms and workwear in the United Kingdom, to expand our corporate apparel operations. These operations offer their products through multiple channels including managed corporate accounts, catalogs and on the internet atwww.dimensions.co.uk andwww.alexandra.co.uk. The results of operations for Dimensions and Alexandra have been included in the condensed consolidated financial statements since that date. The combined businesses are organized under a UK-based holding company, of which we control 86% and certain previous shareholders of Dimensions control 14%. We have the right to acquire the remaining outstanding shares of the UK-based holding company in the future on the terms set forth in the Investment, Shareholders’ and Stock Purchase Agreement. The acquisition-date cash consideration transferred for the Dimensions and Alexandra acquisitions was $79.8 million and $18.0 million, respectively, totaling $97.8 million (£61 million), and was funded through the Company’s cash on hand. Refer to Note 2 of Notes to Condensed Consolidated Financial Statements for further details regarding the acquisitions.

As a result of these acquisitions, in the third quarter of fiscal 2010, we revised our segment reporting to reflect two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. Prior to these acquisitions our corporate apparel business did not have a significant effect on the revenues or expenses of the Company and we reported our business as one operating segment. Prior period amounts reported as one operating segment have been revised to conform to our new segment reporting structure.

The retail segment includes the results from our four retail merchandising brands: Men’s Wearhouse, Men’s Wearhouse and Tux, K&G and Moores. MW Cleaners is also aggregated in the retail segment as these operations have not had a significant effect on the revenues or expenses of the Company.

The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Twin Hill in the United States and, beginning in the third quarter of fiscal 2010, by Dimensions and Alexandra in the United Kingdom. Refer to Note 13 of Notes to Condensed Consolidated Financial Statements for additional information and disclosures regarding our reportable segments and the discussion included in “Results of Operations” below.

2324

We had revenues of ~~$580.4~~$655.5 million and net earnings attributable to common shareholders of ~~$27.4~~$57.1 million for the quarter ended ~~April~~July 30, 2011, compared to revenues of ~~$473.5~~$537.0 million and net earnings attributable to common shareholders of ~~$13.6~~$43.0 million for the quarter ended ~~May 1,~~July 31, 2010. We had revenues of $1,235.9 million and net earnings attributable to common shareholders of $84.5 million for the six months ended July 30, 2011, compared to revenues of $1,010.5 million and net earnings attributable to common shareholders of $56.5 million for the six months ended July 31, 2010. We increased our revenues by ~~$106.9~~$118.5 million or ~~22.6%~~22.1% and our gross margin by ~~$45.6~~$49.0 million or ~~22.7%~~18.8% for the second quarter of 2011 as compared to the same prior year period. We increased our revenues by $225.5 million or 22.3% and our gross margin by $94.6 million or 20.5% for the first ~~quarter~~six months of ~~2011.~~2011 as compared to the same prior year period. The acquisitions of Dimensions and Alexandra on August 6, 2010 contributed ~~$54.0~~$63.2 million of the increased revenues and ~~$14.9~~$16.6 million of the increased gross ~~margin.~~margin for the quarter ended July 30, 2011 and $117.2 million of the increased revenues and $31.5 million of the increased gross margin for the six months ended July 30, 2011. We closed ~~eight~~21 stores (one Men’s Wearhouse store, ~~one~~two K&G ~~store~~stores and ~~six~~18 Men’s Wearhouse & Tux stores), of which ~~five~~ten had reached the end of their lease terms, and opened ~~three~~seven Men’s Wearhouse stores during the first ~~quarter~~six months of 2011. ~~While we believe conditions have become more stable and overall our~~Our businesses experienced improvement in both sales and profitability during the second quarter and first ~~quarter~~six months of 2011, as compared to the prior year ~~period,~~periods, but we expect general economic conditions to remain difficult in ~~2011;~~2011 as high unemployment levels and the overall economic health could negatively impact consumer confidence and the level of consumer discretionary spending. We plan to continue our efforts to stimulate sales with discounts and other promotional events, to manage our inventory purchases, to maintain our cost control efforts and to manage our capital expenditures.

Results of Operations

For the ~~Quarter~~Three Months Ended ~~April~~July 30, 2011 compared to the ~~Quarter~~Three Months Ended ~~May 1,~~July 31, 2010

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


	For the Quarter						For the Three Months
	Ended (1)						Ended (1)
	April 30,			May 1,			July 30,			July 31,
	2011			2010			2011			2010
Net sales:
Retail clothing product		70.7	%		77.0	%		61.3	%		66.6	%
Tuxedo rental services		12.6			15.2			22.6			26.5
Alteration and other services		6.4			7.0			5.5			6.0

Total retail sales		89.7			99.2			89.4			99.1
Corporate apparel clothing product sales		10.3			0.8			10.6			0.9

Total net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales (2):
Retail clothing product		45.7			45.1			44.5			43.9
Tuxedo rental services		13.4			15.7			13.6			15.5
Alteration and other services		70.5			73.1			76.1			75.7
Occupancy costs		12.9			14.8			11.7			13.1

Total retail cost of sales		55.8			57.4			50.3			51.4
Corporate apparel clothing product cost of sales		72.2			75.8			74.0			72.2

Total cost of sales		57.5			57.5			52.8			51.5
Gross margin (2):
Retail clothing product		54.3			54.9			55.5			56.1
Tuxedo rental services		86.6			84.3			86.4			84.5
Alteration and other services		29.5			26.9			23.9			24.3
Occupancy costs		(12.9	)		(14.8	)		(11.7	)		(13.1	)

Total retail gross margin		44.2			42.6			49.7			48.6
Corporate apparel clothing product gross margin.		27.8			24.2
Corporate apparel clothing product gross margin								26.0			27.8

Total gross margin		42.5			42.5			47.2			48.5
Selling, general and administrative expenses		35.0			37.9			33.6			35.6

Operating income		7.5			4.5			13.6			12.9
Interest income		0.0			0.0			0.0			0.0
Interest expense		(0.1	)		(0.1	)		(0.1	)		(0.1	)

Earnings before income taxes		7.5			4.5			13.5			12.8
Provision for income taxes		2.8			1.6			4.8			4.8

Net earnings including noncontrolling interest		4.7			2.9			8.7			8.0
Net loss attributable to noncontrolling interest		0.0			0.0
Net earnings attributable to noncontrolling interest								0.0			0.0

Net earnings attributable to common shareholders		4.7	%		2.9	%		8.7	%		8.0	%

The Company’s total net sales increased ~~$106.9~~$118.5 million, or ~~22.6%~~22.1%, to ~~$580.4~~$655.5 million for the quarter ended ~~April~~July 30, 2011 as compared to the same prior year quarter. Total corporate apparel clothing product sales increased ~~$56.0~~$64.9 million due mainly to ~~$54.0~~$63.2 million in sales from the Dimensions and Alexandra operations acquired on August 6, 2010. Total retail sales increased ~~$50.9~~$53.7 million, or ~~10.8%~~10.1%, to ~~$520.7~~$586.0 million due mainly to a ~~$45.6~~$44.2 million increase in retail clothing product revenues and a $5.8 million increase in tuxedo rental services revenues, and is attributable to the following:


(in millions)	(in millions)		Amount Attributed to	(in millions)		Amount Attributed to

$	42.3		Increase in comparable sales.	44.0		Increase in comparable sales.
	7.9		Increase in e-commerce, alteration and other services sales.	6.8		Increase in e-commerce, alteration and other services sales.
	5.6		Increase from net sales of stores opened in 2010, relocated stores and expanded stores not yet included in comparable sales.	5.2		Increase from net sales of stores opened in 2010, relocated stores and expanded stores not yet included in comparable sales.
	0.3		Increase in net sales from three new stores opened in 2011.	1.4		Increase in net sales from seven new stores opened in 2011.
	(7.6	)	Decrease in net sales resulting from closed stores.	(8.9	)	Decrease in net sales resulting from closed stores.
	2.4		Increase in net sales resulting from change in U.S./Canadian dollar exchange rate.	5.2		Increase in net sales resulting from change in U.S./Canadian dollar exchange rate.

$	50.9		Increase in total retail sales.	53.7		Increase in total retail sales.

Comparable store sales (which are calculated by excluding the net sales of a store for any month of one period if the store was not open throughout the same month of the prior period) increased ~~10.8%~~10.9% at Men’s Wearhouse/Men’s Wearhouse and Tux, ~~6.0%~~4.4% at Moores and ~~9.3%~~5.4% at K&G. ~~These~~The increases were primarily due to increased retail clothing product sales ~~caused~~which increased $44.2 million or 12.4%. Increases at Men’s Wearhouse/Men’s Wearhouse and Tux were driven by ~~an increase in the average~~increased units sold per transaction ~~value~~ and increased store traffic levels that more than offset a decrease in average unit retails (net selling prices). Increases at K&G were driven by increased average unit retails and units sold per transaction ~~at each of our retail brands,~~that more than offset a decrease in store traffic levels. At Moores, the increases resulted from increased units sold per transaction that more than offset decreases in average unit retails and ~~at K&G and Moores, an increase in~~ store traffic levels. Tuxedo rental service revenues ~~as a percentage of total retail sales decreased from 15.2% in the first quarter of 2010 to 12.6% in the first quarter of 2011. In absolute dollars, tuxedo rental service revenues~~ increased ~~$1.0~~$5.8 million or ~~1.4%~~4.1% due mainly to ~~higher average rental rates in the U.S., which offset a decrease~~an increase in paid units rented associated with the ~~late April~~shift in the occurrence of Easter in the first quarter of fiscal 2011. Exchange rate changes from a stronger Canadian dollar also caused total retail sales for fiscal 2011 to be ~~$2.4~~$5.2 million more than the comparable prior year sales.

gross margin decreased from 56.1% in the second quarter of 2010 to ~~54.3%~~55.5% in the ~~first~~second quarter of 2011 due primarily to more aggressive promotional offerings in the 2011 second quarter compared to 2010. The tuxedo rental services gross margin increased from 84.5% in the second quarter of 2010 to 86.4% in the second quarter of 2011 primarily due to a decrease in per unit rental costs in 2011. Occupancy costs, which is relatively constant on a per store basis and includes store related rent, common area maintenance, utilities, repairs and maintenance, security, property taxes and depreciation, decreased from 13.1% in the second quarter of 2010 to 11.7% in the second quarter of 2011 primarily due to fewer open stores in 2011, reduced depreciation following impairment charges taken in 2010 and cost leverage from increased sales.

In the corporate apparel segment, total gross margin as a percentage of related sales decreased from 27.8% in the second quarter of 2010 to 26.0% in the second quarter of 2011 due to our acquisitions of Dimensions and Alexandra on August 6, 2010.

Selling, general and administrative expenses (“SG&A”) increased to $220.2 million in the second quarter of 2011 from $191.2 million in the second quarter of 2010, an increase of $29.1 million or 15.2%. As a percentage of total net sales, these expenses decreased from 35.6% in the second quarter of 2010 to 33.6% in the second quarter of 2011. The components of this 2.0% net decrease in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:


%			Attributed to

	(1.0	)	Decrease in advertising expense as a percentage of sales from 4.3% in the second quarter of 2010 to 3.3% in the second quarter of 2011. On an absolute dollar basis, advertising expense decreased $1.7 million.
	(1.6	)	Decrease in store salaries as a percentage of sales from 13.6% in the second quarter of 2010 to 12.0% in the second quarter of 2011. Store salaries on an absolute dollar basis increased $5.6 million primarily due to increased commissions associated with increased sales.
	0.6		Increase in other SG&A expenses as a percentage of sales from 17.7% in the second quarter of 2010 to 18.3% in the second quarter of 2011. On an absolute dollar basis, other SG&A expenses increased $25.2 million primarily due to our acquisitions of Dimensions and Alexandra on August 6, 2010, increased payroll related costs, increased expenses associated with increased sales and approximately $1.0 million in non-cash asset impairment charges taken in the second quarter of fiscal 2011.

	(2.0	)%	Total

In the retail segment, SG&A expenses as a percentage of related net sales decreased from 35.0% in the second quarter of 2010 to 34.6% in the second quarter of 2011. On an absolute dollar basis, retail segment SG&A expenses increased $16.7 million primarily due to increased stores salaries, payroll related costs, and other expenses associated with increased sales and approximately $1.0 million in non-cash asset impairment charges taken in the second quarter of fiscal 2011, offset by a decrease in advertising expense.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales decreased from 103.9% in the second quarter of 2010 to 24.8% in the second quarter of 2011 due primarily to our acquisitions of Dimensions and Alexandra on August 6, 2010. On an absolute dollar basis, corporate apparel segment SG&A expenses increased $12.4 million primarily due to 2011 second quarter expenses of $14.5 million associated with our 2010 UK-based acquisitions.

Corporate apparel segment operating income of $0.9 million for the second quarter of 2011 includes $0.7 million in integration costs incurred during the quarter and $1.2 million of operating losses in the U.S.

Our effective income tax rate was 35.5% for the second quarter of 2011 and 37.6% for the second quarter of 2010. The effective tax rate for the second quarter of 2011 was higher than the statutory U.S. federal rate of 35% due mainly to state income taxes, offset partially by lower foreign statutory tax rates imposed on our foreign operations. The effective tax rate for the second quarter of 2010 was higher than the statutory U.S. federal rate primarily due to the unfavorable tax rate effect from state income taxes.

These factors resulted in net earnings attributable to common shareholders of $57.1 million or 8.7% of net sales for the second quarter of 2011, compared with net earnings of $43.0 million or 8.0% of net sales for the second quarter of 2010.

For the Six Months Ended July 30, 2011 compared to the Six Months Ended July 31, 2010

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


	For the Six Months
	Ended (1)
	July 30,			July 31,
	2011			2010
Net sales:
Retail clothing product		65.7	%		71.5	%
Tuxedo rental services		17.9			21.2
Alteration and other services		5.9			6.5

Total retail sales		89.5			99.2
Corporate apparel clothing product sales		10.5			0.8

Total net sales		100.0	%		100.0	%
Cost of sales (2):
Retail clothing product		45.1			44.5
Tuxedo rental services		13.5			15.5
Alteration and other services		73.3			74.4
Occupancy costs		12.3			13.9

Total retail cost of sales		52.9			54.2
Corporate apparel clothing product cost of sales		73.2			73.8

Total cost of sales		55.0			54.3
Gross margin (2):
Retail clothing product		54.9			55.5
Tuxedo rental services		86.5			84.5
Alteration and other services		26.7			25.6
Occupancy costs		(12.3	)		(13.9	)

Total retail gross margin		47.1			45.8
Corporate apparel clothing product gross margin		26.8			26.2

Total gross margin		45.0			45.7
Selling, general and administrative expenses		34.2			36.7

Operating income		10.7			9.0
Interest income		0.0			0.0
Interest expense		(0.1	)		(0.1	)

Earnings before income taxes		10.7			8.9
Provision for income taxes		3.9			3.3

Net earnings including noncontrolling interest		6.8			5.6
Net loss attributable to noncontrolling interest		0.0			0.0

Net earnings attributable to common shareholders		6.8	%		5.6	%


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

(2)		Calculated as a percentage of related sales.

The Company’s total net sales increased $225.5 million, or 22.3%, to $1,235.9 million for the six months ended July 30, 2011 as compared to the same prior year period. Total corporate apparel clothing product sales increased $120.9 million due mainly to $117.2 million in sales from the Dimensions and Alexandra operations acquired on August 6, 2010. Total retail sales increased $104.6 million, or 10.4%, to $1,106.7 million due mainly to an $89.8 million increase in retail clothing product revenues and a $6.8 million increase in tuxedo rental services revenues, and is attributable to the following:


(in millions)			Amount Attributed to

$	86.3		Increase in comparable sales.
	14.5		Increase in e-commerce, alteration and other services sales.
	10.8		Increase from net sales of stores opened in 2010, relocated stores and expanded stores not yet included in comparable sales.
	1.7		Increase in net sales from seven new stores opened in 2011.
	(16.5	)	Decrease in net sales resulting from closed stores.
	7.8		Increase in net sales resulting from change in U.S./Canadian dollar exchange rate.

$	104.6		Increase in total retail sales.

Comparable store sales increased 10.8% at Men’s Wearhouse/Men’s Wearhouse and Tux, 5.0% at Moores and 7.5% at K&G. These increases were primarily due to increased retail clothing product sales which increased $89.8 million or 12.4%. Increases at Men’s Wearhouse/Men’s Wearhouse and Tux and Moores were driven by increased units sold per transaction that more than offset a decrease in average unit retails. Increases at K&G were driven by increased average unit retails and units sold per transaction. Tuxedo rental service revenues increased $6.8 million or 3.2% due mainly to higher average rental rates in the U.S. and an increase in paid units rented. Exchange rate changes from a stronger Canadian dollar also caused total retail sales for fiscal 2011 to be $7.8 million more than the comparable prior year sales.

The Company’s gross margin was as follows:


	For the Six Months Ended
	July 30,			July 31,
	2011			2010
Gross margin (in thousands)	$	555,878		$	461,275

Gross margin as a percentage of related sales:
Retail gross margin:
Clothing product		54.9	%		55.5	%
Tuxedo rental services		86.5	%		84.5	%
Alteration and other services		26.7	%		25.6	%
Occupancy costs		(12.3	)%		(13.9	)%

Total retail gross margin		47.1	%		45.8	%
Corporate apparel clothing product gross margin		26.8	%		26.2	%

Total gross margin		45.0	%		45.7	%

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

In the retail segment, total gross margin as a percentage of related sales increased from 45.8% in the first ~~quarter~~six months of 2010 to 47.1% in the first six months of 2011 primarily due to improved tuxedo rental services margins, improved alteration and other services margins and a lower occupancy margin, offset slightly by a decrease in retail clothing product margin. On an absolute dollar basis total retail segment gross margin increased $62.1 million or 13.5% from the same prior year period to $521.2 million in the first six months of 2011. Retail clothing product gross margin decreased from 55.5% in the first six months of 2010 to 54.9% in the first six months of 2011 due primarily to more aggressive promotional offerings in the first six months of fiscal 2011 compared to 2010. The tuxedo rental services gross margin increased from ~~84.3%~~84.5% in the first ~~quarter~~six months of 2010 to ~~86.6%~~86.5% in the first ~~quarter~~six months of 2011 primarily due to a decrease in per unit rental costs in 2011. The gross margin for alteration and other services increased from ~~26.9%~~25.6% in the first ~~quarter~~six months of 2010 to ~~29.5%~~26.7% in the first ~~quarter~~six months of 2011 mainly as a result of increased alteration sales associated with increased retail clothing product sales in 2011

and cost leverage from these increased sales. Occupancy costs, which is relatively constant on a per store basis and includes store related rent, common area maintenance, utilities, repairs and maintenance, security, property taxes and depreciation, decreased from ~~14.8%~~13.9% in the first ~~quarter~~six months of 2010 to ~~12.9%~~12.3% in the first ~~quarter~~six months of 2011 primarily due to fewer open stores in 2011, reduced depreciation following impairment charges taken in 2010 and cost leverage from increased sales.

In the corporate apparel segment, total gross margin as a percentage of related sales increased from ~~24.2%~~26.2% in the first ~~quarter~~six months of 2010 to ~~27.8%~~26.8% in the first ~~quarter~~six months of 2011 due to our acquisitions of Dimensions and Alexandra on August 6, 2010.

Selling, general and administrative expenses ~~(“SG&A”)~~ increased to ~~$203.0~~$423.2 million in the first ~~quarter~~six months of 2011 from ~~$179.7~~$370.8 million in the first ~~quarter~~six months of 2010, an increase of ~~$23.3~~$52.4 million or ~~13.0%~~14.1%. As a percentage of total net sales, these expenses decreased from ~~37.9%~~36.7% in the first ~~quarter~~six months of 2010 to ~~35.0%~~34.2% in the first ~~quarter~~six months of 2011. The components of this ~~2.9%~~2.5% net decrease in SG&A expenses as a percentage of total net sales and the related absolute dollar changes were as follows:


%			Attributed to

	(~~1.4~~1.2	)	Decrease in advertising expense as a percentage of sales from 4.4% in the first ~~quarter~~six months of 2010 to ~~3.0%~~3.2% in the first ~~quarter~~six months of 2011. On an absolute dollar basis, advertising expense decreased ~~$3.3~~$5.0 million.
	(~~2.0~~1.8	)	Decrease in store salaries as a percentage of sales from ~~14.7%~~14.1% in the first ~~quarter~~six months of 2010 to ~~12.7%~~12.3% in the first ~~quarter~~six months of 2011. Store salaries on an absolute dollar basis increased ~~$3.8~~$9.4 million primarily due to increased commissions associated with increased sales.
	0.5		Increase in other SG&A expenses as a percentage of sales from ~~18.8%~~18.2% in the first ~~quarter~~six months of 2010 to ~~19.3%~~18.7% in the first ~~quarter~~six months of 2011. On an absolute dollar basis, other SG&A expenses increased ~~$22.8~~$48.0 million primarily due to our acquisitions of Dimensions and Alexandra on August 6, 2010, increased payroll related costs, ~~and~~ increased expenses associated with increased ~~sales.~~sales and approximately $1.0 million in non-cash asset impairment charges taken in the second quarter of fiscal 2011.

	(~~2.9~~2.5	)%	Total

In the retail segment, SG&A expenses as a percentage of related net sales decreased from ~~37.8%~~36.3% in the first ~~quarter~~six months of 2010 to ~~35.6%~~35.1% in the first ~~quarter~~six months of 2011. On an absolute dollar basis, retail segment SG&A expenses increased ~~$7.8~~$24.4 million primarily due to increased stores salaries, ~~increased~~ payroll related costs, and ~~increased~~other expenses associated with increased sales and approximately $1.0 million in non-cash asset impairment charges taken in the second quarter of fiscal 2011, offset by a decrease in advertising expense.

In the corporate apparel segment, SG&A expenses as a percentage of related net sales decreased from ~~61.7%~~85.2% in the first ~~quarter~~six months of 2010 to ~~29.9%~~27.1% in the first ~~quarter~~six months of 2011 due primarily to our acquisitions of Dimensions and Alexandra on August 6, 2010. On an absolute dollar basis, corporate apparel segment SG&A expenses increased ~~$15.6~~$28.0 million primarily due to 2011 first half expenses of ~~$15.1~~$29.6 million associated with our 2010 UK-based acquisitions.

~~The corporate~~Corporate apparel segment ~~incurred an~~ operating loss of ~~$1.3~~$0.4 million for the first ~~quarter~~six months of 2011 ~~due mainly to $0.7~~includes $1.4 million in integration costs incurred during the ~~quarter~~period and ~~$0.7~~$2.3 million of operating losses in the U.S.

Our effective income tax rate was ~~37.3%~~36.1% for the first ~~quarter~~six months of 2011 and ~~35.8%~~37.2% for the first ~~quarter~~six months of 2010. The effective tax rate for the first ~~quarter~~six months of 2011 was higher than the statutory U.S. federal rate of 35% due mainly to state income taxes, offset partially by lower foreign statutory tax rates imposed on ~~the company’s~~our foreign operations. The effective tax rate for the first ~~quarter~~six months of 2010 was higher than the statutory U.S. federal rate due mainly to state income taxes that were ~~mostly~~partially offset by benefits resulting from the conclusion of certain income tax audits.

Net loss attributable to noncontrolling interest was $0.2 million for the first quarter of 2011 due to our acquisitions of Dimensions and Alexandra on August 6, 2010. The Company controls 86% of the UK-based operations.

Liquidity and Capital Resources

At ~~April~~July 30, 2011, January 29, 2011 and ~~May 1,~~July 31, 2010, cash and cash equivalents totaled ~~$145.7~~$162.3 million, $136.4 million and ~~$219.6~~$281.5 million, respectively. We had working capital of ~~$482.1~~$535.8 million, $497.4 million and ~~$465.9~~$516.2 million at ~~April~~July 30, 2011, January 29, 2011 and ~~May 1,~~July 31, 2010, respectively. Our primary sources of working capital are cash flows from operations and borrowings under our Credit Agreement. The ~~$15.3~~$38.4 million ~~decrease~~increase in working capital at ~~April~~July 30, 2011 compared to January 29, 2011 ~~was due~~resulted mainly tofrom net earnings adjusted for non-cash charges and increased inventories, which more than offset the purchases of treasury stock made during the first ~~quarter~~six months of 2011.

On August 6, 2010, we acquired Dimensions and certain assets of Alexandra, two leading providers of corporate clothing uniforms and workwear in the United Kingdom, to expand our corporate apparel operations. The operating results of Dimensions and Alexandra have been included in the condensed consolidated financial statements since that date. The combined businesses are organized under a UK-based holding company, of which the Company controls 86% and certain previous shareholders of Dimensions control 14%. The Company has the right to acquire the remaining outstanding shares of the UK-based holding company in the future on the terms set forth in the Investment, Shareholders’ and Stock Purchase Agreement. The acquisition-date cash consideration transferred for the Dimensions and Alexandra acquisitions was $79.8 million and $18.0 million, respectively, totaling $97.8 million (£61 million), and was funded through the Company’s cash on hand.

Credit Facilities

2832

Cash flow activities

Operating activities —Our primary source of operating cash flow is from sales to our customers. Our primary uses of cash include clothing product inventory and tuxedo rental product purchases, personnel related expenses, occupancy costs, advertising costs and income tax payments. Our operating activities provided net cash of ~~$79.0~~$122.0 million in the first ~~quarter~~six months of 2011, due mainly to net earnings, adjusted for non-cash charges, increases in income taxes payable, accounts payable, accrued expenses and other current liabilities and a decrease in other assets, offset by increases in inventories and tuxedo rental product. During the first six months of 2010, our operating activities provided net cash of $130.3 million, due mainly to net earnings, adjusted for non-cash charges, a decrease in ~~other assets and an increase in accounts payable, accrued expenses and other current liabilities, offset by increases in accounts receivable,~~ inventories ~~and tuxedo rental product. During the first quarter of 2010, our operating activities provided net cash of $49.3 million, due mainly to net earnings, adjusted for non-cash charges,~~ and an increase in accounts payable, accrued expenses and other current liabilities, offset by increases in tuxedo rental product and ~~accounts receivable and~~ a decrease in income taxes payable. The increase in accounts receivable in the first quarter of 2011 and 2010 was due mainly to the seasonal increase at quarter end for receivables from third-party credit card providers for prom and other tuxedo rentals. The increase in inventories during the first ~~quarter~~six months of 2011 was primarily due to increased retail sales and planned promotions in the second half of fiscal 2011. The decrease in inventories during the first six months of 2010 was primarily due to lower inventory purchases as a result of decreased clothing sales in 2009 and our ~~usual~~continued efforts in 2010 to align our inventory ~~replenishment following the holiday shopping season.~~purchases with sales expectations. Tuxedo rental product increased in each of the periods to support the continued growth of our tuxedo rental ~~business.~~business and to replenish retired rental product. The ~~increase~~increases in accounts payable, accrued expenses and other current liabilities in the first ~~quarter~~six months of 2011 and 2010 ~~was~~were primarily due to the timing of vendor payments and the seasonal increase in tuxedo rental deposits. The decrease in other assets inand the ~~first quarter of 2011 was due mainly to a decrease in deferred tax assets. The~~ increase in income taxes payable in the first ~~quarter~~six months of 2011 and the decrease in income taxes payable in the first six months of 2010 ~~was~~were due to the timing and amounts of required tax payments.

Investing activities —Our cash outflows from investing activities are primarily for capital expenditures. During the first ~~quarter~~six months of 2011 and 2010, our investing activities used net cash of ~~$14.3~~$38.2 million and ~~$11.1~~$25.8 million, respectively, primarily for capital ~~expenditures.~~expenditures of $38.3 million and $25.9 million for the first six months of 2011 and 2010, respectively. Our capital expenditures relate to costs incurred for stores opened, remodeled or relocated during the period or under construction at the end of the period, office and distribution facility additions and infrastructure technology investments.

Financing activities —Our cash outflows from financing activities consist primarily of cash dividend payments and purchases of treasury shares, while cash inflows from financing activities consist primarily of proceeds from the issuance of common stock. During the first ~~quarter~~six months of 2011, our financing activities used net cash of ~~$56.1~~$58.7 million due mainly to the purchase of treasury shares of $49.0 million and cash dividends paid of ~~$6.4~~$12.7 million, offset by ~~$1.5~~$4.6 million proceeds from the issuance of common stock. Our financing activities used net cash of ~~$6.0~~$10.2 million for the first ~~quarter~~six months of 2010, due mainly to cash dividends paid of ~~$4.8~~$9.5 million.

Share repurchase program —In January 2006, the Board of Directors authorized a $100.0 million share repurchase program of our common stock. This authorization superceded any remaining previous authorizations. In August 2007, the Company’s Board of Directors approved a replenishment of the Company’s share repurchase program to $100 million by authorizing $90.3 million to be added to the remaining $9.7 million of the then current program. In January 2011, the Board of Directors approved a $150.0 million share repurchase program of our common stock, which amends and increases the Company’s existing share repurchase authorization. This authorization superceded any remaining previous authorizations.

No shares were repurchased under the August 2007 authorization during the first ~~quarter~~six months of fiscal 2010. During the first ~~quarter~~six months of fiscal 2011, 1,822,340 shares for $48.8 million at an average price per share of $26.78 were repurchased under the January 2011 authorization. At ~~April~~July 30, 2011, the remaining balance available under the January 2011 authorization was $101.2 million. Subsequent to July 30, 2011 and through September 2, 2011, we have purchased 500,000 shares for $15.0 million at an average price per share of $29.98 under the January 2011 authorization.

During the ~~quarter~~first six months ended ~~April~~July 30, 2011, 7,132 shares at a cost of $0.2 million were repurchased at an average price per share of $27.77 in a private transaction to satisfy tax withholding obligations arising upon the vesting of certain restricted stock. During the ~~quarter~~first six months ended ~~May 1,~~July 31, 2010, 7,134 shares at a cost of $0.1 million were repurchased at an average price per share of $20.24 in a private transaction to satisfy tax withholding obligations arising upon the vesting of certain restricted stock.

2933

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in foreign currency exchange rates and changes in interest rates. There have been no material changes to our market risks as disclosed in our Annual Report on Form 10-K for the year ended January 29, 2011. Refer to Notes 11 and 12 of Notes to Condensed Consolidated Financial Statements for disclosures on our investments and derivative financial instruments and Note 4 of Notes to Condensed Consolidated Financial Statements for disclosures regarding our Credit Agreement.

ITEM 4 — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

Other than the events discussed under the Dimensions and Alexandra acquisitions below, there were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended ~~April~~July 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Dimensions and Alexandra Acquisitions

On August 6, 2010, we acquired Dimensions and Alexandra, two leading providers of corporate clothing uniforms and workwear in the United Kingdom. For additional information regarding the acquisitions, refer to Note 2 of Notes to Condensed Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 2 in this Quarterly Report.

On June 22, 2004, the Office of the Chief Accountant of the SEC issued guidance regarding the reporting of internal control over financial reporting in connection with a major acquisition. On October 6, 2004, the SEC revised its guidance to include expectations of quarterly reporting updates of new internal control and the status of the control regarding any exempted businesses. This guidance was reiterated in September 2007 to affirm that management may omit an assessment of an acquired business’s internal control over financial reporting from its assessment of internal control over financial reporting for a period not to exceed one year.

We excluded the operations acquired in the Dimensions and Alexandra acquisitions from the scope of our Sarbanes-Oxley Section 404 report on internal controls over financial reporting for the year ended January 29, 2011. We are in the process of implementing our internal control structure over the acquired operations and expect that this effort will be completed in fiscal 2011.

3135

PART II. OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

ITEM 1A — RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Item 1A contained in Part I of our Annual Report on Form 10-K for the fiscal year ended January 29, 2011.

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

~~(c)~~ ~~The following table presents information with respect to purchases of common stock of the Company made during the quarter ended April 30, 2011 as defined by Rule 10b-18(a)(3) under the Exchange Act:~~

(c)
Total (d)
Number of Approximate
Shares Dollar Value of
Purchased Shares that
as Part of May Yet Be
(a) (b) Publicly Purchased
Total Number Average Announced Under the
of Shares Price Paid Plans or Plans or
Period Purchased Per Share Programs Programs
(In thousands)
(2)

January 30, 2011 through February 26, 2011 488,080 ₍₁₎ $ 26.60 480,948 $ 137,216

February 27, 2011 through April 2, 2011 1,222,484 $ 26.84 1,222,484 $ 104,405

April 3, 2011 through April 30, 2011 118,908 $ 26.96 118,908 $ 101,199

Total 1,829,472 $ 26.78 1,822,340 $ 101,199


~~(1)~~		Shares repurchased include 7,132 shares at a cost of $0.2 million repurchased at an average price per share of $27.77 to satisfy tax withholding obligations arising upon the vesting of certain restricted shares.

~~(2)~~		~~Refer to Note 8 of Notes to Condensed Consolidated Financial Statements for information regarding our share repurchase program.~~

3336

ITEM 6 — EXHIBITS

(a) Exhibits.


Exhibit
Number			Exhibit Index

10.1		—	~~Employment Agreement dated effective as of April 12, 2011, by and between~~First Amendment to The Men’s Wearhouse, Inc. ~~and Douglas S. Ewert~~2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on ~~April 19,~~June 17, 2011).

~~10.2~~	31.1	—	Employment Agreement dated effective as of April 15, 2011, by and between The Men’s Wearhouse, Inc. and Neill P. Davis (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 19, 2011).

~~31.1~~		—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).

31.2		—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).

32.1		—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).

32.2		—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).

101.1		—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the ~~quarter~~three and six months ended ~~April~~July 30, 2011, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Other Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

SIGNATURES

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

Dated: September 8, 2011


~~Dated: June 9, 2011~~	THE MEN’S WEARHOUSE, INC.
	By	/s/ NEILL P. DAVIS
		Neill P. Davis
	Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

3437

EXHIBIT INDEX


Exhibit
Number			Exhibit Index

10.1		—	~~Employment Agreement dated effective as of April 12, 2011, by and between~~First Amendment to The Men’s Wearhouse, Inc. ~~and Douglas S. Ewert~~2004 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on ~~April 19,~~June 17, 2011).

~~10.2~~	31.1	—	Employment Agreement dated effective as of April 15, 2011, by and between The Men’s Wearhouse, Inc. and Neill P. Davis (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 19, 2011).

~~31.1~~		—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).

31.2		—	Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).

32.1		—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith).

32.2		—	Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith).

101.1		—	The following financial information from The Men’s Wearhouse, Inc.’s Quarterly Report on Form 10-Q for the ~~quarter~~three and six months ended ~~April~~July 30, 2011, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.


Part and Item No.	Page No.
PART I — Financial Information

Item 1 — Condensed Consolidated Financial Statements

General Information		1

Condensed Consolidated Balance Sheets as of ~~April~~July 30, 2011 (unaudited), ~~May 1,~~July 31, 2010 (unaudited) and January 29, 2011		2

Condensed Consolidated Statements of Earnings for the ~~Quarter~~Three and Six Months Ended ~~April~~July 30, 2011 (unaudited) and ~~May 1,~~July 31, 2010 (unaudited)		3

Condensed Consolidated Statements of Comprehensive Income for the ~~Quarter~~Three and Six Months Ended ~~April~~July 30, 2011 (unaudited) and ~~May 1,~~July 31, 2010 (unaudited)		4

Condensed Consolidated Statements of Cash Flows for the ~~Quarter~~Six Months Ended ~~April~~July 30, 2011 (unaudited) and ~~May 1,~~July 31, 2010 (unaudited)		5

Notes to Condensed Consolidated Financial Statements (unaudited)		6

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		2324

Item 3 — Quantitative and Qualitative Disclosures about Market Risk		3135

Item 4 — Controls and Procedures		3135

PART II — Other Information

Item 1 — Legal Proceedings		3236

Item 1A — Risk Factors		3236

~~Item 2— Unregistered Sales of Equity Securities and Use of Proceeds~~		33

Item 6 — Exhibits		3437

SIGNATURES		3437
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT


	~~For the~~
	~~Quarter~~
	~~Ended~~
	~~April 30,~~
	~~2011~~
Risk-free interest rate		2.28	%
Expected lives	5.0 years
Dividend yield		1.79	%
Expected volatility		53.44	%


				Weighted-					Weighted-
				Average					Average
				Grant-Date					Grant-Date
	Shares			Fair Value		Shares			Fair Value
Nonvested at January 29, 2011		468,270		$	24.47		419,085		$	24.28
Granted		474,071			27.90		470,999			28.65
Vested (1)		(364,218	)		24.48		(338,510	)		24.18
Forfeited		(3,175	)		24.18		(4,275	)		25.15

Nonvested at April 30, 2011		574,948		$	27.30
Nonvested at July 30, 2011							547,299		$	28.10


				Weighted-
				Average
				Grant-Date
	Shares			Fair Value
Nonvested at January 29, 2011		49,185		$	26.04
Granted		108,406			28.02
Vested		(33,418	)		26.36
Forfeited		—			—

Nonvested at July 30, 2011		124,173		$	27.69


			Corporate
	Retail		Apparel		Total		Retail		Corporate Apparel		Total
Balance at January 29, 2011	$	59,889	$	28,105	$	87,994	$	59,889	$	28,105	$	87,994
Translation adjustment		1,602		1,425		3,027		1,324		933		2,257

Balance at April 30, 2011	$	61,491	$	29,530	$	91,021
Balance at July 30, 2011							$	61,213	$	29,038	$	90,251


	For the Quarter		For the Three		For the Six
	Ended		Months Ended		Months Ended
(in thousands, except per share data)	May 1, 2010
			July 31, 2010		July 31, 2010
Total net sales	$	502,969	$	567,470	$	1,070,439

Net earnings attributable to common shareholders	$	13,861	$	46,382	$	60,243

Net earnings per common share attributable to common shareholders:

Basic	$	0.26	$	0.87	$	1.14

Diluted	$	0.26	$	0.87	$	1.13


(a)		Refer to condensed consolidated statements of comprehensive income included within this Form 10-Q.


(1)		Includes 108,457 shares relinquished for tax payments related to vested deferred stock units for the ~~quarter~~six months ended ~~April~~July 30, 2011.


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


	For the Quarter						For the Year			For the Three Months						For the Six Months						For the Year
	Ended						Ended			Ended						Ended						Ended
	April 30,			May 1,			January 29,			July 30,			July 31,			July 30,			July 31,			January 29,
	2011			2010			2011			2011			2010			2011			2010			2011
Stores open at beginning of period:		1,192			1,259			1,259			1,187			1,252			1,192			1,259			1,259
Opened		3			1			10			4			3			7			4			10
Closed		(8	)		(8	)		(77	)		(13	)		(16	)		(21	)		(24	)		(77	)

Stores open at end of period		1,187			1,252			1,192			1,178			1,239			1,178			1,239			1,192


Stores open at end of period:
Men’s Wearhouse		587			582			585			591			584			591			584			585
Men’s Wearhouse & Tux		382			447			388			370			434			370			434			388
K&G		101			106			102			100			104			100			104			102
Moores		117			117			117			117			117			117			117			117

		1,187			1,252			1,192			1,178			1,239			1,178			1,239			1,192


						(c)
						Total		(d)
						Number of		Approximate
						Shares		Dollar Value of
						Purchased		Shares that
						as Part of		May Yet Be
	(a)			(b)		Publicly		Purchased
	Total Number			Average		Announced		Under the
	of Shares			Price Paid		Plans or		Plans or
Period	Purchased			Per Share		Programs		Programs
								(In thousands)
								(2)

January 30, 2011 through February 26, 2011		488,080	₍₁₎	$	26.60		480,948	$	137,216


February 27, 2011 through April 2, 2011		1,222,484		$	26.84		1,222,484	$	104,405


April 3, 2011 through April 30, 2011		118,908		$	26.96		118,908	$	101,199


Total		1,829,472		$	26.78		1,822,340	$	101,199