Tying it All Together

2010 Annual Report

Letter To Our Stakeholders

After thirty-eight years as CEO, the confluence of two unrelated recent events leads me to be a bit more reflective than usual. More frequently, I am asking myself how did The Men’s Wearhouse become the dominant player in its category and how will it remain so for the next thirty-eight years?

The two events are my decision to step up to the role of Executive Chairman, handing over the CEO position to our extraordinarily capable, significantly younger President, Doug Ewert, and our Company’s performance subsequent to the severe economic downturn that has rocked not only the United States, but the entire world.

I say, “stepping up,” rather than stepping down, because my plan is to stay very involved in marketing, corporate culture, and company strategy, while leaving the managing of the Company in the capable hands of Doug and our strong executive team. This will allow me to extend my career and play a role in the Company’s continued success.

So what are the factors that have led to our success? And which ones will stay the same and which will need to change to guarantee our future?

Tying Seemingly Disparate Elements Together

Our unique ability to understand how to tie what may appear to be disparate elements, or stakeholder interests, into a coherent whole lies at the center of our story. Most significantly, we have always focused on our employees, on their well-being, their energy, and their ability to come together as teams.

This focus has in 2010 once again placed MW on “Fortune Magazine’s 100 Best Companies to Work For” list but, much more importantly, this focus has led to the extraordinary service that an energized work force provides and that separates the Men’s Wearhouse and Moores brands from other competitors in the men’s tailored clothing category.

Another key way that the Men’s Wearhouse and Moores brands “tie it all together” is how our wardrobe consultants help men put together “concepts.” Men who, unlike women, are indecisive in how to tie their wardrobe together, need to be helped to assemble the various elements in their wardrobe. Our wardrobe consultants are well trained and equipped to satisfy our customers’ needs for coordinated wardrobes resulting in strong average transaction values. This focus and commitment to the customer experience will remain a constant theme in our efforts to drive increases in shareholder value.

  • Inside the Millennial Mindset

    This massive new generation, the size of the Baby Boom, is coming of age and coming into their own.

  • Inside the Millennial Mindset

    This massive new generation, the size of the Baby Boom, is coming of age and coming into their own.

  • Inside the Millennial Mindset

    This massive new generation, the size of the Baby Boom, is coming of age and coming into their own.

It is beyond the scope of this letter to discuss all the ways we tied together various strategies in marketing, real estate, and merchandise.

But for many years, as we evolved our model, we carefully evaluated and modified the relationships between these elements. Much of that model is still intact and will not change at the Men’s Wearhouse and Moores brands.

The results of our ability to tie all of these components together are evident in this past year’s performance.

Total sales for 2010 were $2.1 billion, an increase of more than 10 percent over the previous year. We enjoyed our best year to date for tuxedo rental, which increased by 9 percent. Our tuxedo rental to new retail customer conversion continued to increase in 2010. We achieved a 150 percent increase in revenues driven through e-commerce sales and we expanded our geographic presence in the corporate uniform segment to include the United Kingdom.

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Migrating To The Millenial Mindset

Change is inevitable, and our customer base is front and center. Baby Boomers will retire and have significantly less need for our core product, and they will be replaced by Millennials. So how do we respond to this critical transition? We will need to continue to turn our approximately 3 million annual tuxedo rental customers into retail customers. And we are already engaged in this effort as the percentage of retail customers who start as rental customers is increasing and will continue to increase as our merchandise assortments, marketing, internet and mobile strategies, and store experience become increasingly relevant for these Millennial customers.

We are looking to tie together our online business and our brick and mortar business, and we already have and will continue to make significant investments in our online personnel and infrastructure to accommodate this integration and growth opportunity.

Pursuing Opportunities To Build On Our Core Competencies

The mix of our retail brands has evolved over the years, with the addition of Moores Clothing for Men, a market leader in the Canadian men’s apparel industry, the addition of K&G Fashion Supercenters, a niche player in the off-price segment of the retail industry focusing on men’s tailored clothing in the United States, and the entry into the tuxedo rental market segment in the United States and Canada through our Men’s Wearhouse and Moores stores as well as the acquisition of After Hours Formalwear which now operates as Men’s Wearhouse and Tux.

Making adjustments to stay in step with market conditions and customer needs is and will continue to be a key focus in order to realize appropriate returns on invested capital.

These adjustments range from leveraging common customers (rental to retail), adding product categories – such as denim at Men’s Wearhouse and women’s clothing at K&G – and expanding product offerings in certain customer segments such as Big and Tall across all retail store brands.

Last year we made a significant investment in the corporate uniform (non-rental) business in the United Kingdom, acquiring Dimensions and certain assets of Alexandra. This investment is proceeding well.

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Embracing Change To Ensure Continuity

“We have two types of customers – Baby Boomers and Millennials. We have benefitted from a deep relationship with the first. We’re working to build the same with the second.”

So continuity and change are both in our future. I am really excited about that future, my new role, and what Doug will offer our organization both in terms of continuity…and change. We will remain focused on tying together the interests of all our stakeholders, which is the best way to maximize value to you, our shareholders.

I guarantee it!

George Zimmer
Chairman of the Board and Chief Executive Officer
April 2011

Leadership

  • Changing Storewide Business For Healthy Balance

    While suits continue to drive our business at Men’s Wearhouse, Moores and K&G, the suit market continues to slowly decline. So, we’ve continued implementing strategies to help us be less reliant on suits.

    In 2010, this included doing more storewide events that resulted in respectable increases in all of our product divisions. One example, designer denim, grew to more than $10 million in sales for the year.

    We’re also merchandising our stores with products that are geared more toward the Millennials. More modern fit tailored clothing, slim fit dress shirts, casual sports wear, casual shoes and accessories are all having a positive impact.

    We will support this strategy further in 2011 by running television commercials that highlight a wider variety of products and are a departure from the suit-centric commercials for which we are known.

  • Waking Up Sleeping Giants

    In 2010, Men’s Wearhouse sold approximately $300 million in Big & Tall products. We believe this sector represents significant latent opportunities, so we’re using a three-pronged strategy to help drive incremental growth.

    We’re expanding our Big & Tall inventories in all locations, and we’re expanding our Big & Tall presence online. Plus, we’re testing three freestanding Big & Tall locations in 2011.

    These new locations will carry approximately half the assortment that a standard Men’s Wearhouse would normally carry, and the other half of the inventory will be comprised of products that are not carried in other locations.

  • Marketing To A Younger Generation

    Our updated commercials and web presence are setting an expectation for Men’s Wearhouse with the Millennials, and we’re updating the look and feel of our stores to ensure that their in-store experience meets up to this heightened expectation.

    The design, which features wood fixtures and earth tones, is warmer and more inviting. Implemented in approximately 35 stores in 2010, this design will be extended across all of our locations over the next few years.

Millennials are more upbeat than their elders about their economic futures and the overall state of the nation.

New Markets

  • Taking The Tuxedo Market To New Levels

    By refining our strategies and improving our execution in every aspect of our tuxedo business – including our involvement with bridal fairs, through direct-mail programs, and the call center – we enjoyed our best year to date in the tuxedo business.

    Wedding groups remain a very strong driver for us in this area. Each wedding group represents roughly $1,000 to us, and we picked up 9 percent in this area in part by leveraging our strategic collaborations with industry leaders.

  • Capturing The Rental To Retail Opportunities

    Tuxedo rentals are an important thread to the next generation of customers – the Millennials. For men between the ages of 17 and 35, renting a tuxedo from us is often the first time they enter one of our stores.

    We’re working diligently to convert this from a one-time to a recurring experience through a growing number of initiatives and offers, ranging from free suit offers for the groom to discount incentives for the entire party.

    Thanks to these efforts, today nearly one in five tuxedo rentals results in a follow up clothing purchase and a new Men’s Wearhouse customer.

  • Driving More Through E-Commerce

    Online purchasing may well become the Millennial man’s preferred method for purchasing. Based on increasing traffic on all of our sites, it’s certainly a frontrunner for previewing inventory and current sales.

    Men’s Wearhouse increased revenues driven through e-commerce by 150 percent to $15 million this past year, and we’ve just begun to scratch the surface in this area. Targeted email based on prior purchase history is another method we’re relying on to drive additional traffic to our sites.

    E-commerce enables us to tailor offers to recipients based on their purchasing history, as well as to cross sell new product types, particularly for new customers like those who discover Men’s Wearhouse through tuxedo rental.

    Plus, we’ve expanded our assortment online beyond what you might typically find in our Men’s Wearhouse stores.

Tux rental is not only a great business, it’s a bridge between Men’s Wearhouse and our future customers.

Related Businesses

  • Cleaning Up On Business Others Overlooked

    Tying things together often requires delving into the details that others have overlooked, and that continues to be the case with MW Cleaners.

    Now the largest dry cleaning operation in Houston, the nation’s fourth largest city, MW Cleaners continues to secure incremental growth opportunities through the family of Men’s Wearhouse companies and our collaborative partners.

    In 2010, MW Cleaners secured an exclusive agreement with a national bridal store chain to handle the entire wedding gown heirlooming process for all of their customers, and we are working to secure similar relationships with other retailers around the country.

  • Capturing A Leading Share In Corporate Clothing

    Corporate clothing is comprised of two distinct types of opportunities – managed account business for large companies and catalog uniform business. The North American market for corporate clothing, excluding uniforms for rental, is $4 billion. Men’s Wearhouse is well positioned to capitalize on this and we’re expanding this position to international markets.

    During the third quarter of 2010, Men’s Wearhouse purchased Dimensions, the United Kingdom’s largest managed account corporate clothing company, and certain assets of Alexandra, the largest catalog clothing account company in the UK.

    Together, these companies’ combined annual sales are equal to approximately $225 million US.

Capturing the Millennial market demands more than just suits.

Corporate Information

Corporate & Distribution Offices
6380 Rogerdale Rd.
Houston, Texas, 77072
(281) 776-7000
Executive Offices
40650 Encyclopedia Circle
Fremont, California, 94538
(510) 657-9821
Annual Meeting
June 15, 2011 11:00 a.m., PDT
The Men’s Wearhouse
40650 Encyclopedia Circle Fremont, California, 94538

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
Houston, Texas,

Outside Counsel

Fulbright & Jaworski L.L.P.
Houston, Texas,

Transfer Agent and Registrar

American Stock Transfer & Trust Company
40 Wall Street
New York, New York, 10005
(718) 921-8200

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Board of Directors

George Zimmer Chairman of the Board & Chief Executive Officer
David H. Edwab Vice Chairman of the Board
Rinaldo S. Brutoco * ! Director, President & Chief Executive Officer, ShangriLa Consulting, Inc.
Deepak Chopra, M.D. ! Director, Chief Executive Officer & Founder, The Chopra Center for Well Being
Larry R. Katzen * † Director
Grace Nichols Director
Michael L. Ray ! Director, Professor, Stanford University
William B. Sechrest * † ** Director
Sheldon I. Stein ! † Director, President and Chief Executive Officer, Glazer’s Distributors
  • * Audit committee member
  • † Compensation committee member
  • ! Nominating and Corporate Governance Committee
  • ** Lead Director

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Executive Management

Douglas S. Ewert President & Chief Operating Officer
Jamie R. Bragg Executive Vice President, Distribution
Charles Bresler, Ph.D. Executive Vice President
Gary G. Ckodre Executive Vice President, Chief Compliance Officer
Neill P. Davis Executive Vice President, Chief Financial Officer, Treasurer & Principal Financial Officer
Mark Neutze Executive Vice President, Store Operations
Scott Norris Executive Vice President, Merchandising
William C. Silveira Executive Vice President, Manufacturing
Carole L. Souvenir Executive Vice President, Employee Relations & Chief Legal Officer
Dean A. Speranza Executive Vice President, Store Operations
Diana M. Wilson Chief Accounting Officer & Principal Accounting Officer
William Melvin Chief Information Officer
Mary Beth Blake President, K&G
Dave Starrett President, Moores Retail Store Operations
Mike E. Nesbit President, MW Cleaners
Ed Doran President, North American Corporate Apparel
Stuart Graham Chairman, MWUK Holding Company LTD.
Simon Hughes Chief Executive Officer, MWUK Holding Company LTD.