Tailored Brands (TLRD) 10-Q 14 Jun 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	May 05, 2018	Jun. 01, 2018
Document and Entity Information
Entity Registrant Name	Tailored Brands Inc
Entity Central Index Key	884,217
Document Type	10-Q
Document Period End Date	May 5, 2018
Amendment Flag	false
Current Fiscal Year End Date	--02-02
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		49,799,176
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 93,166	$ 103,607	$ 66,580
Accounts receivable, net	87,411	79,783	84,016
Inventories	843,671	851,931	984,221
Other current assets	69,937	78,252	69,288
Total current assets	1,094,185	1,113,573	1,204,105
PROPERTY AND EQUIPMENT, net	437,944	460,674	467,661
RENTAL PRODUCT, net	128,744	123,730	147,495
GOODWILL	104,802	120,292	117,585
INTANGIBLE ASSETS, net	167,320	168,987	170,966
OTHER ASSETS	12,827	12,699	6,423
TOTAL ASSETS	1,945,822	1,999,955	2,114,235
CURRENT LIABILITIES:
Accounts payable	192,878	145,106	171,886
Accrued expenses and other current liabilities	350,414	285,537	303,602
Income taxes payable	1,740	6,121	2,861
Current portion of long-term debt	9,000	7,000	13,379
Total current liabilities	554,032	443,764	491,728
LONG-TERM DEBT, net	1,277,508	1,389,808	1,574,486
DEFERRED TAXES, net AND OTHER LIABILITIES	151,503	164,191	161,600
Total liabilities	1,983,043	1,997,763	2,227,814
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' (DEFICIT) EQUITY :
Preferred stock
Common stock	496	492	490
Capital in excess of par	494,849	491,648	474,369
Accumulated deficit	(510,441)	(479,166)	(546,230)
Accumulated other comprehensive loss	(22,125)	(10,782)	(42,208)
Total shareholders' (deficit) equity	(37,221)	2,192	(113,579)
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	$ 1,945,822	$ 1,999,955	$ 2,114,235

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Net sales:
Total net sales	$ 817,964	$ 782,906
Cost of sales:
Total cost of sales	472,740	450,466
Gross margin:
Total gross margin	345,224	332,440
Advertising expense	41,233	42,252
Selling, general and administrative expenses	251,094	259,186
Operating (loss) income	52,897	31,002
Interest income	85	67
Interest expense	(21,981)	(25,621)
(Loss) gain on extinguishment of debt, net	(12,711)	715
(Loss) earnings before income taxes	18,290	6,163
Provision for income taxes	4,381	4,324
Net earnings (loss)	$ 13,909	$ 1,839
Net earnings per common share:
Basic (in dollars per share)	$ 0.28	$ 0.04
Diluted (in dollars per share)	$ 0.27	$ 0.04
Weighted-average common shares outstanding:
Basic (in shares)	49,458	48,808
Diluted (in shares)	50,720	49,151
Cash dividends declared per common share (in dollars per share)	$ 0.18	$ 0.18
Retail Segment
Net sales:
Total net sales	$ 754,843	$ 725,305
Cost of sales:
Total cost of sales	426,074	408,608
Gross margin:
Total gross margin	328,769	316,697
Corporate Apparel Segment
Net sales:
Total net sales	63,121	57,601
Cost of sales:
Total cost of sales	46,666	41,858
Gross margin:
Total gross margin	16,455	15,743
Retail clothing product | Retail Segment
Net sales:
Total net sales	613,644	583,585
Cost of sales:
Total cost of sales	276,220	252,879
Gross margin:
Total gross margin	337,424	330,706
Rental services | Retail Segment
Net sales:
Total net sales	100,227	94,820
Cost of sales:
Total cost of sales	14,657	16,168
Gross margin:
Total gross margin	85,570	78,652
Total alteration and other services | Retail Segment
Net sales:
Total net sales	40,972	46,900
Cost of sales:
Total cost of sales	34,178	34,472
Gross margin:
Total gross margin	6,794	12,428
Occupancy costs | Retail Segment
Cost of sales:
Total cost of sales	101,019	105,089
Gross margin:
Total gross margin	$ (101,019)	$ (105,089)

CONDENSED CONSOLIDATED STATEME4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net earnings	$ 13,909	$ 1,839
Currency translation adjustments	(14,143)	1,341
Unrealized gain (loss) on cash flow hedges, net of tax	2,800	(3,466)
Comprehensive income (loss)	$ 2,566	$ (286)

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 13,909	$ 1,839
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	26,679	26,426
Rental product amortization	8,756	7,878
Loss (gain) on extinguishment of debt, net	12,711	(715)
Amortization of deferred financing costs and discount on long-term debt	1,333	1,849
Loss on disposition of assets	3,618	1,437
Asset impairment charges	269	2,867
Share-based compensation	4,581	4,735
Deferred tax expense (benefit)	748	(269)
Deferred rent expense and other	73	210
Changes in operating assets and liabilities:
Accounts receivable	(10,871)	(17,432)
Inventories	(11,886)	(27,831)
Rental product	(14,377)	(4,833)
Other assets	8,124	3,888
Accounts payable, accrued expenses and other current liabilities	82,755	32,943
Income taxes payable	(4,301)	1,529
Other liabilities	(1,893)	(1,170)
Net cash provided by operating activities	120,228	33,351
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(10,980)	(17,786)
Proceeds from divestiture of business	17,732
Acquisition of business, net of cash		(457)
Proceeds from sales of property and equipment		12
Net cash provided by (used in) investing activities	6,752	(18,231)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on original term loan	(993,420)	(1,750)
Proceeds from new term loan	895,500
Payments on new term loan	(2,250)
Proceeds from asset-based revolving credit facility	1,500	137,650
Payments on asset-based revolving credit facility	(1,500)	(137,650)
Repurchase and retirement of senior notes	(18,240)	(6,601)
Deferred financing costs	(5,576)
Cash dividends paid	(9,618)	(9,131)
Proceeds from issuance of common stock	3,649	467
Tax payments related to vested deferred stock units	(5,025)	(1,632)
Net cash (used in) provided by financing activities	(134,980)	(18,647)
Effect of exchange rate changes	(2,441)	(782)
DECREASE IN CASH AND CASH EQUIVALENTS	(10,441)	(4,309)
Balance at beginning of period	103,607	70,889
Balance at end of period	$ 93,166	$ 66,580

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	May 05, 2018
Significant Accounting Policies
Significant Accounting Policies	1. Significant Accounting Policies Basis of Presentation — The condensed consolidated financial statements herein include the accounts of Tailored Brands, Inc. and its subsidiaries (the "Company") and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. Our business results historically have fluctuated throughout the year and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended February 3, 2018. Unless the context otherwise requires, "Company", "we", "us" and "our" refer to Tailored Brands, Inc. and its subsidiaries. The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. Recent Accounting Pronouncements — We have considered all new accounting pronouncements and have concluded there are no new pronouncements that may have a material impact on our financial position, results of operations, or cash flows, based on current information, except for those listed below. In August 2017, the Financial Accounting Standards Board ("FASB") i ssued Accounting Standards Update ("ASU") ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. ASU 2017-12 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance must be applied on a modified retrospective basis, while presentation and disclosure requirements set forth under ASU 2017-12 are required prospectively in all interim periods and fiscal years ending after the date of adoption . Early adoption of ASU 2017-12 is permitted. We are currently evaluating the impact ASU 2017-12 will have on our financial position, results of operations and cash flows . In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach, with optional practical expedients. We are currently evaluating the impact ASU 2016-02 will have on our financial position, results of operations and cash flows but expect that it will result in a significant increase in our long-term assets and liabilities given we have a considerable number of operating leases. We are in the process of implementing changes to our business processes, systems and controls to support the adoption of ASU 2016-02 in fiscal 2019.

Divestiture of MW Cleaners

Divestiture of MW Cleaners	3 Months Ended
	May 05, 2018
Divestiture of MW Cleaners
Divestiture of MW Cleaners	2. Divestiture of MW Cleaners On February 28, 2018, we entered into a definitive agreement to divest our MW Cleaners business for approximately $18.0 million, subject to certain adjustments, and the transaction closed on March 3, 2018. During the first quarter of fiscal 2018, we received cash proceeds of $17.7 million and recorded a loss on the divestiture totaling $3.6 million which is included within selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings, and relates to our retail segment. We determined that the sale of the MW Cleaners business did not represent a strategic shift and will not have a major effect on our consolidated results of operations, financial position or cash flows. Accordingly, we have not presented the sale as a discontinued operation in the condensed consolidated financial statements.

Termination of Tuxedo Rental Li

Termination of Tuxedo Rental License Agreement with Macy's	3 Months Ended
	May 05, 2018
Termination of Tuxedo Rental License Agreement with Macy's
Termination of Tuxedo Rental License Agreement with Macy's	3. Termination of Tuxedo Rental License Agreement with Macy's During the first quarter of fiscal 2017, we reached an agreement with Macy's to wind down operations under the tuxedo rental license agreement established between Macy's and The Men's Wearhouse, Inc. ("The Men's Wearhouse") in 2015. The winding down of our tuxedo shops within Macy's was completed in fiscal 2017 and all tuxedo shops within Macy's closed in the second quarter of 2017. As a result of the agreement, during the first quarter of fiscal 2017, we incurred $17.2 million of termination-related costs, of which $14.6 million were cash charges. These costs included $12.3 million related to contract termination, $1.4 million of rental product write-offs, $1.2 million of asset impairment charges and $2.3 million of other costs, all of which relate to our retail segment. Of the $17.2 million in termination-related costs, $15.8 million is recorded in SG&A and $1.4 million is included in cost of sales in the condensed consolidated statement of earnings. All termination-related costs were paid in fiscal 2017.

Earnings Per Share

Earnings Per Share	3 Months Ended
	May 05, 2018
Earnings Per Share
Earnings Per Share	4. Earnings Per Share Basic earnings per common share is computed by dividing net earnings by the weighted-average common shares outstanding during the period. Diluted earnings per common share reflect the more dilutive earnings per common share amount calculated using the treasury stock method or the two-class method. In the first quarter of 2018 and 2017, the treasury stock method is used to calculate diluted earnings per common share. Basic and diluted earnings per common share are computed using the actual net earnings 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 in our condensed consolidated statement of earnings and the accompanying notes. The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share amounts): For the Three Months Ended May 5, April 29, 2018 2017 Numerator Net earnings $ 13,909 $ 1,839 Denominator Basic weighted-average common shares outstanding 49,458 48,808 Dilutive effect of share-based awards 1,262 343 Diluted weighted-average common shares outstanding 50,720 49,151 Net earnings per common share: Basic $ 0.28 $ 0.04 Diluted $ 0.27 $ 0.04 For the three months ended May 5, 2018, and April 29, 2017, 0.4 million and 1.6 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share, respectively.

Debt

Debt	3 Months Ended
	May 05, 2018
Debt
Debt	5. Debt In 2014, The Men's Wearhouse entered into a term loan credit agreement that provided for a senior secured term loan in the aggregate principal amount of $1.1 billion (the "Original Term Loan") and a $500.0 million asset-based revolving credit agreement (the "ABL Facility", and together with the Original Term Loan, the "Credit Facilities") with certain of our U.S. subsidiaries and Moores the Suit People Inc., one of our Canadian subsidiaries, as co-borrowers. Proceeds from the Original Term Loan were reduced by an $11.0 million original issue discount ("OID"), which was presented as a reduction of the outstanding balance on the Original Term Loan on the balance sheet and amortized to interest expense over the contractual life of the Original Term Loan. In addition, in 2014, The Men's Wearhouse issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the "Senior Notes"). In October 2017, The Men’s Wearhouse amended the ABL Facility in part to increase the principal amount available to $550.0 million and extend the maturity date to October 2022. In April 2018, The Men’s Wearhouse refinanced its Original Term Loan. See Credit Facilities section below for additional information. The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios. Should our total leverage ratio and secured leverage ratio exceed certain thresholds specified in the agreements, we would be subject to certain additional restrictions, including limitations on our ability to make significant acquisitions and incur additional indebtedness. As of May 5, 2018, our total leverage ratio and secured leverage ratio are below these thresholds and we believe these ratios will remain below the thresholds specified in the agreements for the foreseeable future, which results in the elimination of these additional restrictions. In addition, as a result of the refinancing of our Original Term Loan and amending of our ABL Facility, our ability to pay dividends on our common stock has increased from a maximum of $10.0 million per quarter to a maximum of $15.0 million per quarter. Credit Facilities In April 2018, we refinanced our Original Term Loan. Immediately prior to the refinancing, the Original Term Loan consisted of $593.4 million in aggregate principal amount with an interest rate of LIBOR plus 3.50% (with a floor of 1.0%) and $400.0 million in aggregate principal amount with a fixed rate of 5.0% per annum. Upon entering into the refinancing, we made a prepayment of $93.4 million on the Original Term Loan using cash on hand. As a result, we refinanced $900.0 million in aggregate principal amount of term loans then outstanding with a new Term Loan totaling $900.0 million (the “New Term Loan”). Additionally, we may continue to request additional term loans or incremental equivalent debt borrowings, all of which are uncommitted, in an aggregate amount up to the greater of (1) $250.0 million and (2) an aggregate principal amount such that, on a pro forma basis (giving effect to such borrowings), our senior secured leverage ratio will not exceed 2.5 to 1.0. The New Term Loan will bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either LIBOR (with a floor of 1.0%) or the base rate (with a floor of 2.0%). The margins for borrowings under the New Term Loan are 3.50% for LIBOR and 2.50% for the base rate. The New Term Loan will amortize in an annual amount equal to 1.0% of the principal amount of the New Term Loan, payable quarterly commencing on May 1, 2018. Proceeds from the New Term Loan were reduced by a $4.5 million OID, which is presented as a reduction of the outstanding balance on the New Term Loan on the balance sheet and will be amortized to interest expense over the contractual life of the New Term Loan. The New Term Loan extends the maturity date of the Original Term Loan from June 18, 2021 until April 9, 2025, subject to a springing maturity provision that would accelerate the maturity of the New Term Loan to April 1, 2022 if any of the Company’s obligations under its Senior Notes remain outstanding on April 1, 2022. The interest rate on the New Term Loan is based on 1-month LIBOR, which was 1.93% at May 5, 2018, plus the applicable margin of 3.50%, resulting in a total interest rate of 5.43%. We have two interest rate swap agreements where the variable rates due under the New Term Loan have been exchanged for a fixed rate. At May 5, 2018, the total notional amount under these interest rate swaps is $400.0 million. Please see Note 15 for additional information on our interest rate swaps. As a result of our interest rate swaps, approximately 45% of the variable interest rate under the New Term Loan has been converted to a fixed rate. As of May 5, 2018, the New Term Loan had a weighted average interest rate of 5.45%. In connection with the refinancing of the New Term Loan, we incurred deferred financing costs of $5.6 million, which will be amortized over the life of the New Term Loan using the interest method. In addition, as a result of the refinancing, we recorded a loss on extinguishment of debt totaling $11.9 million consisting of the elimination of unamortized deferred financing costs and OID related to the Original Term Loan, which is included as a separate line in the condensed consolidated statement of earnings. In October 2017, we amended our ABL Facility, which now provides for a senior secured revolving credit facility of $550.0 million, with possible future increases to $650.0 million under an expansion feature, that matures in October 2022, and is guaranteed, jointly and severally, by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The ABL Facility has several borrowing and interest rate options including the following indices: (i) adjusted LIBOR, (ii) Canadian Dollar Offered Rate ("CDOR") rate, (iii) Canadian prime rate or (iv) an alternate base rate (equal to the greater of the prime rate, the New York Federal Reserve Bank (“NYFRB”) rate plus 0.5% or adjusted LIBOR for a one-month interest period plus 1.0%). Advances under the ABL Facility bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 1.75%. The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.25% to 1.75%, and a fee on unused commitments of 0.25%. As of May 5, 2018, there were no borrowings outstanding under the ABL Facility. During the three months ended May 5, 2018, the maximum borrowing outstanding under the ABL Facility was $1.5 million. The obligations under the Credit Facilities are secured on a senior basis by a first priority lien on substantially all of the assets of the Company, The Men’s Wearhouse and its U.S. subsidiaries and, in the case of the ABL Facility, Moores The Suit People Inc. The Credit Facilities and the related guarantees and security interests granted thereunder are senior secured obligations of, and will rank equally with all present and future senior indebtedness of the Company, the co-borrowers and the respective guarantors. We utilize letters of credit primarily as collateral for workers compensation claims and to secure inventory purchases. At May 5, 2018, letters of credit totaling approximately $35.7 million were issued and outstanding. Borrowings available under the ABL Facility as of May 5, 2018 were $490.2 million. Senior Notes The Senior Notes are guaranteed, jointly and severally, on an unsecured basis by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The Senior Notes and the related guarantees are senior unsecured obligations of the Company and the guarantors, respectively, and will rank equally with all of the Company's and each guarantor's present and future senior indebtedness. The Senior Notes will mature in July 2022. Interest on the Senior Notes is payable in January and July of each year. Long-Term Debt During the first quarter of 2018, we repurchased and retired $17.6 million in face value of Senior Notes through open market transactions. As a result, we recorded a net loss on extinguishment totaling $0.9 million, which is included as a separate line in the condensed consolidated statement of earnings. The net loss on extinguishment reflects a $0.6 million loss upon repurchase and the elimination of unamortized deferred financing costs totaling $0.3 million related to the Senior Notes. The following table provides details on our long-term debt as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Term Loan (net of unamortized OID of $4.5 million at May 5, 2018, $3.9 million at April 29, 2017, and $3.0 million at February 3, 2018) $ 893,299 $ 1,041,147 $ 990,465 Senior Notes 403,607 567,570 421,209 Less: Deferred financing costs related to the Term Loan and Senior Notes (10,398) (20,852) (14,866) Total long-term debt, net 1,286,508 1,587,865 1,396,808 Current portion of long-term debt (9,000) (13,379) (7,000) Total long-term debt, net of current portion $ 1,277,508 $ 1,574,486 $ 1,389,808

Revenue Recognition

Revenue Recognition	3 Months Ended
	May 05, 2018
Revenue Recognition
Revenue Recognition	6. Revenue Recognition Adoption of ASC 606 Effective February 4, 2018, we adopted ASC 606, Revenue from Contracts with Customers and all related amendments (“ASC 606”), to all contracts using the modified retrospective approach. We recognized the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of retained earnings. The adoption had no impact to our previously reported results of operations or cash flows. The comparative period information has not been restated and continues to be reported under the accounting standards in effect for the period presented. The following table depicts the cumulative effect of the changes made to our February 3, 2018 balance sheet for the adoption of ASU 606 (in thousands): Reported Adjusted Balance at Impact of Balance at February 3, Adoption of February 3, 2018 ASU 606 2018 Assets: Accounts receivable, net $ 79,783 $ (303) $ 79,480 Inventories 851,931 (17,837) 834,094 Other current assets 78,252 2,753 81,005 Liabilities: Accrued expenses and other current liabilities 285,537 32,378 317,915 Deferred taxes, net and other liabilities 164,191 (11,941) 152,250 Equity: Accumulated deficit (479,166) (35,824) (514,990) The adoption of ASC 606 primarily impacted the timing of revenue recognition related to our customer loyalty program, gift cards and e-commerce sales within our retail segment, as discussed in more detail below. In addition, for our corporate apparel segment, certain deferred revenue balances along with related inventory amounts were eliminated as part of the cumulative adjustment to opening retained earnings. Also, for estimated sales returns, we now recognize allowances for estimated sales returns on a gross basis rather than a net basis on the condensed consolidated balance sheets. Revenues The following table depicts the disaggregation of revenue by major source (in thousands): For the Three Months Ended May 5, 2018 April 29, 2017 Net sales: Men's tailored clothing product $ 355,737 $ 332,630 Men's non-tailored clothing product 235,606 228,699 Women's clothing product 19,582 19,827 Other (1) 2,719 2,429 Total retail clothing product 613,644 583,585 Rental services 100,227 94,820 Alteration services 38,421 38,386 Retail dry cleaning services (2) 2,551 8,514 Total alteration and other services 40,972 46,900 Total retail sales 754,843 725,305 Corporate apparel clothing product 63,121 57,601 Total net sales $ $ (1) Other consists of franchise and licensing revenues and gift card breakage. Franchise revenues are generally recognized at a point in time while licensing revenues consist primarily of minimum guaranteed royalty amounts recognized over an elapsed time period. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information. Please see Note 16 for additional information regarding our reporting segments. Retail Segment For retail clothing product revenue, we transfer control and recognize revenue at a point in time, upon sale or shipment of the merchandise, net of actual sales returns and a provision for estimated sales returns. For rental and alteration services, we transfer control and recognize revenue at a point in time, upon receipt by the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, use and value added taxes we collect from our customers and are remitted to governmental agencies are excluded from revenue. Loyalty Program We maintain a customer loyalty program for our Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank and Moores brands in which customers receive points for purchases. Points are generally equivalent to dollars spent on a one‑to‑one basis, excluding any sales tax dollars, and do not expire. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may redeem for purchases at our stores or online. Generally, reward certificates earned must be redeemed no later than six months from the date of issuance. We believe our loyalty program represents a customer option that is a material right and, accordingly, is a performance obligation in the contract with our customer. Therefore, we will record our obligation for future point redemptions using a deferred revenue model. In prior periods, we used an incremental cost approach where we accrued the estimated costs of the anticipated certificate redemptions when the certificates were issued and charged such costs to cost of sales. When loyalty program members earn points, we recognize a portion of the transaction as revenue for merchandise product sales or services and defer a portion of the transaction representing the value of the related points. The value of the points is recorded in deferred revenue on our condensed consolidated balance sheet and recognized into revenue when the points are converted into a rewards certificate and the certificate is used. We account for points earned and certificates issued that will never be redeemed by loyalty members, which we refer to as breakage. We review our breakage estimates at least annually based upon the latest available information regarding redemption and expiration patterns. Our estimate of the expected expiration of points and certificates requires significant management judgment. Current and future changes to our assumptions or to loyalty program rules may result in material changes to the deferred revenue balance as well as recognized revenues from the loyalty program. For example, during fiscal 2018, we plan to test potential changes to our loyalty program in order to improve the effectiveness of the program. Gift Card Breakage Proceeds from the sale of gift cards are recorded as a liability and are recognized as net sales from products and services when the cards are redeemed. Our gift cards do not have expiration dates. In addition, we recognize revenue for gift cards for which the likelihood of redemption is deemed to be remote and for which there is no legal obligation to remit the value of such unredeemed gift cards to any relevant jurisdictions (commonly referred to as gift card breakage) under the redemption recognition method. This method records gift card breakage as revenue on a proportional basis over the redemption period based on our historical gift card breakage rate. We review our gift card breakage estimate based on our historical redemption patterns. In prior periods, we recognized income from breakage of gift cards as a reduction of SG&A when the likelihood of redemption of the gift card was remote. Sales Returns Revenue from merchandise product sales and services is reported net of sales returns, which includes an estimate of future returns based on historical return rates, with a corresponding reduction to cost of sales. Our refund liability for sales returns was $7.8 million at May 5, 2018, which is included in accrued and other current liabilities and represents the expected value of the refund that will be due to our customers. We also have a corresponding asset included in other current assets that represents the right to recover products from customers associated with sales returns of $3.3 million at May 5, 2018. In prior periods, we recognized a provision for estimated sales returns on a net basis. Corporate Apparel Segment For our corporate apparel segment, we sell corporate clothing and uniforms to workforces under a contract or by purchase order. We transfer control and recognize revenue at a point in time, generally upon delivery of the product to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, use and value added taxes we collect from our customers and are remitted to governmental agencies are excluded from revenue. Contract Liabilities The following table summarizes the opening and closing balances of our contract liabilities (in thousands): Balance at Increase Balance at February 3, 2018 (Decrease) May 5, 2018 As Adjusted Contract liabilities $ 141,552 $ 46,791 $ 188,343 Contract liabilities include cash payments received from customers in advance of our performance, including amounts which are refundable. These liabilities primarily consist of customer deposits related to rental product or custom clothing transactions since we typically receive payment from our customers prior to our performance and deferred revenue related to our loyalty programs and unredeemed gift cards. These amounts are included as “Customer deposits, prepayments and refunds payable,” “Loyalty program liabilities” and “Unredeemed gift cards,” respectively, within the accrued expenses and other current liabilities line item on our consolidated balance sheet. Please see Note 10 for additional information on our accrued expenses and other current liabilities. The amount of revenue recognized in the first quarter of 2018 that was included in the opening contract liability balance was $41.7 million. This revenue primarily consists of recognition of deposits for completed transactions as well as redeemed certificates related to our loyalty program and gift card redemptions. Practical Expedients and Impact on Fiscal 2018 Results Due to the short term nature of a significant portion of our contracts with customers, we have elected to apply the practical expedients under ASC 606 to: (1) not adjust the consideration for the effects of a significant financing component, (2) recognize incremental costs of obtaining a contract as expense when incurred and (3) not disclose the value of our unsatisfied performance obligations for contracts with an original expected duration of one year or less. In accordance with ASC 606, the following tables reflect the impact on our fiscal 2018 condensed consolidated statement of earnings and balance sheet as if we had continued to apply accounting standards in effect last year (“Legacy GAAP”) (amounts in thousands): Statement of Earnings For the Three Months Ended May 5, 2018 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Net sales: Total retail sales $ 754,843 $ 758,088 $ 3,245 Corporate apparel clothing product 63,121 $ 66,502 $ 3,381 Costs and expenses: Total retail cost of sales 426,074 426,326 252 Total corporate apparel clothing product cost of sales 46,666 49,475 2,809 Selling, general and administrative expenses 251,094 250,757 (337) Provision for income taxes 4,381 5,316 935 Net earnings $ 13,909 $ 16,876 $ 2,967 Diluted net earnings per common share $ $ 0.33 $ 0.06 Balance Sheet May 5, 2018 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Assets: Accounts receivable, net $ 87,411 $ 92,232 $ 4,821 Inventories 843,671 857,857 14,186 Other current assets 69,937 66,639 (3,298) Liabilities: Accrued expenses and other current liabilities 350,414 294,129 (56,285) Deferred taxes, net and other liabilities 151,503 139,536 (11,967) Equity: Accumulated deficit (510,441) (471,649) 38,792

Supplemental Cash Flows

Supplemental Cash Flows	3 Months Ended
	May 05, 2018
Supplemental Cash Flows
Supplemental Cash Flows	7. Supplemental Cash Flows Supplemental disclosure of cash flow information is as follows (in thousands): For the Three Months Ended May 5, April 29, 2018 2017 Cash paid for interest $ 13,380 $ 16,389 Cash paid for income taxes, net $ 2,128 $ 1,483 We had unpaid capital expenditure purchases included in accounts payable and accrued expenses and other current liabilities of approximately $4.7 million and $7.1 million at May 5, 2018 and April 29, 2017, respectively. Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period they are paid.

Inventories

Inventories	3 Months Ended
	May 05, 2018
Inventories
Inventories	8. Inventories The following table provides details on our inventories as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Finished goods $ 749,746 $ 915,065 $ 739,668 Raw materials and merchandise components 93,925 69,156 112,263 Total inventories $ 843,671 $ 984,221 $ 851,931

Income Taxes

Income Taxes	3 Months Ended
	May 05, 2018
Income Taxes
Income Taxes	9. Income Taxes In December 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). The changes included in the Tax Reform Act are broad and complex, including, but not limited to reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. Our federal income tax expense for fiscal 2018 is based on the new rate. Our effective income tax rate decreased to 24.0% for the first quarter of 2018 from 70.2% for the first quarter of 2017. Our effective income tax rate for the first quarter of 2018 is lower than the effective income tax rate for the first quarter of 2017 primarily from enactment of the Tax Reform Act and anniversarying last year’s $2.2 million of tax deficiencies related to the vesting of stock-based awards recorded in the first quarter of 2017 resulting from the adoption of new accounting guidance related to stock-based compensation. Shortly after the Tax Reform Act was enacted, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) which provides guidance on accounting for the Tax Reform Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the Tax Reform Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Reform Act. In accordance with SAB 118, a company must reflect the income tax effects of the Tax Reform Act in the reporting period in which the accounting is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Reform Act is incomplete, a company can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. At the end of fiscal 2017, we recorded a provisional discrete net tax benefit of $0.3 million related to the Tax Reform Act. During the first quarter of 2018, there have been no updates to this provisional amount. While we have made a reasonable estimate of the impact of the Tax Reform Act, we are continuing to finalize the consequences of tax reform, including the temporary differences that existed on the date of enactment. Additionally, we are currently undergoing several audits; however, we currently do not believe these audits will result in any material charge to tax expense in the future.

Other Current Assets, Accrued E

Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities	3 Months Ended
	May 05, 2018
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities	10. Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities The following table provides details on our other current assets as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Prepaid expenses $ 44,438 $ 44,584 $ 47,545 Tax receivable 12,814 14,055 20,368 Other 12,685 10,649 10,339 Total other current assets $ 69,937 $ 69,288 $ 78,252 The following table provides details on our accrued expenses and other current liabilities as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Customer deposits, prepayments and refunds payable $ 87,849 $ 72,411 $ 59,633 Loyalty program liabilities 65,597 8,720 9,106 Accrued salary, bonus, sabbatical, vacation and other benefits 56,066 58,373 84,767 Sales, value added, payroll, property and other taxes payable 37,605 36,878 29,409 Unredeemed gift cards 29,921 37,434 39,609 Accrued workers compensation and medical costs 24,639 27,194 25,244 Accrued dividends 10,870 9,957 11,128 Accrued interest 10,608 22,871 3,281 Accrued royalties 4,009 1,806 5,032 Lease termination and other store closure costs 297 4,106 427 Other 22,953 23,852 17,901 Total accrued expenses and other current liabilities $ 350,414 $ 303,602 $ 285,537 The increase in loyalty program liabilities and the decrease in unredeemed gift cards is primarily driven by the adoption of ASC 606. Please see Note 6 for additional information. The following table provides details on our deferred taxes, net and other liabilities as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Deferred and other income tax liabilities, net $ 83,357 $ 90,772 $ 95,314 Deferred rent and landlord incentives 58,957 60,542 60,136 Unfavorable lease liabilities 2,631 4,224 2,910 Other 6,558 6,062 5,831 Total deferred taxes, net and other liabilities $ 151,503 $ 161,600 $ 164,191

Accumulated Other Comprehensive

Accumulated Other Comprehensive (Loss) Income	3 Months Ended
	May 05, 2018
Accumulated Other Comprehensive (Loss) Income.
Accumulated Other Comprehensive (Loss) Income	11. Accumulated Other Comprehensive (Loss) Income The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended May 5, 2018 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 3, 2018 $ (11,116) $ 145 $ 189 $ (10,782) Other (loss) comprehensive income before reclassifications (14,143) 2,087 — (12,056) Amounts reclassified from accumulated other comprehensive (loss) income — 713 — 713 Net current-period other comprehensive (loss) income (14,143) 2,800 — (11,343) BALANCE— May 5, 2018 $ (25,259) $ 2,945 $ 189 $ (22,125) The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended April 29, 2017 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— January 28, 2017 $ (40,205) $ (82) $ 204 $ (40,083) Other comprehensive income (loss) before reclassifications 1,341 (3,926) — (2,585) Amounts reclassified from accumulated other comprehensive loss — 460 — 460 Net current-period other comprehensive income (loss) 1,341 (3,466) — (2,125) BALANCE— April 29, 2017 $ (38,864) $ (3,548) $ 204 $ (42,208) Amounts reclassified from other comprehensive (loss) income for the three months ended May 5, 2018 and April 29, 2017 relate to changes in the fair value of our interest rate swaps which is recorded within interest expense in the condensed consolidated statement of earnings and changes in the fair value of cash flow hedges related to inventory purchases, which is recorded within cost of sales in the condensed consolidated statement of earnings.

Share-Based Compensation Plans

Share-Based Compensation Plans	3 Months Ended
	May 05, 2018
Share-Based Compensation Plans
Share-Based Compensation Plans	12. Share-Based Compensation Plans For a discussion of our share-based compensation plans, please see Note 13 in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018. Non-Vested Deferred Stock Units and Performance Units The following table summarizes the activity of time-based and performance-based awards (collectively, "DSUs") for the three months ended May 5, 2018: Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at February 3, 2018 1,014,689 993,631 $ 18.13 $ 19.55 Granted 433,556 241,754 Vested (1) (298,352) (131,074) Forfeited (21,962) (10,000) Non-Vested at May 5, 2018 1,127,931 1,094,311 $ $ (1) Includes 181,639 shares relinquished for tax payments related to vested DSUs for the three months ended May 5, 2018. As of May 5, 2018, we have unrecognized compensation expense related to non-vested DSUs of approximately $32.2 million, which is expected to be recognized over a weighted-average period of 1.9 years. Stock Options The following table summarizes the activity of stock options for the three months ended May 5, 2018: Weighted- Number of Average Shares Exercise Price Outstanding at February 3, 2018 1,527,176 $ 21.97 Granted 206,734 Exercised (143,506) 22.68 Forfeited (22,651) Expired (8,087) Outstanding at May 5, 2018 1,559,666 $ Exercisable at May 5, 2018 637,602 $ The weighted-average grant date fair value of the 206,734 stock options granted during the three months ended May 5, 2018 was $10.31 per share. The following table summarizes the weighted-average assumptions used to fair value the stock options at the date of grant using the Black-Scholes option model for the three months ended May 5, 2018: For the Three Months Ended May 5, 2018 Risk-free interest rate Expected lives 5.0 years Dividend yield Expected volatility As of May 5, 2018, we have unrecognized compensation expense related to non-vested stock options of approximately $4.4 million, which is expected to be recognized over a weighted-average period of 1.6 years. Cash Settled Awards During 2017, we granted stock-based awards to certain employees, which vest over a period of three years, and will be settled in cash ("cash settled awards"). The fair value of the cash settled awards at each reporting period is based on the price of our common stock and includes a market condition. The fair value of the cash settled awards will be remeasured at each reporting period until the awards are settled. Cash settled awards are classified as liabilities in the condensed consolidated balance sheets. At May 5, 2018, the liability associated with the cash settled awards was $6.5 million with $3.8 million recorded in accrued expenses and other current liabilities and $2.7 million recorded in other liabilities in the condensed consolidated balance sheets. The following table summarizes the activity of cash settled awards for the three months ended May 5, 2018 (in thousands): Cash Settled Awards Non-Vested at February 3, 2018 $ 8,353 Granted — Vested — Forfeited (252) Non-Vested at May 5, 2018 $ 8,101 As of May 5, 2018, we have unrecognized compensation expense related to non-vested cash settled awards of approximately $4.4 million, which is expected to be recognized over a weighted-average period of 1.5 years. Share-Based Compensation Expense Share-based compensation expense, including cash settled awards, recognized for the three months ended May 5, 2018 was $6.5 million. Share-based compensation expense recognized for the three months ended April 29, 2017 was $4.7 million.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	May 05, 2018
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	13. Goodwill and Other Intangible Assets Goodwill Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the three months ended May 5, 2018 are as follows (in thousands): Corporate Retail Apparel Total Balance at February 3, 2018 $ 94,305 25,987 $ 120,292 Goodwill of divested business (see Note 2) (13,588) — (13,588) Translation adjustment (839) (1,063) (1,902) Balance at May 5, 2018 $ 79,878 $ 24,924 $ 104,802 Goodwill is evaluated for impairment at least annually. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, new significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. No impairment evaluation was considered necessary during the first three months ended May 5, 2018. Intangible Assets The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): May 5, April 29, February 3, 2018 2017 2018 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 16,155 $ 16,040 $ 16,273 Favorable leases 12,967 13,679 13,229 Customer relationships 27,477 26,268 28,713 Total carrying amount 56,599 55,987 58,215 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,594) (10,183) (10,558) Favorable leases (5,178) (4,297) (5,010) Customer relationships (17,790) (14,776) (17,992) Total accumulated amortization (33,562) (29,256) (33,560) Total amortizable intangible assets, net 23,037 26,731 24,655 Indefinite-lived intangible assets: Trademarks and tradename 144,283 144,235 144,332 Total intangible assets, net $ 167,320 $ 170,966 $ 168,987 Pre-tax amortization expense associated with intangible assets subject to amortization totaled $1.0 million and $1.0 million for the three months ended May 5, 2018 and April 29, 2017, respectively. Pre-tax amortization associated with intangible assets subject to amortization at May 5, 2018 is estimated to be $3.0 million for the remainder of fiscal 2018, $3.8 million for fiscal 2019, $3.6 million for fiscal 2020, $3.5 million for fiscal 2021 and $2.2 million for fiscal 2022.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	May 05, 2018
Fair Value Measurements
Fair Value Measurements	14. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: Level 1- observable inputs such as quoted prices in active markets; Level 2- inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3- unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total May 5, 2018— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ February 3, 2018— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ April 29, 2017— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ Derivative financial instruments are comprised of (1) 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, (2) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted revenues from our United Kingdom (“UK”) operations denominated in a currency different from the UK’s functional currency, (3) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to intercompany loans denominated in a currency different from the operating entity’s functional currency and (4) interest rate swap agreements to minimize our exposure to interest rate changes on our outstanding indebtedness. These derivative financial instruments are recorded in the consolidated balance sheets at fair value based upon observable market inputs, primarily pricing models based on current market rates. Derivative financial instruments in an asset position are included within other current assets or other assets in the consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities or noncurrent liabilities in the consolidated balance sheets. Please see Note 15 for further information regarding our derivative instruments. Assets and Liabilities that are Measured at Fair Value on a Non-Recurring Basis Long-lived assets, such as property and equipment, goodwill and identifiable intangibles, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. During the three months ended May 5, 2018, we incurred $0.3 million of asset impairment charges, which is included within SG&A expenses in our condensed consolidated statement of earnings, related to underperforming stores. During the three months ended April 29, 2017, we incurred $2.9 million of asset impairment charges, which is included within SG&A expenses in our condensed consolidated statement of earnings, primarily related to underperforming stores as well as long-lived assets related to our tuxedo rental license agreement with Macy’s. We estimated the fair value of the long-lived assets based on an income approach using projected future cash flows discounted using a weighted-average cost of capital analysis that reflects current market conditions, which we classify as Level 3 within the fair value hierarchy. Fair Value of Financial Instruments Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt. Management estimates that, as of May 5, 2018, April 29, 2017, and February 3, 2018, the carrying value of our financial instruments, other than long-term debt, approximated their fair value due to the highly liquid or short-term nature of these instruments. The fair values of our Term Loan were valued based upon observable market data provided by a third party for similar types of debt, which we classify as a Level 2 input within the fair value hierarchy. The fair value of our Senior Notes is based on quoted prices in active markets, which we classify as a Level 1 input within the fair value hierarchy. The table below shows the fair value and carrying value of our long-term debt, including current portion (in thousands): May 5, 2018 April 29, 2017 February 3, 2018 Carrying Estimated Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Amount (1) Fair Value Long-term debt, including current portion $ 1,286,508 $ 1,321,637 $ 1,587,865 $ 1,482,750 $ 1,396,808 $ 1,407,449 (1) The carrying value of the long-term debt, including current portion is net of deferred financing costs of $10.4 million, $20.9 million and $14.9 million as of May 5, 2018, April 29, 2017 and February 3, 2018, respectively.

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	May 05, 2018
Derivative Financial Instruments
Derivative Financial Instruments	15. Derivative Financial Instruments In January 2015, we entered into an interest rate swap agreement on an initial notional amount of $520.0 million that matures in August 2018 with periodic interest settlements. At May 5, 2018, the notional amount totaled $40.0 million. Under this interest rate swap agreement, we receive a floating rate based on 3-month LIBOR and pay a fixed rate of 5.03% (including the applicable margin of 3.50%) on the outstanding notional amount. In April 2017, we entered into an interest rate swap agreement on an initial notional amount of $260.0 million that matures in June 2021 with periodic interest settlements. At May 5, 2018, the notional amount totaled $360.0 million. Under this interest rate swap agreement, we receive a floating rate based on 1-month LIBOR and pay a fixed rate of 5.56% (including the applicable margin of 3.50%) on the outstanding notional amount. We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate. At May 5, 2018, the fair value of the interest rate swaps was an asset of $5.4 million with $1.0 million recorded in other current assets and $4.4 million recorded in other assets in our condensed consolidated balance sheet. The effective portion of the swaps is reported as a component of accumulated other comprehensive (loss) income. There was no hedge ineffectiveness at May 5, 2018. Changes in fair value are reclassified from accumulated other comprehensive (loss) income into earnings in the same period that the hedged item affects earnings. Over the next 12 months, $1.0 million of the effective portion of the interest rate swaps is expected to be reclassified from accumulated other comprehensive (loss) income into earnings within interest expense. If, at any time, an interest rate swap is determined to be ineffective, in whole or in part, due to changes in the interest rate swap or underlying debt agreements, the fair value of the portion of the interest rate swap determined to be ineffective will be recognized as a gain or loss in the statement of earnings for the applicable period . Also, we have entered into derivative instruments to hedge our foreign exchange risk, specifically related to the British pound and Euro. At May 5, 2018, the notional amount of the British pound and Euro instruments totaled $30.3 million and $9.3 million, respectively. We have designated these instruments as cash flow hedges of the variability in exchange rates for those foreign currencies. At May 5, 2018, the fair value of these cash flow hedges was an asset of $0.2 million recorded in other current assets in our condensed consolidated balance sheet. The effective portion of the hedges is reported as a component of accumulated other comprehensive (loss) income. Hedge ineffectiveness at May 5, 2018 was immaterial. Changes in fair value are reclassified from accumulated other comprehensive (loss) income into earnings in the same period that the hedged item affects earnings. Over the next 12 months, $1.1 million of the effective portion of the cash flow hedges is expected to be reclassified as expense into cost of sales from accumulated other comprehensive (loss) income. In addition, we are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs, specifically related to the Canadian dollar. As a result, from time to time, we may enter into derivative instruments to hedge this foreign exchange risk. At May 5, 2018, the notional amount of these instruments totaled $13.1 million. We have not elected to apply hedge accounting to these derivative instruments. Amounts related to these transactions were immaterial to our consolidated financial statements.

Segment Reporting

Segment Reporting	3 Months Ended
	May 05, 2018
Segment Reporting
Segment Reporting	16. Segment Reporting Our operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. The retail segment includes the results from our four retail merchandising brands: Men's Wearhouse/Men's Wearhouse and Tux, Jos. A. Bank, Moores Clothing for Men ("Moores") and K&G. These four brands are operating segments that have been aggregated into the retail reportable segment. Prior to its divestiture, MW Cleaners was also aggregated in the retail segment as its operations had not had a significant effect on our revenues or expenses. Specialty apparel merchandise offered by our four retail merchandising concepts include suits, suit separates, sport coats, slacks, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men. Women's career and casual apparel, sportswear and accessories, including shoes, and children's apparel is offered at most of our K&G stores. Rental product is offered at our Men's Wearhouse/Men's Wearhouse and Tux, Jos. A. Bank and Moores retail stores. The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Dimensions, Alexandra, and Yaffy in the UK and Twin Hill in the U.S., which provide corporate apparel uniforms and workwear to workforces. We measure segment profitability based on operating income, defined as income before interest expense, interest income, (loss) gain on extinguishment of debt, net and income taxes, before shared service expenses. Shared service expenses include costs incurred and directed primarily by our corporate offices that are not allocated to segments. Additional net sales information is as follows (in thousands): For the Three Months Ended May 5, 2018 April 29, 2017 Net sales: MW (1) $ 447,809 $ 420,067 Jos. A. Bank 169,076 167,228 K&G 89,280 88,683 Moores 46,127 40,813 MW Cleaners (2) 2,551 8,514 Total retail segment 754,843 725,305 Total corporate apparel segment 63,121 57,601 Total net sales $ 817,964 $ (1) MW includes Men's Wearhouse, Men's Wearhouse and Tux, tuxedo shops within Macy's and Joseph Abboud. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information. Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes is as follows (in thousands): For the Three Months Ended May 5, 2018 April 29, 2017 Operating income: Retail $ 98,721 $ 73,425 Corporate apparel 1,583 1,975 Shared service expense (47,407) (44,398) Operating income 52,897 31,002 Interest income 85 67 Interest expense (21,981) (25,621) (Loss) gain on extinguishment of debt, net (12,711) 715 Earnings before income taxes $ 18,290 $

Legal Matters

Legal Matters	3 Months Ended
	May 05, 2018
Legal Matters
Legal Matters	17. Legal Matters On March 29, 2016, a putative class action lawsuit was filed against the Company and its Chief Executive Officer, Douglas S. Ewert, in the United States District Court for the Southern District of Texas (Case No. 4:16-cv-00838). The complaint attempted to allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of persons who purchased or otherwise acquired the Company's securities between June 18, 2014 and December 9, 2015 (the "Class Period"). On May 26, 2017, Lead Plaintiff Strathclyde Pension Fund filed an Amended Complaint alleging that during the Class Period Defendants omitted facts about the Company's Jos. A. Bank's business, financial status, and operations, the omission of which rendered Defendants' statements about the Jos. A. Bank business false or misleading. The amended complaint also named Jon W. Kimmins, the Company's former Chief Financial Officer, and Mary Beth Blake, the Company's current Brand President, Jos. A. Bank, as additional named defendants. The Company filed a motion to dismiss the amended complaint, which was fully briefed. In an Opinion and Order dated March 31, 2018, the Court granted our motion to dismiss and provided the plaintiff with 30 days to file a second amended complaint. On April 30, 2018 the plaintiff advised the Court and all parties that it was not going to file a second amended complaint. We believe this matter is now concluded and, as a result, will no longer be reporting on it in future Forms 10-Q and 10-K. On February 17, 2016, Anthony Oliver filed a putative class action lawsuit against our Men's Wearhouse subsidiary in the United States District Court for the Central District of California (Case No. 2:16-cv-01100). The complaint attempts to allege claims under the Telephone Consumer Protection Act. In particular the complaint alleges that the Company sent unsolicited text messages to cellular telephones beginning October 1, 2013 to the present day. After we demonstrated that the Company had the plaintiff's permission to send him texts, the plaintiff filed an amended complaint alleging the Company sent text messages exceeding the number plaintiff had agreed to receive each week. The parties filed cross-motions for summary judgment on what constitutes a “week” and the Court recently issued an order granting the plaintiff’s motion and denying our motion on what period constitutes a “week.” We continue to believe that the claims are without merit and intend to defend the lawsuit vigorously. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On August 2, 2017, two American Airlines employees, Thor Zurbriggen and Dena Catan, filed a putative class action lawsuit against our Twin Hill subsidiary in the United States District Court for the Northern District of Illinois (Case No. 1:17-cv-05648). The complaint attempts to allege claims for strict liability, negligence, and medical monitoring based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On September 28, 2017, the plaintiffs filed an amended complaint adding nine additional named plaintiffs, adding American Airlines, Inc. as a defendant, and adding claims for civil battery and intentional infliction of emotional distress. On November 17, 2017, the Company filed a motion to dismiss the plaintiffs’ claims and the motion remains pending before the Court. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On April 4, 2018, Juliette Onody and numerous other American Airlines employees filed a second class action lawsuit against our Twin Hill subsidiary and four related American Airlines entities in the United States District Court for the Northern District of Illinois (Case No. 1:18-cv-02303). The complaint contains the same substantive factual allegations against Twin Hill as the Zurbriggen case noted above and asserts identical claims for battery, intentional infliction of emotional distress, strict liability, negligence, and medical monitoring based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. Additionally, the same counsel represents the plaintiffs in both cases. On April 13, 2018, the Company filed an unopposed motion to stay this case in its entirety pending the motions to dismiss in the Zurbriggen case and the Court granted that motion on April 16, 2018. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On September 27, 2017, Heather Poole and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary in the Superior Court for the State of California for the County of Alameda (Case No. RG17876798). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On December 11, 2017, the Company filed a demurrer to Plaintiff’s complaint. On or about February 20, 2018, the Court granted our demurrer and dismissed the plaintiffs’ Complaint ruling that the plaintiffs did not allege enough facts to state a claim against Twin Hill. Plaintiffs filed an amended complaint on April 10, 2018 and again on April 27, 2018, which added allegations regarding Plaintiffs’ alleged injuries and named Tailored Brands as a defendant. On May 10, 2018, Twin Hill removed the case to United States District Court for the Northern District of California (Case No. 3:18-cv-2758). Plaintiffs filed a motion to remand the case to state court and Twin Hill intends to file an opposition to the motion to remand. Twin Hill and Tailored Brands have until July 9, 2018 to respond to Plaintiffs’ amended complaint. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On October 30, 2017, Melodie Agnello, Denise Mumma, and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary in the Superior Court for the State of California for the County of Alameda (Case No. RG17880635). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On December 11, 2017, the Company filed a demurrer to plaintiff’s complaint. On or about February 20, 2018, the Court granted our demurrer and dismissed the plaintiffs’ Complaint ruling that the plaintiffs did not allege enough facts to state a claim against Twin Hill. Plaintiffs filed an amended complaint on April 27, 2018, which added allegations regarding Plaintiffs’ alleged injuries and named Tailored Brands as a defendant. On May 10, 2018, Twin Hill removed the case to United States District Court for the Northern District of California (Case No. 3:18-cv-2756). Plaintiffs filed a motion to remand the case to state court and Twin Hill intends to file an opposition to the motion to remand. Twin Hill and Tailored Brands have until July 9, 2018 to respond to Plaintiffs’ amended complaint. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On April 27, 2018, Alexandra Hughes, and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary and Tailored Brands in the Superior Court for the State of California for the County of Alameda (Case No. RG18902727). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On May 10, 2018, Twin Hill removed the case to United States District Court for the Northern District of California (Case No. 4:18-cv-2762). Plaintiffs filed a motion to remand the case to state court and Twin Hill intends to file an opposition to the motion to remand. Twin Hill and Tailored Brands have until July 9, 2018 to respond to Plaintiffs’ complaint. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On April 27, 2018, Rosemary Mackonochie, and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary and Tailored Brands in the Superior Court for the State of California for the County of Alameda (Case No. RG18902720). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On May 10, 2018, Twin Hill removed the case to United States District Court for the Northern District of California (Case No. 4:18-cv-2761). Plaintiffs filed a motion to remand the case to state court and Twin Hill intends to file an opposition to the motion to remand. Twin Hill and Tailored Brands have until July 9, 2018 to respond to Plaintiffs’ complaint. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. In addition, we are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management does not believe that any of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

Condensed Consolidating Informa

Condensed Consolidating Information	3 Months Ended
	May 05, 2018
Condensed Consolidating Information
Condensed Consolidating Information	18. Condensed Consolidating Information As discussed in Note 5, The Men's Wearhouse (the "Issuer") issued $600.0 million in aggregate principal amount of Senior Notes. The Senior Notes are guaranteed jointly and severally, on an unsecured basis by Tailored Brands, Inc. (the "Parent") and certain of our U.S. subsidiaries (the "Guarantors"). Our foreign subsidiaries (collectively, the "Non-Guarantors") are not guarantors of the Senior Notes. Each of the Guarantors is 100% owned and all guarantees are joint and several. In addition, the guarantees are full and unconditional except for certain automatic release provisions related to the Guarantors. These automatic release provisions are considered customary and include the sale or other disposition of all or substantially all of the assets or all of the capital stock of any subsidiary guarantor, the release or discharge of a guarantor's guarantee of the obligations under the Term Loan other than a release or discharge through payment thereon, the designation in accordance with the Indenture of a guarantor as an unrestricted subsidiary or the satisfaction of the requirements for defeasance or discharge of the Senior Notes as provided for in the Indenture. The tables in the following pages present the condensed consolidating financial information for the Parent, the Issuer, the Guarantors and the Non-Guarantors, together with eliminations, as of and for the periods indicated. The consolidating financial information may not necessarily be indicative of the financial positions, results of operations or cash flows had the Issuer, Guarantors and Non-Guarantors operated as independent entities. Tailored Brands, Inc. Condensed Consolidating Balance Sheet May 5, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 42,740 $ 2,830 $ 47,596 $ — $ 93,166 Accounts receivable, net — 32,045 305,987 82,311 (332,932) 87,411 Inventories — 175,630 482,648 185,393 — 843,671 Other current assets 2,784 15,505 47,364 4,284 — 69,937 Total current assets 2,784 265,920 838,829 319,584 (332,932) 1,094,185 Property and equipment, net — 196,932 206,794 34,218 — 437,944 Rental product, net — 102,286 10,127 16,331 — 128,744 Goodwill — 6,160 53,422 45,220 — 104,802 Intangible assets, net — — 154,960 12,360 — 167,320 Investments in subsidiaries 97,019 1,381,326 — — (1,478,345) — Other assets — 11,450 668 81,544 (80,835) 12,827 Total assets $ 99,803 $ 1,964,074 $ 1,264,800 $ 509,257 $ (1,892,112) $ 1,945,822 LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 116,382 $ 255,384 $ 82,563 $ 71,481 $ (332,932) $ 192,878 Accrued expenses and other current liabilities 14,868 172,654 125,516 39,116 — 352,154 Current portion of long-term debt — 9,000 — — — 9,000 Total current liabilities 131,250 437,038 208,079 110,597 (332,932) 554,032 Long-term debt, net — 1,277,508 — — — 1,277,508 Deferred taxes, net and other liabilities 5,774 152,509 46,910 27,145 (80,835) 151,503 Shareholders' (deficit) equity (37,221) 97,019 1,009,811 371,515 (1,478,345) (37,221) Total liabilities and shareholders' (deficit) equity $ 99,803 $ 1,964,074 $ 1,264,800 $ 509,257 $ (1,892,112) $ 1,945,822 Tailored Brands, Inc. Condensed Consolidating Balance Sheet April 29, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 2,162 $ 2,335 $ 62,083 $ — $ 66,580 Accounts receivable, net 7,358 28,480 437,481 149,697 (539,000) 84,016 Inventories — 212,146 438,670 333,405 — 984,221 Other current assets 136 229,333 33,392 10,933 (204,506) 69,288 Total current assets 7,494 472,121 911,878 556,118 (743,506) 1,204,105 Property and equipment, net — 224,274 208,719 34,668 — 467,661 Rental product, net — 127,188 3,087 17,220 — 147,495 Goodwill — 6,160 68,510 42,915 — 117,585 Intangible assets, net — 52 156,741 14,173 — 170,966 Investments in subsidiaries (89,379) 1,444,485 — — (1,355,106) — Other assets — 5,200 949 7,174 (6,900) 6,423 Total assets $ $ 2,279,480 $ 1,349,884 $ 672,268 $ $ 2,114,235 LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 21,606 $ 553,773 $ 82,517 $ 52,990 $ (539,000) $ 171,886 Accrued expenses and other current liabilities 10,088 146,168 120,022 227,415 (197,230) 306,463 Current portion of long-term debt — 13,379 — — — 13,379 Total current liabilities 31,694 713,320 202,539 280,405 (736,230) 491,728 Long-term debt, net — 1,574,486 — — — 1,574,486 Deferred taxes, net and other liabilities — 81,053 84,719 10,004 (14,176) 161,600 Shareholders' (deficit) equity (113,579) (89,379) 1,062,626 381,859 (1,355,106) (113,579) Total liabilities and shareholders' (deficit) equity $ $ 2,279,480 $ 1,349,884 $ 672,268 $ $ 2,114,235 Tailored Brands, Inc. Condensed Consolidating Balance Sheet February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Accounts receivable, net — 23,712 368,328 58,573 (370,830) 79,783 Inventories — 207,504 445,126 199,301 — 851,931 Other current assets 3,666 26,951 38,217 9,418 — 78,252 Total current assets 3,666 309,985 853,851 316,901 (370,830) 1,113,573 Property and equipment, net — 203,204 220,979 36,491 — 460,674 Rental product, net — 103,664 3,658 16,408 — 123,730 Goodwill — 6,160 67,010 47,122 — 120,292 Intangible assets, net — — 155,438 13,549 — 168,987 Investments in subsidiaries 128,458 1,424,647 — — (1,553,105) — Other assets — 11,183 805 81,846 (81,135) 12,699 Total assets $ 132,124 $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 110,326 $ 281,838 $ 57,756 $ 66,016 $ (370,830) $ 145,106 Accrued expenses and other current liabilities 14,061 87,597 155,813 34,187 — 291,658 Current portion of long-term debt — 7,000 — — — 7,000 Total current liabilities 124,387 376,435 213,569 100,203 (370,830) 443,764 Long-term debt, net — 1,389,808 — — — 1,389,808 Deferred taxes, net and other liabilities 5,545 164,142 46,641 28,998 (81,135) 164,191 Shareholders' equity 2,192 128,458 1,041,531 383,116 (1,553,105) 2,192 Total liabilities and shareholders' equity $ 132,124 $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Three Months Ended May 5, 2018 Net sales $ — $ 446,247 $ 381,421 $ 127,667 $ (137,371) $ 817,964 Cost of sales — 224,973 290,943 94,195 (137,371) 472,740 Gross margin — 221,274 90,478 33,472 — 345,224 Operating expenses 882 137,273 138,395 28,443 (12,666) 292,327 Operating (loss) income (882) 84,001 (47,917) 5,029 12,666 52,897 Other income and expenses, net — — 12,666 — (12,666) — Interest expense, net (764) (23,666) 2,014 520 — (21,896) Loss on extinguishment of debt, net — (12,711) — — — (12,711) (Loss) earnings before income taxes (1,646) 47,624 (33,237) 5,549 — 18,290 (Benefit) provision for income taxes (658) 11,073 (8,011) 1,977 — 4,381 (Loss) earnings before equity in net income of subsidiaries (988) 36,551 (25,226) 3,572 — 13,909 Equity in earnings (loss) of subsidiaries 14,897 (21,654) — — 6,757 — Net earnings (loss) $ 13,909 $ 14,897 $ (25,226) $ 3,572 $ 6,757 $ 13,909 Comprehensive income (loss) $ 2,566 $ 16,091 $ (25,226) $ (8,965) $ 18,100 $ 2,566 Three Months Ended April 29, 2017 Net sales $ — $ 418,925 $ 372,264 $ 135,258 $ (143,541) $ 782,906 Cost of sales — 212,499 278,631 102,877 (143,541) 450,466 Gross margin — 206,426 93,633 32,381 — 332,440 Operating expenses 903 155,783 133,532 25,952 (14,732) 301,438 Operating (loss) income (903) 50,643 (39,899) 6,429 14,732 31,002 Other income and expenses, net — — 14,732 — (14,732) — Interest expense, net 110 (25,892) 1,558 (1,330) — (25,554) Gain on extinguishment of debt, net — 715 — — — 715 (Loss) earnings before income taxes (793) 25,466 (23,609) 5,099 — 6,163 Provision (benefit) for income taxes 1,945 8,469 (7,752) 1,662 — 4,324 (Loss) earnings before equity in net income of subsidiaries (2,738) 16,997 (15,857) 3,437 — 1,839 Equity in earnings (loss) of subsidiaries 4,577 (12,420) — — 7,843 — Net earnings (loss) $ 1,839 $ 4,577 $ (15,857) $ 3,437 $ 7,843 $ 1,839 Comprehensive (loss) income $ (286) $ 2,920 $ (15,857) $ 2,969 $ 9,968 $ (286) Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended May 5, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 10,994 $ 196,189 $ (10,744) $ (66,593) (9,618) $ 120,228 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (3,238) (6,338) (1,404) — (10,980) Proceeds from divestiture of business — — 17,732 — — 17,732 Intercompany activities — (68,425) — — 68,425 — Net cash (used in) provided by investing activities — (71,663) 11,394 (1,404) 68,425 6,752 CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (993,420) — — — (993,420) Proceeds from new term loan — 895,500 — — — 895,500 Payments on new term loan — (2,250) — — — (2,250) Proceeds from asset-based revolving credit facility — 1,500 — — — 1,500 Payments on asset-based revolving credit facility — (1,500) — — — (1,500) Repurchase and retirement of senior notes — (18,240) — — — (18,240) Deferred financing costs — (5,576) — — — (5,576) Intercompany activities — (9,618) — 68,425 (58,807) — Cash dividends paid (9,618) — — — — (9,618) Proceeds from issuance of common stock 3,649 — — — — 3,649 Tax payments related to vested deferred stock units (5,025) — — — — (5,025) Net cash (used in) provided by financing activities (10,994) (133,604) — 68,425 (58,807) (134,980) Effect of exchange rate changes — — — (2,441) — (2,441) (Decrease) increase in cash and cash equivalents — (9,078) 650 (2,013) — (10,441) Cash and cash equivalents at beginning of period — 51,818 2,180 49,609 — 103,607 Cash and cash equivalents at end of period $ — $ 42,740 $ 2,830 $ 47,596 $ — $ 93,166 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended April 29, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 10,296 $ 174,399 $ 10,424 $ (152,637) $ (9,131) $ 33,351 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (6,333) (9,982) (1,471) — (17,786) Acquisition of business, net of cash — — — (457) — (457) Intercompany activities — (149,424) — — 149,424 — Proceeds from sale of property and equipment — — 12 — — 12 Net cash used in investing activities — (155,757) (9,970) (1,928) 149,424 (18,231) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (1,750) — — — (1,750) Proceeds from asset-based revolving credit facility — 137,650 — — — 137,650 Payments on asset-based revolving credit facility — (137,650) — — — (137,650) Repurchase and retirement of senior notes — (6,601) — — — (6,601) Intercompany activities — (9,131) — 149,424 (140,293) — Cash dividends paid (9,131) — — — — (9,131) Proceeds from issuance of common stock 467 — — — — 467 Tax payments related to vested deferred stock units (1,632) — — — — (1,632) Net cash (used in) provided by financing activities (10,296) (17,482) — 149,424 (140,293) (18,647) Effect of exchange rate changes — — — (782) — (782) Increase (decrease) in cash and cash equivalents — 1,160 454 (5,923) — (4,309) Cash and cash equivalents at beginning of period — 1,002 1,881 68,006 — 70,889 Cash and cash equivalents at end of period $ — $ 2,162 $ 2,335 $ 62,083 $ — $ 66,580

Significant Accounting Polici24

Significant Accounting Policies (Policies)	3 Months Ended
	May 05, 2018
Significant Accounting Policies
Basis of Presentation	Basis of Presentation — The condensed consolidated financial statements herein include the accounts of Tailored Brands, Inc. and its subsidiaries (the "Company") and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. Our business results historically have fluctuated throughout the year and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended February 3, 2018. Unless the context otherwise requires, "Company", "we", "us" and "our" refer to Tailored Brands, Inc. and its subsidiaries. The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates.
Recent Accounting Pronouncements	Recent Accounting Pronouncements — We have considered all new accounting pronouncements and have concluded there are no new pronouncements that may have a material impact on our financial position, results of operations, or cash flows, based on current information, except for those listed below. In August 2017, the Financial Accounting Standards Board ("FASB") i ssued Accounting Standards Update ("ASU") ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. ASU 2017-12 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance must be applied on a modified retrospective basis, while presentation and disclosure requirements set forth under ASU 2017-12 are required prospectively in all interim periods and fiscal years ending after the date of adoption . Early adoption of ASU 2017-12 is permitted. We are currently evaluating the impact ASU 2017-12 will have on our financial position, results of operations and cash flows . In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach, with optional practical expedients. We are currently evaluating the impact ASU 2016-02 will have on our financial position, results of operations and cash flows but expect that it will result in a significant increase in our long-term assets and liabilities given we have a considerable number of operating leases. We are in the process of implementing changes to our business processes, systems and controls to support the adoption of ASU 2016-02 in fiscal 2019.

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	May 05, 2018
Earnings Per Share
Computation of basic and diluted earnings (loss) per common share allocated to common shareholders	The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share amounts): For the Three Months Ended May 5, April 29, 2018 2017 Numerator Net earnings $ 13,909 $ 1,839 Denominator Basic weighted-average common shares outstanding 49,458 48,808 Dilutive effect of share-based awards 1,262 343 Diluted weighted-average common shares outstanding 50,720 49,151 Net earnings per common share: Basic $ 0.28 $ 0.04 Diluted $ 0.27 $ 0.04

Debt (Tables)

Debt (Tables)	3 Months Ended
	May 05, 2018
Debt
Schedule of long-term debt	The following table provides details on our long-term debt as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Term Loan (net of unamortized OID of $4.5 million at May 5, 2018, $3.9 million at April 29, 2017, and $3.0 million at February 3, 2018) $ 893,299 $ 1,041,147 $ 990,465 Senior Notes 403,607 567,570 421,209 Less: Deferred financing costs related to the Term Loan and Senior Notes (10,398) (20,852) (14,866) Total long-term debt, net 1,286,508 1,587,865 1,396,808 Current portion of long-term debt (9,000) (13,379) (7,000) Total long-term debt, net of current portion $ 1,277,508 $ 1,574,486 $ 1,389,808

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	May 05, 2018
Revenue Recognition
Schedule of cumulative effect of changes in adoption of ASU 606	The cumulative effect of the changes made to our February 3, 2018 balance sheet for the adoption of ASU 606 (in thousands): Reported Adjusted Balance at Impact of Balance at February 3, Adoption of February 3, 2018 ASU 606 2018 Assets: Accounts receivable, net $ 79,783 $ (303) $ 79,480 Inventories 851,931 (17,837) 834,094 Other current assets 78,252 2,753 81,005 Liabilities: Accrued expenses and other current liabilities 285,537 32,378 317,915 Deferred taxes, net and other liabilities 164,191 (11,941) 152,250 Equity: Accumulated deficit (479,166) (35,824) (514,990) In accordance with ASC 606, the following tables reflect the impact on our fiscal 2018 condensed consolidated income statement and balance sheet as if we had continued to apply accounting standards in effect last year (“Legacy GAAP”) (amounts in thousands): Statement of Earnings For the Three Months Ended May 5, 2018 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Net sales: Retail sales $ 754,843 $ 758,088 $ 3,245 Corporate apparel clothing product 63,121 $ 66,502 $ 3,381 Costs and expenses: Total retail cost of sales 426,074 426,326 252 Total corporate apparel clothing product cost of sales 46,666 49,475 2,809 Selling, general and administrative expenses 251,094 250,757 (337) Provision for income taxes 4,381 5,316 935 Net earnings $ 13,909 $ 16,876 $ 2,967 Diluted earnings per common share $ $ 0.33 $ 0.06 Balance Sheet May 5, 2018 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Assets: Accounts receivable, net $ 87,411 $ 92,232 $ 4,821 Inventories 843,671 857,857 14,186 Other current assets 69,937 66,639 (3,298) Liabilities: Accrued expenses and other current liabilities 350,414 294,129 (56,285) Deferred taxes, net and other liabilities 151,503 139,536 (11,967) Equity: Accumulated deficit (510,441) (471,649) 38,792
Schedule of disaggregation of revenue	Revenues The following table depicts the disaggregation of revenue by major source (in thousands): For the Three Months Ended May 5, 2018 April 29, 2017 Net sales: Men's tailored clothing product $ 355,737 $ 332,630 Men's non-tailored clothing product 235,606 228,699 Women's clothing product 19,582 19,827 Other (1) 2,719 2,429 Total retail clothing product 613,644 583,585 Rental services 100,227 94,820 Alteration services 38,421 38,386 Retail dry cleaning services (2) 2,551 8,514 Total alteration and other services 40,972 46,900 Total retail sales 754,843 725,305 Corporate apparel clothing product 63,121 57,601 Total net sales $ $ (1) Other consists of franchise and licensing revenues and gift card breakage. Franchise revenues are generally recognized at a point in time while licensing revenues consist primarily of minimum guaranteed royalty amounts recognized over an elapsed time period. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information.
Schedule of opening and closing balance of contract liabilities	The following table summarizes the opening and closing balances of our contract liabilities (in thousands): Balance at Increase Balance at February 3, 2018 (Decrease) May 5, 2018 As Adjusted Contract liabilities $ 141,552 $ 46,791 $ 188,343

Supplemental Cash Flows (Tables

Supplemental Cash Flows (Tables)	3 Months Ended
	May 05, 2018
Supplemental Cash Flows
Schedule of supplemental disclosure of cash flow information	Supplemental disclosure of cash flow information is as follows (in thousands): For the Three Months Ended May 5, April 29, 2018 2017 Cash paid for interest $ 13,380 $ 16,389 Cash paid for income taxes, net $ 2,128 $ 1,483

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	May 05, 2018
Inventories
Schedule of inventories	The following table provides details on our inventories as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Finished goods $ 749,746 $ 915,065 $ 739,668 Raw materials and merchandise components 93,925 69,156 112,263 Total inventories $ 843,671 $ 984,221 $ 851,931

Other Current Assets, Accrued30

Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities (Tables)	3 Months Ended
	May 05, 2018
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities
Other current assets	The following table provides details on our other current assets as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Prepaid expenses $ 44,438 $ 44,584 $ 47,545 Tax receivable 12,814 14,055 20,368 Other 12,685 10,649 10,339 Total other current assets $ 69,937 $ 69,288 $ 78,252
Accrued expenses and other current liabilities	The following table provides details on our accrued expenses and other current liabilities as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Customer deposits, prepayments and refunds payable $ 87,849 $ 72,411 $ 59,633 Loyalty program liabilities 65,597 8,720 9,106 Accrued salary, bonus, sabbatical, vacation and other benefits 56,066 58,373 84,767 Sales, value added, payroll, property and other taxes payable 37,605 36,878 29,409 Unredeemed gift cards 29,921 37,434 39,609 Accrued workers compensation and medical costs 24,639 27,194 25,244 Accrued dividends 10,870 9,957 11,128 Accrued interest 10,608 22,871 3,281 Accrued royalties 4,009 1,806 5,032 Lease termination and other store closure costs 297 4,106 427 Other 22,953 23,852 17,901 Total accrued expenses and other current liabilities $ 350,414 $ 303,602 $ 285,537
Deferred taxes, net and other liabilities	The following table provides details on our deferred taxes, net and other liabilities as of May 5, 2018, April 29, 2017 and February 3, 2018 (in thousands): May 5, April 29, February 3, 2018 2017 2018 Deferred and other income tax liabilities, net $ 83,357 $ 90,772 $ 95,314 Deferred rent and landlord incentives 58,957 60,542 60,136 Unfavorable lease liabilities 2,631 4,224 2,910 Other 6,558 6,062 5,831 Total deferred taxes, net and other liabilities $ 151,503 $ 161,600 $ 164,191

Accumulated Other Comprehensi31

Accumulated Other Comprehensive (Loss) Income (Tables)	3 Months Ended
	May 05, 2018
Accumulated Other Comprehensive (Loss) Income.
Summary of components of accumulated other comprehensive (loss) income	The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended May 5, 2018 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 3, 2018 $ (11,116) $ 145 $ 189 $ (10,782) Other (loss) comprehensive income before reclassifications (14,143) 2,087 — (12,056) Amounts reclassified from accumulated other comprehensive (loss) income — 713 — 713 Net current-period other comprehensive (loss) income (14,143) 2,800 — (11,343) BALANCE— May 5, 2018 $ (25,259) $ 2,945 $ 189 $ (22,125) The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended April 29, 2017 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— January 28, 2017 $ (40,205) $ (82) $ 204 $ (40,083) Other comprehensive income (loss) before reclassifications 1,341 (3,926) — (2,585) Amounts reclassified from accumulated other comprehensive loss — 460 — 460 Net current-period other comprehensive income (loss) 1,341 (3,466) — (2,125) BALANCE— April 29, 2017 $ (38,864) $ (3,548) $ 204 $ (42,208)

Share-Based Compensation Plans

Share-Based Compensation Plans (Tables)	3 Months Ended
	May 05, 2018
Summary of time-based and performance-based awards activity	Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at February 3, 2018 1,014,689 993,631 $ 18.13 $ 19.55 Granted 433,556 241,754 Vested (1) (298,352) (131,074) Forfeited (21,962) (10,000) Non-Vested at May 5, 2018 1,127,931 1,094,311 $ $ (1) Includes 181,639 shares relinquished for tax payments related to vested DSUs for the three months ended May 5, 2018.
Summary of stock option activity	Weighted- Number of Average Shares Exercise Price Outstanding at February 3, 2018 1,527,176 $ 21.97 Granted 206,734 Exercised (143,506) 22.68 Forfeited (22,651) Expired (8,087) Outstanding at May 5, 2018 1,559,666 $ Exercisable at May 5, 2018 637,602 $
Weighted-average assumptions used to calculate fair value of stock options	For the Three Months Ended May 5, 2018 Risk-free interest rate Expected lives 5.0 years Dividend yield Expected volatility
Cash Settled Awards
Summary of share-based compensation of cash settled awards	The following table summarizes the activity of cash settled awards for the three months ended May 5, 2018 (in thousands): Cash Settled Awards Non-Vested at February 3, 2018 $ 8,353 Granted — Vested — Forfeited (252) Non-Vested at May 5, 2018 $ 8,101

Goodwill and Other Intangible33

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	May 05, 2018
Goodwill and Other Intangible Assets
Changes in the net carrying amount of goodwill	Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the three months ended May 5, 2018 are as follows (in thousands): Corporate Retail Apparel Total Balance at February 3, 2018 $ 94,305 25,987 $ 120,292 Goodwill of divested business (see Note 2) (13,588) — (13,588) Translation adjustment (839) (1,063) (1,902) Balance at May 5, 2018 $ 79,878 $ 24,924 $ 104,802
Gross carrying amount and accumulated amortization of identifiable intangible assets	The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): May 5, April 29, February 3, 2018 2017 2018 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 16,155 $ 16,040 $ 16,273 Favorable leases 12,967 13,679 13,229 Customer relationships 27,477 26,268 28,713 Total carrying amount 56,599 55,987 58,215 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,594) (10,183) (10,558) Favorable leases (5,178) (4,297) (5,010) Customer relationships (17,790) (14,776) (17,992) Total accumulated amortization (33,562) (29,256) (33,560) Total amortizable intangible assets, net 23,037 26,731 24,655 Indefinite-lived intangible assets: Trademarks and tradename 144,283 144,235 144,332 Total intangible assets, net $ 167,320 $ 170,966 $ 168,987

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	May 05, 2018
Fair Value Measurements
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total May 5, 2018— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ February 3, 2018— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ April 29, 2017— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $
Schedule of fair value and carrying value of long-term debt, including current portion	The table below shows the fair value and carrying value of our long-term debt, including current portion (in thousands): May 5, 2018 April 29, 2017 February 3, 2018 Carrying Estimated Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Amount (1) Fair Value Long-term debt, including current portion $ 1,286,508 $ 1,321,637 $ 1,587,865 $ 1,482,750 $ 1,396,808 $ 1,407,449 (1) The carrying value of the long-term debt, including current portion is net of deferred financing costs of $10.4 million, $20.9 million and $14.9 million as of May 5, 2018, April 29, 2017 and February 3, 2018, respectively.

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	May 05, 2018
Segment Reporting
Net sales by brand and reportable segment	Additional net sales information is as follows (in thousands): For the Three Months Ended May 5, 2018 April 29, 2017 Net sales: MW (1) $ 447,809 $ 420,067 Jos. A. Bank 169,076 167,228 K&G 89,280 88,683 Moores 46,127 40,813 MW Cleaners (2) 2,551 8,514 Total retail segment 754,843 725,305 Total corporate apparel segment 63,121 57,601 Total net sales $ 817,964 $ (1) MW includes Men's Wearhouse, Men's Wearhouse and Tux, tuxedo shops within Macy's and Joseph Abboud. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information.
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings before income taxes	Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes is as follows (in thousands): For the Three Months Ended May 5, 2018 April 29, 2017 Operating income: Retail $ 98,721 $ 73,425 Corporate apparel 1,583 1,975 Shared service expense (47,407) (44,398) Operating income 52,897 31,002 Interest income 85 67 Interest expense (21,981) (25,621) (Loss) gain on extinguishment of debt, net (12,711) 715 Earnings before income taxes $ 18,290 $

Condensed Consolidating Infor36

Condensed Consolidating Information (Tables)	3 Months Ended
	May 05, 2018
Condensed Consolidating Information
Condensed Consolidating Balance Sheet	Tailored Brands, Inc. Condensed Consolidating Balance Sheet May 5, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 42,740 $ 2,830 $ 47,596 $ — $ 93,166 Accounts receivable, net — 32,045 305,987 82,311 (332,932) 87,411 Inventories — 175,630 482,648 185,393 — 843,671 Other current assets 2,784 15,505 47,364 4,284 — 69,937 Total current assets 2,784 265,920 838,829 319,584 (332,932) 1,094,185 Property and equipment, net — 196,932 206,794 34,218 — 437,944 Rental product, net — 102,286 10,127 16,331 — 128,744 Goodwill — 6,160 53,422 45,220 — 104,802 Intangible assets, net — — 154,960 12,360 — 167,320 Investments in subsidiaries 97,019 1,381,326 — — (1,478,345) — Other assets — 11,450 668 81,544 (80,835) 12,827 Total assets $ 99,803 $ 1,964,074 $ 1,264,800 $ 509,257 $ (1,892,112) $ 1,945,822 LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 116,382 $ 255,384 $ 82,563 $ 71,481 $ (332,932) $ 192,878 Accrued expenses and other current liabilities 14,868 172,654 125,516 39,116 — 352,154 Current portion of long-term debt — 9,000 — — — 9,000 Total current liabilities 131,250 437,038 208,079 110,597 (332,932) 554,032 Long-term debt, net — 1,277,508 — — — 1,277,508 Deferred taxes, net and other liabilities 5,774 152,509 46,910 27,145 (80,835) 151,503 Shareholders' (deficit) equity (37,221) 97,019 1,009,811 371,515 (1,478,345) (37,221) Total liabilities and shareholders' (deficit) equity $ 99,803 $ 1,964,074 $ 1,264,800 $ 509,257 $ (1,892,112) $ 1,945,822 Tailored Brands, Inc. Condensed Consolidating Balance Sheet April 29, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 2,162 $ 2,335 $ 62,083 $ — $ 66,580 Accounts receivable, net 7,358 28,480 437,481 149,697 (539,000) 84,016 Inventories — 212,146 438,670 333,405 — 984,221 Other current assets 136 229,333 33,392 10,933 (204,506) 69,288 Total current assets 7,494 472,121 911,878 556,118 (743,506) 1,204,105 Property and equipment, net — 224,274 208,719 34,668 — 467,661 Rental product, net — 127,188 3,087 17,220 — 147,495 Goodwill — 6,160 68,510 42,915 — 117,585 Intangible assets, net — 52 156,741 14,173 — 170,966 Investments in subsidiaries (89,379) 1,444,485 — — (1,355,106) — Other assets — 5,200 949 7,174 (6,900) 6,423 Total assets $ $ 2,279,480 $ 1,349,884 $ 672,268 $ $ 2,114,235 LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 21,606 $ 553,773 $ 82,517 $ 52,990 $ (539,000) $ 171,886 Accrued expenses and other current liabilities 10,088 146,168 120,022 227,415 (197,230) 306,463 Current portion of long-term debt — 13,379 — — — 13,379 Total current liabilities 31,694 713,320 202,539 280,405 (736,230) 491,728 Long-term debt, net — 1,574,486 — — — 1,574,486 Deferred taxes, net and other liabilities — 81,053 84,719 10,004 (14,176) 161,600 Shareholders' (deficit) equity (113,579) (89,379) 1,062,626 381,859 (1,355,106) (113,579) Total liabilities and shareholders' (deficit) equity $ $ 2,279,480 $ 1,349,884 $ 672,268 $ $ 2,114,235 Tailored Brands, Inc. Condensed Consolidating Balance Sheet February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Accounts receivable, net — 23,712 368,328 58,573 (370,830) 79,783 Inventories — 207,504 445,126 199,301 — 851,931 Other current assets 3,666 26,951 38,217 9,418 — 78,252 Total current assets 3,666 309,985 853,851 316,901 (370,830) 1,113,573 Property and equipment, net — 203,204 220,979 36,491 — 460,674 Rental product, net — 103,664 3,658 16,408 — 123,730 Goodwill — 6,160 67,010 47,122 — 120,292 Intangible assets, net — — 155,438 13,549 — 168,987 Investments in subsidiaries 128,458 1,424,647 — — (1,553,105) — Other assets — 11,183 805 81,846 (81,135) 12,699 Total assets $ 132,124 $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 110,326 $ 281,838 $ 57,756 $ 66,016 $ (370,830) $ 145,106 Accrued expenses and other current liabilities 14,061 87,597 155,813 34,187 — 291,658 Current portion of long-term debt — 7,000 — — — 7,000 Total current liabilities 124,387 376,435 213,569 100,203 (370,830) 443,764 Long-term debt, net — 1,389,808 — — — 1,389,808 Deferred taxes, net and other liabilities 5,545 164,142 46,641 28,998 (81,135) 164,191 Shareholders' equity 2,192 128,458 1,041,531 383,116 (1,553,105) 2,192 Total liabilities and shareholders' equity $ 132,124 $ $ $ $ $
Condensed Consolidating Statement of Earnings (Loss)	Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Three Months Ended May 5, 2018 Net sales $ — $ 446,247 $ 381,421 $ 127,667 $ (137,371) $ 817,964 Cost of sales — 224,973 290,943 94,195 (137,371) 472,740 Gross margin — 221,274 90,478 33,472 — 345,224 Operating expenses 882 137,273 138,395 28,443 (12,666) 292,327 Operating (loss) income (882) 84,001 (47,917) 5,029 12,666 52,897 Other income and expenses, net — — 12,666 — (12,666) — Interest expense, net (764) (23,666) 2,014 520 — (21,896) Loss on extinguishment of debt, net — (12,711) — — — (12,711) (Loss) earnings before income taxes (1,646) 47,624 (33,237) 5,549 — 18,290 (Benefit) provision for income taxes (658) 11,073 (8,011) 1,977 — 4,381 (Loss) earnings before equity in net income of subsidiaries (988) 36,551 (25,226) 3,572 — 13,909 Equity in earnings (loss) of subsidiaries 14,897 (21,654) — — 6,757 — Net earnings (loss) $ 13,909 $ 14,897 $ (25,226) $ 3,572 $ 6,757 $ 13,909 Comprehensive income (loss) $ 2,566 $ 16,091 $ (25,226) $ (8,965) $ 18,100 $ 2,566 Three Months Ended April 29, 2017 Net sales $ — $ 418,925 $ 372,264 $ 135,258 $ (143,541) $ 782,906 Cost of sales — 212,499 278,631 102,877 (143,541) 450,466 Gross margin — 206,426 93,633 32,381 — 332,440 Operating expenses 903 155,783 133,532 25,952 (14,732) 301,438 Operating (loss) income (903) 50,643 (39,899) 6,429 14,732 31,002 Other income and expenses, net — — 14,732 — (14,732) — Interest expense, net 110 (25,892) 1,558 (1,330) — (25,554) Gain on extinguishment of debt, net — 715 — — — 715 (Loss) earnings before income taxes (793) 25,466 (23,609) 5,099 — 6,163 Provision (benefit) for income taxes 1,945 8,469 (7,752) 1,662 — 4,324 (Loss) earnings before equity in net income of subsidiaries (2,738) 16,997 (15,857) 3,437 — 1,839 Equity in earnings (loss) of subsidiaries 4,577 (12,420) — — 7,843 — Net earnings (loss) $ 1,839 $ 4,577 $ (15,857) $ 3,437 $ 7,843 $ 1,839 Comprehensive (loss) income $ (286) $ 2,920 $ (15,857) $ 2,969 $ 9,968 $ (286)
Condensed Consolidating Statement of Cash Flows	Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended May 5, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 10,994 $ 196,189 $ (10,744) $ (66,593) (9,618) $ 120,228 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (3,238) (6,338) (1,404) — (10,980) Proceeds from divestiture of business — — 17,732 — — 17,732 Intercompany activities — (68,425) — — 68,425 — Net cash (used in) provided by investing activities — (71,663) 11,394 (1,404) 68,425 6,752 CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (993,420) — — — (993,420) Proceeds from new term loan — 895,500 — — — 895,500 Payments on new term loan — (2,250) — — — (2,250) Proceeds from asset-based revolving credit facility — 1,500 — — — 1,500 Payments on asset-based revolving credit facility — (1,500) — — — (1,500) Repurchase and retirement of senior notes — (18,240) — — — (18,240) Deferred financing costs — (5,576) — — — (5,576) Intercompany activities — (9,618) — 68,425 (58,807) — Cash dividends paid (9,618) — — — — (9,618) Proceeds from issuance of common stock 3,649 — — — — 3,649 Tax payments related to vested deferred stock units (5,025) — — — — (5,025) Net cash (used in) provided by financing activities (10,994) (133,604) — 68,425 (58,807) (134,980) Effect of exchange rate changes — — — (2,441) — (2,441) (Decrease) increase in cash and cash equivalents — (9,078) 650 (2,013) — (10,441) Cash and cash equivalents at beginning of period — 51,818 2,180 49,609 — 103,607 Cash and cash equivalents at end of period $ — $ 42,740 $ 2,830 $ 47,596 $ — $ 93,166 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended April 29, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 10,296 $ 174,399 $ 10,424 $ (152,637) $ (9,131) $ 33,351 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (6,333) (9,982) (1,471) — (17,786) Acquisition of business, net of cash — — — (457) — (457) Intercompany activities — (149,424) — — 149,424 — Proceeds from sale of property and equipment — — 12 — — 12 Net cash used in investing activities — (155,757) (9,970) (1,928) 149,424 (18,231) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (1,750) — — — (1,750) Proceeds from asset-based revolving credit facility — 137,650 — — — 137,650 Payments on asset-based revolving credit facility — (137,650) — — — (137,650) Repurchase and retirement of senior notes — (6,601) — — — (6,601) Intercompany activities — (9,131) — 149,424 (140,293) — Cash dividends paid (9,131) — — — — (9,131) Proceeds from issuance of common stock 467 — — — — 467 Tax payments related to vested deferred stock units (1,632) — — — — (1,632) Net cash (used in) provided by financing activities (10,296) (17,482) — 149,424 (140,293) (18,647) Effect of exchange rate changes — — — (782) — (782) Increase (decrease) in cash and cash equivalents — 1,160 454 (5,923) — (4,309) Cash and cash equivalents at beginning of period — 1,002 1,881 68,006 — 70,889 Cash and cash equivalents at end of period $ — $ 2,162 $ 2,335 $ 62,083 $ — $ 66,580

Divestiture of MW Cleaners (Det

Divestiture of MW Cleaners (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Feb. 28, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of business	$ 17,732
Disposed of by sale | MW Cleaners business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration		$ 18,000
Disposed of by sale | MW Cleaners business | Selling, general and administrative expenses
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Losss on divestiture	$ (3,600)

Termination of Tuxedo Rental 38

Termination of Tuxedo Rental License Agreement with Macy's (Details) $ in Millions	3 Months Ended
	Apr. 29, 2017USD ($)
Retail Segment
Termination-related costs	$ 17.2
Termination Related Costs, Cash Charges	14.6
Contract termination	12.3
Rental product write-offs	1.4
Asset impairment charges	1.2
Other costs	2.3
Selling, general and administrative expenses
Termination-related costs	15.8
Cost of sales
Termination-related costs	$ 1.4

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Numerator
Net earnings	$ 13,909	$ 1,839
Denominator
Basic weighted-average common shares outstanding (in shares)	49,458	48,808
Dilutive effect of share-based awards (in shares)	1,262	343
Diluted weighted-average common shares outstanding (in shares)	50,720	49,151
Net earnings per common share allocated to common shareholders:
Basic (in dollars per share)	$ 0.28	$ 0.04
Diluted (in dollars per share)	$ 0.27	$ 0.04

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Share-based awards
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share
Anti-dilutive shares of common stock excluded from the calculation of diluted earnings (loss) per common share (in shares)	0.4	1.6

Debt - Summary, Narrative (Deta

Debt - Summary, Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018	Apr. 30, 2018	Oct. 28, 2017	Jun. 18, 2014
Debt
Maximum quarterly dividends on common stock per debt covenants	$ 15,000		$ 10,000
Repayment of obligations	993,420	$ 1,750
Senior Notes
Debt
Aggregate principal amount of debt issued	600,000					$ 600,000
Interest rate (as a percent)						7.00%
2014 Credit Facilities | Original Term Loan
Debt
Aggregate principal amount of debt issued				$ 400,000		$ 1,100,000
Unamortized OID	$ 4,500	$ 3,900	$ 3,000			11,000
2014 Credit Facilities | ABL Facility
Debt
Credit facility					$ 550,000	$ 500,000

Debt - Credit Facilities, Narra

Debt - Credit Facilities, Narrative(Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2018USD ($)	May 05, 2018USD ($)agreement	Apr. 29, 2017USD ($)	Oct. 28, 2017USD ($)	Feb. 03, 2018USD ($)	Jun. 18, 2014USD ($)
Debt
Number of interest rate swap agreements | agreement		2
Loss on extinguishment of debt		$ (12,711)	$ 715
Senior Notes
Debt
Aggregate principal amount of debt issued		600,000				$ 600,000
Loss on extinguishment of debt		(900)
2014 Credit Facilities | LIBOR
Debt
Floor rate (as a percent)	1.00%
2014 Credit Facilities | Original Term Loan
Debt
Aggregate principal amount of debt issued	$ 400,000					1,100,000
Fixed rate on refinanced amount (as a percent)	5.00%
Prepayment	$ 93,400
Unamortized OID		$ 4,500	$ 3,900		$ 3,000	11,000
2014 Credit Facilities | Original Term Loan | LIBOR
Debt
Aggregate principal amount of debt issued	$ 593,400
Margin added to Base rate (as a percent)	3.50%
Floor rate (as a percent)	1.00%
2014 Credit Facilities | New Term Loan
Debt
Aggregate principal amount of debt issued	$ 900,000
Margin added to Base rate (as a percent)		2.50%
Floor rate (as a percent)		2.00%
Uncommitted borrowings		$ 250,000
Secured leverage ratio		2.5
Total variable interest rate (as a percent)		5.43%
Amortized percentage		1.00%
Deferred financing costs		$ 5,600
Weighted average interest rate (as a percent)		5.45%
Loss on extinguishment of debt		$ (11,900)
Percentage of variable interest rate converted to a fixed rate		45.00%
Unamortized OID		$ 4,500
2014 Credit Facilities | New Term Loan | LIBOR
Debt
Margin added to Base rate (as a percent)		3.50%
Period for variable rate basis		1 month
Actual LIBOR rate (as a percent)		1.93%
2014 Credit Facilities | New Term Loan | Interest rate swap
Debt
Notional amount of interest rate swap		$ 400,000
Percentage of variable interest rate converted to a fixed rate		45.00%
2014 Credit Facilities | ABL Facility
Debt
Credit facility				$ 550,000		$ 500,000
Total credit facility with expansion feature				$ 650,000
Fees on unused commitments (as a percent)				0.25%
Amount drawn		$ 0
Letters of credit issued and outstanding		35,700
Borrowings available under credit facility		490,200
2014 Credit Facilities | ABL Facility | LIBOR
Debt
Margin added to Base rate (as a percent)				1.00%
Period for variable rate basis				1 month
2014 Credit Facilities | ABL Facility | Federal funds rate
Debt
Margin added to Base rate (as a percent)				0.50%
2014 Credit Facilities | ABL Facility | Minimum
Debt
Fees on amounts available to be drawn (as a percent)				1.25%
2014 Credit Facilities | ABL Facility | Maximum
Debt
Varying interest rate margin (as a percent)				1.75%
Fees on amounts available to be drawn (as a percent)				1.75%
Maximum borrowing outstanding under the ABL Facility during the period		$ 1,500

Debt - Long Term Debt, Narrativ

Debt - Long Term Debt, Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Debt
Loss on extinguishment of debt	$ (12,711)	$ 715
Senior Notes
Debt
Repurchased and retired	17,600
Loss on extinguishment of debt	(900)
Loss upon repurchase	(600)
Unamortized deferred financing costs	(300)
New Term Loan | 2014 Credit Facilities
Debt
Loss on extinguishment of debt	$ (11,900)

Debt - Components (Details)

Debt - Components (Details) - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017	Jun. 18, 2014
Debt
Total long-term debt, net	$ 1,286,508	$ 1,396,808	$ 1,587,865
Current portion of long-term debt	(9,000)	(7,000)	(13,379)
Total long-term debt, net of current portion	1,277,508	1,389,808	1,574,486
Senior Notes
Debt
Long-term debt	403,607	421,209	567,570
Term Loan and Senior Notes
Debt
Less: Deferred financing costs related to the Term Loan and Senior Notes	(10,398)	(14,866)	(20,852)
2014 Credit Facilities | Original Term Loan
Debt
Unamortized OID	4,500	3,000	3,900	$ 11,000
Long-term debt	893,299	$ 990,465	$ 1,041,147
2014 Credit Facilities | New Term Loan
Debt
Unamortized OID	4,500
Less: Deferred financing costs related to the Term Loan and Senior Notes	$ (5,600)

Revenue Recognition - Adoption

Revenue Recognition - Adoption of ASC 606 (Details) - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017
Assets
Accounts receivable, net	$ 87,411	$ 79,783	$ 84,016
Inventories	843,671	851,931	984,221
Other current assets	69,937	78,252	69,288
Liabilities
Accrued expenses and other current liabilities	350,414	285,537	303,602
Deferred taxes, net and other liabilities	151,503	164,191	161,600
Equity
Accumulated deficit	(510,441)	(479,166)	$ (546,230)
ASU 2014-09
Assets
Accounts receivable, net		79,480
Inventories		834,094
Other current assets		81,005
Liabilities
Accrued expenses and other current liabilities		317,915
Deferred taxes, net and other liabilities		152,250
Equity
Accumulated deficit		(514,990)
Impact of Adoption of ASU 606 | ASU 2014-09
Assets
Accounts receivable, net	4,821	(303)
Inventories	14,186	(17,837)
Other current assets	(3,298)	2,753
Liabilities
Accrued expenses and other current liabilities	(56,285)	32,378
Deferred taxes, net and other liabilities	(11,967)	(11,941)
Equity
Accumulated deficit	38,792	$ (35,824)
Amounts Under Legacy GAAP | ASU 2014-09
Assets
Accounts receivable, net	92,232
Inventories	857,857
Other current assets	66,639
Liabilities
Accrued expenses and other current liabilities	294,129
Deferred taxes, net and other liabilities	139,536
Equity
Accumulated deficit	$ (471,649)

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Disaggregation of Revenue [Line Items]
Total net sales	$ 817,964	$ 782,906
Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	754,843	725,305
Corporate Apparel Segment
Disaggregation of Revenue [Line Items]
Total net sales	63,121	57,601
Rental services | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	100,227	94,820
Retail clothing product | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	613,644	583,585
Men's tailored clothing product | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	355,737	332,630
Men's non-tailored clothing product | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	235,606	228,699
Women's clothing product | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	19,582	19,827
Other | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	2,719	2,429
Total alteration and other services | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	40,972	46,900
Alteration services | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	38,421	38,386
Retail dry cleaning services | Retail Segment
Disaggregation of Revenue [Line Items]
Total net sales	$ 2,551	$ 8,514

Revenue Recognition - Other Var

Revenue Recognition - Other Various Policies (Details)	3 Months Ended
	May 05, 2018USD ($)item
Loyalty Program
Points equivlency to dollars spent ratio	1
Loyalty point threshold | item	500
Amount of rewards certificates	$ 50
Period after which reward certificates earned must be redeemed	6 months
Sales Returns
Refund liability current	$ 7,800,000
Right to recover	$ 3,300,000

Revenue Recognition - Contract

Revenue Recognition - Contract Liabilities (Details) $ in Thousands	3 Months Ended
	May 05, 2018USD ($)
Revenue Recognition
Balance at February 3, 2018	$ 141,552
Increase (Decrease)	46,791
Balance at May 5, 2018	188,343
Revenue recognized included in contract liability balance	$ 41,700

Revenue Recognition - Practical

Revenue Recognition - Practical Expedients (Details)	3 Months Ended
	May 05, 2018
Revenue Recognition
Revenue, Practical Expedient, Remaining Performance Obligation [true/false]	true

Revenue Recognition - Impact on

Revenue Recognition - Impact on Fiscal 2018 Results (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018
Net sales:
Clothing product	$ 817,964	$ 782,906
Costs and Expenses
Cost of sales	472,740	450,466
Selling, general and administrative expenses	251,094	259,186
Provision for income taxes	4,381	4,324
Net earnings	$ 13,909	$ 1,839
Diluted earnings per common share	$ 0.27	$ 0.04
Assets
Accounts receivable, net	$ 87,411	$ 84,016	$ 79,783
Inventories	843,671	984,221	851,931
Other current assets	69,937	69,288	78,252
Liabilities
Accrued expenses and other current liabilities	350,414	303,602	285,537
Deferred taxes, net and other liabilities	151,503	161,600	164,191
Equity
Accumulated deficit	(510,441)	(546,230)	(479,166)
Retail Segment
Net sales:
Clothing product	754,843	725,305
Costs and Expenses
Cost of sales	426,074	408,608
Retail Segment | Retail clothing product
Net sales:
Clothing product	613,644	583,585
Costs and Expenses
Cost of sales	276,220	252,879
Corporate Apparel Segment
Net sales:
Clothing product	63,121	57,601
Costs and Expenses
Cost of sales	46,666	$ 41,858
ASU 2014-09
Assets
Accounts receivable, net			79,480
Inventories			834,094
Other current assets			81,005
Liabilities
Accrued expenses and other current liabilities			317,915
Deferred taxes, net and other liabilities			152,250
Equity
Accumulated deficit			(514,990)
ASU 2014-09 | Amounts Under Legacy GAAP
Costs and Expenses
Selling, general and administrative expenses	250,757
Provision for income taxes	5,316
Net earnings	$ 16,876
Diluted earnings per common share	$ 0.33
Assets
Accounts receivable, net	$ 92,232
Inventories	857,857
Other current assets	66,639
Liabilities
Accrued expenses and other current liabilities	294,129
Deferred taxes, net and other liabilities	139,536
Equity
Accumulated deficit	(471,649)
ASU 2014-09 | Impact of Adoption of ASU 606
Costs and Expenses
Selling, general and administrative expenses	(337)
Provision for income taxes	935
Net earnings	$ 2,967
Diluted earnings per common share	$ 0.06
Assets
Accounts receivable, net	$ 4,821		(303)
Inventories	14,186		(17,837)
Other current assets	(3,298)		2,753
Liabilities
Accrued expenses and other current liabilities	(56,285)		32,378
Deferred taxes, net and other liabilities	(11,967)		(11,941)
Equity
Accumulated deficit	38,792		$ (35,824)
ASU 2014-09 | Retail Segment | Amounts Under Legacy GAAP
Net sales:
Clothing product	758,088
Costs and Expenses
Cost of sales	426,326
ASU 2014-09 | Retail Segment | Impact of Adoption of ASU 606
Net sales:
Clothing product	3,245
Costs and Expenses
Cost of sales	252
ASU 2014-09 | Corporate Apparel Segment | Amounts Under Legacy GAAP
Net sales:
Clothing product	66,502
Costs and Expenses
Cost of sales	49,475
ASU 2014-09 | Corporate Apparel Segment | Impact of Adoption of ASU 606
Net sales:
Clothing product	3,381
Costs and Expenses
Cost of sales	$ 2,809

Supplemental Cash Flows (Detail

Supplemental Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Supplemental Cash Flows
Cash paid for interest	$ 13,380	$ 16,389
Cash paid for income taxes, net	2,128	1,483
Unpaid capital expenditure purchases
Unpaid capital expenditure purchases	$ 4,700	$ 7,100

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017
Inventories
Finished goods	$ 749,746	$ 739,668	$ 915,065
Raw materials and merchandise components	93,925	112,263	69,156
Total inventories	$ 843,671	$ 851,931	$ 984,221

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	11 Months Ended	12 Months Ended
	May 05, 2018	Apr. 29, 2017	May 05, 2018	Dec. 31, 2017	Jan. 28, 2017
Income Taxes
Federal statutory rate (as a percent)			21.00%	35.00%
Provisional discrete net tax benefit					$ (0.3)
Effective income tax rate (as a percent)	24.00%	70.20%
Accounting Standards Update 2016-09 | Measurement period adjustments
Income Taxes
Tax deficiencies related vesting of stock-based awards		$ 2.2

Other Current Assets, Accrued54

Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities (Details) - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017
Other current assets
Prepaid expenses	$ 44,438	$ 47,545	$ 44,584
Tax receivable	12,814	20,368	14,055
Other	12,685	10,339	10,649
Total other current assets	69,937	78,252	69,288
Accrued expenses and other current liabilities
Customer deposits, prepayments and refunds payable	87,849	59,633	72,411
Loyalty program liabilities	65,597	9,106	8,720
Accrued salary, bonus, sabbatical, vacation and other benefits	56,066	84,767	58,373
Sales, value added, payroll, property and other taxes payable	37,605	29,409	36,878
Unredeemed gift cards	29,921	39,609	37,434
Accrued workers compensation and medical costs	24,639	25,244	27,194
Accrued dividends	10,870	11,128	9,957
Accrued interest	10,608	3,281	22,871
Accrued royalties	4,009	5,032	1,806
Lease termination and other store closure costs	297	427	4,106
Other	22,953	17,901	23,852
Total accrued expenses and other current liabilities	350,414	285,537	303,602
Deferred taxes and other liabilities
Deferred and other income tax liabilities, net	83,357	95,314	90,772
Deferred rent and landlord incentives	58,957	60,136	60,542
Unfavorable lease liabilities	2,631	2,910	4,224
Other	6,558	5,831	6,062
Total deferred taxes, net and other liabilities	$ 151,503	$ 164,191	$ 161,600

Accumulated Other Comprehensi55

Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	$ 2,192
Balance at the end of the period	(37,221)	$ (113,579)
Accumulated Other Comprehensive (Loss) Income
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	(10,782)	(40,083)
Other (loss) comprehensive income before reclassifications	(12,056)	(2,585)
Amounts reclassified from accumulated other comprehensive (loss) income	713	460
Net current-period other comprehensive (loss) income	(11,343)	(2,125)
Balance at the end of the period	(22,125)	(42,208)
Foreign Currency Translation
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	(11,116)	(40,205)
Other (loss) comprehensive income before reclassifications	(14,143)	1,341
Net current-period other comprehensive (loss) income	(14,143)	1,341
Balance at the end of the period	(25,259)	(38,864)
Cash Flow Hedges
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	145	(82)
Other (loss) comprehensive income before reclassifications	2,087	(3,926)
Amounts reclassified from accumulated other comprehensive (loss) income	713	460
Net current-period other comprehensive (loss) income	2,800	(3,466)
Balance at the end of the period	2,945	(3,548)
Pension Plan
Change in accumulated other comprehensive (loss) income components
Balance at the beginning of the period	189	204
Balance at the end of the period	$ 189	$ 204

Share-Based Compensation Plan56

Share-Based Compensation Plans - Deferred Stock Units, Performance Units and Restricted Stock (Details) $ / shares in Units, $ in Millions	3 Months Ended
	May 05, 2018USD ($)$ / sharesshares
Deferred stock units
Additional information
Shares relinquished for tax withholding	181,639
Unrecognized compensation cost
Unrecognized compensation cost, non-vested awards | $	$ 32.2
Compensation recognition period, non-vested awards	1 year 10 months 24 days
Time-Based DSUs
Awards
Non-Vested at the beginning of the period (in shares)	1,014,689
Granted (in shares)	433,556
Vested (in shares)	(298,352)
Forfeited (in shares)	(21,962)
Non-Vested at the end of the period (in shares)	1,127,931
Weighted-Average Grant-Date Fair Value
Non-Vested at the beginning of the period (in dollars per share) | $ / shares	$ 18.13
Granted (in dollars per share) | $ / shares	28.55
Vested (in dollars per share) | $ / shares	27.70
Forfeited (in dollars per share) | $ / shares	19.79
Non-Vested at the end of the period (in dollars per share) | $ / shares	$ 19.57
Performance-Based DSUs
Awards
Non-Vested at the beginning of the period (in shares)	993,631
Granted (in shares)	241,754
Vested (in shares)	(131,074)
Forfeited (in shares)	(10,000)
Non-Vested at the end of the period (in shares)	1,094,311
Weighted-Average Grant-Date Fair Value
Non-Vested at the beginning of the period (in dollars per share) | $ / shares	$ 19.55
Granted (in dollars per share) | $ / shares	28.55
Vested (in dollars per share) | $ / shares	23.45
Forfeited (in dollars per share) | $ / shares	12.80
Non-Vested at the end of the period (in dollars per share) | $ / shares	$ 21.13

Share-Based Compensation Plan57

Share-Based Compensation Plans - Stock Options (Details) $ / shares in Units, $ in Millions	3 Months Ended
	May 05, 2018USD ($)$ / sharesshares
Additional disclosures
Weighted-average grant date fair value of stock options granted (in dollars per share)	$ 10.31
Stock Options
Number of Shares
Outstanding at the beginning of the period (in shares) | shares	1,527,176
Granted (in shares) | shares	206,734
Exercised (in shares) | shares	(143,506)
Forfeited (in shares) | shares	(22,651)
Expired (in shares) | shares	(8,087)
Outstanding at the end of the period (in shares) | shares	1,559,666
Exercisable at the end of the period (in shares) | shares	637,602
Weighted-Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 21.97
Granted (in dollars per share)	28.55
Exercised (in dollars per share)	22.68
Forfeited (in dollars per share)	12.80
Expired (in dollars per share)	49.18
Outstanding at the end of the period (in dollars per share)	22.76
Exercisable at the end of the period (in dollars per share)	$ 32
Assumptions used to value stock options
Risk-free interest rate (as a percent)	2.67%
Expected lives (in years)	5 years
Dividend yield (as a percent)	4.35%
Expected volatility (as a percent)	56.34%
Unrecognized compensation cost
Unrecognized compensation cost, non-vested awards | $	$ 4.4
Compensation recognition period, non-vested awards	1 year 7 months 6 days

Share-Based Compensation Plan58

Share-Based Compensation Plans - Cash Settled Awards (Details) - USD ($) shares in Thousands, $ in Millions	3 Months Ended		12 Months Ended
	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018
Share-based compensation
Allocated Share-based Compensation Expense	$ 6.5	$ 4.7
Cash Settled Awards
Share-based compensation
Vesting period (in years)			3 years
Liability associated with the cash settled awards	$ 6.5
Awards
Non-Vested at the beginning of the period (in shares)	8,353
Forfeited (in shares)	(252)
Non-Vested at the end of the period (in shares)	8,101		8,353
Unrecognized compensation cost
Unrecognized compensation cost, non-vested awards	$ 4.4
Compensation recognition period, non-vested awards	1 year 6 months
Cash Settled Awards | Accrued expenses and other current liabilities
Share-based compensation
Liability associated with the cash settled awards	$ 3.8
Cash Settled Awards | Other Liabilities
Share-based compensation
Liability associated with the cash settled awards	$ 2.7

Goodwill and Other Intangible59

Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands	3 Months Ended
	May 05, 2018USD ($)
Changes in the net carrying amount of goodwill
Balance at the beginning of the period	$ 120,292
Goodwill of divested business	(13,588)
Translation adjustment	(1,902)
Balance at the end of the period	104,802
Retail Segment
Changes in the net carrying amount of goodwill
Balance at the beginning of the period	94,305
Goodwill of divested business	(13,588)
Translation adjustment	(839)
Balance at the end of the period	79,878
Corporate Apparel Segment
Changes in the net carrying amount of goodwill
Balance at the beginning of the period	25,987
Translation adjustment	(1,063)
Balance at the end of the period	$ 24,924

Goodwill and Other Intangible60

Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017
Amortizable intangible assets:
Carrying amount	$ 56,599	$ 58,215	$ 55,987
Accumulated amortization	(33,562)	(33,560)	(29,256)
Total amortizable intangible assets, net	23,037	24,655	26,731
Indefinite-lived intangible assets:
Trademarks and tradename	144,283	144,332	144,235
Total intangible assets, net	167,320	168,987	170,966
Trademarks, tradenames and franchise agreements
Amortizable intangible assets:
Carrying amount	16,155	16,273	16,040
Accumulated amortization	(10,594)	(10,558)	(10,183)
Favorable lease impairment charge
Amortizable intangible assets:
Carrying amount	12,967	13,229	13,679
Accumulated amortization	(5,178)	(5,010)	(4,297)
Customer relationship impairment charge
Amortizable intangible assets:
Carrying amount	27,477	28,713	26,268
Accumulated amortization	$ (17,790)	$ (17,992)	$ (14,776)

Goodwill and Other Intangible61

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Intangible asset amortization expense
Pre-tax amortization expense associated with intangible assets	$ 1	$ 1
Pre-tax amortization expense estimated for the remainder of fiscal year 2018	3
Pre-tax amortization expense estimated for fiscal year 2019	3.8
Pre-tax amortization expense estimated for fiscal year 2020	3.6
Pre-tax amortization expense estimated for fiscal year 2021	3.5
Pre-tax amortization expense estimated for fiscal year 2022	$ 2.2

Fair Value Measurements - Recur

Fair Value Measurements - Recurring and Non-Recurring (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017	Feb. 03, 2018
Liabilities:
Asset impairment charges	$ 269	$ 2,867
Selling, general and administrative expenses
Liabilities:
Asset impairment charges	300	2,900
Recurring
Assets:
Derivative financial instruments	5,639	937	$ 4,019
Liabilities:
Derivative financial instruments	83	5,293	2,307
Recurring | Level 2
Assets:
Derivative financial instruments	5,639	937	4,019
Liabilities:
Derivative financial instruments	$ 83	$ 5,293	$ 2,307

Fair Value Measurements - Finan

Fair Value Measurements - Financial Instruments (Details) - USD ($) $ in Thousands	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017
Fair Value of Financial Instruments
Long-term debt, including current portion, Carrying Amount	$ 1,286,508	$ 1,396,808	$ 1,587,865
Deferred financing costs	10,400	14,900	20,900
Level 1 and Level 2
Fair Value of Financial Instruments
Long-term debt, Estimated Fair Value	$ 1,321,637	$ 1,407,449	$ 1,482,750

Derivative Financial Instrume64

Derivative Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	May 05, 2018	Apr. 29, 2017	Jan. 31, 2015
Interest rate swap | Designated as hedging instruments
Derivative Financial Instruments
Fair value of the interest rate swaps	$ 5.4
Hedge ineffectiveness	0
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months	1
Interest rate swap | Designated as hedging instruments | Other current assets
Derivative Financial Instruments
Derivative asset	1
Interest rate swap | Designated as hedging instruments | Other assets
Derivative Financial Instruments
Derivative asset	4.4
Interest rate swap matures in August 2018 | Designated as hedging instruments
Derivative Financial Instruments
Notional amount	$ 40		$ 520
Fixed rate payable (as a percent)	5.03%
Applicable margin included in fixed rate (as a percent)	3.50%
Interest rate swap matures in August 2018 | Designated as hedging instruments | LIBOR
Derivative Financial Instruments
Period for interest rate basis for variable rate receivable	3 months
Interest rate swap matures in June 2021 | Designated as hedging instruments
Derivative Financial Instruments
Notional amount	$ 360	$ 260
Fixed rate payable (as a percent)	5.56%
Applicable margin included in fixed rate (as a percent)	3.50%
Interest rate swap matures in June 2021 | Designated as hedging instruments | LIBOR
Derivative Financial Instruments
Period for interest rate basis for variable rate receivable	1 month
Foreign exchange forward | Designated as hedging instruments
Derivative Financial Instruments
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months	$ 1.1
Foreign exchange forward | Designated as hedging instruments | United Kingdom, Pounds
Derivative Financial Instruments
Notional amount	30.3
Foreign exchange forward | Designated as hedging instruments | Euro Member Countries, Euro
Derivative Financial Instruments
Notional amount	9.3
Foreign exchange forward | Designated as hedging instruments | Other current assets
Derivative Financial Instruments
Derivative asset	0.2
Foreign exchange forward | Not designated as hedging instrument | Canada, Dollars
Derivative Financial Instruments
Notional amount	$ 13.1

Segment Reporting - Number of S

Segment Reporting - Number of Segments (Details)	3 Months Ended
	May 05, 2018segment
Segment reporting
Number of reportable segments	2
Retail Segment
Segment reporting
Number of operating segments	4

Segment Reporting - Sales by Se

Segment Reporting - Sales by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Net sales:
Total net sales	$ 817,964	$ 782,906
Retail Segment
Net sales:
Total net sales	754,843	725,305
Retail Segment | MW
Net sales:
Total net sales	447,809	420,067
Retail Segment | Jos. A. Bank
Net sales:
Total net sales	169,076	167,228
Retail Segment | K&G
Net sales:
Total net sales	89,280	88,683
Retail Segment | Moores
Net sales:
Total net sales	46,127	40,813
Retail Segment | MW Cleaners
Net sales:
Total net sales	2,551	8,514
Corporate Apparel Segment
Net sales:
Total net sales	$ 63,121	$ 57,601

Segment Reporting - Operating I

Segment Reporting - Operating Income Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes
Operating income	$ 52,897	$ 31,002
Interest income	85	67
Interest expense	(21,981)	(25,621)
(Loss) gain on extinguishment of debt, net	(12,711)	715
(Loss) earnings before income taxes	18,290	6,163
Shared services
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes
Operating income	(47,407)	(44,398)
Retail Segment | Reportable segments
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes
Operating income	98,721	73,425
Corporate Apparel Segment | Reportable segments
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes
Operating income	$ 1,583	$ 1,975

Condensed Consolidating Infor68

Condensed Consolidating Information - Balance Sheet (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Feb. 03, 2018	Apr. 29, 2017	Jan. 28, 2017	Jun. 18, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 93,166	$ 103,607	$ 66,580	$ 70,889
Accounts receivable, net	87,411	79,783	84,016
Inventories	843,671	851,931	984,221
Other current assets	69,937	78,252	69,288
Total current assets	1,094,185	1,113,573	1,204,105
Property and equipment, net	437,944	460,674	467,661
Rental product, net	128,744	123,730	147,495
Goodwill	104,802	120,292	117,585
Intangible assets, net	167,320	168,987	170,966
Other assets	12,827	12,699	6,423
Total assets	1,945,822	1,999,955	2,114,235
CURRENT LIABILITIES:
Accounts payable	192,878	145,106	171,886
Accrued expenses and other current liabilities	352,154	291,658	306,463
Current portion of long-term debt	9,000	7,000	13,379
Total current liabilities	554,032	443,764	491,728
Long-term debt, net	1,277,508	1,389,808	1,574,486
Deferred taxes, net and other liabilities	151,503	164,191	161,600
Shareholders' (deficit) equity	(37,221)	2,192	(113,579)
Total liabilities and shareholders' (deficit) equity	1,945,822	1,999,955	2,114,235
Eliminations
CURRENT ASSETS:
Accounts receivable, net	(332,932)	(370,830)	(539,000)
Other current assets			(204,506)
Total current assets	(332,932)	(370,830)	(743,506)
Investments in subsidiaries	(1,478,345)	(1,553,105)	(1,355,106)
Other assets	(80,835)	(81,135)	(6,900)
Total assets	(1,892,112)	(2,005,070)	(2,105,512)
CURRENT LIABILITIES:
Accounts payable	(332,932)	(370,830)	(539,000)
Accrued expenses and other current liabilities			(197,230)
Total current liabilities	(332,932)	(370,830)	(736,230)
Deferred taxes, net and other liabilities	(80,835)	(81,135)	(14,176)
Shareholders' (deficit) equity	(1,478,345)	(1,553,105)	(1,355,106)
Total liabilities and shareholders' (deficit) equity	(1,892,112)	(2,005,070)	(2,105,512)
Senior Notes
Condensed Consolidating Balance Sheet
Aggregate principal amount of debt issued	600,000				$ 600,000
Interest rate (as a percent)					7.00%
Tailored Brands, Inc. | Reportable Legal Entities
CURRENT ASSETS:
Accounts receivable, net			7,358
Other current assets	2,784	3,666	136
Total current assets	2,784	3,666	7,494
Investments in subsidiaries	97,019	128,458	(89,379)
Total assets	99,803	132,124	(81,885)
CURRENT LIABILITIES:
Accounts payable	116,382	110,326	21,606
Accrued expenses and other current liabilities	14,868	14,061	10,088
Total current liabilities	131,250	124,387	31,694
Deferred taxes, net and other liabilities	5,774	5,545
Shareholders' (deficit) equity	(37,221)	2,192	(113,579)
Total liabilities and shareholders' (deficit) equity	99,803	132,124	(81,885)
The Men's Wearhouse, Inc. | Reportable Legal Entities
CURRENT ASSETS:
Cash and cash equivalents	42,740	51,818	2,162	1,002
Accounts receivable, net	32,045	23,712	28,480
Inventories	175,630	207,504	212,146
Other current assets	15,505	26,951	229,333
Total current assets	265,920	309,985	472,121
Property and equipment, net	196,932	203,204	224,274
Rental product, net	102,286	103,664	127,188
Goodwill	6,160	6,160	6,160
Intangible assets, net			52
Investments in subsidiaries	1,381,326	1,424,647	1,444,485
Other assets	11,450	11,183	5,200
Total assets	1,964,074	2,058,843	2,279,480
CURRENT LIABILITIES:
Accounts payable	255,384	281,838	553,773
Accrued expenses and other current liabilities	172,654	87,597	146,168
Current portion of long-term debt	9,000	7,000	13,379
Total current liabilities	437,038	376,435	713,320
Long-term debt, net	1,277,508	1,389,808	1,574,486
Deferred taxes, net and other liabilities	152,509	164,142	81,053
Shareholders' (deficit) equity	97,019	128,458	(89,379)
Total liabilities and shareholders' (deficit) equity	$ 1,964,074	2,058,843	2,279,480
Guarantor Subsidiaries
Condensed Consolidating Balance Sheet
Ownership of Guarantor subsidiaries (as a percent)	100.00%
Guarantor Subsidiaries | Reportable Legal Entities
CURRENT ASSETS:
Cash and cash equivalents	$ 2,830	2,180	2,335	1,881
Accounts receivable, net	305,987	368,328	437,481
Inventories	482,648	445,126	438,670
Other current assets	47,364	38,217	33,392
Total current assets	838,829	853,851	911,878
Property and equipment, net	206,794	220,979	208,719
Rental product, net	10,127	3,658	3,087
Goodwill	53,422	67,010	68,510
Intangible assets, net	154,960	155,438	156,741
Other assets	668	805	949
Total assets	1,264,800	1,301,741	1,349,884
CURRENT LIABILITIES:
Accounts payable	82,563	57,756	82,517
Accrued expenses and other current liabilities	125,516	155,813	120,022
Total current liabilities	208,079	213,569	202,539
Deferred taxes, net and other liabilities	46,910	46,641	84,719
Shareholders' (deficit) equity	1,009,811	1,041,531	1,062,626
Total liabilities and shareholders' (deficit) equity	1,264,800	1,301,741	1,349,884
Non-Guarantor Subsidiaries | Reportable Legal Entities
CURRENT ASSETS:
Cash and cash equivalents	47,596	49,609	62,083	$ 68,006
Accounts receivable, net	82,311	58,573	149,697
Inventories	185,393	199,301	333,405
Other current assets	4,284	9,418	10,933
Total current assets	319,584	316,901	556,118
Property and equipment, net	34,218	36,491	34,668
Rental product, net	16,331	16,408	17,220
Goodwill	45,220	47,122	42,915
Intangible assets, net	12,360	13,549	14,173
Other assets	81,544	81,846	7,174
Total assets	509,257	512,317	672,268
CURRENT LIABILITIES:
Accounts payable	71,481	66,016	52,990
Accrued expenses and other current liabilities	39,116	34,187	227,415
Total current liabilities	110,597	100,203	280,405
Deferred taxes, net and other liabilities	27,145	28,998	10,004
Shareholders' (deficit) equity	371,515	383,116	381,859
Total liabilities and shareholders' (deficit) equity	$ 509,257	$ 512,317	$ 672,268

Condensed Consolidating Infor69

Condensed Consolidating Information - Earnings (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Condensed Consolidating Statement of Earnings (Loss)
Net sales	$ 817,964	$ 782,906
Cost of sales	472,740	450,466
Total gross margin	345,224	332,440
Operating expenses	292,327	301,438
Operating (loss) income	52,897	31,002
Interest expense, net	(21,896)	(25,554)
Loss on extinguishment of debt	(12,711)	715
(Loss) earnings before income taxes	18,290	6,163
Provision (benefit) for income taxes	4,381	4,324
(Loss) earnings before equity in net income of subsidiaries	13,909	1,839
Net earnings (loss)	13,909	1,839
Comprehensive income (loss)	2,566	(286)
Eliminations
Condensed Consolidating Statement of Earnings (Loss)
Net sales	(137,371)	(143,541)
Cost of sales	(137,371)	(143,541)
Operating expenses	(12,666)	(14,732)
Operating (loss) income	12,666	14,732
Other income and expenses, net	(12,666)	(14,732)
Equity in (loss) earnings of subsidiaries	6,757	7,843
Net earnings (loss)	6,757	7,843
Comprehensive income (loss)	18,100	9,968
Tailored Brands, Inc. | Reportable Legal Entities
Condensed Consolidating Statement of Earnings (Loss)
Operating expenses	882	903
Operating (loss) income	(882)	(903)
Interest expense, net	(764)	110
(Loss) earnings before income taxes	(1,646)	(793)
Provision (benefit) for income taxes	(658)	1,945
(Loss) earnings before equity in net income of subsidiaries	(988)	(2,738)
Equity in (loss) earnings of subsidiaries	14,897	4,577
Net earnings (loss)	13,909	1,839
Comprehensive income (loss)	2,566	(286)
The Men's Wearhouse, Inc. | Reportable Legal Entities
Condensed Consolidating Statement of Earnings (Loss)
Net sales	446,247	418,925
Cost of sales	224,973	212,499
Total gross margin	221,274	206,426
Operating expenses	137,273	155,783
Operating (loss) income	84,001	50,643
Interest expense, net	(23,666)	(25,892)
Loss on extinguishment of debt	(12,711)	715
(Loss) earnings before income taxes	47,624	25,466
Provision (benefit) for income taxes	11,073	8,469
(Loss) earnings before equity in net income of subsidiaries	36,551	16,997
Equity in (loss) earnings of subsidiaries	(21,654)	(12,420)
Net earnings (loss)	14,897	4,577
Comprehensive income (loss)	16,091	2,920
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Earnings (Loss)
Net sales	381,421	372,264
Cost of sales	290,943	278,631
Total gross margin	90,478	93,633
Operating expenses	138,395	133,532
Operating (loss) income	(47,917)	(39,899)
Other income and expenses, net	12,666	14,732
Interest expense, net	2,014	1,558
(Loss) earnings before income taxes	(33,237)	(23,609)
Provision (benefit) for income taxes	(8,011)	(7,752)
(Loss) earnings before equity in net income of subsidiaries	(25,226)	(15,857)
Net earnings (loss)	(25,226)	(15,857)
Comprehensive income (loss)	(25,226)	(15,857)
Non-Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Earnings (Loss)
Net sales	127,667	135,258
Cost of sales	94,195	102,877
Total gross margin	33,472	32,381
Operating expenses	28,443	25,952
Operating (loss) income	5,029	6,429
Interest expense, net	520	(1,330)
(Loss) earnings before income taxes	5,549	5,099
Provision (benefit) for income taxes	1,977	1,662
(Loss) earnings before equity in net income of subsidiaries	3,572	3,437
Net earnings (loss)	3,572	3,437
Comprehensive income (loss)	$ (8,965)	$ 2,969

Condensed Consolidating Infor70

Condensed Consolidating Information - Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	May 05, 2018	Apr. 29, 2017
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	$ 120,228	$ 33,351
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(10,980)	(17,786)
Proceeds from divestiture of business	17,732
Acquisition of business, net of cash		(457)
Proceeds from sale of property and equipment		12
Net cash provided by (used in) investing activities	6,752	(18,231)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on original term loan	(993,420)	(1,750)
Proceeds from new term loan	895,500
Payments on new term loan	(2,250)
Proceeds from asset-based revolving credit facility	1,500	137,650
Payments on asset-based revolving credit facility	(1,500)	(137,650)
Repurchase and retirement of senior notes	(18,240)	(6,601)
Deferred financing costs	(5,576)
Cash dividends paid	(9,618)	(9,131)
Proceeds from issuance of common stock	3,649	467
Tax payments related to vested deferred stock units	(5,025)	(1,632)
Net cash (used in) provided by financing activities	(134,980)	(18,647)
Effect of exchange rate changes	(2,441)	(782)
Increase (decrease) in cash and cash equivalents	(10,441)	(4,309)
Balance at beginning of period	103,607	70,889
Balance at end of period	93,166	66,580
Eliminations
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	(9,618)	(9,131)
CASH FLOWS FROM INVESTING ACTIVITIES:
Intercompany activities	68,425	149,424
Net cash provided by (used in) investing activities	68,425	149,424
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activities	(58,807)	(140,293)
Net cash (used in) provided by financing activities	(58,807)	(140,293)
Tailored Brands, Inc. | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	10,994	10,296
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid	(9,618)	(9,131)
Proceeds from issuance of common stock	3,649	467
Tax payments related to vested deferred stock units	(5,025)	(1,632)
Net cash (used in) provided by financing activities	(10,994)	(10,296)
The Men's Wearhouse, Inc. | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	196,189	174,399
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(3,238)	(6,333)
Intercompany activities	(68,425)	(149,424)
Net cash provided by (used in) investing activities	(71,663)	(155,757)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on original term loan	(993,420)	(1,750)
Proceeds from new term loan	895,500
Payments on new term loan	(2,250)
Proceeds from asset-based revolving credit facility	1,500	137,650
Payments on asset-based revolving credit facility	(1,500)	(137,650)
Repurchase and retirement of senior notes	(18,240)	(6,601)
Deferred financing costs	(5,576)
Intercompany activities	(9,618)	(9,131)
Net cash (used in) provided by financing activities	(133,604)	(17,482)
Increase (decrease) in cash and cash equivalents	(9,078)	1,160
Balance at beginning of period	51,818	1,002
Balance at end of period	42,740	2,162
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	(10,744)	10,424
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(6,338)	(9,982)
Proceeds from divestiture of business	17,732
Proceeds from sale of property and equipment		12
Net cash provided by (used in) investing activities	11,394	(9,970)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in cash and cash equivalents	650	454
Balance at beginning of period	2,180	1,881
Balance at end of period	2,830	2,335
Non-Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	(66,593)	(152,637)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(1,404)	(1,471)
Acquisition of business, net of cash		(457)
Net cash provided by (used in) investing activities	(1,404)	(1,928)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activities	68,425	149,424
Net cash (used in) provided by financing activities	68,425	149,424
Effect of exchange rate changes	(2,441)	(782)
Increase (decrease) in cash and cash equivalents	(2,013)	(5,923)
Balance at beginning of period	49,609	68,006
Balance at end of period	$ 47,596	$ 62,083