Securities and Exchange CommissionWashington, D.C. 20549

Form 10-K

|ý | Annual Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended January 31, 2004("Fiscal 2003").   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------
|o | Transition Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period
from            to            .

[Commission file number 0-23874]

JOS. A. BANK CLOTHIERS, INC.(Exact name of registrant as specified in its character)

|Delaware(State of Incorporation)                                        |  | 36-3189198(I.R.S. Employer Identification No.)
|----------------------------------------------------------------------- |  | ----------------------------------------------
|500 Hanover Pike, Hampstead, MD(Address of principal executive offices) |  | 21074(zip code)                               
|(410) 239-2700(Registrant's telephone number, including area code)     

Securities
registered pursuant to Section 12(g) of the Act: Common Stock (the "Common Stock") par value $.01 per share; and Rights to purchase units of Series A Preferred
Stock

Securities
registered pursuant to Section 12(b) of the Act: None

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

|Yes ý |  | No
|----- |  | --

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III for this Form 10-K or any amendment to this
Form 10-K. [    ]

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)

|Yes ý |  | No
|----- |  | --

The
aggregate market value of the voting stock held by nonaffiliates of the registrant, based upon the closing price of shares of Common Stock on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System at August 1, 2003 was approximately $219,968,789. The determination of the "affiliate" status for purposes of this report on
Form 10-K shall not be deemed a determination as to whether an individual is an "affiliate" of the registrant for any other purposes.

The
number of shares of Common Stock, par value $0.01 per share, outstanding on April 7, 2004 was 10,641,208.

DOCUMENTS INCORPORATED BY REFERENCE:

The Company will disclose the information required under Part III (items 10-14) and Part II, Item 5(d) either by
(a) incorporating the information by reference from the Company's definitive proxy statement if filed by May 31, 2004 (the first business day following 120 days from the close of
its fiscal year ended January 31, 2004) or (b) filing an amendment to this Form 10-K which contains the required information by May 31, 2004 (the first business
day following 120 days from the close of the Company's fiscal year ended January 31, 2004).

Index
to the exhibits appears on Pages 25 through 27.



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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K includes and incorporates by reference certain statements that may be deemed to be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements so long
as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from
those projected in the information. When used in this Annual Report on Form 10-K, the words "estimate," "project," "plan," "anticipate," "expect," "intend," "outlook," "may,"
"believe," and other similar expressions are intended to identify forward-looking statements and information. Actual results may differ materially from those forecast due to a variety of factors
outside of the Company's control that can affect the Company's operating results, liquidity and financial condition such as risks associated with economic, weather, public health and other factors
affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the market price of key raw materials such as wool and cotton, availability
of lease sites for new stores, the ability to source product from its global supplier base and other competitive factors. These cautionary statements qualify all of the forward-looking statements the
Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments
will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on
these forward-looking statements, which speak only as of their respective dates, and assumes no obligation to update any of the forward-looking statements. Such risk factors are more fully described
under the caption "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The Company cautions that the foregoing list of important factors is not exclusive.

Common Stock Dividend.On January 13, 2004, the Company's Board of Directors declared a 50% common stock dividend
payable on February 18, 2004 to stockholders of record as of January 30, 2004. All historical weighted average share and per share amounts and all references to the number of common
shares elsewhere in Management Discussion and Analysis of Financial Condition and Results of Operations, the consolidated financial statements, and notes thereto have been adjusted to reflect the
stock dividend.

PART I

Item 1.    BUSINESS

General

Jos. A. Bank Clothiers, Inc., a Delaware corporation (the "Company" or "Jos. A. Bank"), is a designer, retailer and direct marketer (through stores,
catalog and internet) of men's tailored and casual clothing and accessories. The Company sells substantially all of its products exclusively under the Jos. A. Bank label through its 214 retail stores
(including seven outlet stores and ten franchise stores) located throughout 35 states and the District of Columbia in the United States, as well as through the Company's nationwide catalog and
internet (www.josbank.com) operations.

The
Company's products are targeted at the male career professional, and emphasize the Jos. A. Bank brand of high quality tailored and casual clothing and accessories. The Company's
products are offered at "Three Levels of Luxury" which include the opening Jos. A. Bank Collection as well as the more luxurious Signature and Signature Gold Collections. The Company sources all of
its products through third party vendors, suppliers and/or agents using the Jos. A. Bank designs and specifications.

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The
Company operates on a 52-53 week fiscal year ending on the Saturday closest to January 31. Information presented for the fiscal years ended February 2,
2002, February 1, 2003 and January 31, 2004 are hereinafter referred to as fiscal 2001, fiscal 2002 and fiscal 2003.

Strategy

The Company, established in 1905, has reinvented itself over the past four years by focusing on its "Four Pillars of Success" which include:



The
Company instills these four factors into all aspects of its operation and believes they help drive to create a unique specialty retail environment that develops customer loyalty.
Examples of the Company's commitment to this strategy includes:



The Brand.The Company's branding emphasizes very high levels of quality in all aspects of its interactions with customers,
including merchandise and service. The Company has developed very stringent specifications in its product designs to ensure consistency in the fit and quality of the product. The merchandise
assortment has "Three Levels of Luxury" and one unwavering level of quality. The "Three Levels of Luxury" range from its original Jos. A. Bank Collection to the more luxurious Signature Collection to
the exclusive Signature Gold Collection. Examples of the different levels of luxury include the wool used in suits, sport coats and slacks, ranging from Super 100's fine wool to the rare 150's wool,
and the uniqueness of tie swatches, some of which are offered in pre-numbered, limited edition collectors' items.

The
Company emphasizes customer service in all aspects of the business. Sales associates focus on developing close business relations with their customers to help serve all of the
customer's clothing needs. Inventory availability is a key focus to ensure customers can purchase merchandise when requested, whether in the stores or through the catalog or internet. A tailor is
staffed in each store to ensure prompt, high quality alteration service for our customers.

Multi-Channel Retailing.The Company's strategy is to operate its three channels of selling as an integrated business and to
provide the same personalized service to its customers regardless of whether merchandise is purchased through its stores, the internet or catalog. The Company believes the synergy between its stores,
its internet site and its catalog offers an important convenience to our customers and a competitive advantage to the Company. The Company believes it has significant opportunity to leverage the three
channels of selling by promoting each channel together to create awareness of the brand. For example, the internet site provides store location listings and can be used as a promotional

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source
for the stores and catalog. The Company also uses its catalog to communicate the Jos. A. Bank image, to provide customers with fashion guidance in coordinating outfits and to generate store and
internet traffic.

As
a customer convenience, the Company's information systems enable customers to purchase all products that are offered in the catalog and internet while in a store. Conversely,
customers may have
catalog purchases shipped to a store for alteration and pickup and can return or exchange catalog and internet purchases at a store.

Store Growth.The Company believes that it has substantial opportunity to increase its store base by adding stores in its
existing markets and by entering new markets. The Company opened 21 new stores in fiscal 2001, 25 new stores in fiscal 2002 and 50 new stores in fiscal 2003 as part of its plan to increase the chain
to approximately 500 stores by 2007. The Company intends to open new stores in existing markets which should allow the Company to leverage its existing advertising, management, distribution and
sourcing infrastructure, as well as in new markets such as the western part of the United States. The Company opened its first stores in California, Nevada, Arkansas and West Virginia in fiscal 2003.

Product Design and Sourcing.The Company has increased its design capabilities in the past four years, and now designs
substantially all of its products. The designs are provided to a world-wide vendor base to manufacture. In certain cases, the Company has eliminated the middlemen (e.g. agents, importers,
brokers) in its sourcing process and contracts directly with manufacturers. The Company's product design and sourcing strategies have resulted in reduced product costs, which have enabled the Company
to design additional quality into its products, increase gross profit margins and fund the development of the infrastructure needed to grow the chain.

Segments

The Company has two reportable segments: Stores and Direct Marketing (internet and catalog). The Company has included information with regard to these segments
for each of its last three fiscal years under Note 11 of its Consolidated Financial Statements.

Stores.The Company's store segment includes all Company-owned stores except for its factory stores. The Company has targeted
specialty retail centers with certain co-tenancy for new store locations and has developed and implemented a new store prototype for all stores that have been opened since the beginning of
fiscal 2001.

The
Company opened 50 stores in fiscal 2003 and expects to accelerate the pace of store openings in subsequent years, including plans to open between 55 to 65 stores in fiscal 2004 and
75 to 100 stores each fiscal year thereafter as the Company increases the chain to approximately 500 stores. The Company's real estate strategy focuses primarily on stores located in
high-end, specialty retail centers with the proper co-tenancy that attracts customers with demographics that are similar to the Company's target customer. The specialty centers
include, but are not limited to, outdoor lifestyle centers, malls and downtown financial districts. As of January 31, 2004, the store mix of the 193 full-line Company-owned stores
(excluding seven factory stores and ten franchise stores) consisted of 50 malls, 46 outdoor lifestyle centers, 19 downtown financial districts and 78 strip centers or freestanding stores.

The
Company's new store prototype was designed in the second half of fiscal 2000 and was introduced in March 2001 in Charlottesville, Virginia. The design emphasizes an open
shopping experience that coordinates its successful corporate casual and sportswear with its suits, shirts, ties and other products. The store design is based on the use of wooden fixtures with glass
shelving, numerous tables to feature fashion merchandise, carpet and abundant accent lighting and is intended to promote a pleasant and comfortable shopping environment. In the stores that have been
opened in the last two fiscal years, approximately 80% of a store's space is dedicated to selling activities, with the remainder

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allocated
to stockroom, tailoring and other support areas. The Company expects that future stores will vary in size from approximately 4,000 to 5,500 square feet depending on the market. The
full-line stores averaged approximately 5,300 square feet at the end of fiscal 2003. The stores opened in fiscal 2002 and fiscal 2003 averaged approximately 4,600 and 4,400 square feet,
respectively.

The
cost to open a new store is based on store size and landlord construction allowances. In fiscal 2003, the average cost to build a new store was approximately $225,000, including
leasehold improvements, fixtures, point-of-sale equipment and tailor shop equipment. The average cost is net of an average landlord construction allowance of approximately
$170,000 per store. New stores also require an inventory investment of approximately $350,000 to offer a full range of products, with higher inventory levels during certain peak periods. The inventory
levels in a new store are also increased as the store's sales mature.

Substantially
all stores have a tailor shop which provides a range of tailoring services as a convenience to its customers. The stores are designed to utilize Company-owned regional
overflow tailor shops which allow the use of smaller tailor shops within each store. Operating the regional tailor shops has allowed the Company to optimize the number of tailors in the stores by
sending all overflow work to regional tailor shops. These overflow shops experience higher productivity as the tailors focus solely on alterations, whereas store tailors assist customers during the
course of the day. In addition, the store managers and certain additional store staff have been trained to fit tailored clothing for alterations. The Company guarantees all of the tailoring work.

The
Company has ten franchise locations. Generally, a franchise agreement between the Company and the franchisee provides for a ten-year term with an option, exercisable by
the franchisee under certain circumstances, to extend the term for an additional ten-year period. Franchisees pay the Company an initial fixed franchise fee and then a percentage of its
net sales. Franchisees are required to maintain and protect the Company's reputation for high quality, classic clothing and customer service. Franchisees purchase substantially all merchandise offered
for sale in their stores from the Company at an amount above cost.

The
Company has seven outlet stores which are used to liquidate excess merchandise and offer certain first quality products at a reduced price. Because of the classic character of the
Company's merchandise and aggressive store clearance promotions, historically, the Company has been able to sell substantially all of its products through its stores and has not been required to sell
significant amounts of inventory to third party liquidators.

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At
April 7, 2004, the Company operated 214 retail stores, (including seven factory stores and ten franchise stores) in 35 states and the District of Columbia. The following table
sets forth the stores that were open at such date.

JOS. A. BANK STORES

State

Total #
Of Stores

State

Total #
Of StoresAlabama

3
(a)
Mississippi

1
(a)Arkansas

1

Missouri

3California

5

Nevada

1Colorado

5

New Jersey

14Connecticut

5

New York

12Delaware

1

North Carolina

11
(a)Florida

14

Ohio

11Georgia

10
(a)(b)
Oklahoma

2Illinois

13
(a)
Pennsylvania

13
(b)Indiana

2

Rhode Island

1Iowa

1

South Carolina

3Kansas

3

Tennessee

6
(a)Kentucky

2

Texas

17Louisiana

3
(a)
Utah

2Maryland

11
(b)
Virginia

16
(b)Massachusetts

4

Washington, D.C.

3Michigan

8

West Virginia

1Minnesota

3

Wisconsin

3Total

214


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Direct Marketing.The Company's direct marketing segment, consisting of its catalog and internet channels, is a key part of
the Company's multi-channel concept. The direct marketing segment accounted for approximately 11% of net sales in fiscal 2003 and 12% of net sales in fiscal 2002. The direct marketing segment recorded
a sales increase of 16.8% in fiscal 2003. The Company's catalogs offer potential and existing customers convenience in ordering the Company's merchandise. In fiscal 2003 and fiscal 2002, the Company
distributed approximately 7.8 and 8.0 million catalogs, respectively, representing catalogs mailed to customers and catalogs distributed through stores.

The
catalog and internet site offer potential and existing customers an easy way to order the full range of Jos. A. Bank products. They are significant resources used to communicate our
high-quality image, providing customers with guidance in coordinating outfits, generating store traffic and providing useful market data on customers. The Company believes customers
increasingly are becoming more comfortable purchasing traditional business attire through the catalog and internet, as suits represented approximately 20% of net sales in the direct marketing segment
in fiscal 2003.

To
make catalog shopping as convenient as possible, the Company maintains a toll-free telephone number accessible 24 hours a day, seven days a week. The Company uses
on-line computer terminals to enter customer orders and to retrieve information about merchandise and its availability. Catalog sales associates can help customers select merchandise and
can provide detailed information regarding size, color, fit and other merchandise features. In most cases, sample merchandise is available for catalog

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sales
associates to view, thereby allowing them to better assist customers. Clothing purchased from the catalog may be returned to any of the Company's stores or to the Company by mail.

The
Company has experienced strong growth in its internet sales in each of the past three fiscal years. The Company has established over 2,000 affiliate arrangements. The Company
typically pays a fee to the affiliate based on a percentage of net sales generated through such affiliates. In November 2002, the Company created an affiliate arrangement with Amazon.com. The
Company expects to continue to pursue affiliate arrangements.

The
Company's internet site has many customer-friendly features such as high processing speed, real-time inventory status, order confirmation and product search capabilities,
among others. The site has enabled the Company to be more responsive to trends to be able to increase sales.

To
process catalog orders, sales associates enter orders on-line into a computerized catalog order entry system, while internet orders are placed by the customer and are
linked to the same order entry system. After an order is placed, it automatically updates all files, including the Company's customer mailing list, and permits the Company to measure the response to
individual catalog mailings and internet email promotions. Computer processing of orders is performed by the warehouse management system which permits efficient picking of inventory from the
warehouse. The Company's order entry and fulfillment systems permit the shipment of most orders no later than the day after the order is placed (assuming the merchandise is in stock). Orders are
shipped primarily by second day delivery or, if requested, by expedited delivery services, such as United Parcel Service priority. Sales and inventory information is available to the Company's buyers
the next day.

Merchandising

The Company believes it fills a niche of providing upscale classic, professional men's clothing with impeccable quality at a reasonable price. The Company's
merchandising strategy focuses on achieving an updated classic look with extreme attention to detail in quality materials and workmanship. The Company offers a distinctive collection of clothing and
accessories necessary to dress the career man from head to toe, including formal, business and business casual, as well as sportswear and golf apparel, all sold under the Jos. A. Bank label. Its
product offering includes tuxedos, suits, shirts, vests, ties, sport
coats, pants, sportswear, overcoats, sweaters, belts and braces, socks and underwear. The Company also sells branded shoes from several vendors, which are the only products it sells not using the Jos.
A. Bank brand.

The
Company's branding emphasizes very high levels of quality in all aspects of its interactions with customers, including merchandise and service. The Company has developed very
stringent specifications in its product designs to ensure consistency in the fit and quality of the product. The merchandise assortment has "Three Levels of Luxury" and one unwavering level of
quality. The "Three Levels of Luxury" range from its original Jos. A. Bank Collection, to the more luxurious Signature Collection to the exclusive Signature Gold Collection. Examples of the different
levels of luxury include the wool used in suits, sport coats and slacks, ranging from Super 100's fine wool to the rare 150's wool, and the uniqueness of tie swatches, some of which are offered in
pre-numbered, limited edition collectors' items.

The
Company believes its merchandise offering is well positioned to meet the changing trends of business dress for its target customer. Suits accounted for 27% of the Company's net sales
in fiscal 2003 and 2002, and serve as the foundation to the Company's extensive offering of other products. As the corporate work environment trended to casual wear in the recent years, the Company's
product offering was modified to meet the needs of the Jos. A. Bank customer. Conversely, the Company was able to serve a slight shift in customer demand in fiscal 2002 and 2003 as men began to dress
up more in the workplace and were buying the more luxurious Signature and Signature Gold collection products.

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The Company has many unique products to serve its customers' needs and believes that continued development of innovative products is one of its "Pillars of Success". It has the TRIO
collection as one of the Company's solutions to corporate casual attire. The TRIO consists of a tailored jacket with two pants, one matching the jacket and one in a coordinating pattern. Therefore,
the outfit can be worn as a suit, sportcoat/slack combination or as a casual outfit. The Company also offers its customers its Separates line, a concept for purchasing suits that allows customers to
customize their wardrobe by selecting separate, but perfectly matched, jackets and pants from one of three coat styles, plain front or pleated pants, and numerous updated fabric choices including
Super 100's wool and natural stretch wool. The Separates line allows a customer to buy a suit with minimal alteration that will fit their unique body size, similar to a custom-made suit.
Jos. A. Bank is one of the few retailers in the country that has successfully developed this concept which the Company believes is a competitive advantage. The TRIO and Separate lines accounted for
approximately 44% of suit sales in fiscal 2003.

The
Company also has a very successful line of wrinkle resistant all cotton dress shirts that are made using a patented process that is owned by the vendor. The Company believes it has
one of the most extensive selections of sport coats and dress pants in the industry. The Company developed its Vacation-in-Paradise ("VIP") line of casual vacation wear in
fiscal 2002. Its David Leadbetter Golf Apparel offers sportshirts, sweaters and casual trousers and is a unique product in the sportswear category. In fiscal 2004, the Company has introduced a wrinkle
resistant, stain resistant traveler cotton pique polo shirt and machine washable traveler wool pants, as part of its successful "Traveler" collection of products.

Design and Purchasing

The Jos. A. Bank merchandise is designed through the coordinated efforts of the Company's merchandise buying and planning staffs working in conjunction with
finished goods suppliers and third party contract manufacturers around the world. The process of creating a new garment begins up to nine months before the product's expected in-stock
date. Substantially all products are made to the Company's rigorous specifications, thus ensuring consistent fit and feel for the customer. The merchandise management staff oversees the development of
each product in terms of style, color and fabrication. The Company's planning staff is responsible for providing each channel of business with the correct amount of products at all times. Since the
Company's designs are focused on updated classic clothing, the Company experiences much less fashion risk than other retailers.

The
Company believes that it gains a distinct advantage over many of its competitors in terms of quality and price by designing its tailored products, selecting and, in certain cases,
purchasing raw materials (finished wool) and then having merchandise manufactured to its own specifications by third
party contract manufacturers, either domestically or abroad. All products manufactured must conform to the Company's rigorous specifications with respect to standardized sizing and quality. The
Company buys its shirts from leading U.S. and overseas shirt manufacturers who also supply shirts to many of the Company's competitors. In fiscal 2002, the Company began using one agent to source a
portion of its product that comes from certain countries from or near Asia.

Approximately
24% of the total product purchases (including piece goods) in fiscal 2003 were sourced from United States suppliers, and approximately 76% were sourced from suppliers in
other countries. In fiscal 2003, approximately 15% of the total product purchases were manufactured in Mexico. No other country represented more than 10% of total product purchases in fiscal 2003.

Also
as discussed above, the Company uses an agent to source a portion of its products from various companies that are located in or near Asia (including China, Hong Kong, Singapore and
Taiwan). Purchases through this agent represented approximately 20% of the total product purchases in fiscal 2003. The Company also makes other purchases from manufacturers and suppliers in Asia. Six
other suppliers each represented over approximately 5% of total product purchases in fiscal 2003.

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The
total product purchases discussed above include direct purchases of raw materials by the Company that are subsequently sent to manufacturers for cutting and sewing. Total raw
materials represented approximately 23% of the total product purchases made by the Company. In fiscal 2003, six vendors accounted for over 73% of the raw materials purchased by the Company.

The
Company transacts substantially all of its business on an order-by-order basis and does not maintain any long-term or exclusive contracts,
commitments or arrangements to purchase from any finished good supplier, piece goods vendor or contract manufacturer other than an agreement with one raw materials supplier to purchase up to
approximately $9 million through fiscal 2004 at a specified price. A portion of the commitment can extend into 2005; however the amount of the commitment would not change. The Company
ordinarily commits to purchases of inventory six to nine months in advance.

In
2003, the Company implemented two new information systems that increased its ability to communicate design specifications to its worldwide vendor base and to increase its ability to
manage the status of raw materials and production in plants around the world.

The
Company does business with all of its vendors in U.S. currency and has not experienced any material difficulties as a result of any foreign political, economic or social
instabilities. The Company believes that it has good relationships with its piece goods vendors, finished goods suppliers, contract
manufacturers and agents and that there will be adequate sources to produce a sufficient supply of quality goods in a timely manner and on satisfactory economic terms, but it cannot guarantee such
results.

Marketing, Advertising and Promotion

Strategy.The Company has historically used mass media print and radio and direct mail marketing, advertising and promoting
activities in support of its store and catalog/internet operations. Core to each marketing campaign, while primarily promotional, is the identification of the Jos. A. Bank name as synonymous with high
quality, upscale classic clothing offered at a value. The Company has a database of over 1.6 million active names of people which are evaluated for mailing and which have previously made a
purchase from either the Company's retail store, internet site or catalog or have requested a catalog or other information from the Company. Of these, approximately one million individuals have made
such purchases or information requests in the past 24 months. The Company selects names from this database based on expectations of response to specific promotions which allows the Company to
efficiently use its advertising dollars.

Throughout
each season, the Company promotes specific items or categories at specific prices that are below the initial retail price. These sales are used to complement promotional
events and to meet the needs of the customers. At the end of each season, the Company conducts clearance sales to promote the sale of that season's merchandise.

Corporate Card.Certain organizations and companies can participate in our corporate card program, through which all of their
employees are eligible to receive a 20% discount off regularly-priced Jos. A. Bank merchandise. The card is honored at all full-line stores as well as for catalog and internet purchases.
Over 45,000 companies nationally, from privately-owned small companies to large public companies, are now participating in the program. Participating companies are able to promote the card as a free
benefit to their employees.

Apparel Incentive Program.Jos. A. Bank Clothiers apparel incentive gift certificates are used by various companies as a
reward for achievement for their employees. The Company also redeems proprietary gift certificates and gift cards marketed by major premium/incentive companies.

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Distribution

The Company uses a centralized distribution system, under which all merchandise is received, processed and distributed through the Company's distribution facility
located in Hampstead, Maryland. Merchandise received at the distribution center is promptly inspected to insure expected quality in workmanship and conformity to Company specifications. The
merchandise is then allocated to individual stores or to warehouse stock. As applicable, the merchandise is then packed for delivery and shipped to the stores, principally by common carrier. Each
store generally receives a shipment of merchandise twice a week from the distribution center; however, when necessary because of a store's size or volume, a store can receive shipments more
frequently. Inventory of basic merchandise in stores is replenished regularly based on sales tracked through its point-of-sale terminals. Shipments to catalog/internet
customers are also made from the central distribution facility.

To
support the new store growth, the Company upgraded its distribution center in fiscal 2001 and fiscal 2003 at a total cost of approximately $5.0 million and it is now capable of
handling up to 400 stores. The Company expects to spend approximately $3 to $4 million in fiscal 2004 to increase the distribution center capacity to handle 500 stores.

Management Information Systems

Many of the Company's information systems have been updated in the last five years. In August 1998, the Company installed and implemented the latest
version of its merchandising, warehouse, sales audit, accounts payable and general ledger system. The Company expects to again upgrade this key system in the next 12 to 24 months. In fiscal
1999, the Company upgraded its catalog system and replaced its point-of-sale (POS) system. In fiscal 2000 the Company designed and implemented a new internet site. In fiscal
2003, the Company implemented two new systems that increased their ability to communicate design specification to its worldwide vendor base and to increase its ability to manage status of raw
materials and production in plants around the world. By using these systems, the Company is able to capture greater customer data and has increased its marketing efficiency using such data.

Competition

The Company competes primarily with other specialty retailers, department stores and other catalogers engaged in the retail sale of apparel, and to a lesser
degree with other retailers of men's apparel. The Company is one of only a few multi-channel retailers focusing exclusively on mens apparel which the Company believes provides a competitive edge. The
Company believes that it maintains its competitive position based not only on its ability to offer its high quality career clothing at reasonable prices, but also on greater selection of merchandise
and superior customer service and product innovation as part
of its "Four Pillars of Success". The Company competes with, among others, Brooks Brothers, Nordstrom, Men's Wearhouse and Lands End, as well as local and regional competitors in each store's market.
Many of these major competitors are considerably larger and have substantially greater financial, marketing and other resources than the Company.

Trademarks

The Company is the owner or exclusive licensee in the United States of the marks "Jos. A. Bank", "The Miracle Collection", and
"Vacation-in-Paradise". "Jos. A. Bank" and "The Miracle Collection" are trademarks registered in the United States Patent and Trademark Office. Applications are pending for the
Federal registration of "Vacation-in-Paradise". A Federal registration is renewable indefinitely if the trademark is still in use at the time of renewal. The Company's rights
in the Jos. A. Bank trademark are a material part of the Company's business. Accordingly, the Company intends to

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maintain
its use of the trademark. The Company is not aware of any claims of infringement or other material challenges to the Company's right to use its marks in the United States.

In
addition, the Company has registered "josbank.com" and various other internet domain names. The Company intends to renew its registration of domain names from time to time for the
conduct and protection of its e-commerce business.

Seasonality

Although variations in sales volumes do exist between quarters, the Company believes the nature of its merchandise helps to stabilize demand between the different
periods of the year. However, as the Company's merchandise continues to include more Corporate Casual and Sportswear and as more new stores are opened in the second half of the year, profits generated
during the fourth quarter have become a larger portion of annual profits.

Employees

As of April 7, 2004, the Company had approximately 1,870 employees, consisting of 380 part-time employees and 1,490 full-time
employees.

As
of April 7, 2004, approximately 180 employees worked in the tailoring and distribution center, most of whom are represented by the Union of Needletrades Industrial &
Textile Employees. The current collective bargaining agreement extends to February 28, 2006. The Company believes that union relations are good. During the past 50 years, the Company has
had only one work stoppage, which occurred more than 20 years ago. The Company believes that its relations with its non-union employees are also good.

A
small number of sales associates are union members under a separate contract which extends to April 30, 2006.

Available Information

The Company's principal executive offices are located at 500 Hanover Pike, Hampstead, Maryland 21074. The Company's telephone number is
(410) 239-2700 and its website address is www.josbank.com. The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to these reports available on its website free of charge as soon as practicable after they are filed with the Securities and Exchange
Commission. In addition, the public may read and copy any materials filed by the Company with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington D.C. 20549. The public
may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet Site that contains
reports, proxy and information statements. Its web address is www.sec.gov.

Item 2.    DESCRIPTION OF PROPERTY

The Company owns its distribution and corporate office facility located in Hampstead, Maryland, subject to certain financing liens. (See Item 7, Managements'
Discussion and Analysis and "Consolidated Financial StatementsNote 5.") The Company believes that its existing facility is well

10

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maintained
and in good operating condition. The table below presents certain information relating to the Company's corporate property as of April 7, 2004:

|Location            |  | Gross
Square Feet |  | Owned/
Leased |  | Primary Function                                                                                          
|------------------- |  | ----------------- |  | ------------- |  | ----------------------------------------------------------------------------------------------------------
|Hampstead, Maryland |  | 315,000           |  | Owned         |  | Corporate offices, distribution center, catalog order and fulfillment and regional tailoring overflow shop

This
facility was upgraded in the past several years including the addition of several second level mezzanines, which increased the total floor space to approximately 315,000 square
feet.

As
of April 7, 2004, the Company had 204 Company-operated stores (including its outlet stores and excluding its franchise stores) all of which were leased. The
full-line stores average approximately 5,300 square feet as of the end of fiscal 2003, including selling, storage, tailor shop and service areas. The full-line stores range in
size from approximately 1,900 square feet to
approximately 18,900 square feet. In most cases the Company pays a fixed annual base rent plus real estate taxes, insurance and utilities and, other than in freestanding locations, makes contributions
toward the common area operating costs. Certain facility leases require contingent rental fees based on sales in addition to or in the place of annual rental fees. Most of the Company's leases provide
for an increase in annual fixed rental payments during the lease term and are noncancelable.

The
Company also leases one overflow tailoring facility in Atlanta, Georgia. This facility receives customers' goods from full-line stores which are altered and returned to
the store for customer pickup.

Item 3.    LEGAL PROCEEDINGS

The Company has been named as a defendant in legal actions arising from its normal business activities. Although the outcome of these lawsuits or other
proceedings against the Company cannot be accurately predicted, the Company does not expect that any such liability will have a material adverse effect on the business, net assets or financial
position of the Company.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders during the quarter ended January 31, 2004.

PART II

Item 5.    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND INSURER PURCHASES OF EQUITY SECURITIES



The
Company's Common Stock is listed on The Nasdaq National Market ("NASDAQ") under the trading symbol "JOSB". The following table sets forth, for the periods indicated, the range of
high and low closing for the Common Stock, as reported on NASDAQ. The approximate high and low closing prices for the Common Stock tabulated below represent inter-dealer quotations which do not
include

11

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retail
mark-ups, mark-downs or commissions. Such prices do not necessarily represent actual transactions.

Fiscal 2002

Fiscal 2003High

Low

High

Low1st Quarter

$
12.36

$
4.62

$
19.23

$
13.402nd Quarter


15.91


8.25


28.00


16.093rd Quarter


17.00


8.44


34.23


25.404th Quarter


17.66


13.74


29.28


21.03


|1st Quarter (through April 7, 2004) |  | $ | 39.15 |  | $ | 29.10
|----------------------------------- |  | - | ----- |  | - | -----

On
April 7, 2004 the closing sale price of the Common Stock was $38.85





The
Company intends to retain its earnings to finance the development and expansion of its business and for working capital purposes, and therefore does not anticipate paying any cash
dividends in the foreseeable future. The Company has not declared or paid any cash dividends in the last two fiscal years. In addition, the Company's Credit Agreement prohibits the Company from paying
cash dividends, without prior approval from the lender.



Information
regarding compensation plans under which the Company's equity securities may be issued is included in Item 12. Item 12 is omitted by the Company in accordance with General
Instruction G to Form 10-K. The Company will disclose the information required under Item 12 either by (a) incorporating the information by reference from the Company's
definitive proxy statement if filed by May 31, 2004 (the first business day following 120 days from the close of it s fiscal year ended January 31, 2004) or (b) filing an
amendment to this Form 10-K which contains the required information by May 31, 2004.

12

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Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data with respect to each of the fiscal years in the five-year period ended January 31, 2004
(fiscal 2003) have been derived from the Company's audited Consolidated Financial Statements. Fiscal 2000 was a 53-week year and all other years consisted of 52 weeks, each of which
ended on the Saturday closest to the end of January of the respective year. The information should be read in conjunction with the Consolidated Financial Statements and Notes thereto that appear
elsewhere in the 10-K and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations".

|                                                      |                                                          | Fiscal Years
|----------------------------------------------------- | -------------------------------------------------------- | ------------
|
|Consolidated Statements of Income Information:        |                                                          |             
|                                                      | Net sales                                                |             
|                                                      | Cost of goods sold                                       |             
|                                                      |                                                          |             
|                                                      | Gross profit                                             |             
|Operating expenses:                                   |                                                          |             
|                                                      | Sales and marketing                                      |             
|                                                      | General and administrative                               |             
|                                                      | Store opening costs                                      |             
|                                                      | Executive payouts and other one-time charges             |             
|                                                      |                                                          |             
|                                                      | Total operating expenses                                 |             
|                                                      |                                                          |             
|                                                      | Operating income                                         |             
|                                                      | Interest expense, net                                    |             
|                                                      |                                                          |             
|                                                      | Income before provision for income taxes                 |             
|                                                      | Provision for income taxes                               |             
|                                                      |                                                          |             
|                                                      | Net income                                               |             
|                                                      |                                                          |             
|Per share information (diluted)(c):                   |                                                          |             
|                                                      | Net income per share                                     |             
|                                                      |                                                          |             
|                                                      | Diluted weighted average number of shares outstanding(c) |             
|Balance Sheet Information (as of end of
fiscal year): |                                                          |             
|                                                      | Working capital                                          |             
|                                                      | Cash and cash equivalents                                |             
|                                                      | Total assets                                             |             
|                                                      | Total debt                                               |             
|                                                      | Total noncurrent liabilities (including debt)            |             
|                                                      | Stockholders' equity                                     |             
|Other Data (as of end of fiscal year):                |                                                          |             
|                                                      | Number of stores                                         |             

---

13

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information that follows should be read in conjunction with the Consolidated Financial Statements and Notes thereto that appear elsewhere in this
form 10-K.

Overview

Net income in fiscal 2003 increased 52% to approximately $16.6 million compared with approximately $10.9 million in fiscal 2002. The Company
achieved record net income and earnings per share in each of the four quarters in fiscal 2003. The increased earnings were primarily attributable to:



Management
believes that the chain can grow to approximately 500 stores from the fiscal 2003 year-end base of 210 stores. The Company plans to open between 55 to 65
stores in fiscal 2004 and between 75 to 100 stores each year thereafter to grow the chain to the 500 store level. The store growth is part of a strategic plan the Company initiated in fiscal 2000. In
the past four years, the Company has continued to increase the number of store openings as infrastructure and performance has improved. As such, there were ten new stores opened in fiscal 2000
(including two factory stores), 21 new stores in fiscal 2001, 25 new stores in fiscal 2002 and 50 new stores in fiscal 2003. Fiscal 2004 store openings are currently scheduled as follows: 10 stores in
the first quarter (five of which were opened as of April 7, 2004); 10 stores in the second quarter and the rest thereafter.

Capital
expenditures should range between $17 and $20 million in fiscal 2004, primarily to fund the opening of approximately 55 to 65 new stores, the renovation and/or relocation
of at least two major stores, an expansion in distribution center capacity, and the implementation of various systems initiatives. The Company also expects inventories to increase in 2004 to support
new store openings, sales growth in existing segments and other initiatives.

The
Company amended its Credit Agreement with its bank in January, 2004 extending the term to April, 2008 and increasing its available borrowings up to $125 million, if needed and
if supported by its borrowing base formula under the Credit Agreement. The amended agreement increased the borrowing capacity from $75 million.

The
Company's availability in excess of outstanding borrowings, as supported by the existing borrowing base under its Credit Agreement, was $52.4 million at January 31,
2004 compared with $43.1 million at the same time in fiscal 2002. Total bank debt outstanding under the Credit Agreement, excluding mortgages and long-term notes, was
$20.6 million at January 31, 2004 compared with $0.1 million at February 1, 2003. The increased debt compared with last year is primarily a result of the funding of
inventories to support new store growth and to build the basic inventory levels as part of an always-in-stock program.

Common Stock Dividend.On January 13, 2004, the Company's Board of Directors declared a 50% Common stock dividend
payable on February 18, 2004 to stockholders of record as of January 30,

14

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2004.
All historical weighted average share and per share amounts and all references to the number of common shares elsewhere in the consolidated financial statements, and notes thereto have been
restated to reflect the stock dividend.

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements, a number of assumptions and estimates are made that, in the judgment of management, are proper in light of
existing general economic and Company-specific circumstances. The Company believes the following critical accounting policies require management's most significant judgments and estimates in preparing
the Consolidated Financial Statements. For a detailed discussion on the application of these and other accounting policies, see Note 1 in the Consolidated Financial Statements.



While
the Company has taken reasonable care in preparing these estimates and making these judgments, actual results could and probably will differ from the estimates. Management believes
that any difference in the actual results from the estimates will not have a material effect upon the Company's financial position or results of operations.

15

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Results of Operations

The following table is derived from the Company's Consolidated Statements of Income and sets forth, for the periods indicated, the items included in the
Consolidated Statements of Income expressed as a percentage of net sales.

Percentage of
Net Sales
Fiscal Year2001

2002

2003Net sales

100
%
100
%
100
%Cost of goods sold

48.2

45.1

42.5Gross profit

51.8

54.9

57.5Sales and marketing expenses

36.0

36.6

36.6General and administrative expenses

10.1

10.0

10.2Store opening costs

0.2

0.2

0.5One-time charge

0.1



Operating income

5.4

8.1

10.2Interest expense, net

0.6

0.4

0.6Income before provision for income taxes

4.8

7.7

9.6Provision for income taxes

1.7

3.2

4.1Net income

3.1
%
4.5
%
5.5
%


Fiscal 2003 Compared to Fiscal 2002

Net SalesNet sales increased 23.1% to $299.7 million in fiscal 2003 compared with $243.4 million in fiscal
2002. Total full-line store sales increased 24.5% in fiscal 2003 due primarily to a 8.2% increase in comparable store sales and the opening of new stores as shown below. Direct marketing
sales increased 16.8% due primarily to improved targeting of catalog recipients, an increase in the internet customer database and internet affiliates. The catalog circulation was 7.8 million
in fiscal 2003 compared to 8.0 million in fiscal 2002.

The
increase in net sales were driven primarily by increases in sales of suits, shirts and ties and increases in sales of more luxurious Signature and Signature Gold products. For fiscal
2003 and 2002, suits represented approximately 27% of total merchandise sales. Net sales also increased as a result of the opening of new stores as follows:

|                                         |               | Fiscal 2002 |    | Fiscal 2003
|---------------------------------------- | ------------- | ----------- | -- | -----------
|
|Stores open at the beginning of the year |               | 135         |    | 735        
|                                         | Stores opened |             | 25 |            
|                                         | Stores closed |             |   |            
|                                         |               |             |    |            
|Stores open at the end of the year       |               | 160         |    | 846        
|                                         |               |             |    |            

---

Comparable
store sales include merchandise sales generated in full-line and factory stores, excluding stores that had new stores opened in their immediate market area (within
zero to ten miles) in the past 12 months. New stores are added to the comparable store base at the beginning of the second fiscal year after they open. As such, a new store may be excluded from
comparable store sales for the first 13 to 23 months of operation. Franchise stores are not included in comparable store sales.

16

---

Comparable
store sales include catalog purchases made by customers while shopping in stores which are included in the comparable store base.

Gross ProfitGross profit (net sales less cost of goods sold) increased to $172.3 million or 57.5% of net sales in
fiscal 2003 from $133.6 million or 54.9% of net sales in fiscal 2002, an increase of 260 basis points. The increased gross profit percentage is primarily due to the continued improvement in
sourcing of merchandise, thus reducing the cost of items purchased and increases in retail prices primarily as sales of more luxurious Signature and Signature Gold products increased. Gross profit
margins increased in substantially all major product categories. The Company is continuing its efforts to achieve further increases in gross profit percent of sales in the future, with at least a 100
basis point
improvement expected in fiscal 2004 and potential for further increases in fiscal 2005 and beyond depending on market conditions.

Sales and Marketing ExpensesSales and marketing expenses, which consist primarily of a) full-line store,
factory store and direct marketing occupancy, payroll, selling and other variable costs and b) total Company advertising and marketing expenses, increased to $109.7 million or 36.6% of
sales in fiscal 2003 from $89.0 million or 36.6% of sales in fiscal 2002. The $20.7 million increase in sales and marketing expenses relates primarily to a) $17.5 million
of additional costs incurred in the 25 stores opened in fiscal 2002 and the 50 stores which opened in fiscal 2003 and b) $2.5 million additional costs related to expenses in the stores
which were open prior to fiscal 2002. The Company expects sales and marketing expenses to increase in fiscal 2004 primarily as a result of opening 55 to 65 new stores, the full year operation of
stores that were opened during fiscal 2003, and an increase in advertising expenditures.

General and Administrative ExpensesGeneral and administrative expenses, which consist primarily of corporate payroll costs
and overhead and distribution center costs, increased to $30.6 million or 10.2% of sales in fiscal 2003 from $24.3 million or 10.0% in fiscal 2002. The increases were primarily due to
higher payroll and payroll related costs, travel related costs and other expenses related to business expansion and higher distribution center costs as the volume of units processed increased.
Continued growth in stores and the direct segment may result in increases in these expenses.

Store Opening CostsStore opening costs, which include the initial promotional advertising costs as well as other
start-up costs such as travel for recruitment, training and setup of new stores, increased $1.0 million due primarily to the opening of 50 stores in fiscal 2003 compared with 25
stores in fiscal 2002. The increase was also due to the Company spending more on marketing new store openings to support several new store grand opening events to increase new store awareness.

Interest Expense, netInterest expense increased $0.5 million due primarily to higher borrowing levels due to higher
inventory and capital expenditures related to the opening of new stores and growth of inventory. Average monthly borrowings increased $18.9 million to $33.4 million in fiscal 2003
compared with $14.5 million in fiscal 2002. Management expects peak borrowing levels and interest to increase in fiscal 2004 to fund the opening of additional stores.

Provision for Income TaxesThe effective income tax rate for fiscal 2003 increased to 42.5% as compared with 41.3% for fiscal
2002 as a result of higher non-deductible compensation under Section 162(m) of the Internal Revenue Code and higher state taxes.

Fiscal 2002 Compared to Fiscal 2001

Net SalesNet sales increased 15.4% to $243.4 million in fiscal 2002 compared with $211.0 million in fiscal
2001. Total full-line store sales increased 14.1% in fiscal 2002 due primarily to a 5.6% increase in comparable store sales and the opening of new stores as shown below. Direct marketing
sales increased 23% due primarily to catalog circulation increasing 1.0 million to 8.0 million in fiscal 2002 from 7.0 million in fiscal 2001, an increase in the internet customer
database and internet affiliates.

17

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The
following table summarizes the number of stores and square feet of leased space for fiscal 2001 and fiscal 2002.

|                                         |               | Fiscal 2001 |    | Fiscal 2002
|---------------------------------------- | ------------- | ----------- | -- | -----------
|
|Stores open at the beginning of the year |               | 116         |    | 642        
|                                         | Stores opened |             | 21 |            
|                                         | Stores closed |             | (2 | )          
|                                         |               |             |    |            
|Stores open at the end of the year       |               | 135         |    | 735        
|                                         |               |             |    |            

---

The
sales increases were led by the more formal part of the business (suits, dress shirts and ties) as there has been a gradual shift to more formal dress codes in some workplaces.

Comparable
store sales include merchandise sales generated in full-line and factory stores, excluding stores that had new stores opened in their immediate market area (within
zero to ten miles) in the past 12 months. New stores are added to the comparable store base at the beginning of the second fiscal year after they open. As such, a new store may be excluded from
comparable store sales for the first 13 to 23 months of operation. Franchise stores are not included in comparable store sales. Comparable store sales include catalog purchases made by
customers while shopping in stores which are included in the comparable store base.

Gross ProfitGross profit increased to $133.6 million or 54.9% of net sales in fiscal 2002 from $109.4 million
or 51.8% of net sales in fiscal 2001, an increase of 310 basis points. The increase, as a percent of sales, was due to improved purchasing, the continued improvement in the management of markdowns at
a very detailed level and selected retail price increases.

Sales and Marketing ExpensesSales and marketing expenses increased to $89.0 million or 36.6% of sales in fiscal 2002
from $76.0 million or 36.0% of sales in fiscal 2001. The $13.0 million increase in sales and marketing expenses relates primarily from an $8.9 million increase in payroll, rent
and other operating costs of new stores, as well as $2.9 million additional advertising cost for all stores and a $0.8 million increase in catalog/internet variable expenses resulting
from higher net sales. This increase, as a percent of sales, is primarily due to less leverage on the start up of new stores' payroll and rent. This occurred primarily from sales during the first full
year of operation of typical new stores being lower than the average of mature stores while the payroll and occupancy cost are similar to the mature stores.

General and Administrative ExpensesGeneral and administrative expenses increased to $24.3 million or 10.0% of sales in
fiscal 2002 from $21.3 million or 10.1% in fiscal 2001. The increase was primarily due to higher incentive compensation ($1.1 million), payroll, payroll taxes and group insurance costs
($0.9 million) and various administrative costs ($1.0 million). The increase in administrative costs was primarily to support expansion.

Store Opening CostsStore opening costs, which include the initial promotional advertising costs as well as other
start-up costs such as travel for recruitment, training and setup of new stores, increased $.1 million due primarily to the opening of 25 stores in fiscal 2002 compared with 21
stores in fiscal 2001.

Interest Expense, netInterest expense decreased $.3 million due primarily to lower borrowing levels and lower interest
rates on borrowings which are tied to the London Interbank Offering Rate (LIBOR) and prime rates. Average monthly borrowings decreased $4.3 million to $14.5 million in fiscal 2002
compared with $18.8 million in fiscal 2001.

18

---



Provision for Income TaxesThe effective income tax rate for fiscal 2002 increased to 41.3% as compared with 35.5% for fiscal
2001 as a result of higher state taxes, higher non-deductible compensation under Section 162(m) of the Internal Revenue Code and higher marginal federal income tax rates as income
extends into higher tax brackets.

Liquidity and Capital Resources

The Company maintains a bank credit agreement (the "Credit Agreement"), which provides for a revolving loan whose limit is determined by a formula based on the
Company's inventories and accounts receivable. In January 2004, the Company extended the Credit Agreement to April 2008. The amended Credit Agreement increased the available maximum
revolving amount under the facility up to $100 million. In addition, the Company has the option to increase the amount borrowed to $125 million at any time prior to April 30,
2006. The Credit Agreement also includes a) financial covenants concerning minimum EBITDA, b) limitations on capital expenditures and additional indebtedness and c) a restriction
on the payment of dividends. The financial covenants are in effect only if the Company's availability in excess of outstanding borrowings is less than $7.5 million. The Company does not believe
its availability in excess of borrowings will be less than $7.5 million during fiscal 2004. As of January 31, 2004, the Company was in compliance with all loan covenants. Interest rates
under the amended agreement are either at the prime rate or at LIBOR plus 1.5% which are the same rates that existed in fiscal 2003 and fiscal 2002. The agreement also includes provisions for a
seasonal over-advance.

The
Company's availability in excess of outstanding borrowings, as supported by the existing borrowing base under its Credit Agreement, was $52.4 million at January 31,
2004 compared with $43.1 million at the same time in 2002.

The
following table summarizes the Company's sources and uses of funds as reflected in the Condensed Consolidated Statements of Cash Flows (in thousands):

|                                                     |  | Fiscal 2001 |         | Fiscal 2002 |   | Fiscal 2003 |  
|---------------------------------------------------- |  | ----------- | ------- | ----------- | - | ----------- | -
|Cash provided by (used in):                          |  |             |         |             |   |             |  
|Operating activities                                 |  | $           | (1      | )           | $ | 20,189      |  
|Investing activities                                 |  |             | (12,090 | )           |   | (8,290      | )
|Financing activities                                 |  |             | 9,792   |             |   | (4,337      | )
|                                                     |  |             |         |             |   |             |  
|Net increase (decrease) in cash and cash equivalents |  | $           | (2,299  | )           | $ | 7,562       |  
|                                                     |  |             |         |             |   |             |  

Cash
used by the Company's operating activities in fiscal 2003 was primarily the result of higher inventory levels offset, in part, by higher net income before depreciation and
amortization. Finished goods inventories increased by $39.8 million primarily to support new store expansion. Raw material inventories (wool) increased $2.7 million as a result of the
Company's continuing effort to contract directly with clothing manufacturers and cut out the middleman. Cash used in investing activities in fiscal 2003 relates to capital expenditures in 50 new
stores, renovating four major stores, and the expanding of the distribution center to handle at least 400 stores. In Fiscal 2003, $23.1 million of cash was provided by financing activities
primarily to support the increase in inventories necessitated by the Company's expansion and to build the basic inventory levels. The source of these funds was $20.5 million from the Company's
revolving loan under the Credit Agreement and $3.7 million from the proceeds of the exercise of stock options. Also, the Company used $1.1 million for the repayment of
long-term debt.

Cash
provided by the Company's operating activities in fiscal 2002 was primarily the result of higher net income before depreciation and amortization and higher accounts payable offset,
inpart, by higher inventory levels. Inventories increased by $13.6 million to support new store expansion and higher raw material balance as the Company is expanding the use of direct contract
manufacturers.

19

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Accounts
payable increased $12.8 million due primarily to the increase and timing of purchases. Cash used in investing activities in fiscal 2002 relates to capital expenditures in 25 new
stores, purchase of a used corporate aircraft to facilitate visiting the increasing number of stores and expansion of the capacity of the distribution center and corporate office. Cash used in
financing activities in fiscal 2002 relates primarily to paying down the revolving loan under the Credit Agreement, net of the issuance of term debt of $4.7 million.

For
fiscal 2004, the Company expects to spend between $17 to $20 million on capital expenditures, primarily to fund the opening of approximately 55 to 65 new stores, the
renovation and/or relocation of at least two major stores, an expansion of distribution center capacity and the implementation of various systems initiatives. Management believes that the Company's
cash from operations and availability under its Credit Agreement will be sufficient to fund its planned capital expenditures and operating expenses for fiscal 2004. The cost to open new stores is net
of negotiated landlord contributions to help fund the construction of leasehold improvements for new stores. These amounts are typically paid by the landlords after the completion of construction by
the Company and the receipt of appropriate lien waivers from contractors. For the stores opened and renovated in 2003, the Company negotiated approximately $9.0 million of landlord
contributions of which $6.1 million were collected by year-end. The balance is expected to be received in 2004.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than its operating lease agreements and letters of credit outstanding under its bank credit
activity as discussed below.

Disclosures about Contractual Obligations and Commercial Commitments

The Company's principal commitments are non-cancelable operating leases in connection with its retail stores, certain tailoring spaces and equipment.
Under the terms of certain of these leases, the Company is required to pay a base annual rent plus a contingent amount based on sales. In addition, many of these leases include scheduled rent
increases.

The
following table reflects a summary of the Company's contractual cash obligations and other commercial commitments as of January 31, 2004:

|                             |  |   |        | Payments Due by Fiscal Year
(in thousands) |   |       
|---------------------------- |  | - | ------ | ------------------------------------------ | - | ------
|
|Long-term debt(a)            |  | $ | 1,245  |                                            | $ | 4,201 
|Operating leases(b)          |  |   | 25,454 |                                            |   | 71,171
|Stand-by Letter-of-credit(c) |  |   | 400    |                                            |   |       
|Purchase Commitment(d)       |  |   | 8,956  |                                            |   |       

---

20

---

Certain Additional Business Risk Factors

The Company's statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company's control that can affect the Company's operating results, liquidity and
financial condition such as risks associated with economic, weather, public health and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and
pricing of goods sold, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from its global supplier base and other
competitive factors. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by
the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its
operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates, and assumes no
obligation to update any of the forward-looking statements. These risks should be carefully reviewed before making any investment decision.





21

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22

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Seasonality

Although variations in sales volumes do exist between quarters, the Company believes the nature of its merchandise helps to stabilize demand between the different
periods of the year. However, as the Company's merchandise continues to include more Corporate Casual and Sportswear and as more new stores are opened in the second half of the year, profits generated
during the fourth quarter have become a larger portion of annual profits.

Item 7a.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At January 31, 2004, there were no derivative financial instruments. In addition, the Company does not believe it is materially at risk for changes in
market interest rates or foreign currency fluctuations. The Company's interest on borrowings under its Credit Agreement is at a variable rate based on the prime rate or a spread over the LIBOR. A 100
basis point change in interest rate would have changed interest expense, net by approximately $0.3 million in fiscal 2003.

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements listed in Item 15(a) 1 and 2 are included in the Report beginning on page F-1.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTS AND FINANCIAL DISCLOSURE

None.

Item 9A.    CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, the Company carried out, under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and
procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in timely alerting them to material information which is required to be included in the periodic reports that the Company must file with
the Securities and Exchange Commission.

There
have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company
completed its evaluation.

PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Item 10, other than the following information concerning the Company's code of ethics, is omitted by the Company in accordance with General Instruction G to
Form 10-K. The Company will disclose the information required under this item either by (a) incorporating the information by reference from the Company's definitive proxy
statement if filed by May 31, 2004 (the first business day following 120 days from the close of its fiscal year ended January 31, 2004) or (b) filing an amendment to this
Form 10-K which contains the required information by May 31, 2004.

The
Company has adopted a "code of ethics" as defined by applicable rules of the Securities and Exchange Commission and the NASDAQ Stock Market, which is applicable to, among others, its
chief

23

---

executive
officer, chief financial officer, principal accounting officer and other senior financial and reporting persons and its directors. If the Company makes any amendments to the code of ethics
for its senior officers, financial and reporting persons or directors (other than technical, administrative, or other non-substantive amendments), or grants any waivers, including implicit
waivers, from a provision of this code to such persons, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website or in a report on
Form 8-K filed with the Securities and Exchange Commission.

Item 11.    EXECUTIVE COMPENSATION

Item 11 is omitted by the Company in accordance with General Instruction G to Form 10-K. The Company will disclose the information required
under this item either by (a) incorporating the information by reference from the Company's definitive proxy statement if filed by May 31, 2004 (the first business day following
120 days from the close of its fiscal year ended January 31, 2004) or (b) filing an amendment to this Form 10-K which contains the required information by
May 31, 2004.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item
12 is omitted by the Company in accordance with General Instruction G to Form 10-K. The Company will disclose the information required under this item either by
(a) incorporating the information by reference from the Company's definitive proxy statement if filed by May 31, 2004 (the first business day following 120 days from the
close of its fiscal year ended January 31, 2004) or (b) filing an amendment to this Form 10-K which contains the required information by May 31, 2004.

Item 13.    CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

Item 13 is omitted by the Company in accordance with General Instruction G to Form 10-K. The Company will disclose the information required
under this item either by (a) incorporating the information by reference from the Company's definitive proxy statement if filed by May 31, 2004 (the first business day following
120 days from the close of its fiscal year ended January 31, 2004) or (b) filing an amendment to this Form 10-K which contains the required information by
May 31, 2004.

24

---



Item 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

Item 14 is omitted by the Company in accordance with General Instruction G to Form 10-K. The Company will disclose the information required
under this item either by (a) incorporating the information by reference from the Company's definitive proxy statement if filed by May 31, 2004 (the first business day following
120 days from the close of its fiscal year ended January 31, 2004) or (b) filing an amendment to this Form 10-K which contains the required information by
May 31, 2004.

PART IV

Item 15.    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

|                                                                                                                            |  | Page
|--------------------------------------------------------------------------------------------------------------------------- |  | ----
|Independent Auditors' ReportFebruary 1, 2003 and January 31, 2004 and for the years
then ended                             |  | F-1 
|Independent Accountants' Reportfor the year ended February 2, 2002                                                         |  | F-2 
|Consolidated Balance Sheets as of February 1, 2003 and January 31, 2004                                                     |  | F-3 
|Consolidated Statements of Income for the Years Ended February 2, 2002, February 1, 2003 and January 31, 2004               |  | F-4 
|Consolidated Statements of Stockholders' Equity for the Years Ended February 2, 2002,
February 1, 2003 and January 31, 2004 |  | F-5 
|Consolidated Statements of Cash Flows for the Years Ended February 2, 2002, February 1, 2003 and January 31, 2004           |  | F-6 
|Notes to Consolidated Financial Statements                                                                                  |  | F-7 

All
required information is included within the Consolidated Financial Statements and the notes thereto.

25

---

|         |  |   |  |                                                                                                                                                                                                                                              
|-------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1      |  |  |  | Restated Certificate of Incorporation of the Company.*1                                                                                                                                                                                      
|3.2      |  |  |  | By-laws of the Company, together with all amendments thereto.*1                                                                                                                                                                              
|3.2(a)   |  |  |  | Amended and Restated By-Laws of the Company as of April 15, 2003,*14                                                                                                                                                                         
|4.1      |  |  |  | Form of Common Stock certificate.*1                                                                                                                                                                                                          
|4.2      |  |  |  | Amended and Restated Stockholders Agreement, dated as of January 29, 1994, among the parties named therein.*1                                                                                                                                
|4.3      |  |  |  | Rights Agreement dated as of September 19, 1997*5                                                                                                                                                                                            
|4.4      |  |  |  | Certificate of Designation governing the Company's Series A Preferred Stock*5                                                                                                                                                                
|10.1     |  |  |  | 1994 Incentive Plan*1                                                                                                                                                                                                                        
|10.1(a)  |  |  |  | Amendments to Incentive Plan dated as of October 6, 1997, *6                                                                                                                                                                                 
|10.4     |  |  |  | Amended and Restated Credit Agreement, dated as of January 6, 2004, by and among Jos. A. Bank Clothiers, Inc. certain Lenders which are signatures thereto and Wells Fargo Retail Finance II, LLC, as agent
for such Lenders (filed herewith)
|10.8(a)  |  |  |  | Amended and Restated Employment Agreement, dated as of September 19, 1997, between David E. Ullman and Jos. A. Bank Clothiers, Inc., *6                                                                                                      
|10.8(b)  |  |  |  | Amended and Restated Employment Agreement dated May 15, 2002 between David E. Ullman and Jos. A. Bank Clothiers, Inc., *12 (Contract renewal)                                                                                                
|10.8(c)  |  |  |  | First Amendment to Amended and Restated Employment Agreement dated April 30, 2003 between David E. Ullman and Jos. A. Bank Clothiers, Inc., filed*14                                                                                         
|10.9     |  |  |  | Jos. A. Bank Clothiers, Inc. Retirement and Savings Plan and Trust Agreement as amended and restated effective April 1, 1994.*4                                                                                                              
|10.10    |  |  |  | Collective Bargaining Agreement between Retail Employees Union Local 340, Amalgamated Clothing and Textile Workers Union, AFL-CIO and Jos. A. Bank Clothiers, Inc.*4                                                                         
|10.12    |  |  |  | Employment Agreement, dated September 19, 1997, between Gary W. Cejka and Jos. A. Bank Clothiers, Inc., *6                                                                                                                                   
|10.13    |  |  |  | Employment Agreement, dated September 19, 1997, between Charles D. Frazer and Jos. A. Bank Clothiers, Inc., *6                                                                                                                               
|10.13(a) |  |  |  | Amendment to the Employment Agreement dated February 14, 1999 between Charles D. Frazer and Jos. A. Bank Clothiers, Inc., *7                                                                                                                 
|10.13(b) |  |  |  | Amended and Restated Employment Agreement dated May 15, 2002 between Charles D. Frazer and Jos. A.Bank Clothiers, Inc., *12 (Contract renewal)                                                                                               
|10.13(c) |  |  |  | First Amendment to Amended and Restated Employment Agreement dated April 30, 2003 Charles D. Frazer and Jos. A. Bank Clothiers, Inc.,*14                                                                                                     
|10.15(a) |  |  |  | Employment Agreement dated November 1, 1999 between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.,*8                                                                                                                                   
|10.16    |  |  |  | Amendment to Employment Agreement dated March 6, 2000 between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.,*9                                                                                                                         
|10.17    |  |  |  | Employment Agreement dated November 30, 1999 between Robert Hensley and Jos. A. Bank Clothiers, Inc., *8                                                                                                                                     
|10.17(a) |  |  |  | First Amendment, dated as of January 1, 2001, to Employment Agreement between Robert Hensley and Jos. A. Bank Clothiers, Inc., *10                                                                                                           
|10.17(b) |  |  |  | Second Amendment, dated as of March 16, 2001, to Employment Agreement between Robert Hensley and Jos. A. Bank Clothiers, Inc.,*10                                                                                                            
|10.17(c) |  |  |  | Third Amendment, dated as of April 15, 2002, to Employment Agreement between Robert Hensley and Jos. A. Bank Clothiers, Inc., *11                                                                                                            
|10.17(d) |  |  |  | Fourth Amendment to Employment Agreement dated May 28, 2002 between Robert Hensley and Jos. A. Bank Clothiers, Inc., *12                                                                                                                     
|10.17(e) |  |  |  | Fifth Amendment to Employment Agreement dated April 30, 2003 Robert Hensley and Jos. A. Bank Clothiers, Inc.,*14                                                                                                                             
|10.18    |  |  |  | Employment Agreement dated December 21, 1999 between R. Neal Black and Jos. A. Bank Clothiers, Inc., *9                                                                                                                                      
|10.18(a) |  |  |  | First Amendment dated as of March 16, 2001, to Employment Agreement between R. Neal Black and Jos. A. Bank Clothiers, Inc., *10                                                                                                              
|         |  |   |  |                                                                                                                                                                                                                                              

26

---

|10.18(b) |  |  |  | Second Amendment dated as of April 15, 2002, to Employment Agreement between Neal Black and Jos. A. Bank Clothiers, Inc., *11                  
|-------- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|10.18(c) |  |  |  | Third Amendment to Employment Agreement dated May 29, 2002 between R. Neal Black and Jos. A. BankClothiers, Inc., *12                          
|10.18(d) |  |  |  | Fourth Amendment to Employment Agreement dated April 30, 2003 R. Neal Black and Jos. A. Bank Clothiers, Inc., *14                              
|10.19    |  |  |  | Collective Bargaining Agreement dated March 1, 2000 by and between Joseph A. Bank Mfg. Co., Inc. and Baltimore Regional Joint Board, UNITE, *10
|10.20    |  |  |  | Employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc. to Jerry DeBoer, *10                                       
|10.21    |  |  |  | Employment Offer Letter dated September 18, 2000 between Gary Merry and Jos. A. Bank Clothiers, Inc., *12                                      
|10.22    |  |  |  | Third Amendment to Employment Agreement dated October 2, 2003 between Robert N. Wildrick and the Company.*13                                   
|21.1(b)  |  |  |  | Company subsidiaries, *10                                                                                                                      
|23       |  |  |  | Consent of KPMG LLP, filed herewith                                                                                                            
|31.1     |  |  |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                       
|31.2     |  |  |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                       
|32.1     |  |  |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                       
|32.2     |  |  |  | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                       
|*1       |  |   |  | Incorporated by reference to the Company's Registration Statement on Form S-1 filed May 3, 1994.                                               
|*4       |  |   |  | Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended February 1, 1997.                                     
|*5       |  |   |  | Incorporated by reference to the Company's Form 8-K dated September 22, 1997.                                                                  
|*6       |  |   |  | Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended January 31, 1998.                                     
|*7       |  |   |  | Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended January 30, 1999.                                     
|*8       |  |   |  | Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended October 30, 1999.                               
|*9       |  |   |  | Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended January 29, 2000.                                     
|*10      |  |   |  | Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended February 3, 2001.                                     
|*11      |  |   |  | Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended February 2, 2002.                                     
|*12      |  |   |  | Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended May 4, 2002.                                    
|*13      |  |   |  | Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended November 1, 2003.                               
|*14      |  |   |  | Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended February 1, 2003.                                     

Pursuant
to the requirements Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hampstead, State of Maryland, on April 15, 2004.

27

---

JOS. A. BANK CLOTHIERS, INC.  (registrant)    By: /s/ ROBERT N. WILDRICK  ROBERT N. WILDRICK  CHIEF EXECUTIVE OFFICER AND PRESIDENT

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates
indicated.

|Name                  |  | Title                                                                         |  | Date          
|--------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|/s/ROBERT N. WILDRICK |  | Director, Chief Executive Officer and President (Principal Executive Officer) |  | April 15, 2004
|/s/R. NEAL BLACK      |  | Executive Vice President, Marketing & Merchandising                           |  | April 15, 2004
|/s/ROBERT B. HENSLEY  |  | Executive Vice President, Stores & Operations                                 |  | April 15, 2004
|/s/DAVID E. ULLMAN    |  | Executive Vice President, Chief Financial Officer                             |  | April 15, 2004
|/s/RICHARD E. PITTS   |  | Vice PresidentTreasurer (Principal Accounting Officer)                       |  | April 15, 2004
|/s/ANDREW H. GIORDANO |  | Director, Chairman of the Board                                               |  | April 15, 2004
|/s/GARY S. GLADSTEIN  |  | Director                                                                      |  | April 15, 2004
|/s/DAVID A. PREISER   |  | Director                                                                      |  | April 15, 2004

---



Independent Auditors' Report

The
Board of Directors
of Jos. A. Bank Clothiers, Inc.:

We
have audited the accompanying consolidated balance sheets of Jos. A. Bank Clothiers, Inc. and subsidiaries as of February 1, 2003 and January 31, 2004 and the
related consolidated statements of income, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated statements of income, stockholders' equity and cash flows of Jos. A. Bank
Clothiers, Inc. and subsidiaries for the year ended February 2, 2002 were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those
consolidated financial statements in their report dated March 15, 2002.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jos. A. Bank Clothiers, Inc. and
subsidiaries as of February 1, 2003 and January 31, 2004, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

/s/
KPMG LLP
Baltimore, Maryland
March 25, 2004

F-1

---

The following report is a copy of a report previously issued by Arthur Andersen LLP ("Andersen"), which report has not been reissued by Andersen.

Report of independent public accountants

To the Board of Directors and Shareholders
of Jos. A. Bank Clothiers, Inc.:

We
have audited the accompanying consolidated balance sheets of Jos. A. Bank Clothiers, Inc. (a Delaware corporation) and subsidiaries as of February 3, 2001 and
February 2, 2002, and the related consolidated statements of income, shareholders' equity and cash flows for the years ended January 29, 2000, February 3, 2001, and
February 2, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jos. A. Bank Clothiers, Inc. and subsidiaries as of
February 3, 2001, and February 2, 2002, and the results of their operations and their cash flows for the years ended January 29, 2000, February 3, 2001, and
February 2, 2002, in conformity with accounting principles generally accepted in the United States.

/s/
Arthur Andersen LLP
Baltimore, Maryland
March 15, 2002

F-2

---



JOS. A. BANK CLOTHIERS, INC.        CONSOLIDATED BALANCE SHEETS        FEBRUARY 1, 2003 AND JANUARY 31, 2004        (In Thousands, Except Share and Per Share Information)

|                                     |                                                                                                                                                                                         | February 1, 2003                           |   | January 31, 2004 |        
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | - | ---------------- | -------
|ASSETS                               |                                                                                                                                                                                         |                                            |   |                  |        
|CURRENT ASSETS:                      |                                                                                                                                                                                         |                                            |   |                  |        
|                                     | Cash and cash equivalents                                                                                                                                                               |                                            | $ | 8,389            |        
|                                     | Accounts receivable, net                                                                                                                                                                |                                            |   | 2,830            |        
|                                     | Inventories, net                                                                                                                                                                        |                                            |   | 78,256           |        
|                                     | Prepaid expenses and other current assets                                                                                                                                               |                                            |   | 7,071            |        
|                                     | Deferred income taxes                                                                                                                                                                   |                                            |   | 54               |        
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|                                     |                                                                                                                                                                                         | Total current assets                       |   |                  | 96,600 
|NONCURRENT ASSETS:                   |                                                                                                                                                                                         |                                            |   |                  |        
|                                     | Property, plant and equipment, net                                                                                                                                                      |                                            |   | 37,238           |        
|                                     | Other noncurrent assets                                                                                                                                                                 |                                            |   | 874              |        
|                                     | Deferred income taxes                                                                                                                                                                   |                                            |   | 1,420            |        
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|                                     |                                                                                                                                                                                         | Total assets                               |   | $                | 136,132
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                                                                         |                                            |   |                  |        
|CURRENT LIABILITIES:                 |                                                                                                                                                                                         |                                            |   |                  |        
|                                     | Accounts payable                                                                                                                                                                        |                                            | $ | 29,373           |        
|                                     | Accrued expenses                                                                                                                                                                        |                                            |   | 24,143           |        
|                                     | Current portion of long-term debt                                                                                                                                                       |                                            |   | 1,195            |        
|                                     | Deferred income taxes                                                                                                                                                                   |                                            |   |                 |        
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|                                     |                                                                                                                                                                                         | Total current liabilities                  |   |                  | 54,711 
|NONCURRENT LIABILITIES:              |                                                                                                                                                                                         |                                            |   |                  |        
|                                     | Long-term debt, net of current portion                                                                                                                                                  |                                            |   | 9,324            |        
|                                     | Noncurrent lease obligations                                                                                                                                                            |                                            |   | 3,684            |        
|                                     | Other noncurrent liabilities                                                                                                                                                            |                                            |   | 2,765            |        
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|                                     |                                                                                                                                                                                         | Total liabilities                          |   |                  | 70,484 
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|COMMITMENTS AND CONTINGENCIES        |                                                                                                                                                                                         |                                            |   |                  |        
|STOCKHOLDERS' EQUITY:                |                                                                                                                                                                                         |                                            |   |                  |        
|                                     | Preferred stock, $1.00 par, 500,000 shares authorized, none issued
or outstanding                                                                                                       |                                            |   |                 |        
|                                     | Common stock, $.01 par, 30,000,000 shares authorized, 10,956,994 issued and 9,298,272 outstanding at February 1, 2003, 12,207,044 issued and 10,548,321 outstanding at January 31, 2004 |                                            |   | 110              |        
|                                     | Additional paid-in capital                                                                                                                                                              |                                            |   | 58,968           |        
|                                     | Retained earnings                                                                                                                                                                       |                                            |   | 11,628           |        
|                                     | Treasury stock 1,658,723 shares of common stock                                                                                                                                         |                                            |   | (5,058           | )      
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|                                     |                                                                                                                                                                                         | Total stockholders' equity                 |   |                  | 65,648 
|                                     |                                                                                                                                                                                         |                                            |   |                  |        
|                                     |                                                                                                                                                                                         | Total liabilities and stockholders' equity |   | $                | 136,132
|                                     |                                                                                                                                                                                         |                                            |   |                  |        

The
accompanying notes are an integral part of these consolidated financial statements.

F-3

---



JOS. A. BANK CLOTHIERS, INC.        CONSOLIDATED STATEMENTS OF INCOME        FISCAL 2001, 2002 AND 2003        (In Thousands, Except Per Share Information)

|                                         |                            | Fiscal 2001 |         | Fiscal 2002 |   | Fiscal 2003
|---------------------------------------- | -------------------------- | ----------- | ------- | ----------- | - | -----------
|NET SALES                                |                            | $           | 211,029 |             | $ | 243,436    
|Cost of goods sold                       |                            |             | 101,676 |             |   | 109,836    
|                                         |                            |             |         |             |   |            
|GROSS PROFIT                             |                            |             | 109,353 |             |   | 133,600    
|                                         |                            |             |         |             |   |            
|OPERATING EXPENSES:                      |                            |             |         |             |   |            
|                                         | Sales and marketing        |             |         | 75,968      |   |            
|                                         | General and administrative |             |         | 21,290      |   |            
|                                         | Store opening costs        |             |         | 405         |   |            
|                                         | One-time charge            |             |         | 210         |   |            
|                                         |                            |             |         |             |   |            
|Total operating expenses                 |                            |             | 97,873  |             |   | 113,853    
|                                         |                            |             |         |             |   |            
|OPERATING INCOME                         |                            |             | 11,480  |             |   | 19,747     
|Interest expense, net                    |                            |             | 1,364   |             |   | 1,098      
|                                         |                            |             |         |             |   |            
|Income before provision for income taxes |                            |             | 10,116  |             |   | 18,649     
|Provision for income taxes               |                            |             | 3,595   |             |   | 7,702      
|                                         |                            |             |         |             |   |            
|NET INCOME                               |                            | $           | 6,521   |             | $ | 10,947     
|                                         |                            |             |         |             |   |            
|EARNINGS PER SHARE                       |                            |             |         |             |   |            
|Net income:                              |                            |             |         |             |   |            
|                                         | Basic                      |             | $       | 0.73        |   | $          
|                                         | Diluted                    |             | $       | 0.70        |   | $          
|Weighted average shares outstanding:     |                            |             |         |             |   |            
|                                         | Basic                      |             |         | 8,936       |   |            
|                                         | Diluted                    |             |         | 9,306       |   |            

The
accompanying notes are an integral part of these consolidated financial statements.

F-4

---



JOS. A. BANK CLOTHIERS, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        FISCAL 2001, 2002 AND 2003        (In Thousands, Except Share Information)

|                                                                                                                               |  | Common
stock |     | Additional
paid-in
capital |   | Retained
earnings
(accumulated
deficit) |  | Treasury
stock |        | Total
stockholders'
equity
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | --- | -------------------------- | - | --------------------------------------- |  | -------------- | ------ | --------------------------
|BALANCE, February 3, 2001                                                                                                      |  | $            | 107 |                            | $ | 56,499                                  |  | $              | (5,840 | )                         
|                                                                                                                               |  |              |     |                            |   |                                         |  |                |        |                           
|Net income                                                                                                                     |  |              |    |                            |   |                                        |  |                | 6,521  |                           
|Net proceeds from issuance of of common stock (8,025 shares) pursuant to Incentive Option Plan                                 |  |              |    |                            |   | 23                                      |  |                |       |                           
|                                                                                                                               |  |              |     |                            |   |                                         |  |                |        |                           
|BALANCE, February 2, 2002                                                                                                      |  | $            | 107 |                            | $ | 56,522                                  |  | $              | 681    |                           
|                                                                                                                               |  |              |     |                            |   |                                         |  |                |        |                           
|Net income                                                                                                                     |  |              |    |                            |   |                                        |  |                | 10,947 |                           
|Net proceeds from issuance of common stock (356,807 shares) pursuant to Incentive Option Plan                                  |  |              | 3   |                            |   | 1,779                                   |  |                |       |                           
|Income tax benefit from exercise of non-qualified stock options                                                                |  |              |    |                            |   | 667                                     |  |                |       |                           
|                                                                                                                               |  |              |     |                            |   |                                         |  |                |        |                           
|BALANCE, FEBRUARY 1, 2003                                                                                                      |  | $            | 110 |                            | $ | 58,968                                  |  | $              | 11,628 |                           
|                                                                                                                               |  |              |     |                            |   |                                         |  |                |        |                           
|Net income                                                                                                                     |  |              |    |                            |   |                                        |  |                | 16,603 |                           
|Net proceeds from issuance of common stock (1,250,049 shares) pursuant to Incentive Option Plan and stock compensation expense |  |              | 12  |                            |   | 3,711                                   |  |                |       |                           
|Income tax benefit from exercise of non-qualified stock options                                                                |  |              |    |                            |   | 1,528                                   |  |                |       |                           
|                                                                                                                               |  |              |     |                            |   |                                         |  |                |        |                           
|BALANCE, JANUARY 31, 2004                                                                                                      |  | $            | 122 |                            | $ | 64,207                                  |  | $              | 28,231 |                           
|                                                                                                                               |  |              |     |                            |   |                                         |  |                |        |                           

The
accompanying notes are an integral part of these consolidated financial statements.

F-5

---



JOS. A. BANK CLOTHIERS, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        FISCAL 2001, 2002 AND 2003        (In Thousands)

|                                                                                            |                                                                 | Fiscal 2001 |       | Fiscal 2002 |   | Fiscal 2003 |        
|------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ----------- | ----- | ----------- | - | ----------- | -------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |                                                                 |             |       |             |   |             |        
|                                                                                            | Net income                                                      |             | $     | 6,521       |   | $           | 10,947 
|Adjustments to reconcile net income to net cash provided by
(used in) operating activities: |                                                                 |             |       |             |   |             |        
|                                                                                            | Deferred tax expense                                            |             |       | 203         |   |             | 2,313  
|                                                                                            | Depreciation and amortization                                   |             |       | 4,941       |   |             | 5,642  
|                                                                                            | Loss on disposition of assets                                   |             |       | 240         |   |             | 50     
|                                                                                            | Income tax benefit from exercise of non-qualified stock options |             |       |            |   |             | 667    
|Changes in assets and liabilities:                                                          |                                                                 |             |       |             |   |             |        
|                                                                                            | (Increase) decrease in accounts receivable                      |             |       | 360         |   |             | (466   
|                                                                                            | Increase in inventories                                         |             |       | (14,193     | ) |             | (13,614
|                                                                                            | Increase in prepaid expenses and other assets                   |             |       | (1,263      | ) |             | (1,296 
|                                                                                            | Increase (decrease) in accounts payable                         |             |       | (135        | ) |             | 12,845 
|                                                                                            | Increase in accrued expenses                                    |             |       | 3,662       |   |             | 2,114  
|                                                                                            | (Decrease) increase in other noncurrent liabilities             |             |       | (337        | ) |             | 987    
|                                                                                            |                                                                 |             |       |             |   |             |        
|                                                                                            | Net cash provided by (used in) operating activities             |             |       | (1          | ) |             | 20,189 
|                                                                                            |                                                                 |             |       |             |   |             |        
|CASH FLOWS USED FOR INVESTING ACTIVITIES:                                                   |                                                                 |             |       |             |   |             |        
|                                                                                            | Payments for capital expenditures                               |             |       | (12,090     | ) |             | (8,290 
|                                                                                            |                                                                 |             |       |             |   |             |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |                                                                 |             |       |             |   |             |        
|                                                                                            | Borrowings under revolving loan agreement                       |             |       | 76,917      |   |             | 40,412 
|                                                                                            | Repayment of borrowings under revolving loan agreement          |             |       | (72,125     | ) |             | (50,190
|                                                                                            | Borrowing of other long-term debt                               |             |       | 5,632       |   |             | 4,675  
|                                                                                            | Repayment of other long-term debt                               |             |       | (655        | ) |             | (1,016 
|                                                                                            | Net proceeds from issuance of common stock                      |             |       | 23          |   |             | 1,782  
|                                                                                            |                                                                 |             |       |             |   |             |        
|                                                                                            | Net cash provided by (used in) financing activities             |             |       | 9,792       |   |             | (4,337 
|                                                                                            |                                                                 |             |       |             |   |             |        
|                                                                                            | Net increase (decrease) in cash and cash equivalents            |             |       | (2,299      | ) |             | 7,562  
|CASH AND CASH EQUIVALENTS, beginning of year                                                |                                                                 |             | 3,126 |             |   | 827         |        
|                                                                                            |                                                                 |             |       |             |   |             |        
|CASH AND CASH EQUIVALENTS, end of year                                                      |                                                                 | $           | 827   |             | $ | 8,389       |        
|                                                                                            |                                                                 |             |       |             |   |             |        

The
accompanying notes are an integral part of these consolidated financial statements.

F-6

---



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FISCAL 2001, 2002 AND 2003  (Amounts in Thousands, Except Per Share Amounts)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Description of BusinessJos. A. Bank Clothiers, Inc. ("Clothiers") is a nationwide retailer of
classic men's clothing through conventional retail stores, catalog and internet direct marketing and franchisees.

Common Stock DividendOn January 13, 2004, the Company's Board of Directors declared a 50% Common stock dividend
payable on February 18, 2004 to stockholders of record as of January 30, 2004. All historical weighted average share and per share amounts and all references to the number of common
shares elsewhere in the consolidated financial statements, and notes thereto have been restated to reflect the stock dividend.

Fiscal YearThe Company maintains its accounts on a fifty-two/fifty-three week fiscal year ending on the Saturday
nearest to January 31. The fiscal years ended February 2, 2002 (fiscal 2001), February 1, 2003 (fiscal 2002) and January 31, 2004 (fiscal 2003), each contained
fifty-two weeks.

Use of EstimatesThe preparation of the consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

ReclassificationsCertain amounts for fiscal 2001 and fiscal 2002 have been reclassified to conform with the presentation in
fiscal 2003.

Principles of ConsolidationThe consolidated financial statements include the accounts of Clothiers and its wholly-owned
subsidiaries (collectively referred to as the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash EquivalentsCash and cash equivalents include overnight investments. Interest expense, net, includes interest
income of approximately $21, $39 and $16 in fiscal 2001, 2002 and 2003, respectively.

Supplemental Cash Flow InformationInterest and income taxes paid were as follows:

Fiscal 2001

Fiscal 2002

Fiscal 2003Interest paid

$
1,240

$
1,021

$
1,474Income taxes paid

$
1,595

$
4,748

$
6,785


InventoriesInventories are stated at the lower of first-in first-out, cost or market. The Company
capitalizes into inventories certain warehousing and delivery costs associated with shipping its merchandise to the point-of-sale.

Marketing ExpensesMarketing expenses, excluding catalog costs, are expensed the first time the marketing takes place.
Marketing expense, excluding catalog costs, was approximately $13,579, $16,455 and $18,599 in fiscal 2001, 2002 and 2003, respectively. These amounts exclude catalog production costs of $5,500, $5,100
and $5,100 for fiscal 2001, 2002 and 2003, respectively and are included in "Sales and Marketing" in the accompanying Consolidated Statements of Income. Costs related to mail order catalogs are
included in prepaid expenses and other current assets. These costs are amortized over the

F-7

---

expected
periods of benefit, which is typically four months. At February 1, 2003 and January 31, 2004 prepaid catalog expenses were approximately $1,054 and $1,080, respectively,
representing expenditures for the applicable subsequent spring catalog.

Property, Plant and EquipmentProperty, plant and equipment are stated at cost. The Company depreciates and amortizes
property, plant and equipment on a straight-line basis over the following estimated useful lives:

Asset Class

Estimated
Useful LivesBuildings and improvements

25 yearsEquipment

3-10 yearsFurniture and fixtures

10 yearsLeasehold improvements

Term of the lease, not to exceed 10 years


Depreciation
and amortization expense of property, plant, and equipment for fiscal 2001, 2002 and 2003 was approximately $4,941, $5,642 and $7,575, respectively. Maintenance and repairs
that do not extend the lives of the assets are expensed as incurred.

Other Noncurrent AssetsOther noncurrent assets includes deferred financing costs and deposits. Deferred financing costs are
amortized as additional interest expense over the remaining term of the debt agreements using the effective interest method. Amortization expense for fiscal 2001, 2002 and 2003 was $19, $26 and $40,
respectively.

Long-Lived AssetsLong-lived assets, such as property, plant, and equipment, subject to depreciation
and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of depreciation and the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Fair Value of Financial InstrumentsFor cash and equivalents, accounts receivable and accounts payable, the carrying amount is
a reasonable estimate of fair value. For long-term debt, rates available for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. As of
February 1, 2003 and January 31, 2004, the fair value of the Company's debt approximated the carrying value.

Revenue and CostsRevenue is recognized at the point-of-sale in the Company's stores and when product
is shipped to the customer for its catalog or internet sales. Credits received from vendors in connection with inventory purchase activities are recognized when the related products are sold and sales
revenue is earned. Initial franchise fees for a store are recognized as revenue when the Company has provided substantially all the initial franchise services. Inventory sales to the franchisees are
recognized when the inventory is shipped and risk of loss transfers to the franchisees. Monthly franchise fees are recognized when earned under the franchise agreements. The Company estimates and
maintains a reserve for sales returns based on historical trends.

F-8

---

Cost
of goods sold includes cost of merchandise, cost of tailoring and freight from vendors to the distribution center and from the distribution center to the stores. Merchandise
management, distribution, warehousing and corporate overhead costs are included in General and Administrative expenses.

Lease ExpenseRent expense on leases, including certain lease incentives, is recorded on a straight-line basis
over the term of the lease and the excess of expense over cash amounts paid are included in "noncurrent lease liabilities" in the accompanying Consolidated Balance Sheets.

Store Opening CostsCosts incurred in connection with initial promotion and other start-up costs, such as travel
for recruitment, training and setup of new store openings, are expensed as incurred.

Income TaxesIncome taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings Per Share("EPS")Basic net income per share is calculated by dividing net income by the weighted average number of
common shares outstanding for the year. Diluted net income per share is calculated by dividing net income by the diluted weighted average common shares, which reflect the potential dilution of stock
options. The weighted average shares used to calculate basic and diluted earnings per share are as follows:

Fiscal 2001

Fiscal 2002

Fiscal 2003Weighted average shares outstanding for basic EPS

8,936

9,225

9,798Dilutive effect of stock options

370

1,362

1,308Weighted average shares outstanding for diluted EPS

9,306

10,587

11,106


The
Company uses the treasury method for calculating the dilutive effect of stock options. The effects on weighted average shares outstanding of options to purchase common stock of the
Company that were not included in the computation of diluted net income per share in fiscal 2001 because the effect would have been anti-dilutive were 444. There were no exclusions in
fiscal 2002 and fiscal 2003.

Proforma Disclosures of Stock-Based CompensationThe Company applies the intrinsic-value-based method of accounting prescribed
by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations including Financial Accounting Standards Board Interpretation
No. 44, "Accounting for Certain Transactions Involving Stock Compensation", issued in March 2000, to account for its fixed-plan stock options. Under this method, compensation
expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. As allowed by SFAS No. 123, the Company has elected to continue to
apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements. The Company recognized $230 in fiscal 2003 related to certain

F-9

---

variable
plan stock options. No further compensation expense will be recognized with respect to the options. The following table illustrates the effect on net income if the
fair-value-based method had been applied to all outstanding and unvested awards in each year.

Fiscal 2001

Fiscal 2002

Fiscal 2003Net income, as reported

$
6,521

$
10,947

$
16,603Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards,
net of tax in excess of compensation recognized under intrinsic method


(371
)

(2,318
)

(3,191
)Pro forma net income

$
6,150

$
8,629

$
13,412Basic net income per common share, as reported

$
0.73

$
1.19

$
1.69Pro forma basic net income per common share

$
0.69

$
0.94

$
1.37Diluted net income per common share, as reported

$
0.70

$
1.03

$
1.49Pro forma diluted net income per common share

$
0.66

$
0.82

$
1.21


The
fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumption used for grants
in fiscal 2001, 2002 and 2003:

Fiscal 2001

Fiscal 2002

Fiscal 2003Risk free interest rate

4.57.9
%
2.33.9
%
3.33.8
%Expected volatility

61.369
%
68.580.6
%
4458
%Expected life

2 to 10 years

2.5 to 7 years

3 to 7 yearsContractual life

2 to 10 years

2.5 to 10 years

3 to 10 yearsExpected dividend yield


%

%

%Fair value of options granted

$3.30

$6.75

$15.90Options granted

245

440

527Weighted average exercised price

$3.37

$8.29

$21.01


New Accounting PronouncementsIn December 2003, the FASB issued FASB Interpretation No. 46 (revised
December 2003),Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a
controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest
Entities, which was issued in January 2003. The Company does not expect the standard to have a significant
impact on its financial position or results of operations.

F-10

---

2.    INVENTORIES:

Inventories as of February 1, 2003 and January 31, 2004, consist of the following:

February 1, 2003

January 31, 2004Finished goods

$
69,311

$
109,136Raw materials and work-in-process


8,945


11,652Total inventories, net

$
78,256

$
120,788


3.    PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment as of February 1, 2003 and January 31, 2004 consists of the following:

February 1, 2003

January 31, 2004Land

$
349

$
349Buildings and improvements


10,769


11,322Leasehold improvements


29,118


32,779Equipment, furniture and fixtures


34,625


47,14074,861


91,590Less: accumulated depreciation and amortization


(37,623
)

(44,189
)Property, plant and equipment, net

$
37,238

$
47,401


As
of February 1, 2003 and January 31, 2004, payments for capital expenditures included in the Consolidated Statements of Cash Flows excludes $2,099 and $2,148 of accrued
property, plant and equipment additions that have been incurred but have not been completely invoiced by vendors, and therefore, not paid by the respective year-end.

4.    ACCRUED EXPENSES:

Accrued expenses as of February 1, 2003 and January 31, 2004, consist of the following:

February 1, 2003

January 31, 2004Accrued compensation and benefits

$
9,348

$
11,663Accrued advertising


2,013


1,496Gift certificate payable


3,667


4,404Accrued property, plant and equipment


2,099


2,148Accrued federal income tax


1,382


5,243Other accrued expenses


5,634


7,723Total

$
24,143

$
32,677


Other
accrued expenses consist primarily of liabilities related to state income taxes, interest, sales taxes, property taxes, customer deposits, and other store opening costs.

F-11

---

5.    LONG-TERM DEBT:

Long-term debt as of February 1, 2003 and January 31, 2004, consists of the following:

February 1, 2003

January 31, 2004Bank credit agreementBorrowings under revolving loan agreement

$
110

$
20,587Mortgage loan secured by corporate office and distribution center, interest at 8.15% payable in monthly installments through April 1, 2013


4,965


4,666Loan payable secured by certain distribution center equipment, variable interest (3.91% at January 31, 2004) payable in monthly installments through August 1, 2009


2,907


2,547Other notes payable


2,537


2,063Total long-term debt


10,519


29,863Less: current portion


1,195


1,245Long-term debt, net of current portion

$
9,324

$
28,618


Bank Credit AgreementThe Company has a line of credit agreement with an available maximum borrowing amount up to
$100 million. In addition, the Company has the option to increase the amount borrowed to $125 million at any time prior to April 30, 2006 (the Credit Agreement). Borrowings are
limited by a formula, which considers certain of the Company's asset values, including inventories and accounts receivable. Aggregate borrowings outstanding bear interest at Prime or LIBOR plus 1.5%
and are secured by substantially all assets of the Company with the exception of its distribution center and certain equipment. The Credit Agreement also includes provisions for seasonal
over-advances.

Under
the provisions of the Credit Agreement, the Company must comply with certain covenants, if the availability under the line of credit in excess of outstanding borrowings is less
than $7.5 million, including a minimum Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), limitations on capital expenditures and additional indebtedness, and
restrictions on dividend payments. The agreement expires in April 2008. Borrowings outstanding under the line of credit were $110 and $20,587 as of February 1, 2003 and
January 31, 2004, respectively.

As
of January 31, 2004, the Company's available borrowings under the Credit Agreement were $52.4 million and the borrowing rates under the Credit Agreement were 4.0% on
$3.6 million, which was the prime rate and 2.68% on $17.0 million which was Libor plus 1.5%. The average daily outstanding balances under the Credit Agreement for fiscal 2002 and 2003
were approximately $3.0 million and $20 million, respectively. The Company had a standby letter of credit of $400 at February 1, 2003 and January 31, 2004, which secures
the payment of rent at one leased location.

The
aggregate maturities of the Company's long-term debt as of January 31, 2004, are as follows for fiscal years: 2004$1,245, 2005$1,117,
2006$1,329, 2007$1,756, 2008$21,567 and thereafter$2,850.

F-12

---

6.    INCOME TAXES:

The provision for income taxes consisted of the following:

Fiscal 2001

Fiscal 2002

Fiscal 2003Federal:Current

$
2,831

$
4,474

$
9,011Deferred


174


1,832


1,055State:Current


561


914


2,176Deferred


29


482


39Provision for income taxes

$
3,595

$
7,702

$
12,281


Provision
for income tax is reconciled to the amount computed by applying the statutory Federal income tax rate of 34% for fiscal 2001 and 35% for the fiscal 2002 and 2003 to income
before provision for income taxes as follows:

Fiscal 2001

Fiscal 2002

Fiscal 2003Computed federal tax provision at statutory rates

$
3,439

$
6,527

$
10,109State income taxes, net of federal income tax effect


389


907


1,440Non-deductible compensation





721


916Other, net


(233
)

(453
)

(184
)Provision for income taxes

$
3,595

$
7,702

$
12,281


The
tax effects of temporary differences that give rise to significant positions of deferred tax assets and deferred tax liabilities as of February 1, 2003 and January 31,
2004 are as follows:

February 1, 2003

January 31, 2004Deferred tax assets:Inventories

$
661

$
991Accrued liabilities and other


3,085


3,2513,746


4,242Deferred tax liabilities:Property, plant and equipment


(1,785
)

(3,346
)Prepaid expenses and other current assets


(487
)

(516
)(2,272
)

(3,862
)Net deferred tax assets

$
1,474

$
380


In
assessing the realizability of deferred tax assets, management considered whether it was more likely than not that some portion or all of the deferred tax assets will be realized. The
ultimate realization of the deferred tax assets is dependent upon existence of taxable income in carryback periods and the generation of future taxable income during periods in which temporary
differences

F-13

---

become
deductible. Management considered income taxes paid during the previous two years and projected future taxable income in making this assessment. Based upon the level of historical taxable
income and projections for future taxable income over the periods in which the temporary differences are deductible, management has determined that no valuation allowance was required at
February 1, 2003 and January 31, 2004.

7.    BENEFIT PLANS:

Defined Benefit Pension & Post-Retirement PlansThe Company maintains a
noncontributory defined benefit pension plan and a post-retirement benefit plan which cover certain union employees. The annual contributions are not less than the minimum funding
standards set forth in the Employee Retirement Income Security Act of 1974, as amended. The plans provide for eligible employees to receive benefits based principally on years of service with the
Company. The Company does not pre-fund the benefits from the post-retirement benefit plan. The Company records the expected cost of these benefits as expense during the years
that employees render service.

The
following table sets forth the plans' benefit obligations, fair value of plan assets, and funded status at December 31, 2002 and 2003:

Pension benefits

Postretirement benefits2002

2003

2002

2003Projected benefit obligation

$
326

401

342

242Fair value of plan assets


329

358



Funded status

$
3

(43
)
(342
)
(242
)Accrued benefit cost recognized in the balance sheets

$
113

95

484

495


Weighted-average
discount rate assumption used to determine benefit obligations as of December 31, 2002 and 2003 were 6.75% and 6.00%, respectively. Weighted-average assumptions
used to determine net cost for fiscal 2002 and 2003 included discount rate of 7.25% and 6.75%, respectively, and return on plan assets assumption of 8.0%.

The
Company's overall expected long-term rate of return on assets is eight percent. Plan assets of the Company's pension benefits as of consisted primarily of mutual funds.
The return is based exclusively on historical returns, without adjustments.

Expense
recognized in the Company's statements of income for fiscal 2001, 2002 and 2003 was $7, $22 and $49, respectively. The Company contributed $61 in fiscal 2003 to the pension plan.
The Company does not expect to be required to contribute significant amounts of cash in fiscal 2004 to the pension plan.

Profit Sharing PlanThe Company maintains a defined contribution 401(k) profit sharing plan for its employees. All
non-union and certain union employees are eligible to participate at the beginning of the month after 90 days of service. Employee contributions to the plan are limited based on
applicable sections of the Internal Revenue Code. The Company's contribution to the 401(k) plan is discretionary

F-14

---

based
on achieving certain earnings per share goals. Amounts expensed by the Company related to the plan were approximately $331, $414 and $434 for the fiscal 2001, 2002, and 2003, respectively.

Deferred Compensation PlanThe Company also maintains a non-qualified deferred compensation plan designed to
provide certain highly-compensated employees with retirement benefits. All assets of the plan are fully subject to the Company's creditors. There were no contributions by the Company for fiscal 2001,
2002 and 2003. Included in the Company's Consolidated Balance Sheets is an equal asset and liability of $225 at February 1, 2003 and $337 at January 31, 2004.

8.    COMMITMENTS AND CONTINGENCIES:

LitigationLawsuits and claims are filed from time to time against the Company in its ordinary course
of business. Management, after reviewing developments to date with legal counsel, is of the opinion that the outcome of such matters will not have a material adverse effect on the Company's net
assets, results of operations or the accompanying consolidated financial statements taken as a whole.

Employment AgreementsThe Company has employment agreements with certain of its executives expiring at various points through
January 2009, aggregating base compensation of $6,259 (not including annual adjustments) over the terms. These executives would also be entitled to aggregate severance ranging from
approximately $1,800 to $3,600 (not including annual adjustments) depending on the circumstances of termination. The contracts also provide for additional incentive payments subject to performance
standards. In addition, other employees are eligible for incentive payments based on performance. The Company expensed approximately $2,715, $3,840 and $4,616 for incentive compensation for all
eligible employees in fiscal 2001, 2002 and 2003, respectively.

Lease ObligationsThe Company has numerous noncancelable operating leases for retail stores, certain tailoring space and
equipment. Certain facility leases provide for annual base minimum rentals plus contingent rentals based on sales. Renewal options are available under the majority of the leases.

Future
minimum lease payments under noncancelable operating leases for stores opened and equipment placed in service as of January 31, 2004, were as follows:

Fiscal Year

Amount2004

$
22,8712005


20,8672006


19,6182007


18,3682008


16,129Thereafter


48,353Total

$
146,206


The
minimum rentals above do not include additional payments for percentage rent, insurance, property taxes and maintenance costs that may be due as provided for in the leases. Many of
the noncancelable operating leases include scheduled rent increases.

F-15

---

Total rental expense for operating leases, including contingent rentals was approximately $15,015, $17,294 and $21,193 for fiscal 2001, 2002 and 2003, respectively. Contingent rentals in
fiscal 2001, 2002 and 2003, which are based on a percentage of net sales, was approximately $619, $612, and $1,107, respectively.

The
Company has also entered into various lease agreements for stores to be opened and equipment placed in service subsequent to January 31, 2004. As of April 7, 2004,
unaudited future minimum lease payments under these agreements were $2,584 in fiscal 2004, $4,101 in fiscal 2005, $4,102 in fiscal 2006, $4,115 in fiscal 2007, $4,120 in fiscal 2008 and $22,117
thereafter.

InventoriesThe Company ordinarily commits to purchases of inventory at least one to two seasons in advance. In addition, the
Company has agreed to purchase approximately $9.0 million of raw material from a supplier through fiscal 2004 at a specified price. A portion of the commitment can extend into 2005; however the
amount of the commitment would not change. In fiscal 2003, the Company purchased approximately 20% of its finished product through an agent who sources the products from various vendors.

OtherThe Company has an agreement with David Leadbetter, a golf professional, which allows the Company to produce golf and
other apparel under Leadbetter's name, which expires in January, 2006. The minimum annual commitment under this agreement is $150, which represents the amount paid in each of fiscal 2001, 2002 and
2003.

9.    INCENTIVE STOCK OPTION PLAN:

Effective January 28, 1994, the Company adopted an Incentive Plan ("the 1994 Plan"). The 1994 Plan generally provides for the granting of stock, stock
options, stock appreciation rights, restricted shares or any combination of the foregoing to the eligible participants, as defined for issuance of up to 1,433 shares of common stock in the aggregate
of which all had been granted as of January 31, 2004. The exercise price of an option granted under the 1994 Plan may not be less than the fair market value of the underlying shares of Common
Stock on the date of grant and employee options expire at the earlier of termination of employment or ten years from the date of grant. All options covered under the 1994 Plan vest in full upon a
change of control of the Company.

In
March 2002, the Company adopted an Incentive Plan ("the 2002 Plan") which provides for issuance of up to 600 shares of common stock in the aggregate. As of January 31,
2004, there were 41 additional shares available for grant.

The
aggregate number of shares of Common Stock as to which awards may be granted under any of the Company's Option Plans, the number of shares of Common Stock covered by each outstanding
award under the Option Plans and the price per share of Common Stock in each outstanding award, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without
receipt of consideration by the Company, or other change in corporate or capital structure; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

F-16

---

Changes
in options outstanding were as follows:

Fiscal 2001

Fiscal 2002

Fiscal 2003Shares

Weighted
Average
Exercise
Price

Shares

Weighted
Average
Exercise
Price

Shares

Weighted
Average
Exercise
PriceOutstanding at beginning of year

1,802

$
3.17

2,039

$
3.19

2,119

$
3.95Granted

245

$
3.37

440

$
8.29

527

$
21.01Exercised

(8
)
$
2.86

(360
)
$
4.99

(1,250
)
$
2.79Canceled



$







(68
)
$
15.43Outstanding at end of year

2,039

$
3.19

2,119

$
3.95

1,328

$
11.21


Options
exercised in fiscal 2003 resulted in an increase of $5,251 in stockholders' equity, consisting of $3,723 of cash proceeds and $1,528 of tax benefit, related to compensation
deductions for income tax purposes.

The
following table summarizes information about stock options outstanding and exercisable as of January 31, 2004:

Options Outstanding

Options ExercisableRange of Exercise Prices

Number
Outstanding

Weighted Average
Remaining
Contractual Life

Weighted
Average
Exercise Price

Number
Exercisable

Weighted
Average
Exercise Price$2.00$2.75

225

3.75

$
2.32

225

$
2.32$3.17$4.37

174

5.41

$
3.56

174

$
3.56$4.92$9.92

458

3.71

$
7.84

458

$
7.84$11.94$15.43

249

9.10

$
15.22

91

$
14.86$25.65$30.09

222

9.75

$
28.66

222

$
28.661,328






1,170


10.    RIGHTS OFFERING:

The Company maintains a Stockholder Rights Plan in which preferred stock purchase rights were distributed as a dividend at the rate of one Right for each share of
the Company's outstanding Common Stock held as of the close of business on September 30, 1997. Each Right will entitle stockholders to buy one one-hundredth of a share of the newly
designated Series A Preferred Stock of Jos. A. Bank at an exercise price of $40. The Rights will be exercisable only if a person or group acquires beneficial ownership of 20 percent or
more of the Company's outstanding Common Stock (without the approval of the board of directors) or commences a tender or exchange offer upon consummation of which a person or group would beneficially
own 20 percent or more of the Company's outstanding Common Stock.

If
any person becomes the beneficial owner of 20 percent or more of the Company's outstanding common stock (without the approval of the board of directors), or if a holder of
20 percent or more of

F-17

---

the
Company's Common Stock engaged in certain self-dealing transactions or a merger transaction in which the Company is the surviving corporation and its Common Stock remains outstanding,
then each Right not owned by such person or certain related parties will entitle its holder to purchase, at the Right's then-current exercise price, units of the Company's Series A
Preferred Stock (or, in certain circumstances, Common Stock, cash, property or other securities of the Company) having a market value equal to twice the then-current exercise price of the
Rights. In addition, if the Company is involved in a merger or other business combination transaction with another person after which its Common Stock does not remain outstanding, or sells
50 percent or more of its assets or earning power to another person, each Right will entitle its holder to purchase, at the Right's then-current exercise price, shares of common
stock of such other person having a market value equal to twice the then-current exercise price of the Rights.

The
Company will generally be entitled to redeem the Rights at $0.01 per Right at any time until the tenth business day following the public announcement that a person or group has
acquired 20 percent or more of the Company's Common Stock.

11.    SEGMENT REPORTING:

The Company has two reportable segments: stores and direct marketing. The stores segment includes all Company owned stores excluding factory stores. The direct
marketing segment includes catalog and
internet.    While each segment offers a similar mix of men's clothing to the retail customer, the stores also provide alterations.

The
accounting policies of the segments are the same as those described in the summary of significant policies. The Company evaluates performance of the segments based on "four wall"
contribution which excludes any allocation of "management company" costs, distribution center costs (except order fulfillment costs which are allocated to direct marketing), interest and income taxes.

The
Company's segments are strategic business units that offer similar products to the retail customer by two distinctively different methods. In stores the typical customer travels to
the store and purchases men's clothing and/or alterations and takes their purchases with them. The catalog/direct marketing customer receives a catalog in his or her home, office and/or visits our web
page via the internet and either calls, mails, faxes or places an order online. The merchandise is then shipped to the customer.

F-18

---

Segment
data is presented in the following table:

Fiscal 2001

Stores

Direct Marketing

Other

TotalNet sales(a)

$
180,226

$
23,464

$
7,339

$
211,029Depreciation and amortization


3,482


61


1,398


4,941Operating income(b)


31,204


3,226


(22,950
)

11,480Interest expense, net








1,364


1,364Total assets(c)


68,705


12,708


27,044


108,457Capital expenditures(d)


8,008


400


3,682


12,090


Fiscal 2002

Stores

Direct Marketing

Other

TotalNet sales(a)

$
206,100

$
28,290

$
9,046

$
243,436Depreciation and amortization


4,099


63


1,480


5,642Operating income(b)


39,442


7,460


(27,155
)

19,747Interest expense, net








1,098


1,098Total assets(c)


107,412


13,040


15,680


136,132Capital expenditures(d)


5,156


14


3,120


8,290


Fiscal 2003

Stores

Direct Marketing

Other

TotalNet sales(a)

$
256,541

$
33,053

$
10,069

$
299,663Depreciation and amortization


5,056


65


2,454


7,575Operating income(b)


55,245


10,098


(34,836
)

30,507Interest expense, net








1,623


1,623Total assets(c)


148,028


24,116


14,367


186,511Capital expenditures(d)


15,590


41


2,096


17,727


---



F-19

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12.    QUARTERLY FINANCIAL INFORMATION (Unaudited):

FIRST
QUARTER

SECOND
QUARTER

THIRD
QUARTER

FOURTH
QUARTER

TOTAL(In Thousands, Except Per Share Amounts)FISCAL 2002Net sales

$
55,760

$
51,868

$
57,866

$
77,942

$
243,436Gross profit


29,349


27,451


32,475


44,325


133,600Operating income


3,131


1,851


3,504


11,261


19,747Net income


1,731


942


1,864


6,410


10,947Diluted income per common share

$
0.17

$
0.09

$
0.17

$
0.60

$
1.03FISCAL 2003Net sales

$
62,272

$
64,442

$
72,011

$
100,938

$
299,663Gross profit


35,600


35,602


41,105


59,992


172,299Operating income


4,077


3,786


5,502


17,142


30,507Net income


2,174


1,986


2,863


9,580


16,603Diluted income per common share

$
0.20

$
0.18

$
0.25

$
0.85

$
1.49


F-20

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