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United States
Securities and Exchange Commission
 Washington, DC 20549
 FORM 10-Q
 Mark One)
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended October 30, 2010.
 or
 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.
  Delaware
    
    36-3189198(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. EmployerIdentification No.)500 Hanover Pike, Hampstead, MD
    
    21074-2095(Address of principal executive offices)
    
    (Zip Code)
 410-239-2700
 None
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
  o þ
  Class
    
    Outstanding as of November 23, 2010Common Stock, $.01 par value
    
    27,622,054




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##### 



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 Page No.Part I. Financial InformationItem 1. Unaudited Condensed Consolidated Financial Statements
    
    
    4Condensed Consolidated Statements of Income  Three and Nine Months ended
October 31, 2009 and October 30, 2010
    
    
    4Condensed Consolidated Balance Sheets  as of January 30, 2010 and October 30, 2010
    
    
    5Condensed Consolidated Statements of Cash Flows  Nine Months ended
October 31, 2009 and October 30, 2010
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23Part II. Other Information
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signature
    
    
    25Exhibit Index
    
    
    26Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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Cautionary Statement
    3




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PART I. FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements
 JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Income
 Three Months Ended
    
    
    Nine Months EndedOctober 31,
    
    
    October 30,
    
    
    October 31,
    
    
    October 30,2009
    
    
    2010
    
    
    2009
    
    
    2010Net sales
    
    $
    161,309
    
    
    $
    173,268
    
    
    $
    490,969
    
    
    $
    539,805Cost of goods sold
    
    
    60,502
    
    
    
    62,429
    
    
    
    188,531
    
    
    
    197,320Gross profit
    
    
    100,807
    
    
    
    110,839
    
    
    
    302,438
    
    
    
    342,485Operating expenses:Sales and marketing,
including occupancy costs
    
    
    67,450
    
    
    
    73,961
    
    
    
    200,079
    
    
    
    218,228General and administrative
    
    
    14,043
    
    
    
    16,421
    
    
    
    43,514
    
    
    
    50,332Total operating expenses
    
    
    81,493
    
    
    
    90,382
    
    
    
    243,593
    
    
    
    268,560Operating income
    
    
    19,314
    
    
    
    20,457
    
    
    
    58,845
    
    
    
    73,925Other income (expense):Interest income
    
    
    101
    
    
    
    148
    
    
    
    262
    
    
    
    422Interest expense
    
    
    (93
    )
    
    
    (33
    )
    
    
    (301
    )
    
    
    (128
    )Total other income (expense)
    
    
    8
    
    
    
    115
    
    
    
    (39
    )
    
    
    294Income before provision for income taxes
    
    
    19,322
    
    
    
    20,572
    
    
    
    58,806
    
    
    
    74,219Provision for income taxes
    
    
    7,594
    
    
    
    8,009
    
    
    
    23,111
    
    
    
    29,369Net income
    
    $
    11,728
    
    
    $
    12,563
    
    
    $
    35,695
    
    
    $
    44,850Per share information:Earnings per share:Basic
    
    $
    0.43
    
    
    $
    0.46
    
    
    $
    1.30
    
    
    $
    1.63Diluted
    
    $
    0.42
    
    
    $
    0.45
    
    
    $
    1.29
    
    
    $
    1.61Weighted average shares outstanding:Basic
    
    
    27,438
    
    
    
    27,534
    
    
    
    27,437
    
    
    
    27,529Diluted
    
    
    27,798
    
    
    
    27,849
    
    
    
    27,778
    
    
    
    27,831
   4




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 January 30, 2010
    
    
    October 30, 2010(Audited)
    
    
    (Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    21,853
    
    
    $
    98,507Short-term investments
    
    
    169,736
    
    
    
    79,746Accounts receivable, net
    
    
    5,860
    
    
    
    11,950Inventories:Finished goods
    
    
    209,443
    
    
    
    258,328Raw materials
    
    
    8,878
    
    
    
    10,373Total inventories
    
    
    218,321
    
    
    
    268,701Prepaid expenses and other current assets
    
    
    16,035
    
    
    
    27,949Total current assets
    
    
    431,805
    
    
    
    486,853NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    124,139
    
    
    
    133,742Other noncurrent assets
    
    
    420
    
    
    
    533Total assets
    
    $
    556,364
    
    
    $
    621,128LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    18,225
    
    
    $
    44,991Accrued expenses
    
    
    85,256
    
    
    
    76,726Deferred tax liability  current
    
    
    5,064
    
    
    
    4,595Total current liabilities
    
    
    108,545
    
    
    
    126,312NONCURRENT LIABILITIES:Deferred rent
    
    
    51,853
    
    
    
    50,205Deferred tax liability  noncurrent
    
    
    1,608
    
    
    
    2,532Other noncurrent liabilities
    
    
    1,048
    
    
    
    878Total liabilities
    
    
    163,054
    
    
    
    179,927COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock
    
    
    183
    
    
    
    275Additional paid-in capital
    
    
    83,249
    
    
    
    86,289Retained earnings
    
    
    309,823
    
    
    
    354,582Accumulated other comprehensive income
    
    
    55
    
    
    
    55Total stockholders equity
    
    
    393,310
    
    
    
    441,201Total liabilities and stockholders equity
    
    $
    556,364
    
    
    $
    621,128
   5




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 Nine Months EndedOctober 31, 2009
    
    
    October 30, 2010Cash flows from operating activities:Net income
    
    $
    35,695
    
    
    $
    44,850Adjustments to reconcile net income to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    16,533
    
    
    
    18,107Loss on disposals of property, plant and equipment
    
    
    120
    
    
    
    150Non-cash equity compensation
    
    
    
    
    
    
    701Increase (decrease) in deferred taxes
    
    
    (200
    )
    
    
    455Net (increase) in operating working capital and other components
    
    
    (57,730
    )
    
    
    (59,194
    )Net cash provided by (used in) operating
activities
    
    
    (5,582
    )
    
    
    5,069Cash flows from investing activities:Capital expenditures
    
    
    (10,595
    )
    
    
    (20,696
    )Net maturities (purchases) of short-term investments
    
    
    (64,879
    )
    
    
    89,990Net cash provided by (used in) investing
activities
    
    
    (75,474
    )
    
    
    69,294Cash flows from financing activities:Income tax benefit from exercise of stock options
    
    
    57
    
    
    
    1,300Net proceeds from exercise of stock options
    
    
    38
    
    
    
    1,012Fractional share payments
    
    
    
    
    
    
    (21
    )Net cash provided by financing activities
    
    
    95
    
    
    
    2,291Net increase (decrease) in cash and cash equivalents
    
    
    (80,961
    )
    
    
    76,654Cash and cash equivalents  beginning of period
    
    
    122,875
    
    
    
    21,853Cash and cash equivalents  end of period
    
    $
    41,914
    
    
    $
    98,507
   6




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    BASIS OF PRESENTATION
    Fiscal year 2005
    
    January 28, 2006Fiscal year 2006
    
    February 3, 2007Fiscal year 2007
    
    February 2, 2008Fiscal year 2008
    
    January 31, 2009Fiscal year 2009
    
    January 30, 2010Fiscal year 2010
    
    January 29, 2011
   2.
    
    SIGNIFICANT ACCOUNTING POLICIES
 Cash and Cash Equivalents
 Short-term Investments
 Inventories
 Vendor Rebates
  7




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Landlord Contributions
 Gift Cards and Certificates
 Tuxedo Rental Products
 Recently Issued Accounting Standards
  Recently Proposed Amendments to Accounting Standards
  8




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3.
    
    SUPPLEMENTAL CASH FLOW DISCLOSURE
  Nine Months EndedOctober 31, 2009
    
    
    October 30, 2010(In Thousands)(Increase) in accounts receivable
    
    $
    (5,849
    )
    
    $
    (6,090
    )(Increase) in inventories
    
    
    (42,612
    )
    
    
    (50,380
    )(Increase) in prepaids and other assets
    
    
    (46
    )
    
    
    (11,978
    )Increase in accounts payable
    
    
    3,921
    
    
    
    26,766(Decrease) in accrued expenses
    
    
    (11,800
    )
    
    
    (15,694
    )(Decrease) in deferred rent and other noncurrent liabilities
    
    
    (1,344
    )
    
    
    (1,818
    )Net (increase) in operating working capital and other components
    
    $
    (57,730
    )
    
    $
    (59,194
    )
  Nine Months EndedOctober 31, 2009
    
    
    October 30, 2010(In Thousands)Interest paid
    
    $
    226
    
    
    $
    100Income taxes paid
    
    $
    36,263
    
    
    $
    52,277
  4.
    
    EARNINGS PER SHARE
  Three Months Ended
    
    
    Nine Months EndedOctober 31,
    
    
    October 30,
    
    
    October 31,
    
    
    October 30,2009
    
    
    2010
    
    
    2009
    
    
    2010(In Thousands)Weighted average shares
outstanding for basic EPS
    
    
    27,438
    
    
    
    27,534
    
    
    
    27,437
    
    
    
    27,529Dilutive effect of common stock
equivalents
    
    
    360
    
    
    
    315
    
    
    
    341
    
    
    
    302Weighted average shares
outstanding for diluted EPS
    
    
    27,798
    
    
    
    27,849
    
    
    
    27,778
    
    
    
    27,831
  9




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5.
    
    INCOME TAXES
       10




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6.
    
    SEGMENT REPORTING
     11




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Three months ended October 30, 2010
 Corporate andStores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    154,881
    
    
    $
    14,494
    
    
    $
    3,893
    
    
    $
    173,268Depreciation and amortization
    
    
    5,329
    
    
    
    171
    
    
    
    805
    
    
    
    6,305Operating income (loss)(b)
    
    
    31,571
    
    
    
    5,570
    
    
    
    (16,684
    )
    
    
    20,457Capital expenditures (c)
    
    
    5,533
    
    
    
    254
    
    
    
    2,438
    
    
    
    8,225
 Three months ended October 31, 2009
 Corporate andStores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    145,759
    
    
    $
    12,618
    
    
    $
    2,932
    
    
    $
    161,309Depreciation and amortization
    
    
    4,928
    
    
    
    76
    
    
    
    633
    
    
    
    5,637Operating income (loss) (b)
    
    
    29,075
    
    
    
    5,262
    
    
    
    (15,023
    )
    
    
    19,314Capital expenditures (c)
    
    
    2,504
    
    
    
    449
    
    
    
    229
    
    
    
    3,182
 Nine months ended October 30, 2010
 Corporate andStores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    484,477
    
    
    $
    45,468
    
    
    $
    9,860
    
    
    $
    539,805Depreciation and amortization
    
    
    15,473
    
    
    
    399
    
    
    
    2,235
    
    
    
    18,107Operating income (loss) (b)
    
    
    109,656
    
    
    
    18,051
    
    
    
    (53,782
    )
    
    
    73,925Capital expenditures (c)
    
    
    12,873
    
    
    
    1,173
    
    
    
    6,650
    
    
    
    20,696
 Nine months ended October 31, 2009
 Corporate andStores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    440,570
    
    
    $
    41,961
    
    
    $
    8,438
    
    
    $
    490,969Depreciation and amortization
    
    
    14,532
    
    
    
    96
    
    
    
    1,905
    
    
    
    16,533Operating income (loss) (b)
    
    
    87,431
    
    
    
    17,284
    
    
    
    (45,870
    )
    
    
    58,845Capital expenditures (c)
    
    
    8,404
    
    
    
    1,295
    
    
    
    896
    
    
    
    10,595
 
 (a)
    
    Stores net sales represent all Full-line Store sales. Direct Marketing net sales
represent catalog call center and Internet sales. Net sales from segments below the GAAP
quantitative thresholds are attributable primarily to three operating segments of the
Company. Those segments are factory stores, franchise stores and regional tailor shops.
None of these segments have ever met any of the quantitative thresholds for determining
reportable segments and are included in Corporate and Other.  12




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(b)
    
    Operating income (loss) for the Stores and Direct Marketing segments represents profit
before allocations of overhead from the corporate office and the distribution centers,
interest and income taxes (four wall contribution). Total Company shipping costs to
customers of approximately $2.2 million and $1.4 million for the third quarters of fiscal
years 2010 and 2009, respectively, and approximately $7.6 million and $5.1 million for the
first nine months of fiscal years 2010 and 2009, respectively, were recorded to Sales and
marketing, including occupancy costs in the Condensed Consolidated Statements of Income.
Operating income (loss) for Corporate and Other consists primarily of costs included in
general and administrative costs. Total operating income represents profit before interest
and income taxes.(c)
    
    Capital expenditures include payments for property, plant and equipment made for the
reportable segment. 7.
    
    LEGAL MATTERS
  The Stipulation of Settlement (the
Stipulation) entered into by the Company and MLAF included a statement that, at the time of
the settlement, the substantial discovery completed did not substantiate any of the claims
asserted against the individual defendants.
    13




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8.
    
    INCENTIVE STOCK OPTION AND OTHER EQUITY PLANS:
     9.
    
    RELATED PARTY TRANSACTION:
   14




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
   Overview 
 
 
 
 
 
     15




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Critical Accounting Policies and Estimates 
 Inventory.
   Asset Valuation.
 Lease Accounting.
  16




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Recently Issued Accounting Standards
  Recently Proposed Amendments to Accounting Standards
 Results of Operations
  Percentage of Net Sales
    
    
    Percentage of Net SalesThree Months Ended
    
    
    Nine Months EndedOctober 31,
    
    
    October 30,
    
    
    October 31,
    
    
    October 30,2009
    
    
    2010
    
    
    2009
    
    
    2010Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    37.5
    
    
    
    36.0
    
    
    
    38.4
    
    
    
    36.6Gross profit
    
    
    62.5
    
    
    
    64.0
    
    
    
    61.6
    
    
    
    63.4Sales and marketing expenses
    
    
    41.8
    
    
    
    42.7
    
    
    
    40.8
    
    
    
    40.4General and administrative expenses
    
    
    8.7
    
    
    
    9.5
    
    
    
    8.9
    
    
    
    9.3Total operating expenses
    
    
    50.5
    
    
    
    52.2
    
    
    
    49.6
    
    
    
    49.8Operating income
    
    
    12.0
    
    
    
    11.8
    
    
    
    12.0
    
    
    
    13.7Total other income
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Income before provision for income taxes
    
    
    12.0
    
    
    
    11.9
    
    
    
    12.0
    
    
    
    13.7Provision for income taxes
    
    
    4.7
    
    
    
    4.6
    
    
    
    4.7
    
    
    
    5.4Net income
    
    
    7.3
    %
    
    
    7.3
    %
    
    
    7.3
    %
    
    
    8.3
    %
 Net Sales
  17




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Three Months Ended
    
    
    Nine Months EndedOctober 31, 2009
    
    
    October 30, 2010
    
    
    October 31, 2009
    
    
    October 30, 2010Square
    
    
    
    
    
    
    Square
    
    
    
    
    
    
    Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the
beginning of the period
    
    
    467
    
    
    
    2,121
    
    
    
    487
    
    
    
    2,188
    
    
    
    460
    
    
    
    2,091
    
    
    
    473
    
    
    
    2,131Stores opened
    
    
    3
    
    
    
    10
    
    
    
    12
    
    
    
    52
    
    
    
    10
    
    
    
    40
    
    
    
    29
    
    
    
    118Stores closed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (9
    )Stores open at the
end of the period
    
    
    470
    
    
    
    2,131
    
    
    
    499
    
    
    
    2,240
    
    
    
    470
    
    
    
    2,131
    
    
    
    499
    
    
    
    2,240
 
 *
    
    Square feet is presented in thousands and excludes the square footage of the Companys
franchise stores. Gross profit
   18




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Sales and Marketing Expenses
  General and Administrative Expenses
  Other Income (Expense)
 Income Taxes
  19




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Seasonality
 Liquidity and Capital Resources
  Nine Months EndedOctober 31, 2009
    
    
    October 30, 2010Cash provided by (used in):Operating activities
    
    $
    (5,582
    )
    
    $
    5,069Investing activities
    
    
    (75,474
    )
    
    
    69,294Financing activities
    
    
    95
    
    
    
    2,291Net increase (decrease) in cash and
cash equivalents
    
    $
    (80,961
    )
    
    $
    76,654
   20




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
 
 
 
 
    AmountsAmounts
    
    
    Collected
    
    
    AmountsCollected in
    
    
    YTD in
    
    
    OutstandingNegotiated
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    October 30,Amounts
    
    
    2009
    
    
    2010
    
    
    2010(In Thousands )Full Fiscal Year 2009 Store
Openings (14 Stores)
    
    $
    2,829
    
    
    $
    2,170
    
    
    $
    649
    
    
    $
    10First Nine Months of Fiscal Year 2010
Store Openings (29 Stores)
    
    
    3,648
    
    
    
    
    
    
    
    1,041
    
    
    
    2,607$
    6,477
    
    
    $
    2,170
    
    
    $
    1,690
    
    
    $
    2,617
  21




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Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   Payments Due by Fiscal Year(In Thousands)Beyond2010
    
    
    2011-2013
    
    
    2014-2015
    
    
    2015
    
    

Total (f)Operating leases (a) (b)
    
    $
    57,299
    
    
    $
    175,150
    
    
    $
    81,094
    
    
    $
    77,490
    
    
    $
    391,033Inventory Purchase Commitments
(c)
    
    
    78,791
    
    
    
    208,476
    
    
    
    
    
    
    
    
    
    
    
    287,267Related Party Agreement (d)
    
    
    825
    
    
    
    2,475
    
    
    
    
    
    
    
    
    
    
    
    3,300License agreement (e)
    
    
    165
    
    
    
    495
    
    
    
    330
    
    
    
    
    
    
    
    990
 
 (a)
    
    Includes various lease agreements for stores to be opened and equipment placed in
service subsequent to October 30, 2010.(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    Represents the value of expected future inventory purchases
for receipts out to the end of fiscal year 2011 for which purchase
orders have been issued or other commitments have been made to vendors as
of October 30, 2010.(d)
    
    Relates to consulting agreement with the Companys current Chairman of the Board to
consult on matters of strategic planning and initiatives.(e)
    
    Related to an agreement with David Leadbetter, a golf professional, which allows
the Company to produce golf and other apparel under his name.(f)
    
    Obligations related to unrecognized tax benefits and related penalties and interest
of $0.7 million have been excluded from the above table as the amount to be settled in
cash and the specific payment dates are not known.  22




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Limitations on Control Systems.
 Disclosure Controls and Procedures.
  Changes in Internal Control over Financial Reporting
  23




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  The Stipulation of Settlement (the
Stipulation) entered into by the Company and MLAF included a statement that, at the time of
the settlement, the substantial discovery completed did not substantiate any of the claims
asserted against the individual defendants.
   
 Item 1A. Risk Factors
  Our business could be adversely affected by increased costs of the raw materials
and other resources that are important to our business. Our products are manufactured using several key raw materials, including wool and cotton, which are subject
to fluctuations in price and availability. The prices for these raw materials can be volatile due to the demand
for fabrics, weather conditions, supply conditions, government regulations, economic, climate and other
unpredictable factors. We purchase the raw materials for approximately 11% of our finished products. Five
vendors accounted for over 83% of the raw materials purchased directly by us in fiscal year 2009. The remainder
of our finished products are purchased as finished units, with the vendor responsible for the acquisition of the
raw materials. Some of these finished unit vendors purchase raw materials from the same suppliers as the
Company. Changes in raw materials costs, such as wool and cotton, to the vendors or to us may impact the
long-term cost of our finished products. Specifically, as set in this Quarterly Report on Form 10-Q under
Managements Discussion and Analysis of Financial Condition and Results of Operations, in recent months the
prices of cotton and other production inputs have increased significantly. The Company expects these prices to
continue to remain at these elevated levels in 2011, which will have a significant impact on the Companys
product costs and potentially have a negative impact on its gross profit margin. Fuel costs and labor costs
could also have an adverse impact on our vendors manufacturing costs and on our freight and other costs. Any
significant fluctuations in price or availability of our raw materials and other resources or any significant
increase in the price or decrease in the availability of the raw materials and other resources that are
important to our business could have a material adverse impact on our business, financial condition and results
of operations.  24




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Item 5. Other Information
  
 Item 6. Exhibits
 Exhibits10.1
    
    
    First Amendment, dated November 30, 2010, to Consulting Agreement, dated as of September 9, 2008,
between Jos. A Bank Clothiers, Inc. and Robert N. Wildrick.31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURE
  Jos. A. Bank Clothiers, Inc.
(Registrant)Dated:  December 1, 2010
    /s/ DAVID E. ULLMANDavid E. UllmanExecutive Vice President,
Chief Financial Officer
(Principal Financial and Accounting Officer and
Duly Authorized Officer)  25




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##### Table of Contents



Exhibit Index
 Exhibits10.1
    
    
    First Amendment, dated November 30, 2010, to Consulting Agreement, dated as of September 9, 2008,
between Jos. A Bank Clothiers, Inc. and Robert N. Wildrick.31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  26