10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 3, 2013

or

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

For the transition period from              to             

Commission file number 1-10738

ANN INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3499319
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

7 Times Square, New York, NY	10036
(Address of principal executive offices)	(Zip Code)

(212) 541-3300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of August 3, 2013
Common Stock, $.0068 par value	45,833,296

INDEX TO FORM 10-Q

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations for the Quarters and Six Months Ended August 3, 2013 and July 28, 2012	4
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended August 3, 2013 and July 28, 2012	5
	Condensed Consolidated Balance Sheets at August 3, 2013, February 2, 2013 and July 28, 2012	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended August 3, 2013 and July 28, 2012	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 6.	Exhibits	25
SIGNATURES		26
EXHIBIT INDEX		27

2

Statement Regarding Forward-Looking Disclosures

Certain sections of this Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements may use the words “expect,” “anticipate,” “plan,” “intend,” “project,” “may,” “believe” and similar expressions. Forward-looking statements also include representations of the expectations or beliefs of ANN INC. (the “Company”) concerning future events that involve risks and uncertainties, including:

• the Company's ability to anticipate and respond to changing client preferences and fashion trends and provide a balanced assortment of merchandise that satisfies client demands in a timely manner;

• the effectiveness of the Company's brand awareness and marketing programs, its ability to maintain the value of its brands and engage new and existing clients;

• the Company's ability to manage inventory levels and changes in merchandise mix;

• the Company's reliance on key management and its ability to hire, retain and train qualified associates;

• the Company's ability to successfully execute brand goals, objectives and new concepts and strategies, including international expansion;

• the Company's ability to successfully implement its business transformation initiatives and upgrade and maintain its information systems, including adequate system security controls, successful transitioning of certain information technology functions to third parties and the ability to operate in accordance with its business continuity plan in the event of a disruption;

• the potential impact of natural disasters and public health concerns, including severe infectious diseases, acts of war or terrorism in the United States or worldwide, particularly on the Company's foreign sourcing offices and the manufacturing operations of the Company's vendors;

• the performance and operation of the Company's websites and the risks associated with Internet sales;

• the Company's reliance on third-party manufacturers and key vendors, including operational risks such as reduced production capacity, errors in complying with merchandise specifications, insufficient quality control and failure to meet production deadlines;

• a significant change in the regulatory environment applicable to the Company's business and the Company's ability to comply with legal and regulatory requirements;

• the Company's ability to secure and protect trademarks and other intellectual property rights;

• the impact of fluctuations in sourcing costs, in particular, increases in the costs of raw materials, labor, fuel and transportation;

• the Company's reliance on foreign sources of production and the associated risks of doing business in foreign markets, including fluctuations in the value of the U.S. dollar against foreign currencies, the imposition of duties or other possible trade law or import restrictions, including legislation relating to import quotas, and financial or political instability in any of the countries in which the Company's merchandise is manufactured;

• the Company's ability to successfully manage store growth and optimize the productivity and profitability of its store portfolio;

• the impact of a privacy breach and the resulting effect on the Company's business and reputation;

• the failure by independent manufacturers to comply with the Company's social compliance program requirements;

• the effect of general economic conditions on consumer spending and the Company's liquidity and capital resources;

• the effect of competitive pressures from other retailers;

• the Company's dependence on its Louisville distribution center and third-party distribution facilities and transportation companies, including any significant interruptions due to work stoppages, slowdowns or strikes;

• the Company's dependence on shopping malls and other retail centers to attract customers and the impact of potential consolidation of commercial and retail landlords on the Company's ability to negotiate favorable rental terms;

• the impact on the Company's stock price relating to the Company's level of sales and earnings growth;

• the Company's ability to realize its deferred tax assets;

• the effect of external economic factors on the Company's future funding obligations for its defined benefit pension plan; and

• the impact of climate change and extreme or unseasonable weather conditions on the Company's business.

Further description of these risks and uncertainties and other important factors are set forth in the Company’s latest Annual Report on Form 10-K, including but not limited to Item 1A – Risk Factors and Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations therein, and in the Company’s other filings with the SEC. Although these forward-looking statements reflect the Company’s current expectations concerning future events, actual results may differ materially from current expectations or historical results. The Company does not assume any obligation to publicly update or revise any forward-looking statements at any time for any reason.

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ANN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Quarters and Six Months EndedAugust 3, 2013 and July 28, 2012

(unaudited)

	Quarter Ended					Six Months Ended
	August 3, 2013		July 28, 2012			August 3, 2013		July 28, 2012
	(in thousands, except per share amounts)
Net sales	$	638,198	$	594,872		$	1,212,704	$	1,155,283
Cost of sales	288,921		262,471			542,862		505,511
Gross margin	349,277		332,401			669,842		649,772
Selling, general and administrative expenses	289,298		279,456			575,951		551,474
Operating income	59,979		52,945			93,891		98,298
Interest and investment income/(expense), net	354		(384		)	441		(164		)
Other non-operating income, net	143		—			197		—
Income before income taxes	60,476		52,561			94,529		98,134
Income tax provision	24,827		21,826			37,968		38,667
Net income	$	35,649	$	30,735		$	56,561	$	59,467
Earnings per share:
Basic earnings per share	$	0.76	$	0.64		$	1.21	$	1.23
Weighted average shares outstanding	45,695		47,571			45,887		47,747
Diluted earnings per share	$	0.76	$	0.63		$	1.20	$	1.21
Weighted average shares outstanding, assuming dilution	46,125		48,118			46,332		48,398

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

4

ANN INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Quarters and Six Months EndedAugust 3, 2013 and July 28, 2012

(unaudited)

	Quarter Ended					Six Months Ended
	August 3, 2013			July 28, 2012		August 3, 2013			July 28, 2012
	(in thousands)
Net income	$	35,649		$	30,735	$	56,561		$	59,467
Other comprehensive (loss)/income:
Foreign currency translation adjustment	(167		)	—		(426		)	—
Net change in employee benefit plans:
Amortization of net actuarial loss	158			175		315			350
Other comprehensive (loss)/income, before tax	(9		)	175		(111		)	350
Income tax expense on other comprehensive (loss)/income	60			75		121			155
Other comprehensive (loss)/income, net of tax	(69		)	100		(232		)	195
Comprehensive income	$	35,580		$	30,835	$	56,329		$	59,662

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

5

ANN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

August 3, 2013, February 2, 2013 and July 28, 2012

(unaudited)

	August 3, 2013			February 2, 2013			July 28, 2012
	(in thousands, except share amounts)
Assets
Current assets
Cash	$	107,021		$	167,011		$	132,663
Accounts receivable	24,438			17,856			28,074
Merchandise inventories	247,269			216,848			221,634
Refundable income taxes	8,271			9,201			7,765
Deferred income taxes	28,358			30,397			32,122
Prepaid expenses and other current assets	67,008			64,716			65,816
Total current assets	482,365			506,029			488,074
Property and equipment, net	423,850			409,703			374,803
Deferred income taxes	2,191			7,841			29,361
Other assets	21,457			18,632			13,350
Total assets	$	929,863		$	942,205		$	905,588
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	105,264		$	105,691		$	97,725
Accrued salaries and bonus	25,575			23,969			31,080
Current portion of long-term performance compensation	19,181			34,233			29,750
Accrued tenancy	38,312			38,647			45,258
Gift certificates and merchandise credits redeemable	37,873			47,268			41,518
Accrued expenses and other current liabilities	83,748			86,946			81,293
Total current liabilities	309,953			336,754			326,624
Deferred lease costs	165,027			162,620			158,450
Deferred income taxes	6,116			228			1,250
Long-term performance compensation, less current portion	12,452			26,368			20,634
Other liabilities	34,842			31,125			30,455
Commitments and contingencies
Stockholders’ equity
Common stock, $.0068 par value; 200,000,000 shares authorized; 82,563,516 shares issued	561			561			561
Additional paid-in capital	747,986			768,215			769,516
Retained earnings	733,403			676,842			633,724
Accumulated other comprehensive loss	(4,729		)	(4,497		)	(5,123		)
Treasury stock, 36,730,220; 35,958,318 and 35,239,186 shares, respectively, at cost	(1,075,748		)	(1,056,011		)	(1,030,503		)
Total stockholders’ equity	401,473			385,110			368,175
Total liabilities and stockholders’ equity	$	929,863		$	942,205		$	905,588

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

6

ANN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months EndedAugust 3, 2013 and July 28, 2012

(unaudited)

	Six Months Ended
	August 3, 2013			July 28, 2012
	(in thousands)
Operating activities:
Net income	$	56,561		$	59,467
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	13,456			8,425
Depreciation and amortization	51,667			46,365
Loss on disposal and write-down of property and equipment	1,754			1,354
Stock-based compensation	7,616			7,463
Non-cash interest and other non-cash items	(623		)	307
Tax benefit from exercise/vesting of stock awards	1,480			5,390
Changes in assets and liabilities:
Accounts receivable	(6,625		)	(8,483		)
Merchandise inventories	(30,421		)	(8,187		)
Prepaid expenses and other current assets	(816		)	(12,113		)
Refundable income taxes	930			4,200
Other non-current assets and liabilities, net	6,654			1,309
Accounts payable, accrued expenses and other current liabilities	(46,534		)	(300		)
Net cash provided by operating activities	55,099			105,197
Investing activities:
Purchases of marketable securities	(2,565		)	(1,445		)
Sales of marketable securities and short-term investments	574			17
Purchases of property and equipment	(60,679		)	(59,642		)
Other, net	813			(250		)
Net cash used for investing activities	(61,857		)	(61,320		)
Financing activities:
Proceeds from the issuance of common stock pursuant to Associate Discount Stock Purchase Plan	1,169			1,154
Proceeds from exercise of stock options	3,603			11,080
Excess tax benefits from stock-based compensation	1,676			5,828
Repurchases of common and restricted stock	(53,832		)	(79,086		)
Repayments on fixed asset financing and capital lease obligations	(751		)	(722		)
Change in trade payable program obligation, net	(4,988		)	324
Net cash used for financing activities	(53,123		)	(61,422		)
Effect of exchange rate changes on cash	(109		)	—
Net decrease in cash	(59,990		)	(17,545		)
Cash, beginning of period	167,011			150,208
Cash, end of period	$	107,021		$	132,663
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	478		$	668
Cash paid during the period for income taxes	$	26,307		$	28,311
Accrual for purchases of property and equipment	$	24,839		$	19,988
Property and equipment acquired through capital lease	$	2,444		$	—

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

7

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

Interim Financial Information

The Condensed Consolidated Financial Statements are unaudited but, in the opinion of management, contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated.

The results of operations for the 2013 interim periods presented in the Condensed Consolidated Financial Statements are not necessarily indicative of results to be expected for Fiscal 2013.

The February 2, 2013 Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheets of ANN INC. (the “Company”) included in its Annual Report on Form 10-K for the fiscal year ended February 2, 2013.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. As such, the financial information set forth herein should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013. The Company believes that the disclosures made are adequate to prevent the interim financial statements from being misleading.

Immaterial Correction of Balance Sheet Equity Accounts

Subsequent to the issuance of its second quarter Fiscal 2012 interim financial statements, the Company determined that, beginning in Fiscal 2009, it had been incorrectly recording the dollar impact of shares issued out of Treasury Stock in connection with the exercise of stock options, the issuance of restricted stock grants and the vesting, in shares, of restricted unit grants. In connection with these share issuances, the Company inappropriately reduced its Treasury Stock balance in an amount equal to the exercise price of shares issued in connection with stock options exercised or the incorrect cost basis of shares issued in connection with restricted stock grants and the vesting, in shares, of restricted unit grants. The Company should have reduced Treasury Stock by the cost basis of the shares issued, with any difference being charged or credited to Additional Paid-in Capital. As a result, the Company has restated previously presented balances to appropriately reflect the impact of these transactions in its Condensed Consolidated Balance Sheet as of July 28, 2012. The cumulative impact of these corrections has the effect of reducing both Treasury Stock and Additional Paid-in Capital by $41.9 million as of July 28, 2012.

2. Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“AOCI”), which sets forth additional disclosure requirements for items reclassified out of AOCI and into net income, and is effective for annual and interim reporting periods beginning after December 15, 2012. The Company adopted ASU 2013-02 in the first quarter of Fiscal 2013 by presenting amounts reclassified out of AOCI as a separate disclosure in the Notes to the Condensed Consolidated Financial Statements. Amounts reclassified out of AOCI were related to the amortization of net actuarial loss associated with our pension plan.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company is in the process of evaluating ASU 2013-11 and does not expect that it will have a significant impact on its consolidated financial statements.

8

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

3. Fair Value Measurements

The Company follows a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company maintains a self-directed, non-qualified deferred compensation plan structured as a rabbi trust for certain executives at the vice-president level and above. Certain of the investment assets of the rabbi trust are valued based on quoted market prices, which are considered Level 1 inputs, with the remainder based on the net asset value determined by the value of the underlying assets, which are considered Level 2 inputs. The following tables segregate the rabbi trust assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine fair value at each of the stated measurement dates:

	August 3, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	4,110	$	4,110	$	—	$	—
Fixed income funds	694		—		694		—
Equity funds	6,166		—		6,166		—
Total assets	$	10,970	$	4,110	$	6,860	$	—
	February 2, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	3,868	$	3,868	$	—	$	—
Fixed income funds	572		—		572		—
Equity funds	3,683		—		3,683		—
Total assets	$	8,123	$	3,868	$	4,255	$	—

	July 28, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	2,037	$	2,037	$	—	$	—
Fixed income funds	517		—		517		—
Equity funds	3,335		—		3,335		—
Total assets	$	5,889	$	2,037	$	3,852	$	—

9

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

3. Fair Value Measurements (Continued)

As of the dates presented, the Company believes that the carrying value of cash, receivables and payables approximates fair value, due to the short maturity of these financial instruments. As of the dates presented, the Company had no cash equivalents.

4. Earnings Per Share

Basic earnings per share is calculated by dividing net income associated with common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of additional shares of common stock by the Company upon exercise of all outstanding stock options and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method.

The determination and reporting of earnings per share requires the inclusion of time and performance-based restricted stock as participating securities, since they have the right to share in dividends, if declared, equally with common shareholders. During periods of net income, participating securities are allocated a proportional share of net income determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities (“the two-class method”). During periods of net income, participating securities have the effect of diluting both basic and diluted earnings per share. During periods of net loss, no effect is given to participating securities, since they do not share in the losses of the Company.

The following table presents a reconciliation of basic and diluted earnings per share for the quarters and six months endedAugust 3, 2013 and July 28, 2012:

	Quarter Ended
	August 3, 2013					July 28, 2012
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	35,649				$	30,735
Less net income associated with participating securities	709					446
Basic earnings per share	$	34,940	45,695	$	0.76	$	30,289	47,571	$	0.64
Diluted Earnings per Share:
Net income	$	35,649				$	30,735
Less net income associated with participating securities	702					441
Effect of dilutive securities			430					547
Diluted earnings per share	$	34,947	46,125	$	0.76	$	30,294	48,118	$	0.63

	Six Months Ended
	August 3, 2013					July 28, 2012
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	56,561				$	59,467
Less net income associated with participating securities	1,077					884
Basic earnings per share	$	55,484	45,887	$	1.21	$	58,583	47,747	$	1.23
Diluted Earnings per Share:
Net income	$	56,561				$	59,467
Less net income associated with participating securities	1,066					872
Effect of dilutive securities			445					651
Diluted earnings per share	$	55,495	46,332	$	1.20	$	58,595	48,398	$	1.21

10

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

4. Earnings Per Share (Continued)

For the quarter and six months endedAugust 3, 2013, non-participating securities (stock options) representing 710,200 and 754,435 shares of common stock, respectively, were excluded from the computation of weighted average shares for diluted earnings per share due to their antidilutive effect, since their exercise prices exceeded the average market price of the common shares during those periods.

For the quarter and six months endedJuly 28, 2012, non-participating securities (stock options) representing 2,220,200 and 2,147,825 shares of common stock, respectively, were excluded from the computation of weighted average shares for diluted earnings per share due to their antidilutive effect, since their exercise prices exceeded the average market price of the common shares during those periods. In addition, for the six months endedJuly 28, 2012, non-participating securities (performance-based restricted units) representing 12,334 shares of common stock were excluded from the computation of weighted average shares for diluted earnings per share due to the fact that they are contingently issuable securities whose contingency was not met at certain dates during the six-month period. No such shares were excluded from the computation of weighted average shares for diluted earnings per share for the six months endedAugust 3, 2013, or the quarter ended July 28, 2012. In addition, no such shares were outstanding during the quarter ended August 3, 2013, as all outstanding performance-based restricted units vested in shares during the first quarter of Fiscal 2013.

5. Equity and Incentive Compensation Plans

Repurchase Program

During the quarter and six months endedAugust 3, 2013, the Company repurchased 1.5 million shares of its common stock through open market purchases under its existing $600 million securities repurchase program at a cost of $49.1 million. During the quarter and six months endedJuly 28, 2012, the Company repurchased 1.6 million shares and 3.1 million shares, respectively, of its common stock through open market purchases at a cost of $40.0 million and $75.0 million, respectively. As of August 3, 2013, there were no amounts remaining for additional share repurchases under the Company's $600 million securities repurchase program.

On August 21, 2013, the Company’s Board of Directors approved a new $250 million securities repurchase program. The program will expire when the Company has repurchased all securities authorized for repurchase thereunder, unless terminated earlier by the Company’s Board of Directors.

Stock Incentive Plans

During the quarter and six months endedAugust 3, 2013, the Company recognized approximately $3.6 million and $7.6 million, respectively, in stock-based compensation expense. During the quarter and six months endedJuly 28, 2012, the Company recognized approximately $4.1 million and $7.5 million, respectively, in stock-based compensation expense. As of August 3, 2013, there was $5.4 million and $16.3 million of unrecognized compensation cost related to unvested stock options and unvested restricted stock awards, respectively, which is expected to be recognized over a remaining weighted average vesting period of 1.8 years and 2.1 years, respectively. Restricted stock award grants, restricted unit award vestings and shares underlying stock option exercises during the six months endedAugust 3, 2013 were issued out of treasury stock. In addition, restricted stock awards forfeited, as well as shares returned to cover employee tax withholding obligations related to stock option exercises and restricted stock vestings, were returned to treasury stock.

On May 30, 2013, the Company’s shareholders approved certain amendments to the Company's 2003 Equity Incentive Plan, including increasing the total authorized shares reserved for issuance from 11.75 million to 13.4 million common shares.

11

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

5. Equity and Incentive Compensation Plans (Continued)

Stock Options

The following table summarizes stock option activity for the six months endedAugust 3, 2013:

	Shares		Weighted  Average Exercise Price
Options outstanding at beginning of period	2,785,102		$	25.61
Granted (1)	101,400		30.73
Exercised	(183,098	)	19.68
Forfeited or expired	(53,294	)	30.40
Options outstanding at end of period	2,650,110		$	26.12
Vested and exercisable at August 3, 2013	2,112,422		$	25.50
Options expected to vest in the future as of August 3, 2013	460,762		$	28.62

(1) Awards vest annually over a three-year period and expire ten years after the grant date.

The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted as of the grant date. For the six months endedAugust 3, 2013 and July 28, 2012, the fair value of options granted was estimated using the following weighted average assumptions:

	Six Months Ended
	August 3, 2013		July 28, 2012
Expected volatility	52.9	%	54.6	%
Risk-free interest rate	0.9	%	0.9	%
Expected life (years)	5.0		4.4
Dividend yield	—		—

The weighted average fair value of options granted during the six months endedAugust 3, 2013 and July 28, 2012 was $14.09 and $12.36 per share, respectively. There were no options granted during the quarters ended August 3, 2013 and July 28, 2012. The Company estimates the volatility of its common stock on the date of grant based on an average of its historical common stock volatility and the implied volatility of publicly traded options on its common stock.

Restricted Stock

The following table summarizes restricted stock activity for the six months endedAugust 3, 2013:

	Time - Based					Performance - Based
	Number of Shares			Weighted  Average Grant Date Fair Value		Number of Shares			Weighted  Average Grant Date Fair Value
Restricted stock awards at February 2, 2013	461,396			$	27.96	203,671			$	27.81
Granted	401,228		(1)	30.82		178,638		(2)	30.74
Vested	(186,276	)		27.41		(82,633	)		27.92
Forfeited	(41,910	)		29.36		(7,800	)		30.73
Restricted stock awards at August 3, 2013	634,438			$	29.84	291,876			$	29.49

(1) Of this amount, 181,500 shares vest in equal installments in each of March 2014, 2015 and 2016, 179,100 shares vest in March 2016, 27,628 shares vest in May 2014 and 13,000 shares vest in equal installments in each of June 2014, 2015 and 2016.

(footnotes continued on following page)

12

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

5. Equity and Incentive Compensation Plans (Continued)

(2) These shares vest over a three-year period based on achievement of performance targets set bi-annually for each tranche of the grant. Based on Company performance, grantees may earn 50% to 150% of the shares granted with respect to each tranche. If the Company does not achieve the minimum threshold goal associated with such shares, grantees will not earn any shares with respect to that tranche.

Restricted Units

The following table summarizes restricted unit activity for the six months endedAugust 3, 2013:

	Time - Based				Performance - Based
	Number of Shares		Weighted  Average Grant Date Fair Value		Number of Shares		Weighted  Average Grant Date Fair Value
Restricted unit awards at February 2, 2013	75,016		$	19.58	46,003		$	19.58
Vested (1)	(75,016	)	19.58		(46,003	)	19.58
Restricted unit awards at August 3, 2013	—		$	—	—		$	—

(1) All restricted unit awards vested in shares during the first quarter of Fiscal 2013.

Long-Term Performance Compensation

The Company maintains a long-term cash incentive program, the Restricted Cash Program (“RCP”) for vice-presidents and above. During the quarters ended August 3, 2013 and July 28, 2012, the Company recognized $2.1 million and $3.3 million, respectively, in compensation expense under the RCP, a portion of which was the result of changes in estimates. During the six months endedAugust 3, 2013 and July 28, 2012, the Company recognized $6.8 million and $8.2 million, respectively, in compensation expense under the RCP, a portion of which was the result of changes in estimates. As of August 3, 2013, there was $26.9 million of unrecognized compensation cost under the RCP, which is expected to be recognized over a remaining weighted average deferral period of 2.6 years.

6. Revolving Credit Facility

On December 19, 2012, the Company’s wholly-owned subsidiary, AnnTaylor, Inc., and certain of its subsidiaries, entered into a Fourth Amended and Restated $250 million senior secured revolving credit facility with Bank of America, N.A. and a syndicate of lenders (the “Credit Facility”), which amended the existing senior secured revolving credit facility due to expire in April 2013. The Credit Facility provides the Company with a $75 million sub-facility solely for loans and letters of credit to be provided to ANN Canada Inc., a wholly-owned subsidiary of AnnTaylor, Inc., and an option to increase the total facility and the aggregate commitments thereunder up to $400 million, subject to the lenders’ agreement to increase their commitment for the requested amount. The Credit Facility expires on December 19, 2017 and may be used for working capital, letters of credit and other corporate purposes, and contains an acceleration clause which, upon the occurrence of an Event of Default, including but not limited to, a Material Adverse Effect, each as defined in the Credit Facility, may cause any outstanding borrowings to become immediately due and payable.

The maximum availability for loans and letters of credit under the Credit Facility is governed by a quarterly borrowing base, determined by the application of specified percentages of certain eligible assets, primarily accounts receivable and inventory. Commercial and standby letters of credit outstanding under the Credit Facility totaled approximately $13.5 million, $14.1 million and $14.1 million as of August 3, 2013, February 2, 2013 and July 28, 2012, respectively, leaving a remaining available balance for loans and letters of credit of $199.1 million, $150.8 million and $172.6 million, respectively. There were no borrowings outstanding under the Credit Facility at August 3, 2013, February 2, 2013, July 28, 2012 or as of August 23, 2013, the date of this filing.

The lenders have been granted a security interest in the inventory and accounts receivable of AnnTaylor, Inc. and certain of its subsidiaries, as collateral for the obligations under the Credit Facility. The Credit Facility contains financial and other covenants, including limitations on indebtedness and liens, and a fixed charge coverage ratio covenant that is triggered if certain liquidity thresholds are not met.

13

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

7. Employee Benefits

The following table summarizes the components of net periodic pension cost for the Company:

	Quarter Ended						Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
	(in thousands)
Net periodic pension cost:
Interest cost	$	360		$	438		$	720		$	875
Expected return on plan assets	(323		)	(378		)	(645		)	(755		)
Amortization of actuarial loss	158			175			315			350
Net periodic pension cost	$	195		$	235		$	390		$	470

The Company froze its noncontributory defined benefit pension plan (the "Pension Plan") in October 2007. The Company was neither required to, nor did it make, any contributions to its Pension Plan during the quarters or six months endedAugust 3, 2013 and July 28, 2012.

8. Accumulated Other Comprehensive Income

The following table summarizes the components of AOCI for the six months endedAugust 3, 2013:

	Foreign Currency Translation			Unrecognized Pension Benefit Costs			Total
	(in thousands)
Balance at February 2, 2013	$	19		$	(4,516	)	$	(4,497	)
Other comprehensive income/(loss) before reclassifications:
Foreign currency translation adjustment	(426		)	—			(426		)
Amounts reclassified from AOCI:
Amortization of net actuarial loss (1)	—			315			315
Amounts reclassified from AOCI, before tax (2)	—			315			315
Income tax expense (3)	—			121			121
Net current period other comprehensive (loss)/income, net of tax	(426		)	194			(232		)
Balance at August 3, 2013	$	(407	)	$	(4,322	)	$	(4,729	)

(1) Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company's Condensed Consolidated Statements of Operations. See Note 7, “Employee Benefits,” for further details.

(2) During the quarter and six months ended August 3, 2013, the Company reclassified income of $0.2 million ($0.1 million net of tax) and $0.3 million ($0.2 million net of tax), respectively, from AOCI related to our employee benefit plan.

(3) Relates to amounts reclassified from AOCI.

9. Legal Proceedings

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the amount of any liability that could arise with respect to these actions cannot be determined with certainty, in the Company’s opinion, any such liability will not have a material adverse effect on its consolidated financial position, consolidated results of operations or liquidity.

14

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

General

ANN INC., through its wholly-owned subsidiaries, is a leading national specialty retailer of women's apparel, shoes and accessories, sold primarily under the “Ann Taylor” and “LOFT” brands. We were incorporated in the State of Delaware in 1988 and changed our name to ANN INC. in March 2011. For more than half a century, we have evolved with the needs of real women who live full, active lives.

Our rich heritage dates back to 1954, when we opened our first Ann Taylor store in New Haven, Connecticut. Back then, “Ann Taylor” represented a best-selling dress style that embodied the well-dressed woman. Today, we operate 1,007 retail stores in 47 states, the District of Columbia, Puerto Rico and Canada. In addition to our stores, our clients can shop online at www.anntaylor.com and www.LOFT.com (together, our “Online Stores”) or by phone at 1-800-DIAL-ANN and 1-888-LOFT-444.

We are committed to and driven by a simple but important mission - “to inspire and connect with our clients to put their best selves forward every day.” This is evident in our strong brands as well as in our commitment to operate our business responsibly and thoughtfully. This commitment means that our clients can look and feel great about the clothes that they wear, and that as a business, we are holding ourselves to high standards. It means forging strong partnerships with our suppliers so that our products are made ethically. It means investing in new programs and innovation to minimize our impact on the environment. And it means making meaningful contributions to our communities.

Unless the context indicates otherwise, all references to “we,” “our,” “us,” and “the Company” refer to ANN INC. and its wholly-owned subsidiaries.

Management Overview

During the second quarter of Fiscal 2013, we achieved record diluted earnings per share results of $0.76, which reflects solid growth in net sales, positive comparable sales at both brands and double-digit growth in net income as compared to the same period last year.  Despite the highly promotional and competitive retail environment, we experienced higher merchandise gross margin rate performance, due to higher full price selling and more effective targeted promotions. However, increased client shipping costs related to our multi-channel initiative more than offset these gains and resulted in lower overall gross margin rate performance as compared to last year.  In the factory/outlet channel at both brands, we focused on maximizing profitability, as factory/outlet centers continued to experience softer traffic trends during the second quarter.

 At the Ann Taylor brand, overall comparable sales increased 3.1% during the second quarter of Fiscal 2013. At our multi-channel Ann Taylor business, which includes Ann Taylor stores and anntaylor.com, comparable sales increased 9.3%, while at Ann Taylor Factory, comparable sales declined 7.2%. Results at Ann Taylor continued to benefit from our strategies to offer clients a broader assortment of fashion in all stores and online; maintain a more category-specific promotional stance; ensure the right balance of the merchandise offering across good, better and best price points; and further enhance the shopping experience, both in-store and online. Together, these strategies resulted in higher full-price sell-through, as well as an increase in merchandise gross margin rate performance as compared to the second quarter of Fiscal 2012.  At Ann Taylor Factory, softer traffic patterns in factory/outlet centers continued to impact top-line performance during the second quarter.  Despite this, the Ann Taylor brand achieved its fifth consecutive quarter of positive comparable sales performance and we believe the brand is well-positioned to continue this momentum through the Fall season.

At the LOFT brand, overall comparable sales increased 2.5% during the second quarter of Fiscal 2013, reflecting an increase of 3.7% at our multi-channel LOFT business, which includes LOFT stores and LOFT.com, and a decline of 3.2% at LOFT Outlet.  Overall, LOFT's second quarter merchandise offerings were received positively by clients, and our expanded offerings in denim and LOFT Lounge, in particular, resonated very well.  At LOFT Outlet, the comparable sales decline largely reflected reduced traffic at factory/outlet centers during the quarter; however, we continued to focus on maximizing profitability in this channel, supported by conservative inventory positioning. Looking ahead, we see the opportunity to deliver positive comparable sales in the LOFT Outlet channel and we believe that, overall, the LOFT brand is well-positioned to deliver profitable growth over the remainder of Fiscal 2013.

15

We continue to make progress on our real estate strategy, which is focused on supporting our brands' objectives to enhance the overall productivity and profitability of our store fleet in the United States and Canada. Overall, we opened 21 new stores and closed three underperforming stores during the second quarter of Fiscal 2013. Ann Taylor continued to roll-out its new format stores, opening three new stores and right-sizing and remodeling five existing stores during the quarter. At LOFT, we continued to expand the fleet, primarily in small- and mid-markets, with the addition of 11 new stores during the quarter. We also continued expansion in the factory/outlet channel, adding three new Ann Taylor Factory stores and four new LOFT Outlet stores. At the end of the second quarter, our 1,007 store fleet was comprised of 275 Ann Taylor stores, 525 LOFT stores, 105 Ann Taylor Factory stores and 102 LOFT Outlet stores.

 In summary, our record second quarter diluted earnings per share results reflect that our product was well received and our strategic initiatives continue to gain traction, and we expect they will create further opportunities for ANN INC. over the long-term.  Both Ann Taylor and LOFT are strong brands that offer great fashion, service, quality, value and personalization, along with an engaging client experience across all channels.  We believe in our brands and are focused on strategically growing our business.  In support of this commitment, our Board of Directors recently approved a new $250 million share repurchase program, reflecting both the confidence in our business strategy and our efforts to further enhance shareholder value.

Key Performance Indicators

In evaluating our performance, senior management reviews certain key performance indicators, including:

• Comparable sales – Comparable sales ("comps") provide a measure of existing store sales performance. A store is included in comparable sales in its thirteenth month of operation. A store with a square footage change of greater than 15% is treated as a new store for the first year following its reopening. Sales from our Online Stores are also included in comparable sales.

• Gross margin and merchandise gross margin – Gross margin measures our ability to control the direct costs of merchandise sold during the period.  Merchandise gross margin represents the difference between net merchandise sales and merchandise cost.   Merchandise cost includes the cost paid to our third-party suppliers for merchandise sold during the period and the cost to transport that merchandise from our suppliers to our distribution center, including customs costs.  Gross margin includes merchandise gross margin, as well as revenue and/or expenses related to:  our sourcing operations; fulfillment and shipment of online and multi-channel sales; depreciation related to merchandise management systems; sample product development; and direct costs of our credit card loyalty program. Buying and occupancy costs are excluded from cost of sales and gross margin.

• Operating income – Because retailers do not uniformly record supply chain, buying and/or occupancy costs as components of cost of sales or selling, general and administrative expenses, operating income allows us to benchmark our performance relative to other retailers. Operating income represents earnings before interest, other income/expense and income taxes and measures our earnings power from ongoing operations.

• Store productivity – Store productivity, including sales per square foot, average unit retail price ("AUR"), units per transaction ("UPT"), dollars per transaction ("DPT"), traffic and conversion, is evaluated by management in assessing our operating performance.

• Inventory turnover – Inventory turnover measures our ability to sell our merchandise and how many times it is replaced over time. This ratio is important in determining the need for markdowns, planning future inventory levels and assessing client response to our merchandise.

• Quality of merchandise offerings – To monitor and maintain client acceptance of our merchandise offerings, we monitor sell-through levels, inventory turnover, gross margin, returns and markdown rates at a class and style level. This analysis helps identify merchandise issues at an early date and helps us plan future product development and buying.

16

Results of Operations

The following table sets forth data from our Condensed Consolidated Statements of Operations expressed as a percentage of net sales:

	Quarter Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	45.3	%	44.1	%	44.8	%	43.8	%
Gross margin	54.7	%	55.9	%	55.2	%	56.2	%
Selling, general and administrative expenses	45.3	%	47.0	%	47.5	%	47.7	%
Operating income	9.4	%	8.9	%	7.7	%	8.5	%
Interest and investment income/(expense), net	0.1	%	(0.1	)%	0.1	%	—	%
Other non-operating income, net	—	%	—	%	—	%	—	%
Income before income taxes	9.5	%	8.8	%	7.8	%	8.5	%
Income tax provision	3.9	%	3.7	%	3.1	%	3.3	%
Net income	5.6	%	5.1	%	4.7	%	5.2	%

The following table sets forth selected data from our Condensed Consolidated Statements of Operations expressed as a percentage change from the comparable prior period:

	Quarter Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	increase/(decrease)
Net sales	7.3	%	6.6	%	5.0	%	6.8	%
Gross margin	5.1	%	8.3	%	3.1	%	7.1	%
Operating income	13.3	%	27.0	%	(4.5	)%	12.2	%
Net income	16.0	%	24.0	%	(4.9	)%	14.1	%

Sales and Sales-Related Metrics

The following tables set forth certain sales and sales-related metrics:

	Quarter Ended
	August 3, 2013				July 28, 2012
	Sales		Comp %		Sales		Comp %
Sales and Comparable Sales	($ in thousands)
Ann Taylor brand
Ann Taylor (1)	$	165,807	9.3	%	$	151,689	7.8	%
Ann Taylor Factory	79,356		(7.2	)%	81,586		2.1	%
Total Ann Taylor brand	$	245,163	3.1	%	$	233,275	5.6	%
LOFT brand
LOFT (2)	$	320,373	3.7	%	$	300,489	5.0	%
LOFT Outlet	72,662		(3.2	)%	61,108		0.3	%
Total LOFT brand	$	393,035	2.5	%	$	361,597	4.2	%
Total Company	$	638,198	2.8	%	$	594,872	4.7	%

17

Sales and Sales-Related Metrics (continued)

	Six Months Ended
	August 3, 2013				July 28, 2012
	Sales		Comp %		Sales		Comp %
Sales and Comparable Sales	($ in thousands)
Ann Taylor brand
Ann Taylor (1)	$	316,590	7.8	%	$	293,900	(1.9	)%
Ann Taylor Factory	147,840		(6.6	)%	151,751		1.5	%
Total Ann Taylor brand	$	464,430	2.6	%	$	445,651	(0.8	)%
LOFT brand
LOFT (2)	$	618,870	1.5	%	$	599,363	8.4	%
LOFT Outlet	129,404		(5.3	)%	110,269		2.5	%
Total LOFT brand	$	748,274	0.4	%	$	709,632	7.5	%
Total Company	$	1,212,704	1.2	%	$	1,155,283	4.3	%

	Quarter Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
Sales-Related Metrics
Average Dollars Per Transaction ("DPT")
Ann Taylor brand	$	71.61	$	76.50	$	75.38	$	79.44
LOFT brand	56.95		58.16		60.41		62.59
Average Units Per Transaction ("UPT")
Ann Taylor brand	2.45		2.37		2.47		2.36
LOFT brand	2.65		2.64		2.66		2.66
Average Unit Retail ("AUR")
Ann Taylor brand	$	29.23	$	32.28	$	30.52	$	33.66
LOFT brand	21.49		22.03		22.71		23.53

(1) Includes sales at Ann Taylor stores and anntaylor.com.

(2) Includes sales at LOFT stores and LOFT.com.

18

Store Data

The following tables set forth certain store data:

	Quarter Ended
	August 3, 2013				July 28, 2012
	Stores		Square Feet		Stores		Square Feet
	(square feet in thousands)
Stores and Square Footage
Ann Taylor brand
Ann Taylor	275		1,373		277		1,419
Ann Taylor Factory	105		715		100		691
Total Ann Taylor brand	380		2,088		377		2,110
LOFT brand
LOFT	525		3,015		505		2,929
LOFT Outlet	102		685		80		555
Total LOFT brand	627		3,700		585		3,484
Total Company	1,007		5,788		962		5,594
Number of:
Stores open at beginning of period	989		5,699		947		5,524
New stores (1)	21		111		17		97
Downsized/expanded stores, net (2)	—		(8	)	—		(16	)
Closed stores	(3	)	(14	)	(2	)	(11	)
Stores open at end of period	1,007		5,788		962		5,594

	Six Months Ended
	August 3, 2013				July 28, 2012
	Stores		Square Feet		Stores		Square Feet
	(square feet in thousands)
Number of:
Stores open at beginning of period	984		5,685		953		5,584
New stores (3)	34		177		24		133
Downsized/expanded stores, net (4)	—		(14	)	—		(41	)
Closed stores	(11	)	(60	)	(15	)	(82	)
Stores open at end of period	1,007		5,788		962		5,594

(1) During the quarter ended August 3, 2013, we opened three new Ann Taylor stores, three new Ann Taylor Factory stores, 11 new LOFT stores and four new LOFT Outlet stores. During the quarter ended July 28, 2012, we opened three new Ann Taylor stores, one new Ann Taylor Factory store, seven new LOFT stores and six new LOFT Outlet stores.

(2) During the quarter ended August 3, 2013, we downsized four Ann Taylor stores and expanded one LOFT store. During the quarter ended July 28, 2012, we downsized six Ann Taylor stores, one Ann Taylor Factory store and expanded one Ann Taylor store.

(3) During the six months endedAugust 3, 2013, we opened four new Ann Taylor stores, four new Ann Taylor Factory stores, 20 new LOFT stores and six new LOFT Outlet stores. During the six months endedJuly 28, 2012, we opened five new Ann Taylor stores, one new Ann Taylor Factory store, 11 new LOFT stores and seven new LOFT Outlet stores.

(4) During the six months endedAugust 3, 2013, we downsized six Ann Taylor stores, one Ann Taylor Factory store and two LOFT stores and expanded one LOFT store. During the six months endedJuly 28, 2012, we downsized nine Ann Taylor stores, four Ann Taylor Factory stores, one LOFT store and one LOFT Outlet store and expanded one Ann Taylor store.

19

Net sales for the quarter and six months ended August 3, 2013 increased 7.3% and 5.0%, respectively, over the comparable 2012 periods, with comparable sales up 2.8% and 1.2%, respectively. These results were on top of the 4.7% and 4.3% comparable sales increases achieved during the quarter and six months ended July 28, 2012. The overall sales increase for both the quarter and six-month periods was driven by increases in traffic and transactions at our multi-channel Ann Taylor and LOFT businesses, reflecting the combined benefits of fresh new fashion and multi-channel sales growth as well as the impact of net store growth over the comparable prior year periods.

By brand, Ann Taylor's net sales for the quarter and six months ended August 3, 2013 increased $11.9 million, or 5.1%, and $18.8 million, or 4.2%, respectively, over the comparable prior-year periods, with comparable sales increasing 3.1% and 2.6%, respectively. Sales at our multi-channel Ann Taylor business, which includes Ann Taylor stores and anntaylor.com, benefited from increases in traffic and transactions, which reflected the success of our strategy to provide an expanded assortment of relevant fashion with better offerings across all price points both in-store and online, and contributed to comparable sales increases of 9.3% and 7.8% for the quarter and six-month periods, respectively. At Ann Taylor Factory, sales were impacted by a continued decrease in traffic at factory/outlet centers across much of the United States, which contributed to comparable sales decreases of 7.2% and 6.6% for the quarter and six-month periods, respectively.

At LOFT, net sales increased $31.4 million, or 8.7%, and $38.6 million, or 5.4%, during the quarter and six months ended August 3, 2013, respectively, with comparable sales up 2.5% and 0.4% for the quarter and six-month period, respectively. At our multi-channel LOFT business, which includes LOFT stores and LOFT.com, we benefited from incremental store growth and robust traffic and transactions, partially offset by decreases in AUR and DPT due to an increased level of promotional activity early in the Spring season to effectively clear through inventory. Our second quarter merchandise assortment was well received, particularly our expanded offerings in denim and Loft Lounge. These factors contributed to comparable sales increases of 3.7% and 1.5% for the second quarter and six-month periods, respectively. At LOFT Outlet, net sales increased 18.9% and 17.4% for the quarter and six months ended August 3, 2013, respectively, primarily as a result of continued store growth, while comparable sales decreased 3.2% and 5.3%, respectively, due to a continued decline in traffic at factory/outlet centers across much of the United States.

Cost of Sales and Gross Margin

The following table presents cost of sales and gross margin in dollars and gross margin as a percentage of net sales:

	Quarter Ended				Six Months Ended
	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
	(dollars in thousands)
Cost of sales	$288,921		$262,471		$542,862		$505,511
Gross margin	$349,277		$332,401		$669,842		$649,772
Percentage of net sales	54.7	%	55.9	%	55.2	%	56.2	%

Gross margin as a percentage of net sales for the quarter ended August 3, 2013 was 54.7% versus 55.9% in the comparable 2012 period. We experienced a year-over-year increase in merchandise gross margin rate performance, primarily due to the impact of multi-channel sales, an expanded assortment of relevant fashion with better offerings across all price points at Ann Taylor and our strategy to conservatively manage inventory levels to drive profitability in our factory/outlet channel at both brands. The improvement in merchandise gross margin rate performance was more than offset by the impact of higher levels of client shipping associated with multi-channel sales on our overall gross margin rate.

For the six months endedAugust 3, 2013, gross margin as a percentage of net sales decreased to 55.2% from 56.2% in the comparable 2012 period. We experienced merchandise gross margin rate improvement compared to the prior-year period primarily due to the impact of multi-channel sales, favorable client response to our merchandise assortment and pricing strategies at Ann Taylor and our strategy to conservatively manage inventory levels to drive profitability in our factory/outlet channel at both brands. However, the improvement in merchandise gross margin rate performance during the six-month period was more than offset by the effect of higher levels of client shipping associated with multi-channel sales and an increased level of promotional activity at LOFT early in the Spring season.

20

Selling, General and Administrative Expenses

The following table presents selling, general and administrative expenses in dollars and as a percentage of net sales:

	Quarter Ended						Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
	(dollars in thousands)
Selling, general and administrative expenses	$	289,298		$	279,456		$	575,951		$	551,474
Percentage of net sales	45.3		%	47.0		%	47.5		%	47.7		%

The increase in selling, general and administrative expenses for the second quarter and six months ended August 3, 2013 versus the comparable prior-year periods was primarily due to higher payroll and occupancy costs related to store growth and other expenses associated with the expansion of our business. As a percentage of net sales, the decrease in selling, general and administrative expenses for the quarter and six months endedAugust 3, 2013 versus the comparable prior-year periods was primarily due to fixed cost leveraging as a result of higher net sales partially offset by higher payroll and occupancy costs related to store growth and other expenses supporting the expansion of our business.

Income Taxes

The following table presents our income tax provision and effective income tax rate:

	Quarter Ended						Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
	(dollars in thousands)
Income tax provision	$	24,827		$	21,826		$	37,968		$	38,667
Effective income tax rate	41.1		%	41.5		%	40.2		%	39.4		%

The effective income tax rate of 41.1% for the quarter ended August 3, 2013 was consistent with the comparable 2012 period. The increase in our effective income tax rate for the six months endedAugust 3, 2013 over the comparable 2012 period is primarily due to the benefit in the prior-year period of tax positions that were considered effectively settled, as well as changes in the mix of earnings in various state taxing jurisdictions. We expect our full year effective income tax rate to be approximately 41%.

Liquidity and Capital Resources

Our primary source of working capital is cash flow from operations. The following table sets forth certain measures of our liquidity:

	August 3, 2013		February 2, 2013		July 28, 2012
	(dollars in thousands)
Working capital	$	172,412	$	169,275	$	161,450
Current ratio	1.56:1		1.50:1		1.49:1

Operating Activities

Cash provided by operating activities was $55.1 million for the six months ended August 3, 2013, compared with $105.2 million for the six months ended July 28, 2012. The year-over-year decrease is primarily the result of year-over-year increases in cash used for the purchase of merchandise inventories, payments related to our incentive compensation plans, and the timing of payment of accounts payable and other accrued expenses.

Merchandise inventories increased approximately $25.6 million, or 11.6%, at August 3, 2013 compared to July 28, 2012. On a per-square-foot basis, merchandise inventories at August 3, 2013 increased 8% as compared to July 28, 2012, reflecting a 5% decrease at Ann Taylor, and increases of 18% at LOFT and 11% in the factory/outlet channel. The increases at LOFT and the factory/outlet channel reflect the impact of timing shifts in the receipt of merchandise as compared to last year.

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Investing Activities

Cash used for investing activities was $61.9 million for the six months ended August 3, 2013, compared with $61.3 million for the six months ended July 28, 2012. Cash used for investing activities was primarily driven by capital expenditures related to our store expansion and refurbishment projects during both periods.

Financing Activities

Cash used for financing activities was $53.1 million for the six months ended August 3, 2013, compared with $61.4 million for the six months ended July 28, 2012. Cash used for financing activities was primarily for the repurchase of common stock under our share repurchase program during both periods. During the prior-year period, this was partially offset by cash inflows related to the exercise of stock options.

Repurchase Program

During the quarter and six months endedAugust 3, 2013, we repurchased 1.5 million shares of our common stock through open market purchases under our existing $600 million securities repurchase program at a cost of $49.1 million. During the quarter and six months endedJuly 28, 2012, we repurchased 1.6 million shares and 3.1 million shares, respectively, of our common stock through open market purchases at a cost of $40.0 million and $75.0 million, respectively. As of August 3, 2013, there were no amounts remaining for additional share repurchases under our $600 million securities repurchase program.

On August 21, 2013, the Company’s Board of Directors approved a new $250 million securities repurchase program. The program will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors.

Revolving Credit Facility

On December 19, 2012, our wholly-owned subsidiary, AnnTaylor, Inc., and certain of its subsidiaries, entered into a Fourth Amended and Restated $250 million senior secured revolving credit facility with Bank of America, N.A. and a syndicate of lenders (the “Credit Facility”), which amended the existing senior secured revolving credit facility due to expire in April 2013. The maximum availability for loans and letters of credit under the Credit Facility is governed by a quarterly borrowing base, determined by the application of specified percentages of certain eligible assets, primarily accounts receivable and inventory. Commercial and standby letters of credit outstanding under the Credit Facility totaled approximately $13.5 million, $14.1 million and $14.1 million as of August 3, 2013, February 2, 2013 and July 28, 2012, respectively, leaving a remaining available balance for loans and letters of credit of $199.1 million, $150.8 million and $172.6 million as of August 3, 2013, February 2, 2013 and July 28, 2012, respectively. There were no borrowings outstanding under the Credit Facility at August 3, 2013, February 2, 2013, July 28, 2012 or as of August 23, 2013, the date of this filing.

The Credit Facility contains financial and other covenants, including limitations on indebtedness and liens, and a fixed charge coverage ratio covenant that is triggered if certain liquidity thresholds are not met.  As of August 3, 2013 and August 23, 2013, the date of this filing, the Company was in compliance with all such covenants. For additional information, see Note 6, “Revolving Credit Facility,” in the Notes to the Condensed Consolidated Financial Statements.

Other

We have significant amounts of cash on deposit at FDIC-insured financial institutions that are currently in excess of federally insured limits, therefore, we cannot be assured that we will not experience losses with respect to those deposits. We continually evaluate our deposit investment options in accordance with our corporate investment policy and certain restrictions on permitted investments in our Credit Facility.

Foreign cash balances at August 3, 2013 were $3.9 million, the majority of which was held in Canadian dollars. As of February 2, 2013 and July 28, 2012, we had foreign cash balances of $3.0 million and $0.5 million, respectively.

On October 1, 2007, we froze our noncontributory defined benefit pension plan (the “Pension Plan”). Our Pension Plan is invested in readily liquid investments, primarily equity and debt securities. Although we were not required to make a contribution to the Pension Plan in Fiscal 2012 or Fiscal 2011, any deterioration in the financial markets or changes in discount rates may require us to make a contribution to our Pension Plan in Fiscal 2013.

We are self-insured for expenses related to our employee medical plan, our workers' compensation plan, general liability plan and for short-term and long-term disability, up to certain thresholds.

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Critical Accounting Estimates

Our discussion and analysis of our results of operations and capital resources are based on the Condensed Consolidated Financial Statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes, including revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities. Management has determined that our most critical accounting estimates are those related to merchandise inventory valuation, asset impairment, income taxes and stock and incentive-based compensation. Actual results in these areas could differ from management’s estimates. We continue to monitor our accounting policies to ensure proper application of current rules and regulations. There have been no significant changes in the information concerning our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“AOCI”), which sets forth additional disclosure requirements for items reclassified out of AOCI and into net income, and is effective for annual and interim reporting periods beginning after December 15, 2012. We adopted ASU 2013-02 in the first quarter of Fiscal 2013, by presenting amounts reclassified out of AOCI as a separate disclosure in the Notes to the Condensed Consolidated Financial Statements. Amounts reclassified out of AOCI were related to the amortization of net actuarial loss associated with our pension plan.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. We are currently in the process of evaluating ASU 2013-11 and do not expect that it will have a significant impact on our financial statements.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk.

We have significant amounts of cash on deposit at FDIC-insured financial institutions that are currently in excess of federally insured limits, therefore, we cannot be assured that we will not experience losses with respect to those deposits. We continually evaluate our deposit investment options in accordance with our corporate investment policy and certain restrictions on permitted investments in our Credit Facility.

We are exposed to limited market risk, primarily related to foreign currency exchange. We have exchange rate exposure primarily with respect to certain revenues and expenses denominated in the Canadian dollar. As of August 3, 2013, our monetary assets and liabilities subject to this exposure are immaterial; therefore, the potential immediate loss to us that would result from a hypothetical 10% change in foreign currency exchange rates would not have a material impact on our earnings or cash flows.

Our Credit Facility allows for investments in financial instruments with original maturity dates of up to 360 days. As of August 3, 2013, we did not hold any investments that did not qualify as cash.

Item 4.         Controls and Procedures.

The Company conducted an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this filing. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this filing.

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During the second quarter of Fiscal 2013, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information concerning purchases of our common stock for the periods indicated, which, upon repurchase, are classified as treasury shares available for general corporate purposes:

	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Program
					(in thousands)
May 5, 2013 to June 1, 2013	962	$	31.10	—	$	49,084
June 2, 2013 to July 6, 2013	1,044,082	32.35		1,043,600	15,322
July 7, 2013 to August 3, 2013	457,365	33.55		456,746	—
	1,502,409			1,500,346

(1) Includes 2,063 shares of restricted stock purchases in connection with employee tax withholding obligations under the employee equity compensation plans, which are not purchases under the Company's publicly announced program.

(2) We repurchased 1,500,346 shares under our existing $600 million share repurchase program during the second quarter of Fiscal 2013 at a cost of $49.1 million, exhausting that repurchase authorization. On August 21, 2013, our Board of Directors approved a new $250 million securities repurchase program. The program will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors.

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Item 6. Exhibits

Exhibit Number	Description
10.1*†	The ANN INC. 2003 Equity Incentive Plan, as amended through March 6, 2013, and the Amendment to The ANN INC. 2003 Equity Incentive Plan, dated August 22, 2013.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1°	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

* Filed electronically herewith.

° Furnished electronically herewith.

† Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements 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.

		ANN INC.
Date:	August 23, 2013	By:	/s/    Kay Krill
			Kay Krill
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	August 23, 2013	By:	/s/    Michael J. Nicholson
			Michael J. Nicholson
			Executive Vice President, Chief Operating Officer,
			Chief Financial Officer, and Treasurer
			(Principal Financial Officer)

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Exhibit Index

Exhibit Number	Description
10.1*†	The ANN INC. 2003 Equity Incentive Plan, as amended through March 6, 2013, and the Amendment to The ANN INC. 2003 Equity Incentive Plan, dated August 22, 2013.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1°	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

* Filed electronically herewith.

° Furnished electronically herewith.

† Management contract or compensatory plan or arrangement.

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EX-10.1

Exhibit 10.1

THE ANN INC.

2003 EQUITY INCENTIVE PLAN, AS AMENDED

1. Purpose.

This 2003 Equity Incentive Plan (the “Plan”) is intended to encourage stock ownership by employees of ANN INC. (the “Corporation”), its divisions and Subsidiary Corporations, so that they may acquire or increase their proprietary interest in the Corporation, and to encourage such employees to remain in the employ of the Corporation, its divisions and Subsidiary Corporations, and to put forth maximum efforts for the success of the business. The Plan is also intended to encourage Directors of the Corporation who are not employees or officers of the Corporation or its Subsidiary Corporations (“Eligible Directors”) to acquire or increase their proprietary interest in the Corporation and to further promote and strengthen the interest of such Eligible Directors in the development and financial success of the Corporation and to assist the Corporation in attracting and retaining highly qualified Eligible Directors.

2. Definitions.

As used in this Plan, the following words and phrases shall have the meanings indicated:

(a) “AWARD” shall mean an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Unit Award or Other Award granted pursuant to the Plan.

(b) “CAUSE” used in connection with the termination of employment or service of a Grantee, shall, unless otherwise determined by the Committee or specified in the Grantee’s employment agreement, mean a termination of employment or service of the Grantee by the Corporation or a division or Subsidiary Corporation due to (i) the Grantee’s failure to render services in accordance with the terms of such Grantee’s employment or service, which failure amounts to a material neglect of such Grantee’s duties, (ii) the commission by the Grantee of an act of fraud, misappropriation (including, without limitation, the unauthorized disclosure of confidential or proprietary information) or embezzlement, or (iii) a conviction of or guilty plea or confession to any felony.

(c) “CODE” shall mean the Internal Revenue Code of 1986, as amended.

(d) “COMMON STOCK” shall mean shares of the Corporation’s Common Stock, par value $.0068 per share.

(e) “DISABILITY” shall mean a Grantee’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

(f) “EXCHANGE ACT” shall mean the Securities Exchange Act of 1934, as amended.

(g) “EXECUTIVE OFFICER” shall mean an officer of the Corporation who is an “executive officer” within the meaning of Rule 3b-7 under the Exchange Act.

(h) “FAIR MARKET VALUE” per share as of a particular date shall mean (i) the closing sales price per share of Common Stock as reported on the New York Stock Exchange (or if the shares of Common Stock are not then traded on such exchange, on the principal national securities exchange on which they are then traded) for the last preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are not then traded on a national securities exchange but are traded on an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market for the last preceding date on which there was a sale of such Common Stock in such market, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee (as defined in Section 3 hereof) in its discretion may determine.

(i) “GRANTEE” shall mean a person to whom an Award has been granted.

(j) “INCENTIVE STOCK OPTION” shall mean an Option that is intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

(k) “NONSTATUTORY STOCK OPTION” shall mean an Option that is not intended to be an Incentive Stock Option.

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(l) “OPTION” shall mean the right, granted to a Grantee pursuant to Section 6, to purchase a specified number of shares of Common Stock, on the terms and subject to the restrictions set forth in this Plan and by the Committee upon the grant of the Option to the Grantee.

(m) “OTHER AWARD” shall mean an award granted pursuant to Section 8 that is subject to the terms and restrictions set forth in this Plan.

(n) “PERFORMANCE-BASED COMPENSATION” shall mean compensation that satisfies the requirements of Section 162(m) of the Code (“Section 162(m)”) for deductibility of remuneration paid to a “covered employee,” as that term is defined in Section 162(m).

(o) “PERFORMANCE GOAL” shall mean the specific objectives that may be established by the Committee, from time to time, with respect to an award granted under the Plan, which objectives shall be based on one or more of the following, determined in accordance with generally accepted accounting principles, as applicable: revenue; net or gross sales; comparable store sales; net income; gross margin; operating profit (corporate and/or divisional); earnings before all or any of interest, taxes, depreciation and/or amortization; cash flow; working capital; return on equity, assets, cash or cash equivalents on balance sheet, capital or investment; market share; sales (net or gross) measured by store, product line, territory, operating or business unit, customers, or other category; earnings or book value per share of Common Stock; earnings from continuing operations; net worth; turnover or shrinkage in inventory; levels of expense, cost or liability by store, product line, territory, operating or business unit or other category; appreciation in the price of Common Stock; the payment of a dividend on Common Stock; total shareholder return (stock price appreciation plus dividends); any other Generally Accepted Accounting Principles (“GAAP”) financial measures; implementation of critical projects or processes consisting of one or more objectives based on meeting specified market penetration, geographical business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions and budget comparisons; and personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions. Where applicable, the Performance Goal may be expressed in terms of attaining a specified level of the selected criterion or the attainment of a percentage increase or decrease in the selected criterion, or may be applied to the performance of the Corporation relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. Performance Goals may relate to the performance of a store, business unit, Subsidiary Corporation, product line, division, territory, or the Corporation or a combination thereof.

(p) “PERFORMANCE PERIOD” shall mean the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to any Award that is intended to qualify as Performance-Based Compensation.

(q) “PERFORMANCE SCHEDULE” shall mean a schedule or other objective method of determining the achievement of a Performance Goal relative to the applicable Performance Target.

(r) “PERFORMANCE TARGET” shall mean the Performance Goal established by the Committee with respect to a Performance Period.

(s) “RESTRICTED SHARE” shall mean a share of Common Stock, awarded to a Grantee pursuant to Section 7, that is subject to the terms and restrictions set forth in this Plan and by the Committee upon the award of the Restricted Share to the Grantee.

(t) “RESTRICTED UNIT” shall mean the right, awarded to a Grantee pursuant to Section 7, to receive a share of Common Stock or an amount in cash equal to the Fair Market Value of one share of Common Stock, on the terms and subject to the restrictions set forth in this Plan and in the applicable Award agreement.

(u) “RETIREMENT” shall mean a Grantee’s voluntary termination of employment with the Corporation and its Subsidiary Corporations after age 65 with at least 5 years of service with the Corporation or its Subsidiary Corporations, or as otherwise provided in the applicable Award agreement.

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(v) “STOCK APPRECIATION RIGHT” (or “SAR”) shall mean the right granted to a Grantee, pursuant to Section 6, to receive shares of Common Stock or cash upon exercise of a specified number of shares of Common Stock, on the terms and subject to the restrictions set forth in this Plan and in the applicable Award agreement.

(w) “SUBSIDIARY CORPORATION” shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the employer corporation if, at the time of granting an Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(x) “SUBSTITUTE AWARDS” shall mean Awards granted or shares of Common Stock issued by the Corporation in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Corporation or any Subsidiary Corporation or with which the Company or any Subsidiary Corporation combines.

3. Administration.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”) (or any duly authorized subcommittee of the Committee). The Committee shall consist solely of two or more members of the Board, each of whom shall be an “outside director” within the meaning of Section 162(m), a “nonemployee director” within the meaning of Rule 16b-3, as from time to time amended, promulgated under Section 16 of the Exchange Act, and an “independent director” within the meaning of the New York Stock Exchange Listed Company Manual.

The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the purchase price of the shares of Common Stock covered by each Option (the “Option Price”); to determine the exercise price of the shares of Common Stock covered by each SAR (the “SAR Exercise Price”); to determine the persons to whom, and the time or times at which, Awards shall be granted; to determine the number of shares to be covered by each Option, SAR or Other Award and to determine the number of Restricted Shares and Restricted Units to be covered by each Restricted Stock Award and Restricted Unit Award; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the agreements (which need not be identical) entered into in connection with grants of Options and SARs (“Option Agreements” and “SAR Agreements”), Restricted Stock Awards and Restricted Unit Awards (“Restricted Award Agreements”) or Other Awards (“Other Award Agreements”); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing (but subject to the provisions of Section 6(k)), the Committee shall not have the authority to reduce the exercise price for any Option or SAR by repricing or replacing such Option or SAR unless the Corporation shall have obtained the prior consent of its stockholders.

The determinations of the Committee shall be binding and conclusive on all parties. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The Committee shall have the authority in its discretion to delegate to specified officers of the Corporation the power to make Awards, including, without limitation, to determine the terms of such Awards, and the power to extend the exercisability of Options and SARs pursuant to Section 6(g) or 6(h) hereof, in each case consistent with the terms of this Plan (but only to the extent permissible under Section 409A of the Code, hereinafter, “Section 409A,” and the provisions of Section 157 of the Delaware General Corporations Law) and subject to such restrictions, if any, as the Committee may specify when making such delegation; provided that the delegates shall not have authority to make Awards to, or extend the exercisability of Options and SARs held by, such delegates or any Executive Officer or Eligible Director. Any delegation of duties by the Committee pursuant to this paragraph shall be subject to the requirements of Section 162(m), Rule 16b-3 and the New York Stock Exchange Listed Company Manual, as applicable.

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No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award made hereunder.

4. Eligibility.

Awards may be granted to employees (including, without limitation, officers who are employees) of the Corporation or its present or future divisions and Subsidiary Corporations, and to Eligible Directors. In determining the persons to whom Awards shall be granted and the number of shares to be covered by each Award, the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success of the Corporation and such other factors as the Committee shall deem relevant in connection with accomplishing the purpose of the Plan. A person to whom an Option has been granted hereunder is sometimes referred to herein as an “Optionee.”

A Grantee shall be eligible to receive more than one Award during the term of the Plan, but only on the terms and subject to the restrictions hereinafter set forth.

5. Stock.

The shares of Common Stock available to be delivered upon issuance or settlement of an Award hereunder may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Corporation. The aggregate number of shares of Common Stock as to which Awards may be granted from time to time under this Plan on or after the date of the 2013 meeting of the shareholders of the Corporation shall not exceed 3,425,000, it being understood that one (1) share shall count against such limit for each share of Common Stock underlying an Award granted pursuant to the Plan after February 2, 2013. The maximum number of shares of Common Stock that may be covered by Incentive Stock Options shall not exceed 800,000 in the aggregate.

Under the Plan, no single Grantee may be granted Awards in the aggregate covering more than 800,000 shares of Common Stock, of which up to 800,000 Awards may be Incentive Stock Options, during any fiscal year of the Corporation. The limitations set forth in this Section 5 shall be subject to adjustment as provided in Section 6(k) or 7(f) hereof, as applicable.

If after February 2, 2013 any shares subject to an Award are forfeited, canceled, exchanged or surrendered, or if an Award otherwise terminates or expires without a distribution or payment required to be made to the Grantee in respect of all or a portion of the shares subject to the Award, the shares of Common Stock with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. In connection with the exercise of an Option or SAR (whether settled in cash or in shares of Common Stock) the excess of the number of shares of Common Stock with respect to which the Option or SAR is exercised over the number of shares of Common Stock actually delivered to the Grantee (or in the case of a cash settlement, the number of shares equivalent in value to the cash delivered) in connection with such exercise shall again be available for Awards under the Plan. Shares of Common Stock available for Awards under the Plan shall be increased by the following: (i) shares tendered or withheld in payment of the exercise price of an award and (ii) shares tendered or withheld in respect of tax withholding obligations.

Substitute Awards shall not reduce the number of shares of Common Stock available for Awards under the Plan, nor shall shares of Common Stock subject to Substitute Awards again be available for Awards under the Plan pursuant to the preceding paragraph. Additionally, in the event that a company which is acquired by or combined with the Corporation or any Subsidiary Corporation has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for grant under the Plan (and shares subject to such Awards shall not be again available for grant under this Plan); provided, that Awards granted using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Corporation or any Subsidiary Corporation immediately prior to such acquisition or combination.

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6. Terms and Conditions of Options and Stock Appreciation Rights.

Each Option and SAR granted pursuant to the Plan shall be evidenced by a written Option Agreement or SAR Agreement (as applicable) between the Corporation and the Grantee, which agreement shall comply with and be subject to the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Committee, in its discretion, shall establish):

(a) NUMBER OF SHARES. Each Option Agreement and SAR Agreement shall state the number of shares of Common Stock to which the Option or SAR (as applicable) relates. The number of shares subject to any Option and SAR shall be subject to adjustment as provided in Section 6(k) hereof.

(b) TYPE OF OPTION. Each Option Agreement shall specifically state whether the Option is intended to be an Incentive Stock Option.

(c) OPTION PRICE; SAR EXERCISE PRICE. Each Option Agreement and SAR Agreement shall state the Option Price or SAR Exercise Price (as applicable), which, except with respect to an Option or SAR which is a Substitute Award, shall be not less than one hundred percent (100%) of the Fair Market Value of the shares of Common Stock of the Corporation on the date of grant of the Option or SAR (as applicable); provided, however, a SAR granted in tandem with, but subsequent to, the Option, or an SAR granted in exchange for an Option, may have a SAR Exercise Price not less than the Option Price of such Option (subject to the requirements of Section 409A). The Option Price and SAR Exercise Price shall be subject to adjustment as provided in Section 6(k) hereof. The date on which the Committee adopts a resolution expressly granting an Option or SAR shall be considered the day on which such Option or SAR is granted, unless such resolution expressly provides for a specific later date.

(d) MEDIUM AND TIME OF PAYMENT OF OPTION PRICE. The Option Price shall be paid in full, at the time of exercise, (i) in cash, (ii) in previously-owned shares of Common Stock having a Fair Market Value equal to such Option Price, (iii) in a combination of cash and shares, or (iv) in the sole discretion of the Committee, through a cashless exercise procedure involving a broker.

(e) TERM AND EXERCISE OF OPTIONS AND SARS. Except as provided in Section 6(k) hereof or unless otherwise determined by the Committee, the shares covered by an Option or SAR shall become exercisable over such period, in cumulative installments or otherwise, or upon the satisfaction of such Performance Goals or other conditions, as the Committee shall determine; provided, however, that the Committee shall have the authority to accelerate the exercisability of all or any portion of any outstanding Option or SAR at such time and under such circumstances as it, in its sole discretion, deems appropriate, and provided further, however, that such exercise period shall not exceed 10 years from the date of grant of such Option or SAR. The exercise period shall be subject to earlier termination as provided in Sections 6(g) and 6(h) hereof. In the event that the day on which an Option (other than an Incentive Stock Option) would expire occurs during a period in which trading in Common Stock is prohibited by law or the Corporation’s policy, the expiration date of such Option shall automatically be extended until the 30^th day following the end of such prohibition. An Option or SAR may be exercised, as to any or all full shares of Common Stock as to which the Option or SAR has become exercisable, by giving written or electronic notice of such exercise to the Secretary of the Corporation; provided, however, that an Option or SAR may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option or SAR is then exercisable if such number of shares is less than 100).

(f) OTHER CONDITIONS APPLICABLE TO SARS. A SAR may be granted in tandem with all or part of an Option (in which case the exercise of the Option or SAR, as applicable, will reduce the number of shares remaining for exercise under the tandem SAR or Option, as applicable) or at any subsequent time during the term of such Option, or without regard to any Option. Upon the exercise of a SAR, the Grantee shall have the right to receive for each share for which the SAR is exercised the excess of (i) the Fair Market Value of one share of Common Stock on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at the time of grant) over (ii) the SAR Exercise Price. The Committee shall determine in its sole discretion whether payment on exercise of an SAR shall be made in shares, cash, other property, or any combination thereof.

(g) TERMINATION. Except as provided in this Section 6(g) and in Section 6(h) hereof (and except as otherwise provided in the applicable Award agreement), an Option or SAR may not be exercised unless the Grantee is then in the employ or service of the Corporation or one of its divisions or Subsidiary

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Corporations, and unless the Grantee has remained continuously so employed or in service since the date of grant of the Option or SAR. Except as provided in the applicable Option Agreement or SAR Agreement, in the event that the employment or service of a Grantee shall terminate or cease other than by reason of death, Disability, Retirement or a termination by the Corporation for Cause, all Options and SARs theretofore granted to such Grantee that are exercisable at the time of such termination may, to the extent not theretofore exercised or canceled, be exercised at any time within the earlier of when the Options or SARs expire pursuant to Section 6(e) hereof and three (3) months after such termination of employment or cessation of service, as applicable; provided, however, that the Committee may in its discretion extend the period for exercise of such Options or SARs to a date later than three (3) months after such separation or cessation date, but in any event not beyond the date on which the Option or SAR would otherwise expire pursuant to Section 6(e) hereof. Notwithstanding the foregoing, except as provided in the applicable Option Agreement or SAR Agreement, if the employment of a Grantee shall terminate voluntarily by the Grantee or by the Corporation for Cause, all Options and SARs theretofore granted to such Grantee shall, to the extent not theretofore exercised, terminate on the day following termination.

(h) DEATH, DISABILITY OR RETIREMENT. Except as provided in the applicable Option Agreement or SAR Agreement, if a Grantee shall die while employed by or in service to the Corporation or a Subsidiary Corporation, or if the Grantee’s employment or service shall terminate or cease by reason of Disability or Retirement, all Options and SARs theretofore granted to such Grantee, to the extent exercisable on the date of death or separation, may be exercised by the Grantee or by the Grantee’s estate or by a person who acquired the right to exercise such Option or SAR by bequest or inheritance or otherwise by reason of the death or Disability of the Grantee, at any time within three (3) years after the date of death or termination by reason of Disability or Retirement, or at such later time as the Committee may in its discretion determine, but in any event not beyond the date on which the Option or SAR would otherwise expire pursuant to Section 6(e) hereof.

(i) NONTRANSFERABILITY OF OPTIONS AND SARS. Options and SARs granted under the Plan shall not be transferable except (i) by will or the laws of descent and distribution, or (ii) as specifically provided below in this Section (6)(i). Any Grantee may transfer Nonstatutory Stock Options and SARs to charitable organizations or members of his or her Immediate Family (as defined below) if (x) the Option Agreement or SAR Agreement (as applicable) pursuant to which the Nonstatutory Stock Option or SAR was granted so provides, (y) such agreement was approved by the Board or the Committee, and (z) the Grantee does not receive any consideration for the transfer. “Immediate Family” means children, grandchildren, and spouse of the Grantee (including domestic partners under applicable law) or one or more trusts for the benefit of such family members or partnerships or other entities in which such family members are the only partners or holders of equity interests. Any Nonstatutory Stock Option Agreement or SAR Agreement may be amended to provide for the transferability feature as outlined above, provided that such amendment is approved by the Board or the Committee. Any Nonstatutory Stock Option or SAR not granted pursuant to an Option Agreement or SAR Agreement expressly permitting its transfer shall not be transferable. During the lifetime of the Grantee, Options or SARs may be exercised only by the Grantee, the guardian or legal representative of the Grantee, or the transferee as permitted under this Section 6(i).

(j) SPECIAL PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. The provisions of this Section 6(j) shall apply to the grant of Incentive Stock Options, notwithstanding any other provision of the Plan to the contrary. Only employees of the Corporation or any Subsidiary Corporation may be granted Incentive Stock Options under the Plan. In the case of any Incentive Stock Option, to the extent the aggregate Fair Market Value (determined at the time such Option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under the Plan and all other Incentive Stock Option plans of the Corporation and any Subsidiary Corporation) exceeds $100,000, such Option shall be treated as a Nonstatutory Stock Option. In no event shall any employee who, at the time such employee would otherwise be granted an Option, owns (within the meaning of Section 424(d) of the Code) stock of the Corporation or any Subsidiary Corporation possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or any Subsidiary Corporation, be eligible to receive an Incentive Stock Option under the Plan. To the extent an Incentive Stock Option is exercised more than three months following the t . .

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termination of the Grantee’s employment (other than a termination resulting from the Grantee’s death or Disability), such Option shall be treated as a Nonstatutory Stock Option.

(k) EFFECT OF CERTAIN CHANGES. (1) In the event that any extraordinary cash dividend or other distribution is declared (whether in the form of cash, Common Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Committee shall adjust, (i) the number and kind of shares of stock which may thereafter be issued in connection with Options and SARs hereunder, (ii) the number and kind of shares of stock or other property issued or issuable in respect of outstanding Options and SARs, (iii) the exercise price, grant price or purchase price relating to any outstanding award, and (iv) the limitations set forth in Section 5; in such equitable manner as it deems appropriate, in its sole discretion, to prevent the dilution or enlargement of rights; provided that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the Code. Any fractional shares resulting from such adjustment shall be disregarded.

(2) If an Acceleration Event (as defined below) shall occur while unexercisable Options or SARs remain outstanding under the Plan, such Options and SARs not theretofore exercisable by their terms shall become exercisable in full. An “Acceleration Event” shall occur if:

(A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than any person who on the date hereof is a director or officer of the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities;

(B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clause (A) or (C) of this Section 6(k)(2)) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(C) there is consummated a merger or consolidation of the Corporation with any other entity other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or

(D) the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets.

Following the Acceleration Event, the Committee may provide for the cancellation of all Options or SARs then outstanding. Upon such cancellation, the Corporation shall make, in exchange for each such Option or SAR, a payment either in (i) cash; (ii) shares of the successor entity; or (iii) some combination of cash or shares thereof, at the discretion of the Committee, and in each case in an amount per share subject to such Option or SAR equal to the difference between the per share exercise price of such Option or SAR and the Fair Market Value of a share of Common Stock on the date of the Acceleration Event. In the event that the Fair Market Value of a share of Common Stock on the date of the Acceleration Event is less than the per share exercise price of an Option or SAR, the Committee may cancel such Option or SAR without consideration therefor.

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(3) In the event of a change in the Common Stock of the Corporation as presently constituted which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan.

(4) The foregoing adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive.

(5) Except as hereinbefore expressly provided in this Section 6(k), the Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation; and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option or SAR. The grant of an Option or SAR pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets.

(l) RIGHTS AS A STOCKHOLDER. A Grantee or a transferee of an Option or SAR shall have no rights as a stockholder with respect to any shares covered by the Option or SAR until the date of the issuance of a stock certificate for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 6(k) hereof.

(m) PERFORMANCE GOALS. The Committee may determine that the vesting and/or payment of an Option or SAR shall be made subject to one or more Performance Goals. Performance Goals established by the Committee may be different with respect to different Grantees. The Committee shall have the authority to make equitable adjustments to any Performance Goal in recognition of unusual or nonrecurring events affecting the Corporation, its financial statements or its shares, in response to change in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence, including any major settlement, judgment or any other material liability in connection with a litigation or governmental proceeding or investigation, or any gain, loss or expense related to the acquisition, disposition or discontinuance of a business or a segment of a business, or related to a change in accounting principles, or to reflect capital charges. Options or SARs granted to Executive Officers which are intended to be Performance-Based Compensation shall comply with the applicable requirements of Section 9 below. With respect to Grantees who are not Executive Officers, Performance Goals may also include such individual objective or subjective performance criteria as the Committee may, from time to time, establish. Performance Goals applicable to any Option or SAR may include a threshold level of performance below which no portion of such Award shall become vested and/or payable, and levels of performance at which specified percentages of such Award shall become vested and/or payable.

(n) OTHER PROVISIONS. The Option Agreements and SAR Agreements authorized under the Plan may contain such other provisions, including, without limitation, the imposition of (1) restrictions upon the exercise of an Option or SAR and (2) provisions that will result in the forfeiture of an Option or SAR and/or the shares acquired thereunder in the event the Grantee breaches covenants relating to non-competition, confidentiality and non-solicitation of employees and customers, as the Committee shall deem advisable.

7. Terms and Conditions of Restricted Stock Awards and Restricted Unit Awards.

Each Restricted Stock Award and Restricted Unit Award granted under the Plan shall be evidenced by a written Restricted Award Agreement between the Corporation and the Grantee, which agreement shall comply with, and be subject to, the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Committee, in its discretion, shall establish):

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(a) NUMBER OF SHARES AND UNITS. The Committee shall determine the number of Restricted Shares to be awarded to a Grantee pursuant to the Restricted Stock Award and the number of Restricted Units to be awarded to a Grantee pursuant to a Restricted Unit Award.

(b) NONTRANSFERABILITY. Except as set forth in subsections (f) and (h) of this Section 7, a Grantee may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares or Restricted Units awarded to said Grantee under this Plan, or any interest therein, except by will or the laws of descent and distribution, until the Restricted Period (as defined below) shall have elapsed. The Committee may also in its discretion impose such other restrictions and conditions on Restricted Shares and Restricted Units awarded as it deems appropriate including, without limitation, the imposition of provisions that will result in the forfeiture of Restricted Shares and Restricted Units in the event the Grantee breaches covenants relating to non-competition, confidentiality and non-solicitation of employees and customers.

In determining the Restricted Period of an award, the Committee may provide that the restrictions shall lapse with respect to specified percentages of the awarded shares or units on successive anniversaries of the date of such award or upon the satisfaction of such other conditions as the Committee may impose, including, without limitation, the attainment of one or more Performance Goals. To the extent that the vesting of a Restricted Stock Award or Restricted Unit Award is subject to the attainment of one or more Performance Goals, any rights of the Grantee to receive dividends or dividend equivalents in respect of such Restricted Stock Award or Restricted Stock Unit Award shall also be subject to the attainment of such Performance Goals, and may not be paid prior to the achievement of such Performance Goals. The Committee may require that dividend and dividend equivalents on Restricted Stock Awards and Restricted Stock Unit Awards which are subject to time-based vesting requirements may not be paid until the Restricted Period with respect to such Restricted Stock Awards or Restricted Stock Unit Award has lapsed.

In no event shall the Restricted Period end with respect to a Restricted Stock Award or Restricted Unit Award prior to the satisfaction by the Grantee of any liability arising under Section 10 hereof. Any attempt to dispose of any Restricted Shares in contravention of any such restrictions shall be null and void and without effect. The period during which such restrictions on transfer, and such other restrictions as the Committee may impose, are in effect is referred to as the “Restricted Period.”

(c) CERTIFICATES REPRESENTING RESTRICTED SHARES. The Corporation shall not be required to issue stock certificates representing Restricted Shares awarded to a Grantee until the Restricted Period related to such shares has lapsed. If any stock certificates representing Restricted Shares awarded pursuant to a Restricted Stock Award are issued prior to the lapse of the Restricted Period, such stock certificate shall bear an appropriate legend referring to such restrictions. Such certificates may be retained by the Corporation during the Restricted Period.

(d) TERMINATION. If the Grantee’s continuous employment or service with the Corporation or any of its divisions or Subsidiary Corporations shall terminate for any reason prior to the expiration of the Restricted Period applicable to any Restricted Shares or Restricted Units granted to such Grantee, or prior to the satisfaction of any other conditions established by the Committee applicable to such Award, except as otherwise determined by the Committee, any such Restricted Shares or Restricted Units then remaining subject to restrictions (after taking into account the provisions of subsections (f) and (h) of this Section 7) shall thereupon be forfeited by the Grantee and any such Restricted Shares shall be transferred to, and reacquired by, the Corporation or its Subsidiary Corporation at no cost to the Corporation or the Subsidiary Corporation. In such event, the Grantee, or in the event of his/her death, his/her personal representative, shall, with respect to any such shares, forthwith deliver to the Secretary of the Corporation any stock certificates in the possession of the Grantee or the Grantee’s representative representing the Restricted Shares remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Corporation.

(e) RIGHTS AS A STOCKHOLDER. Upon receipt by a Grantee of a Restricted Stock Award, the Grantee shall possess all incidents of ownership of the Restricted Shares (subject to subsection (b) of this Section 7) including, without limitation, the right to receive or reinvest dividends (to the extent declared by the Corporation and subject to any vesting as described in Subsection (b) of this Section 7) with respect to such shares and to vote such shares.

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(f) EFFECT OF CERTAIN CHANGES. The number of Restricted Shares or Restricted Units subject to a Award shall be appropriately adjusted by the Committee in the event of any circumstance described in Section 6(k)(1). Upon the occurrence of an Acceleration Event, as defined in Section 6(k)(2), all restrictions then outstanding with respect to a Restricted Stock Award shall automatically expire and be of no further force and effect. Upon the occurrence of an Acceleration Event, as defined in Section 6(k)(2), all restrictions then outstanding with respect to a Restricted Unit Award shall automatically expire and be of no further force and effect, and full payment in respect of such Restricted Unit Award shall be made as soon as practicable thereafter, but only if permissible under Section 409A; if such settlement is not permissible under Section 409A, then settlement shall occur in accordance with the other terms of the Restricted Unit Award.

(g) PERFORMANCE GOALS. The Committee may determine that the vesting and/or payment of a Restricted Stock Award or a Restricted Unit Award shall be made subject to one or more Performance Goals. Performance Goals established by the Committee may be different with respect to different Grantees. The Committee shall have the authority to make equitable adjustments to any Performance Goal in recognition of unusual or nonrecurring events affecting the Corporation, its financial statements or its shares, in response to change in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the acquisition, disposition or discontinuance of a business or a segment of a business, or related to a change in accounting principles, or to reflect capital charges. Restricted Stock Awards or Restricted Unit Awards granted to Executive Officers which are intended to be Performance-Based Compensation shall comply with the requirements of Section 9 below. With respect to Grantees who are not Executive Officers, Performance Goals may also include such individual objective or subjective performance criteria as the Committee may, from time to time, establish. Performance Goals applicable to any Restricted Stock Award or Restricted Unit Award may include a threshold level of performance below which no portion of such Award shall become vested and/or payable, and levels of performance at which specified percentages of such Award shall become vested and/or payable.

(h) OTHER PROVISIONS. The Committee shall have the authority (and the Restricted Award Agreement may so provide) to cancel all or any portion of any outstanding restrictions and conditions prior to the expiration of the Restricted Period with respect to all or part of a Restricted Stock Award or Restricted Unit Award on such terms and conditions as the Committee may deem appropriate, provided that any such cancellation with respect to Restricted Unit Awards shall only be made in compliance with the provisions of Section 409A. The Restricted Award Agreements authorized under this Plan shall contain such other provisions not inconsistent with the terms hereof as the Committee shall deem advisable. Restricted Unit Awards shall be granted with terms and conditions which comply with or are exempt from the provisions of Section 409A and shall be administered and interpreted in a manner which causes such Restricted Unit Awards to continue to comply with or be exempt from the applicable provisions of Section 409A.

8. Other Awards.

The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine (“Other Awards”), which such Other Awards shall be evidenced by agreement in such form as the Committee shall from time to time approve. Without limiting the generality of the preceding sentence, each such Other Awards may (i) involve the transfer of actual shares of Common Stock to Grantees, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of Common Stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of phantom stock, performance shares, deferred share units, stock bonuses or share-denominated performance units, and (iv) be designed to qualify as Performance-Based Compensation; provided that to the extent that any such Other Award is subject to Section 409A, the agreement evidencing the grant of such Other Award shall contain terms and conditions (including, without limitation, deferral and payment provisions), that comply with Section 409A. To the extent the vesting of any Other Award is subject to the achievement of one or more Performance Goals, any rights of the Grantee to receive dividends or dividend equivalents in respect of such Other Awards shall be subject to the attainment of such Performance Goals, and may not be paid prior to the achievement of such Performance Goals.

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9. Performance-Based Compensation.

The Committee may grant Awards intended to qualify as Performance-Based Compensation pursuant to the Plan which shall comply with and be subject to the following terms and conditions:

(a) CALCULATION AND WRITTEN DETERMINATIONS. The amount payable with respect to Awards that are intended to qualify as Performance-Based Compensation shall be determined in any manner permitted by Section 162(m). Determinations by the Committee as to the establishment of Performance Goals for any given Performance Period, the length of the Performance Period, the Performance Schedules for such Performance Period, the level of actual achievement of Performance Goals, and the amount payable with respect to Awards intended to be Performance-Based Compensation shall be recorded in writing. Specifically, the Committee shall certify in writing, in a manner conforming to Section 162(m), prior to settlement of each such Award intended to be Performance-Based Compensation, that the Performance Goals and other material terms upon which settlement of the Award was conditioned have been satisfied.

(b) DISCRETIONARY REDUCTION. The Committee may, in its sole discretion, reduce or eliminate the amount payable to any Grantee with respect to an Award that is intended to qualify as Performance-Based Compensation, based on such factors as the Committee may deem relevant, but the Committee may not increase any such amount above the amount established in accordance with the relevant Performance Schedule. For purposes of clarity, the Committee may exercise the discretion provided for by the foregoing sentence in a non-uniform manner among Grantees.

(c) PERFORMANCE MEASURES. The performance goals upon which the payment or vesting of any Award that is intended to qualify as Performance-Based Compensation depend shall (i) be objective business criteria and shall otherwise meet the requirements of Section 162(m), including the requirements that the level or levels of performance targeted by the Committee result in the achievement of those goals being “substantially uncertain,” and (ii) relate to one or more of the Performance Goals, as determined by the Committee in its sole discretion. Performance Goals may differ for Awards made to any one Grantee or to different Grantees.

The Committee shall determine the length of the Performance Period with respect to each Award that is intended to be Performance-Based Compensation; provided that in no event shall such Performance Period be shorter than one fiscal year of the Corporation. Performance Periods may be overlapping. The Committee shall establish the Performance Targets and Performance Schedules for each Performance Period within ninety (90) days of the commencement of such Performance Period and not later than the expiration of the first 25% of the Performance Period.

The Committee may provide, in connection with the setting of the Performance Goals applicable to Awards intended to be Performance-Based Compensation, that any evaluation of performance may include or exclude certain unusual or nonrecurring events affecting the Corporation, its financial statements or its shares, including, without limitation, the following: (i) asset write downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Financial Accounting Standards Board Accounting Standards Codification 225-20 “Extraordinary and Unusual Items” and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Corporation’s Annual Report on Form 10-K for the applicable year; (vi) acquisitions or divestitures; and (vii) foreign exchange gains and losses. Such inclusions or exclusions shall be prescribed in a form that meets the requirements of Section 162(m) for deductibility.

Nothing in this Section 9 is intended to limit the Committee’s discretion to adopt conditions with respect to any Award that is not intended to qualify as Performance-Based Compensation that relate to performance other than the Performance Goals. In addition, the Committee may, subject to the terms of the Plan, amend previously granted Awards in a way that disqualifies them as Performance-Based Compensation.

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In the event that the requirements of Section 162(m) and the regulations thereunder change to permit Committee discretion to alter the Performance Goals without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

10. Withholding Taxes.

When a Grantee or other person becomes entitled to receive shares of Common Stock or cash pursuant to the exercise of an Option or SAR or upon the lapse of restrictions relating to a Restricted Stock Award, or to receive a cash payment or shares with respect to a Restricted Unit Award or Other Award upon the lapse of restrictions relating thereto, the Corporation shall have the right to require the Grantee or such other person to remit to the Corporation an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Unless otherwise prohibited by the Committee or by applicable law, satisfaction of the withholding tax obligation may be accomplished by any of the following methods or by a combination of such methods: (a) tendering a cash payment, (b) authorizing the Corporation to withhold from the shares of Common Stock or cash otherwise payable (1) one or more of such shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the withholding tax obligation (which shall be calculated at the minimum required statutory rate) or (2) cash in an amount less than or equal to the amount of the total withholding tax obligation and (c) delivering to the Corporation previously-owned shares of Common Stock having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation.

11. Term of Plan.

Unless terminated earlier by the Board, the term of this Plan shall be 10 years from the date the Plan was amended as of March 6, 2013. No Award shall be granted pursuant to this Plan later than March 6, 2023, but Awards theretofore granted may extend beyond that date in accordance with their terms.

12. Amendment and Termination of the Plan.

The Board may, at any time and from time to time, suspend, terminate, modify or amend the Plan. Except as provided in Section 6 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any Award previously made, unless the written consent of the Grantee is obtained. Furthermore, except as provided in Section 6 hereof, no modification or amendment of the Plan shall be made that, without the approval of stockholders, would:

(a) increase the total number of shares reserved for the purpose of the Plan;

(b) reduce the exercise price for Options or SARs by repricing or replacing such Awards; or

(c) otherwise require approval under applicable law or the rules of the New York Stock Exchange (or such other national stock exchange upon which the Common Stock is listed) or to satisfy the requirements of Section 162(m).

Other than as expressly provided in Section 6(k) herein, the Committee shall not have the authority to cancel any outstanding Option or SAR in exchange for cash, securities or another Award, or the issuance of a new Option or SAR (as applicable) in its place with a lower exercise price; provided, however, that this sentence shall not prohibit an exchange offer whereby the Corporation provides certain Grantees with an election to cancel an outstanding Option or SAR and receive cash or a grant of a new Option or SAR (as applicable) at a future date if such exchange offer only occurs with stockholder approval. Notwithstanding the foregoing, the Committee shall have the authority to amend the Plan and any award made hereunder to the extent necessary to cause the Plan or such award to comply with the provisions of Section 409A and such amendment shall not require the consent of the Grantee.

13. Effective Date.

The Plan was initially adopted on March 11, 2003 by the Board of Directors. The Amended and Restated Plan dated March 6, 2013 is subject to approval by the shareholders of the Corporation.

14. Code Section 409A.

The Corporation intends that the Plan and each Award made hereunder that is subject to Section 409A shall comply with Section 409A and that the Plan shall be interpreted, operated and administered accordingly. In the event

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any term and/or condition of an Award made hereunder would cause the application of an accelerated or additional tax under Section 409A, such term and/or condition shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. Any reservation of rights by the Corporation hereunder affecting the timing of payment of any Award subject to Section 409A will only be as broad as is permitted by Section 409A. Notwithstanding anything herein to the contrary, in no event shall the Corporation or the Committee be liable for the payment of or gross up in connection with any taxes and or penalties owed by the Participant pursuant to Section 409A.

15. Clawback Policies.

Notwithstanding anything in the Plan to the contrary, the Corporation will be entitled, to the extent permitted or required by applicable law, Corporation policy and/or the requirements of an exchange on which the Corporation’s shares are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Corporation or any of its Affiliates at any time to a Grantee under this Plan and each Grantee, by accepting an Award pursuant to this Plan, agrees to comply with any Corporation request or demand for such recoupment.

16. Miscellaneous.

(a) EFFECT OF HEADINGS. The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.

(b) COMPLIANCE WITH LEGAL REQUIREMENTS. The Plan and the other obligations of the Corporation under the Plan and any agreement shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Corporation, in its discretion, may postpone the issuance or delivery of Common Stock under any Award as the Corporation may consider appropriate, and may require any Grantee to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with applicable laws, rules and regulations.

(c) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in any agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Corporation or any of its divisions or Subsidiary Corporations, to be entitled to any remuneration or benefits not set forth in the Plan or such agreement or to interfere with or limit in any way the right of the Corporation or such division or Subsidiary Corporation to terminate such Grantee’s employment.

(d) GRANTEE RIGHTS. No Grantee shall have any claim to be made any Award under the Plan, and there is no obligation for uniformity of treatment for Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award shall have no rights as a stockholder with respect to any shares covered by any Award until the date of the issuance of a stock certificate for such shares.

(e) BENEFICIARY. A Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor or administrator of the Grantee’s estate shall be deemed to be the Grantee’s beneficiary.

17. Governing Law.

The Plan shall be construed and administered in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law.

13

AMENDMENT TO

THE ANN INC.

2003 EQUITY INCENTIVE PLAN, AS AMENDED

The ANN INC. 2003 Equity Incentive Plan, as amended effective as of March 6, 2013 (the “Plan”), is hereby further amended as of August 22, 2013 as set forth below.

1. The second paragraph of Section 9(c) of the Plan is hereby amended and restated to read as follows:

“The Committee shall determine the length of the Performance Period with respect to each Award that is intended to be Performance-Based Compensation. Performance Periods may be overlapping. The Committee shall establish the Performance Targets and Performance Schedules for each Performance Period within ninety (90) days of the commencement of such Performance Period and not later than the expiration of the first 25% of the Performance Period.”

Except as set forth above, the Plan is hereby ratified and affirmed in all respects.

14

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kay Krill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ANN INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 23, 2013	/s/ Kay Krill
		Kay Krill
		President and Chief Executive Officer

EX-31.2

                                         Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Nicholson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ANN INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 23, 2013	/s/ Michael J. Nicholson
		Michael J. Nicholson
		Executive Vice President,
		Chief Operating Officer,
		Chief Financial Officer, and Treasurer

EX-32.1

                                                  Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ANN INC. (the "Company") on Form 10-Q for the period ended August 3, 2013 as filed with the Securities and Exchange Commission (the "Report"), we, Kay Krill, Chief Executive Officer of the Company, and Michael J. Nicholson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of each of our knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 23, 2013	/s/ Kay Krill
		Kay Krill
		Chief Executive Officer
Date:	August 23, 2013	/s/ Michael J. Nicholson
		Michael J. Nicholson
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to ANN INC. and will be retained by ANN INC. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Fair Value Measurements (Tables)

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company maintains a self-directed, non-qualified deferred compensation plan structured as a rabbi trust for certain executives at the vice-president level and above. Certain of the investment assets of the rabbi trust are valued based on quoted market prices, which are considered Level 1 inputs, with the remainder based on the net asset value determined by the value of the underlying assets, which are considered Level 2 inputs. The following tables segregate the rabbi trust assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine fair value at each of the stated measurement dates:

	August 3, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	4,110	$	4,110	$	—	$	—
Fixed income funds	694		—		694		—
Equity funds	6,166		—		6,166		—
Total assets	$	10,970	$	4,110	$	6,860	$	—
	February 2, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	3,868	$	3,868	$	—	$	—
Fixed income funds	572		—		572		—
Equity funds	3,683		—		3,683		—
Total assets	$	8,123	$	3,868	$	4,255	$	—

	July 28, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	2,037	$	2,037	$	—	$	—
Fixed income funds	517		—		517		—
Equity funds	3,335		—		3,335		—
Total assets	$	5,889	$	2,037	$	3,852	$	—

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Current assets
Cash	$ 107,021	$ 167,011	$ 132,663
Accounts receivable	24,438	17,856	28,074
Merchandise inventories	247,269	216,848	221,634
Refundable income taxes	8,271	9,201	7,765
Deferred income taxes	28,358	30,397	32,122
Prepaid expenses and other current assets	67,008	64,716	65,816
Total current assets	482,365	506,029	488,074
Property and equipment, net	423,850	409,703	374,803
Deferred income taxes	2,191	7,841	29,361
Other assets	21,457	18,632	13,350
Total assets	929,863	942,205	905,588
Current liabilities
Accounts payable	105,264	105,691	97,725
Accrued salaries and bonus	25,575	23,969	31,080
Current portion of long-term performance compensation	19,181	34,233	29,750
Accrued tenancy	38,312	38,647	45,258
Gift certificates and merchandise credits redeemable	37,873	47,268	41,518
Accrued expenses and other current liabilities	83,748	86,946	81,293
Total current liabilities	309,953	336,754	326,624
Deferred lease costs	165,027	162,620	158,450
Deferred income taxes	6,116	228	1,250
Long-term performance compensation, less current portion	12,452	26,368	20,634
Other liabilities	34,842	31,125	30,455
Commitments and contingencies
Stockholders' equity
Common stock, $.0068 par value; 200,000,000 shares authorized; 82,563,516 shares issued	561	561	561
Additional paid-in capital	747,986	768,215	769,516
Retained earnings	733,403	676,842	633,724
Accumulated other comprehensive loss	(4,729)	(4,497)	(5,123)
Treasury stock, 36,730,220; 35,958,318 and 35,239,186 shares, respectively, at cost	(1,075,748)	(1,056,011)	(1,030,503)
Total stockholders' equity	401,473	385,110	368,175
Total liabilities and stockholders' equity	$ 929,863	$ 942,205	$ 905,588

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Net Income Per Share

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Net Income Per Share

Earnings Per Share

Basic earnings per share is calculated by dividing net income associated with common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of additional shares of common stock by the Company upon exercise of all outstanding stock options and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method.

The determination and reporting of earnings per share requires the inclusion of time and performance-based restricted stock as participating securities, since they have the right to share in dividends, if declared, equally with common shareholders. During periods of net income, participating securities are allocated a proportional share of net income determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities (“the two-class method”). During periods of net income, participating securities have the effect of diluting both basic and diluted earnings per share. During periods of net loss, no effect is given to participating securities, since they do not share in the losses of the Company.

The following table presents a reconciliation of basic and diluted earnings per share for the quarters and six months endedAugust 3, 2013 and July 28, 2012:

	Quarter Ended
	August 3, 2013					July 28, 2012
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	35,649				$	30,735
Less net income associated with participating securities	709					446
Basic earnings per share	$	34,940	45,695	$	0.76	$	30,289	47,571	$	0.64
Diluted Earnings per Share:
Net income	$	35,649				$	30,735
Less net income associated with participating securities	702					441
Effect of dilutive securities			430					547
Diluted earnings per share	$	34,947	46,125	$	0.76	$	30,294	48,118	$	0.63

	Six Months Ended
	August 3, 2013					July 28, 2012
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	56,561				$	59,467
Less net income associated with participating securities	1,077					884
Basic earnings per share	$	55,484	45,887	$	1.21	$	58,583	47,747	$	1.23
Diluted Earnings per Share:
Net income	$	56,561				$	59,467
Less net income associated with participating securities	1,066					872
Effect of dilutive securities			445					651
Diluted earnings per share	$	55,495	46,332	$	1.20	$	58,595	48,398	$	1.21

4. Earnings Per Share (Continued)

For the quarter and six months endedAugust 3, 2013, non-participating securities (stock options) representing 710,200 and 754,435 shares of common stock, respectively, were excluded from the computation of weighted average shares for diluted earnings per share due to their antidilutive effect, since their exercise prices exceeded the average market price of the common shares during those periods.

For the quarter and six months endedJuly 28, 2012, non-participating securities (stock options) representing 2,220,200 and 2,147,825 shares of common stock, respectively, were excluded from the computation of weighted average shares for diluted earnings per share due to their antidilutive effect, since their exercise prices exceeded the average market price of the common shares during those periods. In addition, for the six months endedJuly 28, 2012, non-participating securities (performance-based restricted units) representing 12,334 shares of common stock were excluded from the computation of weighted average shares for diluted earnings per share due to the fact that they are contingently issuable securities whose contingency was not met at certain dates during the six-month period. No such shares were excluded from the computation of weighted average shares for diluted earnings per share for the six months endedAugust 3, 2013, or the quarter ended July 28, 2012. In addition, no such shares were outstanding during the quarter ended August 3, 2013, as all outstanding performance-based restricted units vested in shares during the first quarter of Fiscal 2013.

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Net Income Per Share - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Nonparticipating Securities - Stock Options
Earnings Per Share Disclosure [Line Items]
Antidilutive securities excluded from the computations of earnings per share	710,200	2,220,200	754,435	2,147,825
Nonparticipating Securities - Performance-based Restricted Units
Earnings Per Share Disclosure [Line Items]
Antidilutive securities excluded from the computations of earnings per share	0	0	0	12,334

XML

Net Income Per Share (Tables)

3 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Reconciliations of Basic and Diluted Share Calculations

The following table presents a reconciliation of basic and diluted earnings per share for the quarters and six months endedAugust 3, 2013 and July 28, 2012:

	Quarter Ended
	August 3, 2013					July 28, 2012
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	35,649				$	30,735
Less net income associated with participating securities	709					446
Basic earnings per share	$	34,940	45,695	$	0.76	$	30,289	47,571	$	0.64
Diluted Earnings per Share:
Net income	$	35,649				$	30,735
Less net income associated with participating securities	702					441
Effect of dilutive securities			430					547
Diluted earnings per share	$	34,947	46,125	$	0.76	$	30,294	48,118	$	0.63

	Six Months Ended
	August 3, 2013					July 28, 2012
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	56,561				$	59,467
Less net income associated with participating securities	1,077					884
Basic earnings per share	$	55,484	45,887	$	1.21	$	58,583	47,747	$	1.23
Diluted Earnings per Share:
Net income	$	56,561				$	59,467
Less net income associated with participating securities	1,066					872
Effect of dilutive securities			445					651
Diluted earnings per share	$	55,495	46,332	$	1.20	$	58,595	48,398	$	1.21

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Equity and Incentive Compensation Plans - Summary of Stock Option Activity (Detail) (USD $)	6 Months Ended
	Aug. 03, 2013		Jul. 28, 2012
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of options granted (dollars per share)	$ 14.09		$ 12.36
Stock Options
Options outstanding at beginning of period (shares)	2,785,102
Granted (shares)	101,400	[1]
Exercised (shares)	(183,098)
Forfeited or expired (shares)	(53,294)
Options outstanding at end of period (shares)	2,650,110
Vested and exercisable at August 3, 2013 (shares)	2,112,422
Options expected to vest in the future as of August 3, 2013 (shares)	460,762
Weighted Average Exercise Price
Options outstanding at beginning of period (dollars per share)	$ 25.61
Granted (dollars per share)	$ 30.73	[1]
Exercised (dollars per share)	$ 19.68
Forfeited or expired (dollars per share)	$ 30.40
Options outstanding at end of period (dollars per share)	$ 26.12
Vested and exercisable at August 3, 2013 (dollars per share)	$ 25.50
Options expected to vest in the future as of August 3, 2013 (dollars per share)	$ 28.62

[1] Awards vest annually over a three-year period and expire ten years after the grant date.

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Equity and Incentive Compensation Plans - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012	Aug. 21, 2013	Mar. 08, 2011	Aug. 03, 2013 Employee Stock Option years	Aug. 03, 2013 Restricted Stock years	May 30, 2013 Before Amendment [Member] Stock Incentive Plan 2003 [Member]	May 30, 2013 After Amendment [Member] Stock Incentive Plan 2003 [Member]
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Repurchased During Period, Shares		1,600,000.0	1,500,346	3,100,000.0
Stock-based compensation expense recognized	$ 3,600,000	$ 4,100,000	$ 7,616,000	$ 7,463,000
Unrecognized compensation cost, unvested							5,400,000	16,300,000
Unrecognized compensation cost, unvested, remaining weighted-average vesting period (in years)							1.8	2.1
Weighted-average fair value of options granted (dollars per share)			$ 14.09	$ 12.36
Share Based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized									11,750,000	13,400,000
Total authorized under the Securities Repurchase Program					250,000,000	600,000,000
Stock Repurchased During Period, Value		(40,000,000)	(49,100,000)	(75,000,000)
Total Available For Share Repurchases Under The Securities Repurchase Program	$ 0		$ 0

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Revolving Credit Facility - Additional Information (Detail) (Revolving Credit Facility, USD $) In Millions, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Aug. 03, 2013	Jul. 28, 2012
Revolving Credit Facility
Debt Instrument [Line Items]
Senior secured revolving credit facility	$ 250
Line of Credit Sub-Facility, Maximum Borrowing Capacity	75
Line of credit facility, expiration day month and year	Dec. 19, 2017
Potential increase in the total facility and the aggregate commitments thereunder	400
Letters of credit amount outstanding	14.1	13.5	14.1
Remaining available balance for loans and letters of credit	$ 150.8	$ 199.1	$ 172.6

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Equity and Incentive Compensation Plans - Summary of Restricted Stock Activity (Parenthetical) (Detail) (Performance-Based Restricted Stock Awards)	3 Months Ended	6 Months Ended
	Aug. 03, 2013	Aug. 03, 2013 Minimum	Aug. 03, 2013 Maximum
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards annual vesting period	3 years
Percentage grantees earn of the value granted with respect to each tranche of the grant		50.00%	150.00%

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Net Income Per Share - Reconciliations of Basic and Diluted Share Calculations (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Earnings Per Share Disclosure [Line Items]
Net income	$ 35,649	$ 30,735	$ 56,561	$ 59,467
Weighted Average Number of Shares Outstanding, Diluted
Weighted average shares outstanding	45,695	47,571	45,887	47,747
Effect of dilutive securities (shares)	430	547	445	651
Weighted average shares outstanding assuming dilution	46,125	48,118	46,332	48,398
Basic Earnings per Share
Basic earnings per share (dollars per share)	$ 0.76	$ 0.64	$ 1.21	$ 1.23
Diluted Earnings per Share
Diluted earnings per share (dollars per share)	$ 0.76	$ 0.63	$ 1.20	$ 1.21
Earnings Per Share, Basic
Earnings Per Share Disclosure [Line Items]
Net income	35,649	30,735	56,561	59,467
Undistributed Earnings Allocated to Participating Securities	709	446	1,077	884
Net Income Available to Common Stockholders, Basic	34,940	30,289	55,484	58,583
Earnings Per Share, Diluted
Earnings Per Share Disclosure [Line Items]
Net income	35,649	30,735	56,561	59,467
Undistributed Earnings Allocated to Participating Securities	702	441	1,066	872
Net Income Available to Common Stockholders, Diluted	$ 34,947	$ 30,294	$ 55,495	$ 58,595

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012
Operating activities:
Net income	$ 56,561	$ 59,467
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	13,456	8,425
Depreciation and amortization	51,667	46,365
Loss on disposal and write-down of property and equipment	1,754	1,354
Stock-based compensation	7,616	7,463
Non-cash interest and other non-cash items	(623)	307
Tax benefit from exercise/vesting of stock awards	1,480	5,390
Changes in assets and liabilities:
Accounts receivable	(6,625)	(8,483)
Merchandise inventories	(30,421)	(8,187)
Prepaid expenses and other current assets	(816)	(12,113)
Refundable income taxes	930	4,200
Other non-current assets and liabilities, net	6,654	1,309
Accounts payable, accrued expenses and other current liabilities	(46,534)	(300)
Net cash provided by operating activities	55,099	105,197
Investing activities:
Purchases of marketable securities	(2,565)	(1,445)
Sales of marketable securities and short-term investments	574	17
Purchases of property and equipment	(60,679)	(59,642)
Other, net	813	(250)
Net cash used for investing activities	(61,857)	(61,320)
Financing activities:
Proceeds from the issuance of common stock pursuant to the Associate Discount Stock Purchase Plan	1,169	1,154
Proceeds from exercise of stock options	3,603	11,080
Excess tax benefits from stock-based compensation	1,676	5,828
Repurchases of common and restricted stock	(53,832)	(79,086)
Repayments of fixed asset financing and capital lease obligations	(751)	(722)
Change in trade payable program obligation, net	(4,988)	324
Net cash used for financing activities	(53,123)	(61,422)
Effect of exchange rate on cash	(109)	0
Net decrease in cash	(59,990)	(17,545)
Cash, beginning of period	167,011	150,208
Cash, end of period	107,021	132,663
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	478	668
Cash paid during the period for income taxes	26,307	28,311
Accrual for purchases of property and equipment	24,839	19,988
Property and equipment acquired through capital lease	$ 2,444	$ 0

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Recent Accounting Pronouncements

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“AOCI”), which sets forth additional disclosure requirements for items reclassified out of AOCI and into net income, and is effective for annual and interim reporting periods beginning after December 15, 2012. The Company adopted ASU 2013-02 in the first quarter of Fiscal 2013 by presenting amounts reclassified out of AOCI as a separate disclosure in the Notes to the Condensed Consolidated Financial Statements. Amounts reclassified out of AOCI were related to the amortization of net actuarial loss associated with our pension plan.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company is in the process of evaluating ASU 2013-11 and does not expect that it will have a significant impact on its consolidated financial statements.

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Equity and Incentive Compensation Plans

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Securities Repurchase Program

Repurchase Program

During the quarter and six months endedAugust 3, 2013, the Company repurchased 1.5 million shares of its common stock through open market purchases under its existing $600 million securities repurchase program at a cost of $49.1 million. During the quarter and six months endedJuly 28, 2012, the Company repurchased 1.6 million shares and 3.1 million shares, respectively, of its common stock through open market purchases at a cost of $40.0 million and $75.0 million, respectively. As of August 3, 2013, there were no amounts remaining for additional share repurchases under the Company's $600 million securities repurchase program.

On August 21, 2013, the Company’s Board of Directors approved a new $250 million securities repurchase program. The program will expire when the Company has repurchased all securities authorized for repurchase thereunder, unless terminated earlier by the Company’s Board of Directors.

Equity and Incentive Compensation Plans

Stock Incentive Plans

During the quarter and six months endedAugust 3, 2013, the Company recognized approximately $3.6 million and $7.6 million, respectively, in stock-based compensation expense. During the quarter and six months endedJuly 28, 2012, the Company recognized approximately $4.1 million and $7.5 million, respectively, in stock-based compensation expense. As of August 3, 2013, there was $5.4 million and $16.3 million of unrecognized compensation cost related to unvested stock options and unvested restricted stock awards, respectively, which is expected to be recognized over a remaining weighted average vesting period of 1.8 years and 2.1 years, respectively. Restricted stock award grants, restricted unit award vestings and shares underlying stock option exercises during the six months endedAugust 3, 2013 were issued out of treasury stock. In addition, restricted stock awards forfeited, as well as shares returned to cover employee tax withholding obligations related to stock option exercises and restricted stock vestings, were returned to treasury stock.

On May 30, 2013, the Company’s shareholders approved certain amendments to the Company's 2003 Equity Incentive Plan, including increasing the total authorized shares reserved for issuance from 11.75 million to 13.4 million common shares.

5. Equity and Incentive Compensation Plans (Continued)

Stock Options

The following table summarizes stock option activity for the six months endedAugust 3, 2013:

	Shares		Weighted  Average Exercise Price
Options outstanding at beginning of period	2,785,102		$	25.61
Granted (1)	101,400		30.73
Exercised	(183,098	)	19.68
Forfeited or expired	(53,294	)	30.40
Options outstanding at end of period	2,650,110		$	26.12
Vested and exercisable at August 3, 2013	2,112,422		$	25.50
Options expected to vest in the future as of August 3, 2013	460,762		$	28.62

(1) Awards vest annually over a three-year period and expire ten years after the grant date.

The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted as of the grant date. For the six months endedAugust 3, 2013 and July 28, 2012, the fair value of options granted was estimated using the following weighted average assumptions:

	Six Months Ended
	August 3, 2013		July 28, 2012
Expected volatility	52.9	%	54.6	%
Risk-free interest rate	0.9	%	0.9	%
Expected life (years)	5.0		4.4
Dividend yield	—		—

The weighted average fair value of options granted during the six months endedAugust 3, 2013 and July 28, 2012 was $14.09 and $12.36 per share, respectively. There were no options granted during the quarters ended August 3, 2013 and July 28, 2012. The Company estimates the volatility of its common stock on the date of grant based on an average of its historical common stock volatility and the implied volatility of publicly traded options on its common stock.

Restricted Stock

The following table summarizes restricted stock activity for the six months endedAugust 3, 2013:

	Time - Based					Performance - Based
	Number of Shares			Weighted  Average Grant Date Fair Value		Number of Shares			Weighted  Average Grant Date Fair Value
Restricted stock awards at February 2, 2013	461,396			$	27.96	203,671			$	27.81
Granted	401,228		(1)	30.82		178,638		(2)	30.74
Vested	(186,276	)		27.41		(82,633	)		27.92
Forfeited	(41,910	)		29.36		(7,800	)		30.73
Restricted stock awards at August 3, 2013	634,438			$	29.84	291,876			$	29.49

(1) Of this amount, 181,500 shares vest in equal installments in each of March 2014, 2015 and 2016, 179,100 shares vest in March 2016, 27,628 shares vest in May 2014 and 13,000 shares vest in equal installments in each of June 2014, 2015 and 2016.

(footnotes continued on following page)

5. Equity and Incentive Compensation Plans (Continued)

(2) These shares vest over a three-year period based on achievement of performance targets set bi-annually for each tranche of the grant. Based on Company performance, grantees may earn 50% to 150% of the shares granted with respect to each tranche. If the Company does not achieve the minimum threshold goal associated with such shares, grantees will not earn any shares with respect to that tranche.

Restricted Units

The following table summarizes restricted unit activity for the six months endedAugust 3, 2013:

	Time - Based				Performance - Based
	Number of Shares		Weighted  Average Grant Date Fair Value		Number of Shares		Weighted  Average Grant Date Fair Value
Restricted unit awards at February 2, 2013	75,016		$	19.58	46,003		$	19.58
Vested (1)	(75,016	)	19.58		(46,003	)	19.58
Restricted unit awards at August 3, 2013	—		$	—	—		$	—

(1) All restricted unit awards vested in shares during the first quarter of Fiscal 2013.

Long-Term Performance Compensation

The Company maintains a long-term cash incentive program, the Restricted Cash Program (“RCP”) for vice-presidents and above. During the quarters ended August 3, 2013 and July 28, 2012, the Company recognized $2.1 million and $3.3 million, respectively, in compensation expense under the RCP, a portion of which was the result of changes in estimates. During the six months endedAugust 3, 2013 and July 28, 2012, the Company recognized $6.8 million and $8.2 million, respectively, in compensation expense under the RCP, a portion of which was the result of changes in estimates. As of August 3, 2013, there was $26.9 million of unrecognized compensation cost under the RCP, which is expected to be recognized over a remaining weighted average deferral period of 2.6 years.

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Fair Value Measurements

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company follows a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company maintains a self-directed, non-qualified deferred compensation plan structured as a rabbi trust for certain executives at the vice-president level and above. Certain of the investment assets of the rabbi trust are valued based on quoted market prices, which are considered Level 1 inputs, with the remainder based on the net asset value determined by the value of the underlying assets, which are considered Level 2 inputs. The following tables segregate the rabbi trust assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine fair value at each of the stated measurement dates:

	August 3, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	4,110	$	4,110	$	—	$	—
Fixed income funds	694		—		694		—
Equity funds	6,166		—		6,166		—
Total assets	$	10,970	$	4,110	$	6,860	$	—
	February 2, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	3,868	$	3,868	$	—	$	—
Fixed income funds	572		—		572		—
Equity funds	3,683		—		3,683		—
Total assets	$	8,123	$	3,868	$	4,255	$	—

	July 28, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets:
Equity securities	$	2,037	$	2,037	$	—	$	—
Fixed income funds	517		—		517		—
Equity funds	3,335		—		3,335		—
Total assets	$	5,889	$	2,037	$	3,852	$	—

3. Fair Value Measurements (Continued)

As of the dates presented, the Company believes that the carrying value of cash, receivables and payables approximates fair value, due to the short maturity of these financial instruments. As of the dates presented, the Company had no cash equivalents.

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Equity and Incentive Compensation Plans - Summary of Stock Option Activity (Parenthetical) (Detail) (Employee Stock Option)	6 Months Ended
	Aug. 03, 2013
Employee Stock Option
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted annual vesting period	3 years
Options granted expiration period	10 years

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Equity and Incentive Compensation Plans - Summary of Restricted Unit Activity (Detail) (USD $)	6 Months Ended
	Aug. 03, 2013
Time-Based Restricted Units
Number of Shares
Balance at beginning of period (shares)	75,016
Vested (shares)	(75,016)
Balance at end of period (shares)	0
Weighted Average Grant Date Fair Value
Balance at beginning of period (dollars per share)	$ 19.58
Vested (dollars per share)	$ 19.58
Balance at end of period (dollars per share)	$ 0.00
Performance Based Restricted Units [Member]
Number of Shares
Balance at beginning of period (shares)	46,003
Vested (shares)	(46,003)
Balance at end of period (shares)	0
Weighted Average Grant Date Fair Value
Balance at beginning of period (dollars per share)	$ 19.58
Vested (dollars per share)	$ 19.58
Balance at end of period (dollars per share)	$ 0.00

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Net income	$ 35,649	$ 30,735	$ 56,561	$ 59,467
Foreign currency translation adjustment	(167)	0	(426)	0
Amortization of net actuarial loss	158	175	315	350
Defined benefit pension plan:
Other comprehensive (loss)/income, before tax	(9)	175	(111)	350
Income tax expense on other comprehensive (loss)/income items	60	75	121	155
Other comprehensive (loss)/income, net of tax	(69)	100	(232)	195
Comprehensive income	$ 35,580	$ 30,835	$ 56,329	$ 59,662

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Accumulated Other Comprehensive Income Accumulted Other Comprehensive income

6 Months Ended

Aug. 03, 2013

Accumulated Other Comprehensive Income (Loss) [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income

The following table summarizes the components of AOCI for the six months endedAugust 3, 2013:

	Foreign Currency Translation			Unrecognized Pension Benefit Costs			Total
	(in thousands)
Balance at February 2, 2013	$	19		$	(4,516	)	$	(4,497	)
Other comprehensive income/(loss) before reclassifications:
Foreign currency translation adjustment	(426		)	—			(426		)
Amounts reclassified from AOCI:
Amortization of net actuarial loss (1)	—			315			315
Amounts reclassified from AOCI, before tax (2)	—			315			315
Income tax expense (3)	—			121			121
Net current period other comprehensive (loss)/income, net of tax	(426		)	194			(232		)
Balance at August 3, 2013	$	(407	)	$	(4,322	)	$	(4,729	)

(1) Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company's Condensed Consolidated Statements of Operations. See Note 7, “Employee Benefits,” for further details.

(2) During the quarter and six months ended August 3, 2013, the Company reclassified income of $0.2 million ($0.1 million net of tax) and $0.3 million ($0.2 million net of tax), respectively, from AOCI related to our employee benefit plan.

(3) Relates to amounts reclassified from AOCI.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Statement of Financial Position [Abstract]
Common Stock, Par Value (in dollars per share)	$ 0.0068	$ 0.0068	$ 0.0068
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000
Common Stock, Shares Issued	82,563,516	82,563,516	82,563,516
Treasury Stock, Shares	36,730,220	35,958,318	35,239,186

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Income Statement [Abstract]
Net sales	$ 638,198	$ 594,872	$ 1,212,704	$ 1,155,283
Cost of sales	288,921	262,471	542,862	505,511
Gross margin	349,277	332,401	669,842	649,772
Selling, general and administrative expenses	289,298	279,456	575,951	551,474
Operating income	59,979	52,945	93,891	98,298
Interest and investment income/(expense), net	354	(384)	441	(164)
Other non-operating income, net	143	0	197	0
Income before income taxes	60,476	52,561	94,529	98,134
Income tax provision	24,827	21,826	37,968	38,667
Net income	$ 35,649	$ 30,735	$ 56,561	$ 59,467
Earnings per share:
Basic earnings per share (dollars per share)	$ 0.76	$ 0.64	$ 1.21	$ 1.23
Weighted average shares outstanding	45,695	47,571	45,887	47,747
Diluted earnings per share (dollars per share)	$ 0.76	$ 0.63	$ 1.20	$ 1.21
Weighted average shares outstanding, assuming dilution	46,125	48,118	46,332	48,398

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Equity and Incentive Compensation Plans - Weighted-Average Assumptions (Detail)	6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012
Disclosure - Weighted-Average Assumptions [Abstract]
Expected volatility	52.90%	54.60%
Risk-free interest rate	0.90%	0.90%
Expected life (years)	5 years 0 months 11 days	4 years 4 months 24 days
Dividend yield	0.00%	0.00%

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Fair Value Measurments - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) In Thousands, unless otherwise specified	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Assets, Fair Value Disclosure, Recurring	$ 10,970	$ 8,123	$ 5,889
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Assets, Fair Value Disclosure, Recurring	4,110	3,868	2,037
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Assets, Fair Value Disclosure, Recurring	6,860	4,255	3,852
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Assets, Fair Value Disclosure, Recurring	0	0	0
Equity Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	4,110	3,868	2,037
Equity Securities | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	4,110	3,868	2,037
Equity Securities | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	0	0	0
Equity Securities | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	0	0	0
Fixed Income Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	694	572	517
Fixed Income Funds | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	0	0	0
Fixed Income Funds | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	694	572	517
Fixed Income Funds | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	0	0	0
Equity Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	6,166	3,683	3,335
Equity Funds | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	0	0	0
Equity Funds | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	6,166	3,683	3,335
Equity Funds | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	$ 0	$ 0	$ 0

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Employee Benefits - Summary of Components of Net Periodic Pension Cost (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Net periodic pension cost:
Interest cost	$ 360	$ 438	$ 720	$ 875
Expected return on plan assets	(323)	(378)	(645)	(755)
Amortization of actuarial loss	158	175	315	350
Net periodic pension cost	$ 195	$ 235	$ 390	$ 470

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Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive loss, beginning balance			$ (4,497)
Foreign currency translation adjustment	(167)	0	(426)	0
Amortization of net actuarial loss	158	175	315	350
Income tax expense on other comprehensive (loss)/income items	60	75	121	155
Other comprehensive (loss)/income, net of tax	(69)	100	(232)	195
Accumulated other comprehensive loss, ending balance	(4,729)	(5,123)	(4,729)	(5,123)
Amounts reclassified from AOCI, before tax			315
Foreign Currency Translation
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive loss, beginning balance			19
Foreign currency translation adjustment			(426)
Amortization of net actuarial loss			0
Income tax expense on other comprehensive (loss)/income items			0
Other comprehensive (loss)/income, net of tax			(426)
Accumulated other comprehensive loss, ending balance	(407)		(407)
Amounts reclassified from AOCI, before tax			0
Unrecognized Pension Benefit Costs
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive loss, beginning balance			(4,516)
Foreign currency translation adjustment			0
Amortization of net actuarial loss			315
Income tax expense on other comprehensive (loss)/income items			121
Other comprehensive (loss)/income, net of tax			194
Accumulated other comprehensive loss, ending balance	(4,322)		(4,322)
Amounts reclassified from AOCI, before tax	158		315
Amounts reclassified from AOCI, net of tax	$ 98		$ 194

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Employee Benefits

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Employee Benefits

Employee Benefits

The following table summarizes the components of net periodic pension cost for the Company:

	Quarter Ended						Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
	(in thousands)
Net periodic pension cost:
Interest cost	$	360		$	438		$	720		$	875
Expected return on plan assets	(323		)	(378		)	(645		)	(755		)
Amortization of actuarial loss	158			175			315			350
Net periodic pension cost	$	195		$	235		$	390		$	470

The Company froze its noncontributory defined benefit pension plan (the "Pension Plan") in October 2007. The Company was neither required to, nor did it make, any contributions to its Pension Plan during the quarters or six months endedAugust 3, 2013 and July 28, 2012.

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Equity and Incentive Compensation Plans - Summary of Restricted Stock Activity (Detail) (USD $)	6 Months Ended
	Aug. 03, 2013	Feb. 02, 2013
Performance Restricted Stock Awards
Number of Shares
Granted (shares)	178,638
Vested (shares)	82,633
Forfeited (shares)	7,800
Balance at end of period (shares)	291,876	203,671
Weighted Average Grant Date Fair Value
Granted ( dollars per share)	$ 30.74
Vested (dollars per share)	$ 27.92
Forfeited (dollars per share)	$ 30.73
Balance at end of period (dollars per share)	$ 29.49	$ 27.81
Time-Based Restricted Stock Award
Number of Shares
Granted (shares)	401,228
Vested (shares)	186,276
Forfeited (shares)	41,910
Balance at end of period (shares)	634,438	461,396
Weighted Average Grant Date Fair Value
Granted ( dollars per share)	$ 30.82
Vested (dollars per share)	$ 27.41
Forfeited (dollars per share)	$ 29.36
Balance at end of period (dollars per share)	$ 29.84	$ 27.96
Shares Vest Equally In Each Of March 2014, 2015 and 2016 | Time-Based Restricted Stock Award
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Other Than Options Expected To Vest	181,500
Shares Vest in March 2016 [Member] | Time-Based Restricted Stock Award
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Other Than Options Expected To Vest	179,100
Shares Vest In May 2014 | Time-Based Restricted Stock Award
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Other Than Options Expected To Vest	27,628
Shares Vest Equally In Each Of June 2014, 2015 and 2016 | Time-Based Restricted Stock Award
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Other Than Options Expected To Vest	13,000

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Net Income Per Share (Policies)

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Earnings Per Share, Policy Basic and Diluted

Basic earnings per share is calculated by dividing net income associated with common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of additional shares of common stock by the Company upon exercise of all outstanding stock options and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method.

The determination and reporting of earnings per share requires the inclusion of time and performance-based restricted stock as participating securities, since they have the right to share in dividends, if declared, equally with common shareholders. During periods of net income, participating securities are allocated a proportional share of net income determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities (“the two-class method”). During periods of net income, participating securities have the effect of diluting both basic and diluted earnings per share. During periods of net loss, no effect is given to participating securities, since they do not share in the losses of the Company.

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Revolving Credit Facility

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Revolving Credit Facility

Revolving Credit Facility

On December 19, 2012, the Company’s wholly-owned subsidiary, AnnTaylor, Inc., and certain of its subsidiaries, entered into a Fourth Amended and Restated $250 million senior secured revolving credit facility with Bank of America, N.A. and a syndicate of lenders (the “Credit Facility”), which amended the existing senior secured revolving credit facility due to expire in April 2013. The Credit Facility provides the Company with a $75 million sub-facility solely for loans and letters of credit to be provided to ANN Canada Inc., a wholly-owned subsidiary of AnnTaylor, Inc., and an option to increase the total facility and the aggregate commitments thereunder up to $400 million, subject to the lenders’ agreement to increase their commitment for the requested amount. The Credit Facility expires on December 19, 2017 and may be used for working capital, letters of credit and other corporate purposes, and contains an acceleration clause which, upon the occurrence of an Event of Default, including but not limited to, a Material Adverse Effect, each as defined in the Credit Facility, may cause any outstanding borrowings to become immediately due and payable.

The maximum availability for loans and letters of credit under the Credit Facility is governed by a quarterly borrowing base, determined by the application of specified percentages of certain eligible assets, primarily accounts receivable and inventory. Commercial and standby letters of credit outstanding under the Credit Facility totaled approximately $13.5 million, $14.1 million and $14.1 million as of August 3, 2013, February 2, 2013 and July 28, 2012, respectively, leaving a remaining available balance for loans and letters of credit of $199.1 million, $150.8 million and $172.6 million, respectively. There were no borrowings outstanding under the Credit Facility at August 3, 2013, February 2, 2013, July 28, 2012 or as of August 23, 2013, the date of this filing.

The lenders have been granted a security interest in the inventory and accounts receivable of AnnTaylor, Inc. and certain of its subsidiaries, as collateral for the obligations under the Credit Facility. The Credit Facility contains financial and other covenants, including limitations on indebtedness and liens, and a fixed charge coverage ratio covenant that is triggered if certain liquidity thresholds are not met.

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Basis of Presentation

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Interim Financial Information

The Condensed Consolidated Financial Statements are unaudited but, in the opinion of management, contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated.

The results of operations for the 2013 interim periods presented in the Condensed Consolidated Financial Statements are not necessarily indicative of results to be expected for Fiscal 2013.

The February 2, 2013 Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheets of ANN INC. (the “Company”) included in its Annual Report on Form 10-K for the fiscal year ended February 2, 2013.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. As such, the financial information set forth herein should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013. The Company believes that the disclosures made are adequate to prevent the interim financial statements from being misleading.

Immaterial Correction of Balance Sheet Equity Accounts

Subsequent to the issuance of its second quarter Fiscal 2012 interim financial statements, the Company determined that, beginning in Fiscal 2009, it had been incorrectly recording the dollar impact of shares issued out of Treasury Stock in connection with the exercise of stock options, the issuance of restricted stock grants and the vesting, in shares, of restricted unit grants. In connection with these share issuances, the Company inappropriately reduced its Treasury Stock balance in an amount equal to the exercise price of shares issued in connection with stock options exercised or the incorrect cost basis of shares issued in connection with restricted stock grants and the vesting, in shares, of restricted unit grants. The Company should have reduced Treasury Stock by the cost basis of the shares issued, with any difference being charged or credited to Additional Paid-in Capital. As a result, the Company has restated previously presented balances to appropriately reflect the impact of these transactions in its Condensed Consolidated Balance Sheet as of July 28, 2012. The cumulative impact of these corrections has the effect of reducing both Treasury Stock and Additional Paid-in Capital by $41.9 million as of July 28, 2012.

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Equity and Incentive Compensation Plans Equity and Incentive Compensation - Long Term Performance Compensation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013 years	Jul. 28, 2012	Aug. 03, 2013 years	Jul. 28, 2012
Disclosure - Summary of Long Term Performance Compensation [Abstract]
Long-term performance compensation expense	$ 2.1	$ 3.3	$ 6.8	$ 8.2
Long-term performance compensation expense total compensation not yet recognized	$ 26.9		$ 26.9
Unrecognized compensation cost long-term performance compensation plan remaining weighted average service period (in years)	2.6		2.6

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Equity and Incentive Compensation Plans (Tables)

6 Months Ended

Aug. 03, 2013

Summary of Stock Option Activity

The following table summarizes stock option activity for the six months endedAugust 3, 2013:

	Shares		Weighted  Average Exercise Price
Options outstanding at beginning of period	2,785,102		$	25.61
Granted (1)	101,400		30.73
Exercised	(183,098	)	19.68
Forfeited or expired	(53,294	)	30.40
Options outstanding at end of period	2,650,110		$	26.12
Vested and exercisable at August 3, 2013	2,112,422		$	25.50
Options expected to vest in the future as of August 3, 2013	460,762		$	28.62

(1) Awards vest annually over a three-year period and expire ten years after the grant date.

Weighted-Average Assumptions

The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted as of the grant date. For the six months endedAugust 3, 2013 and July 28, 2012, the fair value of options granted was estimated using the following weighted average assumptions:

	Six Months Ended
	August 3, 2013		July 28, 2012
Expected volatility	52.9	%	54.6	%
Risk-free interest rate	0.9	%	0.9	%
Expected life (years)	5.0		4.4
Dividend yield	—		—

Restricted Stock

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

The following table summarizes restricted stock activity for the six months endedAugust 3, 2013:

	Time - Based					Performance - Based
	Number of Shares			Weighted  Average Grant Date Fair Value		Number of Shares			Weighted  Average Grant Date Fair Value
Restricted stock awards at February 2, 2013	461,396			$	27.96	203,671			$	27.81
Granted	401,228		(1)	30.82		178,638		(2)	30.74
Vested	(186,276	)		27.41		(82,633	)		27.92
Forfeited	(41,910	)		29.36		(7,800	)		30.73
Restricted stock awards at August 3, 2013	634,438			$	29.84	291,876			$	29.49

(1) Of this amount, 181,500 shares vest in equal installments in each of March 2014, 2015 and 2016, 179,100 shares vest in March 2016, 27,628 shares vest in May 2014 and 13,000 shares vest in equal installments in each of June 2014, 2015 and 2016.

(footnotes continued on following page)

5. Equity and Incentive Compensation Plans (Continued)

(2) These shares vest over a three-year period based on achievement of performance targets set bi-annually for each tranche of the grant. Based on Company performance, grantees may earn 50% to 150% of the shares granted with respect to each tranche. If the Company does not achieve the minimum threshold goal associated with such shares, grantees will not earn any shares with respect to that tranche.

Restricted Stock Units

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

The following table summarizes restricted unit activity for the six months endedAugust 3, 2013:

	Time - Based				Performance - Based
	Number of Shares		Weighted  Average Grant Date Fair Value		Number of Shares		Weighted  Average Grant Date Fair Value
Restricted unit awards at February 2, 2013	75,016		$	19.58	46,003		$	19.58
Vested (1)	(75,016	)	19.58		(46,003	)	19.58
Restricted unit awards at August 3, 2013	—		$	—	—		$	—

(1) All restricted unit awards vested in shares during the first quarter of Fiscal 2013.

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Legal Proceedings

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Legal Proceedings

Legal Proceedings

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the amount of any liability that could arise with respect to these actions cannot be determined with certainty, in the Company’s opinion, any such liability will not have a material adverse effect on its consolidated financial position, consolidated results of operations or liquidity.

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Basis of Presentation Basis of Presentation - Additional Information (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jul. 28, 2012
Basis of Presentation [Abstract]
Quantifying Misstatement in Current Year Financial Statements, Amount	$ 41.9

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Employee Benefits (Tables)

6 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Summary of Components of Net Periodic Pension Cost

The following table summarizes the components of net periodic pension cost for the Company:

	Quarter Ended						Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
	(in thousands)
Net periodic pension cost:
Interest cost	$	360		$	438		$	720		$	875
Expected return on plan assets	(323		)	(378		)	(645		)	(755		)
Amortization of actuarial loss	158			175			315			350
Net periodic pension cost	$	195		$	235		$	390		$	470

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Document and Entity Information Document	6 Months Ended
	Aug. 03, 2013	Aug. 02, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	ANN INC.
Trading Symbol	ANN
Entity Central Index Key	0000874214
Current Fiscal Year End Date	--02-01
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Aug. 03, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		45,833,296

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Accumulated Other Comprehensive Income Accumulated Other Compehensive Income (Tables)

3 Months Ended

Aug. 03, 2013

Notes to Financial Statements [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of AOCI for the six months endedAugust 3, 2013:

	Foreign Currency Translation			Unrecognized Pension Benefit Costs			Total
	(in thousands)
Balance at February 2, 2013	$	19		$	(4,516	)	$	(4,497	)
Other comprehensive income/(loss) before reclassifications:
Foreign currency translation adjustment	(426		)	—			(426		)
Amounts reclassified from AOCI:
Amortization of net actuarial loss (1)	—			315			315
Amounts reclassified from AOCI, before tax (2)	—			315			315
Income tax expense (3)	—			121			121
Net current period other comprehensive (loss)/income, net of tax	(426		)	194			(232		)
Balance at August 3, 2013	$	(407	)	$	(4,322	)	$	(4,729	)

(1) Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company's Condensed Consolidated Statements of Operations. See Note 7, “Employee Benefits,” for further details.

(2) During the quarter and six months ended August 3, 2013, the Company reclassified income of $0.2 million ($0.1 million net of tax) and $0.3 million ($0.2 million net of tax), respectively, from AOCI related to our employee benefit plan.

(3) Relates to amounts reclassified from AOCI.