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 November 1, 2014

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 the definitions 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 November 1, 2014
Common Stock, $.0068 par value	45,715,507

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 Nine Months Ended November 1, 2014 and November 2, 2013	4
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended November 1, 2014 and November 2, 2013	5
	Condensed Consolidated Balance Sheets at November 1, 2014, February 1, 2014 and November 2, 2013	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 1, 2014 and November 2, 2013	7
	Notes to 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	25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 6.	Exhibits	26
SIGNATURES		27
EXHIBIT INDEX		28

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 brand image, engage new and existing clients, drive traffic to its stores and websites and gain market share;

• the effect of competitive pressures from other retailers as well as general macroeconomic pressures in the specialty retail sector;

• the Company’s reliance on key management and its ability to hire, retain and develop qualified associates as well as ensure that the Company has the appropriate organizational structure and processes in place to achieve its strategic initiatives;

• 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;

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

• the Company’s reliance on foreign sources of production and the associated risks of doing business in foreign markets;

• the Company’s dependence on its Louisville distribution center and third-party distribution and transportation providers;

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

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

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

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

• the Company’s ability to successfully optimize implementation of its omni-channel retail strategy and maintain a relevant and reliable omni-channel experience for its clients;

• the Company’s ability to manage inventory levels and changes in merchandise mix as well as optimize the operational aspects of its omni-channel fulfillment strategy;

• the Company’s ability to successfully upgrade and maintain its information systems in a timely and secure manner to support the needs of the organization and to operate in accordance with its business continuity plan in the event of a disruption;

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

• the impact of fluctuations in sales and profitability on the Company’s stock price;

• the failure by independent manufacturers to comply with the Company’s social compliance program requirements or applicable laws and regulations;

• the potential impact of natural disasters, extreme weather, public health concerns, acts of war or terrorism in the United States or worldwide;

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

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

• the effect of tax matters on the Company’s business operations.

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 Nine Months EndedNovember 1, 2014 and November 2, 2013

(unaudited)

	Quarter Ended						Nine Months Ended
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013
	(in thousands, except per share amounts)
Net sales	$	646,805		$	657,532		$	1,886,057		$	1,870,236
Cost of sales	306,863			291,312			891,318			834,174
Gross margin	339,942			366,220			994,739			1,036,062
Selling, general and administrative expenses	293,215			295,813			866,619			871,764
Restructuring charge	—			—			17,303			—
Operating income	46,727			70,407			110,817			164,298
Interest and investment income/(expense), net	468			(224		)	(49		)	217
Other non-operating income/(expense), net	(133		)	(140		)	(261		)	57
Income before income taxes	47,062			70,043			110,507			164,572
Income tax provision	17,206			28,854			42,789			66,822
Net income	$	29,856		$	41,189		$	67,718		$	97,750
Earnings per share:
Basic earnings per share	$	0.65		$	0.90		$	1.46		$	2.10
Weighted average shares outstanding	44,799			44,967			45,285			45,581
Diluted earnings per share	$	0.65		$	0.89		$	1.45		$	2.08
Weighted average shares outstanding, assuming dilution	45,242			45,443			45,735			46,036

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

4

ANN INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Quarters and Nine Months EndedNovember 1, 2014 and November 2, 2013

(unaudited)

	Quarter Ended					Nine Months Ended
	November 1, 2014			November 2, 2013		November 1, 2014		November 2, 2013
	(in thousands)
Net income	$	29,856		$	41,189	$	67,718	$	97,750
Other comprehensive income/(loss):
Foreign currency translation adjustment	(327		)	31		48		(395		)
Pension settlement charge	125			—		125		—
Amortization of net actuarial loss on pension plan	—			158		—		473
Other comprehensive income/(loss), before tax	(202		)	189		173		78
Income tax expense on other comprehensive income	51			60		51		181
Other comprehensive income/(loss), net of tax	(253		)	129		122		(103		)
Comprehensive income	$	29,603		$	41,318	$	67,840	$	97,647

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

5

ANN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

November 1, 2014, February 1, 2014 and November 2, 2013

(unaudited)

	November 1, 2014			February 1, 2014			November 2, 2013
	(in thousands, except share amounts)
Assets
Current assets
Cash and cash equivalents	$	109,761		$	201,707		$	118,692
Accounts receivable	32,357			22,448			36,612
Merchandise inventories	331,360			239,667			302,395
Refundable income taxes	8,635			7,252			7,365
Deferred income taxes	23,199			28,854			30,638
Prepaid expenses and other current assets	63,918			61,287			67,752
Total current assets	569,230			561,215			563,454
Property and equipment, net	440,524			443,086			445,541
Deferred income taxes	18,082			6,599			2,335
Other assets	21,462			22,060			22,308
Total assets	$	1,049,298		$	1,032,960		$	1,033,638
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	126,027		$	101,276		$	123,257
Accrued salaries and bonus	17,914			24,546			20,837
Current portion of long-term performance compensation	5,725			20,339			19,945
Accrued tenancy	37,350			38,331			40,529
Gift certificates and merchandise credits redeemable	36,702			48,150			35,890
Accrued expenses and other current liabilities	98,717			97,101			117,334
Total current liabilities	322,435			329,743			357,792
Deferred lease costs	154,110			164,703			170,221
Deferred income taxes	58			36			3,361
Long-term performance compensation, less current portion	9,910			15,456			14,295
Other liabilities	54,488			54,566			38,648
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	744,787			751,765			750,934
Retained earnings	846,990			779,272			774,592
Accumulated other comprehensive loss	(2,752		)	(2,874		)	(4,600		)
Treasury stock, 36,848,009; 36,344,643 and 36,642,644 shares, respectively, at cost	(1,081,289		)	(1,060,268		)	(1,072,166		)
Total stockholders’ equity	508,297			468,456			449,321
Total liabilities and stockholders’ equity	$	1,049,298		$	1,032,960		$	1,033,638

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

6

ANN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months EndedNovember 1, 2014 and November 2, 2013

(unaudited)

	Nine Months Ended
	November 1, 2014			November 2, 2013
	(in thousands)
Operating activities:
Net income	$	67,718		$	97,750
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	(5,547		)	8,217
Depreciation and amortization	83,097			78,690
Loss on disposal and write-down of property and equipment	2,302			3,584
Stock-based compensation	9,621			11,621
Non-cash interest and other non-cash items	(1,468		)	(470		)
Tax benefit from exercise/vesting of stock awards	1,131			1,601
Changes in assets and liabilities:
Accounts receivable	(9,915		)	(18,799		)
Merchandise inventories	(91,770		)	(85,547		)
Prepaid expenses and other current assets	(2,670		)	(1,352		)
Refundable income taxes	(1,383		)	1,836
Other non-current assets	1,384			401
Other non-current liabilities	(7,499		)	13,468
Accounts payable, accrued expenses and other current liabilities	(10,020		)	(6,210		)
Net cash provided by operating activities	34,981			104,790
Investing activities:
Purchases of marketable securities	(2,362		)	(3,215		)
Sales of marketable securities	1,734			574
Purchases of property and equipment	(84,902		)	(103,607		)
Other, net	(147		)	813
Net cash used for investing activities	(85,677		)	(105,435		)
Financing activities:
Proceeds from the issuance of common stock pursuant to Associate Discount Stock Purchase Plan	1,666			1,660
Proceeds from exercise of stock options	13,935			5,536
Excess tax benefits from stock-based compensation	1,802			1,860
Repurchases of common and restricted stock	(54,582		)	(53,854		)
Repayments on fixed asset financing and capital lease obligations	(2,562		)	(1,565		)
Proceeds from fixed asset financing	—			4,317
Change in trade payable program obligation	(1,502		)	(5,296		)
Net cash used for financing activities	(41,243		)	(47,342		)
Effect of exchange rate changes on cash and cash equivalents	(7		)	(332		)
Net decrease in cash and cash equivalents	(91,946		)	(48,319		)
Cash and cash equivalents, beginning of period	201,707			167,011
Cash and cash equivalents, end of period	$	109,761		$	118,692

See accompanying Notes to 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 2014 interim periods presented in the Condensed Consolidated Financial Statements are not necessarily indicative of results to be expected for Fiscal 2014.

The February 1, 2014 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 1, 2014.

The “Recognition of gift card and merchandise credit breakage” line item within the Condensed Consolidated Statement of Cash Flows was reclassified to the line item “Non-cash interest and other non-cash items” for the nine months ended November 2, 2013 to conform to the current period presentation. The impact of this reclassification is not material to the Condensed Consolidated Statement of Cash Flows.

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 1, 2014. The Company believes that the disclosures made are adequate to prevent the interim financial statements from being misleading.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” as well as various other sections of the ASC, such as, but not limited to, ASC 340-20, “Other Assets and Deferred Costs-Capitalized Advertising Costs.” The core principle of ASU 2014-09 is that an entity should recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet). Early adoption is not permitted. The Company is in the process of evaluating ASU 2014-09, including the choice of retrospective application upon adoption, and does not currently anticipate it will have a material impact on the Company’s Consolidated Financial Statements.

2. Restructuring Charge

During the first quarter of Fiscal 2014, the Company executed an organizational restructuring in support of its omni-channel retail strategy and its strategic growth initiatives. As part of the restructuring, the Company realigned certain functions within its corporate workforce, including its marketing, merchandise planning, procurement and allocation functions, to eliminate redundancy and integrate processes to better support its brands and serve its clients. These actions resulted in the separation of approximately 100 full-time associates. In connection with this effort, the Company recorded a pre-tax restructuring charge of approximately $17.3 million for severance and other costs during the first quarter of Fiscal 2014. The Company expects to pay all amounts accrued in connection with the restructuring by 2017.

8

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

2. Restructuring Charge (Continued)

The following tables present a reconciliation of the restructuring reserve for the quarter and nine months ended November 1, 2014:

	Quarter Ended
	Severance and Related Costs			Other Restructuring Costs		Total
	(in thousands)
Balance at August 2, 2014	$	14,491		$	—	$	14,491
Cash payments	(3,765		)	—		(3,765		)
Balance at November 1, 2014	$	10,726		$	—	$	10,726

	Nine Months Ended
	Severance and Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at February 1, 2014	$	—		$	—		$	—
Restructuring charge	16,742			561			17,303
Cash payments	(7,883		)	(561		)	(8,444		)
Reclassification to restructuring reserve (1)	1,867			—			1,867
Balance at November 1, 2014	$	10,726		$	—		$	10,726

(1) Prior compensation accruals related to associates separated in connection with the restructuring were reclassified to the restructuring reserve.

 Approximately $4.8 million and $5.9 million of the restructuring reserve is included in “Accrued salaries and bonus” and “Other liabilities,” respectively, on the Company’s Condensed Consolidated Balance Sheet at November 1, 2014, based upon the expected timing of the payments.

9

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. Investment assets of the rabbi trust are valued based on quoted market prices or the net asset value at the closing price reported in certain major markets as of the measurement date, which are considered Level 1 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 the measurement date:

	November 1, 2014		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	$	3,941	$	3,941	$	—	$	—
Fixed income funds	909		909		—		—
Equity funds	7,580		7,580		—		—
Total assets	$	12,430	$	12,430	$	—	$	—
	February 1, 2014		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	$	3,698	$	3,698	$	—	$	—
Fixed income funds	782		782		—		—
Equity funds	6,944		6,944		—		—
Total assets	$	11,424	$	11,424	$	—	$	—

	November 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	$	4,091	$	4,091	$	—	$	—
Fixed income funds	777		—		777		—
Equity funds	6,648		—		6,648		—
Total assets	$	11,516	$	4,091	$	7,425	$	—

As of the dates presented, the Company believes that the carrying value of cash and cash equivalents, receivables and payables approximates fair value, due to the short maturity of these financial instruments.

10

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

4. Earnings Per Share

The following tables present a reconciliation of basic and diluted earnings per share for the quarters and nine months ended November 1, 2014 and November 2, 2013:

	Quarter Ended
	November 1, 2014					November 2, 2013
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	29,856				$	41,189
Less net income associated with participating securities	616					824
Basic earnings per share	$	29,240	44,799	$	0.65	$	40,365	44,967	$	0.90
Diluted Earnings per Share:
Net income	$	29,856				$	41,189
Less net income associated with participating securities	610					816
Effect of dilutive securities			443					476
Diluted earnings per share	$	29,246	45,242	$	0.65	$	40,373	45,443	$	0.89

	Nine Months Ended
	November 1, 2014					November 2, 2013
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	67,718				$	97,750
Less net income associated with participating securities	1,383					1,892
Basic earnings per share	$	66,335	45,285	$	1.46	$	95,858	45,581	$	2.10
Diluted Earnings per Share:
Net income	$	67,718				$	97,750
Less net income associated with participating securities	1,370					1,874
Effect of dilutive securities			450					455
Diluted earnings per share	$	66,348	45,735	$	1.45	$	95,876	46,036	$	2.08

For the nine months endedNovember 1, 2014, non-participating securities (stock options) representing 8,000 shares of common stock 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 that period. There were no such shares excluded from the computation of weighted average shares for diluted earnings per share for the quarter ended November 1, 2014.

For the quarter and nine months endedNovember 2, 2013, non-participating securities (stock options) representing 585,250 and 698,040 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.

11

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

5. Equity and Incentive Compensation Plans

Repurchase Program

On August 21, 2013, the Company’s Board of Directors approved a new $250 million securities repurchase program (the “Repurchase Program”). Purchases of shares of common stock may be made from time to time, subject to market conditions and at prevailing market prices, through open market purchases or in privately negotiated transactions. Repurchased shares of common stock increase treasury shares available for general corporate purposes. The Repurchase Program will expire when the Company has repurchased all securities authorized for repurchase thereunder, unless terminated earlier by the Company’s Board of Directors.

During the nine months endedNovember 1, 2014, the Company repurchased 1.3 million shares of its common stock through open market purchases under its Repurchase Program at a cost of $50 million. There were no shares repurchased under the Repurchase Program during the quarter ended November 1, 2014. As of November 1, 2014, there was $200 million available for additional share repurchases under the Repurchase Program.

The Company repurchased 1.5 million shares of its common stock through open market purchases during the second quarter of Fiscal 2013 under its then existing $600 million securities repurchase program at a cost of $49.1 million, fully exhausting that securities repurchase program.

Stock Incentive Plans

During the quarter and nine months endedNovember 1, 2014, the Company recognized approximately $2.8 million and $9.6 million, respectively, in stock-based compensation expense. During the quarter and nine months endedNovember 2, 2013, the Company recognized approximately $4.0 million and $11.6 million, respectively, in stock-based compensation expense. As of November 1, 2014, there was $2.0 million and $15.8 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 1.7 years and 2.9 years, respectively. Restricted stock award grants and shares underlying the exercise of stock options during the nine months endedNovember 1, 2014 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 the exercise of stock options and the vesting of restricted stock, were returned to treasury stock.

Stock Options

The following table summarizes stock option activity for the nine months ended November 1, 2014:

	Shares		Weighted  Average Exercise Price
Options outstanding at February 1, 2014	2,199,719		$	26.60
Granted (1)	63,700		37.52
Exercised	(478,713	)	29.11
Forfeited or expired	(62,274	)	30.18
Options outstanding at November 1, 2014	1,722,432		26.18
Vested and exercisable at November 1, 2014	1,495,451		$	25.35
Options expected to vest in the future as of November 1, 2014	206,451		$	31.88

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

12

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

5. Equity and Incentive Compensation Plans (Continued)

Stock Options (continued)

The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted as of the grant date. For the nine months ended November 1, 2014 and November 2, 2013, the fair value of options granted was estimated using the following weighted average assumptions:

	Nine Months Ended
	November 1, 2014		November 2, 2013
Expected volatility	47.5	%	52.9	%
Risk-free interest rate	1.7	%	0.9	%
Expected life (years)	5.4		5.0
Dividend yield	—	%	—	%

The weighted average fair value of options granted during the nine months endedNovember 1, 2014 and November 2, 2013 was $16.79 and $14.09 per share, respectively. There were no options granted during the quarter ended November 1, 2014. 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 nine months ended November 1, 2014:

	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 1, 2014	602,205			$	29.95	289,935			$	29.56
Granted	408,393		(1)	37.55		141,617		(2)	37.53
Vested	(216,616	)		28.92		(124,139	)		29.24
Forfeited	(127,263	)		32.36		(75,294	)		31.07
Restricted stock awards at November 1, 2014	666,719			34.48		232,119			34.10

(1) Of this amount, 22,893 shares vest in June 2015; 127,700 shares vest in equal installments in each of March 2015, 2016 and 2017; 255,900 shares vest in equal installments in each of March 2017, 2018 and 2019; and 1,900 shares vest in equal installments in each of June 2015, 2016 and 2017.

(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 200% 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.

Long-Term Performance Compensation

The Company maintains a long-term cash incentive program, the Restricted Cash Program (“RCP”), for vice-presidents and above. Compensation expense under the RCP is charged to the same income statement line item as the base salary earned by participating associates. During the quarters ended November 1, 2014 and November 2, 2013, the Company recognized $2.1 million and $2.6 million, respectively, in compensation expense under the RCP, inclusive of the effect of changes in estimates. During the nine months endedNovember 1, 2014 and November 2, 2013, the Company recognized $3.3 million and $9.4 million, respectively, in compensation expense under the RCP, inclusive of the effect of changes in estimates. RCP compensation expense for the nine months endedNovember 1, 2014 also reflects the impact of changes in forfeiture rate estimates recorded during the first quarter of Fiscal 2014 in connection with the Company’s restructuring. As of November 1, 2014, there was $14.3 million of unrecognized compensation cost under the RCP, which is expected to be recognized over a remaining weighted average deferral period of 2.5 years.

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ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

6. Accumulated Other Comprehensive Loss

The following table summarizes the components of accumulated other comprehensive loss (“AOCL”) for the nine months ended November 1, 2014:

	Foreign Currency Translation			Unrecognized Pension Benefit Costs			Total
	(in thousands)
Balance at February 1, 2014	$	(1,290	)	$	(1,584	)	$	(2,874	)
Other comprehensive income/(loss) before reclassifications:
Foreign currency translation adjustment	48			—			48
Amounts reclassified from AOCL:
Pension settlement charge (1)	—			125			125
Amounts reclassified from AOCL, before tax (2)	—			125			125
Income tax expense (3)	—			51			51
Net current period other comprehensive income/(loss), net of tax	48			74			122
Balance at November 1, 2014	$	(1,242	)	$	(1,510	)	$	(2,752	)

(1) Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statement of Operations.

(2) During the quarter and nine months ended November 1, 2014, the Company reclassified $0.1 million, both gross and net of tax, from AOCL related to the Company’s employee benefit plan.

(3) Relates to amounts reclassified from AOCL to income tax expense.

7. 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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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. As of November 1, 2014, we operated 1,050 retail stores in 47 states, the District of Columbia, Puerto Rico and Canada. In addition to our stores, our clients can shop online in more than 100 countries worldwide at www.anntaylor.com and www.LOFT.com (together, our “Websites”), by phone at 1-800-DIAL-ANN and 1-888-LOFT-444 or at our LOFT franchise stores in Mexico.

We are committed to and driven by a simple but important mission - “to inspire and connect with women 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

Our third quarter performance reflected the external challenges of weak industry traffic, a highly promotional retail environment and product delays stemming from congestion at the West Coast ports, the latter of which impacted the timeliness of inventory receipts and pressured sales performance, particularly in the early part of the third quarter. We sought to mitigate this situation by shifting to air freight, resulting in approximately $5 million in incremental transportation costs during the quarter, which negatively impacted our gross margin performance. However, this also had the desired effect of driving sales improvement through the latter part of the quarter, as product arrived at our stores and online distribution center on time. In addition to these external challenges, Ann Taylor experienced soft product performance in select categories during the quarter. These factors contributed to a comparable sales decrease of 4.3% and a 310 basis point decline in gross margin rate performance. However, through continued disciplined expense management, including the ongoing impact of savings associated with our first quarter restructuring, selling, general and administrative expenses for the third quarter decreased slightly as compared to last year, despite the impact of a $5 million pre-tax charge associated with the closure of Ann Taylor’s Madison Avenue store. As a result, we realized net income of $29.9 million and diluted earnings per share of $0.65 during the third quarter of Fiscal 2014, which includes the $3.2 million, or $0.07 per diluted share, after-tax impact of the aforementioned charge.

At the Ann Taylor brand, total net sales in the third quarter of Fiscal 2014 decreased 6.5% compared to last year, with overall comparable sales down 6.6%. At Ann Taylor, which includes Ann Taylor stores and anntaylor.com, comparable sales decreased 4.8% compared with the third quarter of Fiscal 2013, which marked the first time Ann Taylor experienced negative comparable sales in the last ten quarters. This reflected the impact of soft traffic and the highly promotional retail environment, as well as soft product performance in select merchandise categories. In hindsight, we would have benefitted from having more color and print choices in our assortment, particularly in tops. Looking ahead, while Ann Taylor is entering the fourth quarter with higher than anticipated inventory levels, we are committed to clearing excess inventory by year-end to enter fiscal 2015 in a clean inventory position. At Ann Taylor Factory, comparable sales declined 10.4%, reflecting continued traffic challenges and high levels of promotional activity in factory outlet centers, as well as soft product performance, particularly in the tops category. Going forward, we will continue to carefully manage our inventory position, with a focus on maximizing the channel’s bottom-line performance.

At the LOFT brand, total net sales across all channels, including Lou & Grey, increased 1.3% in the third quarter of Fiscal 2014 compared to last year, while overall comparable sales declined 2.9%. At LOFT, which includes LOFT stores and LOFT.com, comparable sales decreased 3.3%, reflecting the impact of soft traffic, the highly promotional retail environment and product delays related to the West Coast port situation. Importantly, we saw performance improve as we took action to address the inventory delays by moving to air delivery of select merchandise categories, including pants and sweaters. At LOFT Outlet, despite a strong merchandise assortment that was well-received by clients, comparable sales decreased 1.0%, reflecting the impact of continued traffic challenges and high levels of promotional activity in factory outlet centers. Looking

15

ahead, we believe that the LOFT brand is well-positioned for a competitive holiday season, with a merchandise offering that provides a compelling selection of fashion coupled with seasonal favorites and gift items.

During the third quarter, we continued to move forward on our real estate strategy, adding a total of 14 new stores, including two Ann Taylor stores, two Ann Taylor Factory stores, four LOFT stores, four LOFT Outlet stores and our first two stand-alone Lou & Grey stores. We also closed four underperforming stores during the quarter, including the largest Ann Taylor store in our fleet at Madison Avenue in New York City, leading to a total store count of 1,050 stores at the end of the third quarter. Regarding our new concept, Lou & Grey, we have been encouraged by the initial results of our first stand-alone stores, and plan to open three additional stand-alone Lou & Grey locations this year to further test the concept in diverse regions. In addition, we continued to further expand our international presence, with the opening of two franchised LOFT stores in Mexico during the quarter.

During the third quarter, we also enhanced our omni-channel offering through the launch of a new mobile experience, the pilot launch of our “endless aisle” capabilities in select Ann Taylor and LOFT stores as well as other ongoing improvements to our web platform and capabilities. Our new mobile experience is resonating well with our clients and, with smartphones now accounting for almost half of our website visits, we have begun to see a lift in sales from these devices. In addition, early results from our “endless aisle” pilot have been promising. This pilot represents the first steps toward the launch of the second phase of our omni-channel initiative in 2015, which is designed to further enhance the seamless client shopping experience by enabling fulfillment of in-store client orders online.

Finally, during the quarter, we also launched a new corporate initiative focused on enhancing the effectiveness and efficiency of our sourcing capabilities, including a comprehensive, end-to-end assessment of our supply chain, designed to identify opportunities to enhance our profitability with a focus on speed, flexibility, improved product sell-through and reduced cost of goods sold.

Overall, even as we navigate ongoing external challenges, we are moving forward on our commitment to strengthen our position as the go-to wardrobing destination for women of style. Together, Ann Taylor, LOFT and Lou & Grey represent a full-spectrum offering that puts ANN INC. in a unique position to meet the needs of women at every important phase of their lives. We continue to make progress on our strategic initiatives, which we believe present significant opportunities to build on the strength of our brands in order to deliver long-term, profitable growth.

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 Websites are also included in comparable sales. In a fiscal year with 53 weeks, sales in the last week of that fiscal year are excluded from comparable sales. International franchise stores are not considered in the determination of 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 the effect of revenue and/or expenses related to:  our sourcing operations; fulfillment and shipment of online and omni-channel sales; depreciation related to merchandise management systems; sample development costs; 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.

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• 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.

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				Nine Months Ended
	November 1, 2014		November 2, 2013		November 1, 2014		November 2, 2013
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	47.4	%	44.3	%	47.3	%	44.6	%
Gross margin	52.6	%	55.7	%	52.7	%	55.4	%
Selling, general and administrative expenses	45.3	%	45.0	%	45.9	%	46.6	%
Restructuring charge	—	%	—	%	0.9	%	—	%
Operating income	7.3	%	10.7	%	5.9	%	8.8	%
Interest and investment income/(expense), net	0.1	%	—	%	—	%	—	%
Other non-operating income/(expense), net	—	%	—	%	—	%	—	%
Income before income taxes	7.4	%	10.7	%	5.9	%	8.8	%
Income tax provision	2.7	%	4.4	%	2.3	%	3.6	%
Net income	4.7	%	6.3	%	3.6	%	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				Nine Months Ended
	November 1, 2014		November 2, 2013		November 1, 2014		November 2, 2013
	increase/(decrease)
Net sales	(1.6	)%	7.3	%	0.8	%	5.8	%
Gross margin	(7.2	)%	3.3	%	(4.0	)%	3.2	%
Operating income	(33.6	)%	5.2	%	(32.6	)%	(0.6	)%
Net income	(27.5	)%	1.1	%	(30.7	)%	(2.5	)%

Sales and Sales-Related Metrics

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

	Quarter Ended
	November 1, 2014				November 2, 2013
	Sales		Comp %		Sales		Comp %
Sales and Comparable Sales	($ in thousands)
Ann Taylor brand
Ann Taylor (1)	$	159,759	(4.8	)%	$	172,172	4.4	%
Ann Taylor Factory	73,235		(10.4	)%	77,003		(6.9	)%
Total Ann Taylor brand	$	232,994	(6.6	)%	$	249,175	0.6	%
LOFT brand
LOFT (2)	$	331,711	(3.3	)%	$	336,874	6.3	%
LOFT Outlet	82,100		(1.0	)%	71,483		1.8	%
Total LOFT brand	$	413,811	(2.9	)%	$	408,357	5.6	%
Total Company	$	646,805	(4.3	)%	$	657,532	3.7	%

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Sales and Sales-Related Metrics (Continued)

	Nine Months Ended
	November 1, 2014				November 2, 2013
	Sales		Comp %		Sales		Comp %
Sales and Comparable Sales	($ in thousands)
Ann Taylor brand
Ann Taylor (1)	$	478,419	(1.0	)%	$	488,762	6.6	%
Ann Taylor Factory	224,472		(6.3	)%	224,843		(6.7	)%
Total Ann Taylor brand	$	702,891	(2.7	)%	$	713,605	1.9	%
LOFT brand
LOFT (2)	$	952,539	(3.5	)%	$	955,744	3.1	%
LOFT Outlet	230,627		(0.3	)%	200,887		(2.8	)%
Total LOFT brand	$	1,183,166	(2.9	)%	$	1,156,631	2.1	%
Total Company	$	1,886,057	(2.8	)%	$	1,870,236	2.0	%

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

(2) Includes sales at LOFT stores, LOFT.com and Lou & Grey stores.

	Quarter Ended				Nine Months Ended
	November 1, 2014		November 2, 2013		November 1, 2014		November 2, 2013
Sales-Related Metrics
Average Dollars Per Transaction (“DPT”)
Ann Taylor brand	$	78.82	$	78.86	$	77.46	$	76.46
LOFT brand	66.70		65.98		62.74		62.18
Average Units Per Transaction (“UPT”)
Ann Taylor brand	2.47		2.51		2.49		2.48
LOFT brand	2.65		2.73		2.68		2.68
Average Unit Retail (“AUR”)
Ann Taylor brand	$	31.91	$	31.42	$	31.11	$	30.83
LOFT brand	25.17		24.17		23.41		23.20

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Store Data

The following tables set forth certain store data:

	Quarter Ended
	November 1, 2014				November 2, 2013
	Stores		Square Feet		Stores	Square Feet
	(square feet in thousands)
Stores and Square Footage
Ann Taylor brand
Ann Taylor	261		1,246		276	1,371
Ann Taylor Factory	115		772		106	721
Total Ann Taylor brand	376		2,018		382	2,092
LOFT brand
LOFT (1)	548		3,106		537	3,073
LOFT Outlet	126		824		108	719
Total LOFT brand	674		3,930		645	3,792
Total Company	1,050		5,948		1,027	5,884
Number of Company operated:
Stores open at beginning of period	1,040		5,939		1,007	5,788
New stores (2)	14		67		20	104
Downsized/expanded stores, net (3)	—		(5	)	—	(8	)
Closed stores	(4	)	(53	)	—
Stores open at end of period	1,050		5,948		1,027	5,884

	Nine Months Ended
	November 1, 2014				November 2, 2013
	Stores		Square Feet		Stores		Square Feet
	(square feet in thousands)
Number of Company operated:
Stores open at beginning of period	1,025		5,873		984		5,685
New stores (4)	44		237		54		281
Downsized/expanded stores, net (5)	—		(31	)	—		(22	)
Closed stores	(19	)	(131	)	(11	)	(60	)
Stores open at end of period	1,050		5,948		1,027		5,884
International franchise stores open at end of period (6)	2				—

(1) Includes Lou & Grey stores.

(2) During the quarter ended November 1, 2014, we opened two new Ann Taylor stores, two new Ann Taylor Factory stores, four new LOFT stores, four new LOFT Outlet stores and two new Lou & Grey stores. During the quarter ended November 2, 2013, we opened one new Ann Taylor store, one new Ann Taylor Factory store, 12 new LOFT stores and six new LOFT Outlet stores.

(3) During the quarter ended November 1, 2014, we downsized two Ann Taylor stores. During the quarter ended November 2, 2013, we downsized three Ann Taylor stores, three LOFT stores and expanded one LOFT store.

(4) During the nine months ended November 1, 2014, we opened two new Ann Taylor stores, seven new Ann Taylor Factory stores, 17 new LOFT stores, 16 new LOFT Outlet stores, two new Lou & Grey stores and one Lou & Grey shop-in-shop within an existing LOFT store. During the nine months ended November 2, 2013, we opened five new Ann Taylor stores, five new Ann Taylor Factory stores, 32 new LOFT stores and 12 new LOFT Outlet stores.

(5) During the nine months ended November 1, 2014, we downsized four Ann Taylor stores, four LOFT stores and one LOFT Outlet store. During the nine months ended November 2, 2013, we downsized nine Ann Taylor stores, one Ann Taylor Factory store and five LOFT stores and expanded two LOFT stores.

(6) International franchise stores are not considered in brand-level or Company operated stores and square footage data.

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Total net sales for the quarter ended November 1, 2014 decreased 1.6% over the comparable 2013 period, with comparable sales down 4.3%. The decrease in net sales was primarily due to the net impact of weak traffic across the industry and a highly promotional retail environment, which contributed to the decline in total comparable sales, partially offset by increased sales at our Websites and net store growth over the comparable 2013 period. In addition, sales during the first half of the quarter were negatively impacted by product shipment delays related to labor uncertainty at the West Coast ports, which were mitigated by the use of air freight later in the quarter. Approximately one-third of the decline in comparable sales for the quarter ended November 1, 2014 was offset by higher sales at our Websites.

During the nine months ended November 1, 2014, total net sales increased 0.8% over the comparable 2013 period, with comparable sales down 2.8%. The increase in net sales was primarily due to the impact of net store growth and higher revenue related to our private label and co-branded credit card program, partially offset by the decline in total comparable sales. Approximately one-half of the decline in comparable sales for the nine months ended November 1, 2014 was offset by higher sales at our Websites. Overall, our sales results were impacted by softer traffic trends and a highly promotional retail environment throughout much of the period.

At the Ann Taylor brand, total net sales for the quarter and nine months ended November 1, 2014 decreased $16.2 million, or 6.5%, and $10.7 million, or 1.5%, respectively, over the comparable prior-year periods, with comparable sales down 6.6% and 2.7%, respectively. At Ann Taylor, which includes Ann Taylor stores and anntaylor.com, net sales for the third quarter and nine months ended November 1, 2014 decreased $12.4 million, or 7.2%, and $10.3 million, or 2.1%, respectively, over the comparable period-year periods. These decreases were driven by a year-over-year net decrease in stores, soft traffic and the highly promotional retail environment, as well as soft product performance in select categories during the third quarter of Fiscal 2014, which contributed to comparable sales declines of 4.8% and 1.0% for the quarter and nine-month periods, respectively. At Ann Taylor Factory, net sales for the third quarter and nine months ended November 1, 2014 decreased $3.8 million, or 4.9%, and $0.4 million, or 0.2%, respectively, over the comparable prior-year periods, primarily due to comparable sales declines of 10.4% and 6.3% for the third quarter and nine-month periods, respectively, partially offset by the impact of net store growth. Continuing traffic challenges and the highly promotional environment in factory outlet centers, as well as soft product performance in certain categories, contributed to decreases in AUR and DPT during both the quarter and nine-month periods.

At the LOFT brand, total net sales for the quarter and nine months ended November 1, 2014 increased $5.5 million, or 1.3%, and $26.5 million, or 2.3%, respectively, over the comparable prior-year periods, with comparable sales decreasing 2.9% in both periods. At LOFT, which includes LOFT stores, LOFT.com and Lou & Grey stores, net sales for the third quarter and nine months ended November 1, 2014 decreased $5.2 million, or 1.5%, and $3.2 million, or 0.3%, respectively, over the comparable prior-year periods. LOFT experienced soft product performance in certain categories during the first half of the year, primarily in basic knit tops, and was also affected by product shipment delays during the first half of the third quarter, which impacted our inventory position in key categories including pants and sweaters. Sales improved significantly as product arrived by late September, which contributed to increased full price sell-through and higher AUR during the third quarter of Fiscal 2014. Despite this, the continued impact of soft traffic and a highly promotional retail environment contributed to comparable sales declines of 3.3% and 3.5% for the third quarter and nine-month periods, respectively. At LOFT Outlet, net sales for the third quarter and nine months ended November 1, 2014 increased $10.6 million, or 14.9%, and $29.7 million, or 14.8%, respectively, over the comparable prior-year periods, primarily due to net store growth. Although strong product and effective promotions helped drive increases in conversion, UPT and DPT, traffic challenges in factory outlet centers resulted in comparable sales decreases of 1.0% and 0.3% for the third quarter and nine-month periods, respectively.

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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						Nine Months Ended
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013
	(dollars in thousands)
Cost of sales	$	306,863		$	291,312		$	891,318		$	834,174
Gross margin	$	339,942		$	366,220		$	994,739		$	1,036,062
Percentage of net sales	52.6		%	55.7		%	52.7		%	55.4		%

Gross margin as a percentage of net sales for the quarter ended November 1, 2014 decreased 310 basis points to 52.6%, down from 55.7% in the comparable 2013 period. For the nine months ended November 1, 2014, gross margin as a percentage of net sales decreased 270 basis points to 52.7%, down from 55.4% in the comparable 2013 period. The overall decrease in gross margin rate performance for both the third quarter and nine-month periods was primarily due to lower merchandise gross margin rate, which was negatively impacted by continued traffic challenges and the highly competitive retail environment, both of which caused us to be more promotional than planned at both brands in order to clear through inventory. Further, during the quarter ended November 1, 2014, labor uncertainty at the West Coast ports resulted in higher levels of air transportation to ensure on-time delivery of key merchandise, which resulted in approximately $5 million in incremental shipping costs. We expect this issue to continue into the fourth quarter and currently anticipate our fourth quarter gross margin results will be impacted by approximately $8 million in incremental shipping costs. Finally, full-price sell-through at Ann Taylor was down in certain categories during the third quarter, further pressuring gross margin rate during the period, while soft product performance in certain categories at LOFT during the first half of the fiscal year impacted merchandise gross margin rate performance during the nine-month period.

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						Nine Months Ended
	November 1, 2014			November 2, 2013			November 1, 2014			November 1, 2014
	(dollars in thousands)
Selling, general and administrative expenses	$	293,215		$	295,813		$	866,619		$	871,764
Percentage of net sales	45.3		%	45.0		%	45.9		%	46.6		%

Selling, general and administrative expenses for the quarter and nine months ended November 1, 2014 decreased approximately $2.6 million and $5.1 million, respectively, versus the comparable prior-year periods, despite the impact of a $5.0 million charge recorded during the third quarter of Fiscal 2014 related to the early lease termination and related closure of our Ann Taylor store on Madison Avenue in New York City. The decrease in selling, general and administrative expenses for both the quarter and nine month periods was primarily due to lower performance-based compensation expense, a reduction in marketing expenses and savings realized as a result of our first quarter 2014 restructuring. These decreases were partially offset by higher occupancy costs and other variable expenses related to store growth, the impact of the above-mentioned charge, as well as other expenses to support the expansion of our business.

As a percentage of net sales, selling, general and administrative expenses for the quarter ended November 1, 2014 increased 30 basis points versus the comparable prior-year period, reflecting the impact of lower net sales, the charge associated with our Ann Taylor Madison Avenue lease termination and related store closure and an increase in other expenses to support the expansion of our business. This was partially offset by a decrease in marketing and performance-based compensation expenses and savings associated with our first quarter 2014 restructuring. 

As a percentage of net sales, selling, general and administrative expenses for the nine months ended November 1, 2014 decreased 70 basis points versus the comparable prior-year period, reflecting the impact of lower marketing and performance-based compensation expenses, as well as savings associated with our first quarter 2014 restructuring. These decreases were partially offset by an increase in occupancy costs, including the impact of the charge associated with our Ann Taylor Madison Avenue lease termination and related store closure, as well as other expenses to support the expansion of our business.

21

Restructuring Charge

In connection with our first quarter 2014 organizational realignment, we recorded a pre-tax restructuring charge of approximately $17.3 million for severance and other costs in the first quarter of Fiscal 2014. The restructuring is expected to result in pre-tax operating savings of approximately $20 million in Fiscal 2014, of which approximately $12 million was realized during the nine months endedNovember 1, 2014, and ongoing annual savings of approximately $25 million in Fiscal 2015 and thereafter. For additional information, see Note 2, “Restructuring Charge,” in the Notes to Condensed Consolidated Financial Statements.

Income Taxes

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

	Quarter Ended						Nine Months Ended
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013
	(dollars in thousands)
Income tax provision	$	17,206		$	28,854		$	42,789		$	66,822
Effective income tax rate	36.6		%	41.2		%	38.7		%	40.6		%

Our effective income tax rate was 36.6% for the quarter ended November 1, 2014 as compared to 41.2% for the comparable 2013 period, primarily due to tax credits taken related to prior open periods as well as certain other discrete items. We expect our full year effective income tax rate to be approximately 39%.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flow from operations, available cash and cash equivalents and availability under our revolving credit facility. Our primary ongoing cash requirements relate to working capital needs, retail store expansion, store renovation and refurbishment, investments in technology and additional share repurchases.

The following table sets forth certain measures of our liquidity:

	November 1, 2014		February 1, 2014		November 2, 2013
	(dollars in thousands)
Working capital	$	246,795	$	231,472	$	205,662
Current ratio	1.77:1		1.70:1		1.57:1

Operating Activities

Cash provided by operating activities was $35.0 million for the nine months ended November 1, 2014, compared with $104.8 million for the nine months ended November 2, 2013. The year-over-year decrease in cash provided by operating activities is primarily the result of lower net income, adjusted for non-cash expenses, higher year-over-year income tax payments, the lease termination payment associated with our Madison Avenue store closing and changes in merchandise inventories, partially offset by lower payments under our incentive compensation plans.

Merchandise inventories increased approximately $29.0 million, or 9.6%, at November 1, 2014 compared to November 2, 2013. On a per-square foot basis, merchandise inventories at November 1, 2014 increased approximately 8% as compared to November 2, 2013, reflecting increases of 22% at Ann Taylor, 3% at LOFT and 8% in the factory/outlet channel. The increase in inventory per square foot at Ann Taylor primarily reflects a change in merchandise mix and, to a lesser extent, slightly higher unit inventory compared to the the prior year. The increase in inventory per square foot at LOFT primarily reflects a change in merchandise mix compared to the prior year. In our factory/outlet channel, the increase in inventory per square foot primarily reflects a shift in the timing of merchandise receipts versus last year.

Investing Activities

Cash used for investing activities was $85.7 million for the nine months ended November 1, 2014, compared with $105.4 million for the nine months ended November 2, 2013. Cash used for investing activities was primarily driven by capital expenditures related to our store expansion and refurbishment projects during both periods.

22

Financing Activities

Cash used for financing activities was $41.2 million for the nine months ended November 1, 2014, compared with $47.3 million for the nine months ended November 2, 2013. Cash used for financing activities was primarily for the repurchase of common stock under our securities repurchase programs during both periods. During the current-year period, this was more significantly offset by cash inflows related to a higher level of stock option exercise activity.

Repurchase Program

During the nine months ended November 1, 2014, we repurchased 1.3 million shares of our common stock through open market purchases under our $250 million securities repurchase program at a cost of $50 million.  See Note 5, “Equity and Incentive Compensation Plans,” in the Notes to Condensed Consolidated Financial Statements for further discussion.

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 then existing senior secured revolving credit facility due to expire in April 2013.

The Credit Facility, which expires on December 19, 2017, includes 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 expand 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 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, 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 to certain eligible assets, primarily accounts receivable and inventory. Commercial and standby letters of credit outstanding under the Credit Facility totaled approximately $9.9 million, $11.0 million and $11.6 million as of November 1, 2014, February 1, 2014 and November 2, 2013, respectively, leaving a remaining available balance for loans and letters of credit of $240.1 million, $171.4 million and $238.4 million, respectively.There were no borrowings outstanding under the Credit Facility at November 1, 2014, February 1, 2014, November 2, 2013 or as of November 21, 2014, the date of this filing.

Credit Card Program

We have a credit card program that offers eligible clients in the United States the choice of a private label or co-branded credit card. All cardholders are automatically enrolled in our exclusive rewards program, which is designed to recognize and promote client loyalty. We provide the sponsoring bank with marketing support of the program, and use our sales force to process credit card applications for both the private label and co-branded credit cards. On December 2, 2013, we entered into an eight-year agreement with the sponsoring bank, which amended and restated the original agreement that began in October 2008. As with the original agreement, we received an upfront signing bonus from the sponsoring bank and also receive ongoing payments for new accounts activated as well as a share of finance charges collected by the sponsoring bank. These revenue streams are accounted for as a single unit of accounting and accordingly, are recognized as revenue ratably based on the total projected revenues over the term of the agreement.

Certain judgments and estimates underlie our projected revenues and related expenses under the program, including projected future store counts, the number of applications processed, our projected sales growth and points breakage, among other things. During the quarters ended November 1, 2014 and November 2, 2013, we recognized approximately $16.3 million and $11.4 million of revenue related to the credit card program, respectively. During the nine months ended November 1, 2014 and November 2, 2013, we recognized approximately $36.6 million and $16.2 million of revenue related to the credit card program, respectively. At November 1, 2014, February 1, 2014 and November 2, 2013, approximately $4.0 million, $3.0 million and $2.0 million, respectively, of deferred credit card income is included in “Accrued expenses and other current liabilities” on our Condensed Consolidated Balance Sheets. Additionally, in connection with the December 2013 agreement, $18.1 million and $20.7 million of long-term deferred credit card income is included in “Other liabilities” on our Consolidated Balance Sheets at November 1, 2014 and February 1, 2014, respectively. Partially offsetting the income from the credit card program are costs, net of points breakage, related to our client loyalty program. These costs are included in either Cost of sales or in Net sales as a Sales discount, as appropriate. The Cost of sales impact, net of points breakage, was approximately $3.2 million and $1.7 million for the quarters ended November 1, 2014 and November 2, 2013,

23

respectively, and approximately $9.2 million and $4.0 million for the nine months ended November 1, 2014 and November 2, 2013, respectively. The Sales discount impact was approximately $5.8 million and $1.7 million for the quarters ended November 1, 2014 and November 2, 2013, respectively, and approximately $14.3 million and $4.6 million for the nine months ended November 1, 2014 and November 2, 2013, respectively.

Other

Foreign cash balances at November 1, 2014 were $3.7 million, the majority of which was held in Canadian dollars. As of February 1, 2014 and November 2, 2013, we had foreign cash balances of $2.1 million and $2.9 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 are not required to make a contribution to the Pension Plan in Fiscal 2014, any deterioration in the financial markets or changes in discount rates may require us to make a contribution to our Pension Plan in the future.

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

24

Critical Accounting Policies and 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 use 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 revenue recognition, merchandise inventory valuation, asset impairment, income taxes and stock and other 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 1, 2014.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

We have significant amounts of cash and cash equivalents 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 contained 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 costs denominated in the Canadian dollar. As of November 1, 2014, 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 be expected to 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 November 1, 2014, we did not hold any investments that did not qualify as cash and cash equivalents.

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.

During the third quarter of Fiscal 2014, 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. As of November 1, the Company continued to utilize the Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and plans to transition to the Internal Control – Integrated Framework (2013) by the end of Fiscal 2014.

25

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)
August 3, 2014 to August 30, 2014	—	$	—	—	200,000
August 31, 2014 to October 4, 2014	617	41.72		—	200,000
October 5, 2014 to November 1, 2014	—	—		—	200,000
	617			—

(1) Represents 617 shares of restricted stock purchased in connection with employee tax withholding obligations under our equity compensation plans, which are not purchases under our publicly announced program.

(2) On August 21, 2013, our Board of Directors approved a new $250 million securities repurchase program (the “Repurchase Program”). There were no repurchases made under the Repurchase Program during the quarter ended November 1, 2014. The Repurchase Program will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors.

Item 6.    Exhibits

Exhibit Number	Description
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.

26

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:	November 21, 2014	By:	/s/    Kay Krill
			Kay Krill
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	November 21, 2014	By:	/s/    Michael J. Nicholson
			Michael J. Nicholson
			Executive Vice President, Chief Operating Officer,
			Chief Financial Officer and Treasurer
			(Principal Financial Officer)

27

Exhibit Index

Exhibit Number	Description
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.

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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:	November 21, 2014	/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:	November 21, 2014	/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 November 1, 2014 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:	November 21, 2014	/s/ Kay Krill
		Kay Krill
		Chief Executive Officer
Date:	November 21, 2014	/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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Equity and Incentive Compensation Plans - Summary of Stock Option Activity (Detail) (USD $)	9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of options granted (dollars per share)	$ 16.79	$ 14.09
Stock Options
Options outstanding at beginning of period (shares)	2,199,719
Granted (shares)	63,700
Exercised (shares)	(478,713)
Forfeited or expired (shares)	(62,274)
Options outstanding at end of period (shares)	1,722,432
Vested and exercisable at end of period (shares)	1,495,451
Options expected to vest in the future as of end of period (shares)	206,451
Weighted Average Exercise Price
Options outstanding at beginning of period (dollars per share)	$ 26.60
Granted (dollars per share)	$ 37.52
Exercised (dollars per share)	$ 29.11
Forfeited or expired (dollars per share)	$ 30.18
Options outstanding at end of period (dollars per share)	$ 26.18
Vested and exercisable at end of period (dollars per share)	$ 25.35
Options expected to vest in the future as of end of period (dollars per share)	$ 31.88

XML

Fair Value Measurements

9 Months Ended

Nov. 01, 2014

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. Investment assets of the rabbi trust are valued based on quoted market prices or the net asset value at the closing price reported in certain major markets as of the measurement date, which are considered Level 1 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 the measurement date:

	November 1, 2014		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	$	3,941	$	3,941	$	—	$	—
Fixed income funds	909		909		—		—
Equity funds	7,580		7,580		—		—
Total assets	$	12,430	$	12,430	$	—	$	—
	February 1, 2014		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	$	3,698	$	3,698	$	—	$	—
Fixed income funds	782		782		—		—
Equity funds	6,944		6,944		—		—
Total assets	$	11,424	$	11,424	$	—	$	—

	November 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	$	4,091	$	4,091	$	—	$	—
Fixed income funds	777		—		777		—
Equity funds	6,648		—		6,648		—
Total assets	$	11,516	$	4,091	$	7,425	$	—

As of the dates presented, the Company believes that the carrying value of cash and cash equivalents, receivables and payables approximates fair value, due to the short maturity of these financial instruments.

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Equity and Incentive Compensation Plans - Summary of Restricted Stock Activity (Parenthetical) (Detail) (Performance-Based Restricted Stock Awards)	3 Months Ended	9 Months Ended
	Nov. 01, 2014	Nov. 01, 2014 Minimum	Nov. 01, 2014 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%	200.00%

XML

Equity and Incentive Compensation Plans - Summary of Restricted Stock Activity (Detail) (USD $)	9 Months Ended
	Nov. 01, 2014
Time-Based Restricted Stock Award
Number of Shares
Balance at beginning of period (shares)	602,205
Granted (shares)	408,393
Vested (shares)	(216,616)
Forfeited (shares)	(127,263)
Balance at end of period (shares)	666,719
Weighted Average Grant Date Fair Value
Balance at beginning of period (dollars per share)	$ 29.95
Granted ( dollars per share)	$ 37.55
Vested (dollars per share)	$ 28.92
Forfeited (dollars per share)	$ 32.36
Balance at end of period (dollars per share)	$ 34.48
Performance-Based Restricted Stock Awards [Member]
Number of Shares
Balance at beginning of period (shares)	289,935
Granted (shares)	141,617
Vested (shares)	(124,139)
Forfeited (shares)	(75,294)
Balance at end of period (shares)	232,119
Weighted Average Grant Date Fair Value
Balance at beginning of period (dollars per share)	$ 29.56
Granted ( dollars per share)	$ 37.53
Vested (dollars per share)	$ 29.24
Forfeited (dollars per share)	$ 31.07
Balance at end of period (dollars per share)	$ 34.10
Shares Vest in June 2015 | 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	22,893
Shares Vest Equally In Each Of March 2015, 2016 and 2017 | 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	127,700
Shares Vest Equally In Each of June 2015, 2016 and 2017 | 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	1,900
Shares Vest Equally In Each Of March 2017, 2018 and 2019 | 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	255,900

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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		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014	Nov. 02, 2013
Disclosure - Summary of Long Term Performance Compensation [Abstract]
Long-term performance compensation expense	$ 2.1	$ 2.6	$ 3.3	$ 9.4
Long-term performance compensation expense total compensation not yet recognized	$ 14.3		$ 14.3
Unrecognized compensation cost long-term performance compensation plan remaining weighted average service period (in years)			2 years 6 months

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Equity and Incentive Compensation Plans Equity and Incentive Compensation Plans - Repurchase Plan (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	9 Months Ended
	Nov. 01, 2014	Nov. 01, 2014	Nov. 02, 2013	Aug. 21, 2013	Mar. 08, 2011
Repurchase Program [Abstract]
Stock Repurchase Program, Authorized Amount				$ 250	$ 600
Stock Repurchased During Period, Value		50.0	49.1
Total Available For Share Repurchases Under The Securities Repurchase Program	$ 200	$ 200
Stock Repurchased During Period, Shares	0	1,300,000	1,500,346

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Restructuring Charge Restructuring Charge

9 Months Ended

Nov. 01, 2014

Restructuring Charge [Abstract]

Restructuring Charge

Restructuring Charge

During the first quarter of Fiscal 2014, the Company executed an organizational restructuring in support of its omni-channel retail strategy and its strategic growth initiatives. As part of the restructuring, the Company realigned certain functions within its corporate workforce, including its marketing, merchandise planning, procurement and allocation functions, to eliminate redundancy and integrate processes to better support its brands and serve its clients. These actions resulted in the separation of approximately 100 full-time associates. In connection with this effort, the Company recorded a pre-tax restructuring charge of approximately $17.3 million for severance and other costs during the first quarter of Fiscal 2014. The Company expects to pay all amounts accrued in connection with the restructuring by 2017.

2. Restructuring Charge (Continued)

The following tables present a reconciliation of the restructuring reserve for the quarter and nine months ended November 1, 2014:

	Quarter Ended
	Severance and Related Costs			Other Restructuring Costs		Total
	(in thousands)
Balance at August 2, 2014	$	14,491		$	—	$	14,491
Cash payments	(3,765		)	—		(3,765		)
Balance at November 1, 2014	$	10,726		$	—	$	10,726

	Nine Months Ended
	Severance and Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at February 1, 2014	$	—		$	—		$	—
Restructuring charge	16,742			561			17,303
Cash payments	(7,883		)	(561		)	(8,444		)
Reclassification to restructuring reserve (1)	1,867			—			1,867
Balance at November 1, 2014	$	10,726		$	—		$	10,726

(1) Prior compensation accruals related to associates separated in connection with the restructuring were reclassified to the restructuring reserve.

 Approximately $4.8 million and $5.9 million of the restructuring reserve is included in “Accrued salaries and bonus” and “Other liabilities,” respectively, on the Company’s Condensed Consolidated Balance Sheet at November 1, 2014, based upon the expected timing of the payments.

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Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Details) (USD $)	3 Months Ended		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014		Nov. 02, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	$ (100,000)		$ 125,000	[1]
Accumulated Other Comprehensive Loss [Roll Forward]
Accumulated other comprehensive loss, beginning balance			(2,874,000)
Foreign currency translation adjustment	(327,000)	31,000	48,000		(395,000)
Pension settlement charge	125,000	0	125,000	[2]	0
Accumulated other comprehensive loss, ending balance	(2,752,000)	(4,600,000)	(2,752,000)		(4,600,000)
Amortization of net actuarial loss on pension plan	0	158,000	0		473,000
Other Comprehensive Income (Loss), before Tax	(202,000)	189,000	173,000		78,000
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent	(51,000)	(60,000)	(51,000)	[3]	(181,000)
Other comprehensive income/(loss), net of tax	(253,000)	129,000	122,000		(103,000)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	0.1		0.1
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			0	[1]
Accumulated Other Comprehensive Loss [Roll Forward]
Accumulated other comprehensive loss, beginning balance			(1,290,000)
Foreign currency translation adjustment			48,000
Pension settlement charge			0	[2]
Accumulated other comprehensive loss, ending balance	(1,242,000)		(1,242,000)
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent			0	[3]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax			48,000
Unrecognized Pension Benefit Costs
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			125,000	[1]
Accumulated Other Comprehensive Loss [Roll Forward]
Accumulated other comprehensive loss, beginning balance			(1,584,000)
Foreign currency translation adjustment			0
Pension settlement charge			(125,000)	[2]
Accumulated other comprehensive loss, ending balance	(1,510,000)		(1,510,000)
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent			(51,000)	[3]
Other comprehensive income/(loss), net of tax			$ 74,000

[1] During the quarter and nine months ended November 1, 2014, the Company reclassified $0.1 million, both gross and net of tax, from AOCL related to the Company’s employee benefit plan.

[2] Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statement of Operations.

[3] Relates to amounts reclassified from AOCL to income tax expense.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014	Nov. 02, 2013
Income Statement [Abstract]
Net sales	$ 646,805	$ 657,532	$ 1,886,057	$ 1,870,236
Cost of sales	306,863	291,312	891,318	834,174
Gross margin	339,942	366,220	994,739	1,036,062
Selling, general and administrative expenses	293,215	295,813	866,619	871,764
Restructuring Charge	0	0	17,303	0
Operating income	46,727	70,407	110,817	164,298
Interest and investment income/(expense), net	468	(224)	(49)	217
Other non-operating income/(expense), net	(133)	(140)	(261)	57
Income before income taxes	47,062	70,043	110,507	164,572
Income tax provision	17,206	28,854	42,789	66,822
Net income	$ 29,856	$ 41,189	$ 67,718	$ 97,750
Earnings per share:
Basic earnings per share (dollars per share)	$ 0.65	$ 0.90	$ 1.46	$ 2.10
Weighted average shares outstanding	44,799	44,967	45,285	45,581
Diluted earnings per share (dollars per share)	$ 0.65	$ 0.89	$ 1.45	$ 2.08
Weighted average shares outstanding, assuming dilution	45,242	45,443	45,735	46,036

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013
Operating activities:
Net income	$ 67,718	$ 97,750
Adjustments to reconcile net income to net cash provided by/(used for) operating activities:
Deferred income taxes	(5,547)	8,217
Depreciation and amortization	83,097	78,690
Loss on disposal and write-down of property and equipment	2,302	3,584
Stock-based compensation	9,621	11,621
Non-cash interest and other non-cash items	(1,468)	(470)
Tax benefit from exercise/vesting of stock awards	1,131	1,601
Changes in assets and liabilities:
Accounts receivable	(9,915)	(18,799)
Merchandise inventories	(91,770)	(85,547)
Prepaid expenses and other current assets	(2,670)	(1,352)
Refundable income taxes	(1,383)	1,836
Other non-current assets	1,384	401
Other non-current liabilities	(7,499)	13,468
Accounts payable, accrued expenses and other current liabilities	(10,020)	(6,210)
Net cash provided by/(used for) operating activities	34,981	104,790
Investing activities:
Purchases of marketable securities	(2,362)	(3,215)
Sales of marketable securities	1,734	574
Purchases of property and equipment	(84,902)	(103,607)
Other, net	(147)	813
Net cash used for investing activities	(85,677)	(105,435)
Financing activities:
Proceeds from the issuance of common stock pursuant to the Associate Discount Stock Purchase Plan	1,666	1,660
Proceeds from exercise of stock options	13,935	5,536
Excess tax benefits from stock-based compensation	1,802	1,860
Repurchases of common and restricted stock	(54,582)	(53,854)
Repayments of fixed asset financing and capital lease obligations	(2,562)	(1,565)
Proceeds from fixed asset financing	0	4,317
Change in trade payable program obligation, net	(1,502)	(5,296)
Net cash provided by/(used for) financing activities	(41,243)	(47,342)
Effect of exchange rate on cash and cash equivalents	(7)	(332)
Net increase/(decrease) in cash and cash equivalents	(91,946)	(48,319)
Cash and cash equivalents, beginning of period	201,707	167,011
Cash and cash equivalents, end of period	$ 109,761	$ 118,692

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Net Income Per Share - Additional Information (Detail) (Nonparticipating Securities - Stock Options)	3 Months Ended		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014	Nov. 02, 2013
Nonparticipating Securities - Stock Options
Earnings Per Share Disclosure
Antidilutive securities excluded from the computations of earnings per share	0	585,250	8,000	698,040

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Equity and Incentive Compensation Plans - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014	Nov. 02, 2013
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense recognized	$ 2,800,000	$ 4,000,000	$ 9,621,000	$ 11,621,000
Employee Stock Option
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, unvested	2,000,000		2,000,000
Unrecognized compensation cost, unvested, remaining weighted-average vesting period (in years)			1 year 8 months 12 days
Restricted Stock
Share Based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, unvested	$ 15,800,000		$ 15,800,000
Unrecognized compensation cost, unvested, remaining weighted-average vesting period (in years)			2 years 10 months 24 days

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Basis of Presentation

9 Months Ended

Nov. 01, 2014

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 2014 interim periods presented in the Condensed Consolidated Financial Statements are not necessarily indicative of results to be expected for Fiscal 2014.

The February 1, 2014 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 1, 2014.

The “Recognition of gift card and merchandise credit breakage” line item within the Condensed Consolidated Statement of Cash Flows was reclassified to the line item “Non-cash interest and other non-cash items” for the nine months ended November 2, 2013 to conform to the current period presentation. The impact of this reclassification is not material to the Condensed Consolidated Statement of Cash Flows.

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 1, 2014. The Company believes that the disclosures made are adequate to prevent the interim financial statements from being misleading.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” as well as various other sections of the ASC, such as, but not limited to, ASC 340-20, “Other Assets and Deferred Costs-Capitalized Advertising Costs.” The core principle of ASU 2014-09 is that an entity should recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet). Early adoption is not permitted. The Company is in the process of evaluating ASU 2014-09, including the choice of retrospective application upon adoption, and does not currently anticipate it will have a material impact on the Company’s Consolidated Financial Statements.

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014		Nov. 02, 2013
Net income	$ 29,856	$ 41,189	$ 67,718		$ 97,750
Foreign currency translation adjustment	(327)	31	48		(395)
Pension settlement charge	125	0	125	[1]	0
Amortization of net actuarial loss on pension plan	0	158	0		473
Defined benefit pension plan:
Other comprehensive income/(loss), before tax	(202)	189	173		78
Income tax expense on other comprehensive income items	51	60	51	[2]	181
Other comprehensive income/(loss), net of tax	(253)	129	122		(103)
Comprehensive income	$ 29,603	$ 41,318	$ 67,840		$ 97,647

[1] Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statement of Operations.

[2] Relates to amounts reclassified from AOCL to income tax expense.

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Net Income Per Share (Tables)

9 Months Ended

Nov. 01, 2014

Notes to Financial Statements [Abstract]

Reconciliations of Basic and Diluted Share Calculations

The following tables present a reconciliation of basic and diluted earnings per share for the quarters and nine months ended November 1, 2014 and November 2, 2013:

	Quarter Ended
	November 1, 2014					November 2, 2013
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	29,856				$	41,189
Less net income associated with participating securities	616					824
Basic earnings per share	$	29,240	44,799	$	0.65	$	40,365	44,967	$	0.90
Diluted Earnings per Share:
Net income	$	29,856				$	41,189
Less net income associated with participating securities	610					816
Effect of dilutive securities			443					476
Diluted earnings per share	$	29,246	45,242	$	0.65	$	40,373	45,443	$	0.89

	Nine Months Ended
	November 1, 2014					November 2, 2013
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	67,718				$	97,750
Less net income associated with participating securities	1,383					1,892
Basic earnings per share	$	66,335	45,285	$	1.46	$	95,858	45,581	$	2.10
Diluted Earnings per Share:
Net income	$	67,718				$	97,750
Less net income associated with participating securities	1,370					1,874
Effect of dilutive securities			450					455
Diluted earnings per share	$	66,348	45,735	$	1.45	$	95,876	46,036	$	2.08

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Document and Entity Information Document	9 Months Ended
	Nov. 01, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	ANN INC.
Trading Symbol	ANN
Entity Central Index Key	0000874214
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Nov. 01, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding	45,715,507

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Equity and Incentive Compensation Plans (Tables)

9 Months Ended

Nov. 01, 2014

Summary of Stock Option Activity

The following table summarizes stock option activity for the nine months ended November 1, 2014:

	Shares		Weighted  Average Exercise Price
Options outstanding at February 1, 2014	2,199,719		$	26.60
Granted (1)	63,700		37.52
Exercised	(478,713	)	29.11
Forfeited or expired	(62,274	)	30.18
Options outstanding at November 1, 2014	1,722,432		26.18
Vested and exercisable at November 1, 2014	1,495,451		$	25.35
Options expected to vest in the future as of November 1, 2014	206,451		$	31.88

(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 nine months ended November 1, 2014 and November 2, 2013, the fair value of options granted was estimated using the following weighted average assumptions:

	Nine Months Ended
	November 1, 2014		November 2, 2013
Expected volatility	47.5	%	52.9	%
Risk-free interest rate	1.7	%	0.9	%
Expected life (years)	5.4		5.0
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 nine months ended November 1, 2014:

	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 1, 2014	602,205			$	29.95	289,935			$	29.56
Granted	408,393		(1)	37.55		141,617		(2)	37.53
Vested	(216,616	)		28.92		(124,139	)		29.24
Forfeited	(127,263	)		32.36		(75,294	)		31.07
Restricted stock awards at November 1, 2014	666,719			34.48		232,119			34.10

(1) Of this amount, 22,893 shares vest in June 2015; 127,700 shares vest in equal installments in each of March 2015, 2016 and 2017; 255,900 shares vest in equal installments in each of March 2017, 2018 and 2019; and 1,900 shares vest in equal installments in each of June 2015, 2016 and 2017.

(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 200% 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.

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Nov. 01, 2014	Feb. 01, 2014	Nov. 02, 2013
Current assets
Cash and cash equivalents	$ 109,761	$ 201,707	$ 118,692
Accounts receivable	32,357	22,448	36,612
Merchandise inventories	331,360	239,667	302,395
Refundable income taxes	8,635	7,252	7,365
Deferred income taxes	23,199	28,854	30,638
Prepaid expenses and other current assets	63,918	61,287	67,752
Total current assets	569,230	561,215	563,454
Property and equipment, net	440,524	443,086	445,541
Deferred income taxes	18,082	6,599	2,335
Other assets	21,462	22,060	22,308
Total assets	1,049,298	1,032,960	1,033,638
Current liabilities
Accounts payable	126,027	101,276	123,257
Accrued salaries and bonus	17,914	24,546	20,837
Current portion of long-term performance compensation	5,725	20,339	19,945
Accrued tenancy	37,350	38,331	40,529
Gift certificates and merchandise credits redeemable	36,702	48,150	35,890
Accrued expenses and other current liabilities	98,717	97,101	117,334
Total current liabilities	322,435	329,743	357,792
Deferred lease costs	154,110	164,703	170,221
Deferred income taxes	58	36	3,361
Long-term performance compensation, less current portion	9,910	15,456	14,295
Other liabilities	54,488	54,566	38,648
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	744,787	751,765	750,934
Retained earnings	846,990	779,272	774,592
Accumulated other comprehensive loss	(2,752)	(2,874)	(4,600)
Treasury stock, 36,848,009; 36,344,643 and 36,642,644 shares, respectively, at cost	(1,081,289)	(1,060,268)	(1,072,166)
Total stockholders' equity	508,297	468,456	449,321
Total liabilities and stockholders' equity	$ 1,049,298	$ 1,032,960	$ 1,033,638

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Accumulated Other Comprehensive Income Accumulted Other Comprehensive Income

9 Months Ended

Nov. 01, 2014

Notes to Financial Statements [Abstract]

Accumulated Other Comprehensive Income (Loss)

. Accumulated Other Comprehensive Loss

The following table summarizes the components of accumulated other comprehensive loss (“AOCL”) for the nine months ended November 1, 2014:

	Foreign Currency Translation			Unrecognized Pension Benefit Costs			Total
	(in thousands)
Balance at February 1, 2014	$	(1,290	)	$	(1,584	)	$	(2,874	)
Other comprehensive income/(loss) before reclassifications:
Foreign currency translation adjustment	48			—			48
Amounts reclassified from AOCL:
Pension settlement charge (1)	—			125			125
Amounts reclassified from AOCL, before tax (2)	—			125			125
Income tax expense (3)	—			51			51
Net current period other comprehensive income/(loss), net of tax	48			74			122
Balance at November 1, 2014	$	(1,242	)	$	(1,510	)	$	(2,752	)

(1) Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statement of Operations.

(2) During the quarter and nine months ended November 1, 2014, the Company reclassified $0.1 million, both gross and net of tax, from AOCL related to the Company’s employee benefit plan.

(3) Relates to amounts reclassified from AOCL to income tax expense.

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Equity and Incentive Compensation Plans

9 Months Ended

Nov. 01, 2014

Notes to Financial Statements [Abstract]

Equity and Incentive Compensation Plans

Equity and Incentive Compensation Plans

Repurchase Program

On August 21, 2013, the Company’s Board of Directors approved a new $250 million securities repurchase program (the “Repurchase Program”). Purchases of shares of common stock may be made from time to time, subject to market conditions and at prevailing market prices, through open market purchases or in privately negotiated transactions. Repurchased shares of common stock increase treasury shares available for general corporate purposes. The Repurchase Program will expire when the Company has repurchased all securities authorized for repurchase thereunder, unless terminated earlier by the Company’s Board of Directors.

During the nine months endedNovember 1, 2014, the Company repurchased 1.3 million shares of its common stock through open market purchases under its Repurchase Program at a cost of $50 million. There were no shares repurchased under the Repurchase Program during the quarter ended November 1, 2014. As of November 1, 2014, there was $200 million available for additional share repurchases under the Repurchase Program.

The Company repurchased 1.5 million shares of its common stock through open market purchases during the second quarter of Fiscal 2013 under its then existing $600 million securities repurchase program at a cost of $49.1 million, fully exhausting that securities repurchase program.

Stock Incentive Plans

During the quarter and nine months endedNovember 1, 2014, the Company recognized approximately $2.8 million and $9.6 million, respectively, in stock-based compensation expense. During the quarter and nine months endedNovember 2, 2013, the Company recognized approximately $4.0 million and $11.6 million, respectively, in stock-based compensation expense. As of November 1, 2014, there was $2.0 million and $15.8 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 1.7 years and 2.9 years, respectively. Restricted stock award grants and shares underlying the exercise of stock options during the nine months endedNovember 1, 2014 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 the exercise of stock options and the vesting of restricted stock, were returned to treasury stock.

Stock Options

The following table summarizes stock option activity for the nine months ended November 1, 2014:

	Shares		Weighted  Average Exercise Price
Options outstanding at February 1, 2014	2,199,719		$	26.60
Granted (1)	63,700		37.52
Exercised	(478,713	)	29.11
Forfeited or expired	(62,274	)	30.18
Options outstanding at November 1, 2014	1,722,432		26.18
Vested and exercisable at November 1, 2014	1,495,451		$	25.35
Options expected to vest in the future as of November 1, 2014	206,451		$	31.88

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

5. Equity and Incentive Compensation Plans (Continued)

Stock Options (continued)

The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted as of the grant date. For the nine months ended November 1, 2014 and November 2, 2013, the fair value of options granted was estimated using the following weighted average assumptions:

	Nine Months Ended
	November 1, 2014		November 2, 2013
Expected volatility	47.5	%	52.9	%
Risk-free interest rate	1.7	%	0.9	%
Expected life (years)	5.4		5.0
Dividend yield	—	%	—	%

The weighted average fair value of options granted during the nine months endedNovember 1, 2014 and November 2, 2013 was $16.79 and $14.09 per share, respectively. There were no options granted during the quarter ended November 1, 2014. 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 nine months ended November 1, 2014:

	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 1, 2014	602,205			$	29.95	289,935			$	29.56
Granted	408,393		(1)	37.55		141,617		(2)	37.53
Vested	(216,616	)		28.92		(124,139	)		29.24
Forfeited	(127,263	)		32.36		(75,294	)		31.07
Restricted stock awards at November 1, 2014	666,719			34.48		232,119			34.10

(1) Of this amount, 22,893 shares vest in June 2015; 127,700 shares vest in equal installments in each of March 2015, 2016 and 2017; 255,900 shares vest in equal installments in each of March 2017, 2018 and 2019; and 1,900 shares vest in equal installments in each of June 2015, 2016 and 2017.

(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 200% 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.

Long-Term Performance Compensation

The Company maintains a long-term cash incentive program, the Restricted Cash Program (“RCP”), for vice-presidents and above. Compensation expense under the RCP is charged to the same income statement line item as the base salary earned by participating associates. During the quarters ended November 1, 2014 and November 2, 2013, the Company recognized $2.1 million and $2.6 million, respectively, in compensation expense under the RCP, inclusive of the effect of changes in estimates. During the nine months endedNovember 1, 2014 and November 2, 2013, the Company recognized $3.3 million and $9.4 million, respectively, in compensation expense under the RCP, inclusive of the effect of changes in estimates. RCP compensation expense for the nine months endedNovember 1, 2014 also reflects the impact of changes in forfeiture rate estimates recorded during the first quarter of Fiscal 2014 in connection with the Company’s restructuring. As of November 1, 2014, there was $14.3 million of unrecognized compensation cost under the RCP, which is expected to be recognized over a remaining weighted average deferral period of 2.5 years.

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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		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014	Nov. 02, 2013
Earnings Per Share Disclosure
Net income	$ 29,856	$ 41,189	$ 67,718	$ 97,750
Weighted Average Number of Shares Outstanding, Diluted
Weighted average shares outstanding	44,799	44,967	45,285	45,581
Effect of dilutive securities (shares)	443	476	450	455
Weighted average shares outstanding assuming dilution	45,242	45,443	45,735	46,036
Basic Earnings per Share
Basic earnings per share (dollars per share)	$ 0.65	$ 0.90	$ 1.46	$ 2.10
Diluted Earnings per Share
Diluted earnings per share (dollars per share)	$ 0.65	$ 0.89	$ 1.45	$ 2.08
Earnings Per Share, Basic. [Member]
Earnings Per Share Disclosure
Net income	29,856	41,189	67,718	97,750
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic	616	824	1,383	1,892
Net Income Available to Common Stockholders, Basic	29,240	40,365	66,335	95,858
Earnings Per Share, Diluted
Earnings Per Share Disclosure
Net income	29,856	41,189	67,718	97,750
Undistributed Earnings (Loss) Allocated to Participating Securities, Diluted	610	816	1,370	1,874
Net Income Available to Common Stockholders, Diluted	$ 29,246	$ 40,373	$ 66,348	$ 95,876

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Accumulated Other Comprehensive Income Accumulated Other Compehensive Income (Tables)

9 Months Ended

Nov. 01, 2014

Accumulated Other Comprehensive Income (Loss) [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive loss (“AOCL”) for the nine months ended November 1, 2014:

	Foreign Currency Translation			Unrecognized Pension Benefit Costs			Total
	(in thousands)
Balance at February 1, 2014	$	(1,290	)	$	(1,584	)	$	(2,874	)
Other comprehensive income/(loss) before reclassifications:
Foreign currency translation adjustment	48			—			48
Amounts reclassified from AOCL:
Pension settlement charge (1)	—			125			125
Amounts reclassified from AOCL, before tax (2)	—			125			125
Income tax expense (3)	—			51			51
Net current period other comprehensive income/(loss), net of tax	48			74			122
Balance at November 1, 2014	$	(1,242	)	$	(1,510	)	$	(2,752	)

(1) Amount is included in net periodic pension cost, which is presented in “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statement of Operations.

(2) During the quarter and nine months ended November 1, 2014, the Company reclassified $0.1 million, both gross and net of tax, from AOCL related to the Company’s employee benefit plan.

(3) Relates to amounts reclassified from AOCL to income tax expense.

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Restructuring Charge (Tables)

9 Months Ended

Nov. 01, 2014

Restructuring Charge [Abstract]

Restructuring and Related Costs [Table Text Block]

The following tables present a reconciliation of the restructuring reserve for the quarter and nine months ended November 1, 2014:

	Quarter Ended
	Severance and Related Costs			Other Restructuring Costs		Total
	(in thousands)
Balance at August 2, 2014	$	14,491		$	—	$	14,491
Cash payments	(3,765		)	—		(3,765		)
Balance at November 1, 2014	$	10,726		$	—	$	10,726

	Nine Months Ended
	Severance and Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at February 1, 2014	$	—		$	—		$	—
Restructuring charge	16,742			561			17,303
Cash payments	(7,883		)	(561		)	(8,444		)
Reclassification to restructuring reserve (1)	1,867			—			1,867
Balance at November 1, 2014	$	10,726		$	—		$	10,726

(1) Prior compensation accruals related to associates separated in connection with the restructuring were reclassified to the restructuring reserve.

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Legal Proceedings

9 Months Ended

Nov. 01, 2014

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 Accounting Pronouncements (Policies)

9 Months Ended

Nov. 01, 2014

Text Block [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

In May 2014, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” as well as various other sections of the ASC, such as, but not limited to, ASC 340-20, “Other Assets and Deferred Costs-Capitalized Advertising Costs.” The core principle of ASU 2014-09 is that an entity should recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet). Early adoption is not permitted. The Company is in the process of evaluating ASU 2014-09, including the choice of retrospective application upon adoption, and does not currently anticipate it will have a material impact on the Company’s Consolidated Financial Statements.

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Fair Value Measurements (Tables)

9 Months Ended

Nov. 01, 2014

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. Investment assets of the rabbi trust are valued based on quoted market prices or the net asset value at the closing price reported in certain major markets as of the measurement date, which are considered Level 1 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 the measurement date:

	November 1, 2014		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	$	3,941	$	3,941	$	—	$	—
Fixed income funds	909		909		—		—
Equity funds	7,580		7,580		—		—
Total assets	$	12,430	$	12,430	$	—	$	—
	February 1, 2014		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	$	3,698	$	3,698	$	—	$	—
Fixed income funds	782		782		—		—
Equity funds	6,944		6,944		—		—
Total assets	$	11,424	$	11,424	$	—	$	—

	November 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	$	4,091	$	4,091	$	—	$	—
Fixed income funds	777		—		777		—
Equity funds	6,648		—		6,648		—
Total assets	$	11,516	$	4,091	$	7,425	$	—

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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	Nov. 01, 2014	Feb. 01, 2014	Nov. 02, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Assets, Fair Value Disclosure, Recurring	$ 12,430	$ 11,424	$ 11,516
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	12,430	11,424	4,091
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Assets, Fair Value Disclosure, Recurring	0	0	7,425
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	3,941	3,698	4,091
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	3,941	3,698	4,091
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	909	782	777
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	909	782	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	0	0	777
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	7,580	6,944	6,648
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	7,580	6,944	0
Equity Funds | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Investments, Fair Value Disclosure	0	0	6,648
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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Equity and Incentive Compensation Plans - Summary of Stock Option Activity (Parenthetical) (Detail) (Employee Stock Option)	9 Months Ended
	Nov. 01, 2014
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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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Nov. 01, 2014	Feb. 01, 2014	Nov. 02, 2013
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	36,848,009	36,344,643	36,642,644

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Net Income Per Share

9 Months Ended

Nov. 01, 2014

Notes to Financial Statements [Abstract]

Net Income Per Share

Earnings Per Share

The following tables present a reconciliation of basic and diluted earnings per share for the quarters and nine months ended November 1, 2014 and November 2, 2013:

	Quarter Ended
	November 1, 2014					November 2, 2013
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	29,856				$	41,189
Less net income associated with participating securities	616					824
Basic earnings per share	$	29,240	44,799	$	0.65	$	40,365	44,967	$	0.90
Diluted Earnings per Share:
Net income	$	29,856				$	41,189
Less net income associated with participating securities	610					816
Effect of dilutive securities			443					476
Diluted earnings per share	$	29,246	45,242	$	0.65	$	40,373	45,443	$	0.89

	Nine Months Ended
	November 1, 2014					November 2, 2013
	(in thousands, except per share amounts)
Basic Earnings per Share:	Net Income		Shares	Per Share Amount		Net Income		Shares	Per Share Amount
Net income	$	67,718				$	97,750
Less net income associated with participating securities	1,383					1,892
Basic earnings per share	$	66,335	45,285	$	1.46	$	95,858	45,581	$	2.10
Diluted Earnings per Share:
Net income	$	67,718				$	97,750
Less net income associated with participating securities	1,370					1,874
Effect of dilutive securities			450					455
Diluted earnings per share	$	66,348	45,735	$	1.45	$	95,876	46,036	$	2.08

For the nine months endedNovember 1, 2014, non-participating securities (stock options) representing 8,000 shares of common stock 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 that period. There were no such shares excluded from the computation of weighted average shares for diluted earnings per share for the quarter ended November 1, 2014.

For the quarter and nine months endedNovember 2, 2013, non-participating securities (stock options) representing 585,250 and 698,040 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.

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Equity and Incentive Compensation Plans - Weighted-Average Assumptions (Detail)	9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013
Disclosure - Weighted-Average Assumptions [Abstract]
Expected volatility	47.50%	52.90%
Risk-free interest rate	1.70%	0.90%
Expected life (years)	5 years 4 months 24 days	5 years
Dividend yield	0.00%	0.00%

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Restructuring Charge (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Nov. 01, 2014	Nov. 02, 2013	Nov. 01, 2014 positions		Nov. 02, 2013	Aug. 02, 2014	Feb. 01, 2014
Restructuring Cost and Reserve [Line Items]
Number of full time associated separated			100
Restructuring charge	$ 0	$ 0	$ 17,303		$ 0
Cash payments	(3,765)		(8,444)
Reclassification to restructuring reserve			1,867	[1]
Restructuring Reserve	10,726		10,726			14,491	0
Long-term Restructuring Reserve
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	5,900		5,900
Short-term Restructuring Reserve
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	4,800		4,800
Severance and Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charge			16,742
Cash payments	(3,765)		(7,883)
Reclassification to restructuring reserve			1,867	[1]
Restructuring Reserve	10,726		10,726			14,491	0
Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charge			561
Cash payments	0		(561)
Reclassification to restructuring reserve			0
Restructuring Reserve	$ 0		$ 0			$ 0	$ 0

[1] Prior compensation accruals related to associates separated in connection with the restructuring were reclassified to the restructuring reserve.