8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2010

ANNTAYLOR STORES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10738	13-3499319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7 Times Square

New York, New York 10036

(Address, including Zip Code, of Registrant’s Principal Executive Offices)

(212) 541-3300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Names or Former Addresses, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

AnnTaylor Stores Corporation (the “Company”) issued a Press Release, dated August 20, 2010. A copy of the Press Release is appended to this report as Exhibit 99.1 and is incorporated herein by reference.

The Press Release furnished with this report contains certain non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company is providing operating income, net income and earnings per share data for the quarters and six months ended July 31, 2010 and August 1, 2009 that exclude costs associated with the Company’s previously-announced restructuring program. The Company believes that these non-GAAP financial measures assist the reader’s understanding of its continuing business operations by removing the impact of these charges. These measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with GAAP.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by AnnTaylor Stores Corporation on August 20, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANNTAYLOR STORES CORPORATION
Date: August 20, 2010	By:	/S/    BARBARA K. EISENBERG
		Barbara K. Eisenberg
		Executive Vice President,
		General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by AnnTaylor Stores Corporation on August 20, 2010.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Ann Taylor Reports Strong Second Quarter Earnings

– Results Reflect Record Second Quarter Gross Margin Rate Performance for the Company and Strong Sales Momentum at the Ann Taylor Brand –

– Board Approves Expansion of Share Repurchase Authorization to $400 Million –

New York, NY, August 20, 2010 – Ann Taylor Stores Corporation (NYSE: ANN) today reported results for the fiscal second quarter ended July 31, 2010, and commented on its outlook for the third quarter and fiscal year 2010.

For the second quarter of 2010, the Company reported earnings per diluted share of $0.32, excluding after-tax restructuring charges totaling approximately $0.01 per share, compared with earnings per diluted share of $0.06 in the second quarter of 2009, excluding after-tax restructuring charges totaling $0.38 per share. On a GAAP basis, including the aforementioned restructuring charges, earnings per diluted share were $0.31 in the second quarter of 2010, compared with a loss per diluted share of ($0.32) in the second quarter of 2009.

Kay Krill, President and Chief Executive Officer, commented, “The Company generated substantially stronger earnings for the second quarter, including a more than fivefold increase in operating profit, excluding restructuring charges, when compared with the second quarter of 2009. Significantly higher sales and gross margin rate at the Ann Taylor brand drove the increase.

“Specifically, the Ann Taylor brand delivered an excellent quarter as momentum continued to build since the brand’s evolution began in Fall 2009. Comparable sales at the brand of more than 15% — including approximately 20% at Ann Taylor stores — underscore the strong client response to our product and the positive impact of our marketing initiatives. The brand continues to perform extremely well as we enter the third quarter. At the LOFT brand, results were mixed, reflecting some sales softness in the stores channel related to select product categories. LOFT’s e-commerce and outlet channels, however, delivered very strong top-line performance, and all channels at the brand delivered solid gross margin results. Importantly, both Ann Taylor and LOFT have entered the third quarter with clean inventories at levels that, we believe, position the Company for profitable top-line growth.”

In commenting on the Company’s financial strength, Ms. Krill noted that the Company ended the fiscal second quarter with cash on hand of more than $260 million, approximately double the cash excluding the revolver, that it had at the same period last year. The Company has no bank debt. “We remain firmly committed to using our strong balance sheet and free cash flow to further enhance shareholder value and, as such, I am pleased to report that our Board has voted to expand our existing share repurchase authorization to $400 million, resulting in nearly $260 million currently available under the authorization to repurchase our shares,” she said.

Fiscal 2010 Second Quarter Results

Total net sales for the second quarter of fiscal 2010 were $483.5 million, compared with net sales of $470.2 million in the second quarter of fiscal 2009. By brand, net sales across all channels of the Ann Taylor brand totaled $207.2 million in the second quarter of 2010, compared with net sales of $191.8 million in the second quarter of 2009. At the LOFT brand, net sales across all channels were $276.2 million in the second quarter of 2010, compared with net sales of $278.4 million in the second quarter of 2009.

Total Company comparable sales for the quarter increased 6.1%, versus a decline of 22.4% in the prior year. At Ann Taylor, total brand comparable sales increased 15.2%, reflecting increases of 19.6% at Ann Taylor stores, 28.5% in the Ann Taylor e-commerce channel and 6.3% in the Ann Taylor Factory channel. At LOFT, total brand comparable sales were flat, reflecting a decrease of 3.1% at LOFT stores that was offset by an increase of 54.6% in the LOFT e-commerce channel and a 13.2% increase in the LOFT Outlet channel. (Please refer to Table 3 for a breakdown of sales by brand and channel.)

Gross margin, as a percentage of net sales, was 55.0%, reflecting a 260 basis point improvement over the 52.4% gross margin rate achieved in the second quarter of 2009. This record second quarter gross margin rate performance was primarily driven by improved product offerings and higher full-price selling at the Ann Taylor brand, effective marketing initiatives and the success of the Company’s strategy to appropriately position inventory levels.

Selling, general and administrative expenses for the second quarter of 2010 were $235.4 million, versus $240.2 million in the second quarter of 2009, primarily reflecting payroll, benefits and tenancy-related savings associated with the Company’s restructuring program and continued stringent expense management, partially offset by incremental marketing investment versus the second quarter of 2009.

During the quarter, the Company recorded pre-tax restructuring charges of $0.8 million associated with its previously announced strategic restructuring program, compared with $31.1 million in the second quarter of 2009. On an after-tax basis, second quarter 2010 restructuring charges totaled $0.5 million, or approximately $0.01 per diluted share, compared with $21.6 million, or $0.38 per diluted share, in the second quarter of 2009.

Excluding restructuring charges, the Company reported operating income of $30.7 million for the quarter, compared with operating income of $6.0 million in the second quarter of 2009. On the same basis, the Company reported net income in the quarter of $19.1 million, or $0.32 per diluted share, compared with net income of $3.6 million, or $0.06 per diluted share, in the second quarter of 2009.

On a GAAP basis, the Company reported operating income of $29.9 million in the second quarter of 2010, compared with an operating loss of ($25.2) million in the second quarter of 2009. On the same basis, the Company reported net income of $18.6 million, or $0.31 per diluted share, in the second quarter of 2010, compared with a net loss of ($18.0) million, or ($0.32) per diluted share, in the second quarter of 2009.

The Company closed the quarter with approximately $263 million in cash and cash equivalents.

Total inventory per square foot, excluding e-commerce, at the end of the second quarter increased 8.3% versus year-ago, reflecting a 25.2% increase at Ann Taylor stores and a 1.9% increase at LOFT stores, while our factory/outlet channel was essentially flat. The increase at Ann Taylor stores reflects earlier receipt of the full complement of the brand’s seasonal core wardrobe essentials versus last year, without which, inventory per square foot at Ann Taylor stores would have increased approximately 10%.

During the second quarter of 2010, the Ann Taylor brand closed four Ann Taylor stores and converted one Ann Taylor store to a LOFT store. At the LOFT brand, the Company closed five LOFT stores. The Company did not open any new stores during the quarter. The total store count at the end of the second quarter was 894, comprised of 278 Ann Taylor stores, 92 Ann Taylor Factory stores, 506 LOFT stores, and 18 LOFT Outlet stores. The Company updated expectations related to the store closure component of its previously announced strategic restructuring program. Under the program, the Company now expects to close approximately 56 stores in fiscal 2010, bringing the total closures associated with the three-year program to approximately 158. Of these, approximately half are expected to be Ann Taylor stores and half are expected to be LOFT stores.

First-Half Fiscal 2010 Results

Net sales for the first six months of fiscal 2010 were $959.7 million, compared with net sales of $897 million in the first half of fiscal 2009. By brand, net sales across all channels of the Ann Taylor brand were $405.6 million in the first half of 2010, compared with net sales of $370.1 million in the first half of 2009. At the LOFT brand, net sales across all channels were $554.1 million in the first half of 2010, compared with net sales of $526.9 million in the first half of 2009.

Total Company comparable sales for the first half of 2010 increased 9.9%, versus a decline of 26.3% in the prior year. At Ann Taylor, total brand comparable sales increased 15.8%, including increases of 17.3% at Ann Taylor stores, 39.8% in the Ann Taylor e-commerce channel and 8.3% in the Ann Taylor Factory channel. At LOFT, total brand comparable sales increased by 5.9%, including an increase of 2.7% at LOFT stores, an increase of 57.5% in the LOFT e-commerce channel and a 17.8% increase in the LOFT Outlet channel. (Please refer to Table 3 for a breakdown of sales by brand and channel.)

Gross margin, as a percentage of net sales, was 57.2%, reflecting a 330 basis point improvement over the 53.9% gross margin rate achieved in the first half of 2009. Selling, general and administrative expenses for the first half of 2010 were $479.2 million, versus $478.8 million in the first half of 2009, primarily reflecting higher marketing and performance-based compensation costs and an increase in variable costs related to higher sales, partially offset by restructuring program savings.

During the first six months of 2010, the Company recorded pre-tax restructuring charges totaling $1.1 million, compared with $32.1 million in the first six months of 2009. On an after- tax basis, restructuring charges totaled $0.7 million, or $0.01 per diluted share, in the first six months of 2010, compared with restructuring charges of $22.4 million, or $0.40 per diluted share, in the first six months of 2009.

Excluding restructuring charges, the Company reported operating income of $69.7 million for the first half of 2010, compared with operating income of $4.2 million in the first half of 2009. On the same basis, the Company reported net income in the first half of 2010 of $41.9 million, or $0.70 per diluted share, compared with net income of $2.1 million, or $0.04 per diluted share, in the first half of 2009.

On a GAAP basis, the Company reported operating income of $68.6 million in the first half of 2010, compared with an operating loss of ($27.9) million in the first half of 2009. On the same basis, the Company reported net income of $41.2 million, or $0.69 per diluted share, in the first half of 2010, compared with a net loss of ($20.3) million, or ($0.36) per diluted share, in the first half of 2009.

Outlook for Fiscal Third-Quarter and Full-Year 2010 Update

For the fiscal third quarter of 2010, the Company expects total net sales to approach $495 million, reflecting mid- to high-single digit comparable sales performance at the Company, including a strong double-digit comparable sales increase at the Ann Taylor brand and a low single-digit comparable sales increase at the LOFT brand. Gross margin rate performance is expected to be slightly better than 56%. Selling, general and administrative expenses are estimated to be $245 million, including approximately $5 million in incremental marketing investment versus last year. In terms of the full year, the Company updated its outlook as follows:

• The Company currently expects fiscal 2010 total net sales to approach $1.95 billion. In addition, the Company anticipates positive comparable sales at both brands.

• Gross margin rate performance is expected to be approximately 100 basis points better than the 54.4% rate achieved in fiscal 2009.

• Selling, general and administrative expenses for fiscal 2010 are expected to be essentially flat with the $967 million reported in fiscal 2009, despite an anticipated increase of approximately $120 million in net sales and incremental marketing spend of $15-$20 million for fiscal 2010, reflecting the benefits of the Company’s strategic restructuring program and our ongoing efforts to reduce expenses.

• A full-year 2010 effective tax rate of approximately 40%.

• Incremental restructuring savings for the year are expected to total approximately $20 million and one-time restructuring costs are estimated to be in the range of $2-$12 million.

• Total weighted average square footage is expected to decline approximately 3% by year-end, reflecting the impact of approximately 56 store closures in fiscal 2010 under the Company’s previously announced restructuring program. This is partially offset by the opening of approximately 30 stores to support the continued growth of the LOFT brand.

• Capital expenditures are expected to be approximately $70 million.

• A continued focus on maintaining a healthy balance sheet including a disciplined approach to inventory management throughout the fiscal year; and,

• The Company intends to repurchase shares under the balance of its $400 million share repurchase authorization.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release are 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 the Company concerning future events that involve risks and uncertainties, including:

• the Company’s ability to accurately predict client fashion preferences and trends and provide merchandise that satisfies client demands in a timely manner;

• effectiveness of the Company’s brand awareness and marketing programs, and its ability to maintain the value of its brands;

• the Company’s ability to successfully execute brand extensions;

• competitive influences and decline in the demand for merchandise offered by the Company, and the Company’s ability to manage inventory levels and merchandise mix;

• the Company’s ability to hire, retain and train key personnel;

• the Company’s ability to optimize its store portfolio and effectively manage the profitability of its existing stores;

• the Company’s reliance on independent foreign sources of production, including financial or political instability, supplier inability to obtain adequate access to liquidity to finance their operations, the decision by suppliers to curtail or cease operations, the imposition of duties or other possible trade law or import restrictions, including legislation relating to import quotas, and increases in the costs of raw materials and freight;

• the Company’s ability to successfully upgrade and maintain its information systems, including adequate system security controls;

• the Company’s ability to continue operations in accordance with its business continuity plan in the event of an interruption;

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

• the performance and operations of the Company’s websites;

• general economic conditions and the recent financial crisis, including the resultant downturn in the retail industry, and their effects on the Company’s liquidity and capital resources;

• continuation of lowered levels of consumer spending and consumer confidence, changes in levels of store traffic and higher levels of unemployment resulting from the worldwide economic downturn;

• fluctuation in the Company’s level of sales and earnings growth and stock price;

• 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;

• continued volatility and deterioration of the financial markets, including further tightening of the credit environment, fluctuations in interest rates and exchange rates or restrictions on the transfer of funds;

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

• failure by independent manufacturers to comply with the Company’s quality, product safety and social practices requirements;

• the inability of the Company, particularly through its sourcing and logistics functions, to operate within production and delivery constraints;

• acts of war or terrorism in the United States or worldwide;

• the potential impact of natural disasters and public health concerns, including severe infectious diseases, particularly on the Company’s foreign sourcing offices and manufacturing operations of the Company’s vendors;

• work stoppages, slowdowns or strikes;

• the Company’s ability to achieve the results of its restructuring program, including changes in management’s assumptions and projections concerning costs and timing;

• the Company’s ability to realize deferred tax assets;

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

• the bankruptcy or significant deterioration of the Company’s major national landlords.

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.

About Ann Taylor

Ann Taylor Stores Corporation is one of the leading women’s specialty retailers for fashionable clothing in the United States, operating 894 Ann Taylor, Ann Taylor Factory, LOFT and LOFT Outlet stores in 46 states, the District of Columbia and Puerto Rico as of July 31, 2010, as well as online at AnnTaylor.com and LOFTonline.com. Visit AnnTaylorStoresCorp.com for more information (NYSE: ANN).

Investor Contact:	Press Contact:
Judith Pirro	Catherine Fisher
Vice President, Investor Relations	Vice President, Corporate Communications
Ann Taylor Stores Corporation	Ann Taylor Stores Corporation
212-541-3300 ext. 3598	212-541-3300 ext. 2199

ANNTAYLOR STORES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Quarters and Six Months Ended July 31, 2010 and August 1, 2009

(unaudited)

Table 1.

	Quarters Ended					Six Months Ended
	July 31,		August 1,			July 31,		August 1,
	2010		2009			2010		2009
	(in thousands, except per share amounts)
Net sales	$	483,472	$	470,229		$	959,653	$	896,976
Cost of sales		217,398		224,056			410,688		413,945
Gross margin		266,074		246,173			548,965		483,031
Selling, general and administrative expenses		235,421		240,208			479,220		478,819
Restructuring charges		758		31,128			1,143		32,092
Operating income/(loss)		29,895		(25,163	)		68,602		(27,880	)
Interest income		111		291			337		564
Interest expense		480		1,031			885		1,810
Income/(loss) before income taxes		29,526		(25,903	)		68,054		(29,126	)
Income tax provision/(benefit)		10,914		(7,899	)		26,826		(8,808	)
Net income/(loss)	$	18,612	$	(18,004	)	$	41,228	$	(20,318	)
Earnings per share:
Basic earnings/(loss) per share	$	0.32	$	(0.32	)	$	0.70	$	(0.36	)
Weighted average shares outstanding		58,017		56,775			57,711		56,662
Diluted earnings/(loss) per share	$	0.31	$	(0.32	)	$	0.69	$	(0.36	)
Weighted average shares outstanding assuming dilution		58,813		56,775			58,602		56,662

ANNTAYLOR STORES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

July 31, 2010, January 30, 2010 and August 1, 2009

(unaudited)

Table 2.

	July 31,			January 30,			August 1,
	2010			2010			2009
Assets	(in thousands)
Current assets
Cash and cash equivalents	$	262,642		$	204,491		$	203,986
Short-term investments		—			5,655			5,692
Accounts receivable		26,373			19,267			21,787
Merchandise inventories		181,132			169,141			169,857
Refundable income taxes		25,284			24,929			1,602
Deferred income taxes		28,183			35,799			18,279
Prepaid expenses and other current assets		48,163			45,613			61,249
Total current assets		571,777			504,895			482,452
Property and equipment, net		336,598			365,934			428,835
Deferred financing costs, net		822			973			1,124
Deferred income taxes		30,415			23,683			57,013
Other assets		8,170			6,656			7,197
Total assets	$	947,782		$	902,141		$	976,621
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	93,375		$	76,969		$	64,995
Credit facility		—			—			75,000
Accrued salaries and bonus		25,372			32,168			35,702
Accrued tenancy		45,432			44,878			44,316
Gift certificates and merchandise credits redeemable		37,697			47,555			36,417
Accrued expenses and other current liabilities		66,427			73,804			89,484
Total current liabilities		268,303			275,374			345,914
Deferred lease costs		166,088			183,917			204,050
Deferred income taxes		1,455			1,584			1,572
Other liabilities		40,379			24,080			21,343
Commitments and contingencies
Stockholders’ equity
Common stock, $.0068 par value; 200,000,000 shares authorized; 82,554,516, 82,476,328 and 82,476,328 shares issued, respectively		561			561			561
Additional paid-in capital		788,624			777,786			768,083
Retained earnings		455,522			414,294			412,184
Accumulated other comprehensive loss		(3,999	)		(4,158	)		(6,964	)
Treasury stock, 23,509,820, 23,701,800 and 23,743,659 shares respectively, at cost		(769,151	)		(771,297	)		(770,122	)
Total stockholders’ equity		471,557			417,186			403,742
Total liabilities and stockholders’ equity	$	947,782		$	902,141		$	976,621

ANNTAYLOR STORES CORPORATION

Brand Sales and Store Data

For the Quarters and Six Months Ended July 31, 2010 and August 1, 2009

(unaudited)

Table 3.

	Quarters Ended
Sales and Comparable Sales	July 31, 2010				August 1, 2009
	Sales		Comp (1)		Sales		Comp (1)
	($ in thousands)
Ann Taylor
Ann Taylor Stores	$	118,241	19.6	%	$	109,990	(38.0	)%
Ann Taylor e-commerce		17,433	28.5	%		13,957	(22.3	)%
Subtotal		135,674	20.6	%		123,947	(36.7	)%
Ann Taylor Factory		71,563	6.3	%		67,846	(13.0	)%
Total Ann Taylor Brand	$	207,237	15.2	%	$	191,793	(30.4	)%
LOFT
LOFT Stores	$	242,927	(3.1	)%	$	251,945	(15.4	)%
LOFT e-commerce		18,401	54.6	%		12,170	(18.7	)%
Subtotal		261,328	(0.6	)%		264,115	(15.6	)%
LOFT Outlet		14,907	13.2	%		14,321	—	%
Total LOFT Brand	$	276,235	—	%	$	278,436	(15.6	)%
Total Company	$	483,472	6.1	%	$	470,229	(22.4	)%
	Six Months Ended
Sales and Comparable Sales	July 31, 2010				August 1, 2009
	Sales		Comp (1)		Sales		Comp (1)
	($ in thousands)
Ann Taylor
Ann Taylor Stores	$	233,506	17.3	%	$	218,161	(40.4	)%
Ann Taylor e-commerce		38,304	39.8	%		28,095	(24.8	)%
Subtotal		271,810	19.9	%		246,256	(39.1	)%
Ann Taylor Factory		133,790	8.3	%		123,829	(18.5	)%
Total Ann Taylor Brand	$	405,600	15.8	%	$	370,085	(34.0	)%
LOFT
LOFT Stores	$	486,004	2.7	%	$	476,265	(19.8	)%
LOFT e-commerce		39,916	57.5	%		25,884	(16.6	)%
Subtotal		525,920	5.4	%		502,149	(19.6	)%
LOFT Outlet		28,133	17.8	%		24,742	—	%
Total LOFT Brand	$	554,053	5.9	%	$	526,891	(19.6	)%
Total Company	$	959,653	9.9	%	$	896,976	(26.3	)%

(1) A store is included in comparable sales in its thirteenth month of operation. A store with a square footage change of more than 15% is treated as a new store for the first year following its reopening.

Table 3. (Continued)

	Quarters Ended
Stores and Square Feet	July 31, 2010				August 1, 2009
	Stores		Square Feet		Stores		Square Feet
	(square feet in thousands)
Ann Taylor
Ann Taylor Stores	278		1,513		315		1,700
Ann Taylor Factory	92		668		92		668
Total Ann Taylor Brand	370		2,181		407		2,368
LOFT
LOFT Stores	506		2,961		508		2,995
LOFT Outlet	18		123		18		123
Total LOFT Brand	524		3,084		526		3,118
Total Company	894		5,265		933		5,486
Number Of:
Stores open at beginning of period	903		5,324		939		5,515
New stores	—		—		4		25
Expanded/downsized stores (2)	—		(1	)	—		—
Closed stores	(9	)	(58	)	(10	)	(54	)
Stores open at end of period	894		5,265		933		5,486
Converted stores (3)	1		—		—		—
	Six Months Ended
Stores and Square Feet	July 31, 2010				August 1, 2009
	Stores		Square Feet		Stores		Square Feet
	(square feet in thousands)
Number Of:
Stores open at beginning of period	907		5,348		935		5,492
New stores	—		—		13		77
Expanded/downsized stores (4)	—		(5	)	—		—
Closed stores	(13	)	(78	)	(15	)	(83	)
Stores open at end of period	894		5,265		933		5,486
Converted stores (5)	6		—		—		—

(2) During the quarter ended July 31, 2010, the Company downsized one Ann Taylor store and one LOFT store.

(3) During the quarter ended July 31, 2010, the Company converted one Ann Taylor store to a LOFT store.

(4) During the six months ended July 31, 2010, the Company downsized 3 Ann Taylor stores and one LOFT store. During the six months ended August 1, 2009, the Company downsized 1 Ann Taylor store.

(5) During the six months ended July 31, 2010, the Company converted six Ann Taylor stores to LOFT stores.