10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 30, 2011

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	(I.R.S. Employer Identification Number)
incorporation or organization)
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  þ    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  þ    No  ¨

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

Large accelerated filer  þ 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  þ

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

Class	Outstanding as of August 15, 2011
Common Stock, $.0068 par value		52,233,298

INDEX TO FORM 10-Q

			Page No.
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Statements of Operations for the Quarters and Six Months Ended July 30, 2011 and July 31, 2010 (unaudited)		5
		Condensed Consolidated Balance Sheets at  July 30, 2011, January 29, 2011 and July 31, 2010 (unaudited)		6
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 30, 2011 and July 31, 2010 (unaudited)		7
		Notes to Condensed Consolidated Financial Statements (unaudited)		8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30
	Item 4.	Controls and Procedures		30
PART II. OTHER INFORMATION
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		31
	Item 6.	Exhibits		32
SIGNATURES				33
EXHIBIT INDEX				34

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, and its ability to maintain the value of its brands;

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

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

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

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

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

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

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

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

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

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

• the depressed levels of consumer spending and consumer confidence resulting from the worldwide economic downturn and financial crisis;

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

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

• the effect of continued uncertainty in the global economy on the Company’s liquidity and capital resources;

• the effect of competitive pressures from other retailers;

• the impact on the Company’s stock price of fluctuations in the Company’s level of sales and earnings growth;

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

• the Company’s ability to sustain the results of its restructuring program;

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

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

3

• the Company’s dependence on shopping malls and other retail centers to attract customers; and

• the impact of potential consolidation of commercial and retail landlords on the Company’s ability to negotiate favorable rental terms.

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.

4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ANN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Quarters and Six Months Ended July 30, 2011 and July 31, 2010

(unaudited)

	Quarter Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2011		2010		2011		2010
	(in thousands, except per share amounts)
Net sales	$	558,201	$	483,472	$	1,081,829	$	959,653
Cost of sales		251,400		217,398		475,076		410,688
Gross margin		306,801		266,074		606,753		548,965
Selling, general and administrative expenses		265,125		235,421		519,158		479,220
Restructuring charges		—		758		—		1,143
Operating income		41,676		29,895		87,595		68,602
Interest income		98		111		333		337
Interest expense		531		480		811		885
Income before income taxes		41,243		29,526		87,117		68,054
Income tax provision		16,451		10,914		35,011		26,826
Net income	$	24,792	$	18,612	$	52,106	$	41,228
Earnings per share:
Basic earnings per share	$	0.48	$	0.32	$	0.99	$	0.70
Weighted average shares outstanding		51,277		58,017		51,679		57,711
Diluted earnings per share	$	0.47	$	0.31	$	0.97	$	0.69
Weighted average shares outstanding, assuming dilution		52,161		58,813		52,625		58,602

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

5

ANN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

July 30, 2011, January 29, 2011 and July 31, 2010

(unaudited)

	July 30,			January 29,			July 31,
	2011			2011			2010
	(in thousands, except share amounts)
Assets
Current assets
Cash and cash equivalents	$	145,178		$	226,644		$	262,642
Accounts receivable		29,468			17,501			26,373
Merchandise inventories		213,686			193,625			181,132
Refundable income taxes		26,457			26,631			25,284
Deferred income taxes		25,845			28,145			28,183
Prepaid expenses and other current assets		64,513			57,367			48,163
Total current assets		505,147			549,913			571,777
Property and equipment, net		359,355			332,489			336,598
Deferred income taxes		27,514			31,224			30,415
Other assets		12,348			13,194			8,992
Total assets	$	904,364		$	926,820		$	947,782
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	97,501		$	97,330		$	93,375
Accrued salaries and bonus		22,094			29,346			25,372
Current portion of long-term performance compensation		17,835			—			—
Accrued tenancy		43,055			42,620			45,432
Gift certificates and merchandise credits redeemable		38,043			49,103			37,697
Accrued expenses and other current liabilities		70,458			63,509			66,427
Total current liabilities		288,986			281,908			268,303
Deferred lease costs		166,300			165,321			166,088
Deferred income taxes		1,040			850			1,455
Long-term performance compensation, less current portion		31,222			32,299			19,092
Other liabilities		22,893			22,997			21,287
Commitments and contingencies
Stockholders’ equity
Common stock, $.0068 par value; 200,000,000 shares authorized; 82,563,516, 82,554,516 and 82,554,516 shares issued, respectively		561			561			561
Additional paid-in capital		798,992			801,140			788,624
Retained earnings		539,797			487,691			455,522
Accumulated other comprehensive loss		(2,301	)		(2,378	)		(3,999	)
Treasury stock, 30,324,921, 27,205,853 and 23,509,820 shares, respectively, at cost		(943,126	)		(863,569	)		(769,151	)
Total stockholders’ equity		393,923			423,445			471,557
Total liabilities and stockholders’ equity	$	904,364		$	926,820		$	947,782

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

6

ANN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended July 30, 2011 and July 31, 2010

(unaudited)

	Six Months Ended
	July 30,			July 31,
	2011			2010
	(in thousands)
Operating activities:
Net income	$	52,106		$	41,228
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes		6,230			659
Depreciation and amortization		47,992			49,467
Loss on disposal and write-down of property and equipment		533			942
Stock-based compensation		10,702			10,547
Non-cash interest and other non-cash items		228			(539	)
Non-cash restructuring charges		—			244
Tax benefit from exercise/vesting of stock awards		6,483			4,844
Changes in assets and liabilities:
Accounts receivable		(11,937	)		(4,343	)
Merchandise inventories		(20,061	)		(12,785	)
Prepaid expenses and other current assets		(7,146	)		(2,899	)
Refundable income taxes		174			(355	)
Other non-current assets and liabilities, net		15,227			(3,755	)
Accounts payable and accrued expenses		(30,533	)		(15,711	)
Net cash provided by operating activities		69,998			67,544
Investing activities:
Purchases of marketable securities		(550	)		(506	)
Sales of marketable securities and short-term investments		84			6,061
Purchases of property and equipment		(61,542	)		(19,005	)
Net cash used for investing activities		(62,008	)		(13,450	)
Financing activities:
Proceeds from the issuance of common stock pursuant to the Associate Discount Stock Purchase Plan		1,189			1,221
Proceeds from exercise of stock options		6,532			1,752
Excess tax benefits from stock-based compensation		7,691			1,627
Repurchases of common and restricted stock		(104,921	)		(5,380	)
Repayments of fixed asset financing and capital lease obligations		(810	)		(447	)
Change in trade payable program obligation, net		863			4,422
Proceeds from fixed asset financing and capital leases		—			862
Net cash (used for)/provided by financing activities		(89,456	)		4,057
Net (decrease)/increase in cash		(81,466	)		58,151
Cash and cash equivalents, beginning of period		226,644			204,491
Cash and cash equivalents, end of period	$	145,178		$	262,642
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	640		$	742
Cash paid during the period for income taxes	$	22,463		$	29,057
Property and equipment acquired through capital lease	$	—		$	767
Accrual for purchases of property and equipment	$	25,890		$	11,582

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

7

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

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 2011 interim periods presented in the Condensed Consolidated Financial Statements (unaudited) are not necessarily indicative of results to be expected for Fiscal 2011.

The January 29, 2011 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 January 29, 2011.

On the Condensed Consolidated Balance Sheet at July 31, 2010, approximately $19.1 million of liabilities related to long-term performance compensation, which were previously included in “Other liabilities” are now presented as a separate line item, “Long-term performance compensation, less current portion,” to conform to the July 30, 2011 and January 29, 2011 presentations, which were separately disclosed to comply with applicable balance sheet condensation rules.

Detailed footnote information is not included in this report. 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 January 29, 2011.

2. Recent Accounting Pronouncements

Recently Issued Standards

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 amends ASC 220-10, Comprehensive Income, and requires that all changes in comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, and also requires the presentation of reclassification adjustments on the face of the financial statements from other comprehensive income to net income. ASU 2011-05 is effective for the first interim or annual reporting period beginning on or after December 15, 2011. Early adoption is permitted. The Company is in the process of evaluating ASU 2011-05 and its impact on the presentation of the Company’s Condensed Consolidated Financial Statements.

Recently Adopted Standards

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures. ASU 2010-06 amended ASC 820-10, Fair Value Measurements and Disclosures, and requires new disclosures surrounding certain fair value measurements. ASU 2010-06 became effective for the first interim or annual reporting period beginning on or after December 15, 2009, except for certain disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements, which became effective for the first interim and annual reporting periods beginning on or after December 15, 2010. During Fiscal 2009, the Company early adopted the disclosure requirements effective for the first interim or annual reporting period beginning on or after December 15, 2009. The Company adopted the remaining disclosure requirements in the first quarter of Fiscal 2011. The adoption of the remaining disclosure requirements of ASU 2010-06 did not have any impact on the Company’s Condensed Consolidated Financial Statements or notes thereto.

8

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

2. Recent Accounting Pronouncements (Continued)

Recently Adopted Standards (Continued)

In October 2009, the FASB issued ASU 2009-13, Multiple Deliverable Revenue Arrangements. ASU 2009-13 amended ASC 605-10, Revenue Recognition, and addresses accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit, and provides guidance on how to measure and allocate arrangement consideration to one or more units of accounting. ASU 2009-13 became effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company adopted ASU 2009-13 during the first quarter of Fiscal 2011. The adoption of ASU 2009-13 did not have any impact on the Company’s Condensed Consolidated Financial Statements.

3. Fair Value Measurements

ASC 820-10, Fair Value Measurements and Disclosures, establishes 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 following tables segregate all financial assets and liabilities of the Company as of July 30, 2011, January 30, 2011 and July 31, 2010 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:

			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	July 30,		Identical Assets		Inputs		Inputs
	2011		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets (1)	$	3,240	$	1,073	$	2,167	$	—
Total assets	$	3,240	$	1,073	$	2,167	$	—
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	January 29,		Identical Assets		Inputs		Inputs
	2011		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets (1)	$	2,804	$	103	$	2,701	$	—
Total assets	$	2,804	$	103	$	2,701	$	—

9

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

3. Fair Value Measurements (Continued)

			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	July 31,		Identical Assets		Inputs		Inputs
	2010		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Non-qualified deferred compensation plan assets (1)	$	2,237	$	—	$	2,237	$	—
Total assets	$	2,237	$	—	$	2,237	$	—

(1) The Company maintains a self-directed, non-qualified deferred compensation plan structured as a rabbi trust for certain associates at the vice-president level and above. The investment assets of the rabbi trust are valued using quoted market prices multiplied by the number of shares held in the trust. The classification of prior year amounts was updated to reflect current year classification.

For the quarter and six months ended July 30, 2011, no non-financial assets or liabilities measured at fair value on a non-recurring basis were impaired. For the quarter and six months ended July 31, 2010, impairment charges related to non-financial assets or liabilities measured at fair value on a non-recurring basis were immaterial.

At July 30, 2011, 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.

4. Restructuring Charges

In connection with its multi-year strategic restructuring program (the “Restructuring Program”) launched during the fourth quarter of Fiscal 2007, the Company recognized approximately $0.8 million and $1.2 million in restructuring charges during the quarter and six months ended July 31, 2010, respectively. There were no such charges recorded during the quarter or six months ended July 30, 2011.

The following tables present detailed information related to restructuring charges recorded during the quarter ended July 31, 2010, and the restructuring-related liability balances as of July 30, 2011 and July 31, 2010:

	Quarter ended July 30, 2011
	Asset Impairment  (1)		Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at April 30, 2011	$	—	$	1,588		$	2,595		$	4,183
Cash payments		—		(988	)		(233	)		(1,221	)
Non-cash adjustments		—		(66	)(2)		(57	)(2)		(123	)
Balance at July 30, 2011	$	—	$	534		$	2,305		$	2,839

10

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

4. Restructuring Charges (Continued)

	Quarter ended July 31, 2010
	Asset Impairment  (1)			Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at May 1, 2010	$	—		$	821		$	3,395		$	4,216
Restructuring provision		30			238			490			758
Cash payments		—			(545	)		(890	)		(1,435	)
Non-cash adjustments		(30	)		—			(40	)		(70	)
Balance at July 31, 2010	$	—		$	514		$	2,955		$	3,469

(1) Asset impairment charges represent the write-down of store assets to their estimated fair value for those store locations identified for closure under the Company’s Restructuring Program.

(2) Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the quarter ended July 30, 2011, these adjustments were included in “Selling, general and administrative expenses” due to immateriality.

The following tables present detailed information related to restructuring charges recorded during the six months ended July 31, 2010, and the restructuring-related liability balances as of July 30, 2011 and July 31, 2010.

	Six months ended July 30, 2011
	Asset Impairment  (1)			Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at January 29, 2011	$	—		$	2,177		$	3,404		$	5,581
Cash payments		—			(1,464	)		(804	)		(2,268	)
Non-cash adjustments		—			(179	)(2)		(295	)(2)		(474	)
Balance at July 30, 2011	$	—		$	534		$	2,305		$	2,839
	Six months ended July 31, 2010
	Asset Impairment (1)			Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at January 30, 2010	$	—		$	2,382		$	4,401		$	6,783
Restructuring provision		111			83			949			1,143
Cash payments		—			(1,951	)		(2,262	)		(4,213	)
Non-cash adjustments		(111	)		—			(133	)		(244	)
Balance at July 31, 2010	$	—		$	514		$	2,955		$	3,469

(1) Asset impairment charges represent the write-down of store assets to their estimated fair value for those store locations identified for closure under the Company’s Restructuring Program.

(2) Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the six months ended July 30, 2011, these adjustments were included in “Selling, general and administrative expenses” due to immateriality.

11

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

4. Restructuring Charges (Continued)

Restructuring-related severance accruals are included in “Accrued salaries and bonus” on the Company’s Condensed Consolidated Balance Sheets as of July 30, 2011, January 29, 2011, and July 31, 2010. Other restructuring-related accruals are included in “Accrued tenancy,” “Accrued expenses and other current liabilities,” and “Other liabilities,” as applicable, on the Company’s Condensed Consolidated Balance Sheets as of July 30, 2011, January 29, 2011, and July 31, 2010.

5. Net Income Per Share

Basic earnings per share is calculated by dividing net income associated with common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of additional shares of common stock by the Company upon exercise of all outstanding stock options and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method discussed in ASC 260-10, Earnings Per Share.

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

The following tables present a reconciliation of basic and diluted earnings per share for the quarters and six months ended July 30, 2011 and July 31, 2010, respectively.

	Quarter Ended
	July 30, 2011						July 31, 2010
	(in thousands, except per share amounts)
					Per						Per
Basic	Net				Share		Net				Share
Earnings per Share	Income		Shares		Amount		Income		Shares		Amount
Net income	$	24,792					$	18,612
Less net income associated with participating securities		421						298
Basic earnings per share	$	24,371		51,277	$	0.48	$	18,314		58,017	$	0.32
Diluted
Earnings per Share
Net income	$	24,792					$	18,612
Less net income associated with participating securities		414						294
Effect of dilutive securities				884						796
Diluted earnings per share	$	24,378		52,161	$	0.47	$	18,318		58,813	$	0.31

12

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

5. Net Income Per Share (Continued)

	Six Months Ended
	July 30, 2011						July 31, 2010
	(in thousands, except per share amounts)
					Per						Per
Basic	Net				Share		Net				Share
Earnings per Share	Income		Shares		Amount		Income		Shares		Amount
Net income	$	52,106					$	41,228
Less net income associated with participating securities		881						804
Basic earnings per share	$	51,225		51,679	$	0.99	$	40,424		57,711	$	0.70
Diluted
Earnings per Share
Net income	$	52,106					$	41,228
Less net income associated with participating securities		865						792
Effect of dilutive securities				946						891
Diluted earnings per share	$	51,241		52,625	$	0.97	$	40,436		58,602	$	0.69

For the quarter and six months ended July 30, 2011, non-participating securities (stock options) representing 1,667,283 and 1,691,658 shares of common stock, respectively, were excluded from the above computations of weighted-average shares for diluted earnings per share due to their antidilutive effect, since their exercise prices exceeded the average market price of the common shares during those periods.

For the quarter and six months ended July 31, 2010, non-participating securities (stock options) representing 3,560,342 and 3,342,123 shares of common stock, respectively, were excluded from the above computations 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.

6. Share-based Payments

Stock Incentive Plans

During the quarter and six months ended July 30, 2011, the Company recognized approximately $4.7 million and $10.7 million, respectively, of share-based compensation expense. During the quarter and six months ended July 31, 2010, the Company recognized approximately $4.1 million and $10.5 million, respectively, of share-based compensation expense. As of July 30, 2011, there was $11.8 million, $9.9 million, and $3.7 million of unrecognized compensation cost related to unvested stock options, unvested restricted stock awards, and unvested restricted unit awards, respectively, which is expected to be recognized over a remaining weighted-average vesting period of 2.0 years, 2.0 years, and 1.5 years, respectively. During the quarter and six months ended July 30, 2011, shares underlying stock award grants and option exercises were generally issued out of treasury stock.

13

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

6. Share-based Payments (Continued)

Stock Options

The following table summarizes stock option activity for the quarter and six months ended July 30, 2011:

	Quarter Ended					Six Months Ended
	July 30, 2011					July 30, 2011
				Weighted -					Weighted -
				Average					Average
				Exercise					Exercise
	Shares			Price		Shares			Price
Options outstanding at beginning of period		4,919,382		$	21.36		4,942,755		$	19.46
Granted (1)		21,000			27.73		520,250			27.63
Exercised (2)		(134,886	)		9.89		(654,434	)		9.43
Forfeited or expired		—			—		(3,075	)		27.32
Options outstanding at July 30, 2011		4,805,496			21.71		4,805,496			21.71
Vested and exercisable at July 30, 2011		2,712,504		$	25.55		2,712,504		$	25.55
Options expected to vest at July 30, 2011		1,385,467		$	17.97		1,385,467		$	17.97

(1) Options granted during the quarter and six months ended July 30, 2011 vest annually over a three-year period, and expire ten years after the grant date.

(2) Shares issued in connection with option exercises are generally issued from treasury stock.

The weighted-average fair value of options granted during the quarters ended July 30, 2011 and July 31, 2010, estimated as of the grant date using the Black-Scholes option pricing model, was $13.08 and $9.10 per share, respectively. The weighted-average fair value of options granted during the six months ended July 30, 2011 and July 31, 2010, estimated as of the grant date using the Black-Scholes option pricing model, was $13.21 and $9.29 per share, respectively.

The fair value of options granted under the Company’s stock plans was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
Expected volatility		56.3	%		62.3	%		57.1	%		54.9	%
Risk-free interest rate		1.6	%		1.6	%		1.8	%		2.2	%
Expected life (years)		4.54			4.65			4.54			4.65
Dividend yield		—			—			—			—

The Company estimates the volatility of its common stock at the date of grant based on an average of its historical volatility and the implied volatility of publicly traded options on its common stock.

14

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

6. Share-based Payments (Continued)

Restricted Stock

The following table summarizes restricted stock activity for the quarter ended July 30, 2011:

	Time - Based					Performance - Based
				Weighted -				Weighted -
				Average				Average
	Number of			Grant Date		Number of		Grant Date
	Shares			Fair Value		Shares		Fair Value
Restricted stock awards at April 30, 2011		603,795		$	16.99		281,336	$	16.92
Granted		38,141	(1)		28.22		—		—
Vested		(35,076	)(2)		21.27		—		—
Restricted stock awards at July 30, 2011		606,860			17.45		281,336		16.92

(1) Of this amount, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014 and the remaining 27,641 shares vest in May 2012.

(2) Shares returned to cover employee tax withholding obligations are returned to treasury stock.

The following table summarizes restricted stock activity for the six months ended July 30, 2011:

	Time - Based					Performance - Based
				Weighted -					Weighted -
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Restricted stock awards at January 29, 2011		604,846		$	9.46		289,673		$	3.13
Granted		293,173	(1)		27.70		181,571	(2)		27.88
Vested		(291,159	)(3)		11.18		(189,908	)(3)		6.37
Restricted stock awards at July 30, 2011		606,860			17.45		281,336			16.92

(1) Of this amount, 249,625 shares vest equally in each of March 2012, 2013 and 2014, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014, 5,407 shares vest in March 2014 and the remaining 27,641 shares vest in May 2012.

(2) Of this amount, 135,500 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 75% to 125% 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. The remaining 46,071 of these shares were performance-vesting restricted stock, which vested in March and April 2011 and were earned in connection with over-achievement of Fiscal 2010 performance targets.

(3) Shares returned to cover employee tax withholding obligations are returned to treasury stock.

15

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

6. Share-based Payments (Continued)

Restricted Units

The following table summarizes restricted unit activity for the six months ended July 30, 2011:

	Time - Based					Performance - Based
				Weighted -					Weighted -
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Restricted unit awards at January 29, 2011		284,500		$	19.58		169,500		$	19.58
Vested		(94,813	)(1)		19.58		(56,496	)(1)		19.58
Restricted unit awards at July 30, 2011		189,687			19.58		113,004			19.58

(1) Shares issued from treasury stock.

There was no restricted unit activity during the quarter ended July 30, 2011.

7. Debt and Other Financing Arrangements

Credit Facility

On April 23, 2008, the Company’s wholly-owned subsidiary AnnTaylor, Inc. and certain of its subsidiaries entered into a Third 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 its then existing $175 million senior secured revolving credit facility which was due to expire in November 2008. The Credit Facility provides the Company with an option to increase the total facility and the aggregate commitments thereunder up to $350 million, subject to the lenders’ agreement to increase their commitment for the requested amount. The Credit Facility expires on April 23, 2013 and may be used for working capital, letters of credit and other general corporate purposes. The Credit Facility contains an acceleration clause which, upon the occurrence of 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 monthly borrowing base, determined by the application of specified percentages of certain eligible assets. Commercial and standby letters of credit outstanding under the Credit Facility totaled approximately $15.6 million, $17.6 million and $14.1 million as of July 30, 2011, January 29, 2011 and July 31, 2010, respectively, leaving a remaining available balance for loans and letters of credit of $167.1 million, $120.2 million and $140.1 million, respectively. There were no borrowings outstanding under the Credit Facility at July 30, 2011, January 29, 2011, July 31, 2010 or as of the date of this filing.

Amounts outstanding under the Credit Facility bear interest at a rate equal to, at the option of AnnTaylor, Inc., 1) the Base Rate, defined as the higher of (i) the federal funds rate plus a margin of 0.5% and (ii) the Bank of America prime rate, or 2) the LIBOR Rate, plus a margin of 1.25% to 1.75%, depending on the Average Daily Availability as defined in the Credit Facility. In addition, AnnTaylor, Inc. is required to pay the lenders a monthly commitment fee on the unused revolving loan commitment at a rate ranging from 0.325% to 0.375% per annum also depending on the Average Daily Availability. Fees for outstanding commercial and standby letters of credit range from 0.50% to 0.75% and from 1.25% to 1.75%, respectively. The Credit Facility contains financial and other covenants, including limitations on indebtedness and liens, and a fixed charge coverage ratio covenant that is triggered if certain liquidity thresholds are not met.

16

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

7. Debt and Other Financing Arrangements (Continued)

Credit Facility (Continued)

The Credit Facility permits the Company to pay cash dividends (and permits dividends by AnnTaylor, Inc. to fund such cash dividends) subject to certain Liquidity requirements (as defined in the Credit Facility) and other conditions as set forth in the Credit Facility. Subject, in some cases, to specific exceptions, certain subsidiaries of the Company are also permitted to pay dividends to the Company to fund certain taxes owed by the Company, fund ordinary operating expenses of the Company not in excess of $500,000 in any fiscal year; repurchase common stock held by employees not in excess of $100,000 in any fiscal year and for certain other stated purposes.

The lenders have been granted a pledge of the common stock of AnnTaylor, Inc. and certain of its subsidiaries, and a security interest in substantially all real and personal property (other than leasehold interests) and other assets of AnnTaylor, Inc. and certain of its subsidiaries, as collateral for its obligations under the Credit Facility.

Other

In the second quarter of Fiscal 2010, the Company entered into a vendor financing program (the “Trade Payable Program”) with a financing company. Under the Trade Payable Program, the financing company makes accelerated and discounted payments to the Company’s vendors and the Company, in turn, makes its regularly-scheduled full vendor payments to the financing company. As of July 30, 2011 and January 29, 2011, there was $4.2 million and $3.4 million outstanding, respectively, under the Trade Payable Program, which is included in “Accrued expenses and other current liabilities” on the Company’s Condensed Consolidated Balance Sheets. There were no amounts outstanding under the Trade Payable Program as of July 31, 2010.

8. Employee Benefits

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

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(in thousands)						(in thousands)
Net periodic pension cost:
Interest cost		416			458			832			916
Expected return on plan assets		(428	)		(408	)		(856	)		(816	)
Amortization of actuarial loss		24			128			48			256
Net periodic pension cost	$	12		$	178		$	24		$	356

The Company froze its noncontributory defined benefit pension plan in October 2007. The Company was not required to make and did not make any contributions to its pension plan during the quarters or six months ended July 30, 2011 and July 31, 2010.

17

ANN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

9. Securities Repurchase Program

On March 8, 2011, the Company’s Board of Directors approved a $200 million expansion of the Company’s existing securities repurchase program (the “Repurchase Program”), bringing the total authorized under the Repurchase Program to $600 million. As of July 30, 2011, approximately $259.1 million remained available under the Repurchase Program. 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. 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. During the quarter ended April 30, 2011, the Company repurchased 4,197,097 shares of its common stock through open market purchases under the Repurchase Program at a cost of $100 million. There were no repurchases made under the Repurchase Program during the quarter ended July 30, 2011, or during the quarter or six months ended July 31, 2010.

10. Income Taxes

The following table presents the Company’s effective income tax rate for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
Effective income tax rate		39.9	%		37.0	%		40.2	%		39.4	%

The Company’s effective income tax rate increased as compared to the comparable 2010 period, primarily due to changes in the mix of earnings in various state taxing jurisdictions and certain other discrete items.

11. Comprehensive Income

The components of comprehensive income are shown below:

	Quarter Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2011		2010		2011		2010
	(in thousands)
Net income	$	24,792	$	18,612	$	52,106	$	41,228
Amortization of actuarial loss, net of taxes of approximately $9 and $48, respectively, and approximately ($30) and $96, respectively		15		79		77		159
Comprehensive income	$	24,807	$	18,691	$	52,183	$	41,387

12. 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.

18

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

Ann Taylor is an aspirational luxury brand that offers modern style while remaining true to its legacy as a destination for every generation of working women, with timeless wear-now and wear-to-work fashion of impeccable quality at compelling prices. LOFT provides versatile, accessible and affordable fashion that delivers feminine appeal, special and unexpected details, and a flattering fit. LOFT connects with women on a genuine level, providing fashion advice, ideas and inspiration that make the client’s style aspirations attainable.

Our Ann Taylor and LOFT brands offer a full range of career and casual separates, dresses, tops, weekend wear, shoes and accessories, coordinated as part of a strategy to provide modern styles that are versatile across all occasions and needs. We offer updated past season best sellers from the Ann Taylor and LOFT merchandise collections at our Ann Taylor Factory and LOFT Outlet stores, respectively, and our clients can also shop online at www.anntaylor.com and www.LOFT.com (together, our “Online Stores”) or by phone at 1-800-DIAL-ANN and 1-888-LOFT-444. As of July 30, 2011, we operated 942 stores in 46 states, the District of Columbia and Puerto Rico.

Management Overview

Our results for the second quarter of Fiscal 2011 reflect our eighth consecutive quarter of double-digit growth in net income and diluted earnings per share compared with the prior year periods. From a top-line perspective, we experienced strong profitable sales growth at LOFT stores and in our e-commerce and factory outlet channels at both brands. Our results also reflect the benefit of increased cost leverage and continued expense management across the Company.

Net sales for the second quarter of Fiscal 2011 were $558.2 million, up $74.7 million, or 15.5%, as compared to the same period last year, with comparable sales up 8.6%. Despite operating in an environment of rising commodity, labor and other costs associated with our merchandise purchases, as a result of careful planning and cost mitigation strategies, we were able to navigate through this without negatively impacting our gross margin rate performance. Gross margin as a percentage of net sales for the second quarter was 55.0%, equivalent to the record rate achieved for a second quarter peiod last year, also due, in part, to significant gross margin rate improvement at LOFT stores. These factors contributed to a significant 33% increase in net income to $24.8 million, which when combined with the impact of our previous share repurchase activity, resulted in a 52% increase in diluted earnings per share, to $0.47, up from $0.31 in the second quarter of Fiscal 2010.

The Ann Taylor brand achieved second quarter comparable sales growth of 5.3%, building on the 15.2% increase in comparable sales achieved during the second quarter of Fiscal 2010. This improvement was driven by solid comparable sales growth of 32.0% and 6.5% at anntaylor.com and Ann Taylor Factory, respectively and comparable sales growth of 0.6% in the Ann Taylor stores channel. The relative softness at Ann Taylor stores was primarily due to a portion of the print and novelty components of the assortment, which did not resonate well with our client. In response to this product-specific issue, we were more promotional than planned, but successfully cleared through Summer inventories in preparation for the critical Fall season.

At LOFT, we successfully executed the brand’s promise to deliver feminine, casual, high-quality fashion at great value, resulting in dramatic improvement in sales and profitability for the quarter. Our merchandise collections had the right balance of feminine basics and fashion and were very well-received in all channels, and our inventories were well-positioned to meet overall client demand. This, combined with a highly effective promotional strategy, enabled us to deliver an 11.0% increase in comparable sales and strong gross margin performance during the quarter. By channel, second quarter comparable sales grew 33.5% at LOFT.com, 23.7% at LOFT Outlet and 8.6% at LOFT stores.

19

Throughout the quarter, we remained committed to maintaining our healthy balance sheet, and closed the quarter with $145 million in cash and no bank debt. Overall inventory per square foot was up 9% at the end of the second quarter, excluding e-commerce, in line with our overall sales performance.

From a real estate perspective, we continued to move forward on our strategy to enhance the overall productivity of our fleet through further expansion of our factory/outlet channel footprint and the continued roll-out of our new, highly productive Ann Taylor concept stores. During the quarter, we opened a total of 24 new stores, comprised of seven Ann Taylor stores, one Ann Taylor Factory store, five LOFT stores and 11 LOFT Outlet stores. We also closed four LOFT stores and one Ann Taylor store, ending the quarter with 942 stores, comprised of 272 Ann Taylor stores, 97 Ann Taylor Factory stores, 501 LOFT stores and 72 LOFT Outlet stores.

Overall, we delivered strong second quarter results and continued to build on our foundation for growth by executing on our strategic initiatives. During the second quarter, we re-platformed our e-commerce sites at both brands and continued to execute our real estate strategy, including the continued roll-out of our Ann Taylor new concept stores and accelerated growth of LOFT Outlet. In addition, we continued to realize the positive impact of the multiple actions we have taken to successfully manage our product costs and have taken steps to further manage the business as we head into what may be a difficult macroeconomic environment.

Key Performance Indicators

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

Comparable sales – Comparable sales 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 at our Online Stores are included in comparable sales.

Gross margin – Gross margin measures our ability to control the direct costs of merchandise sold during the period. Gross margin is the difference between net sales and cost of sales, which is comprised of direct inventory costs for merchandise sold, including all costs to transport merchandise from third-party suppliers to our distribution center. Buying and occupancy costs are excluded from cost of sales.

Operating income – Because retailers do not uniformly record supply chain costs as a component 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 and income taxes and measures our earnings power from ongoing operations.

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

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

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

20

Results of Operations

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

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
Net sales		100.0	%		100.0	%		100.0	%		100.0
Cost of sales		45.0			45.0			43.9			42.8
Gross margin		55.0			55.0			56.1			57.2
Selling, general and administrative expenses		47.5			48.7			48.0			49.9
Restructuring charges		—			0.2			—			0.1
Operating income		7.5			6.1			8.1			7.2
Interest income		—			—			—			—
Interest expense		0.1			0.1			0.1			0.1
Income before income taxes		7.4			6.0			8.0			7.1
Income tax provision		2.9			2.3			3.2			2.8
Net income		4.5	%		3.7	%		4.8	%		4.3

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

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	increase						increase
Net sales		15.5	%		2.8	%		12.7	%		7.0	%
Operating income		39.4	%		218.8	%		27.7	%		346.1	%
Net income		33.2	%		203.4	%		26.4	%		302.9	%

21

Sales and Store Data

The following table sets forth certain brand sales and store data:

	Quarter Ended
	July 30, 2011					July 31, 2010
Sales and Comps	Sales		Comp % (1)			Sales		Comp % (1)
	($ in thousands)
Ann Taylor brand
Ann Taylor Stores	$	117,297		0.6	%	$	118,241		19.6	%
Ann Taylor e-commerce		22,597		32.0	%		17,433		28.5	%
Subtotal		139,894		4.7	%		135,674		20.6	%
Ann Taylor Factory		78,003		6.5	%		71,563		6.3	%
Total Ann Taylor brand	$	217,897		5.3	%	$	207,237		15.2	%
LOFT brand
LOFT Stores	$	260,475		8.6	%	$	242,927		(3.1	)%
LOFT e-commerce		23,867		33.5	%		18,401		54.6	%
Subtotal		284,342		10.3	%		261,328		(0.6	)%
LOFT Outlet		55,962		23.7	%		14,907		13.2	%
Total LOFT brand	$	340,304		11.0	%	$	276,235		—	%
Total Company	$	558,201		8.6	%	$	483,472		6.1	%
	Six Months Ended
	July 30, 2011					July 31, 2010
Sales and Comps	Sales		Comp % (1)			Sales		Comp % (1)
	($ in thousands)
Ann Taylor brand
Ann Taylor Stores	$	242,676		7.0	%	$	233,506		17.3	%
Ann Taylor e-commerce		52,058		38.1	%		38,304		39.8	%
Subtotal		294,734		11.5	%		271,810		19.9	%
Ann Taylor Factory		146,038		7.8	%		133,790		8.3	%
Total Ann Taylor brand	$	440,772		10.2	%	$	405,600		15.8	%
LOFT brand
LOFT Stores	$	499,574		3.8	%	$	486,004		2.7	%
LOFT e-commerce		52,160		33.1	%		39,916		57.5	%
Subtotal		551,734		6.0	%		525,920		5.4	%
LOFT Outlet		89,323		20.0	%		28,133		17.8	%
Total LOFT brand	$	641,057		6.7	%	$	554,053		5.9	%
Total Company	$	1,081,829		8.2	%	$	959,653		9.9	%

22

Sales and Store Data (Continued)

	Quarter Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
Sales Related Metrics	2011		2010		2011		2010
Average Dollars Per Transaction
Ann Taylor brand	$	73.34	$	74.80	$	80.59	$	80.48
LOFT brand		59.09		54.66		62.62		61.23
Average Units Per Transaction
Ann Taylor brand		2.40		2.32		2.42		2.32
LOFT brand		2.68		2.41		2.64		2.45
Average Unit Retail Sold
Ann Taylor brand	$	30.56	$	32.24	$	33.30	$	34.69
LOFT brand		22.05		22.68		23.72		24.99
Net Sales Per Average Gross Square Foot (2)
Ann Taylor Stores	$	81	$	78	$	167	$	151
Ann Taylor Factory		114		107		215		200
LOFT Stores		89		81		171		163
LOFT Outlet		116		122		221		230

(1) 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 at our Online Stores are included in comparable sales.

(2) Net sales per average gross square foot is determined by dividing net sales for the period by the average monthly gross square footage for the period. Unless otherwise indicated, references herein to square feet are to gross square feet, rather than net selling space. Sales at our Online Stores are excluded from the net sales per average gross square foot calculation. During the third quarter of Fiscal 2010, we revised the calculation of net sales per average gross square foot from one that calculated the average of the gross square feet at the beginning and end of each period to one using the average monthly gross square footage for the period. All prior period numbers have been adjusted to conform to the current period presentation.

23

Sales and Store Data (Continued)

	Quarter Ended
	July 30, 2011						July 31, 2010
Stores and Square Footage	Stores			Square Feet			Stores			Square Feet
	(square feet in thousands)
Ann Taylor brand
Ann Taylor Stores		272			1,446			278			1,513
Ann Taylor Factory		97			691			92			668
Total Ann Taylor brand		369			2,137			370			2,181
LOFT brand
LOFT Stores		501			2,920			506			2,961
LOFT Outlet		72			506			18			123
Total LOFT brand		573			3,426			524			3,084
Total Company		942			5,563			894			5,265
Number Of:
Stores open at beginning of period		923			5,494			903			5,324
New stores		24			132			—			—
Expanded/downsized stores (1)		—			(36	)		—			(1	)
Closed stores		(5	)		(27	)		(9	)		(58	)
Stores open at end of period		942			5,563			894			5,265
Converted stores (2)		—			—			1			—
	Six Months Ended
	July 30, 2011						July 31, 2010
Stores and Square Footage	Stores			Square Feet			Stores			Square Feet
	(square feet in thousands)
Number Of:
Stores open at beginning of period		896			5,283			907			5,348
New stores		56			376			—			—
Expanded/downsized stores (3)		—			(39	)		—			(5	)
Closed stores		(10	)		(57	)		(13	)		(78	)
Stores open at end of period		942			5,563			894			5,265
Converted stores (4)		—			—			6			—

(1) During the quarter ended July 30, 2011, we downsized six Ann Taylor stores and two Ann Taylor Factory stores. During the quarter ended July 31, 2010, we downsized one Ann Taylor store and one LOFT store.

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

(3) During the six months ended July 30, 2011, we downsized seven Ann Taylor stores and two Ann Taylor Factory stores. During the six months ended July 31, 2010, we downsized three Ann Taylor stores and one LOFT store.

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

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Net sales increased 15.5% and 12.7% during the quarter and six months ended July 30, 2011, respectively, over the comparable 2010 periods. Comparable sales were up 8.6% and 8.2% for the quarter and six month period ended July 30, 2011, respectively, over the comparable 2010 period. Overall, full-price sell-through at the LOFT stores channel increased significantly and both brands experienced higher levels of full-price sell-through in the e-commerce and factory outlet channels.

By brand, Ann Taylor’s net sales increased $10.6 million, or 5.1%, and $35.2 million, or 8.7%, for the quarter and six months ended July 30, 2011, respectively, with comparable sales increasing 5.3% and 10.2% for the quarter and six month periods, respectively. Second quarter results at Ann Taylor reflect the impact of a miss in a portion of the print and novelty components of the stores channel merchandise assortment, which did not resonate well with our client. As a result, second quarter comparable sales in the Ann Taylor stores channel were negatively impacted, with decreases in both DPTs and AURs. Ann Taylor’s e-commerce business achieved another quarter of significant top-line growth, driven by increases in traffic and higher average order value.

At the LOFT brand, net sales increased $64.1 million, or 23.2%, and $87.0 million, or 15.7%, for the quarter and six months ended July 30, 2011, respectively, with comparable sales increasing 11.0% and 6.7% for the quarter and six month periods, respectively. LOFT’s second quarter results reflected the impact of the right balance of feminine basics and fashion in the LOFT stores channel, which drove higher full-price sell-through. LOFT’s e-commerce business also experienced strong top-line growth, reflecting higher average order values and increased traffic. In addition, LOFT Outlet sales increased significantly as a result of a 23.7% increase in comparable sales and our Spring 2011 accelerated expansion strategy. Overall, both DPTs and UPTs were up at LOFT during the quarter.

Cost of Sales and Gross Margin

The following table shows cost of sales and gross margin in dollars and the related gross margin percentages for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(dollars in thousands)						(dollars in thousands)
Cost of sales	$	251,400		$	217,398		$	475,076		$	410,688
Gross margin	$	306,801		$	266,074		$	606,753		$	548,965
Percentage of net sales		55.0	%		55.0	%		56.1	%		57.2	%

Gross margin as a percentage of net sales for the quarter ended July 30, 2011 as compared to the comparable 2010 period was flat to last year’s record 55%. Higher full price sell-through in the e-commerce and factory outlet channels at both brands and in the LOFT stores channel and higher margin rates achieved on full price sales at LOFT were offset by lower overall margin performance at Ann Taylor. The strong gross margin performance at LOFT stores during the quarter reflected solid product execution and lower promotional activity, which was offset by higher levels of promotional activity in the Ann Taylor stores channel to drive traffic and move through the portion of the merchandise assortment in the stores channel that did not resonate with our client.

For the six month period ended July 30, 2011, the decrease in gross margin as a percentage of net sales as compared to the comparable 2010 period was primarily due to lower full price sell-through in the Ann Taylor stores channel and lower margin rates achieved on full price and non-full price sales at Ann Taylor and on non-full price sales at LOFT stores. These decreases were partially offset by an increase in full price sell-through at LOFT. While gross margin performance at Ann Taylor was negatively impacted by product misses in the stores channel merchandise assortment, LOFT’s performance improved during the second quarter, offsetting some of the gross margin decrease the brand experienced during the first quarter.

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Selling, General and Administrative Expenses

The following table shows selling, general and administrative expenses in dollars and as a percentage of net sales for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(dollars in thousands)						(dollars in thousands)
Selling, general and administrative expenses	$	265,125		$	235,421		$	519,158		$	479,220
Percentage of net sales		47.5	%		48.7	%		48.0	%		49.9	%

The increase in selling, general and administrative expenses for the quarter and six months ended July 30, 2011 as compared to the comparable 2010 periods was primarily due to higher payroll and occupancy costs related to store growth, primarily in the factory outlet channel, an increase in variable costs related to higher net sales and higher performance-based compensation expense. As a percentage of net sales, selling, general and administrative expenses decreased for both the quarter and six month period ended July 30, 2011 as compared to the comparable 2010 periods, primarily due to fixed cost leveraging resulting from higher net sales, restructuring program savings and a continued focus on controlling expenses.

Restructuring Charges

The following table presents restructuring charges in dollars and as a percentage of net sales for the quarters and six months ended July 30, 2011 and July 31, 2010:

		00000			00000			00000			00000
	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(dollars in thousands)						(dollars in thousands)
Restructuring charges	$	—		$	758		$	—		$	1,143
Percentage of net sales		—	%		0.2	%		—	%		0.1	%

During the quarter and six months ended July 31, 2010, we recorded restructuring charges related to the non-cash write-down of store assets, severance and other costs. There were no such charges recorded during the quarter or six months ended July 30, 2011. See Note 4, Restructuring Charges, in the Notes to Condensed Consolidated Financial Statements for further discussion.

Interest Income

The following table shows interest income in dollars and as a percentage of net sales for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(dollars in thousands)						(dollars in thousands)
Interest income	$	98		$	111		$	333		$	337
Percentage of net sales		—	%		—	%		—	%		—	%

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Interest Expense

The following table shows interest expense in dollars and as a percentage of net sales for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30,			July 31,			July 30,			July 31,
	2011			2010			2011			2010
	(dollars in thousands)						(dollars in thousands)
Interest expense	$	531		$	480		$	811		$	885
Percentage of net sales		0.1	%		0.1	%		0.1	%		0.1	%

Interest expense includes various charges, the largest of which are interest and fees related to our Credit Facility. See “Liquidity and Capital Resources” and Note 7, Debt and Other Financing Arrangements, in the Notes to Condensed Consolidated Financial Statements for further discussion of our Credit Facility.

Income Taxes

The following table shows our effective income tax rate for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
Effective income tax rate		39.9	%		37.0	%		40.2	%		39.4	%

Our effective income tax rate increased as compared to the comparable 2010 period primarily due to changes in the mix of earnings in various state taxing jurisdictions and certain other discrete items.

Liquidity and Capital Resources

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

	July 30,		January 29,		July 31,
	2011		2011		2010
	(dollars in thousands)
Working capital	$	216,161	$	268,005	$	303,474
Current ratio		1.75:1		1.95:1		2.13:1

Operating Activities

Cash provided by operating activities was $70.0 million for the six months ended July 30, 2011, compared with cash provided by operating activities of $67.5 million for the six months ended July 31, 2010. This increase was primarily a result of higher net income before non-cash items and increases in accrued performance-based compensation, partially offset by changes in net working capital items, and in particular accounts payable, inventory, and receivables.

Merchandise inventories increased approximately $32.6 million, or 18.0%, at July 30, 2011 compared to July 31, 2010. Merchandise inventory on a per-square-foot basis, excluding e-commerce inventory, was approximately $34 and $32 as of July 30, 2011 and July 31, 2010, respectively. The increase in inventory per square foot was in line with the increase in comparable sales and also reflected higher inventory levels to support the accelerated expansion in the factory outlet channel in Spring 2011.

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Investing Activities

Cash used for investing activities was $62.0 million for the six months ended July 30, 2011, compared with $13.5 million for the six months ended July 31, 2010. Cash used for investing activities during the six months ended July 30, 2011 was primarily driven by capital expenditures related to new store openings. During the six months ended July 30, 2011, we opened 56 new stores as compared to the six months ended July 31, 2010, during which we did not open any new stores.

Financing Activities

Cash used for financing activities was $89.5 million for the six months ended July 30, 2011, compared with cash provided by financing activities of $4.1 million for the six months ended July 31, 2010. Cash used for financing activities in the first half of Fiscal 2011 was primarily due to the repurchase of $100 million of our common stock under our share repurchase program, partially offset by the impact of excess tax benefits related to stock-based compensation and cash inflows related to exercise of options during the first half of Fiscal 2011.

On April 23, 2008, our wholly-owned subsidiary AnnTaylor, Inc. and certain of its subsidiaries entered into a Third 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 its then existing $175 million senior secured revolving credit facility which was due to expire in November 2008. The maximum availability for loans and letters of credit under the Credit Facility is governed by a monthly borrowing base, determined by the application of specified percentages of certain eligible assets. The remaining available balance for loans and letters of credit was $167.1 million, $120.2 million and $140.1 million as of July 30, 2011, January 29, 2011 and July 31, 2010, respectively.

On March 8, 2011, our Board of Directors approved a $200 million expansion of our existing securities repurchase program (the “Repurchase Program”), bringing the total authorized under the Repurchase Program to $600 million. As of July 30, 2011, approximately $259.1 million remained available under the Repurchase Program. The Repurchase Program will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors. 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. During the quarter ended April 30, 2011, we repurchased 4,197,097 shares, of our common stock through open market purchases under the Repurchase Program at a cost of $100 million. There were no repurchases made under the Repurchase Program during the quarter ended July 30, 2011, or during the quarter or six months ended July 31, 2010.

Short-Term Borrowings

In the second quarter of Fiscal 2010, we entered into a vendor financing program (the “Trade Payable Program”) with a financing company. Under the Trade Payable Program, the financing company makes accelerated and discounted payments to our vendors and we, in turn, make our regularly-scheduled full vendor payments to the financing company. As of July 30, 2011, there was $4.2 million outstanding under the Trade Payable Program, which is included in “Accrued expenses and other current liabilities” on our Condensed Consolidated Balance Sheets. There was no balance as of July 31, 2010. The average balance at each month end during the quarter ended July 30, 2011 was $4.2 million, and we paid no interest on amounts owed under the Trade Payable Program during the period, since remittances to the financing company were made within the agreed-upon timeframe. We expect to add additional vendors into the program, and, as such, we expect the Trade Payable Program will continue to expand.

Other

At July 30, 2011, substantially all of our cash and cash equivalents were invested in deposit accounts at FDIC-insured banks. All of our deposit account balances are currently FDIC insured and will remain so through December 31, 2012 as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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We have a credit card program which offers eligible clients the choice of a private label or a co-branded credit card. All new 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. As part of the program, we received an upfront signing bonus from the sponsoring bank. We 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 being recognized into 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 July 30, 2011 and July 31, 2010, we recognized approximately $1.8 million and $2.1 million of revenue related to the credit card program, respectively. During the six months ended July 30, 2011 and July 31, 2010, we recognized approximately $3.6 million and $4.0 million of revenue related to the credit card program, respectively. At July 30, 2011, January 29, 2011 and July 31, 2010, approximately $5.1 million, $5.8 million and $6.5 million, respectively, of deferred credit card income is included in “Accrued expenses and other current liabilities” on our Condensed Consolidated Balance Sheets. Partially offsetting the income from the credit card program are costs, net of points breakage, related to the customer 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 $0.9 million and $0.6 million and the sales discount impact was approximately $1.6 million and $0.9 million for the quarters ended July 30, 2011 and July 31, 2010, respectively. The cost of sales impact, net of points breakage, was approximately $1.8 million and $1.3 million and the sales discount impact was approximately $2.4 million and $1.8 million for the six months ended July 30, 2011 and July 31, 2010, respectively.

On October 1, 2007, we froze our noncontributory defined benefit pension plan (the “Pension Plan”). Our Pension Plan assets experienced gains in Fiscal 2010. As a result, pension costs in Fiscal 2011 are projected to be lower than pension costs in Fiscal 2010, excluding settlement charges. Our Pension Plan is invested in readily-liquid investments, primarily debt and equity securities. Any deterioration in the financial markets or changes in discount rates may require us to make a contribution to our Pension Plan.

Critical Accounting Policies

Management has determined that our most critical accounting policies are those related to merchandise inventory valuation, asset impairment, income taxes and stock and incentive-based compensation. We continue to monitor our accounting policies to ensure proper application of current rules and regulations. There have been no significant changes to these policies as discussed in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011.

Recent Accounting Pronouncements

Recently Issued Standards

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 amends ASC 220-10, Comprehensive Income, and requires that all changes in comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, and also requires the presentation of reclassification adjustments on the face of the financial statements from other comprehensive income to net income. ASU 2011-05 is effective for the first interim or annual reporting period beginning on or after December 15, 2011. Early adoption is permitted. We are in the process of evaluating ASU 2011-05 and its impact on the presentation of our Condensed Consolidated Financial Statements.

29

Recently Adopted Standards

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures. ASU 2010-06 amended ASC 820-10, Fair Value Measurements and Disclosures, and requires new disclosures surrounding certain fair value measurements. ASU 2010-06 became effective for the first interim or annual reporting period beginning on or after December 15, 2009, except for certain disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements, which became effective for the first interim and annual reporting periods beginning on or after December 15, 2010. During Fiscal 2009, we early adopted the disclosure requirements effective for the first interim or annual reporting period beginning on or after December 15, 2009. We adopted the remaining disclosure requirements in the first quarter of Fiscal 2011. The adoption of the remaining disclosure requirements of ASU 2010-06 did not have any impact on our Condensed Consolidated Financial Statements or notes thereto.

In October 2009, the FASB issued ASU 2009-13, Multiple Deliverable Revenue Arrangements. ASU 2009-13 amended ASC 605-10, Revenue Recognition, and addresses accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit, and provides guidance on how to measure and allocate arrangement consideration to one or more units of accounting. ASU 2009-13 became effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We adopted ASU 2009-13 during the first quarter of Fiscal 2011. The adoption of ASU 2009-13 did not have any impact on our Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have significant amounts of cash and cash equivalents invested in deposit accounts at FDIC-insured banks. All of our deposit account balances are currently FDIC insured and will remain so through December 31, 2012 as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

AnnTaylor Inc.’s Credit Facility allows for investments in financial instruments with original maturity dates of up to 360 days. As of July 30, 2011, we did not hold any investments that did not qualify as cash or 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 report. 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 report.

During the second quarter of Fiscal 2011, 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.

30

PART II. OTHER INFORMATION

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

The following table sets forth information concerning purchases made by the Company of its common stock for the periods indicated:

	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (2)		Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Program
							(in thousands)
May 1, 2011 to May 28, 2011		91	$	31.08		—	$	259,083
May 29, 2011 to July 2, 2011		—		—		—		259,083
July 3, 2011 to July 30, 2011		789		26.95		—		259,083
		880				—

(1) Includes a total of 880 shares of restricted stock purchased in connection with employee tax withholding obligations under employee equity compensation plans, which are not purchases under the Company’s publicly announced program.

(2) On March 8, 2011, our Board of Directors approved a $200 million expansion of our existing securities repurchase program (the “Repurchase Program”) to a total of $600 million. As of the date of this filing, approximately $259.1 million remained available under the Repurchase Program. The Repurchase Program will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors. We repurchased 4,197,097 shares under the Repurchase Program during the first quarter of Fiscal 2011 at a cost of $100 million.

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Item 6. Exhibits

Exhibit Number	Description
10.1*	Form of Indemnification Agreement.
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.

‡ Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.

32

SIGNATURES

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

	ANN INC.
Date: August 19, 2011	By:	/s/ Kay Krill
		Kay Krill
		President and Chief Executive Officer (Principal Executive Officer)
Date: August 19, 2011	By:	/s/ Michael J. Nicholson
		Michael J. Nicholson
		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

33

Exhibit Index

Exhibit Number	Description
10.1*	Form of Indemnification Agreement.
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.

‡ Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.

34

EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

Indemnification Agreement (“Agreement”) is dated as of                      between ANN INC., a Delaware corporation (the “Company”), and                      (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance and/or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Delaware General Corporation Law (“DGCL”), expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts may be entered into between the Company and members of the board of directors, officers and others with respect to indemnification.

WHEREAS, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

WHEREAS, Indemnitee may not be willing to serve as a director without the additional protection provided for under this Agreement, and the Company desires Indemnitee to serve in such capacity and Indemnitee is willing to serve and continue to serve on the condition that he/she be so indemnified;

NOW, THEREFORE, the Company and Indemnitee do hereby agree as follows:

1. SERVICES TO THE COMPANY. Indemnitee will serve, or continue to serve, at the will of the Company in accordance with the Company’s Bylaws, as a director of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his/her resignation.

2. DEFINITIONS. As used in this Agreement:

(a) “Action” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature.

(b) “Board” means the Board of Directors of the Company.

(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act, other than (1) the Company, (2) any trustee or other fiduciary holding securities under an employee benefits plan of the Company, or (3) any corporation owned, directly or indirectly, by the stockholders of the Company (in substantially the same proportion as their ownership of shares) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this Section 2(c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

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

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated the sale or disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole (or any transaction having a similar effect).

(d) “Corporate Status” describes a person who is or was serving as a director or agent of the Company or, at the request of the Company, as a director, officer, employee or agent of any other Enterprise. References to “serving at the request of the Company” shall include, without limitation, any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

2

(e) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(g) “Enterprise” means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise.

(h) “Expenses” means all disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding, including (without limitation) attorneys’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, and delivery service fees. Expenses also include disbursements and expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation, the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.

(i) Reference to “fines” shall include any excise tax assessed with respect to any employee benefit plan.

(j) A person who acted in good faith and in a manner he/she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”.

(k) References “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provisions of the DGCL that authorize or contemplate additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors.

(l) “Proceeding” means any Action in which Indemnitee was, is or will be involved (as a party or otherwise) by reason of Indemnitee’s Corporate Status, or any action taken by him/her or of any action on his/her part while acting in his/her Corporate Status, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

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(m) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

3. THIRD-PARTY PROCEEDINGS. If Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor against Indemnitee, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement directly or indirectly incurred by or behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his/her conduct was unlawful.

4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. If Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses directly or indirectly incurred by or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

5. PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.

(a) Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law:

(i) to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify

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Indemnitee against all Expenses directly or indirectly incurred by or on behalf of Indemnitee in connection therewith; or

(ii) if Indemnitee is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses directly or indirectly incurred by or on behalf of Indemnitee in connection with (x) each successfully resolved claim, issue or matter and (y) each claim, issue, or matter related to any claim, issue or matter on which the Indemnitee was successful.

(b) For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee against all Expenses directly or indirectly incurred by or on behalf of Indemnitee if, by reason of his/her Corporate Status, Indemnitee is a witness in any Action to which Indemnitee is not a party.

7. ADDITIONAL INDEMNIFICATION. Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement in connection with the Proceeding; provided, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld.

8. EXCLUSIONS. The Company shall not be obligated under this Agreement to provide any indemnification in connection with any claim made against Indemnitee:

(a) For an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, or similar provisions of other federal or state statutory law or common law; or

(b) In connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, unless (i) such indemnification is expressly required to be made by applicable law; (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company to the fullest extent permitted by applicable law.

9. ADVANCEMENT OF EXPENSES. Notwithstanding any provision of this Agreement, to the fullest extent permitted by applicable law, the Company shall advance the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any

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Proceeding. Advances shall be unsecured and interest free, and made without regard to Indemnitee’s ability to repay the expenses or ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include all reasonable Expenses incurred pursuing an Action to enforce his/her right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 9 shall not apply to any claim made by Indemnitee for which indemnification is excluded pursuant to Section 8.

10. PROCEDURE FOR NOTIFICATION AND DEFENSE OF CLAIM.

(a) Within 30 days after service of process of Indemnitee relating to notice of the commencement of any Proceeding, Indemnitee shall submit to the Company a written request, including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The failure to notify the Company within such period will not relieve the Company from any liability that it may have to Indemnitee (i) under this Agreement except to the extent the failure adversely affects the Company’s rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such Proceeding or (ii) otherwise than under this Agreement. The Secretary of the Company shall advise the Board in writing promptly upon receipt of such a request for indemnification.

(b) If the Company shall be obligated to pay the Expenses in connection with any Proceeding against the Indemnitee, the Company shall be entitled to assume and control the defense of such Proceeding (with counsel consented to by the Indemnitee, which consent shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, consent to such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of separate counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company if:

(i) the employment of separate counsel by the Indemnitee has been previously authorized by the Company;

(ii) the Indemnitee or counsel selected by the Company shall have concluded that there may be a conflict of interest between the Company and the Indemnitee or among Indemnitees jointly represented in the conduct of any such defense; or

(iii) the Company shall not, in fact, have employed counsel, to which Indemnitee has consented as aforesaid, to assume the defense of such Proceeding.

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(c) The Company may participate in the Proceeding at its own expense. The Company will not, without prior written consent of the Indemnitee, effect any settlement of a claim in any threatened or pending Proceeding unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are or were threatened to be made against the Indemnitee in the Proceeding.

11. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case:

(i) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or

(ii) if a Change in Control has not occurred,

(A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,

(B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,

(C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or

(D) if so directed by the Board, by the stockholders of the Company.

If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination.

Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

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(b) If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as follows.

(i) if a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him/her of the identity of the Independent Counsel so selected.

(ii) if a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless he/she shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.

In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

12. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

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(b) Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(c) If the person, persons or entity empowered or selected to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, that

(i) such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and

(ii) the provisions of this Section 12(c) shall not apply (1) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 11(a) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (2) if the determination of entitlement to indemnification is made by Independent Counsel pursuant to Section 11(a) of this Agreement.

(d) The termination of a Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his/her conduct was unlawful.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an

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independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 12(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(f) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

13. REMEDIES OF INDEMNITEE.

(a) If

(i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,

(ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,

(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within 45 days after receipt by the Company of the request for indemnification,

(iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within 10 days after receipt by the Company of a written request therefor, or

(v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his/her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his/her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be

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bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002 or other applicable law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any Action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery.

14. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; SUBROGATION.

(a) The rights provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be an insured under such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. The Company agrees to promptly notify Indemnitee of any material change in any such policy. The Company may, but will not be required to, create a trust fund, grant a security interest or use other means, including, without limitation, a letter of credit, to ensure the payment of such amounts as may be

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necessary to satisfy the obligations to indemnify and advance Expenses pursuant to this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company and Indemnitee shall mutually cooperate and take all reasonable actions to cause such insurers to pay on behalf of the insureds, all amounts payable as a result of such proceeding in accordance with the terms of all applicable policies.

(c) The Company shall be subrogated to the extent of any payment under this Agreement to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, the Certificate of Incorporation, the Bylaws, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other Enterprise.

15. DURATION OF AGREEMENT, SUCCESSORS AND ASSIGNS. This Agreement shall continue until and terminate upon the later of: (a) ten years after Indemnitee has ceased to occupy any positions or have any relationships described in Section 1 of this Agreement; and (b) the final termination of all Actions pending or threatened during such period to which Indemnitee may be subject by reason of Indemnitee’s Corporate Status or by reason of anything done or not done by Indemnitee in any such capacity. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of and be enforceable by Indemnitee and his/her personal and legal representatives, heirs, executors, administrators, distributees, legatees and other successors. This Agreement supersedes any prior indemnification agreements that may have been entered into by the Company and the Indemnitee.

16. SEVERABILITY. If any provision or provisions of this Agreement or any application of any provision hereof shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted

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by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

17. ENFORCEMENT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation of the Company, the Bylaws of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

18. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

19. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

20. NOTICES. Any notices or other communications required or permitted under, or otherwise in connection with this Agreement, shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand for delivery on the next business day) or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or on the next business day if transmitted by national overnight courier, in each case as follows: (i) if to the Company, directed to the Chief Executive Officer and General Counsel at its principal place of business; and (ii) if to the Indemnitee, to such address as set forth below their name on the signature page to this Agreement; or such other persons or addresses as shall be furnished in writing by the Indemnitee to the Company.

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21. CONTRIBUTION. To the fullest extent permissible by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware 19808 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

23. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

24. HEADINGS. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

ANN INC.		Indemnitee
By:
	Name:	Name:
	Title:
		Address:

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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: August 19, 2011	/s/ Kay Krill
	Kay Krill
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Nicholson, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 19, 2011	/s/ Michael J. Nicholson
	Michael J. Nicholson
	Executive Vice President, 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 July 30, 2011 as filed with the Securities and Exchange Commission (the “Report”), we, Kay Krill, Chief Executive Officer of the Company, and Michael J. Nicholson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of each of our knowledge:

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

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

Date: August 19, 2011	/s/ Kay Krill
	Kay Krill
	Chief Executive Officer
Date: August 19, 2011	/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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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Current assets
Cash and cash equivalents	$ 145,178	$ 226,644	$ 262,642
Accounts receivable	29,468	17,501	26,373
Merchandise inventories	213,686	193,625	181,132
Refundable income taxes	26,457	26,631	25,284
Deferred income taxes	25,845	28,145	28,183
Prepaid expenses and other current assets	64,513	57,367	48,163
Total current assets	505,147	549,913	571,777
Property and equipment, net	359,355	332,489	336,598
Deferred income taxes	27,514	31,224	30,415
Other assets	12,348	13,194	8,992
Total assets	904,364	926,820	947,782
Current liabilities
Accounts payable	97,501	97,330	93,375
Accrued salaries and bonus	22,094	29,346	25,372
Current portion of long-term performance compensation	17,835
Accrued tenancy	43,055	42,620	45,432
Gift certificates and merchandise credits redeemable	38,043	49,103	37,697
Accrued expenses and other current liabilities	70,458	63,509	66,427
Total current liabilities	288,986	281,908	268,303
Deferred lease costs	166,300	165,321	166,088
Deferred income taxes	1,040	850	1,455
Long-term performance compensation, less current portion	31,222	32,299	19,092
Other liabilities	22,893	22,997	21,287
Commitments and contingencies
Stockholders' equity
Common stock, $.0068 par value; 200,000,000 shares authorized; 82,563,516, 82,554,516 and 82,554,516 shares issued, respectively	561	561	561
Additional paid-in capital	798,992	801,140	788,624
Retained earnings	539,797	487,691	455,522
Accumulated other comprehensive loss	(2,301)	(2,378)	(3,999)
Treasury stock, 30,324,921, 27,205,853 and 23,509,820 shares, respectively, at cost	(943,126)	(863,569)	(769,151)
Total stockholders' equity	393,923	423,445	471,557
Total liabilities and stockholders' equity	$ 904,364	$ 926,820	$ 947,782

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Common stock, par value	$ 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	82,554,516	82,554,516
Treasury stock, shares	30,324,921	27,205,853	23,509,820

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Income Taxes (Tables)

6 Months Ended

Jul. 30, 2011

Company's Effective Income Tax Rate

The following table presents the Company’s effective income tax rate for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
Effective income tax rate		39.9	%		37.0	%		40.2	%		39.4	%

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Document and Entity Information	6 Months Ended
	Jul. 30, 2011	Aug. 15, 2011
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	ANN
Entity Registrant Name	ANN INC.
Entity Central Index Key	0000874214
Current Fiscal Year End Date	--01-29
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		52,233,298

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) In Thousands	Jul. 30, 2011		Jan. 29, 2011		Jul. 31, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 3,240		$ 2,804		$ 2,237
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	1,073		103
Quoted Prices in Active Markets for Identical Assets (Level 1) | Non-qualified Deferred Compensation Plan Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	1,073	[1]	103	[1]
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	2,167		2,701		2,237
Significant Other Observable Inputs (Level 2) | Non-qualified Deferred Compensation Plan Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	2,167	[1]	2,701	[1]	2,237	[1]
Non-qualified Deferred Compensation Plan Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 3,240	[1]	$ 2,804	[1]	$ 2,237	[1]

[1] The Company maintains a self-directed, non-qualified deferred compensation plan structured as a rabbi trust for certain associates at the vice-president level and above. The investment assets of the rabbi trust are valued using quoted market prices multiplied by the number of shares held in the trust. The classification of prior year amounts was updated to reflect current year classification.

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Debt and Other Financing Arrangements

6 Months Ended

Jul. 30, 2011

Debt and Other Financing Arrangements

7. Debt and Other Financing Arrangements

Credit Facility

On April 23, 2008, the Company’s wholly-owned subsidiary AnnTaylor, Inc. and certain of its subsidiaries entered into a Third 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 its then existing $175 million senior secured revolving credit facility which was due to expire in November 2008. The Credit Facility provides the Company with an option to increase the total facility and the aggregate commitments thereunder up to $350 million, subject to the lenders’ agreement to increase their commitment for the requested amount. The Credit Facility expires on April 23, 2013 and may be used for working capital, letters of credit and other general corporate purposes. The Credit Facility contains an acceleration clause which, upon the occurrence of 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 monthly borrowing base, determined by the application of specified percentages of certain eligible assets. Commercial and standby letters of credit outstanding under the Credit Facility totaled approximately $15.6 million, $17.6 million and $14.1 million as of July 30, 2011, January 29, 2011 and July 31, 2010, respectively, leaving a remaining available balance for loans and letters of credit of $167.1 million, $120.2 million and $140.1 million, respectively. There were no borrowings outstanding under the Credit Facility at July 30, 2011, January 29, 2011, July 31, 2010 or as of the date of this filing.

Amounts outstanding under the Credit Facility bear interest at a rate equal to, at the option of AnnTaylor, Inc., 1) the Base Rate, defined as the higher of (i) the federal funds rate plus a margin of 0.5% and (ii) the Bank of America prime rate, or 2) the LIBOR Rate, plus a margin of 1.25% to 1.75%, depending on the Average Daily Availability as defined in the Credit Facility. In addition, AnnTaylor, Inc. is required to pay the lenders a monthly commitment fee on the unused revolving loan commitment at a rate ranging from 0.325% to 0.375% per annum also depending on the Average Daily Availability. Fees for outstanding commercial and standby letters of credit range from 0.50% to 0.75% and from 1.25% to 1.75%, respectively. The Credit Facility contains financial and other covenants, including limitations on indebtedness and liens, and a fixed charge coverage ratio covenant that is triggered if certain liquidity thresholds are not met.

The Credit Facility permits the Company to pay cash dividends (and permits dividends by AnnTaylor, Inc. to fund such cash dividends) subject to certain Liquidity requirements (as defined in the Credit Facility) and other conditions as set forth in the Credit Facility. Subject, in some cases, to specific exceptions, certain subsidiaries of the Company are also permitted to pay dividends to the Company to fund certain taxes owed by the Company, fund ordinary operating expenses of the Company not in excess of $500,000 in any fiscal year; repurchase common stock held by employees not in excess of $100,000 in any fiscal year and for certain other stated purposes.

The lenders have been granted a pledge of the common stock of AnnTaylor, Inc. and certain of its subsidiaries, and a security interest in substantially all real and personal property (other than leasehold interests) and other assets of AnnTaylor, Inc. and certain of its subsidiaries, as collateral for its obligations under the Credit Facility.

Other

In the second quarter of Fiscal 2010, the Company entered into a vendor financing program (the “Trade Payable Program”) with a financing company. Under the Trade Payable Program, the financing company makes accelerated and discounted payments to the Company’s vendors and the Company, in turn, makes its regularly-scheduled full vendor payments to the financing company. As of July 30, 2011 and January 29, 2011, there was $4.2 million and $3.4 million outstanding, respectively, under the Trade Payable Program, which is included in “Accrued expenses and other current liabilities” on the Company’s Condensed Consolidated Balance Sheets. There were no amounts outstanding under the Trade Payable Program as of July 31, 2010.

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Restructuring Charges - Additional Information (Detail) (USD $) In Thousands	3 Months Ended	6 Months Ended
	Jul. 31, 2010	Jul. 31, 2010
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 758	$ 1,143

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Components of Comprehensive Income/(Loss) (Parenthetical) (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Amortization of actuarial loss, taxes	$ 9	$ 48	$ (30)	$ 96

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Debt and Other Financing Arrangements - Additional Information (Detail) (USD $)	6 Months Ended
	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010	Apr. 23, 2008
Debt Instrument [Line Items]
Maximum common stock held by employees in any fiscal year	$ 100,000
Other arrangements that are included in accrued expenses and other current liabilities	70,458,000	63,509,000	66,427,000
Minimum | Revolving Credit Facility Expiring April 23rd 2013
Debt Instrument [Line Items]
Credit facility additional interest above LIBOR rate	1.25%
Percentage of monthly commitment fee on unused revolving loan commitment	0.325%
Percentage of fees for outstanding commercial letters of credit	0.50%
Percentage of fees for outstanding standby letters of credit	1.25%
Maximum | Revolving Credit Facility Expiring April 23rd 2013
Debt Instrument [Line Items]
Credit facility additional interest above LIBOR rate	1.75%
Percentage of monthly commitment fee on unused revolving loan commitment	0.375%
Percentage of fees for outstanding commercial letters of credit	0.75%
Percentage of fees for outstanding standby letters of credit	1.75%
Revolving Credit Facility Expiring April 23rd 2013
Debt Instrument [Line Items]
Senior secured revolving credit facility				250,000,000
Potential increase in the total facility and the aggregate commitments thereunder				350,000,000
Credit facility outstanding balance	15,600,000	17,600,000	14,100,000
Remaining available balance for loans and letters of credit	167,100,000	120,200,000	140,100,000
Line of Credit Facility interest rate description	Amounts outstanding under the Credit Facility bear interest at a rate equal to, at the option of AnnTaylor, Inc., 1) the Base Rate, defined as the higher of (i) the federal funds rate plus a margin of 0.5% and (ii) the Bank of America prime rate, or 2) the LIBOR Rate, plus a margin of 1.25% to 1.75%, depending on the Average Daily Availability as defined in the Credit Facility.
Credit facility additional interest above federal funds rate	0.50%
Description of debt fee	AnnTaylor, Inc. is required to pay the lenders a monthly commitment fee on the unused revolving loan commitment at a rate ranging from 0.325% to 0.375% per annum also depending on the Average Daily Availability. Fees for outstanding commercial and standby letters of credit range from 0.50% to 0.75% and from 1.25% to 1.75%, respectively.
Line of Credit Facility dividend restrictions	The Credit Facility permits the Company to pay cash dividends (and permits dividends by AnnTaylor, Inc. to fund such cash dividends) subject to certain Liquidity requirements (as defined in the Credit Facility) and other conditions as set forth in the Credit Facility. Subject, in some cases, to specific exceptions, certain subsidiaries of the Company are also permitted to pay dividends to the Company to fund certain taxes owed by the Company, fund ordinary operating expenses of the Company not in excess of $500,000 in any fiscal year; repurchase common stock held by employees not in excess of $100,000 in any fiscal year and for certain other stated purposes.
Revolving Credit Facility Expiring In November 2008
Debt Instrument [Line Items]
Senior secured revolving credit facility				175,000,000
Financing
Debt Instrument [Line Items]
Other arrangements that are included in accrued expenses and other current liabilities	4,200,000	3,400,000
Maximum
Debt Instrument [Line Items]
Maximum operating expense in any fiscal year	$ 500,000

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Basis of Presentation - Additional Information (Detail) (USD $) In Thousands	Jul. 30, 2011	Jan. 29, 2011	Jul. 31, 2010
Basis of Presentation [Line Items]
Liabilities related to long-term performance compensation, which were previously included in "Other liabilities"	$ 31,222	$ 32,299	$ 19,092

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Legal Proceedings

6 Months Ended

Jul. 30, 2011

Legal Proceedings

12. 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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Fair Value Measurements

6 Months Ended

Jul. 30, 2011

Fair Value Measurements

3. Fair Value Measurements

ASC 820-10, Fair Value Measurements and Disclosures, establishes 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 following tables segregate all financial assets and liabilities of the Company as of July 30, 2011, January 30, 2011 and July 31, 2010 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:

	July 30, 2011		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 (1)	$	3,240	$	1,073	$	2,167	$	—
Total assets	$	3,240	$	1,073	$	2,167	$	—
	January 29, 2011		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 (1)	$	2,804	$	103	$	2,701	$	—
Total assets	$	2,804	$	103	$	2,701	$	—

	July 31, 2010		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 (1)	$	2,237	$	—	$	2,237	$	—
Total assets	$	2,237	$	—	$	2,237	$	—

(1) The Company maintains a self-directed, non-qualified deferred compensation plan structured as a rabbi trust for certain associates at the vice-president level and above. The investment assets of the rabbi trust are valued using quoted market prices multiplied by the number of shares held in the trust. The classification of prior year amounts was updated to reflect current year classification.

For the quarter and six months ended July 30, 2011, no non-financial assets or liabilities measured at fair value on a non-recurring basis were impaired. For the quarter and six months ended July 31, 2010, impairment charges related to non-financial assets or liabilities measured at fair value on a non-recurring basis were immaterial.

At July 30, 2011, 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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Summary of Restricted Stock Activity (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jul. 30, 2011 Time-Based Restricted Stock Awards		Jul. 30, 2011 Time-Based Restricted Stock Awards		Jul. 30, 2011 Performance-Based Restricted Stock Awards		Apr. 30, 2011 Performance-Based Restricted Stock Awards
Number of shares
Beginning Balance	603,795		604,846		289,673		281,336
Granted	38,141	[1]	293,173	[2]	181,571	[3]
Vested	(35,076)	[4]	(291,159)	[4]	(189,908)	[4]
Ending Balance	606,860		606,860		281,336		281,336
Weighted - average grant date fair value
Beginning Balance	$ 16.99		$ 9.46		$ 3.13		$ 16.92
Granted	$ 28.22		$ 27.70		$ 27.88
Vested	$ 21.27		$ 11.18		$ 6.37
Ending Balance	$ 17.45		$ 17.45		$ 16.92		$ 16.92

[1] Of this amount, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014 and the remaining 27,641 shares vest in May 2012.

[2] Of this amount, 249,625 shares vest equally in each of March 2012, 2013 and 2014, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014, 5,407 shares vest in March 2014 and the remaining 27,641 shares vest in May 2012.

[3] Of this amount, 135,500 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 75% to 125% 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. The remaining 46,071 of these shares were performance-vesting restricted stock, which vested in March and April 2011 and were earned in connection with over-achievement of Fiscal 2010 performance targets.

[4] Shares returned to cover employee tax withholding obligations are returned to treasury stock.

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Securities Repurchase Program

6 Months Ended

Jul. 30, 2011

Securities Repurchase Program

9. Securities Repurchase Program

On March 8, 2011, the Company’s Board of Directors approved a $200 million expansion of the Company’s existing securities repurchase program (the “Repurchase Program”), bringing the total authorized under the Repurchase Program to $600 million. As of July 30, 2011, approximately $259.1 million remained available under the Repurchase Program. 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. 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. During the quarter ended April 30, 2011, the Company repurchased 4,197,097 shares of its common stock through open market purchases under the Repurchase Program at a cost of $100 million. There were no repurchases made under the Repurchase Program during the quarter ended July 30, 2011, or during the quarter or six months ended July 31, 2010.

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Restructuring Charges (Tables)

6 Months Ended

Jul. 30, 2011

Restructuring Charges and Related Liability Balances

The following tables present detailed information related to restructuring charges recorded during the quarter ended July 31, 2010, and the restructuring-related liability balances as of July 30, 2011 and July 31, 2010:

	Quarter ended July 30, 2011
	Asset Impairment  (1)		Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at April 30, 2011	$	—	$	1,588		$	2,595		$	4,183
Cash payments		—		(988	)		(233	)		(1,221	)
Non-cash adjustments		—		(66	) (2)		(57	) (2)		(123	)
Balance at July 30, 2011	$	—	$	534		$	2,305		$	2,839

	Quarter ended July 31, 2010
	Asset Impairment  (1)			Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at May 1, 2010	$	—		$	821		$	3,395		$	4,216
Restructuring provision		30			238			490			758
Cash payments		—			(545	)		(890	)		(1,435	)
Non-cash adjustments		(30	)		—			(40	)		(70	)
Balance at July 31, 2010	$	—		$	514		$	2,955		$	3,469

(1) Asset impairment charges represent the write-down of store assets to their estimated fair value for those store locations identified for closure under the Company’s Restructuring Program.

(2) Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the quarter ended July 30, 2011, these adjustments were included in “Selling, general and administrative expenses” due to immateriality.

The following tables present detailed information related to restructuring charges recorded during the six months ended July 31, 2010, and the restructuring-related liability balances as of July 30, 2011 and July 31, 2010:

	Six months ended July 30, 2011
	Asset Impairment  (1)			Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at January 29, 2011	$	—		$	2,177		$	3,404		$	5,581
Cash payments		—			(1,464	)		(804	)		(2,268	)
Non-cash adjustments		—			(179	)(2)		(295	)(2)		(474	)
Balance at July 30, 2011	$	—		$	534		$	2,305		$	2,839
	Six months ended July 31, 2010
	Asset Impairment (1)			Severance and Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at January 30, 2010	$	—		$	2,382		$	4,401		$	6,783
Restructuring provision		111			83			949			1,143
Cash payments		—			(1,951	)		(2,262	)		(4,213	)
Non-cash adjustments		(111	)		—			(133	)		(244	)
Balance at July 31, 2010	$	—		$	514		$	2,955		$	3,469

(1) Asset impairment charges represent the write-down of store assets to their estimated fair value for those store locations identified for closure under the Company’s Restructuring Program.

(2) Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the six months ended July 30, 2011, these adjustments were included in “Selling, general and administrative expenses” due to immateriality.

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Income Taxes

6 Months Ended

Jul. 30, 2011

Income Taxes

10. Income Taxes

The following table presents the Company’s effective income tax rate for the quarters and six months ended July 30, 2011 and July 31, 2010:

	Quarter Ended						Six Months Ended
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
Effective income tax rate		39.9	%		37.0	%		40.2	%		39.4	%

The Company’s effective income tax rate increased as compared to the comparable 2010 period, primarily due to changes in the mix of earnings in various state taxing jurisdictions and certain other discrete items.

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Summary of Stock Option Activity (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jul. 30, 2011		Jul. 30, 2011
Stock Options
Options outstanding at beginning of period	4,919,382		4,942,755
Granted	21,000	[1]	520,250	[1]
Exercised	(134,886)	[2]	(654,434)	[2]
Forfeited or expired			(3,075)
Options outstanding at July 30, 2011	4,805,496		4,805,496
Vested and exercisable at July 30, 2011	2,712,504		2,712,504
Options expected to vest at July 30, 2011	1,385,467		1,385,467
Weighted - Average Exercise Price
Options outstanding at beginning of period	$ 21.36		$ 19.46
Granted	$ 27.73	[1]	$ 27.63	[1]
Exercised	$ 9.89	[2]	$ 9.43	[2]
Forfeited or expired			$ 27.32
Options outstanding at July 30, 2011	$ 21.71		$ 21.71
Vested and exercisable at July 30, 2011	$ 25.55		$ 25.55
Options expected to vest at July 30, 2011	$ 17.97		$ 17.97

[1] Options granted during the quarter and six months ended July 30, 2011 vest annually over a three-year period, and expire ten years after the grant date.

[2] Shares issued in connection with option exercises are generally issued from treasury stock.

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Employee Benefits

6 Months Ended

Jul. 30, 2011

Employee Benefits

8. Employee Benefits

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

	Quarter Ended						Six Months Ended
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
	(in thousands)						(in thousands)
Net periodic pension cost:
Interest cost		416			458			832			916
Expected return on plan assets		(428	)		(408	)		(856	)		(816	)
Amortization of actuarial loss		24			128			48			256
Net periodic pension cost	$	12		$	178		$	24		$	356

The Company froze its noncontributory defined benefit pension plan in October 2007. The Company was not required to make and did not make any contributions to its pension plan during the quarters or six months ended July 30, 2011 and July 31, 2010.

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Basis of Presentation

6 Months Ended

Jul. 30, 2011

Basis of Presentation

1. Basis of Presentation

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 2011 interim periods presented in the Condensed Consolidated Financial Statements (unaudited) are not necessarily indicative of results to be expected for Fiscal 2011.

The January 29, 2011 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 January 29, 2011.

On the Condensed Consolidated Balance Sheet at July 31, 2010, approximately $19.1 million of liabilities related to long-term performance compensation, which were previously included in “Other liabilities” are now presented as a separate line item, “Long-term performance compensation, less current portion,” to conform to the July 30, 2011 and January 29, 2011 presentations, which were separately disclosed to comply with applicable balance sheet condensation rules.

Detailed footnote information is not included in this report. 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 January 29, 2011.

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Restructuring Charges

6 Months Ended

Jul. 30, 2011

Restructuring Charges

4. Restructuring Charges

In connection with its multi-year strategic restructuring program (the “Restructuring Program”) launched during the fourth quarter of Fiscal 2007, the Company recognized approximately $0.8 million and $1.2 million in restructuring charges during the quarter and six months ended July 31, 2010, respectively. There were no such charges recorded during the quarter or six months ended July 30, 2011.

The following tables present detailed information related to restructuring charges recorded during the quarter ended July 31, 2010, and the restructuring-related liability balances as of July 30, 2011 and July 31, 2010:

	Quarter ended July 30, 2011
	Asset Impairment  (1)		Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at April 30, 2011	$	—	$	1,588		$	2,595		$	4,183
Cash payments		—		(988	)		(233	)		(1,221	)
Non-cash adjustments		—		(66	) (2)		(57	) (2)		(123	)
Balance at July 30, 2011	$	—	$	534		$	2,305		$	2,839

	Quarter ended July 31, 2010
	Asset Impairment  (1)			Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at May 1, 2010	$	—		$	821		$	3,395		$	4,216
Restructuring provision		30			238			490			758
Cash payments		—			(545	)		(890	)		(1,435	)
Non-cash adjustments		(30	)		—			(40	)		(70	)
Balance at July 31, 2010	$	—		$	514		$	2,955		$	3,469

(1) Asset impairment charges represent the write-down of store assets to their estimated fair value for those store locations identified for closure under the Company’s Restructuring Program.

(2) Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the quarter ended July 30, 2011, these adjustments were included in “Selling, general and administrative expenses” due to immateriality.

The following tables present detailed information related to restructuring charges recorded during the six months ended July 31, 2010, and the restructuring-related liability balances as of July 30, 2011 and July 31, 2010:

	Six months ended July 30, 2011
	Asset Impairment  (1)			Severance and  Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at January 29, 2011	$	—		$	2,177		$	3,404		$	5,581
Cash payments		—			(1,464	)		(804	)		(2,268	)
Non-cash adjustments		—			(179	)(2)		(295	)(2)		(474	)
Balance at July 30, 2011	$	—		$	534		$	2,305		$	2,839
	Six months ended July 31, 2010
	Asset Impairment (1)			Severance and Related Costs			Other Restructuring Costs			Total
	(in thousands)
Balance at January 30, 2010	$	—		$	2,382		$	4,401		$	6,783
Restructuring provision		111			83			949			1,143
Cash payments		—			(1,951	)		(2,262	)		(4,213	)
Non-cash adjustments		(111	)		—			(133	)		(244	)
Balance at July 31, 2010	$	—		$	514		$	2,955		$	3,469

(1) Asset impairment charges represent the write-down of store assets to their estimated fair value for those store locations identified for closure under the Company’s Restructuring Program.

(2) Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the six months ended July 30, 2011, these adjustments were included in “Selling, general and administrative expenses” due to immateriality.

Restructuring-related severance accruals are included in “Accrued salaries and bonus” on the Company’s Condensed Consolidated Balance Sheets as of July 30, 2011, January 29, 2011, and July 31, 2010. Other restructuring-related accruals are included in “Accrued tenancy,” “Accrued expenses and other current liabilities,” and “Other liabilities,” as applicable, on the Company’s Condensed Consolidated Balance Sheets as of July 30, 2011, January 29, 2011, and July 31, 2010.

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Securities Repurchase Program - Additional Information (Detail) (USD $) In Millions, except Share data	3 Months Ended			6 Months Ended
	Jul. 30, 2011	Apr. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010	Mar. 08, 2011
Equity, Class of Treasury Stock [Line Items]
Expansion of Securities Repurchase Program						$ 200
Total authorized under the Securities Repurchase Program						600
Total available for share repurchases under the Securities Repurchase Program	259.1			259.1
Repurchases of Common stock, shares	0	4,197,097	0	4,197,097	0
Repurchases of Common stock, value	$ 0	$ 100	$ 0	$ 100	$ 0

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Share-based Payments - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense recognized	$ 4.7	$ 4.1	$ 10.7	$ 10.5
Weighted-average fair value of options granted	$ 13.08	$ 9.10	$ 13.21	$ 9.29
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, unvested	11.8		11.8
Unrecognized compensation cost, unvested, remaining weighted-average vesting period	2.0		2.0
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, unvested	9.9		9.9
Unrecognized compensation cost, unvested, remaining weighted-average vesting period	2.0		2.0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, unvested	$ 3.7		$ 3.7
Unrecognized compensation cost, unvested, remaining weighted-average vesting period	1.5		1.5

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Net Income Per Share

6 Months Ended

Jul. 30, 2011

Net Income Per Share

5. Net Income Per Share

Basic earnings per share is calculated by dividing net income associated with common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of additional shares of common stock by the Company upon exercise of all outstanding stock options and contingently issuable securities if the effect is dilutive, in accordance with the treasury stock method discussed in ASC 260-10, Earnings Per Share.

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

The following tables present a reconciliation of basic and diluted earnings per share for the quarters and six months ended July 30, 2011 and July 31, 2010, respectively.

	Quarter Ended
	July 30, 2011						July 31, 2010
	(in thousands, except per share amounts)
Basic Earnings per Share	Net Income		Shares		Per Share Amount		Net Income		Shares		Per Share Amount
Net income	$	24,792					$	18,612
Less net income associated with participating securities		421						298
Basic earnings per share	$	24,371		51,277	$	0.48	$	18,314		58,017	$	0.32
Diluted Earnings per Share
Net income	$	24,792					$	18,612
Less net income associated with participating securities		414						294
Effect of dilutive securities				884						796
Diluted earnings per share	$	24,378		52,161	$	0.47	$	18,318		58,813	$	0.31

	Six Months Ended
	July 30, 2011						July 31, 2010
	(in thousands, except per share amounts)
Basic Earnings per Share	Net Income		Shares		Per Share Amount		Net Income		Shares		Per Share Amount
Net income	$	52,106					$	41,228
Less net income associated with participating securities		881						804
Basic earnings per share	$	51,225		51,679	$	0.99	$	40,424		57,711	$	0.70
Diluted Earnings per Share
Net income	$	52,106					$	41,228
Less net income associated with participating securities		865						792
Effect of dilutive securities				946						891
Diluted earnings per share	$	51,241		52,625	$	0.97	$	40,436		58,602	$	0.69

For the quarter and six months ended July 30, 2011, non-participating securities (stock options) representing 1,667,283 and 1,691,658 shares of common stock, respectively, were excluded from the above computations of weighted-average shares for diluted earnings per share due to their antidilutive effect, since their exercise prices exceeded the average market price of the common shares during those periods.

For the quarter and six months ended July 31, 2010, non-participating securities (stock options) representing 3,560,342 and 3,342,123 shares of common stock, respectively, were excluded from the above computations 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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Components of Comprehensive Income/(Loss) (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Net income	$ 24,792	$ 18,612	$ 52,106	$ 41,228
Amortization of actuarial loss, net of taxes of approximately $9 and $48, respectively, and approximately ($30) and $96, respectively	15	79	77	159
Comprehensive income	$ 24,807	$ 18,691	$ 52,183	$ 41,387

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Restructuring Charges and Related Liability Balances (Detail) (USD $) In Thousands	3 Months Ended				6 Months Ended
	Jul. 30, 2011		Jul. 31, 2010		Jul. 30, 2011		Jul. 31, 2010
Restructuring Cost and Reserve [Line Items]
Beginning Balance	$ 4,183		$ 4,216		$ 5,581		$ 6,783
Restructuring provision			758				1,143
Cash payments	(1,221)		(1,435)		(2,268)		(4,213)
Non-cash adjustments	(123)		(70)		(474)		(244)
Ending Balance	2,839		3,469		2,839		3,469
Severance and Related Costs
Restructuring Cost and Reserve [Line Items]
Beginning Balance	1,588		821		2,177		2,382
Restructuring provision			238				83
Cash payments	(988)		(545)		(1,464)		(1,951)
Non-cash adjustments	(66)	[1]			(179)	[2]
Ending Balance	534		514		534		514
Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Beginning Balance	2,595		3,395		3,404		4,401
Restructuring provision			490				949
Cash payments	(233)		(890)		(804)		(2,262)
Non-cash adjustments	(57)	[1]	(40)		(295)	[2]	(133)
Ending Balance	2,305		2,955		2,305		2,955
Asset Impairment
Restructuring Cost and Reserve [Line Items]
Restructuring provision			30	[3]			111	[3]
Non-cash adjustments			$ (30)	[3]			$ (111)	[3]

[1] Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the quarter ended July 30, 2011, these adjustments were included in "Selling, general and administrative expenses" due to immateriality.

[2] Represents adjustments to the restructuring accruals due to changes in accounting estimates. For the six months ended July 30, 2011, these adjustments were included in "Selling, general and administrative expenses" due to immateriality.

[3] Asset impairment charges represent the write-down of store assets to their estimated fair value for those store locations identified for closure under the Company's Restructuring Program.

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Summary of Stock Option Activity (Parenthetical) (Detail)	3 Months Ended	6 Months Ended
	Jul. 30, 2011	Jul. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted vesting period	3Y	3Y
Options granted expiration period	10Y	10Y

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Company's Effective Income Tax Rate (Detail)	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Income Taxes [Line Items]
Effective income tax rate	39.90%	37.00%	40.20%	39.40%

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Net Income Per Share - Additional Information (Detail) (Nonparticipating Stock Option Securities)	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Nonparticipating Stock Option Securities
Earnings Per Share Disclosure [Line Items]
Securities excluded from the computations of earnings per share	1,667,283	3,560,342	1,691,658	3,342,123

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 30, 2011

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

The following tables segregate all financial assets and liabilities of the Company as of July 30, 2011, January 30, 2011 and July 31, 2010 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:

	July 30, 2011		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 (1)	$	3,240	$	1,073	$	2,167	$	—
Total assets	$	3,240	$	1,073	$	2,167	$	—
	January 29, 2011		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 (1)	$	2,804	$	103	$	2,701	$	—
Total assets	$	2,804	$	103	$	2,701	$	—

	July 31, 2010		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 (1)	$	2,237	$	—	$	2,237	$	—
Total assets	$	2,237	$	—	$	2,237	$	—

(1) The Company maintains a self-directed, non-qualified deferred compensation plan structured as a rabbi trust for certain associates at the vice-president level and above. The investment assets of the rabbi trust are valued using quoted market prices multiplied by the number of shares held in the trust. The classification of prior year amounts was updated to reflect current year classification.

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Share-based Payments

6 Months Ended

Jul. 30, 2011

Share-based Payments

6. Share-based Payments

Stock Incentive Plans

During the quarter and six months ended July 30, 2011, the Company recognized approximately $4.7 million and $10.7 million, respectively, of share-based compensation expense. During the quarter and six months ended July 31, 2010, the Company recognized approximately $4.1 million and $10.5 million, respectively, of share-based compensation expense. As of July 30, 2011, there was $11.8 million, $9.9 million, and $3.7 million of unrecognized compensation cost related to unvested stock options, unvested restricted stock awards, and unvested restricted unit awards, respectively, which is expected to be recognized over a remaining weighted-average vesting period of 2.0 years, 2.0 years, and 1.5 years, respectively. During the quarter and six months ended July 30, 2011, shares underlying stock award grants and option exercises were generally issued out of treasury stock.

Stock Options

The following table summarizes stock option activity for the quarter and six months ended July 30, 2011:

	Quarter Ended					Six Months Ended
	July 30, 2011					July 30, 2011
	Shares			Weighted - Average Exercise Price		Shares			Weighted - Average Exercise Price
Options outstanding at beginning of period		4,919,382		$	21.36		4,942,755		$	19.46
Granted (1)		21,000			27.73		520,250			27.63
Exercised (2)		(134,886	)		9.89		(654,434	)		9.43
Forfeited or expired		—			—		(3,075	)		27.32
Options outstanding at July 30, 2011		4,805,496			21.71		4,805,496			21.71
Vested and exercisable at July 30, 2011		2,712,504		$	25.55		2,712,504		$	25.55
Options expected to vest at July 30, 2011		1,385,467		$	17.97		1,385,467		$	17.97

(1) Options granted during the quarter and six months ended July 30, 2011 vest annually over a three-year period, and expire ten years after the grant date.

(2) Shares issued in connection with option exercises are generally issued from treasury stock.

The weighted-average fair value of options granted during the quarters ended July 30, 2011 and July 31, 2010, estimated as of the grant date using the Black-Scholes option pricing model, was $13.08 and $9.10 per share, respectively. The weighted-average fair value of options granted during the six months ended July 30, 2011 and July 31, 2010, estimated as of the grant date using the Black-Scholes option pricing model, was $13.21 and $9.29 per share, respectively.

The fair value of options granted under the Company’s stock plans was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Quarter Ended						Six Months Ended
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
Expected volatility		56.3	%		62.3	%		57.1	%		54.9	%
Risk-free interest rate		1.6	%		1.6	%		1.8	%		2.2	%
Expected life (years)		4.54			4.65			4.54			4.65
Dividend yield		—			—			—			—

The Company estimates the volatility of its common stock at the date of grant based on an average of its historical volatility and the implied volatility of publicly traded options on its common stock.

Restricted Stock

The following table summarizes restricted stock activity for the quarter ended July 30, 2011:

	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 April 30, 2011		603,795		$	16.99		281,336	$	16.92
Granted		38,141	(1)		28.22		—		—
Vested		(35,076	)(2)		21.27		—		—
Restricted stock awards at July 30, 2011		606,860			17.45		281,336		16.92

(1) Of this amount, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014 and the remaining 27,641 shares vest in May 2012.

(2) Shares returned to cover employee tax withholding obligations are returned to treasury stock.

The following table summarizes restricted stock activity for the six months ended July 30, 2011:

	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 January 29, 2011		604,846		$	9.46		289,673		$	3.13
Granted		293,173	(1)		27.70		181,571	(2)		27.88
Vested		(291,159	)(3)		11.18		(189,908	)(3)		6.37
Restricted stock awards at July 30, 2011		606,860			17.45		281,336			16.92

(1) Of this amount, 249,625 shares vest equally in each of March 2012, 2013 and 2014, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014, 5,407 shares vest in March 2014 and the remaining 27,641 shares vest in May 2012.

(2) Of this amount, 135,500 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 75% to 125% 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. The remaining 46,071 of these shares were performance-vesting restricted stock, which vested in March and April 2011 and were earned in connection with over-achievement of Fiscal 2010 performance targets.

(3) Shares returned to cover employee tax withholding obligations are returned to treasury stock.

Restricted Units

The following table summarizes restricted unit activity for the six months ended July 30, 2011:

	Time - Based					Performance - Based
	Number of Shares			Weighted - Average Grant Date Fair Value		Number of Shares			Weighted - Average Grant Date Fair Value
Restricted unit awards at January 29, 2011		284,500		$	19.58		169,500		$	19.58
Vested		(94,813	)(1)		19.58		(56,496	)(1)		19.58
Restricted unit awards at July 30, 2011		189,687			19.58		113,004			19.58

(1) Shares issued from treasury stock.

There was no restricted unit activity during the quarter ended July 30, 2011.

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Share-based Payments (Tables)

6 Months Ended

Jul. 30, 2011

Summary of Stock Option Activity

The following table summarizes stock option activity for the quarter and six months ended July 30, 2011:

	Quarter Ended					Six Months Ended
	July 30, 2011					July 30, 2011
	Shares			Weighted - Average Exercise Price		Shares			Weighted - Average Exercise Price
Options outstanding at beginning of period		4,919,382		$	21.36		4,942,755		$	19.46
Granted (1)		21,000			27.73		520,250			27.63
Exercised (2)		(134,886	)		9.89		(654,434	)		9.43
Forfeited or expired		—			—		(3,075	)		27.32
Options outstanding at July 30, 2011		4,805,496			21.71		4,805,496			21.71
Vested and exercisable at July 30, 2011		2,712,504		$	25.55		2,712,504		$	25.55
Options expected to vest at July 30, 2011		1,385,467		$	17.97		1,385,467		$	17.97

(1) Options granted during the quarter and six months ended July 30, 2011 vest annually over a three-year period, and expire ten years after the grant date.

(2) Shares issued in connection with option exercises are generally issued from treasury stock.

Weighted-Average Assumptions

The fair value of options granted under the Company’s stock plans was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Quarter Ended						Six Months Ended
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
Expected volatility		56.3	%		62.3	%		57.1	%		54.9	%
Risk-free interest rate		1.6	%		1.6	%		1.8	%		2.2	%
Expected life (years)		4.54			4.65			4.54			4.65
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 quarter ended July 30, 2011:

	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 April 30, 2011		603,795		$	16.99		281,336	$	16.92
Granted		38,141	(1)		28.22		—		—
Vested		(35,076	)(2)		21.27		—		—
Restricted stock awards at July 30, 2011		606,860			17.45		281,336		16.92

(1) Of this amount, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014 and the remaining 27,641 shares vest in May 2012.

(2) Shares returned to cover employee tax withholding obligations are returned to treasury stock.

The following table summarizes restricted stock activity for the six months ended July 30, 2011:

	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 January 29, 2011		604,846		$	9.46		289,673		$	3.13
Granted		293,173	(1)		27.70		181,571	(2)		27.88
Vested		(291,159	)(3)		11.18		(189,908	)(3)		6.37
Restricted stock awards at July 30, 2011		606,860			17.45		281,336			16.92

(1) Of this amount, 249,625 shares vest equally in each of March 2012, 2013 and 2014, 7,000 shares vest equally in each of May 2012, 2013 and 2014, 3,500 shares vest equally in each of June 2012, 2013 and 2014, 5,407 shares vest in March 2014 and the remaining 27,641 shares vest in May 2012.

(2) Of this amount, 135,500 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 75% to 125% 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. The remaining 46,071 of these shares were performance-vesting restricted stock, which vested in March and April 2011 and were earned in connection with over-achievement of Fiscal 2010 performance targets.

(3) Shares returned to cover employee tax withholding obligations are returned to treasury stock.

Restricted Stock Units

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

The following table summarizes restricted unit activity for the six months ended July 30, 2011:

	Time - Based					Performance - Based
	Number of Shares			Weighted - Average Grant Date Fair Value		Number of Shares			Weighted - Average Grant Date Fair Value
Restricted unit awards at January 29, 2011		284,500		$	19.58		169,500		$	19.58
Vested		(94,813	)(1)		19.58		(56,496	)(1)		19.58
Restricted unit awards at July 30, 2011		189,687			19.58		113,004			19.58

(1) Shares issued from treasury stock.

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Summary of the Components of Net Periodic Pension Cost (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Net periodic pension cost:
Interest cost	$ 416	$ 458	$ 832	$ 916
Expected return on plan assets	(428)	(408)	(856)	(816)
Amortization of actuarial loss	24	128	48	256
Net periodic pension cost	$ 12	$ 178	$ 24	$ 356

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Reconciliations of Basic and Diluted Share Calculations (Detail) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Earnings Per Share Disclosure [Line Items]
Net income	$ 24,792	$ 18,612	$ 52,106	$ 41,228
Weighted Average Number of Shares Outstanding, Diluted
Weighted average shares outstanding	51,277	58,017	51,679	57,711
Effect of dilutive securities	884	796	946	891
Weighted average shares outstanding assuming dilution	52,161	58,813	52,625	58,602
Basic Earnings per Share
Basic earnings per share	$ 0.48	$ 0.32	$ 0.99	$ 0.70
Diluted Earnings per Share
Diluted earnings per share	$ 0.47	$ 0.31	$ 0.97	$ 0.69
Earnings Per Share, Basic
Earnings Per Share Disclosure [Line Items]
Net income	24,792	18,612	52,106	41,228
Less net income associated with participating securities	421	298	881	804
Net Income Available to Common Stockholders, Basic	24,371	18,314	51,225	40,424
Earnings Per Share, Diluted
Earnings Per Share Disclosure [Line Items]
Net income	24,792	18,612	52,106	41,228
Less net income associated with participating securities	414	294	865	792
Net Income Available to Common Stockholders, Diluted	$ 24,378	$ 18,318	$ 51,241	$ 40,436

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010
Operating activities:
Net income	$ 52,106	$ 41,228
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	6,230	659
Depreciation and amortization	47,992	49,467
Loss on disposal and write-down of property and equipment	533	942
Stock-based compensation	10,702	10,547
Non-cash interest and other non-cash items	228	(539)
Non-cash restructuring charges		244
Tax benefit from exercise/vesting of stock awards	6,483	4,844
Changes in assets and liabilities:
Accounts receivable	(11,937)	(4,343)
Merchandise inventories	(20,061)	(12,785)
Prepaid expenses and other current assets	(7,146)	(2,899)
Refundable income taxes	174	(355)
Other non-current assets and liabilities, net	15,227	(3,755)
Accounts payable and accrued expenses	(30,533)	(15,711)
Net cash provided by operating activities	69,998	67,544
Investing activities:
Purchases of marketable securities	(550)	(506)
Sales of marketable securities and short-term investments	84	6,061
Purchases of property and equipment	(61,542)	(19,005)
Net cash used for investing activities	(62,008)	(13,450)
Financing activities:
Proceeds from the issuance of common stock pursuant to the Associate Discount Stock Purchase Plan	1,189	1,221
Proceeds from exercise of stock options	6,532	1,752
Excess tax benefits from stock-based compensation	7,691	1,627
Repurchases of common and restricted stock	(104,921)	(5,380)
Repayments of fixed asset financing and capital lease obligations	(810)	(447)
Change in trade payable program obligation, net	863	4,422
Proceeds from fixed asset financing and capital leases		862
Net cash (used for)/provided by financing activities	(89,456)	4,057
Net (decrease)/increase in cash	(81,466)	58,151
Cash and cash equivalents, beginning of period	226,644	204,491
Cash and cash equivalents, end of period	145,178	262,642
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	640	742
Cash paid during the period for income taxes	22,463	29,057
Property and equipment acquired through capital lease		767
Accrual for purchases of property and equipment	$ 25,890	$ 11,582

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Employee Benefits (Tables)

6 Months Ended

Jul. 30, 2011

Summary of the Components of Net Periodic Pension Cost

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

	Quarter Ended						Six Months Ended
	July 30, 2011			July 31, 2010			July 30, 2011			July 31, 2010
	(in thousands)						(in thousands)
Net periodic pension cost:
Interest cost		416			458			832			916
Expected return on plan assets		(428	)		(408	)		(856	)		(816	)
Amortization of actuarial loss		24			128			48			256
Net periodic pension cost	$	12		$	178		$	24		$	356

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Comprehensive Income (Tables)

6 Months Ended

Jul. 30, 2011

Components of Comprehensive Income/(Loss)

The components of comprehensive income are shown below:

	Quarter Ended				Six Months Ended
	July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
	(in thousands)
Net income	$	24,792	$	18,612	$	52,106	$	41,228
Amortization of actuarial loss, net of taxes of approximately $9 and $48, respectively, and approximately ($30) and $96, respectively		15		79		77		159
Comprehensive income	$	24,807	$	18,691	$	52,183	$	41,387

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Recent Accounting Pronouncements

6 Months Ended

Jul. 30, 2011

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

Recently Issued Standards

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 amends ASC 220-10, Comprehensive Income, and requires that all changes in comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, and also requires the presentation of reclassification adjustments on the face of the financial statements from other comprehensive income to net income. ASU 2011-05 is effective for the first interim or annual reporting period beginning on or after December 15, 2011. Early adoption is permitted. The Company is in the process of evaluating ASU 2011-05 and its impact on the presentation of the Company’s Condensed Consolidated Financial Statements.

Recently Adopted Standards

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures. ASU 2010-06 amended ASC 820-10, Fair Value Measurements and Disclosures, and requires new disclosures surrounding certain fair value measurements. ASU 2010-06 became effective for the first interim or annual reporting period beginning on or after December 15, 2009, except for certain disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements, which became effective for the first interim and annual reporting periods beginning on or after December 15, 2010. During Fiscal 2009, the Company early adopted the disclosure requirements effective for the first interim or annual reporting period beginning on or after December 15, 2009. The Company adopted the remaining disclosure requirements in the first quarter of Fiscal 2011. The adoption of the remaining disclosure requirements of ASU 2010-06 did not have any impact on the Company’s Condensed Consolidated Financial Statements or notes thereto.

In October 2009, the FASB issued ASU 2009-13, Multiple Deliverable Revenue Arrangements. ASU 2009-13 amended ASC 605-10, Revenue Recognition, and addresses accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit, and provides guidance on how to measure and allocate arrangement consideration to one or more units of accounting. ASU 2009-13 became effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company adopted ASU 2009-13 during the first quarter of Fiscal 2011. The adoption of ASU 2009-13 did not have any impact on the Company’s Condensed Consolidated Financial Statements.

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Comprehensive Income

6 Months Ended

Jul. 30, 2011

Comprehensive Income

11. Comprehensive Income

The components of comprehensive income are shown below:

	Quarter Ended				Six Months Ended
	July 30, 2011		July 31, 2010		July 30, 2011		July 31, 2010
	(in thousands)
Net income	$	24,792	$	18,612	$	52,106	$	41,228
Amortization of actuarial loss, net of taxes of approximately $9 and $48, respectively, and approximately ($30) and $96, respectively		15		79		77		159
Comprehensive income	$	24,807	$	18,691	$	52,183	$	41,387

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Weighted-Average Assumptions (Detail)	3 Months Ended		6 Months Ended
	Jul. 30, 2011 Year	Jul. 31, 2010 Year	Jul. 30, 2011 Year	Jul. 31, 2010 Year
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	56.30%	62.30%	57.10%	54.90%
Risk-free interest rate	1.60%	1.60%	1.80%	2.20%
Expected life (years)	4.54	4.65	4.54	4.65
Dividend yield

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Net Income Per Share (Tables)

6 Months Ended

Jul. 30, 2011

Reconciliations of Basic and Diluted Share Calculations

The following tables present a reconciliation of basic and diluted earnings per share for the quarters and six months ended July 30, 2011 and July 31, 2010, respectively.

	Quarter Ended
	July 30, 2011						July 31, 2010
	(in thousands, except per share amounts)
Basic Earnings per Share	Net Income		Shares		Per Share Amount		Net Income		Shares		Per Share Amount
Net income	$	24,792					$	18,612
Less net income associated with participating securities		421						298
Basic earnings per share	$	24,371		51,277	$	0.48	$	18,314		58,017	$	0.32
Diluted Earnings per Share
Net income	$	24,792					$	18,612
Less net income associated with participating securities		414						294
Effect of dilutive securities				884						796
Diluted earnings per share	$	24,378		52,161	$	0.47	$	18,318		58,813	$	0.31

	Six Months Ended
	July 30, 2011						July 31, 2010
	(in thousands, except per share amounts)
Basic Earnings per Share	Net Income		Shares		Per Share Amount		Net Income		Shares		Per Share Amount
Net income	$	52,106					$	41,228
Less net income associated with participating securities		881						804
Basic earnings per share	$	51,225		51,679	$	0.99	$	40,424		57,711	$	0.70
Diluted Earnings per Share
Net income	$	52,106					$	41,228
Less net income associated with participating securities		865						792
Effect of dilutive securities				946						891
Diluted earnings per share	$	51,241		52,625	$	0.97	$	40,436		58,602	$	0.69

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jul. 30, 2011	Jul. 31, 2010	Jul. 30, 2011	Jul. 31, 2010
Net sales	$ 558,201	$ 483,472	$ 1,081,829	$ 959,653
Cost of sales	251,400	217,398	475,076	410,688
Gross margin	306,801	266,074	606,753	548,965
Selling, general and administrative expenses	265,125	235,421	519,158	479,220
Restructuring charges		758		1,143
Operating income	41,676	29,895	87,595	68,602
Interest income	98	111	333	337
Interest expense	531	480	811	885
Income before income taxes	41,243	29,526	87,117	68,054
Income tax provision	16,451	10,914	35,011	26,826
Net income	$ 24,792	$ 18,612	$ 52,106	$ 41,228
Earnings per share:
Basic earnings per share	$ 0.48	$ 0.32	$ 0.99	$ 0.70
Weighted average shares outstanding	51,277	58,017	51,679	57,711
Diluted earnings per share	$ 0.47	$ 0.31	$ 0.97	$ 0.69
Weighted average shares outstanding, assuming dilution	52,161	58,813	52,625	58,602

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Summary of Restricted Stock Activity (Parenthetical) (Detail)	3 Months Ended		6 Months Ended
	Jul. 30, 2011		Jul. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vesting period	3Y		3Y
Share Vesting In May 2012 May 2013 And May 2014 | Time-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares expected to vest	7,000		7,000
Share Vesting In June 2012 June 2013 And June 2014 | Time-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares expected to vest	3,500		3,500
Share Vesting In May 2012 | Time-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares expected to vest	27,641		27,641
Share Vesting In March 2012 March 2013 And March 2014 | Time-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares expected to vest			249,625
Share Vesting In March 2014 | Time-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares expected to vest			5,407
Share Vesting Over Three Year Period | Performance-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares expected to vest			135,500
Share Vesting In March And April 2011 | Performance-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested			46,071
Time-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested	35,076	[1]	291,159	[1]
Performance-Based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards vesting period			3Y
Vested			189,908	[1]
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage grantees earn of the value granted with respect to each tranche of the grant			75.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage grantees earn of the value granted with respect to each tranche of the grant			125.00%

[1] Shares returned to cover employee tax withholding obligations are returned to treasury stock.

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Summary of Restricted Unit Activity (Detail) (USD $)	6 Months Ended
	Jul. 30, 2011
Time Lapse Restricted Units
Number of shares
Beginning Balance	284,500
Vested	(94,813)	[1]
Ending Balance	189,687
Weighted - average grant date fair value
Beginning Balance	$ 19.58
Vested	$ 19.58
Ending Balance	$ 19.58
Performance Based Restricted Units
Number of shares
Beginning Balance	169,500
Vested	(56,496)	[1]
Ending Balance	113,004
Weighted - average grant date fair value
Beginning Balance	$ 19.58
Vested	$ 19.58
Ending Balance	$ 19.58

[1] Shares issued from treasury stock.