ANN INC.

(NYSE: ANN)

Contents
Overview of the Company Human Resource Corporate Social Responsibility References

Introduction
Ann Inc. is an American group of Specialty apparel retail chain stores for women, headquartered in New York City . Founded in 1954 The stores offer classic styled suits, separates, dresses, shoes and accessories. The brand is marketed under fTheir divisions: Ann Taylor, LOFT, Ann Taylor Factory and LOFT Outlet

Brief History
Richard Liebeskind, the founder of Ann Taylor, opened his first store in 1954. The first Ann Taylor store (Store 0001) was opened two years later in New Haven, Connecticut. "Ann Taylor" was the name of a best-selling dress at the founder's father's store. Both the best-selling dress and the name Ann Taylor were given by the father to his son, Richard Liebeskind, for good luck.

Liebeskind decided to go with the name Ann Taylor because Ann was considered a very New England name, and Taylor evoked the image of tailored clothing. The name supposedly created the ideal identity of classic women's apparel. As of Jan 2012, they operate 953 retail stores in 46 states, the District of Columbia and Puerto Rico, comprised of 280 Ann Taylor stores, 500 LOFT stores, 99 Ann Taylor Factory stores and 74 LOFT Outlet stores.

Employees
As of January 28, 2012, they had approximately 19,900 employees, of which approximately 2,000 were full-time salaried employees, 2,000 were full-time hourly employees and 15,900 were part-time hourly employees working less than 30 hours per week. None of their employees are represented by a labor union. They believe that their relationship with their employees is good.

Their reliance on key management and their ability to retain and attract qualified associates
Their success depends to a significant extent upon both the continued services of their current executive and senior management team, as well as their ability to attract, hire, motivate and retain qualified management talent in the future.
Their senior executive officers have substantial experience and expertise in the retail business and have made significant contributions to the growth and success of their brands. Competition for key executives in the retail industry is intense, and their operations could be adversely affected if they cannot retain their key executives or if they fail to attract additional qualified individuals. Their performance also depends in large part on the talents and contributions of engaged and skilled associates in all areas of their organization.

Personal Conduct of Employees

Their reputation rests not on periodic audits by lawyers and accountants, but on their associates and directors integrity and conduct every day in the workplace. As an associate or director of ANN, one is expected to uphold the highest standards of professionalism in the workplace and in the conduct of Company business. These standards are reflected in their Values & Practices.

Ethical behavior on the job essentially comes down to honesty and fairness in dealing with clients, vendors, competitors and the public, as well as with your fellow associates and directors.
Their basic belief in respect for the individual has led to a strict regard for the privacy and dignity of each associate and director. However, when ones personal conduct adversely affects work performance, that of other associates, or the legitimate interests of the Company, it is of proper concern to ANN. Employment by ANN is employment at will, subject to the laws of ones state and country of employment. Employment at will means that you and ANN each have the right to terminate your employment at any time with or without notice and with or without cause.

Work Environment at ANN

ANN strives to provide all associates with a healthy, safe, and productive work environment and is committed to eliminating recognized hazards from the workplace. Associates are required to comply with all applicable federal, state, and local health and safety laws, and all related Company practices, including the maintenance and security practices. Associate Handbook, Human Resources General Practices and the Practices & Procedures Guide for stores, in the Distribution Center Associate Handbook for the LDC, and in other ANN guides available to associates. Associates are also required to report any unsafe conditions, hazards, broken equipment or machinery, and accidents in accordance with the relevant practices in these guides. ANNs work climate must also be free from discrimination and harassment based on race, color, religion, citizenship or alien status, national origin, ancestry, age, sex, sexual orientation, gender identity, genetic information, marital status, pregnancy, physical or mental disability, veteran status, any other factor unrelated to job requirements or job status, and any other category protected by federal and/or applicable state law.

Work Environment at ANN contd.

In order to provide equal employment and advancement opportunities to all individuals, employment decisions at ANN will be based on merit, qualifications and abilities. This practice applies to all aspects of employment, including, but not limited to, recruiting, hiring, job assignment, promotion, compensation, discipline, separation, and access to benefits and training. The Company will not tolerate any discriminatory behavior, sexual advances, actions, comments, or any other conduct in the workplace that creates, in the judgment of ANN management, an intimidating or otherwise offensive environment. Nor will the Company tolerate the use of racial or religious slurs, or any other remarks, jokes, or conduct that encourages or permits an offensive work environment.

Work Environment at ANN contd.

The Company will not tolerate any threats or acts of retaliation or retribution against associates who use these complaint channels in good faith. All complaints of any such conduct will be investigated promptly and, to the extent possible, confidentially. Other examples of activities that are prohibited because they are not conducive to a positive work environment and they impede the Company's ability to operate effectively and efficiently are: threats, violent behavior, and the use, distribution, sale, purchase or possession of any illegal drugs or any other controlled substances (except for approved medical purposes). Associates may not be on ANN premises or represent ANN if they are under the influence of or are affected by illegal drugs or alcohol, or any substance that interferes with or impairs the associate's personal safety or the safety of others. Associates who engage in these prohibited activities in the work environment will be subject to disciplinary action, up to and including separation.

Privacy
ANN collects and maintains personal information about all associates that relates to employment, including medical and benefits information, addresses, and telephone numbers.

Access to such information is restricted to Company personnel and agents who need to know this information to conduct Company business.
Personal information about an associate is released outside ANN or its agents only with the associates approval, except to verify employment or to satisfy legitimate investigative or legal requirements. Associates who are responsible for maintaining personal information and those who are provided access to such information are required to ensure that the information is not disclosed in violation of ANN practices. Personal items, messages, or information that you consider to be private should not be placed or kept in Company telephone systems, computer systems (including electronic mail), hand held devices, offices, work spaces, desks, credenzas, filing cabinets or lockers. These areas are all ANN property and Company management may gain access to these areas at any time without notice. However, for reasons other than legitimate business purposes, associates should not search for or retrieve articles from another associates workspace without the prior approval of management.

Leaving ANN INC.

If one leaves the Company for any reason, including retirement, he/she may not disclose or misuse ANN confidential information and must return all Company property to the Company (including training manuals, reference binders, guidebooks, files,memoranda, reports and client records).

 In essence, ANN expects Its employees to obey the law and to deal fairly and honestly in all their business relationships.

In most cases, applying the principles requires only common sense, honesty, and good judgment.

Benefits for Employees

FOR HEALTH

MEDICAL ANN INC. offers a medical plan for their full-time Associates and eligible dependents. The plan allows full-time Associates to access care from the provider of their choice or from a network of providers. Prescription drug costs are also covered under the plan.
DENTAL ANN INC. offers a dental plan for their full-time Associates and eligible dependents. The programs allow full-time Associates to use a dentist of their choice or select from a list of dentists in the network. Orthodontic services are also covered. VISION ANN INC. offers a vision plan for their full-time Associates and eligible dependents, which includes eye exams, lenses (including contacts) and frames.

ELIGIBLE DEPENDENTS Full-time Associates can enroll their eligible dependents in the medical, dental, and vision plans. Eligible dependents include spouse, same or opposite sex domestic partner, children, and their domestic partner's children.

FOR FAMILY PAID TIME OFF ANN INC. provides paid time off for vacation, personal days and sick days to all eligible full-time Associates. In order to meet the needs of the business during the busy retail seasons, specific vacation blackout periods may apply.

ADOPTION ASSISTANCE PROGRAM ANN INC. full-time Associates may be reimbursed for a portion of the expenses incurred as a result of an adoption. This benefit is available to full-time Associates who work at least 30 hours per week.
FOR PEACE OF MIND

LIFE INSURANCE Benefits-eligible Associates are eligible for life insurance in the amount of one and one-half times their annual salary. Associates may purchase additional coverage, and can purchase life insurance for their spouse or domestic partner.
ACCIDENTAL DEATH AND DISMEMBERMENT Full-time Associates are eligible for Accidental Death and Dismemberment (AD&D) coverage. Full-time Associates have the opportunity to purchase additional coverage for themselves and/or their family. DISABILITY ANN INC. offers a Short-Term Disability Plan to full-time Associates at no cost. Long-Term Disability is available to salaried full-time Associates who choose to enroll in the program as well.

FOR GROWTH 401(K) SAVINGS PROGRAM Through this plan, Associates can save a percentage of their pay with pre-tax dollars, Both 401(k) dollars, and/or after-tax dollars. After one year of service, we provide company-matching contributions up to a maximum of 4.5% of pay. ASSOCIATE DISCOUNT STOCK PURCHASE PLAN This plan allows Associates to purchase ANN INC. Common Stock through payroll deductions at a 15% discount. FOR CONVENIENCE DEPENDENT CARE FLEXIBLE SPENDING ACCOUNT ANN INC. provides a dependent care flexible spending account for benefits-eligible Associates. The account can be used to pay for expenses, including day care, nursery school, and summer day camp. HEALTH CARE FLEXIBLE SPENDING ACCOUNT ANN INC. provides a health care flexible spending account for benefits-eligible Associates. The account can be used to pay for health care expenses including deductibles, co-pays, vision expenses, dental expenses, and over-the-counter medications. TRANSPORTATION REIMBURSEMENT INCENTIVE PROGRAM (TRIP) ANN INC. provides Associates with the opportunity to set aside money from their paycheck on a pre-tax basis to pay for eligible commuting expenses each month.

FOR STYLE
ASSOCIATE DISCOUNT ANN INC. offers a generous Associate discount of 50% off all full-priced products and 20% off non-full priced products. The merchandise may be purchased in stores or online. ANN INC. extends discount privileges to the Associate, his or her spouse or domestic partner, and authorized eligible dependents.

ANNTAYLOR INC PENSION PLAN

It is a Defined Benefit Plan providing retirees with a predetermined monthly retirement benefit upon reaching a specific age. The retirement benefit paid to a retiree is typically calculated using a formula which often employs years of credited service under the plan and salary information. Benefits under this type of plan are often referred to as accrued benefits. This type of plan does not maintain individual accounts for employees. It is important to remember that under this type of plan, the Alternate Payee is typically not awarded a lump sum cash payment from the Plan. It is usually a requirement of the Plan that the amount awarded to the Alternate Payee be expressed in terms of a monthly benefit payable for either the lifetime of the Participant or the Alternate Payee. Details Anntaylor, Inc. Pension Plan 401k plan has $29.1 Million net assets end of year, which is drastically more than the average for all Company 401k Plans. The plan has been in effect since 7/1/1989, and is a Single-Employer. Participants Anntaylor, Inc. Pension Plan's 401k plan has 2,301 active participants, which is drastically more than the average for all Company 401k Plans. The Anntaylor, Inc. Pension Plan 401k plan has 21 retired or separated participants receiving benefits, which is significantly more than the average for all Company 401k Plans.

Compensation Plan
To attract and retain highly talented executives with the desire to reward executives primarily for achieving performance targets. For this, competitive compensation program with a fixed component of total compensation and a larger incentive-based component designed to motivate and reward executives for contributions to the advancement of our key business objectives. Total compensation to the executive falls between the 50 th and 75 th percentile of the comparator group, based on the latest, publicly-available compensation information for that group. Total compensation includes the sum of base salary, short-term cash incentive compensation, long-term cash incentive compensation and equity incentive compensation. If the Companys performance exceeds target levels, total compensation to the executive may exceed the 75th percentile. If the Company, however, fails to achieve its targeted objectives, total compensation may fall below the 50 th percentile of the comparator group to a range generally between the 25 th and 50 th percentile. They may set target compensation above the 75 th percentile on an ad hoc basis to attract or retain key executive officers.

They use both equity and cash incentive-based compensation. Short-term incentive compensation to reward executives for the Companys achievement of short-term goals and long-term incentive compensation to incent them to drive consistent long-term performance.

Short-term incentive compensation is paid in cash and our long-term incentive compensation is comprised of both cash and equity components.
The components of long-term equity incentive compensation granted to our Named Executive Officers in fiscal year 2011 included: Performance-vesting restricted stock: to incent key executives to achieve the Companys performance goals, recognize them for their contribution to the achievement of those goals, and to provide them with value tied to share price; Time-vesting restricted stock : to provide key executives with value directly tied to share price and encourage their retention; Time-vesting stock options : to compensate executives through the appreciation in the Companys stock price and also encourage their retention.

The Compensation Committee annually reviews the allocation between the short- and long-term and cash and equity elements of compensation and determines the allocation based on the Companys current business goals and competitive market practices.

Corporate Social Responsibility

Overview of the Initiatives

At ANN INC., they know that business and communities are intimately connected. Their brands reflect their passion for playing an active role in making the world a better place. Through their charitable arm, ANN Cares, they develop campaigns that engage, inspire and connect our clients and their associates with the charities they support. In 2011, more than $2.9 million was raised for The Breast Cancer Research Foundation (BCRF) through their Ann Taylor Cares Card and LOFT Cares Card programs and products, bringing our total contribution since 2005 to more than $9.4 million. For the past five years, ANN INC. has participated in the St. Jude Childrens Research Hospital Thanks and Giving campaign, where their associates and customers recently helped raise more than $4.1 million for St. Jude, a 46% increase over last year. The Companys cumulative donation to St. Jude totals more than $10 million since 2007. In 2011, they partnered with Vital Voices, an international womens leadership organization, to proudly launch the ANNpower Vital Voices Initiative. They are investing in and empowering young women from across the U.S. to have an impact in their communities and begin their journey as the next generation of global leaders. To learn more,

Green initiative
They are committed to minimizing their impact on the environment, conserving energy, eliminating waste and developing more efficient approaches to their operations. They are pleased to announce their new corporate goal to reduce green house gas (GHG) emissions by 8% per square foot by 2015. They have many programs to help them get there, including using new technologies and leveraging the power of their passionate associates. They hold themselves accountable to their corporate responsibility commitments and regularly share their progress on their CSR website, ResponsiblyANN. Reporting on their performance is another way they build sustainability into their business and throughout the ResponsiblyANN site they provide detailed information on their programs.

Product journey
ANN INC.s supply chain is a complex network that links together companies and workers from across the globe to provide the materials and labor to make the products their clients love. They strive to incorporate their high standards for social and environmental performance into every step of the process, from responsibly sourcing raw materials to selling the garment at their stores. Their supliers are expected to drive high performance standards and they work only with Suppliers that share their commitments and values.

Mills
Mills spin and weave raw materials into high quality fabrics used for their garments. They are proud to work with mills that have strong sustainability practices. They work with the mills to drive responsible sourcing practices. One example of this is their commitment to banning the use of Uzbek Cotton in their fabrics. They have a robust animal welfare policy in place to guide their raw material selections. they adhere to a strict no fur policy and verify that all faux fur is synthetic. It is critically important for us that the raw materials used in their products are safe for their clients end use. To protect their clients and the environment, they have a restricted substances list and a rigorous testing protocol in place to make sure that all materials being used by their Suppliers are safe. They share energy efficiency best practices with mills to help them recognize and capture the business benefits of sustainability.

Fabric to Garment
They strongly believe that the quality of their products begins with the treatment of the people who manufacture them and the environmental performance of the factories. They have developed a range of activities and programs to continuously drive improved performance. All factories must be pre-approved in their rigorous approval process and adhere to their Global Supplier Principles and Guidelines. They work with their Suppliers to improve facility conditions through monitoring and actively address social compliance issues when they arise. They align their CSR and Sourcing department goals around compliance performance They work with their strategic Suppliers to drive compliance improvements through their AT CONNECT program. They work with Suppliers by helping them recognize and capture the business benefits of energy efficiency. Women make up a majority of workers in their Suppliers factories, and they believe that womens health is important to the sustainability of the communities in which they do business. They work to improve the lives of these women by funding health training To protect the rights of factory workers, they have strict policies against slavery and human trafficking .

Logistics and Distribution system

Their Distribution Center in Louisville Kentucky has made great strides in reducing its environmental impacts. In fact, their Distribution Center has significantly reduced its energy use and recycles the majority of its cardboard waste. They focus on minimizing their emissions during the shipping process. The vast majority of their products travel by boat to their Distribution Center in Louisville. Packaging provides a great opportunity for waste reduction. They are continuously looking for ways to reduce their cardboard packaging while still protecting their product in the shipping process. They have instituted a number of initiatives that have reduced the amount of plastic they use in packaging. They have decreased the number of garments shipped in individual poly bags and have phased out button bags on their garments where possible

Building sustainability

Making products ethically

Working with suppliers Transparency and open, ongoing communication between ANN INC. and their Suppliers is essential to meeting their commitment to responsible sourcing. They engage with Suppliers at each step in the process to drive social compliance and place business with those Suppliers that demonstrate the best social compliance performance

Their supply chain

They strongly believe that the quality of their products begins with the treatment of the people who manufacture them. This belief is inherent in their values and consistent with their clients expectations for ethically sourced products.

Protecting the Environment

Environment Management
At ANN INC., environmental responsibility is inherent in how they do business, and they are constantly looking for new opportunities to reduce their environmental impacts. Their efforts to date are inspired by their clients expectations for high environmental standards, and are founded on a commitment to building sustainability into their business. They have also demonstrated, through cost savings and new innovations, that protecting the environment makes good business sense.

Energy and Carbon

Energy and carbon management is a priority for ANN INC. Through their energy management projects, they are working to improve efficiencies, reduce costs and help mitigate the risks of climate change.

These projects include measuring their carbon footprint, educating their teams on actions to improve performance, setting goals, tracking progress and working with their Suppliers on their practices.

Waste
Minimizing waste is important to their clients, associates and Company. At ANN INC., they work to reduce waste wherever possible, whether its decreasing the amount of packaging that their product is shipped in, or reducing the amount of waste they generate at their offices.

Sustainable Materials
They have started to incorporate more sustainable materials wherever possible, including in their marketing paper and new store designs. Shopping Bags ANN INC. has eliminated the use of plastic shopping bags, and will soon provide new shopping bags at their LOFT and Ann Taylor stores with 40% post consumer waste (PCW). Life Cycle Assessment Tool They use a proprietary Life Cycle Assessment (LCA) tool that evaluates different packaging and hanger material options. Their LCA tool continues to provide key information to their procurement teams when making business decisions and helps us measure the impacts of those decisions. Marketing Paper As part of their efforts to increase their sustainable procurement activities, they have taken a closer look at the paper used for direct mail marketing to their clients. They now primarily source Forest Stewardship Council certified paper for their marketing products and strive to include post consumer waste in their content.

They Care About Communities

Caring about women

As a national womens retailer, ANN INC. is dedicated to women and the causes that matter most to them. They are active in the fight against breast cancer through their support of The Breast Cancer Research Foundation. They also demonstrate their commitment to women and girls through various womens health and empowerment organizations. They are committed partners with The Breast Cancer Research Foundation (BCRF) and dedicated to making a difference in the fight against Breast Cancer. During Breast Cancer Awareness season, they offer the Ann Taylor Cares and LOFT Cares Cards in all of their stores, enabling clients to join the fight with them. Ninety percent of the purchase price of every card sold is donated to BCRF to fund research. Every year, the Ann Taylor and LOFT brands offer unique products and opportunities to engage associates and enable clients to support the cause. Through this partnership, their clients and associates have donated $10 million since 2005. The Companys annual contribution fully funds 13 BCRF researcher grants that support groundbreaking studies across the U.S. and in Canada.

Caring about Children

They are committed to making a difference in the lives of children who struggle with catastrophic illnesses or are economically underprivileged. They demonstrate this commitment through their partnership with St. Jude Childrens Research Hospital, their support of New York City organizations, as well as their involvement with the Kids In Need Foundation. St. Jude Childrens Research Hospital is internationally recognized for its pioneering work in finding cures and saving children in communities everywhere. Since 2007 they have partnered with St. Jude during the holiday season by participating in the St. Jude Thanks and Giving campaign. They encourage their clients to join us during the giving season and support the children of St. Jude by adding a donation at checkout. In addition to a corporate contribution, their associates support St. Jude through donations of holiday gifts for patients and monetary contributions. Through their collective efforts, they raised nearly $4.2 million in 2011, bringing their total support for the past five years to more than $11 million. Kids in Need Foundation Their LOFT brand is committed to supporting educators in their efforts to make a difference for their nations children. Through LOFT Loves Teachers, they are proud to be a national sponsor of the Kids In Need Foundation Teacher Grants Program. The mission of the Kids In Need Foundation is to ensure that every child is prepared to learn and succeed by providing free school supplies to students most in need. To date, they have distributed $50,000 annually to support more than 300 projects, benefiting almost 30,000 students across the U.S.

Caring about their Associates

They invest in their associates by providing them with the support and tools they need to be successful at work and in their personal lives. In 2009, the Philippines was hit by a massive typhoon, pouring down a months worth of rain in 12 hours, triggering landslides and flooding and displacing more than 450,000 people. Unfortunately, several of their own associates and their families as well as their Suppliers were among the impacted group. their associates stepped in to provide urgent support for these families through corporate and associate donations. Additionally, their associates from Hong Kong and the Philippines participated in the distribution of food to those affected associates. In response to the Haiti earthquake relief effort, Company was proud to partner with Fashion Delivers to donate samples and merchandise. The Company was able to collect and donate a total of 745 clothing items. In addition, Company designated a special piece of jewellery to sell to raise money for the relief effort, and ultimately donated 30 percent of all February 2010 purchases of this item to the Red Cross. They take advantage of their corporate sample sale events to not only properly dispose of non-saleable product samples, but also allow their associates to share in rallying support for charitable initiatives.

Caring for the Planet

In support of their charitable work, they engage with several organizations that help minimize environmental impacts while helping those in need. The Company is proud to partner with Goodwill Industries on national and local levels in support of rehabilitation, youth service, temporary job placement services and employment training services programs. In 2011, the Company donated almost 1,000 boxes of clothing and textiles to Goodwill Industries of Greater New York and Northern New Jersey, Inc. To celebrate Earth Month in their corporate office locations, they host events for associates to donate their personal items for collection by Goodwill Industries.

Each year, the company donates materials such as office supplies, vases, glassware, body forms, rugs, pillows, buttons, threads, pins and zippers to Materials for the Arts, a program run by the New York City Department of Cultural Affairs that provides public school teachers and members of non-profit arts and cultural groups with materials for use in classrooms and visual or performing arts productions.
Their store associates are passionate about ANN INC.s charitable programs. One store is particularly passionate about both going green and contributing to St. Jude Childrens Research Hospital. The team diligently collects all of their bottles, cans and office paper in blue bins that are kept in the break room. Once a month, the stores Green Captain takes the items to a recycling facility and exchanges them for money that is donated to St. Jude at the end of the year. The Green Captain also posts inspirational quotes and statistics about recycling to help keep the team energized throughout the year.

Social compliance
They want their clients to feel good about their purchases and be confident they were produced in a socially responsible manner. Thats one of the reasons why they go beyond unannounced monitoring of their suppliers to develop the long-term relationships that are the foundation needed to create real change and to improve the lives of the workers who make their beautiful clothing and accessories. They care about the workers who make their products, the majority of whom are women. They are proud to announce our participation in BSRs HER project, a major global initiative to continue to positively impact the lives of the women in their supply chain. HER provides in-factory womens health education, a key issue for women in developing countries where there is often a lack of awareness regarding womens health issues and how to lead healthier lives.

References
www.annpower.org www.ResponsiblyANN.com www.anncareers.com http://401k-plans.findthebest.com/l/305130/Anntaylor-Inc-Pension-Plan http://www.qdrodesk.com/plans/ANNTAYLOR-INC-PENSION-PLAN5473.shtml http://www.anncareers.com/assets/media/career-growth/214429-PARTTIME%20BENEFITS%20OVERVIEW-PAGE_2_ONLY-v3.pdf http://google.brand.edgaronline.com/EFX_dll/EDGARpro.dll?FetchFilingHTML1?ID=8528740&Sessio nID=W59dF6nEJq3qoJ7#D319528DDEF14A_HTM_TOC319528_12

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