##### Table of Contents





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 October 31, 2009

Or



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







|                       |  |                                                                 |  |                                   
|---------------------- |  | --------------------------------------------------------------- |  | ----------------------------------
|Commission File Number |  | Registrant, State of Incorporation Address and Telephone Number |  | I.R.S. Employer Identification No.
|001-32927              |  |                                                                 |  | 22-2894486                        

J.CREW GROUP, INC.

(Incorporated in Delaware)





770 Broadway

New York, New York 10003

Telephone: (212) 209-2500





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  x    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).    Yes   ̈    No   ̈

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  | x |  | 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  x

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



|                                       |  |                                 
|-------------------------------------- |  | --------------------------------
|Common Stock                           |  | Outstanding at November 23, 2009
|Common Stock, $.01 par value per share |  | 63,583,475 shares               









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##### Table of Contents

J.CREW GROUP, INC.

TABLE OF CONTENTS  FORM 10-Q



|                              |  |                                                                                                                                                 |  |           
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|                              |  |                                                                                                                                                 |  | PageNumber
|PART I. FINANCIAL INFORMATION |  |                                                                                                                                                
|                              |  |                                                                                                                                                
|Item 1.                       |  | Condensed Consolidated Financial Statements                                                                                                     |  |           
|                              |  |                                                                                                                                                
|                              |  | Condensed Consolidated Balance Sheets at October 31, 2009 and January 31, 2009 (unaudited)                                                      |  | 3         
|                              |  |                                                                                                                                                
|                              |  | Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended October 31, 2009
 and November 1, 2008 (unaudited) |  | 4         
|                              |  |                                                                                                                                                
|                              |  | Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended October 31, 2009 and November
 1, 2008 (unaudited)              |  | 6         
|                              |  |                                                                                                                                                
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                                                  |  | 7         
|                              |  |                                                                                                                                                
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                           |  | 11        
|                              |  |                                                                                                                                                
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                      |  | 19        
|                              |  |                                                                                                                                                
|Item 4.                       |  | Controls and Procedures                                                                                                                         |  | 19        
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                                                
|                              |  |                                                                                                                                                
|Item 1.                       |  | Legal Proceedings                                                                                                                               |  | 19        
|                              |  |                                                                                                                                                
|Item 1A                       |  | Risk Factors                                                                                                                                    |  | 19        
|                              |  |                                                                                                                                                
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                     |  | 19        
|                              |  |                                                                                                                                                
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                                                 |  | 20        
|                              |  |                                                                                                                                                
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                                             |  | 20        
|                              |  |                                                                                                                                                
|Item 5.                       |  | Other Information                                                                                                                               |  | 20        
|                              |  |                                                                                                                                                
|Item 6.                       |  | Exhibits                                                                                                                                        |  | 20        



2



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|------- | -------------------------------------------

J.CREW GROUP, INC.

Condensed Consolidated
Balance Sheets

(unaudited)

(in thousands, except share data)



|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | -------- | - | --------------- | - | -------- | -
|                                                                                                                                                    |  | October 31,2009 |          |   | January 31,2009 |  
|Assets                                                                                                                                              |  |                 |          |   |                 |   |          |  
|Cash and cash equivalents                                                                                                                           |  | $               | 246,785  |   |                 | $ | 146,430  |  
|Merchandise inventories                                                                                                                             |  |                 | 223,894  |   |                 |   | 187,044  |  
|Prepaid expenses and other current assets                                                                                                           |  |                 | 30,027   |   |                 |   | 34,926   |  
|Income taxes receivable                                                                                                                             |  |                 |         |   |                 |   | 23,116   |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Total current assets                                                                                                                                |  |                 | 500,706  |   |                 |   | 391,516  |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Property and equipment  at cost                                                                                                                    |  |                 | 376,539  |   |                 |   | 344,952  |  
|Less accumulated depreciation and amortization                                                                                                      |  |                 | (178,453 | ) |                 |   | (143,277 | )
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|                                                                                                                                                    |  |                 | 198,086  |   |                 |   | 201,675  |  
|Deferred income taxes, net                                                                                                                          |  |                 | 8,180    |   |                 |   | 8,862    |  
|Other assets                                                                                                                                        |  |                 | 11,503   |   |                 |   | 11,756   |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Total assets                                                                                                                                        |  | $               | 718,475  |   |                 | $ | 613,809  |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Liabilities and Stockholders Equity                                                                                                                |  |                 |          |   |                 |   |          |  
|Accounts payable                                                                                                                                    |  | $               | 117,823  |   |                 | $ | 119,719  |  
|Other current liabilities                                                                                                                           |  |                 | 91,291   |   |                 |   | 83,889   |  
|Federal and state income taxes                                                                                                                      |  |                 | 731      |   |                 |   |         |  
|Deferred income taxes, net                                                                                                                          |  |                 | 4,049    |   |                 |   | 4,049    |  
|Current portion of long-term debt                                                                                                                   |  |                 | 1,028    |   |                 |   | 800      |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Total current liabilities                                                                                                                           |  |                 | 214,922  |   |                 |   | 208,457  |  
|Long-term debt                                                                                                                                      |  |                 | 98,458   |   |                 |   | 99,200   |  
|Deferred credits                                                                                                                                    |  |                 | 69,015   |   |                 |   | 73,815   |  
|Other liabilities                                                                                                                                   |  |                 | 6,817    |   |                 |   | 7,388    |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Total liabilities                                                                                                                                   |  |                 | 389,212  |   |                 |   | 388,860  |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Stockholders equity:                                                                                                                               |  |                 |          |   |                 |   |          |  
|Common stock ($.01 par value; 200,000,000 shares authorized; 64,864,684 and 63,791,590 shares issued; 63,573,819 and 62,529,563
shares outstanding) |  |                 | 649      |   |                 |   | 637      |  
|Additional paid-in capital                                                                                                                          |  |                 | 607,203  |   |                 |   | 585,003  |  
|Accumulated deficit                                                                                                                                 |  |                 | (274,166 | ) |                 |   | (357,091 | )
|Treasury stock, at cost (1,290,865 and 1,262,027 shares held)                                                                                       |  |                 | (4,423   | ) |                 |   | (3,600   | )
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Total stockholders equity                                                                                                                          |  |                 | 329,263  |   |                 |   | 224,949  |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  
|Total liabilities and stockholders equity                                                                                                          |  | $               | 718,475  |   |                 | $ | 613,809  |  
|                                                                                                                                                    |  |                 |          |   |                 |   |          |  

See notes to unaudited condensed consolidated financial statements.



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J.CREW GROUP, INC.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except for per share
data)



|                                                         |  |                      |         |                 |   |        
|-------------------------------------------------------- |  | -------------------- | ------- | --------------- | - | -------
|                                                         |  | Thirteen weeks ended
|                                                         |  | October 31,2009      |         | November 1,2008
|Revenues:                                                |  |                      |         |                 |   |        
|Net sales                                                |  | $                    | 405,546 |                 | $ | 352,682
|Other                                                    |  |                      | 8,563   |                 |   | 10,398 
|                                                         |  |                      |         |                 |   |        
|Total revenues                                           |  |                      | 414,109 |                 |   | 363,080
|Cost of goods sold, including buying and occupancy costs |  |                      | 213,682 |                 |   | 212,212
|                                                         |  |                      |         |                 |   |        
|Gross profit                                             |  |                      | 200,427 |                 |   | 150,868
|Selling, general and administrative expenses             |  |                      | 125,241 |                 |   | 118,321
|                                                         |  |                      |         |                 |   |        
|Income from operations                                   |  |                      | 75,186  |                 |   | 32,547 
|Interest expense  net                                   |  |                      | 1,052   |                 |   | 570    
|                                                         |  |                      |         |                 |   |        
|Income before income taxes                               |  |                      | 74,134  |                 |   | 31,977 
|Provision for income taxes                               |  |                      | 30,265  |                 |   | 12,936 
|                                                         |  |                      |         |                 |   |        
|Net income                                               |  | $                    | 43,869  |                 | $ | 19,041 
|                                                         |  |                      |         |                 |   |        
|Net income per share:                                    |  |                      |         |                 |   |        
|Basic                                                    |  | $                    | 0.70    |                 | $ | 0.31   
|                                                         |  |                      |         |                 |   |        
|Diluted                                                  |  | $                    | 0.67    |                 | $ | 0.30   
|                                                         |  |                      |         |                 |   |        
|Weighted average shares outstanding:                     |  |                      |         |                 |   |        
|Basic                                                    |  |                      | 62,775  |                 |   | 61,878 
|                                                         |  |                      |         |                 |   |        
|Diluted                                                  |  |                      | 65,223  |                 |   | 64,078 
|                                                         |  |                      |         |                 |   |        

See notes to unaudited condensed consolidated financial statements.



4



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J.CREW GROUP, INC.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except for per share data)



|                                                         |  |                         |           |                 |   |          
|-------------------------------------------------------- |  | ----------------------- | --------- | --------------- | - | ---------
|                                                         |  | Thirty-nine weeks ended
|                                                         |  | October 31,2009         |           | November 1,2008
|Revenues:                                                |  |                         |           |                 |   |          
|Net sales                                                |  | $                       | 1,088,883 |                 | $ | 1,008,217
|Other                                                    |  |                         | 28,551    |                 |   | 31,716   
|                                                         |  |                         |           |                 |   |          
|Total revenues                                           |  |                         | 1,117,434 |                 |   | 1,039,933
|Cost of goods sold, including buying and occupancy costs |  |                         | 623,844   |                 |   | 591,447  
|                                                         |  |                         |           |                 |   |          
|Gross profit                                             |  |                         | 493,590   |                 |   | 448,486  
|Selling, general and administrative expenses             |  |                         | 350,924   |                 |   | 331,360  
|                                                         |  |                         |           |                 |   |          
|Income from operations                                   |  |                         | 142,666   |                 |   | 117,126  
|Interest expense  net                                   |  |                         | 3,207     |                 |   | 4,370    
|                                                         |  |                         |           |                 |   |          
|Income before income taxes                               |  |                         | 139,459   |                 |   | 112,756  
|Provision for income taxes                               |  |                         | 56,535    |                 |   | 45,091   
|                                                         |  |                         |           |                 |   |          
|Net income                                               |  | $                       | 82,924    |                 | $ | 67,665   
|                                                         |  |                         |           |                 |   |          
|Net income per share:                                    |  |                         |           |                 |   |          
|Basic                                                    |  | $                       | 1.33      |                 | $ | 1.10     
|                                                         |  |                         |           |                 |   |          
|Diluted                                                  |  | $                       | 1.29      |                 | $ | 1.06     
|                                                         |  |                         |           |                 |   |          
|Weighted average shares outstanding:                     |  |                         |           |                 |   |          
|Basic                                                    |  |                         | 62,406    |                 |   | 61,588   
|                                                         |  |                         |           |                 |   |          
|Diluted                                                  |  |                         | 64,317    |                 |   | 64,127   
|                                                         |  |                         |           |                 |   |          

See notes to unaudited condensed consolidated financial statements.



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J.CREW GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)



|                                                                       |  |                         |         |   |                 |   |         |  
|---------------------------------------------------------------------- |  | ----------------------- | ------- | - | --------------- | - | ------- | -
|                                                                       |  | Thirty-nine weeks ended |        
|                                                                       |  | October 31,2009         |         |   | November 1,2008 |  
|Cash flows from operating activities:                                  |  |                         |         |   |                 |   |         |  
|Net income                                                             |  | $                       | 82,924  |   |                 | $ | 67,665  |  
|Adjustments to reconcile to net cash provided by operating activities: |  |                         |         |   |                 |   |         |  
|Depreciation and amortization of property and equipment                |  |                         | 39,621  |   |                 |   | 29,638  |  
|Amortization of deferred financing costs                               |  |                         | 1,025   |   |                 |   | 1,788   |  
|Share-based compensation                                               |  |                         | 9,449   |   |                 |   | 6,862   |  
|Deferred income taxes                                                  |  |                         | 682     |   |                 |   | 5,061   |  
|Excess tax benefit from share-based compensation plans                 |  |                         | (6,939  | ) |                 |   | (13,424 | )
|Changes in operating assets and liabilities:                           |  |                         |         |   |                 |   |         |  
|Merchandise inventories                                                |  |                         | (36,850 | ) |                 |   | (91,615 | )
|Prepaid expenses and other current assets                              |  |                         | 4,899   |   |                 |   | (2,947  | )
|Other assets                                                           |  |                         | (772    | ) |                 |   | 17      |  
|Accounts payable and other liabilities                                 |  |                         | 706     |   |                 |   | 26,710  |  
|Federal and state income taxes                                         |  |                         | 30,203  |   |                 |   | 16,364  |  
|                                                                       |  |                         |         |   |                 |   |         |  
|Net cash provided by operating activities                              |  |                         | 124,948 |   |                 |   | 46,119  |  
|                                                                       |  |                         |         |   |                 |   |         |  
|Cash flow from investing activities:                                   |  |                         |         |   |                 |   |         |  
|Capital expenditures                                                   |  |                         | (36,032 | ) |                 |   | (59,378 | )
|                                                                       |  |                         |         |   |                 |   |         |  
|Cash flows from financing activities:                                  |  |                         |         |   |                 |   |         |  
|Repayments of long-term debt                                           |  |                         | (514    | ) |                 |   | (25,000 | )
|Excess tax benefit from share-based compensation plans                 |  |                         | 6,939   |   |                 |   | 13,424  |  
|Proceeds from share-based compensation plans                           |  |                         | 5,837   |   |                 |   | 8,156   |  
|Repurchase of common shares                                            |  |                         | (823    | ) |                 |   | (375    | )
|                                                                       |  |                         |         |   |                 |   |         |  
|Net cash provided by (used in) financing activities                    |  |                         | 11,439  |   |                 |   | (3,795  | )
|                                                                       |  |                         |         |   |                 |   |         |  
|Increase (Decrease) in cash and cash equivalents                       |  |                         | 100,355 |   |                 |   | (17,054 | )
|Cash and cash equivalents  beginning of period                        |  |                         | 146,430 |   |                 |   | 131,510 |  
|                                                                       |  |                         |         |   |                 |   |         |  
|Cash and cash equivalents  end of period                              |  | $                       | 246,785 |   |                 | $ | 114,456 |  
|                                                                       |  |                         |         |   |                 |   |         |  
|Supplemental cash flow information:                                    |  |                         |         |   |                 |   |         |  
|Income taxes paid                                                      |  | $                       | 35,326  |   |                 | $ | 32,368  |  
|                                                                       |  |                         |         |   |                 |   |         |  
|Interest paid                                                          |  | $                       | 1,466   |   |                 | $ | 4,061   |  
|                                                                       |  |                         |         |   |                 |   |         |  

See notes to unaudited condensed consolidated financial statements.



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J.CREW GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Thirteen and thirty-nine weeks ended October 31, 2009 and November 1, 2008

(Dollars in thousands, unless otherwise indicated)

1. Basis of Presentation

The condensed consolidated financial statements presented herein include the accounts of J.Crew Group, Inc. and its wholly
owned subsidiaries (the Company or Group). All significant intercompany balances and transactions are eliminated in consolidation.

The condensed consolidated balance sheet as of October 31, 2009, the condensed consolidated statements of operations for the thirteen and thirty-nine weeks ended October 31, 2009 and
November 1, 2008, and the condensed consolidated statements of cash flows for the thirty-nine weeks ended October 31, 2009 and November 1, 2008 have been prepared by the Company and have not been audited. In the opinion of
management, all adjustments, consisting of only normal recurring adjustments necessary for the fair presentation of the financial position, results of operations and cash flows, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted
accounting principles has been condensed or omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the consolidated financial statements filed in the Companys Annual
Report on Form 10-K for the fiscal year ended January 31, 2009 (fiscal 2008).

The results of operations for
the thirteen and thirty-nine weeks ended October 31, 2009 are not necessarily indicative of the operating results for the full fiscal year.

2. ShareBased Compensation

A summary of the impact of share-based awards on financial condition and
results of operations is as follows:



|                                                          |  |                      |       |                         |   |                 |  |                 |       |  |   |       
|--------------------------------------------------------- |  | -------------------- | ----- | ----------------------- | - | --------------- |  | --------------- | ----- |  | - | ------
|                                                          |  | Thirteen Weeks Ended |       | Thirty-nine Weeks Ended
|                                                          |  | October 31,2009      |       | November 1,2008         |   | October 31,2009 |  | November 1,2008
|Share-based compensation(1)                               |  | $                    | 3,398 |                         | $ | 2,632           |  | $               | 9,449 |  | $ | 6,862 
|                                                          |  |                      |       |                         |   |                 |  |                 |       |  |   |       
|Proceeds from exercise of stock options                   |  | $                    | 3,295 |                         | $ | 503             |  | $               | 5,024 |  | $ | 7,325 
|Proceeds from issuance of common stock under ASPP         |  |                      |      |                         |   |                |  |                 | 813   |  |   | 831   
|                                                          |  |                      |       |                         |   |                 |  |                 |       |  |   |       
|Total proceeds from share-based compensation plans(2)     |  | $                    | 3,295 |                         | $ | 503             |  | $               | 5,837 |  | $ | 8,156 
|                                                          |  |                      |       |                         |   |                 |  |                 |       |  |   |       
|Excess tax benefit from share-based compensation plans(2) |  | $                    | 4,923 |                         | $ | 702             |  | $               | 6,939 |  | $ | 13,424
|                                                          |  |                      |       |                         |   |                 |  |                 |       |  |   |       



|(1) | included in selling, general and administrative expenses
|--- | --------------------------------------------------------

|(2) | included in stockholders equity
|--- | --------------------------------

During the thirty-nine weeks ended October 31, 2009, the Company issued 1,335,796 stock options with a weighted average grant date fair value of $9.07. These options become exercisable with a weighted average exercise price of $16.97
over the requisite service period. The Company also issued 326,247 performance and service-based restricted shares with a weighted average grant date fair value of $17.11. There have been no significant changes subsequent to the end of fiscal 2008
in the methods or assumptions used to measure share-based awards.

3. Income Taxes

Group files a consolidated federal income tax return, which includes all of its wholly owned subsidiaries. Each subsidiary files separate, or
combined where required, state tax returns in required jurisdictions. Tax years ending January 2004 through January 2006 are currently under audit by the IRS. Various state and local jurisdiction tax authorities are in the process of examining
income tax returns of Groups subsidiaries for various tax years ranging from 2002 to 2007. The results of these audits are not expected to have a significant effect on the results of operations or financial position.

The Company has $6.8 million in unrecognized tax benefits, reflected in other liabilities, including interest and penalties. The amount, if
recognized, that would affect the effective tax rate is $3.7 million. While the Company expects the amount of unrecognized tax benefits to change in the next twelve months, the change is not expected to have a significant effect on the estimated
effective annual tax rate, the results of operations or financial position.



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J.CREW GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

Thirteen and thirty-nine weeks ended October 31, 2009 and November 1, 2008

(Dollars in thousands, unless otherwise indicated)



It is the Companys policy to recognize interest income and expense related to
income taxes as a component of interest expense, and penalties as a component of selling, general and administrative expenses. The amount of interest and penalties accrued at October 31, 2009 was $1.2 million.

4. Debt and Credit Agreements

Debt

Long-term debt consists of the following:



|                     |  |                 |        |   |                 |   |         |  
|-------------------- |  | --------------- | ------ | - | --------------- | - | ------- | -
|                     |  | October 31,2009 |        |   | January 31,2009 |  
|Term loan            |  | $               | 99,486 |   |                 | $ | 100,000 |  
|Less current portion |  |                 | (1,028 | ) |                 |   | (800    | )
|                     |  |                 |        |   |                 |   |         |  
|Long-term debt       |  | $               | 98,458 |   |                 | $ | 99,200  |  
|                     |  |                 |        |   |                 |   |         |  

On May 15, 2006 (the Closing Date), J.Crew Operating Corp.
(Operating), as borrower, J.Crew Group, Inc., and certain of Operatings direct and indirect subsidiaries, as guarantors, entered into a Credit and Guaranty Agreement (the Credit and Guaranty Agreement) with certain
lenders named therein as lenders, Goldman Sachs Credit Partners L.P. (GSCP) and Bear, Stearns & Co. Inc. as joint lead arrangers and joint bookrunners, GSCP as administrative agent and collateral agent, Bear Stearns Corporate
Lending Inc. as syndication agent and Wachovia Bank, National Association as documentation agent.

The total amount of the
term loan (the Term Loan) borrowed by Operating under the Credit and Guaranty Agreement on the Closing Date was $285.0 million. Borrowings bear interest, at the Companys option, at the base rate plus a margin of 0.75% or at LIBOR
plus a margin of 1.75% per annum. All borrowings will mature on May 15, 2013.

Operating is required to make the
following principal payments based upon certain conditions as set forth in the Term Loan: (i) 1% per annum of the original principal balance, reduced by principal payments, of the Term Loan due in quarterly installments and (ii) an amount
equal to 50% of excess cash flow, as defined in the agreement, due within 90 days of the fiscal year-end.

Credit
Agreements

Credit Facility

On May 4, 2007, J.Crew Group, Inc. and certain of its subsidiaries, as guarantors, and Operating and certain of its subsidiaries, as borrowers, entered into a Second Amended and Restated Credit
Agreement (the Credit Facility) with Citicorp USA, Inc. (Citicorp), as administrative agent, Citicorp, as collateral agent, and Bank of America, N.A. and Wachovia Bank, National Association, as syndication agents.

The Credit Facility provides for revolving loans and letters of credit of up to $200 million (which amount may be increased up to $250
million subject to certain conditions) at floating interest rates based on the base rate, as defined, plus a margin of up to 0.25% or LIBOR plus a margin ranging from 1.0% to 1.25%. The margin is based upon quarterly excess availability levels
specified in the Credit Facility. The total amount of availability is limited to the sum of: (a) 100% of qualified cash, (b) 90% of eligible receivables, (c) the lesser of 90% of eligible inventory and 92.5% of the net recovery
percentage of inventories (as determined by periodic inventory appraisals) for the period August 1 through December 31, or 90% of the net recovery percentage of inventories for the period January 1 through July 31, (d) 65%
of the fair market value of eligible real estate, and (e) less any reserves established by Citicorp. The Credit Facility matures on May 4, 2013.

Borrowings under the Credit Facility are guaranteed by J.Crew Group, Inc., and certain of its subsidiaries, and are secured by a perfected first priority security interest in substantially all of J.Crew
Group, Inc.s, assets and the assets of certain of its subsidiaries. The Credit Facility includes restrictions on the ability of Operating and certain of its subsidiaries to incur additional indebtedness and liens, pay dividends or make other
distributions, make investments, dispose of assets and merge. If excess availability under the Credit Facility is less than $20 million at any time, then the Companys fixed charge coverage ratio for the most recently ended period of four
consecutive fiscal quarters may not be less than 1.10 to 1.00 for that period. Operating has at all times been in compliance with all financial covenants.

If an event of default occurs under the Credit Facility, the lenders may declare all amounts outstanding under the Credit Facility immediately due and payable. In such event, the lenders may exercise any
rights and remedies they may have by law or agreement, including the ability to cause all or any part of the collateral securing the Credit Facility to be sold.

There were no short-term borrowings during the first nine months of fiscal 2009. Outstanding standby letters of credit were $6.0 million and excess availability, as defined, under the Credit Facility was
$194.0 million at October 31, 2009.



8



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##### Table of Contents

J.CREW GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

Thirteen and thirty-nine weeks ended October 31, 2009 and November 1, 2008

(Dollars in thousands, unless otherwise indicated)



Demand Letter of Credit Facility

On October 31, 2007, Operating entered into an unsecured, demand letter of credit facility with The Hong Kong and Shanghai Banking
Corporation Limited that provides for the issuance of up to $35 million of documentary letters of credit on a no fee basis. Outstanding documentary letters of credit were $10.9 million and availability under this facility was $24.1 million at
October 31, 2009.

5. Net Income Per Share

The calculation of basic and diluted income per share is as follows:



|                                            |  |                      |        |                         |   |                 |  |                 |        |  |   |       
|------------------------------------------- |  | -------------------- | ------ | ----------------------- | - | --------------- |  | --------------- | ------ |  | - | ------
|                                            |  | Thirteen Weeks Ended |        | Thirty-nine Weeks Ended
|                                            |  | October 31,2009      |        | November 1,2008         |   | October 31,2009 |  | November 1,2008
|Net income                                  |  | $                    | 43,869 |                         | $ | 19,041          |  | $               | 82,924 |  | $ | 67,665
|                                            |  |                      |        |                         |   |                 |  |                 |        |  |   |       
|Income per share:                           |  |                      |        |                         |   |                 |  |                 |        |  |   |       
|Basic                                       |  | $                    | 0.70   |                         | $ | 0.31            |  | $               | 1.33   |  | $ | 1.10  
|                                            |  |                      |        |                         |   |                 |  |                 |        |  |   |       
|Diluted                                     |  | $                    | 0.67   |                         | $ | 0.30            |  | $               | 1.29   |  | $ | 1.06  
|                                            |  |                      |        |                         |   |                 |  |                 |        |  |   |       
|Weighted average common shares outstanding: |  |                      |        |                         |   |                 |  |                 |        |  |   |       
|Basic                                       |  |                      | 62,775 |                         |   | 61,878          |  |                 | 62,406 |  |   | 61,588
|                                            |  |                      |        |                         |   |                 |  |                 |        |  |   |       
|Diluted                                     |  |                      | 65,223 |                         |   | 64,078          |  |                 | 64,317 |  |   | 64,127
|                                            |  |                      |        |                         |   |                 |  |                 |        |  |   |       

The number of shares of potentially dilutive securities excluded from the calculation
of diluted earnings per share is as follows:



|                          |  |                      |  |                         |  |                 |  |                
|------------------------- |  | -------------------- |  | ----------------------- |  | --------------- |  | ---------------
|                          |  | Thirteen Weeks Ended |  | Thirty-nine Weeks Ended
|                          |  | October 31,2009      |  | November 1,2008         |  | October 31,2009 |  | November 1,2008
|Stock options             |  | 2,116                |  | 2,288                   |  | 2,131           |  | 2,273          
|Unvested restricted stock |  | 3                    |  | 62                      |  | 39              |  | 15             
|                          |  |                      |  |                         |  |                 |  |                
|Total                     |  | 2,119                |  | 2,350                   |  | 2,170           |  | 2,288          
|                          |  |                      |  |                         |  |                 |  |                

6. Fair Value Measurements

The Company uses 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial Assets and Liabilities

The Company does not have
any financial assets or liabilities as of October 31, 2009 or January 31, 2009 that are measured in the financial statements at fair value on a recurring basis (at least annually).

The fair value of the Companys long-term debt is estimated to be approximately $92,522 and $83,000 at October 31, 2009 and
January 31, 2009, respectively, and is based on quoted market prices of the debt (level 1 inputs). The carrying amounts of long-term debt were $99,486 and $100,000 at October 31, 2009 and January 31, 2009, respectively. The carrying
amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts payable and other current liabilities approximate fair value because of the short-term maturity of those financial instruments. The estimates presented
herein are not necessarily indicative of amounts the Company could realize in a current market exchange.

Non-financial Assets and Liabilities

Except for certain leasehold improvements, the Company does
not have any non-financial assets or liabilities as of October 31, 2009 or January 31, 2009 that are measured in the financial statements at fair value.



9



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##### Table of Contents

J.CREW GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

Thirteen and thirty-nine weeks ended October 31, 2009 and November 1, 2008

(Dollars in thousands, unless otherwise indicated)



The Company performs impairment tests of certain long-lived assets whenever there are
indicators of impairment. These tests typically contemplate assets at a store level (e.g. leasehold improvements). The Company recognizes an impairment loss when the carrying value of a long-lived asset is not recoverable in light of the
undiscounted future cash flows and measures an impairment loss as the difference between the carrying amount and fair value of the asset based on discounted future cash flows. The Company has determined that the future cash flow approach (level 3
inputs) provides the most relevant and reliable means by which to determine fair value in this circumstance.

A summary of the
impact of the impairment of certain long-lived assets on financial condition and results of operations is as follows:



|                                                                       |  |                      |   |                         |   |                 |  |                 |       |  |   |    
|---------------------------------------------------------------------- |  | -------------------- | - | ----------------------- | - | --------------- |  | --------------- | ----- |  | - | ---
|                                                                       |  | Thirteen Weeks Ended |   | Thirty-nine Weeks Ended
|                                                                       |  | October 31,2009      |   | November 1,2008         |   | October 31,2009 |  | November 1,2008
|Carrying value of certain long-lived assets written down to fair value |  | $                    |  |                         | $ | 212             |  | $               | 2,704 |  | $ | 603
|                                                                       |  |                      |   |                         |   |                 |  |                 |       |  |   |    
|Impairment charge                                                      |  | $                    |  |                         | $ | 212             |  | $               | 2,704 |  | $ | 603
|                                                                       |  |                      |   |                         |   |                 |  |                 |       |  |   |    

7. Recent Accounting Pronouncements

The Company adopted an accounting standard in the third quarter of fiscal 2009 which codified authoritative generally accepted accounting
principles, or GAAP, into one source. SEC rules and interpretive releases also continue to be sources of authoritative GAAP for SEC registrants. The adoption of this standard resulted in the incorporation of plain English to describe accounting
standards, but did not have an impact on the financial condition or results of operations of the Company.

The Company adopted
an accounting standard in the second quarter of fiscal 2009 which formalizes the recognition, nonrecognition and disclosure requirements of subsequent events. The adoption of this standard did not have an impact on the financial condition or results
of operations of the Company. The Company has evaluated subsequent events through December 7, 2009, which is the date these financial statements are issued

The Company adopted an accounting standard in the second quarter of fiscal 2009 that provides guidance for estimating fair value when the volume and level of activity for an asset or liability have
significantly decreased. The standard includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of this standard did not have an impact on the financial condition or results of operations of the Company.

The Company adopted an accounting standard in the second quarter of fiscal 2009 that requires disclosure about the fair value
of financial instruments for interim and annual reporting periods. See Note 6, Fair Value Measurement, for additional required disclosures.

The Company adopted an accounting standard in the first quarter of fiscal 2009 with respect to non-financial assets and liabilities that are recognized or disclosed at fair value in the financial
statements on a non-recurring basis. See Note 6, Fair Value Measurement, for additional required disclosures



10



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##### Table of Contents

Forward-Looking Statements

This report contains forward-looking statements, which include information concerning our plans, objectives, goals, strategies,
future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Many of these statements appear, in particular, under the headings Condensed Consolidated Financial
Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations. When used in this report, the words estimate, expect, anticipate, project,
plan, intend, believe and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our examination of
historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but there can be no assurance that we will realize our expectations or that our
beliefs will prove correct.

There are a number of risks and uncertainties that could cause our actual results to differ
materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements are set forth in this report, including but not
limited to those under the heading Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 31, 2009 filed with the Securities and Exchange Commission (the SEC). There may be other factors of
which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date they are made and are expressly qualified in their entirety by the cautionary statements
included in this report. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date they were made or to reflect the occurrence
of unanticipated events.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This document should be read in conjunction with the Managements Discussion and Analysis section of our Annual Report on
Form 10-K for the fiscal year ended January 31, 2009 filed with the SEC. When used herein, the terms Group, Company, we, us and our refer to J. Crew Group, Inc., including
consolidated subsidiaries.

Executive Overview

J.Crew® is a nationally recognized apparel and accessories retailer that we believe embraces a high standard of style, craftsmanship, quality and customer service. On the
basis of data collected on our Internet channel customers, we believe our customer base consists primarily of affluent, college-educated and professional and fashion-conscious women and men.

We have two primary sales channels: Stores, which consists of our retail and factory stores, and Direct, which consists
of our catalog and our Internet website at www.jcrew.com. We also maintain a Madewell® website at
www.madewell1937.com that provides a toll free number to place orders for Madewell merchandise and intend to add the necessary functionality during 2010 to enable customers to place orders for Madewell merchandise online. At October 31, 2009,
we operated 242 retail stores (including nine crewcuts® and 17 Madewell), 78 factory stores (including one
crewcuts factory store), and three clearance stores; compared to 222 retail stores (including four crewcuts and 10 Madewell), 68 factory stores, and two clearance stores at November 1, 2008.

The following is a summary of our revenues for the thirteen and thirty-nine week periods ended October 31, 2009 and November 1,
2008:



|                      |  |                      |       |                         |   |                 |  |                 |         |  |   |        
|--------------------- |  | -------------------- | ----- | ----------------------- | - | --------------- |  | --------------- | ------- |  | - | -------
|                      |  | Thirteen Weeks Ended |       | Thirty-nine Weeks Ended
|(Dollars in millions) |  | October 31,2009      |       | November 1,2008         |   | October 31,2009 |  | November 1,2008
|Stores                |  | $                    | 300.1 |                         | $ | 250.9           |  | $               | 799.9   |  | $ | 722.3  
|Direct                |  |                      | 105.5 |                         |   | 101.8           |  |                 | 289.0   |  |   | 285.9  
|                      |  |                      |       |                         |   |                 |  |                 |         |  |   |        
|Net sales             |  |                      | 405.6 |                         |   | 352.7           |  |                 | 1,088.9 |  |   | 1,008.2
|Other                 |  |                      | 8.5   |                         |   | 10.4            |  |                 | 28.5    |  |   | 31.7   
|                      |  |                      |       |                         |   |                 |  |                 |         |  |   |        
|Total revenues        |  | $                    | 414.1 |                         | $ | 363.1           |  | $               | 1,117.4 |  | $ | 1,039.9
|                      |  |                      |       |                         |   |                 |  |                 |         |  |   |        



11



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##### Table of Contents

The following is a brief summary of third quarter fiscal 2009 highlights:



| |  |  | Revenues increased 14.1% to $414.1 million.
| | - |  | -------------------------------------------



| |  |  | Comparable store sales increased 8.4%.
| | - |  | --------------------------------------



| |  |  | Direct net sales increased 3.6% to $105.5 million.
| | - |  | --------------------------------------------------



| |  |  | Income from operations increased 131.0% to $75.2 million.
| | - |  | ---------------------------------------------------------



| |  |  | We opened one crewcuts store, one J.Crew factory store, and one clearance store. We closed one Madewell store.
| | - |  | --------------------------------------------------------------------------------------------------------------

The following is a brief summary of first nine months fiscal 2009 highlights:



| |  |  | Revenues increased 7.5% to $1,117.4 million.
| | - |  | --------------------------------------------



| |  |  | Comparable store sales decreased 0.4%.
| | - |  | --------------------------------------



| |  |  | Direct net sales increased 1.1% to $289.0 million.
| | - |  | --------------------------------------------------



| |  |  | Income from operations increased 21.8% to $142.7 million.
| | - |  | ---------------------------------------------------------



| |  |  | We opened six J.Crew retail stores, four crewcuts stores, eight Madewell stores, five J.Crew factory stores, and one clearance store. We closed one
J.Crew retail store, one Madewell store and one J.Crew factory store.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continued our efforts to optimize our Direct channel systems upgrades.
| | - |  | -------------------------------------------------------------------------



| |  |  | We incurred charges of $4.0 million related to under-performing stores for asset impairment and lease termination actions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | We initiated a workforce reduction as part of a cost reduction program. We incurred a pre-tax charge of $1.3 million for severance and related costs.
The Company also suspended its 401(k) Plan matching contributions through the balance of 2009, eliminated 2009 merit based wage increases and initiated other cost reduction initiatives.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



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##### Table of Contents

Results of Operations  Third quarter of Fiscal 2009 compared to Third quarter of
Fiscal 2008



|                                             |  |                                      |       |                    |                                      |   |        |                       |                    |  |       |         |  |            |      |  |       |  
|-------------------------------------------- |  | ------------------------------------ | ----- | ------------------ | ------------------------------------ | - | ------ | --------------------- | ------------------ |  | ----- | ------- |  | ---------- | ---- |  | ----- | -
|                                             |  | Thirteen Weeks EndedOctober 31, 2009 |       |                    | Thirteen Weeks EndedNovember 1, 2008 |   |        | Increase / (Decrease) |                   
|(Dollars in millions)                        |  | Amount                               |       | Percent ofRevenues |                                      |   | Amount |                       | Percent ofRevenues |  |       | Dollars |  | Percentage |     
|Revenues                                     |  | $                                    | 414.1 |                    | 100.0                                | % |        | $                     | 363.1              |  | 100.0 | %       |  | $          | 51.0 |  | 14.1  | %
|Gross profit                                 |  |                                      | 200.4 |                    | 48.4                                 |   |        |                       | 150.9              |  | 41.6  |         |  |            | 49.5 |  | 32.8  |  
|Selling, general and administrative expenses |  |                                      | 125.2 |                    | 30.2                                 |   |        |                       | 118.3              |  | 32.6  |         |  |            | 6.9  |  | 5.8   |  
|Income from operations                       |  |                                      | 75.2  |                    | 18.2                                 |   |        |                       | 32.6               |  | 9.0   |         |  |            | 42.6 |  | 131.0 |  
|Interest expense, net                        |  |                                      | 1.1   |                    | 0.3                                  |   |        |                       | 0.6                |  | 0.2   |         |  |            | 0.5  |  | 84.6  |  
|Income taxes                                 |  |                                      | 30.3  |                    | 7.3                                  |   |        |                       | 12.9               |  | 3.6   |         |  |            | 17.4 |  | 134.0 |  
|Net income                                   |  | $                                    | 43.9  |                    | 10.6                                 | % |        | $                     | 19.0               |  | 5.2   | %       |  | $          | 24.9 |  | 130.4 | %

Revenues

Revenues for the third quarter of fiscal 2009 increased $51.0 million, or 14.1%, to $414.1 million from $363.1 million in the third quarter
of fiscal 2008. This increase resulted primarily from non-comparable store sales and an increase in comparable store sales.

Stores sales increased $49.2 million, or 19.6%, to $300.1 million in the third quarter of fiscal 2009 from $250.9 million in the third quarter of fiscal 2008. Comparable store sales increased $20.6 million, or 8.4%, to $266.6 million in the
third quarter of fiscal 2009 from $245.9 million last year. Non-comparable store sales were $33.5 million in the third quarter of fiscal 2009 due primarily to sales from stores opened subsequent to the third quarter of last year. Non-comparable
store sales will decline as we slow the rate of new store openings.

Direct sales increased $3.7 million, or 3.6%, to $105.5
million in the third quarter of fiscal 2009 from $101.8 million in the third quarter of fiscal 2008. During the third quarter of fiscal 2008, Direct sales were negatively impacted by certain systems upgrades which affected our ability to capture,
process, ship and service customer orders.

The approximate percentage of our sales by product category, based on our internal
merchandising system, is as follows:



|            |  |                      |   |  |                 |  
|----------- |  | -------------------- | - |  | --------------- | -
|            |  | Thirteen Weeks Ended |  
|            |  | October 31,2009      |   |  | November 1,2008 |  
|Apparel:    |  |                      |   |  |                 |  
|Womens     |  | 67                   | % |  | 69              | %
|Mens       |  | 17                   |   |  | 17              |  
|Childrens  |  | 4                    |   |  | 3               |  
|Accessories |  | 12                   |   |  | 11              |  
|            |  |                      |   |  |                 |  
|            |  | 100                  | % |  | 100             | %
|            |  |                      |   |  |                 |  

The increase in Stores and Direct sales in the third quarter of fiscal 2009 was
primarily driven by an increase in sales of womens apparel, specifically sweaters, knits, and pants. Sales of mens and childrens apparel, and accessories also increased during the quarter. We offer childrens apparel in some
of our retail and factory stores, our stand-alone crewcuts stores and our Direct channel. As of October 31, 2009, we operated 33 crewcuts shop-in-shops in our J.Crew retail stores, 11 shop-in-shops in our J.Crew factory stores, nine stand-alone
retail crewcuts stores and one stand-alone factory crewcuts store, compared with 40 shop-in-shops in our J.Crew retail stores and five stand-alone crewcuts retail stores as of November 1, 2008.

Other revenues, which consist primarily of shipping and handling fees and royalties, decreased $1.8 million, or 17.6%, to $8.6 million in
the third quarter of fiscal 2009 from $10.4 million in the comparable period last year. This decrease resulted from (i) an increase in free shipping and handling promotions in the third quarter this year, (ii) insurance proceeds last year
and (iii) the termination of our licensing agreement in Japan in January 2009. Other revenues will decline as we increase the frequency of shipping and handling promotions.



13



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##### Table of Contents

Gross Profit

Gross profit increased $49.5 million to $200.4 million in the third quarter of fiscal 2009 from $150.9 million in the third quarter of fiscal
2008. This increase resulted from the following factors:



|                                       |  |   |      |  
|-------------------------------------- |  | - | ---- | -
|(Dollars in millions)                  |  |   |     
|Increase in revenues                   |  | $ | 27.4 |  
|Increase in merchandise margin         |  |   | 23.6 |  
|Increase in buying and occupancy costs |  |   | (1.5 | )
|                                       |  |   |      |  
|                                       |  | $ | 49.5 |  
|                                       |  |   |      |  

Gross margin increased to 48.4% in the third quarter of fiscal 2009 from 41.6% in the
third quarter of fiscal 2008. The increase in gross margin was driven by a 570 basis point expansion in merchandise margin due to decreased markdowns and a 110 basis point decrease in buying and occupancy costs as a percentage of revenues.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $6.9 million, or 5.8%, to $125.2 million in the third quarter of fiscal 2009 from
$118.3 million in the third quarter of fiscal 2008. This increase primarily resulted from the following:

Increases



| |  |  | $4.8 million in operating expenses  primarily payroll, payroll-related and consulting expenses;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | $4.5 million in share-based and incentive compensation;
| | - |  | -------------------------------------------------------



| |  |  | $2.6 million in advertising and marketing expenses;
| | - |  | ---------------------------------------------------



| |  |  | $1.7 million in depreciation and amortization associated primarily with our growth in store locations and information technology infrastructure;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

Decreases



| |  |  | $5.4 million of expenses incurred last year related to our Direct channel stabilization efforts;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | $2.2 million in catalog paper, postage and printing costs due to a decrease in pages circulated and other initiatives as a result of our ongoing
evaluation of our circulation strategies. The number of catalog pages circulated in the third quarter of fiscal 2009 decreased 28% from the comparable period last year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a percentage of revenues, selling, general and administrative expenses decreased to 30.2% in the third quarter of fiscal 2009 from 32.6%
in the comparable period last year, primarily due to the above mentioned items.

Interest Expense, Net

Interest expense, net of interest income, increased $0.5 million to $1.1 million in the third quarter of fiscal 2009
from $0.6 million in the third quarter of fiscal 2008 primarily due to $0.7 million of interest on refundable income taxes recognized last year, offset by declining interest rates.

Income Taxes

The income tax provision for the third quarter of fiscal 2009 and 2008 reflects the estimated annual effective tax rate of approximately 40%.

Net Income

Net income increased $24.9 million to $43.9 million in
the third quarter of fiscal 2009 from $19.0 million in the third quarter of fiscal 2008. This increase was due to a $49.5 million increase in gross profit, offset by a $17.4 million increase in the provision for income taxes, a $6.9 million increase
in selling, general and administrative expenses, and a $0.5 million increase in interest expense.



14



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##### Table of Contents

Results of Operations  First nine months of Fiscal 2009 compared to First nine
months of Fiscal 2008



|                                             |  |                                         |         |                    |                                         |   |        |                       |                    |  |       |         |  |   |            |   |  |       |  
|-------------------------------------------- |  | --------------------------------------- | ------- | ------------------ | --------------------------------------- | - | ------ | --------------------- | ------------------ |  | ----- | ------- |  | - | ---------- | - |  | ----- | -
|                                             |  | Thirty-nine Weeks EndedOctober 31, 2009 |         |                    | Thirty-nine Weeks EndedNovember 1, 2008 |   |        | Increase / (Decrease) |                   
|(Dollars in millions)                        |  | Amount                                  |         | Percent ofRevenues |                                         |   | Amount |                       | Percent ofRevenues |  |       | Dollars |  |   | Percentage |  
|Revenues                                     |  | $                                       | 1,117.4 |                    | 100.0                                   | % |        | $                     | 1,039.9            |  | 100.0 | %       |  | $ | 77.5       |   |  | 7.5   | %
|Gross profit                                 |  |                                         | 493.6   |                    | 44.2                                    |   |        |                       | 448.5              |  | 43.1  |         |  |   | 45.1       |   |  | 10.1  |  
|Selling, general and administrative expenses |  |                                         | 350.9   |                    | 31.4                                    |   |        |                       | 331.4              |  | 31.9  |         |  |   | 19.5       |   |  | 5.9   |  
|Income from operations                       |  |                                         | 142.7   |                    | 12.8                                    |   |        |                       | 117.1              |  | 11.3  |         |  |   | 25.6       |   |  | 21.8  |  
|Interest expense, net                        |  |                                         | 3.2     |                    | 0.3                                     |   |        |                       | 4.4                |  | 0.4   |         |  |   | (1.2       | ) |  | (26.6 | )
|Income taxes                                 |  |                                         | 56.5    |                    | 5.1                                     |   |        |                       | 45.1               |  | 4.3   |         |  |   | 11.4       |   |  | 25.4  |  
|Net income                                   |  | $                                       | 82.9    |                    | 7.4                                     | % |        | $                     | 67.7               |  | 6.5   | %       |  | $ | 15.2       |   |  | 22.6  | %

Revenues

Revenues for the first nine months of fiscal 2009 increased $77.5 million, or 7.5%, to $1,117.4 million from $1,039.9 million in the first
nine months of fiscal 2008. This increase resulted primarily from non-comparable store sales.

Stores sales increased $77.6
million, or 10.7%, to $799.9 million in the first nine months of fiscal 2009 from $722.3 million in the first nine months of fiscal 2008. Comparable store sales decreased $2.6 million, or 0.4%, to $702.3 million in the first nine months of fiscal
2009 from $704.9 million last year. Non-comparable store sales were $97.6 million in the first nine months of fiscal 2009 due primarily to sales from stores opened subsequent to the third quarter of last year. Non-comparable store sales will decline
as we slow the rate of new store openings.

Direct sales increased $3.1 million, or 1.1%, to $289.0 million in the first nine
months of fiscal 2009 from $285.9 million in the first nine months of fiscal 2008. During the third quarter of fiscal 2008, Direct sales were negatively impacted by certain systems upgrades which affected our ability to capture, process, ship and
service customer orders.

The approximate percentage of our sales by product category, based on our internal merchandising
system, is as follows:



|            |  |                         |   |  |                 |  
|----------- |  | ----------------------- | - |  | --------------- | -
|            |  | Thirty-nine Weeks Ended |  
|            |  | October 31,2009         |   |  | November 1,2008 |  
|Apparel:    |  |                         |   |  |                 |  
|Womens     |  | 67                      | % |  | 67              | %
|Mens       |  | 17                      |   |  | 18              |  
|Childrens  |  | 4                       |   |  | 3               |  
|Accessories |  | 12                      |   |  | 12              |  
|            |  |                         |   |  |                 |  
|            |  | 100                     | % |  | 100             | %
|            |  |                         |   |  |                 |  

The increase in Stores and Direct sales in the first nine months of fiscal 2009 was
primarily driven by an increase in sales of womens apparel, specifically knits, sweaters, and pants. Sales of mens and childrens apparel, and accessories also increased during the first nine months. We offer childrens apparel
in some of our retail and factory stores, our stand-alone crewcuts stores and our Direct channel. As of October 31, 2009, we operated 33 crewcuts shop-in-shops in our J.Crew retail stores, 11 shop-in-shops in our J.Crew factory stores, nine
stand-alone retail crewcuts stores and one stand-alone factory crewcuts store, compared with 40 shop-in-shops in our J.Crew retail stores and five stand-alone crewcuts retail stores as of November 1, 2008.

Other revenues, which consist primarily of shipping and handling fees and royalties, decreased $3.2 million, or 10.0%, to $28.5 million in
the first nine months of fiscal 2009 from $31.7 million in the comparable period last year. This decrease resulted from (i) an increase in free shipping and handling promotions, (ii) the termination of our licensing agreement in Japan in
January 2009 and (iii) insurance proceeds last year. Other revenues will decline as we increase the frequency of shipping and handling promotions



15



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##### Table of Contents

Gross Profit

Gross profit increased $45.1 million to $493.6 million in the first nine months of fiscal 2009 from $448.5 million in the first nine months
of fiscal 2008. This increase resulted from the following factors:



|                                       |  |   |      |  
|-------------------------------------- |  | - | ---- | -
|(Dollars in millions)                  |  |   |     
|Increase in revenues                   |  | $ | 43.1 |  
|Increase in merchandise margin         |  |   | 7.1  |  
|Increase in buying and occupancy costs |  |   | (5.1 | )
|                                       |  |   |      |  
|                                       |  | $ | 45.1 |  
|                                       |  |   |      |  

Gross margin increased to 44.2% in the first nine months of fiscal 2009 from 43.1% in
the first nine months of fiscal 2008. The increase in gross margin was driven by a 70 basis point expansion in merchandise margin due primarily to decreased markdowns and a 40 basis point decrease in buying and occupancy costs as a percentage of
revenues

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $19.5 million, or 5.9%, to $350.9 million in the first nine months of fiscal 2009 from
$331.4 million in the first nine months of fiscal 2008. This increase primarily resulted from the following:

Increases



| |  |  | $14.2 million in share-based and incentive compensation;
| | - |  | --------------------------------------------------------



| |  |  | $6.0 million in depreciation and amortization associated primarily with our growth in store locations and information technology infrastructure;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $4.0 million related to under-performing stores, which consists of (i) $2.7 million related to fixed asset impairment and (ii) $1.3 million
related to lease termination actions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $3.8 million in operating expenses  primarily payroll, payroll-related and consulting expenses;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | $3.7 million in advertising and marketing expenses;
| | - |  | ---------------------------------------------------



| |  |  | $1.3 million for severance and related costs due to our workforce reduction;
| | - |  | ----------------------------------------------------------------------------

Decreases



| |  |  | $6.9 million in catalog paper, postage and printing costs due to a decrease in pages circulated and other initiatives as a result of our ongoing
evaluation of our circulation strategies. The number of catalog pages circulated in the first nine months of fiscal 2009 decreased 30% from the comparable period last year;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $6.9 million of expenses incurred last year related to our Direct channel stabilization efforts.
| | - |  | ------------------------------------------------------------------------------------------------

As a percentage of revenues, selling, general and administrative expenses decreased to 31.4% in the first nine months of fiscal 2009 from
31.9% in the comparable period last year, primarily due to the above mentioned items.

Interest Expense, Net

Interest expense, net of interest income, decreased $1.2 million to $3.2 million in the first nine months of fiscal 2009 from
$4.4 million in the first nine months of fiscal 2008 primarily due to declining interest rates and accelerated amortization of deferred financing costs last year, offset by interest on refundable income taxes recognized last year.

Income Taxes

The income tax provision for the first nine months of fiscal 2009 and 2008 reflects the estimated annual effective tax rate of approximately 40%.

Net Income

Net income increased $15.2 million to $82.9 million in
the first nine months of fiscal 2009 from $67.7 million in the first nine months of fiscal 2008. This increase was due to a $45.1 million increase in gross profit and a $1.2 million decrease in interest expense, offset by a $19.5 million increase in
selling, general and administrative expenses and a $11.4 million increase in the provision for income taxes.



16



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##### Table of Contents

Liquidity and Capital Resources

Our primary sources of liquidity are our current balances of cash and cash equivalents, cash flows from operations and borrowings available
under the Credit Facility. Our primary cash needs are (i) capital expenditures in connection with opening new stores, remodeling existing stores and information technology system enhancements, (ii) working capital requirements and
(iii) debt service requirements. The most significant components of our working capital are merchandise inventories, accounts payable and other current liabilities.

Operating Activities



|                                                             |  |                         |       |   |                 |   |       |  
|------------------------------------------------------------ |  | ----------------------- | ----- | - | --------------- | - | ----- | -
|                                                             |  | Thirty-nine Weeks Ended |      
|                                                             |  | October 31,2009         |       |   | November 1,2008 |  
|                                                             |  | (amounts in millions)   |      
|Net income                                                   |  | $                       | 82.9  |   |                 | $ | 67.7  |  
|Adjustments to reconcile to net cash provided by operations: |  |                         |       |   |                 |   |       |  
|Depreciation and amortization of property and equipment      |  |                         | 39.6  |   |                 |   | 29.6  |  
|Amortization of deferred financing costs                     |  |                         | 1.0   |   |                 |   | 1.8   |  
|Share-based compensation                                     |  |                         | 9.4   |   |                 |   | 6.8   |  
|Deferred income taxes                                        |  |                         | 0.7   |   |                 |   | 5.1   |  
|Excess tax benefit from share-based compensation plans       |  |                         | (6.9  | ) |                 |   | (13.4 | )
|Changes in operating assets and liabilities                  |  |                         | (1.8  | ) |                 |   | (51.5 | )
|                                                             |  |                         |       |   |                 |   |       |  
|Net cash provided by operations                              |  | $                       | 124.9 |   |                 | $ | 46.1  |  
|                                                             |  |                         |       |   |                 |   |       |  

Cash provided by operating activities in the first nine months of fiscal 2009 was
$124.9 million and consisted of (i) net income of $82.9 million, (ii) adjustments to net income of $50.7 million, offset by (iii) changes in operating assets and liabilities (including the impact of excess tax benefits from
share-based compensation plans) of $8.7 million due primarily to seasonal increases in inventories and related accounts payable, offset by a decrease in income taxes receivable.

Cash provided by operating activities in the first nine months of fiscal 2008 was $46.1 million and consisted of (i) net income of
$67.7 million, (ii) adjustments to net income of $43.3 million, offset by (iii) changes in operating assets and liabilities (including the impact of excess tax benefits from share-based compensation plans) of $64.9 million due to
(a) increases in inventories and accounts payable reflecting the impact of 30 stores opened since the end of fiscal 2007, and excess inventories resulting from our Direct channel systems upgrades and the impact of slowing sales trends at the
end of the quarter, and (b) increases in taxes paid due to the lapse of net operating loss carry-forwards and a decreased tax benefit from share-based compensation plans.

Investing Activities

Capital expenditures were $36.0 million in the first nine months of fiscal 2009 compared to $59.4 million in the first nine months of fiscal 2008. Capital expenditures for the opening of new stores were
$17.3 million and $29.8 million in the first nine months of fiscal 2009 and fiscal 2008, respectively. Capital expenditures are planned at approximately $45 to $50 million for fiscal 2009, including approximately $29 to $31 million for new
stores, store renovations and refurbishments, and $16 to $19 million for information technology enhancements and general corporate purposes.

Financing Activities



|                                                       |  |                         |      |   |                 |   |       |  
|------------------------------------------------------ |  | ----------------------- | ---- | - | --------------- | - | ----- | -
|                                                       |  | Thirty-nine Weeks Ended |     
|                                                       |  | October 31,2009         |      |   | November 1,2008 |  
|                                                       |  | (amounts in millions)   |     
|Repayments of long-term debt                           |  | $                       | (0.5 | ) |                 | $ | (25.0 | )
|Excess tax benefit from share-based compensation plans |  |                         | 6.9  |   |                 |   | 13.4  |  
|Proceeds from share-based compensation plans           |  |                         | 5.8  |   |                 |   | 8.2   |  
|Repurchase of common shares                            |  |                         | (0.8 | ) |                 |   | (0.4  | )
|                                                       |  |                         |      |   |                 |   |       |  
|Net cash provided by (used in) financing activities    |  | $                       | 11.4 |   |                 | $ | (3.8  | )
|                                                       |  |                         |      |   |                 |   |       |  

Cash provided by financing activities in the first nine months of fiscal 2009 was
$11.4 million due primarily to (i) proceeds from share-based compensation plans of $5.8 million and (ii) excess tax benefits from share-based compensation plans of $6.9 million.



17



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##### Table of Contents

Cash used in financing activities in the first nine months of fiscal 2008 was $3.8 million
due primarily to (i) a voluntary principal payment under the Term Loan of $25.0 million, offset primarily by (ii) excess tax benefits from share-based compensation plans of $13.4 million and (iii) proceeds from share-based
compensation plans of $8.2 million.

Amended and Restated Credit Agreement

On May 4, 2007, J.Crew Group, Inc. and certain of its subsidiaries, as guarantors, and Operating and certain of its subsidiaries, as
borrowers, entered into a Second Amended and Restated Credit Agreement (the Credit Facility) with Citicorp USA, Inc. (Citicorp), as administrative agent, Citicorp, as collateral agent, and Bank of America, N.A. and Wachovia
Bank, National Association, as syndication agents.

The Credit Facility provides for revolving loans and letters of credit of
up to $200 million (which amount may be increased up to $250 million subject to certain conditions) at floating interest rates based on the base rate, as defined, plus a margin of up to 0.25% or LIBOR plus a margin ranging from 1.0% to 1.25%. The
margin is based upon quarterly excess availability levels specified in the Credit Facility. The total amount of availability is limited to the sum of: (a) 100% of qualified cash, (b) 90% of eligible receivables, (c) the lesser of 90%
of eligible inventory and 92.5% of the net recovery percentage of inventories (as determined by periodic inventory appraisals) for the period August 1 through December 31, or 90% of the net recovery percentage of inventories for the period
January 1 through July 31, (d) 65% of the fair market value of eligible real estate, and (e) less any reserves established by Citicorp. The Credit Facility matures on May 4, 2013.

Borrowings under the Credit Facility are guaranteed by J.Crew Group, Inc., and certain of its subsidiaries, and are secured by a perfected
first priority security interest in substantially all of J.Crew Group, Inc.s, assets and the assets of certain of its subsidiaries. The Credit Facility includes restrictions on the ability of Operating and certain of its subsidiaries to incur
additional indebtedness and liens, pay dividends or make other distributions, make investments, dispose of assets and merge. If excess availability under the Credit Facility is less than $20 million at any time, then the Companys fixed charge
coverage ratio for the most recently ended period of four consecutive fiscal quarters may not be less than 1.10 to 1.00 for that period. Operating has at all times been in compliance with all financial covenants.

If an event of default occurs under the Credit Facility, the lenders may declare all amounts outstanding under the Credit Facility
immediately due and payable. In such event, the lenders may exercise any rights and remedies they may have by law or agreement, including the ability to cause all or any part of the collateral securing the Credit Facility to be sold.

There were no short-term borrowings during the first nine months of fiscal 2009. Outstanding standby letters of credit were $6.0 million and
excess availability, as defined, under the Credit Facility was $194.0 million at October 31, 2009.

Demand Letter
of Credit Facility

On October 31, 2007, Operating entered into an unsecured, demand letter of credit facility
with The Hong Kong and Shanghai Banking Corporation Limited that provides for the issuance of up to $35 million of documentary letters of credit on a no fee basis. Outstanding documentary letters of credit were $10.9 million and availability under
this facility was $24.1 million at October 31, 2009.

Liquidity and Capital Resources Outlook

Management anticipates that capital expenditures in fiscal 2009 will be approximately $45 to $50 million, primarily for opening 24 new
stores, information technology enhancements, store renovations and refurbishments and general corporate purposes. Capital expenditures in fiscal 2008 were approximately $78 million. Management believes that the Companys current cash position,
cash flow from operations and availability under the Credit Facility will be adequate to finance working capital needs, operating lease payments, planned capital expenditures and debt service obligations for the next twelve months. Our ability to
fund our operations and make planned capital expenditures, to make scheduled debt payments, and to remain in compliance with the financial covenants under our debt agreements depends on our future operating performance, cash flow and financing
activities, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. See Item 1A. Risk Factors in part II of this report.

Off Balance Sheet Arrangements

We enter into documentary letters of credit to facilitate the international purchase of merchandise. We also enter into standby letters of credit to secure certain of our obligations, including
insurance programs and duties related to import purchases. As of October 31, 2009, we had the following obligations under letters of credit in future periods:



|                  |  |                       |      |              |   |          |  |          |   |              |   |   |  |   |    
|----------------- |  | --------------------- | ---- | ------------ | - | -------- |  | -------- | - | ------------ | - | - |  | - | ---
|                  |  | Total                 |      | Within1 Year |   | 2-3Years |  | 4-5Years |   | After 5Years
|                  |  | (amounts in millions)
|Letters of Credit |  |                       |      |              |   |          |  |          |   |              |   |   |  |   |    
|Standby           |  | $                     | 6.0  |              | $ |         |  | $        |  |              | $ |  |  | $ | 6.0
|Documentary       |  |                       | 10.9 |              |   | 10.9     |  |          |  |              |   |  |  |   |   
|                  |  |                       |      |              |   |          |  |          |   |              |   |   |  |   |    
|                  |  | $                     | 16.9 |              | $ | 10.9     |  | $        |  |              | $ |  |  | $ | 6.0
|                  |  |                       |      |              |   |          |  |          |   |              |   |   |  |   |    



18



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##### Table of Contents

In fiscal 2008, we converted a substantial amount of international merchandise purchases to
open account terms from letters of credit thereby reducing outstanding documentary letters of credit.

Seasonality

Our business is seasonal. As a result, our revenues fluctuate from quarter to quarter. We have four distinct selling
seasons that align with our four fiscal quarters. Revenues are usually higher in our fourth fiscal quarter, particularly December, as customers make holiday purchases. Approximately 27% of our revenues in fiscal year 2008 occurred in the fourth
quarter. Our working capital requirements also fluctuate throughout the year, increasing substantially in September and October in anticipation of holiday season inventory requirements.

Critical Accounting Policies

A summary of our critical accounting policies is included in the Managements Discussion and Analysis section of our Annual Report on Form 10-K for the fiscal year ended January 31,
2009 filed with the Securities and Exchange Commission.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|------- | ---------------------------------------------------------

Our principal market risk relates to interest rate sensitivity, which is the risk that future changes in interest rates will reduce our net income or net assets. Our Credit Facility and Term Loan
carry floating rates of interest that are a function of prime rate or LIBOR. A one percentage point per annum change in the interest rate on our variable rate debt would result in a change in income before taxes of approximately $100,000 for each
$10.0 million of borrowings under the Credit Facility and approximately $1.0 million for the $100.0 million of borrowings under the Term Loan.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Our management, with the participation of our Chief Executive Officer and our Chief Administrative Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive
Officer and our Chief Administrative Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in
the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

There were no changes in internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

PART II  OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

The
Company is a party to routine litigation arising in the ordinary course of its business. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, 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.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

The
Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2009 contains a detailed discussion of certain risk factors that could materially adversely affect our business, our operating results, or our financial condition.
There have been no material changes to the risk factors previously disclosed.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



19



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##### Table of Contents

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------



|                                     |  |                                                                                                                                                                           
|------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.                          |  | Document                                                                                                                                                                  
|                                    
|Articles of Incorporation and Bylaws
|                                     | 
|3.1                                  |  | Certificate of Incorporation of J. Crew Group, Inc. Incorporated by reference to Exhibit 3.1 to the S-1/A Registration Statement filed on October 11, 2005.               
|                                     | 
|3.2                                  |  | Bylaws of J. Crew Group, Inc. Incorporated by reference to Exhibit 3.2 to the Form 8-K/A filed on October 17, 2005.                                                       
|                                     | 
|10.1                                 |  | Special Bonus Agreement, dated October 26, 2009, between the Company and Jenna Lyons. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 29,
2009.

Certifications



|            |  |                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                       
|            | 
|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.



|* | Filed herewith.
|- | ---------------

|** | Furnished herewith.
|-- | -------------------



20



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##### Table of Contents

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



|                       |  |  |  |                                  |  |                                                         
|---------------------- |  |  |  | -------------------------------- |  | --------------------------------------------------------
|                       |  |  |  | J. CREW GROUP, INC. (Registrant)
|                       |  |  | 
|Date: December 7, 2009 |  |  |  | By:                              |  | /s/    MILLARD
DREXLER                                  
|                       |  |  |  |                                  |  | Millard Drexler                                         
|                       |  |  |  |                                  |  | Chairman of the Board and Chief Executive Officer       
|                       |  |  | 
|Date: December 7, 2009 |  |  |  | By:                              |  | /s/    JAMES
SCULLY                                     
|                       |  |  |  |                                  |  | James Scully                                            
|                       |  |  |  |                                  |  | Chief Administrative Officer and Chief Financial Officer



21



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##### Table of Contents

EXHIBIT INDEX



|                                     |  |                                                                                                                                                                           
|------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No.                          |  | Document                                                                                                                                                                  
|                                    
|Articles of Incorporation and Bylaws
|                                     | 
|3.1                                  |  | Certificate of Incorporation of J. Crew Group, Inc. Incorporated by reference to Exhibit 3.1 to the S-1/A Registration Statement filed on October 11, 2005.               
|                                     | 
|3.2                                  |  | Bylaws of J. Crew Group, Inc. Incorporated by reference to Exhibit 3.2 to the Form 8-K/A filed on October 17, 2005.                                                       
|                                     | 
|10.1                                 |  | Special Bonus Agreement, dated October 26, 2009, between the Company and Jenna Lyons. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 29,
2009.

Certifications



|            |  |                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                       
|            | 
|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.



|* | Filed herewith.
|- | ---------------

|** | Furnished herewith.
|-- | -------------------



22