<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For the quarterly period ended      May 5, 2001

Commission file number     333-42423



                             J. CREW OPERATING CORP.
             (Exact name of registrant as specified in its charter)

            Delaware                                            22-3540930
   (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                            Identification No.)


                     770 Broadway, New York, New York 10003
                    (Address of principal executive offices)
                                   (Zip code)

                                 (212) 209-2500
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes x  No
                                      ---   ---

As of May 25, 2001 there were outstanding 100 shares of Common Stock, par value
$.01 per share.

The Registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.

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                         Part I - Financial Information

Item I. Financial Statements

                           J. CREW OPERATING CORP. AND
                                  SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                  May 5,                February 3,
                                 Assets                                            2001                    2001
                                 ------                                            ----                    ----
                                                                                (unaudited)
                                                                                          (in thousands)
<S>                                                                             <C>                     <C>
Current assets:
     Cash and cash equivalents                                                  $   15,390               $   32,930
     Merchandise inventories                                                       148,078                  140,667
     Prepaid expenses and other current assets                                      20,398                   23,740
                                                                                ----------               ----------

           Total current assets                                                    183,866                  197,337

Property and equipment - at cost                                                   266,341                  251,322
                  Less accumulated depreciation and amortization                   (93,970)                 (85,746)
                                                                                ----------               -----------
                                                                                   172,371                  165,576
                                                                                ----------               ----------

Other assets                                                                        11,346                   10,839
                                                                                ----------               ----------
            Total assets                                                        $  367,583               $  373,752
                                                                                ==========               ==========

                                 Liabilities and Stockholder's Equity
                                 ------------------------------------
Current liabilities:
     Notes payable - bank                                                       $   37,000               $       --
     Accounts payable and other current liabilities                                 96,891                  124,873
     Federal and state income taxes                                                  7,697                   18,850
     Deferred income tax liabilities                                                 3,731                    3,731
                                                                                ----------               ----------

           Total current liabilities                                               145,319                  147,454
                                                                                ----------               ----------

Long-term debt                                                                     150,000                  150,000
                                                                                ----------               ----------

Deferred credits and other long-term liabilities                                    59,078                   56,043
                                                                                ----------               ----------

Due to J. Crew Group, Inc.                                                           1,047                    1,047
                                                                                ----------               ----------

Stockholder's equity                                                                12,139                   19,208
                                                                                ----------               ----------


           Total liabilities and stockholder's equity                           $  367,583               $  373,752
                                                                                ==========               ==========
</TABLE>



See accompanying notes to unaudited condensed consolidated financial statements.

                                       2

<PAGE>

                           J. CREW OPERATING CORP. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                                           Thirteen Weeks Ended
                                                                     May 5,                   April 29,
                                                                     ------                   ---------
                                                                      2001                       2000
                                                                      ----                       ----
                                                                               (unaudited)
                                                                             (in thousands)
Revenues:

<S>                                                                 <C>                       <C>
Net sales                                                           $ 158,963                 $ 158,032
Other                                                                   8,883                     8,909
                                                                    ---------                 ---------
                                                                      167,846                   166,941
                                                                    ---------                 ---------

Cost of goods sold, including buying and occupancy costs               99,590                    93,611

Selling, general and administrative expenses                           75,320                    72,997
                                                                    ---------                 ---------

         Income/(loss) from operations                                 (7,064)                      333

Interest expense - net                                                 (4,755)                   (5,573)
                                                                    ---------                 ---------

         Loss before income taxes                                     (11,819)                   (5,240)

Income tax benefit                                                      4,750                     2,100
                                                                    ---------                 ---------

         Net loss                                                   $  (7,069)                $  (3,140)
                                                                    =========                 =========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

                                       3

<PAGE>

                           J. CREW OPERATING CORP. AND
                                  SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                               Thirteen Weeks Ended
                                                                               --------------------

                                                                              May 5,       April 29,
                                                                              ------       ---------
                                                                               2001          2000
                                                                               ----          ----
                                                                                   (unaudited)
                                                                                  (in thousands)
<S>                                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                    $  (7,069)     $  (3,140)

Adjustments to reconcile net loss to net cash
  used in operating activities:

     Depreciation and amortization                                              6,651          4,850
     Amortization of deferred financing costs                                     443            493
     Noncash compensation expense                                                 563              -

Changes in operating assets and liabilities:

     Merchandise inventories                                                   (7,411)        (5,527)
     Prepaid expenses and other current assets                                  3,342          7,958
     Other assets                                                              (1,002)          (173)
     Net assets held for disposal                                                   -          3,871
     Accounts payable and other liabilities                                   (28,200)       (24,127)
     Federal and state income taxes                                           (11,153)        (6,334)
                                                                            ---------      ---------

     Net cash used in operating activities                                    (43,836)       (22,129)
                                                                            ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Capital expenditures                                                     (15,019)        (9,710)
     Proceeds from construction allowances                                      4,315          1,516
                                                                            ---------      ---------

     Net cash used in investing activities                                    (10,704)        (8,194)
                                                                            ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Increase in notes payable, bank                                           37,000         14,000
     Repayment of long-term debt                                                    -         (4,000)
                                                                            ---------      ---------

     Net cash provided by financing activities                                 37,000         10,000
                                                                            ---------      ---------

DECREASE IN CASH AND CASH EQUIVALENTS                                         (17,540)       (20,323)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                32,930         38,693
                                                                            ---------      ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                   $  15,390      $  18,370
                                                                            =========      =========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

                                       4

<PAGE>

                     J. CREW OPERATING CORP. AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

               Thirteen Weeks Ended May 5, 2001 and April 29, 2000

1.   Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements
        include the accounts of J. Crew Operating Corp. and its wholly-owned
        subsidiaries (collectively, the "Company"). All significant
        intercompany balances and transactions have been eliminated in
        consolidation.

        The condensed consolidated balance sheet as of May 5, 2001 and the
        condensed consolidated statements of operations and cash flows for the
        thirteen week periods ended May 5, 2001 and April 29, 2000 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 of the Company, the results of its operations and cash flows
        have been made.

        Certain information and footnote disclosure normally included in
        financial statements prepared in accordance with generally accepted
        accounting principles have been condensed or omitted. These financial
        statements should be read in conjunction with the financial statements
        and notes thereto included in the Company's consolidated financial
        statements for the fiscal year ended February 3, 2001.

        The results of operations for the thirteen week period ended May 5,
        2001 are not necessarily indicative of the operating results for the
        full fiscal year.

2.   Reclassification

        Prior year amounts, as previously reported in the statement of
        operations, have been restated for the reclassification of shipping
        and handling fees and related handling costs. Shipping and handling
        fees were reclassified from cost of goods sold to other revenues and
        handling costs were reclassified from general and administrative
        expenses to cost of goods sold.

3.   Recent Accounting Pronouncements

        Statements of Financial Accounting Standards No. 133 "Accounting for
        Derivative Instruments and Hedging Activities" and No. 138 "Accounting
        for Certain Derivative Instruments and Certain Hedging Activities",
        were effective at the beginning of fiscal year 2001. There was no
        material effect on the consolidated financial statements from the
        adoption of these accounting standards.

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Forward-looking statements

Certain statements in this Report on Form 10-Q constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. We may also make written or oral forward-looking statements in our
periodic reports to the Securities and Exchange Commission on Forms 10-K, 10-Q,
8-K, etc., in press releases and other written materials and in oral statements
made by our officers, directors or employees to third parties. Statements that
are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of the Company, or
industry results, to differ materially from historical results, any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, competitive pressures in the apparel industry, changes in levels of
consumer spending or preferences in apparel and acceptance by customers of the
Company's products, overall economic conditions, governmental regulations and
trade restrictions, political or financial instability in the countries where
the Company's goods are manufactured, postal rate increases, paper and printing
costs, availability of suitable store locations at appropriate terms, the level
of the Company's indebtedness and exposure to interest rate fluctuations, and
other risks and uncertainties described in this report and the Company's other
reports and documents filed or which may be filed, from time to time, with the
Securities and Exchange Commission. These statements are based on current plans,
estimates and projections, and therefore, you should not place undue reliance on
them. Forward-looking statements speak only as of the date they are made and we
undertake no obligation to update publicly any of them in light of new
information or future events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

Revenues for the three months ended May 5, 2001 increased to $167.8 million from
$166.9 million in the three months ended April 29, 2000.

Revenues of J. Crew Retail increased from $78.7 million in the first quarter of
2000 to $84.8 million in the first quarter of 2001. This increase was due to the
sales from stores opened for less than a full fiscal year. Comparable store
sales in the first quarter of 2001 decreased by 11.0%. The number of stores open
at May 5, 2001 increased to 112 from 83 at April 29, 2000.

Revenues of J. Crew Direct decreased from $60.2 million in the first quarter of
2000 to $55.7 million in the first quarter of 2001. Revenues from jcrew.com
(which are included in J. Crew Direct revenues) increased to $25.3 million in
the first quarter of 2001 from $19.4 million in first quarter of 2000. Catalog
revenues in the first quarter of 2001 decreased to $30.4 million from $40.8
million in the first quarter of 2000, as the Company continues to migrate
customers to the Internet

Revenues of J. Crew Factory decreased from $19.1 million in the first quarter of
2000 to $18.4 million in the first quarter of 2001. There were 41 stores open
during the first quarter of 2001 compared to 42 stores during the first quarter
of 2000.

Other revenues, which consist of shipping and handling fees and royalties were
$8.9 million in the first quarter of 2001 and 2000.

Cost of goods sold, including buying and occupancy costs, increased as a
percentage of revenues from 56.1% in the first quarter of 2000 to 59.3% in the
first quarter of 2001. This increase is attributable primarily to additional
markdowns and an increase in buying and occupancy costs as a percentage of
revenues in the first quarter of 2001 compared to the first quarter of 2000.

                                       6

<PAGE>

Selling, general and administrative expenses increased to $75.3 million in the
three months ended May 5, 2001 from $73.0 million in the three months ended
April 29, 2000. This increase resulted from an increase in selling expense due
primarily to a shift in the mailing of catalog editions between the first and
second quarters. An increase in general and administrative expenses from the
additional retail stores in operation during the first quarter of 2001 was
offset by a decrease in the bonus provision and cost reduction initiatives. As a
percentage of revenues, selling, general and administrative expenses increased
to 44.9% of revenues in the first quarter of 2001 from 43.7% of revenues in the
first quarter of 2000.

The decrease in interest expense from $5.6 million in the first quarter of 2000
to $4.8 million in the first quarter of 2001 resulted primarily from the
repayment of $30 million of the term loan in the fourth quarter of fiscal year
2000. Average borrowings under revolving credit arrangements were $10.5 million
in the first quarter of 2001 compared to $1.7 million in the first quarter of
2000

The increase in the loss before income taxes from $5.2 million in the three
months ended April 29, 2000 to $11.8 million in the three months ended May 5,
2001 resulted primarily from increases in cost of goods sold and selling
expense.

                                       7

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits.

               None

          (b)  Reports on Form 8-K.

               No reports on Form 8-K were filed during the period covered by
               this Report.

                                       8

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                                   SIGNATURES

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

                                             J. CREW OPERATING CORP.
                                             (Registrant)


Date:      June 11, 2001                     By: /s/ Mark Sarvary
                                                ----------------------------
                                                 Mark Sarvary
                                                 Chief Executive Officer

Date:      June 11, 2001                     By: /s/ Scott M. Rosen
                                                ----------------------------
                                                 Scott M. Rosen
                                                 Chief Financial Officer

                                       9