##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
 FORM 10-K
  (Mark one)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934For the fiscal year ended
    February 3, 2007ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934For the transition period
    from          to   000-21543
  Wilsons The Leather Experts
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Minnesota

41-1839933(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)7401 Boone Ave. N., Brooklyn
    Park, MN

55428(Address of principal executive
    offices)

(Zip Code)   (763) 391-4000
    Common stock, $.01 par
    value

Nasdaq Global Market(Title of Class)

(Name of Exchange on Which
    Registered)   Securities registered pursuant to
    Section 12(g) of the Act:  None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
  sm . Form 10-K
    DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K (Form 10-K). Form 10-K.




---



##### 



WILSONS
    THE LEATHER EXPERTS INC.
  FORM 10-K
  For the
    fiscal year ended February 3, 2007
  TABLE OF
    CONTENTS
  
  description

pagePART IItem 1.

Business


1Item 1A.

Risk
    Factors


11Item 1B.

Unresolved Staff
    Comments


18Item 2.

Properties


18Item 3.

Legal
    Proceedings


18Item 4.

Submission of
    Matters to a Vote of Security Holders


18Item 4A.

Executive Officers
    of the Registrant


18PART IIItem 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


20Item 6.

Selected Financial
    Data


22Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


23Item 7A.

Quantitative and
    Qualitative Disclosure About Market Risk


40Item 8.

Financial
    Statements and Supplementary Data


40Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


40Item 9A.

Controls and
    Procedures


40Item 9B.

Other
    Information


43PART IIIItem 10.

Directors,
    Executive Officers and Corporate Governance


43Item 11.

Executive
    Compensation


43Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


43Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence


43Item 14.

Principal
    Accountant Fees and Services


44PART IVItem 15.

Exhibits and
    Financial Statement Schedules


44Signatures


45Letter AgreementFirst Amendment to Fifth Amended and Restated Credit AgreementOffer LetterSubsidiariesConsent of KPMG LLP302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial Officer




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##### Table of Contents



PART I  When we refer to we, our,
    us, or Wilsons Leather, we mean Wilsons
    The Leather Experts Inc. and its subsidiaries, including its
    predecessor companies. Unless otherwise indicated, references to
    our fiscal year mean the year ended on the Saturday closest to
    January 31. The periods that will end or have ended on
    February 2, 2008, February 3, 2007, January 28,
    2006, January 29, 2005, January 31, 2004, and
    February 1, 2003, are referred to herein as 2007, 2006,
    2005, 2004, 2003, and 2002, respectively. The results of
    operations for fiscal year 2006 consisted of 53 weeks. All
    other fiscal years referenced consist of 52 weeks.
  Item 1.
    Business  Disclosure
    Regarding Forward-Looking Statements
  Form 10-K Form 10-K Form 10-K. Form 10-K Form 10-K.
  Overview
    sm Wilsons Leather
 1




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##### Table of Contents



Financial
    Strategy
      Reengineer the Mall Stores.
  set-ups
  Wilsons Leather Wilsons Leather
      Revitalize the Outlet Division.
  Planning the Launch of a New Store Concept. mid-to-higher-end
  Develop a Wholesale Business.
 2




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##### Table of Contents



Wilsons Leather
  Wilsons
    Leather Wilsons Leather
  Merchandising
    Strategy and Product Design
  up-to-date
  Wilsons Leather
  Increase the Merchandising of Accessories.
 3




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##### Table of Contents



Grow Brand Recognition. Wilsons
    Leather Wilsons
    Leather e-commerce Wilsons Leather
  Designer Label Outerwear. Wilsons Leather Wilsons Leather
  Optimize Merchandise Assortment. up-to-date.
  Target Core Customer Base. Wilsons Leather
  Capitalize on Worldwide Sourcing Network and In-House Design
    Team. Wilsons
    Leather
  Pursue Multiple Selling Channels. e-commerce Wilsons Leather
 4




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##### Table of Contents



Merchandise Category

2006


2005


2004Accessories


41.4
%


38.3
%


35.6
%Womens apparel


28.0
%


30.0
%


32.1
%Mens apparel


30.6
%


31.7
%


32.3
%Total


100.0
%


100.0
%


100.0
%   Sourcing
    and Quality Assurance
            Store
    Formats and Locations
   5




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##### Table of Contents



e-commerce
  Store Locations as of February 3, 2007:
  State

Mall


Outlet


Airport


TotalAlabama






1







1Arkansas


1











1Arizona


2



1







3California


25



14



1



40Colorado


6



3







9Connecticut


7



1







8Delaware


3



1







4Florida


8



8



1



17Georgia


8



5



3



16Iowa


4



1







5Idaho


1











1Illinois


24



4



5



33Indiana


8



2







10Kansas


2



1







3Kentucky


4











4Louisiana






2







2Massachusetts


9



2







11Maryland


8



4







12Maine


3



2







5Michigan


16



3







19Minnesota


13



3



1



17Missouri


3



3







6Mississippi






2







2North Carolina


7



3







10North Dakota


3











3Nebraska


1











1New Hampshire


4



2







6New Jersey


7



3







10New Mexico


2



1







3Nevada


1



3







4New York


18



5







23Ohio


14



4







18Oklahoma


3











3Oregon


5



1







6Pennsylvania


15



4



1



20Rhode Island


1











1South Carolina






5







5South Dakota


2











2Tennessee


6



4







10Texas


12



7







19Utah


1



1



1



3Virginia


6



3



1



10Washington


10



3







13Wisconsin


13



4







17West Virginia


1











1GRAND TOTAL


287



116



14



417   Site Selection for Store Openings and
    Closings.
  
    customer segment and demographic data derived from our
    point-of-sale
    network and outside sources;
    information relating to population density in concentric circles
    surrounding the center;
    the performance of past temporary seasonal stores within the
    center;
    the proposed location within the center; and
    projected profitability, cost, return on investment, and
    cash-flow objectives.   6




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##### Table of Contents



Mall


Outlet


Airport


TotalStore count as of January 31,
    2004


334



107



19



460Fiscal year ended
    January 29, 2005Stores opened


3



2







5Stores closed


(26
)






(3
)


(29
)End of year count


311



109



16



436Fiscal year ended
    January 28, 2006Stores opened


4



3







7Stores closed


(17
)


(2
)


(2
)


(21
)End of year count


298



110



14



422Fiscal year ended
    February 3, 2007Stores opened


3



6







9Stores closed


(14
)










(14
)End of year count


287



116



14



417   Mall Stores.
    Outlet Stores. sm ® sm outlet-only sm ®
  Airport Stores. Wilsons Leather
  e-commerce. e-commerce e-mail e-commerce e-commerce
 7




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##### Table of Contents



Store Operations.
      Distribution
  15-year
  Marketing
    and Advertising
  Wilsons Leather Wilsons Leather e-commerce brick-and-mortar
  e-commerce Wilsons Leather
   8




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##### Table of Contents



Licensing
  e-commerce
  and/or
    Information
    Systems
  point-of-sale point-of-sale
  point-of-sale point-of-sale
 9




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##### Table of Contents



Competition
    Trademarks
  tm ® ® tm ® tm ® tm sm tm tm
  Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
 10




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##### Table of Contents



Item 1A.
    Risk
    Factors    Our
    growth is dependent on strengthening our existing stores and
    brand strategy development.
  Wilsons Leather
  Our
    comparable store sales declined during four of the past five
    years.
    
    general economic conditions and, in particular, the retail sales
    environment;
    consumer shopping preferences;
    transition of our target customer base;
    acceptance of the Wilsons Leatherbrand;
    actions by competitors or mall anchor tenants;
    weather conditions;
    fashion trends;
    changes in our merchandise mix;
    the timing of new store openings and the relative proportion of
    new stores to mature stores;
    maintaining appropriate inventory levels;
    calendar shifts of seasonal periods; and
    timing of promotional events.   11




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##### Table of Contents



We may
    need funding in addition to our cash flow from operations and
    existing credit facilities.
    We are
    dependent upon our key supplier to implement our merchandising
    strategy to offer designer labels in our stores outerwear
    product mix.
  Wilsons Leather Wilsons Leather
  Changes
    in customer shopping patterns could harm our
    sales.
  e-commerce
  We may
    not be able to build and grow our wholesale business effectively
    and timely and we cannot assure that our wholesale business will
    warrant additional growth or gain market
    acceptance.
    We may
    need to record additional impairment losses in the future if our
    stores operating performance does not
    improve.
   12




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##### Table of Contents



The
    high level of competition in our markets may lead to reduced
    sales and profits.
    Uncertainty
    in general economic conditions may lead to reduced consumer
    demand for our leather outerwear, accessories and apparel and
    could adversely affect our business and liquidity.
    
    general economic conditions;
    rising energy prices;
    interest rates;
    the availability of consumer credit;
    continued hostilities in the Middle East and other significant
    national and international events; and
    taxation and consumer confidence in future economic conditions.      Unseasonably
    warm weather, particularly during the fall and winter, has in
    the past and may in the future negatively effect our sales
    performance.
    Our
    inability to effectively respond to changes in fashion trends
    and consumer demands could adversely affect our
    sales.
   13




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##### Table of Contents



hoof-and-mouth
  A
    decrease in the availability of leather or an increase in its
    price could harm our business.
    We
    could have difficulty obtaining merchandise from our foreign
    suppliers.
    
    transportation delays and interruptions, including delays
    relating to labor disputes;
    economic and political instability;
    restrictive actions by foreign governments;
    trade and foreign tax laws;
    fluctuations in currency exchange rates and restrictions on the
    transfer of funds; and
    the possibility of boycotts or other actions prompted by
    domestic concerns regarding foreign labor practices or other
    conditions beyond our control.   14




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##### Table of Contents



The
    seasonality of our business could affect our
    profitability.
      
    merchandise mix offered during the peak selling season;
    the timing and level of markdowns and promotions by us during
    the peak selling season;
    the timing and level of markdowns and promotions by our
    competitors during the peak selling season;
    consumer shopping patterns and preferences;
    the timing of certain holidays; and
    the number of shopping days and weekends between Thanksgiving
    and Christmas.  Our
    inability to renew existing licensing agreements
    and/or to
    enter into new relationships could negatively impact our
    sales.
    
    achieve net sales sufficient to cover specified minimum royalty
    payments that may be required under existing agreements;
    successfully negotiate renewal of agreements when they expire;
    obtain the ability to sell through additional selling channels,
    including wholesale; and
    enter into new licensing agreements with other parties.  The
    public sale of our common stock issued pursuant to our employee
    benefit plans or the sale into the market of the shares issued
    in our equity financing in April 2004 or issuable upon exercise
    of the warrants delivered in connection with our April 2004
    equity financing could decrease the price of our common stock or
    make it more difficult to obtain additional financing in the
    future.
   15




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##### Table of Contents



Our
    accounting policies and methods are key to how we report our
    financial condition and results of operations and they may
    require management to make estimates about matters that are
    inherently uncertain.
    and/or
  
    significantly increase our lower of cost or market allowance for
    obsolete inventory; or
    recognize a significant provision for impairment of our fixed
    assets at our stores.    Changes
    to financial accounting standards may affect our results of
    operations and cause us to change our business
    practices.
    Loss
    of key members of our senior management team could adversely
    affect our business.
    Ownership
    of our common stock is concentrated.
    
    the election of individuals to our board of directors;
    the adoption of amendments to our Amended and Restated Articles
    of Incorporation; and
    the approval of certain mergers, additional financing, sales of
    assets, and other business acquisitions or dispositions. 16




---



##### Table of Contents



The
    market price for our common stock may be volatile.
    
    any future sales of our common stock or other securities;
    a decline in any month or quarter of our net sales or earnings;
    a decline in any month or quarter of comparable store sales;
    a deviation in our net sales, earnings or comparable store sales
    from levels expected by securities analysts;
    changes in financial estimates by securities analysts; or
    changes in market valuations of other companies in the same or
    similar markets.  sm
  We
    rely on third parties for upgrading and maintaining our
    information systems.
    War,
    acts of terrorism or the threat of either may negatively impact
    the availability of merchandise and otherwise adversely impact
    our business.
      Any
    significant interruption in the operation of our corporate
    offices and distribution centers could have a material adverse
    effect on our business.
   17




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    15-year
  Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 4A.
    Executive
    Officers of the Registrant    Name

Age

PositionMichael M. Searles


57


Chairman and Chief Executive
    OfficerStacy A. Kruse


47


Chief Financial Officer and
    TreasurerM. Adam Boucher


45


Vice President, Store Sales and
    Real EstateWilliam S. Hutchison


33


Chief Merchandising and Sourcing
    OfficerJeffrey M. Loeb


51


Chief Information OfficerMichael J. Tripp


38


Vice President, Global Logistics
    and Customs Compliance   Michael M. Searles
  Stacy A. Kruse
 18




---



##### Table of Contents



M. Adam Boucher
  William S. Hutchison
  Jeffrey M. Loeb
  Michael J. Tripp
 19




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    Quarterly Common Stock Price RangesFiscal quarter ended

High


LowApril 30, 2005

$
5.60


$
2.62July 30, 2005

$
7.20


$
4.80October 29, 2005

$
7.26


$
4.97January 28, 2006

$
5.03


$
3.04April 29, 2006

$
3.98


$
3.14July 29, 2006

$
4.12


$
3.25October 28, 2006

$
3.70


$
2.46February 3, 2007

$
2.84


$
1.68    20




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##### Table of Contents



Comparative
    Stock Performance
    
  2/2/02



2/1/03



1/31/04



1/29/05



1/28/06



2/3/07Wilsons The Leather Experts
    Inc.



100.00




38.16




25.60




26.02




28.35




16.29Nasdaq Retail Composite
    Stock Index



100.00




81.32




119.23




142.79




154.85




170.14S&P 500 Index



100.00




76.25




100.80




104.38




114.39




129.07   Dividends
    Purchases
    of Equity Securities
   21




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##### Table of Contents



Item 6.
    Selected
    Financial Data  page F-1
  SELECTED
    HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
  (In
    thousands, except per share amounts and operating
    data)
  For the years
    ended(1)February 3,


January 28,


January 29,


January 31,


February 1,2007


2006


2005


2004


2003Statement of Operations
    Data:Net sales

$
321,262


$
397,986


$
441,071


$
521,025


$
571,547Gross margin


87,011



139,232



141,358



147,111



169,753Operating income (loss)


(35,610
)


12,282



(18,512
)


(25,920
)


(13,603
)Income (loss) from continuing
    operations before income taxes and cumulative effect of a change
    in accounting principle


(37,472
)


9,126



(25,939
)


(36,788
)


(23,856
)Income tax benefit


(4,377
)


(3,086
)


(2,183
)


(3,205
)


(9,543
)Income (loss) from continuing
    operations before cumulative effect of a change in accounting
    principle


(33,095
)


12,212



(23,756
)


(33,583
)


(14,313
)Income (loss) from discontinued
    operations, net of tax










173







(42,014
)Cumulative effect of a change in
    accounting principle, net of
    tax(2)


















(24,567
)Net income (loss)

$
(33,095
)

$
12,212


$
(23,583
)

$
(33,583
)

$
(80,894
)Basic income (loss) per
    share:Income (loss) from continuing
    operations before cumulative effect of a change in accounting
    principle

$
(0.85
)

$
0.31


$
(0.76
)

$
(1.64
)

$
(0.71
)Income (loss) from discontinued
    operations










0.01







(2.10
)Cumulative effect of a change in
    accounting principle


















(1.22
)Basic income (loss) per share

$
(0.85
)

$
0.31


$
(0.75
)

$
(1.64
)

$
(4.03
)Diluted income (loss) per
    share:Income (loss) from continuing
    operations before cumulative effect of a change in accounting
    principle

$
(0.85
)

$
0.30


$
(0.76
)

$
(1.64
)

$
(0.71
)Income (loss) from discontinued
    operations










0.01







(2.10
)Cumulative effect of a change in
    accounting principle


















(1.22
)Diluted income (loss) per share

$
(0.85
)

$
0.30


$
(0.75
)

$
(1.64
)

$
(4.03
)Weighted average common shares
    outstanding:Basic


39,154



38,994



31,275



20,528



20,053Diluted


39,154



40,767



31,275



20,528



20,053Selected Operating
    Data:Number of permanent stores open at
    end of
    period(3)


417



422



436



460



618Change in comparable store
    sales(3)(4)


(17.2
)%


(2.9
)%


0.6
%


(6.8
)%


(7.0
)%Net sales per square foot for
    stores open entire
    period(3)

$
324


$
381


$
395


$
377


$
380Total selling square footage at end
    of
    period(3)
    (in thousands)


962



970



1,004



1,052



1,377Peak number of seasonal stores
    during period


N/A



118



102



229



284   22




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##### Table of Contents



At year endedFebruary 3,


January 28,


January 29,


January 31,


February 1,2007


2006


2005


2004


2003(1)Balance Sheet Data:Working capital

$
75,193


$
102,878


$
86,221


$
61,847


$
107,096Inventories


74,897



85,645



86,059



89,298



118,701Total assets


145,345



179,868



188,580



215,765



259,303Total debt (short and long-term)


20,000



20,000



25,000



56,189



55,740Shareholders equity


78,501



108,054



95,107



85,354



117,228     (1)
    
    The year ended February 3, 2007 is a 53 week year, all
    other years presented are 52 week years.(2)
    
    Includes a charge to operations, net of tax, of
    $24.6 million resulting from the cumulative effect of
    adopting SFAS No. 142, Goodwill and Other
    Intangible Assets.(3)
    
    The figures for January 31, 2004 exclude the 111
    liquidation stores.(4)
    
    A store is included in the comparable store sales calculation
    after it has been opened and operated by us for more than
    52 weeks. The percentage change is computed by comparing
    total net sales for comparable stores as thus defined at the end
    of the applicable reporting period with total net sales from
    comparable stores for the comparable period in the prior year.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
  Executive
    Overview
           23




---



##### Table of Contents



Comparable





Sales per SellingSales


Store Sales


Average Size


Square
    Foot(1)(in millions)





(in sellingsquare feet)Mall stores

$
173.1



(22.7
)%


2,000


$
296Outlet stores


128.7



(8.9
)%


3,250



347Airport stores


10.7



(12.7
)%


600



1,289E-commerce


6.7











Wholesale


1.5











Seasonal


0.6











Total

$
321.3     Comparable





Sales per SellingSales


Store Sales


Average Size


Square
    Foot(1)(in millions)





(in sellingsquare feet)Mall stores

$
225.8



(2.5
)%


2,000


$
367Outlet stores


134.7



(4.3
)%


3,300



378Airport stores


12.9



4.1
%


600



1,438E-commerce


6.3











Seasonal


18.3











Total

$
398.0     Comparable





Sales per SellingSales


Store Sales


Average Size


Square
    Foot(1)(in millions)





(in sellingsquare feet)Mall stores

$
246.3



(0.3
)%


2,000


$
388Outlet stores


139.0



2.0
%


3,300



378Airport stores


13.6



4.6
%


700



1,650E-commerce


4.2











Seasonal


17.2











Liquidation


20.8











Total

$
441.1     (1)
    
    Sales per square foot is defined as net sales for stores open a
    full 12 months divided by total selling square feet for
    stores open a full 12 months. 24




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##### Table of Contents




    reengineering our Wilsons Leather mall stores with greater
    accessory penetration, migration to a product mix with higher
    price points, introduction of new signage, product ticketing and
    store
    set-ups,
    giving our mall stores a fresh and clean look that is easier to
    shop;
    revitalizing our outlet division with marketing packages
    differentiated from our mall stores and improved merchandising
    within the outlet stores;
    planning the launch of a new store concept in the future, which
    was to focus on
    mid-to-higher-end
    accessory offerings with a limited assortment of
    outerwear; and
    developing a wholesale business to sell proprietary licensed and
    branded leather products in geographies and product categories
    outside our current markets and product mix.  set-ups
    mid-to-higher-end
    Wilsons Leather
    Wilsons Leather
 25




---



##### Table of Contents



Wilsons
    Leather
    Critical
    Accounting Policies
  page F-7
  Inventories
  last-in, first-in,
        Property
    and Equipment Impairment
   26




---



##### Table of Contents



Results
    of Operations
  Overview
  page F-14 year-to-date
 27




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  Reconciliation
    of GAAP Consolidated Statement of Operations to
 Adjusted
    Statement of Operations for the year ended January 29,
    2005
  (In thousands, except per share amounts)
 (Unaudited)
  Liquidation,For the year


Restructuring


For the yearended January 29,


and Other


ended January 29,2005as reported


Charges(1)


2005AdjustedNET SALES

$
441,071


$
20,778


$
420,293COST OF GOODS SOLD, BUYING AND
    OCCUPANCY COSTS


299,713



16,944



282,769Gross margin


141,358



3,834



137,524SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES


129,240



17,442



111,798DEPRECIATION AND AMORTIZATION


30,630



13,780



16,850Operating income (loss)


(18,512
)


(27,388
)


8,876INTEREST EXPENSE, net


7,427







7,427Income (loss) from continuing
    operations before income taxes


(25,939
)


(27,388
)


1,449INCOME TAX BENEFIT


(2,183
)






(2,183
)Income (loss) from continuing
    operations


(23,756
)


(27,388
)


3,632INCOME FROM DISCONTINUED
    OPERATIONS, net of tax


173







173Net income (loss)

$
(23,583
)

$
(27,388
)

$
3,805BASIC INCOME (LOSS) PER
    SHARE:Income (loss) from continuing
    operations

$
(0.76
)

$
(0.87
)

$
0.11Income (loss) from discontinued
    operations


0.01







0.01Basic income (loss) per share

$
(0.75
)

$
(0.87
)

$
0.12Basic weighted average shares
    outstanding


31,275







31,275DILUTED INCOME (LOSS) PER
    SHARE:Income (loss) from continuing
    operations

$
(0.76
)

$
(0.85
)

$
0.11Income (loss) from discontinued
    operations


0.01







0.01Diluted income (loss) per share

$
(0.75
)

$
(0.85
)

$
0.12Diluted weighted average shares
    outstanding


31,275







32,057     (1)
    
    Includes $27.4 million related to the transfer of inventory
    to an independent liquidator in conjunction with the closing of
    approximately 111 stores, accelerated depreciation, fixed asset
    write-offs, lease termination costs related to store closings,
    severance, and other restructuring charges. 28




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##### Table of Contents



As reportedFor the years endedFebruary 3,


January 28,


January 29,2007


2006


2005NET SALES


100.0
%


100.0
%


100.0
%COST OF GOODS SOLD, BUYING AND
    OCCUPANCY COSTS


72.9



65.0



68.0Gross margin


27.1



35.0



32.0SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES


34.3



28.4



29.3DEPRECIATION AND AMORTIZATION


3.9



3.5



6.9Operating income (loss)


(11.1
)


3.1



(4.2
)INTEREST EXPENSE, net


0.6



0.8



1.7INCOME TAX BENEFIT


(1.4
)


(0.8
)


(0.5
)Income (loss) from continuing
    operations


(10.3
)


3.1



(5.4
)INCOME FROM DISCONTINUED
    OPERATIONS, net of tax










Net income (loss)


(10.3
)%


3.1
%


(5.3
)%     As adjustedFor the year endedJanuary 29,2005NET SALES


100.0
%COST OF GOODS SOLD, BUYING AND
    OCCUPANCY COSTS


67.3Gross margin


32.7SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES


26.6DEPRECIATION AND AMORTIZATION


4.0Operating income


2.1INTEREST EXPENSE, net


1.8INCOME TAX BENEFIT


(0.5
)Income from continuing operations


0.9INCOME FROM DISCONTINUED
    OPERATIONS, net of tax


Net income


0.9
%   2006
    Compared to 2005
  Net Sales.
   29




---



##### Table of Contents



year-over-year.
        Cost of Goods Sold, Buying and Occupancy
    Costs. year-over-year. year-over-year.
       30




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
  year-over-year
  Share-Based Payment start-up
  Depreciation and Amortization. year-to-date
  Operating Income (Loss).
  Interest Expense. year-over-year,
  Income Tax Benefit.
 31




---



##### Table of Contents



Net Income (Loss).
  2005
    Compared to 2004
  Net Sales.
      Cost of Goods Sold, Buying and Occupancy
    Costs. year-over-year.
      Selling, General and Administrative
    Expenses.
 32




---



##### Table of Contents



e-commerce
  year-to-date
  Depreciation and
    Amortization. year-over-year.
  Operating Income (Loss). year-over-year.
  Interest Expense. 1 4
  Income Tax Benefit.
  Income from Discontinued Operations.
  Net Income (Loss).
 33




---



##### Table of Contents



Liquidity
    and Capital Resources
  Wilsons Leather
        
    90% of the then applicable discount rate applied in appraising
    eligible retail inventories to reflect their value as if sold in
    an orderly liquidation, plus the lesser of 10% of various
    components of the borrowing base or the then outstanding
    principal balance of the Term B promissory note, except that
    such amount is reduced by the amount of certain in-transit
    inventory to the extent such inventory reflects a
    disproportionate amount of our total inventory;
    plus the lesser of $10.0 million or 50% of the difference
    between the book value of eligible wholesale inventory and the
    book value of eligible wholesale inventory in-transit in excess
    of $5.0 million;
    plus 90% of the discount rate applied in appraising retail
    inventories to reflect their value as if sold in an orderly
    liquidation, times the future retail inventory subject to trade
    letters of credit;
    plus 50% of the book value of our future wholesale inventories
    related to trade letters of credit;
    plus 90% of credit card receivables;
    plus the lesser of $10.0 million or 90% of eligible
    wholesale accounts receivable; and
    minus a reserve equal to the outstanding principal amount of the
    Term B promissory note ($20.0 million as of
    February 3, 2007) and a separate reserve equal to 10%
    of the lesser of $115.0 million and the maximum amount
    calculated under the formula described above.     34




---



##### Table of Contents



1 4
 35




---



##### Table of Contents



Cash Flow
    Analysis
    For the years endedJanuary 28,


January 29,February 3,


2006


20052007


(Revised)


(Revised)(in thousands)Net cash (used in) provided by
    operating activities of continuing operations

$
(14,550
)

$
10,958


$
11,046Net cash used in investing
    activities of continuing operations


(11,033
)


(9,986
)


(4,552
)Net cash (used in) provided by
    financing activities of continuing operations


(60
)


(4,241
)


157Net cash used in discontinued
    operations










(233
)NET (DECREASE) INCREASE IN CASH
    AND CASH EQUIVALENTS

$
(25,643
)

$
(3,269
)

$
6,418   Operating Activities.
           36




---



##### Table of Contents



Investing Activities.
  point-of-sale
    Financing Activities.
    1 4
  Discontinued Operations.
  Contractual Obligations and Commercial
    Commitments.
  Contractual
    Obligations
  Payments
    Due by Period (in thousands)
  Total











After FiveObligations


2007


2008-2009


2010-2011


YearsOperating
    leases(1)

$
168,112


$
33,343


$
57,629


$
40,871


$
36,269Licensing obligations


1,040



645



295



100



Debt
    obligations(2)


20,000











20,000



Total contractual obligations

$
189,152


$
33,988


$
57,924


$
60,971


$
36,269  37




---



##### Table of Contents



(1)
    
    Includes store and distribution center operating leases, which
    generally provide for payment of direct operating costs in
    addition to rent. These obligation amounts include future
    minimum lease payments and exclude related direct operating
    costs.(2)
    
    Excludes variable rate interest of the LIBOR plus 4.0%.  Commercial
    Commitments
  Amount of
    Commitment by Period (in thousands)
  Total











After FiveObligations


2007


2008-2009


2010-2011


YearsDocumentary letters of credit

$
945


$
945


$



$



$
Standby letters of credit


2,830



2,830











Total commercial commitments

$
3,775


$
3,775


$



$



$
   Off-Balance
    Sheet Arrangements
    Seasonality
    and Inflation
      Discontinued
    Operations
    Reorganization
    and Partial Store Liquidation
   38




---



##### Table of Contents



Quarterly
    Results
  Form 10-K
  Quarter
    ended(1)Fiscal 2006


Fiscal 2005Feb. 3,


Oct. 28,


Jul. 29,


April 29,


Jan. 28,


Oct. 29,


Jul. 30,


April 30,2007(2)


2006


2006


2006


2006


2005


2005


2005Net sales

$
132,967


$
64,457


$
49,158


$
74,680


$
178,851


$
76,389


$
58,417


$
84,329Gross margin


49,982



15,421



1,878



19,730



80,262



20,157



13,428



25,385Operating income (loss)


12,867



(14,132
)


(25,323
)


(9,022
)


40,477



(10,344
)


(14,721
)


(3,130
)Net income (loss)

$
11,964


$
(14,057
)

$
(24,502
)

$
(6,500
)

$
41,714


$
(11,716
)

$
(13,993
)

$
(3,793
)Basic income (loss) per
    share:Net income (loss)

$
0.31


$
(0.36
)

$
(0.63
)

$
(0.17
)

$
1.07


$
(0.30
)

$
(0.36
)

$
(0.10
)Diluted income (loss) per
    share:Net income (loss)

$
0.31


$
(0.36
)

$
(0.63
)

$
(0.17
)

$
1.04


$
(0.30
)

$
(0.36
)

$
(0.10
)     (1)
    
    The sum of the per share amounts for the quarters does not equal
    the totals for the year due to the application of the treasury
    stock method.(2)
    
    The quarter ended February 3, 2007 is a fourteen-week
    quarter; all other quarters presented are thirteen-week quarters.  Recently
    Issued Accounting Pronouncements
   39




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosure About Market Risk      Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Managements
    Report on Internal Controls and Procedures
     40




---



##### Table of Contents



41




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 
    42




---



##### Table of Contents



Change in
    Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   PART III    Form 10-K Form 10-K.
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K Form 10-K.
  Form 10-K.
  Item 11.
    Executive
    Compensation  Form 10-K
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K
 43




---



##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services  Form 10-K
 PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)  Documents filed as part of this report:
                     44




---



##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) 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 on March 30,
    2007:
  Wilsons The Leather
    Experts Inc.
   By:
    /s/  Michael
    M. Searles  Michael M. Searles
 Chairman and Chief Executive
    Officer
 (principal executive
    officer)
  By:
    /s/  Stacy
    A. Kruse  Stacy A. Kruse
 Chief Financial Officer and
    Treasurer
 (principal financial and
    accounting officer)
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below on March 30,
    2007 by the following persons on behalf of the registrant and in
    the capacities indicated:
  /s/  Michael
    M. SearlesMichael
    M. Searles

Director/s/  Gail
    A. CottleGail
    A. Cottle

Director/s/  Michael
    T. CowhigMichael
    T. Cowhig

Director/s/  William
    F. FarleyWilliam
    F. Farley

Director/s/  Peter
    V. HandalPeter
    V. Handal

Director/s/  Bradley
    K. JohnsonBradley
    K. Johnson

Director/s/  Michael
    J. MccoyMichael
    J. Mccoy

Director/s/  David
    L. RogersDavid
    L. Rogers

Director/s/  R.
    Ted
    WeschlerR.
    Ted Weschler

Director  45




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  Index to
    Consolidated Financial Statements and Financial Statement
    Schedule
  PageReport of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Balance Sheets as of February 3, 2007 and January 28,
    2006


F-3Consolidated
    Statements of Operations for the years ended February 3,
    2007, January 28, 2006 and January 29, 2005


F-4Consolidated
    Statements of Shareholders Equity for the years ended
    February 3, 2007, January 28, 2006 and
    January 29, 2005


F-5Consolidated
    Statements of Cash Flows for the years ended February 3,
    2007, January 28, 2006 and January 29, 2005


F-6Notes to
    Consolidated Financial Statements


F-7Financial Statement Schedule:Schedule II 
    Valuation and Qualifying Accounts


F-27  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               
    F-2




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS 
    (In thousands, except share and per share amounts)
  February 3,


January 28,2007


2006ASSETSCURRENT ASSETS:Cash and cash equivalents

$
19,909


$
45,552Accounts receivable, net of
    allowance of $71 and $76 in 2006 and 2005, respectively


3,132



4,063Inventories


74,897



85,645Prepaid expenses


7,267



1,987TOTAL CURRENT ASSETS


105,205



137,247Property and equipment, net


38,890



41,045Other assets, net


1,250



1,576TOTAL ASSETS

$
145,345


$
179,868LIABILITIES AND
    SHAREHOLDERS
    EQUITYCURRENT LIABILITIES:Accounts payable

$
14,337


$
12,036Accrued expenses


14,534



16,595Income taxes payable


921



5,685Deferred income taxes


220



53TOTAL CURRENT LIABILITIES


30,012



34,369Long-term debt


20,000



20,000Other long-term liabilities


16,832



17,445TOTAL LIABILITIES


66,844



71,814COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Common stock, $.01 par value;
    150,000,000 shares authorized; 39,204,299 and
    39,087,652 shares issued and outstanding on
    February 3, 2007 and January 28, 2006, respectively


392



391Additional paid-in capital


136,441



133,853Accumulated deficit


(58,334
)


(26,201
)Accumulated other comprehensive
    income


2



11TOTAL SHAREHOLDERS EQUITY


78,501



108,054TOTAL LIABILITIES AND
    SHAREHOLDERS EQUITY

$
145,345


$
179,868    F-3




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  (In
    thousands, except per share amounts)
  For the years endedFebruary 3,


January 28,


January 29,2007


2006


2005NET SALES

$
321,262


$
397,986


$
441,071COST OF GOODS SOLD, BUYING AND
    OCCUPANCY COSTS


234,251



258,754



299,713Gross margin


87,011



139,232



141,358SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES


110,159



112,877



129,240DEPRECIATION AND AMORTIZATION


12,462



14,073



30,630Operating income (loss)


(35,610
)


12,282



(18,512
)INTEREST EXPENSE, net


1,862



3,156



7,427Income (loss) from continuing
    operations before income taxes


(37,472
)


9,126



(25,939
)INCOME TAX BENEFIT


(4,377
)


(3,086
)


(2,183
)Income (loss) from continuing
    operations


(33,095
)


12,212



(23,756
)INCOME FROM DISCONTINUED
    OPERATIONS, net of tax










173Net income (loss)

$
(33,095
)

$
12,212


$
(23,583
)BASIC INCOME (LOSS) PER
    SHARE:Income (loss) from continuing
    operations

$
(0.85
)

$
0.31


$
(0.76
)Income from discontinued operations










0.01Basic income (loss) per share

$
(0.85
)

$
0.31


$
(0.75
)Basic weighted average common
    shares outstanding


39,154



38,994



31,275DILUTED INCOME (LOSS) PER
    SHARE:Income (loss) from continuing
    operations

$
(0.85
)

$
0.30


$
(0.76
)Income from discontinued operations










0.01Diluted income (loss) per share

$
(0.85
)

$
0.30


$
(0.75
)Diluted weighted average common
    shares outstanding


39,154



40,767



31,275    F-4




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY 
    (In thousands, except share amounts)
  AccumulatedAdditional








other


TotalCommon stock


paid-in


Deferred


Accumulated


comprehensive


shareholdersShares


Amount


capital


compensation


deficit


income (loss)


equityBALANCE, January 31,
    2004


20,807,706


$
208


$
100,633


$
(701
)

$
(14,788
)

$
2


$
85,354Net loss


















(23,583
)






(23,583
)Other comprehensive income- Foreign
    currency translation adjustment






















2



2Comprehensive loss


























(23,581
)Stock options exercised


15,600







62















62Shares issued under the
    Companys employee stock purchase plan


73,961



1



205















206Net restricted stock issued to
    employees


38,087







103



(127
)










(24
)Compensation expense for restricted
    stock issued to employees














828











828Private placement of common stock,
    net of issuance costs


17,948,718



180



32,100















32,280Joint venture distribution


















(18
)






(18
)BALANCE, January 29,
    2005


38,884,072



389



133,103







(38,389
)


4



95,107Net income


















12,212







12,212Other comprehensive income- Foreign
    currency translation adjustment






















7



7Comprehensive income


























12,219Stock options exercised


162,100



2



592















594Shares issued under the
    Companys employee stock purchase plan


41,480







158















158Joint venture distribution


















(24
)






(24
)BALANCE, January 28,
    2006


39,087,652



391



133,853







(26,201
)


11



108,054Cumulative effect of adjustment
    resulting from adoption of SAB No. 108, net of tax


















962







962BALANCE, January 28, 2006
    as adjusted


39,087,652



391



133,853







(25,239
)


11



109,016Net loss


















(33,095
)






(33,095
)Other comprehensive income- Foreign
    currency translation adjustment






















(9
)


(9
)Comprehensive income


























(33,104
)Compensation expense for options
    issued to employees










2,267















2,267Stock options exercised


44,040







128















128Shares issued under the
    Companys employee stock purchase plan


55,487



1



130















131Shares issued to non-employee
    directors


17,120







63















63BALANCE, February 3,
    2007


39,204,299


$
392


$
136,441


$



$
(58,334
)

$
2


$
78,501    F-5




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS 
    (In thousands)
  For the years endedJanuary 28,


January 29,February 3,


2006


20052007


(Revised)


(Revised)OPERATING ACTIVITIES:Net income (loss)

$
(33,095
)

$
12,212


$
(23,583
)Income from discontinued
    operations, net of tax










(173
)Income (loss) from continuing
    operations


(33,095
)


12,212



(23,756
)Adjustments to reconcile income
    (loss) from continuing operations to net cash (used in) provided
    by operating activities:Depreciation and amortization


12,462



14,073



30,630Amortization of deferred financing
    costs


698



628



1,429Loss (gain) on disposal of assets


(13
)


(142
)


1,119Asset impairment


733







Stock compensation expense


2,267







828Deferred income taxes


167



(5,532
)


(2,618
)Changes in operating assets and
    liabilities:Accounts receivable, net


931



(420
)


2,479Inventories


10,748



414



3,239Prepaid expenses


(4,805
)


1,259



473Accounts payable and accrued
    expenses


733



(12,301
)


2,215Income taxes payable and other
    liabilities


(5,376
)


767



(4,992
)Net cash (used in) provided by
    operating activities of continuing operations


(14,550
)


10,958



11,046INVESTING ACTIVITIES:Additions to property and equipment


(11,112
)


(10,291
)


(4,785
)Proceeds from sale of property and
    equipment


79



305



233Net cash used in investing
    activities of continuing operations


(11,033
)


(9,986
)


(4,552
)FINANCING ACTIVITIES:Proceeds from issuance of common
    stock, net


322



752



32,524Debt acquisition costs


(373
)






(1,180
)Repayments of long-term debt






(5,000
)


(64
)Repurchase of debt










(31,125
)Other


(9
)


7



2Net cash (used in) provided by
    financing activities of continuing operations


(60
)


(4,241
)


157OPERATING CASH FLOWS OF
    DISCONTINUED OPERATIONS










(233
)NET (DECREASE) INCREASE IN CASH
    AND CASH EQUIVALENTS


(25,643
)


(3,269
)


6,418CASH AND CASH EQUIVALENTS,
    beginning of year


45,552



48,821



42,403CASH AND CASH EQUIVALENTS, end
    of year

$
19,909


$
45,552


$
48,821SUPPLEMENTAL CASH FLOW
    INFORMATION:Cash paid during the year
    for Interest

$
2,829


$
3,527


$
7,889Income taxes

$
219


$
1,069


$
607    F-6




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  February 3,
    2007 and January 28, 2006
  1
    Summary
    of significant accounting policies  Nature of
    organization
    Basis of
    presentation
      Fiscal
    year
    Use of
    estimates
    Fair
    values of financial instruments
    Cash and
    cash equivalents
   F-7




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Inventories
  last-in, first-in,
          February 3,


January 28,2007


2006Raw materials

$
2,940


$
2,040Finished goods


71,957



83,605Total

$
74,897


$
85,645   Property
    and equipment
  No. FAS 13-1 FAS 13-1).
 F-8




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Store
    closing and impairment of long-lived assets
      Debt
    issuance costs
    Operating
    leases
  FAS 13-1.
 F-9




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Revenue
    recognition
  right-of-return
  Store
    opening costs
    Advertising
    costs
    Income
    taxes
    Sales
    taxes
    Foreign
    currency translation
   F-10




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Income
    (loss) per share
    For the years endedFebruary 3,


January 28,


January 29,2007


2006


2005Weighted average common shares
    outstanding  basic


39,154



38,994



31,275Effect of dilutive securities:
    stock options






110



Effect of dilutive securities:
    warrants






1,663



Weighted average common shares
    outstanding  diluted


39,154



40,767



31,275     Stock-based
    compensation
  Share-Based Payment Accounting for Stock Issued to
    Employees Accounting for Stock-Based Compensation
   F-11




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
       For the years endedFebruary 3,

January 28,

January 29,2007

2006

2005Expected term (in years)


4
.1


4
.5


4
.7Expected volatility


68
.4%


69
.5%


67
.3%Risk-free interest rate


4
.8%


3
.9%


3
.5%Dividend yield


0
.0%


0
.0%


0
.0%Weighted Average fair value of
    options granted

$
1
.82

$
3
.35

$
2
.61        F-12




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    For the years endedJanuary 28,


January 29,2006


2005Net income (loss):As reported

$
12,212


$
(23,583
)Stock based employee compensation
    expense included in net income (loss)






828Stock based employee compensation
    determined under fair value based method for all
    awards(1)


(2,285
)


(2,987
)Pro forma income (loss)

$
9,927


$
(25,742
)Basic income (loss) per
    share:As reported

$
0.31


$
(0.75
)Stock based employee compensation
    expense included in net income (loss)






0.03Stock based employee compensation
    determined under fair value based method for all
    awards(1)


(0.06
)


(0.10
)Basic pro forma income (loss)

$
0.25


$
(0.82
)Diluted income (loss) per
    share:As reported

$
0.30


$
(0.75
)Stock based employee compensation
    expense included in net income (loss)






0.03Stock based employee compensation
    determined under fair value based method for all
    awards(1)


(0.06
)


(0.10
)Diluted pro forma income (loss)

$
0.24


$
(0.82
)     (1)
    
    For 2004, $1.1 million of pro forma expense was due to
    stock option acceleration from the private placement equity
    transaction that occurred in July of 2004. See Note 10,
    Capital stock.      New
    accounting pronouncements
  Fair Value Measurements
 F-13




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    Considering the
    Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements beginning-of-the-year
  Accounting for Uncertainty in Income
    Taxes Accounting for Income Taxes.
  No. 06-3, How Sales Taxes Collected From Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement 06-3), 06-3
  Inventory Costs
  2
    Reorganization
    and partial store liquidation   F-14




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
      3
    Discontinued
    operations    4
    Other
    assets    February 3,


January 28,2007


2006Debt issuance costs

$
5,219


$
5,384LessAccumulated amortization


(4,027
)


(3,867
)Debt issuance costs, net


1,192



1,517Other intangible assets, net


58



59Total

$
1,250


$
1,576    F-15




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   5
    Accounts
    receivable    February 3,


January 28,2007


2006Trade receivables

$
2,359


$
2,579Other receivables


929



1,641Total


3,288



4,220LessAllowance for doubtful
    accounts


(71
)


(76
)LessDeferred
    sales(1)


(85
)


(81
)Total

$
3,132


$
4,063     (1)
    
    Deferred in-transit
    e-commerce
    sales.  6
    Property
    and equipment    February 3,


January 28,2007


2006Equipment and furniture

$
74,420


$
75,250Leasehold improvements


42,700



40,101Total


117,120



115,351LessAccumulated depreciation
    and amortization


(78,230
)


(74,306
)Net property and equipment

$
38,890


$
41,045   7
    Accrued
    expenses    February 3,


January 28,2007


2006Compensation and benefits

$
5,137


$
6,155Taxes other than income taxes


2,002



2,759Rent


2,695



2,786Other


4,700



4,895Total

$
14,534


$
16,595   8
    Long-term
    debt    February 3,


January 28,2007


2006Term B promissory note

$
20,000


$
20,000Less: current portion






Total long-term debt

$
20,000


$
20,000  F-16




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Term B
    promissory note and senior credit facility
         F-17




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
       2007

$
2008


2009


2010


20,000$
20,000   9
    Income
    taxes    For the years endedFebruary 3,


January 28,


January 29,2007


2006


2005CurrentFederal

$
(2,708
)

$
1,551


$
(94
)State


(1,836
)


895



537Deferred


167



(5,532
)


(2,626
)Total

$
(4,377
)

$
(3,086
)

$
(2,183
)     For the years endedFebruary 3,


January 28,


January 29,2007


2006


2005Tax at statutory rate (35%)

$
(13,115
)

$
3,194


$
(9,078
)State income taxes, net of federal
    benefit


(3,075
)


582



(1,249
)Change in valuation allowance


12,188



33



6,415Adjustment of deferred tax balances


167



(5,565
)


855Adjustment of tax contingency
    reserves


(947
)


(1,571
)


396Other


405



241



478Total

$
(4,377
)

$
(3,086
)

$
(2,183
)    F-18




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     For the years endedFebruary 3,


January 28,


January 29,2007


2006


2005Statutory rate


(35.0
)%


35.0
%


(35.0
)%State income taxes


(8.2
)%


6.4
%


(4.8
)%Change in valuation allowance


32.5
%


0.4
%


24.7
%Adjustment of deferred tax balances


0.4
%


(61.0
)%


3.3
%Adjustment of tax contingency
    reserve


(2.5
)%


(17.2
)%


1.5
%Other


1.1
%


2.6
%


1.9
%Total


(11.7
)%


(33.8
)%


(8.4
)%     February 3,


January 28,2007


2006Net deferred tax asset
    (liability)  currentAccrued liabilities

$
1,854


$
2,484Inventories


(3,641
)


(178
)Other


(469
)


(17
)Less: valuation allowance


2,036



(2,342
)Total deferred tax asset
    (liability)  current


(220
)


(53
)Net deferred tax asset
    (liability)  long-termAccrued liabilities


5,408



4,753State net operating loss
    carryforwards


6,556



4,141Property and equipment


842



(1,069
)Federal net operating loss


19,606



8,064Other


606



563Less: valuation allowance


(33,018
)


(16,452
)Total deferred tax asset
    (liability)  long-term






Net deferred tax liability

$
(220
)

$
(53
)      F-19




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
         10
    Capital
    stock  Private
    placement offering
  1 4 1 4
    11
    Employee
    stock benefit plans  Stock
    options
     F-20




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
      As of and for the years endedFebruary 3, 2007


January 28, 2006


January 29, 2005Weighted


Weighted





Weighted





WeightedAverage


Average





Average





AverageExercise


Remaining





Exercise





ExerciseShares


Price


Life


Shares


Price


Shares


PriceOutstanding, beginning of year


3,470,736


$
6.79







2,427,222


$
8.22



1,953,924


$
10.16Granted


429,000


$
3.20







2,513,000


$
5.81



745,850


$
4.52Exercised


(44,040
)

$
2.92







(162,100
)

$
3.66



(15,600
)

$
3.96Forfeited


(380,329
)

$
5.52







(706,333
)

$
5.65



(14,833
)

$
6.74Expired


(753,120
)

$
10.28







(601,053
)

$
10.63



(242,119
)

$
12.91Outstanding, end of year


2,722,247


$
5.50



3.7



3,470,736


$
6.79



2,427,222


$
8.22Exercisable, end of year


1,122,283


$
6.10



3.9



1,214,070


$
8.82



1,852,222


$
9.21Available for grant, end of year


1,439,568











1,570,455







576,069    F-21




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     Options Outstanding and Exercisable by Price Range as of
    February 3, 2007Options Outstanding


Options ExercisableWeighted


Weighted








WeightedAverage


Average








AverageRange of

Number of


Remaining


Exercise


Aggregate


Number of


Exercise


AggregateExercise Prices

Options


Life


Price


Intrinsic Value


Options


Price


Intrinsic Value$ 2.07 - $ 4.14


630,750



3.3


$
3.28


$




151,418


$
3.36


$
$ 4.14 - $ 6.21


1,865,235



3.8


$
5.72







830,600


$
5.63



$ 6.21 - $ 8.28


145,427



3.4


$
6.72







59,430


$
6.70



$ 8.28 - $10.34


8,928



1.4


$
9.40







8,928


$
9.40



$10.34 - $12.41


8,851



2.5


$
11.15







8,851


$
11.15



$12.41 - $14.48


8,550



3.5


$
14.16







8,550


$
14.16



$14.48 - $16.55


32,981



3.7


$
16.03







32,981


$
16.03



$16.55 - $18.62


2,325



3.4


$
16.94







2,325


$
16.94



$18.62 - $20.69


19,200



0.2


$
19.92







19,200


$
19.92



2,722,247



3.7


$
5.50


$




1,122,283


$
6.10


$
   in-the-money in-the-money
    WeightedAverage GrantShares


Date Fair ValueUnvested, beginning of period


2,256,666


$
3.28Granted


429,000


$
1.82Vested


(705,373
)

$
3.27Forfeited


(380,329
)

$
3.19Unvested, end of period


1,599,964


$
2.92   Non-vested
    shares and other stock-related awards
   F-22




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
     Employee
    stock purchase plan
    12
    401(k)
    profit sharing plan    13
    Commitments
    and contingencies  Leases
   F-23




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    For the years endedFebruary 3,


January 28,


January 29,2007


2006


2005Minimum rentals

$
36,755


$
37,591


$
38,667Contingent rentals


1,110



2,002



1,680Total

$
37,865


$
39,593


$
40,347     Fiscal years ending:2007

$
33,3432008


30,1072009


27,5222010


23,4642011


17,407Thereafter


36,269Total

$
168,112   License
    agreements
    Litigation
     F-24




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Guarantees
    Gain
    contingency
    14
    Staff
    Accounting Bulletin No. 108    Accounting
    for rent expense
    Professional
    service fees
    15    Revision
    of financial statements
  and/or
 F-25




---



##### Table of Contents



WILSONS
    THE LEATHER EXPERTS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS(Continued)
    As previouslyReported


Adjustments


RevisedFor the year ended
    January 28, 2006Accounts payable and accrued
    expenses

$
(12,025
)

$
(276
)

$
(12,301
)Net cash provided by operating
    activities


11,234



(276
)


10,958Additions to property and equipment


(10,567
)


276



(10,291
)Net cash used in investing
    activities


(10,262
)


276



(9,986
)For the year ended
    January 29, 2005Accounts payable and accrued
    expenses

$
2,183


$
32


$
2,215Net cash provided by operating
    activities


11,014



32



11,046Additions to property and equipment


(4,753
)


(32
)


(4,785
)Net cash used in investing
    activities


(4,520
)


(32
)


(4,552
)   16
    Sale/leaseback
    of headquarters facility  Accounting for Leases.
    17
    Related-party
    transactions    18
    Subsequent
    events   F-26




---



##### Table of Contents



Schedule II  Valuation and Qualifying Accounts(In thousands)




AdditionsBalance at


Charged to


Charged





BalanceBeginning


Costs and


to Other





at End ofof Period


Expenses


Accounts


Deductions


PeriodYear ended January 29,
    2005:Allowance for doubtful accounts
    deducted from accounts receivable

$
88


$
506


$



$
(518
)

$
76Year ended January 28,
    2006:Allowance for doubtful accounts
    deducted from accounts receivable

$
76


$
425


$



$
(425
)

$
76Year ended February 3,
    2007:Allowance for doubtful accounts
    deducted from accounts receivable

$
76


$
277


$



$
(282
)

$
71  F-27




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description

Method of Filing3
.1

Amended and Restated Articles of
    Incorporation of Wilsons The Leather Experts Inc. adopted
    June 16, 1998, as amended by the Articles of Amendment
    dated February 17, 2000, and the Articles of Amendment
    dated May 23,
    2002.(1)

Incorporated by Reference3
.2

Restated Bylaws of Wilsons The
    Leather Experts Inc. as amended June 16, 1998,
    January 25, 2000, May 23, 2002, and February 5,
    2004.(2)

Incorporated by Reference4
.1

Specimen of common stock
    certificate.(3)

Incorporated by Reference4
.2

Registration Rights Agreement
    dated as of May 25, 1996, by and among CVS New York, Inc.
    (formerly known as Melville Corporation), Wilsons The Leather
    Experts Inc., the Managers listed on the signature pages
    thereto, Leather Investors Limited Partnership I and the
    Partners listed on the signature pages
    thereto.(4)

Incorporated by Reference4
.3

Amendment to Registration Rights
    Agreement dated as of August 12, 1999, by and among Wilsons
    The Leather Experts Inc. and the Shareholders listed on the
    attachments
    thereto.(5)

Incorporated by Reference4
.4

Common Stock and Warrant Purchase
    Agreement, dated as of April 25, 2004, by and among Wilsons
    The Leather Experts Inc. and the purchasers identified on the
    signatory pages thereto (the Purchase
    Agreement).(6)

Incorporated by Reference4
.5

Registration Rights Agreement,
    dated as of April 25, 2004, by and among Wilsons The
    Leather Experts Inc. and the investors identified
    therein.(7)

Incorporated by Reference4
.6

Form of Warrant issued to the
    Purchasers named in the Purchase Agreement on April 25,
    2004.(8)

Incorporated by Reference10
.1

Parent Guaranty dated as of
    May 25, 1996, by Wilsons The Leather Experts Inc., Wilsons
    Center, Inc., Rosedale Wilsons, Inc. and River Hills Wilsons,
    Inc. in favor of General Electric Capital
    Corporation.(9)

Incorporated by Reference*10
.2

Corporate Leadership Team
    Incentive Plan, as
    amended.(10)

Incorporated by Reference*10
.3

Wilsons The Leather Experts Inc.
    401(k)
    Plan.(11)

Incorporated by Reference10
.4

Fifth Amended and Restated Credit
    Agreement dated as of December 29, 2006, among Wilsons
    Leather Holdings Inc., General Electric Capital Corporation, as
    Agent, Lender, Term Lender and Swing Line Lender, and the Credit
    Parties and Lenders signatory
    thereto.(12)

Incorporated by Reference10
.5

Store Guarantors Guaranty
    dated as of May 25, 1996, by Bermans The Leather Experts,
    Inc., Wilsons House of Suede, Inc., Wilsons Tannery West, Inc.,
    the Georgetown Subsidiaries that are signatories thereto and the
    Individual Store Subsidiaries that are signatories thereto, in
    favor of General Electric Capital
    Corporation.(13)

Incorporated by Reference*10
.6

Wilsons The Leather Experts Inc.
    Amended 1996 Stock Option
    Plan.(3)

Incorporated by Reference10
.7

Joinder Agreement dated as of
    May 24, 1999, by and between the Store Guarantors that are
    signatories thereto and General Electric Capital
    Corporation.(14)

Incorporated by Reference10
.8

Pledge Agreement dated as of
    May 24, 1999, by and between Wilsons Leather of Delaware
    Inc. and General Electric Capital Corporation, individually and
    as agent for the lenders signatory to the Credit
    Agreement.(15)

Incorporated by Reference10
.9

Pledge Agreement dated as of
    May 24, 1999, between Wilsons International, Inc. and
    General Electric Capital Corporation, individually and as agent
    for the lenders signatory to the Credit
    Agreement.(16)

Incorporated by Reference




---



##### Table of Contents



ExhibitNo.

Description

Method of Filing10
.10

Pledge Agreement dated as of
    May 25, 1996, between Wilsons The Leather Experts Inc. and
    General Electric Capital Corporation, individually and as agent
    for the lenders signatory to the Credit
    Agreement.(17)

Incorporated by Reference10
.11

Pledge Agreement dated as of
    May 25, 1996, between Wilsons Center, Inc. and General
    Electric Capital Corporation, individually and as agent for the
    lenders signatory to the Credit
    Agreement.(18)

Incorporated by Reference10
.12

Pledge Agreement dated as of
    May 25, 1996, between Rosedale Wilsons, Inc. and General
    Electric Capital Corporation, individually and as agent for the
    lenders signatory to the Credit
    Agreement.(19)

Incorporated by Reference10
.13

Pledge Agreement dated as of
    May 25, 1996, between River Hills Wilsons, Inc. and General
    Electric Capital Corporation, individually and as agent for the
    lenders signatory to the Credit
    Agreement.(20)

Incorporated by Reference10
.14

Amendment No. 2 to Pledge
    Agreement dated as of July 31, 1997, between River Hills
    Wilsons, Inc. and General Electric Capital
    Corporation.(21)

Incorporated by Reference10
.15

Joinder Agreement dated as of
    July 31, 1997, by and between Wilsons International Inc.
    and General Electric Capital
    Corporation.(22)

Incorporated by Reference10
.16

Wilsons The Leather Experts Inc.
    1998 Stock Option
    Plan.(23)

Incorporated by Reference10
.17

Amended and Restated Security
    Agreement dated as of June 19, 2001, by and among Wilsons
    Leather Holdings Inc. and the other Grantors listed on the
    signature pages thereto, in favor of General Electric Capital
    Corporation, in its capacity as Agent for
    Lenders.(24)

Incorporated by Reference10
.18

Joinder Agreement dated as of
    October 31, 2000, by and between the Store Guarantors that
    are signatories thereto and General Electric Capital
    Corporation.(25)

Incorporated by Reference10
.19

Pledge Amendment dated as of
    October 31, 2000, by River Hills Wilsons,
    Inc.(26)

Incorporated by Reference10
.20

Pledge Agreement dated as of
    October 31, 2000, by and between WWT, Inc. and General
    Electric Capital Corporation, individually and as agent for the
    lenders signatory to the Credit
    Agreement.(27)

Incorporated by Reference*10
.21

Wilsons The Leather Experts Inc.
    Amended and Restated 2000 Long Term Incentive
    Plan.(28)

Incorporated by Reference10
.22

Joinder Agreement dated as of
    April 13, 2001, by and between the Store Guarantors that
    are signatory thereto and General Electric Capital
    Corporation.(29)

Incorporated by Reference10
.23

Pledge Amendment, dated as of
    April 13, 2001, by WWT,
    Inc.(30)

Incorporated by Reference10
.24

Pledge Agreement, dated as of
    April 13, 2001, between Bentleys Luggage Corp. and
    General Electric Capital Corporation, individually and as agent
    for the lenders signatory to the Credit
    Agreement.(31)

Incorporated by Reference10
.25

Lease, IRET Properties Landlord to
    Bermans The Leather Experts, Inc. Tenant, dated June 21,
    2002.(32)

Incorporated by Reference*10
.26

Wilsons The Leather Experts Inc.
    Employee Stock Purchase Plan, as
    amended.(33)

Incorporated by Reference10
.27

Joinder Agreement dated as of
    October 10, 2000, by and between Wilsons Leather Direct
    Inc. and General Electric Capital
    Corporation.(34)

Incorporated by Reference*10
.28

Form of Non-Statutory Stock Option
    Agreement (Director) pursuant to the 1996 Stock Option
    Plan.(35)

Incorporated by Reference*10
.29

Form of Non-Statutory Stock Option
    Agreement (Associate) pursuant to the 1996 Stock Option
    Plan.(36)

Incorporated by Reference*10
.30

Form of Non-Statutory Stock Option
    Agreement (Director) pursuant to the 2000 Long Term Incentive
    Plan.(37)

Incorporated by Reference*10
.31

Form of Non-Statutory Stock Option
    Agreement (Associate) pursuant to the 2000 Long Term Incentive
    Plan.(38)

Incorporated by Reference




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##### Table of Contents



ExhibitNo.

Description

Method of Filing*10
.32

Form of Restricted Stock Agreement
    (Associate) pursuant to the 2000 Long Term Incentive
    Plan.(39)

Incorporated by Reference*10
.33

Employment Agreement, dated as of
    November 22, 2004, between the Company and Michael M.
    Searles.(40)

Incorporated by Reference*10
.34

Form of Non-Statutory Stock Option
    Agreement between the Company and Michael M.
    Searles.(41)

Incorporated by Reference*10
.35

Waiver and Modification, dated
    March 2, 2005, under Employment Agreement dated
    November 22, 2004, between Michael Searles and the
    Company.(42)

Incorporated by Reference*10
.36

Amendment to Employment Agreement
    dated as of September 14, 2005, by and between Michael M.
    Searles and the
    Company.(43)

Incorporated by Reference10
.37

Letter Agreement dated
    December 29, 2006, between Wilsons Leather Holdings Inc.
    and General Electric Capital Corporation.

Electronic Transmission10
.38

Second Amendment to Employment
    Agreement dated as of December 21, 2006 by and between the
    Company and Michael M.
    Searles.(44)

Incorporated by Reference10
.39

Reaffirmation of Guaranty dated as
    of December 29, 2006 by Wilsons The Leather Experts Inc.,
    Wilsons Center, Inc., Rosedale Wilsons, Inc., River Hills
    Wilsons, Inc. and the Store Guarantors listed on the signature
    pages thereto in favor of General Electric Capital Corporation
    as Agent for
    Lenders.(45)

Incorporated by Reference10
.40

First Amendment to Fifth Amended
    and Restated Credit Agreement dated as of February 12,
    2007, among Wilsons Leather Holdings Inc., General Electric
    Capital Corporation, as Agent, Lender, Term Lender and Swing
    Line Lender, and the Credit Parties and Lenders signatory
    thereto.

Electronic Transmission10
.41

Offer Letter dated March 2,
    2006 between Megan L. Featherston and the Company.

Electronic Transmission14
.1

Code of Business Ethics and
    Conduct.(46)

Incorporated by Reference21
.1

Subsidiaries of Wilsons The
    Leather Experts Inc.

Electronic Transmission23
.1

Consent of KPMG LLP

Electronic Transmission31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.

Electronic Transmission31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.

Electronic Transmission32
.1

Certification of Chief Executive
    Officer pursuant to Section 1350, Chapter 63 of
    Title 18, United States Code, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.

Electronic Transmission32
.2

Certification of Chief Financial
    Officer pursuant to Section 1350, Chapter 63 of
    Title 18, United States Code, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.

Electronic Transmission     *
    
    Management contract, compensating plan or arrangement required
    to be filed as an exhibit to this Annual Report on
    Form 10-K.(1)
    
    Incorporated by reference to the same numbered exhibit to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 4, 2002.(2)
    
    Incorporated by reference to the same numbered exhibit to the
    Companys Report on
    Form 10-K
    for the fiscal year ended January 29, 2005.(3)
    
    Incorporated by reference to the same numbered exhibit to
    Amendment No. 1 to the Companys Registration
    Statement on
    Form S-1
    (333-13967)
    filed with the Commission on December 24, 1996.(4)
    
    Incorporated by reference to Exhibit 4.8 to the
    Companys Registration Statement on
    Form S-1
    (333-13967)
    filed with the Commission on October 11, 1996.




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##### Table of Contents



(5)
    
    Incorporated by reference to the same numbered exhibit to the
    Companys Report on
    Form 10-K
    for the fiscal year ended January 29, 2000, filed with the
    Commission.(6)
    
    Incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K
    dated April 26, 2004.(7)
    
    Incorporated by reference to Exhibit 4.2 to the
    Companys Current Report on
    Form 8-K
    dated April 26, 2004.(8)
    
    Incorporated by reference to Exhibit 4.3 to the
    Companys Current Report on
    Form 8-K
    dated April 26, 2004.(9)
    
    Incorporated by reference to Exhibit 10.8 to the
    Companys Report on
    Form 10-Q
    for the quarter ended August 2, 1997, filed with the
    Commission.(10)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Commission on September 19, 2005.(11)
    
    Incorporated by Reference to Exhibit 10.3 to the
    Companys Report on
    Form 10-K
    for the fiscal year ended February 2, 2002, filed with the
    Commission.(12)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Commission on January 5, 2007.(13)
    
    Incorporated by reference to Exhibit 10.10 to the
    Companys Report on
    Form 10-Q
    for the quarter ended August 2, 1997, filed with the
    Commission.(14)
    
    Incorporated by reference to Exhibit 10.3 to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 1, 1999, filed with the
    Commission.(15)
    
    Incorporated by reference to Exhibit 10.4 to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 1, 1999, filed with the
    Commission.(16)
    
    Incorporated by reference to Exhibit 10.5 to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 1, 1999, filed with the
    Commission.(17)
    
    Incorporated by reference to Exhibit 10.21 to Amendment
    No. 4 to the Companys Registration Statement on
    Form S-1
    (333-13967)
    filed with the Commission on May 27, 1997.(18)
    
    Incorporated by reference to Exhibit 10.22 to Amendment
    No. 4 to the Companys Registration Statement on
    Form S-1
    (333-13967)
    filed with the Commission on May 27, 1997.(19)
    
    Incorporated by reference to Exhibit 10.23 to Amendment
    No. 4 to the Companys Registration Statement on
    Form S-1
    (333-13967)
    filed with the Commission on May 27, 1997.(20)
    
    Incorporated by reference to Exhibit 10.24 to Amendment
    No. 4 to the Companys Registration Statement on
    Form S-1
    (333-13967)
    filed with the Commission on May 27, 1997.(21)
    
    Incorporated by reference to Exhibit 10.6 to the
    Companys Report on
    Form 10-Q
    for the quarter ended August 2, 1997, filed with the
    Commission.(22)
    
    Incorporated by reference to Exhibit 10.7 to the
    Companys Report on
    Form 10-Q
    for the quarter ended August 2, 1997, filed with the
    Commission.(23)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Commission on June 2, 2005.(24)
    
    Incorporated by reference to Exhibit 10.2 to the
    Companys Report on
    Form 8-K
    filed with the Commission on June 25, 2001.(25)
    
    Incorporated by reference to Exhibit 10.4 to the
    Companys Report on
    Form 10-Q
    for the quarter ended October 28, 2000, filed with the
    Commission.(26)
    
    Incorporated by reference to Exhibit 10.5 to the
    Companys Report on
    Form 10-Q
    for the quarter ended October 28, 2000, filed with the
    Commission.(27)
    
    Incorporated by reference to Exhibit 10.6 to the
    Companys Report on
    Form 10-Q
    for the quarter ended October 28, 2000, filed with the
    Commission.(28)
    
    Incorporated by reference to Exhibit 99.1 to the
    Companys Registration Statement on
    Form S-8
    (333-109977)
    filed with the Commission on October 24, 2003.(29)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 5, 2001, filed with the
    Commission.(30)
    
    Incorporated by reference to Exhibit 10.2 to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 5, 2001, filed with the
    Commission.




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##### Table of Contents



(31)
    
    Incorporated by reference to Exhibit 10.3 to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 5, 2001, filed with the
    Commission.(32)
    
    Incorporated by reference to Exhibit 10.2 to the
    Companys Report on
    Form 10-Q
    for the quarter ended August 3, 2002, filed with the
    Commission.(33)
    
    Incorporated by reference to Exhibit 10.2 to the
    Companys Report on
    Form 10-Q
    for the quarter ended May 3, 2003, filed with the
    Commission.(34)
    
    Incorporated by reference to Exhibit 10.33 to the
    Companys Report on
    Form 10-K
    for the year ended February 3, 2001, filed with the
    Commission.(35)
    
    Incorporated by reference to Exhibit 10.4 to the
    Companys Report on
    Form 8-Q
    for the quarter ended July 31, 2004.(36)
    
    Incorporated by reference to Exhibit 10.5 to the
    Companys Report on
    Form 8-Q
    for the quarter ended July 31, 2004.(37)
    
    Incorporated by reference to Exhibit 10.6 to the
    Companys Report on
    Form 8-Q
    for the quarter ended July 31, 2004.(38)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Report on
    Form 10-Q
    for the quarter ended October 30, 2004.(39)
    
    Incorporated by reference to Exhibit 10.8 to the
    Companys Report on
    Form 8-Q
    for the quarter ended July 31, 2004.(40)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Report on
    Form 8-K
    filed with the Commission on November 24, 2004.(41)
    
    Incorporated by reference to Exhibit 10.2 to the
    Companys Report on
    Form 8-K
    filed with the Commission on November 24, 2004.(42)
    
    Incorporated by reference to Exhibit 10.73 to the
    Companys Report on
    Form 10-K
    for the year ended January 29, 2005.(43)
    
    Incorporated by reference to Exhibit 10.2 to the
    Companys Report on
    Form 8-K
    filed with the Commission on September 19, 2005.(44)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Commission on December 28, 2006.(45)
    
    Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Commission on January 5, 2007.(46)
    
    Incorporated by reference to Exhibit 14.1 to the
    Companys Report on
    Form 10-K
    for the year ended January 31, 2004.