11-K 1 b76051aae11vk.htm THE J. JILL GROUP 401(K) PLAN e11vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008.
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission file number 1-12552
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
The J. Jill Group 401(k) Plan
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
 
 

 

 

The J. Jill Group 401(k) Plan
Table of Contents
Note:    All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they were not applicable.
 Ex-23.1 Consent of Independent Registered Public Accounting Firm

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of and Participants in
The J.Jill Group 401(k) Plan:
We have audited the accompanying statement of net assets available for benefits of The J.Jill Group 401(k) Plan (the “Plan”) as of December 31, 2008, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Plan as of December 31, 2007 were audited by other auditors. As permitted by 29 CFR 2520.103-8 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“ERISA”), the Plan administrator instructed the other auditors not to perform and they did not perform, any auditing procedures with respect to the information certified by the Trustee. Their report dated July 28, 2008, indicated that (a) because of the significance of the information that they did not audit, they were unable to, and did not, express an opinion on the financial statements taken as a whole and (b) the form and content of the information included in the financial statements other than that derived from the information certified by the Trustee, were presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2008, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2008 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
June 26, 2009

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The J. Jill Group 401(k) Plan
Statements of Net Assets Available for Benefits
As of December 31, 2008 and 2007
                 
    2008     2007  
Assets
                
 
                
Cash
   $ 101     $ 7,804,549  
 
            
Investments, at fair value:
                
Mutual funds
     12,793,040       13,520,211  
Pooled commingled fund
     1,623,804       —  
Common stock pooled fund — Talbots Company Stock Fund
     11,116       —  
Pooled fund — common/collective trust
     1,526,771       —  
Common/collective trust
     —       1,121,407  
Participant loans
     785,522       690,995  
 
            
 
                
Total investments
     16,740,253       15,332,613  
 
            
 
                
Receivables:
                
Due from broker for investments sold
     6,347       —  
Employer contributions receivable
     —       354,535  
 
            
 
                
Total receivables
     6,347       354,535  
 
            
 
                
Total assets
     16,746,701       23,491,697  
 
            
 
                
Liabilities
                
 
                
Payable to broker for investments purchased
     6,447       —  
Accrued administrative expenses
     1,699       —  
Excess contributions payable
     96,918       —  
 
            
 
                
Total liabilities
     105,064       —  
 
            
 
                
Net assets available for benefits at fair value
     16,641,637       23,491,697  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     119,034       —  
 
            
 
                
Net assets available for benefits
   $ 16,760,671     $ 23,491,697  
 
            
See notes to financial statements.

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The J. Jill Group 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2008
         
Investment activity:
        
Net depreciation in fair value of investments
   $ (8,557,439 )
Dividend and interest income
     650,266  
 
      
 
        
Total investment activity
     (7,907,173 )
 
      
 
        
Contributions:
        
Participant
     2,394,112  
Rollovers
     64,507  
Employer
     869,125  
 
      
 
        
Total contributions
     3,327,744  
 
      
 
        
Deductions:
        
Benefits paid to participants
     (2,139,016 )
Administrative expenses
     (12,581 )
 
      
 
        
Total deductions
     (2,151,597 )
 
      
 
        
Net decrease
     (6,731,026 )
 
        
Net assets available for benefits, beginning of year
     23,491,697  
 
      
 
        
Net assets available for benefits, end of year
   $ 16,760,671  
 
      
See notes to the financial statements.

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
1.   Description of the Plan
 
    The following description of The J. Jill Group 401(k) Plan (the “Plan”) is for general information purposes only. Participants should refer to the Plan agreement or summary plan description for a more complete description of the Plan’s provisions.
 
    General
 
    The Plan is a defined contribution plan that was established by the J. Jill Group, Inc. effective January 1, 1994. The plan is operated for the benefit of eligible employees of J. Jill, LLC and The Talbots Group, Limited Partnership (collectively referred to as the “Company”). Both of these entities are wholly-owned subsidiaries of The Talbots, Inc. (“Talbots”). Beginning on January 1, 2008, Wachovia Bank, N.A (“Wachovia”) became the trustee and recordkeeper of the Plan. Prior to January 1, 2008, Fidelity Management Trust Company (“Fidelity”) served as the trustee and recordkeeper of the Plan. The Plan is sponsored and administered by The Talbots Group, Limited Partnership. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
    On June 8, 2009, Talbots signed a definitive agreement to sell identified J. Jill brand assets to Jill Acquisition LLC, an affiliate of Golden Gate Capital, a San Francisco-based private equity investment firm. The closing of the proposed transaction is anticipated to occur in the second quarter of fiscal 2009. Upon the closing of the proposed transaction, participants who are ceasing employment with Talbots will be allowed to receive a distribution from the Plan, which may be paid directly to the participant or rolled over to another 401(k) plan or IRA. The Plan will remain a plan sponsored by Talbots and/or a Talbots affiliated company holding the account balances of those distribution-eligible participants who do not elect a distribution, if any, and those participants who remain with the Company. It is expected that following the closing of the sale of the J. Jill business at a future date not yet determined, the Plan will be merged with and into The Talbots, Inc. Retirement Savings Voluntary Plan.
 
    Eligibility
 
    All employees of the Company are eligible to participate in the Plan upon reaching age 18, unless the employee is a leased employee, or a temporary or seasonal employee, beginning on the first day of employment.
 
    Employee Contributions
 
    Participants may contribute in whole percentages up to 60% of their eligible compensation as defined, subject to certain limitations. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants who are age 50 and older are permitted to make additional catch-up contributions.
 
    Employer Contributions
 
    Prior to February 20, 2009, the Company made matching contributions at its discretion, calculated and recorded as of the last day of a payroll period. Employees hired on or after January 1, 2008, were eligible to receive matching contributions following the completion of one year of service. Employees hired prior to January 1, 2008 were immediately eligible to receive matching contributions. The Company’s matching contribution for each payroll period during the year ended December 31, 2008 was 50% of the participant contribution up to 6% of the participant’s eligible compensation. Effective February 20, 2009, the Company announced that it will discontinue its contributions to the Plan indefinitely.
 
    Participant Accounts
 
    Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, any Company contributions and adjusted for gains and losses based on the investment performance of a participant’s account, less any withdrawals or distributions. The participant will be entitled to a benefit equal to his or her vested account balance.

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
 
    Vesting
 
    All participant contributions are 100% vested. Participants employed on or before December 31, 2007 are at all times 100% vested in eligible Company contributions. For employees hired on or after January 1, 2008, eligible Company contributions vest 20% after each year of service according to a five-year vesting schedule.
 
    Forfeitures
 
    Forfeitures generated from Company contributions are first applied to restore previously forfeited accounts where the participant is re-employed within a certain time after termination, second applied against administrative expenses, and third to reduce Company contributions. At December 31, 2008 and 2007, forfeited nonvested accounts totaled $19,167 and $0, respectively. These accounts will be applied against Plan administrative expenses. During the year ended December 31, 2008, forfeitures of $5,933 were used to pay administrative expenses. The Company elected not to reduce the amount of its contributions with forfeitures in 2008.
 
    Investment Options and Investments
 
    A participant may direct the investment of their contributions and Company matching contributions into various investment options offered by the Plan. Participants may change their investment options at any time. Through December 31, 2008, the Plan offered more than twenty diversified investments in mutual funds, a fund (the J. Jill Managed Income Fund) which solely invests in the RVST Income Fund II, a common/collective trust, a commingled pooled fund (the PIMCO Total Return Fund) which solely invests in a mutual fund, and a common stock pooled fund (the Talbots Company Stock Fund) which invests in The Talbots, Inc. common stock, as investment options for participants. The Plan is the only investor in the J. Jill Managed Income Fund and the Talbots Company Stock Fund.
 
    Benefit Arrangements
 
    The Plan provides for the payment of participant account balances to participants who have reached the normal retirement age of 65. A participant may also choose to withdraw his or her vested account balance upon attainment of age 59-1/2. If the participant’s service with the Company terminates, the participant may elect to receive his or her vested account balance as soon as possible following termination of employment. Distributions will be made in a lump sum, provided that no payment may be made without the participant’s consent if such payment would be in excess of certain amounts designated in the Plan document. Participants may elect to take distributions from the Talbots common stock fund in the form of whole shares of The Talbots, Inc. common stock.
 
    Upon approval by the Plan Administrator, participants may withdraw from their employee pretax contributions (after first exhausting all other assets reasonably available) in order to satisfy certain immediate and heavy financial needs. The minimum dollar amount for a hardship withdrawal is $500, and the number of hardship withdrawals allowed per year is unlimited. Participant deferrals are suspended for a period of six months after obtaining a hardship withdrawal.
 
    Participant Loans
 
    Participants may borrow from their accounts up to 50% of the vested value in their account. The minimum loan amount is $500 and the maximum loan amount is $50,000, subject to certain restrictions, in accordance with interest rates and collateral requirements established by the plan administrator. A participant may only have one outstanding loan at a time. Principal and interest are paid ratably through payroll deductions. Loan transactions are treated as a transfer to and from the

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
 
    investment fund from and to the participant loan fund. A loan is secured by the balance in the participant’s account and bears interest at a rate commensurate with market rates for similar loans, as defined (4.0% to 9.5% as of December 31, 2008). Terms on the loans range from approximately four months to ten years.
 
2.   Summary of Significant Accounting Policies
 
    Basis of Accounting
 
    The financial statements of the Plan are prepared in accordance with accounting principles generally accepted in the United States of America.
 
    Use of Estimates
 
    The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
 
    Risks and Uncertainties
 
    The Plan provides for various investment options in a variety of mutual funds, common collective trusts, and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
    Investment Valuation
 
    The investments of the Plan are stated at fair value. Investments in shares of mutual funds are recorded at net asset values based on quoted market prices. Investments in the common stock pooled fund and the pooled commingled fund are valued at the fair value of the underlying investments. Investments in the pooled common/collective trust fund (The J. Jill Managed Income Fund which solely invests in the RVST Income Fund II) are valued at the fair value of the underlying investments and then adjusted by the issuer to contract value. Participant loans are valued at cost which approximates fair value.
 
    The RVST Income Fund II is a stable value fund comprised of shares in the RiverSource Trust Collective Investment Funds for Employee Benefit Trusts Income Fund I (“Fund I”). Fund I may invest in fixed interest insurance investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed income securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.
 
    In accordance with Financial Accounting Standards Board Staff Position, AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Plan invests in investment contracts through The J. Jill Managed Income Fund which solely invests in The RVST

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
    Income Fund II, a common/collective trust. The Statements of Net Assets Available for Benefits present the fair value of the investment in the pooled fund — common/collective trust in participant-directed investments, and an additional line is presented representing the adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
 
    The financial statements reflect the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS No. 157”), as of January 1, 2008 (see Note 5). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and establishes a single authoritative definition of fair value, sets a framework for measuring fair value, and requires additional disclosures about fair value measurements. The adoption of SFAS 157 had no impact on the statement of net assets available for benefits and statement of changes in net assets available for benefits.
 
    Contributions
 
    Participants’ contributions are recorded on a weekly basis. Rollover contributions are recorded when submitted to the recordkeeper. Prior to January 1, 2008, Company matching contributions were recorded annually at year-end. Beginning January 1, 2008, Company matching contributions are recorded as of the last day of a payroll period.
 
    Income and Expenses
 
    The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments.
 
    Purchases and sales of securities are recorded on a trade-date basis. Gains or losses on sales of securities are based on average cost.
 
    Interest income is recorded as earned on an accrual basis. Dividend income is recorded on the ex-dividend date.
 
    Certain expenses incurred in administering the Plan, including those necessary for the administration of the trust, are paid out of the principal or income of the trust unless paid by the Company at its sole discretion. Management fees and expenses charged to the Plan for investments in mutual funds and common/collective trusts are deducted from income earned by these investments on a daily basis and are not separately reflected in the accompanying financial statements. Consequently, management fees and expenses are reflected as a reduction of investment return for such investments.
 
    Benefits
 
    Benefit payments are recorded when paid by the Plan.
 
3.   Trustee Certification
 
    Information included in the 2007 financial statements regarding investments, interest and dividend income, and net realized and unrealized appreciation or depreciation in fair value of investments was submitted to the plan administrator and certified in accordance with 29 CFR 2520.103-5 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA to be complete and accurate by Fidelity, the trustee as of and for the year ended December 31, 2007.

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
4.   Investments
 
    As discussed in Note 1, the Plan changed custodian/trustee effective January 1, 2008. To facilitate this change, prior to the close of business on December 31, 2007, Fidelity liquidated certain investments in the Plan. Prior to the open of business on January 1, 2008, Fidelity transferred the cash from the liquidations to Wachovia. On January 2, 2008, Wachovia purchased investments with the cash and applied the investments to individual accounts.
 
    The Plan’s investments that represented five percent or more of the Plan’s net assets available for benefits at fair value at December 31, 2008 and 2007 are as follows:
                 
    2008   2007
 
Fidelity Value Fund
   $ 915,228     $ 1,765,082  
Fidelity Equity-Income Fund
     *       1,456,388  
Fidelity Freedom 2020
     1,305,893       1,642,200  
Fidelity Freedom 2030
     1,273,568       1,929,042  
Fidelity Spartan US Equity Index
     3,159,124       1,991,780  
J Jill Managed Income Fund (1)
     1,526,771       **  
Perkins Overseas Fund
     850,637       **  
PIMCO Total Return Fund (2)
     1,623,804       **  
Royce Low-Priced Stock Fund
     1,102,760       *  
 
*   The Fund did not represent more than five percent of the net assets for the respective plan year.
 
**   The Plan did not invest in the fund during 2007.
 
(1)   Pooled common/collective trust fund
 
(2)   Pooled commingled fund
    During the year ended December 31, 2008, the Plan’s investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated/(depreciated) in value as follows:
         
Mutual funds
   $ (8,655,573 )
Pooled commingled fund
     49,134  
Common stock pooled fund — Talbots Company Stock Fund
     (17,369 )
Pooled fund — common/collective trust
     66,369  
 
      
 
Net depreciation in fair value of investments
   $ (8,557,439 )
 
      
5.   Fair Value Measurement
 
    In accordance with SFAS 157, the Plan classifies its investments into one of three levels based on the inputs used in the valuation. These levels include:
  •   Level 1, which refers to securities valued using quoted prices from active markets for identical assets;
 
  •   Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and
 
  •   Level 3, which refers to securities valued based on significant unobservable inputs.

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
    A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table sets forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2008.
                                 
    Investment Assets at Fair Value as of December 31, 2008  
    Level 1     Level 2     Level 3     Total  
 
Mutual funds
   $ 12,793,040     $ —     $ —     $ 12,793,040  
Pooled commingled fund
     —       1,623,804       —       1,623,804  
Common stock pooled fund — Talbots Company Stock Fund
     11,116       —       —       11,116  
Pooled fund — common/collective trust
     —       —       1,526,771       1,526,771  
Participant loans
     —       —       785,522       785,522  
 
                        
Total investment assets at fair value
   $ 12,804,156     $ 1,623,804     $ 2,312,293     $ 16,740,253  
 
                        
    The following table sets forth information summarizing the changes in fair value of the Plan’s Level 3 assets for the year ended December 31, 2008.
                 
            Pooled Fund —  
    Loans to     Common/Collective  
    Participants     Trust  
Beginning balance
   $ 690,995     $ —  
Purchases, sales, issuances, and settlements, net
     94,527       1,472,589  
Realized gains/(losses)
     —       8,143  
Unrealized gains/(losses)
     —       46,039  
 
            
Ending balance
   $ 785,522     $ 1,526,771  
 
            
6.   Plan Termination
 
    The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Although it has not expressed any intent to do so, in the event of Plan termination, participant balances would be distributed in accordance with ERISA. Any unallocated assets of the plan shall be allocated to participant accounts and distributed in such a manner as the Company may determine.
 
7.   Tax Status
 
    The Plan uses a prototype plan document sponsored by Wachovia. Wachovia received an opinion letter from the Internal Revenue Service (“IRS”), dated September 28, 2004, which states that the prototype document satisfies the applicable provisions of the Internal Revenue Code (“IRC”). The Plan itself has not received a determination letter from the IRS. However, the Plan’s management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been included in the Plan’s financial statements.
 
8.   Party-In-Interest Transactions
 
    During the year ended December 31, 2008, certain Plan investments that are units of pooled funds

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
    and shares of mutual funds were managed by Wachovia, the trustee of the Plan. These transactions qualify as party-in-interest transactions. Participant loans are also considered to be party-in-interest transactions. Fees paid by the Plan to Wachovia for management services were included as a reduction of the return earned for each fund. Additionally, fees paid by the Plan to Wachovia for recordkeeping services were $3,007 for the year ended December 31, 2008.
 
    At December 31, 2008, the Talbots Company Stock Fund held 4,764 shares, respectively, of The Talbots, Inc. common stock, with a fair value of $11,386. Participants direct their investment allocation and may elect to allocate up to 50% of their contributions in The Talbots, Inc. common stock. During the year ended December 31, 2008, the Talbots Company Stock Fund recorded dividend income of $969 from common stock of The Talbots, Inc. The Plan did not allow investments in common stock of The Talbots, Inc. in the prior year.
 
9.   Excess Contributions Payable
 
    The amount contributed to the Plan from highly compensated employees in excess of the IRS-approved limit was $96,918 in 2008. This amount is reflected as a reduction of contributions in the accompanying statement of changes in net assets available for benefits and as excess contributions payable in the accompanying statement of net assets available for benefits. All such amounts were refunded to the participants within the time allowed by the IRS.
 
10.   Reconciliation of Financial Statements to Form 5500
 
    The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 and 2007 to Form 5500:
                 
    2008     2007  
 
                
Net assets available for benefits per the financial statements
   $ 16,760,671     $ 23,491,697  
Cumulative deemed loans (principal) on the Form 5500
     (190 )     —  
 
            
 
                
Net assets available for benefits per the Form 5500
   $ 16,760,481     $ 23,491,697  
 
            
                 
    2008     2007  
 
                
Investments per the financial statements
   $ 16,740,253     $ 15,332,613  
Adjustment from fair value to contract value
     119,034       —  
Cumulative deemed loans (principal) on the Form 5500
     (190 )     —  
 
            
 
                
Investments per the Form 5500
   $ 16,859,097     $ 15,332,613  
 
            

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The J. Jill Group 401(k) Plan
Notes to Financial Statements
As of December 31, 2008 and 2007 and For the Year Ended December 31, 2008
    The following is a reconciliation of the Plan’s net loss as reported in Form 5500 to net decrease in net assets available for benefits per the financial statement for the plan year ended December 31, 2008:
         
    2008  
 
        
Net loss per Form 5500
   $ (6,731,216 )
Loans shown as deemed loans on the Form 5500
     4,719  
Deemed loans offset by total distributions
     (4,395 )
Interest on deemed loans
     (134 )
 
      
 
        
Net decrease in net assets available for benefits per the financial statements
   $ (6,731,026 )
 
      
*****

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Supplemental Schedule

12

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The J. Jill Group 401(k) Plan
Form 5500, Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
As of December 31, 2008
                     
        (c) Description of investment including          
    (b) Identity of issue, borrower,   maturity date, rate of interest,   (d) Cost   (e) Current  
(a)   lessor, or similar party   collateral, par, or maturity value   **   value  
 
   Fidelity Equity-Income Fund   Mutual Fund       $ 827,608  
 
   Fidelity Freedom 2000   Mutual Fund         136,786  
 
   Fidelity Freedom 2005   Mutual Fund         17,888  
 
   Fidelity Freedom 2010   Mutual Fund         486,471  
 
   Fidelity Freedom 2015   Mutual Fund         192,773  
 
   Fidelity Freedom 2020   Mutual Fund         1,305,893  
 
   Fidelity Freedom 2025   Mutual Fund         284,905  
 
   Fidelity Freedom 2030   Mutual Fund         1,273,568  
 
   Fidelity Freedom 2035   Mutual Fund         176,077  
 
   Fidelity Freedom 2040   Mutual Fund         305,009  
 
   Fidelity Freedom 2045   Mutual Fund         28,314  
 
   Fidelity Freedom 2050   Mutual Fund         49,484  
 
   Fidelity Freedom Income Fund   Mutual Fund         181,850  
 
   Fidelity Mid-Cap Stock   Mutual Fund         533,368  
 
   Fidelity Growth Company Fund   Mutual Fund         489,437  
 
   Fidelity Spartan US Equity Index   Mutual Fund         3,159,124  
 
   Fidelity Value Fund   Mutual Fund         915,228  
 
   Royce Low-Priced Stock Fund   Mutual Fund         1,102,760  
 
   Lazard Emerging Markets Fund   Mutual Fund         109,262  
 
   AF EuroPacific Growth Fund   Mutual Fund         110,440  
 
   Brandywine Blue Fund   Mutual Fund         88,726  
 
   Columbia Smallcap Value Fund   Mutual Fund         24,000  
 
   Davis New York Venture Fund   Mutual Fund         41,932  
 
   Perkins Overseas Fund   Mutual Fund         850,637  
 
   American Balanced Fund   Mutual Fund         101,500  
 
   PIMCO Total Return Fund   Pooled Commingled Fund         1,623,804  
*
   J Jill Managed Income Fund   Pooled Fund — Common/Collective Trust — RVST Income Fund II     1,526,771  
*
   Talbots Company Stock Fund   Common Stock Pooled Fund - The Talbots, Inc.     11,116  
*
   Participant Loans   Participant Loans ( maturing April 2009 - June 2017 at interest rates of 4.00% to 9.50%)     785,522  
 
                  
    TOTAL INVESTMENTS AT FAIR VALUE     16,740,253  
    Adjustment from fair value to contract value for fully benefit-responsive investment contracts     119,034  
 
                  
    INVESTMENTS ADJUSTED TO CONTRACT VALUE   $ 16,859,287  
 
                  
 
*   A party-in-interest as defined by ERISA.
 
**   Cost information is not required for participant directed investments and therefore is not included.

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Exhibit Index
Exhibit 23.1     CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
         
  THE J. JILL GROUP 401(K) PLAN
 		  
Date: June 26, 2009  By:   /s/ Ruthanne Russell    
    Ruthanne Russell   
    Senior Vice President, Human Resources
The Talbots, Inc. Benefits Plans Administrative
Committee Member 		  
 
     
  By:   /s/ Carol Stone    
    Carol Stone   
    Senior Vice President, Finance
The Talbots, Inc. Benefits Plans Administrative
Committee Member 		  

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