® ® ® 92541CVR_B 1 10/26/11 10:50 AM “Theascenanamereflectstheculture sharedbyeachofourbrands,which strives to ascend to new heights, specificallyintheareasofcustomer centricity,executionandgrowth.” We achieved and exceeded our operational and financial Fiscal 2011 was another record year for our Company as plans, but more importantly, we took bold strategic steps. we continue to show positive operating momentum. At our annual stockholders’ meeting on December 17, 2010, Fiscal 2011 sales increased 23% to over $2.9 billion and net we changed our corporate structure to make dressbarn, income increased 28% to $170.5 million, or $2.11 per share maurices and Justice wholly-owned subsidiaries of a new on a diluted basis. These results include the operations Delaware holding company, Ascena Retail Group, Inc. of Justice for a full fiscal year in comparison to a partial This reorganization is already providing the Company year last year. Our brands continue to perform well as with new strategic options, operational efficiencies, evidenced by our strong comparable store sales growth and additional financial flexibility. of 6% on a consolidated basis, with increases of 10% at maurices, 8% at Justice and 2% at dressbarn. The ascena name reflects the culture shared by each of our brands, which strives to ascend to new heights, Our balance sheet has never been stronger. We ended specifically in the areas of customer centricity, execution the year with cash and investments of $436 million and growth. Our stock ticker, which trades on the and are debt-free. This provides us with the financial NASDAQ Global Market, changed from DBRN to ASNA strength for future growth, allows us to continue our on Monday, January 3, 2011. While the financial markets share repurchase program, under which we repurchased have become very volatile recently and, like nearly every 2.5 million shares in Fiscal 2011, and to opportunistically public company, our stock has come under intense pursue strategic acquisitions. pressure over just the past few months, we were pleased that over the course of the fiscal year, our stock reflected Over the years, we have extended our business far beyond the strength of our business and rose over 30%. our original dressbarn store concept. Over time, we have 92541CVR_B 2 10/26/11 10:50 AM become a fundamentally different company. This past are constantly exploring new ways to better serve our year’s change in our structure and name more closely customers and are developing programs to build even aligns us with our vision of a family of retail brands each greater loyalty with our brands. serving a unique customer niche and will enable us to more quickly achieve that vision. We can now leverage “By creating shared resource our infrastructure and develop synergies by consolidating shared services processes, while allowing each brand centers to leverage our to focus on driving its business to deliver great fashion, expertise across brands, we are exceptional value and a memorable experience to its positioned both to improve our customer. This change was also driven by our goal to existing operations and to more deliver the best, most efficient company we can to our easily transition and integrate stockholders. We have already enhanced our profitability through significant synergies at all three brands. future acquisitions.” We are fortunate to have talented leaders at all three “This past year’s change in our brands. We have challenged them to think outside of the structure and name more box about our business, both for the short and long term, closely aligns us with our vision to find new ways to build upon our strengths and respond of a family of retail brands each to opportunities. We are confident that we will do just that. Our leaders are creating innovative and forward- serving a unique customer niche thinking strategies to accelerate the momentum and and will enable us to more success of Ascena Retail Group, Inc. quickly achieve that vision.” We are confident in our future because of the strength and This new model is a paradigm shift for us. While each commitment that we see from every one of our 30,000 brand focuses on its customer, we are leveraging the associates at all three brands. Each of them contributes supporting infrastructure in order to provide efficient to our strong culture of service and that translates into operational support to each brand. We are applying best success. To our stockholders, suppliers and customers, our practices, are developing shared resource centers and thanks and appreciation for your ongoing commitment are outsourcing certain functions to ensure that we are and partnership as we evolve and grow our Company. delivering optimal functionality and service. Specifically, we have made significant investments to outsource our human resource and payroll administration, have centralized IT and our data centers and have consolidated the dressbarn Distribution Center operations to the scalable leading-edge Justice facility in Etna, Ohio. In addition to the physical and operational changes, this shift is helping us become a functionally cohesive organization. We are leveraging the expertise of each brand in critical areas such as Planning and Allocation, Size Optimization, and E-commerce. By creating shared resource centers to leverage our expertise across brands, we are positioned to improve our existing operations and to more easily transition and integrate future acquisitions. While each brand remains true to its own culture and business model, there are common threads that tie Elliot S. Jaffe David R. Jaffe each brand together. We are proud of our unified quest Co-Founder President and to continue growing, achieving and collaborating. We and Chairman Chief Executive Officer 92541TXTv2 1 10/26/11 10:33 AM 92541TXTv2 2 10/26/11 10:33 AM Inspiring women to look and feel beautiful 92541TXTv2 3 10/26/11 10:34 AM 92541TXTv2 4 10/26/11 10:34 AM The best hometown specialty store 92541TXTv2 5 10/26/11 10:34 AM 92541TXTv2 6 10/26/11 10:35 AM Looks you luv for less! 92541TXTv2 7 10/26/11 10:35 AM D iRectORs, OFFiceRs & KeY maNaGemeNt Di R RectO s executive teams Elliot S. Jaffe dressbarn Justice Co-Founder & Chairman David R. Jaffe Michael W. Rayden President & Chief Executive Officer Chief Executive Officer David R. Jaffe President & Chief Executive Officer Vivian Behrens Scott Bracale EVP, Chief Marketing Officer President, Agency Roslyn S. Jaffe Co-Founder, Secretary & Keith Fulsher Rolando de Aguiar Director Emeritus EVP, Chief Merchandising Officer EVP, Chief Financial Officer (1) (2) Kate Buggeln Jeff Gerstel Lece Lohr Governing Board EVP, Chief Operating Officer EVP, Chief Merchandising Officer Business Council for Peace Gil Dennis Ronnie Robinson Klaus Eppler (3) SVP, Stores EVP, Supply Chain Pensioned Partner Proskauer Rose LLP Reid Hackney Alan Hochman SVP, Real Estate & Store Planning Randy L. Pearce (1) (2) SVP, Chief Financial Officer President Chris Kaighn Regis Corporation Elise Jaffe SVP, Real Estate SVP, Store & Store Operations Michael W. Rayden Michael Keane Chief Executive Officer, Justice John Pershing SVP, Human Resources SVP, Human Resources John Usdan (1) (2) (3) President Midwood Management Corporation maurices David R. Jaffe (1) Member, Compensation and President & Chief Executive Officer Stock Incentive Committee (2) Member, Audit Committee Vivian Behrens (3) Member, Nominating Committee EVP, Chief Marketing Officer Ascena Retail Group, Inc. George Goldfarb Elliot S. Jaffe EVP, Chief Operating Officer Co-Founder & Chairman Patti Simigran David R. Jaffe EVP, Chief Merchandising Officer President & Chief Executive Officer Mike Herrick Armand Correia SVP, Planning & Allocation EVP, Chief Financial Officer Sue Ross Karen Etzkorn SVP, Human Resources SVP, Chief Information Officer Mark Sutton Jay Levine SVP, Stores SVP, Chief Accounting Officer Gene Wexler SVP, General Counsel 92541TXTv2 8 10/26/11 10:35 AM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 30, 2011 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-11736 ASCENA RETAIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 30-0641353 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 30 Dunnigan Drive, Suffern, New York 10901 (Address of principal executive offices) (Zip Code) (845) 369-4500 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $0.01 par value The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).