Ascena Retail Group, Inc. 2012 Annual Report Page 3

The operational and strategic fit of the

Lane Bryant and Catherines

brands into our organization is excellent. Collectively, they have a very
strong relationship with and understanding of their customers, and
represent clear category-leading retailers specializing in plus sizes, an
apparel market that continues growing at a compelling rate.

While we are pleased with the growth opportunities our merger
with Charming Shoppes presents, we have also made a number
of difficult decisions regarding the future of some of the Charming
Shoppes business units. Based on the results of our strategic
review of Charming Shoppes' operations, we will cease operating
and close the

Fashion Bug business by early 2013. In addition, we

are exploring a potential sale of the

Figi's food and specialty gifts

business. Although the

Figi's business is growing and profitable, it

is clearly a different type of business than our apparel brands, and
does not align with our vision. For fiscal 2012, both the

Fashion Bug

and

Figi's businesses are treated as discontinued operations in our

financial results.

Following our merger with Charming Shoppes, by any measure, we
are among the very largest specialty retailers. We now operate in
excess of 3,800 stores with over 46,000 associates, anchored by
extremely well-positioned concepts. Just as we've done in the past,
we expect to improve the sales productivity, margin and cash flow
of the acquired businesses, and to essentially liberate their earnings
power. As has been the case with each of our prior acquisitions,
this is a great learning opportunity for all five of our brands, as well
as our shared services group, to identify, share and implement best
practices.

We are an expanding culture that not only recognizes the importance
of sharing business ideas and resources, but we also deeply value
the opportunities for charitable and philanthropic activities that allow
us to give back. We've laid the groundwork in 2012 to augment the
philanthropic efforts at each brand with an overall

ascena focus

on women's empowerment, an area that fully aligns with our core
purpose and culture.

Elliot S. Jaffe

Co-Founder & Chairman

David Jaffe

President &

Chief Executive Officer

We welcome the Charming Shoppes organization into the

ascena

retail family and are very excited to join forces and demonstrate
the power of this business and our combined capabilities. We
are confident that our combined company will have significant
competitive advantages that will enable us to further demonstrate
our leadership position in the specialty retail market. Over time, we
believe that this merger, the ongoing contributions of our existing
businesses and future endeavors will all enable us to consistently
reach new record levels of financial performance and value creation
for our shareholders.

In closing, we would like to recognize the talent and dedication
that we see daily from our associates at all of our brands. They
have embraced our strong and evolving culture and have driven
our success. We also would like to extend our appreciation for the
trust, support and partnership of our shareholders, suppliers and
customers, as we work toward achieving our vision.

An overall ascena philanthropic focus is

women's empowerment, an area that fully

aligns with our core purpose and culture