8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

March 31, 2016
Date of Report (date of earliest event reported)

_________________________

ASCENA RETAIL GROUP, INC.

(Exact name of Registrant as specified in its charter)

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Delaware	0-11736	30-0641353
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices, including zip code)

(551) 777-6700
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 7.01 Regulation FD Disclosure.

On March 31, 2016, Ascena Retail Group, Inc. (the “Company”) is hosting an investor presentation relating to its Justice brand. The presentation will be hosted by Brian Lynch, President and CEO of Justice and Robb Giammatteo, Executive Vice President and Chief Financial Officer of the Company and will include a slide presentation which is furnished herewith as Exhibit 99.1, which is incorporated by reference herein.

The information in Item 7.01 of this Form 8-K (including all Exhibits filed hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available in the Company’s other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Slide presentation of Ascena Retail Group, Inc. investor presentation held on March 31, 2016.

SIGNATURES

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

ASCENA RETAIL GROUP, INC.

(Registrant)

Date: March 31, 2016

By:	/s/ Ernest LaPorte
Ernest LaPorte
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

EX-99.1

Exhibit 99.1

Justice Investor Event March 31, 2016

Safe harbor This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward - looking statements are based on current expectations and are indicated by words or phrases such as “anticipate, “estimate,” “expect,” “project,” “plan,” “we believe,” “will,” “would” and similar words or phrases, and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward - looking statements. Detailed information concerning those risks and uncertainties are readily available in our Annual Report on Form 10 - K for the Fiscal Year Ended July 25, 2015 (“Fiscal 2015 10 - K”) which has been filed with the U.S. Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise. Where indicated, certain financial information herein has been presented on a non - GAAP basis. This basis adjusts for non - recurring items that management believes are not indicative of the Company’s underlying operating performance. In addition, we present the financial performance measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”), which has also been adjusted for these non - recurring items. These measures may not be directly comparable to similar measures used by other companies and should not be considered a substitute for performance measures in accordance with GAAP such as operating income and net income. Reference should be made to the Company’s annual earnings releases for all periods and the Fiscal 2015 10 - K for the nature of such adjustments and for a reconciliation of such non - GAAP measures to the Company’s financial results prepared in accordance with GAAP. 2

Agenda Welcome / Introduction Neely Tamminga Senior Research Analyst - PiperJaffray Justice – history / path forward Brian Lynch President and CEO - Justice Financial update Robb Giammatteo EVP / Chief Financial Officer - ascena Q&A 3

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Robb Giammatteo EVP / Chief Financial Officer

FY16 Spring Update (Q3 / Q4) • FY16 spring season - to - date total ascena comp in line with expectations • Mixed performance across regions • Broad - based improvement in average selling price • Continued strong transaction growth in the direct business • Justice performance remains in line with expectations • Reaffirming Q3 EPS guidance range of $0.10 - $0.14 28

Reaffirming full year EPS guidance Top - line: ~$7.25B Gross margin rate: 57.0% - 57.5% EBITDA: $670 - $700M Depreciation: $330 - $335M Interest: $100 - $105M Effective tax rate: ~39% Diluted share c ount: 198M EPS: $0.75 - $0.80 CapEx : $375 - $400M 29

10 24 - 29 63 - 68 25 20 - 25 52 - 57 FY15 Q4 (A) Net Income FY16 Q4 y-o-y legacy Brand Op Inc growth FY16 Q4 ANN INC. Op Inc FY16 Q4 Interest Expense FY16 Q4 Incremental Tax FY16 Q4 (E) Net Income FY16 Q4 EPS Guidance Detail 30 FY15 Q4 Actual – legacy ASNA s tandalone Diluted Shares 166M Adjusted EPS $0.06 FY16 Q4 Guide – ASNA consolidated Diluted Shares 198M Adjusted EPS ~$0.28 Components of FY16 Q4* Guide ($M) * 13 - week period ending 7/23/16

ANN INC. historical earnings seasonality Historical Spring ANN INC. adjusted operating income split roughly one - third Q3, two - thirds Q4 Memo: • 2013 and 2014 actuals shown are restated to ASNA fiscal calendar • 2015 Q4 not publicly available due to acquisition timing 31 Sources: ANN INC. 8k; reference filing dates: • Q3 2013: 6/6/2013 • Q4 2013: 8/23/2013 • Q3 2014: 5/30,2014 • Q4 2014: 8/22/2014 Q3 Q4 Spring 2013 (A) $33.9 $60.0 $93.9 2014 (A) $26.5 $54.9 $81.4 2016 (E) range midpoint $32.0 $65.0 $97.0 67.0% 67.4% Q4 % of Total 63.9%

Justice comp and earnings guidance 32 FY16 Comp Sales Prior Year Comp Sales Gross Margin (vs. prior year) Operating Margin Q1 (A) (15.4%) (6.7%) +710bp 13.2% Q2 (A) (17.5%) (5.6%) +990bp 4.0% Q3 (E) (9%) - (7%) (12.0%) +500bp (7%) - (5%) Q4 (E) (2%) - flat (17.2%) +1,000bp (11%) - (9%) Full Year (E) (11%) - (8%) (9.6%) > +900bp 1% - 3%