Filed by Ascena Retail Group, Inc.

Commission File No.: 0-11736

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: ANN INC.

Commission File No.: 1-10738

Date: July 10, 2015

Ascena Retail Group, Inc. intends to use the following lender presentation to conduct meetings with prospective term loan lenders.

Lenders Presentation

Public Version

July 10, 2015

Important Information

In

connection

with

the

proposed

transaction,

ascena

retail

group,

inc.

(“ascena”)

filed

with

the

SEC

a

registration

statement

on Form S-4 that includes a proxy statement of ANN INC. (“ANN”) that also constitutes a prospectus of ascena. Investors

and security holders are urged to read the definitive proxy statement / final prospectus and other relevant documents filed

with the SEC, when they become available, because they will contain important information about the proposed transaction.

Investors and security holders may obtain free copies of these documents, when they become available, and other

documents filed with the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the

documents filed with the SEC by ascena by contacting ascena Investor Relations at (551) 777-6895, or by e-mail at

ascenainvestorrelations@ascenaretail.com. Investors and security holders may obtain free copies of the documents filed

with the SEC by ANN by contacting ANN Investor Relations at (212) 541-3300 ext. 3598, or by e-mail at

investor_relations@anninc.com.

ascena and ANN and their respective directors and executive officers and other members of management and employees

may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about

ascena’s directors and executive officers is available in ascena’s proxy statement for its 2014 Annual Meeting of

Stockholders filed with the SEC on November 3, 2014. Information about directors and executive officers of ANN is available

in the proxy statement for the 2015 Annual Meeting of Stockholders of ANN filed with the SEC on April 2, 2015. Other

information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by

security holdings or otherwise, will be contained in the definitive proxy statement / final prospectus and other relevant

materials to be filed with the SEC regarding the merger when they become available. Investors should read the definitive

proxy statement / final prospectus carefully when it becomes available before making any voting or investment decisions.

You may obtain free final copies of these documents from ascena or ANN using the sources indicated above.

This document and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy

any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall

be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as

amended.

2

Disclaimer

3

In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the

U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended.  These

forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets

in which ascena and ANN operate and beliefs of and assumptions made by ascena management and ANN management, involve

uncertainties that could significantly affect the financial results of ascena or ANN or the combined company.  Words such as

“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions

are intended to identify such forward-looking statements, which generally are not historical in nature.  Such forward-looking

statements include, but are not limited to, statements about the benefits of the transaction involving ascena and ANN, including

future financial and operating results, the combined company’s plans, objectives, ratings, expectations and intentions.  All

statements that address operating performance, events or developments that we expect or anticipate will occur in the future —

including statements relating to creating value for stockholders, integrating ascena and ANN, providing stockholders with a more

attractive currency, and the expected timetable for completing the proposed transaction — are forward-looking statements.  These

statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to

predict.  Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions,

we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially

from what is expressed or forecasted in such forward-looking statements.  For example, these forward-looking statements could

be affected by factors including, without limitation, risks associated with the ability to consummate the merger and the timing of

the closing of the merger; the ability to successfully integrate our operations and employees; the ability to realize anticipated

benefits and synergies of the transaction; the potential impact of the announcement of the transaction or consummation of the

transaction on relationships, including with employees, credit rating agencies, customers and competitors; the ability to retain

key personnel; the ability to achieve performance targets; changes in financial markets, interest rates and foreign currency

exchange rates; negative rating agency actions; and those additional risks and factors discussed in reports filed with the SEC by

ascena and ANN from time to time, including those discussed under the heading “Risk Factors” in their respective most recently

filed reports on Form 10-K and 10-Q.  Neither ascena nor ANN undertakes any duty to update any forward-looking statements

contained herein.

The ascena financial information included herein has been adjusted to exclude certain one-time items such as acquisition-related,

integration and restructuring expenses, accelerated depreciation of fixed assets and costs related to inventory purchase

accounting adjustments arising from the acquisition of Charming Shoppes, Inc.  ascena believes that all such expenses are not

indicative of ascena’s underlying operating performance.  In addition, this presentation makes reference to the financial

performance measure of earnings before interest, taxes, depreciation  and amortization, as adjusted for the previously mentioned

items (“Adjusted EBITDA”).  ascena considers Adjusted EBITDA to be useful to investors because it believes that it is an

important indicator of ascena’s operational strength.  Reference is made to ascena’s Current Report on Form 10-Q for the fiscal

quarter ended April 25, 2015 and its Annual Report on Form 10-K for the fiscal year ended July 26, 2014 for a full discussion on the

use of Adjusted EBITDA and a reconciliation of adjusted, non-GAAP financial measures to the most directly comparable GAAP

financial measures.

Presenters

David Jaffe

ascena, Chief Executive Officer

Robb Giammatteo

ascena, Chief Financial Officer

Heather Plutino

ascena, Treasurer

4

Agenda

Transaction Summary

Acquisition Rationale

ascena

Overview

ANN Overview

Key Credit Highlights

Historical Financials

Public Q&A

5

Transaction Summary

(1)  Based on the closing price of ascena stock on May 15, 2015.

(2) Please see Adjusted EBITDA reconciliation on page 57 and synergy and cost savings overview on pages 15-16.

On May 17, 2015, ascena

retail group (the “Company” or “ascena”) entered into a definitive agreement to

acquire ANN INC. (“ANN”)

—

Upon closing, ANN stockholders will receive $37.34 in cash and 0.68 of a share of ascena common

stock

in

exchange

for

each

share

of

ANN

common

stock,

implying

a

total

value

per

share

of

$47.00

(1)

—

Enterprise Value represents 7.7x multiple of ANN’s FY 2014 Adjusted EBITDA excluding total

identified cost opportunities and 4.0x FY 2014 Adjusted EBITDA including total identified cost

opportunities

(2)

ascena is a leading specialty retailer offering clothing, shoes and accessories for women under the

Justice, Lane Bryant, dressbarn, maurices and Catherines brands

ANN is a leading national specialty retailer of women’s apparel, shoes and accessories, sold primarily

under the Ann Taylor and LOFT brands

Upon completion of the acquisition, ascena will be the third largest specialty apparel retail company and

the largest focused on women’s apparel, with seven diverse brands that service women of all ages, sizes

and demographics

The transaction will be financed with a combination of cash on the balance sheet, debt and stock

—

Funded debt financing will consist of an expected draw of less than $200 million under the

Company’s ABL and a $1.8 billion Senior Secured Term Loan B

The transaction is likely to close in 2H 2015 (expected to be in August)

6

Transaction Summary

Attractive Credit Profile with Moderate Leverage and Significant Equity Value

(1)

Adjustment reflects $203 million of ANN cash (after conforming adjustments) less $150 million balance sheet cash used. Pro forma cash includes ~$196 million of cash in foreign jurisdictions.

(2)

As of May 15, 2015, consistent with the S-4 filing.

(3)

ascena

Adjusted

EBITDA

based

on

LTM

period

ended

April

25,

2015.

ANN

Adjusted

EBITDA

based

on

LTM

period

ended

May

2,

2015.

Please

see

page

57

for

more

detail.

(4)

Pro forma ANN transaction cost synergies expected to be fully realized by the end of fiscal year 2018. Please refer to pages 15-16 for more detail.

(5)

ANN publicly identified cost savings reflect $50 million in incremental annualized gross margin from sourcing initiatives expected to be realized by December 2017 and $35 million of cost savings from

ANN’s SG&A Optimization Program expected to be realized by December 2016.

With market capitalization of $2.3 billion

(2)

+ $451 million ascena equity issued

(2)

, equity value represents

~60% of total capitalization

Lease adjusted leverage of 3.5x based on 5x combined rent expense of $766 million (per Moody’s new

methodology)

Sources and Uses

Sources

Uses

Balance Sheet Cash

(1)

$

150

ANN Equity Purchase Price

$

2,194

ABL Revolver ($600mm)

143

Refinance ascena Revolver

155

Senior Secured Term Loan B

1,800

Change of Control Payments

85

ascena Equity Issued

(2)

451

Transaction and Financing Costs

110

Total Sources

$

2,544

Total Uses

$

2,544

Pro Forma Debt Capitalization as of April 2015

Actual

ascena

Adj.

Pro Forma

Amount

x Adj. EBITDA

Cash and Cash Equivalents

(1)

$

222

$

53

$

275

ABL Revolver ($600mm)

155

(12)

143

Senior Secured Term Loan B

-

1,800

1,800

Total Debt

$

155

$

1,943

2.2

x

Net Debt

$(67)

$

1,668

1.9

x

ascena Adjusted EBITDA

(3)

$

402

ANN  Adjusted EBITDA

(3)

260

Pro Forma ANN Transaction Synergies

(4)

150

ANN Identified Cost Savings

(5)

85

Pro Forma Adjusted EBITDA

$

896

7

Indicative Terms and Structure

Senior Secured Term Loan B

Terms

Senior Secured Term Loan B

Borrower

ascena

retail group, inc.

(the “Company”)

Security

First priority lien on all assets, except for ABL Collateral, and capital stock held by the Borrower and Guarantors

Second priority lien on all ABL collateral

Guarantors

All existing and future direct or indirect wholly-owned U.S. restricted subsidiaries of the Borrower

Amount

$1,800 million

Maturity

7 years

Indicative Pricing

TBD

Corporate Credit Ratings

Ba2 / BB

Tranche Credit Ratings

Ba2 / BB+

LIBOR Floor

TBD

OID

TBD

Incremental Facility

$700 million general incremental basket, with additional amount subject to closing date secured net leverage

Incremental facility subject to 50 bps MFN; 12 month MFN sunset

Amortization

1% per annum with a bullet at maturity

Financial

Covenants

None

Optional Prepayments

All prepayments at par, except 101 soft call for 6 months

Mandatory

Repayments

100% of Asset Sales and Net Insurance Proceeds, 100% of Non-Permitted Debt Incurrence, 50% of Excess Cash Flow Sweep with

step-downs subject to a leverage based grid

Negative Covenants

Usual

and

customary

for

similar

types

of

facilities,

including

incurrence

of

debt,

limitations

on

liens,

fundamental

changes,

distributions,

investments (with exceptions for permitted acquisitions), transactions with affiliates, asset sales, mergers, restricted payments (with a

customary “available amount” builder basket), with customary thresholds, exceptions and baskets

8

Indicative Terms and Structure

Asset-Based Revolving Credit Facility

Terms

ABL Revolving

Credit Facility

Borrower

ascena

retail group, inc.

(the “Company”)

Security

Perfected first priority lien on all receivables, inventory and cash (the “ABL Collateral”)

Second priority lien on all non-ABL Collateral

Guarantors

All existing and future direct or indirect wholly-owned U.S. restricted subsidiaries of the Borrower

Amount

$600 million

Maturity

5 years

Indicative Pricing

L + 125 –

150 bps, based on excess availability

Undrawn

Fee

20 –

25 bps unused fee on undrawn portion of ABL Revolver

Borrowing Base

Substantially similar to the existing Borrowing Base, including:

—

90% of the appraised net orderly liquidation value of eligible inventory (eligible in-transit inventory capped at 30% of Facility), with

seasonal step-up to 92.5% for any single 90 day period within any calendar year at the Company’s discretion, plus

—

90% of eligible credit cards receivable, less

—

Customary and appropriate reserves

Incremental Facility

$200 million

L/C

Sublimit

$350 million with $100 million for SLC

Financial

Covenants

Springing Fixed Charge Coverage Ratio of 1.0 to 1.0, triggered when excess availability is less than the greater of (x) 10% of Loan

Limit and (y) $45 million for 3 consecutive business days

Negative

Covenants

Customary for facilities of this type, including limitation on liens, indebtedness, restricted payments, investments, acquisitions and

dividends, exceptions to be agreed

Reporting

Financial

Statements:

Quarterly;

Springing

to

monthly

when

availability

is

less

than

the

greater

of

15%

of

Loan

Limit

and

$65

million

(until availability is equal to or greater than the greater of 17.5% of Loan Limit and $75 million for 30 consecutive days)

Borrowing Base: Quarterly; Springing to monthly when loans are outstanding or L/C exposure exceeds $60 million; Springing to weekly

if availability less than the greater of $60 million and 12.5% of Loan Limit

Field Exam & Inventory Appraisal: No annual exams and appraisals required if borrowings outstanding and L/Cs are less than 30% of

the Facility at all times; 2x per year if Availability is less than the greater of $85 million and 17.5%; otherwise 1x per year

9

July 2015

S

M

T

W

T

F

S

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

Transaction Timeline

July 14, 2015

Bank meeting

July

28, 2015

Commitments

due

July

29, 2015

Pricing and allocation

Week

of

August

17

th

Expected close of acquisition and financing

Timetable of Events

August 2015

S

M

T

W

T

F

S

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

Bank Holiday

September 2015

S

M

T

W

T

F

S

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

10

11

11

Key Credit Highlights

1

Largest specialty apparel retailer focused exclusively on the female consumer

Strong, well-defined brand equity

Increased diversification provided by a growing portfolio of brands

ascena operating model and acquisition experience mitigate integration risk

Recently completed capital investments have created best-in-class shared

services platform and improved margins

Experienced management team

2

3

4

5

7

Strong free cash flow generation with a focus on deleveraging

6

Acquisition Rationale

13

Youthful

Mature

Powerful, Diversified Portfolio of Brands Focused

on Women of all Ages, Sizes and Demographics

Customer

Demographic

Apparel and

accessories

designed to

match the

energetic

lifestyle of

tween girls

Plus-size

fashionable

apparel with a

moderate price

range

Hometown

retailer offering

up-to-date

fashion

including both a

core and plus-

size offering

Career &

casual fashions

for the working

woman

Plus-size

classic apparel

and

accessories for

wear-to-work

and casual

lifestyles

Polished,

modern

feminine

classics for

every

generation of

working women

Modern,

feminine and

versatile

clothing for a

wide range of

women;

focuses on

everyday

fashion

Store Count

997

770

940

830

381

360

674

Pro forma for the acquisition, ascena’s portfolio will have six $1 billion differentiated brands

14

Creates one of the largest and most diversified specialty apparel retail companies

2

4

Financially compelling transaction

3

Significant synergy value creation

Combination is expected to generate significant cash flow, while both maintaining prudent levels of capital

expenditures and enabling rapid deleveraging

Modest leverage with significant equity value representing approximately 60% of pro forma capitalization

Estimated annual cost opportunities of $235 million, including approximately $150 million in ANN transaction

synergies and $85 million in ANN identified cost savings

All actions to achieve the transaction synergies are planned to be taken within 24 months after close

Collaboration and shared best practices support greater efficiency / performance

Preeminent specialty apparel retail company focused exclusively on women provides enhanced access to best-

of-breed talent and career opportunities

Over 4,950 stores in North America with $7.4 billion of combined LTM Net Sales and $896 million of combined

LTM

Adjusted

EBITDA

(including

total

identified

cost

opportunities)

(1)

Over 65,000 associates, approximately 96% of whom are women

Highly complementary organizations and management teams

1

Strong fit creates a well-balanced and diversified portfolio of brands with minimal overlap

Leverages ascena’s strong shared-services platform capabilities and infrastructure investment

Leverages ANN’s deep omni-channel knowledge base

Combination of Leading Specialty Apparel Retail

Companies

(1)

Please see Adjusted EBITDA reconciliation on page 57 for more detail.

15

FY 16

FY 17

FY 18

Non-Merchandise Procurement

Financially Compelling Transaction

$235 Million Total Identified Cost Opportunities

Distribution and

Fulfillment

Transportation

Sourcing

Other

$150 million of identified cost

synergies with all actions to be taken

within 24 months after close and full

amounts realized in third full year after

close

Synergy capture requires

approximately $35-40 million of capital

expenditures

ANN’s Sourcing Initiatives expected to generate at least $50 million in incremental annualized gross margin by December

2017

ANN’s SG&A Optimization Program is expected to generate ongoing annual savings of $35 million by December 2016

$150 million of ANN Transaction Synergies

$85 million of ANN Cost Savings

Note:

July

fiscal

year

end.

$

in

millions.

$10 –

$20

$80 –

$90

$150

Cumulative

Expected

Synergies:

16

16

Overview of ANN Transaction Synergies

$150 Million of Identified Cost Synergies

Extend existing ascena contract rates across ANN volume

Leverage increased volume at origin to drive full container shipment

Increase packaging productivity through reduced cross dock

Transportation

Leverage scale and consolidate suppliers across multiple areas, including IT

support contracts, facilities, marketing collateral, transportation contracts, and

general services and supplies

Non-Merchandise

Procurement

Optimize combined supply base and leverage increased scale

Sourcing

Newly

designed,

highly

efficient

D.C.

in

Etna

serving

all

ascena

stores

Newly designed, highly efficient e-commerce facility in Greencastle serving all

ascena

e-commerce business

Leverage daily delivery and increased allocation capability across ANN volume

Distribution and

Fulfillment

Other

Elimination of ANN public company costs

Elimination of duplicate functions and roles

Leveraging best practices across functional areas to minimize operating expenses

ascena Company Overview

18

18

1940s

1960s

1980s

2000

2005

2009

2011

2012

1931:

First maurices

store opens in

Duluth, MN

1983:

DBRN began

trading on NASDAQ

1962: First dressbarn

store opens in

Stamford, CT

1987:  Limited Too (now

Justice) is created by

The Limited, Inc.

2009:

dressbarn

acquires Justice

2005:  dressbarn

acquires maurices

2011:

ascena

retail group, inc.

becomes the successor reporting

company to The Dress Barn, Inc.

2015

2012:  ascena

acquires Charming

Shoppes, Inc.

2015:  ascena

enters into

definitive

agreement to

acquire ANN INC.

1900s

1960: First Catherines

store opens in

Memphis, TN

1900:  First Lane

Bryant store opens

in New York, NY

Corporate History

19

19

Justice Brand Overview

Pure Play Tween Fashion Specialty Store

Merchandise Mix

997 Store Locations

Offers fashionable apparel to 5-12 year old tween girls in an

energetic environment

A market share leader in a $7 billion+ addressable market

Products include hottest tween fashions in jeans, shorts, dresses,

skirts and school uniforms

Stores concentrated in high traffic malls and strip centers

Headquartered in New Albany, OH

Malls:

56%

Strips:

22%

Outlets:

11%

Lifestyle Centers:

10%

Apparel

68%

Lifestyle

11%

Accessories

10%

Intimates

8%

Footwear

4%

Core

30%

Fashion

50%

Over the

Top

20%

20

Justice Brand Overview

Brand Strategy and Key Operating Metrics

Strategy

New pricing and promotional cadence focused on

aggressive opening price points and narrow but powerful

category promotions

—

‘Style Buys’ –

everyday low price items with

aggressive ticket prices set equal to the out the door

price of key competitors

—

Frequent, narrow rotating promotional events across

the fashion assortment

—

Fully aligned store and ecommerce channel

promotions, reflecting omni-channel operating

philosophy

Integrated communication strategy around value and trust

Comp

Sales

7.8 %

8.2 %

3.0 %

(3.9) %

N/A

Store

Count

902

942

971

997

997

Operating Income and Margin ($ in millions)

Net Sales ($ in millions)

Transitional Stabilization Activity

In March, Justice hired Brian Lynch, a turnaround veteran

with over 35 years of industry experience at Ann Taylor and

the Gap, to be the new President of Justice

De-risk business through 20%+ reduction in inventory and

accelerate turn rate

Align inventory levels to new promotional strategy

Refine merchandise mix to increase focus on everyday and

core fashion assortment

Reduce level of embellishment to deliver key product

aesthetic (fabric, wash, quality) while reducing product cost

(1)

Operating income includes fully allocated costs.

$1,150

$1,307

$1,407

$1,384

$1,321

FY2011

FY2012

FY2013

FY2014

LTM Apr-15

$ 129

$ 172

$ 188

$ 103

$ 26

11.2%

13.2%

13.4%

7.4%

2.0%

FY2011

FY2012

FY2013

FY2014

LTM Apr-15

20

(1)

21

21

Lane Bryant Brand Overview

Plus-Size

Fashionable

Apparel

–

“All

Women

Deserve

Great

Fashion”

Merchandise Mix

770 Store Locations

Caters to women ranging in age from 25 to 45 years old in sizes  

14 –

28 through private labels Lane Bryant, Cacique, Livi Active,

and 6

th

& Lane as well as designer collaborations

Widely recognized brand name in women’s specialty fashion

Assortment includes intimate apparel, wear-to-work, casual

sportswear, accessories, select footwear and social occasion

apparel as well as activewear under its recently launched Livi

Active brand

Stores concentrated in strip centers and high traffic malls

Headquartered in Columbus, OH

Strips:

51%

Malls:

25%

Outlets:

15%

Lifestyle Centers:

8%

Casual

33%

Wear-to-

Work

18%

Emerging

9%

Accessories

6%

Intimates

34%

Fashion

44%

Core

50%

Accessories

6%

22

22

Lane Bryant Brand Overview

Brand Strategy and Key Operating Metrics

Strategy

Key revenue drivers

—

Omni-channel

—

Activewear (Livi Active) and knits

—

Cacique intimates

Operating leverage opportunities

—

Promotional effectiveness

—

Sourcing / speed

—

Cost structure

Develop new / enhance existing marketing programs

—

Re-anchor brand equity in fashion, fit, and lifestyle

relevance

—

Increase cross-shopping between apparel customers

and Cacique intimates while expanding and acquiring

new customers

Improve fleet productivity through location repositioning

and omni-channel interaction

Operating Income and Margin ($ in millions)

(2)

Comp

Sales

2.9 %

1.6 %

3.0 %

N/A

Store

Count

805

788

771

770

Net Sales ($ in millions)

(1)

(1)

FY

2012

net

sales

represent

full

year

of

sales

of

which

$120

million

is

included

in

ascena

historical

results.

(2)

Operating income includes fully allocated costs.

$1,028

$1,050

$1,080

$1,088

FY2012

FY2013

FY2014

LTM Apr-15

($10)

$(10)

$(3)

$(14)

(8.4)%

(0.9)%

(0.2)%

(1.3)%

FY2012

FY2013

FY2014

LTM Apr-15

23

23

maurices Brand Overview

Small

Market

Fashion

Destination

–

“Simply

the

Best

Hometown

Specialty

Retailer”

Merchandise Mix

940 Store Locations

Up-to-date casual, career and dressy fashion designed to appeal

to females ages 20-35 in missy and plus-size

Net promoter score over 85%

Proprietary label covers casual clothing, career wear, dressy

apparel, activewear and accessories

Stores concentrated in smaller and metro fringe markets

(approximately 25,000 to 150,000 people) 

Headquartered in Duluth, MN

Strips:

57%

Malls:

36%

Outlets:

5%

Lifestyle Centers:

2%

Casual

Denim

56%

Wear-to

Work

11%

Plus

20%

Accessories

13%

Fashion

64%

Core

26%

Trendy

10%

24

24

maurices Brand Overview

Brand Strategy and Key Operating Metrics

Strategy

Key revenue drivers

—

Omni-channel

—

PLUS assortment expansion

Operating leverage opportunities

—

Internal sourcing penetration

—

Differentiated product developed by the new

internal design / product development teams

Develop new / enhance existing marketing programs

—

Enhance brand expansion strategy and refine

customer acquisition models

—

Improve prospecting, marketplace expansion, and

search optimization initiatives to drive increased

traffic

Comp

Sales

10.2 %

1.6 %

2.5 %

1.1 %

N/A

Store

Count

784

832

877

922

940

Operating

Income

and

Margin

($

in

millions)

(1)

Net Sales ($ in millions)

(1)

Operating income includes fully allocated costs.

(2)

FY 2014 operating income and margin exclude a $13 million impairment charge taken in Q4 2014.

(2)

$776

$853

$918

$971

$1,034

FY2011

FY2012

FY2013

FY2014

LTM Apr-15

$ 105

$ 103

$ 108

$ 102

$ 118

13.5%

12.0%

11.7%

10.5%

11.4%

FY2011

FY2012

FY2013

FY2014

LTM Apr-15

25

25

Career

&

Casual

Fashion

for

the

Working

Woman

–

“Inspiring

Women

to

Look

&

Feel

Beautiful”

Merchandise Mix

830 Store Locations

Offers private label and contemporary fashions at great value to

women in their mid-30s to mid-50s

Positively trending net promoter scores since 2013

Provides moderate-to-better quality career, special occasion, casual

fashion in missy, petites, and plus sizes

Stores located primarily in strip shopping centers in major trading and

high-density markets, and in surrounding suburban areas

Headquartered in Mahwah, NJ

dressbarn Brand Overview

Strips:

73%

Outlets:

20%

Malls:

7%

Career

34%

Casual

37%

Dresses

19%

10%

Updated

60%

Classic

25%

Core

15%

Non-Apparel

26

26

dressbarn Brand Overview

Brand Strategy and Key Operating Metrics

Strategy

Key revenue drivers

—

Omni-channel;  accelerate e-commerce

—

Dresses (DRESSBAR)

—

Knits

—

Casual bottoms

Operating leverage opportunities

—

Internal sourcing penetration

—

Inventory management

—

Design / product development

Develop new / enhance existing marketing programs

—

Leverage DRESSBAR launch

—

Drive engagement and retention through

SMARTgirl targeting

Drive store productivity by optimizing existing fleet and

new prototype roll-out

Comp

Sales

1.6 %

3.4 %

(2.1) %

(0.8) %

N/A

Store

Count

830

827

826

820

830

Net Sales ($ in millions)

(1)

Operating income includes fully allocated costs.

Operating Income and Margin ($ in millions)

(1)

$987

$1,038

$1,021

$1,022

$1,028

FY2011

FY2012

FY2013

FY2014

LTM Apr-15

$ 68

$ 53

$ 32

$ 39

$ 28

6.9%

5.1%

3.1%

3.9%

2.7%

FY2011

FY2012

FY2013

FY2014

LTM Apr-15

27

27

Catherines Brand Overview

Plus-Size

Classic

Apparel

–

“To

serve

the

lifestyle

and

fit

needs

of

women

size

18+”

Merchandise Mix

381 Store Locations

Carries plus-size apparel for all occasions for customers generally 45

years or older

Known for offering full range of plus sizes (16-

34 and 0X-

5X) and

particularly known for extended sizes (28-

34)

Offers current and updated apparel wardrobe options, covering

customers’ casual and wear-to-work needs; also carries a full line of

intimate apparel, footwear, and accessories

Retail stores primarily located in strip shopping centers

Headquartered in Bensalem, PA

Strips:

84%

Malls:

14%

Outlets:

1%

Lifestyle Centers:

1%

Updated

60%

Core

25%

Fashion

15%

Casual

52%

Wear-

to-Work

17%

Intimates

15%

Other

16%

28

Catherines Brand Overview

Brand Strategy and Key Operating Metrics

Strategy

Net Sales ($ in millions)

(1)

Key revenue drivers / expanded assortment

—

Activewear

—

Dresses

—

Footwear

—

Black Label

—

Swimwear

Increase engagement through fashion execution and

novelty

Grow and reposition store fleet

Focus marketing activity on direct mail events and

Catherines Cash bounceback coupons

Operating Income and Margin ($ in millions)

(2)

Comp

Sales

10.7 %

9.3 %

7.5 %

N/A

Store

Count

422

397

386

381

(1)

FY

2012

net

sales

represent

full

year

of

sales

of

which

$36

million

is

included

in

ascena

historical

results.

(2)

Operating income includes fully allocated costs.

$304

$319

$332

$345

FY2012

FY2013

FY2014

LTM Apr-15

($4)

$ 17

$ 24

$ 29

(11.1)%

5.3%

7.3%

8.4%

FY2012

FY2013

FY2014

LTM Apr-15

28

29

29

Revenue Growth

SSS

Growth

(1)

8 %

5 %

(3) %

0 %

9 %

6 %

5 %

0 %

(2) %

N/A

Note: Based on ascena fiscal year ending July.  maurices acquired in January 2005, Justice acquired in November 2009, Lane Bryant and Catherines acquired in June 2012. CAGRs for Lane Bryant and

Catherines based on full year of sales for FY12.  Excludes ANN.

(1)

SSS growth represents store comparable sales.

4.6 %

’12-’14 CAGR

2.5 %

2.9 %

6.7 %

(0.7) %

Store

Count

1,339

1,428

1,503

1,559

2,477

2,516

3,828

3,859

3,896

3,918

$876

$935

$888

$906

$982

$987

$1,038

$1,021

$1,022

$1,028

$424

$492

$557

$588

$681

$776

$853

$918

$971

$1,034

$712

$1,150

$1,307

$1,407

$1,384

$1,321

$120

$1,050

$1,080

$1,088

$36

$319

$332

$345

$1,300

$1,427

$1,445

$1,494

$2,375

$2,914

$3,353

$4,715

$4,791

$4,816

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

LTM Apr-15

dressbarn

maurices

Justice

Lane Bryant

Catherines

30

E-Commerce Penetration

(1)

E-commerce growth represents growth from YTD April 2014 to YTD April 2015.

10.9 %

18.9 %

9.6 %

4.5 %

15.3 %

Justice

Lane

Bryant

maurices

dressbarn

Catherines

E-commerce

Growth

(1)

12.5%

14.2%

31.0%

5.4%

19.6%

E-commerce Penetration By Brand

YTD April 2015 full year e-commerce

penetration of 11% is up ~300bp vs. FY

2013 for consolidated ascena

ascena continues to make investments to

enhance its world class omni-channel

capabilities

—

In-store associate ordering system

—

In-house e-commerce fulfillment

—

Customer-facing brand site re-platform

—

Distributed order management

30

ANN Business Overview

32

32

Overview of ANN

Fashion

Polished, professional, sophisticated

Stylish, casual, relaxed

LTM Apr Net

Sales 

($ in millions)

$ 944

$ 1,596

Store Count

242 full-line

118 factory

360 total

546 full-line

128 outlet

674 total

Note: Store count as of May 2, 2015. LOFT net sales and store count include Lou & Grey. Lou & Grey is an exploratory brand currently being incubated.  More details on Lou & Grey on page 39.

33

33

ANN Corporate History

1950s

1970s

1990s

2000

2004

2007

2006

2012

1954:  First Ann

Taylor opens in New

Haven, CT

1991:  Ann Taylor goes

public (NYSE: ANN)

and has 220 locations

by the end of the year

1977: Ann Taylor

opens New York City

Flagship on 57

th

street

2000:

AnnTaylor.com

launches

2006:  Ann Taylor

LOFT becomes a

billion dollar brand

2004: 

AnnTaylorLOFT.com

launches

2015:  ANN INC.

enters into definitive

agreement to be

acquired by ascena

Retail Group

2015

2012:  Ann Taylor

opens its first

international store

in Toronto, Canada.

2013

2013:  Ann Taylor

launches

international

shipping to 100+

countries

1998:  Ann Taylor LOFT

opens its first store

2009

2009:  Ann Taylor

LOFT changes

name to LOFT

34

34

Ann Taylor Brand Overview

Ann Taylor is polished, modern feminine classics with an iconic style point of view for every aspect of her life

Customer Characterizations

Note: ANN fiscal year ends January. LTM period represents twelve months ended May 2, 2015.

Ann Taylor Brand Sales ($ in millions)

Comp %

(23.8) %

18.7 %

5.2 %

1.1 %

1.1 %

(2.2) %

N/A

Store Count

$771

$864

$908

$945

$960

$953

$944

2009A

2010A

2011A

2012A

2013A

2014A

LTM

Apr-15

291

266

280

275

268

245

242

92

92

99

101

108

116

118

383

358

379

376

376

361

360

2009A

2010A

2011A

2012A

2013A

2014A

LTM

Apr-15

Ann Taylor Stores

Ann Taylor Factory

35

35

LOFT Brand Overview

LOFT offers modern, feminine and versatile clothing for a wide range of women

Customer Characterizations

Note: ANN fiscal year ends January. LTM period represents twelve months ended May 2, 2015.

(1)

LOFT Stores includes 5 standalone Lou & Grey stores in 2014 and 6 standalone Lou & Grey stores in LTM April 2015.

LOFT Brand Sales ($ in millions)

Comp %

(11.9) %

5.0 %

8.0 %

4.8 %

3.0 %

(1.7) %

N/A

Store Count

(1)

506

502

500

512

539

542

546

18

36

74

96

110

127

128

524

538

574

608

649

669

674

2009A

2010A

2011A

2012A

2013A

2014A

LTM

Apr-15

LOFT Stores

LOFT Outlet

$1,057

$1,117

$1,305

$1,430

$1,534

$1,581

$1,596

2009A

2010A

2011A

2012A

2013A

2014A

LTM

Apr-15

36

36

ANN services customers with a single, channel-agnostic view of inventory and customer-specific

preferences

—

Omni-channel database centrally stores online and

offline transactions, offering visibility into client transactions                                                           

across brands / channels

—

Robust inventory management engine with capability to order                                                                  

in store and ship from another store, buy online and ship from a                                                             

store, and buy anywhere and return anywhere

—

All Ann Taylor and LOFT stores now have endless aisle capability,

which give customers seamless access to online inventory from the

store

—

Enhanced mobile capability launched at both brands in the third quarter of fiscal 2014 drove ~50%

increase in mobile conversion rates

ANN’s dynamic analytical models allow for segmentations of client file highlighting paths to maximize ROI

—

Ability to track and prospect high-value customers and optimize marketing acquisition, cultivation, and

retention programs

—

Ability to analyze clients’ propensity to purchase certain categories, quantify risk of editing categories,

and surface assortment opportunities

—

Capabilities to assist with planning and advise on store openings, closing, and retention of omni-channel

customers

Leading Omni-Channel Strategy with Best in Class

Customer Relationship Management

Omni-channel clients spend an average of

over 3x single channel clients

Greater

than

3x

Online

37

37

Strategic Initiatives

Ann Taylor:

–

Drive tops business by offering a more

balanced assortment across silhouettes,

color choices, and end use

–

Utilize test and chase strategies and

increase product pipeline speed to deliver

fashion newness and drive full price sell-

through

–

Enhance fit and versatility throughout the

assortment to address multiple wear

occasions

LOFT:

–

Drive dramatic growth in the tops category

by balancing mix of fabrication, increasing

the fashion component, and adding

diversity of style and silhouette

–

Engage clients across multiple channels to

increase brand awareness, traffic, and

retention 

Increase Sales Productivity via Brand Initiatives

Improve Operating Margin

Continue to evolve inventory management

approach

Expand merchandise test and chase strategy

to increase quick response capabilities

Leverage best-in-class CRM and customer

insights to improve marketing and

merchandising effectiveness

Continue to expand and leverage leading

omni-channel capabilities

Optimize organizational cost structure

Continue to utilize low cost and scalable

shared services platform

Continue to optimize the real estate portfolio

for profitability

38

38

Revenue Growth by Brand

Comp

Sales

Growth

4.5 %

(2.2) %

(13.4) %

(17.4) %

10.7 %

6.8 %

3.3 %

2.3 %

(1.9) %

N/A

Note: Reflects ANN’s fiscal year ended January. “Other” sales represents non-merchandise sales.

’12-’14 CAGR

5.1 %

0.4 %

Store

Count

869

929

935

907

896

953

984

1,025

1,030

1,034

3.3 %

$913

$867

$689

$771

$864

$908

$945

$960

$953

$944

$1,146

$1,174

$1,088

$1,057

$1,117

$1,305

$1,430

$1,534

$1,581

$1,596

$ 284

$ 356

$ 417

$2,343

$2,397

$2,195

$1,829

$1,980

$2,212

$2,376

$2,493

$2,533

$2,541

FY06

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

LTM

Apr-15

Ann Taylor

LOFT

Other

39

39

Lou & Grey Strategic Overview

Lou & Grey offers a casual, effortless aesthetic,

combining comfort with style in a way that

resonates with how women are dressing today

Currently available in LOFT stores

–

Leverages LOFT’s existing and growing

customer base to promote the Lou & Grey

offerings

6 standalone stores open as of May 2, 2015

–

Opened first “proof-of-concept” store in

Westport, CT in April 2014

–

Locations include Boston, Chicago, Atlanta,

San Jose, Raleigh and Pasadena

–

Majority of clients are completely new to

ANN INC.

Curates the Lou & Grey assortment with third-

party merchandise, including jewelry, organic

beauty products, books and shoes from other

brands

Source: Andrea Brizzi Photography

Key Credit Highlights

41

41

Key Credit Highlights

1

Largest specialty apparel retailer focused exclusively on the female consumer

Strong, well-defined brand equity

Increased diversification provided by a growing portfolio of brands

ascena operating model and acquisition experience mitigate integration risk

Recently completed capital investments have created best-in-class shared

services platform and improved margins

Experienced management team

2

3

4

5

7

Strong free cash flow generation with a focus on deleveraging

6

42

42

Largest Specialty Apparel Retailer Focused Exclusively

on the Female Consumer

1

LTM Net Sales ($ in millions)

Third largest specialty retail brand and most diversified women’s apparel retail brand

Note: LTM Net Sales represents net sales as of latest public filing.

16,318

11,575

7,356

4,816

3,631

3,376

3,336

2,687

2,570

2,541

2,207

1,839

1,836

1,756

1,153

1,100

923

483

427

419

$ 0

$ 2,000

$ 4,000

$ 6,000

$ 8,000

$ 10,000

$ 12,000

$ 14,000

$ 16,000

$ 18,000

43

43

Increased Diversification Provided by a Growing

Portfolio of Brands

Combined company has seven core brands that cater to women of all sizes, ages and demographics

Six brands generate $1 billion or more in annual sales

2

LTM Apr-15 Revenue -

$7,356 million

LTM Apr-15 Store Count  -

4,952 total stores

LTM Apr-15 Operating Income

(1)

-

$304 million

(1)

Lane Bryant’s LTM April 2015 operating income  was $(14.1) million. ANN INC. does not report operating income separately for Ann Taylor and LOFT.

Ann Taylor

13%

LOFT

22%

Justice

18%

dressbarn

14%

Lane Bryant

15%

maurices

14%

Catherines

5%

Ann Taylor

7%

Loft

14%

Justice

20%

Lane Bryant

16%

maurices

19%

dressbarn

17%

Catherines

8%

Ann Taylor

LOFT

43%

+

Justice

7%

maurices

33%

dressbarn

9%

Catherines

9%

44

44

Increased Diversification Provided by a Growing

Portfolio of Brands

Last

twelve

quarters’

comparable

stores

growth

by

brand

(1)

Last

twelve

quarters’

consolidated

comparable

stores

growth

(1)

2

Volatility of comps is dampened by portfolio effect of brands

Note:

Weighted

average

comparable

sales

growth

calculated

using

ascena’s

quarterly

comparable

store

sales

and

ANN’s

quarterly

comparable

store

sales

weighted

by

total

revenue.

(1)

ANN’s quarterly comparable stores growth calendarized to ascena’s July fiscal year end.

0.9%

(1.3)%

3.6%

2.5%

1.6%

(1.9)%

(2.3)%

(2.8)%

0.9%

(1.3)%

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

Weighted Average Comparable Stores Growth

Trailing Twelve Month Average

(15)%

(10)%

(5)%

0%

5%

10%

15%

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

3.7%

4.1%

Ann Taylor

Loft

Justice

Lane Bryant

maurices

dressbarn

Catherines

45

45

Strong, Well-Defined Brand Equity

3

Iconic specialty brand

serving the professional,

modern woman across

generations

Market share leader in

women’s specialty

apparel, focused on

casual, relaxed apparel

Mind share leader amongst

“tween” girls

Fashionable plus-size

apparel for the 25-45 year

old woman

Fashion destination

offering missy and plus-

sizes for 20-35 year old

women in small-

and mid-

sized markets

Career and casual

fashions in missy and

plus-sizes at great value

for the working woman

Classic career and everyday

fashion plus-size apparel for

45+ year old women

Highly desirable

brands each

resonating with its

target consumer

46

46

ascena Operating Model and Acquisition

Experience Mitigate Integration Risk

4

Full leadership team, including president,

and heads of finance and HR

Ownership of supply chain and central IT

Runs all non-customer-facing back office

activities

Partners with brands on

development of strategic

plan and financial

architecture

Responsible for capital

allocation decisions

Full leadership teams, including president and heads of planning,

merchandising, marketing, finance, stores, real estate, and HR

Responsible for all customer-facing activity, development of

brand-specific financial architecture, and execution against

seasonal earnings growth targets

47

47

ascena Operating Model and Acquisition

Experience Mitigate Integration Risk

4

Target

Acquired

Date

Acquired

Equity

Purchase

Price

(1)

Revenue

Acquired

Revenue

Acquired as

% of ASNA

(2)

Current LTM

Revenue

January

2005

$329 million

$349 million

(LTM 11/04)

46%

$1,034

million

November

2009

$335 million

$996

million

(LTM 10/09)

65%

$1,321

million

June 2012

$1,028

million

$1,290 million

(Catherines +

Lane Bryant,

LTM 1/12)

42%

$1,433 million

(Catherines +

Lane Bryant)

2H

2015

$2,194 million

$2,541 million

53%

$2,541 million

Note: Current LTM as of April 2015.

(1)

Excludes the assumption of debt, includes cash acquired.

(2)

Percentage

based

on

LTM

ascena

revenue

at

time

of

transaction.

“We view ANN as an excellent strategic

fit with limited overlap and believe stated

~$150M of synergies (within 3 years

after closing), as well as significant year-

1 accretion, are achievable and may

prove conservative”

-SunTrust Research Report (May 2015)

“We believe new entity will combine best

of both retailers leveraging ANN's 1)

superior omni-channel offering, 2)

exposure to higher HHI & 3) fashion

leadership in women's specialty retail,

while leveraging ASNA's strength in 1)

shared services infrastructure & 2)

mgmt.'s detailed experience in M&A.

-Cowen Research Report (May 2015)

Favorable Third Party Response

to ANN Acquisition

“The deal makes ascena

one of the most

dominant players in women’s clothing. 

Adding the stylish Ann Taylor to the

portfolio brings a deep customer base of

suburban working women…..[ascena] now

has a reach into key every-women

demographics”

-Time Magazine (June 2015)

48

48

Recently Completed Capital Investments Have Created

Best-in-Class Shared Services Platform and Improved

Margins

FY 13

FY 14

FY 15

FY 16

Etna Distribution Center

Greencastle Fulfillment Center

Oracle Point of Sale

Oracle Retail Merchandising System

Oracle Financials

World class productivity / largest North

American case automated storage and

retrieval system

Flexibility to adjust delivery frequency (daily

vs. weekly)

Highly scalable

Significant cost per unit savings

Next day fulfillment

Highly scalable

5

Total Capital Investment:  $135M

Annual Synergy:                  $50M

Cash-on-cash-IRR:                 32%

Total Capital Investment:    $55M

Annual Synergy:                  $15M

Cash-on-cash-IRR:                10%

49

5

Multiple

DC

Footprint

($

/

unit)

–

Pre-Etna

Etna –

All Brands

Current State

Third Party Fulfillment Rates ($ / unit)

–

Pre-Greencastle

Internal Fulfillment

–

All Brands

Target Rate

Etna Distribution Center is Delivering World Class Productivity to All Brands

Greencastle Fulfillment Center is Expected to Deliver Significant Productivity Gains

Recently Completed Capital Investments Have Created

Best-in-Class Shared Services Platform and Improved

Margins

Note: Includes transportation / shipping costs.

$0.18

$0.38

$0.27

$0.31

$0.37

$0.20

$0.00

$0.10

$0.20

$0.30

$0.40

Savings

per

Unit

$0.07

Pre-transition

avg. $0.27

$2.56

$2.46

$3.99

$3.25

$2.74

$1.69

$0.00

$1.00

$2.00

$3.00

$4.00

Savings

per

Unit

$1.09

Pre-transition

avg. $2.78

50

Strong Free Cash Flow Generation with a Focus

on Deleveraging

6

Bridge from Pro Forma LTM Apr 2015 Adjusted EBITDA to FCF

~40% Free Cash Flow Conversion

Management is focused on deleveraging and ultimately targets a debt free balance sheet

–

No historical or planned dividend payouts or share repurchases

$359

$402

$250

$260

$100

$235

$896

$91

$96

Adjusted EBITDA

Normalized Capital

Expenditures

Pro Forma

Cash Interest Expense

Pro Forma

Cash Taxes

(38% tax rate)

Pro Forma

Free Cash Flow

ascena

ANN

Total Cost Opportunities

~19% of

Funded

Note: Excludes changes in working capital which are estimated to be nominal. Approximately $50 million of pro forma free cash flow is in foreign jurisdictions and would require approximately $10

million of incremental tax for repatriation. LTM ascena Adjusted EBITDA based on period ended April 25, 2015 and LTM ANN Adjusted EBITDA based on period ended May 2, 2015. Please see Adjusted

EBITDA reconciliation on page 57.

51

51

7

Experienced Management Team

Senior Manager

Title

Years in Industry

Years with Company

Elliot S. Jaffe

Co-founder / Chairman of Board,

ascena

63

53

David Jaffe

President and CEO, ascena

30

23

John Sullivan

President

and

COO,

ascena

Shared

Services Group

33

4

Robb Giammatteo

CFO, ascena

15

2

Heather Plutino

Treasurer, ascena

19

8

Kay Krill

President and CEO, ANN INC.

38

21

Gary Muto

President, ANN INC. Brands

34

7

Michael Nicholson

COO / CFO, ANN INC.

15

8

Brian Lynch

President and CEO, Justice

36

1

Linda Heasley

President

and CEO, Lane Bryant

22

3

George Goldfarb

President,

maurices

30

30

Jeff Gerstel

President,

dressbarn

23

9

Brett Schneider

Co-leader and CFO, Catherines

19

19

Joan Munnelly

Co-leader and CMO, Catherines

40

5

Historical Financials

53

Combined Historical Financials

July Fiscal Year End

Revenue

Gross Margin

(1)

Capital Expenditures

(3)

Adjusted EBITDA

(2)

%

margin

55.7 %

55.6 %

54.9 %

54.8 %

54.6 %

53.9 %

%

margin

11.5 %

12.5 %

12.3 %

10.7 %

9.7 %

9.0 %

(1)

Gross

margin

represents

each

standalone

company’s

definition

of

gross

margin.

ascena’s

gross

margin

reflects

non-GAAP

gross

margin.

(2)

Please see Adjusted EBITDA reconciliation on page 57.

(3)

ascena

LTM April 2015 capital expenditures exclude approximately $21 million of accrual adjustments.

Note: Each year shown as FYE July with ANN financials calendarized for July year end. LTM ascena based on period ended April 25, 2015 and LTM ANN based on period ended May 2, 2015.

$2,375

$2,914

$3,353

$4,715

$4,791

$4,816

$1,891

$2,102

$2,286

$2,433

$2,520

$2,541

$4,266

$5,016

$5,639

$7,148

$7,311

$7,356

2010

2011

2012

2013

2014

LTM Apr-15

$1,315

$1,628

$1,847

$2,597

$2,660

$2,680

$1,060

$1,162

$1,251

$1,322

$1,328

$1,288

$2,375

$2,790

$3,099

$3,920

$3,988

$3,969

2010

2011

2012

2013

2014

LTM Apr-15

$65

$102

$150

$291

$478

$322

$31

$104

$117

$148

$137

$100

$96

$206

$267

$439

$614

$422

2010

2011

2012

2013

2014

LTM Apr-15

$297

$392

$439

$496

$438

$402

$193

$237

$254

$266

$268

$260

$490

$629

$693

$761

$707

$661

2010

2011

2012

2013

2014

LTM Apr-15

ascena

ANN

54

54

Historical Capital Expenditures Breakdown

ascena’s

significant transformational capital expenditures from 2013 to LTM 2015 developed capability in

shared services, which will facilitate absorption of ANN volume into the supply chain

Ongoing pro forma capital expenditures are approximately $350 million, including stores-related spend, IT

and

corporate;

roughly

75%

of

capital

expenditures

will

support

the

store

fleet

(1)

(1)

Excludes capital expenditures related to the integration of the ANN acquisition, which are anticipated to be $35-40 million.

(2)

ascena

LTM April 2015 capital expenditures exclude approximately $21 million of accrual adjustments.

Note: Each year shown as FYE July with ANN financials calendarized for July year end. LTM ascena based on period ended April 25, 2015 and LTM ANN based on period ended May 2, 2015.

FY 2013

FY 2014

LTM Apr-15 ²

ascena Capital Expenditures:

  Stores

$

167

$

220

$

188

  IT

18

30

7

Total Brands Capital Expenditures

$

185

$

250

$

195

Corporate IT Capital Expenditures

$

10

$

21

$

13

  IT

$

20

$

35

$

41

  DC

51

63

21

  dressbarn and ascena Corporate Offices in Mahwah, NJ

20

48

2

  Shared Services Offices in Etna, OH

-

20

4

  AGS Sourcing Offices in Hong Kong

-

15

1

  maurices Corporate Offices in Duluth, MN

-

10

17

Total Transformational Capital Expenditures

$

91

$

191

$

86

E-commerce Project Capital Expenditures

$

0

$

0

$

28

Other Capital Expenditures

$

5

$

16

$

0

Total ascena Capital Expenditures

$

291

$

478

$

322

ANN Capital Expenditures:

Total ANN Capital Expenditures

$

148

$

137

$

100

Total Pro Forma Capital Expenditures

$

439

$

614

$

422

Public Q&A

Appendix

57

57

Adjusted EBITDA Reconciliation

2010

2011

2012

2013

2014

LTM Apr-15

ANN Reported Operating Income

$

73

$

139

$

156

$

162

$

140

$

125

(+) D&A

100

94

93

103

111

110

Reported EBITDA

$

172

$

233

$

249

$

266

$

251

$

235

(+) Pre-tax restructuring charge

5

5

6

-

17

6

(+) Pre-tax charge associated with closure of stores

-

-

-

-

-

5

(+) Asset impairment charge

15

-

-

-

-

-

(+) Incremental air freight costs in response to west coast port situation

-

-

-

-

-

13

ANN Adjusted EBITDA

$

193

$

237

$

254

$

266

$

268

$

260

2010

2011

2012

2013

2014

LTM Apr-15 ¹

ascena Reported Operating Income

$

218

$

290

$

293

$

265

$

211

$

140

(+) D&A

72

90

107

176

194

212

Reported EBITDA

$

289

$

380

$

400

$

441

$

404

$

352

(+) Non-recurring inventory purchase accounting adjustments

-

-

14

20

-

-

(+) Acquisition-related, integration & restructuring costs

7

12

25

35

34

28

(+) Impairment of intangible assets

-

-

-

-

-

13

(+) Incremental air freight costs in response to west coast port situation

-

-

-

-

-

7

(+) One-time costs related to the scheduled closure of Brothers

-

-

-

-

-

2

ascena Adjusted EBITDA

$

297

$

392

$

439

$

496

$

438

$

402

Pro Forma Adjusted EBITDA

$

490

$

629

$

693

$

761

$

707

$

661

Pro Forma ANN Transaction Synergies

150

ANN Identified Cost Savings

85

Pro Forma Adjusted EBITDA (including total cost opportunities)

$

896

(1)

Historical ascena

SEC filings did not include adjustments for impairment of intangible assets or incremental air freight costs.

Note:

Each

year

shown

as

FYE

July

with

ANN

financials

calendarized

for

July

year

end.

LTM

ascena

based

on

period

ended

April

25,

2015

and

LTM

ANN

based

on

period

ended

May

2,

2015.