Item 2.02 Results of Operations and Financial Condition.

On May 31, 2012, Ascena Retail Group, Inc. (the "Company") issued a press release disclosing material non-public information regarding its results of operations for its fiscal third quarter and nine months ended April 28, 2012. The Company also reaffirmed its earnings per diluted share guidance for its full fiscal year ending July 28, 2012. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press Release dated May 31, 2012.