Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
  
FORM 11-K
  
(Mark One)

x
  
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
  
   
SECURITIES EXCHANGE ACT OF 1934
  
       
   
For the fiscal year ended July 31, 2010
  
       
   
OR
  
       
o
  
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
  
   
SECURITIES EXCHANGE ACT OF 1934
  
       
   
For the transition period from __________ to __________
  
       
   
Commission file number 333-136061
  
       
   
____________
  
       
   
A. (Full title of the Plan)
  
       
   
The Dress Barn, Inc. 401(k)
Savings Plan
  
       
       
   
B. (Name of issuer of the securities held pursuant to the Plan)
 
Ascena Retail Group, Inc.
 
(Address of principal executive office)
 
30 Dunnigan Drive
Suffern, NY 10901
845-369-4500
  
 
 
 
 
 
THE DRESS BARN INC. 401(k) SAVINGS PLAN
 
TABLE OF CONTENTS
 
 
 
   
Page
     
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
  
1-2
     
FINANCIAL STATEMENTS
    
     
Statements of Assets Available for Benefits as of July 31, 2010 and 2009
  
3
     
Statement of Changes in Assets Available for Benefits for the
    
Year Ended July 31, 2010
  
4
     
Notes to Financial Statements as of July 31, 2010 and 2009 and for the
    
Year Ended July 31, 2010
  
5-13
     
SUPPLEMENTAL SCHEDULE:
    
     
Form 5500, Schedule H, Part IV, Line 4i-Schedule of Assets (Held at End of Year)
    
as of July 31, 2010
  
14
     
SIGNATURE
  
15
     
EXHIBIT INDEX:
    
     
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
  
16

Exhibit 23.2 Consent of Independent Registered Public Accounting Firm
  
17

  
All other supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
 
 
 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of the Plan Committee and Participants of
The Dress Barn, Inc. 401(k) Savings Plan:

We have audited the accompanying statement of assets available for benefits of The Dress Barn, Inc. 401(k) Savings Plan (the “Plan”) as of July 31, 2010, and the related statement of changes in assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such 2010 financial statements present fairly, in all material respects, the assets available for benefits of the Plan as of July 31, 2010, and the changes in assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the 2010 basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the 2010 basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. This schedule has been subjected to the auditing procedures applied in our audit of the 2010 basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2010 financial statements taken as a whole.

/s/ J.H. Cohn LLP

Roseland, New Jersey
January 27, 2011
 
 
1
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of the Plan Committee and Participants of
The Dress Barn, Inc. 401(k) Savings Plan:

We have audited the accompanying statement of assets available for benefits of The Dress Barn, Inc. 401(k) Savings Plan (the “Plan”) as of July 31, 2009. This financial statement is the responsibility of the Plan's management.  Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statement presents fairly, in all material respects, the assets available for benefits of the Plan as of July 31, 2009 in conformity with accounting principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP

New York, New York
January 27, 2010

 
2
 
 
THE DRESS BARN, INC. 401(k) SAVINGS PLAN
 
 
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
JULY 31, 2010 AND 2009
 
 
   
2010
    
2009
  
             
ASSETS:
            
Participant directed investments at fair value:
            
Mutual funds
   $ 67,927,278     $ 55,015,809  
Common collective trust
     15,610,942       12,748,687  
The Dress Barn, Inc. Unitized stock fund
     9,095,222       6,110,624  
Participant loans
     3,389,081       3,233,330  
                 
Total investments
     96,022,523       77,108,450  
                 
                 
Receivables:
                
Employer contributions
     55,854       312,935  
Participant contributions
     153,868       66,529  
                 
Total receivables
     209,722       379,464  
                 
ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
     96,232,245       77,487,914  
                 
Adjustment from fair value to contract value for fully benefit-responsive investment
                
contracts
     (2,342,863 )     281,892  
                 
ASSETS AVAILABLE FOR BENEFITS
   $ 93,889,382     $ 77,769,806  
 
See notes to financial statements.
 
 
3
 

 
 
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JULY 31, 2010
 

ADDITIONS:
      
 Additions to assets attributed to:
      
  Contributions:
      
Participant
  
$
7,933,144
  
Employer
    
2,713,662
  
Participant rollovers
    
351,717
  
         
Total contributions
    
10,998,523
  
         
Investment  income:
        
Net appreciation in fair value of investments
    
10,144,406
  
Dividend income
    
865,145
  
Interest income
    
617,116
  
         
Total investment income
    
11,626,667
  
         
    Total additions
    
22,625,190
  
         
DEDUCTIONS:
        
  Deductions from assets attributed to:
        
Benefits paid to participants
    
6,462,011
  
Administrative expenses
    
43,603
  
         
Total deductions
    
6,505,614
  
         
NET INCREASE  IN ASSETS AVAILABLE FOR BENEFITS
    
16,119,576
  
         
ASSETS AVAILABLE FOR BENEFITS:
        
         
Beginning of year
    
77,769,806
  
         
End of year
  
$
93,889,382
  
 
See notes to financial statements.

 
4
 

 
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2010 AND 2009, AND FOR THE YEAR ENDED JULY 31, 2010
 
1.
DESCRIPTION OF THE PLAN
 
The following description of The Dress Barn, Inc. 401(k) Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information of the Plan’s provisions.
 
General-The Plan is a defined contribution plan covering substantially all of the employees of The Dress Barn, Inc. and its participating affiliates (the “Company”) who have one year of service and have attained the age of 21. See Note 11.   CitiStreet was appointed as the record keeper and State Street Bank was appointed as the trustee of the Plan, effective as of August 1, 2006. On July 1, 2008, ING Group acquired CitiStreet from State Street Corporation and Citigroup, CitiStreet's former owners.  Subsequently, CitiStreet changed its name to ING.
 
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
Contributions-Each year, participants may elect to contribute up to 75% of their annual pre-tax compensation, as defined in the Plan, subject to certain Internal Revenue Code (“IRC”) limitations. Each year, the Company may make a discretionary matching contribution to the Plan based on the quarterly compensation that a participant contributes to the Plan. The Company's discretionary matching contribution was 5% of the participant's quarterly compensation. During the year ended July 31, 2010, the Company's matching contributions totaled $2,713,662. Additional amounts may be contributed at the discretion of the Company's Board of Directors. No such additional discretionary contributions were made for the year ended July 31, 2010. Participants may also rollover amounts representing distributions from other qualified defined benefit and defined contribution plans.
 
Participant Accounts-Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, the Company's matching contribution, and allocations of Company discretionary contributions and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
 
Investments-Participants direct the investment of their contributions into various investment options offered by the Plan. Company contributions are automatically invested in accordance with the participants' allocation. The Plan currently offers fifteen mutual funds, a common collective trust, and The Dress Barn Unitized stock fund as investment options for participants.
 
Vesting-Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company's contribution portion of their accounts is based on years of continuous service.
 

Matching Contributions

Years of Service
  
Percent Vested
  
       
Less than 3
    
0
%
         
3 or more
    
100
%
 
 
5
 

Discretionary Profit Sharing Contributions
 
Years of Service
    
Percent Vested
  
         
1
    
20
%
         
2
    
40
%
         
3
    
60
%
         
4
    
80
%
         
5
    
100
%
 
Participant Loans-Participants may borrow from their fund accounts up to a maximum of $50,000 (reduced by the excess of the highest outstanding balance of loans over the last 12 months, over the outstanding balance of the loans on the date of the loan) or 50 percent of the present value of non-forfeitable accrued benefit of the participant, whichever is less. Loans must be at least $1,000. Generally, the term of the loan may not exceed five years. However, if the loan is for the purchase of a participant’s principal residence, the Plan administrator may permit a longer term. The loans are secured by the balance in the participant's account and bear interest at rates commensurate with local prevailing rates at the time funds are borrowed as determined quarterly by the Plan administrator. Principal and interest is repaid ratably through payroll deductions.
 
Payment of Benefits-Upon termination of service due to death, disability, retirement or for other reasons, a participant or a beneficiary of the deceased may elect to receive a single lump-sum payment or partial withdraws of at least $500, equal to the value of the participant's vested interest in his or her account.
 
Forfeited Accounts-At July 31, 2010 and 2009, forfeited non vested accounts totaled $202,377 and $142,558, respectively. These accounts may be used to reduce future employer contributions, pursuant to the Plan document. For the year ended July 31, 2010, no amounts were used from forfeited non vested amounts to reduce employer contributions.


2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Accounting-The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions.
 
Risks and Uncertainties-The Plan utilizes various investment instruments, including The Dress Barn Unitized stock fund, mutual funds and a common/collective trust. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, Plan management believes it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. Plan management also believes that, the global financial crisis and distress in the financial markets has resulted in extreme volatility in security prices, which may result in a decline in the Plan’s investment valuation. It is difficult to predict how long the current economic, capital and credit market conditions will continue and Plan management cannot estimate what impact they will have on the investment securities of the Plan.
 
Investment Valuation and Income Recognition-The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan's investments in mutual funds are valued based on quoted market prices. The Dress Barn Unitized stock fund is valued at unit values which are determined by dividing the fund’s net assets at fair value by its units outstanding at the valuation dates.
 
 
6
 

The MetLife Stable Value Fund is a common collective trust (“CCT”) which is an investment fund of Metropolitan Life Insurance Company. The CCT primarily owns investment contracts that invest in conventional, synthetic and separate account investment contracts (collectively “contracts”) issued by life insurance companies, banks and other financial institutions. In addition, the CCT invests in fixed income securities issued by banks, corporations and the U.S. Government. The contracts are valued at contract value, which represents invested principal plus accrued interest thereon. In determining contract value, Metropolitan Life Insurance Company considers such factors as the benefit responsiveness of the contracts, the ability of the parties to the contracts to perform in accordance with the terms of the contracts and the likelihood of default by the issuer of an investment security (Note 7).  In accordance with GAAP, the statements of assets available for benefits present The MetLife Stable Value Fund, which invests primarily in benefit-responsive investment contracts, at fair value as well as an additional line showing an adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in assets available for benefits is presented at contract basis.  Contract value represents contributions made under the fund, plus earnings, less participant withdrawals. The fair value of the investments in common/collective trusts (pooled) funds is determined by each fund’s trustee based on the fair value of  the underlying securities within the fund, which represent the Net Asset Value (“NAV”) of shares held by the Plan at year end.
 
Participant loans are recorded at cost plus accrued interest, which approximates fair value.
 
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are reflected as a reduction on net appreciation in fair value of investments.
 
Administrative Expenses-Certain administrative expenses are paid by the Plan or Plan sponsor as provided in the Plan document.
 
Payment of Benefits-Benefit payments to participants are recorded upon distribution. There were no amounts due to participants who elected to withdraw from the Plan as of July 31, 2010 and 2009.
 
During the year ended July 31, 2010 certain loans in the amount of $275,200 were distributed to participants for tax purposes in the form of deemed distributions. These amounts were included in benefits paid to participants on the statement of changes in assets available for benefits.
 
3.
Recent Accounting Pronouncements

Updates to Fair Value Measurements and Disclosures — In 2009, FASB Staff Position 157-4, Disclosures Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP), was issued prospectively and later codified into ASC 820, which expanded disclosures and required that major category for debt and equity securities in the fair value hierarchy table be determined on the basis of the nature and risks of the investments.  The adoption of this FSP did not have a material impact on the Plan’s financial statements.
 
 
7
 

In August 2009, the FASB issued authoritative guidance for measuring liabilities at fair value that reaffirms the previously existing definition of fair value and reintroduces the concept of entry value into the determination of fair value of liabilities.  This guidance became effective for the first reporting period, including interim periods, beginning after issuance.   The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets.  If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles.  The adoption of this new guidance in 2010 did not have a material impact on the Plan’s financial statements.
 
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (ASU No. 2010-06), which amends ASC 820 (originally issued as FASB Statement No. 157, Fair Value Measurements), adding new disclosure requirements for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU No. 2010-06 is effective for periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010. The Plan is currently evaluating the impact ASU No. 2010-06 will have on the financial statements.
 
In September 2010, the FASB issued an accounting standards update requiring that loans made by defined contribution pension plans to plan participants be accounted for as notes receivable from participants rather than as an investment.  This update requires that participant loans be segregated from the plan investments and measured at their unpaid principal balance plus accrued but unpaid interest.  It is effective retrospectively for periods ending after December 15, 2010.  This new guidance will be adopted for the year ending July 31, 2011 and is not expected to have a material impact on the Plan’s financial statements.
 
4.
Fair Value Measurements

Effective August 1, 2008, the Plan adopted ASC 820, Fair Value Measurements and Disclosures, which defines fair value under U.S. generally accepted accounting principles, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction value hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value.
 
The following provides a description of the three levels of inputs that may be used to measure fair value under ASC 820, the types of plan investments that fall under each category, and the valuation methodologies used to measure these investments at fair value.
 
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date.

Mutual Funds:
 
These investments are public investment securities valued using the NAV provided by State Street. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is quoted in an active market.

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies.

Common/Collective Trust, SSgA S&P 500 Index Fund and The Dress Barn Unitized stock fund:

The fair value of the investments in common/collective trusts (pooled) funds is determined by each fund’s trustee based on the fair value of  the underlying securities within the fund, which represent the net asset value of shares held by the Plan at year end. The investment in SSgA S&P 500 Index Fund is a public investment security valued using the NAV provided by State Street. The NAV is quoted on a private market that is not active; however, the unit price is based on the underlying investments which are traded on an active market.
 
 
8
 

The investment in The Dress Barn Unitized stock fund is carried at fair value based primarily on the closing price of The Dress Barn stock on NASDAQ. Investments in The Dress Barn Unitized stock fund are stated at estimated fair values, which have been determined based on unit values. Unit values are determined by dividing the fund’s net assets at fair value by its units outstanding at the valuation dates. The unit values of The Dress Barn Unitized stock fund were $11.67 and $7.47 on July 31, 2010 and 2009, respectively.

Level 3 – Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.

Loans to participants:

Loans to Plan participants are valued at cost plus accrued interest, which approximates fair value.

The table below segregates all financial assets as of July 31, 2010 that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement.  Participant loans are measured at their unpaid principal balance plus any accrued but unpaid interest.  In accordance with the update to ASC 820 (originally issued as FSP 157-4), the table below includes the major categorization for debt and equity securities on the basis of the nature and risk of the investments at July 31, 2010:
 
   
Level 1
    
Level 2
    
Level 3
    
Total
  
                         
Dress Barn Unitized stock fund           $ 9,095,222             $ 9,095,222  
Mutual funds:
                                
Target date funds
   $ 5,890,664                       5,890,664  
Growth funds
     17,758,188                       17,758,188  
Index fund
             3,433,854               3,433,854  
Bond fund
     7,491,915                       7,491,915  
Small cap funds
     510,026                       510,026  
Mid cap funds
     10,935,909                       10,935,909  
Large cap funds
     14,546,022                       14,546,022  
Other funds
     7,360,700                        7,360,700  
Total mutual funds
     64,493,424       3,433,854               67,927,278  
                                 
Common/collective trust -
                                
MetLife Stable Value
                                
Fund
             15,610,942               15,610,942  
Participant loans
  
 
    
 
     $ 3,389,081       3,389,081  
Total assets at fair value
   $ 64,493,424     $ 28,140,018     $ 3,389,081     $ 96,022,523  
 
 
The following table provides a reconciliation of the beginning and ending balances of the investment securities measured at fair value using significant unobservable inputs (Level 3):
 
Level 3 (Unobservable inputs)  
  
Participant
Loans
  
Balance as of August 1, 2009
   $ 3,233,330  
Loan originations and repayments, net
     155,751  
Balance as of July 31, 2010
   $ 3,389,081  
 
 
9
 
 
The table below segregates all financial assets as of July 31, 2009 that are measured at fair value on a recurring basis (at least annually) into the most appropriate level with in the fair value hierarchy based on the inputs used to determine the fair value at the measurement

Description
  
July 31, 2009
    
Quoted Prices in Active Markets for Identical Assets
(Level 1)
    
Significant Other Observable Inputs
(Level 2)
    
Significant Inobservable Inputs
(Level 3)
  
Dress Barn Unitized stock fund
  
$
6,110,624
    
$
--
    
$
6,110,624
    
$
--
  
Mutual Funds
    
55,015,809
      
52,408,221
      
2,607,588
      
--
  
Common/Collective Trust
    
12,748,687
      
--
      
12,748,687
      
--
  
Participant Loans
    
3,233,330
      
--
      
--
      
3,233,330
  
                                 
Total
  
$
77,108,450
    
$
52,408,221
    
$
21,466,899
    
$
3,233,330
  

The valuation methods as described in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 
5.
INVESTMENTS
 
The Plan's investments that represented five percent or more of the Plan's assets available for benefits as of July 31, 2010 and 2009 are as follows:
 
   
2010
    
2009
  
             
American Funds Bond Fund of America, 608,604 and 569,312 shares, respectively
   $ 7,491,915     $ 6,530,007  
American Funds Growth Fund of America, 199,526 and 183,673 shares, respectively
     5,285,442       4,454,077  
Columbia Acorn Fund Class Z, 301,974 and 290,055 shares, respectively
     7,718,458       6,166,573  
American Funds EuroPacific Growth Fund, 185,339 and 170,544 shares, respectively
     6,763,021       5,820,671  
T. Rowe Price Retirement Income R, 580,414 and 545,113 shares, respectively
     7,185,526       6,252,441  
MetLife Stable Value Fund, 855,878 and 868,260 shares, respectively (1)
     15,610,942       12,748,687  
Goldman Sachs Mid Cap Value Fund, 173,807 and 164,589 shares, respectively
     5,287,221       4,126,256  
Dress Barn Unitized stock fund, 779,575 and 386,108 shares, respectively
     9,095,222       6,110,624  
Eaton Vance Large Cap Value A, 891,847 and 864,080 shares, respectively
     14,546,022       12,788,383  
 
 (1) The investment in the MetLife Stable Value Fund at contract value amounted to $13,268,079 and $13,030,579 as of July 31, 2010 and 2009, respectively.
 
 
10
 

During the year ended July 31, 2010, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
 
Dress Barn Unitized Stock Fund
  
$
3,429,212
  
SSgA S&P 500 Flagship Securities Lending Series Fund Class F
    
355,437
  
American Funds Bond Fund of America
    
494,029
  
Eaton Vance Large Cap Value A
    
1,309,218
  
American Funds Growth Fund of America
    
398,600
  
Goldman Sachs Mid Cap Value Fund
    
895,897
  
ING MidCap Opportunities Port S
    
609,400
  
Allianz NJF Small Cap Value Fund
    
66,498
  
Columbia Acorn Fund Class Z
    
1,246,352
  
American Funds EuroPacific Growth Fund
    
377,679
  
Columbia US Treasury Index Z
    
19,210
  
T. Rowe Price Retirement Income R
    
499,196
  
T. Rowe Price Retirement 2010 R
    
27,401
  
T. Rowe Price Retirement 2020 R
    
108,789
  
T. Rowe Price Retirement 2030 R
    
120,194
  
T. Rowe Price Retirement 2040 R
    
187,294
  
Net appreciation in fair value of investments
  
$
10,144,406
  
 
6.
EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
Certain Plan investments are shares of mutual funds managed by State Street Bank, the trustee of the Plan and ING, the record keeper of the Plan.  Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.
 
At July 31, 2010 and 2009, the Plan held 779,575 and 386,108 shares, respectively, of unitized stock of the Company, the sponsoring employer, with a cost basis of $4,531,104 and $4,299,164, respectively. During the year ended July 31, 2010, the Plan recorded no dividend income.
 
Certain employees and officers of the Company, who may also be participants in the Plan, perform administrative services to the Plan at no cost to the Plan.
 
7. 
INVESTMENT IN THE METLIFE STABLE VALUE FUND
 
The Plan includes an investment option to participants in a MetLife Stable Value Fund, a common/collective trust, which simulates the performance of a guaranteed investment contract through an issuer’s guarantee of a specific interest rate and a portfolio of financial instruments that are owed by the issuer, MetLife.  The group annuity contract (“GAC”) includes underlying assets which are held in a trust owned by MetLife, through the Plan’s investment in a MetLife separate group annuity contract.  The contract provides that participants execute Plan transactions at contract value.  Contract value represents contributions made to the fund, plus earnings, less participant withdrawals.  The investment is stated at fair value as reported by MetLife and adjusted to contract value on the statement of assets available for benefits.  The GAC‘s fair value equals the fluctuating value of the separate account of the assets backing the contract.  The Plan’s fair value of the investment equals the Plan’s guaranteed value times the ratio of the GAC’s guaranteed value to the GAC’s fair value.
 
The crediting interest rate was 3.20% and 3.68% at July 31, 2010 and 2009, respectively.  The average yield was 9.40% for the year ended July 31, 2010.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.  There are no reserves against contract value for credit risk or the contract issuer or otherwise.  MetLife will guarantee principal and accrued interest, based on crediting interest rates, for participant-initiated withdrawals as long as the contract remains active.  Interest is credited to the contract at interest rates that reflect the performance of the underlying portfolio.  MetLife will reset the rate quarterly, by amortizing the difference between the market value of the portfolio and the guaranteed value over the weighted average duration of the fund’s investments.
 
 
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Participants will receive the principal and accrued earnings credited to their accounts on withdrawal for allowed events.  These events include transfers to other Plan investment options, and payments because of retirement, termination of employment, disability, death and in-service withdrawals as permitted by the Plan.  Certain events, such as Plan termination or a Plan merger initiated by the Plan sponsor, may limit the ability of the Plan to transact at contract value.  The Plan sponsor does not believe any events that may limit the ability of the Plan to transact at contract value are probable.
 
8.
PLAN TERMINATION
 
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100 percent vested in their accounts.
 
9.
FEDERAL INCOME TAX STATUS
 
The Plan uses a prototype plan document sponsored by ING. ING received an opinion letter from the Internal Revenue Service (“IRS”), dated March 31, 2008, which states that the prototype document satisfies the applicable provisions of the IRC. The Plan itself has not received a determination letter from the IRS. However, the Company and the Plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
10. 
RECONCILIATION TO FORM 5500
 
The following is a reconciliation of the assets available for benefits per the financial statements to Form 5500 as of July 31, 2010 and 2009:
 
   
2010
    
2009
  
Statement of assets available for benefits:
            
Assets available for benefits per financial statements
   $ 93,889,382     $ 77,769,806  
Adjustment from contract value to fair value for fully
                
  benefit-responsive investment contracts
     2,342,863       (281,892 )
Assets available for benefits per Form 5500
   $ 96,232,245     $ 77,487,914  

The following is a reconciliation of the Plan’s net investment income reported per the financial statements to the investment income per Form 5500 for the year ended July 31, 2010:
 
   
2010
  
Statement of changes in assets available for benefits:
      
Net increase in assets per the financial statements
   $ 16,119,576  
Change in adjustment from contract value to fair value
        
  for fully benefit-responsive investment contracts
     2,624,755  
Net investment income per Form 5500
   $ 18,774,331  
 
 
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11.   SUBSEQUENT EVENT
 
On January 1, 2011, Ascena Retail Group, Inc., a Delaware corporation (“Ascena”), completed its previously announced reorganization pursuant to the Agreement and Plan of Reorganization dated as of August 20, 2010 (the “Reorganization Agreement”), by and among Ascena, The Dress Barn, Inc., a Connecticut corporation (“dressbarn”), and DB Merger Corp., a Connecticut corporation (“MergerCo”). The Reorganization Agreement was approved and adopted by dressbarn’s shareholders at dressbarn’s annual meeting of shareholders, which was held on December 17, 2010.
 
The Reorganization Agreement provided for the merger (the “Merger”) of dressbarn with MergerCo, with dressbarn surviving the Merger as a wholly-owned subsidiary of Ascena, and the conversion of each share of common stock, par value $0.05 per share (“dressbarn Common Stock”), of dressbarn, issued and outstanding immediately prior to the effective time of the Merger, into one duly issued, fully paid and nonassessable share of common stock, par value $0.01 per share (“Ascena Common Stock”), of Ascena. In addition, each outstanding option to purchase or other right to acquire shares of dressbarn Common Stock was automatically converted into an option to purchase or right to acquire, upon the same terms and conditions, an identical number of shares of Ascena Common Stock. Pursuant to a Stock Distribution Agreement, immediately following the Merger, dressbarn distributed the stock of its subsidiaries, Maurices Incorporated, a Delaware corporation (“maurices”), and Tween Brands, Inc., a Delaware corporation, which operates the Justice brand (“Tween Brands”), to Ascena (the Merger and such distribution, collectively, the “Reorganization”). As a result of the Reorganization, Ascena now owns dressbarn, maurices and Tween Brands as sister subsidiaries.
 
Upon completion of the Reorganization, Ascena, a Delaware corporation, replaced dressbarn, a Connecticut corporation, as the publicly held corporation, and the holders of dressbarn Common Stock now hold the same number of shares and same ownership percentage of Ascena as they held of dressbarn immediately prior to the Reorganization. As of January 3, 2011, shares of Ascena Common Stock commenced trading on the NASDAQ Global Select Market under the symbol “ASNA”.  The Reorganization is not expected to have an impact on the Plan’s financial statements other than participants who previously held The Dress Barn, Inc. Unitized stock fund shares will now hold an equal amount of Ascena Retail Group, Inc. Unitized stock fund shares commencing January 1, 2011.
 

* * * * * *

 
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THE DRESS BARN, INC. 401(k) SAVINGS PLAN   
EIN # 06-0812960
 
PLAN NO: 002
 
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
  
AS OF JULY 31, 2010
  
   
 
 
 
(b) Identity of Issue, Borrower,
Lessor or Similar Party
© Description of Investment, Including
Maturity Date, Rate of Interest, 
Collateral, Par or Maturity Value  
(d) Cost**
  
(e) Current
Value
  
(a)
          
           
* Dress Barn Unitized Stock Fund
Unitized Stock
     $ 9,095,222  
MetLife Stable Value Fund
Common/Collective Trust
       15,610,942  
 * SsgA S&P 500 Index Fund
Mutual Fund
       3,433,850  
American Funds Bond Fund of America
Mutual Fund
       7,491,915  
Eaton Vance Large Cap Value A
Mutual Fund
       14,546,022  
American Funds Growth Fund of America
Mutual Fund
       5,285,442  
Goldman Sachs Mid Cap Value Fund
Mutual Fund
       5,287,221  
 * ING MidCap Opportunities Port S
Mutual Fund
       3,217,452  
Allianz NJF Small Cap Value Fund
Mutual Fund
       510,025  
Columbia Acorn Fund Class Z
Mutual Fund
       7,718,458  
American Funds EuroPacific Growth Fund
Mutual Fund
       6,763,021  
Columbia US Treasury Index Z
Mutual Fund
       597,680  
T. Rowe Price Retirement Income R
Mutual Fund
       7,185,526  
T. Rowe Price Retirement 2010 R
Mutual Fund
       405,482  
T. Rowe Price Retirement 2020 R
Mutual Fund
       1,475,344  
T. Rowe Price Retirement 2030 R
Mutual Fund
       1,731,565  
T. Rowe Price Retirement 2040 R
Mutual Fund
       2,278,275  
*  Various participants
Participant loans (maturing August 2010-November 2035 at interest rates of 4.25% - 12.0%)***
       3,389,081  
        $ 96,022,523  

See Report of Independent Registered Public Accounting Firm.
 
     * Party-in-interest
  ** Cost basis is not required for participant directed investments and therefore is not included.
*** Net of $275, 200 in deemed loan distributions.
 
 
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THE DRESS BARN, INC. 401(k) SAVINGS PLAN


SIGNATURE
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
The Dress Barn, Inc. 401(k) Savings Plan
(Name of the Plan)


/s/ Armand Correia                                                     
 
Armand Correia
Executive Vice President, Chief Financial Officer and Member of the Plan Committee
The Dress Barn, Inc.
 

January 27, 2011
 
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