CHARMING SHOPPES, INC. (Name of Subject Company (Issuer)) COLOMBIA ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CHARMING SHOPPES, INC. (Name of Subject Company (Issuer)) COLOMBIA ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ASCENA RETAIL GROUP, INC. (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, $0.10 PAR VALUE (Title of Class of Securities) (CUSIP Number of Class of Securities) David R. Jaffe President and Chief Executive Officer Ascena Retail Group, Inc. Colombia Acquisition Corp. 30 Dunnigan Drive Suffern, New York (845) (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Julie M. Allen, Esq. Steven L. Kirshenbaum, Esq. Proskauer Rose LLP Eleven Times Square New York, New York (212) CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee N/A* N/A* * A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

2 x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: n/a Filing Party: n/a Form of Registration No.: n/a Date Filed: n/a Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: x Third-party tender offer subject to Rule 14d-1. Issuer tender offer subject to Rule 13e-4. Going-private transaction subject to Rule 13e-3. Amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

3 This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Colombia Acquisition Corp. ( Purchaser ), a wholly owned subsidiary of Ascena Retail Group, Inc. ( Ascena ), for all of the outstanding shares of common stock, par value $0.10 per share, of Charming Shoppes, Inc. (the Charming Shoppes ), to be commenced pursuant to the Agreement and Plan of Merger, dated as of May 1, 2012, by and among Ascena, Purchaser and Charming Shoppes. The tender offer described in the attached exhibits has not yet been commenced. The description contained therein is neither an offer to purchase nor a solicitation of an offer to sell securities of Charming Shoppes. At the time the tender offer is commenced, Ascena and Purchaser intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and Charming Shoppes intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Ascena, Purchaser and Charming Shoppes intend to mail these documents to the shareholders of Charming Shoppes. These documents will contain important information about the tender offer, and shareholders of Charming Shoppes are urged to read them carefully when they become available. Shareholders of Charming Shoppes will be able to obtain a free copy of these documents (when they become available) and other documents filed by Charming Shoppes or Ascena with the SEC at the website maintained by the SEC at In addition, shareholders will be able to obtain a free copy of these documents (when they become available) from Ascena by contacting Ascena s Investor Relations department at 30 Dunnigan Drive, Suffern, NY or by contacting the Company s Investor Relations department at 3750 State Road, Bensalem, PA 19020, (866) Exhibit Index Exhibit Description 99.1 Presentation by David R. Jaffe, President and Chief Executive Officer of Ascena Retail Group, Inc., to Employees of Ascena Retail Group, Inc., on May 3, 2012.

4 Exhibit 99.1 David Jaffe President & CEO Exhibit 99.1

5 CHARMING Celebrating the SHOPPES lives and sashion. INC lanebryant image of plus-size women cacique lanebryant intimates CATHERINES outlet FASHION Figis BUG Ascena Values retain group inc.

6 CHARMING SHOPPES. INC

7 values Our To be Vision Our Mission the company known for celebrating the lives and fashion image of women wearing plus sizes. To be Values the plus-size authority for fit, fashion and value, profitably serving as the destination for all of her lifestyle needs. Our Be innovative shared values at Charming Shoppes guide our behavior and how we work together: Exceed our customers expectations Collaborate Act with integrity through Deliver teamwork superior performance Support the community

8 History 1971: 1940: 1971: debuts 2001: Charming Shoppes becomes acquires Lane a public Bryant corporation 1960: 2000: Fashion Bug opens 2012: Charming Shoppes acquires joins ascena Catherines family

9 An A leading Incredible specialty Opportunity NPD defines as #1 in apparel women s retailer specialty for the plus-sized apparel woman 100 An intimate years of understanding brand history as of a this fashion customer authority in this space A Solid strong runway: digital platform More Plus-size than market half of is American $17.4B and women plus wear size size intimate 14 or apparel larger is $3.1B

10 Lanebryant Nobody Lanebryant fits outlet you like Lanebryant Cacique intimates

11 Core Fashion: Customer Fashion Age: Oriented, Home trend-right Office: Plus Columbus, Price: Moderate Ohio Branded Web Sites: lanebryant.com and cacique.com to Better Location: Malls, Strips, Outlets Number Annual Sales: of Stores: $992M 802

12 cacique Product is well known among full figured women and is highly rated Focused on building an atmosphere of fun and quality that also builds trust

13 Core Home Customer Office: Bensalem, Age: 45+, PAbaby-boomer Fashion: Location: Classic Strips styling with an emphasis on fit and comfort Price: Moderate Branded Web Sites: catherines.com Number of Stores: 435 Annual Sales: FY11 $298M

14 Digital Highly Growth engaged Opportunities Outpacing industry online growth customer, with consistent passionate increases about the in product 300,000+ mobile phone opt ins 500,000 Facebook fanssales. International shipping available to 100+ countries

15 Our Vision Remains A family of brands with $10B in Sales and Top Tier Profitability.

16 Our Dressbarn Business Model maureuces Justice ascena

17 Our 1962: History 2005: began 2011: joins We become the family 1983: 2009: becomes partnership a public beginscompany 2012: to the We family welcome

18 Consistent Performance Quarterly Comps

19 Historic Net Income Performance 10-Year Net Income (Non-GAAP)

20 A Story Worth Telling 10-Year Cumulative total returns

21 Our Develop Intent Keep people even engaged greater efficiency through the by transition integrating process. shared service areas where possible. UTransparency Manage this change in communication well-beyond the UInvolvement closing. in integration plans Respect each individual in this process.

22 Questions?