e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the Quarter Ended:   Commission File Number:
July 30, 2011   001-16435
Chico’s FAS, Inc.
(Exact name of registrant as specified in charter)
     
Florida   59-2389435
     
(State of Incorporation)   (I.R.S. Employer Identification No.)
11215 Metro Parkway, Fort Myers, Florida 33966
(Address of principal executive offices)
239-277-6200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
At August 17, 2011, there were 172,190,161 shares outstanding of Common Stock, $.01 par value per share.
 
 

 


 

Chico’s FAS, Inc. and Subsidiaries
Index
         
       
 
       
       
 
       
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 EX-2.1
 EX-10.1
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Chico’s FAS, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)
                                 
    Twenty-Six Weeks Ended     Thirteen Weeks Ended  
    July 30,     July 31,     July 30,     July 31,  
    2011     2010     2011     2010  
Net Sales:
                               
Chico’s/Soma Intimates
  $ 749,258     $ 656,360     $ 374,324     $ 319,660  
White House Black Market
    339,349       290,599       177,125       145,711  
 
                       
Net sales
    1,088,607       946,959       551,449       465,371  
 
                               
Cost of goods sold
    461,617       406,173       242,122       206,164  
 
                       
Gross margin
    626,990       540,786       309,327       259,207  
 
                               
Selling, general and administrative expenses:
                               
Store and direct operating expenses
    364,977       333,501       183,461       164,853  
Marketing
    51,971       47,091       21,073       18,011  
National Store Support Center
    68,253       57,782       35,822       28,982  
 
                       
Total selling, general and administrative expenses
    485,201       438,374       240,356       211,846  
 
                       
Income from operations
    141,789       102,412       68,971       47,361  
 
                               
Interest income, net
    820       844       420       394  
 
                       
Income before income taxes
    142,609       103,256       69,391       47,755  
 
                               
Income tax provision
    53,300       37,400       26,000       17,300  
 
                       
Net income
  $ 89,309     $ 65,856     $ 43,391     $ 30,455  
 
                       
 
                               
Per share data:
                               
Net income per common share-basic
  $ 0.51     $ 0.37     $ 0.25     $ 0.17  
 
                       
 
                               
Net income per common & common equivalent share—diluted
  $ 0.51     $ 0.37     $ 0.25     $ 0.17  
 
                       
 
                               
Weighted average common shares outstanding—basic
    173,082       177,417       171,282       177,499  
 
                       
 
                               
Weighted average common & common equivalent shares outstanding—diluted
    174,298       178,807       172,495       178,774  
 
                       
 
                               
Dividends declared per share
  $ 0.15     $ 0.12     $ 0.05     $ 0.04  
 
                       
See Accompanying Notes.

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Chico’s FAS, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
                         
    July 30,     January 29,     July 31,  
    2011     2011     2010  
    (Unaudited)             (Unaudited)  
ASSETS
                       
Current Assets:
                       
Cash and cash equivalents
  $ 56,109     $ 14,695     $ 17,559  
Marketable securities, at fair value
    448,211       534,019       469,829  
Receivables
    5,619       3,845       7,483  
Income tax receivable
    11,303       6,565       657  
Inventories
    190,745       159,814       146,899  
Prepaid expenses
    31,184       26,851       27,018  
Deferred taxes
    9,084       10,976       9,823  
 
                 
Total Current Assets
    752,255       756,765       679,268  
 
                       
Property and Equipment:
                       
Land and land improvements
    43,314       42,468       42,080  
Building and building improvements
    92,864       89,328       85,628  
Equipment, furniture and fixtures
    463,130       428,217       406,682  
Leasehold improvements
    436,432       426,141       418,585  
 
                 
Total Property and Equipment
    1,035,740       986,154       952,975  
Less accumulated depreciation and amortization
    (510,958 )     (468,777 )     (425,498 )
 
                 
Property and Equipment, Net
    524,782       517,377       527,477  
 
                       
Other Assets:
                       
Goodwill
    96,774       96,774       96,774  
Other intangible assets
    38,930       38,930       38,930  
Deferred taxes
          964       39,597  
Other assets, net
    5,532       5,211       4,940  
 
                 
Total Other Assets
    141,236       141,879       180,241  
 
                 
 
  $ 1,418,273     $ 1,416,021     $ 1,386,986  
 
                 
 
                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
Current Liabilities:
                       
Accounts payable
  $ 132,703     $ 106,680     $ 101,595  
Accrued liabilities
    91,885       94,837       93,592  
Current portion of deferred liabilities
    21,150       19,760       19,681  
 
                 
Total Current Liabilities
    245,738       221,277       214,868  
 
                       
Noncurrent Liabilities:
                       
Deferred liabilities
    130,196       129,837       137,437  
 
                       
Stockholders’ Equity:
                       
Preferred stock
                 
Common stock
    1,722       1,779       1,789  
Additional paid-in capital
    293,881       282,528       276,000  
Retained earnings
    746,006       780,212       756,043  
Accumulated other comprehensive income
    730       388       849  
 
                 
Total Stockholders’ Equity
    1,042,339       1,064,907       1,034,681  
 
                 
 
  $ 1,418,273     $ 1,416,021     $ 1,386,986  
 
                 
See Accompanying Notes.

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Chico’s FAS, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
                 
    Twenty-Six Weeks Ended  
    July 30,     July 31,  
    2011     2010  
Cash Flows from Operating Activities:
               
Net income
  $ 89,309     $ 65,856  
 
           
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization
    48,353       46,636  
Deferred tax expense (benefit)
    4,845       (3,628 )
Stock-based compensation expense
    8,365       5,950  
Excess tax benefit from stock-based compensation
    (1,642 )     (1,011 )
Deferred rent and lease credits
    (9,167 )     (8,037 )
Loss on disposal of property and equipment
    1,756       1,813  
Decrease (increase) in assets —
Receivables, net
    (1,774 )     (3,578 )
Income tax receivable
    (4,738 )     (346 )
Inventories
    (30,931 )     (8,382 )
Prepaid expenses and other
    (5,904 )     (2,666 )
Increase in liabilities —
Accounts payable
    17,417       15,203  
Accrued and other deferred liabilities
    6,637       2,110  
 
           
Total adjustments
    33,217       44,064  
 
           
Net cash provided by operating activities
    122,526       109,920  
 
           
Cash Flows from Investing Activities:
               
Decrease (increase) in marketable securities
    86,150       (82,884 )
Purchases of property and equipment, net
    (56,265 )     (34,380 )
 
           
Net cash provided by (used in) investing activities
    29,885       (117,264 )
 
           
Cash Flows from Financing Activities:
               
Proceeds from issuance of common stock
    2,762       1,378  
Excess tax benefit from stock-based compensation
    1,642       1,011  
Dividends paid
    (17,521 )     (14,282 )
Repurchase of common stock
    (97,880 )     (247 )
 
           
Net cash used in financing activities
    (110,997 )     (12,140 )
 
           
Net increase (decrease) in cash and cash equivalents
    41,414       (19,484 )
Cash and Cash Equivalents, Beginning of period
    14,695       37,043  
 
           
Cash and Cash Equivalents, End of period
  $ 56,109     $ 17,559  
 
           
Supplemental Disclosures of Cash Flow Information:
               
Cash paid for interest
  $ 195     $ 142  
Cash paid for income taxes, net
  $ 51,587     $ 39,368  
Non-Cash Investing and Financing Activities:
               
Repossession of land in satisfaction of note receivable
  $     $ 20,000  
See Accompanying Notes.

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Chico’s FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 30, 2011
(Unaudited)
(in thousands, except share and per share amounts)
Note 1. Basis of Presentation
     The accompanying unaudited consolidated financial statements of Chico’s FAS, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. (“U.S. GAAP”) for complete financial statements. In the opinion of management, such interim financial statements reflect all normal adjustments considered necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January 29, 2011, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 22, 2011. The January 29, 2011 balance sheet amounts were derived from audited financial statements included in the Company’s Annual Report.
     As used in this report, all references to “we,” “us,” “our,” and “the Company,” refer to Chico’s FAS, Inc. and all of its wholly-owned subsidiaries.
     Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. Operating results for the thirteen and twenty-six weeks ended July 30, 2011 are not necessarily indicative of the results that may be expected for the entire year.
     Certain prior year amounts have been reclassified in order to conform to the current year presentation.
Note 2. New Accounting Pronouncements
     In June 2011, the Financial Accounting Standards Board issued new disclosure guidance related to the presentation of the statement of comprehensive income. This guidance provides an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The current option to report other comprehensive income and its components in the statement of changes in stockholders’ equity was eliminated. This accounting standard is effective for periods beginning on or after December 15, 2011. Other than the change in presentation, this accounting standard will not have a material impact on our financial position and results of operations.
Note 3. Income Taxes
     Our uncertain tax positions were $3.6 million at both July 30, 2011 and January 29, 2011. As of July 30, 2011, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next twelve months. We are currently subject to income tax examinations by various states, but do not expect the resolution of the examinations will have a material impact on our financial position, results of operations, or liquidity.

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Chico’s FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 30, 2011
(Unaudited)
(in thousands, except share and per share amounts)
Note 4. Stock-Based Compensation
     For the twenty-six weeks ended July 30, 2011 and July 31, 2010, stock-based compensation expense was $8.4 million and $6.0 million, respectively, and for the thirteen weeks ended July 30, 2011 and July 31, 2010, stock-based compensation expense was $4.7 million and $3.1 million, respectively. The total tax benefit associated with stock-based compensation for the twenty-six weeks ended July 30, 2011 and July 31, 2010 was $3.2 million and $2.3 million, respectively, and for the thirteen weeks ended July 30, 2011 and July 31, 2010, the total tax benefit associated with stock-based compensation was $1.8 million and $1.2 million, respectively. We recognize stock-based compensation costs, net of a forfeiture rate, for only those shares expected to vest and on a straight-line basis over the requisite service period of the award.
     We use the Black-Scholes option-pricing model to value our stock options. The weighted average assumptions relating to the valuation of our stock options for the twenty-six and thirteen weeks ended July 30, 2011 and July 31, 2010 were as follows:
                                 
    Twenty-Six Weeks Ended     Thirteen Weeks Ended  
    July 30, 2011     July 31, 2010     July 30, 2011     July 31, 2010  
Weighted average fair value of grants
  $ 6.70     $ 6.89     $ 6.66     $ 5.91  
Expected volatility
    66 %     66 %     64 %     66 %
Expected term (years)
    4.5       4.5       4.5       4.5  
Risk-free interest rate
    1.9 %     2.1 %     1.6 %     1.8 %
Expected dividend yield
    1.5 %     1.0 %     1.4 %     1.3 %
Stock-Based Awards Activity
     As of July 30, 2011, 6,611,081 nonqualified options are outstanding at a weighted average exercise price of $13.03 per share, and approximately 5.3 million shares remain available for future grants of either stock options, restricted stock or restricted stock units, stock appreciation rights (“SARs”) or performance shares.
     The following table presents a summary of our stock options activity for the twenty-six weeks ended July 30, 2011:
                 
            Weighted Average  
    Number of Shares     Exercise Price  
Outstanding, beginning of period
    6,033,101     $ 12.87  
Granted
    1,531,000       13.72  
Exercised
    (405,161 )     5.70  
Canceled or expired
    (547,859 )     18.68  
 
             
Outstanding, end of period
    6,611,081       13.03  
 
             
Exercisable at July 30, 2011
    3,681,315       14.59  
 
             

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Chico’s FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 30, 2011
(Unaudited)
(in thousands, except share and per share amounts)
     The following table presents a summary of our restricted stock activity for the twenty-six weeks ended July 30, 2011:
                 
            Weighted Average  
            Grant Date Fair  
    Number of Shares     Value  
Nonvested, beginning of period
    1,430,335     $ 9.27  
Granted
    761,427       13.76  
Vested
    (246,305 )     10.69  
Canceled
    (136,397 )     10.62  
 
             
Nonvested, end of period
    1,809,060       10.86  
 
             
Performance-based Awards
     In the first quarter of fiscal 2011, a performance-based stock award was granted to our President and Chief Executive Officer, Mr. Dyer. Under this performance award, Mr. Dyer is eligible to receive up to 133,333 shares, with a target of 100,000 shares, contingent upon the achievement of certain Company-specific performance goals during fiscal 2011. Any shares earned as a result of the achievement of such goals (whether issued at the time of grant or as additional shares earned at the end of the performance measurement period) will vest 1 year from the date of grant. We are recording compensation expense, based on the number of shares ultimately expected to vest, recognized on a straight-line basis over the 1-year service period. Additionally, we reevaluate the amount of compensation expected to be earned at the end of each reporting period and record an adjustment, if necessary.
     In the first quarter of fiscal 2011, certain of our executive officers were granted a restricted stock award of which a performance condition was attached to 50% of the award, contingent upon the achievement of certain Company-specific performance goals during fiscal 2011. Any shares earned as a result of the achievement of such goals will vest over 3 years from the date of grant. We are recording compensation expense based on the number of shares ultimately expected to vest, recognized on a straight-line basis over the 3-year service period.
Note 5. Earnings Per Share
     In June 2008, accounting guidance was issued related to share-based awards that qualify as participating securities. In accordance with this guidance, unvested share-based payment awards that include non-forfeitable rights to dividends, whether paid or unpaid, are considered participating securities. As a result, such awards are required to be included in the calculation of basic earnings per common share pursuant to the “two-class” method. For us, participating securities are generally comprised of unvested restricted stock awards.
     Basic EPS is determined using the two-class method and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the dilutive effect of potential common shares from securities such as stock options.

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Chico’s FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 30, 2011
(Unaudited)
(in thousands, except share and per share amounts)
Note 5. Earnings Per Share (continued)
     The following table sets forth the computation of basic and diluted EPS shown on the face of the accompanying consolidated statements of income:
                                 
    Twenty-Six Weeks Ended     Thirteen Weeks Ended  
    July 30, 2011     July 31, 2010     July 30, 2011     July 31, 2010  
Numerator
                               
Net income
  $ 89,309     $ 65,856     $ 43,391     $ 30,455  
Net income allocated to participating securities
    (1,110 )     (440 )     (573 )     (216 )
 
                       
Net income available to common shareholders
  $ 88,199     $ 65,416     $ 42,818     $ 30,239  
 
                       
 
                               
Denominator
                               
Weighted average common shares outstanding — basic
    173,081,952       177,417,471       171,282,434       177,499,286  
Dilutive effect of stock options outstanding
    1,216,112       1,389,066       1,212,573       1,275,130  
 
                       
Weighted average common and common equivalent shares outstanding — diluted
    174,298,064       178,806,537       172,495,007       178,774,416  
 
                       
Net income per common share:
                               
Basic
  $ 0.51     $ 0.37     $ 0.25     $ 0.17  
 
                       
Diluted
  $ 0.51     $ 0.37     $ 0.25     $ 0.17  
 
                       
     For the thirteen weeks ended July 30, 2011 and July 31, 2010, 3,980,832 and 3,445,097 potential shares of common stock, respectively, were excluded from the computation of diluted EPS relating to stock option awards because the effect of including these potential shares would have been anti-dilutive.
     For the twenty-six weeks ended July 30, 2011 and July 31, 2010, 3,964,669 and 3,306,313 potential shares of common stock, respectively, were excluded from the computation of diluted EPS relating to stock option awards because the effect of including these potential shares would have been anti-dilutive.
Note 6. Fair Value Measurements
     Our financial instruments consist of cash and cash equivalents, marketable securities, trade receivables and payables. The carrying values of cash and cash equivalents, marketable securities, trade receivables and trade payables approximate current fair value due to the short-term nature of the instruments.
     Marketable securities are classified as available-for-sale and generally consist of municipal bonds, asset-backed securities, corporate bonds, commercial paper, certificates of deposit, and U.S Treasury securities. As of July 30, 2011, our holdings consisted of $265.5 million of securities with maturity dates less than one year and $182.7 million with maturity dates over one year and less than or equal to two years.
     We consider all available-for-sale securities, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs and therefore classify these securities as short-term investments within current assets on the consolidated balance sheets. Marketable securities are carried

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at market value, with the unrealized holding gains and losses, net of income taxes, reflected as a separate component of stockholders’ equity until realized. For the purposes of computing realized and unrealized gains and losses, cost is determined on a specific identification basis.
     Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Entities are required to use a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
     The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:
Level 1 —   Unadjusted quoted prices in active markets for identical assets or liabilities
 
  Level 2 —   Unadjusted quoted prices in active markets for similar assets or liabilities, or; Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or; Inputs other than quoted prices that are observable for the asset or liability
 
  Level 3 —   Unobservable inputs for the asset or liability.
     We measure certain financial assets at fair value on a recurring basis, including our marketable securities, which are classified as available-for-sale securities, certain cash equivalents, specifically our money market accounts, and assets held in our non-qualified deferred compensation plan. The money market funds are valued based on quoted market prices in active markets. Our marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as yield curves) except for certain U.S. treasury holdings which are valued based on quoted market prices in active markets. The investments in our non-qualified deferred compensation plan are valued using quoted market prices and are included in other assets on our consolidated balance sheets.
     From time to time, we measure certain assets at fair value on a non-recurring basis, specifically long-lived assets evaluated for impairment. We estimate the fair value of our long-lived assets using company-specific assumptions which would fall within Level 3 of the fair value hierarchy.
     During the quarter ended July 30, 2011, we did not make significant transfers between Level 1 and Level 2 financial assets. Furthermore, as of July 30, 2011, January 29, 2011 and July 31, 2010, we did not have any Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

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Chico’s FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 30, 2011
(Unaudited)
(in thousands, except share and per share amounts)
Note 6. Fair Value Measurements (continued)
     In accordance with the provisions of the guidance, we categorized our financial assets based on the priority of the inputs to the valuation technique for the instruments, as follows (amounts in thousands):
                                 
            Fair Value Measurements at Reporting Date Using  
            Quoted Prices     Significant        
            in Active     Other     Significant  
    Balance as     Markets for     Observable     Unobservable  
    of July 30,     Identical Assets     Inputs     Inputs  
Current Assets   2011     (Level 1)     (Level 2)     (Level 3)  
Cash equivalents:
                               
Money market accounts
  $ 9,895     $ 9,895     $     $  
Marketable securities:
                               
Municipal securities
    136,826             136,826        
U.S. government securities
    100,719       52,890       47,829        
Corporate bonds
    162,914             162,914        
Asset-backed securities
    616             616        
Commercial paper
    45,064             45,064        
Certificates of deposit
    2,072             2,072        
Non Current Assets
                               
Deferred compensation plan
    4,256       4,256              
 
                       
Total
  $ 462,362     $ 67,041     $ 395,321     $  
 
                       
                                 
    Balance as                          
    of January                          
Current Assets   29, 2011                          
 
Cash equivalents:
                               
Money market accounts
  $ 5,397     $ 5,397     $     $  
Marketable securities:
                               
Variable rate demand notes
    319,220             319,220        
Municipal securities
    151,159             151,159        
U.S. government securities
    58,554       58,554              
Corporate bonds
    2,055             2,055        
Asset-backed securities
    3,031             3,031        
Non Current Assets
                               
Deferred compensation plan
    4,143       4,143              
 
                       
Total
  $ 543,559     $ 68,094     $ 475,465     $  
 
                       
                                 
    Balance as                          
    of July 31,                          
Current Assets   2010                          
 
                       
Cash equivalents:
                               
Money market accounts
  $ 1,467     $ 1,467     $     $  
Marketable securities:
                               
Variable rate demand notes
    230,728             230,728        
Municipal securities
    158,557             158,557        
U.S. government securities
    59,130       59,130              
Corporate bonds
    12,453             12,453        
Asset-backed securities
    8,961             8,961        
Non Current Assets
                               
Deferred compensation plan
    3,815       3,815              
 
                       
Total
  $ 475,111     $ 64,412     $ 410,699     $  
 
                       

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Chico’s FAS, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
July 30, 2011
(Unaudited)
(in thousands, except share and per share amounts)
Note 7. Subsequent Events
     In August 2011, the Company entered into an agreement to purchase Boston Proper, Inc., a privately held direct-to-consumer retailer, for total cash consideration of $205 million to be funded entirely from available cash balances. The transaction is expected to close in the third quarter of fiscal 2011 but is subject to customary closing conditions, including regulatory review.
     Since July 30, 2011, in accordance with the share repurchase program, the Company repurchased and retired approximately 3.2 million shares of stock for $40.0 million.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the accompanying unaudited consolidated financial statements and notes thereto and our 2010 Annual Report to Stockholders.
Executive Overview
     We are a national specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items operating under the Chico’s, White House | Black Market (“WH|BM”), and Soma Intimates (“Soma”) brand names. We earn revenues and generate cash through the sale of merchandise in our retail stores, on our various websites and through our call centers, which take orders for all of our brands.
     For fiscal 2011, we continue to focus on executing the goals that contributed to our success over the last few years. These initiatives were and continue to be: 1) rebuilding the Chico’s business into a high performance brand, 2) investing in the growth potential of the WH|BM and Soma brands, 3) accelerating the growth of the direct-to-consumer (“DTC”) channel, 4) improving our cost structure and maintaining inventory control, and 5) achieving a level of profitability in the current year comparable to what we achieved in fiscal 2005, previously our highest earnings year.
     Our financial performance reflects our progress in implementing these strategic initiatives. For the quarter, earnings per share increased 47%, net sales increased 18.5%, and comparable sales increased 12.8%, reflecting our compelling fashion offering and effective merchandise and marketing programs.
Financial Highlights for the Second Quarter of 2011
    Net sales for the thirteen-week period ended July 30, 2011 (“current period”) increased 18.5% to $551.4 million compared to $465.4 million for the thirteen-week period ended July 31, 2010 (“prior period”), driven by 9% net square footage growth and by a comparable sales increase of 12.8% compared to an increase of 7.6% in the prior period.
 
    Gross margin percentage for the current period increased to 56.1% from 55.7% in the prior period.
 
    Selling, general and administrative (“SG&A”) expenses for the current period, as a percentage of total net sales, decreased to 43.6% from 45.5% in the prior period.
 
    Operating income in the current period, as a percentage of total net sales, increased to 12.5% from 10.2% in the prior period.
 
    Net income in the current period was $43.4 million compared to net income of $30.5 million in the prior period.
 
    Earnings per diluted share for the current period increased to $0.25 compared to $0.17 in the prior period.
 
    Cash and marketable securities at the end of the 2011 second quarter was $504.3 million, reflecting an increase of $16.9 million over last year’s second quarter.

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Future Outlook
          For the third quarter of 2011, our assumptions are a mid-single digit increase in comparable sales accompanied by an approximate 9% increase in selling square footage, which should result in a total net sales increase in the low to mid teens for the quarter. We expect slight improvement in the gross margin rate and SG&A as a percentage of net sales compared to last year’s third quarter. We expect an increase in cost of goods sold and SG&A dollars, reflecting higher comparable sales and new store growth, as well as increases in marketing expense and performance-based compensation.
Results of Operations — Thirteen Weeks Ended July 30, 2011 Compared to the Thirteen Weeks Ended July 31, 2010.
The following table sets forth the percentage relationship to net sales of certain items in our consolidated statements of income for the periods shown below:
                                 
    Twenty-Six Weeks Ended     Thirteen Weeks Ended  
    July 30,     July 31,     July 30,     July 31,  
    2011     2010     2010     2010  
Net sales
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of goods sold
    42.4       42.9       43.9       44.3  
 
                       
Gross margin
    57.6       57.1       56.1       55.7  
Store and direct operating expenses
    33.5       35.2       33.3       35.4  
Marketing
    4.8       5.0       3.8       3.9  
National Store Support Center
    6.3       6.1       6.5       6.2  
 
                       
Income from operations
    13.0       10.8       12.5       10.2  
Interest income, net
    0.1       0.1       0.1       0.0  
 
                       
Income before income taxes
    13.1       10.9       12.6       10.2  
Income tax provision
    4.9       3.9       4.7       3.7  
 
                       
Net income
    8.2 %     7.0 %     7.9 %     6.5 %
 
                       
          Net Sales
          The following table depicts net sales for the Chico’s/Soma and WH|BM brands in dollars and as a percentage of total net sales for the thirteen weeks ended July 30, 2011 and July 31, 2010 (dollar amounts in thousands):
                                 
    Thirteen Weeks Ended  
    July 30, 2011     July 31, 2010  
Net Sales:
                               
Chico’s/Soma Intimates
  $ 374,324       67.9 %   $ 319,660       68.7 %
White House/ Black Market
    177,125       32.1       145,711       31.3  
 
                       
Total net sales
  $ 551,449       100.0 %   $ 465,371       100.0 %
 
                       
     Net sales by the Chico’s/Soma and WH|BM brands increased from the prior period primarily due to positive comparable sales as well as new store openings. The Chico’s/Soma brands’ comparable sales increased by 11.9% and the WH|BM brand’s comparable sales increased by 14.9% compared to the prior period. Comparable sales growth in the second quarter reflects our compelling fashion offering and effective merchandise and marketing programs which drove increases in both average dollar sales and number of transactions.

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          Cost of Goods Sold/Gross Margin
          The following table depicts cost of goods sold and gross margin in dollars and the related gross margin percentages for the thirteen weeks ended July 30, 2011 and July 31, 2010 (dollar amounts in thousands):
                 
    Thirteen Weeks Ended  
    July 30, 2011     July 31, 2010  
Cost of goods sold
  $ 242,122     $ 206,164  
Gross margin
  $ 309,327     $ 259,207  
Gross margin percentage
    56.1 %     55.7 %
          Gross margin as a percentage of net sales was 56.1% for the current period versus 55.7% for the prior period, a 40 basis point improvement primarily attributable to increased full-price selling partially offset by planned promotional activity.
          Selling, General and Administrative Expenses
          The following tables depict store and direct operating expenses, marketing, and National Store Support Center expenses in dollars and as a percentage of total net sales for the thirteen weeks ended July 30, 2011 and July 31, 2010 (dollar amounts in thousands):
                 
    Thirteen Weeks Ended  
    July 30, 2011     July 31, 2010  
Store and direct operating expenses
  $ 183,461     $ 164,853  
Percentage of total net sales
    33.3 %     35.4 %
          Store and direct operating expenses as a percentage of net sales were 33.3% for the current period versus 35.4% for the prior period, a 210 basis point decrease, primarily reflecting the leverage achieved on store payroll and occupancy costs against the larger sales base.
                 
    Thirteen Weeks Ended  
    July 30, 2011     July 31, 2010  
Marketing
  $ 21,073     $ 18,011  
Percentage of total net sales
    3.8 %     3.9 %
 
               
                 
    Thirteen Weeks Ended  
    July 30, 2011     July 31, 2010  
National Store Support Center
  $ 35,822     $ 28,982  
Percentage of total net sales
    6.5 %     6.2 %
          National Store Support Center (“NSSC”) expenses as a percentage of net sales were 6.5% in the current period versus 6.2% in the prior period, a 30 basis point increase primarily reflecting higher performance based compensation compared to last year.
          Provision for Income Taxes
          Our effective tax rate increased for the current period to 37.5% versus 36.2% in the prior period. Our effective tax rate was higher in the current period due primarily to favorable state audit settlements and state refund claims in the previous year.

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Results of Operations — Twenty-Six Weeks Ended July 30, 2011 Compared to the Twenty-Six Weeks Ended July 31, 2010.
          Net Sales
          The following table depicts net sales for the Chico’s/Soma and WH|BM brands in dollars and as a percentage of total net sales for the year-to-date period ended July 30, 2011 and July 31, 2010 (dollar amounts in thousands):
                                 
    Twenty-Six Weeks Ended  
    July 30, 2011     July 31, 2010  
Net Sales:
                               
Chico’s/Soma Intimates
  $ 749,258       68.8 %   $ 656,360       69.3 %
White House/ Black Market
    339,349       31.2       290,599       30.7  
 
                       
Total net sales
  $ 1,088,607       100.0 %   $ 946,959       100.0 %
 
                       
          Net sales by the Chico’s/Soma and WH|BM brands increased from the prior year-to-date period primarily due to positive comparable sales as well as new store openings. The Chico’s/Soma brands’ comparable sales increased by 9.7% and the WH|BM brand’s comparable sales increased by 11.1% compared to the prior year-to-date period. Comparable sales growth in the current year-to-date period reflects our compelling fashion offering and effective merchandising and marketing programs which drove increases in both average dollar sales and number of transactions.
          Cost of Goods Sold/Gross Margin
          The following table depicts cost of goods sold and gross margin in dollars and the related gross margin percentages for the twenty-six weeks ended July 30, 2011 and July 31, 2010 (dollar amounts in thousands):
                 
    Twenty-Six Weeks Ended  
    July 30, 2011     July 31, 2010  
Cost of goods sold
  $ 461,617     $ 406,173  
Gross margin
  $ 626,990     $ 540,786  
Gross margin percentage
    57.6 %     57.1 %
          Gross margin as a percentage of sales was 57.6% for the current year-to-date period versus 57.1% for the prior year-to-date period, a 50 basis point improvement primarily attributable to increased full-price selling partially offset by planned promotional activity.
          Selling, General and Administrative Expenses
          The following tables depict store and direct operating expenses, marketing, and National Store Support Center expenses in dollars and as a percentage of total net sales for the twenty-six weeks ended July 30, 2011 and July 31, 2010 (dollar amounts in thousands):
                 
    Twenty-Six Weeks Ended  
    July 30, 2011     July 31, 2010  
Store and direct operating expenses
  $ 364,977     $ 333,501  
Percentage of total net sales
    33.5 %     35.2 %
          Store and direct operating expenses as a percentage of net sales were 33.5% for the current year-to-date period versus 35.2% for the prior year-to-date period, a 170 basis point improvement primarily reflecting the leverage achieved on store payroll and occupancy costs against the larger sales base.

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    Twenty-Six Weeks Ended  
    July 30, 2011     July 31, 2010  
Marketing
  $ 51,971     $ 47,091  
Percentage of total net sales
    4.8 %     5.0 %
          Marketing expenses as a percentage of net sales were 4.8% for the current year-to-date period versus 5.0% for the prior year-to-date period, a 20 basis point improvement primarily reflecting the leverage achieved on marketing expenses against the larger sales base.
                 
    Twenty-Six Weeks Ended  
    July 30, 2011     July 31, 2010  
National Store Support Center
  $ 68,253     $ 57,782  
Percentage of total net sales
    6.3 %     6.1 %
          NSSC expenses as a percentage of net sales were 6.3% for the current year-to-date period versus 6.1% for the prior year-to-date period, a 20 basis point increase primarily reflecting higher performance based compensation.
          Provision for Income Taxes
          Our effective tax rate for the current year-to-date period is 37.4% versus 36.2% for the prior year-to-date period. Our effective tax rate was higher in the current year-to-date period due primarily to favorable state audit settlements, state refund claims and the restoration of a state tax receivable due to a favorable ruling in the previous year.
Liquidity and Capital Resources
          We believe that our existing cash, and marketable securities balances and cash generated from operations will be sufficient to fund: the $205 million acquisition of Boston Proper, Inc., potential share repurchases, dividend payments, capital expenditures, working capital needs, commitments, and other liquidity requirements associated with our operations through at least the next 12 months. Furthermore, while it is our intention to continue to pay a quarterly cash dividend in the future, any determination to pay future dividends will be made by the Board of Directors and will depend on our future earnings, financial condition, and other factors.
          Our ongoing capital requirements will continue to be for: new, expanded, relocated and remodeled stores; our distribution center and other central support facilities; the planned expansion of our NSSC campus; and information technology tools.
          Operating Activities
          Net cash provided by operating activities was $122.5 million and $109.9 million for the twenty-six weeks ended July 30, 2011 and July 31, 2010, respectively. The $12.6 million increase in cash flows from operating activities in the current period in comparison to the prior period primarily reflects higher net income and deferred taxes partially offset by investment in inventory.
          Investing Activities
          Net cash provided by investing activities for the twenty-six weeks ended July 30, 2011 was $29.9 million compared to $117.3 million used for the twenty-six weeks ended July 31, 2010. The net change of $147.2 million primarily reflects the net decrease in marketable securities in the current year-to-date period versus the net increase in marketable securities in the prior year-to-date period.

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          Financing Activities
          Net cash used in financing activities was $111.0 million and $12.1 million during the twenty-six weeks ended July 30, 2011 and July 31, 2010, respectively. The approximate $99 million increase in cash used in financing activities primarily reflects repurchases of common stock in the current year-to-date period.
          Credit Facility
          On July 27, 2011, we entered into a $70 million senior five-year unsecured revolving credit facility (the “Credit Facility”) with a syndicate led by JPMorgan Chase Bank, N.A., as administrative agent and HSBC Bank USA, National Association, as syndication agent. The Credit Facility replaces our previous $55 million secured credit facility with SunTrust Bank.
          The Credit Facility provides a $70 million revolving credit facility that matures on July 27, 2016. The Credit Facility provides for swing advances of up to $5 million and issuance of letters of credit up to $40 million. The Credit Facility also contains a feature that provides the Company the ability, subject to satisfaction of certain conditions, to expand the commitments available under the Credit Facility from $70 million up to $125 million.
          The Credit Facility contains standard affirmative and negative covenants and other limitations (subject to various carve-outs) regarding the Company. The covenants limit: (a) the making of investments, the payment of dividends and other payments with respect to capital, the disposition of material assets other than in the ordinary course of business, and mergers and acquisitions under certain conditions, (b) transactions with affiliates unless such transactions are completed in the ordinary course of business and upon fair and reasonable terms, (c) the incurrence of liens and indebtedness, and (d) certain substantial changes in the nature of the subsidiaries business.
          The Credit Facility contains customary financial covenants for unsecured credit facilities, consisting of a maximum total debt leverage ratio that cannot be greater than 3.25 to 1.00 and a minimum fixed charge coverage ratio that cannot be less than 1.20 to 1.00.
          The Credit Facility contains customary events of default. If a default occurs and is not cured within any applicable cure period or is not waived, the Company’s obligations under the Credit Facility may be accelerated or the Credit Facility may be terminated.
          New Store Openings
          During the first six months of fiscal 2011, we had 67 net store openings consisting of 15 Chico’s net openings, 34 Soma net openings, and 18 WH|BM net openings. Currently, we expect our overall square footage in fiscal 2011 to increase approximately 9%, reflecting approximately 20-22 net openings of Chico’s stores, 27-29 net openings of WH|BM stores, approximately 51-53 net openings of Soma stores, and 25-27 relocations/expansions. We continuously evaluate the appropriate new store growth rate in light of economic conditions and may adjust the growth rate as conditions require or as opportunities arise.
Critical Accounting Policies and Estimates
          The discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience

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and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors, and believes the assumptions and estimates, as set forth in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011, are significant to reporting our results of operations and financial position. There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011.
Quarterly Results and Seasonality
          Our quarterly results may fluctuate significantly depending on a number of factors including timing of new store openings, adverse weather conditions, the spring and fall fashion lines and shifts in the timing of certain holidays. In addition, our periodic results can be directly and significantly impacted by the extent to which new merchandise offerings are accepted by customers and by the timing of the introduction of such merchandise.
Certain Factors That May Affect Future Results
          This Form 10-Q may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to certain events that could have an effect on our future financial performance, including but without limitation, statements regarding future growth rates of our store concepts. The statements may address items such as future sales, gross margin expectations, operating margin expectations, earnings per share expectations, planned store openings, closings and expansions, future comparable sales, future product sourcing plans, inventory levels, planned marketing expenditures, planned capital expenditures and future cash needs. In addition, from time to time, we may issue press releases and other written communications, and our representatives may make oral statements, which contain forward-looking information.
          These statements, including those in this Form 10-Q and those in press releases or made orally, may include the words “expects,” “believes,” and similar expressions. Except for historical information, matters discussed in such oral and written statements, including this Form 10-Q, are forward-looking statements. These forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those currently anticipated. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and in Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 22, 2011.
          These potential risks and uncertainties include the financial strength of retailing in particular and the economy in general, the extent of financial difficulties that may be experienced by customers, our ability to secure and maintain customer acceptance of styles and store concepts, the propriety of inventory mix and sizing, the quality of merchandise received from suppliers, the extent and nature of competition in the markets in which we operate, the extent of the market demand and overall level of spending for women’s private branded clothing and related accessories, the adequacy and perception of customer service, the ability to coordinate product development with buying and planning, the ability of our suppliers to timely produce and deliver clothing and accessories, the changes in the costs of manufacturing, labor and advertising, the rate of new store openings, the buying public’s acceptance of any of our new store concepts, the performance, implementation and integration of management information systems, the ability to hire, train, energize and retain qualified sales associates and other employees, the availability of quality store

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sites, the ability to expand our NSSC, distribution centers and other support facilities in an efficient and effective manner, the ability to hire and train qualified managerial employees, the ability to effectively and efficiently establish and operate DTC sales operations, the ability to secure and protect trademarks and other intellectual property rights, the ability to effectively and efficiently operate the Chico’s, WH|BM, and Soma merchandise divisions, risks associated with terrorist activities, risks associated with natural disasters such as hurricanes and other risks. In addition, there are potential risks and uncertainties that are peculiar to our reliance on sourcing from foreign suppliers, including the impact of work stoppages, transportation delays and other interruptions, political or civil instability, imposition of and changes in tariffs and import and export controls such as import quotas, changes in governmental policies in or towards foreign countries, currency exchange rates and other similar factors.
          The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          The market risk of our financial instruments as of July 30, 2011 has not significantly changed since January 29, 2011. We are exposed to market risk from changes in interest rates on any future indebtedness and our marketable securities.
          Our exposure to interest rate risk relates in part to our revolving line of credit with our bank. However, as of July 30, 2011, we did not have any outstanding borrowings on our line of credit and, given our current liquidity position, do not expect to utilize our line of credit in the foreseeable future except for the continuing use of the letter of credit facility portion thereof.
          Our investment portfolio is maintained in accordance with our investment policy which identifies allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. Our investment portfolio consists of cash equivalents and marketable securities, including municipal bonds, asset-backed securities, corporate bonds, commercial paper, certificates of deposit, and U.S. Treasury securities. The portfolio as of July 30, 2011, consisted of $265.5 million of securities with maturity dates less than one year and $182.7 million with maturity dates over one year and less than or equal to two years. We consider all available-for-sale securities, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs and therefore classify these securities as short-term investments within current assets on the consolidated balance sheets. As of July 30, 2011, an increase of 100 basis points in interest rates would reduce the fair value of our marketable securities portfolio by approximately $3.7 million. Conversely, a reduction of 100 basis points in interest rates would increase the fair value of our marketable securities portfolio by approximately $1.6 million.
ITEM 4. CONTROLS AND PROCEDURES
          Evaluation of Disclosure Controls and Procedures
          Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
          As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures

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(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective in providing reasonable assurance in timely alerting them to material information relating to us (including our consolidated subsidiaries) and that information required to be disclosed in our reports is recorded, processed, summarized, and reported as required to be included in our periodic SEC filings.
          Changes in Internal Controls
          There were no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the above referenced evaluation. Furthermore, there was no change in our internal control over financial reporting or in other factors during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
          The Company was named as a defendant in a putative class action filed in February 2011 in the Superior Court of the State of California for the County of Orange, Lorraine V. Garcia v. Chico’s FAS, Inc. The Complaint alleges that the Company, in violation of California law, requested or required customers to provide personal information as a condition of accepting payment by credit card. The Company denied the material allegations of the Complaint. The case was wholly without merit and, in July 2011, the plaintiff voluntarily dismissed her complaint, without receiving anything of value from the Company.
          The Company was named as a defendant in a putative class action filed in March 2011 in the Superior Court of the State of California for the County of Los Angeles, Eileen Schlim v. Chico’s FAS, Inc. The Complaint attempts to allege numerous violations of California law related to wages, meal periods, rest periods, and vacation pay, among other things. The Company denies the material allegations of the Complaint. The Company believes that its policies and procedures for paying its associates comply with all applicable California laws. As a result, the Company does not believe that the case should have a material adverse effect on the Company’s financial condition or results of operations.
          Other than as noted above, we are not currently a party to any legal proceedings, other than various claims and lawsuits arising in the normal course of business, none of which we believe should have a material adverse effect on our financial condition or results of operations.
ITEM 1A. RISK FACTORS
          In addition to the other information discussed in this report, the factors described in Part I, Item 1A, “Risk Factors” in our 2010 Annual Report on Form 10-K filed with the SEC on March 22, 2011 should be considered as they could materially affect our business, financial condition or future results. There have not been any significant changes with respect to the risks described in our 2010 Form 10-K, but these are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
          The following table sets forth information concerning our purchases of common stock for the periods indicated (dollar amounts in thousands, except per share amounts):
                                 
                            Approximate  
                    Total     Dollar Value  
                    Number of     of Shares that  
                    Shares     May Yet Be  
                    Purchased as     Purchased  
    Total             Part of     Under the  
    Number of     Average     Publicly     Publicly  
    Shares     Price Paid     Announced     Announced  
Period   Purchased(a)     per Share     Plans     Plans  
May 1, 2011 to May 28, 2011
    1,833,267     $ 14.26       1,832,199     $ 119,224  
May 29, 2011 to July 2, 2011
    2,469,725     $ 14.18       2,468,563     $ 84,205  
July 3, 2011 to July 30, 2011
        $           $ 84,205  
 
                           
Total
    4,302,992     $ 14.21       4,300,762     $ 84,205  
 
                           
 
(a)   Includes 2,230 shares of restricted stock repurchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.
ITEM 6. EXHIBITS
  (a)   The following documents are filed as exhibits to this Quarterly Report on Form 10-Q (exhibits marked with two asterisks have been previously filed with the SEC as indicated and are incorporated herein by this reference):
     
Exhibit 2.1*
  Agreement and Plan of Merger dated as of August 16, 2011 by and among the Company, Harbor DTC, Inc., Boston Proper, Inc. and others
 
   
Exhibit 10.1
  2002 Amended and Restated Employee Stock Purchase Plan
 
   
Exhibit 10.2**
  Employment letter agreement between the Company and Pamela K. Knous (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on June 23, 2011)
 
   
Exhibit 10.3**
  Credit Agreement by and among JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, the Company and the Lenders parties thereto dated as of July 27, 2011 (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on July 29, 2011)
 
   
Exhibit 31.1
  Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Chief Executive Officer
 
   
Exhibit 31.2
  Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Chief Financial Officer

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Exhibit 32.1
  Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
Exhibit 32.2
  Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
   
Exhibit 101.INS
  XBRL Instance Document
 
   
Exhibit 101.SCH
  XBRL Taxonomy Extension Schema Document
 
   
Exhibit 101.CAL
  XBRL Taxonomy Extension Calculation Linkbase Document
 
   
Exhibit 101.DEF
  XBRL Taxonomy Definition Linkbase Document
 
   
Exhibit 101.LAB
  XBRL Taxonomy Extension Label Linkbase Document
 
   
Exhibit 101.PRE
  XBRL Taxonomy Extension Presentation Linkbase Document
 
*   Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish any such omitted exhibit or schedule supplementally to the SEC upon request.
 
**   Previously filed with the SEC as indicated and incorporated herein by this reference.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  CHICO’S FAS, INC.
 
 
Date: August 24, 2011  By:   /s/ David F. Dyer    
    David F. Dyer   
    President and Chief Executive Officer
(Principal Executive Officer) 
 
 
     
Date: August 24, 2011  By:   /s/ Pamela K. Knous    
    Pamela K. Knous
Executive Vice President 
 
    Chief Financial Officer
(Principal Financial and Accounting Officer) 
 
 

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