8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: (Date of earliest event reported): November 30, 2004

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

0-21258	59-2389435
(Commission File Number)	(IRS Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida	33912
(Address of Principal Executive Offices)	(Zip code)

(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Ex-99.1 November 30, 2004 Press Release

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On November 30, 2004, Chico’s FAS, Inc. issued a press release announcing its third quarter earnings. A copy of the press release is furnished as an Exhibit to this Report on Form 8-K (Exhibit 99.1).

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits

          99.1 Chico’s FAS, Inc. Press Release dated November 30, 2004

2

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 hereunto duly authorized.

	CHICO’S FAS, INC.
Date: November 30, 2004	By: /s/ Michael J. Kincaid
	Michael J. Kincaid, Vice President — Finance and Chief
	Accounting Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release of Chico’s FAS, Inc. dated November 30, 2004

EX-99.1

EXHIBIT 99.1

For Immediate Release
	Executive Contact:	Investor / Media Contacts:
	Charles J. Kleman	James Palczynski-Investor Relations
	Chief Operating Officer	Megan McDonnell-Media Relations
	Chief Financial Officer	Integrated Corporate Relations, Inc.
	Chico’s FAS, Inc.	(203) 222-9013
	(239) 274-4105

Chico’s FAS, Inc. Announces Record Third Quarter and
Nine Month Revenues and Earnings

• Third quarter net income up 38.6% to a record $37 million

• Revenues rose 41.3% to a record $781 million for the nine months

• Net income climbed 45.1% to a record $108 million for the nine months

     Fort Myers, FL – November 30, 2004 – Chico’s FAS, Inc. (NYSE: CHS) today announced its financial results for the third quarter and nine months ended October 30, 2004.

     Net sales for the third quarter ended October 30, 2004, increased 28.1% to a record $270 million from $211 million for the third quarter ended November 1, 2003. Net income rose 38.6% to $37 million, or $0.41 a diluted share, compared to net income of $27 million, or $0.30 a diluted share, in the prior year’s third quarter. Comparable store sales for the Company-owned stores increased 6.1% for the thirteen week period ended October 30, 2004, compared to the same thirteen week period last year.

     For the nine months ended October 30, 2004, net sales increased 41.3% to a record $781 million from $553 million for the prior year’s nine months ended November 1, 2003. Net income rose 45.1% to $108 million, or $1.20 a diluted share, compared to net income of $75 million, or $0.85 a diluted share, in the prior period. Comparable store sales for Company-owned stores increased 13.0% for the thirty-nine week period compared to the same thirty-nine week period last year.

     Scott A. Edmonds, President and CEO, commented, “We are extremely pleased with our third quarter results which show strong year-over-year growth in spite of the hurricanes that we experienced during this time frame. Both the Chico’s and White House | Black Market brands saw strong increases in the number of transactions and both brands also saw improvement in merchandise margins for the quarter. The White House brand continued to solidly add to earnings per share as it again contributed between $.02 and $.03 per share to our $.41 diluted earnings per share for the third quarter and we remain confident about the potential this brand has to bring significant long-term value to our shareholders. We completed the launch of our intimate apparel concept test stores, ‘Soma by Chico’s,’ during the third quarter, and we continue to remain excited about this opportunity.”

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     Mr. Edmonds further stated, “Our strong cash flows, along with our impressive operating margin of 21.9%, demonstrate the continued strength of the Chico’s brands and our goal to consistently deliver strong results to our shareholders. Even though our accomplishments to date have been significant, we believe that our best and biggest opportunities may lie ahead of us.”

     Chico’s sells exclusively designed, private-label women’s clothing and related accessories. The Company operates 655 women’s specialty stores, including stores in 47 states, the District of Columbia, the Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market and Soma by Chico’s names. The Company owns 450 Chico’s front-line stores, 25 Chico’s outlet stores, 154 White House | Black Market front-line stores, 4 White House | Black Market outlet stores and 10 Soma by Chico’s stores; franchisees own and operate 12 Chico’s stores.

Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company or future results or events constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, general economic and business conditions, and conditions in the specialty retail industry. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Users of forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, its filings on Form 10-Q, management’s discussion and analysis in the Company’s latest annual report to stockholders, the Company’s filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company’s business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

For more detailed information, please call (877) 424-4267 to listen to Chico’s monthly
sales information and investor relations line

A copy of a slide show addressing Chico’s recent financial results and current plans
for expansion is available on the Chico’s website at http://www.chicos.com in the investor relations
section

Additional investor information on Chico’s FAS, Inc. is available free of charge on the Chico’s
website at http://www.chicos.com in the investor relations section

(Financial Tables Follow)

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Chico’s FAS, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands)

	October 30,			January 31,
	2004			2004
ASSETS
Current Assets:
Cash and cash equivalents	$	13,688		$	15,676
Marketable securities, at market		211,623			104,453
Receivables		7,430			6,368
Inventories		79,479			54,896
Prepaid expenses		9,419			8,655
Deferred taxes		11,067			7,525
Total Current Assets		332,706			197,573
Property and Equipment:
Land and land improvements		6,033			5,976
Building and building improvements		27,619			25,014
Equipment, furniture and fixtures		132,270			100,589
Leasehold improvements		126,031			99,806
Total Property and Equipment		291,953			231,385
Less accumulated depreciation and amortization		(77,861	)		(57,660	)
Property and Equipment, Net		214,092			173,725
Other Assets:
Goodwill		61,796			60,114
Other intangible assets		34,065			34,043
Other assets, net		6,945			5,399
Total Other Assets		102,806			99,556
	$	649,604		$	470,854
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	45,977		$	27,796
Accrued liabilities		51,753			43,187
Current portion of deferred liabilities		286			599
Total Current Liabilities		98,016			71,582
Noncurrent Liabilities:
Deferred liabilities		15,272			12,713
Deferred taxes		13,014			11,724
Total Noncurrent Liabilities		28,286			24,437
Stockholders’ Equity:
Common stock		893			875
Additional paid-in capital		143,920			98,586
Retained earnings		378,588			275,339
Accumulated other comprehensive (loss) income		(99	)		35
Total Stockholders’ Equity		523,302			374,835
	$	649,604		$	470,854

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Chico’s FAS, Inc.
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)

	Thirty-Nine Weeks Ended								Thirteen Weeks Ended
	October 30, 2004				November 1, 2003				October 30, 2004				November 1, 2003
	Amount		% of Sales		Amount		% of Sales		Amount		% of Sales		Amount		% of Sales
Net sales by Company stores	$	755,589		96.7	$	530,026		95.8	$	260,421		96.5	$	201,716		95.8
Net sales by catalog & Internet		19,402		2.5		17,084		3.1		6,991		2.6		6,578		3.1
Net sales to franchisees		6,340		0.8		5,880		1.1		2,361		0.9		2,275		1.1
Net sales		781,331		100.0		552,990		100.0		269,773		100.0		210,569		100.0
Cost of goods sold		296,605		38.0		211,725		38.3		101,568		37.7		81,202		38.6
Gross profit		484,726		62.0		341,265		61.7		168,205		62.3		129,367		61.4
General, administrative and store operating expenses		290,775		37.2		206,522		37.4		101,976		37.8		80,815		38.4
Depreciation and amortization		20,748		2.6		15,137		2.7		7,047		2.6		5,547		2.6
Income from operations		173,203		22.2		119,606		21.6		59,182		21.9		43,005		20.4
Interest income, net		1,373		0.2		705		0.2		620		0.2		155		0.1
Income before taxes		174,576		22.4		120,311		21.8		59,802		22.1		43,160		20.5
Income tax provision		66,338		8.5		45,718		8.3		22,725		8.4		16,401		7.8
Net income	$	108,238		13.9	$	74,593		13.5	$	37,077		13.7	$	26,759		12.7
Per share data:
Net income per common share–basic	$	1.22			$	0.87			$	0.41			$	0.31
Net income per common & common equivalent share–diluted	$	1.20			$	0.85			$	0.41			$	0.30
Weighted average common shares outstanding–basic		89,040				86,100				89,361				86,818
Weighted average common & common equivalent shares outstanding–diluted		90,022				87,827				90,119				88,509

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