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 22, 2011

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

001-16435	59-2389435
(Commission File Number)	(IRS Employer Identification No.)
11215 Metro Parkway, Fort Myers, Florida	33966
(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))

Item 2.02. Results of Operations and Financial Condition

On November 22, 2011, Chico’s FAS, Inc. (the “Company”) issued a press release announcing its third quarter and nine-month earnings for the period ending October 29, 2011. A copy of the release issued on November 22, 2011 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01. Other Events

On November 22, 2011, the Company also announced that its Board of Directors declared a quarterly cash dividend of $0.05 per share. A copy of the release issued on November 22, 2011 is attached to this Report as Exhibit 99.2 and is incorporated by reference herein.

On November 22, 2011, the Company also announced that its Board of Directors authorized a new $200 million share repurchase program. A copy of the release issued on November 22, 2011 is attached to this Report as Exhibit 99.3 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated November 22, 2011
Exhibit 99.2	Press Release of Chico’s FAS, Inc. dated November 22, 2011
Exhibit 99.3	Press Release of Chico’s FAS, Inc. dated November 22, 2011

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 22, 2011	By:	/s/ Pamela K. Knous
	Pamela K. Knous, Executive Vice President — Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated November 22, 2011
Exhibit 99.2	Press Release of Chico’s FAS, Inc. dated November 22, 2011
Exhibit 99.3	Press Release of Chico’s FAS, Inc. dated November 22, 2011

EX-99.1

Exhibit 99.1

For Immediate Release

Executive Contact:

Robert C. Atkinson

Vice President-Investor Relations

Chico’s FAS, Inc.

(239) 274-4199

Chico’s FAS, Inc. Reports Third Quarter Earnings Per Share of $0.16 Net of Acquisition Costs of $0.02

• Net sales increased 11.5% to $538.5 million with comparable sales increasing 3.7%

• EPS increased 13% over last year’s third quarter excluding acquisition costs

• Completed acquisition of direct-to-consumer retailer Boston Proper, Inc.

Fort Myers, FL – November 22, 2011 – Chico’s FAS, Inc. (NYSE: CHS) today announced its financial results for the fiscal 2011 third quarter and nine months ended October 29, 2011, which includes the results of Boston Proper subsequent to the closing of the acquisition on September 19, 2011.

Net Income and Earnings per Share

The Company reported net income totaling $26.5 million, or $0.16 per diluted share, for the third quarter compared to net income of $28.8 million, or $0.16 per diluted share, for the same period last year.

The third quarter 2011 results include non-recurring acquisition and integration costs related to the Boston Proper acquisition totaling approximately $3.5 million, net of tax, or $0.02 per diluted share. Excluding these costs, the Company’s third quarter net income was $30.0 million, or $0.18 per diluted share, an earnings per share increase of 13%, compared to net income of $28.8 million, or $0.16 per diluted share for the same period last year.

For the nine months ended October 29, 2011, the Company reported net income totaling $115.8 million or $0.66 per diluted share, compared to net income of $94.7 million, or $0.53 per diluted share, reported for the same period last year. Excluding the non-recurring acquisition and integration costs in the third quarter of fiscal 2011, the Company’s net income for the nine months ended October 29, 2011 was $119.3 million, or $0.68 per diluted share, an increase of 28%, compared to net income of $94.7 million, or $0.53 per diluted share, for the same period last year.

Net Sales

Net sales for the quarter increased 11.5% to $538.5 million from $483.0 million in last year’s third quarter. Consolidated comparable sales increased 3.7% for the quarter following a 5.5% increase for the same period last year reflecting increases in average dollar sale and

Page 1 of 8

transaction count. The Chico’s/Soma Intimates brands’ comparable sales increased 0.6% following a 3.6% increase for the same period last year and the White House | Black Market (“WH|BM”) brand’s comparable sales increased 11.0% following a 10.2% increase for the same period last year. Boston Proper’s sales are excluded from the comparable sales calculation until twelve full months after the acquisition.

Gross Margin

Gross margin for the third quarter of $301.5 million, or 56.0% of net sales, represents a 100 basis point decrease from last year’s third quarter attributable to higher discounting for the Chico’s brand as a result of a soft sales environment partially offset by higher margins at the WH|BM and Soma Intimates brands due to increased full-price selling and effective promotional activities.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) for the third quarter were $259.5 million, or 48.2% of net sales. Excluding $5.0 million of non-recurring acquisition and integration costs consisting of professional service fees and employee benefit related costs, SG&A expenses were $254.5 million, or 47.3% of net sales, a 50 basis point improvement from 47.8% of net sales for last year’s third quarter primarily attributable to the sales leverage impact on occupancy costs as well as lower performance based compensation, partially offset by increased marketing expenses.

Tax Rate

For the 2011 third quarter, the effective tax rate was 37.8% compared to 35.4% for the same period last year. Excluding the impact of certain non-deductible Boston Proper acquisition and integration costs, the 2011 third quarter effective tax rate would have been 36.7%. The effective tax rate was higher in the current quarter compared to last year’s third quarter due to a favorable state income tax audit settlement last year.

Inventories

Total inventories at the end of the third quarter were $247 million compared to $179 million for the same period last year. Excluding $17 million of inventory related to Boston Proper, inventories increased $51 million or 29%, of which $18 million was for fourth quarter comparable sales, $14 million for year-over-year new stores, $12 million for earlier receipts and $7 million due to higher average unit costs.

Share Repurchase Program

During the third quarter of 2011, the Company repurchased 4.7 million shares for $60.0 million.

ABOUT CHICO’S FAS, INC.

The Company, through its brands – Chico’s, White House | Black Market, Soma Intimates, and Boston Proper, is a women’s specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items.

The Chico’s brand offers women a combination of great style, one-of-a-kind details and warm personal service. Chico’s currently operates 604 boutiques and 83 outlets throughout the U.S., publishes a monthly catalog and offers round-the-clock shopping at www.chicos.com.

Page 2 of 8

White House | Black Market strives to make women feel beautiful with apparel and accessories in the honest simplicity of black and white and the individuality of styles built from it. White House | Black Market currently operates 363 boutiques and 25 outlets, publishes a catalog highlighting its latest fashions and connects with customers at www.whbm.com.

Soma Intimates offers beautiful and sensual lingerie, loungewear and beauty. Soma Intimates currently operates 168 boutiques and 17 outlets, publishes a catalog coinciding with key shopping periods and sells direct-to-consumer at www.soma.com.

Boston Proper is a leading direct-to-consumer retailer of women’s high-end apparel and accessories. Boston Proper provides unique, distinctive fashion designed for today’s independent, confident and active woman. The merchandise focus is about creating a daring, modern style with a sensual feel and is available exclusively through the Boston Proper catalog and website, www.bostonproper.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 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 on Chico’s FAS, Inc., please go to our corporate website, www.chicosfas.com.

(Financial Tables Follow)

Page 3 of 8

Chico’s FAS, Inc.

Consolidated Statements of Income

(Unaudited)

(in thousands, except per share amounts)

	Thirty-Nine Weeks Ended								Thirteen Weeks Ended
	October 29, 2011				October 30, 2010				October 29, 2011				October 30, 2010
	Amount		% of Sales		Amount		% of Sales		Amount		% of Sales		Amount		% of Sales
Net Sales:
Chico’s/Soma Intimates	$	1,106,466		68.0	$	993,989		69.5		357,208		66.3	$	337,629		69.9
White House | Black Market		509,677		31.3		435,992		30.5		170,328		31.6		145,393		30.1
Boston Proper		11,010		0.7		—		—		11,010		2.1		—		—
Total net sales		1,627,153		100.0		1,429,981		100.0		538,546		100.0		483,022		100.0
Cost of goods sold		698,655		42.9		614,128		42.9		237,038		44.0		207,955		43.0
Gross margin		928,498		57.1		815,853		57.1		301,508		56.0		275,067		57.0
Selling, general and administrative expenses:
Store and direct operating expenses		549,391		33.8		503,226		35.2		184,414		34.2		169,726		35.1
Marketing		90,979		5.6		79,019		5.5		39,008		7.3		31,928		6.6
National Store Support Center		99,353		6.1		87,035		6.1		31,100		5.8		29,252		6.1
Acquisition and integration costs		4,985		0.3		—		—		4,985		0.9		—		—
Total selling, general and administrative expenses		744,708		45.8		669,280		46.8		259,507		48.2		230,906		47.8
Income from operations		183,790		11.3		146,573		10.3		42,001		7.8		44,161		9.2
Interest income, net		1,386		0.1		1,327		0.0		566		0.1		483		0.1
Income before income taxes		185,176		11.4		147,900		10.3		42,567		7.9		44,644		9.3
Income tax provision		69,400		4.3		53,200		3.7		16,100		3.0		15,800		3.3
Net income	$	115,776		7.1	$	94,700		6.6	$	26,467		4.9	$	28,844		6.0
Per share data:
Net income per common share-basic	$	0.67			$	0.53			$	0.16			$	0.16
Net income per common & common equivalent share–diluted	$	0.66			$	0.53			$	0.16			$	0.16
Weighted average common shares outstanding–basic		170,912				177,028				166,519				176,215
Weighted average common & common equivalent shares outstanding–diluted		172,092				178,320				167,575				177,262
Dividends declared per share	$	0.15			$	0.12				—				—

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Chico’s FAS, Inc.

Consolidated Balance Sheets

(in thousands)

	October 29, 2011			January 29, 2011			October 30, 2010
	(Unaudited)						(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	49,485		$	14,695		$	21,930
Marketable securities, at fair value		190,328			534,019			483,622
Receivables		5,735			3,845			4,901
Income tax receivable		6,279			6,565			12,814
Inventories		247,530			159,814			179,110
Prepaid expenses		32,472			26,851			23,442
Deferred taxes		11,738			10,976			14,347
Total Current Assets		543,567			756,765			740,166
Property and Equipment:
Land and land improvements		43,631			42,468			42,351
Building and building improvements		96,712			89,328			87,246
Equipment, furniture and fixtures		487,975			428,217			420,420
Leasehold improvements		448,357			426,141			425,237
Total Property and Equipment		1,076,675			986,154			975,254
Less accumulated depreciation and amortization		(534,313	)		(468,777	)		(447,354	)
Property and Equipment, Net		542,362			517,377			527,900
Other Assets:
Goodwill		238,952			96,774			96,774
Other intangible assets		133,201			38,930			38,930
Deferred taxes		—			964			1,027
Other assets, net		6,660			5,211			5,112
Total Other Assets		378,813			141,879			141,843
	$	1,464,742		$	1,416,021		$	1,409,909
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	144,196		$	106,680		$	101,086
Accrued liabilities		114,232			94,837			107,941
Current portion of deferred liabilities		21,027			19,760			19,905
Total Current Liabilities		279,455			221,277			228,932
Noncurrent Liabilities:
Deferred liabilities		173,097			129,837			132,665
Stockholders’ Equity:
Preferred stock		—			—			—
Common stock		1,676			1,779			1,776
Additional paid-in capital		297,480			282,528			279,227
Retained earnings		712,766			780,212			766,619
Accumulated other comprehensive income		268			388			690
Total Stockholders’ Equity		1,012,190			1,064,907			1,048,312
	$	1,464,742		$	1,416,021		$	1,409,909

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Chico’s FAS, Inc.

Consolidated Cash Flow Statements

(Unaudited)

(in thousands)

	Thirty-Nine Weeks Ended
	October 29, 2011			October 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	115,776		$	94,700
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization		72,952			70,218
Deferred tax expense		11,399			29,828
Stock-based compensation expense		11,051			8,874
Excess tax benefit from stock-based compensation		(1,758	)		(1,223	)
Deferred rent and lease credits		(14,106	)		(12,053	)
Loss on disposal of property and equipment		2,603			1,912
Decrease (increase) in assets, net of effects of acquisition —
Receivables, net		(1,723	)		(978	)
Income tax receivable		5,086			(12,503	)
Inventories		(73,485	)		(40,593	)
Prepaid expenses and other		(4,722	)		737
Increase in liabilities, net of effects of acquisition —
Accounts payable		29,131			21,850
Accrued and other deferred liabilities		28,805			16,138
Total adjustments		65,233			82,207
Net cash provided by operating activities		181,009			176,907
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in marketable securities		343,570			(96,836	)
Acquisition of Boston Proper, Inc., net of cash acquired		(212,733	)		—
Purchases of property and equipment, net		(98,174	)		(58,501	)
Net cash provided by (used in) investing activities		32,663			(155,337	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		3,567			2,137
Excess tax benefit from stock-based compensation		1,758			1,223
Dividends paid		(25,888	)		(21,389	)
Repurchase of common stock		(157,905	)		(18,654	)
Cash paid for deferred financing costs		(414	)		—
Net cash used in financing activities		(178,882	)		(36,683	)
Net increase (decrease) in cash and cash equivalents		34,790			(15,113	)
CASH AND CASH EQUIVALENTS, Beginning of period		14,695			37,043
CASH AND CASH EQUIVALENTS, End of period	$	49,485		$	21,930

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SEC Regulation G - The Company reports its consolidated financial results in accordance with generally accepted accounting principles (GAAP). However, to supplement these consolidated financial results, management believes that certain non-GAAP operating results, which exclude certain non-recurring charges including acquisition and integration costs, may provide a more meaningful measure on which to compare the Company’s results of operations between periods. The Company believes these non-GAAP results provide useful information to both management and investors by excluding certain expenses that impact the comparability of the results. A reconciliation of net income and earnings per diluted share on a GAAP basis to net income and earnings per diluted share on a non-GAAP basis is presented in the table below:

Chico’s FAS, Inc.

Non-GAAP to GAAP Reconciliation of Net Income and Diluted EPS

(in thousands, except per share amounts)

	Thirty-Nine Weeks Ended October 29, 2011		Thirteen Weeks Ended October 29, 2011
Net income:
GAAP basis	$	115,776	$	26,467
Add: Impact of acquisition and integration costs, net of tax		3,533		3,533
Non-GAAP adjusted basis	$	119,309	$	30,000
Net income per diluted share:
GAAP basis	$	0.66	$	0.16
Add: Impact of acquisition and integration costs, net of tax		0.02		0.02
Non-GAAP adjusted basis	$	0.68	$	0.18

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Chico’s FAS, Inc.

Boutique Count and Square Footage

As of October 29, 2011

	As of 7/30/2011		New Stores		Closures			As of 10/29/2011
Store count:
Chico’s frontline boutiques		598		5		(4	)		599
Chico’s outlets		77		5		—			82
WH|BM frontline boutiques		356		6		(4	)		358
WH|BM outlets		25		—		—			25
Soma frontline boutiques		148		20		—			168
Soma outlets		14		3		—			17
Total Chico’s FAS, Inc.		1,218		39		(8	)		1,249

	As of 7/30/2011		New Stores		Closures			Remodels/ Relos and change in SSF			As of 10/29/2011
Net selling square footage (SSF):
Chico’s frontline boutiques		1,619,872		12,968		(10,404	)		1,520			1,623,956
Chico’s outlets		198,506		12,302		—			(372	)		210,436
WH|BM frontline boutiques		745,774		14,622		(10,401	)		2,276			752,271
WH|BM outlets		48,238		—		—			—			48,238
Soma frontline boutiques		302,732		38,203		—			(260	)		340,675
Soma outlets		25,735		6,279		—			36			32,050
Total Chico’s FAS, Inc.		2,940,857		84,374		(20,805	)		3,200			3,007,626

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EX-99.2

Exhibit 99.2

For Immediate Release

Executive Contact:

Robert C. Atkinson

Vice President-Investor Relations

Chico’s FAS, Inc.

(239) 274-4199

Chico’s Declares Cash Dividend of $0.05 Per Share

Fort Myers, FL – November 22, 2011 – Chico’s FAS, Inc. (NYSE: CHS) today announced that its Board of Directors has declared a quarterly cash dividend of $0.05 per share on its common stock. The dividend will be payable on December 19, 2011 to Chico’s FAS shareholders of record at the close of business on December 5, 2011.

ABOUT CHICO’S FAS, INC.

The Company, through its brands – Chico’s, White House | Black Market, Soma Intimates, and Boston Proper, is a women’s specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items.

The Chico’s brand offers women a combination of great style, one-of-a-kind details and warm personal service. Chico’s currently operates 604 boutiques and 83 outlets throughout the U.S., publishes a monthly catalog and offers round-the-clock shopping at www.chicos.com.

White House | Black Market strives to make women feel beautiful with apparel and accessories in the honest simplicity of black and white and the individuality of styles built from it. White House | Black Market currently operates 363 boutiques and 25 outlets, publishes a catalog highlighting its latest fashions and connects with customers at www.whbm.com.

Soma Intimates offers beautiful and sensual lingerie, loungewear and beauty. Soma Intimates currently operates 168 boutiques and 17 outlets, publishes a catalog coinciding with key shopping periods and sells direct-to-consumer at www.soma.com.

Boston Proper is a leading direct-to-consumer retailer of women’s high-end apparel and accessories. Boston Proper provides unique, distinctive fashion designed for today’s independent, confident and active woman. The merchandise focus is about creating a daring, modern style with a sensual feel and is available exclusively through the Boston Proper catalog and website, www.bostonproper.com.

EX-99.3

Exhibit 99.3

For Immediate Release

Executive Contact:

Robert C. Atkinson

Vice President-Investor Relations

Chico’s FAS, Inc.

(239) 274-4199

Chico’s FAS, Inc. Announces New $200 Million Share Repurchase Program

Fort Myers, FL – November 22, 2011 – As part of an ongoing commitment to return value to its shareholders, Chico’s FAS, Inc. (NYSE: CHS) today announced that its Board of Directors authorized the repurchase of up to $200 million of the Company’s outstanding common stock, effective November 23, 2011. This program replaces the now cancelled August 2010 $200 million program in its entirety that had $24.2 million remaining.

Repurchases under the program will be made in open market or privately negotiated transactions in compliance with Securities and Exchange Commission Rule 10b-18. The Company intends to fund the repurchase program from cash on hand and retire any shares repurchased. The Company, however, has no obligation to repurchase shares under this authorization, and the timing, actual number and value of shares to be purchased will depend on the performance of Chico’s stock price and other market conditions.

ABOUT CHICO’S FAS, INC.

The Company, through its brands – Chico’s, White House | Black Market, Soma Intimates, and Boston Proper, is a women’s specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items.

The Chico’s brand offers women a combination of great style, one-of-a-kind details and warm personal service. Chico’s currently operates 604 boutiques and 83 outlets throughout the U.S., publishes a monthly catalog and offers round-the-clock shopping at www.chicos.com.

White House | Black Market strives to make women feel beautiful with apparel and accessories in the honest simplicity of black and white and the individuality of styles built from it. White House | Black Market currently operates 363 boutiques and 25 outlets,

publishes a catalog highlighting its latest fashions and connects with customers at www.whbm.com.

Soma Intimates offers beautiful and sensual lingerie, loungewear and beauty. Soma Intimates currently operates 168 boutiques and 17 outlets, publishes a catalog coinciding with key shopping periods and sells direct-to-consumer at www.soma.com.

Boston Proper is a leading direct-to-consumer retailer of women’s high-end apparel and accessories. Boston Proper provides unique, distinctive fashion designed for today’s independent, confident and active woman. The merchandise focus is about creating a daring, modern style with a sensual feel and is available exclusively through the Boston Proper catalog and website, www.bostonproper.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 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 on Chico’s FAS, Inc., please go to our corporate website, www.chicosfas.com.