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) January 9, 2006

CHARMING SHOPPES, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	000-07258	23-1721355
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

450 WINKS LANE, BENSALEM, PA 19020

(Address of principal executive offices) (Zip Code)

(215) 245-9100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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:

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

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

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

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

Item 7.01. Regulation FD Disclosure.

On January 9, 2006 we issued a press release reporting, that we are scheduled to participate in the SG Cowen 4^th Annual Consumer Conference on Tuesday, January 10, 2006, at 10:30 a.m., Eastern time.

The press release is attached as Exhibit 99 to this report, and a copy of our slide presentation is attached as exhibit 99.1 to this report.

Our presentation will contain certain forward-looking statements concerning our operations, performance, and financial condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: failure to implement our business plan for entry into the outlet store distribution channel, failure to successfully integrate the operations of Crosstown Traders, Inc. with Charming Shoppes, Inc., the failure to implement our business plan for increased profitability and growth in the plus-size women's apparel business, the failure to successfully implement our business plan for Crosstown Traders, Inc., changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, a weakness in overall consumer demand, failure to find suitable store locations, the ability to hire and train associates, trade restrictions and political or financial instability in countries where our goods are manufactured, the interruption of merchandise flow from our centralized distribution facilities, competitive pressures, and the adverse effects of acts or threats of war, terrorism, or other armed conflict on the United States and international economies. These, and other risks and uncertainties, are detailed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended January 29, 2005 and other Company filings with the Securities and Exchange Commission. We assume no duty to update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

In accordance with general instruction B.2 to Form 8-K, the information included in this Item 7.01, and the exhibits attached hereto, shall be deemed to be “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99	Charming Shoppes, Inc. press release dated January 9, 2006.
99.1	Charming Shoppes, Inc. SG Cowen 4th Annual Consumer Conference slide presentation.

1

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.

	CHARMING SHOPPES, INC.
	(Registrant)
Date: January 9, 2006	S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99	Charming Shoppes, Inc. press release dated January 9, 2006.
99.1	Charming Shoppes, Inc. SG Cowen 4th Annual Consumer Conference slide presentation.

3

EX-99

EXHIBIT 99

CHARMING SHOPPES TO PARTICIPATE IN THE SG COWEN & CO. 4^TH ANNUAL CONSUMER CONFERENCE

Bensalem, PA, January 9, 2006 - Charming Shoppes, Inc., (NASDAQ:CHRS) a leading multi-channel specialty apparel retailer specializing in women's plus-size apparel, is scheduled to participate in the SG Cowen 4^th Annual Consumer Conference on Tuesday, January 10, 2006, at 10:30 a.m., Eastern time.

Eric M. Specter, Chief Financial Officer and Executive Vice President, Steven R. Wishner, Sr. Vice President, Finance, Strategy and Business Development, and Gayle M. Coolick, Director of Investor Relations, will represent Charming Shoppes at the conference. The audio portion of the presentation will be available at

http://www.corporate-ir.net/ireye/confLobby.zhtml?ticker=CHRS&item_id=1188776.

The Company’s slide presentation will be available on the Company’s corporate website, at http://www.charmingshoppes.com/investors/manage/index.asp, at 10:30 a.m.

Charming Shoppes, Inc. operates 2,265 retail stores in 48 states under the names LANE BRYANT®, FASHION BUG®, FASHION BUG PLUS®, and CATHERINES PLUS SIZES®. Additionally, apparel, accessories, footwear and gift catalogs, including the following titles, are operated by Charming Shoppes’ Crosstown Traders: Old Pueblo Traders, Bedford Fair, Willow Ridge, Lew Magram, Brownstone Studio, Regalia, Intimate Appeal, Monterey Bay Clothing Company, Coward Shoe and Figi's. Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

The Company’s presentation will contain certain forward-looking statements concerning the Company's operations, performance, and financial condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: failure to implement the Company’s business plan for entry into the outlet store distribution channel, failure to successfully integrate the operations of Crosstown Traders, Inc. with Charming Shoppes, Inc., the failure to implement the Company's business plan for increased profitability and growth in the plus-size women's apparel business, the failure to successfully implement the Company’s business plan for Crosstown Traders, Inc., changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, a weakness in overall consumer demand, failure to find suitable store locations, the ability to hire and train associates, trade restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from its centralized distribution facilities, competitive pressures, and the adverse effects of acts or threats of war, terrorism, or other armed conflict on the United States and international economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2005 and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

CONTACT:	Gayle M. Coolick
	Director of Investor Relations
	215-638-6955

EX-99.1

EXHIBIT 99.1

1

SG Cowen

4^th Annual Consumer
Conference

January 10, 2006

2

Eric M. Specter
Chief Financial Officer and

Executive Vice President

Steven R. Wishner
Sr. Vice President
Finance, Strategy and

Business Development

Gayle M. Coolick

Director of Investor Relations

3

Forward-Looking Statements

This presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: failure to implement the Company's business plan for entry into the outlet store distribution channel, failure to successfully integrate the operations of Crosstown Traders, Inc. with Charming Shoppes, Inc., the failure to implement the Company's business plan for increased profitability and growth in the plus-size women's apparel business, the failure to successfully implement the Company's business plan for Crosstown Traders, Inc., changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, a weakness in overall consumer demand, failure to find suitable store locations, the ability to hire and train associates, trade restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from its centralized distribution facilities, competitive pressures, and the adverse effects of acts or threats of war, terrorism, or other armed conflict on the United States and international economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2005 and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

4

A Multi-Channel Retailer

America’s Leading Plus-Size Women’s Specialty
Apparel Retailer, With Approximately 40%

Market Share

The 3rd Largest Women’s Specialty Apparel
Retailer, With 2,265 Lane Bryant, Fashion Bug
And Catherines Plus Sizes Retail Stores

A Leading U.S. Apparel And Specialty Catalog
Retailer, Through Crosstown Traders

$2.7 Billion In Projected Annual Sales For The
Fiscal Year Ending January 28, 2006

5

Our Retail Store Brands

6

•

A Leading Direct Marketer of Women’s
Apparel And Gifts

–

Acquired June 2, 2005

–

Approximately $460 Million In Revenue In 2004

–

11 Catalog Titles, Including Apparel, Footwear,
Accessories and Gifts

–

40% Of Apparel Sales From Plus Apparel

–

Active Customer Base Of Nearly 4 MM
Households

Crosstown Traders

7

Selected Catalog Titles

8

A Multi-

Channel
Retailer

Bricks And
Mortar

Catalog

E-Commerce

Outlet

9

Single Channel

Customer

e-Com First Customers

Are Worth Almost

3x More Than A Single

Channel Shopper

Retail First Customers

Are Worth 4x More

Than A Single Channel

Shopper After 3 Years

*Source: Forrester Research (WSJ 09/03/04) and Charming Shoppes Research

Multi-channel Customers
Have A Higher Annual Spend Than
Single-channel Customers

10

Long-Term Growth Strategy

•

Grow By Leveraging Our Leading
Position As A Women’s Multi-channel
Specialty Retailer Through:

–

Growth In Catalog And Other Direct-to-

Consumer Businesses

–

Accelerated Growth In E-Commerce

–

Expansion Of Our Retail Store Base

–

Entry Into The Outlet Store Channel

11

•

The Catalog Channel Is The Second Largest
Apparel Channel

•

Multi-Channel Customers Have A Greater

Annual Spend

•

Direct-to-Consumer Channels, Including
Catalogs, Are Disproportionately Important To
The Plus-Size Customer

–

Accounts For Approximately 7% Of Large Size
Women’s Apparel Sales, Compared To 4% Of
Misses Size Apparel Sales

The Catalog Channel

12

•

Lane Bryant^® Catalog

•

Leverage Our Extensive Customer
Database To Drive Sales

•

Catalog Expansion

–

Catherines Shoes

–

Home, Etc.

Growth In Catalog

13

Prior To Charming Shoppes’ 2001
Acquisition Of Lane Bryant, “Lane Bryant”
Catalog Naming Rights Were Licensed To
A Third Party

Today, The Lane Bryant Catalog,

Operated By A Third Party, Produces

Annual Revenues Of More Than $300

Million*

In October 2007, The Trademark For The
Lane Bryant Catalog Reverts To Lane
Bryant

The Lane Bryant Catalog

* Charming Shoppes’ Management Estimate

14

61mm

CHRS

22mm

CXT

75mm

Net Customers

+

=

Database Synergies

•

Charming’s Customer Database Provides:

–

Cross-Selling Opportunities For Crosstown Traders

–

A Vehicle To Drive Increased Sales Through
Existing And Future Catalog Titles

•

Crosstown’s Customer File Further 

Enhances Charming Shoppes’ 

Impressive Customer

Database

15

Catalog Expansion Opportunities

We Are Developing New Catalogs,
Employing The Strong Infrastructure
Gained Through Crosstown Traders

16

•

Momentum In Growth From The Multi-

Channel Structure

•

Crosstown Expertise And Infrastructure
Platforms Support A More Profitable     
E-Commerce Sales Model

Accelerate Growth In

E-Commerce

17

Our E-Commerce Brands

18

•

Grow Lane Bryant Full-Line Stores
From 760 To 1,000

–

Primarily Strip and Lifestyle Based
Growth

•

Lower Occupancy Rates

•

Higher Comp Performance

•

More Convenient Than Malls

Expansion Of Our Retail
Store Base

19

Strip Center Lane Bryant

20

In Addition, We Are Testing
New, Exciting Store
Concepts At Lane Bryant
For Increased Productivity

New Store Concepts

21

Cacique Side By Side

Garland, Texas

22

Cacique Side By Side

Pembroke Pines, Florida

23

•

Allows Charming Shoppes To Immediately
Increase Our Market Position In Plus-Sizes

•

The Outlet Channel Presents An Additional Growth
Vehicle For Charming Shoppes

–

Projected Expansion To 150 Stores

–

Outlet Growth Is In Addition To Our 1,000 Lane
Bryant Full-Line Store Goal

•

Our Initial Outlet Strategy Includes The

Assumption Of Approximately 75 Store Leases,

Previously Operated By Casual Corner Outlet,

Effective April 1, 2006

Entry Into The Outlet Channel

24

•

Our Flagship Chain Gains A Significant Presence

In Many Of The Country's Leading Outlet Centers

•

Outlet Provides An Additional Venue To Service

And Expand Our Lane Bryant Customer Base

•

Merchandise

–

The Outlet Stores Will Be Anchored With Product
Developed Exclusively For The Outlet Stores

–

Look And Styling Of Product Will Be Consistent With
Full-Line Stores

–

Brand Consistency Is Key

Lane Bryant^® Outlet

25

26

Financial Review

27

•

Highlights:

•

12% Revenue Growth; Includes $143 MM From Crosstown

•

130 bps Expansion In The Gross Margin

•

120 bps Expansion In The Pretax Margin, On Top Of 300 bps
Improvement A Year Ago

•

34% Year Over Year Growth In Net Income

Nine Months Performance

28

•

Highlights:

•

17% Revenue Growth

•

30 bps Expansion In The Gross Margin

•

70 bps Leverage in SG&A

•

Approximately 50% Year over Year Growth In Net Income, On Top Of

A 70% Increase Last Year

•

2 Year CAGR Of 59% In Net Income

Projected Financial Performance
(Fiscal Year Ending January 28, 2006)

29

*   Please Refer To http://www.charmingshoppes.com/investors/earnings/index.aspFor A Reconciliation Of

    GAAP To Non-GAAP Financial Measures.

2005 Financial Metrics
(Fiscal Year Ending January 28, 2006)

•

Capital Expenditures Projected

At Approximately $100 Million^(e)

•

70 New Stores Opened

•

Free Cash Flow* Projected At
Approximately $65 Million

•

Depreciation And Amortization

Of $80 - $85 Million^(e)

30

•

Highlights:

•

$100 Million In Cash Utilized For The Purchase Of Crosstown
Traders During June 2005

•

Additional Debt Of $110 Million Associated With Purchase Of
Crosstown Traders

Selected Balance Sheet Data

($ in Millions)                   10/30/04              10/29/05

Cash and                    $205                    $173

Investments

Debt                           $226                    $310

Total Assets            $1,314                 $1,663

31

*   Please Refer To http://www.charmingshoppes.com/investors/earnings/index.aspFor A Reconciliation Of

    GAAP To Non-GAAP Financial Measures.

Financial Goals

•

EBIT* Margins – Drive Our EBIT Margins Up To
The 7% - 8% Range Over The Next Few Years,
On A Higher Revenue Base

–

Increase Sales and Gross Margin in All Brands
And Channels

•

Deliver On Synergistic Opportunities To Drive
Earnings Performance

•

Maintain Strong Liquidity From Internally
Generated Free Cash Flow and Bank Credit

Line

32

SG Cowen

4^th Annual Consumer
Conference

January 10, 2006

33

SG Cowen

4^th Annual Consumer
Conference

January 10, 2006

34

SG Cowen

4^th Annual Consumer
Conference

January 10, 2006

35

Addendum

36

Our
Differentiated
Retail Store
Brands

37

Our Retail Store Brands

38

Classic

Fashion

Low-moderate

Moderate/
Mainstream

Better

The Leader In Specialty
Plus-Sizes

39

Our Retail Store Brands

40

Our Retail Stores

41

www.lanebryant.com

She Is 20-45 Years Old

She Loves Fashion

She Is A Contemporary
Woman Of Many Lifestyles
– Work, Casual, Active

Key Differentiators:

Fashion and Lifestyle

42

•

Lane Bryant Is The Nation’s Leading Brand In
Plus-Size Fashion Apparel

•

Lane Bryant Is The Most Recognized Name In
Women’s Plus-Size Clothing

•

The Lane Bryant Brand Is 100 Years Strong

•

Lane Bryant Caters To 62%* Of The Female
Population

•

Lane Bryant, In The Mind Of The Consumer,
“Means” Plus-Sizes

*Source: AOA Overweight Prevalence

43

She Is Mainstream, 20-54

She Is Value-Minded

She Often Has A Blue-Collar Job

She LOVES Selection

She is Fashion Right

Key Differentiators:

Value and Fashion

www.fashionbug.com

44

www.catherines.com

She’s Our Baby-Boomer, 40-65

She Considers FIT Critical

She is a Career Woman

Her Fashion Tastes Tend Toward
Classic Apparel

Offering Plus-Sizes, Petite Plus-

Sizes, and Extended Plus-Sizes

Key Differentiators:

Fit and Special Sizes

45

*Source: Derived from NPD Research

Leading Market Share In Denim

•

We Hold The #1 Market Share In Specialty
Plus-Size Denim

•

Lane Bryant’s Venezia® Private Label Is The
Leading Jean In Specialty Plus-Sizes

•

Our Overall Share of Women’s Plus-Denim Is
Approximately 15%*

•

We Plan To Continue To Grow Our Share
Through The Offering Of Private Label And
National Brand Premium Jeans At Each Of Our
Brands

46

Denim Brands

47

#1 Market Share In Specialty Plus-Size Intimate
Apparel

Lane Bryant’s Cacique® Intimate Apparel Brand Is
The Leading Brand in Specialty Plus-Sizes

Our Overall Share of Women’s Plus-Intimates Is
Approximately 10%*

We Plan To Continue To Grow Our Share
Through The Expansion Of Intimate Apparel At
Each Of Our Brands

*Source: Derived from NPD Research

Leading Market Share In Plus
Intimate Apparel

48

Intimate Apparel Private Labels

49

50

Crosstown Traders’ Operations

•

Steve Lightman, President, Has Been With The Company For
Over 23 Years

•

Headquartered In Tucson, AZ, With Offices In Phoenix, AZ,
Greenwich, CT; Carlsbad, CA, Wilmington, NC, And Several
Sites In Central Wisconsin

•

Crosstown Traders Offers Proprietary Credit Products To Its
Customer Base, And Direct-to-Consumer Shopping Channels

Of Both Catalog And E-commerce

•

3 Distribution Centers And 850 Call Center Seats

•

1,400 Full Time And 2,000 Seasonal Employees

51

The Apparel Group’s

Largest Catalog

“Head-to-Toe” Focus

Sportswear, Ready to Wear,

Intimate Apparel, Shoes

and Accessories

Large Selection of Styles,

Sizes, and Colors

Traditional, Comfortable,

Easy-Care Styles

oldpueblotraders.com

52

Sleepwear, Shapewear,

Loungewear, Active Wear,

and Special Needs Items

Designed to Expand Intimate

Apparel Selections in

Other Publications

Targets Conservative Customer

Offers Quality, Comfort, and

Traditional Styling

Sizes for the Average to Full Figure

intimateappeal.com

53

Ethnic Appeal

Working Blue Collar

Sportswear, Ready to Wear,
Intimate Apparel, Shoes,and
Accessories

Specialty Catalog That Offers
Customers Ease in Finding
Larger Sizes That Are  Difficult to
Find in Other Catalogs

regaliaonline.com

54

Current Looks Without

Being Fashion Forward

Mainly Private Label
Targeted to the Value
Conscious Customer

Office and Multi-purpose
Clothing in Easy Care
Fabrics with an Easy Fit

bedfordfair.com

55

Price-Conscious Customers

“Clothes That Do

More For Less”

Staple Items with

Classic Styling For

the Polished, Mature Lady

willowridgecatalog.com

56

Targets Moderate Income Women

Who Want to be Noticed and

Are Attuned to Current Fashion

Maximum Attitude and Sexy

Traditional Catalog Categories:

Suits, Dresses, and Sportswear

“Runway Fashions at Runaway Prices”

Offers an Array of Leather,

Suede, and Outerwear

(including Furs)

All Size Ranges and Larger Misses

lew-magram.com

57

Targets the Higher Income,

Comfortably Retired,

Suburban Woman

Wide Range of Daytime and

Evening Looks Plus

Loungewear, Shoes, and

Accessories

Head-to-Toe Coordination

Is Key

All Size Ranges and Larger Misses

brownstone-studio.com

58

Classic Styling

Unique Sophisticated Details

Flattering and Feminine

Rich Colors and Texture

Casual and Versatile

shopthebay.com

59

Casual and Dressy Footwear

Traditional and Contemporary Styles

Designed to Expand Footwear

Selection in Other Publications

Some Accessory Items

Hats and Handbags

All Sizes and Widths

4-13, N, M, W to WWWW

cowardshoe.com

60

Casual and Dressy Footwear

Traditional and Contemporary
Styles

bedfordfair.com

61

Specializing In Exquisite
Holiday Fare

Special Gift Assortments,
Collectible Treasures,
Exclusive And
Personalized Items.

Gift-giving Convenience

figis.com

62

Intellifit

63

SG Cowen

4^th Annual Consumer
Conference

January 10, 2006

64

SG Cowen

4^th Annual Consumer
Conference

January 10, 2006

65

SG Cowen

4^th Annual Consumer
Conference

January 10, 2006