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) February 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 February 9, 2006 we issued a press release reporting that we are scheduled to participate in the CitiGroup 2006 Retail Conference on Thursday, February 9, 2006, at 8:10 a.m., Eastern time.

The press release is attached as Exhibit 99.1 to this Report on Form 8-K, and a copy of our slide presentation is attached as exhibit 99.2 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
99.1	Charming Shoppes, Inc. press release dated February 9, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the CitiGroup 2006 Retail Conference.

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: February 9, 2006	S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Charming Shoppes, Inc. press release dated February 9, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the CitiGroup 2006 Retail Conference.

3

EX-99.1

EXHIBIT 99.1

CHARMING SHOPPES TO PARTICIPATE IN THE

CITIGROUP 2006 RETAIL CONFERENCE; PRESENTS GROWTH STRATEGY

Bensalem, PA, February 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 CitiGroup 2006 Retail Conference on Thursday, February 9, 2006, at 8:10 a.m., Eastern time.

Dorrit J. Bern, Chairman of the Board, President and Chief Executive Officer, Lorna E. Nagler, President of Lane Bryant, Eric M. Specter, Executive Vice President and Chief Financial Officer, 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.

During the presentation, Dorrit Bern plans to discuss the Company’s strategic initiatives designed to drive annual revenue at Charming Shoppes from approximately $2.75 billion during the fiscal year ended January 28, 2006, to approximately $4 billion within the next three to four years.

These initiatives include:

·   an acceleration of new store growth, primarily at the Lane Bryant brand

·   roll-out Lane -Bryant’s’ new Cacique side-by-side store, capitalizing on Lane Bryant’s #1 market share in plus-size intimate apparel

·   Lane Bryant’s entry into the outlet stores channel

·   significant expansion in catalog revenues, including the introduction of several new catalogs

·   accelerated growth in e-commerce

Based on the Company’s growth initiatives, and building on its multi-brand, multi-channel strategy, financial plans over the next three to four years include:

·   Compounded annual growth rate in the low-teens for net sales

·   Compounded annual growth rate in the mid-teens for net income

·   EBIT margins in the 7% - 8% range, on a significantly higher revenue base

The audio portion of the presentation will be available at http://www.veracast.com/webcasts/citigroup/retail06/45402188.cfm. The Company’s slide presentation will be available on the Company’s corporate website, at http://www.charmingshoppes.com/investors/manage/index.asp at 8:10 a.m.

Charming Shoppes, Inc. operates 2,236 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.

This press release and the Company’s presentation 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

EX-99.2

1

Citigroup

2006 Retail Conference

February 9, 2006

2

Dorrit J. Bern
Chairman, CEO and President

Eric M. Specter
Executive Vice President and

Chief Financial Officer

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

Management Estimate

A Multi-Brand,
Multi-Channel
Retailer

$2.75 Billion* In Annual Sales
For The Fiscal Year Ended
January 28, 2006

5

Our Retail Store Brands

6

Selected Catalog Titles

7

Management Estimate

A Multi-Brand,
Multi-Channel
Retailer

Our Goal Is To Grow To $4 Billion*
In Annual Sales Over The Next
Three To Four Years

8

Our Growth Vehicles

•

Organic Store Growth

–

Square Footage Growth Of 5% In Fiscal
Year 2007

•

Capitalize On And Grow Our #1 Plus
Intimate Apparel Market Position
Through Cacique

•

Entry Into Outlet Channel

•

Expansion Of Catalog

•

Accelerate Growth In E-Commerce

9

Bricks And Mortar
Growth Plans

10

•

Expand Our Lane Bryant Stores To
1,000

–

Primarily Strip and Lifestyle Based

•

Current Lane Bryant Store Produces
$1.3 - $1.4 Million In Revenues

–

Majority Of Stores In New Cacique
Side By Side Format

Lane Bryant Stores

11

12

•

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

•

During 2005, We Tested A New Store Concept
For Additional Growth In Intimates

•

Our Cacique Side By Side Stores Provide
Compelling Store Economics

–

In Strip And Lifestyle Centers, Average Sales Per
Store Of $1.6 - $1.8 Million

–

Higher Sales Productivity Per Store

Cacique Side By Side

Source: Derived from NPD Research

13

Cacique Side By Side

Garland, Texas

14

Cacique Side By Side

Pembroke Pines, Florida

15

Cacique Side By Side

Pembroke Pines, Florida

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•

Entry Into The Outlet Channel

–

Anchored With Product Developed
Exclusively For Outlet

–

Approximately 75 Stores To Open
During July/August 2006

–

Projected Expansion To A Total Of
150 Stores Over Time

Lane Bryant Outlet

Management Estimate

17

18

Catalog
Growth Plans

19

The Lane Bryant
Catalog,
Operated By
Redcats USA,
Today Produces
Annual Revenues
Of More Than
$300 Million

The Lane Bryant Catalog

Charming Shoppes’
Management Estimate

Lane Bryant Catalog Owned And Operated by Redcats USA

20

The Reversion
Of The
Trademark
For the Lane
Bryant Catalog
Is Planned For
October 2007

The Lane Bryant Catalog

Lane Bryant Catalog Owned And Operated by Redcats USA

21

Launch New Titles

•

Leverage Our Catalog Infrastructure To
Launch:

–

Lane Bryant Apparel

–

Lane Bryant Home

–

Lane Bryant Footwear

–

Catherines Apparel

–

Catherines Home

–

Fashion Bug Apparel

–

Fashion Bug Home

–

Fashion Bug Footwear

22

23

24

25

•

Our Combined Customer Databases
Include 75 Million Unique Names

•

We Will Leverage Our Extensive Database
To Drive Sales

•

Charming’s Database Provides
Cross-Selling Opportunities For Crosstown,
And A Vehicle To Drive Increased Sales
Through Existing And Future Catalogs

Catalog:
Our Growth Opportunities

26

•

E-Commerce Sales Have Doubled In
Each Of The Last 2 Years

•

Use Multi-Channel Structure To Drive
Additional Growth In E-Commerce

–

Intimate Apparel Web Mall

–

ShoeTrader.com

Accelerate Growth In        
E-Commerce

27

OUTLETS

CATALOG

$4 Billion

$100 Million

$800 Million

MULTI-BRAND

MULTI-CHANNEL RETAILER

BRICKS &
MORTAR

$2.9 Billion

E-COMMERCE

$200 Million

Our Three To Four
Year Financial
Plans Include:

28

Financial Review

29

•

Highlights (projections):

•

18% Revenue Growth

•

30 bps Expansion In The Gross Margin, 80 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

FY 2006 Projected Financial Performance

(Fiscal Year Ended January 28, 2006)

30

FY 2007 Projected Financial Plan
(Fiscal Year Ending February 3, 2007)

•

Revenue Growth Of 11% - 13%

•

Gross Margin Of 29.0% - 29.5%

•

Merchandise Margin Expansion

•

SG&A Ratio Of 23.5% - 24.0%

•

EPS Growth Of 10% - 12%, To
$0.81 - $0.83

31

   Please Refer To http://www.charmingshoppes.com/investors/earnings/index.asp For A Reconciliation Of GAAP
To Non-GAAP Financial Measures. (e) - Management Estimate.

FY 2007 Financial Metrics^(e)

(Fiscal Year Ending February 3, 2007)

•

Capital Expenditures (Gross)
Projected At Approximately $135
Million^(e)

•

155 New Stores, Including 75 Outlets

•

Free Cash Flow* Projected At
Approximately $60 Million

•

Depreciation And Amortization Of $80
- $85 Million^(e)

32

•

Highlights:

•

$100 Million In Cash Utilized For The Purchase Of Crosstown
Traders During FY 2006

•

Additional Debt Of $110 Million Associated With Purchase Of
Crosstown Traders During FY 2006

Selected Balance Sheet Data

(Fiscal Years Ended January 28, 2006 and January 29, 2005)

($ in Millions)                                                    FY 2006^(e)                        FY 2005

_______________________________________________________________________

Cash and                             $180                              $273

Investments

Long Term Debt                   $205                              $225

Total Assets                      $1,600                          $1,304

33

Summary Of Financial Projections

•

Based On Our Growth Opportunities And Building On
Our Multi-Channel Strategy, Our Three To Four Year
Financial Plans Include:

–

CAGRs In The Low-Teens For Net Sales

–

CAGRs In The Mid-Teens For Net Income

–

EBIT Margins In The 7% - 8% Range, On The Higher
Revenue Base

•

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

34

Citigroup

2006 Retail Conference

February 9, 2006

35

Citigroup

2006 Retail Conference

February 9, 2006

36

Citigroup

2006 Retail Conference

February 9, 2006