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) July 10, 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 July 10, 2006 we issued a press release reporting that we are scheduled to participate in the CIBC World Markets 6^th Annual Consumer Growth Conference on Tuesday, July 11, 2006, at 3:30 p.m., Eastern time.

The press release and a copy of our slide presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 8-K.

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, the failure to implement our business plan for increased profitability and growth in our retail stores and direct-to-consumer segments, the failure to successfully implement our expansion of Cacique through new store formats, the failure to successfully implement our integration of operations of, and the business plan for, Crosstown Traders, Inc., adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog offerings, failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, failure to find suitable store locations, the ability to hire and train associates, trade and security restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from our centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of either, 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 28, 2006 and our other 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 July 10, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the CIBC World Markets 6th Annual Consumer Growth 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: July 11, 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 July 10, 2006.
99.2	Charming Shoppes, Inc. slide presentation for the CIBC World Markets 6th Annual Consumer Growth Conference.

3

EX-99.1

EXHIBIT 99.1

CHARMING SHOPPES TO PARTICIPATE IN THE

CIBC WORLD MARKETS 6^TH ANNUAL

CONSUMER GROWTH CONFERENCE

Bensalem, PA, July 10, 2006 - Charming Shoppes, Inc., (NASDAQ: CHRS) a leading multi-brand, multi-channel specialty apparel retailer specializing in women's plus-size apparel, is scheduled to participate in the CIBC World Markets 6^th Annual Consumer Growth Conference on Tuesday, July 11, 2006, at 3:30 p.m., Eastern time.

Dorrit J. Bern, Chairman of the Board, President and Chief Executive Officer, 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 Company’s slide presentation and the audio portion of the presentation will be available live at http://www.charmingshoppes.com/investors/manage/index.aspbeginning at 3:30 p.m., Eastern time. A replay of the presentation will be available for approximately 90 days.

Charming Shoppes, Inc. operates 2,251 retail stores in 48 states under the names LANE BRYANT^®, FASHION BUG^®, FASHION BUG PLUS^®, CATHERINES PLUS SIZES^®, and LANE BRYANT OUTLET™. 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, the failure to implement the Company’s business plan for increased profitability and growth in the Company’s retail stores and direct-to-consumer segments, the failure to successfully implement the Company’s expansion of Cacique through new store formats, the failure to successfully implement the Company’s integration of operations of, and the business plan for, Crosstown Traders, Inc., adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog offerings, failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, failure to find suitable store locations, the ability to hire and train associates, trade and security 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 natural disasters, war, acts of terrorism or threats of either, 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 28, 2006 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-99.2

EXHIBIT 99.2

CIBC World Markets

6th Annual Consumer

Growth Conference

July 11, 2006

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, Investor Relations

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, the failure to implement the Company’s business plan
for increased profitability and growth in the Company’s retail stores and
direct-to-consumer segments, the failure to successfully implement the Company’s
expansion of Cacique through new store formats, the failure to successfully implement
the Company’s integration of operations of, and the business plan for, Crosstown
Traders, Inc., adverse changes in costs vital to catalog operations, such as postage,
paper and acquisition of prospects, declining response rates to catalog offerings,
failure to maintain efficient and uninterrupted order-taking and fulfillment in our
direct-to-consumer business, changes in or miscalculation of fashion trends, extreme
or unseasonable weather conditions, economic downturns, escalation of energy costs,
a weakness in overall consumer demand, failure to find suitable store locations, the
ability to hire and train associates, trade and security 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 natural disasters, war, acts of terrorism or threats of either, 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 28, 2006 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.

*Management Estimate, Fiscal Year 2007

A Multi-Brand,

Multi-Channel
Retailer

$3 Billion* In Annual

Sales

Our Retail Store Brands

Selected Catalog Titles

We Are Continuing

To Execute On An
Exciting Growth
Strategy, Leveraging
Our Brands Through
Multiple Channels

•

Charming Shoppes’ Plus

Apparel Brands Serve 62% Of
The Adult Female Population

•

The Average Size Of The

American Woman Is 14

•

Plus Apparel Is The Fastest

Growing Apparel Group

Growth Strategy:

Catering To A Growing
Demographic

•

Lane Bryant Holds The #1 Market

Position In Women’s Specialty Plus
Apparel, With Approximately 10%
Share Of The Total Women’s Plus
Apparel Market*

•

Lane Bryant Is Our Most Profitable

Business, With The Highest Sales Per
Square Foot Productivity

*Derived From NPD Group Data

Growth Strategy:

Expanding The Leading
Brand In Plus-Sizes

•

Grow Lane Bryant To 1,000

Stores

•

330 New Cacique Intimate

Apparel Stores

•

Launch Lane Bryant Outlet Chain

–

75 Stores This Month

–

Growing to 150 Stores

•

Lane Bryant Catalog

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

•

Organic Store Growth

–

We Will Grow The Lane Bryant

Brand From 750 Stores To
1,000 Stores

–

Growth Of Our Largest Store

Brand – Lane Bryant –
Contributes To Both Our Top
Line And Operating Margin
Expansion

Growth Strategy:  

BricksAnd Mortar

•

Expand Lane Bryant From 750 To

1,000 Stores*

Organic Store Growth

*Management Estimate

•

Location, Location, Location

–

Our Bricks And Mortar Growth Is

Focused On Strip Centers

–

Real Estate Development Of Strip Based

Centers Are Outpacing Growth In
Traditional Malls

–

With Lower Occupancy Costs And

Comparable Sales Volume, Our
Migration To Strip Centers Contributes
To Operating Margin Expansion

Growth Strategy:

 BricksAnd Mortar

•

Migrating Our

Store Locations
To Strip And
Lifestyle
Centers

•

Ultimately,

50%* Of Lane
Bryant Stores
Will Be Located
In Strip And
Lifestyle
Centers

Organic Store Growth

*Management Estimate

•

Grow Lane Bryant To 1,000

Stores

•

330 New Cacique Intimate

Apparel Stores

•

Launch Lane Bryant Outlet Chain

–

75 Stores This Month

–

Growing to 150 Stores

•

Lane Bryant Catalog

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

•

Our New Lane Bryant Store Concept

Is The Cacique Intimate Apparel Store

–

2,000 Square Feet Dedicated To

Intimates, With Its Own Front Entrance

–

Sales Per Square Foot Increases Of

20% - 25%

–

Growth To Approximately 330 Stores

Over The Next 3 – 4 Years

–

Contributes To Both Top Line And

Operating Margin Expansion

Growth Strategy: Cacique^®

Intimate Apparel Store

Current

With 1,000 Store

Goal Accomplished

Increasing Penetration Of   Cacique

Intimate Apparel Stores, Primarily
In Strip Centers

•

Grow Lane Bryant To 1,000

Stores

•

330 New Cacique Intimate

Apparel Stores

•

Launch Lane Bryant Outlet Chain

–

75 Stores This Month

–

Growing to 150 Stores

•

Lane Bryant Catalog

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

•

The Outlet Market For Apparel

–

Approximately $3.5 Billion⁽¹⁾ Annually

In Women’s Apparel

–

Shoppers Will Travel Up To 75 Miles

To Outlet Centers, As Opposed To
An Average Of 10 Miles For Malls⁽²⁾

–

Outlets Are Destination Locations,

With 96% Of Outlet Shoppers Making
At Least One Purchase⁽³⁾

The Outlet Shopping

Channel

(1) Management Estimate; (2) ICSC; (3) Tanger Outlets market research

overview

•

Our Opportunity

–

Lane Bryant Outlet Is The Only “Pure

Play” Women’s Plus Specialist In The
Outlet Channel

•

Entry Into The Outlet Channel

–

Approximately 75 Lane Bryant Outlet

Stores To Open During July 2006

–

Projected Expansion To A Total Of 150

Stores* Over Time

–

Anchored With Product Developed

Exclusively For Outlet

Lane Bryant Outlet™

*Management Estimate

•

Outlet Product Strategy

–

Primarily Updated, Key Items,

Utilizing Our Direct Sourcing Group

–

Top Picks Of Current Fashion

–

Best Sellers From Previous Season

–

Selected National Brands

–

Adding Footwear, Social Occasion

Lane Bryant Outlet™

•

Lane Bryant Outlet Stores Are

Expected To Operate At Revenue
And Operating Margin Levels That
Meet Or Exceed* Those Of Lane
Bryant's Average Retail Store
Units

•

Contributes To Both Top Line And

Operating Margin Expansion

Lane Bryant Outlet™

*Management Estimate

•

Grow Lane Bryant To 1,000

Stores

•

330 New Cacique Intimate

Apparel Stores

•

Launch Lane Bryant Outlet Chain

–

75 Stores This Month

–

Growing to 150 Stores

•

Lane Bryant Catalog

–

Currently, A $300 Million* Business

*Management Estimate

Key Growth Initiatives

The Lane Bryant

Catalog, Operated By
Redcats USA, Today
Produces Annual
Revenues Of More
Than $300 Million*
And Is America’s
Largest Plus Apparel
Catalog

The Lane Bryant Catalog

* Charming Shoppes’ Management Estimate

Lane Bryant Catalog Owned And

Operated by Redcats USA

The Reversion Of

The Trademark
For The

Lane Bryant

Catalog Occurs In  October 2007

The Lane Bryant Catalog

Lane Bryant Catalog Owned And

Operated by Redcats USA

•

Our Plans Are To Launch The Lane Bryant

Catalog In October 2007

•

Successful Catalog Companies Produce An

Operating Margin In The 8% - 12% Range

•

We Further Leverage The Operations And

Infrastructure Of Crosstown Traders, Which
Already Performs With An Operating Margin
In Line With Successful Operators

•

Contributes To Both Top Line And

Operating Margin Expansion

Growth Strategy:

LaneBryant Catalog

Growth Strategy:

Summary

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

Charming Shoppes:

A Multi-Brand,
Multi-Channel Growth
Retailer

Our Goal Is To Grow To

$4 Billion In Annual Sales
Over The Next Three Four Years

$3 Billion*

$4 Billion*

*Management Estimates

Lane Bryant Brand Contributing More Than

40% Of Total Revenues

Revenue Growth Is Focused On

Our Highest Operating Margin
Businesses

OUTLETS

CATALOG

$4 Billion

$150 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:

Financial Review

•

Highlights:

•

18% Revenue Growth

•

         Improvement in Gross Profit Margin And Pre-Tax Margin

•

54% Net Income Growth, Following 70% Growth In The Prior Year

Year Over Year Financial

Performance

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

•

•

22% Revenue Growth, With 1% Same Store Sales Increase

•

Improvement In Gross Margin And Merchandise Margin For Retail

Stores Segment

•

7% Improvement In Net Income

1^st Quarter Financial Performance

(Fiscal Quarters Ended April 29, 2006 and April 30, 2005)

* Management Estimate

FY 2007 Projected Financial Plan^*

(Fiscal Year Ending February 3, 2007)

•

Record Net Income In The 1^st Quarter

•

Leveraging The Lane Bryant Brand Through:

•

Development And Launch Of Lane Bryant Outlet

•

1^st Half Includes Pre-opening Operating Expenses Of

  Approximately $8.5 Million Pretax ($5.4 Million After Tax
  Or $0.04 Per Diluted Share)

•

Accelerated Growth Of Lane Bryant Stores

•

Developing The Launch Of The Lane Bryant Catalog

For Late 2007

•

Year Over Year Earnings Growth Planned

•

Continuing Operating Improvement At Lane Bryant

•

Accelerated Store Growth At Lane Bryant, With New

Cacique Intimate Apparel Store Format

•

Lane Bryant Outlet Attains Profitability In 3^rd Quarter

* Management Estimates

FY 2007 Projected Financial Plan^*

(Fiscal Year Ending February 3, 2007)

•

Revenue Growth Of 11% - 13%,

           To $3.0 - $3.1 Billion

•

Gross Margin Of 29.0% - 29.5%

•

Continued Merchandise Margin

Expansion In The Retail Brands

•

SG&A Ratio Of 23.5% - 24.0%

•

EPS Growth Of 10% - 12%,

                   To $0.81 - $0.83

•

Includes Pre-Opening Expenses For The

Outlet Division Of Approximately $0.04 Per
Diluted Share

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

Reconciliation Of GAAP To Non-GAAP Financial Measures.

(e) Management Estimate

FY 2007 Projected Financial

Metrics^(e)

(Fiscal Year Ending February 3, 2007)

•

Capital Expenditures Of Approximately

$140 - $150 Million^(e) $115 Million Last Year

•

Approximately 160 New Stores,

Including 75 - 80 Outlets

•

Free Cash Flow* Of Approximately

  $60 Million^(e)

•

Depreciation And Amortization Of

    $95 - $100 Million^(e)

•

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

($ in Millions)   4/29/061/28/06  4/30/05

Cash and     $167   $150                    $276

Investments

Long Term Debt       $203    $207      $200

Total Assets           $1,649 $1,567    $1,385

*Management Estimates

Summary*

•

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

•

Operating Margin Expansion On A Growing

Top Line

•

Maintain Strong Liquidity From Internally

Generated Free Cash Flow and Available
Bank Credit Line

CIBC World Markets

6th Annual Consumer

Growth Conference

July 11, 2006