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) March 12, 2007

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 March 12, 2007, we issued a press release reporting that we are scheduled to participate in the Bank of America 2007 Consumer Conference on Wednesday, March 14, 2007, at 9:40 a.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: 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 March 12, 2007.
99.2	Charming Shoppes, Inc. slide presentation for the Bank of America 2007 Consumer 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: March 14, 2007	/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 March 12, 2007.
99.2	Charming Shoppes, Inc. slide presentation for the Bank of America 2007 Consumer Conference.

3

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

CHARMING SHOPPES, INC. TO PARTICIPATE IN THE

BANK OF AMERICA 2007 CONSUMER CONFERENCE

Bensalem, PA., March 12, 2007 - 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 Bank of America 2007 Consumer Conference on Wednesday, March 14, 2007 at 9:40 a.m., Eastern time.

Steven R. Wishner, Senior 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.charming.com/investors/manage/index.asp, beginning at 9:40 a.m., Eastern time, on Wednesday, March 14, 2007. A replay of the presentation will be available for approximately 90 days.

Charming Shoppes, Inc. operates 2,378 retail stores in 48 states under the names LANE BRYANT^®, FASHION BUG^®, FASHION BUG PLUS^®, CATHERINES PLUS SIZES^®, LANE BRYANT OUTLET™ and PETITE SOPHISTICATE 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: 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 the Company's 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

Bank of America

Consumer

Conference

March 14, 2007

Steven R. Wishner

Sr. Vice President

Finance, Strategy and Business
Development

Gayle M. Coolick

Director of 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: 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
Focused On Special
Sizes With $3 Billion* In
Annual Sales

Our Core Retail Store Brands

Selected Catalog Titles

We Are Continuing To

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

A Multi-Brand, Multi-Channel Retailer

*Management Estimate

We Are Shifting The Mix

To Higher Operating
Margin Businesses, While
Growing Our Revenues
To $4 Billion* Over The
Next Several Years

Multi-Channel Expansion Opportunities

•

The Women’s Plus Apparel Market

Represented Approximately $18.5

Billion¹ In Sales During 2006

•

The Average Size Of The American

Woman Is 14¹

•

Plus Apparel Is Continuing To Outpace

The Overall Women’s Apparel Market¹

•

Charming Shoppes’ Plus Apparel Brands

Cater To 62%² Population

(1) Derived From NPD Group Data

(2) Source: AOA Overweight Prevalence

Our Market

•

Charming Shoppes Holds The #1 Market

Position In Women’s Specialty Plus Apparel,
With Over 40% Share*

•

Charming Shoppes Holds The #2 Market

Position In All Women’s Plus Apparel, With
Over 10% Share*

•

Lane Bryant Is The Leading Brand In

Women’s Plus Apparel

•

Lane Bryant Is Our Most Profitable Brand,

And Is Our Primary Brand Growth Vehicle

*Derived From NPD Group Data

Our Leading Position In Our

Market

•

Continue To Grow The Lane

Bryant Brand

–

Growth To 1,000 Stores, Including

Over 300 New Lane Bryant
Intimate Apparel Stores*

–

Double The Presence Of Lane

Bryant Catalog Outlet*

–

Launch The Lane Bryant Catalog

*Management Estimate

Key Growth Drivers

•

Grow Lane Bryant To 1,000 Stores*

–

Over 300 New Lane Bryant Intimate

Apparel Stores* Are Planned

•

2,000 Square Feet Dedicated To Intimates,

With Its Own Front Entrance

•

Contributes To Both Top Line And Operating

Margin Expansion

–

Continuing To Shift The Real Estate Mix

•

Ultimately, 50%* Of Lane Bryant Stores Will

Be Located In Strip And Lifestyle Centers

•

With Lower Occupancy Costs And

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

*Management Estimate

Lane Bryant Store Growth

•

Lane Bryant Outlet Is The Only “Pure

Play” Women’s Plus Specialist In The
Outlet Channel

•

Entry Into The Outlet Channel

–

During 2006, We Opened 82 Stores

–

Goal Is To Grow To 150 Stores*

–

Our Outlet Stores Are Operating At

Revenue And Operating Margin Levels
That Meet Or Exceed* Those Of Lane
Bryant's Average Retail Stores

–

Contributes To Both Top Line And

Operating Margin Expansion

Lane Bryant Outlet™

*Management Estimate

The Lane Bryant

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

Lane Bryant Catalog

*Management Estimate

•

Launch The Lane Bryant Catalog

–

The Reversion Of The Trademark For

The Lane Bryant Catalog Occurs In
October 2007

–

Charming Shoppes Plans To Launch

The Lane Bryant Catalog During The

4th Quarter Of Fiscal Year 2008*

*Management Estimate

Lane Bryant Catalog

Growth Strategy

Summary

*Management Estimate

Charming Shoppes:  A

Multi-Brand,
Multi-Channel Growth
Retailer

Our Goal Is To Grow To

  $4 Billion* In Annual Sales Over
The Next Several Years, While
Driving Operating Margins Into
The 7% - 8%* Range

$3 Billion*

$4 Billion*

*Management Estimate

Lane Bryant Brand Contributing More Than

45% Of Total Revenues

Shifting The Mix To Higher

Operating Margin Businesses

OUTLET

CATALOG

$4 Billion

$150 Million+

$800 Million

MULTI-BRAND

MULTI-CHANNEL RETAILER

BRICKS &

MORTAR

$2.9 Billion

E-COMMERCE

$200 Million

Our Long-Term Financial Plans* Include:

*Management Estimate

Bank of America

Consumer
Conference

March 14, 2007

Bank of America

Consumer
Conference

March 14, 2007

Bank of America

Consumer
Conference

March 14, 2007

Addendum

Financial Review

*Management Estimates

Long-Term Financial Plans*

•

Based On Our Growth Opportunities And

Building On Our Multi-Channel Strategy, Our
Long-Term Financial Plans Include:

–

CAGRs In The High Single Digits 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

•

Highlights:

•

Includes Pre-opening Operating Expenses Of Approximately $7.8 Million Pre-tax,

($5.0 Million After Tax Or $0.04 Per Diluted Share) Related To The Company's
Launch Of Charming Outlets

•

12% Revenue Growth, With 1% Same Store Sales Increase

9 Months Financial Performance

(Fiscal Periods Ended October 28, 2006 and October 29, 2005)

•

Highlights:

•

18% Revenue Growth

•

Improvement In Gross Profit Margin And Pre-Tax Margin

•

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

Prior Year Financial Performance

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

•

Highlights:

•

$100 Million In Cash Utilized For The Purchase Of Crosstown

Traders During Fiscal Year 2006

•

Additional Debt Of $110 Million Associated With Purchase Of

Crosstown Traders During FY 2006; Paid Down By End Of 3^rd Quarter Fiscal Year 2007

Selected Balance Sheet Data

($ in Millions)                                      10/28/06              1/28/06              10/29/05

Cash and                          $142                  $150                    $173

Investments

Long Term Debt              $184                  $207                    $245

Total Assets                 $1,686               $1,567                 $1,659

Our Differentiated

Retail Store
Brands

Our Retail Store Brands

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

Classic

Fashion

Low-moderate

Moderate/
Mainstream

Better

The Leader In Specialty

Plus-Sizes

Our Retail Store Brands

Our Retail Stores

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

•

Lane Bryant Is The Nation’s Leading

Brand In Women’s 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, In The Mind Of The

Consumer, “Means” Plus-Sizes

*Source: AOA Overweight Prevalence

•

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

Current

With 1,000* Lane Bryant

Store Goal Accomplished

*Management Estimate

Increasing Penetration Of Cacique

Intimate Apparel Stores, Primarily
In Strip Centers

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

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

www.petitesophisticate.c
om

She’s 35 – 55 Years Old

She Considers FIT Critical

Her Fashion Tastes Tend

Toward Traditional, Updated
Classic And Contemporary
Apparel

Offering Petite-Sizes

                In 0p – 14p For
                 Women 4’11” To 5’4”

Key Differentiators:

Fit and Special Sizes

•

We Hold The #1 Market Share

In Specialty Plus-Size Intimate
Apparel*

•

Lane Bryant’s Cacique®

Intimate Apparel Brand Is The
Leading Brand in Specialty
Plus-Sizes*

Leading Market Share In

Plus Intimate Apparel

*Derived from NPD Group Research

Intimate Apparel Private Labels

*Derived from NPD Group Research

Leading Market Share In

Plus 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*

Denim Brands

figure – 6 Issues A

Year, And A Book!

To Date, 7 Million Copies

Sold, With $17 Million
Magazine Copy Sales
Revenue

figure Initiatives Enhance Our
Branding Power

Crosstown Traders’ Operations

•

Headquartered In Tucson, AZ, With

Distribution Centers In Tucson, Wilmington,
NC, And Central Wisconsin

•

Crosstown Traders Offers Proprietary Credit

Products To Its Customer Base, And
Direct-to-Consumer Shopping Channels Of
Both Catalog And E-commerce

•

850 Call Center Seats

•

1,400 Full Time And 2,000 Seasonal

Employees

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

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

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

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

Price-Conscious

Customers

“Clothes That Do

More For Less”

Staple Items with

Classic Styling For

the Polished, Mature Lady

willowridgecatalog.com

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

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

Classic Styling

Unique Sophisticated Details

Flattering and Feminine

Rich Colors and Texture

Casual and Versatile

shopthebay.com

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

Casual and Dressy Footwear

Traditional and Contemporary

Styles

bedfordfair.com

Intellifit

Bank of America

Consumer
Conference

March 14, 2007