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 9, 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 July 9, 2007, we issued a press release reporting that we are scheduled to participate in the CIBC World Markets 7^th Annual Consumer Growth Conference on Tuesday, July 10, 2007, at 9:10 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 February 3, 2007 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 9, 2007.
99.2	Charming Shoppes, Inc. slide presentation for the CIBC World Markets 7th 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 10, 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 July 9, 2007.
99.2	Charming Shoppes, Inc. slide presentation for the CIBC World Markets 7th Annual Consumer Growth Conference.

3

EX-99.1

      

        EXHIBIT 99.1 

    

PRESS RELEASE

CHARMING SHOPPES, INC. TO PARTICIPATE IN THE

CIBC WORLD MARKETS 7^TH ANNUAL CONSUMER GROWTH CONFERENCE

Bensalem, PA.,  July 9, 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 CIBC World Markets 7^th Annual Consumer Growth Conference on Tuesday, July 10, 2007 at 9:10 a.m., Eastern time.

Eric M. Specter, Chief Financial Officer and Executive Vice President, 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 9:10 a.m., Eastern time, on Tuesday, July 10, 2007.  A replay of the presentation will be available for approximately 90 days.

Charming Shoppes, Inc. operates 2,409 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 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 February 3, 2007 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

Charming Shoppes, Inc.

CIBC World Markets 7th Annual
Consumer Growth Conference

July 10, 2007

2

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 February 3, 2007 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.

3

*Management Estimate

A Multi-Brand, Multi-Channel Retailer
Focused On Special Sizes With $3.1 Billion
In Annual Sales

 

Our Goal Is To Grow To $4 Billion* In
Annual Sales Over The Next Several Years
While Expanding Operating Margins

4

Our Differentiated
Retail Store Brands

5

Selected Catalog Titles

6

Our Strategy

Leveraging Our Brands Through
Multiple Channels

Shifting The Mix To Higher
Operating Margin Businesses

7

•Lane Bryant Retail Store Growth

>Growing The Brand From 796 To 1,000 Stores*

>Focused On Strip And Lifestyle Centers

>Our Largest Brand With Highest Operating
Margins

>300 Lane Bryant Intimate Apparel Stores*

•Grow The Outlet Channel

>90 Lane Bryant Outlet™ Stores In Operation,
Growing to 150 Stores*

•Launch The Lane Bryant Catalog

*Management’s Estimate Of Multi-Year Rollout Opportunity

Expanding The Lane Bryant Brand

8

9

•Our New Lane Bryant Store Concept Is The
Lane Bryant Cacique Intimate Apparel Store

>80 Side By Side Stores Currently In Operation,
Growing To 300* Stores

>2,000 Square Feet Dedicated To Intimates, With
Its Own Front Entrance

>Sales Per Square Foot Increases Of 20% - 25%
At Remodeled Stores

*Management’s Estimate Of Multi-Year Rollout Opportunity

Growing The Top Line While Expanding
The Operating Margin

10

11

12

Current

With 1,000* Lane Bryant
Store Goal Accomplished

*Management’s Estimate Of Multi-Year Rollout Opportunity

Increasing Penetration Of Lane Bryant
Intimate Apparel Stores, Primarily In Strip Centers

13

•Lane Bryant Outlet™

>90 Lane Bryant Outlet Stores In Operation,
Growing to 150 Stores*

>Operates At Revenue And Operating
Margin Levels That Exceed Those Of Lane
Bryant's Average Retail Stores

Growing The Top Line While Expanding
The Operating Margin

*Management’s Estimate Of Multi-Year Rollout Opportunity

14

15

  The Lane Bryant Catalog
Today Produces Annual
Revenues Of More Than
$300 Million*

 America’s Largest Women’s
Plus Apparel Catalog

Reversion Of The Trademark
Occurs In October 2007

Lane Bryant Catalog Today

*Management Estimate

Lane Bryant Catalog Licensed And Operated
by Redcats USA

16

•The Lane Bryant Catalog

>We Plan To Launch Our Lane Bryant Catalog
During November 2007

>Investments During Our 4th Quarter Include:

•Marketing

–Internet, Media

•Credit Customer Acquisition

>Leverages The Operations And Infrastructure Of
Crosstown Traders

Growing The Top Line While Expanding
The Operating Margin

17

*Management Estimate

The Lane Bryant Catalog Credit Card

•   Following The Reversion
Of The Lane Bryant
Catalog Trademark, We
Will Launch A Credit
Program For Our Lane 
Bryant Catalog

•Pre-Approved Credit
Solicitations Planned To
Approximately 2 Million*
Households

18

•Net Sales Projected To Grow By 3% - 4%, In A Range
Of $785 - $795 Million

>Includes Flat To Low Single-digit Percentage Decreases
In Consolidated Comparable Store Sales

•Decreased Traffic Levels Experienced By Each Of The
Company's Retail Store Brands

•Diluted Earnings Per Share Projected To A Range Of
$0.18 - $0.20

•Increase In Promotions And Markdowns Of Spring
Merchandise, As We Prepare For 2nd Half Initiatives

2nd Quarter Business Projections

19

Merchandise And
Marketing Initiatives For
The Fall Season

20

21

•Right Fit By Lane Bryant™
Is The Result Of One Of The
Most Extensive Sizing
Studies Every Conducted By
A Major Retailer

•A Breakthrough
Collaboration Of
Technology, Fashion 
And Fit

22

Our Efforts Have Led
Us To Define Three
Basic Fits That Fit
And Flatter Like Never
Before

23

Right Fit By Lane Bryant™
Store Presentation

24

Right Fit By Lane Bryant™

Marketing Campaign

•A Comprehensive Multi-Channel Media Mix Campaign,
Including:

>National Magazine Advertising

>Compelling Incentives For Jean Try-Ons

>Dedicated Website

>Direct And E-mail Campaign

•The Campaign Aids In Communicating Lane Bryant’s
Position As The Premier Destination For Plus-Size
Women’s Fashion And Innovation

25

Working Drafts

Conversion Of The Lane Bryant
Retail Credit Card File During          
The 4th Quarter

26

*Management Estimate

Conversion Of The Lane Bryant
Retail Credit Card File

•We Will Re-Issue 2.5 - 2.8 Million* Lane
Bryant Retail Credit Cards During
November 2007

•Introduce Loyalty Program 

•Increases Sales And Penetration Of Lane
Bryant Credit Card

•Supports All Lane Bryant Brand Channels

27

Introduction Of
Exclusive Brands

28

•Represents A
Lifestyle With
Universal Appeal
For Up-to-date
Women

29

•Target Age Range: 
24-55

30

•Available In Plus 
  And Misses
  Sportswear

•Emphasis On
  Denim, Sweaters
  And Knits

31

Marketing Campaign

•National Magazine
Advertising

32

Marketing Campaign

•Direct Mail
Campaign

33

Fashion Bug - Building Compelling
Brands For Our Customer

•Additional New Brands At
Fashion Bug

>Nationally Recognized
Brands

>Adds Credibility And Drives
Traffic To The Store

>Supports New Customer
Growth

34

Financial Review

35

*Management Estimates

Fiscal Year 2008 Financial
Projections*

•Our Fiscal Year 2008 Projection Represents A 3% - 4% Increase
In Net Sales In A Range Of $3.15 To $3.20 Billion, Compared To
Net Sales Of $3.07 Billion For The Period Ended February 3,
2007 (53 Weeks)

•Diluted Earnings Per Share Are Projected To A Range Of $0.80 -
$0.82, Compared To Diluted Earnings Per Share Of $0.81 Last
Year

•Fiscal Year 2008 Projection Includes An Initial Investment Of
Approximately $10 Million Pretax ($6.4 Million After Tax, Or $0.05
Per Diluted Share) Related To The Launch Of The Lane Bryant
Catalog During The Fourth Quarter Of Fiscal Year 2008

36

•Issuance Of 1.125% $275 Million Convertible Notes
Due 2014 Completed On April 30, 2007

•4.75% $150 Million Senior Convertible Notes Due
2012 Called For Redemption On June 4, 2007,
Resulting In Conversion To 15 Million Shares

New Convertible Debt Issuance

37

•10.3 Million Shares Repurchased At A Value Of
$131 Million On April 30, 2007

•Additional Share Repurchases Are Planned At The
High End Of A Range Of $80 - $100 Million During
The Current Fiscal Year

Share Repurchase Program

38

Selected Balance Sheet Data

($ in Millions)5/5/07            2/3/07             1/28/06
            

Cash and                 $241              $146                 $150
            

Investments

Long Term Debt       $279              $192                 $207   
            

Total Assets          $1,835            $1,702             $1,567
            

39

$3.1 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

$200 Million

$700 Million

MULTI-BRAND

MULTI-CHANNEL
RETAILER

BRICKS &
MORTAR

$2.9 Billion

E-COMMERCE

$300 Million

Our Financial Plans* Include:

*Management Estimate

41

*Management Estimates

Summary*

•Based On Our Growth Opportunities And Building On
Our Multi-Channel Strategy, Our Financial Plans Over
The Next Several Years Include The Following
Projections:

>CAGRs In The Mid-To-High Single Digits For Net Sales

>CAGRs In The Low-To-Mid Teens For Net Income

>EBIT Margins Growing To Over 7%, 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

42

Addendum

43

Retail Stores E-commerce Catalog Outlet

A Multi-Brand, Multi-Channel Retailer

44

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

45

Our Differentiated Retail
Store Brands

46

Classic

Fashion

Low-moderate

Moderate/
Mainstream

Better

The Leader In
Specialty Plus-Sizes

47

Our Retail Store Brands

48

Our Retail Stores

49

•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
More Than Half Of The Adult Female Population2

(1) Derived From NPD Group Data; (2) Source: AOA Overweight Prevalence

Catering To A Growing
Demographic In Special Sizes

50

•Lane Bryant Holds The #1
Market Position* In Women’s
Specialty Plus Apparel

•Lane Bryant Is Our Most
Profitable Business, With The
Highest Sales Per Square
Foot Productivity

*Derived From NPD Group Data

Expanding The Leading Brand
In Plus-Sizes

51

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

52

•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

53

•#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

*Source: Derived from NPD Group Research

54

Intimate Apparel Brands

55

*Source: Derived from NPD Group 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*

56

®

®

®

by l.a. blues®

Denim Brands

57

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

58

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

59

www.petitesophisticate.com

She’s 35 - 55 Years Old

She Considers FIT Critical

Her Fashion Tastes Tend
Toward Updated Classic And
Contemporary Apparel 

Offering Petite-Sizes
In 0p - 14p For
Women 4’11” To 5’4”

Key Differentiators:

Fit and Special Sizes

60

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

61

Intellifit

62

63

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 For Both
Catalog And E-commerce 

•850 Call Center Seats

•1,400 Full Time And 2,000 Seasonal Employees

64

Selected Catalog Titles

65

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

66

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

67

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

68

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

69

Price-Conscious Customers

“Clothes That Do 

More For Less”

Staple Items With 

Classic Styling For 

The Polished, Mature Lady

willowridgecatalog.com

®

70

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

All Size Ranges and Larger Misses

lew-magram.com

®

71

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

72

Classic Styling

Unique Sophisticated Details

Flattering and Feminine

Rich Colors and Texture

Casual and Versatile

shopthebay.com

73

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

74

Casual and Dressy Footwear

Traditional and Contemporary
Styles

bedfordfair.com

®

Charming Shoppes, Inc.

CIBC World Markets 7th Annual
Consumer Growth Conference

July 10, 2007