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) December 3, 2008

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 December 3, 2008 we are scheduled to participate in a series of individual investor meetings in New York beginning at 9:30 a.m., Eastern time.  A copy of the slide presentation we are using during the meetings is attached as Exhibit 99.1 to this Report on Form 8-K.

Our presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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 find a suitable permanent replacement for our former Chief Executive Officer within a reasonable time period; the failure to consummate our identified strategic solution for our other non-core assets; the failure to effectively implement our planned consolidation plans, cost and capital budget reduction plans, and store closing plans; the failure to implement our business plan for increased profitability and growth in our retail stores and direct-to-consumer segments; the failure to effectively implement our plans for a new organizational structure and enhancements in our merchandise and marketing; the failure to effectively implement our plans for the transformation of our brands to a vertical specialty store model; the failure to achieve increased profitability through the adoption by our brands of a vertical specialty store model; the failure to achieve improvement in our competitive position; the failure to continue receiving financing at an affordable cost through the availability of our credit card securitization facilities and through the availability of credit we receive from our suppliers and their agents; the 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; the failure to find suitable store locations; increases in wage rates; 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 2, 2008, our Quarterly Reports on Form 10-Q 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 exhibit 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. slide presentation dated December 3, 2008.

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:  December 3, 2008	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Charming Shoppes, Inc. slide presentation dated December 3, 2008.

3

EX-99.1

EXHIBIT 99.1

Investor Presentation
December 3, 2008

Charming Shoppes, Inc.

2

This presentation contains certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 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 find a suitable permanent replacement for the Company's former Chief Executive Officer within a
reasonable time period, the failure to consummate our identified strategic solution for our other non-core
assets, the failure to effectively implement our planned consolidation, cost and capital budget reduction plans
and store closing plans, 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 effectively implement the
Company's plans for a new organizational structure and enhancements in the Company's merchandise and
marketing, the failure to effectively implement the Company's plans for the transformation of its brands to a
vertical specialty store model, the failure to achieve increased profitability through the adoption by the
Company's brands of a vertical specialty store model, the failure to achieve improvement in the Company's
competitive position, the failure to continue receiving financing at an affordable cost through the availability of
our credit card securitization facilities and through the availability of credit we receive from our suppliers and
their agents, the 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, the
failure to find suitable store locations, increases in wage rates, 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 February 2, 2008, our Quarterly Reports on Form 10-Q 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.

Forward-Looking Statements

3

Alan RosskammChairman and Interim CEOEric M. Specter
Executive Vice President and CFO

Alan RosskammChairman and Interim CEOEric M. Specter
Executive Vice President and CFO

4

* Management Estimate For Fiscal Year Ending January 31, 2009

A Multi-Brand Retailer
Specializing In Women’s Plus
Apparel With $2.5* Billion In
Annual Sales

5

We Have A Strong And
Unique Platform Of Leading
Plus Apparel Brands

6

•The Women’s Plus Apparel Market
Represented Approximately $18 Billion1 In
Sales During 2007

•Average Size Of American Women Is 141

•Charming Shoppes’ Plus Apparel Brands
Cater To 62%2 Of The Adult Female
Population

(1) Derived From NPD Group Data

(2) Source: AOA Overweight Prevalence

Our Market

7

•Charming Shoppes Holds The #1 Market
Position In Women’s Specialty Plus Apparel,
With Over 40% Share*

•Charming Shoppes Holds The #2 Market
Position Across All Venues Selling Women’s
Plus Apparel, With Over 10% Share*

•Lane Bryant Is America’s Leading Plus
Apparel Brand And Our Most Profitable
Brand

*Derived From NPD Group Data

Our Leading Market Position

8

Our Strategy

•Refocus Our Energies On Our Core Retail
Brands

•Simplify Our Business By Eliminating
Distractions And Divesting Non-Core Assets

•Substantially Reduce Operating Expenses And
Streamline Operations

•Maintain And Protect Our Strong Balance Sheet
And Liquidity Position

9

Refocus Our Energies On Our
Core Retail Brands

10

Leadership Update:Brand Presidents

•Brian Woolf - President, Lane Bryant (7/9/08)

>Former CEO, Cache

•Jay Levitt - President, Fashion Bug (9/22/08)

>Former President and CEO, May Merchandising

>Former President and CEO, Robinsons May

•Carol Williams - President, Catherines (10/13/08)

>Former President, May International

>Former President and CEO, Jacobson’s

•We Have Never Had Brand Leaders With This Level of
Executive Leadership Experience

11

Focus:On Our Core Customer

•Each Of Our Brand Leaders Are Charged With:

>Defining The Core Customer

>Developing A Culture Of Obsessive Focus
On Each Brand’s Core Customer

>Developing A Unique Fashion Point-Of-View

•Build Design Capability And Vertical
Sourcing

12

Focus:On Our Core Customer

•WE ARE THE EXPERTS!

•We Must Outperform The General Merchants
And OWN This Market Position

•As The #1 Specialty Retailer Serving Women’s
Specialty Plus Apparel, Nobody Knows The
Plus-Size Customer Better Than We Do!

13

Transformation Into A Vertical
Specialty Store Model

•The Model That Successful Specialty Retailers Employ

•Drive Sales, Decrease Lead Times, Increase Gross
Margins

•Design And Develop More Compelling Fashion
Assortment, With Better Value To Our Customers

•Higher Percentage Of Directly-Sourced Fashion Product

•Beginning In Fall 2009, Fully Implemented By Spring 2010

14

Simplify Our Business By
Eliminating Distractions And
Divesting Non-Core Assets

15

*Management Estimate

Eliminating Distractions And
Divesting Non-Core Assets

•Sale Of Non-Core Misses Catalogs To Orchard Brands In
September, Generated $35 Million In Cash

•Sale Of Related Credit Receivables Sold To Alliance Data
Corporation For $43.3 Million In November, Generated Net
Cash Of $12.5 Million

•Announced Discontinuance Of The Lane Bryant Woman™
Catalog

>Different Core Customer

>We Want Our Lane Bryant Customer To Be Fully Engaged With
Only One Lane Bryant

>Projected $10.5 Million* Operating Loss In Fiscal Year 2009

16

Eliminating Distractions And
Divesting Non-Core Assets

•Exploration Of The Sale Of Figi’s Gifts In
Good Taste Catalog Business

>Create Auction to Sell This Profitable Business
At Full Value

•Review Of Financing Options For Owned
Real Estate

17

Substantially Reduce Operating
Expenses And Streamline
Operations

18

*Management Estimate

Cost Savings Program Of
$100 - $125 Million*

•Restructuring Plan To Improve And Streamline Our
Operations

•Two-Year Program To Produce A Total Of $100 -
$125 Million In Savings*

•Optimize Our Cash Flow And Operational Structure,
With A Targeted Annualized Savings Goal Of $75
Million In Fiscal Year 2009*

•Four Major Cost Areas To Address

>Corporate And Brand Overhead, Non-merchandise Expense,
Supply Chain And Store Operations

19

*Management Estimate

Tightly Manage Inventories

•A Key Metric We Are Pursuing Is To Maximize Gross
Margin Dollars

•Spring ’09

>Receipts Planned Down Significantly

>Earlier Seasonal “Out Of Stock” Dates

>Gross Margins Will Recover Before Top Line Improves

•Move From “Liquidation” Mode, To “Chase” Mode

>Unspent Reserves To Buy Back Into Hot Trends

•Inventory Decreases Of 13%* (Same Store Basis)
Planned At End Of Fiscal Year

20

•Over 2 Years, Capital Budget
Will Be Cut By Over $90
Million*

•Budget Was Cut In Half In FY
2009 And Will Be Cut In Half
Again In FY 2010*

•FY 2010 Will See Almost No
New Real Estate Added And
Deferral Of Other Non-
Essential Capital Projects

-56%

-57%

*Management Estimate

Pare Back Capital Expenditures

21

Maintain And Protect Our
Strong Balance Sheet And
Liquidity Position

22

Strong Liquidity

*Management Estimate

•$75 Million In Cash, Cash Equivalents And
Available For Sales Securities At 11/1/08

>Compared To $63 Million At 11/3/07

•Expect To Generate Free Cash Flow* In The
Fourth Quarter

>$90 - $100 Million* In Cash, Cash Equivalents And
Available For Sales Securities Projected At
1/31/09, An Increase From $75 Million At 2/2/08

23

Capital Structure:

Revolving Line of Credit

•$375 Million Committed Line Of Credit, In Effect Until
July 2010

•No Borrowings At End Of Third Quarter, Despite
Currently In Typical Peak Borrowing Cycle

•$255 Million Available At End Of Third Quarter

•Debt Structure Includes No Financial Covenants Until
We Have Borrowed 90% Of Capacity

•No Borrowings Expected At End of Fiscal Year

24

Capital Structure:

Asset Securitization Program

*Management Estimate

•We Securitize Our Proprietary Credit Card Receivables In
Order To Improve Overall Liquidity

•As of November 1, 2008:

>We Had $588 Million Of Securitized Credit Card Receivables
Outstanding

>We Hold Certificates And Retained Interests On Our Balance Sheet Of
$112 Million

•Addressing Future Needs For Securitization Programs

>Conduit Facilities Expanded to $155 Million

>Growth In the File Not Anticipated Due To Retail Environment, Store
Closings

>Anticipated Needs For $510 - $520 Million Through 2009*

25

Credit Program Achieving Plan

*Management Estimate

•Credit Program Performed Favorable To Plan And
Contributed $11 Million In Profits In Third Quarter,
And $32 Million Year To Date

•Charge-Offs Increased, But Within Planned Levels

•Our Program, Unlike General Purpose Cards, Carries
Low Credit Balances

26

Sensitivity Analysis For FY 2010:

Free Cash Flow*

*Management Estimate

•Fiscal Year Ending January 30, 2010

>Cash Flow Positive, Assuming:

•Comparable Store Sales Continue At Low Double Digit
Declines

•Continued Inventory And Expense Management,
Decreases In Capital Spending

>Cash Flow Neutral, Assuming:

•Comparable Store Sales At Mid Double Digit Declines

•Continued Inventory And Expense Management,
Decreases In Capital Spending

27

In Summary

•Focus On Our Core Retail Brands

•Simplify Our Business

•Substantially Reduce Operating Expenses

•Strong Balance Sheet And Liquidity

28

History of Managing Through
Economic Downturns

•During The 2002/2003 Economic Downturn, We
Took The Following Actions:

>Refocused Merchandising And Store Execution At All
Brands

>Controlled Inventory

>Reduced Overhead Costs

>Conserved Cash

29

History of Managing Through
Economic Downturns (Continued)

•….And Over The Next Several Years, We
Successfully Returned The Business To Growth
And Enhanced Profitability…..

>Accelerated Top-line Growth

>Increased Operating Margins From 3.2% To 5.6%

>Achieved A 33% Operating Earnings CAGR

>Culminated In Record Sales And Earnings In 2006

30

*Management Estimate

Expectations*

•Our Strong Operating Disciplines And The
Disposal Of Non-Core Assets Will Allow Us To
Navigate This Downturn And To Generate
Positive Free Cash Flow

•Our Focus On Our Core Brands Will Enable Us
To Better Serve Our Customers When Consumer
Spending Recovers To More Robust Levels

•Disciplined Cost Structure And Inventory Control
Will Provide Tremendous Leverage When Sales
Turn

Investor Presentation
December 3, 2008

Charming Shoppes, Inc.

32

Addendum

33

*FYE 02/02/08

Our Core Brands

34

www.lanebryant.com

She Is 35-55 Years Old

She Loves Fashion

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

913 Retail and Outlet Stores

Key Differentiators:

Fashion and Lifestyle

35

She Is Mainstream, 25-45

She Is Value-Minded

She Often Has A
Blue-Collar Job

She LOVES Selection

She is Fashion Right

911 Retail Stores

Key Differentiators:

Value and Fashion

www.fashionbug.com

36

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

464 Retail Stores

Key Differentiators:

Fit and Special Sizes

37

Classic

Fashion

Low-moderate

Moderate/Mainstream

Better

The Leader In Women’s
Specialty Plus Apparel

38

Our Retail Stores

39

Lane Bryant Real Estate Overview

•808 Full Line Stores And 105 Outlet
Stores In 46 States

•122 Lane Bryant Intimate Apparel
Stores

•48% Of Stores In Strip Or Lifestyle
Centers

•Total Square Footage, 5.4 Million
Feet

•Average Store 5,900 S.F.

40

Fashion Bug Real Estate Overview

•891 Full Line Stores And 20 Fashion Bug Plus Stores In 44 States

>Half Of The Chain Operates In Small, Rural Towns, Where We Operate As A
Mini-department Store

•Total Square Footage, 7.9 Million Feet

•Average Store 8,700 S.F.

41

Catherines Real Estate Overview

•464 Full Line Stores In 44 States

•Total Square Footage, 1.9 Million Feet

•Average Store 4,200 S.F.

42

•#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

43

Intimate Apparel Brands

44

*Source: 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*

45

®

®

Denim Brands

46

•Right Fit Is The Result
Of One Of The Most
Extensive Sizing Studies
Ever Conducted By A
Major Retailer

•A Breakthrough
Collaboration Of
Technology, Fashion
And Fit

47

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

48

Right Fit by Lane Bryant™
Store Presentation

Investor Presentation
December 3, 2008

Charming Shoppes, Inc.