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, 2009

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.)

3750 STATE ROAD, BENSALEM, PA  19020

(Address of principal executive offices) (Zip Code)

(215) 245-9100

(Registrant’s telephone number, including area code)

450 WINKS LANE, BENSALEM, PA 19020

(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.

Charming Shoppes, Inc. (the “Company”) participated in the Bank of America and Merrill Lynch 2009 Consumer Conference today, Thursday, March 12, 2009 at 9:40 a.m., Eastern time.

Eric M. Specter, Executive Vice President and Chief Financial Officer, addressed the conference.

At the presentation, the Company discussed a slide presentation related to its liquidity position and its continuing initiatives to strengthen and improve its business.  A copy of the slide presentation used during the meetings is attached as Exhibit 99.1 to this Report.

Our 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.

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 March 12, 2009.

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 12, 2009	/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 March 12, 2009.

3

EX-99.1

Bank of America and Merrill Lynch
2009 Consumer ConferenceMarch 12, 2009

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

Eric M. Specter
Executive Vice President and CFOSteven R. Wishner
Senior Vice President, Finance

Eric M. Specter
Executive Vice President and CFOSteven R. Wishner
Senior Vice President, Finance

4

* Management Estimate

5

Strategies To Navigate This Economic
Climate And Ensure Our Long-Term Viability

•Maintain Our Strong Balance Sheet And Capital
Structure

•Preserve Our Liquidity Position

•Continue To Generate Cash

•Execute On Our Business Transformation Initiatives

6

($ in millions)	1/31/091	2/2/08
Cash and Available-For-Sale Securities	$100	$74
Merchandise Inventories	$267	$330
Borrowings On Revolving Line Of Credit	$0	$0
Long-Term Debt2	$312	$315

•We Navigated Through One Of The Most Challenging Retail
Environments In Decades And Grew Cash Balances In Both The
4th Quarter And Fiscal Year 2009

•Inventories Decreased 19% From Beginning Of Fiscal Year

(1) Management Estimates (2) $275 Million Of Long-Term Debt Is Due 2014

Selected Balance Sheet Data

7

Capital Structure:

Revolving Line of Credit And Convertible Debt

•Revolving Line of Credit

>No Borrowings At End Of Fiscal Year

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

>Debt Structure Includes No Financial Covenants Until We Have
Borrowed 90% Of Availability

•Convertible Debt

>$275 Million Convertible Debenture Issued In April 2007

>1.125% Notes Due 2014

>No Financial Covenants

8

Capital Structure:

Asset Securitization Program

* Management Estimates

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

•Balances As of January 31, 2009:

>We Had $536 Million* Of Securitized Credit Card Receivables
Outstanding

>We Hold Certificates And Retained Interests On Our Balance Sheet Of
$94 Million*

•Availability Under Our Asset Securitization Program
Through 2009

>Conduit Facilities Are Currently $155 Million

>Funding Capacity Exceeds Anticipated Needs Through Calendar
2009*, Due To Declining Receivables Balances

9

Continue To Generate Cash

*Management Estimate

•We Generated Approximately $25 Million* In Cash
During The 4th Quarter, In One Of The Most
Challenging Holiday Seasons In Decades, Through:

>Tightly Managed Inventories

>Decreases In Expenses And Capital Expenditures

10

Free Cash Flow Sensitivity Analysis*:

*Management Estimate

•Fiscal Year Ending January 30, 2010

>Generate Free Cash Flow, Assuming:

•Comparable Store Sales Continue At Low
Double Digit Declines

>Cash Flow Neutral, Assuming:

•Comparable Store Sales At Mid Double Digit
Declines

11

*Management Estimate

Free Cash Flow Generation*

•Key Contributors To Positive Free Cash Flow In
Fiscal Year 2010

>Working Capital - A Meaningful Source Of Cash Flow

•Continued Decreases In Inventory Across The
Retail Brands

•Gross Margin Improvement

•Execution Of Our Cost Reduction Program

>Significant Reductions In Capital Expenditures To
Maintenance Levels

12

*Management Estimates

Tightly Managed Inventories

•Inventory Decreased 19% At End Of Fiscal Year 2009*,
With Continued Reductions Planned For Fiscal Year 2010*

>Resulted In Improvement In Merchandise Margins
During 4th Quarter Fiscal Year 2009*

•Spring ’09

>Receipts Planned Down With Improved Inventory Turnover

>Will Drive Recovery In Gross Margins Before Improvement
In The Top Line

•The Plan Is Expected To Result In Maximizing
Gross Margin Dollars*

13

*Management Estimates

Cost Savings Program Of
$100 - $125 Million*

•Restructuring Plan To Improve And Streamline Our
Operations

•We Expect To Exceed $75 Million In Savings In
Fiscal Year 2010*

•Major Areas To Achieve Savings

>Corporate And Brand Overhead

>Real Estate

>Non-merchandise Expense

>Supply Chain

>Store Operations

14

•Over The Last 2
Years, Our Capital
Budget Has Been
Cut By Over $90
Million

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

-58%

-50%

(e) Management Estimate

Pared Back Capital Expenditures

15

Execute On Our Business
Transformation Initiatives

•Refocusing Our Energies On Our Core Retail Brands,
Through:

>Experienced Leadership

>Focus On Our Core Customer

>Transformation Into a Vertical Specialty Store Model

•Significant Cost Reduction Program

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

16

Focusing On Our Core Customer

•Our Brand Leaders Are Charged With:

>Developing A Unique Fashion Point-Of-View For Each
Brand’s Core Customer

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

>Building Design Capability And Vertical Sourcing

17

Transformation Into A Vertical
Specialty Store Model

•Goal: To Enhance Our Competitive Position And Improve Our
Financial Results Over Time

•Aligned With Model That Other 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

•Begins In Fall 2009; Fully Implemented By Spring 2010

18

Simplifying Our Business And
Focusing On The Core

•Sale Of Non-Core Misses Catalogs

•Sale of Related Credit Receivables

•Discontinuance Of The Lane Bryant Woman™ Catalog

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

•Consolidated Our New York City E-Commerce Operations
Into Our Bensalem Corporate Offices

•Discontinued Figure Magazine and Petite Sophisticate
Retail

19

* Management Estimate

In Summary

•We Are Intensely Focused On Our Core Retail Brands And
Our Leadership Position In Our Space.The Execution Of
Our Merchandising Initiatives Will Enable Us To Better
Serve Our Customers.

•We Continue To Maintain A Strong Balance Sheet And
Liquidity.

•Our Strong Operating Disciplines Allow Us To Generate
Positive Free Cash Flow In This Difficult Economy.

•Our Focus On Our Core Brands And Substantial
Reductions In Operating Expenses And Strong Inventory
Management Will Provide Increases In Cash Flow*.

20

Request for Materials

•In support of Bank of America’s / Merrill Lynch’s ten-year, $20
billion environmental initiative and effort to help reduce
greenhouse gas emissions and increase energy efficiency, we
have not brought Investor Materials for distribution.

•Should you wish to have materials sent to you, please request
materials by visiting our website at
https://www.charmingshoppes.com/investors/contact/contactus

    .asp or by emailing us at IR@charming.com.

Bank of America and Merrill Lynch
2009 Consumer ConferenceMarch 12, 2009

Charming Shoppes, Inc.

22

Addendum

23

*Management Estimate

Our Core Brands

24

www.lanebryant.com

She Is 35-55 Years Old

She Loves Fashion

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

892 Retail and Outlet Stores

Key Differentiators:

Fashion and Lifestyle

25

She Is Mainstream, 30-50

She Is Value-Minded

She Often Has ABlue-Collar Job

She LOVES Selection

She is Fashion Right

897 Retail Stores

Key Differentiators:

Value and Fashion

www.fashionbug.com

26

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

463 Retail Stores

Key Differentiators:

Fit and Special Sizes

27

Classic

Fashion

Low-moderate

Moderate/

Mainstream

Better

The Leader In Women’s
Specialty Plus Apparel

28

Our Retail Stores

29

•786 Full Line Stores And 106 Outlet
Stores In 47 States

•132 Lane Bryant Intimate Apparel
Stores

•50% Of Stores In Strip Or Lifestyle
Centers

•Total Square Footage, 5.3 Million
Feet

•Average Store 5,900 S.F.

30

Fashion Bug Real Estate Overview

•877 Full Line Stores And 20 Fashion Bug Plus Stores In 43 States

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

•Total Square Footage, 7.8 Million Feet

•Average Store 8,700 S.F.

31

Catherines Real Estate Overview

•463 Full Line Stores In 44 States

•Total Square Footage, 1.9 Million Feet

•Average Store 4,200 S.F.

32

•#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

33

Intimate Apparel Brands

34

*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*

35

®

®

Denim Brands

36

•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

37

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

38

Right Fit by Lane Bryant™
Store Presentation

Bank of America and Merrill Lynch
2009 Consumer ConferenceMarch 12, 2009

Charming Shoppes, Inc.