10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended:	Commission File Number:
May 2, 2015	001-16435

Chico’s FAS, Inc.

(Exact name of registrant as specified in charter)

Florida	59-2389435
(State of Incorporation)	(I.R.S. Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida 33966

(Address of principal executive offices)

239-277-6200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨ (do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

At May 21, 2015, the registrant had 143,354,538 shares of Common Stock, $0.01 par value per share, outstanding.

CHICO’S FAS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I – Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Income for the Thirteen Weeks Ended May 2, 2015 (Unaudited) and May 3, 2014 (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks Ended May 2, 2015 (Unaudited) and May 3, 2014 (Unaudited)	4
	Condensed Consolidated Balance Sheets – May 2, 2015 (Unaudited), January 31, 2015 (Unaudited) and May 3, 2014 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May 2, 2015 (Unaudited ) and May 3, 2014 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II – Other Information
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 6.	Exhibits	23
Signatures		24

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	Thirteen Weeks Ended
	May 2, 2015					May 3, 2014
	Amount			% of Sales		Amount		% of Sales
Net sales	$	693,339		100.0	%	$	681,605	100.0	%
Cost of goods sold	297,569			42.9	%	298,714		43.8	%
Gross margin	395,770			57.1	%	382,891		56.2	%
Selling, general and administrative expenses	328,217			47.4	%	319,049		46.8	%
Restructuring and strategic charges	14,875			2.1	%	—		0.0	%
Income from operations	52,678			7.6	%	63,842		9.4	%
Interest (expense) income, net	(453		)	(0.1	)%	40		0.0	%
Income before income taxes	52,225			7.5	%	63,882		9.4	%
Income tax provision	19,700			2.8	%	24,000		3.5	%
Net income	$	32,525		4.7	%	$	39,882	5.9	%
Per share data:
Net income per common share-basic	$	0.22				$	0.26
Net income per common and common equivalent share–diluted	$	0.22				$	0.26
Weighted average common shares outstanding–basic	143,378					148,475
Weighted average common and common equivalent shares outstanding–diluted	143,771					149,044
Dividends declared per share	$	0.155				$	0.150

The accompanying notes are an integral part of these condensed consolidated statements.

3

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
Net income	$	32,525		$	39,882
Other comprehensive loss:
Unrealized losses on marketable securities, net of taxes	(12		)	(28		)
Foreign currency translation adjustment, net of taxes	(210		)	(9		)
Comprehensive income	$	32,303		$	39,845

The accompanying notes are an integral part of these condensed consolidated statements.

4

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	May 2, 2015			January 31, 2015		May 3, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	97,651		$	133,351	$	80,529
Marketable securities, at fair value	48,447			126,561		90,984
Inventories	270,313			235,159		268,917
Prepaid expenses and other current assets	53,484			51,088		51,801
Assets held for sale	24,042			16,800		—
Total Current Assets	493,937			562,959		492,231
Property and Equipment, net	584,616			606,147		636,614
Other Assets:
Goodwill	145,627			145,627		171,427
Other intangible assets, net	108,449			109,538		117,107
Other assets, net	13,728			14,310		10,210
Total Other Assets	267,804			269,475		298,744
	$	1,346,357		$	1,438,581	$	1,427,589
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	147,323		$	144,534	$	148,858
Current debt	34,000			—		—
Other current and deferred liabilities	171,161			158,396		155,579
Total Current Liabilities	352,484			302,930		304,437
Noncurrent Liabilities:
Long-term debt	90,000			—		—
Deferred liabilities	142,185			142,371		143,789
Deferred taxes	49,273			49,659		49,694
Total Noncurrent Liabilities	281,458			192,030		193,483
Stockholders’ Equity:
Preferred stock	—			—		—
Common stock	1,434			1,529		1,532
Additional paid-in capital	353,523			407,275		385,730
Treasury stock	(187,393		)	—		—
Retained earnings	544,511			534,255		542,332
Accumulated other comprehensive income	340			562		75
Total Stockholders’ Equity	712,415			943,621		929,669
	$	1,346,357		$	1,438,581	$	1,427,589

The accompanying notes are an integral part of these condensed consolidated statements.

5

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
Cash Flows From Operating Activities:
Net income	$	32,525		$	39,882
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization	30,743			30,083
Loss on disposal and impairment of property and equipment	6,277			—
Deferred tax benefit	(425		)	(1,164		)
Stock-based compensation expense	7,631			6,474
Excess tax benefit from stock-based compensation	(2,012		)	(925		)
Deferred rent and lease credits	(4,283		)	(4,671		)
Changes in assets and liabilities:
Inventories	(35,154		)	(30,772		)
Prepaid expenses and other assets	(3,468		)	(2,084		)
Accounts payable	(8,979		)	6,111
Accrued and other liabilities	18,884			24,534
Net cash provided by operating activities	41,739			67,468
Cash Flows From Investing Activities:
Purchases of marketable securities	(18,252		)	(15,053		)
Proceeds from sale of marketable securities	96,351			40,063
Purchases of property and equipment, net	(19,839		)	(34,506		)
Net cash provided by (used in) investing activities	58,260			(9,496		)
Cash Flows From Financing Activities:
Proceeds from borrowings	124,000			—
Proceeds from issuance of common stock	8,025			2,945
Excess tax benefit from stock-based compensation	2,012			925
Dividends paid	(11,076		)	(11,439		)
Repurchase of common stock	(258,450		)	(6,309		)
Net cash used in financing activities	(135,489		)	(13,878		)
Effects of exchange rate changes on cash and cash equivalents	(210		)	(9		)
Net (decrease) increase in cash and cash equivalents	(35,700		)	44,085
Cash and Cash Equivalents, Beginning of period	133,351			36,444
Cash and Cash Equivalents, End of period	$	97,651		$	80,529
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	466		$	68
Cash paid for income taxes, net	$	6,546		$	272

The accompanying notes are an integral part of these condensed consolidated statements.

6

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Chico’s FAS, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. (“U.S. GAAP”) for complete financial statements. In the opinion of management, such interim financial statements reflect all normal, recurring adjustments considered necessary to present fairly the condensed consolidated financial position, the results of operations and cash flows for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2015.

As used in this report, all references to “we,” “us,” “our,” and “the Company,” refer to Chico’s FAS, Inc. and all of its wholly-owned subsidiaries.

Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. Operating results for the thirteen weeks ended May 2, 2015 are not necessarily indicative of the results that may be expected for the entire year.

Note 2. New Accounting Pronouncements

In August 2014 the Financial Accounting Standards Board ("FASB") issued ASU 2014-15 , Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We do not expect that such adoption will have an impact to our consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2016. The standard allows for either a full retrospective or a modified retrospective transition method. We are currently assessing the potential impact of adopting this ASU, but do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows.

Note 3. Restructuring and Strategic Charges

During the fourth quarter of fiscal 2014, we initiated a restructuring program, including the acceleration of domestic store closures and an organizational realignment, to ensure that resources are aligned with long-term growth initiatives, including omni-channel. These actions resulted in the impairment of certain assets, as well as the elimination of approximately 12% of the headquarters and field management employee base. In connection with this effort, in the fourth quarter of fiscal 2014, we recorded pre-tax restructuring and other charges of approximately $16.7 million related to severance, store closures and other impairment charges. During the first quarter of fiscal 2015, we recordedadditional pre-tax restructuring and strategic charges of approximately $14.9 million primarily related to property and equipment impairment charges, continuing employee-related costs, severance charges and other charges, which are included in restructuring and strategic charges in the accompanying condensed consolidated statements of income.

7

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

A summary of the charges is presented in the table below:

	Thirteen Weeks Ended
	May 2, 2015		May 3, 2014
	(in thousands)
Impairment charges	$	5,952	$	—
Continuing employee-related costs	5,625		—
Severance charges	1,634		—
Other charges	1,664		—
Total restructuring and strategic charges, pre-tax	$	14,875	$	—

In connection with the restructuring program we determined to increase the rate of domestic store closures, with 135-140 under-performing stores to be closed starting in fiscal 2015 through 2017. As a result, we expect to incur lease termination expenses of approximately $2.5 million over the next 3 fiscal years. The following table summarizes the restructuring liability for each period indicated:

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
	(in thousands)
Beginning Balance	$	8,063		$	—
Charges	3,298			—
Payments	(5,366		)	—
Ending Balance	$	5,995		$	—

Note 4. Stock-Based Compensation

For the thirteen weeks ended May 2, 2015 and May 3, 2014, stock-based compensation expense was $7.6 million and $6.5 million, respectively. As of May 2, 2015, approximately 6.6 million shares remain available for future grants of equity awards under our 2012 Omnibus Stock and Incentive Plan.

Restricted Stock Awards

Restricted stock award activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	3,918,189		$	15.70
Granted	1,190,520		18.22
Vested	(1,185,614	)	15.98
Forfeited	(247,285	)	16.77
Unvested, end of period	3,675,810		16.35

8

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

Performance-based Restricted Stock Units

For the thirteen weeks ended May 2, 2015, we granted performance-based restricted stock units (“PSUs”), contingent upon the achievement of a Company-specific performance goal during fiscal 2015. Any units earned as a result of the achievement of this goal will vest over 3 years from the date of grant and will be settled in shares of our common stock.

Performance-based restricted stock unit activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	213,453		$	15.01
Granted	526,810		18.23
Vested	(213,443	)	15.01
Forfeited	(1,130	)	18.23
Unvested, end of period	525,690		18.23

Stock Option Awards

For the thirteen weeks ended May 2, 2015 and May 3, 2014, we did not grant any stock options. In the years that we granted options, we used the Black-Scholes option-pricing model to value our stock options.

Stock option activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,947,928		$	15.16
Granted	—		—
Exercised	(612,561	)	11.28
Forfeited or expired	(20,000	)	28.47
Outstanding, end of period	1,315,367		16.77
Exercisable at May 2, 2015	1,315,367		$	16.77

Note 5. Earnings Per Share

In accordance with relevant accounting guidance, unvested share-based payment awards that include non-forfeitable rights to dividends, whether paid or unpaid, are considered participating securities. As a result, such awards are required to be included in the calculation of earnings per common share pursuant to the “two-class” method. For us, participating securities are composed entirely of unvested restricted stock awards and PSUs that have met their relevant performance criteria.

Earnings per share (“EPS”) is determined using the two-class method, as it is more dilutive than the treasury stock method. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, including participating securities. Diluted EPS reflects the dilutive effect of potential common shares from non-participating securities such as stock options and PSUs.

9

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

The following table sets forth the computation of basic and diluted EPS shown on the face of the accompanying condensed consolidated statements of income (in thousands, except per share amounts):

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
Numerator
Net income	$	32,525		$	39,882
Net income and dividends declared allocated to participating securities	(786		)	(1,055		)
Net income available to common shareholders	$	31,739		$	38,827
Denominator
Weighted average common shares outstanding – basic	143,378			148,475
Dilutive effect of non-participating securities	393			569
Weighted average common and common equivalent shares outstanding – diluted	143,771			149,044
Net income per common share:
Basic	$	0.22		$	0.26
Diluted	$	0.22		$	0.26

For the thirteen weeks ended May 2, 2015 and May 3, 2014, 0.7 million and 0.7 million potential shares of common stock, respectively, were excluded from the diluted per share calculation relating to non-participating securities, because the effect of including these potential shares was antidilutive.

Note 6. Fair Value Measurements

Our financial instruments consist of cash, money market accounts, marketable securities, assets held in our non-qualified deferred compensation plan, accounts receivable and payable, and debt. Cash, accounts receivable and accounts payable are carried at cost, which approximates their fair value due to the short-term nature of the instruments. Refer to Note 7 for the fair value of the Company's outstanding debt instruments.

Marketable securities are classified as available-for-sale and as of May 2, 2015 generally consist of corporate bonds, U.S. government agencies, municipal securities and commercial paper with $27.5 million of securities with maturity dates within one year or less and $20.9 million with maturity dates over one year and less than two years.

We consider all marketable securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities within current assets on the condensed consolidated balance sheets as they are available to support current operational liquidity needs. Marketable securities are carried at fair value, with the unrealized holding gains and losses, net of income taxes, reflected in accumulated other comprehensive income until realized. For the purposes of computing realized and unrealized gains and losses, cost is determined on a specific identification basis.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Entities are required to use a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

10

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:

Level 1	—	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	—	Unadjusted quoted prices in active markets for similar assets or liabilities, or; Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or; Inputs other than quoted prices that are observable for the asset or liability
Level 3	—	Unobservable inputs for the asset or liability

We measure certain financial assets at fair value on a recurring basis, including our marketable securities, which are classified as available-for-sale securities, certain cash equivalents, specifically our money market accounts, and assets held in our non-qualified deferred compensation plan. The money market accounts are valued based on quoted market prices in active markets. Our marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party pricing entities, except for U.S. government securities which are valued based on quoted market prices in active markets. The investments in our non-qualified deferred compensation plan are valued using quoted market prices and are included in other assets on our condensed consolidated balance sheets.

From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets, goodwill and other intangible assets for impairment using company-specific assumptions which would fall within Level 3 of the fair value hierarchy. We estimate the fair value of assets held for sale using market values for similar assets which would fall within Level 2 of the fair value hierarchy.

Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model or changes in operating performance.

During the quarter ended May 2, 2015, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of May 2, 2015, January 31, 2015 and May 3, 2014, we did not have any Level 3 cash equivalents or marketable securities. We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

11

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

In accordance with the provisions of the guidance, we categorized our financial assets, which are valued on a recurring basis, based on the priority of the inputs to the valuation technique for the instruments, as follows:

			Fair Value Measurements at Reporting Date Using
	Balance as of May 2, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Current Assets
Cash equivalents:
Money market accounts	$	1,840	$	1,840	$	—	$	—
Marketable securities:
Municipal securities	3,078		—		3,078		—
U.S. government agencies	14,303		—		14,303		—
Corporate bonds	29,068		—		29,068		—
Commercial paper	1,998		—		1,998		—
Non Current Assets
Deferred compensation plan	9,125		9,125		—		—
Total	$	59,412	$	10,965	$	48,447	$	—
	Balance as of January 31, 2015
Current Assets
Cash equivalents:
Money market accounts	$	338	$	338	$	—	$	—
Marketable securities:
Municipal securities	16,663		—		16,663		—
U.S. government securities	1,402		1,402		—		—
U.S. government agencies	26,299		—		26,299		—
Corporate bonds	79,202		—		79,202		—
Commercial paper	2,995		—		2,995		—
Non Current Assets
Deferred compensation plan	8,461		8,461		—		—
Total	$	135,360	$	10,201	$	125,159	$	—
	Balance as of May 3, 2014
Current Assets
Cash equivalents:
Money market accounts	$	5,661	$	5,661	$	—	$	—
Marketable securities:
Municipal securities	35,961		—		35,961		—
U.S. government securities	2,260		2,260		—		—
U.S. government agencies	6,009		—		6,009		—
Corporate bonds	46,754		—		46,754		—
Non Current Assets
Deferred compensation plan	7,279		7,279		—		—
Total	$	103,924	$	15,200	$	88,724	$	—

12

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

Note 7. Debt

In fiscal 2011, we entered into a $70.0 million senior five-year unsecured revolving credit facility (the “Credit Facility”) with a syndicate led by JPMorgan Chase Bank, N.A., as administrative agent and HSBC Bank USA, National Association, as syndication agent. In February 2015, we entered into an amendment of the Credit Facility expanding the commitment from $70.0 million to $125.0 million.

As of May 2, 2015, we had total borrowing capacity of $125.0 million under our Credit Facility. The Credit Facility was scheduled to mature on July 27, 2016 and contained customary financial covenants for unsecured credit facilities and customary events of default. The Company was in compliance with the applicable ratio requirements and other covenants at May 2, 2015.

As of May 2, 2015, $124.0 million in borrowings were outstanding under the Credit Facility, used to partially fund the accelerated stock repurchase agreements ("ASR Agreements"), as further discussed in Note 8. The outstanding borrowings incurred interest based uponone-month LIBOR plus 1.75% and are reflected as $34.0 million in current debt and $90.0 million in long-term debt in the accompanying condensed consolidated balance sheets. The classification of debt outstanding under the Credit Facility is based upon the credit agreement entered into on May 4, 2015, as discussed below. As of May 2, 2015, an unamortized debt discount of $0.1 million was outstanding related to the Credit Facility and is included in other assets in the accompanying condensed consolidated balance sheet.

On May 4, 2015, we entered into a credit agreement (the "Agreement") among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent and the Lenders party hereto. Our obligations under the Agreement are guaranteed by certain of our material U.S. subsidiaries. The Agreement provides for a term loan commitment in the amount of $100.0 million, of which $100.0 million was drawn at closing, and matures on May 4, 2020, payable in quarterly installments, as defined in the Agreement, with the remainder due at maturity. The Agreement also provides for a $100.0 million revolving credit facility, of which $24.0 million was drawn at closing and is expected to be repaid within one year. The revolving credit facility matures on May 4, 2020. The Agreement has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement.

On May 4, 2015, in connection with our entry into the Agreement, we repaid and terminated, with no prepayment penalties, the $124.0 million outstanding obligation under our Credit Facility. We used the proceeds from the initial draw of the term loan and revolving credit facility of the Agreement to repay such obligations.

The following table provides details on our debt outstanding as of May 2, 2015, January 31, 2015 and May 3, 2014:

	May 2, 2015			January 31, 2015		May 3, 2014
	(in thousands)
Credit Facility	$	124,000		$	—	$	—
Less: current portion	(34,000		)	—		—
Total long-term debt	$	90,000		$	—	$	—

13

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

May 2, 2015

(Unaudited)

The following table provides scheduled principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter: 

Fiscal Year	(in thousands)
2015	$	5,000
2016	10,000
2017	16,250
2018	15,000
2019	15,000
Thereafter	38,750
Total long-term debt	100,000
Less: current portion	(10,000		)
Total long-term debt, due beyond one year	$	90,000

Note 8. Share Repurchases

In December 2013, we announced a $300.0 million share repurchase authorization, and immediately prior to the execution of the ASR Agreements described below, we had $290.0 million remaining under the existing authority.

In March 2015, we entered into ASR Agreements with each of Merrill Lynch, Pierce, Fenner and Smith Incorporated ("Merill Lynch"), as agent for Merrill Lynch International, and J.P. Morgan Securities, LLC ("JP Morgan"), as agent for JPMorgan Chase Bank, N.A., to purchase $250.0 million in outstanding shares of our common stock. Under the ASR Agreements, we made a payment of approximately $125.0 million to each of Merrill Lynch and JP Morgan and received from each of them an initial delivery of approximately 5.35 million common shares, which represents approximately 75% of the number of shares expected to be repurchased based on the share price on the date of the agreement. The value of the initial shares received on the date of purchase was approximately $187.5 million, reflecting a $17.50 price per share.

We accounted for the ASR Agreements as treasury stock repurchase transactions, reducing the shares outstanding by the 10.7 million common shares initially repurchased and resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. In accordance with authoritative guidance, we recorded the remaining $62.5 million as a forward contract indexed to our common stock within additional paid-in capital since it met the criteria for equity classification. The specific final number of shares to be repurchased will be based on the volume-weighted average share price of our common stock during the calculation period of the ASR Agreements. In the unlikely event we are required to deliver value to Merrill Lynch and/or JP Morgan at the end of the purchase period, we, at our option, may elect to settle in shares or cash. The ASR Agreements are scheduled to expire no later than October 2015.

Following the consummation of the ASR Agreements, we had approximately $40.0 million remaining under our share repurchase program. The repurchase program has no specific termination date and will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors.

Note 9. Subsequent Events

The Company is not aware of any material subsequent events which would require recognition or disclosure in the financial statements other than the entry into a new credit agreement on May 4, 2015 as discussed in Note 7.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto and our 2014 Annual Report to Stockholders.

Executive Overview

We are a leading omni-channel specialty retailer of women’s private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing items operating under the Chico’s, White House | Black Market (“WH|BM”), Soma and Boston Proper brand names. We earn revenues and generate cash through the sale of merchandise in our domestic and international retail stores, on our various websites, through our call center which takes orders for all of our brands, and through an unaffiliated franchise partner in Mexico.

We utilize an integrated omni-channel approach to managing our business. We want our customers to experience our brands, not a channel within our brands, and view our various sales channels as a single, integrated process rather than as separate sales channels operating independently. This approach allows our customers to browse, purchase, return, or exchange our merchandise through whatever sales channel and at whatever time is most convenient for her. As a result, we track total sales and comparable sales on a combined basis.

Net sales for the first quarter of fiscal 2015 were $693.3 million, an increase of 1.7% compared to $681.6 million in last year's first quarter. The increase reflected 56 net new stores for a 3.3% square footage increase since last year’s first quarter, partially offset by a 0.1%decrease in comparable sales. The 0.1%decrease in comparable sales for the first quarter was following a 2.6%decrease in last year’s first quarter, reflecting approximately flat average dollar sale and transaction count.

Net income for the first quarter of fiscal 2015 was $32.5 million, or $0.22 per diluted share, compared to a net income of $39.9 million, or $0.26 per diluted share, in last year’s first quarter. Results for the first quarter of fiscal 2015 include the impact of restructuring and strategic charges primarily related to employee-related costs and property and equipment impairment charges, of $9.3 million after-tax, or $0.06 per diluted share. The change in earnings per share reflects a decrease in net income, partially offset by the impact of approximately 11.3 million shares repurchased since the end of the first quarter last year, of which 10.7 million were repurchased in the first quarter of fiscal 2015.

Our Business Strategy

Our overall business strategy is focused on building and cultivating a portfolio of high-performing retail brands serving the fashion needs of women 35 years and older. In the near term, we are focused on increasing the sales volume and profitability of our existing brands. Over the long term, we may build our brand portfolio by considering the organic development or acquisition of other specialty retail concepts when our research indicates that the opportunity complements our current brands and is appropriate and in the best interest of the shareholders.

We pursue the growth of the brands in our portfolio by building our omni-channel capabilities, which includes managing our store base and our growing online presence, executing innovative marketing plans, effectively leveraging expenses and optimizing the potential of each of our four brands. As part of our continuous efforts to improve our overall strategy while seeking to enhance and support our long-term growth, in the fourth quarter of 2014, we initiated new capital allocation and cost reduction initiatives that are focused on advancing our omni-channel capabilities in order to improve the overall customer experience, reducing overall capital expenditures, re-balancing our store fleet, effectively managing other expenses and improving our inventory management.

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RESULTS OF OPERATIONS

Thirteen Weeks Ended May 2, 2015 Compared to the Thirteen Weeks Ended May 3, 2014

The following table depicts net sales by Chico’s, WH|BM, Soma and Boston Proper in dollars and as a percentage of total net sales for the thirteen weeks ended May 2, 2015 and May 3, 2014:

	Thirteen Weeks Ended
	May 2, 2015				May 3, 2014
	(dollars in thousands)
Chico's	$	368,492	53.2	%	$	372,288	54.6	%
WH|BM	224,520		32.4	%	217,173		31.9	%
Soma	76,546		11.0	%	67,833		10.0	%
Boston Proper	23,781		3.4	%	24,311		3.5	%
Total net sales	$	693,339	100.0	%	$	681,605	100.0	%

Net sales for the first quarter increased1.7% to $693.3 million from $681.6 million in last year’s first quarter, primarily reflecting 56 net new stores for a 3.3% square footage increase since last year's first quarter, partially offset by a 0.1%decrease in comparable sales. The 0.1%decrease in comparable sales for the first quarter was following a 2.6%decrease in last year’s first quarter,reflecting approximately flat average dollar sale and transaction count.

The following table depicts comparable sales percentages by Chico's, WH|BM and Soma for the thirteen weeks ended May 2, 2015 and May 3, 2014:

	Thirteen Weeks Ended
	May 2, 2015		May 3, 2014
Chico's	(2.3	)%	(0.9	)%
WH|BM	1.7	%	(8.6	)%
Soma	6.5	%	9.3	%
Total Company	(0.1	)%	(2.6	)%

Cost of Goods Sold/Gross Margin

The following table depicts cost of goods sold and gross margin in dollars and gross margin as a percentage of total net sales for the thirteen weeks ended May 2, 2015 and May 3, 2014:

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
	(dollars in thousands)
Cost of goods sold	$	297,569		$	298,714
Gross margin	$	395,770		$	382,891
Gross margin percentage	57.1		%	56.2		%

For the first quarter of fiscal 2015, gross margin was $395.8 million compared to $382.9 million in last year’s first quarter. Gross margin was 57.1% of net sales, a 90 basis point increase from last year’s first quarter, primarily reflecting a decrease in promotional activity in response to improved inventory management, partially offset by the impact of product delayed by port issues in 2015 and the return to accrued incentive compensation at a target level.

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Selling, General and Administrative Expenses

The following table depicts SG&A, which includes store and direct operating expenses, marketing expenses and National Store Support Center (“NSSC”) expenses, in dollars and as a percentage of total net sales for the thirteen weeks ended May 2, 2015 and May 3, 2014:

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
	(dollars in thousands)
Selling, general and administrative expenses	$	328,217		$	319,049
Percentage of total net sales	47.4		%	46.8		%

For the first quarter of fiscal 2015, SG&A was $328.2 million compared to $319.0 million in last year’s first quarter. SG&A was 47.4% of net sales, a 60 basis point increase from last year’s first quarter, primarily reflecting sales deleverage of occupancy expenses and the return to accrued incentive compensation at a target level, partially offset by benefits from cost reduction efforts announced last quarter.

Restructuring and Strategic Charges

In fiscal 2014, we initiated a restructuring program, including the acceleration of domestic store closures and an organizational realignment, to ensure that resources are aligned with long-term growth initiatives, including omni-channel. These actions resulted in the impairment of certain assets, as well as the elimination of approximately 12% of the headquarters and field management employee base. In connection with this effort, in the first quarter of fiscal 2015, we recorded pre-tax restructuring and strategic charges of $14.9 million, which consisted of $6.0 million in non-cash property and equipment impairment charges, $5.6 million in continuing employee-related costs, $1.6 million in severance charges and $1.7 million in other charges. The after-tax impact of the restructuring and strategic charges totaled $9.3 million, or $0.06 per diluted share.

In connection with the program we determined to increase the rate of domestic store closures, with 135-140 under-performing stores to be closed starting in fiscal 2015 through 2017. As a result, we expect to incur lease termination expenses of approximately $2.5 million over the next 3 fiscal years.

Net Income and Earnings Per Diluted Share

Net income for the first quarter of fiscal 2015 was $32.5 million, or $0.22 per diluted share, compared to a net income of $39.9 million, or $0.26 per diluted share in last year’s first quarter. Results for the first quarter of fiscal 2015 include the impact of restructuring and strategic charges primarily related to employee-related costs and property and equipment impairment charges, of $9.3 million after-tax, or $0.06 per diluted share. The change in earnings per share reflects a decrease in net income, partially offset by the impact of approximately 11.3 million shares repurchased since the end of the first quarter last year, of which 10.7 million were repurchased in the first quarter of fiscal 2015.

Liquidity and Capital Resources

We believe that our existing cash and marketable securities balances, cash generated from operations, available credit facilities and potential future borrowings will be sufficient to fund capital expenditures, working capital needs, dividend payments, potential share repurchases, commitments, and other liquidity requirements associated with our operations for the foreseeable future. Furthermore, while it is our intention to repurchase our stock and pay a quarterly cash dividend in the future, any determination to repurchase additional shares of our stock or pay future dividends will be made by the Board of Directors and will depend on our stock price, future earnings, financial condition, and other factors considered by the Board.

Our ongoing capital requirements will continue to be primarily for enhancing and expanding our omni-channel capabilities, including: new, expanded, relocated and remodeled stores; and information technology.

Operating Activities

Net cash provided by operating activities for the first quarter of fiscal 2015 was $41.7 million, a decrease of approximately $25.7 million from last year's first quarter. This decrease primarily reflected changes in working capital, a decrease in fiscal 2015 net income, partially offset by property and equipment impairment charges related to restructuring and strategic activities in the first quarter of fiscal 2015. The changes in working capital primarily reflected the timing of payables, a decrease in accruals related to new store openings and lower accrued income taxes, partially offset by the return to accrued incentive compensation at a target level.

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At the end of the first quarter of 2015, total inventories per selling square foot decreased 2.8%, primarily reflecting improved inventory management and lower average unit cost compared to the first quarter last year. Total inventories increased by less than one percent compared to the first quarter of last year.

Investing Activities

Net cash provided by investing activities for the first quarter of fiscal 2015 was $58.3 million compared to $9.5 million used in investing activities in last year's first quarter, reflecting a $78.1 milliondecrease in marketable securities in fiscal 2015 related to the partial funding of the ASR Agreements as further discussed in Note 8, compared to a $25.0 milliondecrease in last year's first quarter to fund general business operating needs. Investing activities in the first quarter of fiscal 2015 included net purchases of property and equipment totaling $19.8 million compared to $34.5 million in the same period last year.

Financing Activities

Net cash used in financing activities for the first quarter of fiscal 2015 was $135.5 million compared to $13.9 million in the same period last year. The increase in net cash used in financing activities primarily reflects $250.0 million in fiscal 2015 share repurchases under our ASR Agreements, partially offset by $124.0 million in proceeds received from borrowings under the Credit Facility, as further discussed in Note 7.

In the first quarter of fiscal 2015 we repurchased 10.7 million shares of our common stock under our ASR Agreements, as further discussed in Note 8. The value of the initial shares received on the date of purchase was approximately $187.5 million, reflecting a $17.50 price per share. In accordance with authoritative guidance, we recorded the remaining $62.5 million as a forward contract indexed to our common stock within additional paid-in capital.

Credit Facility

In fiscal 2011, we entered into a $70.0 million senior five-year unsecured revolving credit facility (the “Credit Facility”) with a syndicate led by JPMorgan Chase Bank, N.A., as administrative agent and HSBC Bank USA, National Association, as syndication agent. In February 2015, we entered into an amendment of the Credit Facility expanding the commitment from $70.0 million to $125.0 million.

The Credit Facility provided a $125.0 million revolving credit facility that was scheduled to mature on July 27, 2016. As of May 2, 2015, $124.0 million in borrowings were outstanding under the Credit Facility, used to partially fund the ASR Agreements, as further discussed in Note 8. The outstanding borrowings incurred interest based upon theone-month LIBOR plus 1.75% and are reflected as $34.0 million in current debt and $90.0 million in long-term debt in the accompanying condensed consolidated balance sheets.

On May 4, 2015, we entered into a credit agreement (the "Agreement") among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent and the Lenders party hereto. Our obligations under the Agreement are guaranteed by certain of our material U.S. subsidiaries. The Agreement provides for a term loan commitment in the amount of $100.0 million, of which $100.0 million was drawn at closing, and matures on May 4, 2020. The Agreement also provides for a $100.0 million revolving credit facility, of which $24.0 million was drawn at closing, and matures on May 4, 2020. The Agreement has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement.

Store and Franchise Activity

During the first quarter of fiscal 2015, we had 5 net openings, consisting of 1 WH|BM, 3 Soma and 1 Boston Proper store. Currently, we expect 5-10 net store closures in fiscal 2015, reflecting approximately 5 net closures of Chico's stores, 8 net closures of WH|BM stores, 4 net openings of Soma stores and 1 net opening of Boston Proper stores. We continuously evaluate the appropriate new store growth rate in light of economic conditions and may adjust the growth rate as conditions require or as opportunities arise. As of May 2, 2015, we also sold merchandise through 33 international franchise locations.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon the condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities.

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We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors and believes the assumptions and estimates, as set forth in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, are significant to reporting our results of operations and financial position. There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

In fiscal 2014, as a result of sales and margin declines in the Boston Proper brand due to issues with merchandising and marketing effectiveness, we recorded a pre-tax goodwill impairment charge of $25.8 million, reducing the carrying value of Boston Proper goodwill to $48.8 million and an impairment charge related to the Boston Proper trade name of $4.3 million pre-tax, reducing the carrying value of the Boston Proper trade name to $41.7 million. The 2014 Boston Proper impairment test utilized future cash flows for the Boston Proper reporting unit, which were projected based on our estimates, at that time, of future revenues, operating income and other factors. The discount rates used were based on a weighted-average cost of capital determined from relevant market comparisons, adjusted upward for specific reporting unit risks. Although we believe that our estimates of fair value are reasonable, if the sales or profitability trends continue to decline during fiscal 2015 compared to those that were expected or market multiples of similar companies or transactions decline, it is possible that an interim test, or our annual impairment test, could result in an impairment of Boston Proper goodwill or the Boston Proper trade name.

Forward-Looking Statements

This Form 10-Q may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to certain events that could have an effect on our future financial performance, including but without limitation, statements regarding our plans, objectives, and future growth rates of our store concepts. These statements may address items such as future sales, gross margin expectations, SG&A expectations, operating margin expectations, earnings per share expectations, planned store openings, closings and expansions, future comparable sales, future product sourcing plans, inventory levels, planned marketing expenditures, planned capital expenditures and future cash needs. In addition, from time to time, we may issue press releases and other written communications, and our representatives may make oral statements, which contain forward-looking information.

These statements, including those in this Form 10-Q and those in press releases or made orally, relate to expectations concerning matters that are not historical fact and may include the words or phrases such as “expects,” “believes,” “anticipates,” “plans,” “estimates,” “approximately,” “our planning assumptions,” “future outlook,” and similar expressions. Except for historical information, matters discussed in such oral and written statements, including this Form 10-Q, are forward-looking statements. These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those currently anticipated. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will, in fact, occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described in Item 1A, “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 9, 2015 and the following:

These potential risks and uncertainties include: the financial strength of retailing in particular and the economy in general; the extent of financial difficulties that may be experienced by customers; our ability to secure and maintain customer acceptance of styles and store concepts; the ability to maintain an appropriate level of inventory; the extent and nature of competition in the markets in which we operate; the extent of the market demand and overall level of spending for women’s private branded clothing and related accessories; the effectiveness of our brand awareness and marketing programs; the adequacy and perception of customer service; the ability to respond to actions of activist shareholders and others; the ability to coordinate product development with buying and planning; the quality of merchandise received from suppliers; the ability to efficiently, timely and successfully execute significant shifts in the countries from which merchandise is supplied; the ability of our suppliers to timely produce and deliver clothing and accessories; the changes in the costs of manufacturing, labor and advertising; the availability of quality store sites; our ability to grow through new store openings; the buying public’s acceptance of any of our new store concepts; the ability to successfully execute our business strategies; the continuing

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performance, implementation and integration of management information systems; the impact of any systems failures, cyber security or security breaches, including any security breaches that result in theft, transfer, or unauthorized disclosure of customer, employee, or company information or our compliance with information security and privacy laws and regulations in the event of such an incident; the ability to hire, train, energize and retain qualified sales associates, managerial employees and other employees; the ability to achieve the results of our restructuring program; the ability to expand our distribution center and other support facilities in an efficient and effective manner; the ability to effectively and efficiently establish our websites; the ability to secure and protect trademarks and other intellectual property rights and to protect our reputation and brand images; the ability to effectively and efficiently operate our brands; risks associated with terrorist activities; risks associated with natural disasters such as hurricanes and other risks. In addition, there are potential risks and uncertainties that are related to our reliance on sourcing from foreign suppliers, including the impact of work stoppages; transportation delays and other interruptions; political or civil instability; imposition of and changes in tariffs and import and export controls such as import quotas; changes in governmental policies in or towards foreign countries; currency exchange rates and other similar factors.

All written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk of our financial instruments as of May 2, 2015 has not significantly changed since January 31, 2015. We are exposed to market risk from changes in interest rates on any future indebtedness and our marketable securities and from foreign currency exchange rate fluctuations.

Our exposure to interest rate risk relates in part to our revolving line of credit with our bank. On May 4, 2015, we entered into a new credit agreement and repaid, with no prepayment penalties, the $124.0 million outstanding obligation under our existing Credit Facility, as further discussed in Note 7. The new agreement, which matures on May 4, 2020, has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement. An increase or decrease in market interest rates of 100 basis points would not have a material effect on annual interest expense. 

Our investment portfolio is maintained in accordance with our investment policy which identifies allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. Our investment portfolio consists of cash equivalents and marketable securities including corporate bonds, U.S. government agencies, municipal securities and commercial paper. The marketable securities portfolio as of May 2, 2015, consisted of $27.5 million of securities with maturity dates within one year or less and $20.9 million with maturity dates over one year and less than or equal to two years. We consider all marketable securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities as short-term investments within current assets on the condensed consolidated balance sheets as they are available to support current operational liquidity needs. As of May 2, 2015, an increase or decrease of 100 basis points in interest rates would not have a material effect on the fair value of our marketable securities portfolio.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective in providing reasonable assurance in timely alerting them to material information relating to us (including our consolidated subsidiaries) and that information required to be disclosed in our reports is recorded, processed, summarized, and reported as required to be included in our periodic SEC filings.

Changes in Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the above referenced evaluation. Furthermore, there was no change in our internal control over financial reporting or in other factors during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, we are subject to proceedings, lawsuits and other claims including proceedings under laws and government regulations relating to labor, product, intellectual property and other matters. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the ultimate aggregate amount of monetary liability or financial impact with respect to these matters at May 2, 2015, cannot be ascertained. Although these matters could affect the consolidated operating results of any one quarter when resolved in future periods, and although there can be no assurance with respect thereto, management believes that, after final disposition, any monetary liability or financial impact to us would not be material to the annual consolidated financial statements.

We are not currently a party to any legal proceedings, other than various claims and lawsuits arising in the normal course of business, none of which we believe should have a material adverse effect on our consolidated financial condition or results of operations.

ITEM 1A. RISK FACTORS

In addition to the other information discussed in this report, the factors described in Part I, Item 1A. “Risk Factors” in our 2014 Annual Report on Form 10-K filed with the SEC on March 9, 2015 should be considered as they could materially affect our business, financial condition or future results. There have not been any significant changes with respect to the risks described in our 2014 Form 10-K, but these are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information concerning our purchases of common stock for the periods indicated (amounts in thousands, except share and per share amounts):

Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Publicly Announced  Plans
February 1, 2015 - February 28, 2015	170,314	$	18.05	—	$	290,000
March 1, 2015 - April 4, 2015 (c)	11,006,450	$	17.52	10,714,286	$	40,000
April 5, 2015 - May 2, 2015	4,904	$	17.09	—	$	40,000
Total	11,181,668	$	17.52	10,714,286	$	40,000

(a) Includes 467,382 shares of restricted stock repurchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan.

(b) In December 2013, we announced a $300.0 million share repurchase plan. There was approximately $40.0 million remaining under the program as of the end of the first quarter. The repurchase program has no specific termination date and will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors.

(c) In March 2015, we entered into ASR Agreements, as further discussed in Note 8, under which we paid $250.0 million and received an initial delivery of 10,714,286 shares of our common stock, representing approximately 75% of the shares expected to be repurchased based on the share price on the date of the agreement. The ASR Agreements are expected to be completed no later than October 2015. Shares purchased pursuant to the ASR Agreements are presented in the above table in the periods in which they are received. The amount that may yet be purchased under our share repurchase program, as presented in the above table, was reduced by the entire $250.0 million payment.

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ITEM 6. EXHIBITS

(a) The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

Exhibit 10.1	Employment letter agreement between the Company and David F. Dyer, dated as of March 3, 2014
Exhibit 10.2	Employment letter agreement between the Company and David F. Dyer, dated as of March 6, 2015
Exhibit 10.3	Employment letter agreement between the Company and Todd E. Vogensen, dated as of March 3, 2015
Exhibit 31.1	Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer
Exhibit 31.2	Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer
Exhibit 32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS	XBRL Instance Document
Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	XBRL Taxonomy Definition Linkbase Document
Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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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 thereunto duly authorized.

			CHICO’S FAS, INC.
Date:	May 28, 2015	By:	/s/ David F. Dyer
			David F. Dyer
			President and Chief Executive Officer
Date:	May 28, 2015	By:	/s/ Todd E. Vogensen
			Todd E. Vogensen
			Executive Vice President, Chief Financial Officer and Corporate Secretary
Date:	May 28, 2015	By:	/s/ David M. Oliver
			David M. Oliver
			Vice President, Controller, Chief Accounting Officer and Treasurer

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EX-10.1

Exhibit 10.1

11215 Metro Parkway

Fort Myers, Florida 33966

(239)277-6200

March 3, 2014

Mr. David F. Dyer

#################

#################

Dear Dave:

This letter sets forth our agreement on your compensation and benefits package for fiscal 2014 for your service as the Chief Executive Officer at Chico's FAS, Inc. (the "Company" or "Chico's"). Your signature where indicated signifies your acceptance of the following:

Base Salary: $950,000.00 annually

Incentive Bonus: The Target Bonus is 150% of base salary. Actual bonus may range from 0-175% of target, contingent upon the achievement of certain performance goals consistent with the goals for other Chico's executives as established each year by the Board's Compensation and Benefits Committee (the "Plan"). Threshold is 25% of target. Company performance below levels established, however, will result in no bonus payout. Achievement of results beyond the Plan level may pay up to 175% of target. Payouts normally occur at or around the time of our earnings release in early March. The terms of the bonus, including eligibility, payouts and objectives, may be modified from time to time.

EquityAward: For the 2014 annual equity grant, you will receive an equity award designed to deliver approximately $6.625 million in value on the grant date. The grant date will be March 3, 2014 and the grant price will be the closing price of the Company's stock on the grant date. Approximately 50% of the equity award will be in the form of restricted stock. The restricted stock will vest over a 3-year period with one-third of the restricted stock grant vesting on each anniversary of the grant date. The balance of the equity award will be in the form of performance share units ("PSUs"). You will have the opportunity to earn between 0-150% of the target PSUs awarded with the actual number of PSUs earned based on the RONA targets as set forth under the Company's annual bonus plan. If earned, the PSUs will vest over a 3-year period with one­ third of the earned PSUs vesting on each anniversary of the grant date.

The actual number of shares awarded will depend on the share price on the grant date; provided, however, that, similar to other executives, the share price used to calculate the number of shares awarded will not be less than $14.00, even if the stock price on the grant date is below $14.00.

Transition to Non-Employee

Director: We have agreed that, at the appropriate time, you will transition from CEO to a non-employee Director. Under the Company's 2012 Omnibus Stock and Incentive Plan, all equity awarded to you during your tenure as CEO will continue to vest as set forth in the previous paragraph after that transition. You agree to work with the Board, or a Committee thereof, to accomplish a smooth transition from CEO to non-employee Director.

Severance and

Change of Control: If you are involuntarily terminated without "Cause," or in the event of a "Change of Control" resulting in your voluntary termination with "Good Reason," you may be entitled to the severance benefits set forth in Exhibit A to this letter. Eligibility and key terms are defined in Exhibit A. As a condition to receive the benefits listed in Exhibit A, you agree to execute the Company's Form of Waiver and Release substantially in the form of the agreement attached as Exhibit B to this letter. Both parties acknowledge the inclusion of Restrictive Covenants, including a non-competition covenant and a non-raiding covenant, in Exhibit B.

Death/Disability: In the event of your death or permanent disability, you will be entitled to the benefits set forth in Exhibit A to this letter. "Permanent Disability" shall mean "disabled" as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code").

Termination for "Cause"/

Violation of Restrictive

Covenants: In the event you are terminated for "Cause" or violate any applicable restrictive covenant as set forth in Exhibit B to this letter, you agree to the immediate forfeiture of any unvested equity grants and the cancellation of all outstanding option grants. You also agree that any gains on option exercises within 6 months of the violation of the restrictive covenant are subject to claw-back. Forfeiture of equity grants and option gains may also apply in the event grounds for a "cause" termination are uncovered during any severance period.

Use of Personal

Aircraft: If the Company requires the use of your personally owned aircraft for Company business, the Company will reimburse you for the actual cost of such business use at appropriate reimbursement rates.

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409A Compliance: Notwithstanding any provisions of this letter to the contrary and, to the extent applicable, this letter shall be interpreted, construed, and administered (including with respect to any amendment, modification, or termination of the letter), in such a manner so as to comply with the provisions of Code Section 409A and any related Internal Revenue Service guidance promulgated thereunder. In addition, for purposes of this letter, each amount to be paid or benefit to be provided to you pursuant to the letter, which constitutes deferred compensation subject to Code Section 409A, shall be construed as a separate identified payment for purposes of Code Section 409A.

Delayed Payment: Notwithstanding anything in this letter to the contrary, in the event the you are a "specified employee" (as such term is defined in Section 409A(a)(2)(B)(i) of the Code), to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, any payment due and payable to the you hereunder as a result of your severance from service with the Company shall not be made before the date which is six (6) months after such severance from service.

Group Insurance

Plan: Medical/Dental/Vision

Notwithstanding anything in this letter to the contrary and regardless of the reason for your termination from the Company, you will eligible to receive continued health insurance benefits post-termination until you reach the age of 67 (or, in the case of your death, spousal coverage until you would have reached age 67); provided that you (or your spouse) pay the employee portion of premium post-termination, and provided further that (i) benefits will be discontinued if and when you receive similar benefits from another employer, and (ii) Chico's will not be obligated to provide health benefits to you if it no longer maintains a group health plan.

Page 3

Health care coverage continuation shall be concurrent with applicable COBRA requirements

Life Insurance: Chico's provides term insurance equal to lx your base salary; in addition Chico's provides accidental death and dismemberment insurance equal to 1x your base salary. Supplemental insurance is available for purchase.

401(k) Plan: Eligible deferral of 1-100% of your compensation (subject to an IRS maximum), with a match of 50% of the first 6% of compensation you defer.

Deferred Compensation

Plan: As a highly compensated associate of Chico's, you will have the opportunity to participate in the Chico's Deferred Compensation Plan and to defer pre-tax compensation (less applicable FICA/Medicare tax withholding). You may defer up to 80% of your base salary payable during 2014 and up to 100% of your bonus paid for 2014 payable in March 2015 in accordance with the terms of the plan.

Stock Purchase

Plan: To the extent made available to other officers of Chico’s, the opportunity to purchase Chico's stock directly from the Company for a discount, two times a year, in March and September.

As in the past, please understand that Chico's FAS, Inc. is an at-will employer, meaning that either you or Chico's (subject to severance benefits outlined in Exhibit A) are free to end the employment relationship at any time, with or without notice or cause.

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Please indicate your acceptance of the above by signing below and returning to my attention. By signing this letter you warrant your acknowledgment the at-will nature of our relationship, and that you are not a party to any agreement that would bar or limit the scope of your employment with Chico's.

If you have any questions, please feel free to call me at your convenience.

Very truly yours,

/s/ Ross Roeder                             

Ross Roeder

Chairman of the Board

Chico's FAS, Inc.

Accepted by:

/s/ David F. Dyer	3/6/2014
David F. Dyer	Date

Page 5

EXHIBIT A

In the event of your involuntary termination as CEO without Cause, as defined below, other than a termination within 24 months following a Change in Control (defined below), you will be entitled to all of the benefits set forth, below. We have agreed that for the purposes of this Exhibit A, a voluntary transition from your position as CEO to a non-employee member of our Board of Directors does not constitute a termination.

Once the transition from your position as CEO to a non-employee member of our Board of Directors is complete, if the Board does not nominate you to stand for election to the Board in the normal course, if you are not reelected to the Board by a majority of the Company's shareholders, or in the event of your death or permanent disability, then you will only be entitled to the benefits set forth in paragraphs 3 through 6, below.

1) Payments equal to the sum of base salary and target bonus, payable in monthly installments over one year. Payments will commence on the thirty-fifth (35^th) day following your termination of employment, provided that (i) you have executed the waiver and release agreement, and (ii) the required revocation period has expired.

2) A pro-rated bonus for the applicable bonus period based on actual company performance that would otherwise have been payable to you. Payments will be made after year-end results are measured, but in no event later than two and one­ half months after the end of the fiscal year.

3) Accelerated vesting of time-based restricted stock grants without proration.

4) Accelerated vesting of all PSUs based on actual performance at end of the performance period, without proration. These shares will be paid as soon as possible after the end of the performance period, but in no event later than two and one-half months after the end of such performance period.

5) Continued health insurance coverage until age 67 provided that you pay the employee portion of premium post-termination, and provided further that (i) benefits will be discontinued if and when you receive similar benefits from another employer, and (ii) Chico's will not be obligated to provide health benefits to you if it no longer maintains a group health plan.

6) All severance benefits are specifically conditioned on the Company receiving a signed waiver and release agreement from you as well as your continued compliance with the restrictive covenants.

"Cause" shall mean the occurrence of any of the following:

1) Your conviction of, or entering a plea of no contest to, any felony;

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2) Your conviction of, or entering a plea of no contest to, any crime related to your employment by the Company, but specifically excluding traffic offenses;

3) Your continued willful neglect of, refusal to perform, or gross negligence concerning, your duties, or engaging in willful misconduct in the performance of your duties, which has a material adverse effect on the Company;

4) Your willful failure to take actions that are permitted by law and necessary to implement policies of the Company's Board of Directors which the Board of Directors has communicated to you in writing, provided that minutes of a Board of Directors meeting that are provided to or made available to you shall be deemed communicated to you;

5) Your material breach of the terms of the attached letter agreement; or,

6) Drug or alcohol abuse by you, but only to the extent that such abuse has an obvious and material adverse effect on the Company or on the performance of your duties and responsibilities under this Agreement,

provided; however, that Cause shall not be found in any of the circumstances set forth above (other than in subparagraph (1), or (2) above or where the basis for the Cause determination is incapable of being cured) unless the relevant act or failure to act is not cured by you within ten (10) business days after the Company gives you written notice setting out a clear description of the circumstances alleged by the Company to constitute Cause hereunder.

In the event of your involuntary termination without Cause, or your voluntary termination with "Good Reason," as defined below, in either case within 24 months following a Change in Control (CIC), you will be entitled to the following:

1) An amount equal to two (2) times the sum of base salary and target bonus, payable in a lump sum. Payments will be made on the thirty-fifth (35th) day following your termination of employment, provided that (i) you have executed the waiver and release agreement, and (ii) the required revocation period has expired.

2) You may exercise any vested options for three years after termination or the remaining term of the options, whichever is less.

3) PSUs -Upon a CIC, any unvested PSUs will be converted, without pro-ration, to time vested restricted stock units, with the number of restricted stock units based upon performance to the date of the CIC. In the event of your involuntary termination without "Cause" or your termination with "Good Reason," as defined below, in either case within 24 months following the CIC, vesting of these restricted stock units and any other unvested restricted shares will be accelerated and you will receive delivery of the shares within 60 days following such termination of employment.

- ----·---

Page 7

"Good Reason" shall mean, without your express written consent, the occurrence of the following events, unless such events are corrected in all material respects by the Company within 30 days of your written notification to us that you intend to terminate your employment for "Good Reason and provided that you gave the Company notice within 90 days of the initial existence of such conditions:"

1) Any material reduction in your then current titles or positions, or a material reduction in your then current duties or responsibilities; or

2) Your failure to be re-elected or re-appointed to the Company's Board of Directors.

In the event of your death or "Permanent Disability", as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), following a CIC, You or your beneficiaries will be entitled to the following:

1) All accrued but unpaid compensation

2) You or your beneficiaries may exercise any vested options for one year after your death or Permanent Disability or the remaining term of the options, whichever is less.

3) Continued health insurance coverage until age 67 (or, in the case of death, until executive would have reached age 67) as set forth in the Letter; such benefits to be mitigated by similar benefits provided by new employer.

A "Change in Control" shall mean:

1) any "person" or "group" as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 ("Act") becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company's then outstanding securities;

2) during any one-year period, individuals who at the beginning of such period constitute the Board of Directors, and any new director who is elected or nominated by the Board by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the one-year period or whose election or nomination was previously so approved, cease to constitute at least a majority of the Board;

3) a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more

Page 8

than fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent outstanding immediately after such merger or consolidation; or

4) the sale or disposition of all or substantially all of the Company's assets.

Provided that a "Change in Control" shall not be deemed to have occurred unless it is a "change in control" within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.

EXHIBIT B

CONFIDENTIAL EXECUTIVE SEPARATION AGREEMENT AND RELEASE

This Confidential Executive Separation Agreement and Release ("Agreement") is entered into between Chico's FAS, Inc., its subsidiaries and affiliates, including but not limited to Chico's Retail Services, Inc., White House/Black Market, Inc., Chico's Distribution Services, LLC, SOMA by Chico's, LLC and Boston Proper, Inc. (collectively referred to in this Agreement as the "Company") and ___________ ("Executive").

Executive's employment by Company as its _____________________________ has been terminated effective _____________ ("Termination Date"). Company and Executive wish to provide for the payment of severance pay to Executive and the final settlement of all claims that Executive may have against Company and any of the other Released Parties named in this Agreement, including but not limited to claims arising out of his employment by Company and claims alleging an ownership interest in Company. Therefore, Company and Executive agree as follows:

1.    Termination of Employment

Executive acknowledges that his employment by Company has been terminated effective at the close of business on the Termination Date. He acknowledges that he has received all of his accrued salary and vacation pay up to and including that date. He shall not receive or accrue any salary or benefits after that date.

2. Severance Payments

Company shall pay Executive severance payments and benefits in the amount and manner outlined in the Letter Agreement dated March 3, 2014.

3. General Release

In exchange for the payments described in paragraph 2 above, Executive, on behalf of himself, his heirs, executors, administrators, successors and assigns, releases and waives any claims, charges, complaints, liabilities, obligation s, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, of any kind that he or his heirs, executors, administrators, successors and assigns had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever (the "Claims") against, (a) Company and its subsidiaries and

Page 9

affiliates, including but not limited to Chico's Retail Services, Inc., White House/Black Market, Inc., Chico's Distribution Services, LLC, SOMA by Chico's, LLC and Boston Proper, Inc.; (b) the owners, shareholders, employees, officers, managers, supervisors, directors, agents, attorneys, partners, joint ventures, predecessors, successors and assigns of Company and its subsidiaries and affiliates; and (c) the employee benefit plans and plan administrators and fiduciaries of Company and its subsidiaries and affiliates (collectively referred to in this Agreement as the "Released Parties") from the beginning of time through the date upon which he signs this Agreement. Notwithstanding the foregoing , nothing herein shall be considered as releasing; (i) any rights that Executive may have to indemnification and directors and officers liability insurance coverage; (ii) Executives' right to enforce the terms of this Agreement; (iii) any rights that cannot be waived under applicable Jaw; or (iv) any rights to workers' compensation or unemployment insurance benefits.

This General Release waives all Claims of any kind that Executive may have against the Released Parties from the beginning of time through the date upon which Executive signs this Agreement, including any Claim arising out of (a) Executive's employment by Company or the termination of that employment; (b) an alleged ownership interest in Company; (c) any express or implied contract; (d) any public policy violation or other tort; (e) any federal, state or local constitution, statute, regulation or ordinance (including statutory attorneys' fees); or (f) any other law of any kind. It expressly waives all Claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the American s with Disabilities Act, the Fair Labor Standards Act, the Worker Retraining and Notification Act, the Employee Retirement Income Security Act, and the Florida Civil Rights Act of 1992 (often referred to as the Florida Civil Human Rights Act). Executive represents that he has not filed against the Company or any of the Released Parties any complaints, charges or lawsuits arising out of his employment by the Company, or any other matter arising on or prior to the date he signs this Agreement. Executive covenants and agrees that he will not seek any personal recovery against the Company or any of the Released Parties arising out of any of the matters set forth in this paragraph 3.

4. Knowing and Voluntary Waiver

By signing this Agreement, Executive acknowledges the following:

(a)He has read and understands this Agreement.

(b)He understands that the General Release set forth above waives rights or claims arising under the Age Discrimination in Employment Act.

(c) He understands that be is not waiving any rights or claims under the Age Discrimination in

Employment Act that may arise after the date on which he signs this Agreement.

(d) He was not already entitled to the severance payments described above, and they are consideration

in exchange for his waiver of rights or claims in this Agreement.

(e) He is advised that he should consult with an attorney prior to signing this Agreement.

Page 10

(f) He understands that he has a period of 21 days to consider this Agreement before signing it.

(g)He understands that he has a right to revoke this Agreement for seven days after signing it, and that it will not become effective or enforceable until that period has expired. To be effective, any revocation must be, in writing, to the Chief Human Resources Officer for the Company, and state, "I hereby revoke my acceptance of our Confidential Executive Separation Agreement and Release." The revocation must be personally delivered to the Chief Human Resources Officer for the Company, or his designee, or mailed to the Chief Human Resources Officer for the Company and postmarked within seven calendar days of execution of this Agreement. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired.

(h)    Revisions to this Agreement do not restart the 21 period set forth in this Section.

5. No Assignment of Claims

Executive represents and warrants that he has not transferred or assigned to any other person or entity any of the claims that are waived or released by him in the General Release set forth above. ·

6. Non-Disclosure and Code of Ethics Agreements

Executive acknowledges that he has surviving obligations under the Code of Ethics and the Non-Disclosure Agreement that he previously signed, which are incorporated into this Agreement by reference, and he agrees to comply with all of such obligations. Executive acknowledges that the Non-Disclosure Agreement prohibits him from using or disclosing, in any way, information relating to the compensation or contact information of current or former employees of the Company.

7. Employment with a Competitor

Executive understands if he begins to work for a Direct Competitor of the Company, as an employee, director, or contractor, within twelve months from the Effective Date of this Agreement, he must immediately notify the Chief Human Resources Officer for the Company. Executive also understands if he does begin such work, all remaining severance payments under Section 2, above, will end. For the purposes of this Agreement, Direct Competitors of the Company arc specifically defined as ______________. ____________ and ____________. [Company to insert named competitors].

8. Confidentiality

Executive agrees that he will not disclose the terms of this Agreement to anyone except his accountant or attorney, unless he is required to do so by law or court order. He further agrees that any disclosure of such terms by his accountant or attorney will be deemed to be a breach of this covenant. Because a breach of this covenant would result in damages that would be extremely

Page 11

difficult to ascertain or calculate, liquidated damages in the sum of $10,000 shall immediately be due from Executive to Company if this covenant is breached.

9. No Disparagement

Executive agrees that he will not disparage Company or any of the other Released Parties in any communication, or make any statements that will reflect negatively on or harm the business interests of any of them.

10. No Raiding

Executive agrees that, for one year following the Effective Date of this Agreement, he will not solicit or attempt to persuade any employee, consultant, representative or agent of Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with Company or its subsidiary or affiliate. Executive acknowledges that the purpose of this covenant is to enable Company and its subsidiaries and affiliates to maintain a stable workforce in order to remain in business, and that it would disrupt, damage, impair and interfere with their business if he were to engage in such solicitation.

11. Return of Company Property

Executive acknowledges that he is required to return to Company all property belonging to Company or its subsidiaries or affiliates, and he agrees to do so promptly. This includes, but is not limited to, equipment, keys, credit cards, files, records, documents, notes, computer records, intellectual property and proprietary information of any kind. He further acknowledges that he is not permitted to remove such property from the premises of Company or its subsidiaries or affiliates or retain it in his possession, and he agrees not to do so.

12. Restrictive Covenants

Executive agrees that should he violate any of the Restrictive Covenants outlined in Paragraphs 6, 7, 9 and 10, herein, any unvested equity grants will be immediately forfeited and all outstanding option grants will be cancelled. He further acknowledges that any gains on option exercises within six months of the violation of the Restrictive Covenant are subject to claw-back. These remedies are in addition to any and all other legal remedies.

13. Future Employment

Executive agrees that he will not apply for employment with Company or any of its subsidiaries or affiliates at any time in the future.

14. Non-Admission of Liability

Nothing in this Agreement shall be construed as an admission of liability by Company or any of the other Released Parties.

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15. Cooperation

Executive agrees that, if any legal action is threatened or commenced against Company or any of the other Released Parties, relating to events about which he has knowledge, he will cooperate fully with them in the defense of such action.

16. Entire Agreement

With the exception of the Non-Disclosure Agreement and Code of Ethics referred to above, this Agreement contains the complete and exclusive agreement between Executive and Company related to the matters addressed herein, and it supersedes any other agreements for understandings between them, whether oral or in writing. Executive acknowledge s that he has not relied on any oral representations concerning the effect of this Agreement.

17. Amendments and Waivers

This Agreement may be amended or modified, and its provisions may be waived, only in a written instrument signed by Executive and Company.

18. Severability

If any part of this Agreement is held to be unenforceable for any reason, the other parts of the Agreement will remain in effect.

19. Governing Law

This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to principles of conflict of laws.

20. Interpretation

The rule of interpretation that ambiguities in an agreement arc to be construed against the party that drafted

it shall not apply to this Agreement.

21. Successors

This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, successors and

assigns.

22. Counterparts

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This Agreement may be executed in counterparts, and every signed counterpart shal1 have the legal effect of an original document.

23. Attorneys' Fees

If any arbitration or other legal proceeding is commenced to enforce the terms of this Agreement, the prevailing party shall be entitled to the payment of its reasonable attorneys' fees and costs in the proceeding by the losing party.

24.    Effective Date

This Agreement shall become effective upon the expiration of the seven-day revocation period provided for above, unless Executive revokes it during the revocation period.

EXECUTIVE	CHICO'S FAS, INC.
By:	By:	Chief Human Resources Officer
Dated:	Dated:

Page 14

EX-10.2

Exhibit 10.2

11215 Metro Parkway

Fort Myers, Florida 33966

(239)277-6200

March 6, 2015

Mr. David F. Dyer

##################

##################

RE: Fiscal Year 2015 Compensation and Benefits Package

Dear Dave:

This letter is to confirm our agreement that your compensation and benefits package for fiscal year 2015 for your service as the Chief Executive Officer at Chico’s FAS, Inc. (the “Company”) will be identical to the terms and conditions for fiscal 2014 as set forth in our letter agreement to you dated March 3, 2014, including Exhibits A and B, with the following modifications:

Equity Award:        

For the 2015 annual equity grant, you received an equity award with value of approximately $6.625 million on the grant date, March 2, 2015. Approximately 50% of the grant-date fair value of the award is in the form of restricted stock. The restricted stock will vest over a 3-year period with one-third of the restricted stock grant vesting on each anniversary of the grant date. The balance of the equity award is in the form of performance share units (PSUs). You will have the opportunity to earn between 0 to 150% of the target PSUs awarded with the actual number of PSUs earned based on the 2015 RONA targets as outlined in the PSU award agreement. If earned, the PSUs will vest over a 3-year period with one-third of the earned PSUs vesting on each anniversary of the grant date.

Please indicate your acceptance of the above by signing below and returning one copy to my attention. By signing this letter you warrant your acknowledgement the at-will nature of our relationship, and that you are not party to any agreement that bar or limit the scope of your employment with the Company.

If you have any questions, please feel free to call me at your convenience.

Very truly yours,

Ross Roeder

Chairman of the Board

Chico’s FAS, Inc.

Page 2 – Fiscal Year 2015 Compensation and Benefits Package

Accepted by:

/s/ David F. Dyer	03/16/2015
David F. Dyer	Date

Cc: John Mahoney, Chairman, Compensation and Benefits Committee, Chico’s FAS Inc. Board of Directors

EX-10.3

Exhibit 10.3

11215 Metro Parkway

Fort Myers, Florida 33966

(239)277-6200

March 3, 2015

Todd Vogensen

Dear Todd:

It is with great pleasure that we offer you the details of your appointment to the position of Executive Vice President, Chief Financial Officer, Chico’s FAS, Inc. You will continue to participate in all of the compensation and benefit programs offered to associates. This letter will outline the specific changes to your total compensation package as a result of your change in position.

Title: Executive Vice President, Chief Financial Officer

Reporting to: David Dyer

Base Salary: $475,000 annually

Promotion Date: February 23, 2015

Management Bonus Plan: Target of 70% of base salary earned during the performance period, prorated from date of promotion, contingent upon the achievement of corporate financial objectives. The terms of the bonus, including eligibility, payouts and objectives, may be modified from time to time.

Equity Grant: You will be eligible for an annual grant of stock for FY15 targeted at $800,000 in value delivered in the form of equal parts of Restricted Stock and Performance Share Units (PSUs). The final number of shares delivered is subject to Board approval.  In the future, you will be eligible for annual equity grants as determined by management.

Executive Benefits: Remain the same

Congratulations on your new role! I wish you continued success at Chico’s FAS.

Sincerely,

/s/ David F. Dyer                  

David F. Dyer

President & CEO

EX-31.1

Exhibit 31.1

CHICO’S FAS, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, David F. Dyer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chico’s FAS, Inc. for the period ended May 2, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 28, 2015

/s/ David F. Dyer
Name:	David F. Dyer
Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CHICO’S FAS, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Todd E. Vogensen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chico’s FAS, Inc. for the period ended May 2, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 28, 2015

/s/ Todd E. Vogensen
Name:	Todd E. Vogensen
Title:	Executive Vice President, Chief Financial Officer and Corporate Secretary

EX-32.1

Exhibit 32.1

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 Of The Sarbanes-Oxley Act Of 2002

I, David F. Dyer, President and Chief Executive Officer of Chico’s FAS, Inc. (the “Company”) certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Quarterly Report of the Company on Form 10-Q for the period ended May 2, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David F. Dyer

David F. Dyer

President and Chief Executive Officer

Date: May 28, 2015

EX-32.2

Exhibit 32.2

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 Of The Sarbanes-Oxley Act Of 2002

I, Todd E. Vogensen, Executive Vice President, Chief Financial Officer and Corporate Secretary of Chico’s FAS, Inc. (the “Company”) certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Quarterly Report of the Company on Form 10-Q for the period ended May 2, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Todd E. Vogensen

Todd E. Vogensen

Executive Vice President, Chief Financial Officer and Corporate Secretary

Date: May 28, 2015

XML

Share Repurchases (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	1 Months Ended
	Mar. 31, 2015	May 02, 2015	Jan. 31, 2015	Dec. 31, 2013
Equity, Class of Treasury Stock [Line Items]
Share repurchase authorization				$ 300,000,000
Amount remaining under stock repurchase program		40,000,000	290,000,000
Initial delivery, percentage of total shares	75.00%
Value of initial shares	187,500,000
Price per share (in dollars per share)	$ 17.50
Forward Contract Indexed to Issuer's Equity, Settlement Alternatives, Cash, at Fair Value	62,500,000
Accelerated Stock Repurchase Agreement [Member]
Equity, Class of Treasury Stock [Line Items]
Share repurchase authorization	250,000,000
Number of shares of treasury stock	10.70
Merrill Lynch [Member]
Equity, Class of Treasury Stock [Line Items]
Payment for accelerated stock repurchase agreements	125,000,000
Merrill Lynch [Member] | Accelerated Stock Repurchase Agreement [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares of treasury stock	5.35
JP Morgan [Member]
Equity, Class of Treasury Stock [Line Items]
Payment for accelerated stock repurchase agreements	$ 125,000,000
JP Morgan [Member] | Accelerated Stock Repurchase Agreement [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares of treasury stock	5.35

XML

Stock-Based Compensation (Summary Of Stock Option Activity) (Details) (USD $)	3 Months Ended
	May 02, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, beginning of period, Number of Shares	1,947,928
Granted, Number of Shares	0
Exercised, Number of Shares	(612,561)
Forfeited or expired, Number of Shares	(20,000)
Outstanding, end of period, Number of Shares	1,315,367
Exercisable at May 2, 2015, Number of Shares	1,315,367
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding, beginning of period, Weighted Average Exercise Price	$ 15.16
Granted, Weighted Average Exercise Price	$ 0.00
Exercised, Weighted Average Exercise Price	$ 11.28
Forfeited or expired, Weighted Average Exercise Price	$ 28.47
Outstanding, end of period, Weighted Average Exercise Price	$ 16.77
Exercisable at May 2, 2015, Weighted Average Exercise Price	$ 16.77

XML

Stock-Based Compensation

3 Months Ended

May 02, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

For the thirteen weeks ended May 2, 2015 and May 3, 2014, stock-based compensation expense was $7.6 million and $6.5 million, respectively. As of May 2, 2015, approximately 6.6 million shares remain available for future grants of equity awards under our 2012 Omnibus Stock and Incentive Plan.

Restricted Stock Awards

Restricted stock award activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	3,918,189		$	15.70
Granted	1,190,520		18.22
Vested	(1,185,614	)	15.98
Forfeited	(247,285	)	16.77
Unvested, end of period	3,675,810		16.35

Performance-based Restricted Stock Units

For the thirteen weeks ended May 2, 2015, we granted performance-based restricted stock units (“PSUs”), contingent upon the achievement of a Company-specific performance goal during fiscal 2015. Any units earned as a result of the achievement of this goal will vest over 3 years from the date of grant and will be settled in shares of our common stock.

Performance-based restricted stock unit activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	213,453		$	15.01
Granted	526,810		18.23
Vested	(213,443	)	15.01
Forfeited	(1,130	)	18.23
Unvested, end of period	525,690		18.23

Stock Option Awards

For the thirteen weeks ended May 2, 2015 and May 3, 2014, we did not grant any stock options. In the years that we granted options, we used the Black-Scholes option-pricing model to value our stock options.

Stock option activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,947,928		$	15.16
Granted	—		—
Exercised	(612,561	)	11.28
Forfeited or expired	(20,000	)	28.47
Outstanding, end of period	1,315,367		16.77
Exercisable at May 2, 2015	1,315,367		$	16.77

XML

Fair Value Measurements (Financial Assets Valued On A Recurring Or Non-Recurring Basis, Based On The Priority Of The Inputs To The Valuation Technique) (Details) (USD $) In Thousands, unless otherwise specified	May 02, 2015	Jan. 31, 2015	May 03, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	$ 9,125	$ 8,461	$ 7,279
Total	59,412	135,360	103,924
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	9,125	8,461	7,279
Total	10,965	10,201	15,200
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	0	0	0
Total	48,447	125,159	88,724
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	0	0	0
Total	0	0	0
Municipal Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	3,078	16,663	35,961
Municipal Securities [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Municipal Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	3,078	16,663	35,961
Municipal Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
U.S. Government Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,402	2,260
U.S. Government Securities [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,402	2,260
U.S. Government Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0	0
U.S. Government Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		0	0
U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	14,303	26,299	6,009
U.S. Government Agencies [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
U.S. Government Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	14,303	26,299	6,009
U.S. Government Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Corporate Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	29,068	79,202	46,754
Corporate Bonds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Corporate Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	29,068	79,202	46,754
Corporate Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	1,998	2,995
Commercial Paper [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Commercial Paper [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	1,998	2,995
Commercial Paper [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Money Market Accounts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	1,840	338	5,661
Money Market Accounts [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	1,840	338	5,661
Money Market Accounts [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0	0
Money Market Accounts [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0	$ 0

XML

Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	May 02, 2015
Fair Value Disclosures [Abstract]
Securities with maturity dates less than one year	$ 27.5
Securities with maturity dates over one year and less than two years	$ 20.9

XML

Debt (Narrative) (Details) (USD $)	12 Months Ended	0 Months Ended	3 Months Ended
	Jan. 28, 2012	May 04, 2015	May 02, 2015	Jan. 31, 2015	May 03, 2014	Feb. 28, 2015
Debt Instrument [Line Items]
Borrowings outstanding			124,000,000	$ 0	$ 0
Current debt			34,000,000	0	0
Long-term debt			90,000,000	0	0
Amount drawn at closing			100,000,000
Line of Credit [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity	70,000,000		125,000,000			125,000,000
Term of senior unsecured revolving credit facility	5 years
Borrowings outstanding			124,000,000
Current debt			34,000,000
Long-term debt			90,000,000
Unamortized debt discount			100,000
Line of Credit [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Borrowing capacity		100,000,000
Current debt		24,000,000
Outstanding obligation repaid with no prepayment penalties		124,000,000
Line of Credit [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Variable interest rate			1.75%
Term Loan [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Face amount		100,000,000
Amount drawn at closing		$ 100,000,000

XML

Debt (Schedule of Debt) (Details) (USD $) In Thousands, unless otherwise specified	May 02, 2015	Jan. 31, 2015	May 03, 2014
Debt Disclosure [Abstract]
Credit Facility	$ 124,000	$ 0	$ 0
Less: current portion	(34,000)	0	0
Total long-term debt	$ 90,000	$ 0	$ 0

XML

Restructuring and Strategic Charges

3 Months Ended

May 02, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Strategic Charges

Restructuring and Strategic Charges

During the fourth quarter of fiscal 2014, we initiated a restructuring program, including the acceleration of domestic store closures and an organizational realignment, to ensure that resources are aligned with long-term growth initiatives, including omni-channel. These actions resulted in the impairment of certain assets, as well as the elimination of approximately 12% of the headquarters and field management employee base. In connection with this effort, in the fourth quarter of fiscal 2014, we recorded pre-tax restructuring and other charges of approximately $16.7 million related to severance, store closures and other impairment charges. During the first quarter of fiscal 2015, we recordedadditional pre-tax restructuring and strategic charges of approximately $14.9 million primarily related to property and equipment impairment charges, continuing employee-related costs, severance charges and other charges, which are included in restructuring and strategic charges in the accompanying condensed consolidated statements of income.

A summary of the charges is presented in the table below:

	Thirteen Weeks Ended
	May 2, 2015		May 3, 2014
	(in thousands)
Impairment charges	$	5,952	$	—
Continuing employee-related costs	5,625		—
Severance charges	1,634		—
Other charges	1,664		—
Total restructuring and strategic charges, pre-tax	$	14,875	$	—

In connection with the restructuring program we determined to increase the rate of domestic store closures, with 135-140 under-performing stores to be closed starting in fiscal 2015 through 2017. As a result, we expect to incur lease termination expenses of approximately $2.5 million over the next 3 fiscal years. The following table summarizes the restructuring liability for each period indicated:

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
	(in thousands)
Beginning Balance	$	8,063		$	—
Charges	3,298			—
Payments	(5,366		)	—
Ending Balance	$	5,995		$	—

XML

Debt (Scheduled Principal Payments) (Details) (USD $) In Thousands, unless otherwise specified	May 02, 2015
Debt Disclosure [Abstract]
2015	$ 5,000
2016	10,000
2017	16,250
2018	15,000
2019	15,000
Thereafter	38,750
Total long-term debt	100,000
Less: current portion	(10,000)
Total long-term debt, due beyond one year	$ 90,000

XML

Condensed Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	May 02, 2015	May 03, 2014
Income Statement [Abstract]
Net sales	$ 693,339	$ 681,605
Net sales, as a Percentage of Net Sales	100.00%	100.00%
Cost of goods sold	297,569	298,714
Cost of goods sold, as a Percentage of Net Sales	42.90%	43.80%
Gross margin	395,770	382,891
Gross margin, as a Percentage of Net Sales	57.10%	56.20%
Selling, general and administrative expenses	328,217	319,049
Selling, general and administrative expenses, as a Percentage of Net Sales	47.40%	46.80%
Restructuring and strategic charges	14,875	0
Restructuring and strategic charges, as a Percentage of Net Sales	2.10%	0.00%
Income from operations	52,678	63,842
Income from operations, as a Percentage of Net Sales	7.60%	9.40%
Interest (expense) income, net	(453)	40
Interest (expense) income, net, as a Percentage of Net Sales	(0.10%)	0.00%
Income before income taxes	52,225	63,882
Income before income taxes, as a Percentage of Net Sales	7.50%	9.40%
Income tax provision	19,700	24,000
Income tax provision, as a Percentage of Net Sales	2.80%	3.50%
Net income	$ 32,525	$ 39,882
Net income, as a Percentage of Net Sales	4.70%	5.90%
Per share data:
Net income per common share-basic	$ 0.22	$ 0.26
Net income per common and common equivalent share–diluted	$ 0.22	$ 0.26
Weighted average common shares outstanding–basic	143,378	148,475
Weighted average common and common equivalent shares outstanding–diluted	143,771	149,044
Dividends declared per share	$ 0.155	$ 0.150

XML

Basis of Presentation

3 Months Ended

May 02, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Chico’s FAS, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. (“U.S. GAAP”) for complete financial statements. In the opinion of management, such interim financial statements reflect all normal, recurring adjustments considered necessary to present fairly the condensed consolidated financial position, the results of operations and cash flows for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2015.

As used in this report, all references to “we,” “us,” “our,” and “the Company,” refer to Chico’s FAS, Inc. and all of its wholly-owned subsidiaries.

Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. Operating results for the thirteen weeks ended May 2, 2015 are not necessarily indicative of the results that may be expected for the entire year.

XML

Restructuring and Strategic Charges (Severance and Other Charges) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 02, 2015	May 03, 2014
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 8,063	$ 0
Charges	3,298	0
Payments	(5,366)	0
Ending Balance	$ 5,995	$ 0

XML

Stock-Based Compensation (Summary of Restricted Stock And PSU Activity) (Details) (USD $)	3 Months Ended
	May 02, 2015
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested, beginning of period, Number of Shares	3,918,189
Granted, Number of Shares	1,190,520
Vested, Number of Shares	(1,185,614)
Forfeited, Number of Shares	(247,285)
Unvested, end of period, Number of Shares	3,675,810
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, beginning of period, Weighted Average Grant Date Fair Value	$ 15.70
Granted, Weighted Average Grant Date Fair Value	$ 18.22
Vested, Weighted Average Grant Date Fair Value	$ 15.98
Forfeited, Weighted Average Grant Date Fair Value	$ 16.77
Unvested, end of period, Weighted Average Grant Date Fair Value	$ 16.35
Performance-Based Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested, beginning of period, Number of Shares	213,453
Granted, Number of Shares	526,810
Vested, Number of Shares	(213,443)
Forfeited, Number of Shares	(1,130)
Unvested, end of period, Number of Shares	525,690
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, beginning of period, Weighted Average Grant Date Fair Value	$ 15.01
Granted, Weighted Average Grant Date Fair Value	$ 18.23
Vested, Weighted Average Grant Date Fair Value	$ 15.01
Forfeited, Weighted Average Grant Date Fair Value	$ 18.23
Unvested, end of period, Weighted Average Grant Date Fair Value	$ 18.23

XML

New Accounting Pronouncements

3 Months Ended

May 02, 2015

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In August 2014 the Financial Accounting Standards Board ("FASB") issued ASU 2014-15 , Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We do not expect that such adoption will have an impact to our consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2016. The standard allows for either a full retrospective or a modified retrospective transition method. We are currently assessing the potential impact of adopting this ASU, but do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows.

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 02, 2015	May 03, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 32,525	$ 39,882
Other comprehensive loss:
Unrealized losses on marketable securities, net of taxes	(12)	(28)
Foreign currency translation adjustment, net of taxes	(210)	(9)
Comprehensive income	$ 32,303	$ 39,845

XML

Earnings Per Share (Tables)

3 Months Ended

May 02, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The following table sets forth the computation of basic and diluted EPS shown on the face of the accompanying condensed consolidated statements of income (in thousands, except per share amounts):

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
Numerator
Net income	$	32,525		$	39,882
Net income and dividends declared allocated to participating securities	(786		)	(1,055		)
Net income available to common shareholders	$	31,739		$	38,827
Denominator
Weighted average common shares outstanding – basic	143,378			148,475
Dilutive effect of non-participating securities	393			569
Weighted average common and common equivalent shares outstanding – diluted	143,771			149,044
Net income per common share:
Basic	$	0.22		$	0.26
Diluted	$	0.22		$	0.26

XML

Document And Entity Information	3 Months Ended
	May 02, 2015	May 21, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	CHICOS FAS INC
Entity Central Index Key	0000897429
Current Fiscal Year End Date	--01-30
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	May 02, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		143,354,538

XML

Fair Value Measurements (Tables)

3 Months Ended

May 02, 2015

Fair Value Disclosures [Abstract]

Financial Assets Valued on a Recurring Basis, Based on the Priority of the Inputs to the Valuation Technique

In accordance with the provisions of the guidance, we categorized our financial assets, which are valued on a recurring basis, based on the priority of the inputs to the valuation technique for the instruments, as follows:

			Fair Value Measurements at Reporting Date Using
	Balance as of May 2, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Current Assets
Cash equivalents:
Money market accounts	$	1,840	$	1,840	$	—	$	—
Marketable securities:
Municipal securities	3,078		—		3,078		—
U.S. government agencies	14,303		—		14,303		—
Corporate bonds	29,068		—		29,068		—
Commercial paper	1,998		—		1,998		—
Non Current Assets
Deferred compensation plan	9,125		9,125		—		—
Total	$	59,412	$	10,965	$	48,447	$	—
	Balance as of January 31, 2015
Current Assets
Cash equivalents:
Money market accounts	$	338	$	338	$	—	$	—
Marketable securities:
Municipal securities	16,663		—		16,663		—
U.S. government securities	1,402		1,402		—		—
U.S. government agencies	26,299		—		26,299		—
Corporate bonds	79,202		—		79,202		—
Commercial paper	2,995		—		2,995		—
Non Current Assets
Deferred compensation plan	8,461		8,461		—		—
Total	$	135,360	$	10,201	$	125,159	$	—
	Balance as of May 3, 2014
Current Assets
Cash equivalents:
Money market accounts	$	5,661	$	5,661	$	—	$	—
Marketable securities:
Municipal securities	35,961		—		35,961		—
U.S. government securities	2,260		2,260		—		—
U.S. government agencies	6,009		—		6,009		—
Corporate bonds	46,754		—		46,754		—
Non Current Assets
Deferred compensation plan	7,279		7,279		—		—
Total	$	103,924	$	15,200	$	88,724	$	—

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	May 02, 2015	Jan. 31, 2015	May 03, 2014
Current Assets:
Cash and cash equivalents	$ 97,651	$ 133,351	$ 80,529
Marketable securities, at fair value	48,447	126,561	90,984
Inventories	270,313	235,159	268,917
Prepaid expenses and other current assets	53,484	51,088	51,801
Assets held for sale	24,042	16,800	0
Total Current Assets	493,937	562,959	492,231
Property and Equipment, net	584,616	606,147	636,614
Other Assets:
Goodwill	145,627	145,627	171,427
Other intangible assets, net	108,449	109,538	117,107
Other assets, net	13,728	14,310	10,210
Total Other Assets	267,804	269,475	298,744
Total Assets	1,346,357	1,438,581	1,427,589
Current Liabilities:
Accounts payable	147,323	144,534	148,858
Current debt	34,000	0	0
Other current and deferred liabilities	171,161	158,396	155,579
Total Current Liabilities	352,484	302,930	304,437
Noncurrent Liabilities:
Long-term debt	90,000	0	0
Deferred liabilities	142,185	142,371	143,789
Deferred taxes	49,273	49,659	49,694
Total Noncurrent Liabilities	281,458	192,030	193,483
Stockholders’ Equity:
Preferred stock	0	0	0
Common stock	1,434	1,529	1,532
Additional paid-in capital	353,523	407,275	385,730
Treasury stock	(187,393)	0	0
Retained earnings	544,511	534,255	542,332
Accumulated other comprehensive income	340	562	75
Total Stockholders’ Equity	712,415	943,621	929,669
Total Liabilities and Stockholders' Equity	$ 1,346,357	$ 1,438,581	$ 1,427,589

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Debt

3 Months Ended

May 02, 2015

Debt Disclosure [Abstract]

Debt

Debt

In fiscal 2011, we entered into a $70.0 million senior five-year unsecured revolving credit facility (the “Credit Facility”) with a syndicate led by JPMorgan Chase Bank, N.A., as administrative agent and HSBC Bank USA, National Association, as syndication agent. In February 2015, we entered into an amendment of the Credit Facility expanding the commitment from $70.0 million to $125.0 million.

As of May 2, 2015, we had total borrowing capacity of $125.0 million under our Credit Facility. The Credit Facility was scheduled to mature on July 27, 2016 and contained customary financial covenants for unsecured credit facilities and customary events of default. The Company was in compliance with the applicable ratio requirements and other covenants at May 2, 2015.

As of May 2, 2015, $124.0 million in borrowings were outstanding under the Credit Facility, used to partially fund the accelerated stock repurchase agreements ("ASR Agreements"), as further discussed in Note 8. The outstanding borrowings incurred interest based uponone-month LIBOR plus 1.75% and are reflected as $34.0 million in current debt and $90.0 million in long-term debt in the accompanying condensed consolidated balance sheets. The classification of debt outstanding under the Credit Facility is based upon the credit agreement entered into on May 4, 2015, as discussed below. As of May 2, 2015, an unamortized debt discount of $0.1 million was outstanding related to the Credit Facility and is included in other assets in the accompanying condensed consolidated balance sheet.

On May 4, 2015, we entered into a credit agreement (the "Agreement") among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as Syndication Agent and the Lenders party hereto. Our obligations under the Agreement are guaranteed by certain of our material U.S. subsidiaries. The Agreement provides for a term loan commitment in the amount of $100.0 million, of which $100.0 million was drawn at closing, and matures on May 4, 2020, payable in quarterly installments, as defined in the Agreement, with the remainder due at maturity. The Agreement also provides for a $100.0 million revolving credit facility, of which $24.0 million was drawn at closing and is expected to be repaid within one year. The revolving credit facility matures on May 4, 2020. The Agreement has borrowing options which accrue interest by reference, at our election, at either an adjusted eurodollar rate tied to LIBOR or an Alternate Base Rate plus an interest rate margin, as defined in the Agreement.

On May 4, 2015, in connection with our entry into the Agreement, we repaid and terminated, with no prepayment penalties, the $124.0 million outstanding obligation under our Credit Facility. We used the proceeds from the initial draw of the term loan and revolving credit facility of the Agreement to repay such obligations.

The following table provides details on our debt outstanding as of May 2, 2015, January 31, 2015 and May 3, 2014:

	May 2, 2015			January 31, 2015		May 3, 2014
	(in thousands)
Credit Facility	$	124,000		$	—	$	—
Less: current portion	(34,000		)	—		—
Total long-term debt	$	90,000		$	—	$	—

The following table provides scheduled principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter: 

Fiscal Year	(in thousands)
2015	$	5,000
2016	10,000
2017	16,250
2018	15,000
2019	15,000
Thereafter	38,750
Total long-term debt	100,000
Less: current portion	(10,000		)
Total long-term debt, due beyond one year	$	90,000

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Fair Value Measurements

3 Months Ended

May 02, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Our financial instruments consist of cash, money market accounts, marketable securities, assets held in our non-qualified deferred compensation plan, accounts receivable and payable, and debt. Cash, accounts receivable and accounts payable are carried at cost, which approximates their fair value due to the short-term nature of the instruments. Refer to Note 7 for the fair value of the Company's outstanding debt instruments.

Marketable securities are classified as available-for-sale and as of May 2, 2015 generally consist of corporate bonds, U.S. government agencies, municipal securities and commercial paper with $27.5 million of securities with maturity dates within one year or less and $20.9 million with maturity dates over one year and less than two years.

We consider all marketable securities available-for-sale, including those with maturity dates beyond 12 months, and therefore classify these securities within current assets on the condensed consolidated balance sheets as they are available to support current operational liquidity needs. Marketable securities are carried at fair value, with the unrealized holding gains and losses, net of income taxes, reflected in accumulated other comprehensive income until realized. For the purposes of computing realized and unrealized gains and losses, cost is determined on a specific identification basis.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Entities are required to use a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:

Level 1	—	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	—	Unadjusted quoted prices in active markets for similar assets or liabilities, or; Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or; Inputs other than quoted prices that are observable for the asset or liability
Level 3	—	Unobservable inputs for the asset or liability

We measure certain financial assets at fair value on a recurring basis, including our marketable securities, which are classified as available-for-sale securities, certain cash equivalents, specifically our money market accounts, and assets held in our non-qualified deferred compensation plan. The money market accounts are valued based on quoted market prices in active markets. Our marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party pricing entities, except for U.S. government securities which are valued based on quoted market prices in active markets. The investments in our non-qualified deferred compensation plan are valued using quoted market prices and are included in other assets on our condensed consolidated balance sheets.

From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets, goodwill and other intangible assets for impairment using company-specific assumptions which would fall within Level 3 of the fair value hierarchy. We estimate the fair value of assets held for sale using market values for similar assets which would fall within Level 2 of the fair value hierarchy.

Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model or changes in operating performance.

During the quarter ended May 2, 2015, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of May 2, 2015, January 31, 2015 and May 3, 2014, we did not have any Level 3 cash equivalents or marketable securities. We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

In accordance with the provisions of the guidance, we categorized our financial assets, which are valued on a recurring basis, based on the priority of the inputs to the valuation technique for the instruments, as follows:

			Fair Value Measurements at Reporting Date Using
	Balance as of May 2, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Current Assets
Cash equivalents:
Money market accounts	$	1,840	$	1,840	$	—	$	—
Marketable securities:
Municipal securities	3,078		—		3,078		—
U.S. government agencies	14,303		—		14,303		—
Corporate bonds	29,068		—		29,068		—
Commercial paper	1,998		—		1,998		—
Non Current Assets
Deferred compensation plan	9,125		9,125		—		—
Total	$	59,412	$	10,965	$	48,447	$	—
	Balance as of January 31, 2015
Current Assets
Cash equivalents:
Money market accounts	$	338	$	338	$	—	$	—
Marketable securities:
Municipal securities	16,663		—		16,663		—
U.S. government securities	1,402		1,402		—		—
U.S. government agencies	26,299		—		26,299		—
Corporate bonds	79,202		—		79,202		—
Commercial paper	2,995		—		2,995		—
Non Current Assets
Deferred compensation plan	8,461		8,461		—		—
Total	$	135,360	$	10,201	$	125,159	$	—
	Balance as of May 3, 2014
Current Assets
Cash equivalents:
Money market accounts	$	5,661	$	5,661	$	—	$	—
Marketable securities:
Municipal securities	35,961		—		35,961		—
U.S. government securities	2,260		2,260		—		—
U.S. government agencies	6,009		—		6,009		—
Corporate bonds	46,754		—		46,754		—
Non Current Assets
Deferred compensation plan	7,279		7,279		—		—
Total	$	103,924	$	15,200	$	88,724	$	—

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Stock-Based Compensation (Narrative) (Details) (USD $) In Thousands, except Share data in Millions, unless otherwise specified	3 Months Ended
	May 02, 2015	May 03, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense related to stock-based awards	$ 7,631	$ 6,474
Number of shares available for future grants	6.6
Performance-Based Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years

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Debt (Tables)

3 Months Ended

May 02, 2015

Debt Disclosure [Abstract]

Schedule of Debt

The following table provides details on our debt outstanding as of May 2, 2015, January 31, 2015 and May 3, 2014:

	May 2, 2015			January 31, 2015		May 3, 2014
	(in thousands)
Credit Facility	$	124,000		$	—	$	—
Less: current portion	(34,000		)	—		—
Total long-term debt	$	90,000		$	—	$	—

Schedule of Principal Payments Due on Long-term Debt

The following table provides scheduled principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter: 

Fiscal Year	(in thousands)
2015	$	5,000
2016	10,000
2017	16,250
2018	15,000
2019	15,000
Thereafter	38,750
Total long-term debt	100,000
Less: current portion	(10,000		)
Total long-term debt, due beyond one year	$	90,000

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Restructuring and Strategic Charges (Tables)

3 Months Ended

May 02, 2015

Restructuring and Related Activities [Abstract]

Summary of Restructuring and Strategic Charges

A summary of the charges is presented in the table below:

	Thirteen Weeks Ended
	May 2, 2015		May 3, 2014
	(in thousands)
Impairment charges	$	5,952	$	—
Continuing employee-related costs	5,625		—
Severance charges	1,634		—
Other charges	1,664		—
Total restructuring and strategic charges, pre-tax	$	14,875	$	—

Summary of Restructuring Liabilities

The following table summarizes the restructuring liability for each period indicated:

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
	(in thousands)
Beginning Balance	$	8,063		$	—
Charges	3,298			—
Payments	(5,366		)	—
Ending Balance	$	5,995		$	—

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Share Repurchases

3 Months Ended

May 02, 2015

Equity [Abstract]

Share Repurchases

Share Repurchases

In December 2013, we announced a $300.0 million share repurchase authorization, and immediately prior to the execution of the ASR Agreements described below, we had $290.0 million remaining under the existing authority.

In March 2015, we entered into ASR Agreements with each of Merrill Lynch, Pierce, Fenner and Smith Incorporated ("Merill Lynch"), as agent for Merrill Lynch International, and J.P. Morgan Securities, LLC ("JP Morgan"), as agent for JPMorgan Chase Bank, N.A., to purchase $250.0 million in outstanding shares of our common stock. Under the ASR Agreements, we made a payment of approximately $125.0 million to each of Merrill Lynch and JP Morgan and received from each of them an initial delivery of approximately 5.35 million common shares, which represents approximately 75% of the number of shares expected to be repurchased based on the share price on the date of the agreement. The value of the initial shares received on the date of purchase was approximately $187.5 million, reflecting a $17.50 price per share.

We accounted for the ASR Agreements as treasury stock repurchase transactions, reducing the shares outstanding by the 10.7 million common shares initially repurchased and resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. In accordance with authoritative guidance, we recorded the remaining $62.5 million as a forward contract indexed to our common stock within additional paid-in capital since it met the criteria for equity classification. The specific final number of shares to be repurchased will be based on the volume-weighted average share price of our common stock during the calculation period of the ASR Agreements. In the unlikely event we are required to deliver value to Merrill Lynch and/or JP Morgan at the end of the purchase period, we, at our option, may elect to settle in shares or cash. The ASR Agreements are scheduled to expire no later than October 2015.

Following the consummation of the ASR Agreements, we had approximately $40.0 million remaining under our share repurchase program. The repurchase program has no specific termination date and will expire when we have repurchased all securities authorized for repurchase thereunder, unless terminated earlier by our Board of Directors.

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Subsequent Events

3 Months Ended

May 02, 2015

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company is not aware of any material subsequent events which would require recognition or disclosure in the financial statements other than the entry into a new credit agreement on May 4, 2015 as discussed in Note 7.

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Stock-Based Compensation (Tables)

3 Months Ended

May 02, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Restricted Stock Activity

Restricted stock award activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	3,918,189		$	15.70
Granted	1,190,520		18.22
Vested	(1,185,614	)	15.98
Forfeited	(247,285	)	16.77
Unvested, end of period	3,675,810		16.35

Schedule of Performance-Based Restricted Stock Unit Activity

Performance-based restricted stock unit activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	213,453		$	15.01
Granted	526,810		18.23
Vested	(213,443	)	15.01
Forfeited	(1,130	)	18.23
Unvested, end of period	525,690		18.23

Summary of Stock Option Activity

Stock option activity for the thirteen weeks ended May 2, 2015 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,947,928		$	15.16
Granted	—		—
Exercised	(612,561	)	11.28
Forfeited or expired	(20,000	)	28.47
Outstanding, end of period	1,315,367		16.77
Exercisable at May 2, 2015	1,315,367		$	16.77

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Restructuring and Strategic Charges (Summary of Charges) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 02, 2015	Jan. 31, 2015	May 03, 2014
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	$ 14,875	$ 16,700	$ 0
Impairment charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	5,952		0
Continuing employee-related costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	5,625		0
Severance charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	1,634		0
Other charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	$ 1,664		$ 0

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Earnings Per Share (Narrative) (Details) In Millions, unless otherwise specified	3 Months Ended
	May 02, 2015	May 03, 2014
Earnings Per Share [Abstract]
Number of antidilutive securities	0.7	0.7

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 02, 2015	May 03, 2014
Cash Flows From Operating Activities:
Net income	$ 32,525	$ 39,882
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization	30,743	30,083
Loss on disposal and impairment of property and equipment	6,277	0
Deferred tax benefit	(425)	(1,164)
Stock-based compensation expense	7,631	6,474
Excess tax benefit from stock-based compensation	(2,012)	(925)
Deferred rent and lease credits	(4,283)	(4,671)
Changes in assets and liabilities:
Inventories	(35,154)	(30,772)
Prepaid expenses and other assets	(3,468)	(2,084)
Accounts payable	(8,979)	6,111
Accrued and other liabilities	18,884	24,534
Net cash provided by operating activities	41,739	67,468
Cash Flows From Investing Activities:
Purchases of marketable securities	(18,252)	(15,053)
Proceeds from sale of marketable securities	96,351	40,063
Purchases of property and equipment, net	(19,839)	(34,506)
Net cash provided by (used in) investing activities	58,260	(9,496)
Cash Flows From Financing Activities:
Proceeds from borrowings	124,000	0
Proceeds from issuance of common stock	8,025	2,945
Excess tax benefit from stock-based compensation	2,012	925
Dividends paid	(11,076)	(11,439)
Repurchase of common stock	(258,450)	(6,309)
Net cash used in financing activities	(135,489)	(13,878)
Effects of exchange rate changes on cash and cash equivalents	(210)	(9)
Net (decrease) increase in cash and cash equivalents	(35,700)	44,085
Cash and Cash Equivalents, Beginning of period	133,351	36,444
Cash and Cash Equivalents, End of period	97,651	80,529
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	466	68
Cash paid for income taxes, net	$ 6,546	$ 272

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Earnings Per Share

3 Months Ended

May 02, 2015

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

In accordance with relevant accounting guidance, unvested share-based payment awards that include non-forfeitable rights to dividends, whether paid or unpaid, are considered participating securities. As a result, such awards are required to be included in the calculation of earnings per common share pursuant to the “two-class” method. For us, participating securities are composed entirely of unvested restricted stock awards and PSUs that have met their relevant performance criteria.

Earnings per share (“EPS”) is determined using the two-class method, as it is more dilutive than the treasury stock method. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, including participating securities. Diluted EPS reflects the dilutive effect of potential common shares from non-participating securities such as stock options and PSUs.

The following table sets forth the computation of basic and diluted EPS shown on the face of the accompanying condensed consolidated statements of income (in thousands, except per share amounts):

	Thirteen Weeks Ended
	May 2, 2015			May 3, 2014
Numerator
Net income	$	32,525		$	39,882
Net income and dividends declared allocated to participating securities	(786		)	(1,055		)
Net income available to common shareholders	$	31,739		$	38,827
Denominator
Weighted average common shares outstanding – basic	143,378			148,475
Dilutive effect of non-participating securities	393			569
Weighted average common and common equivalent shares outstanding – diluted	143,771			149,044
Net income per common share:
Basic	$	0.22		$	0.26
Diluted	$	0.22		$	0.26

For the thirteen weeks ended May 2, 2015 and May 3, 2014, 0.7 million and 0.7 million potential shares of common stock, respectively, were excluded from the diluted per share calculation relating to non-participating securities, because the effect of including these potential shares was antidilutive.

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Earnings Per Share (Schedule Of Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	May 02, 2015	May 03, 2014
Earnings Per Share [Abstract]
Net income	$ 32,525	$ 39,882
Net income and dividends declared allocated to participating securities	(786)	(1,055)
Net income available to common shareholders	$ 31,739	$ 38,827
Weighted average common shares outstanding–basic	143,378	148,475
Dilutive effect of non-participating securities	393	569
Weighted average common and common equivalent shares outstanding – diluted	143,771	149,044
Net income per common share: Basic (in dollars per share)	$ 0.22	$ 0.26
Net income per common share: Diluted (in dollars per share)	$ 0.22	$ 0.26

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Restructuring and Strategic Charges (Narrative) (Details) (USD $)	3 Months Ended
	May 02, 2015	Jan. 31, 2015	May 03, 2014
Restructuring Cost and Reserve [Line Items]
Percent of headquarters and field management eliminated		12.00%
Restructuring and strategic charges	$ 14,875,000	$ 16,700,000	$ 0
Lease termination expenses expected over the next 3 fiscal years	$ 2,500,000
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Number of under-performing stores to close from 2015-2017	135
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Number of under-performing stores to close from 2015-2017	140