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:
August 1, 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 August 20, 2015, the registrant had 139,289,039 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 Twenty-Six and Thirteen Weeks Ended August 1, 2015 (Unaudited) and August 2, 2014 (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income for the Twenty-Six and Thirteen Weeks Ended August 1, 2015 (Unaudited) and August 2, 2014 (Unaudited)	4
	Condensed Consolidated Balance Sheets – August 1, 2015 (Unaudited), January 31, 2015 (Unaudited) and August 2, 2014 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 1, 2015 (Unaudited ) and August 2, 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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II – Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 6.	Exhibits	28
Signatures		29

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)

	Twenty-Six Weeks Ended									Thirteen Weeks Ended
	August 1, 2015					August 2, 2014				August 1, 2015					August 2, 2014
	Amount			% of Sales		Amount		% of Sales		Amount			% of Sales		Amount			% of Sales
Net sales	$	1,373,691		100.0	%	$	1,352,735	100.0	%	$	680,352		100.0	%	$	671,130		100.0	%
Cost of goods sold	611,953			44.5	%	618,372		45.7	%	314,384			46.2	%	319,658			47.6	%
Gross margin	761,738			55.5	%	734,363		54.3	%	365,968			53.8	%	351,472			52.4	%
Selling, general and administrative expenses	636,654			46.3	%	623,786		46.1	%	308,437			45.3	%	304,737			45.4	%
Goodwill and trade name impairment charges	66,941			4.9	%	—		0.0	%	66,941			9.8	%	—			0.0	%
Restructuring and strategic charges	31,041			2.3	%	—		0.0	%	16,166			2.4	%	—			0.0	%
Income (loss) from operations	27,102			2.0	%	110,577		8.2	%	(25,576		)	(3.7	)%	46,735			7.0	%
Interest (expense) income, net	(955		)	(0.1	)%	31		0.0	%	(502		)	(0.1	)%	(9		)	0.0	%
Income (loss) before income taxes	26,147			1.9	%	110,608		8.2	%	(26,078		)	(3.8	)%	46,726			7.0	%
Income tax (benefit) provision	(8,500		)	(0.6	)%	40,600		3.0	%	(28,200		)	(4.1	)%	16,600			2.5	%
Net income	$	34,647		2.5	%	$	70,008	5.2	%	$	2,122		0.3	%	$	30,126		4.5	%
Per share data:
Net income per common share-basic	$	0.24				$	0.46			$	0.02				$	0.20
Net income per common and common equivalent share–diluted	$	0.24				$	0.46			$	0.02				$	0.20
Weighted average common shares outstanding–basic	140,992					148,584				138,606					148,694
Weighted average common and common equivalent shares outstanding–diluted	141,339					149,127				138,961					149,218
Dividends declared per share	$	0.2325				$	0.2250			$	0.0775				$	0.0750

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)

	Twenty-Six Weeks Ended						Thirteen Weeks Ended
	August 1, 2015			August 2, 2014			August 1, 2015			August 2, 2014
Net income	$	34,647		$	70,008		$	2,122		$	30,126
Other comprehensive income (loss):
Unrealized losses on marketable securities, net of taxes	(18		)	(52		)	(6		)	(24		)
Foreign currency translation adjustment, net of taxes	121			(3		)	331			6
Comprehensive income	$	34,750		$	69,953		$	2,447		$	30,108

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)

	August 1, 2015			January 31, 2015		August 2, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	109,015		$	133,351	$	114,387
Marketable securities, at fair value	47,999			126,561		94,276
Inventories	239,043			235,159		238,072
Prepaid expenses and other current assets	68,979			51,088		50,744
Assets held for sale	85,941			16,800		—
Total Current Assets	550,977			562,959		497,479
Property and Equipment, net	563,583			606,147		635,651
Other Assets:
Goodwill	96,774			145,627		171,427
Other intangible assets, net	38,930			109,538		116,017
Other assets, net	15,522			14,310		10,828
Total Other Assets	151,226			269,475		298,272
	$	1,265,786		$	1,438,581	$	1,431,402
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	148,288		$	144,534	$	156,091
Current debt	10,000			—		—
Other current and deferred liabilities	150,433			158,396		140,545
Liabilities held for sale	7,297			—		—
Total Current Liabilities	316,018			302,930		296,636
Noncurrent Liabilities:
Long-term debt	87,186			—		—
Deferred liabilities	138,815			142,371		141,704
Deferred taxes	13,562			49,659		47,441
Total Noncurrent Liabilities	239,563			192,030		189,145
Stockholders’ Equity:
Preferred stock	—			—		—
Common stock	1,394			1,529		1,530
Additional paid-in capital	422,387			407,275		393,031
Treasury stock, at cost	(249,854		)	—		—
Retained earnings	535,613			534,255		551,003
Accumulated other comprehensive income	665			562		57
Total Stockholders’ Equity	710,205			943,621		945,621
	$	1,265,786		$	1,438,581	$	1,431,402

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)

	Twenty-Six Weeks Ended
	August 1, 2015			August 2, 2014
Cash Flows From Operating Activities:
Net income	$	34,647		$	70,008
Adjustments to reconcile net income to net cash provided by operating activities —
Goodwill and trade name impairment charges, pre-tax	66,941			—
Depreciation and amortization	61,672			60,373
Loss on disposal and impairment of property and equipment	21,603			209
Deferred tax benefit	(39,881		)	(4,443		)
Stock-based compensation expense	13,657			12,684
Excess tax benefit from stock-based compensation	(2,170		)	(1,196		)
Deferred rent and lease credits	(9,219		)	(9,221		)
Changes in assets and liabilities:
Inventories	(15,165		)	73
Prepaid expenses and other assets	(19,212		)	(1,645		)
Accounts payable	(3,045		)	13,346
Accrued and other liabilities	2,254			12,952
Net cash provided by operating activities	112,082			153,140
Cash Flows From Investing Activities:
Purchases of marketable securities	(29,460		)	(42,700		)
Proceeds from sale of marketable securities	107,994			64,407
Purchases of property and equipment, net	(42,836		)	(62,966		)
Net cash provided by (used in) investing activities	35,698			(41,259		)
Cash Flows From Financing Activities:
Proceeds from borrowings	124,000			—
Payments on borrowings	(26,500		)	—
Proceeds from issuance of common stock	9,087			4,297
Excess tax benefit from stock-based compensation	2,170			1,196
Dividends paid	(22,160		)	(22,901		)
Repurchase of common stock	(258,834		)	(16,527		)
Net cash used in financing activities	(172,237		)	(33,935		)
Effects of exchange rate changes on cash and cash equivalents	121			(3		)
Net (decrease) increase in cash and cash equivalents	(24,336		)	77,943
Cash and Cash Equivalents, Beginning of period	133,351			36,444
Cash and Cash Equivalents, End of period	$	109,015		$	114,387
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	1,570		$	151
Cash paid for income taxes, net	$	45,285		$	36,812

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

August 1, 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 and twenty-six weeks ended August 1, 2015 are not necessarily indicative of the results that may be expected for the entire year.

Note 2. New Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330). The amendments, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and should be applied on a prospective basis. 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.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which modifies the presentation of debt issuance costs in financial statements. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than the Company's current classification as a deferred asset within Other Assets. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We elected to early adopt this guidance in the second quarter ended August 1, 2015, and have presented the debt issuance costs related to our revolving credit facility as a deferred asset within Other Assets, as is permitted by ASU No. 2015-15, Imputation of Interest, which was issued in August 2015. Such adoption did not have a material impact to our consolidated financial position.

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. In July 2015, the FASB approved a one year deferral of the effective date, to make it effective for annual and interim reporting periods beginning after December 15, 2017. The standard allows for either a full retrospective or a modified retrospective transition method. We are currently assessing the new standard and its potential impact to our consolidated results of operations, financial position and cash flows.

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360). Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's operations and financial results would qualify as discontinued operations. The update also requires expanded disclosures for discontinued operations and requires entities to disclose information about disposals of individually significant components that don't qualify for discontinued operations reporting. ASU 2014-08 was effective prospectively for interim and annual reporting periods beginning after December 15, 2014. We adopted this standard beginning with the first quarter ended May 2, 2015 and have applied this standard to the Boston Proper disposal, as further discussed in Note 3.

7

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 2015

(Unaudited)

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. 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 primarily related to severance, store closures and other impairment charges.

During the second quarter of fiscal 2015 in connection with the restructuring program, we completed an evaluation of the Boston Proper brand and initiated a plan (the "Plan") to sell the direct-to-consumer ("DTC") business and close its stores, allowing us to focus our efforts on our core omni-channel brands. The Boston Proper DTC business is currently being marketed by a third party on our behalf. As of August 1, 2015, all assets and liabilities of the Boston Proper DTC business have been recorded as held for sale in the accompanying condensed consolidated balance sheets at fair value less costs to sell. While we currently expect to sell the Boston Proper DTC business, the sale is dependent on local and global economic factors and the existence of prospective buyers, among other factors. There can be no assurance that we will realize our expected proceeds or that the sale, if any, will be complete within a reasonable time. We assessed the disposal group and determined that the sale of the Boston Proper DTC business will not have a major effect on our consolidated results of operations, financial position or cash flows. Accordingly, the disposal group is not presented in the financial statements as a discontinued operation. Pretax losses in the second quarter of fiscal 2015 and 2014 for the Boston Proper DTC business were $1.4 million and $0.9 million, respectively. Pretax losses in the year-to-date period of fiscal 2015 and 2014 were $4.4 million and $2.6 million, respectively.

A summary of the restructuring and strategic charges is presented in the table below:

	Twenty-Six Weeks Ended					Thirteen Weeks Ended
	August 1, 2015			August 2, 2014		August 1, 2015			August 2, 2014
	(in thousands)
Impairment charges	$	20,930		$	—	$	14,978		$	—
Continuing employee-related costs	5,639			—		14			—
Severance charges	1,820			—		186			—
Lease termination charges	2,757			—		1,688			—
Other	(105		)	—		(700		)	—
Total restructuring and strategic charges, pre-tax	$	31,041		$	—	$	16,166		$	—

During the second quarter of fiscal 2015, we recorded pre-tax restructuring and strategic charges in the accompanying condensed consolidated statements of income of $16.2 million, primarily related to $12.7 million in property and equipment impairment charges related to Boston Proper and a $2.0 million loss recognized on Boston Proper DTC assets held for sale. During the year-to-date period of fiscal 2015, we recorded pre-tax restructuring and strategic charges of $31.0 million, primarily related to $20.9 million in property and equipment impairment charges, $5.6 million in continuing employee-related costs, $1.8 million in severance charges and $2.8 million in lease termination charges.

In connection with the restructuring and strategic activities, we determined to increase the rate of domestic store closures and identified 160-165 under-performing stores for closure, including the Boston Proper stores. Through the second quarter of 2015, 20 stores across our brands have been closed. We plan to close an additional 53 stores, including the Boston Proper stores, in fiscal 2015, with the remainder to be closed in fiscal 2016 and 2017. As a result, we expect to incur additional cash charges related to lease termination expenses of approximately $9.4 million.

8

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 2015

(Unaudited)

As of August 1, 2015, a reserve of $6.3 million related to restructuring and strategic activities was outstanding and was included in other current and deferred liabilities in the accompanying condensed consolidated balance sheets. A roll-forward of the reserve is presented as follows:

	Severance Charges			Lease Termination Charges			Other			Total
	(in thousands)
Beginning Balance, January 31, 2015	$	7,577		$	—		$	486		$	8,063
Charges	1,820			2,757			596			5,173
Payments	(5,564		)	(313		)	(1,082		)	(6,959		)
Ending Balance, August 1, 2015	$	3,833		$	2,444		$	—		$	6,277

Note 4. Goodwill and Trade Name Impairment Charges

In the second quarter of fiscal 2015, in connection with the Plan, we recorded a pre-tax goodwill impairment charge of $48.9 million, reducing the carrying value of goodwill to zero, and a pre-tax impairment charge related to the Boston Proper trade name of $18.0 million, reducing the carrying value of the trade name to $23.6 million. The carrying value of the Boston Proper trade name is included in assets held for sale in the condensed consolidated balance sheet as of August 1, 2015.

The following table provides changes in the carrying amount of Boston Proper goodwill:

	August 1, 2015
	(in thousands)
Gross carrying amount	$	141,919
Cumulative impairment, January 31, 2015	(93,066		)
Impairment charges	(48,853		)
Cumulative impairment, August 1, 2015	(141,919		)
Net carrying amount	$	—

Note 5. Stock-Based Compensation

For the twenty-six weeks ended August 1, 2015 and August 2, 2014, stock-based compensation expense was $13.7 million and $12.7 million, respectively. As of August 1, 2015, approximately 6.8 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 twenty-six weeks ended August 1, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	3,918,189		$	15.70
Granted	1,262,720		18.14
Vested	(1,316,265	)	16.04
Forfeited	(410,879	)	16.92
Unvested, end of period	3,453,765		16.32

9

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 2015

(Unaudited)

Performance-based Restricted Stock Units

For the twenty-six weeks ended August 1, 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 twenty-six weeks ended August 1, 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	(213,453	)	15.01
Forfeited	(18,732	)	18.23
Unvested, end of period	508,078		18.23

Stock Option Awards

For the twenty-six weeks ended August 1, 2015 and August 2, 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 twenty-six weeks ended August 1, 2015 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,947,928		$	15.16
Granted	—		—
Exercised	(695,461	)	11.46
Forfeited or expired	(110,866	)	29.88
Outstanding and exercisable at August 1, 2015	1,141,601		15.99

Note 6. Income Taxes

The provision for income taxes is based on a current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. Our effective income tax rate may fluctuate from quarter to quarter as a result of a variety of factors, including changes in our assessment of certain tax contingencies, valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items, and the mix of earnings.

For the thirteen weeks ended August 1, 2015 and August 2, 2014 the effective tax rate was (108.1)% and 35.5%, respectively. The income tax benefit for the second quarter of 2015 of $28.2 million and effective tax rate of (108.1)% primarily reflected the tax benefit related to the expected disposition of Boston Proper's stock and the tax benefit of Boston Proper goodwill impairment on the annual effective tax rate.

For the twenty-six weeks ended August 1, 2015 and August 2, 2014, the effective tax rate was (32.5)% and 36.7%, respectively. The income tax benefit for fiscal 2015 of $8.5 million and effective tax rate of (32.5)% primarily reflected the tax benefit related to the expected disposition of Boston Proper's stock and the tax benefit of Boston Proper goodwill impairment on the annual effective tax rate.

Note 7. 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

10

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 2015

(Unaudited)

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):

	Twenty-Six Weeks Ended						Thirteen Weeks Ended
	August 1, 2015			August 2, 2014			August 1, 2015			August 2, 2014
Numerator
Net income	$	34,647		$	70,008		$	2,122		$	30,126
Net income and dividends declared allocated to participating securities	(804		)	(1,902		)	(28		)	(842		)
Net income available to common shareholders	$	33,843		$	68,106		$	2,094		$	29,284
Denominator
Weighted average common shares outstanding – basic	140,992			148,584			138,606			148,694
Dilutive effect of non-participating securities	347			543			355			524
Weighted average common and common equivalent shares outstanding – diluted	141,339			149,127			138,961			149,218
Net income per common share:
Basic	$	0.24		$	0.46		$	0.02		$	0.20
Diluted	$	0.24		$	0.46		$	0.02		$	0.20

For the twenty-six weeks ended August 1, 2015 and August 2, 2014, 0.8 million and 0.6 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.

For the thirteen weeks ended August 1, 2015 and August 2, 2014, 0.3 million and 0.6 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 8. 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 11 for the fair value of the Company's outstanding debt instruments.

Marketable securities are classified as available-for-sale and as of August 1, 2015 generally consist ofcorporate bonds, U.S. government agencies and commercial paper with $26.9 million of securities with maturity dates within one year or less and $21.1 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

11

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 2015

(Unaudited)

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. The carrying value of the current assets and liabilities held for sale related to the the Boston Proper DTC business approximate their fair value due to their short-term nature. We estimate the fair value of other assets held for sale using market values for similar assets which would fall within Level 2 of the fair value hierarchy. During the second quarter of fiscal 2015, we recorded $81.6 million in pre-tax impairment charges related to assets measured at fair value on a non-recurring basis, comprised of $48.9 million in Boston Proper goodwill impairment, $18.0 million pre-tax in Boston Proper trade name impairment, $12.7 million in property and equipment impairment charges related to Boston Proper and a $2.0 million loss recognized on Boston Proper DTC assets held for sale.

To assess the fair value of Boston Proper goodwill, we utilized an income approach, which incorporated market assumptions. Inputs used to calculate the fair value based on the income approach primarily included estimated future cash flows for the DTC business, discounted at a rate that approximates a rate that would be used by a market participant. Inputs used to calculate the fair value also incorporated market assumptions and included consideration of multiples of sales and earnings based on guidelines for publicly traded companies and recent transactions.

To assess the fair value of the Boston Proper trade name, we utilized a relief from royalty approach. Inputs used to calculate the fair value of the trade name primarily included future sales projections for the DTC business, discounted at a rate that approximates a rate that would be used by a market participant and estimated royalty rate.

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 August 1, 2015, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of August 1, 2015, January 31, 2015 and August 2, 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.

12

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 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 August 1, 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	$	2,332	$	2,332	$	—	$	—
Marketable securities:
U.S. government agencies	17,022		—		17,022		—
Corporate bonds	28,977		—		28,977		—
Commercial paper	2,000		—		2,000		—
Non Current Assets
Deferred compensation plan	9,454		9,454		—		—
Total	$	59,785	$	11,786	$	47,999	$	—
	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 August 2, 2014
Current Assets
Cash equivalents:
Money market accounts	$	2,424	$	2,424	$	—	$	—
Marketable securities:
Municipal securities	25,736		—		25,736		—
U.S. government securities	2,159		2,159		—		—
U.S. government agencies	15,520		—		15,520		—
Corporate bonds	50,861		—		50,861		—
Non Current Assets
Deferred compensation plan	7,560		7,560		—		—
Total	$	104,260	$	12,143	$	92,117	$	—

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Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 2015

(Unaudited)

Note 9. Inventories

As of August 1, 2015, in connection with the Plan, Boston Proper DTC inventories of $11.3 million were reclassified to assets held for sale, as further discussed in Note 10. When including inventory related to the Boston Proper DTC business, inventories totaled $250.3 million compared to $238.1 million in last year's second quarter.

Note 10. Assets and Liabilities Held for Sale

As of August 1, 2015, all assets and liabilities of the Boston Proper DTC business have been recorded as held for sale in the accompanying condensed consolidated balance sheets. All assets held for sale were measured at fair value less costs to sell, resulting in a loss of $2.0 million in the second quarter of 2015, which is reflected in restructuring and strategic charges in the condensed consolidated statements of income.

The following table summarizes the balances of assets and liabilities held for sale as of August 1, 2015. Other intangible assets is presented net of impairment charges, as further discussed in Note 4:

	August 1, 2015
	(in thousands)
Assets:
Inventories	$	11,282
Other current assets	1,709
Property and equipment, net	565
Other intangible assets, net	50,341
Boston Proper DTC assets	63,897
Loss recognized on Boston Proper DTC assets held for sale	(2,000		)
Total Boston Proper DTC assets held for sale	61,897
Land and other assets held for sale	24,044
Total assets held for sale	$	85,941
Liabilities:
Current liabilities	$	7,297
Total Boston Proper DTC liabilities held for sale	$	7,297

Note 11. Debt

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 was repaid in the second quarter of 2015. 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. The Agreement contains customary representations, warranties, and affirmative covenants, including the requirement to maintain certain financial ratios. The Company was in compliance with the applicable ratio requirements and other covenants at August 1, 2015.

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 2011 revolving 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.

14

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

August 1, 2015

(Unaudited)

As of August 1, 2015, $97.2 million in net borrowings were outstanding under the Agreement, and are reflected as $10.0 million in current debt and $87.2 million in long-term debt in the accompanying condensed consolidated balance sheets. As of August 1, 2015, an unamortized debt discount of $0.7 million was outstanding related to the Agreement and is allocated to other assets and long-term debt in the accompanying condensed consolidated balance sheet.

The following table provides details on our debt outstanding as of August 1, 2015, January 31, 2015 and August 2, 2014:

	August 1, 2015			January 31, 2015		August 2, 2014
	(in thousands)
Credit Agreement, net of unamortized debt discount	$	97,186		$	—	$	—
Less: current portion	(10,000		)	—		—
Total long-term debt, net of unamortized debt discount	$	87,186		$	—	$	—

Note 12. Share Repurchases

In December 2013, we announced a $300.0 million share repurchase authorization, and immediately prior to the execution of the accelerated stock repurchase agreements ("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. The value of the initial shares received on the date of purchase was approximately $187.5 million. In the second quarter of fiscal 2015, Merill Lynch and JP Morgan delivered an additional 3.9 million shares upon completion of the ASR Agreements, valued at approximately $62.5 million.

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. The additional 3.9 million shares delivered resulted in a reduction of the outstanding shares on the date of delivery in the second quarter of fiscal 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 13. Subsequent Events

The Company is not aware of any material subsequent events which would require recognition or disclosure in the condensed consolidated financial statements.

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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.

During the second quarter of fiscal 2015, we completed an evaluation of the Boston Proper brand, including consideration of the long-term potential of stores for the brand, and initiated a plan (the "Plan") to sell the direct-to-consumer ("DTC") business and close its stores, as further discussed in Note 3, allowing us to focus our efforts on our core omni-channel brands.

Net sales for the second quarter of fiscal 2015 were $680.4 million, an increase of 1.4% compared to $671.1 million in last year's second quarter. The increase reflected 23 net new stores for a 1.3% square footage increase since last year’s second quarter and a 0.5%increase in comparable sales. The 0.5%increase in comparable sales for the second quarter was on top of a 0.3%increase in last year’s second quarter, reflecting an increase in average dollar sale partially offset by a decrease in transaction count.

Net income for the second quarter of fiscal 2015 was $2.1 million, or $0.02 per diluted share, compared to net income of $30.1 million, or $0.20 per diluted share, in last year’s second quarter. Results for the second quarter of fiscal 2015 include the impact of Boston Proper non-cash goodwill and trade name impairment charges of $47.1 million after-tax, or $0.33 per diluted share, restructuring and strategic charges primarily related to property and equipment impairment charges for the Boston Proper stores of $10.1 million after-tax, or $0.07 per diluted share, and a tax benefit related to the expected disposition of Boston Proper's stock of $23.8 million, or $0.17 per diluted share. The change in earnings per share also reflects a decrease in net income, partially offset by the impact of approximately 14.6 million shares repurchased since the end of the second quarter last year, all of which were repurchased in fiscal 2015.

Net sales for the year-to-date period of fiscal 2015 were $1.374 billion, an increase of 1.5% compared to $1.353 billion in last year’s year-to-date period. Net income for the year-to-date period of fiscal 2015 was $34.6 million, or $0.24 per diluted share, compared to net income of $70.0 million, or $0.46 per diluted share, in last year's year-to-date period. Results for the year-to-date period of fiscal 2015 include the impact of Boston Proper non-cash goodwill and trade name impairment charges of $47.1 million after-tax, or $0.33 per diluted share, restructuring and strategic charges primarily related to property and equipment impairment charges, employee-related costs and lease termination charges of $19.3 million after-tax, or $0.13 per diluted share, and a tax benefit related to the expected disposition of Boston Proper's stock of $23.8 million, or $0.17 per diluted share.The change in earnings per share also reflects a decrease in net income, partially offset by the impact of approximately 14.6 million shares repurchased since the end of the second quarter last year, all of which were repurchased in 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.

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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 brands. As part of our continuous efforts to improve our overall strategy while seeking to enhance and support our long-term growth, in fiscal 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. Additionally, in fiscal 2015, we completed an evaluation of the Boston Proper brand and initiated a Plan to sell the DTC business and close its stores, allowing us to focus our efforts on our core omni-channel brands.

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RESULTS OF OPERATIONS

Thirteen Weeks Ended August 1, 2015 Compared to the Thirteen Weeks Ended August 2, 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 August 1, 2015 and August 2, 2014:

	Thirteen Weeks Ended
	August 1, 2015				August 2, 2014
	(dollars in thousands)
Chico's	$	353,842	52.0	%	$	349,983	52.1	%
WH|BM	212,437		31.2	%	213,914		31.9	%
Soma	89,864		13.2	%	81,905		12.2	%
Boston Proper	24,209		3.6	%	25,328		3.8	%
Total net sales	$	680,352	100.0	%	$	671,130	100.0	%

Net sales for the second quarter increased1.4% to $680.4 million from $671.1 million in last year’s second quarter, primarily reflecting 23 net new stores for a 1.3% square footage increase since last year's second quarter and a 0.5%increase in comparable sales. The 0.5%increase in comparable sales for the second quarter was on top of a 0.3%increase in last year’s second quarter,reflecting an increase in average dollar sale partially offset by a decrease in transaction count.

The following table depicts comparable sales percentages by Chico's, WH|BM and Soma for the thirteen weeks ended August 1, 2015 and August 2, 2014:

	Thirteen Weeks Ended
	August 1, 2015		August 2, 2014
Chico's	0.9	%	0.7	%
WH|BM	(1.9	)%	(1.9	)%
Soma	5.1	%	4.7	%
Total Company	0.5	%	0.3	%

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 August 1, 2015 and August 2, 2014:

	Thirteen Weeks Ended
	August 1, 2015			August 2, 2014
	(dollars in thousands)
Cost of goods sold	$	314,384		$	319,658
Gross margin	$	365,968		$	351,472
Gross margin percentage	53.8		%	52.4		%

For the second quarter of fiscal 2015, gross margin was $366.0 million compared to $351.5 million in last year’s second quarter. Gross margin was 53.8% of net sales, a 140 basis point increase from last year’s second quarter, primarily reflecting a decrease in promotional activity in response to improved inventory management, and benefits from previously announced cost reduction efforts, partially offset by an increase in accrued incentive compensation.

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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 August 1, 2015 and August 2, 2014:

	Thirteen Weeks Ended
	August 1, 2015			August 2, 2014
	(dollars in thousands)
Selling, general and administrative expenses	$	308,437		$	304,737
Percentage of total net sales	45.3		%	45.4		%

For the second quarter of fiscal 2015, SG&A was $308.4 million compared to $304.7 million in last year’s second quarter. SG&A was 45.3% of net sales, a 10 basis point decrease from last year’s second quarter, primarily reflecting benefits from previously announced cost reduction efforts, partially offset by an increase in accrued incentive compensation and occupancy costs.

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. In connection with this effort, in the second quarter of fiscal 2015, we recorded pre-tax restructuring and strategic charges of $16.2 million, primarily related to $12.7 million in property and equipment impairment charges related to Boston Proper and a $2.0 million loss recognized on Boston Proper DTC assets held for sale. The after-tax impact of the restructuring and strategic charges in the second quarter totaled $10.1 million, or $0.07 per diluted share.

In connection with the restructuring and strategic activities, we determined to increase the rate of domestic store closures and identified 160-165 under-performing stores for closure, including the Boston Proper stores. Through the second quarter of 2015, we have closed 20 stores across our brands. We plan to close an additional 53 stores, including the Boston Proper stores, in fiscal 2015, with the remainder to be closed in fiscal 2016 and 2017. As a result, we expect to incur additional cash charges related to lease termination expenses of approximately $9.4 million.

Goodwill and Trade Name Impairment Charges

In the second quarter of fiscal 2015, in connection with the Plan, the Company determined that certain Boston Proper intangibles were impaired and recorded $66.9 million in pre-tax, non-cash goodwill and trade name impairment charges. The $66.9 million Boston Proper impairment charges included $48.9 million related to goodwill and $18.0 million related to the trade name.

The after-tax impact of the goodwill and trade name impairment charges totaled $47.1 million, or $0.33 per diluted share, inclusive of a $13.0 million non-cash tax benefit resulting from the tax effect of the goodwill impairment on the annual effective tax rate. The $13.0 million non-cash tax benefit in the second quarter is expected to be offset by approximately $13.0 million in non-cash tax charges in the balance of the fiscal year.

Provision for Income Taxes

Our effective tax rate for the second quarter of fiscal 2015 was (108.1)%, compared to an effective tax rate of 35.5% in last year's second quarter. The income tax benefit of $28.2 million and effective tax rate of (108.1)% primarily reflected the tax benefit related to the expected disposition of Boston Proper's stock and the tax benefit of Boston Proper goodwill impairment on the annual effective tax rate. Excluding the tax benefit related to the expected disposition of Boston Proper's stock and the tax benefit related to Boston Proper goodwill and trade name impairment charges, the 2015second quarter effective tax rate would have been 37.7% compared to an effective tax rate of 35.5% in the second quarter of fiscal 2014, primarily reflecting favorable state tax settlements in fiscal 2014.

Net Income and Earnings Per Diluted Share

Net income for the second quarter of fiscal 2015 was $2.1 million, or $0.02 per diluted share, compared to net income of $30.1 million, or $0.20 per diluted share in last year’s second quarter. Results for the second quarter of fiscal 2015 include the impact of Boston Proper non-cash goodwill and trade name impairment charges of $47.1 million after-tax, or $0.33 per diluted share, restructuring and strategic charges primarily related to property and equipment impairment charges for the Boston Proper stores of $10.1 million after-tax, or $0.07 per diluted share, and a tax benefit related to the expected disposition

19

of Boston Proper's stock of $23.8 million, or $0.17 per diluted share. The change in earnings per share also reflects a decrease in net income, partially offset by the impact of approximately 14.6 million shares repurchased since the end of the second quarter last year, all of which were repurchased in fiscal 2015.

Twenty-Six Weeks EndedAugust 1, 2015 Compared to the Twenty-Six Weeks EndedAugust 2, 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 twenty-six weeks ended August 1, 2015 and August 2, 2014:

	Twenty-Six Weeks Ended
	August 1, 2015				August 2, 2014
	(dollars in thousands)
Chico's	$	722,334	52.6	%	$	722,271	53.4	%
WH|BM	436,957		31.8	%	431,087		31.9	%
Soma	166,410		12.1	%	149,738		11.0	%
Boston Proper	47,990		3.5	%	49,639		3.7	%
Total net sales	$	1,373,691	100.0	%	$	1,352,735	100.0	%

Net sales for the year-to-date period increased1.5% to $1.374 billion from $1.353 billion in last year’s year-to-date period, primarily reflecting 23 net new stores for a 1.3% square footage increase since last year's second quarter and a 0.2%increase in comparable sales. The 0.2%increase in comparable sales for the year-to-date period was following a 1.2%decrease in last year’s year-to-date period, reflecting an increase in average dollar sale partially offset by a decrease in transaction count.

The following table depicts comparable sales percentages by Chico's, WH|BM and Soma for the twenty-six weeks ended August 1, 2015 and August 2, 2014:

	Twenty-Six Weeks Ended
	August 1, 2015		August 2, 2014
Chico's	(0.8	)%	(0.1	)%
WH|BM	0.0	%	(5.4	)%
Soma	5.7	%	6.7	%
Total Company	0.2	%	(1.2	)%

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 twenty-six weeks ended August 1, 2015 and August 2, 2014:

	Twenty-Six Weeks Ended
	August 1, 2015			August 2, 2014
	(dollars in thousands)
Cost of goods sold	$	611,953		$	618,372
Gross margin	$	761,738		$	734,363
Gross margin percentage	55.5		%	54.3		%

Gross margin for the year-to-date period was $761.7 million compared to $734.4 million in last year’s year-to-date period. Gross margin was 55.5% of net sales, a 120 basis point increase from fiscal 2014, primarily reflecting a decrease in promotional activity in response to improved inventory management, and benefits from previously announced cost reduction efforts, partially offset by the impact of product delayed by port issues in 2015 and an increase in accrued incentive compensation.

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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 NSSC expenses, in dollars and as a percentage of total net sales for the twenty-six weeks ended August 1, 2015 and August 2, 2014:

	Twenty-Six Weeks Ended
	August 1, 2015			August 2, 2014
	(dollars in thousands)
Selling, general and administrative expenses	$	636,654		$	623,786
Percentage of total net sales	46.3		%	46.1		%

SG&A for the year-to-date period was $636.7 million compared to $623.8 million in last year’s year-to-date period. SG&A was 46.3% of net sales, a 20 basis point increase from last year’s year-to-date period, primarily reflecting sales deleverage of occupancy expenses, and an increase in accrued incentive compensation, partially offset by benefits from previously announced cost reduction efforts.

Restructuring and Strategic Charges

Restructuring and strategic charges for the year-to-date period was $31.0 million pre-tax, which consisted primarily of $20.9 million in non-cash property and equipment impairment charges, $5.6 million in continuing employee-related costs, $2.8 million in lease termination charges and $1.8 million in severance charges. The after-tax impact of the restructuring and strategic charges totaled $19.3 million, or $0.13 per diluted share.

Goodwill and Trade Name Impairment Charges

In the second quarter of fiscal 2015, in connection with the Plan, the Company determined that certain Boston Proper intangibles were impaired and recorded $66.9 million in pre-tax, non-cash goodwill and trade name impairment charges. The $66.9 million Boston Proper impairment charges included $48.9 million related to goodwill and $18.0 million related to the trade name.

The after-tax impact of the goodwill and trade name impairment charges totaled $47.1 million, or $0.33 per diluted share, inclusive of a $13.0 million non-cash tax benefit resulting from the tax effect of the goodwill impairment on the annual effective tax rate. The $13.0 million non-cash tax benefit in the second quarter is expected to be offset by approximately $13.0 million in non-cash tax charges in the balance of the fiscal year.

Provision for Income Taxes

Our effective tax rate for the year-to-date period was (32.5)%, compared to an effective tax rate of 36.7% in last year's year-to-date period. The income tax benefit of $8.5 million and effective tax rate of (32.5)% primarily reflected the tax benefit related to the expected disposition of Boston Proper's stock and the benefit of Boston Proper goodwill impairment on the annual effective tax rate. Excluding the tax benefit related to the expected disposition of Boston Proper's stock and the tax benefit related to Boston Proper goodwill and trade name impairment charges, the effective tax rate for the year-to-date period of fiscal 2015 would have been 37.7% compared to an effective tax rate of 36.7% in last year's year-to-date period.

Net Income and Earnings Per Diluted Share

Net income for the year-to-date period of fiscal 2015 was $34.6 million, or $0.24 per diluted share, compared to net income of $70.0 million, or $0.46 per diluted share, in last year's year-to-date period. Results for the year-to-date period of fiscal 2015 include the impact of Boston Proper non-cash goodwill and trade name impairment charges of $47.1 million after-tax, or $0.33 per diluted share, restructuring and strategic charges primarily related to property and equipment impairment charges, employee-related costs and lease termination charges, of $19.3 million after-tax, or $0.13 per diluted share, and the tax benefit related to the expected disposition of Boston Proper's stock of $23.8 million, or $0.17 per diluted share.The change in earnings per share also reflects a decrease in net income, partially offset by the impact of approximately 14.6 million shares repurchased since the end of the second quarter last year, all of which were repurchased in fiscal 2015.

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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: information technology and relocated, remodeled and new stores.

Operating Activities

Net cash provided by operating activities for the year-to-date period of fiscal 2015 was $112.1 million, a decrease of approximately $41.1 million from last year's year-to-date period. This decrease primarily reflected changes in working capital, partially offset by higher net income when adjusted for non-cash impairment charges and the deferred tax benefit related to the exit of Boston Proper. The changes in working capital primarily reflected the timing of payables, a decrease in accruals related to new store openings and an increase in net income tax receivable, partially offset by an increase in accrued incentive compensation.

At the end of the second quarter of 2015, inventories totaled $250.3 million, when including inventory related to the Boston Proper DTC business, compared to $238.1 million in last year's second quarter. Inventories per selling square foot decreased 5.7%, when excluding in-transit inventories, primarily reflecting improved inventory management and lower average unit cost compared to the second quarter last year. In-transit inventories increased by $20.3 million, primarily reflecting longer in-transit times and accelerated shipping dates to facilitate timely merchandise receipts.

Investing Activities

Net cash provided by investing activities for the year-to-date period of fiscal 2015 was $35.7 million compared to $41.3 million used in investing activities in last year's year-to-date period, reflecting a $78.5 milliondecrease in marketable securities in fiscal 2015 related to the partial funding of the ASR Agreements as further discussed in Note 12, compared to a $21.7 milliondecrease in the same period last year to fund general business operating needs. Investing activities in the year-to-date period of fiscal 2015 included net purchases of property and equipment totaling $42.8 million compared to $63.0 million in the same period last year.

Financing Activities

Net cash used in financing activities for the year-to-date period of fiscal 2015 was $172.2 million compared to $33.9 million in last year's year-to-date period. 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 $97.5 million in net proceeds from borrowings under the Credit Agreement, as further discussed in Note 11.

Credit Facility

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 was repaid in the second quarter of 2015. 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 2011 revolving 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.

As of August 1, 2015, $97.2 million in net borrowings were outstanding under the Agreement,and are reflected as $10.0 million in current debt and $87.2 million in long-term debt in the accompanying condensed consolidated balance sheets.

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Store and Franchise Activity

During the fiscal 2015 year-to-date period, we had 1 net opening, consisting of net closures of 2 Chico's and 2 WH|BM stores, and net openings of 4 Soma and 1 Boston Proper store. Currently, we expect 30-35 net store closures in fiscal 2015, reflecting approximately 6 net closures of Chico's stores, 12 net closures of WH|BM stores, 4 net openings of Soma stores and 19 net closures 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 August 1, 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. 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.

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

23

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 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 August 1, 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 credit agreement, as further discussed in Note 11. The 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 and commercial paper.The marketable securities portfolio as of August 1, 2015, consisted of $26.9 million of securities with maturity dates within one year or less and $21.1 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 August 1, 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 June 2015, the Company was named as a defendant in a putative representative Private Attorney General action filed in the Superior Court of California, County of Los Angeles, Ackerman v. Chico's FAS, Inc.  The Complaint attempts to allege numerous violations of California law related to wages, meal periods, rest periods, wage statements, and failure to reimburse business expenses, among other things. The Company denies the material allegations of the Complaint and filed its Answer on July 27, 2015. The Company believes that the case is without merit and intends to vigorously defend. As a result, the Company does not believe that the case should have a material adverse effect on the Company’s consolidated financial condition or results of operations.

In July 2015, the Company was named as a defendant in a putative class action filed in July 2015 in the United States District Court for the Northern District of Georgia, Altman v. White House Black Market, Inc.  The Complaint alleges that the Company, in violation of federal law, published more than the last five digits of a credit or debit card number or an expiration date on customers' receipts.​The Company denies the material allegations of the complaint and will file its response by the required deadline.  The Company believes that the case is without merit and​ intends to vigorously defend. As a result, the Company does not believe that the case should have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Other than as noted above, we are not currently a party to any legal proceedings other than claims and lawsuits arising in the normal course of business. All such matters are subject to uncertainties and outcomes may not be predictable. Consequently, the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of August 1, 2015 are not ascertainable. However, while such matters could affect our consolidated operating results when resolved in future periods, management believes that upon final disposition, any monetary liability or financial impact to us would not be material to our annual consolidated financial statements.

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. Other than as noted below, 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.

During the second quarter of fiscal 2015, we completed an evaluation of the Boston Proper brand and initiated a Plan to sell the DTC business and close its stores, as further discussed in Note 3. As of August 1, 2015, all current year assets and liabilities of the Boston Proper DTC business have been recorded as held for sale in the accompanying condensed consolidated balance sheets at fair value less costs to sell. While we currently expect to sell the Boston Proper DTC business, the sale is dependent on local and global economic factors and the existence of prospective buyers, among other factors. There can be no assurance that we will realize our expected proceeds or that the sale, if any, will be complete within a reasonable time.

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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 (d)
May 3, 2015 - May 30, 2015	4,574	$	17.03	—	$	40,000
May 31, 2015 - July 4, 2015 (c)	1,265,851	$	15.92	1,249,264	$	40,000
July 5, 2015 - August 1, 2015 (c)	2,682,484	$	15.91	2,680,167	$	40,000
Total	3,952,909	$	15.91	3,929,431	$	40,000

(a) Includes 23,478 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 second 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 12, 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. In the second quarter of fiscal 2015, we received an additional 3,929,431 shares valued at approximately $62.5 million, completing the repurchases under the ASR Agreements. Shares purchased pursuant to the ASR Agreements are presented in the above table in the periods in which they are received.

(d) As the entire $250.0 million payment made in March 2015 reduced the amount that may yet be purchased under our share repurchase program at that time, the delivery of the additional shares in the second quarter had no impact on the amount that may yet be purchased under our share repurchase plan.

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ITEM 6. EXHIBITS

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

Exhibit 3.1	Composite Amended and Restated By-laws of Chico's FAS, Inc.
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:	August 28, 2015	By:	/s/ David F. Dyer
			David F. Dyer
			President and Chief Executive Officer
Date:	August 28, 2015	By:	/s/ Todd E. Vogensen
			Todd E. Vogensen
			Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary
Date:	August 28, 2015	By:	/s/ David M. Oliver
			David M. Oliver
			Group Vice President Finance - Controller, Chief Accounting Officer and Treasurer

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

OF

CHICO’S FAS, INC.

Rev. 6/24/15        

AMENDED AND RESTATED

BY-LAWS

OF

CHICO’S FAS, INC.

TABLE OF CONTENTS

Title	Page
ARTICLE I Offices	1
Section 1. PRINCIPAL OFFICE	1
Section 2. OTHER OFFICES	1
ARTICLE II Stockholders	1
Section 1. ANNUAL MEETING	1
Section 2. SPECIAL MEETINGS	1
Section 3. PRESIDING OFFICER	1
Section 4. PLACE OF MEETING	1
Section 5. NOTICE OF MEETING	2
Section 6. NOTICE OF ADJOURNED MEETING	2
Section 7. WAIVER OF CALL AND NOTICE OF MEETING	2
Section 8. QUORUM	2
Section 9. ADJOURNMENT: QUORUM FOR ADJOURNED MEETING	2
Section 10. VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS	3
Section 11. VOTING FOR DIRECTORS	3
Section 12. VOTING LISTS	3
Section 13. VOTING OF SHARES	3
Section 14. PROXIES	3
Section 15. INFORMAL ACTION BY STOCKHOLDERS	3
Section 16. INSPECTORS	4
ARTICLE III Board of Directors	4
Section 1. GENERAL POWERS	4
Section 2. NUMBER, TENURE AND QUALIFICATIONS	4
Section 3. ANNUAL MEETING	4
Section 4. REGULAR MEETINGS	4
Section 5. SPECIAL MEETINGS	4
Section 6. PRESIDING OFFICER	5
Section 7. NOTICE	5
Section 8. QUORUM	5
Section 9. ADJOURNMENT: QUORUM FOR ADJOURNED MEETING	5
Section 10. MANNER OF ACTING	5

i

Title	Page
Section 10. REMOVAL	5
Section 11. VACANCIES	5
Section 12. COMPENSATION	6
Section 13. PRESUMPTION OF ASSENT	6
Section 14. INFORMAL ACTION BY BOARD	6
Section 15. MEETING BY TELEPHONE, ETC	6
ARTICLE IV Officers	6
Section 1. NUMBER	6
Section 2. APPOINTMENT AND TERM OF OFFICE	6
Section 3. RESIGNATION	7
Section 4. REMOVAL	7
Section 5. VACANCIES	7
Section 6. DUTIES OF OFFICERS	7
Section 7. SALARIES	7
Section 8. DELEGATION OF DUTIES	7
Section 9. DISASTER EMERGENCY POWERS OF ACTING OFFICERS	7
ARTICLE V Executive and Other Committees	8
Section 1. CREATION OF COMMITTEES	8
Section 2. EXECUTIVE COMMITTEE	8
Section 3. OTHER COMMITTEES	9
Section 4. REMOVAL OR DISSOLUTION	9
Section 5. VACANCIES ON COMMITTEES	9
Section 6. MEETINGS OF COMMITTEES	9
Section 7. ABSENCE OF COMMITTEE MEMBERS	9
Section 8. QUORUM OF COMMITTEES	9
Section 9. MANNER OF ACTING OF COMMITTEES	9
Section 10. MINUTES OF COMMITTEES	9
Section 11. COMPENSATION	9
Section 12. INFORMAL ACTION	9
ARTICLE VI Indemnification of Directors and Officers	10
Section 1. GENERAL	10
Section 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION	10
Section 3. OBLIGATION TO INDEMNIFY	11
Section 4. DETERMINATION THAT INDEMNIFICATION IS PROPER	11
Section 5. EVALUATION AND AUTHORIZATION	12
Section 6. PREPAYMENT OF EXPENSES	12

ii

Title	Page
Section 7. NONEXCLUSIVITY AND LIMITATIONS	12
Section 8. CONTINUATION OF INDEMNIFICATION RIGHT	12
Section 9. INSURANCE	13
ARTICLE VII Interested Parties	13
Section 1. GENERAL	13
Section 2. APPROVAL BY DIRECTORS OR COMMITTEES	13
Section 3. APPROVAL BY STOCKHOLDERS	13
ARTICLE VIII Certificates of Stock	14
Section 1. CERTIFICATES FOR SHARES	14
Section 2. SIGNATURES OF PAST OFFICERS	15
Section 3. TRANSFER AGENTS AND REGISTRARS	15
Section 4. TRANSFER OF SHARES	15
Section 5. LOST CERTIFICATES	15
ARTICLE IX Record Date	15
Section 1. RECORD DATE FOR STOCKHOLDER ACTIONS	15
Section 2. RECORD DATE FOR DIVIDEND AND OTHER DISTRIBUTIONS	16
ARTICLE X Dividends	16
ARTICLE XI Fiscal Year	16
ARTICLE XII Seal	17
ARTICLE XIII Stock in Other Corporations	17
ARTICLE XIV Amendments	17
ARTICLE XV     Emergency By-laws	17
Section 1. SCOPE OF EMERGENCY BY-LAWS	17
Section 2. CALL AND NOTICE OF MEETING	17
Section 3. QUORUM AND VOTING	18
Section 4. APPOINTMENT OF TEMPORARY DIRECTORS	18
Section 5. MODIFICATION OF LINES OF SUCCESSION	18
Section 6. CHANGE OF PRINCIPAL OFFICE	18
Section 7. LIMITATION OF LIABILITY	18
Section 8. REPEAL AND CHANGE	19

iii

AMENDED AND RESTATED BY-LAWS OF

CHICO’S FAS, INC.

ARTICLE I

Offices

Section 1.    PRINCIPAL OFFICE. The principal office of the corporation shall be in the County of Lee, and State of Florida.

Section 2.    OTHER OFFICES. The corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors (“Board”) or Chief Executive Officer (“CEO”) may from time to time determine or the business of the corporation may require.

ARTICLE II

Stockholders

Section 1.    ANNUAL MEETING. The annual meeting of the stockholders shall be held between January 1 and December 31, inclusive, in each year for the purpose of electing directors and for the transaction of such other proper business as may come before the meeting, the exact date to be established by the Board of Directors from time to time.

Section 2.    SPECIAL MEETINGS. Special meetings of the stockholders may be called, for any purpose or purposes, by the Board of Directors, the Chairman of the Board, the CEO or the President and shall be called by the CEO, the President or the Secretary if the holders of not less than 25 percent or more of all the votes entitled to be cast on any issue proposed to be considered at such special meeting sign, date and deliver to the corporation’s Secretary one or more written demands for a special meeting, describing the purpose(s) for which it is to be held. Special meetings of the stockholders of the corporation may not be called by any other person or persons. Notice and call of any such special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice thereof.

Section 3.    PRESIDING OFFICER. The Chairman of the Board of the corporation, or the CEO if there shall not be a Chairman of the Board or if the Chairman of the Board shall not be present and shall not have designated another director in his or her stead, or as the Chairman of the Board should otherwise so direct, shall preside at each meeting of the stockholders.

Section 4.    PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of the stockholders. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the State of Florida, as the place for the holding of

Rev. 6/24/15 Page 1

such meeting. If no designation is made, the place of meeting shall be the principal office of the corporation.

Section 5.    NOTICE OF MEETING. Written notice stating the place, day and hour of an annual or special meeting and the purpose or purposes for which it is called shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, except that no notice of a meeting need be given to any stockholders for which notice is not required to be given under applicable law. Notice may be delivered personally, via first-class United States mail, telegraph, teletype, facsimile or other electronic transmission, or by private mail carriers handling nationwide mail services, by or at the direction of the CEO, the President, the Secretary, the Board of Directors, or the person(s) calling the meeting. Such notice shall be deemed delivered when hand delivered or sent postpaid via U.S. mail to the stockholder’s address as it appears on the stock transfer books of the corporation.

Section 6.    NOTICE OF ADJOURNED MEETING. If an annual or special stockholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before an adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. If, however, a new record date for the adjourned meeting is or must be fixed under law, notice of the adjourned meeting must be given to persons who are stockholders as of the new record date and who are otherwise entitled to notice of such meeting.

Section 7.    WAIVER OF CALL AND NOTICE OF MEETING. Call and notice of any stockholders’ meeting may be waived by any stockholder before or after the date and time stated in the notice. Such waiver must be in writing signed by the stockholder and delivered to the corporation. Neither the business to be transacted at nor the purpose of any special or annual meeting need be specified in such waiver. A stockholder’s attendance at a meeting (a) waives such stockholder’s ability to object to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives such stockholder’s ability to object to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.

Section 8.    QUORUM. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the stockholders. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting, and the withdrawal of stockholders after a quorum has been established at a meeting shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9.    ADJOURNMENT: QUORUM FOR ADJOURNED MEETING. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such

Rev. 6/24/15 Page 2

adjourned meeting at which a quorum shall be present or represented or deemed to be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 10.    VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS. At any meeting at which a quorum is present, action on any matter other than the election of directors shall be approved if the votes cast by the holders of shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes or voting by classes is required by law.

Section 11.    VOTING FOR DIRECTORS. Directors shall be elected as set forth in the Company’s Articles of Incorporation, as amended or restated from time to time.

Section 12.    VOTING LISTS. At least ten (10) days prior to each meeting of stockholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, with the address and the number, class and series (if any) of shares held by each, which list shall be subject to inspection by any stockholder during normal business hours for at least ten (10) days prior to the meeting. The list also shall be available at the meeting and shall be subject to inspection by any stockholder at any time during the meeting or its adjournment. The stockholders list shall be prima facie evidence as to who are the stockholders entitled to examine such list or the transfer books or to vote at any meeting of the stockholders.

Section 13.    VOTING OF SHARES. Each stockholder entitled to vote shall be entitled at every meeting of the stockholders to one vote in person or by proxy on each matter for each share of voting stock held by such stockholder. Such right to vote shall be subject to the right of the Board of Directors to close the transfer books or to fix a record date for voting stockholders as hereinafter provided.

Section 14.    PROXIES. At all meetings of stockholders, a stockholder may vote by proxy, executed in writing and delivered to the corporation in the original or transmitted via telegram, or as a photographic, photostatic or equivalent reproduction of a written proxy by the stockholder or by the stockholder’s duly authorized attorney-in-fact; but no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period. Each proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. In the event that a proxy shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one is present, that one, shall have all of the powers conferred by the proxy upon all the persons so designated, unless the instrument shall provide otherwise.

Section 15.    INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be taken at a meeting of the stockholders may be taken only upon the vote of such stockholders at an annual or special meeting duly called in accordance with the terms of this Article II and may not be taken by written consent of such stockholders.

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Section 16.    INSPECTORS. For each meeting of the stockholders, the Board of Directors, the CEO or the President may appoint two inspectors to supervise the voting; and, if inspectors are so appointed, all questions respecting the qualification of any vote, the validity of any proxy, and the acceptance or rejection of any vote shall be decided by such inspectors. Before acting at any meeting, the inspectors shall take an oath to execute their duties with strict impartiality and according to the best of their ability. If any inspector shall fail to be present or shall decline to act, the President shall appoint another inspector to act in his place. In case of a tie vote by the inspectors on any question, the presiding officer shall decide the issue.

ARTICLE III

Board of Directors

Section 1.    GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation or these by-laws directed or required to be exercised or done only by the stockholders.

Section 2.    NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be not less than three (3) nor more than twelve (12), with the number of the same to be fixed by the directors from time to time by an affirmative vote of a majority of the entire Board of Directors or by the stockholders at any annual or special meeting. Each director shall hold office until his term of office expires and until such director’s successor shall have been duly elected and shall have qualified, unless such director sooner dies, resigns or is removed by the stockholders at any annual or special meeting. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. It shall not be necessary for directors to be stockholders. All directors shall be natural persons who are 18 years of age or older.

Section 3.    ANNUAL MEETING. At the time of the annual meeting of stockholders, the Board of Directors shall hold its annual meeting at the same place as, and shortly before or shortly following, such annual meeting of stockholders for the purpose of the election of the CEO, President, Executive Vice Presidents, Chief Financial Officer, Treasurer, and Secretary and the transaction of such other business as may come before the meeting; and, if a majority of the directors are present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may be varied by written consent of all the directors.

Section 4.    REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors.

Section 5.    SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, or by the CEO or President. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by him or them, as the case may

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be. If no such designation is made, the place of meeting shall be the principal office of the corporation.

Section 6.    PRESIDING OFFICER. The Chairman of the Board of the corporation, or the designated lead director if there shall not be a Chairman of the Board or the Chairman of the Board should otherwise so direct, shall preside at each meeting of the Board of Directors. In the absence of a Chairman of the Board and a designated lead director, the CEO shall preside at each meeting of the Board of Directors.

Section 7.    NOTICE. Whenever notice of a meeting is required, written notice stating the place, day and hour of the meeting shall be delivered at least two (2) days prior thereto to each director, either personally, or by first-class United States mail, telegraph, teletype, facsimile or other form of electronic communication, or by private mail carriers handling nationwide mail services. Any director may waive notice of any meeting, either before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and so states at the beginning of the meeting or promptly upon arrival at the meeting.

Section 8.    QUORUM. A majority of the total number of directors as determined from time to time to comprise the Board of Directors shall constitute a quorum.

Section 9.    ADJOURNMENT: QUORUM FOR ADJOURNED MEETING. If less than a majority of the total number of directors are present at a meeting, a majority of the directors so present may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 10.    MANNER OF ACTING. If a quorum is present when a vote is taken, the act of a majority of the directors present at the meeting shall be the act of the Board of Directors.

Section 11.    REMOVAL. Any director may be removed by the stockholders for cause at any meeting of the stockholders called expressly for that purpose, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Directors may not be removed by the stockholders without cause. This by-law shall not be subject to change by the Board of Directors.

Section 12.    VACANCIES. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by the stockholders, unless otherwise provided in the Articles of Incorporation. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office.

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Section 13.    COMPENSATION. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as directors. No payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 14.    PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director objects at the beginning of the meeting (or promptly upon his arrival) to the holding of the meeting or the transacting of specified business at the meeting or such director votes against such action or abstains from voting in respect of such matter.

Section 15.    INFORMAL ACTION BY BOARD. Any action required or permitted to be taken by any provisions of law, the Articles of Incorporation or these by-laws at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if each and every member of the Board or of such committee, as the case may be, signs a written consent thereto and such written consent is filed in the minutes of the proceedings of the Board of such committee, as the case may be. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date, in which case it is effective on the date so specified.

Section 16.    MEETING BY TELEPHONE, ETC. Directors or the members of any committee thereof shall be deemed present at a meeting of the Board of Directors or of any such committee, as the case may be, if the meeting is conducted using a conference telephone, video phone, webcast, web conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

ARTICLE IV

Officers

Section 1.    NUMBER. The officers of the corporation shall consist of a Chief Executive Officer, a President, a Chief Financial Officer, one or more Executive Officers, a Secretary and a Treasurer, each of whom shall be appointed by the Board of Directors. The Board of Directors may also appoint a Chairman of the Board. The Chief Executive Officer, in turn, may appoint one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers as the Chief Executive Officer shall deem appropriate. The same individual may simultaneously hold more than one office in the corporation.

Section 2.    APPOINTMENT AND TERM OF OFFICE. The officers of the corporation shall be appointed annually by the Board of Directors or the CEO, as the case may be, at the annual meeting. The Board of Directors may also appoint a Chair of the Board, and if the Board of Directors so desires a Vice Chair of the Board, with such responsibilities as the Board may determine to be appropriate.If the appointment of officers shall not be made at such meeting, such appointment

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shall be made as soon thereafter as is convenient. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors. Each officer shall hold office until such officer’s successor shall have been duly appointed and shall have qualified, unless such officer sooner dies, resigns or is removed by the Board of Directors or by the CEO. The appointment of an officer does not itself create contract rights.

Section 3.    RESIGNATION. An officer may resign at any time by delivering notice to the corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. An officer’s resignation shall not affect the corporation’s contract rights, if any, with the officer.

Section 4.    REMOVAL. The Board of Directors may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by the CEO, may likewise be removed by the CEO. An officer’s removal shall not affect the officer’s contract rights, if any, with the corporation.

Section 5.    VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled for the unexpired portion of the term by action of the Board of Directors. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, to the extent the office is one that was appointed by the CEO, may be filled for the unexpired portion of the term by action of the CEO.

Section 6.    DUTIES OF OFFICERS. The Chief Executive Officer shall be the chief executive officer of the corporation. The Secretary shall be responsible for preparing minutes of the directors’ and stockholders’ meetings and for authenticating records of the corporation. Subject to the foregoing, the officers of the corporation shall have such powers and duties as ordinarily pertain to their respective offices and such additional powers and duties specifically conferred by law, the Articles of Incorporation and these by-laws, or as may be assigned to them from time to time by the Board of Directors, the CEO, or an officer authorized by either the Board of Directors or the CEO to prescribe the duties of other officers.

Section 7.    SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of the corporation.

Section 8.    DELEGATION OF DUTIES. In the absence or disability of any officer of the corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being. In the absence or disability of any officer of the corporation appointed by the CEO or for any other reason deemed sufficient by the CEO, the CEO may delegate the powers or duties of any such officer appointed by the CEO to any other officer or to any director for the time being.

Section 9.    DISASTER EMERGENCY POWERS OF ACTING OFFICERS. Unless otherwise expressly prescribed by action of the Board of Directors taken pursuant to Article XV of these by-laws, if, as a result of some catastrophic event, a quorum of the corporation’s directors

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cannot readily be assembled and the Chief Executive Officer is unable to perform the duties of the office of Chief Executive Officer and/or other officers are unable to perform their duties, (a) the powers and duties of Chief Executive Officer shall be held and performed by that officer of the corporation highest on the list of successors (adopted by the Board of Directors for such purpose) who shall be available and capable of holding and performing such powers and duties; and, absent any such prior designation, by the President; or, if the President is not available and capable of holding and performing such powers and duties, then by that Vice President who shall be available and capable of holding and performing such powers and duties whose surname commences with the earliest letter of the alphabet among all such Vice Presidents; or, if no Vice President is available and capable of holding and performing such powers and duties, then by the Secretary; or, if the Secretary is likewise unavailable, by the Treasurer; (b) the officer so selected to hold and perform such powers and duties shall serve as Acting Chief Executive Officer until the Chief Executive Officer again becomes capable of holding and performing the powers and duties of Chief Executive Officer, or until the Board of Directors shall have elected a new Chief Executive Officer or designated another individual as Acting Chief Executive Officer; (c) such officer (or the chief Executive Officer, if such person is still serving) shall have the power, in addition to all other powers granted to the Chief Executive officer by law, the Articles of Incorporation, these by-laws and the Board of Directors, to appoint acting officers to fill vacancies that may have occurred, either permanently or temporarily, by reason of such disaster or emergency, each of such acting appointees to serve in such capacity until the officer for whom the acting appointee is acting is capable of performing the duties of such office, or until the Board of Directors shall have designated another individual to perform such duties or shall have elected or appointed another person to fill such office; (d) each acting officer so appointed shall be entitled to exercise all powers invested by law, the Articles of Incorporation, these by-laws and the Board of Directors in the office in which such person is serving; and (e) anyone transacting business with the corporation may rely upon a certificate signed by any two officers of the corporation that a specified individual has succeeded to the powers and duties of the Chief Executive Officer or such other specified office. Any person, firm, corporation or other entity to which such certificate has been delivered by such officers may continue to rely upon it until notified of a change by means of a writing signed by two officers of this corporation.

Article V

Executive and Other Committees

Section 1.    CREATION OF COMMITTEES. The Board of Directors may designate an Executive Committee and one or more other committees, each to consist of two (2) or more of the directors of the corporation.

Section 2.    EXECUTIVE COMMITTEE. The Executive Committee, if there shall be one, shall consult with and advise the officers of the corporation in the management of its business, and shall have, and may exercise, such powers of the Board of Directors as can be lawfully delegated by the Board.

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Section 3.    OTHER COMMITTEES. Such other committees, to the extent provided in the resolution or resolutions creating them, shall have such functions and may exercise such powers of the Board of Directors as can be lawfully delegated and as more particularly set forth in any charter for such Committee and in the Company’s Corporate Governance Guidelines.

Section 4.    REMOVAL OR DISSOLUTION. Any Committee of the Board of Directors may be dissolved by the Board at any meeting; and any member of such committee may be removed by the Board of Directors with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.    VACANCIES ON COMMITTEES. Vacancies on any committee of the Board of Directors shall be filled by the Board of Directors at any regular or special meeting.

Section 6.    MEETINGS OF COMMITTEES. Regular meetings of any committee of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by such committee and special meetings of any such committee may be called by any member thereof upon two (2) days notice of the date, time and place of the meeting given to each of the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in Section 6 of Article III of these by-laws (pertaining to notice for directors’ meetings).

Section 7.    ABSENCE OF COMMITTEE MEMBERS. The Board of Directors may designate one or more directors as alternate members of any committee of the Board of Directors, who may replace at any meeting of such committee, any member not able to attend.

Section 8.    QUORUM OF COMMITTEES. At all meetings of committees of the Board of Directors, a majority of the total number of members of the committee as determined from time to time shall constitute a quorum for the transaction of business.

Section 9.    MANNER OF ACTING OF COMMITTEES. If a quorum is present when a vote is taken, the act of a majority of the members of any committee of the Board of Directors present at the meeting shall be the act of such committee.

Section 10.    MINUTES OF COMMITTEES. Each committee of the Board of Directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 11.    COMPENSATION. Members of any committee of the Board of Directors may be paid compensation in accordance with the provisions of Section 12 of Article III of these by-laws (pertaining to compensation of directors).

Section 12.    INFORMAL ACTION. Any committee of the Board of Directors may take such informal action and hold such informal meetings as allowed by the provisions of Sections 14 and 15 of Article III of these by-laws.

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ARTICLE VI

Indemnification of Directors and Officers

Section 1.    GENERAL.

(a)    To the fullest extent permitted by law from time to time, and consistent with the principles set forth in Section 1(b) below, the corporation shall be entitled but not obligated to indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or other type of proceeding (other than an action by or in the right of the corporation), whether civil, criminal, administrative, investigative or otherwise, and whether formal or informal, by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(b)    Any person for whom indemnification is authorized under Section 1(a) above shall be indemnified against all liabilities, judgments, amounts paid in settlement, penalties, and fines (including attorneys’ fees, paralegals’ fees and court costs) actually and reasonably incurred in connection with any such action, suit or other proceeding, including any appeal thereof. Indemnification shall be available only if the person to be indemnified acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any such action, suit or other proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that such person reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2.    ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.

(a)To the fullest extent permitted by law from time to time, and consistent with the principles set forth in Section 2(b) below the corporation shall be entitled but not obligated to indemnify any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or other type of proceeding (as further described in Section 1 of this Article VI) by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(b)Any person for whom indemnification is authorized under Section 2(a) above shall be indemnified against expenses (including attorneys’ fees, paralegals’ fees and court costs) and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expenses of litigating the action, suit or other proceeding to conclusion, that are actually and reasonably incurred in connection with the defense or settlement of such action, suit or other

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proceeding, including any appeal thereof. Indemnification shall be available only if the person to be indemnified acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation. Notwithstanding the foregoing, no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such action, suit or other proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses that such court shall deem proper.

Section 3.    OBLIGATION TO INDEMNIFY. To the extent that a director or officer has been successful on the merits or otherwise in defense of any action, suit or other proceeding referred to in Section 1 or Section 2 of this Article VI, or in the defense of any claim, issue or matter therein, such person shall, upon application, be indemnified against expenses (including attorneys’ fees, paralegals’ fees and court costs) actually and reasonably incurred by such person in connection therewith.

Section 4.    DETERMINATION THAT INDEMNIFICATION IS PROPER. Indemnification pursuant to Section 1 or Section 2 of this Article VI, unless made under the provisions of Section 3 of this Article VI or unless otherwise made pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VI. Such determination shall be made under one of the following procedures:

(a)    by the Board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or other proceeding to which the indemnification relates;

(b)    if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (the designation being one in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to such action, suit or other proceeding;

(c)    by independent legal counsel (i) selected by the Board of Directors in accordance with the requirements of subsection (a) or by a committee designated under subsection (b) or (ii) if a quorum of the directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full Board of Directors (the vote being one in which directors who are parties may participate); or

(d)    by the stockholders by a majority vote of a quorum consisting of stockholders who were not parties to such action, suit or other proceeding or, if no such quorum is obtainable, by a majority vote of stockholders who were not parties to such action, suit or other proceeding.

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Section 5.    EVALUATION AND AUTHORIZATION. Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as is prescribed in Section 4 of this Article VI for the determination that indemnification is permissible; provided, however, that if the determination as to whether indemnification is permissible is made by independent legal counsel, the persons who selected such independent legal counsel shall be responsible for evaluating the reasonableness of expenses and may authorize indemnification.

Section 6.    PREPAYMENT OF EXPENSES. Expenses (including attorneys fees, paralegals’ fees and court costs) incurred by a director or officer in defending a civil or criminal action, suit or other proceeding referred to in Section 1 or Section 2 of this Article VI may, in the discretion of the Board of Directors, be paid by the corporation in advance of the final disposition thereof. Any such payment shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if such person is ultimately found not to be entitled to indemnification by the corporation pursuant to this Article VI.

Section 7.    NONEXCLUSIVITY AND LIMITATIONS. The indemnification and advancement of expenses provided pursuant to this Article VI shall not be deemed exclusive of any other rights to which a person may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in any other capacity while holding office with the corporation. Such indemnification and advancement of expenses shall continue as to any person who has ceased to be a director or officer and shall inure to the benefit of such person’s heirs and personal representatives. The Board of Directors may, at any time, approve indemnification of or advancement of expenses to any other person that the corporation has the power by law to indemnify, including, without limitation, employees and agents of the corporation. In all cases not specifically provided for in this Article VI, indemnification or advancement of expenses shall not be made to the extent that such indemnification or advancement of expenses is expressly prohibited by law.

Section 8.    CONTINUATION OF INDEMNIFICATION RIGHT.

(a)Unless expressly otherwise provided when authorized or ratified by this corporation, indemnification and advancement of expenses as provided for in this Article VI shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

(b)For purposes of this Article VI, the term “corporation” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director or officer of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, is in the same position under this Article VI with respect to the resulting or surviving corporation as such person would have been with respect to such constituent corporation if its separate existence had continued.

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Section 9.    INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against the liability under Section 1 or Section 2 of this Article VI or under applicable law.

ARTICLE VII

Interested Parties

Section 1.    GENERAL. No contract or other transaction between the corporation and any one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such director of directors were present at the meeting of the Board of Directors or of a committee thereof which authorizes, approves or ratifies such contract or transaction or because such director’s or directors’ votes are counted for such purpose if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (b) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote on the matter, and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board of Directors, a committee thereof or the stockholders.

Section 2.    APPROVAL BY DIRECTORS OR COMMITTEES. For purposes of Section 1(a) of this Article VII, a conflict of interest transaction shall be authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the Board of Directors, or on the committee, who have no relationship or interest in the transaction described in Section 1 of this Article VII, but a transaction may not be authorized, approved, or ratified under this Section by a single director. If a majority of the directors who have no such relationship or interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this Section. The presence of, or a vote cast by, a director with such relationship or interest in the transaction does not affect the validity of any action taken under Section 1(a) of this Article VII if the transaction is otherwise authorized, approved, or ratified as provided in that Section, but such presence or vote of those directors may be counted for purposes of determining whether the transaction is approved under other applicable law.

Section 3.    APPROVAL BY STOCKHOLDERS. For purposes of Section 1(b) of this Article VII, a conflict of interest transaction shall be authorized, approved or ratified if it receives the vote of a majority of the shares entitled to be counted under this Section 3. Shares owned by or voted under the control of a director who has a relationship or interest in the transaction described in Section 1 of this Article VII may not be counted in a vote of stockholders to determine whether to authorize, approve or ratify a conflict of interest transaction under Section 1(b) of this Article

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VII. The vote of the shares owned by or voted under the control of a director who has a relationship or interest in the transaction described in Section 1 of this Article VII, shall be counted, however, in determining whether the transaction is approved under other sections of the corporation’s by-laws and applicable law. A majority of those shares that would be entitled, if present, to be counted in a vote on the transaction under this Section 3 shall constitute a quorum for the purpose of taking action under this Section 3.

ARTICLE VIII

Certificates of Stock

Section 1.    CERTIFICATES FOR SHARES. Shares shall either be represented by certificates or shall be uncertificated and represented by book entry registered in the name of the stockholder on the books and records of the corporation or its transfer agent. At the direction of the corporation to its transfer agent and absent a specific request for a certificate by the registered stockholder or transferee thereof, all shares of the corporation shall be in uncertificated, book entry form upon the original issuance thereof by the corporation or upon the surrender of the certificate representing such shares to the corporation, in accordance with a Direct Registration System approved by the Securities and Exchange Commission and by the New York Stock Exchange or any securities exchange on which the stock of the corporation may from time to time be traded.

The rights and obligations of stockholders shall be identical whether or not their shares are represented by certificates. If shares are represented by certificates, each certificate shall be in such form as the Board of Directors may from time to time prescribe, signed (either manually or in facsimile) by the President or a Vice President (and may be signed (either manually or in facsimile) by the Secretary or an Assistant Secretary and sealed with the seal of the corporation or its facsimile), exhibiting the holder’s name, certifying the number of shares owned and stating such other matters as may be required by law. The certificates shall be numbered and entered on the books of the corporation as they are issued. If shares are not represented by certificates, then, within a reasonable time after issue or transfer of shares without certificates, the corporation shall send the stockholder a written statement in such form as the Board of Directors may from time to time prescribe, certifying as to the number of shares owned by the stockholder and as to such other information as would have been required to be on certificates for such shares.

If and to the extent the corporation is authorized to issue shares of more than one class or more than one series of any class, every certificate representing shares shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any stockholder upon request and without charge a full statement of:

(a)The designations, relative rights, preferences and limitations of the shares of each class or series authorized to be issued.

(b)The variations in rights, preferences and limitations between the shares of each such series, if the corporation is authorized to issue any preferred or special class in series insofar as the same have been fixed and determined.

Rev. 6/24/15 Page 14

(c)The authority of the Board of Directors to fix and determine the variations, relative rights and preferences of future series.

Section 2.    SIGNATURES OF PAST OFFICERS. If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.

Section 3.    TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board may deem advisable from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars.

Section 4.    TRANSFER OF SHARES. Transfers of shares of the corporation shall be made upon its books by the holder of the shares in person or by the holder’s lawfully constituted representative, upon surrender of the certificate of stock for cancellation if such shares are represented by a certificate of stock or by delivery to the corporation of such evidence of transfer as may be required by the corporation if such shares are not represented by certificates. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Florida.

Section 5.    LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE IX

Record Date

Section 1.    RECORD DATE FOR STOCKHOLDER ACTIONS. The Board of Directors is authorized from time to time to fix in advance a date, not more than seventy (70) nor less than ten (10) days before the date of any meeting of the stockholders, a date in connection with the obtaining of the consent of stockholders for any purpose, or the date of any other action requiring a determination of the stockholders, as the record date for the determination of the stockholders

Rev. 6/24/15 Page 15

entitled to notice of and to vote at any such meeting and any adjournment thereof (unless a new record date must be established by law for such adjourned meeting), or of the stockholders entitled to give such consent or take such action, as the case may be. In no event may a record date so fixed by the Board of Directors precede the date on which the resolution establishing such record date is adopted by the Board of Directors. Only those stockholders listed as stockholders of record as of the close of business on the date so fixed as the record date shall be entitled to notice of and to vote at such meeting and any adjournment thereof, or to exercise such rights or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. If the Board of Directors fails to establish a record date as provided herein, the record date shall be deemed to be the date ten (10) days prior to the date of the stockholders’ meeting.

Section 2.    RECORD DATE FOR DIVIDEND AND OTHER DISTRIBUTIONS. The Board of Directors is authorized from time to time to fix in advance a date as the record date for the determination of the stockholders entitled to receive a dividend or other distribution. Only those stockholders listed as stockholders of record as of the close of business on the date so fixed as the record date shall be entitled to receive the dividend or other distribution, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. If the Board of Directors fails to establish a record date as provided herein, the record date shall be deemed to be the date of authorization of the dividend or other distribution.

ARTICLE X

Dividends

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by the Articles of Incorporation and by law. Subject to the provisions of the Articles of Incorporation and to law, dividends may be paid in cash or property, including shares of stock or other securities of the corporation.

ARTICLE XI

Fiscal Year

The fiscal year of the corporation shall be the period selected by the Board of Directors as the taxable year of the corporation for federal income tax purposes, unless the Board of Directors specifically establishes a different fiscal year.

Rev. 6/24/15 Page 16

ARTICLE XII

Seal

The corporate seal shall have the name of the corporation, the word “SEAL” and the year of incorporation inscribed thereon, and may be a facsimile, engraved, printed or impression seal. An impression of said seal appears on the margin hereof.

ARTICLE XIII

Stock in Other Corporations

Shares of stock in other corporations held by the corporation shall be voted by such officer or officers or other agent of the corporation as the Board of Directors shall from time to time designate for the purpose or by a proxy thereunto duly authorized by said Board.

ARTICLE XIV

Amendments

These by-laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors; provided that any by-law or amendment thereto as adopted by the Board of Directors may be altered, amended or repealed by vote of the stockholders entitled to vote thereon, or a new by-law in lieu thereof may be adopted by the stockholders, and the stockholders may prescribe in any by-law made by them that such by-law shall not be altered, amended or repealed by the Board of Directors.

ARTICLE XV

Emergency By-laws

Section 1.    SCOPE OF EMERGENCY BY-LAWS. The emergency by-laws provided in this Article XV shall be operative during any emergency, notwithstanding any different provision set forth in the preceding articles hereof of the Articles of Incorporation. For purposes of the emergency by-law provisions of this Article XV, an emergency shall exist if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. To the extent not inconsistent with the provisions of this Article, the by-laws provided in the preceding Articles shall remain in effect during such emergency and upon termination of such emergency, these emergency by-laws shall cease to be operative.

Section 2.    CALL AND NOTICE OF MEETING. During any emergency, a meeting of the Board of Directors may be called by any officer or director of the corporation. Notice of the date, time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall

Rev. 6/24/15 Page 17

be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.

Section 3.    QUORUM AND VOTING. At any such meeting of the Board of Directors, a quorum shall consist of any one or more directors, and the act of the majority of the directors present at such meeting shall be the act of the corporation.

Section 4.    APPOINTMENT OF TEMPORARY DIRECTORS.

(a)    The director or directors who are able to be assembled at a meeting of directors during an emergency may assemble for the purpose of appointing, if such directors deem it necessary, one or more temporary directors (the “Temporary Directors”) to serve as directors of the corporation during the term of any emergency.

(b)    If no directors are able to attend a meeting of directors during an emergency, then such stockholders as may reasonably be assembled shall have the right, by majority vote of those assembled, to appoint Temporary Directors to serve on the Board of Directors until the termination of the emergency.

(c)    If no stockholders can reasonably be assembled in order to conduct a vote for Temporary Directors, then the President or his successor, as determined pursuant to Section 9 of Article IV herein shall be deemed a Temporary Director of the corporation, and such President or his successor, as the case may be, shall have the right to appoint additional Temporary Directors to serve with him on the Board of Directors of the corporation during the term of the emergency.

(d)    Temporary Directors shall have all of the rights, duties and obligations of directors appointed pursuant to Article III hereof, provided, however, that a Temporary Director may be removed from the Board of Directors at any time by the person or persons responsible for appointing such Temporary Director, or by vote of the majority of the stockholders present at any meeting of the stockholders during an emergency, and, in any event, the Temporary Director shall automatically be deemed to have resigned from the Board of Directors upon the termination of the emergency in connection with which the Temporary Director was appointed.

Section 5.    MODIFICATION OF LINES OF SUCCESSION. During any emergency, the Board of Directors may provide, and from time to time modify, lines of succession different from that provided in Section 9 of Article IV in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

Section 6.    CHANGE OF PRINCIPAL OFFICE. The Board of Directors may, either before or during any such emergency, and effective during such emergency, change the principal office of the corporation or designate several alternative head offices or regional offices, or authorize the officers of the corporation to do so.

Rev. 6/24/15 Page 18

Section 7.    LIMITATION OF LIABILITY. No officer, director or employee acting in accordance with these emergency by-laws during an emergency shall be liable except for willful misconduct.

Section 8.    REPEAL AND CHANGE. These emergency by-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of Section 6 above with regard to actions taken prior to the time of such repeal or change. Any amendment of these emergency by-laws may make any further or different provision that may be practical or necessary under the circumstances of the emergency.

Rev. 6/24/15 Page 19

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 August 1, 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: August 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 August 1, 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: August 28, 2015

/s/ Todd E. Vogensen
Name:	Todd E. Vogensen
Title:	Executive Vice President, Chief Financial Officer and Assistant 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 August 1, 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: August 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 August 1, 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 Assistant Corporate Secretary

Date: August 28, 2015

XML

Inventories (Details) - USD ($) $ in Thousands	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014
Inventory [Line Items]
Inventories, including inventory related to Boston Proper DTC business	$ 250,300
Inventories	239,043	$ 235,159	$ 238,072
Boston Proper [Member]
Inventory [Line Items]
Inventories reclassified to assets held for sale	$ 11,282

XML

Stock-Based Compensation (Summary Of Stock Option Activity) (Details) - Aug. 01, 2015 - $ / shares	Total
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	(695,461)
Forfeited or expired, Number of Shares	(110,866)
Outstanding at August 1, 2015, Number of Shares	1,141,601
Exercisable at August 1, 2015, Number of Shares	1,141,601
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding, beginning of period, Weighted Average Exercise Price (in dollars per share)	$ 15.16
Granted, Weighted Average Exercise Price (in dollars per share)	0.00
Exercised, Weighted Average Exercise Price (in dollars per share)	11.46
Forfeited or expired, Weighted Average Exercise Price (in dollars per share)	29.88
Outstanding at August 1, 2015, Weighted Average Exercise Price (in dollars per share)	15.99
Exercisable at August 1, 2015, Weighted Average Exercise Price (in dollars per share)	$ 15.99

XML

Debt (Tables)

6 Months Ended

Aug. 01, 2015

Debt Disclosure [Abstract]

Schedule of Debt

The following table provides details on our debt outstanding as of August 1, 2015, January 31, 2015 and August 2, 2014:

	August 1, 2015			January 31, 2015		August 2, 2014
	(in thousands)
Credit Agreement, net of unamortized debt discount	$	97,186		$	—	$	—
Less: current portion	(10,000		)	—		—
Total long-term debt, net of unamortized debt discount	$	87,186		$	—	$	—

XML

Debt (Narrative) (Details) - USD ($)		6 Months Ended
	May. 04, 2015	Aug. 01, 2015	Aug. 02, 2014	Jan. 31, 2015
Debt Instrument [Line Items]
Current debt		$ 10,000,000	$ 0	$ 0
Payments on borrowings		26,500,000	0
Borrowings outstanding		97,186,000	0	0
Long-term debt		87,186,000	$ 0	$ 0
Term Loan [Member]
Debt Instrument [Line Items]
Face amount	$ 100,000,000
Amount drawn at closing	100,000,000
Current debt		10,000,000
Borrowings outstanding		97,200,000
Long-term debt		87,200,000
Unamortized debt discount		$ 700,000
Line of Credit [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity	100,000,000
Current debt	24,000,000
Payments on borrowings	$ 124,000,000

XML

Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014	Aug. 01, 2015	Aug. 02, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities with maturity dates less than one year	$ 26,900			$ 26,900
Securities with maturity dates over one year and less than two years	21,100			21,100
Pre-tax impairment charges for assets measured at fair value on non-recurring basis				81,600
Impairment charges	16,166	$ 16,700	$ 0	31,041	$ 0
Boston Proper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill impairment	48,900			$ 48,853
Pre-tax impairment charge related to trade name	18,000
Boston Proper [Member] | Trade name impairment [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Pre-tax impairment charge related to trade name	18,000
Boston Proper [Member] | Property and equipment [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charges	$ 12,700

XML

Goodwill and Trade Name Impairment Charges

6 Months Ended

Aug. 01, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Trade Name Impairment Charges

Goodwill and Trade Name Impairment Charges

In the second quarter of fiscal 2015, in connection with the Plan, we recorded a pre-tax goodwill impairment charge of $48.9 million, reducing the carrying value of goodwill to zero, and a pre-tax impairment charge related to the Boston Proper trade name of $18.0 million, reducing the carrying value of the trade name to $23.6 million. The carrying value of the Boston Proper trade name is included in assets held for sale in the condensed consolidated balance sheet as of August 1, 2015.

The following table provides changes in the carrying amount of Boston Proper goodwill:

	August 1, 2015
	(in thousands)
Gross carrying amount	$	141,919
Cumulative impairment, January 31, 2015	(93,066		)
Impairment charges	(48,853		)
Cumulative impairment, August 1, 2015	(141,919		)
Net carrying amount	$	—

XML

Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014
Debt Disclosure [Abstract]
Credit Agreement, net of unamortized debt discount	$ 97,186	$ 0	$ 0
Less: current portion	(10,000)	0	0
Total long-term debt, net of unamortized debt discount	$ 87,186	$ 0	$ 0

XML

Goodwill and Trade Name Impairment Charges (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Aug. 01, 2015	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014
Subsidiary or Equity Method Investee [Line Items]
Carrying value of goodwill	$ 96,774	$ 96,774	$ 145,627	$ 171,427
Boston Proper [Member]
Subsidiary or Equity Method Investee [Line Items]
Pre-tax goodwill impairment charge	48,900	48,853
Carrying value of goodwill	0	0
Pre-tax impairment charge related to trade name	18,000
Carrying value of trade name	$ 23,600	$ 23,600

XML

Restructuring and Strategic Charges (Severance and Other Charges) (Details) $ in Thousands	6 Months Ended
	Aug. 01, 2015 USD ($)
Restructuring Reserve [Roll Forward]
Beginning Balance, January 31, 2015	$ 8,063
Charges	5,173
Payments	(6,959)
Ending Balance, August 1, 2015	6,277
Severance Charges [Member]
Restructuring Reserve [Roll Forward]
Beginning Balance, January 31, 2015	7,577
Charges	1,820
Payments	(5,564)
Ending Balance, August 1, 2015	3,833
Lease Termination Charges [Member]
Restructuring Reserve [Roll Forward]
Beginning Balance, January 31, 2015	0
Charges	2,757
Payments	(313)
Ending Balance, August 1, 2015	2,444
Other [Member]
Restructuring Reserve [Roll Forward]
Beginning Balance, January 31, 2015	486
Charges	596
Payments	(1,082)
Ending Balance, August 1, 2015	$ 0

XML

Share Repurchases (Details) - USD ($) shares in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2015	Aug. 01, 2015	Feb. 28, 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
Value of initial shares	$ 187,500,000	$ 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	10,700	3,900
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	5,350
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	5,350

XML

Goodwill and Trade Name Impairment Charges (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Aug. 01, 2015	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014
Goodwill [Roll Forward]
Net carrying amount	$ 96,774	$ 96,774	$ 145,627	$ 171,427
Boston Proper [Member]
Subsidiary or Equity Method Investee [Line Items]
Gross carrying amount			$ 141,919
Goodwill [Roll Forward]
Cumulative impairment, January 31, 2015		(93,066)
Impairment charges	(48,900)	(48,853)
Cumulative impairment, August 1, 2015	(141,919)	(141,919)
Net carrying amount	$ 0	$ 0

XML

Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions	6 Months Ended
	Aug. 01, 2015	Aug. 02, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense related to stock-based awards	$ 13,657	$ 12,684
Number of shares available for future grants	6.8
Performance-Based Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years

XML

Restructuring and Strategic Charges

6 Months Ended

Aug. 01, 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. 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 primarily related to severance, store closures and other impairment charges.

During the second quarter of fiscal 2015 in connection with the restructuring program, we completed an evaluation of the Boston Proper brand and initiated a plan (the "Plan") to sell the direct-to-consumer ("DTC") business and close its stores, allowing us to focus our efforts on our core omni-channel brands. The Boston Proper DTC business is currently being marketed by a third party on our behalf. As of August 1, 2015, all assets and liabilities of the Boston Proper DTC business have been recorded as held for sale in the accompanying condensed consolidated balance sheets at fair value less costs to sell. While we currently expect to sell the Boston Proper DTC business, the sale is dependent on local and global economic factors and the existence of prospective buyers, among other factors. There can be no assurance that we will realize our expected proceeds or that the sale, if any, will be complete within a reasonable time. We assessed the disposal group and determined that the sale of the Boston Proper DTC business will not have a major effect on our consolidated results of operations, financial position or cash flows. Accordingly, the disposal group is not presented in the financial statements as a discontinued operation. Pretax losses in the second quarter of fiscal 2015 and 2014 for the Boston Proper DTC business were $1.4 million and $0.9 million, respectively. Pretax losses in the year-to-date period of fiscal 2015 and 2014 were $4.4 million and $2.6 million, respectively.

A summary of the restructuring and strategic charges is presented in the table below:

	Twenty-Six Weeks Ended					Thirteen Weeks Ended
	August 1, 2015			August 2, 2014		August 1, 2015			August 2, 2014
	(in thousands)
Impairment charges	$	20,930		$	—	$	14,978		$	—
Continuing employee-related costs	5,639			—		14			—
Severance charges	1,820			—		186			—
Lease termination charges	2,757			—		1,688			—
Other	(105		)	—		(700		)	—
Total restructuring and strategic charges, pre-tax	$	31,041		$	—	$	16,166		$	—

During the second quarter of fiscal 2015, we recorded pre-tax restructuring and strategic charges in the accompanying condensed consolidated statements of income of $16.2 million, primarily related to $12.7 million in property and equipment impairment charges related to Boston Proper and a $2.0 million loss recognized on Boston Proper DTC assets held for sale. During the year-to-date period of fiscal 2015, we recorded pre-tax restructuring and strategic charges of $31.0 million, primarily related to $20.9 million in property and equipment impairment charges, $5.6 million in continuing employee-related costs, $1.8 million in severance charges and $2.8 million in lease termination charges.

In connection with the restructuring and strategic activities, we determined to increase the rate of domestic store closures and identified 160-165 under-performing stores for closure, including the Boston Proper stores. Through the second quarter of 2015, 20 stores across our brands have been closed. We plan to close an additional 53 stores, including the Boston Proper stores, in fiscal 2015, with the remainder to be closed in fiscal 2016 and 2017. As a result, we expect to incur additional cash charges related to lease termination expenses of approximately $9.4 million.

As of August 1, 2015, a reserve of $6.3 million related to restructuring and strategic activities was outstanding and was included in other current and deferred liabilities in the accompanying condensed consolidated balance sheets. A roll-forward of the reserve is presented as follows:

	Severance Charges			Lease Termination Charges			Other			Total
	(in thousands)
Beginning Balance, January 31, 2015	$	7,577		$	—		$	486		$	8,063
Charges	1,820			2,757			596			5,173
Payments	(5,564		)	(313		)	(1,082		)	(6,959		)
Ending Balance, August 1, 2015	$	3,833		$	2,444		$	—		$	6,277

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Stock-Based Compensation (Summary of Restricted Stock And PSU Activity) (Details) - 6 months ended Aug. 01, 2015 - $ / shares	Total
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	1,262,720
Vested, Number of Shares	(1,316,265)
Forfeited, Number of Shares	(410,879)
Unvested, end of period, Number of Shares	3,453,765
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 (in dollars per share)	$ 15.70
Granted, Weighted Average Grant Date Fair Value (in dollars per share)	18.14
Vested, Weighted Average Grant Date Fair Value (in dollars per share)	16.04
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)	16.92
Unvested, end of period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 16.32
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	(213,453)
Forfeited, Number of Shares	(18,732)
Unvested, end of period, Number of Shares	508,078
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 (in dollars per share)	$ 15.01
Granted, Weighted Average Grant Date Fair Value (in dollars per share)	18.23
Vested, Weighted Average Grant Date Fair Value (in dollars per share)	15.01
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)	18.23
Unvested, end of period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 18.23

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Assets and Liabilities Held for Sale (Narrative) (Details) $ in Thousands	6 Months Ended
	Aug. 01, 2015 USD ($)
Boston Proper [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from assets held for sale that were measured at fair value less costs to sell	$ 2,000

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Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 01, 2015	Aug. 02, 2014	Aug. 01, 2015	Aug. 02, 2014
Income Statement [Abstract]
Net sales	$ 680,352	$ 671,130	$ 1,373,691	$ 1,352,735
Net sales, as a Percentage of Net Sales	100.00%	100.00%	100.00%	100.00%
Cost of goods sold	$ 314,384	$ 319,658	$ 611,953	$ 618,372
Cost of goods sold, as a Percentage of Net Sales	46.20%	47.60%	44.50%	45.70%
Gross margin	$ 365,968	$ 351,472	$ 761,738	$ 734,363
Gross margin, as a Percentage of Net Sales	53.80%	52.40%	55.50%	54.30%
Selling, general and administrative expenses	$ 308,437	$ 304,737	$ 636,654	$ 623,786
Selling, general and administrative expenses, as a Percentage of Net Sales	45.30%	45.40%	46.30%	46.10%
Goodwill and trade name impairment charges	$ 66,941	$ 0	$ 66,941	$ 0
Goodwill and trade name impairment charges, as a Percentage of Net Sales	9.80%	0.00%	4.90%	0.00%
Restructuring and strategic charges	$ 16,166	$ 0	$ 31,041	$ 0
Restructuring and strategic charges, as a Percentage of Net Sales	2.40%	0.00%	2.30%	0.00%
Income (loss) from operations	$ (25,576)	$ 46,735	$ 27,102	$ 110,577
Income (loss) from operations, as a Percentage of Net Sales	(3.70%)	7.00%	2.00%	8.20%
Interest (expense) income, net	$ (502)	$ (9)	$ (955)	$ 31
Interest (expense) income, net, as a Percentage of Net Sales	(0.10%)	0.00%	(0.10%)	0.00%
Income (loss) before income taxes	$ (26,078)	$ 46,726	$ 26,147	$ 110,608
Income (loss) before income taxes, as a Percentage of Net Sales	(3.80%)	7.00%	1.90%	8.20%
Income tax (benefit) provision	$ (28,200)	$ 16,600	$ (8,500)	$ 40,600
Income tax (benefit) provision, as a Percentage of Net Sales	(4.10%)	2.50%	(0.60%)	3.00%
Net income	$ 2,122	$ 30,126	$ 34,647	$ 70,008
Net income, as a Percentage of Net Sales	0.30%	4.50%	2.50%	5.20%
Per share data:
Net income per common share-basic	$ 0.02	$ 0.20	$ 0.24	$ 0.46
Net income per common and common equivalent share–diluted	$ 0.02	$ 0.20	$ 0.24	$ 0.46
Weighted average common shares outstanding–basic	138,606	148,694	140,992	148,584
Weighted average common and common equivalent shares outstanding–diluted	138,961	149,218	141,339	149,127
Dividends declared per share	$ 0.0775	$ 0.0750	$ 0.2325	$ 0.2250

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Basis of Presentation

6 Months Ended

Aug. 01, 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 and twenty-six weeks ended August 1, 2015 are not necessarily indicative of the results that may be expected for the entire year.

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Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 01, 2015	Aug. 02, 2014	Aug. 01, 2015	Aug. 02, 2014
Earnings Per Share [Abstract]
Net income	$ 2,122	$ 30,126	$ 34,647	$ 70,008
Net income and dividends declared allocated to participating securities	(28)	(842)	(804)	(1,902)
Net income available to common shareholders	$ 2,094	$ 29,284	$ 33,843	$ 68,106
Weighted average common shares outstanding–basic	138,606	148,694	140,992	148,584
Dilutive effect of non-participating securities	355	524	347	543
Weighted average common and common equivalent shares outstanding – diluted	138,961	149,218	141,339	149,127
Net income per common share: Basic (in dollars per share)	$ 0.02	$ 0.20	$ 0.24	$ 0.46
Net income per common share: Diluted (in dollars per share)	$ 0.02	$ 0.20	$ 0.24	$ 0.46

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Earnings Per Share (Tables)

6 Months Ended

Aug. 01, 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):

	Twenty-Six Weeks Ended						Thirteen Weeks Ended
	August 1, 2015			August 2, 2014			August 1, 2015			August 2, 2014
Numerator
Net income	$	34,647		$	70,008		$	2,122		$	30,126
Net income and dividends declared allocated to participating securities	(804		)	(1,902		)	(28		)	(842		)
Net income available to common shareholders	$	33,843		$	68,106		$	2,094		$	29,284
Denominator
Weighted average common shares outstanding – basic	140,992			148,584			138,606			148,694
Dilutive effect of non-participating securities	347			543			355			524
Weighted average common and common equivalent shares outstanding – diluted	141,339			149,127			138,961			149,218
Net income per common share:
Basic	$	0.24		$	0.46		$	0.02		$	0.20
Diluted	$	0.24		$	0.46		$	0.02		$	0.20

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Earnings Per Share (Narrative) (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Aug. 01, 2015	Aug. 02, 2014	Aug. 01, 2015	Aug. 02, 2014
Earnings Per Share [Abstract]
Number of antidilutive securities	0.3	0.6	0.8	0.6

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Assets and Liabilities Held for Sale (Tables)

6 Months Ended

Aug. 01, 2015

Discontinued Operations and Disposal Groups [Abstract]

Summary of Balances of Assets and Liabilities Held for Sale

Other intangible assets is presented net of impairment charges, as further discussed in Note 4:

	August 1, 2015
	(in thousands)
Assets:
Inventories	$	11,282
Other current assets	1,709
Property and equipment, net	565
Other intangible assets, net	50,341
Boston Proper DTC assets	63,897
Loss recognized on Boston Proper DTC assets held for sale	(2,000		)
Total Boston Proper DTC assets held for sale	61,897
Land and other assets held for sale	24,044
Total assets held for sale	$	85,941
Liabilities:
Current liabilities	$	7,297
Total Boston Proper DTC liabilities held for sale	$	7,297

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New Accounting Pronouncements

6 Months Ended

Aug. 01, 2015

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330). The amendments, which apply to inventory that is measured using any method other than the last-in, first-out (LIFO) or retail inventory method, require that entities measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and should be applied on a prospective basis. 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.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which modifies the presentation of debt issuance costs in financial statements. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than the Company's current classification as a deferred asset within Other Assets. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We elected to early adopt this guidance in the second quarter ended August 1, 2015, and have presented the debt issuance costs related to our revolving credit facility as a deferred asset within Other Assets, as is permitted by ASU No. 2015-15, Imputation of Interest, which was issued in August 2015. Such adoption did not have a material impact to our consolidated financial position.

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. In July 2015, the FASB approved a one year deferral of the effective date, to make it effective for annual and interim reporting periods beginning after December 15, 2017. The standard allows for either a full retrospective or a modified retrospective transition method. We are currently assessing the new standard and its potential impact to our consolidated results of operations, financial position and cash flows.

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360). Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's operations and financial results would qualify as discontinued operations. The update also requires expanded disclosures for discontinued operations and requires entities to disclose information about disposals of individually significant components that don't qualify for discontinued operations reporting. ASU 2014-08 was effective prospectively for interim and annual reporting periods beginning after December 15, 2014. We adopted this standard beginning with the first quarter ended May 2, 2015 and have applied this standard to the Boston Proper disposal, as further discussed in Note 3.

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 01, 2015	Aug. 02, 2014	Aug. 01, 2015	Aug. 02, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 2,122	$ 30,126	$ 34,647	$ 70,008
Other comprehensive income (loss):
Unrealized losses on marketable securities, net of taxes	(6)	(24)	(18)	(52)
Foreign currency translation adjustment, net of taxes	331	6	121	(3)
Comprehensive income	$ 2,447	$ 30,108	$ 34,750	$ 69,953

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Share Repurchases

6 Months Ended

Aug. 01, 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 accelerated stock repurchase agreements ("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. The value of the initial shares received on the date of purchase was approximately $187.5 million. In the second quarter of fiscal 2015, Merill Lynch and JP Morgan delivered an additional 3.9 million shares upon completion of the ASR Agreements, valued at approximately $62.5 million.

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. The additional 3.9 million shares delivered resulted in a reduction of the outstanding shares on the date of delivery in the second quarter of fiscal 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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Document And Entity Information - shares	6 Months Ended
	Aug. 01, 2015	Aug. 20, 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	Aug. 01, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		139,289,039

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Subsequent Events

6 Months Ended

Aug. 01, 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 condensed consolidated financial statements.

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014
Current Assets:
Cash and cash equivalents	$ 109,015	$ 133,351	$ 114,387
Marketable securities, at fair value	47,999	126,561	94,276
Inventories	239,043	235,159	238,072
Prepaid expenses and other current assets	68,979	51,088	50,744
Assets held for sale	85,941	16,800	0
Total Current Assets	550,977	562,959	497,479
Property and Equipment, net	563,583	606,147	635,651
Other Assets:
Goodwill	96,774	145,627	171,427
Other intangible assets, net	38,930	109,538	116,017
Other assets, net	15,522	14,310	10,828
Total Other Assets	151,226	269,475	298,272
Total Assets	1,265,786	1,438,581	1,431,402
Current Liabilities:
Accounts payable	148,288	144,534	156,091
Current debt	10,000	0	0
Other current and deferred liabilities	150,433	158,396	140,545
Liabilities held for sale	7,297	0	0
Total Current Liabilities	316,018	302,930	296,636
Noncurrent Liabilities:
Long-term debt	87,186	0	0
Deferred liabilities	138,815	142,371	141,704
Deferred taxes	13,562	49,659	47,441
Total Noncurrent Liabilities	239,563	192,030	189,145
Stockholders’ Equity:
Preferred stock	0	0	0
Common stock	1,394	1,529	1,530
Additional paid-in capital	422,387	407,275	393,031
Treasury stock, at cost	(249,854)	0	0
Retained earnings	535,613	534,255	551,003
Accumulated other comprehensive income	665	562	57
Total Stockholders’ Equity	710,205	943,621	945,621
Total Liabilities and Stockholders' Equity	$ 1,265,786	$ 1,438,581	$ 1,431,402

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Earnings Per Share

6 Months Ended

Aug. 01, 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):

	Twenty-Six Weeks Ended						Thirteen Weeks Ended
	August 1, 2015			August 2, 2014			August 1, 2015			August 2, 2014
Numerator
Net income	$	34,647		$	70,008		$	2,122		$	30,126
Net income and dividends declared allocated to participating securities	(804		)	(1,902		)	(28		)	(842		)
Net income available to common shareholders	$	33,843		$	68,106		$	2,094		$	29,284
Denominator
Weighted average common shares outstanding – basic	140,992			148,584			138,606			148,694
Dilutive effect of non-participating securities	347			543			355			524
Weighted average common and common equivalent shares outstanding – diluted	141,339			149,127			138,961			149,218
Net income per common share:
Basic	$	0.24		$	0.46		$	0.02		$	0.20
Diluted	$	0.24		$	0.46		$	0.02		$	0.20

For the twenty-six weeks ended August 1, 2015 and August 2, 2014, 0.8 million and 0.6 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.

For the thirteen weeks ended August 1, 2015 and August 2, 2014, 0.3 million and 0.6 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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Income Taxes

6 Months Ended

Aug. 01, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The provision for income taxes is based on a current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. Our effective income tax rate may fluctuate from quarter to quarter as a result of a variety of factors, including changes in our assessment of certain tax contingencies, valuation allowances, changes in tax law, outcomes of administrative audits, the impact of discrete items, and the mix of earnings.

For the thirteen weeks ended August 1, 2015 and August 2, 2014 the effective tax rate was (108.1)% and 35.5%, respectively. The income tax benefit for the second quarter of 2015 of $28.2 million and effective tax rate of (108.1)% primarily reflected the tax benefit related to the expected disposition of Boston Proper's stock and the tax benefit of Boston Proper goodwill impairment on the annual effective tax rate.

For the twenty-six weeks ended August 1, 2015 and August 2, 2014, the effective tax rate was (32.5)% and 36.7%, respectively. The income tax benefit for fiscal 2015 of $8.5 million and effective tax rate of (32.5)% primarily reflected the tax benefit related to the expected disposition of Boston Proper's stock and the tax benefit of Boston Proper goodwill impairment on the annual effective tax rate.

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Fair Value Measurements (Tables)

6 Months Ended

Aug. 01, 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 August 1, 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	$	2,332	$	2,332	$	—	$	—
Marketable securities:
U.S. government agencies	17,022		—		17,022		—
Corporate bonds	28,977		—		28,977		—
Commercial paper	2,000		—		2,000		—
Non Current Assets
Deferred compensation plan	9,454		9,454		—		—
Total	$	59,785	$	11,786	$	47,999	$	—
	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 August 2, 2014
Current Assets
Cash equivalents:
Money market accounts	$	2,424	$	2,424	$	—	$	—
Marketable securities:
Municipal securities	25,736		—		25,736		—
U.S. government securities	2,159		2,159		—		—
U.S. government agencies	15,520		—		15,520		—
Corporate bonds	50,861		—		50,861		—
Non Current Assets
Deferred compensation plan	7,560		7,560		—		—
Total	$	104,260	$	12,143	$	92,117	$	—

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Restructuring and Strategic Charges (Tables)

6 Months Ended

Aug. 01, 2015

Restructuring and Related Activities [Abstract]

Summary of Restructuring and Strategic Charges

A summary of the restructuring and strategic charges is presented in the table below:

	Twenty-Six Weeks Ended					Thirteen Weeks Ended
	August 1, 2015			August 2, 2014		August 1, 2015			August 2, 2014
	(in thousands)
Impairment charges	$	20,930		$	—	$	14,978		$	—
Continuing employee-related costs	5,639			—		14			—
Severance charges	1,820			—		186			—
Lease termination charges	2,757			—		1,688			—
Other	(105		)	—		(700		)	—
Total restructuring and strategic charges, pre-tax	$	31,041		$	—	$	16,166		$	—

Summary of Restructuring Liabilities

A roll-forward of the reserve is presented as follows:

	Severance Charges			Lease Termination Charges			Other			Total
	(in thousands)
Beginning Balance, January 31, 2015	$	7,577		$	—		$	486		$	8,063
Charges	1,820			2,757			596			5,173
Payments	(5,564		)	(313		)	(1,082		)	(6,959		)
Ending Balance, August 1, 2015	$	3,833		$	2,444		$	—		$	6,277

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Assets and Liabilities Held for Sale

6 Months Ended

Aug. 01, 2015

Discontinued Operations and Disposal Groups [Abstract]

Assets and Liabilities Held for Sale

Assets and Liabilities Held for Sale

As of August 1, 2015, all assets and liabilities of the Boston Proper DTC business have been recorded as held for sale in the accompanying condensed consolidated balance sheets. All assets held for sale were measured at fair value less costs to sell, resulting in a loss of $2.0 million in the second quarter of 2015, which is reflected in restructuring and strategic charges in the condensed consolidated statements of income.

The following table summarizes the balances of assets and liabilities held for sale as of August 1, 2015. Other intangible assets is presented net of impairment charges, as further discussed in Note 4:

	August 1, 2015
	(in thousands)
Assets:
Inventories	$	11,282
Other current assets	1,709
Property and equipment, net	565
Other intangible assets, net	50,341
Boston Proper DTC assets	63,897
Loss recognized on Boston Proper DTC assets held for sale	(2,000		)
Total Boston Proper DTC assets held for sale	61,897
Land and other assets held for sale	24,044
Total assets held for sale	$	85,941
Liabilities:
Current liabilities	$	7,297
Total Boston Proper DTC liabilities held for sale	$	7,297

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Fair Value Measurements

6 Months Ended

Aug. 01, 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 11 for the fair value of the Company's outstanding debt instruments.

Marketable securities are classified as available-for-sale and as of August 1, 2015 generally consist ofcorporate bonds, U.S. government agencies and commercial paper with $26.9 million of securities with maturity dates within one year or less and $21.1 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. The carrying value of the current assets and liabilities held for sale related to the the Boston Proper DTC business approximate their fair value due to their short-term nature. We estimate the fair value of other assets held for sale using market values for similar assets which would fall within Level 2 of the fair value hierarchy. During the second quarter of fiscal 2015, we recorded $81.6 million in pre-tax impairment charges related to assets measured at fair value on a non-recurring basis, comprised of $48.9 million in Boston Proper goodwill impairment, $18.0 million pre-tax in Boston Proper trade name impairment, $12.7 million in property and equipment impairment charges related to Boston Proper and a $2.0 million loss recognized on Boston Proper DTC assets held for sale.

To assess the fair value of Boston Proper goodwill, we utilized an income approach, which incorporated market assumptions. Inputs used to calculate the fair value based on the income approach primarily included estimated future cash flows for the DTC business, discounted at a rate that approximates a rate that would be used by a market participant. Inputs used to calculate the fair value also incorporated market assumptions and included consideration of multiples of sales and earnings based on guidelines for publicly traded companies and recent transactions.

To assess the fair value of the Boston Proper trade name, we utilized a relief from royalty approach. Inputs used to calculate the fair value of the trade name primarily included future sales projections for the DTC business, discounted at a rate that approximates a rate that would be used by a market participant and estimated royalty rate.

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 August 1, 2015, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of August 1, 2015, January 31, 2015 and August 2, 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 August 1, 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	$	2,332	$	2,332	$	—	$	—
Marketable securities:
U.S. government agencies	17,022		—		17,022		—
Corporate bonds	28,977		—		28,977		—
Commercial paper	2,000		—		2,000		—
Non Current Assets
Deferred compensation plan	9,454		9,454		—		—
Total	$	59,785	$	11,786	$	47,999	$	—
	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 August 2, 2014
Current Assets
Cash equivalents:
Money market accounts	$	2,424	$	2,424	$	—	$	—
Marketable securities:
Municipal securities	25,736		—		25,736		—
U.S. government securities	2,159		2,159		—		—
U.S. government agencies	15,520		—		15,520		—
Corporate bonds	50,861		—		50,861		—
Non Current Assets
Deferred compensation plan	7,560		7,560		—		—
Total	$	104,260	$	12,143	$	92,117	$	—

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Inventories

6 Months Ended

Aug. 01, 2015

Inventory Disclosure [Abstract]

Inventories

Inventories

As of August 1, 2015, in connection with the Plan, Boston Proper DTC inventories of $11.3 million were reclassified to assets held for sale, as further discussed in Note 10. When including inventory related to the Boston Proper DTC business, inventories totaled $250.3 million compared to $238.1 million in last year's second quarter.

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Debt

6 Months Ended

Aug. 01, 2015

Debt Disclosure [Abstract]

Debt

Debt

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 was repaid in the second quarter of 2015. 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. The Agreement contains customary representations, warranties, and affirmative covenants, including the requirement to maintain certain financial ratios. The Company was in compliance with the applicable ratio requirements and other covenants at August 1, 2015.

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 2011 revolving 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.

As of August 1, 2015, $97.2 million in net borrowings were outstanding under the Agreement, and are reflected as $10.0 million in current debt and $87.2 million in long-term debt in the accompanying condensed consolidated balance sheets. As of August 1, 2015, an unamortized debt discount of $0.7 million was outstanding related to the Agreement and is allocated to other assets and long-term debt in the accompanying condensed consolidated balance sheet.

The following table provides details on our debt outstanding as of August 1, 2015, January 31, 2015 and August 2, 2014:

	August 1, 2015			January 31, 2015		August 2, 2014
	(in thousands)
Credit Agreement, net of unamortized debt discount	$	97,186		$	—	$	—
Less: current portion	(10,000		)	—		—
Total long-term debt, net of unamortized debt discount	$	87,186		$	—	$	—

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Aug. 01, 2015	Aug. 02, 2014	Aug. 01, 2015	Aug. 02, 2014
Income Tax Disclosure [Abstract]
Effective tax rate	(108.10%)	35.50%	(32.50%)	36.70%
Income tax benefit	$ 28,200	$ (16,600)	$ 8,500	$ (40,600)

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Stock-Based Compensation (Tables)

6 Months Ended

Aug. 01, 2015

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

Summary of Restricted Stock Activity

Restricted stock award activity for the twenty-six weeks ended August 1, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	3,918,189		$	15.70
Granted	1,262,720		18.14
Vested	(1,316,265	)	16.04
Forfeited	(410,879	)	16.92
Unvested, end of period	3,453,765		16.32

Schedule of Performance-Based Restricted Stock Unit Activity

Performance-based restricted stock unit activity for the twenty-six weeks ended August 1, 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	(213,453	)	15.01
Forfeited	(18,732	)	18.23
Unvested, end of period	508,078		18.23

Summary of Stock Option Activity

Stock option activity for the twenty-six weeks ended August 1, 2015 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,947,928		$	15.16
Granted	—		—
Exercised	(695,461	)	11.46
Forfeited or expired	(110,866	)	29.88
Outstanding and exercisable at August 1, 2015	1,141,601		15.99

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Restructuring and Strategic Charges (Narrative) (Details) $ in Thousands	3 Months Ended			6 Months Ended
	Aug. 01, 2015 USD ($)	Jan. 31, 2015 USD ($)	Aug. 02, 2014 USD ($)	Aug. 01, 2015 USD ($) store_closure	Aug. 02, 2014 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	$ 16,166	$ 16,700	$ 0	$ 31,041	$ 0
Pretax losses	(26,078)		46,726	$ 26,147	110,608
Number of stores across brands that have closed | store_closure				20
Number of additional stores to close in remainder of fiscal year | store_closure				53
Reserve related to restructuring and strategic activities	6,277	8,063		$ 6,277
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Number of under-performing stores to close | store_closure				160
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Number of under-performing stores to close | store_closure				165
Property and equipment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges				$ 20,900
Continuing employee-related costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	14		0	5,639	0
Severance charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	186		0	1,820	0
Reserve related to restructuring and strategic activities	3,833	7,577		3,833
Lease termination charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	1,688		0	2,757	0
Additional lease termination expenses expected	9,400			9,400
Reserve related to restructuring and strategic activities	2,444	$ 0		2,444
Boston Proper [Member]
Restructuring Cost and Reserve [Line Items]
Pretax losses	1,400		$ 900	4,400	$ 2,600
Loss recognized on assets held for sale				$ 2,000
Boston Proper [Member] | Property and equipment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges	$ 12,700

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Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands	6 Months Ended
	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014
Assets:
Total assets held for sale	$ 85,941	$ 16,800	$ 0
Land and other assets held for sale	24,044
Liabilities:
Total Boston Proper DTC liabilities held for sale	7,297	$ 0	$ 0
Boston Proper [Member]
Assets:
Inventories	11,282
Other current assets	1,709
Property and equipment, net	565
Other intangible assets, net	50,341
Boston Proper DTC assets	63,897
Loss recognized on Boston Proper DTC assets held for sale	(2,000)
Total assets held for sale	61,897
Liabilities:
Total Boston Proper DTC liabilities held for sale	$ 7,297

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Aug. 01, 2015	Aug. 02, 2014
Cash Flows From Operating Activities:
Net income	$ 34,647	$ 70,008
Adjustments to reconcile net income to net cash provided by operating activities —
Goodwill and trade name impairment charges, pre-tax	66,941	0
Depreciation and amortization	61,672	60,373
Loss on disposal and impairment of property and equipment	21,603	209
Deferred tax benefit	(39,881)	(4,443)
Stock-based compensation expense	13,657	12,684
Excess tax benefit from stock-based compensation	(2,170)	(1,196)
Deferred rent and lease credits	(9,219)	(9,221)
Changes in assets and liabilities:
Inventories	(15,165)	73
Prepaid expenses and other assets	(19,212)	(1,645)
Accounts payable	(3,045)	13,346
Accrued and other liabilities	2,254	12,952
Net cash provided by operating activities	112,082	153,140
Cash Flows From Investing Activities:
Purchases of marketable securities	(29,460)	(42,700)
Proceeds from sale of marketable securities	107,994	64,407
Purchases of property and equipment, net	(42,836)	(62,966)
Net cash provided by (used in) investing activities	35,698	(41,259)
Cash Flows From Financing Activities:
Proceeds from borrowings	124,000	0
Payments on borrowings	26,500	0
Proceeds from issuance of common stock	9,087	4,297
Excess tax benefit from stock-based compensation	2,170	1,196
Dividends paid	(22,160)	(22,901)
Repurchase of common stock	(258,834)	(16,527)
Net cash used in financing activities	(172,237)	(33,935)
Effects of exchange rate changes on cash and cash equivalents	121	(3)
Net (decrease) increase in cash and cash equivalents	(24,336)	77,943
Cash and Cash Equivalents, Beginning of period	133,351	36,444
Cash and Cash Equivalents, End of period	109,015	114,387
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	1,570	151
Cash paid for income taxes, net	$ 45,285	$ 36,812

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Stock-Based Compensation

6 Months Ended

Aug. 01, 2015

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

Stock-Based Compensation

Stock-Based Compensation

For the twenty-six weeks ended August 1, 2015 and August 2, 2014, stock-based compensation expense was $13.7 million and $12.7 million, respectively. As of August 1, 2015, approximately 6.8 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 twenty-six weeks ended August 1, 2015 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	3,918,189		$	15.70
Granted	1,262,720		18.14
Vested	(1,316,265	)	16.04
Forfeited	(410,879	)	16.92
Unvested, end of period	3,453,765		16.32

Performance-based Restricted Stock Units

For the twenty-six weeks ended August 1, 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 twenty-six weeks ended August 1, 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	(213,453	)	15.01
Forfeited	(18,732	)	18.23
Unvested, end of period	508,078		18.23

Stock Option Awards

For the twenty-six weeks ended August 1, 2015 and August 2, 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 twenty-six weeks ended August 1, 2015 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,947,928		$	15.16
Granted	—		—
Exercised	(695,461	)	11.46
Forfeited or expired	(110,866	)	29.88
Outstanding and exercisable at August 1, 2015	1,141,601		15.99

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Restructuring and Strategic Charges (Summary of Charges) (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014	Aug. 01, 2015	Aug. 02, 2014
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	$ 16,166	$ 16,700	$ 0	$ 31,041	$ 0
Impairment charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	14,978		0	20,930	0
Continuing employee-related costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	14		0	5,639	0
Severance charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	186		0	1,820	0
Lease termination charges [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	1,688		0	2,757	0
Other [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	$ (700)		$ 0	$ (105)	$ 0

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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	Aug. 01, 2015	Jan. 31, 2015	Aug. 02, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	$ 9,454	$ 8,461	$ 7,560
Total	59,785	135,360	104,260
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	9,454	8,461	7,560
Total	11,786	10,201	12,143
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	47,999	125,159	92,117
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
U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	17,022	26,299	15,520
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	17,022	26,299	15,520
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	28,977	79,202	50,861
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	28,977	79,202	50,861
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	2,000	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	2,000	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
Municipal Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		16,663	25,736
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
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		16,663	25,736
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
U.S. Government Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities		1,402	2,159
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	2,159
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
Money Market Accounts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	2,332	338	2,424
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	2,332	338	2,424
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

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Goodwill and Trade Name Impairment Charges (Tables)

6 Months Ended

Aug. 01, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill

The following table provides changes in the carrying amount of Boston Proper goodwill:

	August 1, 2015
	(in thousands)
Gross carrying amount	$	141,919
Cumulative impairment, January 31, 2015	(93,066		)
Impairment charges	(48,853		)
Cumulative impairment, August 1, 2015	(141,919		)
Net carrying amount	$	—