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:
July 30, 2016	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 15, 2016, the registrant had 132,033,005 shares of Common Stock, $0.01 par value per share, outstanding.

1

CHICO’S FAS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I – Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Income for the Thirteen Weeks and Twenty-Six Weeks Ended July 30, 2016 (Unaudited) and August 1, 2015 (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income for the Thirteen and Twenty-Six Weeks Ended July 30, 2016 (Unaudited) and August 1, 2015 (Unaudited)	4
	Condensed Consolidated Balance Sheets –July 30, 2016 (Unaudited), January 30, 2016 (Unaudited) and August 1, 2015 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended July 30, 2016 (Unaudited ) and August 1, 2015 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
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	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6.	Exhibits	29
Signatures		30

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	Thirteen Weeks Ended										Twenty-Six Weeks Ended
	July 30, 2016					August 1, 2015					July 30, 2016					August 1, 2015
						(as adjusted)										(as adjusted)
	Amount			% of Sales		Amount			% of Sales		Amount			% of Sales		Amount			% of Sales
Net sales	$	635,732		100.0		$	685,826		100.0		$	1,278,709		100.0		$	1,383,592		100.0
Cost of goods sold	394,922			62.1		421,125			61.4		775,564			60.7		823,273			59.5
Gross margin	240,810			37.9		264,701			38.6		503,145			39.3		560,319			40.5
Selling, general and administrative expenses	186,626			29.4		207,170			30.2		394,767			30.9		435,235			31.5
Goodwill and intangible impairment charges	—			0.0		66,941			9.8		—			0.0		66,941			4.8
Restructuring and strategic charges	16,556			2.6		16,166			2.3		20,207			1.5		31,041			2.2
Income (loss) from operations	37,628			5.9		(25,576		)	(3.7	)	88,171			6.9		27,102			2.0
Interest expense, net	(489		)	(0.1	)	(502		)	(0.1	)	(948		)	(0.1	)	(955		)	(0.1	)
Income (loss) before income taxes	37,139			5.8		(26,078		)	(3.8	)	87,223			6.8		26,147			1.9
Income tax provision (benefit)	14,100			2.2		(28,200		)	(4.1	)	33,100			2.6		(8,500		)	(0.6	)
Net income	$	23,039		3.6		$	2,122		0.3		$	54,123		4.2		$	34,647		2.5
Per share data:
Net income per common share-basic	$	0.17				$	0.02				$	0.41				$	0.24
Net income per common and common equivalent share–diluted	$	0.17				$	0.02				$	0.41				$	0.24
Weighted average common shares outstanding–basic	129,215					138,606					130,406					140,992
Weighted average common and common equivalent shares outstanding–diluted	129,362					138,961					130,516					141,339
Dividends declared per share	$	0.0800				$	0.0775				$	0.2400				$	0.2325

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

3

CHICO’S FAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Thirteen Weeks Ended					Twenty-Six Weeks Ended
	July 30, 2016		August 1, 2015			July 30, 2016			August 1, 2015
Net income	$	23,039	$	2,122		$	54,123		$	34,647
Other comprehensive income (loss):
Unrealized gains (losses) on marketable securities, net of taxes	6		(6		)	39			(18		)
Foreign currency translation gains (losses), net of taxes	4		331			(27		)	121
Comprehensive income	$	23,049	$	2,447		$	54,135		$	34,750

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)

	July 30, 2016			January 30, 2016			August 1, 2015
ASSETS
Current Assets:
Cash and cash equivalents	$	100,532		$	89,951		$	109,015
Marketable securities, at fair value	50,612			50,194			47,999
Inventories	235,636			233,834			239,043
Prepaid expenses and other current assets	43,135			45,660			50,190
Income tax receivable	3,070			29,157			11,482
Assets held for sale	18,667			16,525			85,941
Total Current Assets	451,652			465,321			543,670
Property and Equipment, net	515,088			550,953			563,583
Other Assets:
Goodwill	96,774			96,774			96,774
Other intangible assets, net	38,930			38,930			38,930
Other assets, net	18,989			14,074			22,829
Total Other Assets	154,693			149,778			158,533
	$	1,121,433		$	1,166,052		$	1,265,786
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	136,761		$	129,343		$	148,288
Current debt	10,000			10,000			10,000
Other current and deferred liabilities	151,823			158,788			150,433
Liabilities held for sale	—			—			7,297
Total Current Liabilities	298,584			298,131			316,018
Noncurrent Liabilities:
Long-term debt	77,252			82,219			87,186
Deferred liabilities	126,377			130,743			138,815
Deferred taxes	9,377			15,171			13,562
Total Noncurrent Liabilities	213,006			228,133			239,563
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock	—			—			—
Common stock	1,320			1,355			1,394
Additional paid-in capital	440,038			435,881			422,387
Treasury stock, at cost	(346,062		)	(289,813		)	(249,854		)
Retained earnings	514,495			492,325			535,613
Accumulated other comprehensive income	52			40			665
Total Stockholders’ Equity	609,843			639,788			710,205
	$	1,121,433		$	1,166,052		$	1,265,786

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
	July 30, 2016			August 1, 2015
Cash Flows From Operating Activities:
Net income	$	54,123		$	34,647
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and intangible impairment charges, pre-tax	—			66,941
Depreciation and amortization	55,445			61,672
Loss on disposal and impairment of property and equipment	3,542			21,603
Deferred tax benefit	(7,492		)	(39,881		)
Stock-based compensation expense	9,623			13,657
Excess tax benefit from stock-based compensation	(220		)	(2,170		)
Deferred rent and lease credits	(9,523		)	(9,219		)
Changes in assets and liabilities:
Inventories	(1,802		)	(15,165		)
Prepaid expenses and accounts receivable	(3,379		)	(8,325		)
Income tax receivable	26,087			(10,887		)
Accounts payable	(3,130		)	(3,045		)
Accrued and other liabilities	(1,588		)	2,254
Net cash provided by operating activities	121,686			112,082
Cash Flows From Investing Activities:
Purchases of marketable securities	(28,708		)	(29,460		)
Proceeds from sale of marketable securities	28,334			107,994
Purchases of property and equipment, net	(25,231		)	(42,836		)
Net cash (used in) provided by investing activities	(25,605		)	35,698
Cash Flows From Financing Activities:
Proceeds from borrowings	—			124,000
Payments on borrowings	(5,000		)	(26,500		)
Proceeds from issuance of common stock	1,272			9,087
Excess tax benefit from stock-based compensation	220			2,170
Dividends paid	(21,405		)	(22,160		)
Repurchase of common stock	(60,560		)	(258,834		)
Net cash used in financing activities	(85,473		)	(172,237		)
Effects of exchange rate changes on cash and cash equivalents	(27		)	121
Net increase (decrease) in cash and cash equivalents	10,581			(24,336		)
Cash and Cash Equivalents, Beginning of period	89,951			133,351
Cash and Cash Equivalents, End of period	$	100,532		$	109,015
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	1,101		$	1,570
Cash paid for income taxes, net	$	15,507		$	45,285

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

July 30, 2016

(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 30, 2016, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 8, 2016.

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 and twenty-six weeks ended July 30, 2016 are not necessarily indicative of the results that may be expected for the entire year.

Reclassifications

Reclassifications of certain prior year balances were made in order to conform to the current year presentation.

Change in Accounting Policy

Effective January 31, 2016, the Company made a voluntary change in accounting principle related to our classification of shipping expenses. Historically, we have presented shipping expenses within selling, general and administrative expenses ("SG&A"). Under the new policy, the Company is presenting these expenses within cost of good sold ("COGS") in the unaudited Condensed Consolidated Statements of Income. The Company believes that this change is preferable as the shipping expenses represent direct costs associated with the sale of our merchandise and improves comparability with the Company's peers. The accounting policy change was applied retrospectively to all periods presented. There was no change to consolidated net income, however, cost of sales increased by $9.5 million and SG&A decreased by the same amount for the thirteen weeks ended August 1, 2015. The Company recorded $8.5 million in shipping expense as a component of COGS during the thirteen weeks ended July 30, 2016. For the year-to-date period ended August 1, 2015, cost of sales increased by $18.8 million and SG&A decreased by the same amount. The Company recorded $16.8 million in shipping expense as a component of COGS during the twenty-six weeks ended July 30, 2016.

Reclassification of Occupancy Expenses and Correction of Immaterial Accounting Error

The Company has changed its classification of store occupancy expenses. Historically, we have presented store occupancy expenses within SG&A. As now reclassified, the Company is presenting these expenses within COGS in the unaudited Condensed Consolidated Statements of Income. The Company believes that the store occupancy expenses represent direct costs associated with the sale of our merchandise and improves comparability with the Company’s peers. This reclassification was applied retrospectively to all periods presented. There was no change to consolidated net income, however, cost of sales increased by $97.3 million and SG&A decreased by the same amount for the thirteen weeks ended August 1, 2015. The Company recorded $96.1 million in store occupancy expenses as a component of COGS during the thirteen weeks ended July 30, 2016. For the year-to-date period ended August 1, 2015, cost of sales increased by $192.5 million and SG&A decreased by the same amount. The Company recorded $191.9 million in store occupancy expenses as a component of COGS during the twenty-six weeks ended July 30, 2016.

The Company has also elected to correct the historical classification of shipping revenue within SG&A. To correct the immaterial error, we are classifying shipping revenue as a component of net sales within the unaudited Condensed Consolidated Statements of Income for all periods presented. There was no change to consolidated net income, however, net sales increased by $5.5 million and SG&A increased by the same amount for the thirteen weeks ended August 1, 2015. The Company recorded $3.7 million in shipping revenue as a component of net sales during the thirteen weeks ended July 30, 2016. For the year-to-date period ended August 1, 2015, net sales increased by $9.9 million and SG&A increased by the same amount. The Company recorded $6.7 million in shipping revenue as a component of net sales during the twenty-six weeks ended July 30, 2016.

7

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

Adjustments to Presentation

The above mentioned changes had no cumulative effect on the presentation of the unaudited Condensed Consolidated Statements of Income, Condensed Consolidated Balance Sheets, or Condensed Consolidated Statements of Cash Flows. The effects of the aforementioned accounting policy change, change in classification and error correction to the August 1, 2015 unaudited Condensed Consolidated Statement of Income are as follows (dollars in thousands):

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Thirteen weeks ended August 1, 2015:
Net sales	$	680,351	100.0	$	—		$	—		$	5,475	$	685,826	100.0
Cost of goods sold	314,383		46.2	9,484			97,258			—		421,125		61.4
Gross Margin	365,968		53.8	(9,484		)	(97,258		)	5,475		264,701		38.6
Selling, general and administrative expenses	308,437		45.3	(9,484		)	(97,258		)	5,475		207,170		30.2

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Twenty-six weeks ended August 1, 2015:
Net sales	$	1,373,690	100.0	$	—		$	—		$	9,902	$	1,383,592	100.0
Cost of goods sold	611,952		44.5	18,825			192,496			—		823,273		59.5
Gross Margin	761,738		55.5	(18,825		)	(192,496		)	9,902		560,319		40.5
Selling, general and administrative expenses	636,654		46.3	(18,825		)	(192,496		)	9,902		435,235		31.5

Footnotes to the unaudited Condensed Consolidated Financial Statements herein have been adjusted to reflect the impact of these changes accordingly.

Note 2. New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, Compensation - Stock Compensation. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. ASU 2016-09 requires entities to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The standard also permits an employer to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. This standard will be effective and adopted for our first quarter 2017. We are currently assessing the new standard and its impact to our consolidated results of operations, financial position and cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which replaces the existing guidance in Accounting Standard Codification 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize straight-line total rent expense. We are currently assessing the new standard and its impact to our consolidated results of operations, financial position and cash flows.

8

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, under which entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify as available for sale in other comprehensive income but instead recognize the change in fair value in net income. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. We are currently assessing the new standard, but do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which modifies the presentation of noncurrent and current deferred taxes. ASU 2015-17 requires that all deferred tax assets and liabilities be classified as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We early adopted this standard in the fourth quarter of 2015, with retrospective presentation, as shown in our consolidated balance sheets. Our retrospective presentation resulted in a $7.3 million reclassification from current assets to other assets, net for the period ending August 1, 2015.

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 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 August 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. The FASB has issued subsequent ASUs related to ASU No. 2014-09, which detail amendments to the ASU, implementation considerations, narrow-scope improvements and practical expedients. We are currently assessing the new standard and all related ASUs and its impact to our consolidated results of operations, financial position and cash flows.

Note 3. Restructuring and Strategic Charges

During the fourth quarter of fiscal 2014, we initiated a restructuring program, including the acceleration of domestic store closures and an organizational realignment, to ensure that resources align with long-term growth initiatives, including omni-channel. In fiscal 2015, in connection with the restructuring program, we completed an evaluation of the Boston Proper brand, completed the sale of the Boston Proper direct-to-consumer business, and closed its stores. 

During the first quarter of fiscal 2016, we announced an expansion of our restructuring program to further align the organizational structure with long-term growth initiatives, including transition of executive leadership, and to reduce COGS and SG&A through strategic initiatives. These strategic initiatives include realigning marketing and digital commerce, improving supply chain efficiency, and reducing non-merchandise and marketing expenses. The Company recorded pre-tax restructuring and strategic charges of $3.6 million and $16.6 million in the first and second quarters, respectively. These charges primarily related to severance, proxy solicitation costs and consulting fees.

In connection with the restructuring program, we evaluated our domestic store portfolio and identified approximately 175 stores for closure, with 82 stores across our brands, including 20 Boston Proper stores, closed through the second quarter of fiscal 2016.As a result, we expect to incur additional cash charges related to lease termination expenses of approximately $1.7 million through fiscal 2017 related to these future closures.

9

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

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

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015			July 30, 2016		August 1, 2015
	(in thousands)
Impairment charges	$	1,453		$	14,978		$	1,453	$	20,930
Continuing employee-related costs	—			14			1,015		5,639
Severance charges	8,236			186			9,420		1,820
Proxy solicitation costs	4,524			—			5,589		—
Lease termination charges	127			1,688			348		2,757
Consulting fees	2,234			—			2,234		—
Other charges	(18		)	(700		)	148		(105		)
Total restructuring and strategic charges, pre-tax	$	16,556		$	16,166		$	20,207	$	31,041

As of July 30, 2016, a reserve of $17.2 million related to restructuring and strategic activities 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:

	Continuing employee-related costs			Severance Charges			Proxy Solicitation Costs			Lease Termination Charges			Consulting Fees			Other charges			Total
	(in thousands)
Beginning Balance, January 30, 2016	$	2,549		$	1,678		$	—		$	1,101		$	9		$	—		$	5,337
Charges	1,015			9,420			5,589			348			2,234			148			18,754
Payments	(3,001		)	(1,806		)	(1,056		)	(463		)	(424		)	(130		)	(6,880		)
Ending Balance, July 30, 2016	$	563		$	9,292		$	4,533		$	986		$	1,819		$	18		$	17,211

Note 4. Stock-Based Compensation

For the twenty-six weeks ended July 30, 2016 and August 1, 2015, stock-based compensation expense was $9.6 million and $13.7 million, respectively. As of July 30, 2016, approximately 5.3 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 July 30, 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,585,392		$	16.60
Granted	1,648,110		12.37
Vested	(906,050	)	17.16
Forfeited	(415,285	)	15.56
Unvested, end of period	2,912,167		14.18

10

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

Performance-based Stock Units

For the twenty-six weeks ended July 30, 2016, we granted performance-based restricted stock units (“PSUs”), contingent upon the achievement of a Company-specific performance goal during fiscal 2016. 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 July 30, 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	469,898		$	18.23
Granted	733,360		12.55
Vested	(214,465	)	18.23
Forfeited (1)	(247,537	)	15.79
Unvested, end of period	741,256		13.43

⁽¹⁾ The performance goal for the PSUs granted in 2015 was not fully met. Forfeitures for the twenty-six weeks ended July 30, 2016 include the portion of the fiscal 2015 PSUs that were not earned.

Stock Option Awards

For the twenty-six weeks ended July 30, 2016 and August 1, 2015, we did not grant any stock options.

Stock option activity for the twenty-six weeks ended July 30, 2016 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,060,774		$	15.17
Granted	—		—
Exercised	(23,100	)	4.76
Forfeited or expired	(125,219	)	26.18
Outstanding and exercisable at July 30, 2016	912,455		13.93

Note 5. 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 July 30, 2016 and August 1, 2015, the effective tax rate was 38.0% and (108.1)%, respectively. For the thirteen weeks ended July 30, 2016, the income tax provision was $14.1 million. 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 disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment on the annual effective tax rate.

For the twenty-six weeks ended July 30, 2016 and August 1, 2015, the effective tax rate was 37.9% and (32.5)%, respectively. The income tax provision for fiscal 2016 of $33.1 million and effective tax rate of 37.9% primarily reflected the pre-tax net income during the period while the fiscal 2015 benefit primarily reflected the tax benefit related to the disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment on the annual effective tax rate.

11

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

Note 6. 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 when 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 operations (in thousands, except per share amounts):

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015			July 30, 2016			August 1, 2015
Numerator
Net income	$	23,039		$	2,122		$	54,123		$	34,647
Net income and dividends declared allocated to participating securities	(506		)	(28		)	(1,155		)	(804		)
Net income available to common shareholders	$	22,533		$	2,094		$	52,968		$	33,843
Denominator
Weighted average common shares outstanding – basic	129,215			138,606			130,406			140,992
Dilutive effect of non-participating securities	147			355			110			347
Weighted average common and common equivalent shares outstanding – diluted	129,362			138,961			130,516			141,339
Net income per common share:
Basic	$	0.17		$	0.02		$	0.41		$	0.24
Diluted	$	0.17		$	0.02		$	0.41		$	0.24

For the thirteen weeks weeks ended July 30, 2016 and August 1, 2015, 0.8 million and 0.3 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 twenty-six weeks ended July 30, 2016 and August 1, 2015, 0.9 million and 0.8 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 7. 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.

Marketable securities are classified as available-for-sale and as of July 30, 2016 generally consist ofcorporate bonds, U.S. government agencies and commercial paper with $31.5 million of securities with maturity dates within one year or less and $19.1 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.

12

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

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

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

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

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

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

To assess the fair value of long-term debt, we utilize a discounted future cash flow model using current borrowing rates for similar types of debt of comparable maturities.

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 July 30, 2016, we did not make any transfers between Level 1 and Level 2 financial instruments. Furthermore, as of July 30, 2016, January 30, 2016 and August 1, 2015, we did not have any Level 3 financial instruments. 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.

13

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

In accordance with the provisions of the guidance, we categorized our financial instruments, 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 July 30, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	110	$	110	$	—	$	—
Marketable securities:
Municipal securities	1,537		—		1,537		—
U.S. government agencies	23,928		—		23,928		—
Corporate bonds	21,672		—		21,672		—
Commercial paper	3,475		—		3,475		—
Non Current Assets
Deferred compensation plan	8,401		8,401		—		—
Total	$	59,123	$	8,511	$	50,612	$	—
Financial Liabilities:
Long-term debt1	$	87,252	$	—	$	87,677	$	—
	Balance as of January 30, 2016
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	275	$	275	$	—	$	—
Marketable securities:
U.S. government agencies	21,800		—		21,800		—
Corporate bonds	26,149		—		26,149		—
Commercial paper	2,245		—		2,245		—
Non Current Assets
Deferred compensation plan	7,023		7,023		—		—
Total	$	57,492	$	7,298	$	50,194	$	—
Financial Liabilities:
Long-term debt	$	92,219	$	—	$	92,647	$	—
	Balance as of August 1, 2015
Financial Assets:
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	$	—
Financial Liabilities:
Long-term debt	97,186		—		124,000		—

¹ The carrying value of long-term debt includes the remaining unamortized discount of $0.2 million on the issuance of debt.

14

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

Note 8. Debt

In fiscal 2015, we entered into a credit agreement (the "Agreement) providing for a term loan of $100.0 million and a revolving credit facility of $100.0 million. The term loan and revolving credit facility mature on May 4, 2020 and 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 July 30, 2016. As of July 30, 2016, we had total available borrowing capacity of $100.0 million under our revolving credit facility.

The following table provides details on our debt outstanding as of July 30, 2016, January 30, 2016 and August 1, 2015:

	July 30, 2016			January 30, 2016			August 1, 2015
	(in thousands)
Credit Agreement, net	$	87,252		$	92,219		$	97,186
Less: current portion	(10,000		)	(10,000		)	(10,000		)
Total long-term debt	$	77,252		$	82,219		$	87,186

Note 9. Share Repurchases

During the twenty-six weeks ended July 30, 2016, we repurchased 4.9 million shares, under our share repurchase program announced in November 2015 at a total cost of approximately $56.3 million. As of July 30, 2016, the Company has $203.7 million remaining under the share repurchase program. However, we have no continuing obligation to repurchase shares under this authorization, and the timing, actual number and value of any additional shares to be purchased will depend on the performance of our stock price, market conditions and other considerations.

Note 10. Commitments and Contingencies

In June 2015, the Company was named as a defendant in Ackerman v. Chico’s FAS, Inc., a putative representative Private Attorney General action filed in the Superior Court of California, County of Los Angeles. The Complaint alleges numerous violations of California law related to wages, meal periods, rest periods, wage statements, and failure to reimburse business expenses, among other things. Plaintiff subsequently amended her complaint to make the same allegations on a class action basis. In June 2016, the parties submitted a proposed settlement of the matter to the court, and the court granted preliminary approval on August 26, 2016. If finally approved, the settlement will not have a material adverse effect on the Company’s consolidated financial condition or results of operations.

In March 2016, the Company was named as a defendant in Cunningham v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of San Diego. Plaintiff seeks to represent current and former nonexempt employees of Soma Intimates in California. The Complaint alleges many of the same Labor Code violations as Ackerman, described above. The court has stayed the Cunningham case pending final approval of the Ackerman settlement in light of the fact that Ackerman was first filed and likely covers all of the claims that are alleged in Cunningham. As a result, at this time, the Company does not expect that the Cunningham case will have a material adverse effect on the Company’s consolidated financial condition or results of operations.

In June 2016, the Company was named as a defendant in Rodems v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of Fresno. Plaintiff seeks to represent current and former nonexempt employees of Chico’s stores in California. The Complaint alleges many of the same Labor Code violations as Ackerman, described above. The court has stayed the matter pending final approval of the Ackerman settlement for the same reasons described in the Cunningham case discussion above. As a result, at this time, the Company does not expect that the Rodems case will 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 Altman v. White House Black Market, Inc., a putative class action filed in the United States District Court for the Northern District of Georgia. 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. Its motion to dismiss was denied on July 13, 2016, but the Company continues to believe that the case is without merit and is not appropriate for class treatment. It​ intends to vigorously defend the matter. At this time however, it is not possible to predict whether the proceeding will be

15

Chico’s FAS, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

July 30, 2016

(Unaudited)

permitted to proceed as a class or the size of the putative class, and no assurance can be given that the Company will be successful in its defense on the merits or otherwise. Because the case is still in the early stages and class determinations have not been made, the Company is unable to estimate any potential loss or range of loss.

On July 28, 2016, the Company was named as a defendant in Calleros v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of Santa Barbara. Plaintiff alleges that the Company failed to comply with California law requiring it to provide consumers cash for gift cards with a stored value of less than $10.00. The Company is reviewing the factual allegations in the Complaint and is not yet able to ascertain the merit or the value of the claims asserted. On initial review, the Company believes that the matter is not appropriate for class treatment; however, it is not possible to predict whether it will be permitted to proceed as a class or the size of the putative class, and no assurance can be given that the Company will be successful in its defense of this action on the merits or otherwise. Because the case is in the very early stage and class determinations have not been made, the Company is unable to estimate any potential loss or range of loss.

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 July 30, 2016 are not estimable. 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.

Note 11. Subsequent Events

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

16

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 2015 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 (“WHBM”) and Soma 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 limited to 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. As a result, we track total sales and comparable sales on a combined basis.

Net sales for the second quarter of fiscal 2016 were $635.7 million compared to $685.8 million in last year's second quarter. This decrease of 7.3% included $26.3 million related to Boston Proper and reflected a 3.1%decrease in comparable sales and closed stores. The 3.1%decrease in comparable sales for the second quarter was following a 0.5%increase in last year’s second quarter, reflecting a decrease in transaction count and slightly lower average dollar sale.

We reported net income for the second quarter of fiscal 2016 of $23.0 million, or $0.17 per diluted share, compared to net income of $2.1 million, or $0.02 per diluted share, in last year’s second quarter. Results for the second quarter of fiscal 2016 include the impact of restructuring and strategic charges of $10.3 million after-tax, or $0.08 per diluted share, primarily consisting of severance, proxy solicitation costs, and consulting fees. 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 of $10.1 million after-tax, or $0.07 per diluted share, primarily related to property and equipment impairment charges for the Boston Proper stores, a tax benefit related to the expected disposition of Boston Proper's stock of $23.8 million, or $0.17 per diluted share, and the operating loss related to Boston Proper of $2.0 million, or $0.01 per diluted share.

Net sales for the year-to-date period of fiscal 2016 were $1.279 billion, a decrease of 7.6% compared to $1.384 billion in last year’s year-to-date period. Net income for the year-to-date period of fiscal 2016 was $54.1 million, or $0.41 per diluted share, compared to net income of $34.6 million, or $0.24 per diluted share, in last year's year-to-date period. Results for the year-to-date period of fiscal 2016 include the impact of restructuring and strategic charges of $12.5 million after-tax, or $0.09 per diluted share, primarily consisting of severance, proxy solicitation costs, and consulting fees. 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 of $19.3 million after-tax, or $0.13 per diluted share, primarily related to property and equipment impairment charges, employee-related costs and lease termination charges, a tax benefit related to the disposition of Boston Proper's stock of $23.8 million, or $0.17 per diluted share, and the operating loss related to Boston Proper of $4.7 million, or $0.04 per diluted share.

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.We are focused on increasing the sales volume and profitability of our existing brands through our four focus areas: (1) evolving the customer experience, (2) strengthening our brands' positions, (3) leveraging actionable retail science, and (4) sharpening our financial principles. Over the long term, we may build our brand portfolio by organic development or acquisition of other specialty retail concepts if research indicates that the opportunity complements our current brands and is appropriate and in the best interest of the shareholders.

We pursue the growth of the brands in our portfolio by building our omni-channel capabilities, which includes managing our store base and our growing online presence, executing marketing plans, effectively leveraging expenses and optimizing the potential of each of our three brands. We have invested heavily in our omni-channel capabilities in order to allow customers to fully experience our brands, and not just a channel within our brands. In essence, we view our various sales channels as a single, integrated process rather than as separate sales channels operating independently. To that end, we often refer to our brands' respective websites as "our largest store" within the brand.

17

Under this integrated, omni-channel approach, we encourage our customers to take advantage of each of our sales channels in whatever way best fits their needs. Customers may shop our products through one channel and consummate the purchase through a different channel. Our domestic customers have the option of returning merchandise to a store or to our distribution center, regardless of the channel used for purchase. We believe this omni-channel approach meets our customers’ expectations, enhances the customer experience, contributes to the overall success of our brands, reflects that our customers do not differentiate between channels, and is consistent with how we plan and manage our business. As a result, we maintain a shared inventory platform for our operations, allowing us to fulfill orders for all channels from our distribution center in Winder, Georgia. We also fulfill in-store orders directly from other stores or our distribution center and offer domestic online and catalog customers the option of returning items to our stores.

We seek to acquire and retain omni-channel customers by leveraging existing customer-specific data and through targeted marketing, including e-marketing, television, catalogs and mailers. We seek to optimize the potential of our brands with improved product offerings, which includes potential new merchandise opportunities and brand extensions that complement the current offerings, as well as our continued emphasis on our “Most Amazing Personal Service” standard.

In 2016, we announced new initiatives to realign marketing and digital commerce, improve supply chain efficiency, and reduce non-merchandise and marketing expenses. Actions taken as part of these initiatives are expected to reduce expenses and complexity, standardize processes and improve the Company's ability to respond in real-time to changes in customer demand for merchandise. Additionally, the Company announced an organizational redesign, which clarified roles, responsibilities and processes across our brands and shared service center.

18

RESULTS OF OPERATIONS

Thirteen Weeks Ended July 30, 2016 Compared to the Thirteen Weeks Ended August 1, 2015

Net Sales

The following table depicts net sales by Chico’s, WHBM, Soma and Boston Proper in dollars and as a percentage of total net sales for the thirteen weeks ended July 30, 2016 and August 1, 2015:

	Thirteen Weeks Ended
	July 30, 2016				August 1, 2015
	(dollars in thousands)
Chico's	$	334,160	52.6	%	$	355,417	51.8	%
WHBM	208,038		32.7		213,275		31.1
Soma	93,534		14.7		90,831		13.2
Boston Proper	—		—		26,303		3.9
Total net sales	$	635,732	100.0	%	$	685,826	100.0	%

Net sales for the second quarter decreased to $635.7 million from $685.8 million in last year’s second quarter. This 7.3% decrease includes $26.3 million related to Boston Proper in last year’s second quarter and primarily reflects a 3.1%decrease in comparable sales and closed stores. Net sales reflects 31 net store closures, including 20 Boston Proper store closures, or a 1.4% net decrease in selling square footage since last year's second quarter. The 3.1%decrease in comparable sales for the second quarter followed a 0.5%increase in last year’s second quarter, and reflected reduced transaction count and slightly lower average dollar sale.

The following table depicts comparable sales percentages by Chico's, WHBM and Soma for the thirteen weeks ended July 30, 2016 and August 1, 2015:

	Thirteen Weeks Ended
	July 30, 2016		August 1, 2015
Chico's	(5.1	)%	0.9	%
WHBM	(1.3	)%	(1.9	)%
Soma	0.7	%	5.1	%
Total Company	(3.1	)%	0.5	%

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 July 30, 2016 and August 1, 2015:

	Thirteen Weeks Ended
	July 30, 2016			August 1, 2015
	(dollars in thousands)
Cost of goods sold	$	394,922		$	421,125
Gross margin	$	240,810		$	264,701
Gross margin percentage	37.9		%	38.6		%

For the second quarter of fiscal 2016, gross margin was $240.8 million, or 37.9%, compared to $264.7 million, or 38.6%, in last year’s second quarter. When excluding Boston Proper from fiscal 2015, gross margin decreased 80 basis points in fiscal 2016 compared to gross margin of $255.3 million, or 38.7% last year. This decrease in gross margin rate primarily reflects sales deleverage of occupancy costs partially offset by a slight increase in merchandise margin rate.

19

Selling, General and Administrative Expenses

The following table depicts SG&A, which includes 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 July 30, 2016 and August 1, 2015:

	Thirteen Weeks Ended
	July 30, 2016			August 1, 2015
	(dollars in thousands)
Selling, general and administrative expenses	$	186,626		$	207,170
Percentage of total net sales	29.4		%	30.2		%

For the second quarter of fiscal 2016, SG&A was $186.6 million compared to $207.2 million in last year's second quarter. SG&A was 29.4% of net sales, an 80 basis point decrease from last year's second quarter, primarily due to $12.7 million of SG&A related to Boston Proper in the second quarter of fiscal 2015, and lower store labor, stock-based compensation and marketing expenses, resulting in a slight decline in SG&A rate.

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. During the first quarter of fiscal 2016, we announced an expansion of our restructuring program to further align the organizational structure with long-term growth initiatives, including transition of executive leadership, and to reduce COGS and SG&A through strategic initiatives. These strategic initiatives include realigning marketing and digital commerce, improving supply chain efficiency, and reducing non-merchandise and marketing expenses. During the second quarter of fiscal 2016, the Company continued its cost reduction and operating efficiency initiatives and subsequently announced an organizational redesign which clarified roles, responsibilities and processes across our brands and shared service center.

In connection with this effort, in the second quarter of fiscal 2016, we recorded pre-tax restructuring as well as other strategic charges totaling $16.6 million, primarily consisting of severance, proxy solicitation costs, and consulting fees. The after-tax impact of the restructuring and strategic charges in the second quarter totaled $10.3 million, or $0.08 per diluted share.

In connection with the restructuring program, we evaluated our domestic store portfolio and identified approximately 175 stores for closure, with 82 stores across our brands, including 20 Boston Proper stores, closed through the second quarter of fiscal 2016. As a result, we expect to incur additional cash charges related to lease termination expenses of approximately $1.7 million through fiscal 2017 related to these future closures.

Provision for Income Taxes

Our effective tax rate for the second quarter of fiscal 2016 was 38.0%, compared to an effective tax rate of (108.1)% in last year's second quarter. The income tax benefit of $28.2 million for the second quarter of fiscal 2015 and effective tax rate of (108.1)% primarily reflected the tax benefit related to the 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 disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment, the 2015second quarter effective tax rate would have been 37.7% which is comparable to the 38.0% effective tax rate for the thirteen weeks ended July 30, 2016.

Net Income and Earnings Per Diluted Share

We reported net income for the second quarter of fiscal 2016 of $23.0 million, or $0.17 per diluted share, compared to net income of $2.1 million, or $0.02 per diluted share in last year’s second quarter. Results for the second quarter of fiscal 2016 include the impact of restructuring and strategic charges of $10.3 million after-tax, or $0.08 per diluted share, primarily related to severance, proxy solicitation costs and consulting fees. Results for the second quarter of fiscal 2015 include charges of $35.4 million after-tax, or $0.24 per diluted share, related to Boston Proper non-cash goodwill and trade name impairment charges, restructuring and strategic charges, a tax benefit as a result of the disposition of Boston Proper's stock, and Boston Proper operating results.

20

Twenty-Six Weeks EndedJuly 30, 2016 Compared to the Twenty-Six Weeks EndedAugust 1, 2015

Net Sales

The following table depicts net sales by Chico’s, WHBM, Soma and Boston Proper in dollars and as a percentage of total net sales for the twenty-six weeks ended July 30, 2016 and August 1, 2015:

	Twenty-Six Weeks Ended
	July 30, 2016				August 1, 2015
	(dollars in thousands)
Chico's	$	682,864	53.4	%	$	725,276	52.4	%
WHBM	423,031		33.1	%	438,717		31.7	%
Soma	172,814		13.5	%	167,998		12.1	%
Boston Proper	—		0.0	%	51,601		3.8	%
Total net sales	$	1,278,709	100.0	%	$	1,383,592	100.0	%

Net sales for the year-to-date period decreased to $1.279 billion from $1.384 billion in last year’s year-to-date period. This 7.6% decrease includes $51.6 million related to Boston Proper in last year’s year-to-date period and primarily reflects a 3.7%decrease in comparable sales. The 3.7%decrease in comparable sales for the year-to-date period was following a 0.2%increase in last year’s year-to-date period,primarily reflecting a decrease in average dollar sale and transaction count.

The following table depicts comparable sales percentages by Chico's, WHBM and Soma for the twenty-six weeks ended July 30, 2016 and August 1, 2015:

	Twenty-six weeks ended
	July 30, 2016		August 1, 2015
Chico's	(5.3	)%	(0.8	)%
WHBM	(2.7	)%	0.0	%
Soma	0.6	%	5.7	%
Total Company	(3.7	)%	0.2	%

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 July 30, 2016 and August 1, 2015:

	Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015
	(dollars in thousands)
Cost of goods sold	$	775,564		$	823,273
Gross margin	$	503,145		$	560,319
Gross margin percentage	39.3		%	40.5		%

Gross margin for the year-to-date period was $503.1 million, or 39.3%, compared to $560.3 million, or 40.5%, in last year’s year-to-date period. When excluding Boston Proper from fiscal 2015, gross margin decreased 140 basis points in fiscal 2016 compared to $542.3 million, or 40.7%, in last year's year-to-date period. The decrease is primarily due to sales deleverage of occupancy costs and increased promotional activity in response to lower traffic.

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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 July 30, 2016 and August 1, 2015:

	Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015
	(dollars in thousands)
Selling, general and administrative expenses	$	394,767		$	435,235
Percentage of total net sales	30.9		%	31.5		%

For the year-to-date period of fiscal 2016, SG&A was $394.8 million compared to $435.2 million in last year’s year-to-date period. SG&A was 30.9% of net sales, a 60 basis point decrease from last year's year-to-date period, primarily due to $25.7 million of SG&A related to Boston Proper in the year-to-date period of fiscal 2015, and lower store labor, incentive compensation and marketing expenses, resulting in a slight decline in SG&A rate.

Restructuring and Strategic Charges

Restructuring and strategic charges for the year-to-date period were $20.2 million pre-tax, primarily consisting of severance, proxy solicitation costs, and consulting fees. The after-tax impact of the restructuring and strategic charges totaled $12.5 million, or $0.09 per diluted share.

Provision for Income Taxes

Our effective tax rate for the year-to-date period was 37.9% compared to an effective rate rate of (32.5)% in last year's year-to-date period. The income tax provision of $33.1 million and effective tax rate of 37.9% primarily reflected the pre-tax net income during the period. The income tax benefit and effective tax rate for fiscal 2015 reflected the tax benefit related to the disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment on the annual effective rate. Excluding the tax benefit related to the disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment, 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 37.9% in the current year's year-to-date period.

Net Income and Earnings Per Diluted Share

Net income for the year-to-date period of fiscal 2016 was $54.1 million, or $0.41 per diluted share, compared to net income of $34.6 million, or $0.24 per diluted share, in last year's year-to-date period. Results for the year-to-date period of fiscal 2016 include the impact of restructuring and strategic charges of $12.5 million after-tax, or $0.09 per diluted share, primarily related to severance, proxy solicitation costs and consulting fees. Results for the year-to-date period of fiscal 2015 charges of $47.4 million after tax, or $0.33 per diluted share, related to Boston Proper non-cash goodwill and trade name impairment charges, restructuring and strategic charges, a tax benefit as a result of the disposition of Boston Proper's stock and Boston Proper operating results.

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.

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Operating Activities

Net cash provided by operating activities for the year-to-date period of fiscal 2016 was $121.7 million, an increase of approximately $9.6 million from last year's year-to-date period. This increase primarily reflected the change in working capital, partially offset by lower net income compared to prior year when adjusted for non-cash impairment charges and the deferred tax benefit related to the exit of Boston Proper, as well as lower stock compensation expense and depreciation and amortization as a result of our strategic initiatives. The change in working capital is primarily due to a decrease in net income tax receivable and lower in-transit inventories.

Investing Activities

Net cash used in investing activities for the year-to-date period of fiscal 2016 was $25.6 million compared to $35.7 million provided by investing activities in last year's year-to-date period, primarily reflecting a $78.9 milliondecrease in marketable securities related to share repurchases in fiscal 2015. Investing activities in the second quarter of fiscal 2016 included net purchases of property and equipment totaling $25.2 million compared to $42.8 million in the same period last year, consistent with our overall business strategy.

Financing Activities

Net cash used in financing activities for the year-to-date period of fiscal 2016 was $85.5 million compared to $172.2 million in last year's year-to-date period. The decrease in net cash used in financing activities primarily reflects a decrease of $198.3 million in share repurchases in fiscal 2016 compared to fiscal 2015, partially offset by net borrowings of $97.5 million under our Credit Agreement in fiscal 2015.

Store and Franchise Activity

During the fiscal 2016 year-to-date period, we had 1 net store closure, consisting of net closures of 5 Chico's and 2 WHBM stores, and openings of 6 Soma stores. Currently, we expect an additional 20 net store closures in fiscal 2016, reflecting approximately 20 net closures of Chico's stores, 6 net closures of WHBM stores and 6 net openings of Soma 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 July 30, 2016, we also sold merchandise through 78 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 30, 2016, are significant to reporting our results of operations and financial position.

In fiscal 2016 we implemented changes to our accounting policy for the classification of shipping expense, corrected an immaterial error in the classification of shipping revenue and changed the classification of occupancy expenses. Please see Note 1 in our Notes to Condensed Consolidated Financial Statements for a detailed description and reconciliation of these matters.

Other than discussed above, 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 30, 2016.

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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, the implementation of our previously announced restructuring program and organizational redesign for improved business performance, including our re-balancing of our store fleet and streamlining the headquarter workforce, and the future success of our store concepts. These statements may address items such as future sales, gross margin expectations, SG&A expectations (particularly estimated expected savings), 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 8, 2016, those described in Item 1A herein, 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 effectively manage and maintain an appropriate level of inventory; the extent and nature of competition in the markets in which we operate; the extent of the market demand and overall level of spending for women’s private branded clothing and related accessories; the effectiveness of our brand awareness and marketing programs; the adequacy and perception of customer service; the ability to respond to actions of activist shareholders and others; the ability to coordinate product development with buying and planning; the quality of merchandise received from suppliers; the ability to efficiently, timely and successfully execute significant shifts in the countries from which merchandise is supplied; the ability of our suppliers to timely produce and deliver clothing and accessories; the changes in the costs of manufacturing, labor and advertising; the availability of quality store sites; our ability to manage our store fleet and the risk that our investments in shopping initiatives may not deliver the results we anticipate; the risk that comparable sales and margins will experience fluctuations; 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 successful integration of our new management team; the ability to achieve the results of our previously announced 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; and the risk that natural disasters, public health crises, political rises, or other catastrophic events could adversely affect our operations and financial results. 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 July 30, 2016 has not significantly changed since January 30, 2016. 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 7. 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 municipal securities, corporate bonds, U.S. government agencies and commercial paper.The marketable securities portfolio as of July 30, 2016, consisted of $31.5 million of securities with maturity dates within one year or less and $19.1 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 July 30, 2016, 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 Ackerman v. Chico’s FAS, Inc., a putative representative Private Attorney General action filed in the Superior Court of California, County of Los Angeles. The Complaint alleges numerous violations of California law related to wages, meal periods, rest periods, wage statements, and failure to reimburse business expenses, among other things. Plaintiff subsequently amended her complaint to make the same allegations on a class action basis. In June 2016, the parties submitted a proposed settlement of the matter to the court, and the court granted preliminary approval on August 26, 2016. If finally approved, the settlement will not have a material adverse effect on the Company’s consolidated financial condition or results of operations.

In March 2016, the Company was named as a defendant in Cunningham v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of San Diego. Plaintiff seeks to represent current and former nonexempt employees of Soma Intimates in California. The Complaint alleges many of the same Labor Code violations as Ackerman, described above. The court has stayed the Cunningham case pending final approval of the Ackerman settlement in light of the fact that Ackerman was first filed and likely covers all of the claims that are alleged in Cunningham. As a result, at this time, the Company does not expect that the Cunningham case will have a material adverse effect on the Company’s consolidated financial condition or results of operations.

In June 2016, the Company was named as a defendant in Rodems v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of Fresno. Plaintiff seeks to represent current and former nonexempt employees of Chico’s stores in California. The Complaint alleges many of the same Labor Code violations as Ackerman, described above. The court has stayed the matter pending final approval of the Ackerman settlement for the same reasons described in the Cunningham case discussion above. As a result, at this time, the Company does not expect that the Rodems case will 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 Altman v. White House Black Market, Inc., a putative class action filed in the United States District Court for the Northern District of Georgia. 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. Its motion to dismiss was denied on July 13, 2016, but the Company continues to believe that the case is without merit and is not appropriate for class treatment. It​ intends to vigorously defend the matter. At this time however, it is not possible to predict whether the proceeding will be permitted to proceed as a class or the size of the putative class, and no assurance can be given that the Company will be successful in its defense on the merits or otherwise. Because the case is still in the early stages and class determinations have not been made, the Company is unable to estimate any potential loss or range of loss.

On July 28, 2016, the Company was named as a defendant in Calleros v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of Santa Barbara. Plaintiff alleges that the Company failed to comply with California law requiring it to provide consumers cash for gift cards with a stored value of less than $10.00. The Company is reviewing the factual allegations in the Complaint and is not yet able to ascertain the merit or the value of the claims asserted. On initial review, the Company believes that the matter is not appropriate for class treatment; however, it is not possible to predict whether it will be permitted to proceed as a class or the size of the putative class, and no assurance can be given that the Company will be successful in its defense of this action on the merits or otherwise. Because the case is in the very early stage and class determinations have not been made, the Company is unable to estimate any potential loss or range of loss.

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 July 30, 2016 are not estimable. 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.

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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 2015 Annual Report on Form 10-K filed with the SEC on March 8, 2016 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 2015 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.

As discussed in Note 3 in our Notes to Condensed Consolidated Financial Statements, we are currently involved in significant strategic initiatives intended to increase the efficiency and productivity of our business processes. These initiatives require substantial internal change and effort, including reductions and changes in personnel and significant adjustments in how we design and source product and how we ultimately present it to our customers. While we are confident that these initiatives are appropriate for the long-term viability and success of our business, the process of implementing them places significant stress on the company and could result in unexpected short-term disruptions or negative impacts to our business, including, by way of example:

• Unintended loss of key personnel or unexpected delay in the hiring of personnel whose expertise is needed for the successful implementation of the initiatives.

• Disruption to our current business processes as we migrate to the new processes, or failure to successfully migrate to those new processes, which could negatively impact product flow, product quality or inventory levels.

• Inadvertent lapses or failures in our process, compliance or financial controls as we implement the new initiatives.

These negative impacts, or others, could adversely affect our business and results of operations. In addition, there is no assurance that we can complete the implementation of these initiatives in the manner or in the time-frame planned, or that, once implemented, they will result in the expected increases in the efficiency or productivity of our business. Failure to successfully implement them or their failure to produce the savings and productivity increases we anticipate could materially adversely affect our business and results of operations.

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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
May 1, 2016 - May 28, 2016	1,700,751	$	11.59	1,696,670	$	203,706
May 29, 2016 - July 2, 2016	17,361		11.01	—		203,706
July 3, 2016 - July 30, 2016	—		—	—		203,706
Total	1,718,112		11.59	1,696,670		203,706

(a) Total number of shares purchased includes 21,442 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 November 2015, we announced a $300.0 million share repurchase plan. There was approximately $203.7 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.

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ITEM 5. OTHER INFORMATION

On September 1, 2016, the Company approved an Amended and Restated Officer Severance Plan ("the Officer Severance Plan"), which consolidated the current separate Vice President Severance Plan and Executive Severance Plan into one plan document. Benefits under the Officer Severance Plan are unchanged except in the event of a Change in Control ( as defined therein) in which case a second triggering event has been added and benefits enhanced, all as fully described in the Plan, included as Exhibit 10.62 to this Form 10-Q.

The foregoing description of the Officer Severance Plan is not complete and is qualified in its entirety by reference to the full text of such agreement included as Exhibit 10.62 to this Form 10-Q.

ITEM 6. EXHIBITS

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

Exhibit 3.3	Composite Amended and Restated By-laws of Chico's FAS, Inc.
Exhibit 10.62	Amended and Restated Officer Severance Plan
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:	September 1, 2016	By:	/s/ Shelley G. Broader
			Shelley G. Broader
			Chief Executive Officer, President and Director
Date:	September 1, 2016	By:	/s/ Todd E. Vogensen
			Todd E. Vogensen
			Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary
Date:	September 1, 2016	By:	/s/ David M. Oliver
			David M. Oliver
			Group Vice President Finance - Controller, Chief Accounting Officer and Treasurer

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EX-3.3

Exhibit 3.3

AMENDED AND RESTATED

BY-LAWS

OF

CHICO’S FAS, INC.

Rev. 7/21/16        

AMENDED AND RESTATED

BY-LAWS

OF

CHICO’S FAS, INC.

TABLE OF CONTENTS

TitlePage

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

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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

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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

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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

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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 adjourned

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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

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any special meetings of the Board of Directors called by him or them, as the case may 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 until the next annual meeting of stockholders and until such director’s successor shall have been elected and qualified.

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

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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 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

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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 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

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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.

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.

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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.

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(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

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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.

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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

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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.

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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.

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EX-10.62

Exhibit 10.62

CHICO’S FAS, INC.OFFICER SEVERANCE PLAN

Effective September 1, 2016

CHICO’S FAS, INC.OFFICER SEVERANCE PLAN

Effective September 1, 2016

WHEREAS, Chico’s FAS, Inc. (“Sponsor”) maintains the Chico’s FAS, Inc. Executive Severance Plan (the “Executive Plan”) for the benefit of its eligible employees; and

WHEREAS, Chico’s FAS, Inc. also maintains the Chico’s FAS, Inc. Vice President Severance Plan (the “Vice President Plan”) for the benefit of its eligible employees; and

WHEREAS, Sponsor deems it necessary and desirable to amend and restate the Executive Plan and the Vice President Plan and, as part of such amendments and restatements, to merge the Executive Plan and Vice President Plan into a single plan to be hereinafter known as the Chico’s FAS, Inc. Officer Severance Plan (the “Plan”); and

WHEREAS, the amendments and restatements of the Executive Plan and the Vice President Plan into the Plan shall supersede the provisions of the Executive Plan and the Vice President Plan as in existence prior to the amendments and restatements of such plans;

NOW, THEREFORE, by virtue of the authority reserved to Sponsor by Section 7.01 of the Executive Plan and by Section 7.01 of the Vice President Plan, the Executive Plan and Vice President Plan are hereby amended and restated and merged into a single plan, to be hereinafter as the Chico’s FAS, Inc. Officer Severance Plan, effective September 1, 2016, as follows:

Article 1
PURPOSE AND TERM OF PLAN

Section 1.01 Purpose of the Plan. The Chico’s FAS, Inc. Officer Severance Plan (the “Plan”), as set forth herein, is intended to ease financial hardships which may be experienced by certain eligible officer employees of Chico’s FAS, Inc. (“Sponsor”) or of an Affiliate (as such term is hereinafter defined) whose employment is terminated involuntarily. Any benefit awarded under the Plan is intended to be a supplemental unemployment benefit. The Plan is not intended to be an “employee pension benefit plan” or “pension plan” as those terms are defined in Section 3(2) of ERISA. Rather, the Plan is intended to constitute the type of arrangement identified as a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of ERISA, as further elaborated by regulations promulgated by the Secretary of Labor at Title 29, Code of Federal Regulations, § 2510.3-2(b), which is subject to ERISA. No Employee shall have a vested right to such Benefits. The Benefits paid by the Plan are not intended as deferred compensation; and it is intended that any benefit paid under the Plan be excluded from the benefit-generating or contribution-generating base of any tax-qualified or nonqualified deferred compensation plan or arrangement sponsored or maintained by Sponsor or Affiliate, unless the documents setting forth such plan or arrangement specifically state otherwise.

Section 1.02 Term of the Plan. The Plan shall be effective September 1, 2016, and

shall apply to all Separations from Service occurring on and after September 1, 2016. On and after September 1, 2016, the provisions of the Executive Plan and the Vice President Plan, as in existence prior to September 1, 2016, shall be superseded by the provisions of the Plan. The Plan will continue until the Board, acting in its sole discretion, elects to amend, modify, or terminate the Plan.

ARTICLE 2
DEFINITIONS

Section 2.01 “Affiliate” means a wholly-owned subsidiary of Sponsor.

Section 2.02 “Annual Base Salary” means the current base salary or wages paid to Participant, on an annualized basis, as of the Employee’s Employment Termination Date. Base Salary shall not include performance, incentive or other bonuses; allowances; commissions; Sponsor or Affiliate contributions to Social Security; benefits payable under, or Sponsor or Affiliate contributions to, any retirement or other plan of deferred compensation; or the value of any fringe benefits provided by Sponsor or Affiliate.

Section 2.03 “Benefit” means the amount that a Participant is entitled to receive pursuant to Section 4.01 of the Plan.

Section 2.04 “Board” means the Board of Directors of Chico’s FAS, Inc.

Section 2.05 “Bonus” means the Chico’s FAS, Inc. Management Bonus Plan.

Section 2.06 “Change in Control” shall mean a “change in control” as such term is defined under Code Section 409A and Treasury Regulations promulgated thereunder, as may be amended from time to time, which definition is set forth in Appendix B.

Section 2.07 “Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 2.08 “Disqualifying Event” means any reason for terminating an individual from employment with Sponsor or Affiliate which the Plan Administrator determines, in its sole and absolute discretion, would constitute grounds for denying payment of a Benefit under the Plan after termination. Such bases shall include, but shall not be limited to: (a) termination due to breach of trust, (b) termination due to unauthorized disclosure of proprietary information or trade secrets, or violation of any confidentiality or similar agreement signed by the Employee, (c) unauthorized disclosure of client or prospective client lists developed by Sponsor or Affiliate, (d) attempts to recruit an employee of Sponsor or Affiliate to the service of another, or to interfere with the relationship between Sponsor or Affiliate and any such employee, (e) publication or other utterance of disparaging remarks intended to have, or having, the effect of damaging the reputation of Sponsor or Affiliate or casting aspersions on the quality of services provided by Sponsor or Affiliate (other than testimony compelled by order of a court of other governmental body of competent jurisdiction), (f) acts of dishonesty, (g) engagement by Employee in criminal conduct or other serious misconduct that is likely to be harmful to the business or reputation of Sponsor or Affiliate, or (h) gross misconduct or willful violation of Sponsor or Affiliate policy.

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Section 2.09 “Employee” means an individual eligible to participate in the Plan in accordance with section 3.01.

Section 2.10 “Employment Termination Date” means the date on which the employment relationship between the Employee and Sponsor or Affiliate is involuntarily terminated. An employment relationship shall be considered to be involuntarily terminated for the purposes of the Plan if, and only if, the termination is for one or more of the reasons identified in Section 3.02. In no event shall an Employee be considered to have involuntarily terminated their employment or to have experienced an Employment Termination Date for the purposes of the Plan if their employment with Sponsor or Affiliate is terminated due to (a) voluntary cessation of employment (with or without notice) other than for “Good Reason”, as defined in Section 3.02; (b) death; (c) any of the reasons specified in Section 2.08; or (d) the reorganization of Sponsor or Affiliate, merger or acquisition of Sponsor or Affiliate, sale of Sponsor or Affiliate, or the sale by Sponsor or Affiliate of any operating division, unit or other group as an ongoing business, either through a sale of stock or a sale of assets, where the Employee has been offered employment with the new employer, provided such offer of employment is on the same or similar terms and conditions as had been the Employee’s employment with Sponsor or Affiliate.

Section 2.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.12 “Named Fiduciary” means Sponsor and the Plan Administrator. Each Named Fiduciary shall have only those particular powers, duties, responsibilities and obligations as are specifically given such Named Fiduciary under the Plan. Any Named Fiduciary, if so appointed, may perform in more than one fiduciary capacity.

Section 2.13 “Participant” means any of the individuals described in Section 3.01.

Section 2.14 “Plan” means the Chico’s FAS, Inc. Officer Severance Plan.

Section 2.15 “Plan Administrator” means the individual appointed by Sponsor to administer the Plan, or, in the absence of any such appointment, Chico’s FAS, Inc.

Section 2.16 “Plan Year” means the period commencing each January 1 and ending on the following December 31.

Section 2.17 “Separation from Service” means a separation from service as such term is defined under Code Section 409A and Treasury Regulations promulgated thereunder.

Section 2.18 “Severance Period” means the period of time for which Benefits under Section 4.01(a) of the Plan are paid or payable.

Section 2.19 “Sponsor” means Chico’s FAS, Inc. The term “Sponsor” shall also include any successor to Chico’s FAS, Inc. if such successor adopts the Plan.

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Section 2.20“Terminated Employee” means a former Employee who has experienced a termination within the meaning of Section 2.10 that also constitutes a Separation from Service.

ARTICLE 3
PARTICIPATIONAND ELIGIBILITY FOR BENEFITS

Section 3.01Plan Participants. The Chief Executive Officer of the Sponsor and all Vice Presidents, Group Vice Presidents, Executive Vice Presidents and Senior Vice Presidents of Sponsor or Affiliate shall be eligible to participate in the Plan and to receive Benefits under the Plan, provided that they meet all the requirements stated herein, as determined by the Plan Administrator on a case-by-case basis and, further provided, that such Chief Executive Officer of the Sponsor and all Vice Presidents, Group Vice Presidents, Executive Vice Presidents and Senior Vice Presidents of Sponsor or Affiliate are not already subject to an employment agreement or another arrangement with Sponsor or Affiliate that provides for severance benefits.

Sponsor reserves the right, in its discretion, to cover any additional positions or individuals under the Plan, under whatever terms and conditions that Sponsor shall elect.

Section 3.01General Benefits Award Requirement. As a Terminated Employee, you shall not be eligible to receive a Benefit under the Plan unless:

(a)    Your position with Sponsor or Affiliate was eliminated by Sponsor or Affiliate; or

(b)     You were notified in writing by Sponsor or Affiliate, on or prior to your Employment Termination Date, that your job responsibilities have been materially changed, and that Sponsor or Affiliate has determined that you are not qualified to perform the responsibilities associated with the job subsequent to such change; or

(c)     You were notified by Sponsor or Affiliate, on or prior to your Employment Termination Date, that your job performance has been unsatisfactory, and your unsatisfactory job performance is not as a result of the occurrence of a disqualifying event within the meaning of Section 2.08; or

(d)     Where, except as provided in Section 2.10(d)), your employment was terminated at the time of or immediately preceding, and in any event in connection with, a reorganization of Sponsor or Affiliate, sale of Sponsor or Affiliate, or sale by Sponsor or Affiliate of any operating division, unit or other group; or

(e)     You terminate your employment with Sponsor or Affiliate for “Good Reason” within 150 days of the occurrence of a Good Reason Event, where “Good Reason” means your election to terminate employment with Sponsor as a result of the occurrence of one of the following events, each a “Good Reasons Event”: (1) Sponsor or an Affiliate materially changing

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your duties and responsibilities or demoting or reducing your authority; (2) solely with respect to a Participant whose place of employment with Sponsor or an Affiliate is at the corporate headquarters in Ft. Myers, Florida, or at the distribution center located in Winder, Georgia, Sponsor or an Affiliate changes your place of employment with Sponsor to a location that is more than fifty (50) miles from your place of employment with Sponsor immediately prior to such change; or (3) Sponsor or an Affiliate reduces your total direct compensation at target by more than thirty percent (30%), provided, you give written notice to Sponsor or Affiliate of the Good Reason Event within 90 days of the occurrence of such event and you give Sponsor or Affiliate 30 days after receipt of such notice to cure such Good Reason Event.

Section 3.03 Execution of a Separation Agreement. In order to be eligible to receive the Benefit under the Plan, you must execute a Separation Agreement, substantially in the form attached hereto as Appendix C.

ARTICLE 4
CALCULATION OF SEVERANCE BENEFIT

Section 4.01Amount of Benefit. A Terminated Employee who has satisfied the requirements of Article 3, shall be entitled to receive the following benefits, as determined by the Plan Administrator:

(a)    Benefit Amount.

A Terminated Employee shall receive the amount set forth in Appendix A.

(b)    Bonus.

To the extent a Terminated Employee was participating in a bonus plan of Sponsor or Affiliate as of the Employee’s Employment Termination Date, the Terminated Employee shall be entitled to receive a bonus in the amount set forth in Appendix A. Except in the event of a Change in Control, the payment of the prorated bonus shall be made at the same time as other bonus payments are paid in the ordinary course under the Bonus Plan.

Notwithstanding the preceding, in the event of a Change in Control, Sponsor or Affiliate will pay the bonus to the Terminated Employee in the form of a cash lump sum payment and made in accordance with Section 5.01 of the Plan.

(c)    COBRA Benefits.

For each Terminated Employee who, upon such Employee’s Employment Termination Date, is enrolled in Sponsor or Affiliate’s

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Medical and Dental Insurance plans and, as a result is entitled to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Sponsor or Affiliate will pay to the Terminated Employee a cash lump sum amount equal to the aggregate COBRA healthcare plan premium costs over the Severance Period which the Terminated Employee may, but is not required to, use to offset COBRA costs, and shall be paid to the Terminated Employee regardless of whether the Terminated Employee elects COBRA, with payment of such lump sum amount to be made in accordance with Section 5.01 of the Plan.

(d)    Outplacement Assistance.

A Terminated Employee shall be entitled to receive such reasonable outplacement assistance during the Severance Period as shall be determined by Sponsor, in its sole discretion.

(e)    Sign-On Bonus and Relocation Benefits.

To the extent applicable, a Terminated Employee shall be released from any obligation to otherwise repay to Sponsor or an Affiliate any sign-on bonus or relocation benefit previously received from Sponsor or an Affiliate.

(f)    Tax Treatment.

Terminated Employees shall pay (and Sponsor or Affiliate shall be permitted to withhold) any and all federal, state and local taxes, if any, that are required by law to be paid with respect to the Amount of Benefits received.

(g)    Tax Adjustment Payment.

(1) Tax Adjustment Payment. In the event that the Participant becomes entitled to Benefits or any other payment or benefit under this Plan, or under any other agreement with or plan of Sponsor or Affiliate (in the aggregate, the "Total Payments"), if all or any part of the Total Payments will be subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the "Excise Tax"), the Total Payments shall be reduced (but not below zero) such that the value of the Total Payments shall be one dollar ($1) less than the maximum amount of payments which the Participant may receive without becoming subject to the tax imposed by Section 4999 of the Code; provided, however, that the foregoing limitation shall not apply in the event that it is

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determined that the Total Payments on an after-tax basis (i.e., after payment of federal, state, and local income taxes, penalties, interest, and Excise Tax) if such limitation is not applied would exceed the after-tax benefits to the Participant if such limitation is applied. The Participant shall bear the expense of any and all Excise Taxes due on any payments that are deemed to be “excess parachute payments” under Section 280G of the Code.

(2) Tax Computation. The determination of whether any of the Total Payments will be subject to the Excise Tax and the assumptions to be used in arriving at such determination, shall be made by a nationally recognized certified public accounting firm that does not serve as an accountant or auditor for any individual, entity or group effecting the Change in Control as designated by Sponsor (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations to Sponsor and the Participant within fifteen (15) business days of the receipt of notice from the Participant or Sponsor requesting a calculation hereunder. All fees and expenses of the Accounting Firm will be paid by Sponsor.

Section 4.02 Reductions. The Benefit payable hereunder shall be reduced by any and all payments required to be made by Sponsor or Affiliate under federal, state and local law.

Section 4.03 Effect on At-Will Employment Relationship and on Other Benefits. Neither the Plan, nor any of its provisions, alters the at-will employment relationship between Employee and Sponsor or Affiliate. In addition, there shall not be drawn from the continued provision by Sponsor or Affiliate of any Benefit hereunder any implication of continued employment or of any continued right to accrue vacation days, paid holidays, paid sick days or other similar benefits normally associated with employment for any part of the period during or in respect of which a Benefit is payable under the Plan.

Section 4.04 Benefits as Consideration for Waivers, Covenants and Releases. The Benefit provided hereunder, where applicable, shall constitute consideration for the release that a Terminated Employee is required provide to Sponsor or Affiliate relating to prior employment by Sponsor or Affiliate. The Benefit provided hereunder, where applicable, shall also constitute consideration for any waiver by the terminated Employee, whether full or partial, and whether absolute or conditional, of any rights, claims, entitlement to relief or damages, or entitlement to seek imposition upon Sponsor or Affiliate of penalties, in connection with any contract, express or implied, or under any statute, regulation, rule, order, or similar promulgation by a governmental or quasi-governmental entity. In addition, the Benefit provided hereunder, where applicable, shall constitute consideration for any covenants or agreements contained in the Separation Agreement executed by the Terminated Employee in connection with this Plan.

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ARTICLE 5
METHOD AND DURATION OF BENEFIT PAYMENTS

Section 5.01 Method of Payment. A Participant’s Benefit shall be paid in accordance with normal payroll practices, with the first payment commencing on the first payroll date occurring following the Participant’s execution and non-revocation of the Separation Agreement; provided, if the Participant’s Benefit constitutes deferred compensation under Code Section 409A, the Participant’s Benefit shall be paid in accordance with normal payroll practices, with the first payment commencing on the first payroll date occurring following the completion of a sixty (60) day period after the Participant’s Employment Termination Date, provided the Participant has executed and not revoked the Separation Agreement within such sixty (60) day period; otherwise, no benefits are payable to the Participant under the Plan. In no event shall interest be credited on the unpaid balance to which a Participant may become entitled. Payment shall be made by mailing to the last address provided by the Participant to Sponsor or Affiliate.

Notwithstanding the above to the contrary, in the event a Terminated Employee is a “specified employee” (as such term is defined in Section 409A(a)(a)(2)(B)(i) of the Code) as of the Terminated Employee’s Employment Termination Date and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of the Terminated Employee’s Separation from Service is necessary in order to prevent any accelerated or additional tax under Code Section 409A, any such payment or benefit due and payable to the Terminated Employee hereunder as a result of the Terminated Employee’s Severance from Service with Sponsor or Affiliate shall not be made before the date which is six (6) months after the Terminated Employee’s Employment Termination Date.

Further, notwithstanding the above to the contrary, in the event of a Change in Control, a Participant’s Benefit shall be paid in a lump sum.

Section 5.02 Cessation of Benefit Payments. A Participant shall cease to participate in the Plan, and all Benefit payments shall cease, upon the occurrence of the earliest of:

(a)    Completion of the payment to the Participant of the entitled Benefit under Section 4.01;

(b)    Termination by the Plan Administrator of the Terminated Employee’s right to be a Participant upon discovery of the occurrence of a disqualifying event within the meaning of Section 2.08, whether or not such discovery occurs before the Employment Termination Date; or

(c)    The violation by the Terminated Employee of any of the provisions of this Plan, of provisions contained in the Separation Agreement executed by the Terminated Employee, including, but not limited to, obligations with respect to trade secrets and confidential information, and covenants not to solicit Sponsor or Affiliate employees, clients and prospective clients and covenants not to perform same for clients and prospective clients.

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ARTICLE 6
THE PLAN ADMINISTRATOR

Section 6.01 Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied to it by Sponsor, to determine the eligibility of each Terminated Employee to participate in the Plan, to calculate the Benefit to be paid to each Terminated Employee who has been selected by Sponsor to receive a severance pay award pursuant to Section 3.03, and to determine the manner and time of payment of the Benefit. Sponsor or Affiliate shall make such payments as are certified to it by the Plan Administrator to be due to Participants.

The Plan Administrator shall have the full discretionary power and authority to construe, interpret and administer the Plan, to make Benefit eligibility determinations, to correct deficiencies in the Plan, and to supply omissions. All decisions, actions and interpretations of the Plan Administrator shall be final, binding and conclusive upon the parties, subject only to determinations by individuals appointed by the Board to review denied claims for Benefits.

Section 6.02 Records, Reporting and Disclosure. The Plan Administrator shall keep all individual and group records relating to Participants and all other records necessary for the proper operation of the Plan. Such records shall be made available to Sponsor or Affiliate and to each Participant for examination during business hours, except that a Participant shall examine only such records as pertain exclusively to the examining Participant and to the Plan. The Plan Administrator shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder (except that Sponsor or Affiliate, as payor of the Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes, Social Security contributions, and other amounts which may be similarly reportable).

ARTICLE 7
AMENDMENT AND TERMINATION

Section 7.01 Amendment, Modification or Termination. The Board retains the right, at any time and from time to time, to amend, modify or terminate the Plan, including amendment or modification of any Appendices hereto, in whole or in part, for any reason, and without either the consent of or the prior notification to any Participant. Any such amendment may not cause the cessation and discontinuance of payments of a Benefit to any person or persons under the Plan. The Board shall have the right to delegate its authority and power hereunder, or any portion thereof, to any committee of the Board or to any committee of Sponsor, and the right to rescind any such delegation in whole or in part.

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ARTICLE 8
DUTIES OF SPONSOR AND AFFILIATES

Section 8.01 Records. Sponsor and Affiliates shall supply to the Plan Administrator all records and information necessary to the performance of the Plan Administrator’s duties.

Section 8.02 Payment. Sponsor and Affiliates shall make payments from its general assets to Participants formerly in its employ in accordance with the terms of the Plan, as directed by the Plan Administrator.

ARTICLE 9
CLAIMS PROCEDURES

Section 9.01 Application for Benefits. If a Terminated Employee believes he or she is eligible to receive a Benefit under the Plan he or she may apply for such Benefit by completing and filing with the Plan Administrator an application for Benefits on a form supplied by the Plan Administrator. Before the date on which Benefit payments commence, each such application must be supported by such information as the Plan Administrator deems relevant and appropriate.

Section 9.02 Appeals of Denied Claims for Benefits. In the event that a claim for a Benefit is denied in whole or in part, the Terminated Employee shall be notified of such denial in writing by the Plan Administrator. The notice advising of the denial shall specify the reason or reasons for denial, make specific reference to pertinent Plan provisions, describe any additional material or information necessary for the Terminated Employee to perfect the claim (explaining why such material or information is needed), and shall advise the Terminated Employee of the procedure for the appeal of such denial. All appeals shall be made by the following procedure:

(a)    The Terminated Employee shall file with the Plan Administrator a notice appealing the denial. Such notice shall be filed within sixty (60) days of notification by the Plan Administrator of the claim denial, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

(b)    A determination of an appealed claim shall be accompanied by a written statement as to the reason or reasons therefor. The determination so rendered shall be final and binding upon all parties.

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ARTICLE 10
MISCELLANEOUS

Section 10.01 Nonalienation of Benefits.

(a)    Except as provided in Subsection (b) of this Section 10.01, none of the payments, Benefits or rights of any Participant shall be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, Benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, pledge, encumber or assign any Benefit or any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan.

(b)    Notwithstanding the provisions of Subsection (a) of this Section, any Benefit hereunder shall be subject to (1) offset by any claims of Sponsor or Affiliate against the Participant; (2) tax liens imposed thereon; and (3) the terms of any valid court order attaching thereto.

Section 10.02 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

Section 10.03 Heirs, Assigns, and Personal Representatives. The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.

Section 10.04 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

Section 10.05 Gender and Number.Except where clearly indicated otherwise by context, the masculine form of any word shall include the feminine and the neuter, the feminine form shall include the masculine and the neuter, the singular form shall include the plural, and the plural form shall include the singular.

Section 10.06 Unfunded Plan. The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of Sponsor or Affiliate which may be applied to the payment of a Benefit hereunder.

Section 10.07 Appendices. From time to time, Sponsor may elect to append provisions of limited duration to the Plan to govern what Sponsor determines to be special circumstances governing a substantial number of Employees. Each such Appendix, during the period stipulated therein, shall be deemed a part of the Plan. Except as otherwise stated in any such Appendix applicable to any Employee or Terminated Employee, the rights of such Employee or Terminated Employee as stated in such Appendix shall supersede the rights provided under the Plan,

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the Benefit provided under such Appendix shall be in lieu of comparable or stipulated Benefits provided under the Plan, and there shall be no duplication of Benefits.

Section 10.08 Lost Payees. A Benefit shall be deemed forfeited if the Plan Administrator is unable to locate a Participant to whom a Benefit is otherwise due.

Section 10.09 Controlling Law. The Plan shall be construed and enforced according to federal law. In the absence of applicable federal law as to any issue, such issue shall be resolved in accordance with the laws of the State of Florida.

Section 10.10 409A Compliance. Notwithstanding any Plan provisions herein to the contrary and, to the extent applicable, the Plan shall be interpreted, construed and administered (including with respect to any amendment, modification or termination of the Plan) in such a manner so as to comply with the provisions of Code Section 409A and any related Internal Revenue Service guidance promulgated thereunder. Each payment, including each installment payment, made under the Plan shall be designated as a “separate payment” within the meaning of Code Section 409A. As such, and to the extent applicable and permissible under Code Section 409A, each such “separate payment” shall be made in a manner so as to satisfy Code Section 409A and Treasury Regulations promulgated thereunder, including the provisions which exempt certain compensation from Code Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service.

IN WITNESS WHEREOF, and as evidence of the adoption of the Plan, Chico’s FAS, Inc. has caused the same to be executed by its duly authorized officers and its corporate seal to be affixed hereto this 29th day of August, 2016.

CHICO’S FAS, INC.

/s/ Kristin L. Oliver

By: Kristin L. Oliver

Its: Chief Human Resources Officer

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APPENDIX A

Benefit Amount and Bonus Payable under Sections 4.01(a) and 4.01(b) other than with respect to a Terminated Employee whose Employment Termination Date occurs within twenty-four (24) months following a Change in Control:

A Terminated Employee shall receive the following cash severance Benefit Amount:

Terminated Employee	Benefit Amount
Chief Executive Officer	24 Months of Annual Base Salary
Executive Vice President	12 Months of Annual Base Salary
Senior Vice President, Group Vice President	12 Months of Annual Base Salary
Vice President	6 Months of Annual Base Salary

A Terminated Employee shall receive the Bonus, prorated based on actual fiscal year performance results and the percentage of the plan year the Terminated Employee was employed, that would have been payable to such Terminated Employee had the Terminated Employee not terminated employment with Sponsor or Affiliate.

Benefit Amount and Bonus Payable under Sections 4.01(a) and 4.01(b) with respect to a Terminated Employee whose Employment Termination Date occurs within twenty-four (24) months following a Change in Control:

Notwithstanding (and in lieu of) the preceding, in the event a Terminated Employee’s Employment Termination Date occurs within twenty-four (24) months following a Change in Control of Sponsor, the Terminated Employee shall receive the following combined Benefit Amount and Bonus in a single lump sum payment:

Terminated Employee	Amount
Chief Executive Officer	24 Months of Annual Base Salary plus Bonus at Target
Executive Vice President	18 Months of Annual Base Salary plus Bonus at Target
Senior Vice President, Group Vice President	12 Months of Annual Base Salary plus Bonus at Target
Vice President	12 Months of Annual Base Salary plus Bonus at Target

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APPENDIX B

CHANGE IN CONTROL DEFINITION

Change in Control. Change in Control means either a “Change in Ownership,” a “Change in Effective Control,” or a “Change in Ownership of a Substantial Portion of Assets,” as defined below:

“Change in Ownership”: A Change in Ownership of Sponsor occurs on the date that any one person, or more than one Person Acting as a Group (as defined below), acquires ownership of stock of Sponsor that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Sponsor. However, if any one person or more than one Person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of Sponsor, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Ownership of Sponsor (or to cause a Change in Effective Control of Sponsor). An increase in the percentage of stock owned by any one person, or Persons Acting as a Group, as a result of a transaction in which Sponsor acquires its stock in exchange for property will be treated as an acquisition of stock. This applies only when there is a transfer of stock of Sponsor (or issuance of stock of Sponsor) and stock in Sponsor remains outstanding after the transaction.

Persons Acting as a Group: Persons will not be considered to be acting as a group solely because they (i) purchase or own stock of the same corporation at the same time, or as a result of the same public offering, or (ii) purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with Sponsor. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

“Change in Effective Control”: A Change in Effective Control of Sponsor occurs on the date that either –

(i)    Any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Sponsor possessing 30% or more of the total voting power of the stock of Sponsor; or

(ii)    a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

A Change in Effective Control will have occurred only if the Participant is employed by Sponsor or Affiliate upon the date of the Change in Effective Control or Sponsor is liable for the payment

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of the benefits hereunder and no other corporation is a majority shareholder of Sponsor. Further, in the absence of an event described in paragraph (i) or (ii), a Change in Effective Control of Sponsor will not have occurred.

Acquisition of additional control: If any one person, or more than one Person Acting as a Group, is considered to effectively control Sponsor, the acquisition of additional control of Sponsor by the same person or persons is not considered to cause a Change in Effective Control of Sponsor (or to cause a Change in Ownership of Sponsor).

"Change in Ownership of a Substantial Portion of Assets": A Change in Ownership of a Substantial Portion of Assets occurs on the date that any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Sponsor that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Sponsor immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of Sponsor, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Transfers to a related person: There is no Change in Control when there is a transfer to an entity that is controlled by the shareholders of Sponsor immediately after the transfer. A transfer of assets by Sponsor is not treated as a Change of Ownership of a Substantial Portion of Assets if the assets are transferred to –

(i)    A shareholder of Sponsor (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)    An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by Sponsor;

(iii)    A person, or more than one Person Acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of Sponsor; or

(iv)    An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii).

A person’s status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which Sponsor has no ownership interest before the transaction, but which is a majority-owned subsidiary of Sponsor after the transaction is not treated as a Change in Ownership of a Substantial Portion of Assets of Sponsor.

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APPENDIX C

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE

This Confidential Separation Agreement and Release (this “Agreement and Release”) sets forth the parties agreement relating to the separation of employment of ____________ (“Employee”) from Chico’s FAS, Inc. or an Affiliate (“Company”). The effective date of Employee’s termination of employment from Company will be _______________ (the “Employment Termination Date”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Chico’s FAS, Inc. Executive Severance Plan (the “Plan”). The terms of the Agreement are as follows:

SECTION A. GENERAL RELEASE.

In consideration of the mutual promises made herein and the exchange of valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Employee hereby agree as follows:

1. Severance. In exchange for Employee’s entering into this Separation Agreement and Release, Company will pay Employee the benefits pursuant to and subject to the terms of the Plan (the “Severance Benefits”).

2. Release. For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Employee, for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through Employee, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Company officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Employee’s employment with the Company or any Affiliate and the termination of Employee’s employment.

The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims under common law including wrongful or retaliatory discharge, breach of contract, claims under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 and 1991, the National Labor Relations Act, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, and any other federal, state, or local statute or regulation regarding discrimination in employment or the termination of employment, and any other federal or state statute or regulation for non-payment of wages, bonuses, commissions or other compensation, and for libel, slander, assault, battery, tort or any other theory under the common law of any state.

C-1

This also includes a release by Employee of any claims based upon public policy or related matters, breach of the implied covenant of good faith and fair dealing, implied or express employment contracts and/or estoppel, breach of contract, and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Employee’s employment with the Company or the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights that may arise after the date Employee signs this General Release. The foregoing release does not cover any right to indemnification that may exist under any agreement of Company regardless of when any claim is filed.

Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to (a) file a charge or complaint with or participate in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including providing documents or other information and (b) exercise the Employee’s rights under Section 7 of the NRLA to engage in protected, concerted activity with other employees. Employee does, however, waive Employee’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Employee’s behalf, except for any rights Employee may have to receive a payment from a government agency (and not the Company) for information provided to the government agency. Employee represents and warrants that Employee has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court.

Employee agrees never to sue Releasees in any forum for any claim covered by the above waiver and release language, except that Employee may bring a claim under the ADEA or the OWBPA to challenge this General Release. If Employee violates this General Release by suing Releasees, other than under the ADEA or the OWBPA, Employee shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Nothing in this General Release is intended to reflect any party’s belief that Employee’s waiver of claims under ADEA or the OWBPA is invalid or unenforceable, it being the interest of the parties that such claims are waived.

Employee and Company agree and confirm that no reference herein to any specific claim or statute is intended to limit the scope of this Separation Agreement and Release.

3. Non-Admission. The Parties also mutually understand and agree that this Separation Agreement and Release does not constitute any admission of fault, responsibility or liability on the part of Company, its Affiliates, divisions, directors, officers, employees, volunteers, registered members or agents, or Employee. Employee agrees and acknowledges that Company has denied, and continues to deny and will deny all allegations of any wrongdoing relating to Employee’s employment, termination of that employment with Company, and any claim that Company has committed any wrongful or discriminatory act.

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4. Restrictive Covenants.

a.Confidential Information: Non-Disclosure. Employee acknowledges that the business of Company is highly competitive and that Company has provided and will provide Employee with access to Confidential Information relating to the business of Company. “Confidential Information” means and includes Company’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information regarding customers, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to Company’s relationship with that customer); pricing strategies and price curves; plans and strategies for expansion or acquisitions; budgets; customer lists; research; weather data; financial and sales data; trading terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating Company; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information. Employee acknowledges that this Confidential Information constitutes a valuable, special, and unique asset used by Company in their business to obtain a competitive advantage over their competitors. Employee further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to Company in maintaining their competitive position.

Employee agrees that Employee will not, at any time after Employee’s Employment Termination Date make any unauthorized disclosure of any Confidential Information of Company, or make any use thereof.

b. Non-Competition Obligations. Employee acknowledges that Company provided Employee with access to Confidential Information. Employee’s non-competition obligations are ancillary to Company’s agreement to provide severance pay under the Plan and disclosure of Confidential Information to Employee. In order to protect the Confidential Information described above, and in consideration for Employee’s receiving access to this Confidential Information and right to severance benefits under the Plan, Employee agrees to the following non-competition provision:

During the twelve (12) month period [six (6) month period for Vice Presidents] [twenty-four (24) month period in the case of the Chief Executive Officer of Sponsor] following Employee’s Employment Termination Date, Employee will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business that Employee has provided for Company in the 12-month period [six (6) month period for Vice Presidents] [twenty-four (24) month period

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in the case of the Chief Executive Officer of Sponsor] preceding the Employee’s Termination Date (for purposes herein, a Competing Business shall mean the following companies and their subsidiaries: ______________________________________).

Employee understands that the foregoing restrictions may limit Employee’s ability to engage in certain businesses and during the period provided for above, but acknowledges that these restrictions are necessary to protect the Confidential Information Company has provided to Employee.

Employee agrees that this provision defining the scope of activities constituting competition with Company is narrow and reasonable for the following reasons: (i) Employee is free to seek employment with other companies other than the Competing Companies named above; and (ii) there are many other companies other than the Competing Companies. Thus, this restriction on Employee’s ability to compete does not prevent Employee from using and offering the skills that Employee possessed prior to receiving Confidential Information, specialized training, and knowledge from Company.

b. Non-Solicitation of Employees. During the twelve (12) month period [twenty-four (24) month period in the case of the Chief Executive Officer of Sponsor] following the Employee’s Employment Termination Date for any reason, Employee will not, either directly or indirectly, call on, solicit, or induce any other employee or officer of Company whom Employee had contact with, knowledge of, or association with in the course of employment with Company to terminate his or her employment, and will not assist any other person or entity in such a solicitation.

5. Representations Regarding Company Property and Knowledge of Wrongdoing. Employee represents that Employee has returned or will return on or immediately after the Employment Termination Date all Company property in Employee’s possession including all computer-related equipment, keys, credit cards, telephone calling cards, building identification cards, and files/diskettes relating to Company and its clients. Employee further represents that he/she has no knowledge or suspicion of any illegal or unethical conduct or other wrongdoing by an officer, director, employee or agent of Company which he/she has not reported previously to Chico’s.

6. Non Disparagement. Employee agrees that Employee will not, directly or indirectly, disparage Company, or its successors, corporate affiliates, assigns, officers, directors, shareholders, attorneys, employees, agents, trustees, representatives, or insurers. Such prohibited disparagement shall include communicating or disclosing any information or communications to anyone or entity which is intended to or has the effect of having any negative impact on the Company, its business or reputation in the marketplace or otherwise.

7. Entire Agreement; No Other Promises. Except as to any continuing obligation of Company and Employee under any employee benefit plans, the parties hereto hereby acknowledge and represent that this Separation Agreement and Release contains the entire agreement between Employee and Company, and it supersedes and takes priority over any other written or oral understanding or contract that may have existed in the past between Employee and Company or any of its current or former affiliates. Employee further acknowledges and represents that neither Company nor any of its agents, representatives or employees have made any promise, representation or warranty whatsoever, express, implied or statutory, not contained herein, concerning the subject matter hereof

C-4

other than as set forth herein, to induce Employee to execute this Agreement and Release, and Employee acknowledges that Employee has not executed this Agreement and Release in reliance on any such promise, representation or warranty. Employee understands and further acknowledges and agrees that following the Termination Date, Company will no longer need Employee’s services and that Company will not have any obligations to Employee following that date except as provided in any Company employee benefit plan and this Agreement and Release.

8. OWBPA and Effective Date.Employee has until twenty-one (21) days from today’s date to consider whether to accept this Separation Agreement and Release, although Employee may accept it at any time within twenty-one (21) days. Employee is advised to consult with an attorney about this Separation Agreement and Release. To accept the Separation Agreement and Release, Employee must sign it after today’s date, but before the twenty-one (21) days has expired, and return it to the attention of: Company, Chico’s FAS, Inc., 11215 Metro Parkway, Ft. Myers, FL 33966 c/o [___________]. Once Employee has accepted this Separation Agreement and Release, Employee will have seven (7) days in which to revoke acceptance. To revoke, Employee must send a written statement of revocation by registered mail, return receipt requested, to Company, Chico’s FAS, Inc., 11215 Metro Parkway, Ft. Myers, FL 33966, c/o [___________]. If Employee does not revoke, the eighth (8^th ) day after Employee’s date of acceptance will be the effective date of this Separation Agreement and Release (the “Effective Date”). Subject to the terms of the Plan, payment of severance benefits will commence to be made to Employee no later than fourteen (14) days from the Effective Date.

Please note that if Employee does not return the signed and dated Separation Agreement and Release to Company (c/o _____________) by midnight on the date the twenty-one (21) days has expired, the offer to pay benefits under the Plan will be automatically withdrawn.

9. Confidentiality. This Separation Agreement and Release and individual terms set forth herein are confidential. Employee represents that Employee will not disclose or cause to permit to be disclosed, disseminated, or publicized any allegations concerning Employee’s employment separation, the terms of this Separation Agreement and Release, or the fact that Employee received monies under this Separation Agreement and Release, to any person, corporation, government agency, or other entity other than Employee’s legal counsel, immediate family members, or tax advisors, except as required by lawful subpoena or court order.

10. Breach. In the event that Employee breaches any of Employee’s obligations under the Plan or this Separation Agreement and Release, payments under the Plan shall cease.

11. Enforcement/Severability. This Separation Agreement and Release shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida, without regard to its choice of law provisions. If any term or condition of this Agreement and Release shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this Agreement and Release shall be construed without such term or condition.

12. Amendment. This Separation Agreement and Release may not be amended or modified in any way, except pursuant to a written instrument signed by both parties.

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13. Knowing and Voluntary Release. Employee expressly acknowledges and agrees that Employee’s waiver of rights under this Separation Agreement and Release is knowing and voluntary; that Employee is signing this Separation Agreement and Release of Employee’s own free will and not because of any threats or duress; Employee acknowledges Employee received a copy of this Agreement and Release on ____________; Employee acknowledges Employee is hereby given a period of 21 days to review and consider this Separation Agreement and Release before signing and returning it; and that Employee has read and understand the terms of this Agreement and has voluntarily accepted these terms for the purpose of making a full and final compromise, settlement and adjustment of any and all claims, disputed or otherwise, on account of the termination of Employee’s relationship with Company and for the express purpose of precluding forever any further claims arising out of such relationship or its termination as set forth above.

HAVING READ AND UNDERSTOOD THE RELEASE, CONSULTED COUNSEL OR VOLUNTARILY ELECTED NOT TO CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER INTO THIS SEPARATION AGREEMENT AND RELEASE, THE PARTIES HERETO HAVE EXECUTED THIS SEPARATION AGREEMENT AND RELEASE AS OF THE DAY AND YEAR FIRST WRITTEN BELOW.

______________________________

[Name]

Dated: _______________________

Chico’s FAS, Inc.

By: ___________________________

[Name, Title]

Dated: _________________________

Firmwide:141576920.2 049970.1002

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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, Shelley G. Broader, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chico’s FAS, Inc. for the period ended July 30, 2016;

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: September 1, 2016

/s/ Shelley G. Broader
Name:	Shelley G. Broader
Title:	Chief Executive Officer and President

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 July 30, 2016;

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: September 1, 2016

/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, Shelley G. Broader, Chief Executive Officer and President 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 July 30, 2016 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/ Shelley G. Broader

Shelley G. Broader

Chief Executive Officer and President

Date: September 1, 2016

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 July 30, 2016 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: September 1, 2016

XML

Document And Entity Information - shares	6 Months Ended
	Jul. 30, 2016	Aug. 15, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	CHICOS FAS INC
Entity Central Index Key	0000897429
Current Fiscal Year End Date	--01-28
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jul. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		132,033,005

XML

Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Income Statement [Abstract]
Net sales	$ 635,732	$ 685,826	$ 1,278,709	$ 1,383,592
Net sales, as a Percentage of Sales	100.00%	100.00%	100.00%	100.00%
Cost of goods sold	$ 394,922	$ 421,125	$ 775,564	$ 823,273
Cost of goods sold, as a Percentage of Sales	62.10%	61.40%	60.70%	59.50%
Gross margin	$ 240,810	$ 264,701	$ 503,145	$ 560,319
Gross margin, as a Percentage of Sales	37.90%	38.60%	39.30%	40.50%
Selling, general and administrative expenses	$ 186,626	$ 207,170	$ 394,767	$ 435,235
Selling, general and administrative expenses, as a Percentage of Sales	29.40%	30.20%	30.90%	31.50%
Goodwill and intangible impairment charges	$ 0	$ 66,941	$ 0	$ 66,941
Goodwill and intangible impairment charges, as a Percentage of Net Sales	0.00%	9.80%	0.00%	4.80%
Restructuring and strategic charges	$ 16,556	$ 16,166	$ 20,207	$ 31,041
Restructuring and strategic charges, as a Percentage of Sales	2.60%	2.30%	1.50%	2.20%
Income (loss) from operations	$ 37,628	$ (25,576)	$ 88,171	$ 27,102
Income (loss) from operations, as a Percentage of Sales	5.90%	(3.70%)	6.90%	2.00%
Interest expense, net	$ (489)	$ (502)	$ (948)	$ (955)
Interest expense, net, as a Percentage of Sales	(0.10%)	(0.10%)	(0.10%)	(0.10%)
Income (loss) before income taxes	$ 37,139	$ (26,078)	$ 87,223	$ 26,147
Income (loss) before income taxes, as a Percentage of Sales	5.80%	(3.80%)	6.80%	1.90%
Income tax provision (benefit)	$ 14,100	$ (28,200)	$ 33,100	$ (8,500)
Income tax provision, as a Percentage of Sales	2.20%	(4.10%)	2.60%	(0.60%)
Net income	$ 23,039	$ 2,122	$ 54,123	$ 34,647
Net income, as a Percentage of Sales	3.60%	0.30%	4.20%	2.50%
Per share data:
Net income per common share-basic (in dollars per share)	$ 0.17	$ 0.02	$ 0.41	$ 0.24
Net income per common and common equivalent share–diluted (in dollars per share)	$ 0.17	$ 0.02	$ 0.41	$ 0.24
Weighted average common shares outstanding–basic (in shares)	129,215	138,606	130,406	140,992
Weighted average common and common equivalent shares outstanding–diluted (in shares)	129,362	138,961	130,516	141,339
Dividends declared per share (in dollars per share)	$ 0.08	$ 0.0775	$ 0.24	$ 0.2325

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 23,039	$ 2,122	$ 54,123	$ 34,647
Other comprehensive income (loss):
Unrealized gains (losses) on marketable securities, net of taxes	6	(6)	39	(18)
Foreign currency translation gains (losses), net of taxes	4	331	(27)	121
Comprehensive income	$ 23,049	$ 2,447	$ 54,135	$ 34,750

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Current Assets:
Cash and cash equivalents	$ 100,532	$ 89,951	$ 109,015
Marketable securities, at fair value	50,612	50,194	47,999
Inventories	235,636	233,834	239,043
Prepaid expenses and other current assets	43,135	45,660	50,190
Income tax receivable	3,070	29,157	11,482
Assets held for sale	18,667	16,525	85,941
Total Current Assets	451,652	465,321	543,670
Property and Equipment, net	515,088	550,953	563,583
Other Assets:
Goodwill	96,774	96,774	96,774
Other intangible assets, net	38,930	38,930	38,930
Other assets, net	18,989	14,074	22,829
Total Other Assets	154,693	149,778	158,533
Total Assets	1,121,433	1,166,052	1,265,786
Current Liabilities:
Accounts payable	136,761	129,343	148,288
Current debt	10,000	10,000	10,000
Other current and deferred liabilities	151,823	158,788	150,433
Liabilities held for sale	0	0	7,297
Total Current Liabilities	298,584	298,131	316,018
Noncurrent Liabilities:
Long-term debt	77,252	82,219	87,186
Deferred liabilities	126,377	130,743	138,815
Deferred taxes	9,377	15,171	13,562
Total Noncurrent Liabilities	213,006	228,133	239,563
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock	0	0	0
Common stock	1,320	1,355	1,394
Additional paid-in capital	440,038	435,881	422,387
Treasury stock, at cost	(346,062)	(289,813)	(249,854)
Retained earnings	514,495	492,325	535,613
Accumulated other comprehensive income	52	40	665
Total Stockholders’ Equity	609,843	639,788	710,205
Total Liabilities and Stockholders' Equity	$ 1,121,433	$ 1,166,052	$ 1,265,786

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015
Cash Flows From Operating Activities:
Net income	$ 54,123	$ 34,647
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill and intangible impairment charges, pre-tax	0	66,941
Depreciation and amortization	55,445	61,672
Loss on disposal and impairment of property and equipment	3,542	21,603
Deferred tax benefit	(7,492)	(39,881)
Stock-based compensation expense	9,623	13,657
Excess tax benefit from stock-based compensation	(220)	(2,170)
Deferred rent and lease credits	(9,523)	(9,219)
Changes in assets and liabilities:
Inventories	(1,802)	(15,165)
Prepaid expenses and accounts receivable	(3,379)	(8,325)
Income tax receivable	26,087	(10,887)
Accounts payable	(3,130)	(3,045)
Accrued and other liabilities	(1,588)	2,254
Net cash provided by operating activities	121,686	112,082
Cash Flows From Investing Activities:
Purchases of marketable securities	(28,708)	(29,460)
Proceeds from sale of marketable securities	28,334	107,994
Purchases of property and equipment, net	(25,231)	(42,836)
Net cash (used in) provided by investing activities	(25,605)	35,698
Cash Flows From Financing Activities:
Proceeds from borrowings	0	124,000
Payments on borrowings	(5,000)	(26,500)
Proceeds from issuance of common stock	1,272	9,087
Excess tax benefit from stock-based compensation	220	2,170
Dividends paid	(21,405)	(22,160)
Repurchase of common stock	(60,560)	(258,834)
Net cash used in financing activities	(85,473)	(172,237)
Effects of exchange rate changes on cash and cash equivalents	(27)	121
Net increase (decrease) in cash and cash equivalents	10,581	(24,336)
Cash and Cash Equivalents, Beginning of period	89,951	133,351
Cash and Cash Equivalents, End of period	100,532	109,015
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	1,101	1,570
Cash paid for income taxes, net	$ 15,507	$ 45,285

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Basis of Presentation

6 Months Ended

Jul. 30, 2016

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 30, 2016, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 8, 2016.

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 and twenty-six weeks ended July 30, 2016 are not necessarily indicative of the results that may be expected for the entire year.

Reclassifications

Reclassifications of certain prior year balances were made in order to conform to the current year presentation.

Change in Accounting Policy

Effective January 31, 2016, the Company made a voluntary change in accounting principle related to our classification of shipping expenses. Historically, we have presented shipping expenses within selling, general and administrative expenses ("SG&A"). Under the new policy, the Company is presenting these expenses within cost of good sold ("COGS") in the unaudited Condensed Consolidated Statements of Income. The Company believes that this change is preferable as the shipping expenses represent direct costs associated with the sale of our merchandise and improves comparability with the Company's peers. The accounting policy change was applied retrospectively to all periods presented. There was no change to consolidated net income, however, cost of sales increased by $9.5 million and SG&A decreased by the same amount for the thirteen weeks ended August 1, 2015. The Company recorded $8.5 million in shipping expense as a component of COGS during the thirteen weeks ended July 30, 2016. For the year-to-date period ended August 1, 2015, cost of sales increased by $18.8 million and SG&A decreased by the same amount. The Company recorded $16.8 million in shipping expense as a component of COGS during the twenty-six weeks ended July 30, 2016.

Reclassification of Occupancy Expenses and Correction of Immaterial Accounting Error

The Company has changed its classification of store occupancy expenses. Historically, we have presented store occupancy expenses within SG&A. As now reclassified, the Company is presenting these expenses within COGS in the unaudited Condensed Consolidated Statements of Income. The Company believes that the store occupancy expenses represent direct costs associated with the sale of our merchandise and improves comparability with the Company’s peers. This reclassification was applied retrospectively to all periods presented. There was no change to consolidated net income, however, cost of sales increased by $97.3 million and SG&A decreased by the same amount for the thirteen weeks ended August 1, 2015. The Company recorded $96.1 million in store occupancy expenses as a component of COGS during the thirteen weeks ended July 30, 2016. For the year-to-date period ended August 1, 2015, cost of sales increased by $192.5 million and SG&A decreased by the same amount. The Company recorded $191.9 million in store occupancy expenses as a component of COGS during the twenty-six weeks ended July 30, 2016.

The Company has also elected to correct the historical classification of shipping revenue within SG&A. To correct the immaterial error, we are classifying shipping revenue as a component of net sales within the unaudited Condensed Consolidated Statements of Income for all periods presented. There was no change to consolidated net income, however, net sales increased by $5.5 million and SG&A increased by the same amount for the thirteen weeks ended August 1, 2015. The Company recorded $3.7 million in shipping revenue as a component of net sales during the thirteen weeks ended July 30, 2016. For the year-to-date period ended August 1, 2015, net sales increased by $9.9 million and SG&A increased by the same amount. The Company recorded $6.7 million in shipping revenue as a component of net sales during the twenty-six weeks ended July 30, 2016.

Adjustments to Presentation

The above mentioned changes had no cumulative effect on the presentation of the unaudited Condensed Consolidated Statements of Income, Condensed Consolidated Balance Sheets, or Condensed Consolidated Statements of Cash Flows. The effects of the aforementioned accounting policy change, change in classification and error correction to the August 1, 2015 unaudited Condensed Consolidated Statement of Income are as follows (dollars in thousands):

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Thirteen weeks ended August 1, 2015:
Net sales	$	680,351	100.0	$	—		$	—		$	5,475	$	685,826	100.0
Cost of goods sold	314,383		46.2	9,484			97,258			—		421,125		61.4
Gross Margin	365,968		53.8	(9,484		)	(97,258		)	5,475		264,701		38.6
Selling, general and administrative expenses	308,437		45.3	(9,484		)	(97,258		)	5,475		207,170		30.2

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Twenty-six weeks ended August 1, 2015:
Net sales	$	1,373,690	100.0	$	—		$	—		$	9,902	$	1,383,592	100.0
Cost of goods sold	611,952		44.5	18,825			192,496			—		823,273		59.5
Gross Margin	761,738		55.5	(18,825		)	(192,496		)	9,902		560,319		40.5
Selling, general and administrative expenses	636,654		46.3	(18,825		)	(192,496		)	9,902		435,235		31.5

Footnotes to the unaudited Condensed Consolidated Financial Statements herein have been adjusted to reflect the impact of these changes accordingly.

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New Accounting Pronouncements

6 Months Ended

Jul. 30, 2016

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, Compensation - Stock Compensation. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. ASU 2016-09 requires entities to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The standard also permits an employer to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. This standard will be effective and adopted for our first quarter 2017. We are currently assessing the new standard and its impact to our consolidated results of operations, financial position and cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which replaces the existing guidance in Accounting Standard Codification 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize straight-line total rent expense. We are currently assessing the new standard and its impact to our consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, under which entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify as available for sale in other comprehensive income but instead recognize the change in fair value in net income. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. We are currently assessing the new standard, but do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which modifies the presentation of noncurrent and current deferred taxes. ASU 2015-17 requires that all deferred tax assets and liabilities be classified as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We early adopted this standard in the fourth quarter of 2015, with retrospective presentation, as shown in our consolidated balance sheets. Our retrospective presentation resulted in a $7.3 million reclassification from current assets to other assets, net for the period ending August 1, 2015.

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 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 August 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. The FASB has issued subsequent ASUs related to ASU No. 2014-09, which detail amendments to the ASU, implementation considerations, narrow-scope improvements and practical expedients. We are currently assessing the new standard and all related ASUs and its impact to our consolidated results of operations, financial position and cash flows.

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Restructuring and Strategic Charges

6 Months Ended

Jul. 30, 2016

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 align with long-term growth initiatives, including omni-channel. In fiscal 2015, in connection with the restructuring program, we completed an evaluation of the Boston Proper brand, completed the sale of the Boston Proper direct-to-consumer business, and closed its stores. 

During the first quarter of fiscal 2016, we announced an expansion of our restructuring program to further align the organizational structure with long-term growth initiatives, including transition of executive leadership, and to reduce COGS and SG&A through strategic initiatives. These strategic initiatives include realigning marketing and digital commerce, improving supply chain efficiency, and reducing non-merchandise and marketing expenses. The Company recorded pre-tax restructuring and strategic charges of $3.6 million and $16.6 million in the first and second quarters, respectively. These charges primarily related to severance, proxy solicitation costs and consulting fees.

In connection with the restructuring program, we evaluated our domestic store portfolio and identified approximately 175 stores for closure, with 82 stores across our brands, including 20 Boston Proper stores, closed through the second quarter of fiscal 2016.As a result, we expect to incur additional cash charges related to lease termination expenses of approximately $1.7 million through fiscal 2017 related to these future closures.

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

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015			July 30, 2016		August 1, 2015
	(in thousands)
Impairment charges	$	1,453		$	14,978		$	1,453	$	20,930
Continuing employee-related costs	—			14			1,015		5,639
Severance charges	8,236			186			9,420		1,820
Proxy solicitation costs	4,524			—			5,589		—
Lease termination charges	127			1,688			348		2,757
Consulting fees	2,234			—			2,234		—
Other charges	(18		)	(700		)	148		(105		)
Total restructuring and strategic charges, pre-tax	$	16,556		$	16,166		$	20,207	$	31,041

As of July 30, 2016, a reserve of $17.2 million related to restructuring and strategic activities 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:

	Continuing employee-related costs			Severance Charges			Proxy Solicitation Costs			Lease Termination Charges			Consulting Fees			Other charges			Total
	(in thousands)
Beginning Balance, January 30, 2016	$	2,549		$	1,678		$	—		$	1,101		$	9		$	—		$	5,337
Charges	1,015			9,420			5,589			348			2,234			148			18,754
Payments	(3,001		)	(1,806		)	(1,056		)	(463		)	(424		)	(130		)	(6,880		)
Ending Balance, July 30, 2016	$	563		$	9,292		$	4,533		$	986		$	1,819		$	18		$	17,211

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Stock-Based Compensation

6 Months Ended

Jul. 30, 2016

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

Stock-Based Compensation

Stock-Based Compensation

For the twenty-six weeks ended July 30, 2016 and August 1, 2015, stock-based compensation expense was $9.6 million and $13.7 million, respectively. As of July 30, 2016, approximately 5.3 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 July 30, 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,585,392		$	16.60
Granted	1,648,110		12.37
Vested	(906,050	)	17.16
Forfeited	(415,285	)	15.56
Unvested, end of period	2,912,167		14.18

Performance-based Stock Units

For the twenty-six weeks ended July 30, 2016, we granted performance-based restricted stock units (“PSUs”), contingent upon the achievement of a Company-specific performance goal during fiscal 2016. 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 July 30, 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	469,898		$	18.23
Granted	733,360		12.55
Vested	(214,465	)	18.23
Forfeited (1)	(247,537	)	15.79
Unvested, end of period	741,256		13.43

⁽¹⁾ The performance goal for the PSUs granted in 2015 was not fully met. Forfeitures for the twenty-six weeks ended July 30, 2016 include the portion of the fiscal 2015 PSUs that were not earned.

Stock Option Awards

For the twenty-six weeks ended July 30, 2016 and August 1, 2015, we did not grant any stock options.

Stock option activity for the twenty-six weeks ended July 30, 2016 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,060,774		$	15.17
Granted	—		—
Exercised	(23,100	)	4.76
Forfeited or expired	(125,219	)	26.18
Outstanding and exercisable at July 30, 2016	912,455		13.93

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Income Taxes

6 Months Ended

Jul. 30, 2016

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 July 30, 2016 and August 1, 2015, the effective tax rate was 38.0% and (108.1)%, respectively. For the thirteen weeks ended July 30, 2016, the income tax provision was $14.1 million. 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 disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment on the annual effective tax rate.

For the twenty-six weeks ended July 30, 2016 and August 1, 2015, the effective tax rate was 37.9% and (32.5)%, respectively. The income tax provision for fiscal 2016 of $33.1 million and effective tax rate of 37.9% primarily reflected the pre-tax net income during the period while the fiscal 2015 benefit primarily reflected the tax benefit related to the disposition of Boston Proper's stock and the impact of the Boston Proper goodwill and trade name impairment on the annual effective tax rate.

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Earnings Per Share

6 Months Ended

Jul. 30, 2016

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 when 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 operations (in thousands, except per share amounts):

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015			July 30, 2016			August 1, 2015
Numerator
Net income	$	23,039		$	2,122		$	54,123		$	34,647
Net income and dividends declared allocated to participating securities	(506		)	(28		)	(1,155		)	(804		)
Net income available to common shareholders	$	22,533		$	2,094		$	52,968		$	33,843
Denominator
Weighted average common shares outstanding – basic	129,215			138,606			130,406			140,992
Dilutive effect of non-participating securities	147			355			110			347
Weighted average common and common equivalent shares outstanding – diluted	129,362			138,961			130,516			141,339
Net income per common share:
Basic	$	0.17		$	0.02		$	0.41		$	0.24
Diluted	$	0.17		$	0.02		$	0.41		$	0.24

For the thirteen weeks weeks ended July 30, 2016 and August 1, 2015, 0.8 million and 0.3 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 twenty-six weeks ended July 30, 2016 and August 1, 2015, 0.9 million and 0.8 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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Fair Value Measurements

6 Months Ended

Jul. 30, 2016

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.

Marketable securities are classified as available-for-sale and as of July 30, 2016 generally consist ofcorporate bonds, U.S. government agencies and commercial paper with $31.5 million of securities with maturity dates within one year or less and $19.1 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. We estimate the fair value of assets held for sale using market values for similar assets which would fall within Level 2 of the fair value hierarchy.

To assess the fair value of long-term debt, we utilize a discounted future cash flow model using current borrowing rates for similar types of debt of comparable maturities.

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 July 30, 2016, we did not make any transfers between Level 1 and Level 2 financial instruments. Furthermore, as of July 30, 2016, January 30, 2016 and August 1, 2015, we did not have any Level 3 financial instruments. 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 instruments, 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 July 30, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	110	$	110	$	—	$	—
Marketable securities:
Municipal securities	1,537		—		1,537		—
U.S. government agencies	23,928		—		23,928		—
Corporate bonds	21,672		—		21,672		—
Commercial paper	3,475		—		3,475		—
Non Current Assets
Deferred compensation plan	8,401		8,401		—		—
Total	$	59,123	$	8,511	$	50,612	$	—
Financial Liabilities:
Long-term debt1	$	87,252	$	—	$	87,677	$	—
	Balance as of January 30, 2016
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	275	$	275	$	—	$	—
Marketable securities:
U.S. government agencies	21,800		—		21,800		—
Corporate bonds	26,149		—		26,149		—
Commercial paper	2,245		—		2,245		—
Non Current Assets
Deferred compensation plan	7,023		7,023		—		—
Total	$	57,492	$	7,298	$	50,194	$	—
Financial Liabilities:
Long-term debt	$	92,219	$	—	$	92,647	$	—
	Balance as of August 1, 2015
Financial Assets:
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	$	—
Financial Liabilities:
Long-term debt	97,186		—		124,000		—

¹ The carrying value of long-term debt includes the remaining unamortized discount of $0.2 million on the issuance of debt.

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Debt

6 Months Ended

Jul. 30, 2016

Debt Disclosure [Abstract]

Debt

Debt

In fiscal 2015, we entered into a credit agreement (the "Agreement) providing for a term loan of $100.0 million and a revolving credit facility of $100.0 million. The term loan and revolving credit facility mature on May 4, 2020 and 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 July 30, 2016. As of July 30, 2016, we had total available borrowing capacity of $100.0 million under our revolving credit facility.

The following table provides details on our debt outstanding as of July 30, 2016, January 30, 2016 and August 1, 2015:

	July 30, 2016			January 30, 2016			August 1, 2015
	(in thousands)
Credit Agreement, net	$	87,252		$	92,219		$	97,186
Less: current portion	(10,000		)	(10,000		)	(10,000		)
Total long-term debt	$	77,252		$	82,219		$	87,186

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Share Repurchases

6 Months Ended

Jul. 30, 2016

Equity [Abstract]

Share Repurchases

Share Repurchases

During the twenty-six weeks ended July 30, 2016, we repurchased 4.9 million shares, under our share repurchase program announced in November 2015 at a total cost of approximately $56.3 million. As of July 30, 2016, the Company has $203.7 million remaining under the share repurchase program. However, we have no continuing obligation to repurchase shares under this authorization, and the timing, actual number and value of any additional shares to be purchased will depend on the performance of our stock price, market conditions and other considerations.

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Commitments and Contingencies

6 Months Ended

Jul. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

In June 2015, the Company was named as a defendant in Ackerman v. Chico’s FAS, Inc., a putative representative Private Attorney General action filed in the Superior Court of California, County of Los Angeles. The Complaint alleges numerous violations of California law related to wages, meal periods, rest periods, wage statements, and failure to reimburse business expenses, among other things. Plaintiff subsequently amended her complaint to make the same allegations on a class action basis. In June 2016, the parties submitted a proposed settlement of the matter to the court, and the court granted preliminary approval on August 26, 2016. If finally approved, the settlement will not have a material adverse effect on the Company’s consolidated financial condition or results of operations.

In March 2016, the Company was named as a defendant in Cunningham v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of San Diego. Plaintiff seeks to represent current and former nonexempt employees of Soma Intimates in California. The Complaint alleges many of the same Labor Code violations as Ackerman, described above. The court has stayed the Cunningham case pending final approval of the Ackerman settlement in light of the fact that Ackerman was first filed and likely covers all of the claims that are alleged in Cunningham. As a result, at this time, the Company does not expect that the Cunningham case will have a material adverse effect on the Company’s consolidated financial condition or results of operations.

In June 2016, the Company was named as a defendant in Rodems v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of Fresno. Plaintiff seeks to represent current and former nonexempt employees of Chico’s stores in California. The Complaint alleges many of the same Labor Code violations as Ackerman, described above. The court has stayed the matter pending final approval of the Ackerman settlement for the same reasons described in the Cunningham case discussion above. As a result, at this time, the Company does not expect that the Rodems case will 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 Altman v. White House Black Market, Inc., a putative class action filed in the United States District Court for the Northern District of Georgia. 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. Its motion to dismiss was denied on July 13, 2016, but the Company continues to believe that the case is without merit and is not appropriate for class treatment. It​ intends to vigorously defend the matter. At this time however, it is not possible to predict whether the proceeding will be permitted to proceed as a class or the size of the putative class, and no assurance can be given that the Company will be successful in its defense on the merits or otherwise. Because the case is still in the early stages and class determinations have not been made, the Company is unable to estimate any potential loss or range of loss.

On July 28, 2016, the Company was named as a defendant in Calleros v. Chico’s FAS, Inc., a putative class action filed in the Superior Court of California, County of Santa Barbara. Plaintiff alleges that the Company failed to comply with California law requiring it to provide consumers cash for gift cards with a stored value of less than $10.00. The Company is reviewing the factual allegations in the Complaint and is not yet able to ascertain the merit or the value of the claims asserted. On initial review, the Company believes that the matter is not appropriate for class treatment; however, it is not possible to predict whether it will be permitted to proceed as a class or the size of the putative class, and no assurance can be given that the Company will be successful in its defense of this action on the merits or otherwise. Because the case is in the very early stage and class determinations have not been made, the Company is unable to estimate any potential loss or range of loss.

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 July 30, 2016 are not estimable. 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.

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Subsequent Events

6 Months Ended

Jul. 30, 2016

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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Basis of Presentation (Policies)

6 Months Ended

Jul. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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.

Reclassifications

The Company has changed its classification of store occupancy expenses. Historically, we have presented store occupancy expenses within SG&A. As now reclassified, the Company is presenting these expenses within COGS in the unaudited Condensed Consolidated Statements of Income. The Company believes that the store occupancy expenses represent direct costs associated with the sale of our merchandise and improves comparability with the Company’s peers. This reclassification was applied retrospectively to all periods presented. There was no change to consolidated net income, however, cost of sales increased by $97.3 million and SG&A decreased by the same amount for the thirteen weeks ended August 1, 2015. The Company recorded $96.1 million in store occupancy expenses as a component of COGS during the thirteen weeks ended July 30, 2016. For the year-to-date period ended August 1, 2015, cost of sales increased by $192.5 million and SG&A decreased by the same amount. The Company recorded $191.9 million in store occupancy expenses as a component of COGS during the twenty-six weeks ended July 30, 2016.

The Company has also elected to correct the historical classification of shipping revenue within SG&A. To correct the immaterial error, we are classifying shipping revenue as a component of net sales within the unaudited Condensed Consolidated Statements of Income for all periods presented.

Reclassifications

Reclassifications of certain prior year balances were made in order to conform to the current year presentation.

New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, Compensation - Stock Compensation. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. ASU 2016-09 requires entities to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The standard also permits an employer to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. This standard will be effective and adopted for our first quarter 2017. We are currently assessing the new standard and its impact to our consolidated results of operations, financial position and cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which replaces the existing guidance in Accounting Standard Codification 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize straight-line total rent expense. We are currently assessing the new standard and its impact to our consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, under which entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify as available for sale in other comprehensive income but instead recognize the change in fair value in net income. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. We are currently assessing the new standard, but do not, at this time, anticipate a material impact to our consolidated results of operations, financial position or cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which modifies the presentation of noncurrent and current deferred taxes. ASU 2015-17 requires that all deferred tax assets and liabilities be classified as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We early adopted this standard in the fourth quarter of 2015, with retrospective presentation, as shown in our consolidated balance sheets. Our retrospective presentation resulted in a $7.3 million reclassification from current assets to other assets, net for the period ending August 1, 2015.

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 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 August 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. The FASB has issued subsequent ASUs related to ASU No. 2014-09, which detail amendments to the ASU, implementation considerations, narrow-scope improvements and practical expedients. We are currently assessing the new standard and all related ASUs and its impact to our consolidated results of operations, financial position and cash flows.

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.

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Basis of Presentation (Tables)

6 Months Ended

Jul. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Presentation Adjustment Effects

The effects of the aforementioned accounting policy change, change in classification and error correction to the August 1, 2015 unaudited Condensed Consolidated Statement of Income are as follows (dollars in thousands):

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Thirteen weeks ended August 1, 2015:
Net sales	$	680,351	100.0	$	—		$	—		$	5,475	$	685,826	100.0
Cost of goods sold	314,383		46.2	9,484			97,258			—		421,125		61.4
Gross Margin	365,968		53.8	(9,484		)	(97,258		)	5,475		264,701		38.6
Selling, general and administrative expenses	308,437		45.3	(9,484		)	(97,258		)	5,475		207,170		30.2

	As Previously Reported		% of Sales	Change in Accounting Policy			Effect of Change in Occupancy Classification			Effect of Error Correction		As Adjusted		% of Sales
Twenty-six weeks ended August 1, 2015:
Net sales	$	1,373,690	100.0	$	—		$	—		$	9,902	$	1,383,592	100.0
Cost of goods sold	611,952		44.5	18,825			192,496			—		823,273		59.5
Gross Margin	761,738		55.5	(18,825		)	(192,496		)	9,902		560,319		40.5
Selling, general and administrative expenses	636,654		46.3	(18,825		)	(192,496		)	9,902		435,235		31.5

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Restructuring and Strategic Charges (Tables)

6 Months Ended

Jul. 30, 2016

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:

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015			July 30, 2016		August 1, 2015
	(in thousands)
Impairment charges	$	1,453		$	14,978		$	1,453	$	20,930
Continuing employee-related costs	—			14			1,015		5,639
Severance charges	8,236			186			9,420		1,820
Proxy solicitation costs	4,524			—			5,589		—
Lease termination charges	127			1,688			348		2,757
Consulting fees	2,234			—			2,234		—
Other charges	(18		)	(700		)	148		(105		)
Total restructuring and strategic charges, pre-tax	$	16,556		$	16,166		$	20,207	$	31,041

Schedule of Reserve Rollforward

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

	Continuing employee-related costs			Severance Charges			Proxy Solicitation Costs			Lease Termination Charges			Consulting Fees			Other charges			Total
	(in thousands)
Beginning Balance, January 30, 2016	$	2,549		$	1,678		$	—		$	1,101		$	9		$	—		$	5,337
Charges	1,015			9,420			5,589			348			2,234			148			18,754
Payments	(3,001		)	(1,806		)	(1,056		)	(463		)	(424		)	(130		)	(6,880		)
Ending Balance, July 30, 2016	$	563		$	9,292		$	4,533		$	986		$	1,819		$	18		$	17,211

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Stock-Based Compensation (Tables)

6 Months Ended

Jul. 30, 2016

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

Summary of Restricted Stock Activity

Restricted stock award activity for the twenty-six weeks ended July 30, 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	2,585,392		$	16.60
Granted	1,648,110		12.37
Vested	(906,050	)	17.16
Forfeited	(415,285	)	15.56
Unvested, end of period	2,912,167		14.18

Schedule of Performance-Based Restricted Stock Unit Activity

Performance-based restricted stock unit activity for the twenty-six weeks ended July 30, 2016 was as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Unvested, beginning of period	469,898		$	18.23
Granted	733,360		12.55
Vested	(214,465	)	18.23
Forfeited (1)	(247,537	)	15.79
Unvested, end of period	741,256		13.43

⁽¹⁾ The performance goal for the PSUs granted in 2015 was not fully met. Forfeitures for the twenty-six weeks ended July 30, 2016 include the portion of the fiscal 2015 PSUs that were not earned.

Summary of Stock Option Activity

Stock option activity for the twenty-six weeks ended July 30, 2016 was as follows:

	Number of Shares		Weighted  Average Exercise Price
Outstanding, beginning of period	1,060,774		$	15.17
Granted	—		—
Exercised	(23,100	)	4.76
Forfeited or expired	(125,219	)	26.18
Outstanding and exercisable at July 30, 2016	912,455		13.93

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Earnings Per Share (Tables)

6 Months Ended

Jul. 30, 2016

Earnings Per Share [Abstract]

Computation of Basic and Diluted 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 operations (in thousands, except per share amounts):

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 30, 2016			August 1, 2015			July 30, 2016			August 1, 2015
Numerator
Net income	$	23,039		$	2,122		$	54,123		$	34,647
Net income and dividends declared allocated to participating securities	(506		)	(28		)	(1,155		)	(804		)
Net income available to common shareholders	$	22,533		$	2,094		$	52,968		$	33,843
Denominator
Weighted average common shares outstanding – basic	129,215			138,606			130,406			140,992
Dilutive effect of non-participating securities	147			355			110			347
Weighted average common and common equivalent shares outstanding – diluted	129,362			138,961			130,516			141,339
Net income per common share:
Basic	$	0.17		$	0.02		$	0.41		$	0.24
Diluted	$	0.17		$	0.02		$	0.41		$	0.24

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Valued on a Recurring Basis

In accordance with the provisions of the guidance, we categorized our financial instruments, 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 July 30, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	110	$	110	$	—	$	—
Marketable securities:
Municipal securities	1,537		—		1,537		—
U.S. government agencies	23,928		—		23,928		—
Corporate bonds	21,672		—		21,672		—
Commercial paper	3,475		—		3,475		—
Non Current Assets
Deferred compensation plan	8,401		8,401		—		—
Total	$	59,123	$	8,511	$	50,612	$	—
Financial Liabilities:
Long-term debt1	$	87,252	$	—	$	87,677	$	—
	Balance as of January 30, 2016
Financial Assets:
Current Assets
Cash equivalents:
Money market accounts	$	275	$	275	$	—	$	—
Marketable securities:
U.S. government agencies	21,800		—		21,800		—
Corporate bonds	26,149		—		26,149		—
Commercial paper	2,245		—		2,245		—
Non Current Assets
Deferred compensation plan	7,023		7,023		—		—
Total	$	57,492	$	7,298	$	50,194	$	—
Financial Liabilities:
Long-term debt	$	92,219	$	—	$	92,647	$	—
	Balance as of August 1, 2015
Financial Assets:
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	$	—
Financial Liabilities:
Long-term debt	97,186		—		124,000		—

¹ The carrying value of long-term debt includes the remaining unamortized discount of $0.2 million on the issuance of debt.

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Debt (Tables)

6 Months Ended

Jul. 30, 2016

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

The following table provides details on our debt outstanding as of July 30, 2016, January 30, 2016 and August 1, 2015:

	July 30, 2016			January 30, 2016			August 1, 2015
	(in thousands)
Credit Agreement, net	$	87,252		$	92,219		$	97,186
Less: current portion	(10,000		)	(10,000		)	(10,000		)
Total long-term debt	$	77,252		$	82,219		$	87,186

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Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales	$ 635,732	$ 685,826	$ 1,278,709	$ 1,383,592
Net sales, as a Percentage of Sales	100.00%	100.00%	100.00%	100.00%
Cost of goods sold	$ 394,922	$ 421,125	$ 775,564	$ 823,273
Cost of goods sold, as a Percentage of Sales	62.10%	61.40%	60.70%	59.50%
Gross Margin	$ 240,810	$ 264,701	$ 503,145	$ 560,319
Gross Profit, as a Percentage of Net Sales	37.90%	38.60%	39.30%	40.50%
Selling, general and administrative expenses	$ 186,626	$ 207,170	$ 394,767	$ 435,235
Selling, general and administrative expenses, as a Percentage of Sales	29.40%	30.20%	30.90%	31.50%
Shipping Expense
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of goods sold	$ 8,500		$ 16,800
Occupancy Expense
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of goods sold	96,100		191,900
Shipping Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales	$ 3,700		$ 6,700
Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales		$ 680,351		$ 1,373,690
Cost of goods sold		314,383		611,952
Gross Margin		365,968		761,738
Selling, general and administrative expenses		$ 308,437		$ 636,654
Previously Reported | Sales | Net sales
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales, as a Percentage of Sales		100.00%		100.00%
Previously Reported | Sales | Cost of goods sold
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of goods sold, as a Percentage of Sales		46.20%		44.50%
Previously Reported | Sales | Gross Margin
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Gross Profit, as a Percentage of Net Sales		53.80%		55.50%
Previously Reported | Sales | Selling, general and administrative expenses
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Selling, general and administrative expenses, as a Percentage of Sales		45.30%		46.30%
Restatement Adjustment | Reclassification of Shipping Revenue
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales		$ 5,475		$ 9,902
Cost of goods sold		0		0
Gross Margin		5,475		9,902
Selling, general and administrative expenses		5,475		9,902
Restatement Adjustment | Change in Accounting Policy for Shipping Expense
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales		0		0
Cost of goods sold		9,484		18,825
Gross Margin		(9,484)		(18,825)
Selling, general and administrative expenses		(9,484)		(18,825)
Restatement Adjustment | Reclassification of Occupancy Expense
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales		0		0
Cost of goods sold		97,258		192,496
Gross Margin		(97,258)		(192,496)
Selling, general and administrative expenses		$ (97,258)		$ (192,496)

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New Accounting Pronouncements (Details) - New Accounting Pronouncement, Early Adoption $ in Millions	Aug. 01, 2015 USD ($)
New Accounting Pronouncement, Early Adoption [Line Items]
Current deferred tax asset reclassified to non-current assets	$ 7.3
Non-current deferred tax asset reclassified from current assets	$ 7.3

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Restructuring and Strategic Charges - Additional Information (Details) $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 30, 2016 USD ($)	Apr. 30, 2016 USD ($)	Aug. 01, 2015 USD ($)	Jul. 30, 2016 USD ($) store	Aug. 01, 2015 USD ($)	Jan. 30, 2016 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax				$ 18,754
Total restructuring and strategic charges, pre-tax	$ 16,556	$ 3,600	$ 16,166	$ 20,207	$ 31,041
Number of stores to close | store				175
Number of store closures | store				82
Reserve related to restructuring and strategic activities	17,211			$ 17,211		$ 5,337
Lease termination charges
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	127		$ 1,688	348	$ 2,757
Additional lease termination expenses expected	1,700			1,700
Reserve related to restructuring and strategic activities	$ 986			$ 986		$ 1,101
Boston Proper | Disposed of by Sale
Restructuring Cost and Reserve [Line Items]
Number of store closures | store				20

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Restructuring and Strategic Charges - Summary of Restructuring and Strategic Charges (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 30, 2016	Apr. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Restructuring Cost and Reserve [Line Items]
Impairment charges	$ 1,453		$ 14,978	$ 1,453	$ 20,930
Restructuring and strategic charges, pre-tax				18,754
Total restructuring and strategic charges, pre-tax	16,556	$ 3,600	16,166	20,207	31,041
Continuing employee-related costs
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	0		14	1,015	5,639
Severance charges
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	8,236		186	9,420	1,820
Proxy solicitation costs
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	4,524		0	5,589	0
Lease termination charges
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	127		1,688	348	2,757
Consulting fees
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	2,234		0	2,234	0
Other charges
Restructuring Cost and Reserve [Line Items]
Restructuring and strategic charges, pre-tax	$ (18)		$ (700)	$ 148	$ (105)

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Restructuring and Strategic Charges - Reserve Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Restructuring Reserve [Roll Forward]
Beginning Balance, January 30, 2016			$ 5,337
Charges			18,754
Payments			(6,880)
Ending Balance, July 30, 2016	$ 17,211		17,211
Continuing employee-related costs
Restructuring Reserve [Roll Forward]
Beginning Balance, January 30, 2016			2,549
Charges	0	$ 14	1,015	$ 5,639
Payments			(3,001)
Ending Balance, July 30, 2016	563		563
Severance charges
Restructuring Reserve [Roll Forward]
Beginning Balance, January 30, 2016			1,678
Charges	8,236	186	9,420	1,820
Payments			(1,806)
Ending Balance, July 30, 2016	9,292		9,292
Proxy solicitation costs
Restructuring Reserve [Roll Forward]
Beginning Balance, January 30, 2016			0
Charges	4,524	0	5,589	0
Payments			(1,056)
Ending Balance, July 30, 2016	4,533		4,533
Lease termination charges
Restructuring Reserve [Roll Forward]
Beginning Balance, January 30, 2016			1,101
Charges	127	1,688	348	2,757
Payments			(463)
Ending Balance, July 30, 2016	986		986
Consulting fees
Restructuring Reserve [Roll Forward]
Beginning Balance, January 30, 2016			9
Charges	2,234	0	2,234	0
Payments			(424)
Ending Balance, July 30, 2016	1,819		1,819
Other charges
Restructuring Reserve [Roll Forward]
Beginning Balance, January 30, 2016			0
Charges	(18)	$ (700)	148	$ (105)
Payments			(130)
Ending Balance, July 30, 2016	$ 18		$ 18

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Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense related to stock-based awards	$ 9,623	$ 13,657
Number of shares available for future grants (shares)	5,300,000
Options Granted, Number of Shares (in shares)	0	0
Performance-Based Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years

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Stock-Based Compensation - Summary of Restricted Stock and PSU Activity (Details)	6 Months Ended
	Jul. 30, 2016 $ / shares shares
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested, beginning of period, Number of Shares (in shares) | shares	2,585,392
Granted, Number of Shares (in shares) | shares	1,648,110
Vested, Number of Shares (in shares) | shares	(906,050)
Forfeited, Number of Shares (in shares) | shares	(415,285)
Unvested, end of period, Number of Shares (in shares) | shares	2,912,167
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) | $ / shares	$ 16.60
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	12.37
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	17.16
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	15.56
Unvested, end of period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 14.18
Performance-Based Stock Units
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested, beginning of period, Number of Shares (in shares) | shares	469,898
Granted, Number of Shares (in shares) | shares	733,360
Vested, Number of Shares (in shares) | shares	(214,465)
Forfeited, Number of Shares (in shares) | shares	(247,537)
Unvested, end of period, Number of Shares (in shares) | shares	741,256
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) | $ / shares	$ 18.23
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	12.55
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	18.23
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	15.79
Unvested, end of period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 13.43

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Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares	6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of period, Number of Shares (in shares)	1,060,774
Granted, Number of Shares (in shares)	0	0
Exercised, Number of Shares (in shares)	(23,100)
Forfeited or expired, Number of Shares (in shares)	(125,219)
Outstanding at end of period, Number of Shares (in shares)	912,455
Exercisable at end of period, Number of Shares (in shares)	912,455
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding at beginning of period, Weighted Average Exercise Price (in dollars per share)	$ 15.17
Granted, Weighted Average Exercise Price (in dollars per share)	0.00
Exercised, Weighted Average Exercise Price (in dollars per share)	4.76
Forfeited or expired, Weighted Average Exercise Price (in dollars per share)	26.18
Outstanding at end of period, Weighted Average Exercise Price (in dollars per share)	13.93
Exercisable at end of period, Weighted Average Exercise Price (in dollars per share)	$ 13.93

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Income Tax Disclosure [Abstract]
Effective tax rate	38.00%	(108.10%)	37.90%	(32.50%)
Income tax provision (benefit)	$ 14,100	$ (28,200)	$ 33,100	$ (8,500)

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Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Earnings Per Share [Abstract]
Net income	$ 23,039	$ 2,122	$ 54,123	$ 34,647
Net income and dividends declared allocated to participating securities	(506)	(28)	(1,155)	(804)
Net income available to common shareholders	$ 22,533	$ 2,094	$ 52,968	$ 33,843
Weighted average common shares outstanding – basic (in shares)	129,215	138,606	130,406	140,992
Dilutive effect of non-participating securities (in shares)	147	355	110	347
Weighted average common and common equivalent shares outstanding – diluted (in shares)	129,362	138,961	130,516	141,339
Net income per common share: Basic (in dollars per share)	$ 0.17	$ 0.02	$ 0.41	$ 0.24
Net income per common share: Diluted (in dollars per share)	$ 0.17	$ 0.02	$ 0.41	$ 0.24

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Earnings Per Share - Additional Information (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jul. 30, 2016	Aug. 01, 2015	Jul. 30, 2016	Aug. 01, 2015
Earnings Per Share [Abstract]
Number of antidilutive securities (in shares)	0.8	0.3	0.9	0.8

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Fair Value Measurements - Additional Information (Details) $ in Millions	Jul. 30, 2016 USD ($)
Fair Value Disclosures [Abstract]
Securities with maturity dates less than one year	$ 31.5
Securities with maturity dates over one year and less than two years	$ 19.1

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Fair Value Measurements - Financial Assets Valued on a Recurring Basis (Details) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	$ 8,401	$ 7,023	$ 9,454
Total assets	59,123	57,492	59,785
Long-term debt	87,252	92,219	97,186
Unamortized debt discount	200
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	8,401	7,023	9,454
Total assets	8,511	7,298	11,786
Long-term debt	0	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	0	0	0
Total assets	50,612	50,194	47,999
Long-term debt	87,677	92,647	124,000
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan	0	0	0
Total assets	0	0	0
Long-term debt	0	0	0
Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	1,537
Municipal securities | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0
Municipal securities | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	1,537
Municipal securities | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0
U.S. government agencies
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	23,928	21,800	17,022
U.S. government agencies | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
U.S. government agencies | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	23,928	21,800	17,022
U.S. government agencies | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	21,672	26,149	28,977
Corporate bonds | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Corporate bonds | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	21,672	26,149	28,977
Corporate bonds | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	3,475	2,245	2,000
Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Commercial paper | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	3,475	2,245	2,000
Commercial paper | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0	0
Money market accounts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	110	275	2,332
Money market accounts | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	110	275	2,332
Money market accounts | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0	0
Money market accounts | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0	$ 0

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Debt - Additional Information (Details) - USD ($)	Jul. 30, 2016	Jan. 30, 2016
Term Loan
Debt Instrument [Line Items]
Face amount		$ 100,000,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity	$ 100,000,000	$ 100,000,000

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Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands	Jul. 30, 2016	Jan. 30, 2016	Aug. 01, 2015
Debt Disclosure [Abstract]
Credit Agreement, net	$ 87,252	$ 92,219	$ 97,186
Less: current portion	(10,000)	(10,000)	(10,000)
Total long-term debt	$ 77,252	$ 82,219	$ 87,186

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Share Repurchases (Details) shares in Millions, $ in Millions	6 Months Ended
	Jul. 30, 2016 USD ($) shares
Equity [Abstract]
Stock repurchased during period (in shares) | shares	4.9
Stock repurchased during period	$ 56.3
Amount remaining under stock repurchase program	$ 203.7